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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
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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 000-26719
MERCANTILE BANK CORPORATION
(Exact name of registrant as specified in its charter)
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Michigan
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38-3360865 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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310 Leonard Street NW, Grand
Rapids, Michigan
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49504 |
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(Address of principal executive offices)
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(Zip Code) |
(616) 406-3000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered |
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Common Stock
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The Nasdaq Stock Market LLC |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
The aggregate value of the common equity held by non-affiliates (persons other than directors
and executive officers) of the registrant, computed by reference to the average of the closing bid
and asked prices of the common stock as of the last business day of the registrants most recently
completed second fiscal quarter, was approximately $290.6 million.
As of February 12, 2007, there were issued and outstanding 8,027,853 shares of the
registrants common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2007 annual meeting of shareholders (Portions of Part III).
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
The Company
Mercantile Bank Corporation is a registered bank holding company under the Bank Holding
Company Act of 1956, as amended (the Bank Holding Company Act). Unless the text clearly suggests
otherwise, references to us, we, our, or the company include Mercantile Bank Corporation
and its wholly-owned subsidiaries. As a bank holding company, we are subject to regulation by the
Board of Governors of the Federal Reserve System (the Federal Reserve Board). We were organized
on July 15, 1997, under the laws of the State of Michigan, primarily for the purpose of holding all
of the stock of Mercantile Bank of Michigan (our bank), and of such other subsidiaries as we may
acquire or establish. Our bank commenced business on December 15, 1997.
Mercantile Bank Mortgage Company initiated business in October 2000 as a subsidiary of our
bank, and was reorganized as Mercantile Bank Mortgage Company, LLC (our mortgage company), on
January 1, 2004. Mercantile Insurance Center, Inc. (our insurance company), a subsidiary of our
bank, commenced operations during 2002 to offer insurance products. Mercantile Bank Real Estate
Co., L.L.C., (our real estate company), a subsidiary of our bank, was organized on July 21, 2003,
principally to develop, construct and own our new facility in downtown Grand Rapids which serves as
our banks new main office and Mercantile Bank Corporations headquarters. Mercantile Bank Capital
Trust I (the Mercantile trust), a business trust subsidiary, was formed in September 2004 to
issue trust preferred securities.
To date we have raised capital from our initial public offering of common stock in October
1997, a public offering of common stock in July 1998, three private placements of common stock
during 2001, a public offering of common stock in August 2001 and a public offering of common stock
in September 2003. In addition, we raised capital through a public offering of $16.0 million of
trust preferred securities in 1999, which was refinanced as part of a $32.0 million private
placement of trust preferred securities in 2004. Our expenses have generally been paid using the
proceeds of the capital sales and dividends from our bank. Our principal source of future
operating funds is expected to be dividends from our bank.
We filed an election to become a financial holding company, pursuant to the Bank Holding
Company Act, as amended by Title I of the Gramm-Leach-Bliley Act and implementing Federal Reserve
Board regulations, which election became effective March 23, 2000.
Our Bank
Our bank is a state banking company that operates under the laws of the State of Michigan,
pursuant to a charter issued by the Michigan Office of Financial and Insurance Services. Our
banks deposits are insured to the maximum extent permitted by law by the Federal Deposit Insurance
Corporation (FDIC). Our banks primary service area is the Kent and Ottawa County areas of West
Michigan, which includes the City of Grand Rapids, the second largest city in the State of
Michigan. In addition, our bank opened new offices in the cities of East Lansing and Ann Arbor,
Michigan, during 2005.
Our bank, through its eight offices, provides commercial and retail banking services primarily
to small- to medium-sized businesses based in and around the Grand Rapids, Holland, Lansing and Ann
Arbor metropolitan areas. These offices consist of a main office located at 310 Leonard Street NW,
Grand Rapids, Michigan, a combination branch and retail loan center located at 4613 Alpine Avenue
NW, Comstock Park, Michigan, a combination branch and operations center located at 5610 Byron
Center Avenue SW, Wyoming, Michigan, and branches located at 4860 Broadmoor Avenue SE, Kentwood,
Michigan, 3156 Knapp Street NE, Grand Rapids, Michigan, 880 East 16th Street, Holland,
Michigan, 1651 West Lake Lansing Road, East Lansing, Michigan, and 325 Eisenhower Parkway, Ann
Arbor, Michigan.
2.
Our bank makes secured and unsecured commercial, construction, mortgage and consumer loans,
and accepts checking, savings and time deposits. Our bank owns six automated teller machines
(ATM), located at our branch locations in Grand Rapids and Holland, that participate in the MAC,
NYCE and PLUS regional network systems, as well as other ATM networks throughout the country. Our
bank also enables customers to conduct certain loan and deposit transactions by telephone and
personal computer. Courier service is provided to certain commercial customers, and safe deposit
facilities are available at our branch locations in Grand Rapids and Holland. Our bank does not
have trust powers. In December 2001, our bank entered into a joint brokerage services and
marketing agreement with Raymond James Financial Services, Inc. to make available to its customers
financial planning, retail brokerage, equity research, insurance and annuities, retirement
planning, trust services and estate planning.
Our Mortgage Company
Our mortgage companys predecessor, Mercantile Bank Mortgage Company, commenced operations on
October 24, 2000, when our bank contributed most of its residential mortgage loan portfolio and
participation interests in certain commercial mortgage loans to Mercantile Bank Mortgage Company.
On the same date, our bank also transferred its residential mortgage origination function to
Mercantile Bank Mortgage Company. On January 1, 2004, Mercantile Bank Mortgage Company was
reorganized as Mercantile Bank Mortgage Company, LLC, a limited liability company, which is 99%
owned by our bank and 1% owned by our insurance company. The reorganization had no impact on the
companys financial position or results of operations. Mortgage loans originated and held by our
mortgage company are serviced by our bank pursuant to a servicing agreement.
Our Insurance Company
Our insurance company acquired an existing shelf insurance agency effective April 15, 2002.
An Agency and Institution Agreement was entered into among our insurance company, our bank and Hub
International for the purpose of providing programs of mass marketed personal lines of insurance.
Insurance product offerings include private passenger automobile, homeowners, personal inland
marine, boat owners, recreational vehicle, dwelling fire, umbrella policies, small business and
life insurance products, all of which are provided by and written through companies that have
appointed Hub International as their agent.
Our Real Estate Company
Our real estate company was organized on July 21, 2003, principally to develop, construct and
own our facility in downtown Grand Rapids that serves as our banks main office and Mercantile Bank
Corporations headquarters. This facility was placed into service during the second quarter of
2005. Our real estate company is 99% owned by our bank and 1% owned by our insurance company.
The Mercantile Trust
In 2004, we formed the Mercantile trust, a Delaware business trust. Mercantile trusts
business and affairs are conducted by its property trustee, a Delaware trust company, and three
individual administrative trustees who are employees and officers of the company. Mercantile trust
was established for the purpose of issuing and selling its Series A and Series B trust preferred
securities and common securities, and used the proceeds from the sales of those securities to
acquire Series A and Series B Floating Rate Notes issued by the company. Substantially all of the
net proceeds received by the company from the Series A transaction were used to redeem the trust
preferred securities that had been issued by MBWM Capital Trust I in September 1999. We
established MBWM Capital Trust I in 1999 to issue the trust preferred securities that were
redeemed. Substantially all of the net proceeds received by the company from the Series B
transaction were contributed to our bank as capital. The Series A and Series B Floating Rate Notes
are categorized on our consolidated financial statements as subordinated debentures. Additional
information regarding Mercantile trust is incorporated by reference to Note 15 Subordinated
Debentures and Note 16 Regulatory Matters of the Notes to Consolidated Financial Statements
included in this Annual Report on pages F-54 through F-56.
3.
Effect of Government Monetary Policies
Our earnings are affected by domestic economic conditions and the monetary and fiscal policies
of the United States government, its agencies, and the Federal Reserve Board. The Federal Reserve
Boards monetary policies have had, and will likely continue to have, an important impact on the
operating results of commercial banks through its power to implement national monetary policy in
order to, among other things, curb inflation, maintain employment, and mitigate economic
recessions. The policies of the Federal Reserve Board have a major effect upon the levels of bank
loans, investments and deposits through its open market operations in United States government
securities, and through its regulation of, among other things, the discount rate on borrowings of
member banks and the reserve requirements against member bank deposits. Our bank maintains
reserves directly with the Federal Reserve Bank of Chicago to the extent required by law. It is
not possible to predict the nature and impact of future changes in monetary and fiscal policies.
Regulation and Supervision
As a bank holding company under the Bank Holding Company Act, we are required to file an
annual report with the Federal Reserve Board and such additional information as the Federal Reserve
Board may require. We are also subject to examination by the Federal Reserve Board.
The Bank Holding Company Act limits the activities of bank holding companies that have not
qualified as financial holding companies to banking and the management of banking organizations,
and to certain non-banking activities. These non-banking activities include those activities that
the Federal Reserve Board found, by order or regulation as of the day prior to enactment of the
Gramm-Leach-Bliley Act, to be so closely related to banking as to be a proper incident to banking.
These non-banking activities include, among other things: operating a mortgage company, finance
company, or factoring company; performing certain data processing operations; providing certain
investment and financial advice; acting as an insurance agent for certain types of credit-related
insurance; leasing property on a full-payout, nonoperating basis; and providing discount securities
brokerage services for customers. With the exception of the activities of our mortgage company
discussed above, neither we nor any of our subsidiaries engages in any of the non-banking
activities listed above.
In March 2000, our election to become a financial holding company, as permitted by the Bank
Holding Company Act, as amended by Title I of the Gramm-Leach-Bliley Act, was accepted by the
Federal Reserve Board. In order to continue as a financial holding company, we and our bank must
satisfy statutory requirements regarding capitalization, management, and compliance with the
Community Reinvestment Act. As a financial holding company, we are permitted to engage in a
broader range of activities than are permitted to bank holding companies.
Those expanded activities include any activity which the Federal Reserve Board (in certain
instances in consultation with the Department of the Treasury) determines, by order or regulation,
to be financial in nature or incidental to such financial activity, or to be complementary to a
financial activity and not to pose a substantial risk to the safety or soundness of depository
institutions or the financial system generally. Such expanded activities include, among others:
insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability or death,
or issuing annuities, and acting as principal, agent, or broker for such purposes; providing
financial, investment, or economic advisory services, including advising a mutual fund; and
underwriting, dealing in, or making a market in securities. Other than the insurance agency
activities of our insurance company, neither we nor our subsidiaries presently engage in any of the
expanded activities.
Our bank is subject to restrictions imposed by federal law and regulation. Among other
things, these restrictions apply to any extension of credit to us or to our other subsidiaries, to
investments in stock or other securities that we issue, to the taking of such stock or securities
as collateral for loans to any borrower, and to acquisitions of assets or services from, and sales
of certain types of assets to, us or our other subsidiaries. Federal law restricts our ability to
borrow from our bank by limiting the aggregate amount we may borrow and by requiring that all loans
to us be secured in designated amounts by specified forms of collateral.
4.
With respect to the acquisition of banking organizations, we are generally required to obtain
the prior approval of the Federal Reserve Board before we can acquire all or substantially all of
the assets of any bank, or acquire ownership or control of any voting shares of any bank or bank
holding company, if, after the acquisition, we would own or control more than 5% of the voting
shares of the bank or bank holding company. Acquisitions of banking organizations across state
lines are subject to certain restrictions imposed by Federal and state laws and regulations.
Employees
As of December 31, 2006, we and our bank employed 256 full-time and 69 part-time persons.
Management believes that relations with employees are good.
Lending Policy
As a routine part of our business, we make loans and leases to businesses and individuals
located within our market areas. Our lending policy states that the function of the lending
operation is twofold: to provide a means for the investment of funds at a profitable rate of return
with an acceptable degree of risk, and to meet the credit needs of the creditworthy businesses and
individuals who are our customers. We recognize that in the normal business of lending, some
losses on loans and leases will be inevitable and should be considered a part of the normal cost of
doing business.
Our lending policy anticipates that priorities in extending loans and leases will be modified
from time to time as interest rates, market conditions and competitive factors change. The policy
sets forth guidelines on a nondiscriminatory basis for lending in accordance with applicable laws
and regulations. The policy describes various criteria for granting loans and leases, including
the ability to pay; the character of the customer; evidence of financial responsibility; purpose of
the loan or lease; knowledge of collateral and its value; terms of repayment; source of repayment;
payment history; and economic conditions.
The lending policy further limits the amount of funds that may be loaned or leased against
specified types of real estate collateral. For certain loans secured by real estate, the policy
requires an appraisal of the property offered as collateral by a state certified independent
appraiser. The policy also provides general guidelines for loan to value and lease to value limits
for other types of collateral, such as accounts receivable and machinery and equipment. In
addition, the policy provides general guidelines as to environmental analysis, loans to employees,
executive officers and directors, problem loan and lease identification, maintenance of an
allowance for loan and lease losses, loan and lease review and grading, mortgage and consumer
lending, and other matters relating to our lending practices.
The Board of Directors has delegated significant lending authority to officers of our bank.
The Board of Directors believes this empowerment, supported by our strong credit culture and the
significant experience of our commercial lending staff, makes us responsive to our customers. The
loan policy currently specifies lending authority for certain officers up to $3.0 million, and
$10.0 million for our banks Chairman of the Board and its President and Chief Executive Officer;
however, the $10.0 million lending authority is generally used only in rare circumstances where
timing is of the essence. Generally, loan requests exceeding $2.5 million require approval by the
Officers Loan Committee, and loan requests exceeding $4.0 million, up to the legal lending limit of
approximately $33.6 million, require approval by the Board of Directors. In most circumstances, we
apply an in-house lending limit that is significantly less than our banks legal lending limit.
Lending Activity
Commercial Loans. Our commercial lending group originates commercial loans and leases
primarily in our market areas. Our commercial lenders have extensive commercial lending
experience, with most having at least ten years experience. Loans and leases are originated for
general business purposes, including working capital, accounts receivable financing, machinery and
equipment acquisition, and commercial real estate financing, including new construction and land
development.
5.
Working capital loans are often structured as a line of credit and are reviewed periodically
in connection with the borrowers year-end financial reporting. These loans are generally secured
by substantially all of the assets of the borrower, and have an interest rate tied to the national
prime rate. Loans and leases for machinery and equipment purposes typically have a maturity of
three to five years and are fully amortizing, while commercial real estate loans are usually
written with a five-year maturity and amortize over a 15 year period. Commercial loans and leases
typically have an interest rate that is fixed to maturity or is tied to the national prime rate.
We evaluate many aspects of a commercial loan or lease transaction in order to minimize credit
and interest rate risk. Underwriting includes an assessment of the management, products, markets,
cash flow, capital, income and collateral. This analysis includes a review of the borrowers
historical and projected financial results. Appraisals are generally required by certified
independent appraisers where real estate is the primary collateral, and in some cases, where
equipment is the primary collateral. In certain situations, for creditworthy customers, we may
accept title reports instead of requiring lenders policies of title insurance.
Commercial real estate lending involves more risk than residential lending because loan
balances are greater and repayment is dependent upon the borrowers business operations. We
attempt to minimize the risks associated with these transactions by generally limiting our
commercial real estate lending to owner-operated properties of well-known customers or new
customers whose businesses have an established profitable history. In many cases, risk is further
reduced by limiting the amount of credit to any one borrower to an amount considerably less than
our legal lending limit and avoiding certain types of commercial real estate financings.
We have no material foreign loans, and no material loans to energy producing customers. We
have only limited exposure to companies engaged in agricultural-related activities.
Single-Family Residential Real Estate Loans. Our mortgage company originates single-family
residential real estate loans in our market area, usually according to secondary market
underwriting standards. Loans not conforming to those standards are made in limited circumstances.
Single-family residential real estate loans provide borrowers with a fixed or adjustable interest
rate with terms up to 30 years.
Our bank has a home equity line of credit program. Home equity credit is generally secured by
either a first or second mortgage on the borrowers primary residence. The program provides
revolving credit at a rate tied to the national prime rate.
Consumer Loans. We originate consumer loans for a variety of personal financial needs,
including new and used automobiles, boat loans, credit cards and overdraft protection for our
checking account customers. Consumer loans generally have shorter terms and higher interest rates
and usually involve more credit risk than single-family residential real estate loans because of
the type and nature of the collateral.
We believe our consumer loans are underwritten carefully, with a strong emphasis on the amount
of the down payment, credit quality, employment stability and monthly income of the borrower.
These loans are generally repaid on a monthly repayment schedule with the source of repayment tied
to the borrowers periodic income. In addition, consumer lending collections are dependent on the
borrowers continuing financial stability, and are thus likely to be adversely affected by job
loss, illness and personal bankruptcy. In many cases, repossessed collateral for a defaulted
consumer loan will not provide an adequate source of repayment of the outstanding loan balance
because of depreciation of the underlying collateral.
We believe that the generally higher yields earned on consumer loans compensate for the
increased credit risk associated with such loans, and that consumer loans are important to our
efforts to serve the credit needs of the communities and customers that we serve.
6.
Loan and Lease Portfolio Quality
We utilize a comprehensive grading system for our commercial loans and leases as well as
residential mortgage and consumer loans. All commercial loans and leases are graded on a ten grade
rating system. The rating system utilizes standardized grade paradigms that analyze several
critical factors such as cash flow, management and collateral coverage. All commercial loans and
leases are graded at inception and reviewed at various intervals thereafter. Residential mortgage
and consumer loans are graded on a four grade rating system using a separate standardized grade
paradigm that analyzes several critical factors such as debt-to-income and credit and employment
histories. Residential mortgage and consumer loans are graded on a random sampling basis after the
loan has been made.
Our independent loan and lease review program is primarily responsible for the administration
of the grading system and ensuring adherence to established lending policies and procedures. The
loan and lease review program is an integral part of maintaining our strong asset quality culture.
The loan and lease review function works closely with senior management, although it functionally
reports to the Board of Directors. All commercial loan and lease relationships equal to or
exceeding $1.8 million are formally reviewed every twelve months, with a random sampling performed
on credits under $1.8 million. Our watch list credits are reviewed monthly by our Watch List
Committee, which is comprised of personnel from the administration, lending and loan and lease
review functions.
Loans and leases are placed in a nonaccrual status when, in our opinion, uncertainty exists as
to the ultimate collection of principal and interest. As of December 31, 2006, loans and leases
placed in nonaccrual status totaled $7.8 million, or 0.44% of total loans and leases. As of the
same date, loans and leases past due 90 days or more and still accruing interest totaled $0.8
million, or 0.05% of total loans and leases. As of December 31, 2006, there were no other
significant loans and leases where known information about credit problems of borrowers warranted
the placing of the loans or leases in a nonaccrual status. We are not aware of any potential
problem credits that could have a material adverse effect on our operating results, liquidity, or
capital resources.
Additional detail and information relative to the loan and lease portfolio is incorporated by
reference to Managements Discussion and Analysis of Financial Condition and Results of Operation
(Managements Discussion and Analysis) beginning on Page F-4 and Note 3 of the Consolidated
Financial Statements on pages F-43 and F-44 included in this Annual Report.
Allowance for Loan and Lease Losses
In each accounting period, we adjust the allowance for loan and lease losses (allowance) to
the amount we believe is necessary to maintain the allowance at adequate levels. Through the loan
and lease review and credit departments, we attempt to allocate specific portions of the allowance
based on specifically identifiable problem loans and leases. The evaluation of the allowance is
further based on, but not limited to, consideration of the internally prepared Loan Loss Reserve
Analysis (Reserve Analysis), composition of the loan and lease portfolio, third party analysis of
the loan and lease administration processes and portfolio and general economic conditions. In
addition, the strong commercial loan and lease growth is taken into account.
7.
The Reserve Analysis, used since our inception and completed monthly, applies reserve
allocation factors to outstanding loan and lease balances to calculate an overall allowance dollar
amount. For commercial loans and leases, which continue to comprise a vast majority of our total
loans and leases, reserve allocation factors are based upon the loan ratings as determined by our
standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type
of credit. Adjustments for specific lending relationships, including impaired loans and leases,
are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent
levels and historical trends of net loan charge-offs and non-performing assets, the comparison of
the recent levels and historical trends of net loan charge-offs and non-performing assets with a
customized peer group consisting of ten similarly-sized publicly traded banking organizations
conducting business in the states of Michigan, Illinois, Indiana and/or Ohio, the review and
consideration of our loan migration analysis and the experience of senior management making similar
loans and leases for an extensive period of time. We regularly review the Reserve Analysis and
make adjustments periodically based upon identifiable trends and experience.
We believe that the present allowance is adequate, based on the broad range of considerations
listed above.
The primary risks associated with commercial loans and leases are the financial condition of
the borrower, the sufficiency of collateral, and lack of timely payment. We have a policy of
requesting and reviewing periodic financial statements from our commercial loan and lease
customers, and periodically reviewing existence of collateral and its value. The primary risk
element that we consider for consumer and residential real estate loan is lack of timely payment.
We have a reporting system that monitors past due loans and have adopted policies to pursue our
creditors rights in order to preserve our banks collateral position.
Additional detail regarding the allowance is incorporated by reference to Managements
Discussion and Analysis beginning on Page F-4 and Note 3 of the Notes to Consolidated Financial
Statements of the Company on pages F-43 and F-44 included in this Annual Report.
Although we believe the allowance is adequate to absorb probable incurred losses as they
arise, there can be no assurance that we will not sustain losses in any given period which could be
substantial in relation to, or greater than, the size of the allowance.
Investments
Bank Holding Company Investments. The principal investments of our bank holding company are
the investments in the common stock of our bank and the common securities of Mercantile trust.
Other funds of our bank holding company may be invested from time to time in various debt
instruments.
As a bank holding company, we are also permitted to make portfolio investments in equity
securities and to make equity investments in subsidiaries engaged in a variety of non-banking
activities, which include real estate-related activities such as community development, real estate
appraisals, arranging equity financing for commercial real estate, and owning and operating real
estate used substantially by our bank or acquired for its future use. In addition, our bank
holding companys qualification as a financial holding company enables us to make equity
investments in companies engaged in a broader range of financial activities than we could do
without that qualification. Such expanded activities include insuring, guaranteeing, or
indemnifying against loss, harm, damage, illness, disability or death, or issuing annuities, and
acting as principal, agent, or broker for such purposes; providing financial, investment, or
economic advisory services, including advising a mutual fund; and underwriting, dealing in, or
making a market in securities. Our bank holding company has no plans at this time to make directly
any of these equity investments at the bank holding company level. Our Board of Directors may,
however, alter the investment policy at any time without shareholder approval.
8.
In addition, so long as our bank holding company is qualified as a financial holding company,
it would be permitted, as part of the business of underwriting or merchant banking activity and
under certain circumstances and procedures, to invest in shares or other ownership interests in, or
assets of, companies engaged in non-financial activities. In order to make those investments, our
bank holding company would be required (i) to become, or to have an affiliate that is, a registered
securities broker or dealer or a registered municipal securities dealer, or (ii) to control both an
insurance company predominantly engaged in underwriting life, accident and health, or property and
casualty insurance (other than credit insurance) or issuing annuities, and a registered investment
adviser that furnishes investment advice to an insurance company. We do not currently have any
securities, insurance, or investment advisory affiliates of the required types, nor does our bank
holding company have any current plans to make any of the equity investments described in this
paragraph.
Our Banks Investments. Our bank may invest its funds in a wide variety of debt instruments
and may participate in the federal funds market with other depository institutions. Subject to
certain exceptions, our bank is prohibited from investing in equity securities. Among the equity
investments permitted for our bank under various conditions and subject in some instances to amount
limitations, are shares of a subsidiary insurance agency, mortgage company, real estate company, or
Michigan business and industrial development company, such as our insurance company, our mortgage
company, or our real estate company. Under another such exception, in certain circumstances and
with prior notice to or approval of the FDIC, our bank could invest up to 10% of its total assets
in the equity securities of a subsidiary corporation engaged in the acquisition and development of
real property for sale, or the improvement of real property by construction or rehabilitation of
residential or commercial units for sale or lease. Our bank has no present plans to make such an
investment. Real estate acquired by our bank in satisfaction of or foreclosure upon loans may be
held by our bank for specified periods. Our bank is also permitted to invest in such real estate
as is necessary for the convenient transaction of its business. Our banks Board of Directors may
alter the banks investment policy without shareholder approval at any time.
Additional detail and information relative to the securities portfolio is incorporated by
reference to Managements Discussion and Analysis beginning on Page F-4 and Note 2 of the Notes to
Consolidated Financial Statements on pages F-40 through F-42 included in this Annual Report.
Competition
Our primary markets for loans and core deposits are the Grand Rapids, Holland, Lansing and Ann
Arbor metropolitan areas. We face substantial competition in all phases of our operations from a
variety of different competitors. We compete for deposits, loans and other financial services with
numerous Michigan-based and out-of-state banks, savings banks, thrifts, credit unions and other
financial institutions as well as from other entities that provide financial services. Some of the
financial institutions and financial service organizations with which we compete are not subject to
the same degree of regulation as we are. Many of our primary competitors have been in business for
many years, have established customer bases, are larger, have substantially higher lending limits
than we do, and offer larger branch networks and other services which we do not. Most of these
same entities have greater capital resources than we do, which, among other things, may allow them
to price their services at levels more favorable to the customer and to provide larger credit
facilities than we do. Under the Gramm-Leach-Bliley Act, effective March 11, 2000, securities
firms and insurance companies that elect to become financial holding companies may acquire banks
and other financial institutions. The Gramm-Leach-Bliley Act may significantly change the
competitive environment in which we conduct our business. The financial services industry is also
likely to become more competitive as further technological advances enable more companies to
provide financial services.
Selected Statistical Information
Managements Discussion and Analysis beginning on Page F-4 in this Annual Report includes
selected statistical information.
9.
Return on Equity and Assets
Return on Equity and Asset information is included in Managements Discussion and Analysis
beginning on Page F-4 in this Annual Report.
Available Information
We maintain an internet website at www.mercbank.com. We make available on or through our
website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practical after we
electronically file such material with, or furnish it to, the Securities and Exchange Commission.
We do not intend the address of our website to be an active link or to otherwise incorporate the
contents of our website into this Annual Report.
ITEM 1A. RISK FACTORS
The following risk factors could affect our business, financial condition or results of
operations. These risk factors should be considered in connection with evaluating the
forward-looking statements contained in this Annual Report because they could cause the actual
results and conditions to differ materially from those projected in forward-looking statements.
Before you buy our common stock, you should know that investing in our common stock involves risks,
including the risks described below. The risks that are highlighted here are not the only ones we
face. If the adverse matters referred to in any of the risks actually occur, our business,
financial condition or operations could be adversely affected. In that case, the trading price of
our common stock could decline, and you may lose all or part of your investment.
Adverse changes in economic conditions or interest rates may negatively affect our earnings,
capital and liquidity.
The results of operations for financial institutions, including our bank, may be materially
and adversely affected by changes in prevailing local and national economic conditions, including
declines in real estate market values and the related declines in value of our real estate
collateral, rapid increases or decreases in interest rates and changes in the monetary and fiscal
policies of the federal government. Our profitability is heavily influenced by the spread between
the interest rates we earn on loans and investments and the interest rates we pay on deposits and
other interest-bearing liabilities. Substantially all of our loans are to businesses and
individuals in western, south central, or southeastern Michigan, and any decline in the economy of
these areas could adversely affect us. Like most banking institutions, our net interest spread and
margin will be affected by general economic conditions and other factors that influence market
interest rates and our ability to respond to changes in these rates. At any given time, our assets
and liabilities may be such that they will be affected differently by a given change in interest
rates.
Our credit losses could increase and our allowance for loan and lease losses may not be adequate to
cover actual loan losses.
The risk of nonpayment of loans is inherent in all lending activities, and nonpayment, when it
occurs, may have a materially adverse effect on our earnings and overall financial condition as
well as the value of our common stock. Our focus on commercial lending may result in a larger
concentration of loans to small businesses. As a result, we may assume different or greater
lending risks than other banks. We make various assumptions and judgments about the collectibility
of our loan portfolio and provide an allowance for losses based on several factors. If our
assumptions are wrong, our allowance for loan and lease losses may not be sufficient to cover our
losses, which would have an adverse effect on our operating results. While we have not experienced
unusual amounts of charge-offs or nonperforming loans, we cannot assure you that we will not
experience an increase in delinquencies and losses as the loans and leases continue to mature. The
actual amounts of future provisions for loan and lease losses cannot be determined at this time and
may exceed the amounts of past provisions. Additions to our allowance for loan and lease losses
decrease our net income.
10.
We rely heavily on our management and other key personnel, and the loss of any of them may
adversely affect our operations.
We are and will continue to be dependent upon the services of our management team, including
Gerald R. Johnson, Jr., our Chairman and Chief Executive Officer, Michael H. Price, our President
and Chief Operating Officer, and our other senior managers. The loss of either Mr. Johnson or Mr.
Price, or any of our other senior managers, could have an adverse effect on our growth and
performance. We have entered into employment contracts with Mr. Johnson and Mr. Price and two
other executive officers. The contracts provide for a three year employment period that is
extended for an additional year each year unless a notice is given indicating that the contract
will not be extended.
In addition, we continue to depend on our city presidents and key commercial loan officers.
Our city presidents and several of our commercial loan officers are responsible, or share
responsibility, for generating and managing a significant portion of our commercial loan and lease
portfolio. Our success can be attributed in large part to the relationships these officers as well
as members of our management team have developed and are able to maintain with our customers as we
continue to implement our community banking philosophy. The loss of any of these commercial loan
officers could adversely affect our loan and lease portfolio and performance, and our ability to
generate new loans and leases. Many of our key employees have signed agreements with us agreeing
not to compete with us in one or more of our markets for specified time periods if they leave
employment with us.
Some of the other financial institutions in our markets also require their key employees to
sign agreements that preclude or limit their ability to leave their employment and compete with
them or solicit their customers. These agreements make it more difficult for us to hire loan
officers with experience in our markets who can immediately solicit their former or new customers
on our behalf.
Decline in the availability of out-of-area deposits could cause liquidity or interest rate margin
concerns, or limit our growth.
We have utilized and expect to continue to utilize out-of-area or wholesale deposits to
support our asset growth. These deposits are generally a lower cost source of funds when compared
to the interest rates that we would have to offer in our local markets to generate a commensurate
level of funds. In addition, the overhead costs associated with wholesale deposits are
considerably less than the overhead costs we would incur to obtain and administer a similar level
of local deposits. A decline in the availability of these wholesale deposits would require us to
fund our growth with more costly funding sources, which could reduce our net interest margin, limit
our growth, reduce our asset size, or increase our overhead costs.
Future sales of our common stock or other securities may dilute the value of our common stock.
In many situations, our Board of Directors has the authority, without any vote of our
shareholders, to issue shares of our authorized but unissued stock, including shares authorized and
unissued under our Stock Incentive Plan of 2006. In the future, we may issue additional
securities, through public or private offerings, in order to raise additional capital. Any such
issuance would dilute the percentage of ownership interest of existing shareholders and may dilute
the per share book value of the common stock. In addition, option holders under our stock-based
incentive plans may exercise their options at a time when we would otherwise be able to obtain
additional equity capital on more favorable terms.
11.
Our growth and expansion may be limited by many factors.
