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MERCANTILE BANK CORP - Annual Report: 2006 (Form 10-K)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 000-26719
MERCANTILE BANK CORPORATION
(Exact name of registrant as specified in its charter)
     
Michigan   38-3360865
     
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
310 Leonard Street NW, Grand Rapids, Michigan   49504
     
(Address of principal executive offices)   (Zip Code)
(616) 406-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each exchange on which registered
 
Common Stock   The Nasdaq Stock Market LLC
     
Securities registered pursuant to Section 12(g) of the Act: None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o      Accelerated filer þ      Non-accelerated filer o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
     The aggregate value of the common equity held by non-affiliates (persons other than directors and executive officers) of the registrant, computed by reference to the average of the closing bid and asked prices of the common stock as of the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $290.6 million.
     As of February 12, 2007, there were issued and outstanding 8,027,853 shares of the registrant’s common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2007 annual meeting of shareholders (Portions of Part III).
 
 

 


TABLE OF CONTENTS

PART I
ITEM 1. BUSINESS
ITEM 1A. RISK FACTORS
ITEM IB. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EXHIBIT INDEX
Director Fee Summary
Subsidiaries of the Company
Consent of Independent Registered Public Accounting Firm
Rule 13a-14(a) Certifications
Section 1350 Chief Executive Officer Certification
Section 1350 Chief Financial Officer Certification


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PART I
ITEM 1. BUSINESS
The Company
          Mercantile Bank Corporation is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”). Unless the text clearly suggests otherwise, references to “us,” “we,” “our,” or “the company” include Mercantile Bank Corporation and its wholly-owned subsidiaries. As a bank holding company, we are subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). We were organized on July 15, 1997, under the laws of the State of Michigan, primarily for the purpose of holding all of the stock of Mercantile Bank of Michigan (“our bank”), and of such other subsidiaries as we may acquire or establish. Our bank commenced business on December 15, 1997.
          Mercantile Bank Mortgage Company initiated business in October 2000 as a subsidiary of our bank, and was reorganized as Mercantile Bank Mortgage Company, LLC (“our mortgage company”), on January 1, 2004. Mercantile Insurance Center, Inc. (“our insurance company”), a subsidiary of our bank, commenced operations during 2002 to offer insurance products. Mercantile Bank Real Estate Co., L.L.C., (“our real estate company”), a subsidiary of our bank, was organized on July 21, 2003, principally to develop, construct and own our new facility in downtown Grand Rapids which serves as our bank’s new main office and Mercantile Bank Corporation’s headquarters. Mercantile Bank Capital Trust I (the “Mercantile trust”), a business trust subsidiary, was formed in September 2004 to issue trust preferred securities.
          To date we have raised capital from our initial public offering of common stock in October 1997, a public offering of common stock in July 1998, three private placements of common stock during 2001, a public offering of common stock in August 2001 and a public offering of common stock in September 2003. In addition, we raised capital through a public offering of $16.0 million of trust preferred securities in 1999, which was refinanced as part of a $32.0 million private placement of trust preferred securities in 2004. Our expenses have generally been paid using the proceeds of the capital sales and dividends from our bank. Our principal source of future operating funds is expected to be dividends from our bank.
          We filed an election to become a financial holding company, pursuant to the Bank Holding Company Act, as amended by Title I of the Gramm-Leach-Bliley Act and implementing Federal Reserve Board regulations, which election became effective March 23, 2000.
Our Bank
          Our bank is a state banking company that operates under the laws of the State of Michigan, pursuant to a charter issued by the Michigan Office of Financial and Insurance Services. Our bank’s deposits are insured to the maximum extent permitted by law by the Federal Deposit Insurance Corporation (“FDIC”). Our bank’s primary service area is the Kent and Ottawa County areas of West Michigan, which includes the City of Grand Rapids, the second largest city in the State of Michigan. In addition, our bank opened new offices in the cities of East Lansing and Ann Arbor, Michigan, during 2005.
          Our bank, through its eight offices, provides commercial and retail banking services primarily to small- to medium-sized businesses based in and around the Grand Rapids, Holland, Lansing and Ann Arbor metropolitan areas. These offices consist of a main office located at 310 Leonard Street NW, Grand Rapids, Michigan, a combination branch and retail loan center located at 4613 Alpine Avenue NW, Comstock Park, Michigan, a combination branch and operations center located at 5610 Byron Center Avenue SW, Wyoming, Michigan, and branches located at 4860 Broadmoor Avenue SE, Kentwood, Michigan, 3156 Knapp Street NE, Grand Rapids, Michigan, 880 East 16th Street, Holland, Michigan, 1651 West Lake Lansing Road, East Lansing, Michigan, and 325 Eisenhower Parkway, Ann Arbor, Michigan.

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          Our bank makes secured and unsecured commercial, construction, mortgage and consumer loans, and accepts checking, savings and time deposits. Our bank owns six automated teller machines (“ATM”), located at our branch locations in Grand Rapids and Holland, that participate in the MAC, NYCE and PLUS regional network systems, as well as other ATM networks throughout the country. Our bank also enables customers to conduct certain loan and deposit transactions by telephone and personal computer. Courier service is provided to certain commercial customers, and safe deposit facilities are available at our branch locations in Grand Rapids and Holland. Our bank does not have trust powers. In December 2001, our bank entered into a joint brokerage services and marketing agreement with Raymond James Financial Services, Inc. to make available to its customers financial planning, retail brokerage, equity research, insurance and annuities, retirement planning, trust services and estate planning.
Our Mortgage Company
          Our mortgage company’s predecessor, Mercantile Bank Mortgage Company, commenced operations on October 24, 2000, when our bank contributed most of its residential mortgage loan portfolio and participation interests in certain commercial mortgage loans to Mercantile Bank Mortgage Company. On the same date, our bank also transferred its residential mortgage origination function to Mercantile Bank Mortgage Company. On January 1, 2004, Mercantile Bank Mortgage Company was reorganized as Mercantile Bank Mortgage Company, LLC, a limited liability company, which is 99% owned by our bank and 1% owned by our insurance company. The reorganization had no impact on the company’s financial position or results of operations. Mortgage loans originated and held by our mortgage company are serviced by our bank pursuant to a servicing agreement.
Our Insurance Company
          Our insurance company acquired an existing shelf insurance agency effective April 15, 2002. An Agency and Institution Agreement was entered into among our insurance company, our bank and Hub International for the purpose of providing programs of mass marketed personal lines of insurance. Insurance product offerings include private passenger automobile, homeowners, personal inland marine, boat owners, recreational vehicle, dwelling fire, umbrella policies, small business and life insurance products, all of which are provided by and written through companies that have appointed Hub International as their agent.
Our Real Estate Company
          Our real estate company was organized on July 21, 2003, principally to develop, construct and own our facility in downtown Grand Rapids that serves as our bank’s main office and Mercantile Bank Corporation’s headquarters. This facility was placed into service during the second quarter of 2005. Our real estate company is 99% owned by our bank and 1% owned by our insurance company.
The Mercantile Trust
          In 2004, we formed the Mercantile trust, a Delaware business trust. Mercantile trust’s business and affairs are conducted by its property trustee, a Delaware trust company, and three individual administrative trustees who are employees and officers of the company. Mercantile trust was established for the purpose of issuing and selling its Series A and Series B trust preferred securities and common securities, and used the proceeds from the sales of those securities to acquire Series A and Series B Floating Rate Notes issued by the company. Substantially all of the net proceeds received by the company from the Series A transaction were used to redeem the trust preferred securities that had been issued by MBWM Capital Trust I in September 1999. We established MBWM Capital Trust I in 1999 to issue the trust preferred securities that were redeemed. Substantially all of the net proceeds received by the company from the Series B transaction were contributed to our bank as capital. The Series A and Series B Floating Rate Notes are categorized on our consolidated financial statements as subordinated debentures. Additional information regarding Mercantile trust is incorporated by reference to “Note 15 – Subordinated Debentures” and “Note 16 – Regulatory Matters” of the Notes to Consolidated Financial Statements included in this Annual Report on pages F-54 through F-56.

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Effect of Government Monetary Policies
          Our earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government, its agencies, and the Federal Reserve Board. The Federal Reserve Board’s monetary policies have had, and will likely continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order to, among other things, curb inflation, maintain employment, and mitigate economic recessions. The policies of the Federal Reserve Board have a major effect upon the levels of bank loans, investments and deposits through its open market operations in United States government securities, and through its regulation of, among other things, the discount rate on borrowings of member banks and the reserve requirements against member bank deposits. Our bank maintains reserves directly with the Federal Reserve Bank of Chicago to the extent required by law. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies.
Regulation and Supervision
          As a bank holding company under the Bank Holding Company Act, we are required to file an annual report with the Federal Reserve Board and such additional information as the Federal Reserve Board may require. We are also subject to examination by the Federal Reserve Board.
          The Bank Holding Company Act limits the activities of bank holding companies that have not qualified as financial holding companies to banking and the management of banking organizations, and to certain non-banking activities. These non-banking activities include those activities that the Federal Reserve Board found, by order or regulation as of the day prior to enactment of the Gramm-Leach-Bliley Act, to be so closely related to banking as to be a proper incident to banking. These non-banking activities include, among other things: operating a mortgage company, finance company, or factoring company; performing certain data processing operations; providing certain investment and financial advice; acting as an insurance agent for certain types of credit-related insurance; leasing property on a full-payout, nonoperating basis; and providing discount securities brokerage services for customers. With the exception of the activities of our mortgage company discussed above, neither we nor any of our subsidiaries engages in any of the non-banking activities listed above.
          In March 2000, our election to become a financial holding company, as permitted by the Bank Holding Company Act, as amended by Title I of the Gramm-Leach-Bliley Act, was accepted by the Federal Reserve Board. In order to continue as a financial holding company, we and our bank must satisfy statutory requirements regarding capitalization, management, and compliance with the Community Reinvestment Act. As a financial holding company, we are permitted to engage in a broader range of activities than are permitted to bank holding companies.
          Those expanded activities include any activity which the Federal Reserve Board (in certain instances in consultation with the Department of the Treasury) determines, by order or regulation, to be financial in nature or incidental to such financial activity, or to be complementary to a financial activity and not to pose a substantial risk to the safety or soundness of depository institutions or the financial system generally. Such expanded activities include, among others: insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability or death, or issuing annuities, and acting as principal, agent, or broker for such purposes; providing financial, investment, or economic advisory services, including advising a mutual fund; and underwriting, dealing in, or making a market in securities. Other than the insurance agency activities of our insurance company, neither we nor our subsidiaries presently engage in any of the expanded activities.
          Our bank is subject to restrictions imposed by federal law and regulation. Among other things, these restrictions apply to any extension of credit to us or to our other subsidiaries, to investments in stock or other securities that we issue, to the taking of such stock or securities as collateral for loans to any borrower, and to acquisitions of assets or services from, and sales of certain types of assets to, us or our other subsidiaries. Federal law restricts our ability to borrow from our bank by limiting the aggregate amount we may borrow and by requiring that all loans to us be secured in designated amounts by specified forms of collateral.

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          With respect to the acquisition of banking organizations, we are generally required to obtain the prior approval of the Federal Reserve Board before we can acquire all or substantially all of the assets of any bank, or acquire ownership or control of any voting shares of any bank or bank holding company, if, after the acquisition, we would own or control more than 5% of the voting shares of the bank or bank holding company. Acquisitions of banking organizations across state lines are subject to certain restrictions imposed by Federal and state laws and regulations.
Employees
          As of December 31, 2006, we and our bank employed 256 full-time and 69 part-time persons. Management believes that relations with employees are good.
Lending Policy
          As a routine part of our business, we make loans and leases to businesses and individuals located within our market areas. Our lending policy states that the function of the lending operation is twofold: to provide a means for the investment of funds at a profitable rate of return with an acceptable degree of risk, and to meet the credit needs of the creditworthy businesses and individuals who are our customers. We recognize that in the normal business of lending, some losses on loans and leases will be inevitable and should be considered a part of the normal cost of doing business.
          Our lending policy anticipates that priorities in extending loans and leases will be modified from time to time as interest rates, market conditions and competitive factors change. The policy sets forth guidelines on a nondiscriminatory basis for lending in accordance with applicable laws and regulations. The policy describes various criteria for granting loans and leases, including the ability to pay; the character of the customer; evidence of financial responsibility; purpose of the loan or lease; knowledge of collateral and its value; terms of repayment; source of repayment; payment history; and economic conditions.
          The lending policy further limits the amount of funds that may be loaned or leased against specified types of real estate collateral. For certain loans secured by real estate, the policy requires an appraisal of the property offered as collateral by a state certified independent appraiser. The policy also provides general guidelines for loan to value and lease to value limits for other types of collateral, such as accounts receivable and machinery and equipment. In addition, the policy provides general guidelines as to environmental analysis, loans to employees, executive officers and directors, problem loan and lease identification, maintenance of an allowance for loan and lease losses, loan and lease review and grading, mortgage and consumer lending, and other matters relating to our lending practices.
          The Board of Directors has delegated significant lending authority to officers of our bank. The Board of Directors believes this empowerment, supported by our strong credit culture and the significant experience of our commercial lending staff, makes us responsive to our customers. The loan policy currently specifies lending authority for certain officers up to $3.0 million, and $10.0 million for our bank’s Chairman of the Board and its President and Chief Executive Officer; however, the $10.0 million lending authority is generally used only in rare circumstances where timing is of the essence. Generally, loan requests exceeding $2.5 million require approval by the Officers Loan Committee, and loan requests exceeding $4.0 million, up to the legal lending limit of approximately $33.6 million, require approval by the Board of Directors. In most circumstances, we apply an in-house lending limit that is significantly less than our bank’s legal lending limit.
Lending Activity
          Commercial Loans. Our commercial lending group originates commercial loans and leases primarily in our market areas. Our commercial lenders have extensive commercial lending experience, with most having at least ten years’ experience. Loans and leases are originated for general business purposes, including working capital, accounts receivable financing, machinery and equipment acquisition, and commercial real estate financing, including new construction and land development.

