UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 000-26719
MERCANTILE BANK CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3360865
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
310 LEONARD STREET NW, GRAND RAPIDS, MICHIGAN 49504
(Address of principal executive offices) (Zip Code)
(616) 406-3000
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No X
--- ---
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 No X
--- ---
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate 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 registrant's 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. [ ]
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 Accelerated filer X Non-accelerated filer
--- --- ---
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No X
--- ---
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 registrant's most recently completed second
fiscal quarter, was approximately $287.9 million.
As of February 10, 2006, there were issued and outstanding 7,595,287 shares
of the registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2006 annual meeting of shareholders
(Portions of Part III).
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. On February 7, 2002,
Mercantile BIDCO, Inc. ("our BIDCO"), a subsidiary of our bank, was granted a
license by the Michigan Office of Financial and Insurance Services to operate as
a Michigan Business and Industrial Development Company under the Michigan BIDCO
Act of 1986. In 2005, we decided to terminate our BIDCO, and dissolved it in
December of 2005. 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 bank's new main office and Mercantile Bank Corporation's
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 bank's deposits are insured to the maximum
extent permitted by law by the Federal Deposit Insurance Corporation ("FDIC").
Our bank's 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 all branch locations.
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 company's 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 company's 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 BIDCO
Our BIDCO, a wholly-owned subsidiary of our bank, was granted a license by
the Michigan Office of Financial and Insurance Services on February 7, 2002, to
operate our BIDCO as a Michigan Business and Industrial Development Company. Our
BIDCO, a non-depository Michigan financial institution, offered equipment lease
financing, asset based loans, junior debt facilities and other financing where
equity features may be part of the facility pricing. In 2005, we decided to
terminate our BIDCO, and dissolved it in December of 2005. The assets of the
BIDCO, primarily comprised of two commercial loan relationships, were
transferred to our bank.
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 bank's main office and Mercantile Bank Corporation's 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.
3.
THE MERCANTILE TRUST
In 2004 we formed the Mercantile trust, a Delaware business trust.
Mercantile trust's 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. 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 and F-55.
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 Board's 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.
4.
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 prevents us from
borrowing from our bank unless the loans are secured in designated amounts with
specified forms of collateral.
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, 2005, we and our bank employed 244 full-time and 60
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.
5.
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 $2.5 million,
and $7.5 million for our bank's Chairman of the Board and its President and
Chief Executive Officer; however, the $7.5 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 bank's 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.
Working capital loans are often structured as a line of credit and are
reviewed periodically in connection with the borrower's 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 borrower's 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 borrower's
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 borrower's 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
6.
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.
Management believes 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
borrower's periodic income. In addition, consumer lending collections are
dependent on the borrower's 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.
Management believes 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.
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. Administered as part
of the loan and lease review program, virtually all commercial loans and leases
are graded on an eight grade rating system. The rating system utilizes a
standardized grade paradigm that analyzes several critical factors such as cash
flow, management and collateral coverage. Virtually all commercial loans and
leases are graded at inception and later at various intervals. 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 generally only graded once after the loans are 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 exceeding $1.0 million are formally reviewed every twelve to
eighteen months. Credits between $0.5 million and $1.0 million are formally
reviewed every two years, with a random sampling performed on credits under $0.5
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 the opinion of
management, uncertainty exists as to the ultimate collection of principal and
interest. As of December 31, 2005, loans and leases placed in nonaccrual status
totaled $3.6 million, or 0.23% of total loans and leases. As of the same date,
loans and leases past due 90 days or more and still accruing interest totaled
$0.4 million, or 0.03% of total loans and leases. As of December 31, 2005, 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. Management is 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 Management's Discussion and Analysis of
Financial Condition and Results of Operation ("Management's Discussion and
Analysis") beginning on Page F-4 and Note 3 of the Notes to Consolidated
Financial Statements on pages F-44 and F-45 included in this Annual Report.
7.
ALLOWANCE FOR LOAN AND LEASE LOSSES
In each accounting period, the allowance for loan and lease losses
("allowance") is adjusted by management to the amount management believes is
necessary to maintain the allowance at adequate levels. Through its loan and
lease review and credit departments, management attempts to allocate specific
portions of the allowance based on specifically identifiable problem loans and
leases. Management's evaluation of the allowance is further based on, but not
limited to, consideration of internally prepared calculations based upon the
experience of senior management and lending staff making similar loans and
leases in the same community for almost 20 years, 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, our bank's
status as a relatively new banking organization, the rapid loan growth since
inception and commercial lending emphasis is taken into account. Management
believes 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. Management has a policy of requesting and reviewing periodic
financial statements from its commercial loan and lease customers, and
periodically reviews existence of collateral and its value. The primary risk
element considered by management with respect to each consumer and residential
real estate loan is lack of timely payment. Management has a reporting system
that monitors past due loans and has adopted policies to pursue its creditor's
rights in order to preserve our bank's collateral position.
Additional detail regarding the allowance is incorporated by reference to
Management's Discussion and Analysis beginning on Page F-4 and Note 3 of the
Notes to Consolidated Financial Statements of the Company on pages F-44 and F-45
included in this Annual Report.
Although management believes 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 company's 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 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 Bank's 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
bank's Board of Directors may alter the bank's investment policy without
shareholder approval at any time.
Additional detail and information relative to the securities portfolio is
incorporated by reference to Management's Discussion and Analysis beginning on
Page F-4 and Note 2 of the Notes to Consolidated Financial Statements on pages
F-41 through F-43 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
Management's 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 Management's
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 senior managers. 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 option plans. 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 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 management's 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
Board's 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 National 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 2005 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 Company's headquarters and our bank's main office, and houses the
administration function, our bank's commercial lending and review function, our
bank's loan operations function, a full service branch, portions of our bank's
retail lending and business development function and our bank's 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 in Alpine Township, a northwest suburb of Grand Rapids, which opened in
July of 1999. 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
bank's 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 in the
City of Kentwood, a southeast suburb of Grand Rapids, which opened in December
of 2002. 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.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
15.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is quoted on the Nasdaq National Market under the symbol
"MBWM". At February 10, 2006, there were 301 record holders of our common stock.
In addition, we estimate that there were approximately 3,000 beneficial owners
of our common stock who own their shares through brokers or banks.
The following table shows the high and low bid prices for our common stock
as reported by the Nasdaq National Market for the periods indicated, and the
quarterly cash dividends paid by us during those periods. The prices do not
include retail mark-up, mark-down or commission, but have been adjusted for the
5% stock dividends paid on August 1, 2005 and May 3, 2004.
HIGH LOW DIVIDEND
------ ------ --------
2005
First Quarter... $43.35 $36.29 $0.10
Second Quarter.. 43.63 37.13 0.11
Third Quarter... 46.40 39.90 0.11
Fourth Quarter.. 42.90 37.40 0.11
2004
First Quarter... $36.83 $31.32 $0.09
Second Quarter.. 35.42 29.97 0.09
Third Quarter... 34.25 31.18 0.09
Fourth Quarter.. 41.80 32.78 0.09
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 bank's 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 10, 2006, we declared a $0.12 per share cash dividend on our
common stock, payable on March 10, 2006, to record holders as of February 10,
2006. We currently expect to continue to pay a quarterly cash dividend, although
there can be no assurance that we will continue to do so.
On October 10, 2005, we issued 2,000 shares of our common stock to one of
our employees upon their exercise of employee stock options issued under our
1997 Employee Stock Option Plan. We received a weighted average exercise price
of $9.207 per share aggregating $18,414. The exercise price for these shares was
substantially paid by the employee delivering to us common stock of the company
that he already owned having an aggregate value of $18,391, with the difference
paid in cash. The shares issued under the 1997 Employee Stock Option Plan were
issued in reliance on an exemption from registration under the Securities Act of
1933 based on Section 4(2) of that Act, and Regulation D issued under that Act.
16.
Issuer Purchases of Equity Securities
(c) Total Number of
(a) Total Shares Purchased as (d) Maximum Number of
Number of (b) Average Part of Publicly Shares that May Yet Be
Shares Price Paid Per Announced Plans or Purchased Under the
Period Purchased Share Programs Plans or Programs
- ------ --------- -------------- ------------------- ----------------------
October 1 - 31 455 $40.42 0 0
November 1 - 30 0 N/A 0 0
December 1 - 31 0 N/A 0 0
--- ------ --- ---
Total 455 $40.42 0 0
=== ====== === ===
The shares shown in column (a) above as having been purchased were acquired from
one of our employees when he used shares of common stock that he already owned
to pay part of the exercise price when exercising stock options issued under one
of our employee stock option plans.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data on page F-3 in this Annual Report is
incorporated here by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Management's Discussion and Analysis on pages F-4 through F-26 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-23
through F-26 in this Annual Report is incorporated here by reference.
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-27 through F-58 in this Annual Report are incorporated here by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
17.
ITEM 9A. CONTROLS AND PROCEDURES
As of December 31, 2005, 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, 2005. There have been no significant changes in our internal
controls over financial reporting during the quarter ended December 31, 2005,
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, 2005. Our management's
assessment of the effectiveness of our internal control over financial reporting
as of December 31, 2005 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
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information presented under the captions "Information about Directors,
Nominees and Executive Officers" and "Section 16(a) Beneficial Ownership
Compliance" in the definitive Proxy Statement of Mercantile for its April 27,
2006 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 listing standards of
the Nasdaq Stock Market and the rules of the Securities and Exchange Commission.
We have adopted a Code of Ethics that applies to all of our directors,
officers and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, and persons
performing similar functions. The Code of Ethics is posted on our website
(www.mercbank.com). We intend to post amendments to or waivers from our Code of
Ethics, of the type referred to in Item 5.05 of Form 8-K, to the extent
applicable to our principal executive officer, principal financial officer,
principal accounting officer or controller, and persons performing similar
functions, on our website.
18.
ITEM 11. EXECUTIVE COMPENSATION
The information presented under the captions "Director Compensation,"
"Compensation Committee Interlocks and Insider Participation," "Summary
Compensation Table," "Option Grants in 2005," "Aggregated Stock Option Exercises
in 2005 and Year End Option Values" and "Employment Agreements", 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.
The following table summarizes information, as of December 31, 2005,
relating to compensation plans under which equity securities are authorized for
issuance.
Number of securities remaining
available for future issuance
Number of securities to be issued Weighted average exercise price of under equity compensation plans
upon exercise of outstanding outstanding options, warrants and (excluding securities reflected
Plan Category options, warrants and rights rights in column (a))
- ----------------------- --------------------------------- ---------------------------------- -------------------------------
(a) (b) (c)
Equity compensation
plans approved by
security holders (1) 300,443 $ 22.93 231,791
Equity compensation
plans not approved
by security holders 0 0 0
Total 300,443 $ 22.93 231,791
(1) These plans are Mercantile's 1997 Employee Stock Option Plan, 2000 Employee
Stock Option Plan, 2004 Employee Stock Option Plan and Independent Director
Stock Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information presented under the caption "Certain Transactions" in the
Proxy Statement is incorporated here by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information presented under the caption "Fees to Independent Auditors
for 2005 and 2004" in the Proxy Statement is incorporated here by reference.
19.
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 23, 2006
Consolidated Balance Sheets --- December 31, 2005 and 2004
Consolidated Statements of Income for each of the three years in the
period ended December 31, 2005
Consolidated Statements of Changes in Shareholders' Equity for each of
the three years in the period ended December 31, 2005
Consolidated Statements of Cash Flows for each of the three years in
the period ended December 31, 2005
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
(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 *
20.
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
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
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 *
21.
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
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 Agreement between our real estate company and Visser Brothers,
Inc. dated November 20, 2003, on Standard Form of Agreement
Between Owner and Contractor where the basis of payment is a
stipulated sum is incorporated by reference to exhibit 10.22 of
our Form 10-K for the year ended December 31, 2003
10.22 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
10.23 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
10.24 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
10.25 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
10.26 Non-Lender Bonus Plan 2006, is incorporated by reference to
exhibit 10.1 of our Form 8-K dated November 22, 2005 *
10.27 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 *
10.28 Second Amendment to Employment Agreement dated as of November 17,
2005, among the company, our bank and Gerald R. Johnson, Jr. *
10.29 Second Amendment to Employment Agreement dated as of November 17,
2005, among the company, our bank and Michael H. Price *
10.30 Third Amendment to Employment Agreement dated as of November 17,
2005, among the company, our bank and Robert B. Kaminski, Jr. *
10.31 Second Amendment to Employment Agreement dated as of November 17,
2005, among the company, our bank and Charles E. Christmas *
22.
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
10.32 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 *
10.33 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 *
10.34 Director Fee Summary *
10.35 Lease Agreement between our bank and Joe D. Pentecost Trust dated
April 29, 2005 for our East Lansing, Michigan office
10.36 Lease Agreement between our bank and The Conlin Company dated July
12, 2005 for our Ann Arbor, Michigan office
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
23.