Our primary growth strategy has been to grow internally by increasing our business in the
western Michigan area, and more recently in the Lansing and Ann Arbor areas of Michigan. We are
also considering other areas in which we may expand our business. This internal growth strategy
depends in large part on generating an increasing level of loans and deposits at acceptable risk
and interest rate levels without commensurate increases in non-interest expenses. There can be no
assurance that we will be successful in continuing our growth strategy due to delays and other
impediments resulting from regulatory oversight, limited availability of qualified personnel and
favorable and cost effective branch sites, and management time, capital, and expenses required to
develop new branch sites and markets. In addition, the success of our growth strategy will depend
on maintaining sufficient regulatory capital levels and on adequate economic conditions in our
market areas.
In addition, although we have no current plans to do so, we may acquire banks, related
businesses or branches of other financial institutions that we believe provide a strategic fit with
our business. To the extent that we grow through acquisitions, we cannot assure you that we will
be able to adequately or profitably manage this growth. Acquiring other banks, businesses, or
branches involves risks commonly associated with acquisitions, including exposure to unknown or
contingent liabilities and asset quality issues, difficulty and expense of integrating the
operations and personnel, potential disruption to our business including the diversion of
managements time and attention, and the possible loss of key employees and customers.
Our future success is dependent on our ability to compete effectively in the highly competitive
banking industry.
We face substantial competition in all phases of our operations from a variety of different
competitors. Our future growth and success will depend on our ability to compete effectively in
this highly competitive environment. We compete for deposits, loans and other financial services
with numerous Michigan-based and out-of-state banks, thrifts, credit unions and other financial
institutions as well as other entities that provide financial services, including securities firms
and mutual funds. Some of the financial institutions and financial service organizations with
which we compete are not subject to the same degree of regulation as we are. Most of our
competitors have been in business for many years, have established customer bases, are larger, have
substantially higher lending limits than we do and offer branch networks and other services which
we do not, including trust and international banking services. Most of these entities have greater
capital and other resources than we do, which, among other things, may allow them to price their
services at levels more favorable to the customer and to provide larger credit facilities than we
do. This competition may limit our growth or earnings. Under the Gramm-Leach-Bliley Act of 1999,
effective March 11, 2000, securities firms and insurance companies that elect to become financial
holding companies may acquire banks and other financial institutions. The Gramm-Leach-Bliley Act
affects the competitive environment in which we conduct business. The financial services industry
is also likely to become more competitive as further technological advances enable more companies
to provide financial services. These technological advances may diminish the importance of
depository institutions and other financial intermediaries in the transfer of funds between
parties.
We are subject to significant government regulation, and any regulatory changes may adversely
affect us.
The banking industry is heavily regulated under both federal and state law. These regulations
are primarily intended to protect customers, not our creditors or shareholders. Existing state and
federal banking laws subject us to substantial limitations with respect to the making of loans, the
purchase of securities, the payment of dividends and many other aspects of our business. Some of
these laws may benefit us, others may increase our costs of doing business, or otherwise adversely
affect us and create competitive advantages for others. Regulations affecting banks and financial
services companies undergo continuous change, and we cannot predict the ultimate effect of these
changes, which could have a material adverse effect on our profitability or financial condition.
Federal economic and monetary policy may also affect our ability to attract deposits, make loans
and achieve satisfactory interest spreads.
12.
We continually encounter technological change, and we may have fewer resources than our competitors
to continue to invest in technological improvements.
The banking industry is undergoing technological changes with frequent introductions of new
technology-driven products and services. In addition to better serving customers, the effective
use of technology increases efficiency and enables financial institutions to reduce costs. Our
future success will depend, in part, on our ability to address the needs of our customers by using
technology to provide products and services that will satisfy customer demands for convenience as
well as create additional efficiencies in our operations. Many of our competitors have
substantially greater resources to invest in technological improvements. There can be no assurance
that we will be able to effectively implement new technology-driven products and services or be
successful in marketing these products and services to our customers.
Our Articles of Incorporation and By-laws and the laws of Michigan contain provisions that may
discourage or prevent a takeover of our company and reduce any takeover premium.
Our Articles of Incorporation and By-laws, and the corporate laws of the State of Michigan,
include provisions which are designed to provide our Board of Directors with time to consider
whether a hostile takeover offer is in our and our shareholders best interest. These provisions,
however, could discourage potential acquisition proposals and could delay or prevent a change in
control. The provisions also could diminish the opportunities for a holder of our common stock to
participate in tender offers, including tender offers at a price above the then-current market
price for our common stock. These provisions could also prevent transactions in which our
shareholders might otherwise receive a premium for their shares over then-current market prices,
and may limit the ability of our shareholders to approve transactions that they may deem to be in
their best interests.
The Michigan Business Corporation Act contains provisions intended to protect shareholders and
prohibit or discourage various types of hostile takeover activities. In addition to these
provisions and the provisions of our Articles of Incorporation and Bylaws, federal law requires the
Federal Reserve Boards approval prior to acquiring control of a bank holding company. All of
these provisions may delay or prevent a change in control without action by our shareholders and
could adversely affect the price of our common stock.
There is a limited trading market for our common stock.
The price of our common stock has been, and will likely continue to be, subject to
fluctuations based on, among other things, economic and market conditions for bank holding
companies and the stock market in general, as well as changes in investor perceptions of our
company. The issuance of new shares of our common stock also may affect the market for our common
stock.
Our common stock is traded on the Nasdaq Global Select Market under the symbol MBWM. The
development and maintenance of an active public trading market depends upon the existence of
willing buyers and sellers, the presence of which is beyond our control. While we are a
publicly-traded company, the volume of trading activity in our stock is still relatively limited.
Even if a more active market develops, there can be no assurance that such a market will continue,
or that our shareholders will be able to sell their shares at or above the offering price.
We have paid a 5% stock dividend on our common stock each year since 2001, and have paid a
quarterly cash dividend each quarter beginning with the first quarter of 2003. While we expect to
continue paying cash dividends, there is no assurance that we will continue to do so.
13.
Our business is subject to operational risks.
We, like most financial institutions, are exposed to many types of operational risks,
including the risk of fraud by employees or outsiders, unauthorized transactions by employees or
operational errors. Operational errors may include clerical or record keeping errors or those
resulting from faulty or disabled computer or telecommunications systems. Given our volume of
transactions, certain errors may be repeated or compounded before they are discovered and
successfully corrected. Our necessary dependence upon automated systems to record and process our
transaction volume may further increase the risk that technical system flaws or employee tampering
or manipulation of those systems will result in losses that are difficult to detect.
We may also be subject to disruptions of our operating systems arising from events that are
wholly or partially beyond our control, including, for example, computer viruses or electrical or
telecommunications outages, which may give rise to losses in service to customers and to loss or
liability to us. We are further exposed to the risk that our external vendors may be unable to
fulfill their contractual obligations to us, or will be subject to the same risk of fraud or
operational errors by their respective employees as are we, and to the risk that our or our
vendors business continuity and data security systems prove not to be sufficiently adequate. We
also face the risk that the design of our controls and procedures prove inadequate or are
circumvented, causing delays in detection or errors in information. Although we maintain a system
of controls designed to keep operational risk at appropriate levels, there can be no assurance that
we will not suffer losses from operational risks in the future that may be material in amount.
ITEM IB. UNRESOLVED STAFF COMMENTS
We have received no written comments regarding our periodic or current reports from the staff
of the Securities and Exchange Commission that were issued 180 days or more before the end of our
2006 fiscal year and that remain unresolved.
ITEM 2. PROPERTIES
During 2005, our bank placed into service a new four-story facility located approximately two
miles north from the center of downtown Grand Rapids. Design and construction of this facility had
started during 2003. This new facility serves as the Companys headquarters and our banks main
office, and houses the administration function, our banks commercial lending and review function,
our banks loan operations function, a full service branch, portions of our banks retail lending
and business development function and our banks retail brokerage operation. A majority of
functions housed at this facility were formerly operated out of a leased facility located at 216
North Division Avenue, Grand Rapids, Michigan, approximately two miles from the new facility. The
new facility consists of approximately 55,000 square feet of usable space and contains multiple
drive-through lanes with ample parking. The land and building are owned by our real estate
company. The address of this facility is 310 Leonard Street NW, Grand Rapids, Michigan.
Our bank designed and constructed a full service branch and retail loan facility which opened
in July of 1999 in Alpine Township, a northwest suburb of Grand Rapids. The facility is one story
and has approximately 8,000 square feet of usable space. The land and building are owned by our
bank. The facility has multiple drive-through lanes and ample parking space. The address of this
facility is 4613 Alpine Avenue NW, Comstock Park, Michigan.
14.
During 2001, our bank designed and constructed two facilities on a 4-acre parcel of land
located in the City of Wyoming, a southwest suburb of Grand Rapids. The land had been purchased by
our bank in 2000. The larger of the two buildings is a full service branch and deposit operations
facility which opened in September of 2001. The facility is two-stories and has approximately
25,000 square feet of usable space. The facility is owned by our bank and has multiple
drive-through lanes and ample parking space. The address of this facility is 5610 Byron Center
Avenue SW, Wyoming, Michigan. The other building is a single-story facility with approximately
11,000 square feet of usable space. Our banks accounting, audit, loss prevention and wire
transfer functions are housed in this building, which underwent a renovation in 2005 that almost
doubled its size. This facility is also owned by our bank. The address of this facility is 5650
Byron Center Avenue SW, Wyoming, Michigan.
During 2002, our bank designed and constructed a full service branch which opened in December
of 2002 in the City of Kentwood, a southeast suburb of Grand Rapids. The land had been purchased
by our bank in 2001. The facility is one story and has approximately 10,000 square feet of usable
space. The facility is owned by our bank and has multiple drive-through lanes and ample parking
space. The address of this facility is 4860 Broadmoor Avenue SW, Kentwood, Michigan.
During 2003, our bank designed and constructed a full service branch in the northeast quadrant
of the City of Grand Rapids. The land had been purchased by our bank in 2002. The facility is one
story and has approximately 3,500 square feet of usable space. The facility is owned by our bank
and has multiple drive-through lanes and ample parking space. The address of this facility is 3156
Knapp Street NE, Grand Rapids, Michigan.
During 2003, our bank designed and started construction of a new two-story facility located in
Holland, Michigan. This facility, which was completed during the fourth quarter of 2004, serves as
a full service banking center for the Holland area, including commercial lending, retail lending
and a full service branch. The facility consists of approximately 30,000 square feet of usable
space and contains multiple drive-through lanes with ample parking. The address of this facility
is 880 East 16th Street, Holland, Michigan.
During 2005, our bank opened a branch facility in the City of East Lansing, Michigan. The
facility is one story and has approximately 7,500 square feet of usable space. The facility is
operated under a lease agreement between our bank and a third party. There is ample parking space,
but no drive-through lanes. The address of this facility is 1651 West Lake Lansing Road, East
Lansing, Michigan.
During 2005, our bank opened a branch facility in the City of Ann Arbor, Michigan. The
facility is one story and has approximately 10,000 square feet of usable space. The facility is
operated under a lease agreement between our bank and a third party. There is ample parking space,
but no drive-through lanes. The address of this facility is 325 Eisenhower Parkway, Ann Arbor,
Michigan.
During 2006, our bank purchased approximately 3 acres of vacant land and designed and
initiated construction of a new three-story facility in East Lansing, Michigan. This facility,
which is expected to be completed during the second quarter of 2007, will serve as a full service
banking center for the greater Lansing area, including commercial lending, retail lending, and a
full service branch. The facility will consist of approximately 27,000 square feet of usable space
and will contain multiple drive-through lanes with ample parking. When completed, this facility
will replace the leased facility noted above located on West Lake Lansing Road in East Lansing.
The address of this facility is 3737 Coolidge Road, East Lansing, Michigan.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may be involved in various legal proceedings that are incidental to our
business. In the opinion of management, we are not a party to any legal proceedings that are
material to our financial condition, either individually or in the aggregate.
15.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
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ITEM 5. |
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MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES |
Our common stock is traded on the Nasdaq Global Select Market under the symbol MBWM. At
February 12, 2007, there were 305 record holders of our common stock. In addition, we estimate
that there were approximately 4,000 beneficial owners of our common stock who own their shares
through brokers or banks.
The following table shows the high and low sales prices for our common stock as reported by
the Nasdaq Global Select Market for the periods indicated and the quarterly cash dividends paid by
us during those periods. The prices have been adjusted for the 5% stock dividends paid on May 16,
2006 and August 1, 2005.
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High |
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Low |
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Dividend |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
38.20 |
|
|
$ |
35.71 |
|
|
$ |
0.12 |
|
Second Quarter |
|
|
40.55 |
|
|
|
35.30 |
|
|
|
0.13 |
|
Third Quarter |
|
|
41.05 |
|
|
|
36.92 |
|
|
|
0.13 |
|
Fourth Quarter |
|
|
40.81 |
|
|
|
37.06 |
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|
|
0.13 |
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|
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|
|
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|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
41.52 |
|
|
$ |
34.65 |
|
|
$ |
0.10 |
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Second Quarter |
|
|
41.67 |
|
|
|
35.56 |
|
|
|
0.11 |
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Third Quarter |
|
|
45.95 |
|
|
|
39.68 |
|
|
|
0.11 |
|
Fourth Quarter |
|
|
40.92 |
|
|
|
35.67 |
|
|
|
0.11 |
|
Holders of our common stock are entitled to receive dividends that the Board of Directors may
declare from time to time. We may only pay dividends out of funds that are legally available for
that purpose. We are a holding company and substantially all of our assets are held by our
subsidiaries. Our ability to pay dividends to our shareholders depends primarily on our banks
ability to pay dividends to us. Dividend payments and extensions of credit to us from our bank are
subject to legal and regulatory limitations, generally based on capital levels and current and
retained earnings, imposed by law and regulatory agencies with authority over our bank. The
ability of our bank to pay dividends is also subject to its profitability, financial condition,
capital expenditures and other cash flow requirements. In addition, under the terms of our
subordinated debentures, we would be precluded from paying dividends on our common stock if an
event of default has occurred and is continuing under the subordinated debentures, or if we
exercised our right to defer payments of interest on the subordinated debentures, until the
deferral ended.
On January 9, 2007, we declared a $0.14 per share cash dividend on our common stock, payable
on March 9, 2007 to record holders as of February 9, 2007. We currently expect to continue to pay
a quarterly cash dividend, although there can be no assurance that we will continue to do so.
16.
Issuer Purchases of Equity Securities
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(c) Total Number of |
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(d) Maximum Number |
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|
(a) Total |
|
|
|
|
|
Shares Purchased as |
|
of Shares that May |
|
|
Number of |
|
(b) Average |
|
Part of Publicly |
|
Yet Be Purchased |
|
|
Shares |
|
Price Paid Per |
|
Announced Plans or |
|
Under the |
Period |
|
Purchased |
|
Share |
|
Programs |
|
Plans or Programs |
October 1 31 |
|
|
0 |
|
|
$ |
N/A |
|
|
|
0 |
|
|
|
0 |
|
November 1 30 |
|
|
421 |
|
|
|
38.35 |
|
|
|
0 |
|
|
|
0 |
|
December 1 31 |
|
|
0 |
|
|
|
N/A |
|
|
|
0 |
|
|
|
0 |
|
Total |
|
|
421 |
|
|
$ |
38.35 |
|
|
|
0 |
|
|
|
0 |
|
The shares shown in column (a) above as having been purchased were acquired from one of our
employees when she used shares of common stock that she already owned to pay part of the exercise
price when exercising stock options issued under one of our employee stock option plans.
Shareholder Return Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total
shareholder return on our common stock (based on the last reported sales price of the respective
year) with the cumulative total return of the Nasdaq Composite Index and the SNL Nasdaq Bank Index
from December 31, 2001 through December 31, 2006. The following is based on an investment of $100
on December 31, 2001 in our common stock, the Nasdaq Composite Index and the SNL Nasdaq Bank Index,
with dividends reinvested where applicable.
17.
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Period Ending |
Index |
|
12/31/01 |
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12/31/02 |
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12/31/03 |
|
12/31/04 |
|
12/30/05 |
|
12/31/06 |
|
Mercantile Bank Corporation |
|
|
100.00 |
|
|
|
139.90 |
|
|
|
229.27 |
|
|
|
263.15 |
|
|
|
272.06 |
|
|
|
283.42 |
|
NASDAQ Composite |
|
|
100.00 |
|
|
|
68.76 |
|
|
|
103.67 |
|
|
|
113.16 |
|
|
|
115.57 |
|
|
|
127.58 |
|
SNL NASDAQ Bank Index |
|
|
100.00 |
|
|
|
102.85 |
|
|
|
132.76 |
|
|
|
152.16 |
|
|
|
147.52 |
|
|
|
165.62 |
|
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data on page F-3 in this Annual Report is incorporated here by reference.
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ITEM 7. |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION |
Managements Discussion and Analysis on pages F-4 through F-22 in this Annual Report is
incorporated here by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the heading Market Risk Analysis on pages F-22 through F-25 in this
Annual Report is incorporated here by reference.
18.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements, Notes to Consolidated Financial Statements and the
Reports of Independent Registered Public Accounting Firm on pages F-26 through F-59 in this Annual
Report are incorporated here by reference.
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ITEM 9. |
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
On September 14, 2006, our Audit Committee concluded its proposal process for selection of an
independent registered public accounting firm for 2007, and appointed BDO Seidman, LLP as our
independent registered public accounting firm for the calendar year ending December 31, 2007. On
the same date, our Audit Committee determined to dismiss Crowe Chizek and Company LLC as our
independent registered public accounting firm after it completed its work for the calendar year
ending December 31, 2006, and advised Crowe Chizek and Company LLC that it would not be engaged as
our independent registered public accounting firm for the calendar year ending December 31, 2007.
We filed a report on Form 8-K with the Securities and Exchange Commission on September 19, 2006
reporting the change of accountants and making related disclosures.
ITEM 9A. CONTROLS AND PROCEDURES
As of December 31, 2006, an evaluation was performed under the supervision of and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures. Based
on that evaluation, our management, including our Chief Executive Officer and Chief Financial
Officer, concluded that our disclosure controls and procedures were effective as of December 31,
2006. There have been no significant changes in our internal controls over financial reporting
during the quarter ended December 31, 2006, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the
supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation
under the framework in Internal Control Integrated Framework, our management concluded that our
internal control over financial reporting was effective as of December 31, 2006. Our managements
assessment of the effectiveness of our internal control over financial reporting as of December 31,
2006 has been audited by Crowe Chizek and Company LLC, an independent registered public accounting
firm, as stated in their report which is included in this Annual Report.
ITEM 9B. OTHER INFORMATION
None
19.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information presented under the captions Election of Directors, Executive Officers,
Section 16(a) Beneficial Ownership Compliance and Corporate Governance Code of Ethics in the
definitive Proxy Statement of Mercantile for our April 26, 2007 Annual Meeting of Shareholders (the
Proxy Statement), a copy of which will be filed with the Securities and Exchange Commission
before the meeting date, is incorporated here by reference.
We have a separately-designated standing audit committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee
consist of Betty S. Burton, David M. Cassard, C. John Gill, David M. Hecht, Calvin D. Murdock and
Merle J. Prins. The Board of Directors has determined that Mr. Cassard, a member of the Audit
Committee, is qualified as an audit committee financial expert, as that term is defined in the
rules of the Securities and Exchange Commission. Mr. Cassard is independent, as independence for
audit committee members is defined in the Nasdaq listing standards and the rules of the Securities
and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION
The information presented under the captions Executive Compensation, Corporate Governance
Compensation Committee Interlocks and Insider Participation and Compensation Committee Report in
the Proxy Statement is incorporated here by reference.
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS |
The information presented under the caption Stock Ownership of Certain Beneficial Owners and
Management in the Proxy Statement is incorporated here by reference.
Equity Compensation Plan Information
The following table summarizes information, as of December 31, 2006, relating to compensation
plans under which equity securities are authorized for issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
|
|
|
remaining available for |
|
|
|
|
|
|
|
|
|
|
future issuance under |
|
|
Number of securities to |
|
Weighted average |
|
equity compensation |
|
|
be issued upon exercise |
|
exercise price of |
|
plans (excluding |
|
|
of outstanding options, |
|
outstanding options, |
|
securities reflected in |
Plan Category |
|
warrants and rights |
|
warrants and rights |
|
column (a)) |
|
|
(a) |
|
(b) |
|
(c) |
Equity compensation
plans approved by
security holders
(1) |
|
|
275,369 |
|
|
$ |
25.28 |
|
|
|
550,884 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
275,369 |
|
|
$ |
25.28 |
|
|
|
550,884 |
|
20.
|
|
|
(1) |
|
These plans are Mercantiles 1997 Employee Stock Option Plan, 2000 Employee Stock Option Plan,
2004 Employee Stock Option Plan, Independent Director Stock Option Plan and the Stock Incentive
Plan of 2006. |
|
(2) |
|
These securities are available under the Stock Incentive Plan of 2006. Incentive awards may
include, but are not limited to, stock options, restricted stock, stock appreciation rights and
stock awards. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information presented under the captions Transactions with Related Persons and
Corporate Governance Director Independence in the Proxy Statement is incorporated here by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information presented under the caption Principal Accountant Fees and Services in the
Proxy Statement is incorporated here by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements. The following financial statements and reports of independent
registered public accounting firm of Mercantile Bank Corporation and its subsidiaries are filed as
part of this report:
Reports of Independent Registered Public Accounting Firm dated February 20, 2007
Consolidated Balance Sheets December 31, 2006 and 2005
Consolidated Statements of Income for each of the three years in the period ended December
31, 2006
Consolidated Statements of Changes in Shareholders Equity for each of the three years in
the period ended December 31, 2006
Consolidated Statements of Cash Flows for each of the three years in the period ended
December 31, 2006
Notes to Consolidated Financial Statements
The financial statements, the notes to financial statements, and the reports of independent
registered public accounting firm listed above are incorporated by reference in Item 8 of
this report.
(2) Financial Statement Schedules
Not applicable
21.
(b) Exhibits:
|
|
|
EXHIBIT NO. |
|
EXHIBIT DESCRIPTION |
|
3.1
|
|
Our Articles of Incorporation are incorporated by reference to
exhibit 3.1 of our Form 10-Q for the quarter ended June 30,
2004 |
|
|
|
3.2
|
|
Our Amended and Restated Bylaws dated as of January 16, 2003
are incorporated by reference to exhibit 3.2 of our
Registration Statement on Form S-3 (Commission File No.
333-103376) that became effective on February 21, 2003 |
|
|
|
10.1
|
|
Our 1997 Employee Stock Option Plan is incorporated by
reference to exhibit 10.1 of our Registration Statement on
Form SB-2 (Commission File No. 333-33081) that became
effective on October 23, 1997 * |
|
|
|
10.2
|
|
Our 2000 Employee Stock Option Plan is incorporated by
reference to exhibit 10.14 of our Form 10-K for the year ended
December 31, 2000 * |
|
|
|
10.3
|
|
Our 2004 Employee Stock Option Plan is incorporated by
reference to exhibit 10.1 of our Form 10-Q for the quarter
ended September 30, 2004 * |
|
|
|
10.4
|
|
Form of Stock Option Agreement for options under the 2004
Employee Stock Option Plan is incorporated by reference to
exhibit 10.2 of our Form 10-Q for the quarter ended September
30, 2004 * |
|
|
|
10.5
|
|
Our Independent Director Stock Option Plan is incorporated by
reference to exhibit 10.26 of our Form 10-K for the year ended
December 31, 2002 * |
|
|
|
10.6
|
|
Form of Stock Option Agreement for options under the
Independent Director Stock Option Plan is incorporated by
reference to exhibit 10.1 of our Form 8-K dated October 21,
2004 * |
|
|
|
10.7
|
|
Nonlender Bonus Plan is incorporated by reference to exhibit
10.3 of our Form 10-Q for the quarter ended September 30, 2004
* |
|
|
|
10.8
|
|
Mercantile Bank of West Michigan Deferred Compensation Plan
for Members of the Board of Directors (1999) is incorporated
by reference to Exhibit 10.6 of the Registration Statement of
the company and our trust on Form SB-2 (Commission File Nos.
333-84313 and 333-84313-01) that became effective on September
13, 1999 * |
|
|
|
10.9
|
|
Agreement between Fiserv Solutions, Inc. and our bank dated
September 10, 1997, is incorporated by reference to exhibit
10.3 of our Registration Statement on Form SB-2 (Commission
File No. 333-33081) that became effective on October 23, 1997 |
|
|
|
10.10
|
|
Extension Agreement of Data Processing Contract between Fiserv
Solutions, Inc. and our bank dated May 12, 2000 extending the
agreement between Fiserv Solutions, Inc. and our bank dated
September 10, 1997, is incorporated by reference to exhibit
10.15 of our Form 10-K for the year ended December 31, 2000 |
|
|
|
10.11
|
|
Extension Agreement of Data Processing Contract between Fiserv
Solutions, Inc. and our bank dated November 22, 2002 extending
the agreement between Fiserv Solutions, Inc. and our bank
dated September 10, 1997, is incorporated by reference to
exhibit 10.5 of our Form 10-K for the year ended December 31,
2002 |
22.
|
|
|
EXHIBIT NO. |
|
EXHIBIT DESCRIPTION |
|
|
|
10.12
|
|
Amended and Restated Employment Agreement dated as of October
18, 2001, among the company, our bank and Gerald R. Johnson,
Jr., is incorporated by reference to exhibit 10.21 of our Form
10-K for the year ended December 31, 2001 * |
|
|
|
10.13
|
|
Amended and Restated Employment Agreement dated as of October
18, 2001, among the company, our bank and Michael H. Price, is
incorporated by reference to exhibit 10.22 of our Form 10-K
for the year ended December 31, 2001 * |
|
|
|
10.14
|
|
Employment Agreement dated as of October 18, 2001, among the
company, our bank and Robert B. Kaminski, Jr., is incorporated
by reference to exhibit 10.23 of our Form 10-K for the year
ended December 31, 2001 * |
|
|
|
10.15
|
|
Employment Agreement dated as of October 18, 2001, among the
company, our bank and Charles E. Christmas, is incorporated by
reference to exhibit 10.23 of our Form 10-K for the year ended
December 31, 2001 * |
|
|
|
10.16
|
|
Amendment to Employment Agreement dated as of October 17,
2002, among the company, our bank and Gerald R. Johnson, Jr.,
is incorporated by reference to exhibit 10.21 of our Form 10-K
for the year ended December 31, 2002 * |
|
|
|
10.17
|
|
Amendment to Employment Agreement dated as of October 17,
2002, among the company, our bank and Michael H. Price, is
incorporated by reference to exhibit 10.22 of our Form 10-K
for the year ended December 31, 2002 * |
|
|
|
10.18
|
|
Amendment to Employment Agreement dated as of October 17,
2002, among the company, our bank and Robert B. Kaminski, Jr.,
is incorporated by reference to exhibit 10.23 of our Form 10-K
for the year ended December 31, 2002 * |
|
|
|
10.19
|
|
Amendment to Employment Agreement dated as of October 17,
2002, among the company, our bank and Charles E. Christmas, is
incorporated by reference to exhibit 10.24 of our Form 10-K
for the year ended December 31, 2002 * |
|
|
|
10.20
|
|
Amendment to Employment Agreement dated as of October 28,
2004, among the company, our bank and Robert B. Kaminski, Jr.,
is incorporated by reference to exhibit 10.21 of our Form 10-K
for the year ended December 31, 2004 * |
|
|
|
10.21
|
|
Junior Subordinated Indenture between us and Wilmington Trust
Company dated September 16, 2004 providing for the issuance of
the Series A and Series B Floating Rate Junior Subordinated
Notes due 2034 is incorporated by reference to exhibit 10.1 of
our Form 8-K dated December 15, 2004 |
|
|
|
10.22
|
|
Amended and Restated Trust Agreement dated September 16, 2004
for Mercantile Bank Capital Trust I is incorporated by
reference to exhibit 10.2 of our Form 8-K dated December 15,
2004 |
|
|
|
10.23
|
|
Placement Agreement between us, Mercantile Bank Capital Trust
I, and SunTrust Capital Markets, Inc. dated September 16, 2004
is incorporated by reference to exhibit 10.3 of our Form 8-K
dated December 15, 2004 |
|
|
|
10.24
|
|
Guarantee Agreement dated September 16, 2004 between
Mercantile as Guarantor and Wilmington Trust Company as
Guarantee Trustee is incorporated by reference to exhibit 10.4
of our Form 8-K dated December 15, 2004 |
23.
|
|
|
EXHIBIT NO. |
|
EXHIBIT DESCRIPTION |
|
|
|
10.25
|
|
Non-Lender Bonus Plan 2006, is incorporated by reference to
exhibit 10.1 of our Form 8-K dated November 22, 2005 * |
|
|
|
10.26
|
|
Form of Agreement Amending Stock Option Agreement, dated
November 17, 2005 issued under our 2004 Employee Stock Option
Plan, is incorporated by reference to exhibit 10.1 of our Form
8-K dated December 12, 2005 * |
|
|
|
10.27
|
|
Second Amendment to Employment Agreement dated as of November
17, 2005, among the company, our bank and Gerald R. Johnson,
Jr. is incorporated by reference to exhibit 10.28 of our Form
10-K for the year ended December 31, 2005 * |
|
|
|
10.28
|
|
Second Amendment to Employment Agreement dated as of November
17, 2005, among the company, our bank and Michael H. Price is
incorporated by reference to exhibit 10.29 of our Form 10-K
for the year ended December 31, 2005 * |
|
|
|
10.29
|
|
Third Amendment to Employment Agreement dated as of November
17, 2005, among the company, our bank and Robert B. Kaminski,
Jr. is incorporated by reference to exhibit 10.30 of our Form
10-K for the year ended December 31, 2005 * |
|
|
|
10.30
|
|
Second Amendment to Employment Agreement dated as of November
17, 2005, among the company, our bank and Charles E. Christmas
is incorporated by reference to exhibit 10.31 of our Form 10-K
for the year ended December 31, 2005 * |
|
|
|
10.31
|
|
Form of Mercantile Bank of Michigan Executive Deferred
Compensation Agreement, that has been entered into between our
bank and each of Gerald R. Johnson, Jr., Michael H. Price,
Robert B. Kaminski, Jr., Charles E. Christmas, and certain
other officers of our bank is incorporated by reference to
exhibit 10.32 of our Form 10-K for the year ended December 31,
2005 * |
|
|
|
10.32
|
|
Form of Mercantile Bank of Michigan Split Dollar Agreement
that has been entered into between our bank and each of Gerald
R. Johnson, Jr., Michael H. Price, Robert B. Kaminski, Jr.,
Charles E. Christmas, and certain other officers of our bank
is incorporated by reference to exhibit 10.33 of our Form 10-K
for the year ended December 31, 2005 * |
|
|
|
10.33
|
|
Director Fee Summary * |
|
|
|
10.34
|
|
Lease Agreement between our bank and Joe D. Pentecost Trust
dated April 29, 2005 for our East Lansing, Michigan office is
incorporated by reference to exhibit 10.35 of our Form 10-K
for the year ended December 31, 2005 |
|
|
|
10.35
|
|
Lease Agreement between our bank and The Conlin Company dated
July 12, 2005 for our Ann Arbor, Michigan office is
incorporated by reference to exhibit 10.36 of our Form 10-K
for the year ended December 31, 2005 |
|
|
|
10.36
|
|
Stock Incentive Plan of 2006 is incorporated by reference to
Appendix A of our proxy statement for our April 27, 2006
annual meeting of shareholders that was filed with the
Securities and Exchange Commission * |
24.
|
|
|
EXHIBIT NO. |
|
EXHIBIT DESCRIPTION |
|
|
|
10.37
|
|
Form of Notice of Grant of Incentive Stock Option and Stock
Option Agreement for incentive stock options granted under our
Stock Incentive Plan of 2006 is incorporated by reference to
exhibit 10.1 of our Form 8-K dated November 22, 2006 * |
|
|
|
10.38
|
|
Form of Restricted Stock Award Agreement Notification of Award
and Terms and Conditions of Award for restricted stock under
our Stock Incentive Plan of 2006 is incorporated by reference
to exhibit 10.2 of our Form 8-K dated November 22, 2006 * |
|
|
|
10.39
|
|
Executive Officer Bonus Plan for 2007 is incorporated by
reference to exhibit 10.1 of our Form 8-K dated January 29,
2007 * |
|
|
|
21
|
|
Subsidiaries of the company |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
31
|
|
Rule 13a-14(a) Certifications |
|
|
|
32.1
|
|
Section 1350 Chief Executive Officer Certification |
|
|
|
32.2
|
|
Section 1350 Chief Financial Officer Certification |
|
|
|
* |
|
Management contract or compensatory plan |
|
(c) |
|
Financial Statements Not Included In Annual Report |
|
|
|
Not applicable |
25.