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          Working capital loans are often structured as a line of credit and are reviewed periodically in connection with the borrower’s year-end financial reporting. These loans are generally secured by substantially all of the assets of the borrower, and have an interest rate tied to the national prime rate. Loans and leases for machinery and equipment purposes typically have a maturity of three to five years and are fully amortizing, while commercial real estate loans are usually written with a five-year maturity and amortize over a 15 year period. Commercial loans and leases typically have an interest rate that is fixed to maturity or is tied to the national prime rate.
          We evaluate many aspects of a commercial loan or lease transaction in order to minimize credit and interest rate risk. Underwriting includes an assessment of the management, products, markets, cash flow, capital, income and collateral. This analysis includes a review of the borrower’s historical and projected financial results. Appraisals are generally required by certified independent appraisers where real estate is the primary collateral, and in some cases, where equipment is the primary collateral. In certain situations, for creditworthy customers, we may accept title reports instead of requiring lenders’ policies of title insurance.
          Commercial real estate lending involves more risk than residential lending because loan balances are greater and repayment is dependent upon the borrower’s business operations. We attempt to minimize the risks associated with these transactions by generally limiting our commercial real estate lending to owner-operated properties of well-known customers or new customers whose businesses have an established profitable history. In many cases, risk is further reduced by limiting the amount of credit to any one borrower to an amount considerably less than our legal lending limit and avoiding certain types of commercial real estate financings.
          We have no material foreign loans, and no material loans to energy producing customers. We have only limited exposure to companies engaged in agricultural-related activities.
          Single-Family Residential Real Estate Loans. Our mortgage company originates single-family residential real estate loans in our market area, usually according to secondary market underwriting standards. Loans not conforming to those standards are made in limited circumstances. Single-family residential real estate loans provide borrowers with a fixed or adjustable interest rate with terms up to 30 years.
          Our bank has a home equity line of credit program. Home equity credit is generally secured by either a first or second mortgage on the borrower’s primary residence. The program provides revolving credit at a rate tied to the national prime rate.
          Consumer Loans. We originate consumer loans for a variety of personal financial needs, including new and used automobiles, boat loans, credit cards and overdraft protection for our checking account customers. Consumer loans generally have shorter terms and higher interest rates and usually involve more credit risk than single-family residential real estate loans because of the type and nature of the collateral.
          We believe our consumer loans are underwritten carefully, with a strong emphasis on the amount of the down payment, credit quality, employment stability and monthly income of the borrower. These loans are generally repaid on a monthly repayment schedule with the source of repayment tied to the borrower’s periodic income. In addition, consumer lending collections are dependent on the borrower’s continuing financial stability, and are thus likely to be adversely affected by job loss, illness and personal bankruptcy. In many cases, repossessed collateral for a defaulted consumer loan will not provide an adequate source of repayment of the outstanding loan balance because of depreciation of the underlying collateral.
          We believe that the generally higher yields earned on consumer loans compensate for the increased credit risk associated with such loans, and that consumer loans are important to our efforts to serve the credit needs of the communities and customers that we serve.

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Loan and Lease Portfolio Quality
          We utilize a comprehensive grading system for our commercial loans and leases as well as residential mortgage and consumer loans. All commercial loans and leases are graded on a ten grade rating system. The rating system utilizes standardized grade paradigms that analyze several critical factors such as cash flow, management and collateral coverage. All commercial loans and leases are graded at inception and reviewed at various intervals thereafter. Residential mortgage and consumer loans are graded on a four grade rating system using a separate standardized grade paradigm that analyzes several critical factors such as debt-to-income and credit and employment histories. Residential mortgage and consumer loans are graded on a random sampling basis after the loan has been made.
          Our independent loan and lease review program is primarily responsible for the administration of the grading system and ensuring adherence to established lending policies and procedures. The loan and lease review program is an integral part of maintaining our strong asset quality culture. The loan and lease review function works closely with senior management, although it functionally reports to the Board of Directors. All commercial loan and lease relationships equal to or exceeding $1.8 million are formally reviewed every twelve months, with a random sampling performed on credits under $1.8 million. Our watch list credits are reviewed monthly by our Watch List Committee, which is comprised of personnel from the administration, lending and loan and lease review functions.
          Loans and leases are placed in a nonaccrual status when, in our opinion, uncertainty exists as to the ultimate collection of principal and interest. As of December 31, 2006, loans and leases placed in nonaccrual status totaled $7.8 million, or 0.44% of total loans and leases. As of the same date, loans and leases past due 90 days or more and still accruing interest totaled $0.8 million, or 0.05% of total loans and leases. As of December 31, 2006, there were no other significant loans and leases where known information about credit problems of borrowers warranted the placing of the loans or leases in a nonaccrual status. We are not aware of any potential problem credits that could have a material adverse effect on our operating results, liquidity, or capital resources.
          Additional detail and information relative to the loan and lease portfolio is incorporated by reference to Management’s Discussion and Analysis of Financial Condition and Results of Operation (“Management’s Discussion and Analysis”) beginning on Page F-4 and Note 3 of the Consolidated Financial Statements on pages F-43 and F-44 included in this Annual Report.
Allowance for Loan and Lease Losses
          In each accounting period, we adjust the allowance for loan and lease losses (“allowance”) to the amount we believe is necessary to maintain the allowance at adequate levels. Through the loan and lease review and credit departments, we attempt to allocate specific portions of the allowance based on specifically identifiable problem loans and leases. The evaluation of the allowance is further based on, but not limited to, consideration of the internally prepared Loan Loss Reserve Analysis (“Reserve Analysis”), composition of the loan and lease portfolio, third party analysis of the loan and lease administration processes and portfolio and general economic conditions. In addition, the strong commercial loan and lease growth is taken into account.

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          The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation factors to outstanding loan and lease balances to calculate an overall allowance dollar amount. For commercial loans and leases, which continue to comprise a vast majority of our total loans and leases, reserve allocation factors are based upon the loan ratings as determined by our standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type of credit. Adjustments for specific lending relationships, including impaired loans and leases, are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent levels and historical trends of net loan charge-offs and non-performing assets, the comparison of the recent levels and historical trends of net loan charge-offs and non-performing assets with a customized peer group consisting of ten similarly-sized publicly traded banking organizations conducting business in the states of Michigan, Illinois, Indiana and/or Ohio, the review and consideration of our loan migration analysis and the experience of senior management making similar loans and leases for an extensive period of time. We regularly review the Reserve Analysis and make adjustments periodically based upon identifiable trends and experience.
          We believe that the present allowance is adequate, based on the broad range of considerations listed above.
          The primary risks associated with commercial loans and leases are the financial condition of the borrower, the sufficiency of collateral, and lack of timely payment. We have a policy of requesting and reviewing periodic financial statements from our commercial loan and lease customers, and periodically reviewing existence of collateral and its value. The primary risk element that we consider for consumer and residential real estate loan is lack of timely payment. We have a reporting system that monitors past due loans and have adopted policies to pursue our creditor’s rights in order to preserve our bank’s collateral position.
          Additional detail regarding the allowance is incorporated by reference to Management’s Discussion and Analysis beginning on Page F-4 and Note 3 of the Notes to Consolidated Financial Statements of the Company on pages F-43 and F-44 included in this Annual Report.
          Although we believe the allowance is adequate to absorb probable incurred losses as they arise, there can be no assurance that we will not sustain losses in any given period which could be substantial in relation to, or greater than, the size of the allowance.
Investments
          Bank Holding Company Investments. The principal investments of our bank holding company are the investments in the common stock of our bank and the common securities of Mercantile trust. Other funds of our bank holding company may be invested from time to time in various debt instruments.
          As a bank holding company, we are also permitted to make portfolio investments in equity securities and to make equity investments in subsidiaries engaged in a variety of non-banking activities, which include real estate-related activities such as community development, real estate appraisals, arranging equity financing for commercial real estate, and owning and operating real estate used substantially by our bank or acquired for its future use. In addition, our bank holding company’s qualification as a financial holding company enables us to make equity investments in companies engaged in a broader range of financial activities than we could do without that qualification. Such expanded activities include insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability or death, or issuing annuities, and acting as principal, agent, or broker for such purposes; providing financial, investment, or economic advisory services, including advising a mutual fund; and underwriting, dealing in, or making a market in securities. Our bank holding company has no plans at this time to make directly any of these equity investments at the bank holding company level. Our Board of Directors may, however, alter the investment policy at any time without shareholder approval.

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          In addition, so long as our bank holding company is qualified as a financial holding company, it would be permitted, as part of the business of underwriting or merchant banking activity and under certain circumstances and procedures, to invest in shares or other ownership interests in, or assets of, companies engaged in non-financial activities. In order to make those investments, our bank holding company would be required (i) to become, or to have an affiliate that is, a registered securities broker or dealer or a registered municipal securities dealer, or (ii) to control both an insurance company predominantly engaged in underwriting life, accident and health, or property and casualty insurance (other than credit insurance) or issuing annuities, and a registered investment adviser that furnishes investment advice to an insurance company. We do not currently have any securities, insurance, or investment advisory affiliates of the required types, nor does our bank holding company have any current plans to make any of the equity investments described in this paragraph.
          Our Bank’s Investments. Our bank may invest its funds in a wide variety of debt instruments and may participate in the federal funds market with other depository institutions. Subject to certain exceptions, our bank is prohibited from investing in equity securities. Among the equity investments permitted for our bank under various conditions and subject in some instances to amount limitations, are shares of a subsidiary insurance agency, mortgage company, real estate company, or Michigan business and industrial development company, such as our insurance company, our mortgage company, or our real estate company. Under another such exception, in certain circumstances and with prior notice to or approval of the FDIC, our bank could invest up to 10% of its total assets in the equity securities of a subsidiary corporation engaged in the acquisition and development of real property for sale, or the improvement of real property by construction or rehabilitation of residential or commercial units for sale or lease. Our bank has no present plans to make such an investment. Real estate acquired by our bank in satisfaction of or foreclosure upon loans may be held by our bank for specified periods. Our bank is also permitted to invest in such real estate as is necessary for the convenient transaction of its business. Our bank’s Board of Directors may alter the bank’s investment policy without shareholder approval at any time.
          Additional detail and information relative to the securities portfolio is incorporated by reference to Management’s Discussion and Analysis beginning on Page F-4 and Note 2 of the Notes to Consolidated Financial Statements on pages F-40 through F-42 included in this Annual Report.
Competition
          Our primary markets for loans and core deposits are the Grand Rapids, Holland, Lansing and Ann Arbor metropolitan areas. We face substantial competition in all phases of our operations from a variety of different competitors. We compete for deposits, loans and other financial services with numerous Michigan-based and out-of-state banks, savings banks, thrifts, credit unions and other financial institutions as well as from other entities that provide financial services. Some of the financial institutions and financial service organizations with which we compete are not subject to the same degree of regulation as we are. Many of our primary competitors have been in business for many years, have established customer bases, are larger, have substantially higher lending limits than we do, and offer larger branch networks and other services which we do not. Most of these same entities have greater capital resources than we do, which, among other things, may allow them to price their services at levels more favorable to the customer and to provide larger credit facilities than we do. Under the Gramm-Leach-Bliley Act, effective March 11, 2000, securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. The Gramm-Leach-Bliley Act may significantly change the competitive environment in which we conduct our business. The financial services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services.
Selected Statistical Information
          Management’s Discussion and Analysis beginning on Page F-4 in this Annual Report includes selected statistical information.

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Return on Equity and Assets
          Return on Equity and Asset information is included in Management’s Discussion and Analysis beginning on Page F-4 in this Annual Report.
Available Information
          We maintain an internet website at www.mercbank.com. We make available on or through our website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practical after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. We do not intend the address of our website to be an active link or to otherwise incorporate the contents of our website into this Annual Report.
ITEM 1A. RISK FACTORS
          The following risk factors could affect our business, financial condition or results of operations. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Annual Report because they could cause the actual results and conditions to differ materially from those projected in forward-looking statements. Before you buy our common stock, you should know that investing in our common stock involves risks, including the risks described below. The risks that are highlighted here are not the only ones we face. If the adverse matters referred to in any of the risks actually occur, our business, financial condition or operations could be adversely affected. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Adverse changes in economic conditions or interest rates may negatively affect our earnings, capital and liquidity.
          The results of operations for financial institutions, including our bank, may be materially and adversely affected by changes in prevailing local and national economic conditions, including declines in real estate market values and the related declines in value of our real estate collateral, rapid increases or decreases in interest rates and changes in the monetary and fiscal policies of the federal government. Our profitability is heavily influenced by the spread between the interest rates we earn on loans and investments and the interest rates we pay on deposits and other interest-bearing liabilities. Substantially all of our loans are to businesses and individuals in western, south central, or southeastern Michigan, and any decline in the economy of these areas could adversely affect us. Like most banking institutions, our net interest spread and margin will be affected by general economic conditions and other factors that influence market interest rates and our ability to respond to changes in these rates. At any given time, our assets and liabilities may be such that they will be affected differently by a given change in interest rates.
Our credit losses could increase and our allowance for loan and lease losses may not be adequate to cover actual loan losses.
          The risk of nonpayment of loans is inherent in all lending activities, and nonpayment, when it occurs, may have a materially adverse effect on our earnings and overall financial condition as well as the value of our common stock. Our focus on commercial lending may result in a larger concentration of loans to small businesses. As a result, we may assume different or greater lending risks than other banks. We make various assumptions and judgments about the collectibility of our loan portfolio and provide an allowance for losses based on several factors. If our assumptions are wrong, our allowance for loan and lease losses may not be sufficient to cover our losses, which would have an adverse effect on our operating results. While we have not experienced unusual amounts of charge-offs or nonperforming loans, we cannot assure you that we will not experience an increase in delinquencies and losses as the loans and leases continue to mature. The actual amounts of future provisions for loan and lease losses cannot be determined at this time and may exceed the amounts of past provisions. Additions to our allowance for loan and lease losses decrease our net income.

