e10vq
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2007
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File No. 000-26719
MERCANTILE BANK CORPORATION
(Exact name of registrant as specified in its charter)
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Michigan
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38-3360865 |
(State or other jurisdiction of
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(IRS Employer Identification No.) |
incorporation or organization) |
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310 Leonard Street, NW, Grand Rapids, MI 49504
(Address of principal executive offices) (Zip Code)
(616) 406-3000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large Accelerated filer o Accelerated filer þ Non-Accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
At August 8, 2007, there were 8,477,175 shares of Common Stock outstanding.
MERCANTILE BANK CORPORATION
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
MERCANTILE BANK CORPORATION
CONSOLIDATED BALANCE SHEETS
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June 30, |
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December 31, |
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2007 |
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2006 |
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(Unaudited) |
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ASSETS |
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Cash and due from banks |
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$ |
48,190,000 |
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$ |
51,098,000 |
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Short-term investments |
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251,000 |
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282,000 |
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Total cash and cash equivalents |
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48,441,000 |
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51,380,000 |
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Securities available for sale |
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133,247,000 |
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130,967,000 |
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Securities held to maturity (fair value of $63,585,000 at
June 30, 2007 and $65,025,000 at December 31, 2006) |
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63,664,000 |
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63,943,000 |
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Federal Home Loan Bank stock |
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7,534,000 |
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7,509,000 |
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Total loans and leases |
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1,776,026,000 |
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1,745,478,000 |
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Allowance for loan and lease losses |
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(22,800,000 |
) |
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(21,411,000 |
) |
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Total loans and leases, net |
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1,753,226,000 |
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1,724,067,000 |
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Premises and equipment, net |
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34,797,000 |
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33,539,000 |
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Bank owned life insurance policies |
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32,330,000 |
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30,858,000 |
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Accrued interest receivable |
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9,971,000 |
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10,287,000 |
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Other assets |
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20,310,000 |
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14,718,000 |
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Total assets |
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$ |
2,103,520,000 |
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$ |
2,067,268,000 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Deposits |
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Noninterest-bearing |
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$ |
124,977,000 |
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$ |
133,197,000 |
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Interest-bearing |
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1,514,033,000 |
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1,513,706,000 |
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Total deposits |
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1,639,010,000 |
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1,646,903,000 |
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Securities sold under agreements to repurchase |
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84,987,000 |
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85,472,000 |
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Federal funds purchased |
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9,100,000 |
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9,800,000 |
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Federal Home Loan Bank advances |
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135,000,000 |
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95,000,000 |
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Subordinated debentures |
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32,990,000 |
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32,990,000 |
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Other borrowed money |
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3,653,000 |
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3,316,000 |
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Accrued expenses and other liabilities |
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24,249,000 |
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21,872,000 |
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Total liabilities |
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1,928,989,000 |
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1,895,353,000 |
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Shareholders equity |
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Preferred stock, no par value; 1,000,000 shares
authorized, none issued |
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0 |
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0 |
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Common stock, no par value: 20,000,000 shares authorized;
8,476,673 shares outstanding at June 30, 2007 and
8,042,411 shares outstanding at December 31, 2006 |
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176,461,000 |
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161,223,000 |
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Retained earnings |
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1,038,000 |
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11,794,000 |
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Accumulated other comprehensive income (loss) |
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(2,968,000 |
) |
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(1,102,000 |
) |
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Total shareholders equity |
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174,531,000 |
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171,915,000 |
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Total liabilities and shareholders equity |
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$ |
2,103,520,000 |
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$ |
2,067,268,000 |
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See accompanying notes to consolidated financial statements.
3
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
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Three Months |
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Three Months |
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Six Months |
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Six Months |
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Ended |
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Ended |
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Ended |
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Ended |
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June 30, 2007 |
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June 30, 2006 |
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June 30, 2007 |
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June 30, 2006 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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Interest income |
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Loans and leases, including fees |
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$ |
33,513,000 |
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$ |
31,304,000 |
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$ |
66,935,000 |
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$ |
60,031,000 |
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Investment securities |
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2,485,000 |
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2,299,000 |
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4,991,000 |
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4,536,000 |
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Federal funds sold |
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82,000 |
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139,000 |
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175,000 |
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271,000 |
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Short-term investments |
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4,000 |
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4,000 |
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8,000 |
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|
7,000 |
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Total interest income |
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36,084,000 |
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33,746,000 |
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72,109,000 |
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64,845,000 |
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Interest expense |
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Deposits |
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19,179,000 |
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15,358,000 |
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|
38,004,000 |
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28,843,000 |
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Short-term borrowings |
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|
866,000 |
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720,000 |
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|
1,698,000 |
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|
1,321,000 |
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Federal Home Loan Bank advances |
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1,390,000 |
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1,369,000 |
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2,584,000 |
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2,684,000 |
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Long-term borrowings |
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701,000 |
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|
653,000 |
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1,391,000 |
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1,252,000 |
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Total interest expense |
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22,136,000 |
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|
18,100,000 |
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43,677,000 |
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34,100,000 |
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Net interest income |
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13,948,000 |
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|
15,646,000 |
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28,432,000 |
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30,745,000 |
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Provision for loan and lease losses |
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2,350,000 |
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|
1,500,000 |
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|
3,370,000 |
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|
2,725,000 |
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Net interest income after provision
for loan and lease losses |
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|
11,598,000 |
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|
14,146,000 |
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25,062,000 |
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28,020,000 |
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Noninterest income |
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|
|
|
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|
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|
|
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Services charges on accounts |
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393,000 |
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|
329,000 |
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|
782,000 |
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|
645,000 |
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Net gain on sales of commercial loans |
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0 |
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|
0 |
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|
0 |
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|
29,000 |
|
Other income |
|
|
1,028,000 |
|
|
|
946,000 |
|
|
|
2,047,000 |
|
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|
1,844,000 |
|
|
|
|
|
|
|
|
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Total noninterest income |
|
|
1,421,000 |
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|
|
1,275,000 |
|
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|
2,829,000 |
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|
2,518,000 |
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|
|
|
|
|
|
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|
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|
|
|
|
|
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Noninterest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
6,521,000 |
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|
|
4,683,000 |
|
|
|
11,905,000 |
|
|
|
9,448,000 |
|
Occupancy |
|
|
814,000 |
|
|
|
772,000 |
|
|
|
1,581,000 |
|
|
|
1,602,000 |
|
Furniture and equipment |
|
|
501,000 |
|
|
|
515,000 |
|
|
|
994,000 |
|
|
|
1,037,000 |
|
Other expense |
|
|
2,203,000 |
|
|
|
2,061,000 |
|
|
|
4,298,000 |
|
|
|
3,950,000 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total noninterest expenses |
|
|
10,039,000 |
|
|
|
8,031,000 |
|
|
|
18,778,000 |
|
|
|
16,037,000 |
|
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|
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|
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|
|
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|
|
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Income before federal income
tax expense |
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|
2,980,000 |
|
|
|
7,390,000 |
|
|
|
9,113,000 |
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|
14,501,000 |
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|
|
|
|
|
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|
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|
|
|
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Federal income tax expense |
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|
759,000 |
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|
|
2,279,000 |
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|
|
2,609,000 |
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|
|
4,461,000 |
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|
|
|
|
|
|
|
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|
|
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Net income |
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$ |
2,221,000 |
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|
$ |
5,111,000 |
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|
$ |
6,504,000 |
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|
$ |
10,040,000 |
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Basic earnings per share |
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$ |
0.26 |
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|
$ |
0.61 |
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|
$ |
0.77 |
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$ |
1.20 |
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|
Diluted earnings per share |
|
$ |
0.26 |
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|
$ |
0.60 |
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|
$ |
0.77 |
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$ |
1.18 |
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Cash dividends per share |
|
$ |
0.14 |
|
|
$ |
0.12 |
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$ |
0.27 |
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$ |
0.24 |
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|
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Average basic shares outstanding |
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|
8,455,891 |
|
|
|
8,401,047 |
|
|
|
8,446,419 |
|
|
|
8,386,996 |
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Average diluted shares outstanding |
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|
8,503,138 |
|
|
|
8,525,811 |
|
|
|
8,494,276 |
|
|
|
8,517,021 |
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|
|
|
|
|
|
|
|
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|
See accompanying notes to consolidated financial statements.
4
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
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Accumulated |
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Other |
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Total |
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|
|
Common |
|
|
Retained |
|
|
Comprehensive |
|
|
Shareholders |
|
|
|
Stock |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Equity |
|
Balance, January 1, 2007 |
|
$ |
161,223,000 |
|
|
$ |
11,794,000 |
|
|
$ |
(1,102,000 |
) |
|
$ |
171,915,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of 5% stock dividend, 401,023 shares |
|
|
14,948,000 |
|
|
|
(14,952,000 |
) |
|
|
|
|
|
|
(4,000 |
) |
|
Employee stock purchase plan, 1,601 shares |
|
|
47,000 |
|
|
|
|
|
|
|
|
|
|
|
47,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend reinvestment plan, 1,492 shares |
|
|
44,000 |
|
|
|
|
|
|
|
|
|
|
|
44,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option exercises, 48,135 shares |
|
|
591,000 |
|
|
|
|
|
|
|
|
|
|
|
591,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock tendered for stock option exercises,
17,132 shares |
|
|
(561,000 |
) |
|
|
|
|
|
|
|
|
|
|
(561,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
169,000 |
|
|
|
|
|
|
|
|
|
|
|
169,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends ($0.27 per share) |
|
|
|
|
|
|
(2,308,000 |
) |
|
|
|
|
|
|
(2,308,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period from
January 1, 2007 through June 30, 2007 |
|
|
|
|
|
|
6,504,000 |
|
|
|
|
|
|
|
6,504,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized gain
(loss) on securities available for sale,
net of reclassifications and tax effect |
|
|
|
|
|
|
|
|
|
|
(1,866,000 |
) |
|
|
(1,866,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,638,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2007 |
|
$ |
176,461,000 |
|
|
$ |
1,038,000 |
|
|
$ |
(2,968,000 |
) |
|
$ |
174,531,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements.