MERCANTILE BANK CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
F-1
MERCANTILE BANK CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
CONTENTS
|
|
|
|
|
SELECTED FINANCIAL DATA |
|
|
F-3 |
|
|
|
|
|
|
MANAGEMENTS DISCUSSION AND ANALYSIS |
|
|
F-4 |
|
|
|
|
|
|
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
|
F-26 |
|
|
|
|
|
|
REPORT BY MERCANTILE BANK CORPORATIONS MANAGEMENT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING |
|
|
F-28 |
|
|
|
|
|
|
CONSOLIDATED FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS |
|
|
F-29 |
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF INCOME |
|
|
F-30 |
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY |
|
|
F-31 |
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
F-33 |
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
|
F-35 |
|
F-2
SELECTED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
(Dollars in thousands except per share data) |
|
Consolidated Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
137,260 |
|
|
$ |
102,130 |
|
|
$ |
69,022 |
|
|
$ |
54,658 |
|
|
$ |
47,632 |
|
Interest expense |
|
|
75,673 |
|
|
|
46,838 |
|
|
|
26,595 |
|
|
|
23,395 |
|
|
|
24,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
61,587 |
|
|
|
55,292 |
|
|
|
42,427 |
|
|
|
31,263 |
|
|
|
23,606 |
|
Provision for loan and lease losses |
|
|
5,775 |
|
|
|
3,790 |
|
|
|
4,674 |
|
|
|
3,800 |
|
|
|
3,002 |
|
Noninterest income |
|
|
5,261 |
|
|
|
5,661 |
|
|
|
4,302 |
|
|
|
4,409 |
|
|
|
3,101 |
|
Noninterest expense |
|
|
32,262 |
|
|
|
31,117 |
|
|
|
23,198 |
|
|
|
18,071 |
|
|
|
12,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
|
|
28,811 |
|
|
|
26,046 |
|
|
|
18,857 |
|
|
|
13,801 |
|
|
|
10,924 |
|
Income tax expense |
|
|
8,964 |
|
|
|
8,145 |
|
|
|
5,136 |
|
|
|
3,785 |
|
|
|
3,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
19,847 |
|
|
$ |
17,901 |
|
|
$ |
13,721 |
|
|
$ |
10,016 |
|
|
$ |
7,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,067,268 |
|
|
$ |
1,838,210 |
|
|
$ |
1,536,119 |
|
|
$ |
1,203,337 |
|
|
$ |
922,360 |
|
Cash and cash equivalents |
|
|
51,380 |
|
|
|
36,753 |
|
|
|
20,811 |
|
|
|
16,564 |
|
|
|
28,117 |
|
Securities |
|
|
202,419 |
|
|
|
181,614 |
|
|
|
152,965 |
|
|
|
121,510 |
|
|
|
96,893 |
|
Loans and leases, net of deferred fees |
|
|
1,745,478 |
|
|
|
1,561,812 |
|
|
|
1,317,124 |
|
|
|
1,035,963 |
|
|
|
771,554 |
|
Allowance for loan and lease losses |
|
|
21,411 |
|
|
|
20,527 |
|
|
|
17,819 |
|
|
|
14,379 |
|
|
|
10,890 |
|
Bank owned life insurance policies |
|
|
30,858 |
|
|
|
28,071 |
|
|
|
23,750 |
|
|
|
16,441 |
|
|
|
14,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
1,646,903 |
|
|
|
1,419,352 |
|
|
|
1,159,181 |
|
|
|
902,892 |
|
|
|
754,113 |
|
Securities sold under agreements to repurchase |
|
|
85,472 |
|
|
|
72,201 |
|
|
|
56,317 |
|
|
|
49,545 |
|
|
|
50,335 |
|
Federal Home Loan Bank advances |
|
|
95,000 |
|
|
|
130,000 |
|
|
|
120,000 |
|
|
|
90,000 |
|
|
|
15,000 |
|
Subordinated debentures |
|
|
32,990 |
|
|
|
32,990 |
|
|
|
32,990 |
|
|
|
16,495 |
|
|
|
16,495 |
|
Shareholders equity |
|
|
171,915 |
|
|
|
155,125 |
|
|
|
141,617 |
|
|
|
130,201 |
|
|
|
79,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Financial Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets |
|
|
1.01 |
% |
|
|
1.05 |
% |
|
|
0.99 |
% |
|
|
0.96 |
% |
|
|
0.97 |
% |
Return on average shareholders equity |
|
|
12.19 |
% |
|
|
12.05 |
% |
|
|
10.16 |
% |
|
|
10.61 |
% |
|
|
10.30 |
% |
Average shareholders equity to average assets |
|
|
8.31 |
% |
|
|
8.73 |
% |
|
|
9.79 |
% |
|
|
9.00 |
% |
|
|
9.45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans and leases to total loans and leases |
|
|
0.49 |
% |
|
|
0.26 |
% |
|
|
0.22 |
% |
|
|
0.17 |
% |
|
|
0.10 |
% |
Allowance for loan and lease losses to total loans and leases |
|
|
1.23 |
% |
|
|
1.31 |
% |
|
|
1.35 |
% |
|
|
1.39 |
% |
|
|
1.41 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 leverage capital |
|
|
10.04 |
% |
|
|
10.45 |
% |
|
|
11.53 |
% |
|
|
12.49 |
% |
|
|
10.72 |
% |
Tier 1 leverage risk-based capital |
|
|
10.37 |
% |
|
|
10.82 |
% |
|
|
11.82 |
% |
|
|
12.60 |
% |
|
|
10.85 |
% |
Total risk-based capital |
|
|
11.45 |
% |
|
|
12.00 |
% |
|
|
13.03 |
% |
|
|
13.84 |
% |
|
|
12.10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.48 |
|
|
$ |
2.25 |
|
|
$ |
1.73 |
|
|
$ |
1.49 |
|
|
$ |
1.23 |
|
Diluted |
|
|
2.45 |
|
|
|
2.20 |
|
|
|
1.69 |
|
|
|
1.46 |
|
|
|
1.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value at end of period |
|
|
21.43 |
|
|
|
19.46 |
|
|
|
17.78 |
|
|
|
16.40 |
|
|
|
12.66 |
|
Dividends declared |
|
|
0.51 |
|
|
|
0.41 |
|
|
|
0.32 |
|
|
|
0.27 |
|
|
NA |
|
Dividend payout ratio |
|
|
20.34 |
% |
|
|
17.79 |
% |
|
|
18.60 |
% |
|
|
18.41 |
% |
|
NA |
|
NA Not Applicable
F-3
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion and other portions of this Annual Report contain forward-looking
statements that are based on managements beliefs, assumptions, current expectations, estimates and
projections about the financial services industry, the economy, and about our company. Words such
as anticipates, believes, estimates, expects, forecasts, intends, is likely, plans,
projects, and variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions (Future Factors) that are difficult to predict with
regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and
outcomes may materially differ from what may be expressed or forecasted in such forward-looking
statements. We undertake no obligation to update, amend, or clarify forward-looking statements,
whether as a result of new information, future events (whether anticipated or unanticipated), or
otherwise.
Future Factors include changes in interest rates and interest rate relationships; demand for
products and services; the degree of competition by traditional and non-traditional competitors;
changes in banking regulation; changes in tax laws; changes in prices, levies, and assessments; the
impact of technological advances; governmental and regulatory policy changes; the outcomes of
contingencies; trends in customer behavior as well as their ability to repay loans; changes in the
national and local economies; and other risk factors described in Item 1A of this Annual Report.
These are representative of the Future Factors that could cause a difference between an ultimate
actual outcome and a preceding forward-looking statement.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Managements Discussion and Analysis of Financial Condition and Results of Operations is based
on Mercantile Bank Corporations consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and expenses. Material estimates that are
particularly susceptible to significant change in the near term relate to the determination of the
allowance for loan and lease losses, and actual results could differ from those estimates.
The allowance for loan and lease losses is maintained at a level we believe is adequate to absorb
probable incurred losses identified and inherent in the loan and lease portfolio. Our evaluation
of the adequacy of the allowance for loan and lease losses is an estimate based on reviews of
individual loans, assessments of the impact of current and anticipated economic conditions on the
portfolio, and historical loss experience. The allowance for loan and lease losses represents
managements best estimate, but significant downturns in circumstances relating to loan and lease
quality or economic conditions could result in a requirement for an increased allowance for loan
and lease losses in the near future. Likewise, an upturn in loan and lease quality or improved
economic conditions may result in a decline in the required allowance for loan and lease losses.
In either instance, unanticipated changes could have a significant impact on operating earnings.
The allowance for loan and lease losses is increased through a provision charged to operating
expense. Uncollectible loans and leases are charged-off through the allowance for loan and lease
losses. Recoveries of loans and leases previously charged-off are added to the allowance for loan
and lease losses. A loan is considered impaired when it is probable that contractual interest and
principal payments will not be collected either for the amounts or by the dates as scheduled in the
loan agreement. Our policy for recognizing income on impaired loans is to accrue interest unless a
loan is placed on nonaccrual status.
F-4
INTRODUCTION
This Managements Discussion and Analysis should be read in conjunction with the consolidated
financial statements contained in this Annual Report. This discussion provides information about
the consolidated financial condition and results of operations of Mercantile Bank Corporation and
its consolidated subsidiary, Mercantile Bank of Michigan (our bank), and of Mercantile Bank
Mortgage Company, LLC (our mortgage company), Mercantile Bank Real Estate Co.,
L.L.C. (our real estate company) and Mercantile Insurance Center, Inc. (our insurance company),
which are subsidiaries of our bank. Unless the text clearly suggests otherwise, references to
us, we, our, or the company include Mercantile Bank Corporation and its wholly-owned
subsidiaries referred to above.
We were incorporated on July 15, 1997 as a bank holding company to establish and own our bank. Our
bank, after receiving all necessary regulatory approvals, began operations on December 15, 1997.
Our bank has a strong commitment to community banking and offers a wide range of financial products
and services, primarily to small- to medium-sized businesses, as well as individuals. Our banks
lending strategy focuses on commercial lending, and, to a lesser extent, residential mortgage and
consumer lending. Our bank also offers a broad array of deposit products, including checking,
savings, money market, and certificates of deposit, as well as security repurchase agreements. Our
primary markets are the Grand Rapids, Holland, Lansing and Ann Arbor metropolitan areas. Our bank
utilizes certificates of deposit from customers located outside of the primary market area to
assist in funding the rapid asset growth our bank has experienced since inception.
We formed a business trust, Mercantile Bank Capital Trust I (the trust), in 2004 to issue trust
preferred securities. We issued subordinated debentures to the trust in return for the proceeds
raised from the issuance of the trust preferred securities. In accordance with FASB Interpretation
No. 46, the trust is not consolidated, but instead we report the subordinated debentures issued to
the trust as a liability.
Our mortgage companys predecessor, Mercantile Bank Mortgage Company, was formed to increase the
profitability and efficiency of the companys mortgage loan operations. Mercantile Bank Mortgage
Company initiated business on October 24, 2000 from our banks contribution of most of its
residential mortgage loan portfolio and participation interests in certain commercial mortgage
loans. On the same date, our bank had also transferred its residential mortgage origination
function to Mercantile Bank Mortgage Company. On January 1, 2004, Mercantile Bank Mortgage Company
was reorganized as Mercantile Bank Mortgage Company, LLC, a limited liability company. Mortgage
loans originated and held by our mortgage company are serviced by our bank pursuant to a servicing
agreement.
Our insurance company acquired, at nominal cost, an existing shelf insurance agency effective April
15, 2002. An Agency and Institution Agreement was entered into among our insurance company, our
bank and Hub International for the purpose of providing programs of mass marketed personal lines of
insurance. Insurance product offerings include private passenger automobile, homeowners, personal
inland marine, boat owners, recreational vehicle, dwelling fire, umbrella policies, small business
and life insurance products, all of which are provided by and written through companies that have
appointed Hub International as their agent.
Our real estate company was organized on July 21, 2003, principally to develop, construct and own
our new facility in downtown Grand Rapids which serves as our banks new main office and Mercantile
Bank Corporations headquarters. Construction was completed during the second quarter of 2005.
FINANCIAL CONDITION
We continued to experience strong asset growth during 2006. Assets increased from $1,838.2 million
on December 31, 2005 to $2,067.3 million on December 31, 2006. This represents an increase in
total assets of $229.1 million, or 12.5%. The increase in total assets was primarily comprised of
a $182.8 million increase in net loans and leases, a $20.8 million increase in securities and a
$14.6 million increase in cash and cash equivalents. The increase in assets was primarily funded
by a $227.6 million increase in deposits, a $13.3 million increase in repurchase agreements and a
$16.8 million increase in shareholders equity.
F-5
Earning Assets
Average earning assets equaled 94.9% of average total assets during 2006, compared to 94.8% during
2005. Although we experienced strong asset growth during 2006, the asset composition remained
relatively constant. The loan portfolio continued to comprise a majority of earning assets,
followed by securities and federal funds sold.
Our loan and lease portfolio, which equaled 89.2% of average earnings assets during 2006, is
primarily comprised of commercial loans and leases. Constituting over 92% of loans and leases and
growing by $177.3 million during 2006, the commercial loan and lease portfolio represents loans to
businesses generally located within our market areas. Approximately 70% of the commercial loan and
lease portfolio is primarily secured by real estate properties, with the remaining generally
secured by other business assets such as accounts receivable, inventory, and equipment. The
continued significant concentration of the loan and lease portfolio in commercial loans and leases
and the strong growth
of this portion of our lending business are consistent with our strategy of focusing a substantial
amount of our efforts on wholesale banking. Corporate and business lending continues to be an
area of expertise for our senior management team, and our commercial lenders have extensive
commercial lending experience, with most having at least ten years experience. Of each of the
loan categories that we originate, commercial loans and leases are most efficiently originated and
managed, thus limiting overhead costs by necessitating the attention of fewer full-time employees.
Our commercial lending business generates the greatest amount of local deposits and is virtually
our only source of significant demand deposits.
Residential mortgage and consumer loans, while equaling less than 8% of total loans and leases
during 2006, also experienced strong growth; however, while we expect the residential mortgage loan
and consumer loan portfolios to increase in future periods, the commercial sector of the lending
efforts and resultant assets are expected to remain the dominant loan portfolio category given our
wholesale banking strategy.
The following tables present the maturity of total loans outstanding as of December 31, 2006,
according to scheduled repayments of principal on fixed rate loans and repricing frequency on
variable rate loans. Floating rate loans that are currently at interest rate ceilings, totaling
$281.0 million as of December 31, 2006, are treated as fixed rate loans and are reflected using
maturity date and not repricing frequency.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0-1 |
|
|
1-5 |
|
|
After 5 |
|
|
|
|
|
|
Year |
|
|
Years |
|
|
Years |
|
|
Total |
|
Construction and land development |
|
$ |
246,656,000 |
|
|
$ |
33,858,000 |
|
|
$ |
13,142,000 |
|
|
$ |
293,656,000 |
|
Real estate secured by 1-4 family
properties |
|
|
64,832,000 |
|
|
|
53,131,000 |
|
|
|
13,681,000 |
|
|
|
131,644,000 |
|
Real estate secured by multi-family
properties |
|
|
16,005,000 |
|
|
|
14,566,000 |
|
|
|
432,000 |
|
|
|
31,003,000 |
|
Real estate secured by
nonresidential properties |
|
|
310,559,000 |
|
|
|
466,547,000 |
|
|
|
31,153,000 |
|
|
|
808,259,000 |
|
Commercial |
|
|
380,139,000 |
|
|
|
86,222,000 |
|
|
|
4,911,000 |
|
|
|
471,272,000 |
|
Leases |
|
|
33,000 |
|
|
|
1,355,000 |
|
|
|
0 |
|
|
|
1,388,000 |
|
Consumer |
|
|
3,303,000 |
|
|
|
4,208,000 |
|
|
|
745,000 |
|
|
|
8,256,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,021,527,000 |
|
|
$ |
659,887,000 |
|
|
$ |
64,064,000 |
|
|
$ |
1,745,478,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate loans |
|
$ |
93,126,000 |
|
|
$ |
658,425,000 |
|
|
$ |
64,064,000 |
|
|
$ |
815,615,000 |
|
Floating rate loans |
|
|
928,401,000 |
|
|
|
1,462,000 |
|
|
|
0 |
|
|
|
929,863,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,021,527,000 |
|
|
$ |
659,887,000 |
|
|
$ |
64,064,000 |
|
|
$ |
1,745,478,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our credit policies establish guidelines to manage credit risk and asset quality. These
guidelines include loan review and early identification of problem loans to provide effective loan
portfolio administration. The credit policies and procedures are meant to minimize the risk and
uncertainties inherent in lending. In following these policies and procedures, we must rely on
estimates, appraisals and evaluations of loans and the possibility that changes in these could
occur quickly because of changing economic conditions. Identified problem loans, which exhibit
characteristics (financial or otherwise) that could cause the loans to become nonperforming or
require restructuring in the future, are included on the internal Watch List. Senior management
reviews this list regularly.
F-6
Although the level of net loan and lease charge-offs and nonperforming loans and leases increased
during 2006, the quality of our loan portfolio remains good. The levels of net loan and lease
charge-offs and nonperforming loans and leases approximated banking industry averages during 2006,
compared to levels that were below banking industry averages in prior years. As of December 31,
2006, nonperforming loans and leases totaled $8.6 million, or 0.49% of total loans and leases. At
December 31, 2005, nonperforming loans and leases totaled $4.0 million, or 0.26% of total loans and
leases. Net loan and lease charge-offs during 2006 totaled $4.9 million, or 0.29% of average total
loans and leases. During 2005, net loan and lease charge-offs totaled $1.1 million, or 0.08% of
average total loans and leases. Over 98% of the loan and lease portfolio consists of loans and
leases extended directly to companies or individuals doing business and residing within our market
areas. The remaining portion is comprised of commercial loans participated with certain
unaffiliated commercial banks outside of our market areas, which are underwritten using the same
loan criteria as though our bank was the originating bank.
The following table summarizes nonperforming loans and leases and troubled debt restructurings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,2006 |
|
|
December 31, 2005 |
|
|
December 31, 2004 |
|
|
December 31, 2003 |
|
|
December 31, 2002 |
|
Loans and leases on
nonaccrual status |
|
$ |
7,752,000 |
|
|
$ |
3,601,000 |
|
|
$ |
2,842,000 |
|
|
$ |
233,000 |
|
|
$ |
796,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases 90
days or more past
due and accruing
interest |
|
|
819,000 |
|
|
|
394,000 |
|
|
|
0 |
|
|
|
1,552,000 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled debt
restructurings |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,571,000 |
|
|
$ |
3,995,000 |
|
|
$ |
2,842,000 |
|
|
$ |
1,785,000 |
|
|
$ |
796,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-7
The following table summarizes changes in the allowance for loan and lease losses for the past
five years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
Loan and leases outstanding at year-end |
|
$ |
1,745,478,000 |
|
|
$ |
1,561,812,000 |
|
|
$ |
1,317,124,000 |
|
|
$ |
1,035,963,000 |
|
|
$ |
771,554,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daily average balance of loans and
leases outstanding |
|
$ |
1,660,284,000 |
|
|
$ |
1,432,609,000 |
|
|
$ |
1,177,568,000 |
|
|
$ |
887,512,000 |
|
|
$ |
669,781,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of allowance at beginning of
year |
|
$ |
20,527,000 |
|
|
$ |
17,819,000 |
|
|
$ |
14,379,000 |
|
|
$ |
10,890,000 |
|
|
$ |
8,494,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases charged-off: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural |
|
|
(5,208,000 |
) |
|
|
(718,000 |
) |
|
|
(1,328,000 |
) |
|
|
(471,000 |
) |
|
|
(696,000 |
) |
Construction and land development |
|
|
0 |
|
|
|
(521,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Leases |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Residential real estate |
|
|
(50,000 |
) |
|
|
(131,000 |
) |
|
|
(16,000 |
) |
|
|
(26,000 |
) |
|
|
0 |
|
Instalment loans to individuals |
|
|
(131,000 |
) |
|
|
(22,000 |
) |
|
|
(61,000 |
) |
|
|
(99,000 |
) |
|
|
(10,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases charged-off |
|
|
(5,389,000 |
) |
|
|
(1,392,000 |
) |
|
|
(1,405,000 |
) |
|
|
(596,000 |
) |
|
|
(706,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries of previously charged-off
loans and leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural |
|
|
487,000 |
|
|
|
298,000 |
|
|
|
150,000 |
|
|
|
257,000 |
|
|
|
78,000 |
|
Construction and land development |
|
|
0 |
|
|
|
2,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Leases |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Residential real estate |
|
|
2,000 |
|
|
|
6,000 |
|
|
|
0 |
|
|
|
22,000 |
|
|
|
4,000 |
|
Instalment loans to individuals |
|
|
9,000 |
|
|
|
4,000 |
|
|
|
21,000 |
|
|
|
6,000 |
|
|
|
18,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries |
|
|
498,000 |
|
|
|
310,000 |
|
|
|
171,000 |
|
|
|
285,000 |
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
(4,891,000 |
) |
|
|
(1,082,000 |
) |
|
|
(1,234,000 |
) |
|
|
(311,000 |
) |
|
|
(606,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan and leases losses |
|
|
5,775,000 |
|
|
|
3,790,000 |
|
|
|
4,674,000 |
|
|
|
3,800,000 |
|
|
|
3,002,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of allowance at year-end |
|
$ |
21,411,000 |
|
|
$ |
20,527,000 |
|
|
$ |
17,819,000 |
|
|
$ |
14,379,000 |
|
|
$ |
10,890,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net charge-offs during the
period to average loans and leases
outstanding during the period |
|
|
(0.29 |
%) |
|
|
(0.08 |
%) |
|
|
(0.10 |
%) |
|
|
(0.04 |
%) |
|
|
(0.09 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of allowance to loans and leases
outstanding at end of the period |
|
|
1.23 |
% |
|
|
1.31 |
% |
|
|
1.35 |
% |
|
|
1.39 |
% |
|
|
1.41 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In each accounting period, we adjust the allowance to the amount we believe is necessary to
maintain the allowance at adequate levels. Through the loan and lease review and credit
departments, we attempt to allocate specific portions of the allowance based on specifically
identifiable problem loans and leases. The evaluation of the allowance is further based on, but
not limited to, consideration of the internally prepared Reserve Analysis, composition of the loan
and lease portfolio, third party analysis of the loan and lease administration processes and
portfolio and general economic conditions. In addition, the strong commercial loan and lease
growth is taken into account.
The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation
factors to outstanding loan and lease balances to calculate an overall allowance dollar amount.
For commercial loans and leases, which continue to comprise a vast majority of our total loans and
leases, reserve allocation factors are based upon the loan ratings as determined by our
standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type
of credit. Adjustments for specific lending relationships, including impaired loans and leases,
are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent
levels and historical trends of net loan charge-offs and non-performing assets, the comparison of
the recent levels and historical trends of net loan charge-offs and non-performing assets with a
customized peer group consisting of ten similarly-sized publicly traded banking organizations
conducting business in the states of Michigan, Illinois, Indiana and/or Ohio, the review and
consideration of our loan migration analysis and the experience of senior management making similar
loans and leases for an extensive period of time. We regularly review the Reserve Analysis and
make adjustments periodically based upon identifiable trends and experience.
F-8
The following table illustrates the breakdown of the allowance balance to loan type (dollars in
thousands) and of the total loan and lease portfolio (in percentages).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
December 31, 2004 |
|
|
December 31, 2003 |
|
|
December 31, 2002 |
|
|
|
Amount |
|
|
Loan Portfolio |
|
|
Amount |
|
|
Loan Portfolio |
|
|
Amount |
|
|
Loan Portfolio |
|
|
Amount |
|
|
Loan Portfolio |
|
|
Amount |
|
|
Loan Portfolio |
|
Commercial,
financial and
agricultural |
|
$ |
15,706 |
|
|
|
75.1 |
% |
|
$ |
16,507 |
|
|
|
76.9 |
% |
|
$ |
15,457 |
|
|
|
79.8 |
% |
|
$ |
12,220 |
|
|
|
79.0 |
% |
|
$ |
9,188 |
|
|
|
77.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and
land development |
|
|
3,975 |
|
|
|
16.8 |
|
|
|
2,868 |
|
|
|
14.5 |
|
|
|
1,581 |
|
|
|
10.3 |
|
|
|
1,571 |
|
|
|
11.4 |
|
|
|
1,143 |
|
|
|
13.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leases |
|
|
15 |
|
|
|
0.1 |
|
|
|
30 |
|
|
|
0.1 |
|
|
|
39 |
|
|
|
0.2 |
|
|
|
26 |
|
|
|
0.2 |
|
|
|
11 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real
estate |
|
|
1,591 |
|
|
|
7.5 |
|
|
|
1,020 |
|
|
|
8.2 |
|
|
|
557 |
|
|
|
9.3 |
|
|
|
450 |
|
|
|
8.9 |
|
|
|
443 |
|
|
|
7.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instalment loans to
individuals |
|
|
124 |
|
|
|
0.5 |
|
|
|
102 |
|
|
|
0.3 |
|
|
|
185 |
|
|
|
0.4 |
|
|
|
112 |
|
|
|
0.5 |
|
|
|
105 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated |
|
|
0 |
|
|
NA |
|
|
|
0 |
|
|
NA |
|
|
|
0 |
|
|
NA |
|
|
|
0 |
|
|
NA |
|
|
|
0 |
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
21,411 |
|
|
|
100.0 |
% |
|
$ |
20,527 |
|
|
|
100.0 |
% |
|
$ |
17,819 |
|
|
|
100.0 |
% |
|
$ |
14,379 |
|
|
|
100.0 |
% |
|
$ |
10,890 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The primary risk elements with respect to commercial loans and leases are the financial
condition of the borrower, the sufficiency of collateral, and lack of timely payment. We have a
policy of requesting and reviewing periodic financial statements from commercial loan and lease
customers, and we periodically review the existence of collateral and its value. The primary risk
element with respect to each instalment and residential real estate loan is lack of timely payment.
We have a reporting system that monitors past due loans and have adopted policies to pursue
creditors rights in order to preserve our banks position.
Although we believe that the allowance is adequate to sustain losses as they arise, there can be no
assurance that our bank will not sustain losses in any given period that could be substantial in
relation to, or greater than, the size of the allowance.
The securities portfolio also experienced strong growth during 2006, increasing from $181.6 million
on December 31, 2005 to $202.4 million at December 31, 2006. During 2006, the securities portfolio
equaled 10.2% of average earning assets. We maintain the portfolio at levels to provide adequate
pledging for the repurchase agreement program and secondary liquidity for our daily operations. In
addition, the portfolio serves a primary interest rate risk management function. At December 31,
2006, the portfolio was comprised of high credit quality U.S. Government Agency issued bonds (38%),
municipal general obligation and revenue bonds (32%), U.S. Government Agency issued and guaranteed
mortgage-backed securities (26%), Federal Home Loan Bank stock (4%) and a mutual fund (less than
1%).
F-9
The following table reflects the composition of the securities portfolio, excluding Federal Home
Loan Bank stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
December 31, 2004 |
|
|
|
Carrying Value |
|
|
Percentage |
|
|
Carrying Value |
|
|
Percentage |
|
|
Carrying Value |
|
|
Percentage |
|
U.S. Government
agency debt
obligations |
|
$ |
76,836,000 |
|
|
|
39.4 |
% |
|
$ |
63,712,000 |
|
|
|
36.7 |
% |
|
$ |
56,025,000 |
|
|
|
38.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed
securities |
|
|
53,083,000 |
|
|
|
27.2 |
|
|
|
48,237,000 |
|
|
|
27.7 |
|
|
|
37,801,000 |
|
|
|
25.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal general
obligations |
|
|
56,870,000 |
|
|
|
29.2 |
|
|
|
53,685,000 |
|
|
|
30.9 |
|
|
|
45,063,000 |
|
|
|
30.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal revenue
bonds |
|
|
7,073,000 |
|
|
|
3.6 |
|
|
|
7,081,000 |
|
|
|
4.1 |
|
|
|
7,278,000 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual fund |
|
|
1,048,000 |
|
|
|
0.6 |
|
|
|
1,012,000 |
|
|
|
0.6 |
|
|
|
0 |
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
194,910,000 |
|
|
|
100.0 |
% |
|
$ |
173,727,000 |
|
|
|
100.0 |
% |
|
$ |
146,167,000 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All securities, with the exception of tax-exempt municipal bonds, have been designated as
available for sale as defined in Financial Accounting Standards Board Standard (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities. Securities designated as
available for sale are stated at fair value, with the unrealized gains and losses, net of income
tax, reported as a separate component of shareholders equity in accumulated other comprehensive
income. The fair value of securities designated as available for sale at December 31, 2006 and
2005 was $131.0 million and
$113.0 million, respectively. The net unrealized loss recorded at December 31, 2006 was $1.7
million, compared to the net unrealized loss of $2.2 million as of December 31, 2005. All
tax-exempt municipal bonds have been designated as held to maturity as defined in SFAS No. 115,
and are stated at amortized cost. As of December 31, 2006 and 2005, held to maturity securities
had an amortized cost of $63.9 million and $60.8 million and a fair value of $65.0 million and
$62.9 million, respectively.
The following table shows by class of maturities as of December 31, 2006, the amounts and weighted
average yields of investment securities (1):
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
|
Average |
|
|
|
Value |
|
|
Yield |
|
|
|
(Dollars in thousands) |
|
U.S. Treasury securities and obligations of U.S. |
|
|
|
|
|
|
|
|
Government agencies and corporations |
|
|
|
|
|
|
|
|
One year or less |
|
$ |
0 |
|
|
NA |
Over one through five years |
|
|
17,647,000 |
|
|
|
4.72 |
% |
Over five through ten years |
|
|
59,189,000 |
|
|
|
5.21 |
|
Over ten years |
|
|
0 |
|
|
NA |
|
|
|
|
|
|
|
|
|
|
76,836,000 |
|
|
|
5.10 |
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
|
|
One year or less |
|
|
2,593,000 |
|
|
|
7.11 |
|
Over one through five years |
|
|
8,798,000 |
|
|
|
6.87 |
|
Over five through ten years |
|
|
11,533,000 |
|
|
|
6.38 |
|
Over ten years |
|
|
41,019,000 |
|
|
|
6.39 |
|
|
|
|
|
|
|
|
|
|
|
63,943,000 |
|
|
|
6.48 |
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
53,083,000 |
|
|
|
5.03 |
|
Mutual fund |
|
|
1,048,000 |
|
|
|
4.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
194,910,000 |
|
|
|
5.53 |
% |
|
|
|
|
|
|
|
|
|
|
(1) |
|
Yields on tax-exempt securities are computed on a fully taxable-equivalent
basis. |
F-10
Federal funds sold, consisting of excess funds sold overnight to correspondent banks, are used to
manage daily liquidity needs and interest rate sensitivity. During 2006, the average balance of
these funds equaled 0.5% of average earning assets, unchanged from the level during 2005. The
levels maintained during 2006 and 2005 are well within our internal policy guidelines, and future
levels are not expected to change significantly.