MERCANTILE BANK CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
F-1
MERCANTILE BANK CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
CONTENTS
SELECTED FINANCIAL DATA.................................................. F-3
MANAGEMENT'S DISCUSSION AND ANALYSIS..................................... F-4
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM................. F-27
REPORT BY MERCANTILE BANK CORPORATION'S MANAGEMENT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING...................................... F-29
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS........................................... F-30
CONSOLIDATED STATEMENTS OF INCOME..................................... F-31
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY............ F-32
CONSOLIDATED STATEMENTS OF CASH FLOWS................................. F-34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................ F-35
F-2
SELECTED FINANCIAL DATA
2005 2004 2003 2002 2001
---------- ---------- ---------- -------- --------
(In thousands except per share data)
CONSOLIDATED RESULTS OF OPERATIONS:
Interest income $ 102,130 $ 69,022 $ 54,658 $ 47,632 $ 44,619
Interest expense 46,838 26,595 23,395 24,026 28,249
---------- ---------- ---------- -------- --------
Net interest income 55,292 42,427 31,263 23,606 16,370
Provision for loan and lease losses 3,790 4,674 3,800 3,002 2,370
Noninterest income 5,661 4,302 4,409 3,101 1,927
Noninterest expense 31,117 23,198 18,071 12,781 9,454
---------- ---------- ---------- -------- --------
Income before income tax expense 26,046 18,857 13,801 10,924 6,473
Income tax expense 8,145 5,136 3,785 3,167 1,990
---------- ---------- ---------- -------- --------
Net income $ 17,901 $ 13,721 $ 10,016 $ 7,757 $ 4,483
========== ========== ========== ======== ========
CONSOLIDATED BALANCE SHEET DATA:
Total assets $1,838,210 $1,536,119 $1,203,337 $922,360 $699,187
Cash and cash equivalents 36,753 20,811 16,564 28,117 19,938
Securities 181,614 152,965 121,510 96,893 78,818
Loans and leases, net of deferred fees 1,561,812 1,317,124 1,035,963 771,554 587,248
Allowance for loan and lease losses 20,527 17,819 14,379 10,890 8,494
Bank owned life insurance policies 28,071 23,750 16,441 14,876 3,991
Deposits 1,419,352 1,159,181 902,892 754,113 569,077
Securities sold under agreements to repurchase 72,201 56,317 49,545 50,335 36,485
Federal Home Loan Bank advances 130,000 120,000 90,000 15,000 0
Subordinated debentures 32,990 32,990 16,495 16,495 16,495
Shareholders' equity 155,125 141,617 130,201 79,834 71,463
CONSOLIDATED FINANCIAL RATIOS:
Return on average assets 1.05% 0.99% 0.96% 0.97% 0.74%
Return on average shareholders' equity 12.05% 10.16% 10.61% 10.30% 9.05%
Average shareholders' equity to average assets 8.73% 9.79% 9.00% 9.45% 8.21%
Nonperforming loans and leases to total loans and leases 0.26% 0.22% 0.17% 0.10% 0.24%
Allowance for loan and lease losses to total loans and leases 1.31% 1.35% 1.39% 1.41% 1.45%
Tier 1 leverage capital 10.45% 11.53% 12.49% 10.72% 13.00%
Tier 1 leverage risk-based capital 10.82% 11.82% 12.60% 10.85% 13.00%
Total risk-based capital 12.00% 13.03% 13.84% 12.10% 14.25%
PER SHARE DATA:
Net Income:
Basic $ 2.36 $ 1.82 $ 1.57 $ 1.29 $ 1.01
Diluted 2.31 1.78 1.53 1.28 1.00
Book value at end of period 20.44 18.71 17.26 13.33 11.93
Dividends declared 0.43 0.36 0.32 NA NA
Dividend payout ratio 17.79% 18.60% 18.41% NA NA
NA - Not Applicable
F-3
MANAGEMENT'S 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 management's 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 Management's Discussion and Analysis of Financial Condition and Results of
Operations is based on Mercantile Bank Corporation's 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 management's 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 Management's Discussion and Analysis should be read in conjunction with the
consolidated financial statements contained herein. 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 BIDCO, Inc. ("our BIDCO"), 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
bank's 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.
Mercantile Bank Capital Trust I ("the 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, the
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 Bank Corporation. The proceeds of the Series A Preferred Securities
and the Series A Common Securities were used by the Mercantile trust to purchase
$16,495,000 of Series A Floating Rate Notes that were issued by Mercantile Bank
Corporation on September 16, 2004. Mercantile Bank Corporation 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, the 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 Bank Corporation. The
proceeds of the Series B Preferred Securities and the Series B Common Securities
were used by the Mercantile trust to purchase $16,495,000 of Series B Floating
Rate Notes that were issued by Mercantile Bank Corporation 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 the Mercantile trust are the Series A and Series
B Floating Rate Notes, and the only significant liabilities of the Mercantile
trust are the Series A and Series B Preferred Securities. The Series A and
Series B Floating Rate Notes are categorized on the company's consolidated
balance sheet as subordinated debentures and the interest expense is recorded on
the company's consolidated statement of income under interest expense on
long-term borrowings.
Our mortgage company's predecessor, Mercantile Bank Mortgage Company, was formed
to increase the profitability and efficiency of the company's mortgage loan
operations. Mercantile Bank Mortgage Company initiated business on October 24,
2000 from our bank's 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.
F-5
On February 7, 2002 our BIDCO was granted a license by the Michigan Office of
Financial and Insurance Services to operate as a Michigan Business and
Industrial Development Company. Our BIDCO, a non-depository Michigan financial
institution, offered equipment lease financing, asset based loans, junior debt
facilities and other financing where equity features may be part of the facility
pricing. In 2005, we decided to terminate our BIDCO, and dissolved it in
December of 2005. The assets of the BIDCO, primarily comprised of two commercial
loan relationships, were transferred to our bank.
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
bank's new main office and Mercantile Bank Corporation's headquarters.
Construction was completed during the second quarter of 2005.
FINANCIAL CONDITION
We continued to experience significant asset growth during 2005. Assets
increased from $1,536.1 million on December 31, 2004 to $1,838.2 million on
December 31, 2005. This represents an increase in total assets of $302.1
million, or 19.7%. The increase in total assets was primarily comprised of a
$242.0 million increase in net loans and leases and a $28.6 million increase in
securities. The increase in assets was primarily funded by a $260.2 million
increase in deposits, a $15.9 million increase in repurchase agreements and a
$13.5 million increase in shareholders' equity.
EARNING ASSETS
Average earning assets equaled 94.8% of average total assets during 2005,
compared to 95.3% during 2004. Although we experienced significant asset growth
during 2005, 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 88.8% of average earning assets
during 2005, is primarily comprised of commercial loans and leases. Constituting
over 91% of loans and leases and growing by $238.8 million during 2005, the
commercial loan and lease portfolio represents loans to businesses generally
located within our market areas. Approximately 68% 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 rapid 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 lending, while equaling less than 9% of total
loans and leases during 2005, also experienced strong growth; however, while we
expect the residential mortgage loan and consumer loan portfolios to increase in
future periods, given our wholesale banking strategy, the commercial sector of
the lending efforts and resultant assets are expected to remain the dominant
loan portfolio category.
F-6
The following tables present the maturity of total loans outstanding, as of
December 31, 2005, 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 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 $ 183,992,000 $ 37,345,000 $ 5,207,000 $ 226,544,000
Real estate - secured by 1-4 family
properties 65,309,000 49,302,000 13,500,000 128,111,000
Real estate - secured by multi-family
properties 4,756,000 25,086,000 272,000 30,114,000
Real estate - secured by
nonresidential properties 411,197,000 282,490,000 21,276,000 714,963,000
Commercial 384,825,000 64,010,000 6,076,000 454,911,000
Leases 491,000 1,295,000 0 1,786,000
Consumer 1,833,000 3,011,000 539,000 5,383,000
-------------- ------------ ----------- --------------
$1,052,403,000 $462,539,000 $46,870,000 $1,561,812,000
============== ============ =========== ==============
Fixed rate loans $ 62,898,000 $460,652,000 $46,870,000 $ 570,420,000
Floating rate loans 989,505,000 1,887,000 0 991,392,000
-------------- ------------ ----------- --------------
$1,052,403,000 $462,539,000 $46,870,000 $1,561,812,000
============== ============ =========== ==============
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.
The quality of our loan portfolio remains strong, with past due loans and net
loan charge-offs below banking industry averages during 2005. As of December 31,
2005, past due and nonaccrual loans and leases totaled $4.0 million, or 0.26% of
total loans and leases. At December 31, 2004, past due and nonaccrual loans
totaled $2.8 million, or 0.22% of total loans. Net loan and lease charge-offs
during 2005 totaled $1.1 million, or 0.08% of average total loans and leases.
During 2004 net loan and lease charge-offs totaled $1.2 million, or 0.10% of
average total loans and leases. Over 98% of the loan portfolio consists of loans
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 troubled debt
restructurings.
December 31,2005 December 31, 2004 December 31, 2003 December 31, 2002 December 31, 2001
---------------- ----------------- ----------------- ----------------- -----------------
Loans on nonaccrual status $3,601,000 $2,842,000 $ 233,000 $796,000 $382,000
Loans 90 days or more past due
and accruing interest 394,000 0 1,552,000 0 0
Troubled debt restructurings 0 0 0 0 0
---------- ---------- ---------- -------- --------
Total $3,995,000 $2,842,000 $1,785,000 $796,000 $382,000
========== ========== ========== ======== ========
F-7
The following table summarizes changes in the allowance for loan and lease
losses for the past five years.
2005 2004 2003 2002 2001
-------------- -------------- -------------- ------------ ------------
Loan and leases outstanding at year-end $1,561,812,000 $1,317,124,000 $1,035,963,000 $771,554,000 $587,248,000
============== ============== ============== ============ ============
Daily average balance of loans and leases
outstanding $1,432,609,000 $1,177,568,000 $ 887,512,000 $669,781,000 $500,965,000
============== ============== ============== ============ ============
Balance of allowance at beginning of year $ 17,819,000 $ 14,379,000 $ 10,890,000 $ 8,494,000 $ 6,302,000
Loans and leases charged-off:
Commercial, financial and agricultural (718,000) (1,328,000) (471,000) (696,000) (247,000)
Construction and land development (521,000) 0 0 0 0
Leases 0 0 0 0 0
Residential real estate (131,000) (16,000) (26,000) 0 (4,000)
Instalment loans to individuals (22,000) (61,000) (99,000) (10,000) (1,000)
-------------- -------------- -------------- ------------ ------------
Total loans and leases charged-off (1,392,000) (1,405,000) (596,000) (706,000) (252,000)
Recoveries of previously charged-off loans
and leases:
Commercial, financial and agricultural 298,000 150,000 257,000 78,000 73,000
Construction and land development 2,000 0 0 0 0
Leases 0 0 0 0 0
Residential real estate 6,000 0 22,000 4,000 0
Instalment loans to individuals 4,000 21,000 6,000 18,000 1,000
-------------- -------------- -------------- ------------ ------------
Total recoveries 310,000 171,000 285,000 100,000 74,000
-------------- -------------- -------------- ------------ ------------
Net charge-offs (1,082,000) (1,234,000) (311,000) (606,000) (178,000)
Provision for loan and leases losses 3,790,000 4,674,000 3,800,000 3,002,000 2,370,000
-------------- -------------- -------------- ------------ ------------
Balance of allowance at year-end $ 20,527,000 $ 17,819,000 $ 14,379,000 $ 10,890,000 $ 8,494,000
============== ============== ============== ============ ============
Ratio of net charge-offs during the period
to average loans and leases outstanding
during the period (0.08%) (0.10%) (0.04%) (0.09%) (0.04%)
============== ============== ============== ============ ============
Ratio of allowance to loans and leases
outstanding at end of the period 1.31% 1.35% 1.39% 1.41% 1.45%
============== ============== ============== ============ ============
In each accounting period the allowance for loan and lease losses ("allowance")
is adjusted to the amount believed necessary to maintain the allowance at
adequate levels. Through the loan 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,
although 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 rapid commercial
loan and lease growth is taken into account.
The Reserve Analysis, used since the inception of our bank 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,
reserve allocation factors are based upon the loan ratings as determined by our
loan rating paradigm that is administered by our loan review function. For
retail loans, reserve allocation factors are based upon the type of credit.
Adjustments for specific loan relationships, including impaired loans, are made
on a case-by-case basis. The reserve allocation factors are primarily based on
the experience of senior management making similar loans for almost 20 years.