5
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
|
|
Common |
|
|
Retained |
|
|
Comprehensive |
|
|
Shareholders |
|
|
|
Stock |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Equity |
|
Balance, January 1, 2006 |
|
$ |
148,533,000 |
|
|
$ |
8,000,000 |
|
|
$ |
(1,408,000 |
) |
|
$ |
155,125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of 5% stock dividend, 398,403 shares |
|
|
12,014,000 |
|
|
|
(12,018,000 |
) |
|
|
|
|
|
|
(4,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock purchase plan, 1,520 shares |
|
|
55,000 |
|
|
|
|
|
|
|
|
|
|
|
55,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend reinvestment plan, 1,240 shares |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option exercises, 58,544 shares |
|
|
683,000 |
|
|
|
|
|
|
|
|
|
|
|
683,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock tendered for stock option exercises,
15,015 shares |
|
|
(560,000 |
) |
|
|
|
|
|
|
|
|
|
|
(560,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
102,000 |
|
|
|
|
|
|
|
|
|
|
|
102,000 |
|
|
Cash dividends ($0.24 per share) |
|
|
|
|
|
|
(1,952,000 |
) |
|
|
|
|
|
|
(1,952,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period from
January 1, 2006 through June 30, 2006 |
|
|
|
|
|
|
10,040,000 |
|
|
|
|
|
|
|
10,040,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized gain
(loss) on securities available for sale,
net of reclassifications and tax effect |
|
|
|
|
|
|
|
|
|
|
(1,874,000 |
) |
|
|
(1,874,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,166,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2006 |
|
$ |
160,872,000 |
|
|
$ |
4,070,000 |
|
|
$ |
(3,282,000 |
) |
|
$ |
161,660,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements.
6
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
Six Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,221,000 |
|
|
$ |
5,111,000 |
|
|
$ |
6,504,000 |
|
|
$ |
10,040,000 |
|
Adjustments to reconcile net income
to net cash from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
778,000 |
|
|
|
794,000 |
|
|
|
1,488,000 |
|
|
|
1,579,000 |
|
Provision for loan and lease losses |
|
|
2,350,000 |
|
|
|
1,500,000 |
|
|
|
3,370,000 |
|
|
|
2,725,000 |
|
Net gain on sales of commercial loans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(29,000 |
) |
Stock-based compensation expense |
|
|
85,000 |
|
|
|
51,000 |
|
|
|
169,000 |
|
|
|
102,000 |
|
Earnings on bank owned life insurance |
|
|
(309,000 |
) |
|
|
(285,000 |
) |
|
|
(606,000 |
) |
|
|
(574,000 |
) |
Net change in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable |
|
|
1,026,000 |
|
|
|
327,000 |
|
|
|
316,000 |
|
|
|
(773,000 |
) |
Other assets |
|
|
(3,200,000 |
) |
|
|
(2,774,000 |
) |
|
|
(2,116,000 |
) |
|
|
(1,907,000 |
) |
Accrued expenses and other liabilities |
|
|
821,000 |
|
|
|
2,571,000 |
|
|
|
2,377,000 |
|
|
|
1,484,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
3,772,000 |
|
|
|
7,295,000 |
|
|
|
11,502,000 |
|
|
|
12,647,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan and leases originations and payments, net |
|
|
(29,532,000 |
) |
|
|
(59,108,000 |
) |
|
|
(35,228,000 |
) |
|
|
(110,375,000 |
) |
Purchases of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
(4,948,000 |
) |
|
|
(4,880,000 |
) |
|
|
(8,457,000 |
) |
|
|
(13,013,000 |
) |
Securities held to maturity |
|
|
(1,810,000 |
) |
|
|
(327,000 |
) |
|
|
(2,407,000 |
) |
|
|
(1,755,000 |
) |
Federal Home Loan Bank stock |
|
|
(25,000 |
) |
|
|
0 |
|
|
|
(25,000 |
) |
|
|
0 |
|
Proceeds from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities, calls and repayments of
available for sale securities |
|
|
1,832,000 |
|
|
|
1,599,000 |
|
|
|
3,375,000 |
|
|
|
4,087,000 |
|
Maturities, calls and repayments of
held to maturity securities |
|
|
2,505,000 |
|
|
|
730,000 |
|
|
|
2,660,000 |
|
|
|
730,000 |
|
Purchases of premises and equipment, net |
|
|
(1,182,000 |
) |
|
|
(1,591,000 |
) |
|
|
(2,561,000 |
) |
|
|
(1,921,000 |
) |
Purchases of bank owned life insurance policies |
|
|
(866,000 |
) |
|
|
(1,207,000 |
) |
|
|
(866,000 |
) |
|
|
(1,207,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash for investing activities |
|
|
(34,026,000 |
) |
|
|
(64,784,000 |
) |
|
|
(43,509,000 |
) |
|
|
(123,454,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in deposits |
|
|
(47,147,000 |
) |
|
|
65,693,000 |
|
|
|
(7,893,000 |
) |
|
|
128,560,000 |
|
Net increase (decrease) in securities sold under
agreements to repurchase |
|
|
6,942,000 |
|
|
|
(3,525,000 |
) |
|
|
(485,000 |
) |
|
|
(7,770,000 |
) |
Net increase (decrease) in federal funds purchased |
|
|
9,100,000 |
|
|
|
4,800,000 |
|
|
|
(700,000 |
) |
|
|
1,800,000 |
|
Proceeds from Federal Home Loan Bank advances |
|
|
65,000,000 |
|
|
|
35,000,000 |
|
|
|
90,000,000 |
|
|
|
50,000,000 |
|
Maturities of Federal Home Loan Bank advances |
|
|
(20,000,000 |
) |
|
|
(35,000,000 |
) |
|
|
(50,000,000 |
) |
|
|
(50,000,000 |
) |
Net increase in other borrowed money |
|
|
173,000 |
|
|
|
166,000 |
|
|
|
337,000 |
|
|
|
610,000 |
|
Employee stock purchase plan |
|
|
22,000 |
|
|
|
26,000 |
|
|
|
47,000 |
|
|
|
55,000 |
|
Dividend reinvestment plan |
|
|
22,000 |
|
|
|
24,000 |
|
|
|
44,000 |
|
|
|
45,000 |
|
Stock option exercises, net |
|
|
0 |
|
|
|
123,000 |
|
|
|
30,000 |
|
|
|
123,000 |
|
Payment of cash dividends |
|
|
(1,183,000 |
) |
|
|
(1,041,000 |
) |
|
|
(2,308,000 |
) |
|
|
(1,952,000 |
) |
Cash paid in lieu of fractional shares on
stock dividend |
|
|
0 |
|
|
|
0 |
|
|
|
(4,000 |
) |
|
|
(4,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
|
12,929,000 |
|
|
|
66,266,000 |
|
|
|
29,068,000 |
|
|
|
121,467,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements.
7
MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
Six Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Net change in cash and cash equivalents |
|
|
(17,325,000 |
) |
|
|
8,777,000 |
|
|
|
(2,939,000 |
) |
|
|
10,660,000 |
|
Cash and cash equivalents at beginning of period |
|
|
65,766,000 |
|
|
|
38,636,000 |
|
|
|
51,380,000 |
|
|
|
36,753,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
48,441,000 |
|
|
$ |
47,413,000 |
|
|
$ |
48,441,000 |
|
|
$ |
47,413,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
22,298,000 |
|
|
$ |
15,876,000 |
|
|
$ |
42,953,000 |
|
|
$ |
30,177,000 |
|
Federal income tax |
|
|
3,820,000 |
|
|
|
4,875,000 |
|
|
|
3,820,000 |
|
|
|
5,875,000 |
|
Transfers from loans and leases to foreclosed assets |
|
|
1,140,000 |
|
|
|
455,000 |
|
|
|
2,699,000 |
|
|
|
455,000 |
|
See
accompanying notes to consolidated financial statements.