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We rely heavily on our management and other key personnel, and the loss of any of them may adversely affect our operations.
          We are and will continue to be dependent upon the services of our management team, including Gerald R. Johnson, Jr., our Chairman and Chief Executive Officer, Michael H. Price, our President and Chief Operating Officer, and our other senior managers. The loss of either Mr. Johnson or Mr. Price, or any of our other senior managers, could have an adverse effect on our growth and performance. We have entered into employment contracts with Mr. Johnson and Mr. Price and two other executive officers. The contracts provide for a three year employment period that is extended for an additional year each year unless a notice is given indicating that the contract will not be extended.
          In addition, we continue to depend on our city presidents and key commercial loan officers. Our city presidents and several of our commercial loan officers are responsible, or share responsibility, for generating and managing a significant portion of our commercial loan and lease portfolio. Our success can be attributed in large part to the relationships these officers as well as members of our management team have developed and are able to maintain with our customers as we continue to implement our community banking philosophy. The loss of any of these commercial loan officers could adversely affect our loan and lease portfolio and performance, and our ability to generate new loans and leases. Many of our key employees have signed agreements with us agreeing not to compete with us in one or more of our markets for specified time periods if they leave employment with us.
          Some of the other financial institutions in our markets also require their key employees to sign agreements that preclude or limit their ability to leave their employment and compete with them or solicit their customers. These agreements make it more difficult for us to hire loan officers with experience in our markets who can immediately solicit their former or new customers on our behalf.
Decline in the availability of out-of-area deposits could cause liquidity or interest rate margin concerns, or limit our growth.
          We have utilized and expect to continue to utilize out-of-area or wholesale deposits to support our asset growth. These deposits are generally a lower cost source of funds when compared to the interest rates that we would have to offer in our local markets to generate a commensurate level of funds. In addition, the overhead costs associated with wholesale deposits are considerably less than the overhead costs we would incur to obtain and administer a similar level of local deposits. A decline in the availability of these wholesale deposits would require us to fund our growth with more costly funding sources, which could reduce our net interest margin, limit our growth, reduce our asset size, or increase our overhead costs.
Future sales of our common stock or other securities may dilute the value of our common stock.
          In many situations, our Board of Directors has the authority, without any vote of our shareholders, to issue shares of our authorized but unissued stock, including shares authorized and unissued under our Stock Incentive Plan of 2006. In the future, we may issue additional securities, through public or private offerings, in order to raise additional capital. Any such issuance would dilute the percentage of ownership interest of existing shareholders and may dilute the per share book value of the common stock. In addition, option holders under our stock-based incentive plans may exercise their options at a time when we would otherwise be able to obtain additional equity capital on more favorable terms.

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Our growth and expansion may be limited by many factors.
          Our primary growth strategy has been to grow internally by increasing our business in the western Michigan area, and more recently in the Lansing and Ann Arbor areas of Michigan. We are also considering other areas in which we may expand our business. This internal growth strategy depends in large part on generating an increasing level of loans and deposits at acceptable risk and interest rate levels without commensurate increases in non-interest expenses. There can be no assurance that we will be successful in continuing our growth strategy due to delays and other impediments resulting from regulatory oversight, limited availability of qualified personnel and favorable and cost effective branch sites, and management time, capital, and expenses required to develop new branch sites and markets. In addition, the success of our growth strategy will depend on maintaining sufficient regulatory capital levels and on adequate economic conditions in our market areas.
          In addition, although we have no current plans to do so, we may acquire banks, related businesses or branches of other financial institutions that we believe provide a strategic fit with our business. To the extent that we grow through acquisitions, we cannot assure you that we will be able to adequately or profitably manage this growth. Acquiring other banks, businesses, or branches involves risks commonly associated with acquisitions, including exposure to unknown or contingent liabilities and asset quality issues, difficulty and expense of integrating the operations and personnel, potential disruption to our business including the diversion of management’s time and attention, and the possible loss of key employees and customers.
Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.
          We face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our ability to compete effectively in this highly competitive environment. We compete for deposits, loans and other financial services with numerous Michigan-based and out-of-state banks, thrifts, credit unions and other financial institutions as well as other entities that provide financial services, including securities firms and mutual funds. Some of the financial institutions and financial service organizations with which we compete are not subject to the same degree of regulation as we are. Most of our competitors have been in business for many years, have established customer bases, are larger, have substantially higher lending limits than we do and offer branch networks and other services which we do not, including trust and international banking services. Most of these entities have greater capital and other resources than we do, which, among other things, may allow them to price their services at levels more favorable to the customer and to provide larger credit facilities than we do. This competition may limit our growth or earnings. Under the Gramm-Leach-Bliley Act of 1999, effective March 11, 2000, securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. The Gramm-Leach-Bliley Act affects the competitive environment in which we conduct business. The financial services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services. These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.
We are subject to significant government regulation, and any regulatory changes may adversely affect us.
          The banking industry is heavily regulated under both federal and state law. These regulations are primarily intended to protect customers, not our creditors or shareholders. Existing state and federal banking laws subject us to substantial limitations with respect to the making of loans, the purchase of securities, the payment of dividends and many other aspects of our business. Some of these laws may benefit us, others may increase our costs of doing business, or otherwise adversely affect us and create competitive advantages for others. Regulations affecting banks and financial services companies undergo continuous change, and we cannot predict the ultimate effect of these changes, which could have a material adverse effect on our profitability or financial condition. Federal economic and monetary policy may also affect our ability to attract deposits, make loans and achieve satisfactory interest spreads.

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We continually encounter technological change, and we may have fewer resources than our competitors to continue to invest in technological improvements.
          The banking industry is undergoing technological changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, on our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. There can be no assurance that we will be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.
Our Articles of Incorporation and By-laws and the laws of Michigan contain provisions that may discourage or prevent a takeover of our company and reduce any takeover premium.
          Our Articles of Incorporation and By-laws, and the corporate laws of the State of Michigan, include provisions which are designed to provide our Board of Directors with time to consider whether a hostile takeover offer is in our and our shareholders’ best interest. These provisions, however, could discourage potential acquisition proposals and could delay or prevent a change in control. The provisions also could diminish the opportunities for a holder of our common stock to participate in tender offers, including tender offers at a price above the then-current market price for our common stock. These provisions could also prevent transactions in which our shareholders might otherwise receive a premium for their shares over then-current market prices, and may limit the ability of our shareholders to approve transactions that they may deem to be in their best interests.
          The Michigan Business Corporation Act contains provisions intended to protect shareholders and prohibit or discourage various types of hostile takeover activities. In addition to these provisions and the provisions of our Articles of Incorporation and Bylaws, federal law requires the Federal Reserve Board’s approval prior to acquiring “control” of a bank holding company. All of these provisions may delay or prevent a change in control without action by our shareholders and could adversely affect the price of our common stock.
There is a limited trading market for our common stock.
          The price of our common stock has been, and will likely continue to be, subject to fluctuations based on, among other things, economic and market conditions for bank holding companies and the stock market in general, as well as changes in investor perceptions of our company. The issuance of new shares of our common stock also may affect the market for our common stock.
          Our common stock is traded on the Nasdaq Global Select Market under the symbol “MBWM”. The development and maintenance of an active public trading market depends upon the existence of willing buyers and sellers, the presence of which is beyond our control. While we are a publicly-traded company, the volume of trading activity in our stock is still relatively limited. Even if a more active market develops, there can be no assurance that such a market will continue, or that our shareholders will be able to sell their shares at or above the offering price.
          We have paid a 5% stock dividend on our common stock each year since 2001, and have paid a quarterly cash dividend each quarter beginning with the first quarter of 2003. While we expect to continue paying cash dividends, there is no assurance that we will continue to do so.

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Our business is subject to operational risks.
          We, like most financial institutions, are exposed to many types of operational risks, including the risk of fraud by employees or outsiders, unauthorized transactions by employees or operational errors. Operational errors may include clerical or record keeping errors or those resulting from faulty or disabled computer or telecommunications systems. Given our volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully corrected. Our necessary dependence upon automated systems to record and process our transaction volume may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect.
          We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, including, for example, computer viruses or electrical or telecommunications outages, which may give rise to losses in service to customers and to loss or liability to us. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual obligations to us, or will be subject to the same risk of fraud or operational errors by their respective employees as are we, and to the risk that our or our vendors’ business continuity and data security systems prove not to be sufficiently adequate. We also face the risk that the design of our controls and procedures prove inadequate or are circumvented, causing delays in detection or errors in information. Although we maintain a system of controls designed to keep operational risk at appropriate levels, there can be no assurance that we will not suffer losses from operational risks in the future that may be material in amount.
ITEM IB. UNRESOLVED STAFF COMMENTS
          We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more before the end of our 2006 fiscal year and that remain unresolved.
ITEM 2. PROPERTIES
          During 2005, our bank placed into service a new four-story facility located approximately two miles north from the center of downtown Grand Rapids. Design and construction of this facility had started during 2003. This new facility serves as the Company’s headquarters and our bank’s main office, and houses the administration function, our bank’s commercial lending and review function, our bank’s loan operations function, a full service branch, portions of our bank’s retail lending and business development function and our bank’s retail brokerage operation. A majority of functions housed at this facility were formerly operated out of a leased facility located at 216 North Division Avenue, Grand Rapids, Michigan, approximately two miles from the new facility. The new facility consists of approximately 55,000 square feet of usable space and contains multiple drive-through lanes with ample parking. The land and building are owned by our real estate company. The address of this facility is 310 Leonard Street NW, Grand Rapids, Michigan.
          Our bank designed and constructed a full service branch and retail loan facility which opened in July of 1999 in Alpine Township, a northwest suburb of Grand Rapids. The facility is one story and has approximately 8,000 square feet of usable space. The land and building are owned by our bank. The facility has multiple drive-through lanes and ample parking space. The address of this facility is 4613 Alpine Avenue NW, Comstock Park, Michigan.

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          During 2001, our bank designed and constructed two facilities on a 4-acre parcel of land located in the City of Wyoming, a southwest suburb of Grand Rapids. The land had been purchased by our bank in 2000. The larger of the two buildings is a full service branch and deposit operations facility which opened in September of 2001. The facility is two-stories and has approximately 25,000 square feet of usable space. The facility is owned by our bank and has multiple drive-through lanes and ample parking space. The address of this facility is 5610 Byron Center Avenue SW, Wyoming, Michigan. The other building is a single-story facility with approximately 11,000 square feet of usable space. Our bank’s accounting, audit, loss prevention and wire transfer functions are housed in this building, which underwent a renovation in 2005 that almost doubled its size. This facility is also owned by our bank. The address of this facility is 5650 Byron Center Avenue SW, Wyoming, Michigan.
          During 2002, our bank designed and constructed a full service branch which opened in December of 2002 in the City of Kentwood, a southeast suburb of Grand Rapids. The land had been purchased by our bank in 2001. The facility is one story and has approximately 10,000 square feet of usable space. The facility is owned by our bank and has multiple drive-through lanes and ample parking space. The address of this facility is 4860 Broadmoor Avenue SW, Kentwood, Michigan.
          During 2003, our bank designed and constructed a full service branch in the northeast quadrant of the City of Grand Rapids. The land had been purchased by our bank in 2002. The facility is one story and has approximately 3,500 square feet of usable space. The facility is owned by our bank and has multiple drive-through lanes and ample parking space. The address of this facility is 3156 Knapp Street NE, Grand Rapids, Michigan.
          During 2003, our bank designed and started construction of a new two-story facility located in Holland, Michigan. This facility, which was completed during the fourth quarter of 2004, serves as a full service banking center for the Holland area, including commercial lending, retail lending and a full service branch. The facility consists of approximately 30,000 square feet of usable space and contains multiple drive-through lanes with ample parking. The address of this facility is 880 East 16th Street, Holland, Michigan.
          During 2005, our bank opened a branch facility in the City of East Lansing, Michigan. The facility is one story and has approximately 7,500 square feet of usable space. The facility is operated under a lease agreement between our bank and a third party. There is ample parking space, but no drive-through lanes. The address of this facility is 1651 West Lake Lansing Road, East Lansing, Michigan.
          During 2005, our bank opened a branch facility in the City of Ann Arbor, Michigan. The facility is one story and has approximately 10,000 square feet of usable space. The facility is operated under a lease agreement between our bank and a third party. There is ample parking space, but no drive-through lanes. The address of this facility is 325 Eisenhower Parkway, Ann Arbor, Michigan.
          During 2006, our bank purchased approximately 3 acres of vacant land and designed and initiated construction of a new three-story facility in East Lansing, Michigan. This facility, which is expected to be completed during the second quarter of 2007, will serve as a full service banking center for the greater Lansing area, including commercial lending, retail lending, and a full service branch. The facility will consist of approximately 27,000 square feet of usable space and will contain multiple drive-through lanes with ample parking. When completed, this facility will replace the leased facility noted above located on West Lake Lansing Road in East Lansing. The address of this facility is 3737 Coolidge Road, East Lansing, Michigan.
ITEM 3. LEGAL PROCEEDINGS
          From time to time, we may be involved in various legal proceedings that are incidental to our business. In the opinion of management, we are not a party to any legal proceedings that are material to our financial condition, either individually or in the aggregate.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None
PART II
ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
          Our common stock is traded on the Nasdaq Global Select Market under the symbol “MBWM”. At February 12, 2007, there were 305 record holders of our common stock. In addition, we estimate that there were approximately 4,000 beneficial owners of our common stock who own their shares through brokers or banks.
          The following table shows the high and low sales prices for our common stock as reported by the Nasdaq Global Select Market for the periods indicated and the quarterly cash dividends paid by us during those periods. The prices have been adjusted for the 5% stock dividends paid on May 16, 2006 and August 1, 2005.
                         