Cash and due from bank balances increased from $36.2 million at December 31, 2005, to $51.4 million
on December 31, 2006, an increase of $15.2 million. The increase was primarily the result of
larger amounts of deposits made by our deposit customers on the last business day of 2006 when
compared to the last business day of 2005. Our commercial lending and wholesale funding focus
results in relatively large day-to-day fluctuations of our cash and due from bank balances;
however, relative to our asset size the average balances are generally stable. Cash and due from
bank balances averaged $38.3 million, or 2.0% of average assets during 2006, compared to $36.8
million, or 2.2% of average assets, during 2005.
Net premises and equipment increased from $30.2 million at December 31, 2005, to $33.5 million on
December 31, 2006, an increase of $3.3 million. The increase primarily reflects the land
acquisition and initial construction costs associated with our new office facility currently under
construction in East Lansing, Michigan. Construction on this new facility is expected to be
completed during the second quarter of 2007.
Source of Funds
Our major sources of funds are from deposits, repurchase agreements and Federal Home Loan Bank
(FHLB) advances. Total deposits increased from $1,419.4 million at December 31, 2005, to
$1,646.9 million on December 31, 2006, an increase of $227.5 million, or 16.0%. Included within
these numbers is the success we achieved in generating deposit growth from customers located within
our market areas during 2006. Local deposits increased from $456.5 million at December 31, 2005,
to $633.1 million on December 31, 2006, an increase of $176.6 million, or 38.7%. Despite this
success in obtaining funds from local customers, the substantial asset growth has necessitated the
continued acquisition of funds from depositors outside of our market areas and FHLB advances.
Out-of-area deposits increased from $962.8 million at December 31, 2005, to $1,013.8 million on
December 31, 2006, an increase of $51.0 million, or 5.3%. Repurchase agreements increased from
$72.2 million at December 31, 2005, to $85.5 million on December 31, 2006, an increase of $13.3
million, or 18.4%. FHLB advances decreased from $130.0 million at December 31, 2005, to $95.0
million on December 31, 2006, a decrease of $35.0 million, or 26.9%. At December 31, 2006, local
deposits and repurchase agreements equaled 38.4% of total funding liabilities, compared to 31.8% on
December 31, 2005.
During 2006, we experienced strong growth in our noninterest-bearing checking deposit accounts.
Comprised primarily of business loan customers, noninterest-bearing checking deposit accounts grew
$12.4 million, or 10.2%, and equaled 6.4% of average total liabilities during 2006.
Interest-bearing checking accounts increased $0.2 million, or 0.4%, and equaled 2.0% of average
total liabilities during 2006. Money market deposit accounts decreased $0.9 million, or 9.0%, and
equaled 0.6% of average total liabilities during 2006. Business loan customers also comprise the
majority of interest-bearing checking and money market deposit accounts, although to a lesser
extent than noninterest-bearing checking accounts. Pursuant to Federal law and regulations,
incorporated businesses may not own interest-bearing checking accounts and transactions from money
market accounts are limited. We anticipate continued overall growth of our check-writing deposit
accounts as additional business loans are extended and through the efforts of our branch network
and business development activities.
During 2006, savings account balances recorded a decrease of $13.9 million, or 13.1%, and equaled
5.2% of average total liabilities. The decline in savings account balances during 2006 is
primarily due to customers opening certificates of deposit with funds from their savings accounts,
as rates offered on certificates of deposit have risen at a faster pace than rates offered on
savings accounts. Business loan customers also comprise the majority of savings account holders,
although to a lesser extent than check-writing accounts. While we anticipate an increase in
savings account balances as additional business loans are extended and through the efforts of our
branch network and business development activities, the increase may be negatively impacted by
potential continued fund transfers to certificate of deposit products.
F-11
Certificates of deposit purchased by customers located within our market areas increased
significantly during 2006, growing from $179.3 million at December 31, 2005, to $358.2 million on
December 31, 2006, an increase of $178.9 million, or 99.8%. These deposits accounted for 15.9% of
average total liabilities during 2006. The growth was attributable to individuals, businesses and
municipalities, and includes new monies to our bank from existing and new customers as well as
transfers from existing savings accounts. The increase in local municipality certificates of
deposit has been facilitated by our qualifying for funds from new municipal customers and
additional funds from existing customers through a combination of our asset growth and increased
profitability as measured by the municipalities investment policy guidelines, and is a trend that
we expect to continue.
During 2006, certificates of deposit obtained from customers located outside of our market areas
increased by $51.0 million, and represented 55.9% of average total liabilities. At December 31,
2006, out-of-area deposits totaled $1,013.8 million. Out-of-area deposits consist primarily of
certificates of deposit placed by deposit brokers for a fee, but also include certificates of
deposit obtained from the deposit owners directly. The owners of the out-of-area deposits include
individuals, businesses and governmental units located throughout the country. Out-of-area
deposits are utilized to support our asset growth, and are generally a lower cost source of funds
when compared to the interest rates that would have to be offered in the local market to generate a
sufficient level of funds. During most of 2006, rates paid on new out-of-area deposits were very
similar to rates paid on new certificates of deposit issued to local customers. In addition, the
overhead costs associated with the out-of-area deposits are considerably less than the overhead
costs that would be incurred to administer a similar level of local deposits. Although local
deposits have and are expected to increase as new business, governmental and individual deposit
relationships are established and as existing customers increase the balances in their deposit
accounts, the relatively high reliance on out-of-area deposits will likely remain.
Repurchase agreements increased $13.3 million and equaled 4.0% of average total liabilities during
2006. As part of our sweep account program, collected funds from certain business
noninterest-bearing checking accounts are invested in overnight interest-bearing repurchase
agreements. Although not considered a deposit account and therefore not afforded federal deposit
insurance, the repurchase agreements are a means of providing a return for business customers that
are not permitted to have an interest-bearing checking account.
FHLB advances decreased $35.0 million and equaled 6.8% of average total liabilities during 2006.
FHLB advances are collateralized by residential mortgage loans, first mortgage liens on
multi-family residential property loans, first mortgage liens on commercial real estate property
loans, and substantially all other assets of our bank, under a blanket lien arrangement. Our
borrowing line of credit at December 31, 2006 totaled $322.6 million. We first started to use FHLB
advances in late 2002, and expect to continue to use this funding source, along with out-of-area
certificates of deposit, as part of our wholesale funding program.
Shareholders equity increased $16.8 million and equaled 8.3% of average assets during 2006. The
increase was primarily attributable to net income from operations. Net income from operations
totaled $19.8 million during 2006. Also positively impacting shareholders equity was a $0.3 million mark-to-market adjustment for
available for sale securities as defined in SFAS No. 115, plus proceeds totaling $0.4 million
relating to stock option exercises and our dividend reinvestment and employee stock purchase plans.
Negatively impacting shareholders equity during 2006 was the payment of cash dividends, which
totaled $4.0 million.
RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006 and 2005
Summary
We recorded strong earnings performance during 2006. Net income was $19.8 million, or $2.48 per
basic share and $2.45 per diluted share. This earnings performance compares favorably to net
income of $17.9 million, or $2.25 per basic share and $2.20 per diluted share, recorded in 2005.
The $1.9 million improvement in net income represents an increase of 10.9%, while diluted earnings
per share were up 11.4%. The earnings improvement during 2006 over that of 2005 is primarily
attributable to higher net interest income, which more than offset increases in provision expense
and overhead costs.
F-12
The following table shows some of the key performance and equity ratios for the years ended
December 31, 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Return on average total assets |
|
|
1.01 |
% |
|
|
1.05 |
% |
Return on average equity |
|
|
12.19 |
|
|
|
12.05 |
|
Dividend payout ratio |
|
|
20.34 |
|
|
|
17.79 |
|
Average equity to average assets |
|
|
8.31 |
|
|
|
8.73 |
|
Net Interest Income
Net interest income, the difference between revenue generated from earning assets and the interest
cost of funding those assets, is our primary source of earnings. Interest income (adjusted for
tax-exempt income) and interest expense totaled $138.5 million and $75.7 million during 2006,
respectively, providing for net interest income of $62.8 million. This performance compares
favorably to that of 2005 when interest income and interest expense were $103.2 million and $46.8
million, respectively, providing for net interest income of $56.4 million. In comparing 2006 with
2005, interest income increased 34.1%, interest expense was up 61.6% and net interest income
increased 11.3%. The level of net interest income is primarily a function of asset size, as the
weighted average interest rate received on earning assets is greater than the weighted average
interest cost of funding sources; however, factors such as types of assets and liabilities,
interest rate environment, interest rate risk, common stock sales, liquidity, and customer behavior
also impact net interest income as well as the net interest margin.
The net interest margin declined from 3.50% in 2005 to 3.37% in 2006, a decrease of 3.7%. Our net
interest margin during 2004 was 3.30%. Throughout 2005 and during the first half of 2006, our net
interest margin was generally on an increasing trend. From June 2004 through June 2006, the
Federal Open Market Committee (FOMC) increased the federal funds rate by 25 basis points at 17
consecutive meetings, causing the prime rate to increase from 4.00% in June 2004 to 8.25% in June
2006. Our yield on assets increased significantly during this time period, as the interest rates
on over 70% of our total loans and leases were tied to the prime rate. Our cost of funds also
increased during this time period, as interest rates paid on our deposits and borrowings increased
as well. However, our cost of funds increased at a slower rate than the increase in our yield on
assets, with a significant portion of our interest-bearing liabilities comprised of fixed rate
certificates of deposit and borrowings, resulting in a lagged increased cost of funds. The FOMC
has left the federal funds rate unchanged since June 2006, resulting in a relatively steady yield
on assets. However, our cost of funds has continued to increase as maturing fixed rate
certificates of deposit and borrowings, which were obtained during lower interest rate
environments, are replaced or renewed at higher interest rates. Assuming no major changes in the
federal funds rate in the near future, we expect our cost of funds, and therefore our net interest
margin, to level-out during the second quarter of 2007.
The following table depicts the average balance, interest earned and paid, and weighted average
rate of our assets, liabilities and shareholders equity during 2006, 2005 and 2004. The table
also depicts the dollar amount of change in interest income and interest expense of
interest-earning assets and interest-bearing liabilities, segregated between change due to volume
and change due to rate. For tax-exempt investment securities, interest income and yield have been
computed on a tax equivalent basis using a marginal tax rate of 35%. Securities interest income
was increased by $1.2 million, $1.1 million and $1.0 million in 2006, 2005 and 2004, respectively.
F-13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Years ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities |
|
$ |
128,382 |
|
|
$ |
6,557 |
|
|
|
5.11 |
% |
|
$ |
114,097 |
|
|
$ |
5,588 |
|
|
|
4.90 |
% |
|
$ |
82,107 |
|
|
$ |
3,935 |
|
|
|
4.79 |
% |
Tax exempt
securities |
|
|
61,949 |
|
|
|
3,930 |
|
|
|
6.34 |
|
|
|
58,005 |
|
|
|
3,703 |
|
|
|
6.38 |
|
|
|
48,322 |
|
|
|
3,174 |
|
|
|
6.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
190,331 |
|
|
|
10,487 |
|
|
|
5.51 |
|
|
|
172,102 |
|
|
|
9,291 |
|
|
|
5.40 |
|
|
|
130,429 |
|
|
|
7,109 |
|
|
|
5.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases |
|
|
1,660,284 |
|
|
|
127,470 |
|
|
|
7.68 |
|
|
|
1,432,609 |
|
|
|
93,666 |
|
|
|
6.54 |
|
|
|
1,177,568 |
|
|
|
62,791 |
|
|
|
5.33 |
|
Short term
investments |
|
|
320 |
|
|
|
12 |
|
|
|
3.75 |
|
|
|
582 |
|
|
|
14 |
|
|
|
2.41 |
|
|
|
593 |
|
|
|
4 |
|
|
|
0.67 |
|
Federal funds sold |
|
|
9,745 |
|
|
|
482 |
|
|
|
4.95 |
|
|
|
8,156 |
|
|
|
266 |
|
|
|
3.26 |
|
|
|
5,942 |
|
|
|
75 |
|
|
|
1.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning
assets |
|
|
1,860,680 |
|
|
|
138,451 |
|
|
|
7.44 |
|
|
|
1,613,449 |
|
|
|
103,237 |
|
|
|
6.40 |
|
|
|
1,314,532 |
|
|
|
69,979 |
|
|
|
5.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan
and lease losses |
|
|
(21,464 |
) |
|
|
|
|
|
|
|
|
|
|
(19,048 |
) |
|
|
|
|
|
|
|
|
|
|
(16,203 |
) |
|
|
|
|
|
|
|
|
Cash and due
from banks |
|
|
38,298 |
|
|
|
|
|
|
|
|
|
|
|
36,827 |
|
|
|
|
|
|
|
|
|
|
|
31,587 |
|
|
|
|
|
|
|
|
|
Other non earning
assets |
|
|
82,419 |
|
|
|
|
|
|
|
|
|
|
|
70,769 |
|
|
|
|
|
|
|
|
|
|
|
49,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,959,933 |
|
|
|
|
|
|
|
|
|
|
$ |
1,701,997 |
|
|
|
|
|
|
|
|
|
|
$ |
1,379,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing
demand deposits |
|
$ |
36,530 |
|
|
$ |
1,069 |
|
|
|
2.93 |
% |
|
$ |
36,319 |
|
|
$ |
707 |
|
|
|
1.95 |
% |
|
$ |
32,994 |
|
|
$ |
427 |
|
|
|
1.29 |
% |
Savings deposits |
|
|
93,046 |
|
|
|
3,328 |
|
|
|
3.58 |
|
|
|
113,945 |
|
|
|
2,934 |
|
|
|
2.57 |
|
|
|
136,214 |
|
|
|
2,497 |
|
|
|
1.83 |
|
Money market
accounts |
|
|
10,326 |
|
|
|
325 |
|
|
|
3.15 |
|
|
|
9,478 |
|
|
|
211 |
|
|
|
2.23 |
|
|
|
8,788 |
|
|
|
129 |
|
|
|
1.47 |
|
Time deposits |
|
|
1,289,777 |
|
|
|
60,033 |
|
|
|
4.65 |
|
|
|
1,036,457 |
|
|
|
35,032 |
|
|
|
3.38 |
|
|
|
780,867 |
|
|
|
18,733 |
|
|
|
2.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest
bearing deposits |
|
|
1,429,679 |
|
|
|
64,755 |
|
|
|
4.53 |
|
|
|
1,196,199 |
|
|
|
38,884 |
|
|
|
3.25 |
|
|
|
958,863 |
|
|
|
21,786 |
|
|
|
2.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term
borrowings |
|
|
75,885 |
|
|
|
2,867 |
|
|
|
3.78 |
|
|
|
66,814 |
|
|
|
1,795 |
|
|
|
2.69 |
|
|
|
55,816 |
|
|
|
877 |
|
|
|
1.57 |
|
Federal Home Loan Bank advances |
|
|
121,932 |
|
|
|
5,393 |
|
|
|
4.42 |
|
|
|
131,137 |
|
|
|
4,200 |
|
|
|
3.20 |
|
|
|
112,869 |
|
|
|
2,471 |
|
|
|
2.19 |
|
Long term
borrowings |
|
|
35,895 |
|
|
|
2,658 |
|
|
|
7.40 |
|
|
|
35,014 |
|
|
|
1,959 |
|
|
|
5.59 |
|
|
|
18,938 |
|
|
|
1,461 |
|
|
|
7.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest
bearing liabilities |
|
|
1,663,391 |
|
|
|
75,673 |
|
|
|
4.55 |
|
|
|
1,429,164 |
|
|
|
46,838 |
|
|
|
3.28 |
|
|
|
1,146,486 |
|
|
|
26,595 |
|
|
|
2.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
115,390 |
|
|
|
|
|
|
|
|
|
|
|
111,892 |
|
|
|
|
|
|
|
|
|
|
|
90,534 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
18,371 |
|
|
|
|
|
|
|
|
|
|
|
12,352 |
|
|
|
|
|
|
|
|
|
|
|
7,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,797,152 |
|
|
|
|
|
|
|
|
|
|
|
1,553,408 |
|
|
|
|
|
|
|
|
|
|
|
1,244,176 |
|
|
|
|
|
|
|
|
|
Average equity |
|
|
162,781 |
|
|
|
|
|
|
|
|
|
|
|
148,589 |
|
|
|
|
|
|
|
|
|
|
|
135,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
and equity |
|
$ |
1,959,933 |
|
|
|
|
|
|
|
|
|
|
$ |
1,701,997 |
|
|
|
|
|
|
|
|
|
|
$ |
1,379,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest
income |
|
|
|
|
|
$ |
62,778 |
|
|
|
|
|
|
|
|
|
|
$ |
56,399 |
|
|
|
|
|
|
|
|
|
|
$ |
43,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate spread |
|
|
|
|
|
|
|
|
|
|
2.89 |
% |
|
|
|
|
|
|
|
|
|
|
3.12 |
% |
|
|
|
|
|
|
|
|
|
|
3.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest
margin |
|
|
|
|
|
|
|
|
|
|
3.37 |
% |
|
|
|
|
|
|
|
|
|
|
3.50 |
% |
|
|
|
|
|
|
|
|
|
|
3.30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2006 over 2005 |
|
|
2005 over 2004 |
|
|
|
Total |
|
|
Volume |
|
|
Rate |
|
|
Total |
|
|
Volume |
|
|
Rate |
|
Increase (decrease) in interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities |
|
$ |
969,000 |
|
|
$ |
722,000 |
|
|
$ |
247,000 |
|
|
$ |
1,653,000 |
|
|
$ |
1,565,000 |
|
|
$ |
88,000 |
|
Tax exempt securities |
|
|
227,000 |
|
|
|
250,000 |
|
|
|
(23,000 |
) |
|
|
529,000 |
|
|
|
620,000 |
|
|
|
(91,000 |
) |
Loans |
|
|
33,804,000 |
|
|
|
16,123,000 |
|
|
|
17,681,000 |
|
|
|
30,875,000 |
|
|
|
15,104,000 |
|
|
|
15,771,000 |
|
Short term investments |
|
|
(2,000 |
) |
|
|
(8,000 |
) |
|
|
6,000 |
|
|
|
10,000 |
|
|
|
0 |
|
|
|
10,000 |
|
Federal funds sold |
|
|
216,000 |
|
|
|
59,000 |
|
|
|
157,000 |
|
|
|
191,000 |
|
|
|
36,000 |
|
|
|
155,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in tax-equivalent
income |
|
|
35,214,000 |
|
|
|
17,146,000 |
|
|
|
18,068,000 |
|
|
|
33,258,000 |
|
|
|
17,325,000 |
|
|
|
15,933,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
|
|
362,000 |
|
|
|
4,000 |
|
|
|
358,000 |
|
|
|
280,000 |
|
|
|
47,000 |
|
|
|
233,000 |
|
Savings deposits |
|
|
394,000 |
|
|
|
(605,000 |
) |
|
|
999,000 |
|
|
|
437,000 |
|
|
|
(456,000 |
) |
|
|
893,000 |
|
Money market accounts |
|
|
114,000 |
|
|
|
20,000 |
|
|
|
94,000 |
|
|
|
82,000 |
|
|
|
11,000 |
|
|
|
71,000 |
|
Time deposits |
|
|
25,001,000 |
|
|
|
9,832,000 |
|
|
|
15,169,000 |
|
|
|
16,299,000 |
|
|
|
7,246,000 |
|
|
|
9,053,000 |
|
Short term borrowings |
|
|
1,072,000 |
|
|
|
268,000 |
|
|
|
804,000 |
|
|
|
918,000 |
|
|
|
199,000 |
|
|
|
719,000 |
|
Federal Home Loan Bank
advances |
|
|
1,193,000 |
|
|
|
(312,000 |
) |
|
|
1,505,000 |
|
|
|
1,729,000 |
|
|
|
448,000 |
|
|
|
1,281,000 |
|
Long term borrowings |
|
|
699,000 |
|
|
|
50,000 |
|
|
|
649,000 |
|
|
|
498,000 |
|
|
|
983,000 |
|
|
|
(485,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in interest
expense |
|
|
28,835,000 |
|
|
|
9,257,000 |
|
|
|
19,578,000 |
|
|
|
20,243,000 |
|
|
|
8,478,000 |
|
|
|
11,765,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in tax-equivalent
net interest income |
|
$ |
6,379,000 |
|
|
$ |
7,889,000 |
|
|
$ |
(1,510,000 |
) |
|
$ |
13,015,000 |
|
|
$ |
8,847,000 |
|
|
$ |
4,168,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income is primarily generated from the loan and lease portfolio, and to a lesser
degree from securities, federal funds sold and short term investments. Interest income increased
$35.3 million during 2006 from that earned in 2005, totaling $138.5 million in 2006 compared to
$103.2 million in the previous year. The increase is primarily due to the growth in earning assets
and a higher interest rate environment during 2006 when compared to 2005. Reflecting the higher
interest rate environment, the yield on average earning assets increased from 6.40% recorded in
2005 to 7.44% in 2006.
The growth in interest income is primarily attributable to an increase in earning assets and an
increase in earning asset yields. During 2006, average earning assets increased $247.3 million,
increasing from $1,613.4 million in 2005 to $1,860.7 million during 2006. Growth in average total
loans and leases, totaling $227.7 million, comprised 92.1% of the increase in average earning
assets during 2006. Interest income generated from the loan and lease portfolio increased $33.8
million during 2006 over the level earned in 2005, comprised of an increase of $16.1 million from
the growth in the loan and lease portfolio and an increase of $17.7 million due to the increase in
the yield earned on the loan portfolio to 7.68% from 6.54%. The increase in the loan and lease
portfolio yield is primarily due to a higher interest rate environment during 2006 than in 2005.
Growth in the securities portfolio and an improved overall yield also added to the increase in
interest income during 2006 over that of 2005. Average securities increased by $18.2 million in
2006, increasing from $172.1 million in 2005 to $190.3 million in 2006. The growth equated to an
increase in interest income of $1.0 million, while an improved yield earned on the securities
portfolio from 5.40% to 5.51% increased interest income by $0.2 million. Interest income earned on
federal funds sold increased by $0.2 million due to a small increase in the average balance and a
higher yield during 2006.
Interest expense is primarily generated from interest-bearing deposits, and to a lesser degree from
repurchase agreements, FHLB advances and subordinated debentures. Interest expense increased $28.8
million during 2006 from that expensed in 2005, totaling $75.6 million in 2006 compared to $46.8
million in the previous year. The increase in interest expense is primarily attributable to the
impact of an increase in interest-bearing liabilities and a higher interest rate environment during
2006 when compared to 2005. Interest-bearing liabilities averaged $1,663.4 million during 2006, or
$234.2 million higher than the average interest-bearing liabilities of $1,429.2 million during
2005. This growth resulted in increased interest expense of $9.3 million. An increase in interest
expense of $19.6 million was recorded during 2006 primarily due to a higher interest rate
environment during 2006 than in 2005. The cost of average interest-bearing liabilities increased
from the 3.28% recorded in 2005 to 4.55% in 2006.
F-15
Average certificate of deposit growth during 2006 of $253.3 million equated to an increase in
interest expense of $9.8 million, with an additional $15.2 million expensed due to the increase in
the average rate paid as lower-rate certificates of deposit matured and were either renewed or
replaced with higher-costing certificates of deposit throughout 2006. A decline in average savings
deposits, totaling $20.9 million, equated to a decrease in interest expense of $0.6 million;
however, interest expense of $1.0 million was recorded due to an increase in the average rate paid
during 2006. Growth in average interest-bearing checking accounts of $0.2 million equated to a
less than $0.1 million increase in interest expense, with an additional $0.4 million of interest
expense recorded due to a higher average rate paid during 2006.
Average short term borrowings, comprised of repurchase agreements and federal funds purchased,
increased $9.1 million during 2006, resulting in increased interest expense of $0.3 million, with
an additional interest expense of $0.8 million recorded due to an increase in the average rate paid
during 2006. Average FHLB advances decreased $9.2 million, equating to a decrease in interest
expense of $0.3 million, with an increased average rate adding $1.5 million to interest expense.
Growth in average long-term borrowings, comprised of subordinated debentures and deferred director
and officer compensation programs, equated to an increase in interest expense of less than $0.1
million during 2006, with an increased average rate adding $0.6 million to interest expense.
Provision for Loan and Lease Losses
The provision for loan and lease losses totaled $5.8 million during 2006, compared to the $3.8
million expensed during 2005. The increase primarily reflects an increase in the volume of loan
and lease net charge-offs during 2006 when compared to 2005, partially offset by lower loan and
lease growth in 2006. Net loan and lease charge-offs during 2006 totaled $4.9 million, or 0.29% of
average total loans and leases. Net loan and lease charge-offs during 2005 totaled $1.1 million,
or 0.08% of average total loans and leases. Loan and lease growth during 2006 equaled $183.7
million, compared to loan and lease growth of $244.7 million during 2005. The allowance as a
percentage of total loans outstanding as of December 31, 2006 was 1.23%, compared to 1.31% at
year-end 2005.
In each accounting period, we adjust the allowance by the amount we believe is necessary to
maintain the allowance at adequate levels. Through the loan and lease review and credit
departments, we attempt to allocate specific portions of the allowance based on specifically
identifiable problem loans and leases. The evaluation of the allowance is further based on, but
not limited to, consideration of the internally prepared Reserve Analysis, composition of the loan
and lease portfolio, third party analysis of the loan and lease administration processes and
portfolio and general economic conditions. In addition, the strong commercial loan and leases
growth is taken into account.
The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation
factors to outstanding loan and lease balances to calculate an overall allowance dollar amount.
For commercial loans and leases, which continue to comprise a vast majority of our total loans and
leases, reserve allocation factors are based upon the loan ratings as determined by our
standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type
of credit. Adjustments for specific lending relationships, including impaired loans and leases,
are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent
levels and historical trends of net loan charge-offs and non-performing assets, the comparison of
the recent levels and historical trends of net loan charge-offs and non-performing assets with a
customized peer group consisting of ten similarly-sized publicly traded banking organizations
conducting business in the states of Michigan, Illinois, Indiana and/or Ohio, the review and
consideration of our loan migration analysis and the experience of senior management making similar
loans and leases for an extensive period of time. We regularly review the Reserve Analysis and
make adjustments periodically based upon identifiable trends and experience.
F-16
Noninterest Income
Noninterest income totaled $5.3 million in 2006, a decrease of $0.4 million from the $5.7 million
earned in 2005. Other noninterest income during 2005 included a one-time gain of $0.7 million
which was recorded from the sale of state tax credits derived from the construction of the new main
office in downtown Grand Rapids. Deposit and repurchase agreement service charges were unchanged
in 2006 when compared to 2005; although the number of deposit accounts increased during 2006, the
earnings credit rate also increased, reducing the level of fees paid by our depositors. Earnings
from increased cash surrender value of bank owned life insurance policies increased $0.2 million in
2006, primarily reflecting a higher balance from the purchase of additional policies during the
year. We recorded increases in virtually all other fee income-producing activities in 2006 when
compared to 2005, with the exception of residential mortgage banking fees, which decreased $0.1
million due to lower volume of activity.
Noninterest Expense
Noninterest expense during 2006 totaled $32.3 million, an increase of $1.2 million over the $31.1
million expensed in 2005. Salary expense and benefit costs increased $0.3 million in 2006 when
compared to 2005. Base compensation increased approximately $2.9 million, primarily reflecting the
increase in full-time equivalent employees from 273 at year-end 2005 to 291 at year-end 2006 and
annual pay increases. However, bonus expense declined $2.6 million during 2006 when compared to
2005. Occupancy, furniture and equipment costs increased $0.9 million in 2006, primarily
reflecting a full years expense associated with the opening of our new main office in downtown
Grand Rapids during the second quarter of 2005, and the opening of our new leased facilities in
Lansing and Ann Arbor during the third quarter of 2005. All other non-interest expenses, in
aggregate, were relatively unchanged in 2006 when compared to 2005.
While the dollar amount of noninterest costs has increased, the growth of net interest income and
fee income has increased more. Noninterest costs during 2006 were $1.2 million higher than the
level of overhead costs expensed during 2005; however, net interest income and fee income increased
a combined $5.9 million during the same time period. Monitoring and controlling our noninterest
costs, while at the same time providing high quality service to our customers, is one of our
priorities. The efficiency ratio, a banking industry standardized calculation that attempts to
reflect the utilization of overhead costs, improved during 2006 and remained well below banking
industry averages. Computed by dividing noninterest expenses by net interest income plus
noninterest income, the efficiency ratio was 48.3% during 2006, compared to 51.1% during 2005.
Federal Income Tax Expense
Federal income tax expense was $9.0 million in 2006, an increase of $0.9 million over the $8.1
million expensed during 2005. The increase during 2006 is primarily due to the growth in our
pre-federal income tax profitability. The effective tax rate for 2006 was 31.1%, compared to 31.3%
in 2005.
RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
Summary
We recorded strong earnings performance during 2005. Net income was $17.9 million, or $2.25 per
basic share and $2.20 per diluted share. This earnings performance compares favorably to net
income of $13.7 million, or $1.73 per basic share and $1.69 per diluted share, recorded in 2004.
The $4.2 million improvement in net income represents an increase of 30.5%, while diluted earnings
per share were up 30.2%. The earnings improvement during 2005 over that of 2004 is primarily
attributable to higher net interest income and a lower provision expense, which more than offset an
increase in overhead costs.
Net income for 2004 includes an $845,000 ($548,000 after-tax) write-off associated with the
unamortized balance of issuance costs related to the redemption of the $16.0 million of 9.60%
Cumulative Preferred Securities issued in 1999 by MBWM Capital Trust I. Excluding this one-time
expense, net income for 2004 was $14.3 million ($1.80 per basic share and $1.76 per diluted share).
We believe excluding the impact of the one-time charge from 2004 operating results and performance
measures allows a more meaningful comparison of 2005 results to 2004 results; therefore, the
following discussion of our results of operations for the years ended December 31, 2005 and
December 31, 2004 includes both GAAP and non-GAAP facts and figures where appropriate.
F-17
The following table shows some of the key performance and equity ratios for the years ended
December 31, 2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Return on average total assets |
|
|
1.05 |
% |
|
|
0.99 |
% |
Return on average equity |
|
|
12.05 |
|
|
|
10.16 |
|
Dividend payout ratio |
|
|
17.79 |
|
|
|
18.60 |
|
Average equity to average assets |
|
|
8.73 |
|
|
|
9.79 |
|
Net Interest Income
Net interest income, the difference between revenue generated from earning assets and the interest
cost of funding those assets, is our primary source of earnings. Interest income (adjusted for
tax-exempt income) and interest expense totaled $103.2 million and $46.8 million during 2005,
respectively, providing for net interest income of $56.4 million. This performance compares
favorably to that of 2004 when interest income and interest expense were $70.0 million and $26.6
million, respectively, providing for net interest income of $43.4 million. In comparing 2005 with
2004, interest income increased 47.4%, interest expense was up 76.0% and net interest income
increased 30.0%. The level of net interest income is primarily a function of asset size, as the
weighted average interest rate received on earning assets is greater than the weighted average
interest cost of funding sources; however, factors such as types of assets and liabilities,
interest rate risk, common stock sales, liquidity, and customer behavior also impact net interest
income as well as the net interest margin. The net interest margin improved from 3.30% in 2004 to
3.50% in 2005, an increase of 6.1%, primarily due to earning assets repricing faster than
interest-bearing liabilities during the increasing interest rate environment that existed during
virtually all of 2005.