8
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. |
|
SIGNIFICANT ACCOUNTING POLICIES |
|
|
|
Basis of Presentation: The unaudited financial statements for the three and six months
ended June 30, 2007 include the consolidated results of operations of Mercantile Bank
Corporation and its consolidated subsidiaries. These subsidiaries include Mercantile Bank of
Michigan (our bank), our banks three subsidiaries, Mercantile Bank Mortgage Company, LLC
(our mortgage company), Mercantile Bank Real Estate Co., LLC (our real estate company), and
Mercantile Insurance Center, Inc. (our insurance center). These consolidated financial
statements have been prepared in accordance with the instructions for Form 10-Q and Item 303(b)
of Regulation S-K and do not include all disclosures required by accounting principles generally
accepted in the United States of America for a complete presentation of our financial condition
and results of operations. In the opinion of management, the information reflects all
adjustments (consisting only of normal recurring adjustments) which are necessary in order to
make the financial statements not misleading and for a fair presentation of the results of
operations for such periods. The results for the periods ended June 30, 2007 should not be
considered as indicative of results for a full year. For further information, refer to the
consolidated financial statements and footnotes included in our annual report on Form 10-K for
the year ended December 31, 2006. |
|
|
|
We formed a business trust, Mercantile Bank Capital Trust I (the trust), in 2004 to issue
trust preferred securities. We issued subordinated debentures to the trust in return for the
proceeds raised from the issuance of the trust preferred securities. In accordance with FASB
Interpretation No. 46, the trust is not consolidated, but instead we report the subordinated
debentures issued to the trust as a liability. |
|
|
|
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 and the dilutive effect of
restricted shares to the extent those shares have not vested. Options for 112,514 shares were
antidilutive and were not included in determining diluted earnings per share for the three and
six month periods ended June 30, 2007, and options for 7,521 shares were antidilutive and were
not included in determining diluted earnings per share for the three and six month periods ended
June 30, 2006. |
|
|
|
Stock Dividend: All per share amounts and average shares outstanding have been adjusted
for all periods presented to reflect the 5% stock dividend distributed on May 4, 2007. The
Statement of Changes in Shareholders Equity reflects a transfer from retained earnings to
common stock for the value of the shares distributed to the extent of available retained
earnings. |
|
|
|
Allowance for Loan and Lease Losses: The allowance for loan and lease losses
(allowance) is a valuation allowance for probable incurred credit losses, increased by the
provision for loan and lease losses and recoveries, and decreased by charge-offs. Management
estimates the allowance balance required based on past loan loss experience, the nature and
volume of the portfolio, information about specific borrower situations and estimated collateral
values, and economic conditions. Allocations of the allowance may be made for specific loans
and leases, but the entire allowance is available for any loan or lease that, in managements
judgment, should be charged-off. Loan and lease losses are charged against the allowance when
management believes the uncollectibility of a loan or lease balance is likely. |
9
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. |
|
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
|
|
|
A loan or lease is impaired when full payment under the loan or lease terms is not expected.
Impairment is evaluated in aggregate for smaller-balance loans of similar nature such as
residential mortgage, consumer and credit card loans, and on an individual loan basis for other
loans. If a loan or lease is impaired, a portion of the allowance is allocated so that the loan
or lease is reported, net, at the present value of estimated future cash flows using the loans
or leases existing rate or at the fair value of collateral if repayment is expected solely from
the collateral. Loans and leases are evaluated for impairment when payments are delayed,
typically 30 days or more, or when serious deficiencies are identified within the credit
relationship. |
|
|
|
New Accounting Pronouncements: We adopted the provisions of FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48), on January 1, 2007. The adoption of FIN
48 had no affect on the financial statements. We have no unrecognized tax benefits and do not
anticipate any increase in unrecognized benefits during 2007 relative to any tax positions taken
prior to January 1, 2007. Should the accrual of any interest or penalties relative to
unrecognized tax benefits be necessary, it is our policy to record such accruals in our income
tax accounts; no such accruals exist as of June 30, 2007. We file U.S. federal income tax
returns which are subject to examination for all years after 2002. |
|
|
|
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements, which provides a
definition of fair value for accounting purposes, establishes a framework for measuring fair
value, expands related financial statement disclosures and will be effective on January 1, 2008.
We have not completed a review of this new standard. |
|
|
|
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities, which permits entities to choose to measure, on an item-by-item
basis, specified financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been selected are required to be
reported in earnings at each reporting date. Statement No. 159 will be applied prospectively
and implemented effective January 1, 2008. We have not completed a review of this new standard. |
10
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. |
|
LOANS AND LEASES |
|
|
|
Our total loans and leases at June 30, 2007 were $1,776.0 million compared to $1,745.5 million
at December 31, 2006, an increase of $30.5 million, or 1.8%. The components of our outstanding
balances at June 30, 2007 and December 31, 2006, and the percentage change in loans and leases
from the end of 2006 to the end of the second quarter 2007 are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
Increase/ |
|
|
|
Balance |
|
|
% |
|
|
Balance |
|
|
% |
|
|
(Decrease) |
|
Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and land
development |
|
$ |
295,219,000 |
|
|
|
16.6 |
% |
|
$ |
299,792,000 |
|
|
|
17.1 |
% |
|
|
(1.5 |
)% |
Secured by 1-4 family
properties |
|
|
124,873,000 |
|
|
|
7.0 |
|
|
|
131,829,000 |
|
|
|
7.6 |
|
|
|
(5.3 |
) |
Secured by multi-family
properties |
|
|
40,744,000 |
|
|
|
2.3 |
|
|
|
39,941,000 |
|
|
|
2.3 |
|
|
|
2.0 |
|
Secured by nonresidential
properties |
|
|
843,018,000 |
|
|
|
47.5 |
|
|
|
793,000,000 |
|
|
|
45.4 |
|
|
|
6.3 |
|
Commercial |
|
|
464,242,000 |
|
|
|
26.2 |
|
|
|
471,272,000 |
|
|
|
27.0 |
|
|
|
(1.5 |
) |
Leases |
|
|
2,521,000 |
|
|
|
0.1 |
|
|
|
1,388,000 |
|
|
|
0.1 |
|
|
|
81.6 |
|
Consumer |
|
|
5,409,000 |
|
|
|
0.3 |
|
|
|
8,256,000 |
|
|
|
0.5 |
|
|
|
(34.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
$ |
1,776,026,000 |
|
|
|
100.0 |
% |
|
$ |
1,745,478,000 |
|
|
|
100.0 |
% |
|
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. |
|
ALLOWANCE FOR LOAN AND LEASE LOSSES |
|
|
|
The following is a summary of the change in our allowance for loan and lease losses account for
the three and six months ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Beginning balance |
|
$ |
21,654,000 |
|
|
$ |
20,995,000 |
|
|
$ |
21,411,000 |
|
|
$ |
20,527,000 |
|
Charge-offs |
|
|
(1,358,000 |
) |
|
|
(1,083,000 |
) |
|
|
(2,492,000 |
) |
|
|
(1,863,000 |
) |
Recoveries |
|
|
154,000 |
|
|
|
95,000 |
|
|
|
511,000 |
|
|
|
118,000 |
|
Provision for loan and
lease losses |
|
|
2,350,000 |
|
|
|
1,500,000 |
|
|
|
3,370,000 |
|
|
|
2,725,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30 |
|
$ |
22,800,000 |
|
|
$ |
21,507,000 |
|
|
$ |
22,800,000 |
|
|
$ |
21,507,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. |
|
PREMISES AND EQUIPMENT NET |
|
|
|
Premises and equipment are comprised of the following: |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Land and improvements |
|
$ |
8,531,000 |
|
|
$ |
8,021,000 |
|
Buildings and leasehold improvements |
|
|
24,135,000 |
|
|
|
23,036,000 |
|
Furniture and equipment |
|
|
11,639,000 |
|
|
|
10,773,000 |
|
|
|
|
|
|
|
|
|
|
|
44,305,000 |
|
|
|
41,830,000 |
|
Less: accumulated depreciation |
|
|
9,508,000 |
|
|
|
8,291,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premises and equipment, net |
|
$ |
34,797,000 |
|
|
$ |
33,539,000 |
|
|
|
|
|
|
|
|
|
|
Depreciation expense totaled $0.7 million during the second quarter of 2007 and 2006, and $1.3
million during the first six months of 2007 and 2006. |
|
5. |
|
DEPOSITS |
|
|
|
Our total deposits at June 30, 2007 were $1,639.0 million compared to $1,646.9 million at
December 31, 2006, a decrease of $7.9 million, or 0.5%. The components of our outstanding
balances at June 30, 2007 and December 31, 2006, and percentage change in deposits from the end
of 2006 to the end of the second quarter 2007 are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
Increase/ |
|
|
|
Balance |
|
|
% |
|
|
Balance |
|
|
% |
|
|
(Decrease) |
|
Noninterest-bearing demand |
|
$ |
124,977,000 |
|
|
|
7.6 |
|
|
$ |
133,197,000 |
|
|
|
8.1 |
% |
|
|
(6.2 |
)% |
Interest-bearing checking |
|
|
35,073,000 |
|
|
|
2.1 |
|
|
|
39,943,000 |
|
|
|
2.4 |
|
|
|
(12.2 |