    High   Low   Dividend
2006
                       
First Quarter
  $ 38.20     $ 35.71     $ 0.12  
Second Quarter
    40.55       35.30       0.13  
Third Quarter
    41.05       36.92       0.13  
Fourth Quarter
    40.81       37.06       0.13  
 
                       
2005
                       
First Quarter
  $ 41.52     $ 34.65     $ 0.10  
Second Quarter
    41.67       35.56       0.11  
Third Quarter
    45.95       39.68       0.11  
Fourth Quarter
    40.92       35.67       0.11  
          Holders of our common stock are entitled to receive dividends that the Board of Directors may declare from time to time. We may only pay dividends out of funds that are legally available for that purpose. We are a holding company and substantially all of our assets are held by our subsidiaries. Our ability to pay dividends to our shareholders depends primarily on our bank’s ability to pay dividends to us. Dividend payments and extensions of credit to us from our bank are subject to legal and regulatory limitations, generally based on capital levels and current and retained earnings, imposed by law and regulatory agencies with authority over our bank. The ability of our bank to pay dividends is also subject to its profitability, financial condition, capital expenditures and other cash flow requirements. In addition, under the terms of our subordinated debentures, we would be precluded from paying dividends on our common stock if an event of default has occurred and is continuing under the subordinated debentures, or if we exercised our right to defer payments of interest on the subordinated debentures, until the deferral ended.
          On January 9, 2007, we declared a $0.14 per share cash dividend on our common stock, payable on March 9, 2007 to record holders as of February 9, 2007. We currently expect to continue to pay a quarterly cash dividend, although there can be no assurance that we will continue to do so.

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Issuer Purchases of Equity Securities
                                 
                    (c) Total Number of   (d) Maximum Number
    (a) Total           Shares Purchased as   of Shares that May
    Number of   (b) Average   Part of Publicly   Yet Be Purchased
    Shares   Price Paid Per   Announced Plans or   Under the
Period   Purchased   Share   Programs   Plans or Programs
October 1 – 31
    0     $ N/A       0       0  
November 1 – 30
    421       38.35       0       0  
December 1 – 31
    0       N/A       0       0  
Total
    421     $ 38.35       0       0  
The shares shown in column (a) above as having been purchased were acquired from one of our employees when she used shares of common stock that she already owned to pay part of the exercise price when exercising stock options issued under one of our employee stock option plans.
Shareholder Return Performance Graph
          Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on our common stock (based on the last reported sales price of the respective year) with the cumulative total return of the Nasdaq Composite Index and the SNL Nasdaq Bank Index from December 31, 2001 through December 31, 2006. The following is based on an investment of $100 on December 31, 2001 in our common stock, the Nasdaq Composite Index and the SNL Nasdaq Bank Index, with dividends reinvested where applicable.

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(PERFORMANCE GRAPH)
                                                 
    Period Ending
Index   12/31/01   12/31/02   12/31/03   12/31/04   12/30/05   12/31/06
 
Mercantile Bank Corporation
    100.00       139.90       229.27       263.15       272.06       283.42  
NASDAQ Composite
    100.00       68.76       103.67       113.16       115.57       127.58  
SNL NASDAQ Bank Index
    100.00       102.85       132.76       152.16       147.52       165.62  
ITEM 6. SELECTED FINANCIAL DATA
          The Selected Financial Data on page F-3 in this Annual Report is incorporated here by reference.
ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
          Management’s Discussion and Analysis on pages F-4 through F-22 in this Annual Report is incorporated here by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          The information under the heading “Market Risk Analysis” on pages F-22 through F-25 in this Annual Report is incorporated here by reference.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          The Consolidated Financial Statements, Notes to Consolidated Financial Statements and the Reports of Independent Registered Public Accounting Firm on pages F-26 through F-59 in this Annual Report are incorporated here by reference.
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
          On September 14, 2006, our Audit Committee concluded its proposal process for selection of an independent registered public accounting firm for 2007, and appointed BDO Seidman, LLP as our independent registered public accounting firm for the calendar year ending December 31, 2007. On the same date, our Audit Committee determined to dismiss Crowe Chizek and Company LLC as our independent registered public accounting firm after it completed its work for the calendar year ending December 31, 2006, and advised Crowe Chizek and Company LLC that it would not be engaged as our independent registered public accounting firm for the calendar year ending December 31, 2007. We filed a report on Form 8-K with the Securities and Exchange Commission on September 19, 2006 reporting the change of accountants and making related disclosures.
ITEM 9A. CONTROLS AND PROCEDURES
          As of December 31, 2006, an evaluation was performed under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2006. There have been no significant changes in our internal controls over financial reporting during the quarter ended December 31, 2006, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
          Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2006. Our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006 has been audited by Crowe Chizek and Company LLC, an independent registered public accounting firm, as stated in their report which is included in this Annual Report.
ITEM 9B. OTHER INFORMATION
          None

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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
          The information presented under the captions “Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Compliance” and “Corporate Governance – Code of Ethics” in the definitive Proxy Statement of Mercantile for our April 26, 2007 Annual Meeting of Shareholders (the “Proxy Statement”), a copy of which will be filed with the Securities and Exchange Commission before the meeting date, is incorporated here by reference.
          We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee consist of Betty S. Burton, David M. Cassard, C. John Gill, David M. Hecht, Calvin D. Murdock and Merle J. Prins. The Board of Directors has determined that Mr. Cassard, a member of the Audit Committee, is qualified as an audit committee financial expert, as that term is defined in the rules of the Securities and Exchange Commission. Mr. Cassard is independent, as independence for audit committee members is defined in the Nasdaq listing standards and the rules of the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION
          The information presented under the captions “Executive Compensation,” “Corporate Governance – Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the Proxy Statement is incorporated here by reference.
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
          The information presented under the caption “Stock Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated here by reference.
Equity Compensation Plan Information
          The following table summarizes information, as of December 31, 2006, relating to compensation plans under which equity securities are authorized for issuance.
                         
                    Number of securities
                    remaining available for
                    future issuance under
    Number of securities to   Weighted average   equity compensation
    be issued upon exercise   exercise price of   plans (excluding
    of outstanding options,   outstanding options,   securities reflected in
Plan Category   warrants and rights   warrants and rights   column (a))
    (a)   (b)   (c)
Equity compensation plans approved by security holders (1)
    275,369     $ 25.28       550,884 (2)
 
                       
Equity compensation plans not approved by security holders
    0       0       0  
 
                       
Total
    275,369     $ 25.28       550,884  

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(1)   These plans are Mercantile’s 1997 Employee Stock Option Plan, 2000 Employee Stock Option Plan, 2004 Employee Stock Option Plan, Independent Director Stock Option Plan and the Stock Incentive Plan of 2006.
 
(2)   These securities are available under the Stock Incentive Plan of 2006. Incentive awards may include, but are not limited to, stock options, restricted stock, stock appreciation rights and stock awards.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
          The information presented under the captions “Transactions with Related Persons” and “Corporate Governance – Director Independence” in the Proxy Statement is incorporated here by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
          The information presented under the caption “Principal Accountant Fees and Services” in the Proxy Statement is incorporated here by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements. The following financial statements and reports of independent registered public accounting firm of Mercantile Bank Corporation and its subsidiaries are filed as part of this report:
Reports of Independent Registered Public Accounting Firm dated February 20, 2007
Consolidated Balance Sheets — December 31, 2006 and 2005
Consolidated Statements of Income for each of the three years in the period ended December 31, 2006
Consolidated Statements of Changes in Shareholders’ Equity for each of the three years in the period ended December 31, 2006
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2006
Notes to Consolidated Financial Statements
The financial statements, the notes to financial statements, and the reports of independent registered public accounting firm listed above are incorporated by reference in Item 8 of this report.
     (2)   Financial Statement Schedules
Not applicable

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(b) Exhibits:
     
EXHIBIT NO.   EXHIBIT DESCRIPTION
 
3.1
  Our Articles of Incorporation are incorporated by reference to exhibit 3.1 of our Form 10-Q for the quarter ended June 30, 2004
 
   
3.2
  Our Amended and Restated Bylaws dated as of January 16, 2003 are incorporated by reference to exhibit 3.2 of our Registration Statement on Form S-3 (Commission File No. 333-103376) that became effective on February 21, 2003
 
   
10.1
  Our 1997 Employee Stock Option Plan is incorporated by reference to exhibit 10.1 of our Registration Statement on Form SB-2 (Commission File No. 333-33081) that became effective on October 23, 1997 *
 
   
10.2
  Our 2000 Employee Stock Option Plan is incorporated by reference to exhibit 10.14 of our Form 10-K for the year ended December 31, 2000 *
 
   
10.3
  Our 2004 Employee Stock Option Plan is incorporated by reference to exhibit 10.1 of our Form 10-Q for the quarter ended September 30, 2004 *
 
   
10.4
  Form of Stock Option Agreement for options under the 2004 Employee Stock Option Plan is incorporated by reference to exhibit 10.2 of our Form 10-Q for the quarter ended September 30, 2004 *
 
   
10.5
  Our Independent Director Stock Option Plan is incorporated by reference to exhibit 10.26 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.6
  Form of Stock Option Agreement for options under the Independent Director Stock Option Plan is incorporated by reference to exhibit 10.1 of our Form 8-K dated October 21, 2004 *
 
   
10.7
  Nonlender Bonus Plan is incorporated by reference to exhibit 10.3 of our Form 10-Q for the quarter ended September 30, 2004 *
 
   
10.8
  Mercantile Bank of West Michigan Deferred Compensation Plan for Members of the Board of Directors (1999) is incorporated by reference to Exhibit 10.6 of the Registration Statement of the company and our trust on Form SB-2 (Commission File Nos. 333-84313 and 333-84313-01) that became effective on September 13, 1999 *
 
   
10.9
  Agreement between Fiserv Solutions, Inc. and our bank dated September 10, 1997, is incorporated by reference to exhibit 10.3 of our Registration Statement on Form SB-2 (Commission File No. 333-33081) that became effective on October 23, 1997
 
   
10.10
  Extension Agreement of Data Processing Contract between Fiserv Solutions, Inc. and our bank dated May 12, 2000 extending the agreement between Fiserv Solutions, Inc. and our bank dated September 10, 1997, is incorporated by reference to exhibit 10.15 of our Form 10-K for the year ended December 31, 2000
 
   
10.11
  Extension Agreement of Data Processing Contract between Fiserv Solutions, Inc. and our bank dated November 22, 2002 extending the agreement between Fiserv Solutions, Inc. and our bank dated September 10, 1997, is incorporated by reference to exhibit 10.5 of our Form 10-K for the year ended December 31, 2002

22.


Table of Contents

     
EXHIBIT NO.   EXHIBIT DESCRIPTION
 
   
10.12
  Amended and Restated Employment Agreement dated as of October 18, 2001, among the company, our bank and Gerald R. Johnson, Jr., is incorporated by reference to exhibit 10.21 of our Form 10-K for the year ended December 31, 2001 *
 
   
10.13
  Amended and Restated Employment Agreement dated as of October 18, 2001, among the company, our bank and Michael H. Price, is incorporated by reference to exhibit 10.22 of our Form 10-K for the year ended December 31, 2001 *
 
   
10.14
  Employment Agreement dated as of October 18, 2001, among the company, our bank and Robert B. Kaminski, Jr., is incorporated by reference to exhibit 10.23 of our Form 10-K for the year ended December 31, 2001 *
 
   
10.15
  Employment Agreement dated as of October 18, 2001, among the company, our bank and Charles E. Christmas, is incorporated by reference to exhibit 10.23 of our Form 10-K for the year ended December 31, 2001 *
 
   
10.16
  Amendment to Employment Agreement dated as of October 17, 2002, among the company, our bank and Gerald R. Johnson, Jr., is incorporated by reference to exhibit 10.21 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.17
  Amendment to Employment Agreement dated as of October 17, 2002, among the company, our bank and Michael H. Price, is incorporated by reference to exhibit 10.22 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.18
  Amendment to Employment Agreement dated as of October 17, 2002, among the company, our bank and Robert B. Kaminski, Jr., is incorporated by reference to exhibit 10.23 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.19
  Amendment to Employment Agreement dated as of October 17, 2002, among the company, our bank and Charles E. Christmas, is incorporated by reference to exhibit 10.24 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.20
  Amendment to Employment Agreement dated as of October 28, 2004, among the company, our bank and Robert B. Kaminski, Jr., is incorporated by reference to exhibit 10.21 of our Form 10-K for the year ended December 31, 2004 *
 
   
10.21
  Junior Subordinated Indenture between us and Wilmington Trust Company dated September 16, 2004 providing for the issuance of the Series A and Series B Floating Rate Junior Subordinated Notes due 2034 is incorporated by reference to exhibit 10.1 of our Form 8-K dated December 15, 2004
 
   
10.22
  Amended and Restated Trust Agreement dated September 16, 2004 for Mercantile Bank Capital Trust I is incorporated by reference to exhibit 10.2 of our Form 8-K dated December 15, 2004
 
   
10.23
  Placement Agreement between us, Mercantile Bank Capital Trust I, and SunTrust Capital Markets, Inc. dated September 16, 2004 is incorporated by reference to exhibit 10.3 of our Form 8-K dated December 15, 2004
 
   
10.24
  Guarantee Agreement dated September 16, 2004 between Mercantile as Guarantor and Wilmington Trust Company as Guarantee Trustee is incorporated by reference to exhibit 10.4 of our Form 8-K dated December 15, 2004

23.


Table of Contents

     
EXHIBIT NO.   EXHIBIT DESCRIPTION
 
   
10.25
  Non-Lender Bonus Plan 2006, is incorporated by reference to exhibit 10.1 of our Form 8-K dated November 22, 2005 *
 
   
10.26
  Form of Agreement Amending Stock Option Agreement, dated November 17, 2005 issued under our 2004 Employee Stock Option Plan, is incorporated by reference to exhibit 10.1 of our Form 8-K dated December 12, 2005 *
 
   
10.27
  Second Amendment to Employment Agreement dated as of November 17, 2005, among the company, our bank and Gerald R. Johnson, Jr. is incorporated by reference to exhibit 10.28 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.28
  Second Amendment to Employment Agreement dated as of November 17, 2005, among the company, our bank and Michael H. Price is incorporated by reference to exhibit 10.29 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.29
  Third Amendment to Employment Agreement dated as of November 17, 2005, among the company, our bank and Robert B. Kaminski, Jr. is incorporated by reference to exhibit 10.30 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.30
  Second Amendment to Employment Agreement dated as of November 17, 2005, among the company, our bank and Charles E. Christmas is incorporated by reference to exhibit 10.31 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.31
  Form of Mercantile Bank of Michigan Executive Deferred Compensation Agreement, that has been entered into between our bank and each of Gerald R. Johnson, Jr., Michael H. Price, Robert B. Kaminski, Jr., Charles E. Christmas, and certain other officers of our bank is incorporated by reference to exhibit 10.32 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.32
  Form of Mercantile Bank of Michigan Split Dollar Agreement that has been entered into between our bank and each of Gerald R. Johnson, Jr., Michael H. Price, Robert B. Kaminski, Jr., Charles E. Christmas, and certain other officers of our bank is incorporated by reference to exhibit 10.33 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.33
  Director Fee Summary *
 
   
10.34
  Lease Agreement between our bank and Joe D. Pentecost Trust dated April 29, 2005 for our East Lansing, Michigan office is incorporated by reference to exhibit 10.35 of our Form 10-K for the year ended December 31, 2005
 
   
10.35
  Lease Agreement between our bank and The Conlin Company dated July 12, 2005 for our Ann Arbor, Michigan office is incorporated by reference to exhibit 10.36 of our Form 10-K for the year ended December 31, 2005
 
   
10.36
  Stock Incentive Plan of 2006 is incorporated by reference to Appendix A of our proxy statement for our April 27, 2006 annual meeting of shareholders that was filed with the Securities and Exchange Commission *

24.