The Reserve Analysis is reviewed regularly by senior management and the Board of
Directors and is adjusted 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, 2005 December 31, 2004 December 31, 2003 December 31, 2002 December 31, 2001
------------------ ------------------ ------------------ ------------------ -----------------
Loan Loan Loan Loan Loan
Amount Portfolio Amount Portfolio Amount Portfolio Amount Portfolio Amount Portfolio
------- --------- ------- --------- ------- --------- ------- --------- ------ ---------
Commercial, financial
and agricultural $16,507 76.9% $15,457 79.8% $12,220 79.0% $ 9,188 77.9% $7,172 81.0%
Construction and land
development 2,868 14.5 1,581 10.3 1,571 11.4 1,143 13.5 785 10.7
Leases 30 0.1 39 0.2 26 0.2 11 0.1 0 NA
Residential real estate 1,020 8.2 557 9.3 450 8.9 443 7.9 453 7.2
Instalment loans to
individuals 102 0.3 185 0.4 112 0.5 105 0.6 84 1.1
Unallocated 0 NA 0 NA 0 NA 0 NA 0 NA
------- ----- ------- ----- ------- ----- ------- ----- ------ -----
Total $20,527 100.0% $17,819 100.0% $14,379 100.0% $10,890 100.0% $8,494 100.0%
======= ===== ======= ===== ======= ===== ======= ===== ====== =====
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 creditor's rights in order to preserve our bank's 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 significant growth during 2005,
increasing from $153.0 million on December 31, 2004 to $181.6 million at
December 31, 2005. During 2005, the securities portfolio equaled 10.7% 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, 2005, the portfolio was comprised of high
credit quality U.S. Government Agency issued bonds (35%), municipal general
obligation and revenue bonds (33%), U.S. Government Agency issued and guaranteed
mortgage-backed securities (27%), Federal Home Loan Bank stock (4%) and a mutual
fund (1%).
F-9
The following table reflects the composition of the securities portfolio.
December 31, 2005 December 31, 2004 December 31, 2003
------------------------- ------------------------- -------------------------
Carrying Carrying Carrying
Value Percentage Value Percentage Value Percentage
------------ ---------- ------------ ---------- ------------ ----------
U.S. Government agency debt
obligations $ 63,712,000 36.7% $ 56,025,000 38.3% $ 34,078,000 29.2%
Mortgage-backed securities 48,237,000 27.7 37,801,000 25.9 37,343,000 32.1
Municipal general obligations 53,685,000 30.9 45,063,000 30.8 38,594,000 33.1
Municipal revenue bonds 7,081,000 4.1 7,278,000 5.0 6,518,000 5.6
Mutual fund 1,012,000 0.6 0 NA 0 NA
------------ ----- ------------ ----- ------------ -----
Total $173,727,000 100.0% $146,167,000 100.0% $116,533,000 100.0%
============ ===== ============ ===== ============ =====
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, 2005 and 2004 was $113.0 million and $93.8 million, respectively.
The net unrealized loss recorded at December 31, 2005 was $2.2 million, while
the net unrealized gain recorded at December 31, 2004 was $0.2 million. 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, 2005 and
2004, held to maturity securities had an amortized cost of $60.8 million and
$52.3 million and a fair value of $62.9 million and $54.6 million, respectively.
The following table shows by class of maturities as of December 31, 2005, 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 7,844,000 4.54%
Over five through ten years 55,868,000 5.05
Over ten years 0 NA
------------ ----
63,712,000 4.99
Obligations of states and political subdivisions
One year or less 906,000 6.88
Over one through five years 8,900,000 6.96
Over five through ten years 10,957,000 6.39
Over ten years 40,003,000 6.48
------------ ----
60,766,000 6.54
Mortgage-backed securities 48,237,000 4.92
Mutual fund 1,012,000 4.01
------------ ----
$173,727,000 5.51%
============ ====
(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 2005, the average balance of these funds equaled 0.5% of average earning
assets. This level is well within our internal policy guidelines and is not
expected to change significantly in the near future.
Cash and due from bank balances increased from $20.7 million at December 31,
2004, to $36.2 million on December 31, 2005, an increase of $15.5 million. The
increase was primarily the result of larger amounts of deposits made by our
deposit customers on the last business day of 2005 when compared to the last
business day of 2004. 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 $36.8 million, or 2.3% of
average assets during 2005, compared to $31.6 million, or 2.4% of average
assets, during 2004.
Net premises and equipment increased from $24.6 million at December 31, 2004, to
$30.2 million on December 31, 2005, an increase of $5.6 million. The increase
primarily reflects the construction costs associated with our new main office
facility in downtown Grand Rapids. Construction was completed during the second
quarter of 2005.
SOURCE OF FUNDS
Our major sources of funds are from deposits, repurchase agreements and Federal
Home Loan Bank ("FHLB") advances. Total deposits increased from $1,159.2 million
at December 31, 2004, to $1,419.4 million on December 31, 2005, an increase of
$260.2 million, or 22.4%. Included within these numbers is the success we
achieved in generating deposit growth from customers located within our market
areas during 2005. Local deposits increased from $388.0 million at December 31,
2004, to $456.5 million on December 31, 2005, an increase of $68.5 million, or
17.7%. 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 $771.2 million at December 31, 2004, to $962.8 million
on December 31, 2005, an increase of $191.6 million, or 24.8%. Repurchase
agreements increased from $56.3 million at December 31, 2004, to $72.2 million
on December 31, 2005, an increase of $15.9 million, or 28.2%. FHLB advances
increased from $120.0 million at December 31, 2004, to $130.0 million on
December 31, 2005, an increase of $10.0 million, or 8.3%. At December 31, 2005,
local deposits and repurchase agreements equaled 32.6% of total funding
liabilities, compared to 33.3% on December 31, 2004.
During 2005 we experienced strong growth in our noninterest-bearing checking
deposit accounts. Comprised primarily of business loan customers,
noninterest-bearing checking deposit accounts grew $19.1 million, or 18.8%, and
equaled 7.2% of average total liabilities during 2005. Interest-bearing checking
accounts increased $2.1 million, or 5.7%, and equaled 2.3% of average total
liabilities during 2005. Money market deposit accounts decreased $0.2 million,
or 1.7%, and equaled 0.6% of average total liabilities during 2005. 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 2005, savings account balances recorded a decrease of $23.1 million, or
17.9%, and equaled 7.3% of average total liabilities. The decline in savings
account balances during 2005 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 2005, growing from $108.7 million at December 31,
2004, to $179.3 million on December 31, 2005, an increase of $70.6 million, or
64.9%. These deposits accounted for 9.0% of average total liabilities during
2005. The growth was primarily attributable to individuals 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 2005, certificates of deposit obtained from customers located outside of
our market areas increased by $191.6 million, and represented 57.7% of average
total liabilities. At December 31, 2005, out-of-area deposits totaled $962.8
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 2005, 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
consumer 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 $15.9 million and equaled 3.9% of average total
liabilities during 2005. 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 have characteristics very similar to that of an
interest-bearing checking deposit account.
FHLB advances increased $10.0 million and equaled 8.4% of average total
liabilities during 2005. 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, 2005 totaled $205.8 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 $13.5 million and equaled 8.7% of average assets
during 2005. The increase was primarily attributable to net income from
operations. Net income from operations totaled $17.9 million during 2005.
Negatively impacting shareholders' equity during 2005 was the payment of cash
dividends, which totaled $3.2 million. Also negatively impacting shareholders'
equity was a $1.5 million mark-to-market adjustment for available for sale
securities as defined in SFAS No. 115.
F-12
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 $2.36 per basic share and $2.31 per diluted share. This earnings
performance compares favorably to net income of $13.7 million, or $1.82 per
basic share and $1.78 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 29.8%. 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 ($1.89 per basic share and $1.85 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.
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.
The following table depicts the average balance, interest earned and paid, and
weighted average rate of our assets, liabilities and shareholders' equity during
2005, 2004 and 2003 (dollars in thousands). 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 $1.1 million, $1.0 million
and $0.8 million in 2005, 2004 and 2003, respectively.
F-13
Years ended December 31,
----------------------------------------------------------------------------------------------------
2005 2004 2003
-------------------------------- ------------------------------- -------------------------------
Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
---------- -------- ------- ---------- -------- ------- ---------- -------- -------
Taxable securities $ 114,097 $ 5,588 4.90% $ 82,107 $ 3,935 4.79% $ 64,957 $ 2,978 4.58%
Tax-exempt
securities 58,005 3,703 6.38 48,322 3,174 6.57 40,695 2,730 6.71
---------- -------- ---------- ------- ---------- -------
Total securities 172,102 9,291 5.40 130,429 7,109 5.45 105,652 5,708 5.40
Loans and leases 1,432,609 93,666 6.54 1,177,568 62,791 5.33 887,512 49,700 5.60
Short-term
investments 582 14 2.41 593 4 0.67 369 1 0.27
Federal funds sold 8,156 266 3.26 5,942 75 1.26 5,083 57 1.12
---------- -------- ---------- ------- ---------- -------
Total earning
assets 1,613,449 103,237 6.40 1,314,532 69,979 5.32 998,616 55,466 5.55
Allowance for loan
and lease losses (19,048) (16,203) (12,471)
Cash and due from
banks 36,827 31,587 23,285
Other non-earning
assets 70,769 49,262 39,767
---------- ---------- ----------
Total assets $1,701,997 $1,379,178 $1,049,197
========== ========== ==========
Interest-bearing
demand deposits $ 36,319 $ 707 1.95% $ 32,994 $ 427 1.29% $ 28,406 $ 353 1.24%
Savings deposits 113,945 2,934 2.57 136,214 2,497 1.83 82,754 1,446 1.75
Money market
accounts 9,478 211 2.23 8,788 129 1.47 8,488 111 1.31
Time deposits 1,036,457 35,032 3.38 780,867 18,733 2.40 652,200 18,197 2.79
---------- -------- ---------- ------- ---------- -------
Total interest-
bearing
deposits 1,196,199 38,884 3.25 958,863 21,786 2.27 771,848 20,107 2.61
Short-term
borrowings 66,814 1,795 2.69 55,816 877 1.57 49,480 712 1.44
Federal Home Loan
Bank advances 131,137 4,200 3.20 112,869 2,471 2.19 46,630 921 1.98
Long-term
borrowings 35,014 1,959 5.59 18,938 1,461 7.71 17,394 1,655 9.51
---------- -------- ---------- ------- ---------- -------
Total interest-
bearing
liabilities 1,429,164 46,838 3.28 1,146,486 26,595 2.32 885,352 23,395 2.64
-------- ------- -------
Demand deposits 111,892 90,534 63,150
Other liabilities 12,352 7,156 6,329
---------- ---------- ----------
Total liabilities 1,553,408 1,244,176 954,831
Average equity 148,589 135,002 94,366
---------- ---------- ----------
Total liabilities
and equity $1,701,997 $1,379,178 $1,049,197
========== ========== ==========
Net interest income $ 56,399 $43,384 $32,071
======== ======= =======
Rate spread 3.12% 3.00% 2.91%
==== ==== ====
Net interest margin 3.50% 3.30% 3.21%
==== ==== ====
F-14
Years ended December 31,
---------------------------------------------------------------------------------
2005 over 2004 2004 over 2003
--------------------------------------- ---------------------------------------
Total Volume Rate Total Volume Rate
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in interest income
Taxable securities $ 1,653,000 $ 1,565,000 $ 88,000 $ 957,000 $ 817,000 $ 140,000
Tax exempt securities 529,000 620,000 (91,000) 444,000 502,000 (58,000)
Loans 30,875,000 15,104,000 15,771,000 13,091,000 15,566,000 (2,475,000)
Short term investments 10,000 0 10,000 3,000 1,000 2,000
Federal funds sold 191,000 36,000 155,000 18,000 10,000 8,000
----------- ----------- ----------- ----------- ----------- -----------
Net change in tax-equivalent
income 33,258,000 17,325,000 15,933,000 14,513,000 16,896,000 (2,383,000)
Increase (decrease) in interest expense
Interest-bearing demand deposits 280,000 47,000 233,000 74,000 59,000 15,000
Savings deposits 437,000 (456,000) 893,000 1,051,000 977,000 74,000
Money market accounts 82,000 11,000 71,000 18,000 4,000 14,000
Time deposits 16,299,000 7,246,000 9,053,000 536,000 3,296,000 (2,760,000)
Short term borrowings 918,000 199,000 719,000 165,000 96,000 69,000
Federal Home Loan Bank advances 1,729,000 448,000 1,281,000 1,550,000 1,440,000 110,000
Long term borrowings 498,000 983,000 (485,000) (194,000) 138,000 (332,000)
----------- ----------- ----------- ------------ ----------- -----------
Net change in interest expense 20,243,000 8,478,000 11,765,000 3,200,000 6,010,000 (2,810,000)
----------- ----------- ----------- ----------- ----------- -----------
Net change in tax-equivalent
net interest income $13,015,000 $ 8,847,000 $ 4,168,000 $11,313,000 $10,886,000 $ 427,000
=========== =========== =========== =========== =========== ===========
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
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.
F-15
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.
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 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 the allowance for loan and lease losses ("allowance")
is adjusted to the amount believed necessary to maintain the allowance at
adequate levels. Through the loan 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,
although 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 rapid commercial
loan and lease growth is taken into account.
F-16
The Reserve Analysis, used since the inception of our bank 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,
reserve allocation factors are based upon the loan ratings as determined by our
loan rating paradigm that is administered by our loan review function. For
retail loans, reserve allocation factors are based upon the type of credit.