) |
Money market |
|
|
11,359,000 |
|
|
|
0.7 |
|
|
|
9,409,000 |
|
|
|
0.6 |
|
|
|
20.7 |
|
Savings |
|
|
83,081,000 |
|
|
|
5.1 |
|
|
|
92,370,000 |
|
|
|
5.6 |
|
|
|
(10.1 |
) |
Time, under $100,000 |
|
|
54,034,000 |
|
|
|
3.3 |
|
|
|
47,840,000 |
|
|
|
2.9 |
|
|
|
12.9 |
|
Time, $100,000 and over |
|
|
321,099,000 |
|
|
|
19.6 |
|
|
|
310,326,000 |
|
|
|
18.8 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
629,623,000 |
|
|
|
38.4 |
|
|
|
633,085,000 |
|
|
|
38.4 |
|
|
|
(0.5 |
) |
Out-of-area time,
under $100,000 |
|
|
77,261,000 |
|
|
|
4.7 |
|
|
|
82,330,000 |
|
|
|
5.0 |
|
|
|
(6.2 |
) |
Out-of-area time,
$100,000 and over |
|
|
932,126,000 |
|
|
|
56.9 |
|
|
|
931,488,000 |
|
|
|
56.6 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,009,387,000 |
|
|
|
61.6 |
|
|
|
1,013,818,000 |
|
|
|
61.6 |
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
1,639,010,000 |
|
|
|
100.0 |
% |
|
$ |
1,646,903,000 |
|
|
|
100.0 |
% |
|
|
(0.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. |
|
SHORT-TERM BORROWINGS |
|
|
|
Information relating to our securities sold under agreements to repurchase follows: |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
2007 |
|
2006 |
Outstanding balance at end of period |
|
$ |
84,987,000 |
|
|
$ |
85,472,000 |
|
Average interest rate at end of period |
|
|
3.89 |
% |
|
|
3.88 |
% |
|
|
|
|
|
|
|
|
|
Average balance during the period |
|
$ |
81,589,000 |
|
|
$ |
72,228,000 |
|
Average interest rate during the period |
|
|
3.88 |
% |
|
|
3.71 |
% |
|
|
|
|
|
|
|
|
|
Maximum month end balance during the period |
|
$ |
85,924,000 |
|
|
$ |
85,472,000 |
|
|
|
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 agreements are recorded as assets of our bank and are 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 $87.8 million and $91.2 million as of June 30, 2007 and
December 31, 2006, respectively. |
|
7. |
|
FEDERAL HOME LOAN BANK ADVANCES |
|
|
|
Our outstanding balances at June 30, 2007 and December 31, 2006 were as follows: |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Maturities July 2007 through June 2009,
fixed rates from 4.10% to 5.69%, averaging 5.11% |
|
$ |
135,000,000 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
Maturities January 2007 through May 2008,
fixed rates from 3.70% to 5.69%, averaging 4.90% |
|
|
0 |
|
|
|
95,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Federal Home Loan Bank advances |
|
$ |
135,000,000 |
|
|
$ |
95,000,000 |
|
|
|
|
|
|
|
|
|
|
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 our bank, under a blanket lien
arrangement. Our borrowing line of credit as of June 30, 2007 totaled $313.8 million, with
availability approximating $167.9 million. |
13
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. |
|
FEDERAL HOME LOAN BANK ADVANCES (Continued) |
|
|
|
Maturities of FHLB advances currently outstanding during the next five years are: |
|
|
|
|
|
2007 |
|
$ |
40,000,000 |
|
2008 |
|
|
60,000,000 |
|
2009 |
|
|
35,000,000 |
|
2010 |
|
|
0 |
|
2011 |
|
|
0 |
|
8. |
|
COMMITMENTS AND OFF-BALANCE-SHEET RISK |
|
|
|
Our bank is a party to financial instruments with off-balance-sheet risk in the normal course of
business to meet the financing needs of our customers. These financial instruments include
commitments to extend credit and standby letters of credit. Loan commitments to extend credit
are agreements to lend to a customer as long as there is no violation of any condition
established in the contract. Standby letters of credit are conditional commitments issued by
our 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. Our banks 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. Our 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, and property and equipment, is generally obtained based on
managements credit assessment of the borrower. If required, estimated loss exposure resulting
from these instruments is expensed and recorded as a liability. The balance of the liability
account was $0.5 million as of June 30, 2007 and December 31, 2006. |
|
|
|
A summary of the contractual amounts of our financial instruments with off-balance-sheet risk at
June 30, 2007 and December 31, 2006 follows: |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Commercial unused lines of credit |
|
$ |
368,232,000 |
|
|
$ |
345,195,000 |
|
Unused lines of credit secured by 1-4 family
residential properties |
|
|
31,038,000 |
|
|
|
29,314,000 |
|
Credit card unused lines of credit |
|
|
8,973,000 |
|
|
|
8,510,000 |
|
Other consumer unused lines of credit |
|
|
5,367,000 |
|
|
|
7,197,000 |
|
Commitments to make loans |
|
|
76,507,000 |
|
|
|
60,850,000 |
|
Standby letters of credit |
|
|
84,446,000 |
|
|
|
73,241,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loan and leases commitments |
|
$ |
574,563,000 |
|
|
$ |
524,307,000 |
|
|
|
|
|
|
|
|
14
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9. |
|
REGULATORY MATTERS |
|
|
|
We 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 our 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 not well capitalized, regulatory approval is required to accept brokered
deposits. If undercapitalized, capital distributions are limited, as is asset growth and
expansion, and plans for capital restoration are required. |
|
|
|
Our actual capital levels and minimum required levels were (dollars in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to be Well |
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
Capitalized Under |
|
|
|
|
|
|
|
|
|
|
for Capital |
|
Prompt Corrective |
|
|
Actual |
|
Adequacy Purposes |
|
Action Regulations |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
June 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk
weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
232,299 |
|
|
|
11.4 |
% |
|
$ |
163,388 |
|
|
|
8.0 |
% |
|
$ |
NA |
|
|
NA |
|
Bank |
|
|
229,007 |
|
|
|
11.2 |
|
|
|
163,106 |
|
|
|
8.0 |
|
|
|
203,882 |
|
|
|
10.0 |
% |
Tier 1 capital (to risk
weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
209,499 |
|
|
|
10.3 |
|
|
|
81,694 |
|
|
|
4.0 |
|
|
NA |
|
|
NA |
|
Bank |
|
|
206,207 |
|
|
|
10.1 |
|
|
|
81,553 |
|
|
|
4.0 |
|
|
|
122,330 |
|
|
|
6.0 |
|
Tier 1 capital (to
average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
209,499 |
|
|
|
10.1 |
|
|
|
83,009 |
|
|
|
4.0 |
|
|
NA |
|
|
NA |
|
Bank |
|
|
206,207 |
|
|
|
10.0 |
|
|
|
82,939 |
|
|
|
4.0 |
|
|
|
103,674 |
|
|
|
5.0 |
|
15
MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9. |
|
REGULATORY MATTERS (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to be Well |
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
Capitalized Under |
|
|
|
|
|
|
|
|
|
|
for Capital |
|
Prompt Corrective |
|
|
Actual |
|
Adequacy Purposes |
|
Action Regulations |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk
weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
226,428 |
|
|
|
11.5 |
% |
|
$ |
158,196 |
|
|
|
8.0 |
% |
|
$ |
NA |
|
|
NA |
|
Bank |
|
|
222,812 |
|
|
|
11.3 |
|
|
|
158,019 |
|
|
|
8.0 |
|
|
|
197,524 |
|
|
|
10.0 |
% |
Tier 1 capital (to risk
weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
205,017 |
|
|
|
10.4 |
|
|
|
79,098 |
|
|
|
4.0 |
|
|
NA |
|
|
NA |
|
Bank |
|
|
201,401 |
|
|
|
10.2 |
|
|
|
79,010 |
|
|
|
4.0 |
|
|
|
118,514 |
|
|
|
6.0 |
|
Tier 1 capital (to
average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
205,017 |
|
|
|
10.0 |
|
|
|
81,682 |
|
|
|
4.0 |
|
|
NA |
|
|
NA |
|
Bank |
|
|
201,401 |
|
|
|
9.9 |
|
|
|
81,623 |
|
|
|
4.0 |
|
|
|
102,029 |
|
|
|
5.0 |
|
|
|
The consolidated capital levels as of June 30, 2007 and December 31, 2006 include the $32.0
million in trust preferred securities issued by the trust subject to certain limitations.
Federal Reserve guidelines limit the amount of trust preferred securities which can be included
in our Tier 1 capital to 25% of total Tier 1 capital. As of June 30, 2007 and December 31,
2006, all $32.0 million of the trust preferred securities were included as Tier 1 capital. |
|
|
Our and our banks ability to pay cash and stock dividends is subject to limitations under
various laws and regulations and to prudent and sound banking practices. We declared a 5% stock
dividend on April 10, 2007, that was distributed on May 4, 2007 to record holders as of April
23, 2007. All earnings per share and dividend per share information have been adjusted for the
5% stock dividend. We have also paid two cash dividends on our common stock during 2007. On
January 9, 2007, we declared a $0.14 per share cash dividend on our common stock, which was paid
on March 9, 2007 to record holders as of February 9, 2007. On April 10, 2007, we declared a
$0.14 per share cash dividend on our common stock, which was paid on June 8, 2007 to record
holders as of May 10, 2007. On July 10, 2007, we declared a $0.14 per share cash dividend on
our common stock, which is payable on September 10, 2007 to record holders as of August 10,
2007. |
16
MERCANTILE BANK CORPORATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
Forward-Looking Statements
This report contains forward-looking statements that are based on managements beliefs,
assumptions, current expectations, estimates and projections about the financial services industry,
the economy, and 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, among others, 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 regulations; 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 risk factors described in our annual report on
Form 10-K for the year ended December 31, 2006. These are representative of the Future Factors
that could cause a difference between an ultimate actual outcome and a preceding forward-looking
statement.