Table of Contents

     
EXHIBIT NO.   EXHIBIT DESCRIPTION
 
   
10.37
  Form of Notice of Grant of Incentive Stock Option and Stock Option Agreement for incentive stock options granted under our Stock Incentive Plan of 2006 is incorporated by reference to exhibit 10.1 of our Form 8-K dated November 22, 2006 *
 
   
10.38
  Form of Restricted Stock Award Agreement Notification of Award and Terms and Conditions of Award for restricted stock under our Stock Incentive Plan of 2006 is incorporated by reference to exhibit 10.2 of our Form 8-K dated November 22, 2006 *
 
   
10.39
  Executive Officer Bonus Plan for 2007 is incorporated by reference to exhibit 10.1 of our Form 8-K dated January 29, 2007 *
 
   
21
  Subsidiaries of the company
 
   
23
  Consent of Independent Registered Public Accounting Firm
 
   
31
  Rule 13a-14(a) Certifications
 
   
32.1
  Section 1350 Chief Executive Officer Certification
 
   
32.2
  Section 1350 Chief Financial Officer Certification
 
*   Management contract or compensatory plan
 
(c)   Financial Statements Not Included In Annual Report
 
    Not applicable

25.


Table of Contents

MERCANTILE BANK CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005

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Table of Contents

MERCANTILE BANK CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
CONTENTS
         
SELECTED FINANCIAL DATA
    F-3  
 
       
MANAGEMENT’S DISCUSSION AND ANALYSIS
    F-4  
 
       
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    F-26  
 
       
REPORT BY MERCANTILE BANK CORPORATION’S MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    F-28  
 
       
CONSOLIDATED FINANCIAL STATEMENTS
       
 
       
CONSOLIDATED BALANCE SHEETS
    F-29  
 
       
CONSOLIDATED STATEMENTS OF INCOME
    F-30  
 
       
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
    F-31  
 
       
CONSOLIDATED STATEMENTS OF CASH FLOWS
    F-33  
 
       
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    F-35  

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Table of Contents

SELECTED FINANCIAL DATA
                                         
    2006     2005     2004     2003     2002  
    (Dollars in thousands except per share data)  
Consolidated Results of Operations:
                                       
 
                                       
Interest income
  $ 137,260     $ 102,130     $ 69,022     $ 54,658     $ 47,632  
Interest expense
    75,673       46,838       26,595       23,395       24,026  
 
                             
Net interest income
    61,587       55,292       42,427       31,263       23,606  
Provision for loan and lease losses
    5,775       3,790       4,674       3,800       3,002  
Noninterest income
    5,261       5,661       4,302       4,409       3,101  
Noninterest expense
    32,262       31,117       23,198       18,071       12,781  
 
                             
Income before income tax expense
    28,811       26,046       18,857       13,801       10,924  
Income tax expense
    8,964       8,145       5,136       3,785       3,167  
 
                             
Net income
  $ 19,847     $ 17,901     $ 13,721     $ 10,016     $ 7,757  
 
                             
 
                                       
Consolidated Balance Sheet Data:
                                       
 
                                       
Total assets
  $ 2,067,268     $ 1,838,210     $ 1,536,119     $ 1,203,337     $ 922,360  
Cash and cash equivalents
    51,380       36,753       20,811       16,564       28,117  
Securities
    202,419       181,614       152,965       121,510       96,893  
Loans and leases, net of deferred fees
    1,745,478       1,561,812       1,317,124       1,035,963       771,554  
Allowance for loan and lease losses
    21,411       20,527       17,819       14,379       10,890  
Bank owned life insurance policies
    30,858       28,071       23,750       16,441       14,876  
 
                                       
Deposits
    1,646,903       1,419,352       1,159,181       902,892       754,113  
Securities sold under agreements to repurchase
    85,472       72,201       56,317       49,545       50,335  
Federal Home Loan Bank advances
    95,000       130,000       120,000       90,000       15,000  
Subordinated debentures
    32,990       32,990       32,990       16,495       16,495  
Shareholders’ equity
    171,915       155,125       141,617       130,201       79,834  
 
                                       
Consolidated Financial Ratios:
                                       
 
                                       
Return on average assets
    1.01 %     1.05 %     0.99 %     0.96 %     0.97 %
Return on average shareholders’ equity
    12.19 %     12.05 %     10.16 %     10.61 %     10.30 %
Average shareholders’ equity to average assets
    8.31 %     8.73 %     9.79 %     9.00 %     9.45 %
 
                                       
Nonperforming loans and leases to total loans and leases
    0.49 %     0.26 %     0.22 %     0.17 %     0.10 %
Allowance for loan and lease losses to total loans and leases
    1.23 %     1.31 %     1.35 %     1.39 %     1.41 %
 
                                       
Tier 1 leverage capital
    10.04 %     10.45 %     11.53 %     12.49 %     10.72 %
Tier 1 leverage risk-based capital
    10.37 %     10.82 %     11.82 %     12.60 %     10.85 %
Total risk-based capital
    11.45 %     12.00 %     13.03 %     13.84 %     12.10 %
 
                                       
Per Share Data:
                                       
 
                                       
Net Income:
                                       
Basic
  $ 2.48     $ 2.25     $ 1.73     $ 1.49     $ 1.23  
Diluted
    2.45       2.20       1.69       1.46       1.22  
 
                                       
Book value at end of period
    21.43       19.46       17.78       16.40       12.66  
Dividends declared
    0.51       0.41       0.32       0.27     NA  
Dividend payout ratio
    20.34 %     17.79 %     18.60 %     18.41 %   NA  
NA — Not Applicable

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion and other portions of this Annual Report contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about our company. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “projects,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise.
Future Factors include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulation; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in the national and local economies; and other risk factors described in Item 1A of this Annual Report. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on Mercantile Bank Corporation’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan and lease losses, and actual results could differ from those estimates.
The allowance for loan and lease losses is maintained at a level we believe is adequate to absorb probable incurred losses identified and inherent in the loan and lease portfolio. Our evaluation of the adequacy of the allowance for loan and lease losses is an estimate based on reviews of individual loans, assessments of the impact of current and anticipated economic conditions on the portfolio, and historical loss experience. The allowance for loan and lease losses represents management’s best estimate, but significant downturns in circumstances relating to loan and lease quality or economic conditions could result in a requirement for an increased allowance for loan and lease losses in the near future. Likewise, an upturn in loan and lease quality or improved economic conditions may result in a decline in the required allowance for loan and lease losses. In either instance, unanticipated changes could have a significant impact on operating earnings.
The allowance for loan and lease losses is increased through a provision charged to operating expense. Uncollectible loans and leases are charged-off through the allowance for loan and lease losses. Recoveries of loans and leases previously charged-off are added to the allowance for loan and lease losses. A loan is considered impaired when it is probable that contractual interest and principal payments will not be collected either for the amounts or by the dates as scheduled in the loan agreement. Our policy for recognizing income on impaired loans is to accrue interest unless a loan is placed on nonaccrual status.

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INTRODUCTION
This Management’s Discussion and Analysis should be read in conjunction with the consolidated financial statements contained in this Annual Report. This discussion provides information about the consolidated financial condition and results of operations of Mercantile Bank Corporation and its consolidated subsidiary, Mercantile Bank of Michigan (“our bank”), and of Mercantile Bank Mortgage Company, LLC (“our mortgage company”), Mercantile Bank Real Estate Co., L.L.C. (“our real estate company”) and Mercantile Insurance Center, Inc. (“our insurance company”), which are subsidiaries of our bank. Unless the text clearly suggests otherwise, references to “us,” “we,” “our,” or “the company” include Mercantile Bank Corporation and its wholly-owned subsidiaries referred to above.
We were incorporated on July 15, 1997 as a bank holding company to establish and own our bank. Our bank, after receiving all necessary regulatory approvals, began operations on December 15, 1997. Our bank has a strong commitment to community banking and offers a wide range of financial products and services, primarily to small- to medium-sized businesses, as well as individuals. Our bank’s lending strategy focuses on commercial lending, and, to a lesser extent, residential mortgage and consumer lending. Our bank also offers a broad array of deposit products, including checking, savings, money market, and certificates of deposit, as well as security repurchase agreements. Our primary markets are the Grand Rapids, Holland, Lansing and Ann Arbor metropolitan areas. Our bank utilizes certificates of deposit from customers located outside of the primary market area to assist in funding the rapid asset growth our bank has experienced since inception.
We formed a business trust, Mercantile Bank Capital Trust I (“the trust”), in 2004 to issue trust preferred securities. We issued subordinated debentures to the trust in return for the proceeds raised from the issuance of the trust preferred securities. In accordance with FASB Interpretation No. 46, the trust is not consolidated, but instead we report the subordinated debentures issued to the trust as a liability.
Our mortgage company’s predecessor, Mercantile Bank Mortgage Company, was formed to increase the profitability and efficiency of the company’s mortgage loan operations. Mercantile Bank Mortgage Company initiated business on October 24, 2000 from our bank’s contribution of most of its residential mortgage loan portfolio and participation interests in certain commercial mortgage loans. On the same date, our bank had also transferred its residential mortgage origination function to Mercantile Bank Mortgage Company. On January 1, 2004, Mercantile Bank Mortgage Company was reorganized as Mercantile Bank Mortgage Company, LLC, a limited liability company. Mortgage loans originated and held by our mortgage company are serviced by our bank pursuant to a servicing agreement.
Our insurance company acquired, at nominal cost, an existing shelf insurance agency effective April 15, 2002. An Agency and Institution Agreement was entered into among our insurance company, our bank and Hub International for the purpose of providing programs of mass marketed personal lines of insurance. Insurance product offerings include private passenger automobile, homeowners, personal inland marine, boat owners, recreational vehicle, dwelling fire, umbrella policies, small business and life insurance products, all of which are provided by and written through companies that have appointed Hub International as their agent.
Our real estate company was organized on July 21, 2003, principally to develop, construct and own our new facility in downtown Grand Rapids which serves as our bank’s new main office and Mercantile Bank Corporation’s headquarters. Construction was completed during the second quarter of 2005.
FINANCIAL CONDITION
We continued to experience strong asset growth during 2006. Assets increased from $1,838.2 million on December 31, 2005 to $2,067.3 million on December 31, 2006. This represents an increase in total assets of $229.1 million, or 12.5%. The increase in total assets was primarily comprised of a $182.8 million increase in net loans and leases, a $20.8 million increase in securities and a $14.6 million increase in cash and cash equivalents. The increase in assets was primarily funded by a $227.6 million increase in deposits, a $13.3 million increase in repurchase agreements and a $16.8 million increase in shareholders’ equity.

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Table of Contents

Earning Assets
Average earning assets equaled 94.9% of average total assets during 2006, compared to 94.8% during 2005. Although we experienced strong asset growth during 2006, the asset composition remained relatively constant. The loan portfolio continued to comprise a majority of earning assets, followed by securities and federal funds sold.
Our loan and lease portfolio, which equaled 89.2% of average earnings assets during 2006, is primarily comprised of commercial loans and leases. Constituting over 92% of loans and leases and growing by $177.3 million during 2006, the commercial loan and lease portfolio represents loans to businesses generally located within our market areas. Approximately 70% of the commercial loan and lease portfolio is primarily secured by real estate properties, with the remaining generally secured by other business assets such as accounts receivable, inventory, and equipment. The continued significant concentration of the loan and lease portfolio in commercial loans and leases and the strong growth of this portion of our lending business are consistent with our strategy of focusing a substantial amount of our efforts on “wholesale” banking. Corporate and business lending continues to be an area of expertise for our senior management team, and our commercial lenders have extensive commercial lending experience, with most having at least ten years’ experience. Of each of the loan categories that we originate, commercial loans and leases are most efficiently originated and managed, thus limiting overhead costs by necessitating the attention of fewer full-time employees. Our commercial lending business generates the greatest amount of local deposits and is virtually our only source of significant demand deposits.
Residential mortgage and consumer loans, while equaling less than 8% of total loans and leases during 2006, also experienced strong growth; however, while we expect the residential mortgage loan and consumer loan portfolios to increase in future periods, the commercial sector of the lending efforts and resultant assets are expected to remain the dominant loan portfolio category given our wholesale banking strategy.
The following tables present the maturity of total loans outstanding as of December 31, 2006, according to scheduled repayments of principal on fixed rate loans and repricing frequency on variable rate loans. Floating rate loans that are currently at interest rate ceilings, totaling $281.0 million as of December 31, 2006, are treated as fixed rate loans and are reflected using maturity date and not repricing frequency.
                                 