Adjustments for specific loan relationships, including impaired loans, are made
on a case-by-case basis. The reserve allocation factors are primarily based on
the experience of senior management making similar loans for almost 20 years.
The Reserve Analysis is reviewed regularly by senior management and the Board of
Directors and is adjusted periodically based upon identifiable trends and
experience.
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%) 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 volume of noninterest costs has increased, the growth of net
interest income and fee income has increased by a much higher degree.
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.
F-17
RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
SUMMARY
We recorded strong earnings performance during 2004. Net income was $13.7
million, or $1.82 per basic share and $1.78 per diluted share. This earnings
performance compares favorably to net income of $10.0 million, or $1.57 per
basic share and $1.53 per diluted share, recorded in 2003. The $3.7 million
improvement in net income represents an increase of 37.0%, while diluted
earnings per share were up 16.1%, with the difference primarily reflecting the
impact of our common stock sale during 2003 and resulting increases in average
common shares outstanding during 2004. The earnings improvement during 2004 over
that of 2003 is primarily attributable to increased net interest income and
improved operating efficiencies resulting from asset growth, strong credit
culture and controlled overhead expenses.
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 ($1.89 per basic share and $1.84 per diluted share),
which represents a 42.5% increase over net income of $10.0 million ($1.57 per
basic share and $1.53 per diluted share) recorded during 2003. We believe
excluding the impact of the one-time charge from 2004 operating results and
performance measures allows a more meaningful comparison of 2004 results to 2003
results; therefore, the following discussion of our results of operations for
the years ended December 31, 2004 and December 31, 2003 includes both GAAP and
non-GAAP facts and figures where appropriate.
The following table shows some of the key performance and equity ratios for the
years ended December 31, 2004 and 2003.
2004 2003
----- -----
Return on average total assets 0.99% 0.96%
Return on average equity 10.16 10.61
Dividend payout ratio 18.60 18.41
Average equity to average assets 9.79 9.00
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 $70.0 million and $26.6 million during 2004, respectively, providing for
net interest income of $43.4 million. This performance compares favorably to
that of 2003 when interest income and interest expense were $55.5 million and
$23.4 million, respectively, providing for net interest income of $32.1 million.
In comparing 2004 with 2003, interest income increased 26.2%, interest expense
was up 13.7% and net interest income increased 35.3%. 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 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 3.21% in 2003 to 3.30% in 2004, an increase of
2.8%.
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 $14.5 million during 2004 from that earned in 2003, totaling
$70.0 million in 2004 compared to $55.5 million in the previous year. The
increase is primarily due to the growth in earning assets, which more than
offset the impact of a lower interest rate environment during 2004 when compared
to 2003. Reflecting the lower interest rates, the yield on average earning
assets decreased from 5.55% recorded in 2003 to 5.32% in 2004.
F-18
The growth in interest income is primarily attributable to an increase in
earning assets. During 2004, earning assets averaged $1,314.5 million, a level
substantially higher than the average earning assets of $998.6 million during
2003. Growth in average total loans and leases, totaling $290.1 million,
comprised 91.8% of the increase in average earnings assets during 2004. Interest
income generated from the loan and lease portfolio increased $13.1 million
during 2004 over the level earned in 2003, comprised of an increase of $15.6
million from the growth in the loan and lease portfolio which was partially
offset by a decrease of $2.5 million due to the decline in the yield earned on
the loan portfolio to 5.33% from 5.60%. The decline in the loan and lease
portfolio yield is primarily due to lower market interest rates during 2004 than
in 2003, and a higher percentage of loans and leases at the lower floating rate
pricing arrangement versus a higher fixed interest rate arrangement.
Growth in the securities portfolio, combined with a slight increase in yield,
also added to the increase in interest income during 2004 over that of 2003.
Average securities increased by $24.7 million in 2004, increasing from $105.7
million in 2003 to $130.4 million in 2004. The growth equated to an increase in
interest income of $1.3 million, while an increase in the yield earned on the
securities portfolio from 5.40% to 5.45% added an additional $0.1 million to
interest income. Interest income earned on federal funds sold increased by
$18,000 due to a $0.9 million increase in the average balance and a slightly
higher yield during 2004.
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 $3.2 million during 2004 from that paid
in 2003, totaling $26.6 million in 2004 compared to $23.4 million in the
previous year. The increase in interest expense is primarily attributable to the
impact of an increase in interest-bearing liabilities during 2004, which was
only partially offset by a lower interest rate environment during 2004 when
compared to 2003. Interest-bearing liabilities averaged $1,146.5 million during
2004, a level substantially higher than the average interest-bearing liabilities
of $885.4 million during 2003. This growth resulted in increased interest
expense of $6.0 million. A decrease in interest expense of $2.8 million was
recorded during 2004 due to lower interest rates on certificates of deposit and
subordinated debentures, which more than offset the impact of higher interest
rates on all other interest-bearing liabilities. The cost of average
interest-bearing liabilities decreased from the 2.64% recorded in 2003 to 2.32%
in 2004.
Growth in average certificates of deposits, totaling $128.7 million, comprised
49.3% of the increase in average interest-bearing liabilities between 2004 and
2003. Average FHLB advances increased $66.2 million, or 25.4% of the increase in
average interest-bearing liabilities. The certificate of deposit growth during
2004 equated to an increase in interest expense of $3.3 million; however, a
decrease in interest expense of $2.8 million was recorded due to the decline in
the average rate paid as higher-rate certificates of deposit matured and were
either renewed or replaced with lower-costing certificates of deposit during
most of 2004. FHLB advance growth during 2004 equated to an increase in interest
expense of $1.4 million, with an increased average rate adding an additional
$0.1 million to interest expense.
Growth in average savings deposits, totaling $53.5 million, equated to an
increase in interest expense of $1.0 million, with an additional interest
expense of $0.1 million recorded due to an increase in the average rate paid
during 2004. Growth in average interest-bearing checking accounts and money
market accounts, totaling a combined $4.9 million, equated to an increase in
interest expense of $0.1 million, with only a nominal amount of additional
interest expense recorded due to a slightly higher average rate paid during
2004. Average short term borrowings, comprised of repurchase agreements and
federal funds purchased, increased $6.3 million during 2004, resulting in
increased interest expense of $0.1 million, with an additional interest expense
of $0.1 million recorded due to an increase in the average rate paid during
2004.
Growth of $1.5 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 $0.1
million during 2004; however, a decline in the average rate paid on subordinated
debentures resulting from the September 2004 refinance equated to a $0.3 million
reduction of interest expense during 2004.
F-19
PROVISION FOR LOAN AND LEASE LOSSES
Primarily reflecting continued loan and lease growth, combined with an increase
in net loan and lease losses, the provision for loan and lease losses totaled
$4.7 million during 2004, compared to the $3.8 million expensed during 2003. The
allowance as a percentage of total loans outstanding as of December 31, 2004 was
1.35%, compared to 1.39% at year-end 2003. Loan and lease growth during 2004
equaled $281.2 million, compared to loan and lease growth of $264.4 million
during 2003. Net loan and lease charge-offs during 2004 totaled $1.2 million, or
0.10% of average total loans and leases. Net loan and lease charge-offs during
2003 totaled $0.3 million, or 0.04% of average total loans and leases.
In each accounting period the allowance is adjusted to the amount believed
necessary to maintain the allowance at adequate levels. Through the loan 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, although 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 rapid commercial loan and lease growth is taken into account.
The Reserve Analysis, used since the inception of our bank 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,
reserve allocation factors are based upon the loan ratings as determined by our
loan rating paradigm that is administered by our loan review function. For
retail loans, reserve allocation factors are based upon the type of credit.
Adjustments for specific loan relationships, including impaired loans, are made
on a case-by-case basis. The reserve allocation factors are primarily based on
the experience of senior management making similar loans for almost 20 years.
The Reserve Analysis is reviewed regularly by senior management and the Board of
Directors and is adjusted periodically based upon identifiable trends and
experience.
NONINTEREST INCOME
Noninterest income totaled $4.3 million in 2004, a slight decline from the $4.4
million earned in 2003. Increased fee income on virtually all
non-mortgage-related products and services was just shy of offsetting a large
decline in residential mortgage-related fee income. Deposit and repurchase
agreement service charges increased $0.1 million in 2004 from the amount earned
in 2003, primarily reflecting the growth in the number of deposit accounts and
modest increases in the deposit fee structure which was partially offset by a
lower deposit earnings credit rate during 2004. Fees on commercial letters of
credit increased during 2004 when compared to 2003, although the increase
generally reflects the change in recognizing the fees that occurred in early
2003 whereby fees had to be recognized into income over the life of the letter
of credit instead of immediately upon issuing the letter of credit, rather than
an increase in the level of letters of credit outstanding. Reflecting a decrease
in volume of refinance activity resulting from a higher interest rate
environment, fees earned on referring residential mortgage loan applicants to
various third parties totaled $0.4 million in 2004, down from the $1.0 million
earned in 2003. Aggregate net gains on the sale of loans and securities during
2004 virtually equaled the level of net gains on the sale of loans and
securities during 2003.
NONINTEREST EXPENSE
Noninterest expense during 2004 totaled $23.2 million, an increase of 28.4% over
the $18.1 million expensed in 2003. Of the $5.1 million growth in overhead
costs, $2.6 million (51.0%) was in salaries and benefits, which primarily
reflects the increase in full-time equivalent employees from 161 at year-end
2003 to 194 at year-end 2004 and annual pay increases. Occupancy, furniture and
equipment costs increased $0.3 million (11.9%) in 2004 over that expensed in
2003, primarily reflecting the opening of our Holland banking office in October
of 2004 and our increased staffing level.
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, an increase of 23.7% over the $18.1 million expensed
in 2003.
F-20
While the dollar volume of noninterest costs has increased, the growth of net
interest income and fee income has increased by a much higher degree.
Noninterest costs during 2004 were $5.1 million higher than the level of
overhead costs expensed during 2003; however, net interest income and fee income
increased a combined $11.1 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, reflected improvement during 2004 and remained
well below banking industry averages. Computed by dividing noninterest expenses
by net interest income plus noninterest income, the efficiency ratio was 49.6%
during 2004, compared to 50.7% during 2003. If the one-time write-off addressed
above is excluded from the calculation, our 2004 efficiency ratio improves to
47.8%.
FEDERAL INCOME TAX EXPENSE
Federal income tax expense was $5.1 million in 2004, an increase of $1.4
million, or 35.7% over the $3.8 million expensed during 2003. The increase is
primarily due to the growth in our pre-federal income tax profitability. Our
effective tax rate in 2004 was 27.2%, compared to 27.4% in 2003.
CAPITAL RESOURCES
Shareholders' equity is a noninterest-bearing source of funds that provides
support for our asset growth. Shareholders' equity was $155.1 million and $141.6
million at December 31, 2005 and 2004, respectively. The $13.5 million increase
during 2005 is primarily attributable to net income from operations. Net income
from operations totaled $17.9 million during 2005. Negatively impacting
shareholders' equity during 2005 was the payment of cash dividends, which
totaled $3.2 million. Also negatively impacting shareholders' equity was a $1.5
million mark-to-market adjustment for available for sale securities as defined
in SFAS No. 115.
We and our bank are subject to regulatory capital requirements administered by
the State of Michigan 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 bank's capital ratios
as of December 31, 2005 and 2004 are disclosed under Note 16 on pages F-54 and
F-55 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 July
6, 2005, we declared a 5% common stock dividend, payable on August 1, 2005 to
record holders as of July 18, 2005. This represented the fifth straight year we
had declared and paid a 5% stock dividend. Also, during 2005, we paid a cash
dividend on our common stock each calendar quarter. These cash dividends totaled
$0.43 per share for 2005, and $3.2 million in aggregate amount. On January 10,
2006, we declared a $0.12 per common share cash dividend that will be paid on
March 10, 2006 to shareholders of record on February 10, 2006.
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.
F-21
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.
Although net deposit and repurchase agreement growth from depositors located in
our market areas increased by $84.4 million, or 19.0%, during 2005, the growth
was not sufficient to meet the substantial loan growth of $244.7 million and
provide monies for additional investing activities. 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, 2005, out-of-area
deposits totaled $962.4 million, or 64.6% of combined deposits and repurchase
agreements, an increase in dollar volume from the $771.2 million outstanding,
and an increase from the 63.4% level of combined deposits and repurchase
agreements, as of December 31, 2004.
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, 2005, advances
totaled $130.0 million, compared to $120.0 million outstanding as of December
31, 2004. Our borrowing line of credit at December 31, 2005 totaled $205.8
million, with availability of approximately $64.1 million.
We have the ability to borrow money on a daily basis through correspondent banks
using established federal funds purchased lines. During 2005, our federal funds
purchased position averaged $6.1 million, compared to an average federal funds
sold position of $8.2 million. At December 31, 2005, our established unsecured
federal funds purchased lines totaled $62.0 million.