Introduction
The following discussion compares the financial condition of Mercantile Bank Corporation and its
consolidated subsidiaries, Mercantile Bank of Michigan (our bank), our banks three subsidiaries
Mercantile Bank Mortgage Company, LLC (our mortgage company), Mercantile Bank Real Estate Co.,
LLC (our real estate company) and Mercantile Insurance Center, Inc. (our insurance center), at
June 30, 2007 to December 31, 2006 and the results of operations for the three and six months ended
June 30, 2007 and June 30, 2006. This discussion should be read in conjunction with the interim
consolidated financial statements and footnotes included in this report. Unless the text clearly
suggests otherwise, references in this report to us, we, our, or the company include
Mercantile Bank Corporation and its consolidated subsidiaries referred to above.
Critical Accounting Policies
Generally accepted accounting principles are complex and require management to apply significant
judgment to various accounting, reporting and disclosure matters. Management must use assumptions
and estimates to apply these principles where actual measurements are not possible or practical.
The Managements Discussion and Analysis of Financial Condition and Results of Operations should be
read in conjunction with our unaudited financial statements included in this report. For a
complete discussion of our significant accounting policies, see footnotes to our Consolidated
Financial Statements included on pages F-35 through F-40 in our Form 10-K for the fiscal year ended
December 31, 2006 (Commission file number 000-26719). Below is a discussion of our allowance for
loan and lease losses policy. This policy is critical because it is highly dependent upon
subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a
significant impact on the financial statements, and actual results may differ from those estimates.
Management has reviewed the application of this policy with the Audit Committee of our Board of
Directors.
17
MERCANTILE BANK CORPORATION
Allowance for Loan and Lease Losses: The allowance for loan and lease losses
(allowance) is a valuation allowance for probable incurred credit losses, increased by the
provision for loan and lease losses and recoveries, and decreased by charge-offs. Management
estimates the allowance balance required based on past loan loss experience, the nature and volume
of the portfolio, information about specific borrower situations and estimated collateral values,
and economic conditions. Allocations of the allowance may be made for specific loans and leases,
but the entire allowance is available for any loan or lease that, in managements judgment, should
be charged-off. Loan and lease losses are charged against the allowance when management believes
the uncollectibility of a loan or lease balance is likely.
A loan or lease is impaired when full payment under the loan or lease terms is not expected.
Impairment is evaluated in aggregate for smaller-balance loans of similar nature such as
residential mortgage, consumer and credit card loans, and on an individual loan basis for other
loans. If a loan or lease is impaired, a portion of the allowance is allocated so that the loan or
lease is reported, net, at the present value of estimated future cash flows using the loans or
leases existing rate or at the fair value of collateral if repayment is expected solely from the
collateral. Loans and leases are evaluated for impairment when payments are delayed, typically 30
days or more, or when serious deficiencies are identified within the credit relationship.
Financial Condition
During the first six months of 2007, our assets increased from $2,067.3 million on December 31,
2006, to $2,103.5 million on June 30, 2007. This represents an increase in total assets of $36.2
million, or 1.8%. The asset growth was comprised primarily of a $29.2 million increase in net
loans, a $2.4 million increase in other real estate owned and repossessed assets and a $2.0 million
increase in securities. The growth in total assets was primarily funded by a $40.0 million
increase in Federal Home Loan Bank advances, partially offset by a $7.9 million decrease in
deposits.
Commercial loans and leases increased by $40.2 million during the first six months of 2007, and at
June 30, 2007 totaled $1,645.7 million, or 92.7% of the total loan and lease portfolio. The growth
in our commercial loan and lease portfolio has slowed over the past several quarters, primarily
reflecting the competitive pricing and underwriting environments within our markets. These
competitive pressures, from financial institutions and other entities such as private equity funds,
have negatively impacted the volume of loans we have booked and accelerated the level of loan
payoffs. Despite these competitive pressures, we remain committed to our traditionally high
standards of underwriting and believe the long term benefits of this conservative posture outweigh
the likely short term negative impact to our net interest income and net income.
The continued significant concentration of the loan and lease portfolio in commercial loans and
leases and the typical rapid growth of this portion of our lending business is consistent with our
stated strategy of focusing a substantial amount of efforts on wholesale banking. Corporate and
business lending continues to be an area of expertise of our senior management team, and our
commercial lenders have extensive commercial lending experience, with most having at least 10
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 our primary source of demand deposits.
18
MERCANTILE BANK CORPORATION
Residential mortgage loans and consumer loans decreased an aggregate $9.8 million during the
first six months of 2007. As of June 30, 2007, residential mortgage and consumer loans totaled a
combined $130.3 million, or 7.3% of the total loan and lease portfolio. Although we plan to
increase our non-commercial loan portfolios in future periods, we expect the commercial sector of
our lending efforts and resultant assets to remain the dominant loan portfolio category given our
wholesale banking strategy.
Net loan and lease charge-offs during the first six months of 2007 totaled $2.0 million, or 0.23%
of average total loans and leases on an annualized basis. During the first six months of 2006, net
loan and lease charge-offs totaled $1.7 million, or 0.22% of average total loans and leases on an
annualized basis. Nonperforming assets, including $3.4 million of foreclosed real estate and
repossessed assets, totaled $24.0 million, or 1.14% of total assets, as of June 30, 2007. At March
31, 2007, non-performing assets totaled $12.6 million, or 0.60% of total assets, including $2.5
million of foreclosed real estate and repossessed assets. At June 30, 2006, non-performing assets
totaled $8.7 million, or 0.44% of total assets, including $0.2 million of foreclosed real estate
and repossessed assets. The majority of the recent increase in non-performing assets can be
attributed to two loans totaling $8.0 million that were placed into non-accrual status during the
second quarter of 2007. Over 90 percent of non-performing loans are collateralized by real estate;
although the resolution of distressed real estate loans is a relatively lengthy process, we believe
we are adequately reserved as present market conditions stand.
We believe we have instilled a strong credit culture within our lending departments as it pertains
to the underwriting and administration processes, which in part is reflected in our historically
low loan and lease net charge-off and delinquency ratios. Over 98% of the loan portfolio consists
of loans extended directly to companies and individuals doing business and residing within our
market area. The remaining portion is primarily comprised of commercial loans participated with
certain commercial banks outside the immediate area, which we underwrite using the same loan
underwriting criteria as though our bank was the originating bank.
Securities increased $2.0 million during the first six months of 2007, totaling $204.4 million as
of June 30, 2007. Purchases during the first six months of 2007 totaled $10.9 million, while
proceeds from maturities, calls and repayments of securities totaled $6.0 million. Our securities
portfolio primarily consists of U.S. Government Agency bonds, mortgage-backed securities issued or
guaranteed by U.S. Government Agencies, investment-grade tax-exempt municipal securities and
Federal Home Loan Bank of Indianapolis (FHLBI) stock.
Cash and cash equivalents decreased $2.9 million during the first six months of 2007, totaling
$48.4 million on June 30, 2007. Cash and due from bank balances were down $2.9 million, while
short-term investments were unchanged. We did not have federal funds sold on either June 30, 2007
or December 31, 2006; however, our average federal funds sold position during the first six months
of 2007 equaled $6.7 million. Our commercial lending and wholesale funding focus results in
relatively large day-to-day fluctuations of our cash and cash equivalent balances. The average
cash and cash equivalents during the first six months of 2007 equaled $45.5 million.
Premises and equipment at June 30, 2007 equaled $34.8 million, an increase of $1.3 million over the
past six months. Purchases of premises and equipment during the first six months of 2007 totaled
$2.6 million, primarily reflecting a portion of the construction costs associated with our new
banking facility located in East Lansing, Michigan, which opened in May 2007. Depreciation expense
during the first six months of 2007 equaled $1.3 million.
19
MERCANTILE BANK CORPORATION
Deposits decreased $7.9 million during the first six months of 2007, totaling $1,639.0 million at
June 30, 2007. Local deposits decreased $3.5 million, while out-of-area deposits decreased $4.4
million. As a percent of total deposits, local deposits equaled 38.4% on June 30, 2007, unchanged
from the level as of December 31, 2006. Noninterest-bearing demand deposits, comprising 7.6% of
total deposits, decreased $8.2 million during the first six months of 2007. Savings deposits (5.1%
of total deposits) decreased $9.3 million, interest-bearing checking deposits (2.1% of total
deposits) decreased $4.9 million and money market deposit accounts (0.7% of total deposits)
increased $2.0 million during the first six months of 2007. Local certificates of deposit,
comprising 22.9% of total deposits, increased $17.0 million during the first six months of 2007.
The increase in local certificates of deposit is primarily attributable to increases in balances
from municipalities and transfers of monies by consumer and commercial customers from savings
accounts to certificate of deposit products, the latter of which primarily reflecting that rates
offered on certificates of deposit products are higher than the rates offered on savings accounts.
Our commercial lending and wholesale funding focus results in relatively large day-to-day
fluctuations of our noninterest-bearing demand deposits and to a lesser degree our savings
deposits.
Out-of-area deposits decreased $4.4 million during the first six months of 2007, totaling $1,009.4
million as of June 30, 2007. Out-of-area deposits consist primarily of certificates of deposit
obtained from depositors located outside our market area and placed by deposit brokers for a fee,
but also include certificates of deposit obtained from the deposit owners directly. Out-of-area
deposits are utilized to support our asset growth, and are generally a lower cost source of funds
when compared to the deposit interest rates that would have to be offered in the local market to
generate a sufficient level of funds. During the first six months of 2007, rates paid on new
out-of-area certificates of deposit were similar to the rates paid on new certificates of deposit
issued to local customers. 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 generally have and are expected to increase as new
business, governmental and consumer deposit relationships are established, our relatively high
reliance on out-of-area deposits is expected to continue.