    0-1     1-5     After 5        
    Year     Years     Years     Total  
Construction and land development
  $ 246,656,000     $ 33,858,000     $ 13,142,000     $ 293,656,000  
Real estate — secured by 1-4 family properties
    64,832,000       53,131,000       13,681,000       131,644,000  
Real estate — secured by multi-family properties
    16,005,000       14,566,000       432,000       31,003,000  
Real estate — secured by nonresidential properties
    310,559,000       466,547,000       31,153,000       808,259,000  
Commercial
    380,139,000       86,222,000       4,911,000       471,272,000  
Leases
    33,000       1,355,000       0       1,388,000  
Consumer
    3,303,000       4,208,000       745,000       8,256,000  
 
                       
 
                               
 
  $ 1,021,527,000     $ 659,887,000     $ 64,064,000     $ 1,745,478,000  
 
                       
 
                               
Fixed rate loans
  $ 93,126,000     $ 658,425,000     $ 64,064,000     $ 815,615,000  
Floating rate loans
    928,401,000       1,462,000       0       929,863,000  
 
                       
 
                               
 
  $ 1,021,527,000     $ 659,887,000     $ 64,064,000     $ 1,745,478,000  
 
                       
Our credit policies establish guidelines to manage credit risk and asset quality. These guidelines include loan review and early identification of problem loans to provide effective loan portfolio administration. The credit policies and procedures are meant to minimize the risk and uncertainties inherent in lending. In following these policies and procedures, we must rely on estimates, appraisals and evaluations of loans and the possibility that changes in these could occur quickly because of changing economic conditions. Identified problem loans, which exhibit characteristics (financial or otherwise) that could cause the loans to become nonperforming or require restructuring in the future, are included on the internal “Watch List.” Senior management reviews this list regularly.

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Although the level of net loan and lease charge-offs and nonperforming loans and leases increased during 2006, the quality of our loan portfolio remains good. The levels of net loan and lease charge-offs and nonperforming loans and leases approximated banking industry averages during 2006, compared to levels that were below banking industry averages in prior years. As of December 31, 2006, nonperforming loans and leases totaled $8.6 million, or 0.49% of total loans and leases. At December 31, 2005, nonperforming loans and leases totaled $4.0 million, or 0.26% of total loans and leases. Net loan and lease charge-offs during 2006 totaled $4.9 million, or 0.29% of average total loans and leases. During 2005, net loan and lease charge-offs totaled $1.1 million, or 0.08% of average total loans and leases. Over 98% of the loan and lease portfolio consists of loans and leases extended directly to companies or individuals doing business and residing within our market areas. The remaining portion is comprised of commercial loans participated with certain unaffiliated commercial banks outside of our market areas, which are underwritten using the same loan criteria as though our bank was the originating bank.
The following table summarizes nonperforming loans and leases and troubled debt restructurings.
                                         
    December 31,2006     December 31, 2005     December 31, 2004     December 31, 2003     December 31, 2002  
Loans and leases on nonaccrual status
  $ 7,752,000     $ 3,601,000     $ 2,842,000     $ 233,000     $ 796,000  
 
                                       
Loans and leases 90 days or more past due and accruing interest
    819,000       394,000       0       1,552,000       0  
 
                                       
Troubled debt restructurings
    0       0       0       0       0  
 
                             
 
                                       
Total
  $ 8,571,000     $ 3,995,000     $ 2,842,000     $ 1,785,000     $ 796,000  
 
                             

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The following table summarizes changes in the allowance for loan and lease losses for the past five years.
                                         
    2006     2005     2004     2003     2002  
Loan and leases outstanding at year-end
  $ 1,745,478,000     $ 1,561,812,000     $ 1,317,124,000     $ 1,035,963,000     $ 771,554,000  
 
                             
 
                                       
Daily average balance of loans and leases outstanding
  $ 1,660,284,000     $ 1,432,609,000     $ 1,177,568,000     $ 887,512,000     $ 669,781,000  
 
                             
 
                                       
Balance of allowance at beginning of year
  $ 20,527,000     $ 17,819,000     $ 14,379,000     $ 10,890,000     $ 8,494,000  
 
                                       
Loans and leases charged-off:
                                       
Commercial, financial and agricultural
    (5,208,000 )     (718,000 )     (1,328,000 )     (471,000 )     (696,000 )
Construction and land development
    0       (521,000 )     0       0       0  
Leases
    0       0       0       0       0  
Residential real estate
    (50,000 )     (131,000 )     (16,000 )     (26,000 )     0  
Instalment loans to individuals
    (131,000 )     (22,000 )     (61,000 )     (99,000 )     (10,000 )
 
                             
Total loans and leases charged-off
    (5,389,000 )     (1,392,000 )     (1,405,000 )     (596,000 )     (706,000 )
 
                                       
Recoveries of previously charged-off loans and leases:
                                       
Commercial, financial and agricultural
    487,000       298,000       150,000       257,000       78,000  
Construction and land development
    0       2,000       0       0       0  
Leases
    0       0       0       0       0  
Residential real estate
    2,000       6,000       0       22,000       4,000  
Instalment loans to individuals
    9,000       4,000       21,000       6,000       18,000  
 
                             
Total recoveries
    498,000       310,000       171,000       285,000       100,000  
 
                             
 
                                       
Net charge-offs
    (4,891,000 )     (1,082,000 )     (1,234,000 )     (311,000 )     (606,000 )
 
                                       
Provision for loan and leases losses
    5,775,000       3,790,000       4,674,000       3,800,000       3,002,000  
 
                             
 
                                       
Balance of allowance at year-end
  $ 21,411,000     $ 20,527,000     $ 17,819,000     $ 14,379,000     $ 10,890,000  
 
                             
 
                                       
Ratio of net charge-offs during the period to average loans and leases outstanding during the period
    (0.29 %)     (0.08 %)     (0.10 %)     (0.04 %)     (0.09 %)
 
                             
 
                                       
Ratio of allowance to loans and leases outstanding at end of the period
    1.23 %     1.31 %     1.35 %     1.39 %     1.41 %
 
                             
In each accounting period, we adjust the allowance to the amount we believe is necessary to maintain the allowance at adequate levels. Through the loan and lease review and credit departments, we attempt to allocate specific portions of the allowance based on specifically identifiable problem loans and leases. The evaluation of the allowance is further based on, but not limited to, consideration of the internally prepared Reserve Analysis, composition of the loan and lease portfolio, third party analysis of the loan and lease administration processes and portfolio and general economic conditions. In addition, the strong commercial loan and lease growth is taken into account.
The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation factors to outstanding loan and lease balances to calculate an overall allowance dollar amount. For commercial loans and leases, which continue to comprise a vast majority of our total loans and leases, reserve allocation factors are based upon the loan ratings as determined by our standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type of credit. Adjustments for specific lending relationships, including impaired loans and leases, are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent levels and historical trends of net loan charge-offs and non-performing assets, the comparison of the recent levels and historical trends of net loan charge-offs and non-performing assets with a customized peer group consisting of ten similarly-sized publicly traded banking organizations conducting business in the states of Michigan, Illinois, Indiana and/or Ohio, the review and consideration of our loan migration analysis and the experience of senior management making similar loans and leases for an extensive period of time. We regularly review the Reserve Analysis and make adjustments periodically based upon identifiable trends and experience.

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The following table illustrates the breakdown of the allowance balance to loan type (dollars in thousands) and of the total loan and lease portfolio (in percentages).
                                                                                 
    December 31, 2006     December 31, 2005     December 31, 2004     December 31, 2003     December 31, 2002  
    Amount     Loan
Portfolio
    Amount     Loan
Portfolio
    Amount     Loan
Portfolio
    Amount     Loan
Portfolio
    Amount     Loan
Portfolio
 
Commercial, financial and agricultural
  $ 15,706       75.1 %   $ 16,507       76.9 %   $ 15,457       79.8 %   $ 12,220       79.0 %   $ 9,188       77.9 %
 
                                                                               
Construction and land
development
    3,975       16.8       2,868       14.5       1,581       10.3       1,571       11.4       1,143       13.5  
 
                                                                               
Leases
    15       0.1       30       0.1       39       0.2       26       0.2       11       0.1  
 
                                                                               
Residential real estate
    1,591       7.5       1,020       8.2       557       9.3       450       8.9       443       7.9  
 
                                                                               
Instalment loans to individuals
    124       0.5       102       0.3       185       0.4       112       0.5       105       0.6  
 
                                                                               
Unallocated
    0     NA       0     NA       0     NA       0     NA       0     NA  
 
                                                           
 
                                                                               
Total
  $ 21,411       100.0 %   $ 20,527       100.0 %   $ 17,819       100.0 %   $ 14,379       100.0 %   $ 10,890       100.0 %
 
                                                           
The primary risk elements with respect to commercial loans and leases are the financial condition of the borrower, the sufficiency of collateral, and lack of timely payment. We have a policy of requesting and reviewing periodic financial statements from commercial loan and lease customers, and we periodically review the existence of collateral and its value. The primary risk element with respect to each instalment and residential real estate loan is lack of timely payment. We have a reporting system that monitors past due loans and have adopted policies to pursue creditor’s rights in order to preserve our bank’s position.
Although we believe that the allowance is adequate to sustain losses as they arise, there can be no assurance that our bank will not sustain losses in any given period that could be substantial in relation to, or greater than, the size of the allowance.
The securities portfolio also experienced strong growth during 2006, increasing from $181.6 million on December 31, 2005 to $202.4 million at December 31, 2006. During 2006, the securities portfolio equaled 10.2% of average earning assets. We maintain the portfolio at levels to provide adequate pledging for the repurchase agreement program and secondary liquidity for our daily operations. In addition, the portfolio serves a primary interest rate risk management function. At December 31, 2006, the portfolio was comprised of high credit quality U.S. Government Agency issued bonds (38%), municipal general obligation and revenue bonds (32%), U.S. Government Agency issued and guaranteed mortgage-backed securities (26%), Federal Home Loan Bank stock (4%) and a mutual fund (less than 1%).

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The following table reflects the composition of the securities portfolio, excluding Federal Home Loan Bank stock.
                                                 
    December 31, 2006     December 31, 2005     December 31, 2004  
    Carrying
Value
    Percentage     Carrying
Value
    Percentage     Carrying
Value
    Percentage  
U.S. Government agency debt obligations
  $ 76,836,000       39.4 %   $ 63,712,000       36.7 %   $ 56,025,000       38.3 %
 
                                               
Mortgage-backed securities
    53,083,000       27.2       48,237,000       27.7       37,801,000       25.9  
 
                                               
Municipal general obligations
    56,870,000       29.2       53,685,000       30.9       45,063,000       30.8  
 
                                               
Municipal revenue bonds
    7,073,000       3.6       7,081,000       4.1       7,278,000       5.0  
 
                                               
Mutual fund
    1,048,000       0.6       1,012,000       0.6       0     NA  
 
                                   
 
                                               
Total
  $ 194,910,000       100.0 %   $ 173,727,000       100.0 %   $ 146,167,000       100.0 %
 
                                         
All securities, with the exception of tax-exempt municipal bonds, have been designated as “available for sale” as defined in Financial Accounting Standards Board Standard (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. Securities designated as available for sale are stated at fair value, with the unrealized gains and losses, net of income tax, reported as a separate component of shareholders’ equity in accumulated other comprehensive income. The fair value of securities designated as available for sale at December 31, 2006 and 2005 was $131.0 million and $113.0 million, respectively. The net unrealized loss recorded at December 31, 2006 was $1.7 million, compared to the net unrealized loss of $2.2 million as of December 31, 2005. All tax-exempt municipal bonds have been designated as “held to maturity” as defined in SFAS No. 115, and are stated at amortized cost. As of December 31, 2006 and 2005, held to maturity securities had an amortized cost of $63.9 million and $60.8 million and a fair value of $65.0 million and $62.9 million, respectively.
The following table shows by class of maturities as of December 31, 2006, the amounts and weighted average yields of investment securities (1):
                 
    Carrying     Average  
    Value     Yield  
    (Dollars in thousands)  
U.S. Treasury securities and obligations of U.S.
               
Government agencies and corporations
               
One year or less
  $ 0     NA
Over one through five years
    17,647,000       4.72 %
Over five through ten years
    59,189,000       5.21  
Over ten years
    0     NA
 
           
 
    76,836,000       5.10  
Obligations of states and political subdivisions
               
One year or less
    2,593,000       7.11  
Over one through five years
    8,798,000       6.87  
Over five through ten years
    11,533,000       6.38  
Over ten years
    41,019,000       6.39  
 
           
 
    63,943,000       6.48  
 
               
Mortgage-backed securities
    53,083,000       5.03  
Mutual fund
    1,048,000       4.36  
 
           
 
               
 
  $ 194,910,000       5.53 %
 
           
 
(1)   Yields on tax-exempt securities are computed on a fully taxable-equivalent basis.