The following table reflects, as of December 31, 2005, 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 $277,211,000 $ 0 $ 0 $ 0 $ 277,211,000
Certificates of deposits 787,954,000 312,119,000 42,068,000 0 1,142,141,000
Short term borrowings 81,801,000 0 0 0 81,801,000
Federal Home Loan Bank advances 100,000,000 30,000,000 0 0 130,000,000
Subordinated debentures 0 0 0 32,990,000 32,990,000
Other borrowed money 0 0 0 2,347,000 2,347,000
Operating leases 262,000 347,000 225,000 0 834,000
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, 2005, we had a total of $433.0 million in
unfunded loan commitments and $59.0 million in unfunded standby letters of
credit. Of the total unfunded loan commitments, $349.7 million were commitments
available as lines of credit to be drawn at any time as customers' cash needs
vary, and $83.3 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.
31-Dec-05 31-Dec-04 31-Dec-03
------------ ------------ ------------
Commercial unused lines of credit $303,115,000 $226,935,000 $176,943,000
Unused lines of credit secured by 1-4
family residential properties 27,830,000 24,988,000 19,020,000
Credit card unused lines of credit 7,971,000 8,307,000 8,990,000
Other consumer unused lines of credit 10,791,000 5,155,000 5,569,000
Commitments to make loans 83,280,000 55,440,000 73,570,000
Standby letters of credit 59,058,000 56,464,000 57,918,000
------------ ------------ ------------
Total $492,045,000 $377,289,000 $342,010,000
============ ============ ============
F-22
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 are 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.
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.
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 (20,527) (20,527)
Other assets 0 0 0 114,766 114,766
---------- --------- -------- -------- ----------
Total assets 1,020,366 42,487 494,634 280,723 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 0 120,828 120,828
Other liabilities 0 0 0 16,595 16,595
---------- --------- -------- -------- ----------
Total liabilities 584,347 577,127 384,188 137,423 1,683,085
Shareholders' equity 0 0 0 155,125 155,125
---------- --------- -------- -------- ----------
Total sources of funds 584,347 577,127 384,188 292,548 1,838,210
---------- --------- -------- -------- ----------
Net asset (liability) GAP $ 436,019 $(534,640) $110,446 $(11,825)
========== ========= ======== ========
Cumulative GAP $ 436,019 $ (98,621) $ 11,825
========== ========= ========
Percent of cumulative GAP to
total assets 23.7% (5.4%) 0.6%
========== ========= ========
(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.
F-24
The following table depicts our GAP position as of December 31, 2004 (dollars in
thousands).
Within Three to One to After
Three Twelve Five Five
Months Months Years Years Total
-------- --------- -------- -------- ----------
Assets:
Commercial loans (1) $884,981 $ 20,595 $256,722 $ 24,620 $1,186,918
Leases 335 32 2,206 0 2,573
Residential real estate loans 76,084 2,286 31,274 12,991 122,635
Consumer loans 1,578 192 3,174 54 4,998
Securities (2) 6,798 1,134 20,547 124,486 152,965
Short term investments 149 0 0 0 149
Allowance for loan and lease losses 0 0 0 (17,819) (17,819)
Other assets 0 0 0 83,700 83,700
-------- --------- -------- -------- ----------
Total assets 969,925 24,239 313,923 228,032 1,536,119
Liabilities:
Interest-bearing checking 37,649 0 0 0 37,649
Savings 129,374 0 0 0 129,374
Money market accounts 10,528 0 0 0 10,528
Time deposits under $100,000 27,688 33,846 38,258 0 99,792
Time deposits $100,000 and over 181,526 365,994 232,576 0 780,096
Short term borrowings 71,317 0 0 0 71,317
Federal Home Loan Bank advances 25,000 50,000 45,000 0 120,000
Long term borrowings 34,599 0 0 0 34,599
Noninterest-bearing checking 0 0 0 101,742 101,742
Other liabilities 0 0 0 9,405 9,405
-------- --------- -------- -------- ----------
Total liabilities 517,681 449,840 315,834 111,147 1,394,502
Shareholders' equity 141,617 141,617
-------- --------- -------- -------- ----------
Total sources of funds 517,681 449,840 315,834 252,764 1,536,119
-------- --------- -------- -------- ----------
Net asset (liability) GAP $452,244 $(425,601) $ (1,911) $(24,732)
======== ========= ======== ========
Cumulative GAP $452,244 $ 26,643 $ 24,732
======== ========= ========
Percent of cumulative GAP to
total assets 29.4% 1.7% 1.6%
======== ========= ========
(1) Floating rate loans that are currently at interest rate floors 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, 2004.
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-25
We conducted multiple simulations as of December 31, 2005, 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 $(4,952,000) (8.7)%
Interest rates down 100 basis points (3,664,000) (6.4)
No change in interest rates (2,385,000) (4.2)
Interest rates up 100 basis points (410,000) (0.7)
Interest rates up 200 basis points 1,551,000 2.7
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-26
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, 2005 and 2004, 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, 2005. These financial
statements are the responsibility of Mercantile's 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, 2005 and 2004, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
2005 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
Corporation's internal control over financial reporting as of December 31, 2005,
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 23, 2006 expressed an unqualified opinion thereon.
/s/ Crowe Chizek and Company LLC
----------------------------------------
Crowe Chizek and Company LLC
Grand Rapids, Michigan
February 23, 2006
F-27
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Mercantile Bank Corporation
Grand Rapids, Michigan
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that
Mercantile Bank Corporation maintained effective internal control over financial
reporting as of December 31, 2005, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Mercantile Bank Corporation's
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
management's assessment and an opinion on the effectiveness of the company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public 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 management's 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 company's 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 company's 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 company's
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, management's assessment that Mercantile Bank Corporation
maintained effective internal control over financial reporting as of December
31, 2005, 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, 2005,
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 23, 2006
expressed an unqualified opinion on those consolidated financial statements.
/s/ Crowe Chizek and Company LLC
----------------------------------------
Crowe Chizek and Company LLC
Grand Rapids, Michigan
February 23, 2006
F-28
February 23, 2006
REPORT BY MERCANTILE BANK CORPORATION'S 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. The system contains monitoring
mechanisms, and actions are taken to correct deficiencies identified. 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 Company's systems of internal control over financial
reporting presented in conformity with generally accepted principles as of
December 31, 2005. 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, 2005, Mercantile Bank Corporation maintained effective control over
financial reporting presented in conformity with generally accepted accounting
principles based on those criteria.
The Company's independent auditors have issued an audit report on our assessment
of the Company's internal control over financial reporting.
Mercantile Bank Corporation
/s/ Gerald R. Johnson, Jr.
- -------------------------------------
Gerald R. Johnson, Jr.
Chairman and Chief Executive Officer
/s/ Charles E. Christmas
- -------------------------------------
Charles E. Christmas
Senior Vice President -
Chief Financial Officer
F-29
MERCANTILE BANK CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2004
2005 2004
-------------- --------------
ASSETS
Cash and due from banks $ 36,208,000 $ 20,662,000
Short term investments 545,000 149,000
-------------- --------------
Total cash and cash equivalents 36,753,000 20,811,000
Securities available for sale 112,961,000 93,826,000
Securities held to maturity (fair value of $62,850,000 at
December 31, 2005 and $54,621,000 at December 31, 2004) 60,766,000 52,341,000
Federal Home Loan Bank stock 7,887,000 6,798,000
Total loans and leases 1,561,812,000 1,317,124,000
Allowance for loan and lease losses (20,527,000) (17,819,000)
-------------- --------------
Total loans and leases, net 1,541,285,000 1,299,305,000
Premises and equipment, net 30,206,000 24,572,000
Bank owned life insurance policies 28,071,000 23,750,000
Accrued interest receivable 8,274,000 5,644,000
Other assets 12,007,000 9,072,000
-------------- --------------
Total assets $1,838,210,000 $1,536,119,000
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 120,828,000 $ 101,742,000
Interest-bearing 1,298,524,000 1,057,439,000
-------------- --------------
Total 1,419,352,000 1,159,181,000
Securities sold under agreements to repurchase 72,201,000 56,317,000
Federal funds purchased 9,600,000 15,000,000
Federal Home Loan Bank advances 130,000,000 120,000,000
Subordinated debentures 32,990,000 32,990,000
Other borrowed money 2,347,000 1,609,000
Accrued expenses and other liabilities 16,595,000 9,405,000
-------------- --------------
Total liabilities 1,683,085,000 1,394,502,000
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; 7,590,526 and 7,192,461 shares issued
and outstanding at December 31, 2005 and 2004 148,533,000 131,010,000
Retained earnings 8,000,000 10,475,000
Accumulated other comprehensive income (loss) (1,408,000) 132,000
-------------- --------------
Total shareholders' equity 155,125,000 141,617,000
-------------- --------------
Total liabilities and shareholders' equity $1,838,210,000 $1,536,119,000
============== ==============
See accompanying notes to consolidated financial statements.
F-30
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 2005, 2004 and 2003
2005 2004 2003
------------ ----------- -----------
Interest income
Loans and leases, including fees $ 93,666,000 $62,791,000 $49,700,000
Securities, taxable 5,588,000 3,935,000 2,978,000
Securities, tax-exempt 2,596,000 2,217,000 1,922,000
Federal funds sold 266,000 75,000 57,000
Short-term investments 14,000 4,000 1,000
------------ ----------- -----------
Total interest income 102,130,000 69,022,000 54,658,000
Interest expense
Deposits 38,884,000 21,786,000 20,107,000
Short-term borrowings 1,795,000 877,000 712,000
Federal Home Loan Bank advances 4,200,000 2,471,000 921,000
Long-term borrowings 1,959,000 1,461,000 1,655,000
------------ ----------- -----------
Total interest expense 46,838,000 26,595,000 23,395,000
------------ ----------- -----------
NET INTEREST INCOME 55,292,000 42,427,000 31,263,000
Provision for loan and lease losses 3,790,000 4,674,000 3,800,000
------------ ----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES 51,502,000 37,753,000 27,463,000
Noninterest income
Service charges on accounts 1,391,000 1,255,000 1,178,000
Increase in cash surrender value of bank owned life
insurance policies 997,000 735,000 780,000
Letter of credit fees 422,000 450,000 189,000
Residential mortgage banking fees 634,000 440,000 987,000
Gain on sale of commercial loans 84,000 225,000 0
Gain on sale of securities 0 78,000 321,000
Other income 2,133,000 1,119,000 954,000
------------ ----------- -----------
Total noninterest income 5,661,000 4,302,000 4,409,000
Noninterest expense
Salaries and benefits 18,635,000 13,956,000 11,371,000
Occupancy 2,641,000 1,588,000 1,386,000
Furniture and equipment 1,667,000 1,093,000 1,009,000
Data processing 1,186,000 880,000 822,000
Advertising 554,000 465,000 325,000
Other expense 6,434,000 5,216,000 3,158,000
------------ ----------- -----------
Total noninterest expenses 31,117,000 23,198,000 18,071,000
------------ ----------- -----------
INCOME BEFORE FEDERAL INCOME TAX EXPENSE 26,046,000 18,857,000 13,801,000
Federal income tax expense 8,145,000 5,136,000 3,785,000
------------ ----------- -----------
NET INCOME $ 17,901,000 $13,721,000 $10,016,000
============ =========== ===========
Earnings per share:
Basic $ 2.36 $ 1.82 $ 1.57
============ =========== ===========
Diluted $ 2.31 $ 1.78 $ 1.53
============ =========== ===========
See accompanying notes to consolidated financial statements.
F-31
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 2005, 2004 and 2003
Accumulated Other Total
Common Retained Comprehensive Shareholders'
Stock Earnings Income/(Loss) Equity
------------ ------------ ----------------- -------------
BALANCES, JANUARY 1, 2003 $ 75,530,000 $ 3,250,000 $1,054,000 $ 79,834,000
Sale of common stock, net of issuance
costs, 1,515,502 shares 42,818,000 42,818,000
Employee stock purchase plan, 2,072 shares 57,000 57,000
Dividend reinvestment plan, 4,078 shares 119,000 119,000
Stock option exercises, 33,503 shares 301,000 301,000
Stock tendered for stock option
exercises, 11,436 shares (265,000) (265,000)
Cash dividends ($0.32 per share) (1,845,000) (1,845,000)
Comprehensive income:
Net income 10,016,000 10,016,000
Change in net unrealized gain on securities
available for sale, net of reclassifications
and tax effect (834,000) (834,000)
------------
Total comprehensive income 9,182,000
------------ ------------ ------------ ------------
BALANCES, DECEMBER 31, 2003 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, 2,275 shares 79,000 79,000
Dividend reinvestment plan, 3,576 shares 123,000 123,000
Stock option exercises, 54,304 shares 524,000 524,000
Stock tendered for stock option
exercises, 11,484 shares (387,000) (387,000)
Cash dividends ($0.36 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
See accompanying notes to consolidated financial statements.