Interest income is primarily generated from the loan portfolio, and to a lesser degree from
securities, federal funds sold and short term investments. Interest income increased $33.3 million
during 2005 from that earned in 2004, totaling $103.2 million in 2005 compared to $70.0 million in
the previous year. The increase is primarily due to the growth in earning assets and a higher
interest rate environment during 2005 when compared to 2004. Reflecting the higher interest rates,
the yield on average earning assets increased from 5.32% recorded in 2004 to 6.40% in 2005.
The growth in interest income is primarily attributable to an increase in earning assets and an
increase in earning asset yields. During 2005, average earning assets increased $298.9 million,
increasing from $1,314.5 million in 2004 to $1,613.4 million during 2005. Growth in average total
loans and leases, totaling $255.0 million, comprised 85.3% of the increase in average earning
assets during 2005. Interest income generated from the loan and lease portfolio increased $30.9
million during 2005 over the level earned in 2004, comprised of an increase of $15.1 million from
the growth in the loan and lease portfolio and an increase of $15.8 million due to the increase in
the yield earned on the loan and lease portfolio to 6.54% from 5.33%. The increase in the loan and
lease portfolio yield is primarily due to a higher interest rate environment during 2005 than in
2004.
Growth in the securities portfolio, partially offset by a slightly lower yield, also added to the
increase in interest income during 2005 over that of 2004. Average securities increased by $41.7
million in 2005, increasing from $130.4 million in 2004 to $172.1 million in 2005. The growth
equated to an increase in interest income of $2.2 million, while a decrease in the yield earned on
the securities portfolio from 5.45% to 5.40% reduced interest income by $0.1 million. Interest
income earned on federal funds sold increased by $0.2 million due to a small increase in the
average balance and a higher yield during 2005.
Interest expense is primarily generated from interest-bearing deposits, and to a lesser degree from
repurchase agreements, FHLB advances and subordinated debentures. Interest expense increased $20.2
million during 2005 from that expensed in 2004, totaling $46.8 million in 2005 compared to $26.6
million in the previous year. The increase in interest expense is primarily attributable to the
impact of an increase in interest-bearing liabilities and a higher interest rate environment during
2005 when compared to 2004. Interest-bearing liabilities averaged $1,429.2 million during 2005, or
$282.7 million higher than the average interest-bearing liabilities of $1,146.5 million during
2004. This growth resulted in increased interest expense of $8.5 million. An increase in interest
expense of $11.7 million was recorded during 2005 primarily due to a higher interest rate
environment during 2005 than in 2004. The cost of average interest-bearing liabilities increased
from the 2.32% recorded in 2004 to 3.28% in 2005.
F-18
Growth in average certificates of deposits, totaling $255.6 million, comprised 90.4% of the
increase in average interest-bearing liabilities between 2005 and 2004. Average FHLB advances
increased $18.2 million, or 6.4% of the increase in average interest-bearing liabilities in 2005.
The certificate of deposit growth during 2005 equated to an increase in interest expense of $7.2
million, with an additional $9.1 million expensed due to the increase in the average rate paid as
lower-rate certificates of deposit matured and were either renewed or replaced with higher-costing
certificates of deposit
during most of 2005. FHLB advance growth during 2005 equated to an increase in interest expense
of $0.4 million, with an increased average rate adding an additional $1.3 million to interest
expense.
A decline in average savings deposits, totaling $22.3 million, equated to a decrease in interest
expense of $0.5 million; however, interest expense of $0.9 million was recorded due to an increase
in the average rate paid during 2005. Growth in average interest-bearing checking accounts of
$3.3 million equated to a less than $0.1 million increase in interest expense, with an additional
$0.2 million of interest expense recorded due to a higher average rate paid during 2005. Average
short term borrowings, comprised of repurchase agreements and federal funds purchased, increased
$11.0 million during 2005, resulting in increased interest expense of $0.2 million, with an
additional interest expense of $0.7 million recorded due to an increase in the average rate paid
during 2005.
Growth of $16.1 million in average long-term borrowings, comprised primarily of subordinated
debentures but also including deferred director and officer compensation programs, equated to an
increase in interest expense of $1.0 million during 2005; however, a decline in the average rate
paid on subordinated debentures resulting from the September 2004 refinance, equated to a $0.5
million reduction of interest expense during 2005.
Provision for Loan and Lease Losses
The provision for loan and lease losses totaled $3.8 million during 2005, compared to the $4.7
million expensed during 2004. The decline primarily reflects lower loan and lease loan growth and
a decline in the volume of loan and lease net charge-offs during 2005 when compared to 2004. The
allowance as a percentage of total loans outstanding as of December 31, 2005 was 1.31%, compared to
1.35% at year-end 2004. Loan and lease growth during 2005 equaled $244.7 million, compared to loan
and lease growth of $281.2 million during 2004. Net loan and lease charge-offs during 2005 totaled
$1.1 million, or 0.08% of average total loans and leases. Net loan and lease charge-offs during
2004 totaled $1.2 million, or 0.10% of average total loans and leases.
In each accounting period, we adjust the allowance by the amount we believe is necessary to
maintain the allowance at adequate levels. Through the loan and lease review and credit
departments, we attempt to allocate specific portions of the allowance based on specifically
identifiable problem loans and leases. The evaluation of the allowance is further based on, but
not limited to, consideration of the internally prepared Reserve Analysis, composition of the loan
and lease portfolio, third party analysis of the loan and lease administration processes and
portfolio and general economic conditions. In addition, the strong commercial loan and lease
growth is taken into account.
The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation
factors to outstanding loan and lease balances to calculate an overall allowance dollar amount.
For commercial loans and leases, which continue to comprise a vast majority of our total loans and
leases, reserve allocation factors are based upon the loan ratings as determined by our
standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type
of credit. Adjustments for specific lending relationships, including impaired loans and leases,
are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent
levels and historical trends of net loan charge-offs and non-performing assets, the comparison of
the recent levels and historical trends of net loan charge-offs and non-performing assets with a
customized peer group consisting of ten similarly-sized publicly traded banking organizations
conducting business in the states of Michigan, Illinois, Indiana and/or Ohio, the review and
consideration of our loan migration analysis and the experience of senior management making similar
loans and leases for an extensive period of time. We regularly review the Reserve Analysis and
make adjustments periodically based upon identifiable trends and experience.
F-19
Noninterest Income
Noninterest income totaled $5.7 million in 2005, an increase of $1.4 million from the $4.3 million
earned in 2004. Deposit and repurchase agreement service charges increased $0.1 million in 2005,
primarily reflecting the growth in the number of deposit accounts and modest increases in the
deposit fee structure. The cash surrender value of bank owned life insurance policies increased
$0.3 million in 2005, primarily reflecting a higher balance from the purchase of additional
policies during the year. Primarily reflecting an increase in volume of activity, residential
mortgage banking fees increased $0.2 million during 2005. Other noninterest income includes a gain
of $0.7 million which was recognized during 2005 from the sale of state tax credits derived from
the construction of the new main office in downtown Grand Rapids.
Noninterest Expense
Noninterest expense during 2005 totaled $31.1 million, an increase of $7.9 million over the $23.2
million expensed in 2004. Noninterest expense during 2004 includes an $845,000 write-off
associated with the unamortized balance of issuance costs related to the redemption of the $16.0
million of 9.60% Cumulative Preferred Securities issued in 1999 by the MBWM Capital Trust I.
Excluding this one-time write-off, noninterest expense during 2004 totaled $22.4 million, with the
growth in overhead costs during 2005 equating to $8.7 million.
Of the $8.7 million growth in overhead costs, $4.7 million (54.0% of total) was in salaries and
benefits, which primarily reflects the increase in full-time equivalent employees from 194 at
year-end 2004 to 273 at year-end 2005 and annual pay increases. Occupancy, furniture and equipment
costs increased $1.6 million (18.4% of total) in 2005, primarily reflecting the opening of our
Holland banking office in October of 2004, the opening of our new main office in downtown Grand
Rapids during the second quarter of 2005, the opening of our new leased facilities in Lansing and
Ann Arbor during the third quarter of 2005 and our increased staffing level.
While the dollar amount of noninterest costs has increased, the growth of net interest income and
fee income has increased more. Noninterest costs during 2005 were $8.7 million higher than the
level of overhead costs expensed during 2004; however, net interest income and fee income increased
a combined $14.2 million during the same time period. Monitoring and controlling our noninterest
costs, while at the same time providing high quality service to our customers, is one of our
priorities. The efficiency ratio, a banking industry standardized calculation that attempts to
reflect the utilization of overhead costs, declined during 2004 but remained well below banking
industry averages. Computed by dividing noninterest expenses by net interest income plus
noninterest income, the efficiency ratio was 51.1% during 2005, compared to 49.6% during 2004. If
the one-time write-off addressed above is excluded from the calculation, our 2004 efficiency ratio
improves to 47.8%. The decline in the efficiency ratio is primarily related to the initial
overhead costs associated with our expansion into Lansing and Ann Arbor, especially salary and
benefit and occupancy expenses.
Federal Income Tax Expense
Federal income tax expense was $8.1 million in 2005, an increase of $3.0 million over the $5.1
million expensed during 2004. The increase during 2005 is primarily due to the growth in our
pre-federal income tax profitability and an increase in the effective tax rate, the latter of which
reflects a lower level of tax-exempt income as a percent of total income.
CAPITAL RESOURCES
Shareholders equity is a noninterest-bearing source of funds that provides support for our asset
growth. Shareholders equity was $171.9 million and $155.1 million at December 31, 2006 and 2005,
respectively. The $16.8 million increase during 2006 is primarily attributable to net income from
operations. Net income from operations totaled $19.8 million during 2006. Also positively
impacting shareholders equity was a $0.3 million mark-to-market adjustment for available for sale
securities as defined in SFAS No. 115, plus proceeds totaling $0.4 million relating to stock option
exercises and our dividend reinvestment and employee stock purchase plans.
Negatively impacting shareholders equity during 2006 was the payment of cash dividends, which
totaled $4.0 million.
F-20
We and our bank are subject to regulatory capital requirements administered by state and federal
banking agencies. Failure to meet the various capital requirements can initiate regulatory action
that could have a direct material effect on the financial statements. Our and our banks capital
ratios as of December 31, 2006 and 2005 are disclosed under Note 16 on pages F-55 and F-56 of the
Notes to Consolidated Financial Statements.
Our ability to pay cash and stock dividends is subject to limitations under various laws and
regulations and to prudent and sound banking practices. On April 11, 2006, we declared a 5% common
stock dividend, payable on May 16, 2006 to record holders as of April 24, 2006. This represented
the sixth consecutive year we have paid a 5% stock dividend. Also during 2006, we paid a cash
dividend on our common stock each calendar quarter. These cash dividends totaled $0.51 per share
for 2006, and $4.0 million in aggregate amount. On January 9, 2007, we declared a $0.14 per common
share cash dividend that will be paid on March 9, 2007 to shareholders of record on February 9,
2007.
LIQUIDITY
Liquidity is measured by our ability to raise funds through deposits, borrowed funds, capital or
cash flow from the repayment of loans and investment securities. These funds are used to meet
deposit withdrawals, maintain reserve
requirements, fund loans and operate our company. Liquidity is primarily achieved through the
growth of deposits (both local and out-of-area) and liquid assets such as securities available for
sale, matured securities, and federal funds sold. Asset and liability management is the process of
managing the balance sheet to achieve a mix of earning assets and liabilities that maximizes
profitability, while providing adequate liquidity.
Our liquidity strategy is to fund loan growth with deposits, repurchase agreements and other
borrowed funds and to maintain an adequate level of short- and medium-term investments to meet
typical daily loan and deposit activity. Net deposit and repurchase agreement growth from
customers located in our market areas increased by $189.8 million, or 35.9%, during 2006. This
strong growth was not fully sufficient to meet the earning asset growth of $204.2 million. To
assist in providing the additional needed funds, we regularly obtained certificates of deposit from
customers outside of our market areas. As of December 31, 2006, out-of-area deposits totaled
$1,013.8 million, an increase in dollar volume of $51.0 million from the $962.8 million outstanding
at December 31, 2005. However, as a percent of combined total deposits and repurchase agreements,
out-of-area deposits declined from 64.6% as of December 31, 2005 to 58.5% at December 31, 2006.
As a member of the Federal Home Loan Bank of Indianapolis, our bank has access to the FHLB advance
borrowing programs. As of December 31, 2006, advances totaled $95.0 million, compared to $130.0
million outstanding as of December 31, 2005. Our borrowing line of credit at December 31, 2006
totaled $322.6 million, with availability of $216.5 million.
We have the ability to borrow money on a daily basis through correspondent banks using established
federal funds purchased lines. During 2006, our federal funds purchased position averaged $3.7
million, compared to an average federal funds sold position of $9.7 million. At December 31, 2006,
our established unsecured federal funds purchased lines totaled $72.0 million.
F-21
The following table reflects, as of December 31, 2006, significant fixed and determinable
contractual obligations to third parties by payment date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Year or Less |
|
|
One to Three Years |
|
|
Three to Five Years |
|
|
Over Five Years |
|
|
Total |
|
Deposits without a stated maturity |
|
$ |
274,919,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
274,919,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposits |
|
|
1,027,309,000 |
|
|
|
313,680,000 |
|
|
|
30,995,000 |
|
|
|
0 |
|
|
|
1,371,984,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term borrowings |
|
|
95,272,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
95,272,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank advances |
|
|
80,000,000 |
|
|
|
15,000,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
95,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debentures |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
32,990,000 |
|
|
|
32,990,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowed money |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,316,000 |
|
|
|
3,316,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
207,000 |
|
|
|
324,000 |
|
|
|
83,000 |
|
|
|
0 |
|
|
|
614,000 |
|
In addition to normal loan funding and deposit flow, we also need to maintain liquidity to
meet the demands of certain unfunded loan commitments and standby letters of credit. At December
31, 2006, we had a total of $451.1 million in unfunded loan commitments and $73.2 million in
unfunded standby letters of credit. Of the total unfunded loan commitments, $390.2 million were
commitments available as lines of credit to be drawn at any time as customers cash needs vary, and
$60.9 million were for loan commitments scheduled to close and become funded within the next twelve
months. We monitor fluctuations in loan balances and commitment levels, and include such data in
our overall liquidity management.
The following table depicts our loan commitments at the end of the past three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
December 31, 2004 |
|
Commercial unused lines of credit |
|
$ |
345,195,000 |
|
|
$ |
303,115,000 |
|
|
$ |
226,935,000 |
|
Unused lines of credit secured by
1-4 family residential
properties |
|
|
29,314,000 |
|
|
|
27,830,000 |
|
|
|
24,988,000 |
|
Credit card unused lines of credit |
|
|
8,510,000 |
|
|
|
7,971,000 |
|
|
|
8,307,000 |
|
Other consumer unused lines of credit |
|
|
7,197,000 |
|
|
|
10,791,000 |
|
|
|
5,155,000 |
|
Commitments to make loans |
|
|
60,850,000 |
|
|
|
83,280,000 |
|
|
|
55,440,000 |
|
Standby letters of credit |
|
|
73,241,000 |
|
|
|
59,058,000 |
|
|
|
56,464,000 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
524,307,000 |
|
|
$ |
492,045,000 |
|
|
$ |
377,289,000 |
|
MARKET RISK ANALYSIS
Our primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk.
All of our transactions are denominated in U.S. dollars with no specific foreign exchange exposure.
We have only limited agricultural-related loan assets and therefore have no significant exposure
to changes in commodity prices. Any impact that changes in foreign exchange rates and commodity
prices would have on interest rates is assumed to be insignificant. Interest rate risk is the
exposure of our financial condition to adverse movements in interest rates. We derive our income
primarily from the excess of interest collected on interest-earning assets over the interest paid
on interest-bearing liabilities. The rates of interest we earn on our assets and owe on our
liabilities generally are established contractually for a period of time. Since market interest
rates change over time, we are exposed to lower profitability if we cannot adapt to interest rate
changes. Accepting interest rate risk can be an important source of profitability and shareholder
value; however, excessive levels of interest rate risk could pose a significant threat to our
earnings and capital base. Accordingly, effective risk management that maintains interest rate
risk at prudent levels is essential to our safety and soundness.
F-22
Evaluating the exposure to changes in interest rates includes assessing both the adequacy of
the process used to control interest rate risk and the quantitative level of exposure. Our
interest rate risk management process seeks to ensure that appropriate policies, procedures,
management information systems and internal controls are in place to maintain interest rate risk at
prudent levels with consistency and continuity. In evaluating the quantitative level of interest
rate risk, we assess the existing and potential future effects of changes in interest rates on our
financial condition, including capital adequacy, earnings, liquidity and asset quality.
We use two interest rate risk measurement techniques. The first, which is commonly referred to as
GAP analysis, measures the difference between the dollar amounts of interest-sensitive assets and
liabilities that will be refinanced or repriced during a given time period. A significant
repricing gap could result in a negative impact to the net interest margin during periods of
changing market interest rates.
The following table depicts our GAP position as of December 31, 2006 (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within |
|
|
Three to |
|
|
One to |
|
|
After |
|
|
|
|
|
|
Three |
|
|
Twelve |
|
|
Five |
|
|
Five |
|
|
|
|
|
|
Months |
|
|
Months |
|
|
Years |
|
|
Years |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans (1) |
|
$ |
893,234 |
|
|
$ |
60,125 |
|
|
$ |
601,193 |
|
|
$ |
49,638 |
|
|
$ |
1,604,190 |
|
Leases |
|
|
11 |
|
|
|
22 |
|
|
|
1,355 |
|
|
|
0 |
|
|
|
1,388 |
|
Residential real estate loans |
|
|
60,235 |
|
|
|
4,597 |
|
|
|
53,131 |
|
|
|
13,681 |
|
|
|
131,644 |
|
Consumer loans |
|
|
3,169 |
|
|
|
134 |
|
|
|
4,208 |
|
|
|
745 |
|
|
|
8,256 |
|
Securities (2) |
|
|
8,711 |
|
|
|
2,478 |
|
|
|
34,159 |
|
|
|
157,071 |
|
|
|
202,419 |
|
Short term investments |
|
|
282 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
282 |
|
Allowance for loan and lease losses |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(21,411 |
) |
Other assets |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
140,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
965,642 |
|
|
|
67,356 |
|
|
|
694,046 |
|
|
|
221,135 |
|
|
|
2,067,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking |
|
|
39,943 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
39,943 |
|
Savings |
|
|
92,370 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
92,370 |
|
Money market accounts |
|
|
9,409 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
9,409 |
|
Time deposits under $100,000 |
|
|
34,550 |
|
|
|
53,196 |
|
|
|
42,424 |
|
|
|
0 |
|
|
|
130,170 |
|
Time deposits $100,000 and over |
|
|
351,745 |
|
|
|
587,818 |
|
|
|
302,251 |
|
|
|
0 |
|
|
|
1,241,814 |
|
Short term borrowings |
|
|
95,272 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
95,272 |
|
Federal Home Loan Bank advances |
|
|
30,000 |
|
|
|
50,000 |
|
|
|
15,000 |
|
|
|
0 |
|
|
|
95,000 |
|
Long term borrowings |
|
|
36,306 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
36,306 |
|
Noninterest-bearing checking |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
133,197 |
|
Other liabilities |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
21,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
689,595 |
|
|
|
691,014 |
|
|
|
359,675 |
|
|
|
0 |
|
|
|
1,895,353 |
|
Shareholders equity |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
171,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sources of funds |
|
|
689,595 |
|
|
|
691,014 |
|
|
|
359,675 |
|
|
|
0 |
|
|
|
2,067,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset (liability) GAP |
|
$ |
276,047 |
|
|
$ |
(623,658 |
) |
|
$ |
334,371 |
|
|
$ |
221,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative GAP |
|
$ |
276,047 |
|
|
$ |
(347,611 |
) |
|
$ |
(13,240 |
) |
|
$ |
207,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of cumulative GAP to
total assets |
|
|
13.4 |
% |
|
|
(16.8 |
)% |
|
|
(0.6 |
)% |
|
|
10.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Floating rate loans that are currently at interest rate ceilings are treated as
fixed rate loans and are reflected using maturity date and not repricing frequency. |
|
(2) |
|
Mortgage-backed securities are categorized by expected maturities based upon
prepayment trends as of December 31, 2006. |
F-23
The following table depicts our GAP position as of December 31, 2005 (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within |
|
|
Three to |
|
|
One to |
|
|
After |
|
|
|
|
|
|
Three |
|
|
Twelve |
|
|
Five |
|
|
Five |
|
|
|
|
|
|
Months |
|
|
Months |
|
|
Years |
|
|
Years |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans (1) |
|
$ |
947,769 |
|
|
$ |
37,000 |
|
|
$ |
408,931 |
|
|
$ |
32,832 |
|
|
$ |
1,426,532 |
|
Leases |
|
|
6 |
|
|
|
485 |
|
|
|
1,295 |
|
|
|
0 |
|
|
|
1,786 |
|
Residential real estate loans |
|
|
61,448 |
|
|
|
3,861 |
|
|
|
49,302 |
|
|
|
13,500 |
|
|
|
128,111 |
|
Consumer loans |
|
|
1,699 |
|
|
|
134 |
|
|
|
3,011 |
|
|
|
539 |
|
|
|
5,383 |
|
Securities (2) |
|
|
8,899 |
|
|
|
1,007 |
|
|
|
32,095 |
|
|
|
139,613 |
|
|
|
181,614 |
|
Short term investments |
|
|
545 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
545 |
|
Allowance for loan and lease losses |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(20,527 |
) |
Other assets |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
114,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
1,020,366 |
|
|
|
42,487 |
|
|
|
494,634 |
|
|
|
186,484 |
|
|
|
1,838,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking |
|
|
39,792 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
39,792 |
|
Savings |
|
|
106,247 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
106,247 |
|
Money market accounts |
|
|
10,344 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
10,344 |
|
Time deposits under $100,000 |
|
|
30,475 |
|
|
|
37,109 |
|
|
|
36,370 |
|
|
|
0 |
|
|
|
103,954 |
|
Time deposits $100,000 and over |
|
|
255,351 |
|
|
|
465,018 |
|
|
|
317,818 |
|
|
|
0 |
|
|
|
1,038,187 |
|
Short term borrowings |
|
|
81,801 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
81,801 |
|
Federal Home Loan Bank advances |
|
|
25,000 |
|
|
|
75,000 |
|
|
|
30,000 |
|
|
|
0 |
|
|
|
130,000 |
|
Long term borrowings |
|
|
35,337 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
35,337 |
|
Noninterest-bearing checking |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
120,828 |
|
Other liabilities |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
16,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
584,347 |
|
|
|
577,127 |
|
|
|
384,188 |
|
|
|
0 |
|
|
|
1,683,085 |
|
Shareholders equity |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
155,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sources of funds |
|
|
584,347 |
|
|
|
577,127 |
|
|
|
384,188 |
|
|
|
0 |
|
|
|
1,838,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset (liability) GAP |
|
$ |
436,019 |
|
|
$ |
(534,640 |
) |
|
$ |
110,446 |
|
|
$ |
186,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative GAP |
|
$ |
436,019 |
|
|
$ |
(98,621 |
) |
|
$ |
11,825 |
|
|
$ |
198,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of cumulative GAP to
total assets |
|
|
23.7 |
% |
|
|
(5.4 |
)% |
|
|
0.6 |
% |
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Floating rate loans that are currently at interest rate ceilings are treated as
fixed rate loans and are reflected using maturity date and not repricing frequency. |
|
(2) |
|
Mortgage-backed securities are categorized by expected maturities based upon
prepayment trends as of December 31, 2005. |
The second interest rate risk measurement used is commonly referred to as net interest income
simulation analysis. We believe that this methodology provides a more accurate measurement of
interest rate risk than the GAP analysis, and therefore, it serves as our primary interest rate
risk measurement technique. The simulation model assesses the direction and magnitude of
variations in net interest income resulting from potential changes in market interest rates. Key
assumptions in the model include prepayment speeds on various loan and investment assets; cash
flows and maturities of interest-sensitive assets and liabilities; and changes in market conditions
impacting loan and deposit volume and pricing. These assumptions are inherently uncertain, subject
to fluctuation and revision in a dynamic environment; therefore, the model cannot precisely
estimate net interest income or exactly predict the impact of higher or lower interest rates on net
interest income. Actual results will differ from simulated results due to timing, magnitude, and
frequency of interest rate changes and changes in market conditions and our strategies, among other
factors.
F-24
We conducted multiple simulations as of December 31, 2006, in which it was assumed that changes in
market interest rates occurred ranging from up 200 basis points to down 200 basis points in equal
quarterly instalments over the next twelve months. The following table reflects the suggested
impact on net interest income over the next twelve months, which is well within our policy
parameters established to manage and monitor interest rate risk.
|
|
|
|
|
|
|
|
|
|
|
Dollar Change In |
|
Percent Change In |
Interest Rate Scenario |
|
Net Interest Income |
|
Net Interest Income |
Interest rates down 200 basis points |
|
$ |
(2,776,000 |
) |
|
|
(4.4 |
)% |
Interest rates down 100 basis points |
|
|
(2,064,000 |
) |
|
|
(3.3 |
) |
No change in interest rates |
|
|
(1,438,000 |
) |
|
|
(2.3 |
) |
Interest rates up 100 basis points |
|
|
569,000 |
|
|
|
0.9 |
|
Interest rates up 200 basis points |
|
|
2,552,000 |
|
|
|
4.0 |
|
In addition to changes in interest rates, the level of future net interest income is also
dependent on a number of other variables, including: the growth, composition and absolute levels of
loans, deposits, and other earning assets and interest-bearing liabilities; economic and
competitive conditions; potential changes in lending, investing, and deposit gathering strategies;
client preferences; and other factors.
F-25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Mercantile Bank Corporation
Grand Rapids, Michigan
We have audited the accompanying consolidated balance sheets of Mercantile Bank Corporation as of
December 31, 2006 and 2005, and the related consolidated statements of income, changes in
shareholders equity and cash flows for each of the three years in the period ended December 31,
2006. These financial statements are the responsibility of Mercantiles management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Mercantile Bank Corporation as of December 31, 2006
and 2005, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2006 in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Mercantile Bank Corporations internal control over
financial reporting as of December 31, 2006, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) and our report dated February 20, 2007 expressed an unqualified opinion thereon.
|
|
|
|
|
|
|
|
|
/s/ Crowe Chizek and Company LLC
|
|
|
Crowe Chizek and Company LLC |
|
|
|
|
|
Grand Rapids, Michigan
February 20, 2007
F-26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Mercantile Bank Corporation
Grand Rapids, Michigan
We have audited managements assessment, included in the accompanying Managements Report on
Internal Control Over Financial Reporting, that Mercantile Bank Corporation maintained effective
internal control over financial reporting as of December 31, 2006, based on criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Mercantile Bank Corporations management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Mercantile Bank Corporation maintained effective
internal control over financial reporting as of December 31, 2006, is fairly stated, in all
material respects, based on criteria established in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our
opinion, Mercantile Bank Corporation maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2006, based on criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements of Mercantile Bank Corporation and our
report dated February 20, 2007 expressed an unqualified opinion on those consolidated financial
statements.
|
|
|
|
|
|
|
|
|
/s/ Crowe Chizek and Company LLC
|
|
|
Crowe Chizek and Company LLC |
|
|
|
|
|
Grand Rapids, Michigan
February 20, 2007
F-27
February 20, 2007
REPORT BY MERCANTILE BANK CORPORATIONS MANAGEMENT
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining an effective system of internal control
over financial reporting presented in conformity with generally accepted accounting principles.
There are inherent limitations in the effectiveness of any system of internal control.
Accordingly, even an effective system of internal control can provide only reasonable assurance
with respect to financial statement preparation.
Management assessed the Companys systems of internal control over financial reporting presented in
conformity with generally accepted principles as of December 31, 2006. This assessment was based
on criteria for effective internal control over financial reporting described in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management believes that, as of December 31, 2006,
Mercantile Bank Corporation maintained effective control over financial reporting presented in
conformity with generally accepted accounting principles based on those criteria.
The Companys independent auditors have issued an audit report on our assessment of the Companys
internal control over financial reporting.