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Federal funds sold, consisting of excess funds sold overnight to correspondent banks, are used to manage daily liquidity needs and interest rate sensitivity. During 2006, the average balance of these funds equaled 0.5% of average earning assets, unchanged from the level during 2005. The levels maintained during 2006 and 2005 are well within our internal policy guidelines, and future levels are not expected to change significantly.
Cash and due from bank balances increased from $36.2 million at December 31, 2005, to $51.4 million on December 31, 2006, an increase of $15.2 million. The increase was primarily the result of larger amounts of deposits made by our deposit customers on the last business day of 2006 when compared to the last business day of 2005. Our commercial lending and wholesale funding focus results in relatively large day-to-day fluctuations of our cash and due from bank balances; however, relative to our asset size the average balances are generally stable. Cash and due from bank balances averaged $38.3 million, or 2.0% of average assets during 2006, compared to $36.8 million, or 2.2% of average assets, during 2005.
Net premises and equipment increased from $30.2 million at December 31, 2005, to $33.5 million on December 31, 2006, an increase of $3.3 million. The increase primarily reflects the land acquisition and initial construction costs associated with our new office facility currently under construction in East Lansing, Michigan. Construction on this new facility is expected to be completed during the second quarter of 2007.
Source of Funds
Our major sources of funds are from deposits, repurchase agreements and Federal Home Loan Bank (“FHLB”) advances. Total deposits increased from $1,419.4 million at December 31, 2005, to $1,646.9 million on December 31, 2006, an increase of $227.5 million, or 16.0%. Included within these numbers is the success we achieved in generating deposit growth from customers located within our market areas during 2006. Local deposits increased from $456.5 million at December 31, 2005, to $633.1 million on December 31, 2006, an increase of $176.6 million, or 38.7%. Despite this success in obtaining funds from local customers, the substantial asset growth has necessitated the continued acquisition of funds from depositors outside of our market areas and FHLB advances. Out-of-area deposits increased from $962.8 million at December 31, 2005, to $1,013.8 million on December 31, 2006, an increase of $51.0 million, or 5.3%. Repurchase agreements increased from $72.2 million at December 31, 2005, to $85.5 million on December 31, 2006, an increase of $13.3 million, or 18.4%. FHLB advances decreased from $130.0 million at December 31, 2005, to $95.0 million on December 31, 2006, a decrease of $35.0 million, or 26.9%. At December 31, 2006, local deposits and repurchase agreements equaled 38.4% of total funding liabilities, compared to 31.8% on December 31, 2005.
During 2006, we experienced strong growth in our noninterest-bearing checking deposit accounts. Comprised primarily of business loan customers, noninterest-bearing checking deposit accounts grew $12.4 million, or 10.2%, and equaled 6.4% of average total liabilities during 2006. Interest-bearing checking accounts increased $0.2 million, or 0.4%, and equaled 2.0% of average total liabilities during 2006. Money market deposit accounts decreased $0.9 million, or 9.0%, and equaled 0.6% of average total liabilities during 2006. Business loan customers also comprise the majority of interest-bearing checking and money market deposit accounts, although to a lesser extent than noninterest-bearing checking accounts. Pursuant to Federal law and regulations, incorporated businesses may not own interest-bearing checking accounts and transactions from money market accounts are limited. We anticipate continued overall growth of our check-writing deposit accounts as additional business loans are extended and through the efforts of our branch network and business development activities.
During 2006, savings account balances recorded a decrease of $13.9 million, or 13.1%, and equaled 5.2% of average total liabilities. The decline in savings account balances during 2006 is primarily due to customers opening certificates of deposit with funds from their savings accounts, as rates offered on certificates of deposit have risen at a faster pace than rates offered on savings accounts. Business loan customers also comprise the majority of savings account holders, although to a lesser extent than check-writing accounts. While we anticipate an increase in savings account balances as additional business loans are extended and through the efforts of our branch network and business development activities, the increase may be negatively impacted by potential continued fund transfers to certificate of deposit products.

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Certificates of deposit purchased by customers located within our market areas increased significantly during 2006, growing from $179.3 million at December 31, 2005, to $358.2 million on December 31, 2006, an increase of $178.9 million, or 99.8%. These deposits accounted for 15.9% of average total liabilities during 2006. The growth was attributable to individuals, businesses and municipalities, and includes new monies to our bank from existing and new customers as well as transfers from existing savings accounts. The increase in local municipality certificates of deposit has been facilitated by our qualifying for funds from new municipal customers and additional funds from existing customers through a combination of our asset growth and increased profitability as measured by the municipalities’ investment policy guidelines, and is a trend that we expect to continue.
During 2006, certificates of deposit obtained from customers located outside of our market areas increased by $51.0 million, and represented 55.9% of average total liabilities. At December 31, 2006, out-of-area deposits totaled $1,013.8 million. Out-of-area deposits consist primarily of certificates of deposit placed by deposit brokers for a fee, but also include certificates of deposit obtained from the deposit owners directly. The owners of the out-of-area deposits include individuals, businesses and governmental units located throughout the country. Out-of-area deposits are utilized to support our asset growth, and are generally a lower cost source of funds when compared to the interest rates that would have to be offered in the local market to generate a sufficient level of funds. During most of 2006, rates paid on new out-of-area deposits were very similar to rates paid on new certificates of deposit issued to local customers. In addition, the overhead costs associated with the out-of-area deposits are considerably less than the overhead costs that would be incurred to administer a similar level of local deposits. Although local deposits have and are expected to increase as new business, governmental and individual deposit relationships are established and as existing customers increase the balances in their deposit accounts, the relatively high reliance on out-of-area deposits will likely remain.
Repurchase agreements increased $13.3 million and equaled 4.0% of average total liabilities during 2006. As part of our sweep account program, collected funds from certain business noninterest-bearing checking accounts are invested in overnight interest-bearing repurchase agreements. Although not considered a deposit account and therefore not afforded federal deposit insurance, the repurchase agreements are a means of providing a return for business customers that are not permitted to have an interest-bearing checking account.
FHLB advances decreased $35.0 million and equaled 6.8% of average total liabilities during 2006. FHLB advances are collateralized by residential mortgage loans, first mortgage liens on multi-family residential property loans, first mortgage liens on commercial real estate property loans, and substantially all other assets of our bank, under a blanket lien arrangement. Our borrowing line of credit at December 31, 2006 totaled $322.6 million. We first started to use FHLB advances in late 2002, and expect to continue to use this funding source, along with out-of-area certificates of deposit, as part of our wholesale funding program.
Shareholders’ equity increased $16.8 million and equaled 8.3% of average assets during 2006. The increase was primarily attributable to net income from operations. Net income from operations totaled $19.8 million during 2006. Also positively impacting shareholders’ equity was a $0.3 million mark-to-market adjustment for available for sale securities as defined in SFAS No. 115, plus proceeds totaling $0.4 million relating to stock option exercises and our dividend reinvestment and employee stock purchase plans. Negatively impacting shareholders’ equity during 2006 was the payment of cash dividends, which totaled $4.0 million.
RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006 and 2005
Summary
We recorded strong earnings performance during 2006. Net income was $19.8 million, or $2.48 per basic share and $2.45 per diluted share. This earnings performance compares favorably to net income of $17.9 million, or $2.25 per basic share and $2.20 per diluted share, recorded in 2005. The $1.9 million improvement in net income represents an increase of 10.9%, while diluted earnings per share were up 11.4%. The earnings improvement during 2006 over that of 2005 is primarily attributable to higher net interest income, which more than offset increases in provision expense and overhead costs.

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The following table shows some of the key performance and equity ratios for the years ended December 31, 2006 and 2005.
                 
    2006     2005  
Return on average total assets
    1.01 %     1.05 %
Return on average equity
    12.19       12.05  
Dividend payout ratio
    20.34       17.79  
Average equity to average assets
    8.31       8.73  
Net Interest Income
Net interest income, the difference between revenue generated from earning assets and the interest cost of funding those assets, is our primary source of earnings. Interest income (adjusted for tax-exempt income) and interest expense totaled $138.5 million and $75.7 million during 2006, respectively, providing for net interest income of $62.8 million. This performance compares favorably to that of 2005 when interest income and interest expense were $103.2 million and $46.8 million, respectively, providing for net interest income of $56.4 million. In comparing 2006 with 2005, interest income increased 34.1%, interest expense was up 61.6% and net interest income increased 11.3%. The level of net interest income is primarily a function of asset size, as the weighted average interest rate received on earning assets is greater than the weighted average interest cost of funding sources; however, factors such as types of assets and liabilities, interest rate environment, interest rate risk, common stock sales, liquidity, and customer behavior also impact net interest income as well as the net interest margin.
The net interest margin declined from 3.50% in 2005 to 3.37% in 2006, a decrease of 3.7%. Our net interest margin during 2004 was 3.30%. Throughout 2005 and during the first half of 2006, our net interest margin was generally on an increasing trend. From June 2004 through June 2006, the Federal Open Market Committee (“FOMC”) increased the federal funds rate by 25 basis points at 17 consecutive meetings, causing the prime rate to increase from 4.00% in June 2004 to 8.25% in June 2006. Our yield on assets increased significantly during this time period, as the interest rates on over 70% of our total loans and leases were tied to the prime rate. Our cost of funds also increased during this time period, as interest rates paid on our deposits and borrowings increased as well. However, our cost of funds increased at a slower rate than the increase in our yield on assets, with a significant portion of our interest-bearing liabilities comprised of fixed rate certificates of deposit and borrowings, resulting in a lagged increased cost of funds. The FOMC has left the federal funds rate unchanged since June 2006, resulting in a relatively steady yield on assets. However, our cost of funds has continued to increase as maturing fixed rate certificates of deposit and borrowings, which were obtained during lower interest rate environments, are replaced or renewed at higher interest rates. Assuming no major changes in the federal funds rate in the near future, we expect our cost of funds, and therefore our net interest margin, to level-out during the second quarter of 2007.
The following table depicts the average balance, interest earned and paid, and weighted average rate of our assets, liabilities and shareholders’ equity during 2006, 2005 and 2004. The table also depicts the dollar amount of change in interest income and interest expense of interest-earning assets and interest-bearing liabilities, segregated between change due to volume and change due to rate. For tax-exempt investment securities, interest income and yield have been computed on a tax equivalent basis using a marginal tax rate of 35%. Securities interest income was increased by $1.2 million, $1.1 million and $1.0 million in 2006, 2005 and 2004, respectively.

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(Dollars in thousands)   Years ended December 31,  
    2006     2005     2004  
    Average             Average                     Average     Average     Average     Average  
    Balance     Interest     Rate     Balance     Interest     Rate     Balance     Interest     Rate  
 
                                                     
Taxable securities
  $ 128,382     $ 6,557       5.11 %   $ 114,097     $ 5,588       4.90 %   $ 82,107     $ 3,935       4.79 %
Tax — exempt securities
    61,949       3,930       6.34       58,005       3,703       6.38       48,322       3,174       6.57  
 
                                                           
Total securities
    190,331       10,487       5.51       172,102       9,291       5.40       130,429       7,109       5.45  
 
                                                                       
Loans and leases
    1,660,284       127,470       7.68       1,432,609       93,666       6.54       1,177,568       62,791       5.33  
Short — term investments
    320       12       3.75       582       14       2.41       593       4       0.67  
Federal funds sold
    9,745       482       4.95       8,156       266       3.26       5,942       75       1.26  
 
                                                           
Total earning assets
    1,860,680       138,451       7.44       1,613,449       103,237       6.40       1,314,532       69,979       5.32  
 
                                                                       
Allowance for loan and lease losses
    (21,464 )                     (19,048 )                     (16,203 )                
Cash and due from banks
    38,298                       36,827                       31,587                  
Other non — earning assets
    82,419                       70,769                       49,262                  
 
                                                                 
 
                                                                       
Total assets
  $ 1,959,933                     $ 1,701,997                     $ 1,379,178                  
 
                                                                 
 
                                                                       
Interest — bearing demand deposits
  $ 36,530     $ 1,069       2.93 %   $ 36,319     $ 707       1.95 %   $ 32,994     $ 427       1.29 %
Savings deposits
    93,046       3,328       3.58       113,945       2,934       2.57       136,214       2,497       1.83  
Money market accounts
    10,326       325       3.15       9,478       211       2.23       8,788       129       1.47  
Time deposits
    1,289,777       60,033       4.65       1,036,457       35,032       3.38       780,867       18,733       2.40  
 
                                                           
Total interest — bearing deposits
    1,429,679       64,755       4.53       1,196,199       38,884       3.25       958,863       21,786       2.27  
 
                                                                       
Short — term borrowings
    75,885       2,867       3.78       66,814       1,795       2.69       55,816       877       1.57  
Federal Home Loan Bank advances
    121,932       5,393       4.42       131,137       4,200       3.20       112,869       2,471       2.19  
Long — term borrowings
    35,895       2,658       7.40       35,014       1,959       5.59       18,938       1,461       7.71  
 
                                                           
Total interest — bearing liabilities
    1,663,391       75,673       4.55       1,429,164       46,838       3.28       1,146,486       26,595       2.32  
 
                                                           
 
                                                                       
Demand deposits
    115,390                       111,892                       90,534                  
Other liabilities
    18,371                       12,352                       7,156                  
 
                                                                 
Total liabilities
    1,797,152                       1,553,408                       1,244,176                  
Average equity
    162,781                       148,589                       135,002                  
 
                                                                 
Total liabilities and equity
  $ 1,959,933                     $ 1,701,997                     $ 1,379,178                  
 
                                                                 
 
                                                                       
Net interest income
          $ 62,778                     $ 56,399                     $ 43,384          
 
                                                                 
Rate spread
                    2.89 %                     3.12 %                     3.00 %
 
                                                                 
Net interest margin
                    3.37 %                     3.50 %                     3.30 %
 
                                                                 

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    Years ended December 31,  
    2006 over 2005     2005 over 2004  
    Total     Volume     Rate     Total     Volume     Rate  
Increase (decrease) in interest income
                                               
Taxable securities
  $ 969,000     $ 722,000     $ 247,000     $ 1,653,000     $ 1,565,000     $ 88,000  
Tax exempt securities
    227,000       250,000       (23,000 )     529,000       620,000       (91,000 )
Loans
    33,804,000       16,123,000       17,681,000       30,875,000       15,104,000       15,771,000  
Short term investments
    (2,000 )     (8,000 )     6,000       10,000       0       10,000  
Federal funds sold
    216,000       59,000       157,000       191,000       36,000       155,000  
 
                                   
Net change in tax-equivalent income
    35,214,000       17,146,000       18,068,000       33,258,000       17,325,000       15,933,000  
 
                                               
Increase (decrease) in interest expense
                                               
Interest-bearing demand deposits
    362,000       4,000       358,000       280,000       47,000       233,000  
Savings deposits
    394,000       (605,000 )     999,000       437,000       (456,000 )     893,000  
Money market accounts
    114,000       20,000       94,000       82,000       11,000       71,000  
Time deposits
    25,001,000       9,832,000       15,169,000       16,299,000       7,246,000       9,053,000  
Short term borrowings
    1,072,000       268,000       804,000       918,000       199,000       719,000  
Federal Home Loan Bank advances
    1,193,000       (312,000 )     1,505,000       1,729,000       448,000       1,281,000  
Long term borrowings
    699,000       50,000       649,000       498,000       983,000       (485,000 )
 
                                   
Net change in interest expense
    28,835,000       9,257,000       19,578,000       20,243,000       8,478,000       11,765,000  
 
                                   
 
                                               
Net change in tax-equivalent net interest income
  $ 6,379,000     $ 7,889,000     $ (1,510,000 )   $ 13,015,000     $ 8,847,000     $ 4,168,000  
 