F-32
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)
Years ended December 31, 2005, 2004 and 2003
Accumulated Other Total
Common Retained Comprehensive Shareholders'
Stock Earnings Income/(Loss) Equity
------------ ------------ ----------------- -------------
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, 2,373 shares 97,000 97,000
Dividend reinvestment plan, 3,904 shares 159,000 159,000
Stock option exercises, 39,898 shares 396,000 396,000
Stock tendered for stock option
exercises, 7,660 shares (316,000) (316,000)
Cash dividends ($0.43 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-33
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2005, 2004 and 2003
2005 2004 2003
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 17,901,000 $ 13,721,000 $ 10,016,000
Adjustments to reconcile net income
to net cash from operating activities
Depreciation and amortization 2,555,000 1,699,000 1,948,000
Provision for loan and lease losses 3,790,000 4,674,000 3,800,000
Federal Home Loan Bank stock dividends (146,000) (72,000) 0
Gain on sale of loans (84,000) (225,000) 0
Gain on sale of securities 0 (78,000) (321,000)
Net change in
Accrued interest receivable (2,630,000) (1,546,000) (762,000)
Bank owned life insurance policies (997,000) (735,000) (780,000)
Other assets (2,537,000) (1,478,000) (1,377,000)
Accrued expenses and other liabilities 7,190,000 2,315,000 1,083,000
------------- ------------- -------------
Net cash from operating activities 25,042,000 18,275,000 13,607,000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of:
Securities available for sale (38,217,000) (54,718,000) (58,388,000)
Securities held to maturity (10,065,000) (8,521,000) (10,126,000)
Federal Home Loan Bank stock (943,000) (1,749,000) (4,191,000)
Proceeds from:
Sales of securities available for sale 0 1,748,000 15,983,000
Maturities, calls and repayments of
securities available for sale 16,686,000 30,382,000 29,153,000
Maturities, calls and repayments of
securities held to maturity 1,586,000 1,256,000 1,495,000
Loan originations and payments, net (245,686,000) (282,170,000) (264,720,000)
Purchases of premises and equipment, net (7,677,000) (10,516,000) (4,293,000)
Purchases of bank owned life insurance policies (3,324,000) (6,574,000) (785,000)
------------- ------------- -------------
Net cash from investing activities (287,640,000) (330,862,000) (295,872,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 260,171,000 256,289,000 148,779,000
Net increase/(decrease) in securities sold under
agreements to repurchase 15,884,000 6,772,000 (790,000)
Proceeds from Federal Home Loan Bank advances 75,000,000 75,000,000 95,000,000
Pay-off of Federal Home Loan Bank advances (65,000,000) (45,000,000) (20,000,000)
Proceeds from issuance of subordinated debentures 0 32,990,000 0
Pay-off of subordinated debentures 0 (16,495,000) 0
Net increase in other borrowed money (4,662,000) 9,495,000 6,538,000
Net proceeds from sale of common stock 0 0 42,818,000
Cash paid in lieu of fractional shares on stock dividend (4,000) (4,000) 0
Employee stock purchase plan 97,000 79,000 57,000
Dividend reinvestment plan 159,000 123,000 119,000
Stock option exercises, net 80,000 137,000 36,000
Cash dividends (3,185,000) (2,552,000) (1,845,000)
------------- ------------- -------------
Net cash from financing activities 278,540,000 316,834,000 270,712,000
------------- ------------- -------------
Net change in cash and cash equivalents 15,942,000 4,247,000 (11,553,000)
Cash and cash equivalents at beginning of period 20,811,000 16,564,000 28,117,000
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 36,753,000 $ 20,811,000 $ 16,564,000
============= ============= =============
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest $ 40,671,000 $ 25,107,000 $ 23,261,000
Federal income tax 8,657,000 6,125,000 4,985,000
See accompanying notes to consolidated financial statements.
F-34
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
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 BIDCO, Inc. ("Mercantile BIDCO"),
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.
Mercantile Bank Capital Trust I ("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, the 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 the 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 the company's consolidated balance sheet
as subordinated debentures and the interest expense is recorded on the company's
consolidated statement of income under interest expense on long-term borrowings.
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
Bank's 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 and consumer assets. Commercial loans and leases are
expected to be repaid from cash flow from operations of businesses. Real estate
loans are secured by both commercial and residential real estate. The Bank's
loan accounts are primarily with customers located in the Grand Rapids, Holland,
Lansing and Ann Arbor metropolitan areas. The Bank's 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 Bank's
primary market areas. Substantially all revenues are derived from banking
products and services and investment securities.
Mercantile Trust was formed during 2004. All of the common securities of this
special purpose trust are owned by Mercantile. Mercantile Trust exists solely to
issue capital securities.
(Continued)
F-35
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Mercantile Bank Mortgage Company was formed during 2000. A subsidiary of the
Bank, Mercantile Bank Mortgage Company had been established to increase the
profitability and efficiency of the mortgage loan operations. Mercantile Bank
Mortgage Company initiated business on October 24, 2000 via the Bank's
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.
On February 7, 2002, Mercantile BIDCO, a wholly-owned subsidiary of the Bank,
was granted a license by the Michigan Office of Financial and Insurance Services
to operate as a Michigan Business and Industrial Development Company, a
non-depository Michigan financial institution. Mercantile BIDCO offered
equipment lease financing, asset based loans, junior debt facilities and other
financing where equity features may be part of the facility pricing. At our
request the license was rescinded and the BIDCO was dissolved in late 2005. The
assets of the BIDCO, primarily comprised of two commercial loan relationships,
were transferred to our Bank.
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
bank's main office and Mercantile Bank Corporation's 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.
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.
(Continued)
F-36
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Interest income includes amortization of purchase premiums or 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) the Company's 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.
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 management's judgment, should be
charged-off.
(Continued)
F-37
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
A loan or lease is considered impaired when, based on current information and
events, it is probable the Company 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 borrower's prior payment record
and the amount of the shortfall in relation to the principal and interest owed.
Impairment is measured on a loan-by-loan basis for commercial loans and leases
and construction loans by either the present value of expected future cash flows
discounted at the loan's effective interest rate, the loan's obtainable market
price or the fair value of collateral if the loan is collateral dependent. Large
groups of smaller balance homogeneous loans are collectively evaluated for
impairment. The Company does not separately identify individual residential and
consumer loans for impairment disclosures.
Transfer 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.
Stock Compensation: Employee compensation expense under stock option plans is
reported using the intrinsic value method. No stock-based compensation cost is
reflected in net income, 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 123, Accounting for Stock-Based Compensation.
(Continued)
F-38
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2005 2004 2003
----------- ----------- -----------
Net income as reported $17,901,000 $13,721,000 $10,016,000
Deduct: Stock-based compensation expense
determined under fair value based method 861,000 323,000 378,000
----------- ----------- -----------
Pro forma net income 17,040,000 13,398,000 9,638,000
Basic earnings per share as reported $ 2.36 $ 1.82 $ 1.57
Pro forma basic earnings per share 2.25 1.78 1.51
Diluted earnings per share as reported $ 2.31 $ 1.78 $ 1.53
Pro forma diluted earnings per share 2.20 1.74 1.48
The pro forma effects are computed using option pricing models, using the
following weighted-average assumptions as of grant date.
2005 2004 2003
------- ------- -------
Risk-free interest rate 4.12% 3.45% 3.25%
Expected option life 7 Years 7 Years 7 Years
Expected stock price volatility 26% 22% 22%
Dividend yield 1% 1% 1%
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.
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.
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.
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 August 1, 2005, May 3, 2004 and February 3, 2003. The
fair value of shares issued in stock dividends is transferred from retained
earnings to common stock.
(Continued)
F-39
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
New Accounting Pronouncements: FAS 123, Revised, requires all public companies
to record compensation cost for stock options provided to employees in return
for employment service. The cost is measured at the fair value of the options
when granted, and this cost is expensed over the employment service period,
which is normally the vesting period of the options. This will apply to awards
granted or modified in fiscal years beginning 2006. Compensation cost will also
be recorded for prior option grants that vest after the date of adoption. The
effect on results of operations will depend on the level of future option grants
and the calculation of the fair value of the options granted at such future
date, as well as the vesting periods provided, and so cannot currently be
predicted. Existing options that will vest after adoption date are expected to
result in additional compensation expense of approximately $200,000 during 2006,
and $27,000 in 2007 and $17,000 in 2008. There will be no significant effect on
financial position as total equity will not change.
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.
Management does not believe there now are such matters that will 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 management monitors 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 Mercantile's financial service operations are
considered by management to be aggregated in one reportable operating segment.
(Continued)
F-40
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
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
------------ ---------- ----------- ------------
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
============ ======== =========== ============
2004
U.S. Government agency
debt obligations $ 55,912,000 $241,000 $ (128,000) $ 56,025,000
Mortgage-backed securities 37,711,000 255,000 (165,000) 37,801,000
------------ -------- ----------- ------------
$ 93,623,000 $496,000 $ (293,000) $ 93,826,000
============ ======== =========== ============
The carrying amount, unrecognized gains and losses, and fair value of securities
held to maturity were as follows:
Gross Gross
Carrying Unrealized Unrealized Fair
Amount Gains Losses Value
----------- ---------- ---------- ------------
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
=========== ========== ========= ===========
2004
Municipal general obligation bonds $45,063,000 $2,066,000 $ (88,000) $47,041,000
Municipal revenue bonds 7,278,000 325,000 (23,000) 7,580,000
----------- ---------- --------- -----------
$52,341,000 $2,391,000 $(111,000) $54,621,000
=========== ========== ========= ===========
(Continued)
F-41
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 2 - SECURITIES (Continued)
Securities with unrealized losses at year-end 2005 and 2004, 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
- ------------------------- ----------- ----------- ----------- --------- ------------ -----------
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)
=========== =========== =========== ========= ============ ===========
2004
U.S. Government agency
debt obligations $ 1,976,000 $ (22,000) $ 3,893,000 $(106,000) $ 5,869,000 $ (128,000)
Mortgage-backed securities 5,666,000 (16,000) 10,532,000 (149,000) 16,198,000 (165,000)
Municipal general
obligation bonds 744,000 (8,000) 2,357,000 (80,000) 3,101,000 (88,000)
Municipal revenue bonds 813,000 (9,000) 536,000 (14,000) 1,349,000 (23,000)
----------- ----------- ----------- --------- ------------ -----------
$ 9,199,000 $ (55,000) $17,318,000 $(349,000) $ 26,517,000 $ (404,000)
=========== =========== =========== ========= ============ ===========
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 issuer's financial
condition, we may consider whether the securities are issued by the federal
government or its agencies, whether downgrades by bond rating agencies have
occurred and the results of reviews of the issuer's financial condition.
At December 31, 2005, $113.4 million in debt securities and a mutual fund have
unrealized losses with aggregate depreciation of 2.0% from the amortized cost
basis. 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-42
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 2 - SECURITIES (Continued)
The amortized cost and fair values of debt securities at year-end 2005, 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,
2005 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 6.88% $ 906,000 $ 912,000 NA $ 0 $ 0
Due from one to five years 6.96 8,900,000 9,243,000 4.54% 7,967,000 7,844,000
Due from five to ten years 6.39 10,957,000 11,289,000 5.05 56,698,000 55,868,000
Due after ten years 6.48 40,003,000 41,406,000 NA 0 0
Mortgage-backed NA 0 0 4.92 49,426,000 48,237,000
Mutual fund NA 0 0 4.01 1,035,000 1,012,000
----------- ----------- ------------ ------------
6.54% $60,766,000 $62,850,000 4.98% $115,126,000 $112,961,000
=========== =========== ============ ============
During 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. During 2003, securities with an aggregate amortized
cost basis of $15.7 million were sold, resulting in a gross realized gain of
$324,000 and a gross realized loss of $3,000.
At year-end 2005 and 2004, the amortized cost of securities issued by the state
of Michigan and all its political subdivisions totaled $60.8 million and $52.3
million, with an estimated market value of $62.9 million and $54.6 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 $81.7 million and $70.9 million at December 31, 2005 and
2004, respectively.
(Continued)
F-43
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 3 - LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES
Year-end loans and leases are as follows:
December 31, 2005 December 31, 2004 Percent
---------------------- ---------------------- Increase/
Balance % Balance % (Decrease)
-------------- ----- -------------- ----- ----------
Real Estate:
Construction and land
development $ 226,544,000 14.5% $ 136,705,000 10.3% 65.7%
Secured by 1 - 4
family properties 128,111,000 8.2 122,635,000 9.3 4.5
Secured by multi-
family properties 30,114,000 2.0 35,183,000 2.7 (14.4)
Secured by
nonresidential properties 714,963,000 45.8 649,415,000 49.3 10.1
Commercial 454,911,000 29.1 365,615,000 27.8 24.4
Leases 1,786,000 0.1 2,573,000 0.2 (30.6)
Consumer 5,383,000 0.3 4,998,000 0.4 7.7
-------------- ----- -------------- ----- -----
$1,561,812,000 100.0% $1,317,124,000 100.0% 18.6%
============== ===== ============== ===== =====
Activity in the allowance for loan and lease losses is as follows:
2005 2004 2003
----------- ----------- -----------
Beginning balance $17,819,000 $14,379,000 $10,890,000
Provision for loan and lease losses 3,790,000 4,674,000 3,800,000
Charge-offs (1,392,000) (1,405,000) (596,000)
Recoveries 310,000 171,000 285,000
----------- ----------- -----------
Ending balance $20,527,000 $17,819,000 $14,379,000
=========== =========== ===========
Impaired loans and leases were as follows:
2005 2004
---------- ----------
Year-end loans with no allocated allowance for loan and lease losses $1,390,000 $ 0
Year-end loans with allocated allowance for loan and lease losses 965,000 2,729,000
---------- ----------
$2,355,000 $2,729,000
========== ==========
Amount of the allowance for loan and lease losses allocated $ 399,000 $ 477,000
Average of impaired loans during the year 2,460,000 2,845,000
The Bank recognized no interest income on impaired loans during 2005, 2004 or
2003. Nonperforming loans include both smaller balance homogenous loans that
are collectively evaluated for impairment and individually classified impaired
loans.