Securities sold under agreements to repurchase (repurchase agreements) decreased by $0.5 million
during the first six months of 2007, totaling $85.0 million as of June 30, 2007. As part of our
sweep account program, collected funds from certain business noninterest-bearing checking accounts
are invested into over-night 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 our business checking deposit accounts.
Advances obtained from the FHLBI totaled $135.0 million as of June 30, 2007, an increase of $40.0
million from the $95.0 million outstanding as of December 31, 2006. The FHLBI advances are
collateralized by residential mortgage loans, first mortgage liens on multi-family residential
property loans and 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 as of
June 30, 2007 totaled $313.8 million, with availability approximating $167.9 million. FHLBI
advances, along with out-of-area deposits, are the primary components of our wholesale funding
program.
20
MERCANTILE BANK CORPORATION
Liquidity
Liquidity is measured by our ability to raise funds through deposits, borrowed funds, capital or
cash flow from the repayment of loans and securities. These funds are used to meet deposit
withdrawals, maintain reserve requirements, fund loans and securities, and support our operations.
Liquidity is primarily achieved through the growth of deposits (both local and out-of-area),
advances from the FHLBI and federal funds purchased, as well as liquid assets such as securities
available for sale, matured securities, and federal funds sold. Asset and liability management is
the process of managing our balance sheet to achieve a mix of earning assets and liabilities that
maximizes profitability, while providing adequate liquidity.
Our liquidity strategy is to fund asset growth with deposits, repurchase agreements and FHLBI
advances and to maintain an adequate level of short- and medium-term investments to meet typical
daily loan and deposit activity. Although deposit and repurchase agreement growth from depositors
located in our market area has generally consistently increased, this growth has not been
sufficient to meet our substantial loan growth and provide monies for additional investing
activities. To assist in providing the additional needed funds, we have regularly obtained monies
from wholesale funding sources. Wholesale funds, comprised of certificates of deposit from
customers outside of our market area and advances from the FHLBI, totaled $1,144.4 million, or
61.1% of combined deposits and borrowed funds as of June 30, 2007. As of December 31, 2006,
wholesale funds totaled $1,108.8 million, or 60.2% of combined deposits and borrowed funds.
Reliance on wholesale funds is expected to continue due to our anticipated future asset growth.
As a member of the FHLBI, our bank has access to the FHLBIs borrowing programs. At June 30, 2007,
advances from the FHLBI totaled $135.0 million, up from the $95.0 million outstanding as of
December 31, 2006. Based on available collateral at June 30, 2007, our bank could borrow an
additional $167.9 million.
Our bank has the ability to borrow money on a daily basis through correspondent banks via
established unsecured federal funds purchased lines, totaling $72.0 million as of June 30, 2007.
The average balance of federal funds purchased during the first six months of 2007 equaled $4.6
million, compared to a $6.7 million average federal funds sold position during the same time
period.
In addition to typical loan funding and deposit flow, we must maintain liquidity to meet the
demands of certain unfunded loan commitments and standby letters of credit. As of June 30, 2007,
our bank had a total of $490.1 million in unfunded loan commitments and $84.4 million in unfunded
standby letters of credit. Of the total unfunded loan commitments, $413.6 million were commitments
available as lines of credit to be drawn at any time as customers cash needs vary, and $76.5
million were for loan commitments expected to close and become funded within the next twelve
months. We monitor fluctuations in loan balances and commitment levels and include such data in
managing our overall liquidity.
Capital Resources
Shareholders equity is a noninterest-bearing source of funds that provides support for asset
growth. Shareholders equity increased by $2.6 million during the first six months of 2007, from
$171.9 million on December 31, 2006, to $174.5 million at June 30, 2007. The increase is primarily
attributable to net income of $6.5 million recorded during the first six months of 2007.
Shareholders equity also increased $0.1 million from the issuance of new shares of common stock
resulting from our dividend reinvestment plan, employee stock purchase plan and stock option
exercises. Shareholders equity was negatively impacted during the first six months of 2007 by the
payment of cash dividends totaling $2.3 million and a $1.9 million mark-to-market adjustment for
available for sale securities as defined in SFAS No. 115.
21
MERCANTILE BANK CORPORATION
We are subject to regulatory capital requirements primarily administered by federal bank
regulatory agencies. Failure to meet the various capital requirements can initiate regulatory
action that could have a direct material effect on the financial statements. The capital ratios of
the company and our bank as of June 30, 2007 and December 31, 2006 are disclosed under Note 9 of
the Notes to Consolidated Financial Statements.
Our and our banks ability to pay cash and stock dividends is subject to limitations under various
laws and regulations and to prudent and sound banking practices. We declared a 5% stock dividend
on April 10, 2007, that was distributed on May 4, 2007 to record holders as of April 23, 2007. All
earnings per share and dividend per share information have been adjusted for the 5% stock dividend.
We paid a $0.14 per share cash dividend on March 9, 2007 and on June 8, 2007. On July 10, 2007,
we declared a $0.14 per share cash dividend payable on September 10, 2007 to record holders as of
August 10, 2007.
Results of Operations
Net income for the second quarter of 2007 was $2.2 million ($0.26 per basic and diluted share),
which represents a 56.5% decrease from net income of $5.1 million ($0.61 per basic share and $0.60
per diluted share) recorded during the second quarter of 2006. Net income for the first six months
of 2007 was $6.5 million ($0.77 per basic and diluted share), which represents a 35.2% decrease
from net income of $10.0 million ($1.20 per basic share and $1.18 per diluted share) recorded
during the first six months of 2006. The decline in net income during both time periods is
primarily the result of lower net interest income and a higher provision for loan and lease losses.
In addition, net income for the second quarter of 2007 and the first six months of 2007 include a
one-time $1.2 million ($0.8 million after-tax) expense associated with the financial retirement
package for former Chairman and Chief Executive Officer, Gerald Johnson Jr., which was recorded
during the second quarter of 2007 in conjunction with Mr. Johnsons retirement effective June 30,
2007. Excluding this one-time expense, net income for the second quarter of 2007 was $3.0 million
($0.36 per basic and diluted share), while net income for the first six months of 2007 was $7.3
million ($0.86 per basic and diluted share).
Interest income during the second quarter of 2007 was $36.1 million, an increase of 6.9% over the
$33.7 million earned during the second quarter of 2006. Interest income during the first six
months of 2007 was $72.1 million, an increase of 11.2% over the $64.8 million earned during the
first six months of 2006. The growth in interest income during both time periods is primarily
attributable to growth in earning assets. During the second quarter of 2007, earning assets
averaged $1,965.3 million, $123.6 million higher than average earning assets of $1,841.7 million
during the second quarter of 2006. Average loans were up $112.0 million and average securities
increased $16.6 million. During the first six months of 2007, earning assets averaged $1,959.4
million, $149.0 million higher than average earning assets of $1,810.4 million during the same time
period in 2006. Average loans were up $135.8 million and average securities increased $18.1
million. During the second quarter of 2007 and 2006, earning assets had an average yield (tax
equivalent-adjusted basis) of 7.43% and 7.42%, respectively. During the first six months of 2007
and 2006, earning assets had an average yield of 7.48% and 7.29%, respectively. With approximately
65% of our total loans and leases tied to the prime rate, our asset yield has benefited from
increases in the prime rate. Between January 1, 2006 and June 30, 2006, the Federal Open Market
Committee raised the target federal funds rate by a total of 100 basis points, with the prime rate
increasing by the same magnitude. During the period of June 30, 2004 through June 30, 2006, the
target federal funds rate was increased a total of 425 basis points. In comparison to the average
yield on assets during the second quarter of 2006, the average yield on assets during the second
quarter of 2007 was lower by about 6 basis points due to an increase in non-performing assets.
22
MERCANTILE BANK CORPORATION
Interest expense during the second quarter of 2007 was $22.1 million, an increase of 22.3%
over the $18.1 million expensed during the second quarter of 2006. Interest expense during the
first six months of 2007 was $43.7 million, an increase of 28.1% over the $34.1 million expensed
during the first six months of 2006. The growth in interest expense is primarily attributable to
an increase in interest-bearing liabilities necessitated by asset growth and a higher interest rate
environment. During the second quarter of 2007, interest-bearing liabilities averaged $1,759.1
million, $114.3 million higher than average interest-bearing liabilities of $1,644.8 million during
the second quarter of 2006. Average interest-bearing deposits were up $123.2 million and average
short-term borrowings increased $11.4 million, partially offset by a $20.8 million decline in
average FHLBI advances. During the first six months of 2007, interest-bearing liabilities averaged
$1,754.3 million, $137.6 million higher than average interest-bearing liabilities of $1,616.7
million during the same time period in 2006. Average interest-bearing deposits were up $153.8
million and average short-term borrowings increased $12.4 million, while average FHLBI advances
declined $29.4 million. During the second quarter of 2007 and 2006, interest-bearing liabilities
had an average rate of 5.05% and 4.41%, respectively. During the first six months of 2007 and
2006, interest-bearing liabilities had an average rate of 5.02% and 4.25%, respectively. The
higher average cost of interest-bearing liabilities is primarily due to the increase in market
interest rates.