Mercantile Bank Corporation
|
|
|
/s/ Gerald R. Johnson, Jr. |
|
|
|
|
|
Chairman and Chief Executive Officer |
|
|
|
|
|
/s/ Charles E. Christmas |
|
|
|
|
|
Senior Vice President Chief Financial Officer |
|
|
F-28
MERCANTILE BANK CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
51,098,000 |
|
|
$ |
36,208,000 |
|
Short term investments |
|
|
282,000 |
|
|
|
545,000 |
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
|
51,380,000 |
|
|
|
36,753,000 |
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
130,967,000 |
|
|
|
112,961,000 |
|
Securities held to maturity (fair value of $65,025,000 at
December 31, 2006 and $62,850,000 at December 31, 2005) |
|
|
63,943,000 |
|
|
|
60,766,000 |
|
Federal Home Loan Bank stock |
|
|
7,509,000 |
|
|
|
7,887,000 |
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
|
1,745,478,000 |
|
|
|
1,561,812,000 |
|
Allowance for loan and lease losses |
|
|
(21,411,000 |
) |
|
|
(20,527,000 |
) |
|
|
|
|
|
|
|
Total loans and leases, net |
|
|
1,724,067,000 |
|
|
|
1,541,285,000 |
|
|
|
|
|
|
|
|
|
|
Premises and equipment, net |
|
|
33,539,000 |
|
|
|
30,206,000 |
|
Bank owned life insurance policies |
|
|
30,858,000 |
|
|
|
28,071,000 |
|
Accrued interest receivable |
|
|
10,287,000 |
|
|
|
8,274,000 |
|
Other assets |
|
|
14,718,000 |
|
|
|
12,007,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,067,268,000 |
|
|
$ |
1,838,210,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
Noninterest-bearing |
|
$ |
133,197,000 |
|
|
$ |
120,828,000 |
|
Interest-bearing |
|
|
1,513,706,000 |
|
|
|
1,298,524,000 |
|
|
|
|
|
|
|
|
Total |
|
|
1,646,903,000 |
|
|
|
1,419,352,000 |
|
|
|
|
|
|
|
|
|
|
Securities sold under agreements to repurchase |
|
|
85,472,000 |
|
|
|
72,201,000 |
|
Federal funds purchased |
|
|
9,800,000 |
|
|
|
9,600,000 |
|
Federal Home Loan Bank advances |
|
|
95,000,000 |
|
|
|
130,000,000 |
|
Subordinated debentures |
|
|
32,990,000 |
|
|
|
32,990,000 |
|
Other borrowed money |
|
|
3,316,000 |
|
|
|
2,347,000 |
|
Accrued expenses and other liabilities |
|
|
21,872,000 |
|
|
|
16,595,000 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,895,353,000 |
|
|
|
1,683,085,000 |
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
Preferred stock, no par value; 1,000,000 shares
authorized, none issued |
|
|
0 |
|
|
|
0 |
|
Common stock, no par value; 20,000,000 shares
authorized; 8,022,221 and 7,590,526 shares issued
and outstanding at December 31, 2006 and 2005 |
|
|
161,223,000 |
|
|
|
148,533,000 |
|
Retained earnings |
|
|
11,794,000 |
|
|
|
8,000,000 |
|
Accumulated other comprehensive income (loss) |
|
|
(1,102,000 |
) |
|
|
(1,408,000 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
171,915,000 |
|
|
|
155,125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
2,067,268,000 |
|
|
$ |
1,838,210,000 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-29
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases, including fees |
|
$ |
127,470,000 |
|
|
$ |
93,666,000 |
|
|
$ |
62,791,000 |
|
Securities, taxable |
|
|
6,557,000 |
|
|
|
5,588,000 |
|
|
|
3,935,000 |
|
Securities, tax-exempt |
|
|
2,739,000 |
|
|
|
2,596,000 |
|
|
|
2,217,000 |
|
Federal funds sold |
|
|
482,000 |
|
|
|
266,000 |
|
|
|
75,000 |
|
Short-term investments |
|
|
12,000 |
|
|
|
14,000 |
|
|
|
4,000 |
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
137,260,000 |
|
|
|
102,130,000 |
|
|
|
69,022,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
64,755,000 |
|
|
|
38,884,000 |
|
|
|
21,786,000 |
|
Short-term borrowings |
|
|
2,867,000 |
|
|
|
1,795,000 |
|
|
|
877,000 |
|
Federal Home Loan Bank advances |
|
|
5,393,000 |
|
|
|
4,200,000 |
|
|
|
2,471,000 |
|
Long-term borrowings |
|
|
2,658,000 |
|
|
|
1,959,000 |
|
|
|
1,461,000 |
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
75,673,000 |
|
|
|
46,838,000 |
|
|
|
26,595,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
61,587,000 |
|
|
|
55,292,000 |
|
|
|
42,427,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan and lease losses |
|
|
5,775,000 |
|
|
|
3,790,000 |
|
|
|
4,674,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan and lease losses |
|
|
55,812,000 |
|
|
|
51,502,000 |
|
|
|
37,753,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income |
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on accounts |
|
|
1,386,000 |
|
|
|
1,391,000 |
|
|
|
1,255,000 |
|
Increase in cash surrender value of bank owned life
insurance policies |
|
|
1,165,000 |
|
|
|
997,000 |
|
|
|
735,000 |
|
Letter of credit fees |
|
|
443,000 |
|
|
|
422,000 |
|
|
|
450,000 |
|
Residential mortgage banking fees |
|
|
553,000 |
|
|
|
634,000 |
|
|
|
440,000 |
|
Gain on sale of commercial loans |
|
|
29,000 |
|
|
|
84,000 |
|
|
|
225,000 |
|
Gain on sale of securities |
|
|
0 |
|
|
|
0 |
|
|
|
78,000 |
|
Other income |
|
|
1,685,000 |
|
|
|
2,133,000 |
|
|
|
1,119,000 |
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
5,261,000 |
|
|
|
5,661,000 |
|
|
|
4,302,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
18,983,000 |
|
|
|
18,635,000 |
|
|
|
13,956,000 |
|
Occupancy |
|
|
3,136,000 |
|
|
|
2,641,000 |
|
|
|
1,588,000 |
|
Furniture and equipment |
|
|
2,050,000 |
|
|
|
1,667,000 |
|
|
|
1,093,000 |
|
Data processing |
|
|
1,657,000 |
|
|
|
1,186,000 |
|
|
|
880,000 |
|
Advertising |
|
|
600,000 |
|
|
|
554,000 |
|
|
|
465,000 |
|
Other expense |
|
|
5,836,000 |
|
|
|
6,434,000 |
|
|
|
5,216,000 |
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expenses |
|
|
32,262,000 |
|
|
|
31,117,000 |
|
|
|
23,198,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before federal income tax expense |
|
|
28,811,000 |
|
|
|
26,046,000 |
|
|
|
18,857,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax expense |
|
|
8,964,000 |
|
|
|
8,145,000 |
|
|
|
5,136,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
19,847,000 |
|
|
$ |
17,901,000 |
|
|
$ |
13,721,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.48 |
|
|
$ |
2.25 |
|
|
$ |
1.73 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
2.45 |
|
|
$ |
2.20 |
|
|
$ |
1.69 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-30
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
|
|
Common |
|
|
Retained |
|
|
Comprehensive |
|
|
Shareholders |
|
|
|
Stock |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Equity |
|
Balances, January 1, 2004 |
|
$ |
118,560,000 |
|
|
$ |
11,421,000 |
|
|
$ |
220,000 |
|
|
$ |
130,201,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of 5% stock dividend |
|
|
12,111,000 |
|
|
|
(12,115,000 |
) |
|
|
|
|
|
|
(4,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock purchase plan, 2,388 shares |
|
|
79,000 |
|
|
|
|
|
|
|
|
|
|
|
79,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend reinvestment plan, 3,754 shares |
|
|
123,000 |
|
|
|
|
|
|
|
|
|
|
|
123,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option exercises, 57,011 shares |
|
|
524,000 |
|
|
|
|
|
|
|
|
|
|
|
524,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock tendered for stock option
exercises, 12,058 shares |
|
|
(387,000 |
) |
|
|
|
|
|
|
|
|
|
|
(387,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends ($0.34 per share) |
|
|
|
|
|
|
(2,552,000 |
) |
|
|
|
|
|
|
(2,552,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
13,721,000 |
|
|
|
|
|
|
|
13,721,000 |
|
Change in net unrealized gain on securities
available for sale, net of reclassifications
and tax effect |
|
|
|
|
|
|
|
|
|
|
(88,000 |
) |
|
|
(88,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,633,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2004 |
|
|
131,010,000 |
|
|
|
10,475,000 |
|
|
|
132,000 |
|
|
|
141,617,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of 5% stock dividend |
|
|
17,187,000 |
|
|
|
(17,191,000 |
) |
|
|
|
|
|
|
(4,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock purchase plan, 2,491 shares |
|
|
97,000 |
|
|
|
|
|
|
|
|
|
|
|
97,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend reinvestment plan, 4,099 shares |
|
|
159,000 |
|
|
|
|
|
|
|
|
|
|
|
159,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option exercises, 41,885 shares |
|
|
396,000 |
|
|
|
|
|
|
|
|
|
|
|
396,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock tendered for stock option
exercises, 8,043 shares |
|
|
(316,000 |
) |
|
|
|
|
|
|
|
|
|
|
(316,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends ($0.41 per share) |
|
|
|
|
|
|
(3,185,000 |
) |
|
|
|
|
|
|
(3,185,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
17,901,000 |
|
|
|
|
|
|
|
17,901,000 |
|
Change in net unrealized gain (loss) on
securities available for sale, net of
reclassifications and tax effect |
|
|
|
|
|
|
|
|
|
|
(1,540,000 |
) |
|
|
(1,540,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,361,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2005 |
|
|
148,533,000 |
|
|
|
8,000,000 |
|
|
|
(1,408,000 |
) |
|
|
155,125,000 |
|
See accompanying notes to consolidated financial statements.
F-31
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Continued)
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
|
|
Common |
|
|
Retained |
|
|
Comprehensive |
|
|
Shareholders |
|
|
|
Stock |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Equity |
|
Balances, December 31, 2005 |
|
$ |
148,533,000 |
|
|
$ |
8,000,000 |
|
|
$ |
(1,408,000 |
) |
|
$ |
155,125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of 5% stock dividend |
|
|
12,014,000 |
|
|
|
(12,018,000 |
) |
|
|
|
|
|
|
(4,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock purchase plan, 2,774 shares |
|
|
107,000 |
|
|
|
|
|
|
|
|
|
|
|
107,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend reinvestment plan, 2,531 shares |
|
|
98,000 |
|
|
|
|
|
|
|
|
|
|
|
98,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option exercises, 61,897 shares |
|
|
814,000 |
|
|
|
|
|
|
|
|
|
|
|
814,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock tendered for stock option
exercises, 14,939 shares |
|
|
(585,000 |
) |
|
|
|
|
|
|
|
|
|
|
(585,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends ($0.51 per share) |
|
|
|
|
|
|
(4,035,000 |
) |
|
|
|
|
|
|
(4,035,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation expense |
|
|
242,000 |
|
|
|
|
|
|
|
|
|
|
|
242,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
19,847,000 |
|
|
|
|
|
|
|
19,847,000 |
|
Change in net unrealized loss on
securities available for sale, net of
reclassifications and tax effect |
|
|
|
|
|
|
|
|
|
|
306,000 |
|
|
|
306,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,153,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2006 |
|
$ |
161,223,000 |
|
|
$ |
11,794,000 |
|
|
$ |
(1,102,000 |
) |
|
$ |
171,915,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-32
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
19,847,000 |
|
|
$ |
17,901,000 |
|
|
$ |
13,721,000 |
|
Adjustments to reconcile net income
to net cash from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,887,000 |
|
|
|
2,555,000 |
|
|
|
1,699,000 |
|
Provision for loan and lease losses |
|
|
5,775,000 |
|
|
|
3,790,000 |
|
|
|
4,674,000 |
|
Equity compensation expense |
|
|
242,000 |
|
|
|
0 |
|
|
|
0 |
|
Federal Home Loan Bank stock dividends |
|
|
0 |
|
|
|
(146,000 |
) |
|
|
(72,000 |
) |
Gain on sale of commercial loans |
|
|
(29,000 |
) |
|
|
(84,000 |
) |
|
|
(225,000 |
) |
Gain on sale of securities |
|
|
0 |
|
|
|
0 |
|
|
|
(78,000 |
) |
Earnings on bank owned life insurance policies |
|
|
(1,166,000 |
) |
|
|
(997,000 |
) |
|
|
(735,000 |
) |
Net change in |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable |
|
|
(2,013,000 |
) |
|
|
(2,630,000 |
) |
|
|
(1,546,000 |
) |
Other assets |
|
|
(1,068,000 |
) |
|
|
(981,000 |
) |
|
|
(1,478,000 |
) |
Accrued expenses and other liabilities |
|
|
5,277,000 |
|
|
|
7,190,000 |
|
|
|
2,315,000 |
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
29,752,000 |
|
|
|
26,598,000 |
|
|
|
18,275,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of: |
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
(24,886,000 |
) |
|
|
(38,217,000 |
) |
|
|
(54,718,000 |
) |
Securities held to maturity |
|
|
(4,567,000 |
) |
|
|
(10,065,000 |
) |
|
|
(8,521,000 |
) |
Federal Home Loan Bank stock |
|
|
0 |
|
|
|
(943,000 |
) |
|
|
(1,749,000 |
) |
Proceeds from: |
|
|
|
|
|
|
|
|
|
|
|
|
Sales of securities available for sale |
|
|
0 |
|
|
|
0 |
|
|
|
1,748,000 |
|
Maturities, calls and repayments of
securities available for sale |
|
|
7,423,000 |
|
|
|
16,686,000 |
|
|
|
30,382,000 |
|
Maturities, calls and repayments of
securities held to maturity |
|
|
1,330,000 |
|
|
|
1,586,000 |
|
|
|
1,256,000 |
|
Redemption of Federal Home Loan Bank stock |
|
|
378,000 |
|
|
|
0 |
|
|
|
0 |
|
Loan originations and payments, net |
|
|
(190,657,000 |
) |
|
|
(247,242,000 |
) |
|
|
(282,170,000 |
) |
Purchases of premises and equipment, net |
|
|
(5,911,000 |
) |
|
|
(7,677,000 |
) |
|
|
(10,516,000 |
) |
Purchases of bank owned life insurance policies |
|
|
(1,621,000 |
) |
|
|
(3,324,000 |
) |
|
|
(6,574,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from investing activities |
|
|
(218,511,000 |
) |
|
|
(289,196,000 |
) |
|
|
(330,862,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in deposits |
|
|
227,551,000 |
|
|
|
260,171,000 |
|
|
|
256,289,000 |
|
Net increase in securities sold under agreements
to repurchase |
|
|
13,271,000 |
|
|
|
15,884,000 |
|
|
|
6,772,000 |
|
Proceeds from Federal Home Loan Bank advances |
|
|
80,000,000 |
|
|
|
75,000,000 |
|
|
|
75,000,000 |
|
Pay-off of Federal Home Loan Bank advances |
|
|
(115,000,000 |
) |
|
|
(65,000,000 |
) |
|
|
(45,000,000 |
) |
Proceeds from issuance of subordinated debentures |
|
|
0 |
|
|
|
0 |
|
|
|
32,990,000 |
|
Pay-off of subordinated debentures |
|
|
0 |
|
|
|
0 |
|
|
|
(16,495,000 |
) |
Net increase (decrease) in other borrowed money |
|
|
1,169,000 |
|
|
|
(4,662,000 |
) |
|
|
9,495,000 |
|
Cash paid in lieu of fractional shares on stock dividend |
|
|
(4,000 |
) |
|
|
(4,000 |
) |
|
|
(4,000 |
) |
Employee stock purchase plan |
|
|
107,000 |
|
|
|
97,000 |
|
|
|
79,000 |
|
Dividend reinvestment plan |
|
|
98,000 |
|
|
|
159,000 |
|
|
|
123,000 |
|
Stock option exercises, net |
|
|
229,000 |
|
|
|
80,000 |
|
|
|
137,000 |
|
Cash dividends |
|
|
(4,035,000 |
) |
|
|
(3,185,000 |
) |
|
|
(2,552,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
|
203,386,000 |
|
|
|
278,540,000 |
|
|
|
316,834,000 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-33
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Net change in cash and cash equivalents |
|
|
14,627,000 |
|
|
|
15,942,000 |
|
|
|
4,247,000 |
|
Cash and cash equivalents at beginning of period |
|
|
36,753,000 |
|
|
|
20,811,000 |
|
|
|
16,564,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
51,380,000 |
|
|
$ |
36,753,000 |
|
|
$ |
20,811,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
67,925,000 |
|
|
$ |
40,671,000 |
|
|
$ |
25,107,000 |
|
Federal income tax |
|
|
10,875,000 |
|
|
|
8,657,000 |
|
|
|
6,125,000 |
|
Transfers from loans and leases to foreclosed assets |
|
|
2,129,000 |
|
|
|
1,556,000 |
|
|
|
0 |
|
See accompanying notes to consolidated financial statements.
F-34
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements include the accounts of
Mercantile Bank Corporation (Mercantile) and its subsidiary, Mercantile Bank of Michigan
(Bank), and of Mercantile Bank Mortgage Company, LLC (Mortgage Company), Mercantile Bank Real
Estate Co., L.L.C. (Mercantile Real Estate) and Mercantile Insurance Center, Inc. (Mercantile
Insurance), subsidiaries of our bank, after elimination of significant intercompany transactions
and accounts.
We formed a business trust, Mercantile Bank Capital Trust I (the trust), in 2004 to issue trust
preferred securities. We issued subordinated debentures to the trust in return for the proceeds
raised from the issuance of the trust preferred securities. In accordance with FASB Interpretation
No. 46, the trust is not consolidated, but instead we report the subordinated debentures issued to
the trust as a liability.
Nature of Operations: Mercantile was incorporated on July 15, 1997 to establish and own
the Bank based in Grand Rapids, Michigan. The Bank is a community-based financial institution.
The Bank began operations on December 15, 1997. The Banks primary deposit products are checking,
savings, and term certificate accounts, and its primary lending products are commercial loans,
commercial leases, residential mortgage loans, and instalment loans. Substantially all loans and
leases are secured by specific items of collateral including business assets, real estate or
consumer assets. Commercial loans and leases are expected to be repaid from cash flow from
operations of businesses. Real estate loans are secured by commercial or residential real estate.
The Banks loan accounts are primarily with customers located in the Grand Rapids, Holland, Lansing
and Ann Arbor metropolitan areas. The Banks retail deposits are also from customers located
within those areas. As an alternative source of funds, the Bank has also issued certificates to
depositors outside of the Banks primary market areas. Substantially all revenues are derived from
banking products and services and investment securities.
Mercantile Bank Mortgage Company was formed during 2000. A subsidiary of the Bank, Mercantile Bank
Mortgage Company was established to increase the profitability and efficiency of the mortgage loan
operations. Mercantile Bank Mortgage Company initiated business on October 24, 2000 via the Banks
contribution of most of its residential mortgage loan portfolio and participation interests in
certain commercial mortgage loans. On the same date, the Bank also transferred its residential
mortgage origination function to Mercantile Bank Mortgage Company. On January 1, 2004, Mercantile
Bank Mortgage Company was reorganized as Mercantile Bank Mortgage Company, LLC, a limited liability
company, which is 99% owned by the Bank and 1% owned by Mercantile Insurance. Mortgage loans
originated and held by the Mercantile Bank Mortgage Company are serviced by the Bank pursuant to a
servicing agreement.
Mercantile Insurance was formed during 2002 through the acquisition of an existing shelf insurance
agency. Insurance products are offered through an Agency and Institutions Agreement among
Mercantile Insurance, the Bank and Hub International. The insurance products are marketed through
a central facility operated by the Michigan Bankers Insurance Association, members of which include
the insurance subsidiaries of various Michigan-based financial institutions and Hub International.
Mercantile Insurance receives commissions based upon written premiums produced under the Agency and
Institutions Agreement.
Mercantile Real Estate was organized on July 21, 2003, principally to develop, construct, and own a
new facility in downtown Grand Rapids that serves as our banks main office and Mercantiles
headquarters. This facility was placed into service during the second quarter of 2005.
Mercantile filed an election to become a financial holding company pursuant to Title I of the
Gramm-Leach-Bliley Act and implementing Federal Reserve Board regulations effective March 23, 2000.
(Continued)
F-35
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates: To prepare financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates and assumptions
based on available information. These estimates and assumptions affect the amounts reported in the
financial statements and the disclosures provided, and future results could differ. The allowance
for loan and lease losses and the fair values of financial instruments are particularly subject to
change.
Cash Flow Reporting: Cash and cash equivalents include cash on hand, demand deposits with
other financial institutions, short-term investments (including securities with daily put
provisions) and federal funds sold. Cash flows are reported net for customer loan and deposit
transactions, interest-bearing time deposits with other financial institutions and short-term
borrowings with maturities of 90 days or less.
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. Equity securities with
readily determinable fair values are classified as available for sale. Securities available for
sale are carried at fair value, with unrealized holding gains and losses reported in other
comprehensive income, net of tax. Other securities such as Federal Home Loan Bank stock are
carried at cost.
Interest income includes amortization of purchase premiums and discounts. Premiums and discounts
on securities are amortized 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 trade date and determined using the specific identification method.
Declines in the fair value of securities below their cost that are other than temporary are
reflected as realized losses. In estimating other-than-temporary losses, management considers: (1)
the length of time and extent that fair value has been less than cost, (2) the financial condition
and near term prospects of the issuer, and (3) our ability and intent to hold the security for a
period sufficient to allow for any anticipated recovery in fair value.
Loans and Leases: Loans and leases that management has the intent and ability to hold for
the foreseeable future or until maturity or payoff are reported at the principal balance
outstanding, net of unearned interest, deferred loan fees and costs and an allowance for loan and
lease 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 leases 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 120 days past due. Past due status
is based on the contractual terms of the loan or lease. In all cases, loans and leases 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 and leases placed on nonaccrual is reversed against
interest income. Interest received on such loans and leases is accounted for on the cash-basis or
cost-recovery method, until qualifying for return to accrual. Loans and leases are returned to
accrual status when all the principal and interest amounts contractually due are brought current
and future payments are reasonably assured.
Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary
market are carried at the lower of aggregate cost or market, as determined by outstanding
commitments from investors. Net
unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Such
loans are sold service released. Residential mortgage banking fees include fees on direct brokered
mortgage loans and the net gain on sale of mortgage loans originated for sale.
(Continued)
F-36
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Allowance for Loan and Lease Losses: The allowance for loan and lease losses is a
valuation allowance for probable incurred credit losses. Loan and lease losses are charged against
the allowance when management believes the uncollectibility of a loan or lease balance is
confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the
allowance balance required using past loan and lease loss experience, the nature and volume of the
portfolio, information about specific borrower situations and estimated collateral values, and
economic conditions and other factors. Allocations of the allowance may be made for specific loans
and leases, but the entire allowance is available for any loan or lease that, in managements
judgment, should be charged-off.
A loan or lease is considered 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 by management 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. Management determines the
significance of payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan or lease and the borrower, including
the length of delay, the reasons for the delay, the borrowers 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 loans and leases and construction loans by either the present
value of expected future cash flows discounted at the loans effective interest rate, the loans
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. We do not
separately identify individual residential and consumer loans for impairment disclosures.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales
when control over the assets has been surrendered. Control over transferred assets is deemed to be
surrendered when: (1) the assets have been isolated from the corporation, (2) the transferee
obtains the right (free of conditions that constrain it from taking advantage of that right) to
pledge or exchange the transferred assets, and (3) the corporation does not maintain effective
control over the transferred assets through an agreement to repurchase them before their maturity.
Premises and Equipment: Land is carried at cost. Premises and equipment are stated at
cost less accumulated depreciation. Buildings and related components are depreciated using the
straight-line method with useful lives ranging from 5 to 33 years. Furniture, fixtures and
equipment are depreciated using the straight-line method with useful lives ranging from 3 to 7
years. Maintenance, repairs and minor alterations are charged to current operations as
expenditures occur and major improvements are capitalized.
Long-term Assets: Premises and equipment and other long-term assets are reviewed for
impairment when events indicate their carrying amount may not be recoverable from future
undiscounted cash flows. If impaired, the assets are recorded at fair value.
Foreclosed Assets: Assets acquired through or instead of foreclosure are initially
recorded at fair value when acquired, establishing a new cost basis. If fair value declines, a
valuation allowance is recorded through expense. Costs after acquisition are expensed.
Bank Owned Life Insurance: The Bank has purchased life insurance policies on certain key
officers. Bank owned life insurance is recorded at its cash surrender value, or the amount that
can be realized.
Repurchase Agreements: Substantially all repurchase agreement liabilities represent
amounts advanced by various customers. Securities are pledged to cover these liabilities, which
are not covered by federal deposit insurance.
(Continued)
F-37
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial Instruments and Loan Commitments: Financial instruments include
off-balance-sheet credit instruments, such as commitments to make loans and commercial letters of
credit, issued to meet customer financing needs. The face amount for these items represents the
exposure to loss, before considering customer collateral or ability to repay. Such financial
instruments are recorded when they are funded. Instruments, such as standby letters of credit that
are considered financial guarantees in accordance with FASB Interpretation No. 45, are recorded at
fair value.
Stock Compensation: Statement of Financial Accounting Standards (SFAS) no. 123(R),
Share-based Payment, using the modified prospective transition method, was adopted effective
January 1, 2006. Accordingly, stock-based employee compensation cost was recorded starting in 2006
using the fair value method. For 2006, adopting this standard resulted in a reduction in net
income before taxes and net income of $242,000 and a decrease in basic and diluted earnings per
share of $0.03.
Prior to January 1, 2006, employee compensation expense under stock options was reported using the
intrinsic value method; therefore, no stock-based compensation cost is reflected in net income for
the years ending December 31, 2005 and 2004, as all options granted had an exercise price equal to
or greater than the market price of the underlying common stock at date of grant.
The following table illustrates the effect on net income and earnings per share if expense was
measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation, for the years ending December 31.
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Net income as reported |
|
$ |
17,901,000 |
|
|
$ |
13,721,000 |
|
Deduct: Stock-based compensation expense
determined under fair value based method |
|
|
861,000 |
|
|
|
323,000 |
|
|
|
|
|
|
|
|
Pro forma net income |
|
|
17,040,000 |
|
|
|
13,398,000 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share as reported |
|
$ |
2.25 |
|
|
$ |
1.73 |
|
Pro forma basic earnings per share |
|
|
2.14 |
|
|
|
1.69 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share as reported |
|
$ |
2.20 |
|
|
$ |
1.69 |
|
Pro forma diluted earnings per share |
|
|
2.09 |
|
|
|
1.65 |
|
Income Taxes: Income tax expense is the total of the current year income tax due or
refundable and the change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax amounts for the temporary differences between the carrying
amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation
allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
Fair Values of Financial Instruments: Fair values of financial instruments are estimated
using relevant market information and other assumptions, as more fully disclosed separately. Fair
value estimates involve uncertainties and matters of significant judgment regarding interest rates,
credit risk, prepayments and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or in market conditions could significantly affect the
estimates. The fair value estimates of
existing on- and off-balance sheet financial instruments do not include the value of anticipated
future business or the values of assets and liabilities not considered financial instruments.
(Continued)
F-38
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Share: Basic earnings per share is based on weighted average common shares
outstanding during the period. Diluted earnings per share include the dilutive effect of
additional potential common shares issuable under stock options. Earnings per share are restated
for all stock dividends, including the 5% stock dividends paid on May 16, 2006, August 1, 2005 and
May 3, 2004. The fair value of shares issued in stock dividends is transferred from retained
earnings to common stock to the extent of available retained earnings.
Comprehensive Income: Comprehensive income consists of net income and other comprehensive
income. Other comprehensive income includes unrealized gains and losses on securities available
for sale which are also recognized as separate components of equity.
Contingencies: Loss contingencies, including claims and legal actions arising in the
ordinary course of business, are recorded as liabilities when the likelihood of loss is probable
and an amount or range of loss can be reasonably estimated. We do not believe there now are such
matters that would have a material effect on the financial statements.
Reclassifications: Some items in the prior year financial statements were reclassified to
conform to the current presentation.
Operating Segments: While we monitor the revenue streams of the various products and
services offered, the identifiable segments are not material and operations are managed and
financial performance is evaluated on a company-wide basis. Accordingly, all of our financial
service operations are aggregated in one reportable operating segment.
Adoption of New Accounting Standards: In September 2006, the Securities and Exchange
Commission (SEC) released Staff Accounting Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108),
which is effective for fiscal years ending on or after November 15, 2006. SAB 108 provides
guidance on how the effects of prior-year uncorrected financial statement misstatements should be
considered in quantifying a current year misstatement. SAB 108 requires public companies to
quantify misstatements using both an income statement (rollover) and balance sheet (iron curtain)
approach and evaluate whether either approach results in a misstatement that, when all relevant
quantitative and qualitative factors are considered, is material. If prior year errors that had
been previously considered immaterial now are considered material based on either approach, no
restatement is required so long as management properly applied its previous approach and all
relevant facts and circumstances were considered. Adjustments considered immaterial in prior years
under the method previously used, but now considered material under the dual approach required by
SAB 108, are to be recorded upon initial adoption of SAB 108. The amount so recorded, if any, is
shown as a cumulative effect adjustment recorded in opening retained earnings as of January 1,
2006. The adoption of SAB 108 had no effect on the financial statements for the year ending
December 31, 2006.
In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes -
an interpretation of FASB Statement No. 109 (FIN 48), which prescribes a recognition threshold
and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48
also provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.
We have determined that the adoption of FIN 48 will not have a material effect on the financial
statements.
(Continued)
F-39
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Effect of Newly Issued But Not Yet Effective Accounting Standards: New accounting
standards have been issued that we do not expect will have a material effect on the financial
statements when adopted in future years or for which we have not yet completed its evaluation of
the potential effect upon adoption. In general, these standards revise accounting for derivatives
embedded in other financial instruments for 2007, revise the recognition and accounting for
servicing of financial assets for 2007, establish a hierarchy about the assumptions used to measure
fair value for 2008, revise the accrual of post-retirement benefits associated with providing life
insurance for 2008 and revise the accounting for cash surrender value for 2007.
NOTE 2 SECURITIES
The fair value of available for sale securities and the related gross unrealized gains and losses
recognized in accumulated other comprehensive income (loss) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agency
debt obligations |
|
$ |
77,544,000 |
|
|
$ |
197,000 |
|
|
$ |
(905,000 |
) |
|
$ |
76,836,000 |
|
Mortgage-backed securities |
|
|
54,039,000 |
|
|
|
80,000 |
|
|
|
(1,036,000 |
) |
|
|
53,083,000 |
|
Mutual fund |
|
|
1,080,000 |
|
|
|
0 |
|
|
|
(32,000 |
) |
|
|
1,048,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
132,663,000 |
|
|
$ |
277,000 |
|
|
$ |
(1,973,000 |
) |
|
$ |
130,967,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agency
debt obligations |
|
$ |
64,665,000 |
|
|
$ |
15,000 |
|
|
$ |
(968,000 |
) |
|
$ |
63,712,000 |
|
Mortgage-backed securities |
|
|
49,426,000 |
|
|
|
39,000 |
|
|
|
(1,228,000 |
) |
|
|
48,237,000 |
|
Mutual fund |
|
|
1,035,000 |
|
|
|
0 |
|
|
|
(23,000 |
) |
|
|
1,012,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
115,126,000 |
|
|
$ |
54,000 |
|
|
$ |
(2,219,000 |
) |
|
$ |
112,961,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying amount, unrecognized gains and losses, and fair value of securities held to maturity
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Carrying |
|
|
Unrecognized |
|
|
Unrecognized |
|
|
Fair |
|
|
|
Amount |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal general obligation bonds |
|
$ |
56,870,000 |
|
|
$ |
1,098,000 |
|
|
$ |
(197,000 |
) |
|
$ |
57,771,000 |
|
Municipal revenue bonds |
|
|
7,073,000 |
|
|
|
198,000 |
|
|
|
(17,000 |
) |
|
|
7,254,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
63,943,000 |
|
|
$ |
1,296,000 |
|
|
$ |
(214,000 |
) |
|
$ |
65,025,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal general obligation bonds |
|
$ |
53,685,000 |
|
|
$ |
1,859,000 |
|
|
$ |
(101,000 |
) |
|
$ |
55,443,000 |
|
Municipal revenue bonds |
|
|
7,081,000 |
|
|
|
339,000 |
|
|
|
(13,000 |
) |
|
|
7,407,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
60,766,000 |
|
|
$ |
2,198,000 |
|
|
$ |
(114,000 |
) |
|
$ |
62,850,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
F-40
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 2 SECURITIES (Continued)
Securities with unrealized losses at year-end 2006 and 2005, 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 |
|
Description of Securities |
|
Value |
|
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
|
Loss |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agency
debt obligations |
|
$ |
1,971,000 |
|
|
$ |
(9,000 |
) |
|
$ |
53,939,000 |
|
|
$ |
(896,000 |
) |
|
$ |
55,910,000 |
|
|
$ |
(905,000 |
) |
Mortgage-backed securities |
|
|
1,831,000 |
|
|
|
(12,000 |
) |
|
|
40,784,000 |
|
|
|
(1,024,000 |
) |
|
|
42,615,000 |
|
|
|
(1,036,000 |
) |
Mutual fund |
|
|
0 |
|
|
|
0 |
|
|
|
1,048,000 |
|
|
|
(32,000 |
) |
|
|
1,048,000 |
|
|
|
(32,000 |
) |
Municipal general
obligation bonds |
|
|
9,097,000 |
|
|
|
(90,000 |
) |
|
|
7,771,000 |
|
|
|
(107,000 |
) |
|
|
16,868,000 |
|
|
|
(197,000 |
) |
Municipal revenue bonds |
|
|
620,000 |
|
|
|
(3,000 |
) |
|
|
718,000 |
|
|
|
(14,000 |
) |
|
|
1,338,000 |
|
|
|
(17,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,519,000 |
|
|
$ |
(114,000 |
) |
|
$ |
104,260,000 |
|
|
$ |
(2,073,000 |
) |
|
$ |
117,779,000 |
|
|
$ |
(2,187,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agency
debt obligations |
|
$ |
51,082,000 |
|
|
$ |
(705,000 |
) |
|
$ |
5,735,000 |
|
|
$ |
(263,000 |
) |
|
$ |
56,817,000 |
|
|
$ |
(968,000 |
) |
Mortgage-backed securities |
|
|
32,794,000 |
|
|
|
(749,000 |
) |
|
|
13,284,000 |
|
|
|
(479,000 |
) |
|
|
46,078,000 |
|
|
|
(1,228,000 |
) |
Mutual fund |
|
|
1,012,000 |
|
|
|
(23,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
1,012,000 |
|
|
|
(23,000 |
) |
Municipal general
obligation bonds |
|
|
7,156,000 |
|
|
|
(65,000 |
) |
|
|
1,565,000 |
|
|
|
(36,000 |
) |
|
|
8,721,000 |
|
|
|
(101,000 |
) |
Municipal revenue bonds |
|
|
0 |
|
|
|
0 |
|
|
|
723,000 |
|
|
|
(13,000 |
) |
|
|
723,000 |
|
|
|
(13,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
92,044,000 |
|
|
$ |
(1,542,000 |
) |
|
$ |
21,307,000 |
|
|
$ |
(791,000 |
) |
|
$ |
113,351,000 |
|
|
$ |
(2,333,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We evaluate securities for other-than-temporary impairment at least on a quarterly basis, and more
frequently when economic or market concerns warrant such evaluation. 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. In analyzing an issuers 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 issuers financial condition.