(Continued)
F-44
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 3 - LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES (Continued)
Nonperforming loans and leases were as follows:
2005 2004
---------- ----------
Loans and leases past due over 90 days still accruing interest $ 394,000 $ 0
Nonaccrual loans and leases 3,601,000 2,842,000
---------- ----------
$3,995,000 $2,842,000
========== ==========
Concentrations within the loan portfolio were as follows at year-end:
2005 2004
----------------------------- -----------------------------
Percentage of Percentage of
Balance Loan Portfolio Balance Loan Portfolio
------------ -------------- ------------ --------------
Commercial real estate loans to
lessors of non-residential
buildings $417,470,000 26.7% $364,230,000 27.7%
NOTE 4 - PREMISES AND EQUIPMENT, NET
Year-end premises and equipment are as follows:
2005 2004
----------- -----------
Land and improvements $ 7,135,000 $ 6,482,000
Buildings and leasehold improvements 18,450,000 16,547,000
Furniture and equipment 10,351,000 6,327,000
----------- -----------
35,936,000 29,356,000
Less: accumulated depreciation 5,730,000 4,784,000
----------- -----------
$30,206,000 $24,572,000
=========== ===========
Depreciation expense in 2005, 2004 and 2003 totaled $2,043,000, $1,248,000, and
$1,162,000, 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 $144,000 during 2005. Minimum rent commitments under the operating
leases were as follows, before considering renewal options that generally are
present:
2006 262,000
2007 197,000
2008 150,000
2009 150,000
2010 75,000
-------
Total 834,000
=======
(Continued)
F-45
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 5 - DEPOSITS
Deposits at year-end are summarized as follows:
December 31, 2005 December 31, 2004 Percent
---------------------- ---------------------- Increase/
Balance % Balance % (Decrease)
-------------- ----- -------------- ----- ----------
Noninterest-bearing
demand $ 120,828,000 8.5% $ 101,742,000 8.8% 18.8%
Interest-bearing
checking 39,792,000 2.8 37,649,000 3.2 5.7
Money market 10,344,000 0.7 10,528,000 0.9 (1.7)
Savings 106,247,000 7.5 129,374,000 11.2 (17.9)
Time, under $100,000 23,906,000 1.7 8,963,000 0.8 166.7
Time, $100,000 and
over 155,401,000 11.0 99,760,000 8.6 55.8
-------------- ----- -------------- ----- -----
456,518,000 32.2 388,016,000 33.5 17.7
Out-of-area time,
under $100,000 80,048,000 5.6 90,829,000 7.8 (11.9)
Out-of-area time,
$100,000 and over 882,786,000 62.2 680,336,000 58.7 29.8
-------------- ----- -------------- ----- -----
962,834,000 67.8 771,165,000 66.5 24.9
-------------- ----- -------------- ----- -----
$1,419,352,000 100.0% $1,159,181,000 100.0% 22.4%
============== ===== ============== ===== =====
Out-of-area certificates of deposit consist of certificates obtained from
depositors outside of the primary market area. As of December 31, 2005,
out-of-area certificates of deposit totaling $946.9 million were obtained
through deposit brokers, with the remaining $15.9 million obtained directly from
the depositors.
The following table depicts the maturity distribution for time deposits at
year-end.
2005 2004
-------------- ------------
In one year $ 787,954,000 $609,055,000
In two years 243,652,000 191,079,000
In three years 68,467,000 40,044,000
In four years 33,649,000 21,252,000
In five years 8,419,000 18,458,000
-------------- ------------
$1,142,141,000 $879,888,000
============== ============
The following table depicts the maturity distribution for certificates of
deposit with balances of $100,000 or more at year-end.
2005 2004
-------------- ------------
Up to three months $ 255,351,000 $181,526,000
Three months to six months 186,830,000 136,349,000
Six months to twelve months 278,189,000 229,645,000
Over twelve months 317,817,000 232,576,000
-------------- ------------
$1,038,187,000 $780,096,000
============== ============
(Continued)
F-46
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 6 - SHORT-TERM BORROWINGS
Information relating to short-term borrowings, comprised entirely of securities
sold under agreements to repurchase, at year-end is summarized below:
2005 2004
----------- -----------
Outstanding balance at year-end $72,201,000 $56,317,000
Weighted average interest rate at year-end 3.31% 1.90%
Average daily balance during the year 60,743,000 49,935,000
Weighted average interest rate during the year 2.63% 1.57%
Maximum month end balance during the year 74,639,000 61,678,000
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 $80.7 million and
$69.9 million at year-end 2005 and 2004, respectively.
NOTE 7 - FEDERAL HOME LOAN BANK ADVANCES
At year-end, advances from the Federal Home Loan Bank were as follows.
2005 2004
------------ ------------
Maturities January 2006 through May 2008, fixed rates from
2.13% to 4.92%, averaging 3.68% 120,000,000
Maturities in May 2006, floating rates tied to Libor indices,
averaging 4.42% 10,000,000
Maturities January 2005 through December 2006, fixed rates
from 1.66% to 3.47%, averaging 2.51% 110,000,000
Maturities in May 2006, floating rates tied to Libor indices,
averaging 2.32% 10,000,000
------------ ------------
$130,000,000 $120,000,000
============ ============
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, 2005 totaled $205.8
million.
Maturities over the next five years are:
2006 $100,000,000
2007 25,000,000
2008 5,000,000
2009 0
2010 0
(Continued)
F-47
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 8 - FEDERAL INCOME TAXES
The consolidated provision for income taxes is as follows:
2005 2004 2003
---------- ---------- -----------
Current $9,124,000 $5,981,000 $ 5,153,000
Deferred benefit (979,000) (845,000) (1,253,000)
Effect of restating deferred tax asset @ 35% 0 0 (115,000)
---------- ---------- -----------
Tax expense $8,145,000 $5,136,000 $ 3,785,000
========== ========== ===========
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:
2005 2004 2003
---------- ---------- ----------
Statutory rates $9,116,000 $6,600,000 $4,830,000
Increase (decrease) from
Tax-exempt interest (792,000) (708,000) (606,000)
Life insurance (349,000) (257,000) (273,000)
Effect of tax bracket surcharge 0 0 (100,000)
Rehabilitation tax credits 0 (429,000) 0
Other 170,000 (70,000) (66,000)
---------- ---------- ----------
Tax expense $8,145,000 $5,136,000 $3,785,000
========== ========== ==========
The net deferred tax asset recorded includes the following amounts of deferred
tax assets and liabilities:
2005 2004
---------- ----------
Deferred tax assets
Allowance for loan and lease losses $7,184,000 $6,237,000
Unrealized loss on securities available
for sale 758,000 0
Deferred loan fees 307,000 401,000
Deferred compensation 821,000 563,000
Other 239,000 27,000
---------- ----------
9,309,000 7,228,000
Deferred tax liabilities
Unrealized gain on securities available
for sale 0 71,000
Depreciation 947,000 711,000
Other 515,000 407,000
---------- ----------
1,462,000 1,189,000
---------- ----------
Net deferred tax asset $7,847,000 $6,039,000
========== ==========
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 2005 or 2004.
(Continued)
F-48
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 9 - STOCK OPTION PLANS
Stock option plans are used to reward directors and employees and provide them
with additional equity interest. 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. Stock options granted to
employees are 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. At year-end 2005, there were 231,791 shares authorized for future
option grants. Information about option grants follows.
A summary of the activity in the plan is as follows.
2005 2004 2003
------------------- ------------------- ------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
-------- -------- -------- -------- -------- --------
Outstanding at beginning
of year 295,850 $18.66 306,456 $14.26 299,652 $11.46
Granted 45,750 39.56 44,138 38.25 41,708 30.60
Exercised (39,898) 9.93 (54,304) 9.65 (33,503) 8.98
Forfeited or expired (1,259) 37.12 (440) 29.34 (1,401) 27.48
-------- ------ -------- ------ -------- ------
Outstanding at
end of year 300,443 $22.93 295,850 $18.66 306,456 $14.26
======== ====== ======== ====== ======== ======
Options exercisable
at year-end 257,437 $21.22 230,231 $14.30 250,208 $11.28
======== ====== ======== ====== ======== ======
Fair value of options
granted during year $ 14.22 $ 10.34 $ 7.59
======== ======== ========
Options outstanding at year-end 2005 were as follows:
Outstanding Exercisable
------------------------------------- ---------------------
Weighted Average Weighted Weighted
Remaining Average Average
Range of Contractual Exercise Exercise
Exercise Prices Number Life Price Number Price
- --------------- ------- ---------------- -------- ------- -----------
$ 6.00 - $ 8.00 9,603 1.6 Years $ 7.84 9,603 $ 7.84
$ 8.01 - $10.00 46,360 4.0 Years 9.10 46,360 9.10
$10.01 - $12.00 30,999 2.8 Years 10.68 30,999 10.68
$12.01 - $14.00 33,992 5.8 Years 13.72 33,992 13.72
$16.01 - $18.00 44,856 6.6 Years 17.69 37,584 17.79
$22.01 - $24.00 6,936 6.8 Years 22.25 0 NA
$28.01 - $30.00 32,456 7.8 Years 29.34 32,456 29.34
$36.01 - $38.00 42,666 8.7 Years 37.06 33,693 37.12
$38.01 - $40.00 45,750 9.9 Years 39.56 32,750 39.56
$44.01 - $46.00 6,825 8.8 Years 44.41 0 NA
------- -------
Outstanding at year end 300,443 6.5 Years $22.93 257,437 $21.22
======= =======
(Continued)
F-49
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 9 - STOCK OPTION PLANS (Continued)
Options outstanding at year-end 2005, 2004 and 2003 were as follows:
2005 2004 2003
---------- ---------- ----------
Minimum exercise price $ 7.84 $ 7.84 $ 7.84
Maximum exercise price 44.41 44.41 36.69
Average remaining option term 6.5 Years 6.5 Years 6.5 Years
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 2005 and 2004, the Bank had $14.0 million and $14.2
million in loan commitments to directors and executive officers, of which $8.9
million and $10.2 million were outstanding at year-end 2005 and 2004,
respectively, as reflected in the following table.
2005 2004
----------- -----------
Beginning balance $10,210,000 $ 6,271,000
New loans 761,000 5,209,000
Repayments (2,106,000) (1,270,000)
----------- -----------
Ending balance $ 8,865,000 $10,210,000
=========== ===========
Related party deposits and repurchase agreements totaled $13.3 million and $15.5
million at year-end 2005 and 2004, respectively.
NOTE 11 - COMMITMENTS AND OFF-BALANCE-SHEET RISK
The Bank is a party to financial instruments with off-balance sheet risk in the
normal course of business to meet the financing needs of its 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.
These instruments involve, to varying degrees, elements of credit risk in excess
of the amount recognized, if any, in the balance sheet. The Bank's 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.
The Bank uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments. Collateral, such as
accounts receivable, securities, inventory, property and equipment, is generally
obtained based on management's 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 and $0.2 million at year-end 2005 and 2004,
respectively.
(Continued)
F-50
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 11 - COMMITMENTS AND OFF-BALANCE-SHEET RISK (Continued)
At year-end 2005 and 2004, the rates on existing off-balance sheet instruments
were substantially equivalent to current market rates, considering the
underlying credit standing of the counterparties.
The Bank's maximum exposure to credit losses for loan commitments and standby
letters of credit outstanding at year-end was as follows:
2005 2004
------------ ------------
Commercial unused lines of credit $303,115,000 $226,935,000
Unused lines of credit secured by 1 - 4 family
residential properties 27,830,000 24,988,000
Credit card unused lines of credit 7,971,000 8,307,000
Other consumer unused lines of credit 10,791,000 5,155,000
Commitments to make loans 83,280,000 55,440,000
Standby letters of credit 59,058,000 56,464,000
------------ ------------
$492,045,000 $377,289,000
============ ============
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 7.00% to 8.00%. 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 7.00% to 8.00%. 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.
2005 2004
---------------------- ----------------------
Contract Carrying Contract Carrying
Amount Value Amount Value
----------- -------- ----------- --------
Standby letters of credit $59,058,000 $205,000 $56,464,000 $226,000
The Bank was required to have $8.6 million and $7.7 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 2005 and 2004, respectively. These
balances do not earn interest.