Net interest income during the second quarter of 2007 was $13.9 million, a decrease of 10.9% from
the $15.6 million earned during the second quarter of 2006. Net interest income during the first
six months of 2007 was $28.4 million, a decrease of 7.5% from the $30.7 million earned during the
same time period in 2006. The decrease in net interest income during both time periods was
primarily due to a decline in the net interest margin, which more than offset the positive impact
from growth in earning assets. The net interest margin during the second quarter of 2007 was
2.91%, compared to 3.47% during the second quarter of 2006. During the first six months of 2007,
the net interest margin was 2.99%, compared to 3.49% during the same time period in 2006. The
decline in our net interest margin during both time periods primarily reflects our cost of funds
increasing more than the improvement in our yield on assets. During the first six months of 2006,
our yield on assets increased in conjunction with the increase in the prime rate. However, our
yield on assets has remained relatively stable since then, reflecting the unchanged prime rate
since June 30, 2006. Our cost of funds increased during the first six months of 2006, reflecting
the increase in market interest rates. While deposit and borrowed fund rates have also remained
relatively stable since June 30, 2006, our cost of funds has continued to increase as maturing
fixed rate certificates of deposit and FHLBI advances that were originated in lower interest rate
environments are renewed or replaced with similar products in the current higher interest rate
environment.
The following table sets forth certain information relating to our consolidated average
interest-earning assets and interest-bearing liabilities and reflects the average yield on assets
and average cost of liabilities for the second quarter of 2007 and 2006. Such yields and costs are
derived by dividing income or expense by the average daily balance of assets or liabilities,
respectively, for the period presented. Tax-exempt 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 $300,000 and $301,000 in the second quarter of 2007 and 2006, respectively, for
this adjustment.
23
MERCANTILE BANK CORPORATION
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2006 |
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Average |
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Average |
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Average |
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Average |
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Balance |
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Interest |
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Balance |
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Interest |
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|
Rate |
|
|
|
(dollars in thousands) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases |
|
$ |
1,755,033 |
|
|
$ |
33,513 |
|
|
|
7.66 |
% |
|
$ |
1,643,022 |
|
|
$ |
31,304 |
|
|
|
7.64 |
% |
Securities |
|
|
203,715 |
|
|
|
2,785 |
|
|
|
5.47 |
|
|
|
187,102 |
|
|
|
2,600 |
|
|
|
5.56 |
|
Federal funds sold |
|
|
6,227 |
|
|
|
82 |
|
|
|
5.20 |
|
|
|
11,230 |
|
|
|
139 |
|
|
|
4.96 |
|
Short term investments |
|
|
370 |
|
|
|
4 |
|
|
|
4.75 |
|
|
|
312 |
|
|
|
4 |
|
|
|
4.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning
assets |
|
|
1,965,345 |
|
|
|
36,384 |
|
|
|
7.43 |
|
|
|
1,841,666 |
|
|
|
34,047 |
|
|
|
7.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
(22,329 |
) |
|
|
|
|
|
|
|
|
|
|
(21,457 |
) |
|
|
|
|
|
|
|
|
Other assets |
|
|
132,201 |
|
|
|
|
|
|
|
|
|
|
|
119,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,075,217 |
|
|
|
|
|
|
|
|
|
|
$ |
1,939,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
$ |
1,527,074 |
|
|
$ |
19,179 |
|
|
|
5.04 |
% |
|
$ |
1,403,912 |
|
|
$ |
15,358 |
|
|
|
4.39 |
% |
Short-term borrowings |
|
|
87,321 |
|
|
|
866 |
|
|
|
3.98 |
|
|
|
75,894 |
|
|
|
720 |
|
|
|
3.81 |
|
FHLB advances |
|
|
108,187 |
|
|
|
1,390 |
|
|
|
5.08 |
|
|
|
129,121 |
|
|
|
1,369 |
|
|
|
4.25 |
|
Long-term borrowings |
|
|
36,517 |
|
|
|
701 |
|
|
|
7.59 |
|
|
|
35,830 |
|
|
|
653 |
|
|
|
7.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing
liabilities |
|
|
1,759,099 |
|
|
|
22,136 |
|
|
|
5.05 |
|
|
|
1,644,757 |
|
|
|
18,100 |
|
|
|
4.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
deposits |
|
|
116,448 |
|
|
|
|
|
|
|
|
|
|
|
117,125 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
24,236 |
|
|
|
|
|
|
|
|
|
|
|
17,492 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
175,434 |
|
|
|
|
|
|
|
|
|
|
|
160,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity |
|
$ |
2,075,217 |
|
|
|
|
|
|
|
|
|
|
$ |
1,939,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
14,248 |
|
|
|
|
|
|
|
|
|
|
$ |
15,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread |
|
|
|
|
|
|
|
|
|
|
2.38 |
% |
|
|
|
|
|
|
|
|
|
|
3.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate margin
on average assets |
|
|
|
|
|
|
|
|
|
|
2.75 |
% |
|
|
|
|
|
|
|
|
|
|
3.30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin on
earning assets |
|
|
|
|
|
|
|
|
|
|
2.91 |
% |
|
|
|
|
|
|
|
|
|
|
3.47 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions to the allowance during the second quarter of 2007 were $2.4 million, an increase
of 56.7% over the $1.5 million that was expensed during the second quarter of 2006. Provisions to
the allowance during the first six months of 2007 were $3.4 million, an increase of 23.7% over the
$2.7 million that was expensed during the same time period in 2006. The increase during both time
periods primarily reflects a higher volume of non-performing loans, necessitating a higher
allowance balance. Non-performing loans as of June 30, 2007 totaled $20.6 million, compared to
$8.6 million as of December 31, 2006 and $8.5 million as of June 30, 2006. Net loan and lease
charge-offs of $1.2 million were recorded during the second quarter of 2007, compared to net loan
and lease charge-offs of $1.0 million during the second quarter of 2006. During the first six
months of 2007, net loan and lease charge-offs totaled $2.0 million, compared to net loan and lease
charge-offs of $1.7 million during the same time period in 2006. The allowance, as a percentage of
total loans and leases outstanding, equaled 1.28% as of June 30, 2007, increasing four basis points
during the second quarter of 2007 and increasing by one basis point during the first quarter of
2007.
24
MERCANTILE BANK CORPORATION
In each accounting period, the allowance is adjusted by the amount we believe is necessary to
maintain the allowance at adequate levels. Through the loan and lease review and credit
departments, we attempt to allocate specific portions of the allowance based on specifically
identifiable problem loans and leases. The evaluation of the allowance is further based on, but
not limited to, consideration of the internally prepared Reserve Analysis, composition of the loan
and lease portfolio, third party analysis of the loan and lease administration processes and loan
and lease portfolio and general economic conditions. In addition, the historically strong
commercial loan growth is taken into account.
The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation
factors to outstanding loan and lease balances to calculate an overall allowance dollar amount.
For commercial loans and leases, which continue to comprise a vast majority of our loan and lease
portfolio, reserve allocation factors are based upon the loan ratings as determined by our
standardized loan grade paradigms. For retail loans, reserve allocation factors are based upon the
type of credit. Adjustments for specific loan relationships, including impaired loans and leases,
are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent
levels and historical trends of net loan and lease charge-offs and non-performing assets with a
customized peer group consisting of ten similarlysized publicly traded banking organizations
conducting business in the states of Michigan, Illinois, Indiana or Ohio, the review and
consideration of our loan migration analysis and the experience of senior management making similar
loans and leases for an extensive period of time. We regularly review the Reserve Analysis and
make adjustments based upon identifiable trends and experience.
Noninterest income during the second quarter of 2007 was $1.42 million, an increase of 11.5% over
the $1.28 million earned during the second quarter of 2006. Noninterest income during the first
six months of 2007 was $2.83 million, an increase of 12.4% over the $2.52 million earned during the
same time period in 2006. Service charge income on deposits and repurchase agreements increased
$64,000 (19.5%) during the second quarter of 2007 when compared to the second quarter of 2006, and
increased $137,000 (21.2%) during the first six months of 2007 when compared to the same time
period during 2006, primarily reflecting an increase in the number of accounts during the past
twelve months and modest increases in our fee structure. We recorded increased fee income in
virtually all other major fee income categories during both time periods with the exception of a
relatively small decline in mortgage banking-related fee income.
25
MERCANTILE BANK CORPORATION
Noninterest expense during the second quarter of 2007 was $10.0 million, an increase of 25.0%
over the $8.0 million expensed during the second quarter of 2006. Noninterest expense during the
first six months of 2007 was $18.8 million, an increase of 17.1% over the $16.0 million expensed
during the same time period in 2006. Employee salary and benefit expenses were $1.8 million higher
during the second quarter of 2007 than the level expensed during the second quarter of 2006, and
were $2.5 million higher during the first six months of 2007 than the level expensed during the
first six months of 2006. The salary and benefit expenses for the second quarter of 2007 and the
first six months of 2007 include a one-time $1.2 million expense associated with the financial
retirement package for former Chairman and Chief Executive Officer, Gerald Johnson Jr., in
conjunction with Mr. Johnsons retirement effective June 30, 2007. The remainder of the other
increases in salary and benefit costs during both time periods primarily resulted from the hiring
of additional staff, annual merit pay increases and an accrual for employee bonuses. The level of
full-time equivalent employees increased from 277 at June 30, 2006 to 305 as of June 30, 2007.