At December 31, 2006, $117.7 million in debt securities and a mutual fund have unrealized losses
with aggregate depreciation of 1.1% from the amortized cost basis of total securities. 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 unrealized losses were due to
an increasing
interest rate environment. As we have the ability to hold debt securities until maturity, or for
the foreseeable future if classified as available for sale, no declines are deemed to be other than
temporary.
(Continued)
F-41
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 2 SECURITIES (Continued)
The amortized cost and fair values of debt securities at year-end 2006, by contractual maturity,
are shown below. The contractual maturity is utilized below 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.
The maturities of securities and their weighted average yields at December 31, 2006 are shown in
the following table. The yields for municipal securities are shown at their tax equivalent yield.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-Maturity |
|
|
Available-for-Sale |
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
Average |
|
|
Carrying |
|
|
Fair |
|
|
Average |
|
|
Amortized |
|
|
Fair |
|
|
|
Yield |
|
|
Amount |
|
|
Value |
|
|
Yield |
|
|
Cost |
|
|
Value |
|
Due in one year or less |
|
|
7.11 |
% |
|
$ |
2,593,000 |
|
|
$ |
2,606,000 |
|
|
NA |
|
|
$ |
0 |
|
|
$ |
0 |
|
Due from one to five years |
|
|
6.87 |
|
|
|
8,798,000 |
|
|
|
9,060,000 |
|
|
|
4.72 |
% |
|
|
17,864,000 |
|
|
|
17,647,000 |
|
Due from five to ten years |
|
|
6.38 |
|
|
|
11,533,000 |
|
|
|
11,789,000 |
|
|
|
5.21 |
|
|
|
59,680,000 |
|
|
|
59,189,000 |
|
Due after ten years |
|
|
6.39 |
|
|
|
41,019,000 |
|
|
|
41,570,000 |
|
|
NA |
|
|
|
0 |
|
|
|
0 |
|
Mortgage-backed |
|
NA |
|
|
|
0 |
|
|
|
0 |
|
|
|
5.03 |
|
|
|
54,039,000 |
|
|
|
53,083,000 |
|
Mutual fund |
|
NA |
|
|
|
0 |
|
|
|
0 |
|
|
|
4.36 |
|
|
|
1,080,000 |
|
|
|
1,048,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.48 |
% |
|
$ |
63,943,000 |
|
|
$ |
65,025,000 |
|
|
|
5.06% |
|
|
$ |
132,663,000 |
|
|
$ |
130,967,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2006 and 2005, there were no securities sold. During 2004, securities with an aggregate
amortized cost basis of $1.7 million were sold, resulting in a gross realized gain of $78,000.
At year-end 2006 and 2005, the amortized cost of securities issued by the state of Michigan and all
its political subdivisions totaled $63.9 million and $60.8 million, with an estimated market value
of $65.0 million and $62.9 million, respectively. Total securities of any other specific issuer,
other than the U.S. Government and its agencies, did not exceed 10% of shareholders equity.
The carrying value of securities that are pledged to repurchase agreements and other deposits was
$92.2 million and $81.7 million at December 31, 2006 and 2005, respectively.
(Continued)
F-42
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 3 LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES
Year-end loans and leases are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
Increase/ |
|
|
|
Balance |
|
|
% |
|
|
Balance |
|
|
% |
|
|
(Decrease) |
|
Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and land
development |
|
$ |
293,656,000 |
|
|
|
16.8 |
% |
|
$ |
226,544,000 |
|
|
|
14.5 |
% |
|
|
29.6 |
% |
Secured by 1 4
family properties |
|
|
131,644,000 |
|
|
|
7.5 |
|
|
|
128,111,000 |
|
|
|
8.2 |
|
|
|
2.8 |
|
Secured by multi
family properties |
|
|
31,003,000 |
|
|
|
1.8 |
|
|
|
30,114,000 |
|
|
|
2.0 |
|
|
|
3.0 |
|
Secured by
nonresidential properties |
|
|
808,259,000 |
|
|
|
46.3 |
|
|
|
714,963,000 |
|
|
|
45.8 |
|
|
|
13.0 |
|
Commercial |
|
|
471,272,000 |
|
|
|
27.0 |
|
|
|
454,911,000 |
|
|
|
29.1 |
|
|
|
3.6 |
|
Leases |
|
|
1,388,000 |
|
|
|
0.1 |
|
|
|
1,786,000 |
|
|
|
0.1 |
|
|
|
(22.3 |
) |
Consumer |
|
|
8,256,000 |
|
|
|
0.5 |
|
|
|
5,383,000 |
|
|
|
0.3 |
|
|
|
53.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,745,478,000 |
|
|
|
100.0 |
% |
|
$ |
1,561,812,000 |
|
|
|
100.0 |
% |
|
|
11.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activity in the allowance for loan and lease losses is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Beginning balance |
|
$ |
20,527,000 |
|
|
$ |
17,819,000 |
|
|
$ |
14,379,000 |
|
Provision for loan and lease losses |
|
|
5,775,000 |
|
|
|
3,790,000 |
|
|
|
4,674,000 |
|
Charge-offs |
|
|
(5,389,000 |
) |
|
|
(1,392,000 |
) |
|
|
(1,405,000 |
) |
Recoveries |
|
|
498,000 |
|
|
|
310,000 |
|
|
|
171,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
21,411,000 |
|
|
$ |
20,527,000 |
|
|
$ |
17,819,000 |
|
|
|
|
|
|
|
|
|
|
|
Impaired loans and leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Year-end loans with no allocated allowance for loan and lease losses |
|
$ |
558,000 |
|
|
$ |
1,390,000 |
|
Year-end loans with allocated allowance for loan and lease losses |
|
|
3,999,000 |
|
|
|
965,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,557,000 |
|
|
$ |
2,355,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of the allowance for loan and lease losses allocated |
|
$ |
1,149,000 |
|
|
$ |
399,000 |
|
Average of impaired loans during the year |
|
|
6,142,000 |
|
|
|
2,460,000 |
|
The Bank recognized no interest income on impaired loans during 2006, 2005 or 2004. Nonperforming
loans includes both smaller balance homogenous loans that are collectively evaluated for impairment
and individually classified impaired loans.
(Continued)
F-43
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 3 LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES (Continued)
Nonperforming loans and leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Loans and leases past due over 90 days still accruing interest |
|
$ |
819,000 |
|
|
$ |
394,000 |
|
Nonaccrual loans and leases |
|
|
7,752,000 |
|
|
|
3,601,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,571,000 |
|
|
$ |
3,995,000 |
|
|
|
|
|
|
|
|
Concentrations within the loan portfolio were as follows at year-end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
Percentage of |
|
|
Balance |
|
Loan Portfolio |
|
Balance |
|
Loan Portfolio |
Commercial real estate loans to
lessors of non-residential
buildings |
|
$ |
471,222,000 |
|
|
|
27.0 |
% |
|
$ |
417,470,000 |
|
|
|
26.7 |
% |
NOTE 4 PREMISES AND EQUIPMENT, NET
Year-end premises and equipment are as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Land and improvements |
|
$ |
8,021,000 |
|
|
$ |
7,135,000 |
|
Buildings and leasehold improvements |
|
|
23,036,000 |
|
|
|
18,450,000 |
|
Furniture and equipment |
|
|
10,773,000 |
|
|
|
10,351,000 |
|
|
|
|
|
|
|
|
|
|
|
41,830,000 |
|
|
|
35,936,000 |
|
Less: accumulated depreciation |
|
|
8,291,000 |
|
|
|
5,730,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
33,539,000 |
|
|
$ |
30,206,000 |
|
|
|
|
|
|
|
|
Depreciation expense in 2006, 2005 and 2004 totaled $2,578,000, $2,043,000 and $1,248,000,
respectively.
We entered into lease arrangements for our banking facilities in East Lansing and Ann Arbor,
Michigan during 2005. Rent expense for these two facilities totaled $276,000 and $144,000 during
2006 and 2005, respectively. Minimum rent commitments under the operating leases were as follows,
before considering renewal options that generally are present:
|
|
|
|
|
2007 |
|
$ |
207,000 |
|
2008 |
|
|
160,000 |
|
2009 |
|
|
164,000 |
|
2010 |
|
|
83,000 |
|
|
|
|
|
Total |
|
$ |
614,000 |
|
|
|
|
|
(Continued)
F-44
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 5 DEPOSITS
Deposits at year-end are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
Increase/ |
|
|
|
Balance |
|
|
% |
|
|
Balance |
|
|
% |
|
|
(Decrease) |
|
Noninterest-bearing
demand |
|
$ |
133,197,000 |
|
|
|
8.1 |
% |
|
$ |
120,828,000 |
|
|
|
8.5 |
% |
|
|
10.2 |
% |
Interest-bearing
checking |
|
|
39,943,000 |
|
|
|
2.4 |
|
|
|
39,792,000 |
|
|
|
2.8 |
|
|
|
0.4 |
|
Money market |
|
|
9,409,000 |
|
|
|
0.6 |
|
|
|
10,344,000 |
|
|
|
0.7 |
|
|
|
(9.0 |
) |
Savings |
|
|
92,370,000 |
|
|
|
5.6 |
|
|
|
106,247,000 |
|
|
|
7.5 |
|
|
|
(13.1 |
) |
Time, under $100,000 |
|
|
47,840,000 |
|
|
|
2.9 |
|
|
|
23,906,000 |
|
|
|
1.7 |
|
|
|
100.1 |
|
Time, $100,000 and over |
|
|
310,326,000 |
|
|
|
18.8 |
|
|
|
155,401,000 |
|
|
|
11.0 |
|
|
|
99.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
633,085,000 |
|
|
|
38.4 |
|
|
|
456,518,000 |
|
|
|
32.2 |
|
|
|
38.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Out-of-area time,
under $100,000 |
|
|
82,330,000 |
|
|
|
5.0 |
|
|
|
80,048,000 |
|
|
|
5.6 |
|
|
|
2.9 |
|
Out-of-area time,
$100,000 and over |
|
|
931,488,000 |
|
|
|
56.6 |
|
|
|
882,786,000 |
|
|
|
62.2 |
|
|
|
5.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,013,818,000 |
|
|
|
61.6 |
|
|
|
962,834,000 |
|
|
|
67.8 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,646,903,000 |
|
|
|
100.0 |
% |
|
$ |
1,419,352,000 |
|
|
|
100.0 |
% |
|
|
16.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Out-of-area certificates of deposit consist of certificates obtained from depositors outside of the
primary market area. As of December 31, 2006, out-of-area certificates of deposit totaling $987.0
million were obtained through deposit brokers, with the remaining $26.8 million obtained directly
from the depositors.
The following table depicts the maturity distribution for certificates of deposit at year-end.
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
In one year or less |
|
$ |
1,027,309,000 |
|
|
$ |
787,954,000 |
|
In one to two years |
|
|
258,692,000 |
|
|
|
243,652,000 |
|
In two to three years |
|
|
54,988,000 |
|
|
|
68,467,000 |
|
In three to four years |
|
|
11,111,000 |
|
|
|
33,649,000 |
|
In four to five years |
|
|
19,884,000 |
|
|
|
8,419,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,371,984,000 |
|
|
$ |
1,142,141,000 |
|
|
|
|
|
|
|
|
The following table depicts the maturity distribution for certificates of deposit with balances of
$100,000 or more at year-end.
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Up to three months |
|
$ |
351,745,000 |
|
|
$ |
255,351,000 |
|
Three months to six months |
|
|
246,357,000 |
|
|
|
186,830,000 |
|
Six months to twelve months |
|
|
341,461,000 |
|
|
|
278,189,000 |
|
Over twelve months |
|
|
302,251,000 |
|
|
|
317,817,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,241,814,000 |
|
|
$ |
1,038,187,000 |
|
|
|
|
|
|
|
|
(Continued)
F-45
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 6 SHORT-TERM BORROWINGS
Information regarding securities sold under agreements to repurchase at year-end is summarized below:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
Outstanding balance at year-end |
|
$ |
85,472,000 |
|
|
$ |
72,201,000 |
|
Weighted average interest rate at year-end |
|
|
3.88 |
% |
|
|
3.31 |
% |
Average daily balance during the year |
|
|
72,228,000 |
|
|
|
60,743,000 |
|
Weighted average interest rate during the year |
|
|
3.71 |
% |
|
|
2.63 |
% |
Maximum month end balance during the year |
|
|
85,472,000 |
|
|
|
74,639,000 |
|
Securities sold under agreements to repurchase (repurchase agreements) generally have original
maturities of less than one year. Repurchase agreements are treated as financings and the
obligations to repurchase securities sold are reflected as liabilities. Securities involved with
the repurchase agreements are recorded as assets of the Bank and are primarily held in safekeeping
by correspondent banks. Repurchase agreements are offered principally to certain large deposit
customers as uninsured deposit equivalent investments. Repurchase agreements were secured by
securities with a market value of $91.2 million and $80.7 million at year-end 2006 and 2005,
respectively.
NOTE 7 FEDERAL HOME LOAN BANK ADVANCES
At year-end, advances from the Federal Home Loan Bank were as follows.
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Maturities January 2007 through May 2008, fixed rates from
3.70% to 5.69%, averaging 4.90% |
|
$ |
95,000,000 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
Maturities January 2006 through May 2008, fixed rates from
2.13% to 4.92%, averaging 3.68% |
|
|
0 |
|
|
|
120,000,000 |
|
|
|
|
|
|
|
|
|
|
Maturities in May 2006, floating rates tied to Libor indices,
averaging 4.42% |
|
|
0 |
|
|
|
10,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
95,000,000 |
|
|
$ |
130,000,000 |
|
|
|
|
|
|
|
|
Each advance is payable at its maturity date, and is subject to a prepayment fee if paid prior to
the maturity date. The advances are collateralized by residential mortgage loans, first mortgage
liens on multi-family residential property loans, first mortgage liens on commercial real estate
property loans, and substantially all other assets of the Bank, under a blanket lien arrangement.
Our borrowing line of credit as of December 31, 2006 totaled $322.6 million.
Maturities over the next five years are:
|
|
|
|
|
2007 |
|
$ |
80,000,000 |
|
2008 |
|
|
15,000,000 |
|
2009 |
|
|
0 |
|
2010 |
|
|
0 |
|
2011 |
|
|
0 |
|
(Continued)
F-46
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 8 FEDERAL INCOME TAXES
The consolidated provision for income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Current |
|
$ |
9,438,000 |
|
|
$ |
9,124,000 |
|
|
$ |
5,981,000 |
|
Deferred benefit |
|
|
(474,000 |
) |
|
|
(979,000 |
) |
|
|
(845,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense |
|
$ |
8,964,000 |
|
|
$ |
8,145,000 |
|
|
$ |
5,136,000 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense was less than the amount computed by applying the statutory federal income tax
rate to income before income taxes. The reasons for the difference are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Statutory rates |
|
$ |
10,084,000 |
|
|
$ |
9,116,000 |
|
|
$ |
6,600,000 |
|
Increase (decrease) from |
|
|
|
|
|
|
|
|
|
|
|
|
Tax-exempt interest |
|
|
(795,000 |
) |
|
|
(792,000 |
) |
|
|
(708,000 |
) |
Life insurance |
|
|
(408,000 |
) |
|
|
(349,000 |
) |
|
|
(257,000 |
) |
Rehabilitation tax credits |
|
|
0 |
|
|
|
0 |
|
|
|
(429,000 |
) |
Other |
|
|
83,000 |
|
|
|
170,000 |
|
|
|
(70,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense |
|
$ |
8,964,000 |
|
|
$ |
8,145,000 |
|
|
$ |
5,136,000 |
|
|
|
|
|
|
|
|
|
|
|
The net deferred tax asset recorded includes the following amounts of deferred tax assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Deferred tax assets |
|
|
|
|
|
|
|
|
Allowance for loan and lease losses |
|
$ |
7,494,000 |
|
|
$ |
7,184,000 |
|
Unrealized loss on securities available for sale |
|
|
594,000 |
|
|
|
758,000 |
|
Deferred loan fees |
|
|
231,000 |
|
|
|
307,000 |
|
Deferred compensation |
|
|
1,181,000 |
|
|
|
821,000 |
|
Other |
|
|
234,000 |
|
|
|
239,000 |
|
|
|
|
|
|
|
|
|
|
|
9,734,000 |
|
|
|
9,309,000 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
Depreciation |
|
|
1,052,000 |
|
|
|
947,000 |
|
Other |
|
|
525,000 |
|
|
|
515,000 |
|
|
|
|
|
|
|
|
|
|
|
1,577,000 |
|
|
|
1,462,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
8,157,000 |
|
|
$ |
7,847,000 |
|
|
|
|
|
|
|
|
A valuation allowance related to deferred tax assets is required when it is considered more likely
than not that all or part of the benefits related to such assets will not be realized. Management
has determined that no valuation allowance was required at year-end 2006 or 2005.
(Continued)
F-47
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 9 STOCK-BASED COMPENSATION
Stock-based compensation plans are used to provide directors and employees with an increased
incentive to contribute to the long-term performance and growth of Mercantile, to join the
interests of directors and employees with the interests of Mercantiles shareholders through the
opportunity for increased stock ownership and to attract and retain directors and employees. From
1997 through 2005, stock option grants were provided to directors and certain employees through
several stock option plans, including the 1997 Employee Stock Option Plan, 2000 Employee Stock
Option Plan, 2004 Employee Stock Option Plan and Independent Director Stock Option Plan. During
2006, stock option and restricted stock grants were provided to certain employees through the Stock
Incentive Plan of 2006.
Under our 1997 Employee Stock Option Plan, 2000 Employee Stock Option Plan and 2004 Employee Stock
Option Plan, stock options granted to employees were granted at the market price on the date of
grant, generally fully vest after one year and expire ten years from the date of grant. Stock
options granted to non-executive officers during 2005 vested about three weeks after being granted.
Under our Independent Director Stock Option Plan, stock options granted to non-employee directors
are at 125% of the market price on the date of grant, fully vest after five years and expire ten
years from the date of grant. The Stock Incentive Plan of 2006, approved by our shareholders at
the annual meeting on April 27, 2006, replaced all of our outstanding stock option plans for stock
options not previously granted. Under the Stock Incentive Plan of 2006, incentive awards may
include, but are not limited to, stock options, restricted stock, stock appreciation rights and
stock awards. Incentive awards that are stock options or stock appreciation rights are granted
with an exercise price not less than the closing price of Mercantile stock on the day before the
date of grant, with price, vesting and expiration date parameters determined by Mercantiles
Compensation Committee on a grant-by-grant basis. Generally, the stock options granted to
employees during 2006 fully vest after two years and expire after seven years. The restricted
stock awards granted to certain employees during 2006, totaling 20,190 shares and having a fair
value per share of $39.84, fully vest after four years. No payments were required from employees
for the restricted stock awards. At year-end 2006, there were 550,884 shares authorized for future
incentive awards.
As of December 31, 2006, there was $300,000 of total unrecognized compensation cost related to
unvested stock options granted under our various stock-based compensation plans. The compensation
cost is expected to be recognized over a weighted-average period of 1.5 years. As of December 31,
2006, there was $690,000 of total unrecognized compensation cost related to unvested restricted
stock granted under our Stock Incentive Plan of 2006. The compensation cost is expected to be
recognized over a period of 3.9 years.
A summary of stock option activity is as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
Outstanding at
beginning
of year |
|
|
314,830 |
|
|
$ |
21.81 |
|
|
|
310,495 |
|
|
$ |
17.77 |
|
|
|
321,203 |
|
|
$ |
13.56 |
|
Granted |
|
|
24,640 |
|
|
|
39.84 |
|
|
|
47,540 |
|
|
|
37.68 |
|
|
|
46,303 |
|
|
|
36.43 |
|
Exercised |
|
|
(61,897 |
) |
|
|
13.14 |
|
|
|
(41,885 |
) |
|
|
9.45 |
|
|
|
(57,011 |
) |
|
|
9.19 |
|
Forfeited or expired |
|
|
(2,204 |
) |
|
|
33.55 |
|
|
|
(1,320 |
) |
|
|
35.36 |
|
|
|
0 |
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at
end of year |
|
|
275,369 |
|
|
$ |
25.28 |
|
|
|
314,830 |
|
|
$ |
21.81 |
|
|
|
310,495 |
|
|
$ |
17.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable
at year-end |
|
|
223,505 |
|
|
$ |
22.63 |
|
|
|
269,700 |
|
|
$ |
20.17 |
|
|
|
241,658 |
|
|
$ |
13.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
F-48
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 9 STOCK-BASED COMPENSATION (Continued)
The fair value of each stock option award is estimated on the date of grant using a closed option
valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected
volatilities are based on historical volatilities on our common stock. Historical data is used to
estimate stock option expense and post-vesting termination behavior. The expected term of stock
options granted is based on historical data and represents the period of time that stock options
granted are expected to be outstanding, which takes into account that the stock options are not
transferable. The risk-free interest rate for the expected term of the stock option is based on
the U.S. Treasury yield curve in effect at the time of the stock option grant.
The fair value of stock options granted was determined using the following weighted-average
assumptions as of grant date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
Risk-free interest rate |
|
|
4.60 |
% |
|
|
4.12 |
% |
|
|
3.45 |
% |
Expected option life |
|
5 Years |
|
7 Years |
|
7 Years |
Expected stock price volatility |
|
|
26 |
% |
|
|
26 |
% |
|
|
22 |
% |
Dividend yield |
|
|
1 |
% |
|
|
1 |
% |
|
|
1 |
% |
Options outstanding at year-end 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
Exercisable |
|
|
|
|
|
|
|
Weighted Average |
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
Range of |
|
|
|
|
|
Remaining |
|
|
Average |
|
|
|
|
|
|
Average |
|
Exercise |
|
|
|
|
|
Contractual |
|
|
Exercise |
|
|
|
|
|
|
Exercise |
|
Prices |
|
Number |
|
|
Life |
|
|
Price |
|
|
Number |
|
|
Price |
|
$4.00 - $8.00 |
|
|
8,952 |
|
|
0.6 Years |
|
$ |
7.46 |
|
|
|
8,952 |
|
|
$ |
7.46 |
|
$8.01 - $12.00 |
|
|
42,208 |
|
|
3.0 Years |
|
|
9.20 |
|
|
|
42,208 |
|
|
|
9.20 |
|
$12.01 - $16.00 |
|
|
29,306 |
|
|
4.8 Years |
|
|
13.07 |
|
|
|
29,306 |
|
|
|
13.07 |
|
$16.01 - $20.00 |
|
|
37,907 |
|
|
5.6 Years |
|
|
16.84 |
|
|
|
37,907 |
|
|
|
16.84 |
|
$20.01 - $24.00 |
|
|
7,272 |
|
|
5.8 Years |
|
|
21.19 |
|
|
|
0 |
|
|
NA |
|
$24.01 - $28.00 |
|
|
30,592 |
|
|
6.8 Years |
|
|
27.94 |
|
|
|
30,592 |
|
|
|
27.94 |
|
$32.01 - $36.00 |
|
|
41,783 |
|
|
7.7 Years |
|
|
35.29 |
|
|
|
34,847 |
|
|
|
35.36 |
|
$36.01 - $40.00 |
|
|
70,186 |
|
|
8.2 Years |
|
|
38.44 |
|
|
|
39,693 |
|
|
|
37.68 |
|
$40.01 - $44.00 |
|
|
7,163 |
|
|
7.8 Years |
|
|
42.29 |
|
|
|
0 |
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at year end |
|
|
275,369 |
|
|
6.1 Years |
|
$ |
25.28 |
|
|
|
223,505 |
|
|
$ |
22.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average remaining contractual life of the 223,505 stock options exercisable as of
December 31, 2006 was 5.8 years.
Options outstanding at year-end 2006, 2005 and 2004 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
Minimum exercise price |
|
$ |
7.46 |
|
|
$ |
7.46 |
|
|
$ |
7.46 |
|
Maximum exercise price |
|
|
42.29 |
|
|
|
42.29 |
|
|
|
42.29 |
|
Average remaining option term |
|
6.1 Years |
|
|
6.5 Years |
|
|
6.5 Years |
|
(Continued)
F-49
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 9 STOCK-BASED COMPENSATION (Continued)
Information related to stock option grants and exercises during 2006, 2005 and 2004 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
Intrinsic value of stock options exercised |
|
$ |
1,616,000 |
|
|
$ |
1,243,000 |
|
|
$ |
1,310,000 |
|
Cash received from stock option exercises |
|
|
229,000 |
|
|
|
80,000 |
|
|
|
137,000 |
|
Tax benefit realized from stock option exercises |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Weighted average fair value of stock options granted |
|
|
11.44 |
|
|
|
13.51 |
|
|
|
9.82 |
|
The aggregate intrinsic value of all stock options outstanding at December 31, 2006 was $3,507,000.
The aggregate intrinsic value of all stock options exercisable at December 31, 2006 was $3,367,000.
Shares issued as a result of the exercise of stock option grants are new shares as provided for
under our stock-based compensation plans.
NOTE 10 RELATED PARTIES
Certain directors and executive officers of the Bank, including their immediate families and
companies in which they are principal owners, were loan customers of the Bank. At year-end 2006
and 2005, the Bank had $18.3 million and $14.0 million in loan commitments to directors and
executive officers, of which $8.8 million and $8.9 million were outstanding at year-end 2006 and
2005, respectively, as reflected in the following table.
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Beginning balance |
|
$ |
8,865,000 |
|
|
$ |
10,210,000 |
|
New loans |
|
|
2,356,000 |
|
|
|
761,000 |
|
Repayments |
|
|
(2,424,000 |
) |
|
|
(2,106,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
8,797,000 |
|
|
$ |
8,865,000 |
|
|
|
|
|
|
|
|
Related party deposits and repurchase agreements totaled $15.7 million and $13.3 million at
year-end 2006 and 2005, respectively.
NOTE 11 COMMITMENTS AND OFF-BALANCE-SHEET RISK
We are a party to financial instruments with off-balance sheet risk in the normal course of
business to meet the financing needs of our customers. These financial instruments include
commitments to extend credit and standby letters of credit. Loan commitments to extend credit are
agreements to lend to a customer as long as there is no violation of any condition established in
the contract. Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements.
(Continued)
F-50
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 11 COMMITMENTS AND OFF-BALANCE-SHEET RISK (Continued)
These instruments involve, to varying degrees, elements of credit risk in excess of the amount
recognized, if any, in the balance sheet. Our maximum exposure to loan loss in the event of
nonperformance by the other party to the financial instrument for commitments to extend credit and
standby letters of credit is represented by the contractual notional amount of those instruments.
We use the same credit policies in making commitments and conditional obligations as we do for
on-balance sheet instruments. Collateral, such as accounts receivable, securities, inventory,
property and equipment, is generally obtained based on managements credit assessment of the
borrower. If required, estimated loss exposure resulting from these instruments is expensed and
recorded as a liability. The balance of the liability account related to loan commitments was $0.5
million at year-end 2006 and 2005.
At year-end 2006 and 2005, the rates on existing off-balance sheet instruments were substantially
equivalent to current market rates, considering the underlying credit standing of the
counterparties.
Our maximum exposure to credit losses for loan commitments and standby letters of credit
outstanding at year-end was as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Commercial unused lines of credit |
|
$ |
345,195,000 |
|
|
$ |
303,115,000 |
|
Unused lines of credit secured by 1 4 family
residential properties |
|
|
29,314,000 |
|
|
|
27,830,000 |
|
Credit card unused lines of credit |
|
|
8,510,000 |
|
|
|
7,971,000 |
|
Other consumer unused lines of credit |
|
|
7,197,000 |
|
|
|
10,791,000 |
|
Commitments to make loans |
|
|
60,850,000 |
|
|
|
83,280,000 |
|
Standby letters of credit |
|
|
73,241,000 |
|
|
|
59,058,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
524,307,000 |
|
|
$ |
492,045,000 |
|
|
|
|
|
|
|
|
Commitments to make loans generally reflect our binding obligations to existing and prospective
customers to extend credit, including line of credit facilities secured by accounts receivable and
inventory, and term debt secured by either real estate or equipment. In most instances, line of
credit facilities are for a one year term and are at a floating rate tied to the prime rate. For
term debt secured by real estate, customers are generally offered a floating rate tied to the prime
rate and a fixed rate currently ranging from 7.25% to 8.25%. These credit facilities generally
balloon within five years, with payments based on amortizations ranging from 10 to 25 years. For
term debt secured by non-real estate collateral, customers are generally offered a floating rate
tied to the prime rate and a fixed rate currently ranging from 7.25% to 8.25%. These credit
facilities generally mature and fully amortize within five years.
The following instruments are considered financial guarantees under FASB Interpretation 45. These
instruments are carried at fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
Contract |
|
Carrying |
|
Contract |
|
Carrying |
|
|
Amount |
|
Value |
|
Amount |
|
Value |
Standby letters of credit |
|
$ |
73,241,000 |
|
|
$ |
279,000 |
|
|
$ |
59,058,000 |
|
|
$ |
205,000 |
|
We were required to have $8.9 million and $8.6 million of cash on hand or on deposit with the
Federal Reserve Bank of Chicago to meet regulatory reserve and clearing requirements at year-end
2006 and 2005, respectively. These balances do not earn interest.
(Continued)
F-51
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 12 BENEFIT PLANS
We have a 401(k) benefit plan that covers substantially all of our employees. Our 2006, 2005 and
2004 matching 401(k) contribution charged to expense was $674,000, $554,000 and $413,000,
respectively. The percent of our matching contributions to the 401(k) is determined annually by
the Board of Directors. The 401(k) benefit plan allows employee contributions up to 15% of their
compensation, which are matched at 100% of the first 5% of the compensation contributed. Matching
contributions are immediately vested.