NOTE 12 - BENEFIT PLANS
Mercantile has a 401(k) benefit plan that covers substantially all of its
employees. Mercantile's 2005, 2004 and 2003 matching 401(k) contribution charged
to expense was $554,000, $413,000 and $327,000, respectively. The percent of
Mercantile's 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.
(Continued)
F-51
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 12 - BENEFIT PLANS (Continued)
Mercantile has 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 Mercantile's 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 2005, 2004 and 2003 was $43,000,
$21,000 and $15,000, respectively.
Mercantile has 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 Mercantile's 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 2005, 2004 and 2003 was $79,000, $38,000 and $22,000,
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 the best
interests of Mercantile and to align employees' interests with the interests of
Mercantile's shareholders by permitting employees to purchase shares of
Mercantile 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 Mercantile's 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 Mercantile's
capitalization. The numbers of shares issued under the Stock Purchase Plan
totaled 2,373 and 2,275 in 2005 and 2004, respectively. As of December 31, 2005,
there were 22,220 shares available under the Stock Purchase Plan.
NOTE 13 - FAIR VALUES OF FINANCIAL INSTRUMENTS
Carrying amount and estimated fair values of financial instruments were as
follows at year-end.
2005 2004
------------------------------- -------------------------------
Carrying Fair Carrying Fair
Values Values Values Values
-------------- -------------- -------------- --------------
Financial assets
Cash and cash equivalents $ 36,753,000 $ 36,753,000 $ 20,811,000 $ 20,811,000
Securities available for sale 112,961,000 112,961,000 93,826,000 93,826,000
Securities held to maturity 60,766,000 62,850,000 52,341,000 54,621,000
Federal Home Loan Bank stock 7,887,000 7,887,000 6,798,000 6,798,000
Loans, net 1,541,285,000 1,540,183,000 1,299,305,000 1,316,831,000
Bank owned life insurance policies 28,071,000 28,071,000 23,750,000 23,750,000
Accrued interest receivable 8,274,000 8,274,000 5,644,000 5,644,000
Financial liabilities
Deposits 1,419,352,000 1,413,297,000 1,159,181,000 1,155,016,000
Securities sold under agreements
to repurchase 72,201,000 72,201,000 56,317,000 56,317,000
Federal Home Loan Bank advances 130,000,000 129,942,000 120,000,000 119,936,000
Accrued interest payable 12,465,000 12,465,000 6,297,000 6,297,000
Subordinated debentures 32,990,000 32,990,000 32,990,000 32,990,000
(Continued)
F-52
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 13 - FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)
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.
NOTE 14 - EARNINGS PER SHARE
The factors used in the earnings per share computation follow.
2005 2004 2003
----------- ----------- -----------
Basic
Net income $17,901,000 $13,721,000 $10,016,000
=========== =========== ===========
Weighted average common shares outstanding 7,580,322 7,533,036 6,374,180
----------- ----------- -----------
Basic earnings per common share $ 2.36 $ 1.82 $ 1.57
=========== =========== ===========
Diluted
Net income $17,901,000 $13,721,000 $10,016,000
=========== =========== ===========
Weighted average common shares outstanding for
basic earnings per common share 7,580,322 7,533,036 6,374,180
Add: Dilutive effects of assumed exercises of
stock options 169,358 188,677 152,260
----------- ----------- -----------
Average shares and dilutive potential
common shares 7,749,680 7,721,713 6,526,440
=========== =========== ===========
Diluted earnings per common share $ 2.31 $ 1.78 $ 1.53
=========== =========== ===========
Stock options for 6,825, 48,350 and 37,730 shares of common stock were not
considered in computing diluted earnings per common share for 2005, 2004 and
2003, respectively, because they were antidilutive.
(Continued)
F-53
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
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 the company's consolidated balance sheet
as subordinated debentures and the interest expense is recorded on the company's
consolidated statement of income under interest expense on long-term borrowings.
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. If an
institution is undercapitalized, capital distributions are limited, as is asset
growth and expansion, and plans for capital restoration are required. At
year-end 2005 and 2004, 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 Bank's category.
(Continued)
F-54
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 16 - REGULATORY MATTERS (Continued)
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
-------- ----- -------- ------ -------- -------
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
2004
Total capital (to risk
weighted assets)
Consolidated $191,304 13.0% $117,426 8.0% $ NA NA
Bank 188,075 12.8 117,288 8.0 146,610 10.0%
Tier 1 capital (to risk
weighted assets)
Consolidated 173,485 11.8 58,713 4.0 NA NA
Bank 170,256 11.6 58,644 4.0 87,966 6.0
Tier 1 capital (to average
assets)
Consolidated 173,485 11.5 60,182 4.0 NA NA
Bank 170,256 11.3 60,088 4.0 75,110 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 2005, under the most restrictive of
these regulations (to remain well capitalized), the Bank could distribute
approximately $26.9 million to Mercantile as dividends without prior regulatory
approval.
The capital levels as of year-end 2005 and 2004 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 2005 and 2004, all $32.0
million of the trust preferred securities were included as Tier 1 capital of
Mercantile.
(Continued)
F-55
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 17 - OTHER COMPREHENSIVE INCOME/(LOSS)
Other comprehensive income/(loss) components and related taxes were as follows.
2005 2004 2003
----------- --------- -----------
Unrealized holding gains and losses on
available-for-sale securities $(2,368,000) $(208,000) $(1,586,000)
Reclassification adjustments for gains
and losses later recognized in income 0 (78,000) (321,000)
----------- --------- -----------
Net unrealized gains and losses (2,368,000) (130,000) (1,265,000)
Tax effect of unrealized holding gains and
losses on available-for-sale securities 828,000 70,000 539,000
Tax effect of reclassification adjustments for
gains and losses later recognized in income 0 (28,000) (108,000)
----------- --------- -----------
Other comprehensive income/(loss) $(1,540,000) $ (88,000) $ (834,000)
=========== ========= ===========
NOTE 18 - QUARTERLY FINANCIAL DATA (UNAUDITED)
Earnings per Share
Interest Net Interest Net ---------------------
Income Income Income Basic Fully Diluted
----------- ------------ ---------- ----- -------------
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
2003
First quarter $12,675,000 $ 6,794,000 $2,233,000 $0.37 $0.36
Second quarter 13,433,000 7,511,000 2,540,000 0.43 0.42
Third quarter 13,854,000 8,057,000 2,228,000 0.36 0.35
Fourth quarter 14,696,000 8,949,000 3,015,000 0.41 0.40
(Continued)
F-56
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 19 - MERCANTILE BANK CORPORATION (PARENT COMPANY ONLY) CONDENSED FINANCIAL
STATEMENTS
Following are condensed parent company only financial statements.
CONDENSED BALANCE SHEETS
2005 2004
------------ ------------
ASSETS
Cash and cash equivalents $ 2,045,000 $ 1,644,000
Investment in bank subsidiary 183,707,000 170,389,000
Other assets 2,898,000 2,792,000
------------ ------------
Total assets $188,650,000 $174,825,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities $ 535,000 $ 218,000
Subordinated debentures 32,990,000 32,990,000
Shareholders' equity 155,125,000 141,617,000
------------ ------------
Total liabilities and shareholders' equity $188,650,000 $174,825,000
============ ============
CONDENSED STATEMENTS OF INCOME
2005 2004 2003
----------- ----------- -----------
Income
Dividends from subsidiaries $ 4,832,000 $ 4,032,000 $ 3,455,000
Other 46,000 25,000 14,000
----------- ----------- -----------
Total income 4,878,000 4,057,000 3,469,000
Expenses
Interest expense 1,837,000 1,402,000 1,617,000
Other operating expenses 942,000 1,666,000 611,000
----------- ----------- -----------
Total expenses 2,779,000 3,068,000 2,228,000
----------- ----------- -----------
INCOME BEFORE INCOME TAX BENEFIT AND EQUITY IN
UNDISTRIBUTED NET INCOME OF SUBSIDIARY 2,099,000 989,000 1,241,000
Federal income tax benefit (936,000) (1,051,000) (724,000)
Equity in undistributed net income of subsidiary 14,866,000 11,681,000 8,051,000
----------- ----------- -----------
NET INCOME $17,901,000 $13,721,000 $10,016,000
=========== =========== ===========
(Continued)
F-57
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 19 - MERCANTILE BANK CORPORATION (PARENT COMPANY ONLY) CONDENSED FINANCIAL
STATEMENTS (Continued)
CONDENSED STATEMENT OF CASH FLOWS
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 17,901,000 $ 13,721,000 $ 10,016,000
Adjustments to reconcile net income to net
cash from operating activities
Equity in undistributed income of subsidiary (14,866,000) (11,681,000) (8,051,000)
Change in other assets (98,000) 553,000 95,000
Change in other liabilities 317,000 (140,000) (82,000)
------------ ------------ ------------
Net cash from operating activities 3,254,000 2,453,000 1,978,000
CASH FLOWS FROM INVESTING ACTIVITIES
Net capital investment into subsidiaries 0 (16,495,000) (42,600,000)
------------ ------------ ------------
Net cash from investing activities 0 (16,495,000) (42,600,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock 0 0 42,818,000
Proceeds from the issuance of subordinated debentures 0 32,990,000 0
Pay-off of subordinated debentures 0 (16,495,000) 0
Stock option exercises, net 80,000 137,000 36,000
Employee stock purchase plan 97,000 79,000 57,000
Dividend reinvestment plan 159,000 123,000 119,000
Cash dividends (3,185,000) (2,552,000) (1,845,000)
Fractional shares paid (4,000) (4,000) 0
------------ ------------ ------------
Net cash from financing activities (2,853,000) 14,278,000 41,185,000
------------ ------------ ------------
Net change in cash and cash equivalents 401,000 236,000 563,000
Cash and cash equivalents at beginning of period 1,644,000 1,408,000 845,000
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,045,000 $ 1,644,000 $ 1,408,000
============ ============ ============
F-58
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 23, 2006.
MERCANTILE BANK CORPORATION
/s/ Gerald R. Johnson, Jr.
----------------------------------------
Gerald R. Johnson, Jr.
Chairman of the Board and Chief
Executive Officer
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 23, 2006.
/s/ Betty S. Burton /s/ Susan K. Jones
- ------------------------------------- ----------------------------------------
Betty S. Burton, Director Susan K. Jones, Director
/s/ David M. Cassard /s/ Lawrence W. Larsen
- ------------------------------------- ----------------------------------------
David M. Cassard, Director Lawrence W. Larsen, Director
/s/ Edward J. Clark /s/ Calvin D. Murdock
- ------------------------------------- ----------------------------------------
Edward J. Clark, Director Calvin D. Murdock, Director
/s/ Peter A. Cordes /s/ Michael H. Price
- ------------------------------------- ----------------------------------------
Peter A. Cordes, Director Michael H. Price, Director, President
and Chief Operating Officer
/s/ C. John Gill /s/ Merle J. Prins
- ------------------------------------- ----------------------------------------
C. John Gill, Director Merle J. Prins, Director
/s/ Doyle A. Hayes /s/ Dale J. Visser
- ------------------------------------- ----------------------------------------
Doyle A. Hayes, Director Dale J. Visser, Director
/s/ David M. Hecht /s/ Donald Williams, Sr.
- ------------------------------------- ----------------------------------------
David M. Hecht, Director Donald Williams, Sr., Director
/s/ Gerald R. Johnson, Jr. /s/ Charles E. Christmas
- ------------------------------------- ----------------------------------------
Gerald R. Johnson, Jr., Chairman of Charles E. Christmas, Senior Vice
the Board and Chief Executive President, Chief Financial Officer and
Officer (principal executive officer) Treasurer (principal financial and
accounting officer)
EXHIBIT INDEX
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
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 Agreement between our real estate company and Visser Brothers,
Inc. dated November 20, 2003, on Standard Form of Agreement
Between Owner and Contractor where the basis of payment is a
stipulated sum is incorporated by reference to exhibit 10.22 of
our Form 10-K for the year ended December 31, 2003
10.22 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
10.23 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
10.24 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
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
10.25 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
10.26 Non-Lender Bonus Plan 2006, is incorporated by reference to
exhibit 10.1 of our Form 8-K dated November 22, 2005 *
10.27 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 *
10.28 Second Amendment to Employment Agreement dated as of November 17,
2005, among the company, our bank and Gerald R. Johnson, Jr. *
10.29 Second Amendment to Employment Agreement dated as of November 17,
2005, among the company, our bank and Michael H. Price *
10.30 Third Amendment to Employment Agreement dated as of November 17,
2005, among the company, our bank and Robert B. Kaminski, Jr. *
10.31 Second Amendment to Employment Agreement dated as of November 17,
2005, among the company, our bank and Charles E. Christmas *
10.32 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 *
10.33 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 *
10.34 Director Fee Summary *
10.35 Lease Agreement between our bank and Joe D. Pentecost Trust dated
April 29, 2005 for our East Lansing, Michigan office
10.36 Lease Agreement between our bank and The Conlin Company dated July
12, 2005 for our Ann Arbor, Michigan office
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