During the second quarter of 2007 and the first six months of 2007, we accrued $0.1 million and
$0.3 million, respectively, for employee bonuses. During the second quarter of 2006 and the first
six months of 2006, no expense was recorded for employee bonuses. Occupancy and furniture and
equipment costs were relatively unchanged during 2007 when compared to 2006 levels. Other overhead
costs increased $0.1 million during the second quarter of 2007 over the level expensed during the
second quarter of 2006, and increased $0.3 million during the first six months of 2007 over the
level expensed during the first six months of 2006, primarily reflecting additional expenditures
required to administer the increased asset base.
Federal income tax expense was $0.8 million during the second quarter of 2007, a decrease of 66.7%
from the $2.3 million expensed during the second quarter of 2006. Federal income tax expense was
$2.6 million during the first six months of 2007, a decrease of 41.5% from the $4.5 million
expensed during the first six months of 2006. The decreases during both time periods primarily
result from the decline in income before federal income tax. Our effective tax rate was 25.5%
during the second quarter of 2007 and 28.6% during the first six months of 2007, compared to 30.8%
in both time periods during 2006, the decline primarily resulting from a decrease in taxable income
and the related increase in tax-exempt income as a percent of taxable income.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk.
All of our transactions are denominated in U.S. dollars with no specific foreign exchange exposure.
We have only limited agricultural-related loan assets and therefore have no significant exposure
to changes in commodity prices. Any impact that changes in foreign exchange rates and commodity
prices would have on interest rates is assumed to be insignificant. Interest rate risk is the
exposure of our financial condition to adverse movements in interest rates. We derive our income
primarily from the excess of interest collected on our interest-earning assets over the interest
paid on our 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.
26
MERCANTILE BANK CORPORATION
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 our net interest margin during periods of
changing market interest rates. The following table depicts our GAP position as of June 30, 2007
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within |
|
|
Three to |
|
|
One to |
|
|
After |
|
|
|
|
|
|
Three |
|
|
Twelve |
|
|
Five |
|
|
Five |
|
|
|
|
|
|
Months |
|
|
Months |
|
|
Years |
|
|
Years |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans and leases(1) |
|
$ |
847,266 |
|
|
$ |
77,307 |
|
|
$ |
662,884 |
|
|
$ |
58,287 |
|
|
$ |
1,645,744 |
|
Residential real estate loans |
|
|
59,193 |
|
|
|
3,886 |
|
|
|
47,307 |
|
|
|
14,487 |
|
|
|
124,873 |
|
Consumer loans |
|
|
1,441 |
|
|
|
695 |
|
|
|
2,571 |
|
|
|
702 |
|
|
|
5,409 |
|
Investment securities(2) |
|
|
8,734 |
|
|
|
1,648 |
|
|
|
45,557 |
|
|
|
148,506 |
|
|
|
204,445 |
|
Short-term investments |
|
|
251 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
251 |
|
Allowance for loan and leases losses |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(22,800 |
) |
Other assets |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
145,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
916,885 |
|
|
|
83,536 |
|
|
|
758,319 |
|
|
|
221,982 |
|
|
|
2,103,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking |
|
|
35,073 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
35,073 |
|
Savings |
|
|
83,081 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
83,081 |
|
Money market accounts |
|
|
11,359 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
11,359 |
|
Time deposits < $100,000 |
|
|
36,091 |
|
|
|
53,395 |
|
|
|
41,809 |
|
|
|
0 |
|
|
|
131,295 |
|
Time deposits $100,000 and over |
|
|
361,778 |
|
|
|
604,603 |
|
|
|
286,844 |
|
|
|
0 |
|
|
|
1,253,225 |
|
Short-term borrowings |
|
|
94,087 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
94,087 |
|
FHLB advances |
|
|
15,000 |
|
|
|
70,000 |
|
|
|
50,000 |
|
|
|
0 |
|
|
|
135,000 |
|
Long-term borrowings |
|
|
36,643 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
36,643 |
|
Noninterest-bearing checking |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
124,977 |
|
Other liabilities |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
24,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
673,112 |
|
|
|
727,998 |
|
|
|
378,653 |
|
|
|
0 |
|
|
|
1,928,989 |
|
Shareholders equity |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
174,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sources of funds |
|
|
673,112 |
|
|
|
727,998 |
|
|
|
378,653 |
|
|
|
0 |
|
|
|
2,103,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset (liability) GAP |
|
$ |
243,773 |
|
|
$ |
(644,462 |
) |
|
$ |
379,666 |
|
|
$ |
221,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative GAP |
|
$ |
243,773 |
|
|
$ |
(400,689 |
) |
|
$ |
(21,023 |
) |
|
$ |
200,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of cumulative GAP to
total assets |
|
|
11.6 |
% |
|
|
(19.0 |
)% |
|
|
(1.0 |
)% |
|
|
9.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 next repricing date. |
|
(2) |
|
Mortgage-backed securities are categorized by expected final maturities
based upon prepayment trends as of June 30, 2007. |
27
MERCANTILE BANK CORPORATION
The second interest rate risk measurement we use 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, 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 the timing, magnitude,
and frequency of interest rate changes and changes in market conditions and the companys
strategies, among other factors.
We conducted multiple simulations as of June 30, 2007, whereby 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 our net interest income over the next twelve months, which are 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 |
|
$ |
(1,691,000 |
) |
|
|
(2.9 |
)% |
|
|
|
|
|
|
|
|
|
Interest rates down 100 basis points |
|
|
(1,285,000 |
) |
|
|
(2.2 |
) |
|
|
|
|
|
|
|
|
|
No change in interest rates |
|
|
(878,000 |
) |
|
|
(1.5 |
) |
|
|
|
|
|
|
|
|
|
Interest rates up 100 basis points |
|
|
863,000 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
Interest rates up 200 basis points |
|
|
2,591,000 |
|
|
|
4.4 |
|
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; asset quality; economic and
competitive conditions; potential changes in lending, investing and deposit gathering strategies;
client preferences; and other factors.
Item 4. Controls and Procedures
As of June 30, 2007, 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 June 30, 2007.
There have been no significant changes in our internal controls over financial reporting during the
quarter ended June 30, 2007 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
28
PART II OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various legal proceedings that are incidental to our
business. In our opinion, we are not a party to any current legal proceedings that are material to
our financial condition, either individually or in the aggregate.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those previously disclosed in our
annual report on Form 10-K for the year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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 |
April 1 30 |
|
|
0 |
|
|
N/A |
|
0 |
|
0 |
May 1 31 |
|
|
0 |
|
|
N/A |
|
0 |
|
0 |
June 1 30 |
|
|
187 |
|
|
27.34 |
|
0 |
|
0 |
Total |
|
|
187 |
|
|
27.34 |
|
0 |
|
0 |
The shares shown in column (a) above as having been purchased were acquired from one of our
employees when she used shares of common stock that she already owned to pay part of the exercise
price when exercising a stock option grant issued under one of our employee stock option plans.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
At our Annual Meeting held on April 26, 2007, our shareholders voted to elect five directors,
Edward J. Clark, C. John Gill, Gerald R. Johnson, Jr., Calvin D. Murdock and Donald Williams, Sr.,
each for a three year term expiring at the Annual Meeting of the shareholders of the company in
2010. The results of the election were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes |
|
Votes |
|
Votes |
|
|
|
Broker |
Nominee |
|
For |
|
Against |
|
Withheld |
|
Abstentions |
|
Non-Votes |
Edward J. Clark |
|
7,349,109 |
|
0 |
|
196,441 |
|
0 |
|
0 |
C. John Gill |
|
7,342,417 |
|
0 |
|
203,146 |
|
0 |
|
0 |
Gerald R. Johnson, Jr. |
|
7,342,412 |
|
0 |
|
203,813 |
|
0 |
|
0 |
Calvin D. Murdock |
|
7,335,228 |
|
0 |
|
211,395 |
|
0 |
|
0 |
Donald Williams, Sr. |
|
7,217,929 |
|
0 |
|
327,621 |
|
0 |
|
0 |
The terms of office of the following directors (who were not up for election) continued after the
Annual Meeting: Betty S. Burton, David M. Cassard, Peter A. Cordes, Doyle A. Hayes, David M. Hecht,
Susan K. Jones, Lawrence W. Larsen, Michael H. Price, Merle J. Prins and Dale J. Visser.
29
Item 5. Other Information.
Not applicable.
Item 6. 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
|
|
Retirement Agreement by and among Mercantile Bank Corporation, Mercantile Bank of
Michigan and Gerald R. Johnson, Jr. is incorporated by reference to exhibit 10.1 of our
Form 8-K dated May 24, 2007 * |
|
|
|
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 |
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 8,
2007.
|
|
|
|
|
|
MERCANTILE BANK CORPORATION
|
|
|
By: |
/s/ Michael H. Price
|
|
|
Michael H. Price |
|
|
|
Chairman of the Board, President and Chief Executive
Officer
(Principal Executive Officer) |
|
|
|
|
|
|
|
By: |
/s/ Charles E. Christmas
|
|
|
Charles E. Christmas |
|
|
|
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer) |
|
|
|
31
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
|
|
Retirement Agreement by and among Mercantile Bank Corporation, Mercantile Bank of
Michigan and Gerald R. Johnson, Jr. is incorporated by reference to exhibit 10.1 of our
Form 8-K dated May 24, 2007 * |
|
|
|
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 |
32