We have a deferred compensation plan in which all persons serving on the Board of Directors may
defer all or portions of their annual retainer and meeting fees, with distributions to be paid only
upon termination of service as a director. The deferred amounts are categorized on our financial
statements as other borrowed money. The deferred balances are paid interest at a rate equal to the
prime rate, adjusted at the beginning of each calendar quarter. Interest expense for the plan
during 2006, 2005 and 2004 was $81,000, $43,000 and $21,000, respectively.
We have a non-qualified deferred compensation program in which selected officers may defer all or
portions of salary and bonus payments. The deferred amounts are categorized on our financial
statements as other borrowed money. The deferred balances are paid interest at a rate equal to the
prime rate, adjusted at the beginning of each calendar quarter. Interest expense for the plan
during 2006, 2005 and 2004 was $148,000, $79,000 and $38,000, respectively.
The Mercantile Bank Corporation Employee Stock Purchase Plan of 2002 (Stock Purchase Plan) is a
non-compensatory plan intended to encourage full- and part-time employees of Mercantile and its
subsidiaries to promote our best interests and to align employees interests with the interests of
our shareholders by permitting employees to purchase shares of our common stock through regular
payroll deductions. Shares are purchased on the last business day of each calendar quarter at a
price equal to the average, rounded to the nearest whole cent, of the highest and lowest sales
prices of our common stock reported on The Nasdaq Stock Market. Originally, 25,000 shares of
common stock may be issued under the Stock Purchase Plan; however, the number of shares has been
and may continue to be adjusted in the future to reflect stock dividends and other changes in our
capitalization. The numbers of shares issued under the Stock Purchase Plan totaled 2,774 and 2,491
in 2006 and 2005, respectively. As of December 31, 2006, there were 20,820 shares available under
the Stock Purchase Plan.
(Continued)
F-52
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 13 FAIR VALUES OF FINANCIAL INSTRUMENTS
Carrying amount and estimated fair values of financial instruments were as follows at year-end.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
|
|
Values |
|
Values |
|
Values |
|
Values |
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
51,380,000 |
|
|
$ |
51,380,000 |
|
|
$ |
36,753,000 |
|
|
$ |
36,753,000 |
|
Securities available for sale |
|
|
130,967,000 |
|
|
|
130,967,000 |
|
|
|
112,961,000 |
|
|
|
112,961,000 |
|
Securities held to maturity |
|
|
63,943,000 |
|
|
|
65,025,000 |
|
|
|
60,766,000 |
|
|
|
62,850,000 |
|
Federal Home Loan Bank stock |
|
|
7,509,000 |
|
|
|
7,509,000 |
|
|
|
7,887,000 |
|
|
|
7,887,000 |
|
Loans, net |
|
|
1,724,067,000 |
|
|
|
1,707,039,000 |
|
|
|
1,541,285,000 |
|
|
|
1,540,183,000 |
|
Bank owned life insurance policies |
|
|
30,858,000 |
|
|
|
30,858,000 |
|
|
|
28,071,000 |
|
|
|
28,071,000 |
|
Accrued interest receivable |
|
|
10,287,000 |
|
|
|
10,287,000 |
|
|
|
8,274,000 |
|
|
|
8,274,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
1,646,903,000 |
|
|
|
1,654,798,000 |
|
|
|
1,419,352,000 |
|
|
|
1,425,606,000 |
|
Securities sold under agreements
to repurchase |
|
|
85,472,000 |
|
|
|
85,472,000 |
|
|
|
72,201,000 |
|
|
|
72,201,000 |
|
Federal funds purchased |
|
|
9,800,000 |
|
|
|
9,800,000 |
|
|
|
9,600,000 |
|
|
|
9,600,000 |
|
Federal Home Loan Bank advances |
|
|
95,000,000 |
|
|
|
94,801,000 |
|
|
|
130,000,000 |
|
|
|
129,942,000 |
|
Accrued interest payable |
|
|
20,213,000 |
|
|
|
20,213,000 |
|
|
|
12,465,000 |
|
|
|
12,465,000 |
|
Subordinated debentures |
|
|
32,990,000 |
|
|
|
32,984,000 |
|
|
|
32,990,000 |
|
|
|
32,990,000 |
|
Carrying amount is the estimated fair value for cash and cash equivalents, Federal Home Loan Bank
stock, accrued interest receivable and payable, bank owned life insurance policies, demand
deposits, securities sold under agreements to repurchase, and variable rate loans or deposits that
reprice frequently and fully. Security fair values are based on market prices or dealer quotes,
and if no such information is available, on the rate and term of the security and information about
the issuer. For fixed rate loans or deposits and for variable rate loans or deposits with
infrequent repricing or repricing limits, fair value is based on discounted cash flows using
current market rates applied to the estimated life and credit risk. Fair value of subordinated
debentures and Federal Home Loan Bank advances is based on current rates for similar financing.
Fair value of off balance sheet items is estimated to be nominal.
(Continued)
F-53
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 14 EARNINGS PER SHARE
The factors used in the earnings per share computation follow.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
19,847,000 |
|
|
$ |
17,901,000 |
|
|
$ |
13,721,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
8,003,013 |
|
|
|
7,959,338 |
|
|
|
7,909,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
2.48 |
|
|
$ |
2.25 |
|
|
$ |
1.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
19,847,000 |
|
|
$ |
17,901,000 |
|
|
$ |
13,721,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding for
basic earnings per common share |
|
|
8,003,013 |
|
|
|
7,959,338 |
|
|
|
7,909,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Dilutive effects of assumed exercises of
stock options |
|
|
109,342 |
|
|
|
177,826 |
|
|
|
198,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares and dilutive potential
common shares |
|
|
8,112,355 |
|
|
|
8,137,163 |
|
|
|
8,107,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share |
|
$ |
2.45 |
|
|
$ |
2.20 |
|
|
$ |
1.69 |
|
|
|
|
|
|
|
|
|
|
|
Stock options for 10,268, 7,166 and 50,767 shares of common stock were not considered in computing
diluted earnings per common share for 2006, 2005 and 2004, respectively, because they were
antidilutive.
NOTE 15 SUBORDINATED DEBENTURES
Mercantile Trust, a business trust formed by the company, was incorporated in 2004 for the purpose
of issuing Series A and Series B Preferred Securities. On September 16, 2004, Mercantile Trust
sold the Series A Preferred Securities in a private sale for $16.0 million, and also sold $495,000
of Series A Common Securities to Mercantile. The proceeds of the Series A Preferred Securities and
the Series A Common Securities were used by Mercantile Trust to purchase $16,495,000 of Series A
Floating Rate Notes that were issued by Mercantile on September 16, 2004. Mercantile used the
proceeds of the Series A Floating Rate Notes to finance the redemption on September 17, 2004 of the
$16.0 million of 9.60% Cumulative Preferred Securities issued in 1999 by MBWM Capital Trust I. On
December 10, 2004, Mercantile Trust sold the Series B Preferred Securities in a private sale for
$16.0 million, and also sold $495,000 of Series B Common Securities to Mercantile. The proceeds of
the Series B Preferred Securities and the Series B Common Securities were used by Mercantile Trust
to purchase $16,495,000 of Series B Floating Rate Notes that were issued by Mercantile on December
10, 2004. Substantially all of the net proceeds of the Series B Floating Rate Notes were
contributed to our bank as capital to provide support for asset growth, fund investments in loans
and securities and for general corporate purposes.
The only significant assets of Mercantile Trust are the Series A and Series B Floating Rate Notes,
and the only significant liabilities of Mercantile Trust are the Series A and Series B Preferred
Securities. The Series A and Series B Floating Rate Notes are categorized on our consolidated
balance sheet as subordinated debentures and the interest expense is recorded on our consolidated
statement of income under interest expense on long-term borrowings.
(Continued)
F-54
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 16 REGULATORY MATTERS
Mercantile and the Bank are subject to regulatory capital requirements administered by federal
banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve
quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under
regulatory accounting practices. Capital amounts and classifications are also subject to
qualitative judgments by regulators about components, risk weightings, and other factors, and the
regulators can lower classifications in certain cases. Failure to meet various capital
requirements can initiate regulatory action that could have a direct material effect on the
financial statements.
The prompt corrective action regulations provide five classifications, including well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized, and critically
undercapitalized, although these terms are not used to represent overall financial condition. If
an institution is adequately capitalized, regulatory approval is required to accept brokered
deposits. Subject to limited exceptions, no institution may make a capital distribution if, after
making the distribution, it would be undercapitalized. If an institution is undercapitalized, it
is subject to being closely monitored by its principal federal regulator, its asset growth and
expansion are restricted, and plans for capital restoration are required. In addition, further
specific types of restrictions may be imposed on the institution in the discretion of the federal
regulator. At year-end 2006 and 2005, the most recent regulatory notifications categorized the
Bank as well capitalized under the regulatory framework for prompt corrective action. There are no
conditions or events since that notification that we believe has changed the Banks category.
At year end, actual capital levels (in thousands) and minimum required levels for Mercantile and
the Bank were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to be Well |
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
Capitalized Under |
|
|
|
|
|
|
|
|
|
|
for Capital |
|
Prompt Corrective |
|
|
Actual |
|
Adequacy Purposes |
|
Action Regulations |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk
weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
226,428 |
|
|
|
11.5 |
% |
|
$ |
158,196 |
|
|
|
8.0 |
% |
|
$ |
NA |
|
|
NA |
|
Bank |
|
|
222,812 |
|
|
|
11.3 |
|
|
|
158,019 |
|
|
|
8.0 |
|
|
|
197,524 |
|
|
|
10.0 |
% |
Tier 1 capital (to risk
weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
205,017 |
|
|
|
10.4 |
|
|
|
79,098 |
|
|
|
4.0 |
|
|
NA |
|
|
NA |
|
Bank |
|
|
201,401 |
|
|
|
10.2 |
|
|
|
79,010 |
|
|
|
4.0 |
|
|
|
118,514 |
|
|
|
6.0 |
|
Tier 1 capital (to average
assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
205,017 |
|
|
|
10.0 |
|
|
|
81,682 |
|
|
|
4.0 |
|
|
NA |
|
|
NA |
|
Bank |
|
|
201,401 |
|
|
|
9.9 |
|
|
|
81,623 |
|
|
|
4.0 |
|
|
|
102,029 |
|
|
|
5.0 |
|
(Continued)
F-55
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 16 REGULATORY MATTERS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to be Well |
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
Capitalized Under |
|
|
|
|
|
|
|
|
|
|
for Capital |
|
Prompt Corrective |
|
|
Actual |
|
Adequacy Purposes |
|
Action Regulations |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk
weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
209,060 |
|
|
|
12.0 |
% |
|
$ |
139,337 |
|
|
|
8.0 |
% |
|
$ |
NA |
|
|
NA |
|
Bank |
|
|
205,642 |
|
|
|
11.8 |
|
|
|
139,158 |
|
|
|
8.0 |
|
|
|
173,947 |
|
|
|
10.0 |
% |
Tier 1 capital (to risk
weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
188,533 |
|
|
|
10.8 |
|
|
|
69,669 |
|
|
|
4.0 |
|
|
NA |
|
|
NA |
|
Bank |
|
|
185,115 |
|
|
|
10.6 |
|
|
|
69,579 |
|
|
|
4.0 |
|
|
|
104,368 |
|
|
|
6.0 |
|
Tier 1 capital (to average
assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
188,533 |
|
|
|
10.5 |
|
|
|
72,163 |
|
|
|
4.0 |
|
|
NA |
|
|
NA |
|
Bank |
|
|
185,115 |
|
|
|
10.3 |
|
|
|
72,100 |
|
|
|
4.0 |
|
|
|
90,124 |
|
|
|
5.0 |
|
Federal and state banking laws and regulations place certain restrictions on the amount of
dividends the Bank can transfer to Mercantile and on the capital levels that must be maintained.
At year-end 2006, under the most restrictive of these regulations (to remain well capitalized), the
Bank could distribute approximately $22.5 million to Mercantile as dividends without prior
regulatory approval.
The capital levels as of year-end 2006 and 2005 include $32.0 million of trust preferred securities
issued by Mercantile Trust in September 2004 and December 2004 subject to certain limitations.
Federal Reserve guidelines limit the amount of trust preferred securities which can be included in
Tier 1 capital of Mercantile to 25% of total Tier 1 capital. At year-end 2006 and 2005, all $32.0
million of the trust preferred securities were included as Tier 1 capital of Mercantile.
NOTE 17 OTHER COMPREHENSIVE INCOME/(LOSS)
Other comprehensive income/(loss) components and related taxes were as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Unrealized holding gains and losses on
available-for-sale securities |
|
$ |
470,000 |
|
|
$ |
(2,368,000 |
) |
|
$ |
(208,000 |
) |
Reclassification adjustments for gains
and losses later recognized in income |
|
|
0 |
|
|
|
0 |
|
|
|
(78,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains and losses |
|
|
470,000 |
|
|
|
(2,368,000 |
) |
|
|
(130,000 |
) |
Tax effect of unrealized holding gains and
losses on available-for-sale securities |
|
|
(164,000 |
) |
|
|
828,000 |
|
|
|
70,000 |
|
Tax effect of reclassification adjustments for
gains and losses later recognized in income |
|
|
0 |
|
|
|
0 |
|
|
|
(28,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss) |
|
$ |
306,000 |
|
|
$ |
(1,540,000 |
) |
|
$ |
(88,000 |
) |
|
|
|
|
|
|
|
|
|
|
(Continued)
F-56
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 18 QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
Net Interest |
|
Net |
|
Earnings per Share |
|
|
Income |
|
Income |
|
Income |
|
Basic |
Fully Diluted |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter |
|
$ |
31,099,000 |
|
|
$ |
15,099,000 |
|
|
$ |
4,929,000 |
|
|
$ |
0.62 |
|
|
$ |
0.61 |
|
Second quarter |
|
|
33,746,000 |
|
|
|
15,646,000 |
|
|
|
5,111,000 |
|
|
|
0.64 |
|
|
|
0.63 |
|
Third quarter |
|
|
35,675,000 |
|
|
|
15,547,000 |
|
|
|
5,202,000 |
|
|
|
0.65 |
|
|
|
0.64 |
|
Fourth quarter |
|
|
36,740,000 |
|
|
|
15,295,000 |
|
|
|
4,605,000 |
|
|
|
0.57 |
|
|
|
0.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter |
|
$ |
21,705,000 |
|
|
$ |
12,655,000 |
|
|
$ |
4,362,000 |
|
|
$ |
0.58 |
|
|
$ |
0.56 |
|
Second quarter |
|
|
24,346,000 |
|
|
|
13,608,000 |
|
|
|
4,690,000 |
|
|
|
0.62 |
|
|
|
0.61 |
|
Third quarter |
|
|
26,764,000 |
|
|
|
14,072,000 |
|
|
|
4,300,000 |
|
|
|
0.57 |
|
|
|
0.56 |
|
Fourth quarter |
|
|
29,315,000 |
|
|
|
14,957,000 |
|
|
|
4,549,000 |
|
|
|
0.60 |
|
|
|
0.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter |
|
$ |
15,354,000 |
|
|
$ |
9,489,000 |
|
|
$ |
2,973,000 |
|
|
$ |
0.40 |
|
|
$ |
0.39 |
|
Second quarter |
|
|
16,130,000 |
|
|
|
10,000,000 |
|
|
|
3,146,000 |
|
|
|
0.42 |
|
|
|
0.41 |
|
Third quarter |
|
|
17,819,000 |
|
|
|
10,856,000 |
|
|
|
3,114,000 |
|
|
|
0.41 |
|
|
|
0.40 |
|
Fourth quarter |
|
|
19,719,000 |
|
|
|
12,082,000 |
|
|
|
4,488,000 |
|
|
|
0.59 |
|
|
|
0.58 |
|
NOTE 19 MERCANTILE BANK CORPORATION (PARENT COMPANY ONLY)
CONDENSED FINANCIAL STATEMENTS
Following are condensed parent company only financial statements.
CONDENSED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,323,000 |
|
|
$ |
2,045,000 |
|
Investment in bank subsidiary |
|
|
200,300,000 |
|
|
|
183,707,000 |
|
Other assets |
|
|
2,890,000 |
|
|
|
2,898,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
205,513,000 |
|
|
$ |
188,650,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Liabilities |
|
$ |
608,000 |
|
|
$ |
535,000 |
|
Subordinated debentures |
|
|
32,990,000 |
|
|
|
32,990,000 |
|
Shareholders equity |
|
|
171,915,000 |
|
|
|
155,125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
205,513,000 |
|
|
$ |
188,650,000 |
|
|
|
|
|
|
|
|
(Continued)
F-57
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 19 MERCANTILE BANK CORPORATION (PARENT COMPANY ONLY)
CONDENSED FINANCIAL STATEMENTS (Continued)
CONDENSED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Income |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from subsidiaries |
|
$ |
6,440,000 |
|
|
$ |
4,832,000 |
|
|
$ |
4,032,000 |
|
Other |
|
|
73,000 |
|
|
|
46,000 |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
Total income |
|
|
6,513,000 |
|
|
|
4,878,000 |
|
|
|
4,057,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
2,429,000 |
|
|
|
1,837,000 |
|
|
|
1,402,000 |
|
Other operating expenses |
|
|
1,917,000 |
|
|
|
942,000 |
|
|
|
1,666,000 |
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
4,346,000 |
|
|
|
2,779,000 |
|
|
|
3,068,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax benefit and equity in
undistributed net income of subsidiary |
|
|
2,167,000 |
|
|
|
2,099,000 |
|
|
|
989,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax benefit |
|
|
(1,392,000 |
) |
|
|
(936,000 |
) |
|
|
(1,051,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed net income of subsidiary |
|
|
16,288,000 |
|
|
|
14,866,000 |
|
|
|
11,681,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
19,847,000 |
|
|
$ |
17,901,000 |
|
|
$ |
13,721,000 |
|
|
|
|
|
|
|
|
|
|
|
(Continued)
F-58
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 19 MERCANTILE BANK CORPORATION (PARENT COMPANY ONLY)
CONDENSED FINANCIAL STATEMENTS (Continued)
CONDENSED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
19,847,000 |
|
|
$ |
17,901,000 |
|
|
$ |
13,721,000 |
|
Adjustments to reconcile net income to net
cash from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed income of subsidiary |
|
|
(16,288,000 |
) |
|
|
(14,866,000 |
) |
|
|
(11,681,000 |
) |
Equity compensation expense |
|
|
242,000 |
|
|
|
0 |
|
|
|
0 |
|
Change in other assets |
|
|
9,000 |
|
|
|
(98,000 |
) |
|
|
553,000 |
|
Change in other liabilities |
|
|
73,000 |
|
|
|
317,000 |
|
|
|
(140,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
3,883,000 |
|
|
|
3,254,000 |
|
|
|
2,453,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net capital investment into subsidiaries |
|
|
0 |
|
|
|
0 |
|
|
|
(16,495,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from investing activities |
|
|
0 |
|
|
|
0 |
|
|
|
(16,495,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of subordinated debentures |
|
|
0 |
|
|
|
0 |
|
|
|
32,990,000 |
|
Pay-off of subordinated debentures |
|
|
0 |
|
|
|
0 |
|
|
|
(16,495,000 |
) |
Stock option exercises, net |
|
|
229,000 |
|
|
|
80,000 |
|
|
|
137,000 |
|
Employee stock purchase plan |
|
|
107,000 |
|
|
|
97,000 |
|
|
|
79,000 |
|
Dividend reinvestment plan |
|
|
98,000 |
|
|
|
159,000 |
|
|
|
123,000 |
|
Cash dividends |
|
|
(4,035,000 |
) |
|
|
(3,185,000 |
) |
|
|
(2,552,000 |
) |
Fractional shares paid |
|
|
(4,000 |
) |
|
|
(4,000 |
) |
|
|
(4,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
|
(3,605,000 |
) |
|
|
(2,853,000 |
) |
|
|
14,278,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
278,000 |
|
|
|
401,000 |
|
|
|
236,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
2,045,000 |
|
|
|
1,644,000 |
|
|
|
1,408,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
2,323,000 |
|
|
$ |
2,045,000 |
|
|
$ |
1,644,000 |
|
|
|
|
|
|
|
|
|
|
|
F-59
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on February 22, 2007.
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MERCANTILE BANK CORPORATION
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/s/ Gerald R. Johnson, Jr.
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Gerald R. Johnson, Jr. |
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Chairman of the Board and Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities indicated
on February 22, 2007.
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/s/ Betty S. Burton
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/s/ Susan K. Jones |
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Betty S. Burton, Director
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Susan K. Jones, Director |
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/s/ David M. Cassard
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/s/ Lawrence W. Larsen |
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David M. Cassard, Director
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Lawrence W. Larsen, Director |
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/s/ Edward J. Clark
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/s/ Calvin D. Murdock |
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Edward J. Clark, Director
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Calvin D. Murdock, Director |
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/s/ Peter A. Cordes
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/s/ Michael H. Price |
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Peter A. Cordes, Director
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Michael H. Price, Director, President
and Chief Operating Officer |
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/s/ C. John Gill
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/s/ Merle J. Prins |
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C. John Gill, Director
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Merle J. Prins, Director |
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/s/ Doyle A. Hayes
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/s/ Dale J. Visser |
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Doyle A. Hayes, Director
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Dale J. Visser, Director |
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/s/ David M. Hecht
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/s/ Donald Williams, Sr. |
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David M. Hecht, Director
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Donald Williams, Sr., Director |
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/s/ Gerald R. Johnson, Jr.
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/s/ Charles E. Christmas |
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Gerald R. Johnson, Jr., Chairman
of the Board and Chief Executive
Officer (principal executive
officer)
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Charles E. Christmas, Senior Vice
President, Chief Financial Officer and
Treasurer (principal financial and
accounting officer) |
EXHIBIT INDEX
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EXHIBIT NO. |
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EXHIBIT DESCRIPTION |
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3.1
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Our Articles of Incorporation are incorporated by reference to
exhibit 3.1 of our Form 10-Q for the quarter ended June 30,
2004 |
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3.2
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Our Amended and Restated Bylaws dated as of January 16, 2003
are incorporated by reference to exhibit 3.2 of our
Registration Statement on Form S-3 (Commission File No.
333-103376) that became effective on February 21, 2003 |
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10.1
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Our 1997 Employee Stock Option Plan is incorporated by
reference to exhibit 10.1 of our Registration Statement on
Form SB-2 (Commission File No. 333-33081) that became
effective on October 23, 1997 * |
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10.2
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Our 2000 Employee Stock Option Plan is incorporated by
reference to exhibit 10.14 of our Form 10-K for the year ended
December 31, 2000 * |
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10.3
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Our 2004 Employee Stock Option Plan is incorporated by
reference to exhibit 10.1 of our Form 10-Q for the quarter
ended September 30, 2004 * |
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10.4
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Form of Stock Option Agreement for options under the 2004
Employee Stock Option Plan is incorporated by reference to
exhibit 10.2 of our Form 10-Q for the quarter ended September 30, 2004 * |
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10.5
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Our Independent Director Stock Option Plan is incorporated by
reference to exhibit 10.26 of our Form 10-K for the year ended
December 31, 2002 * |
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10.6
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Form of Stock Option Agreement for options under the
Independent Director Stock Option Plan is incorporated by
reference to exhibit 10.1 of our Form 8-K dated October 21,
2004 * |
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10.7
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Nonlender Bonus Plan is incorporated by reference to exhibit
10.3 of our Form 10-Q for the quarter ended September 30, 2004 * |
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10.8
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Mercantile Bank of West Michigan Deferred Compensation Plan
for Members of the Board of Directors (1999) is incorporated
by reference to Exhibit 10.6 of the Registration Statement of
the company and our trust on Form SB-2 (Commission File Nos.
333-84313 and 333-84313-01) that became effective on September
13, 1999 * |
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10.9
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Agreement between Fiserv Solutions, Inc. and our bank dated
September 10, 1997, is incorporated by reference to exhibit
10.3 of our Registration Statement on Form SB-2 (Commission
File No. 333-33081) that became effective on October 23, 1997 |
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10.10
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Extension Agreement of Data Processing Contract between Fiserv
Solutions, Inc. and our bank dated May 12, 2000 extending the
agreement between Fiserv Solutions, Inc. and our bank dated
September 10, 1997, is incorporated by reference to exhibit
10.15 of our Form 10-K for the year ended December 31, 2000 |
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10.11
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Extension Agreement of Data Processing Contract between Fiserv
Solutions, Inc. and our bank dated November 22, 2002 extending
the agreement between Fiserv Solutions, Inc. and our bank
dated September 10, 1997, is incorporated by reference to
exhibit 10.5 of our Form 10-K for the year ended December 31,
2002 |
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EXHIBIT NO. |
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EXHIBIT DESCRIPTION |
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10.12
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Amended and Restated Employment Agreement dated as of October
18, 2001, among the company, our bank and Gerald R. Johnson,
Jr., is incorporated by reference to exhibit 10.21 of our Form
10-K for the year ended December 31, 2001 * |
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10.13
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Amended and Restated Employment Agreement dated as of October
18, 2001, among the company, our bank and Michael H. Price, is
incorporated by reference to exhibit 10.22 of our Form 10-K
for the year ended December 31, 2001 * |
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10.14
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Employment Agreement dated as of October 18, 2001, among the
company, our bank and Robert B. Kaminski, Jr., is incorporated
by reference to exhibit 10.23 of our Form 10-K for the year
ended December 31, 2001 * |
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10.15
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Employment Agreement dated as of October 18, 2001, among the
company, our bank and Charles E. Christmas, is incorporated by
reference to exhibit 10.23 of our Form 10-K for the year ended
December 31, 2001 * |
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10.16
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Amendment to Employment Agreement dated as of October 17,
2002, among the company, our bank and Gerald R. Johnson, Jr.,
is incorporated by reference to exhibit 10.21 of our Form 10-K
for the year ended December 31, 2002 * |
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10.17
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Amendment to Employment Agreement dated as of October 17,
2002, among the company, our bank and Michael H. Price, is
incorporated by reference to exhibit 10.22 of our Form 10-K
for the year ended December 31, 2002 * |
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10.18
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Amendment to Employment Agreement dated as of October 17,
2002, among the company, our bank and Robert B. Kaminski, Jr.,
is incorporated by reference to exhibit 10.23 of our Form 10-K
for the year ended December 31, 2002 * |
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10.19
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Amendment to Employment Agreement dated as of October 17,
2002, among the company, our bank and Charles E. Christmas, is
incorporated by reference to exhibit 10.24 of our Form 10-K
for the year ended December 31, 2002 * |
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10.20
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Amendment to Employment Agreement dated as of October 28,
2004, among the company, our bank and Robert B. Kaminski, Jr.,
is incorporated by reference to exhibit 10.21 of our Form 10-K
for the year ended December 31, 2004 * |
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10.21
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Junior Subordinated Indenture between us and Wilmington Trust
Company dated September 16, 2004 providing for the issuance of
the Series A and Series B Floating Rate Junior Subordinated
Notes due 2034 is incorporated by reference to exhibit 10.1 of
our Form 8-K dated December 15, 2004 |
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10.22
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Amended and Restated Trust Agreement dated September 16, 2004
for Mercantile Bank Capital Trust I is incorporated by
reference to exhibit 10.2 of our Form 8-K dated December 15,
2004 |
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10.23
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Placement Agreement between us, Mercantile Bank Capital Trust
I, and SunTrust Capital Markets, Inc. dated September 16, 2004
is incorporated by reference to exhibit 10.3 of our Form 8-K
dated December 15, 2004 |
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10.24
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Guarantee Agreement dated September 16, 2004 between
Mercantile as Guarantor and Wilmington Trust Company as
Guarantee Trustee is incorporated by reference to exhibit 10.4
of our Form 8-K dated December 15, 2004 |
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10.25
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Non-Lender Bonus Plan 2006, is incorporated by reference to
exhibit 10.1 of our Form 8-K dated November 22, 2005 * |
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EXHIBIT NO. |
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EXHIBIT DESCRIPTION |
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10.26
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Form of Agreement Amending Stock Option Agreement, dated
November 17, 2005 issued under our 2004 Employee Stock Option
Plan, is incorporated by reference to exhibit 10.1 of our Form
8-K dated December 12, 2005 * |
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10.27
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Second Amendment to Employment Agreement dated as of November
17, 2005, among the company, our bank and Gerald R. Johnson,
Jr. is incorporated by reference to exhibit 10.28 of our Form
10-K for the year ended December 31, 2005 * |
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10.28
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Second Amendment to Employment Agreement dated as of November
17, 2005, among the company, our bank and Michael H. Price is
incorporated by reference to exhibit 10.29 of our Form 10-K
for the year ended December 31, 2005 * |
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10.29
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Third Amendment to Employment Agreement dated as of November
17, 2005, among the company, our bank and Robert B. Kaminski,
Jr. is incorporated by reference to exhibit 10.30 of our Form
10-K for the year ended December 31, 2005 * |
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10.30
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Second Amendment to Employment Agreement dated as of November
17, 2005, among the company, our bank and Charles E. Christmas
is incorporated by reference to exhibit 10.31 of our Form 10-K
for the year ended December 31, 2005 * |
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10.31
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Form of Mercantile Bank of Michigan Executive Deferred
Compensation Agreement, that has been entered into between our
bank and each of Gerald R. Johnson, Jr., Michael H. Price,
Robert B. Kaminski, Jr., Charles E. Christmas, and certain
other officers of our bank is incorporated by reference to
exhibit 10.32 of our Form 10-K for the year ended December 31,
2005 * |
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10.32
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Form of Mercantile Bank of Michigan Split Dollar Agreement
that has been entered into between our bank and each of Gerald
R. Johnson, Jr., Michael H. Price, Robert B. Kaminski, Jr.,
Charles E. Christmas, and certain other officers of our bank
is incorporated by reference to exhibit 10.33 of our Form 10-K
for the year ended December 31, 2005 * |
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10.33
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Director Fee Summary * |
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10.34
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Lease Agreement between our bank and Joe D. Pentecost Trust
dated April 29, 2005 for our East Lansing, Michigan office is
incorporated by reference to exhibit 10.35 of our Form 10-K
for the year ended December 31, 2005 |
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10.35
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Lease Agreement between our bank and The Conlin Company dated
July 12, 2005 for our Ann Arbor, Michigan office is
incorporated by reference to exhibit 10.36 of our Form 10-K
for the year ended December 31, 2005 |
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10.36
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Stock Incentive Plan of 2006 is incorporated by reference to
Appendix A of our proxy statement for our April 27, 2006
annual meeting of shareholders that was filed with the
Securities and Exchange Commission * |
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10.37
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Form of Notice of Grant of Incentive Stock Option and Stock
Option Agreement for incentive stock options granted under our
Stock Incentive Plan of 2006 is incorporated by reference to
exhibit 10.1 of our Form 8-K dated November 22, 2006 * |
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EXHIBIT NO. |
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EXHIBIT DESCRIPTION |
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10.38
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Form of Restricted Stock Award Agreement Notification of Award
and Terms and Conditions of Award for restricted stock under
our Stock Incentive Plan of 2006 is incorporated by reference
to exhibit 10.2 of our Form 8-K dated November 22, 2006 * |
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10.39
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Executive Officer Bonus Plan for 2007 is incorporated by
reference to exhibit 10.1 of our Form 8-K dated January 29,
2007 * |
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21
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Subsidiaries of the company |
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23
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Consent of Independent Registered Public Accounting Firm |
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31
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Rule 13a-14(a) Certifications |
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32.1
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Section 1350 Chief Executive Officer Certification |
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32.2
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Section 1350 Chief Financial Officer Certification |
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Management contract or compensatory plan |