                                   
Interest income is primarily generated from the loan and lease portfolio, and to a lesser degree from securities, federal funds sold and short term investments. Interest income increased $35.3 million during 2006 from that earned in 2005, totaling $138.5 million in 2006 compared to $103.2 million in the previous year. The increase is primarily due to the growth in earning assets and a higher interest rate environment during 2006 when compared to 2005. Reflecting the higher interest rate environment, the yield on average earning assets increased from 6.40% recorded in 2005 to 7.44% in 2006.
The growth in interest income is primarily attributable to an increase in earning assets and an increase in earning asset yields. During 2006, average earning assets increased $247.3 million, increasing from $1,613.4 million in 2005 to $1,860.7 million during 2006. Growth in average total loans and leases, totaling $227.7 million, comprised 92.1% of the increase in average earning assets during 2006. Interest income generated from the loan and lease portfolio increased $33.8 million during 2006 over the level earned in 2005, comprised of an increase of $16.1 million from the growth in the loan and lease portfolio and an increase of $17.7 million due to the increase in the yield earned on the loan portfolio to 7.68% from 6.54%. The increase in the loan and lease portfolio yield is primarily due to a higher interest rate environment during 2006 than in 2005.
Growth in the securities portfolio and an improved overall yield also added to the increase in interest income during 2006 over that of 2005. Average securities increased by $18.2 million in 2006, increasing from $172.1 million in 2005 to $190.3 million in 2006. The growth equated to an increase in interest income of $1.0 million, while an improved yield earned on the securities portfolio from 5.40% to 5.51% increased interest income by $0.2 million. Interest income earned on federal funds sold increased by $0.2 million due to a small increase in the average balance and a higher yield during 2006.
Interest expense is primarily generated from interest-bearing deposits, and to a lesser degree from repurchase agreements, FHLB advances and subordinated debentures. Interest expense increased $28.8 million during 2006 from that expensed in 2005, totaling $75.6 million in 2006 compared to $46.8 million in the previous year. The increase in interest expense is primarily attributable to the impact of an increase in interest-bearing liabilities and a higher interest rate environment during 2006 when compared to 2005. Interest-bearing liabilities averaged $1,663.4 million during 2006, or $234.2 million higher than the average interest-bearing liabilities of $1,429.2 million during 2005. This growth resulted in increased interest expense of $9.3 million. An increase in interest expense of $19.6 million was recorded during 2006 primarily due to a higher interest rate environment during 2006 than in 2005. The cost of average interest-bearing liabilities increased from the 3.28% recorded in 2005 to 4.55% in 2006.

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Average certificate of deposit growth during 2006 of $253.3 million equated to an increase in interest expense of $9.8 million, with an additional $15.2 million expensed due to the increase in the average rate paid as lower-rate certificates of deposit matured and were either renewed or replaced with higher-costing certificates of deposit throughout 2006. A decline in average savings deposits, totaling $20.9 million, equated to a decrease in interest expense of $0.6 million; however, interest expense of $1.0 million was recorded due to an increase in the average rate paid during 2006. Growth in average interest-bearing checking accounts of $0.2 million equated to a less than $0.1 million increase in interest expense, with an additional $0.4 million of interest expense recorded due to a higher average rate paid during 2006.
Average short term borrowings, comprised of repurchase agreements and federal funds purchased, increased $9.1 million during 2006, resulting in increased interest expense of $0.3 million, with an additional interest expense of $0.8 million recorded due to an increase in the average rate paid during 2006. Average FHLB advances decreased $9.2 million, equating to a decrease in interest expense of $0.3 million, with an increased average rate adding $1.5 million to interest expense. Growth in average long-term borrowings, comprised of subordinated debentures and deferred director and officer compensation programs, equated to an increase in interest expense of less than $0.1 million during 2006, with an increased average rate adding $0.6 million to interest expense.
Provision for Loan and Lease Losses
The provision for loan and lease losses totaled $5.8 million during 2006, compared to the $3.8 million expensed during 2005. The increase primarily reflects an increase in the volume of loan and lease net charge-offs during 2006 when compared to 2005, partially offset by lower loan and lease growth in 2006. Net loan and lease charge-offs during 2006 totaled $4.9 million, or 0.29% of average total loans and leases. Net loan and lease charge-offs during 2005 totaled $1.1 million, or 0.08% of average total loans and leases. Loan and lease growth during 2006 equaled $183.7 million, compared to loan and lease growth of $244.7 million during 2005. The allowance as a percentage of total loans outstanding as of December 31, 2006 was 1.23%, compared to 1.31% at year-end 2005.
In each accounting period, we adjust the allowance by the amount we believe is necessary to maintain the allowance at adequate levels. Through the loan and lease review and credit departments, we attempt to allocate specific portions of the allowance based on specifically identifiable problem loans and leases. The evaluation of the allowance is further based on, but not limited to, consideration of the internally prepared Reserve Analysis, composition of the loan and lease portfolio, third party analysis of the loan and lease administration processes and portfolio and general economic conditions. In addition, the strong commercial loan and leases growth is taken into account.
The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation factors to outstanding loan and lease balances to calculate an overall allowance dollar amount. For commercial loans and leases, which continue to comprise a vast majority of our total loans and leases, reserve allocation factors are based upon the loan ratings as determined by our standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type of credit. Adjustments for specific lending relationships, including impaired loans and leases, are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent levels and historical trends of net loan charge-offs and non-performing assets, the comparison of the recent levels and historical trends of net loan charge-offs and non-performing assets with a customized peer group consisting of ten similarly-sized publicly traded banking organizations conducting business in the states of Michigan, Illinois, Indiana and/or Ohio, the review and consideration of our loan migration analysis and the experience of senior management making similar loans and leases for an extensive period of time. We regularly review the Reserve Analysis and make adjustments periodically based upon identifiable trends and experience.

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Noninterest Income
Noninterest income totaled $5.3 million in 2006, a decrease of $0.4 million from the $5.7 million earned in 2005. Other noninterest income during 2005 included a one-time gain of $0.7 million which was recorded from the sale of state tax credits derived from the construction of the new main office in downtown Grand Rapids. Deposit and repurchase agreement service charges were unchanged in 2006 when compared to 2005; although the number of deposit accounts increased during 2006, the earnings credit rate also increased, reducing the level of fees paid by our depositors. Earnings from increased cash surrender value of bank owned life insurance policies increased $0.2 million in 2006, primarily reflecting a higher balance from the purchase of additional policies during the year. We recorded increases in virtually all other fee income-producing activities in 2006 when compared to 2005, with the exception of residential mortgage banking fees, which decreased $0.1 million due to lower volume of activity.
Noninterest Expense
Noninterest expense during 2006 totaled $32.3 million, an increase of $1.2 million over the $31.1 million expensed in 2005. Salary expense and benefit costs increased $0.3 million in 2006 when compared to 2005. Base compensation increased approximately $2.9 million, primarily reflecting the increase in full-time equivalent employees from 273 at year-end 2005 to 291 at year-end 2006 and annual pay increases. However, bonus expense declined $2.6 million during 2006 when compared to 2005. Occupancy, furniture and equipment costs increased $0.9 million in 2006, primarily reflecting a full year’s expense associated with the opening of our new main office in downtown Grand Rapids during the second quarter of 2005, and the opening of our new leased facilities in Lansing and Ann Arbor during the third quarter of 2005. All other non-interest expenses, in aggregate, were relatively unchanged in 2006 when compared to 2005.
While the dollar amount of noninterest costs has increased, the growth of net interest income and fee income has increased more. Noninterest costs during 2006 were $1.2 million higher than the level of overhead costs expensed during 2005; however, net interest income and fee income increased a combined $5.9 million during the same time period. Monitoring and controlling our noninterest costs, while at the same time providing high quality service to our customers, is one of our priorities. The efficiency ratio, a banking industry standardized calculation that attempts to reflect the utilization of overhead costs, improved during 2006 and remained well below banking industry averages. Computed by dividing noninterest expenses by net interest income plus noninterest income, the efficiency ratio was 48.3% during 2006, compared to 51.1% during 2005.
Federal Income Tax Expense
Federal income tax expense was $9.0 million in 2006, an increase of $0.9 million over the $8.1 million expensed during 2005. The increase during 2006 is primarily due to the growth in our pre-federal income tax profitability. The effective tax rate for 2006 was 31.1%, compared to 31.3% in 2005.
RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
Summary
We recorded strong earnings performance during 2005. Net income was $17.9 million, or $2.25 per basic share and $2.20 per diluted share. This earnings performance compares favorably to net income of $13.7 million, or $1.73 per basic share and $1.69 per diluted share, recorded in 2004. The $4.2 million improvement in net income represents an increase of 30.5%, while diluted earnings per share were up 30.2%. The earnings improvement during 2005 over that of 2004 is primarily attributable to higher net interest income and a lower provision expense, which more than offset an increase in overhead costs.
Net income for 2004 includes an $845,000 ($548,000 after-tax) write-off associated with the unamortized balance of issuance costs related to the redemption of the $16.0 million of 9.60% Cumulative Preferred Securities issued in 1999 by MBWM Capital Trust I. Excluding this one-time expense, net income for 2004 was $14.3 million ($1.80 per basic share and $1.76 per diluted share). We believe excluding the impact of the one-time charge from 2004 operating results and performance measures allows a more meaningful comparison of 2005 results to 2004 results; therefore, the following discussion of our results of operations for the years ended December 31, 2005 and December 31, 2004 includes both GAAP and non-GAAP facts and figures where appropriate.

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The following table shows some of the key performance and equity ratios for the years ended December 31, 2005 and 2004.
                 
    2005     2004  
Return on average total assets
    1.05 %     0.99 %
Return on average equity
    12.05       10.16  
Dividend payout ratio
    17.79       18.60  
Average equity to average assets
    8.73       9.79  
Net Interest Income
Net interest income, the difference between revenue generated from earning assets and the interest cost of funding those assets, is our primary source of earnings. Interest income (adjusted for tax-exempt income) and interest expense totaled $103.2 million and $46.8 million during 2005, respectively, providing for net interest income of $56.4 million. This performance compares favorably to that of 2004 when interest income and interest expense were $70.0 million and $26.6 million, respectively, providing for net interest income of $43.4 million. In comparing 2005 with 2004, interest income increased 47.4%, interest expense was up 76.0% and net interest income increased 30.0%. The level of net interest income is primarily a function of asset size, as the weighted average interest rate received on earning assets is greater than the weighted average interest cost of funding sources; however, factors such as types of assets and liabilities, interest rate risk, common stock sales, liquidity, and customer behavior also impact net interest income as well as the net interest margin. The net interest margin improved from 3.30% in 2004 to 3.50% in 2005, an increase of 6.1%, primarily due to earning assets repricing faster than interest-bearing liabilities during the increasing interest rate environment that existed during virtually all of 2005.
Interest income is primarily generated from the loan portfolio, and to a lesser degree from securities, federal funds sold and short term investments. Interest income increased $33.3 million during 2005 from that earned in 2004, totaling $103.2 million in 2005 compared to $70.0 million in the previous year. The increase is primarily due to the growth in earning assets and a higher interest rate environment during 2005 when compared to 2004. Reflecting the higher interest rates, the yield on average earning assets increased from 5.32% recorded in 2004 to 6.40% in 2005.
The growth in interest income is primarily attributable to an increase in earning assets and an increase in earning asset yields. During 2005, average earning assets increased $298.9 million, increasing from $1,314.5 million in 2004 to $1,613.4 million during 2005. Growth in average total loans and leases, totaling $255.0 million, comprised 85.3% of the increase in average earning assets during 2005. Interest income generated from the loan and lease portfolio increased $30.9 million during 2005 over the level earned in 2004, comprised of an increase of $15.1 million from the growth in the loan and lease portfolio and an increase of $15.8 million due to the increase in the yield earned on the loan and lease portfolio to 6.54% from 5.33%. The increase in the loan and lease portfolio yield is primarily due to a higher interest rate environment during 2005 than in 2004.
Growth in the securities portfolio, partially offset by a slightly lower yield, also added to the increase in interest income during 2005 over that of 2004. Average securities increased by $41.7 million in 2005, increasing from $130.4 million in 2004 to $172.1 million in 2005. The growth equated to an increase in interest income of $2.2 million, while a decrease in the yield earned on the securities portfolio from 5.45% to 5.40% reduced interest income by $0.1 million. Interest income earned on federal funds sold increased by $0.2 million due to a small increase in the average balance and a higher yield during 2005.
Interest expense is primarily generated from interest-bearing deposits, and to a lesser degree from repurchase agreements, FHLB advances and subordinated debentures. Interest expense increased $20.2 million during 2005 from that expensed in 2004, totaling $46.8 million in 2005 compared to $26.6 million in the previous year. The increase in interest expense is primarily attributable to the impact of an increase in interest-bearing liabilities and a higher interest rate environment during 2005 when compared to 2004. Interest-bearing liabilities averaged $1,429.2 million during 2005, or $282.7 million higher than the average interest-bearing liabilities of $1,146.5 million during 2004. This growth resulted in increased interest expense of $8.5 million. An increase in interest expense of $11.7 million was recorded during 2005 primarily due to a higher interest rate environment during 2005 than in 2004. The cost of average interest-bearing liabilities increased from the 2.32% recorded in 2004 to 3.28% in 2005.

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Growth in average certificates of deposits, totaling $255.6 million, comprised 90.4% of the increase in average interest-bearing liabilities between 2005 and 2004. Average FHLB advances increased $18.2 million, or 6.4% of the increase in average interest-bearing liabilities in 2005. The certificate of deposit growth during 2005 equated to an increase in interest expense of $7.2 million, with an additional $9.1 million expensed due to the increase in the average rate paid as lower-rate certificates of deposit matured and were either renewed or replaced with higher-costing certificates of deposit during most of 2005. FHLB advance growth during 2005 equated to an increase in interest expense of $0.4 million, with an increased average rate adding an additional $1.3 million to interest expense.
A decline in average savings deposits, totaling $22.3 million, equated to a decrease in interest expense of $0.5 million; however, interest expense of $0.9 million was recorded due to an increase in the average rate paid during 2005. Growth in average interest-bearing checking accounts of $3.3 million equated to a less than $0.1 million increase in interest expense, with an additional $0.2 million of interest expense recorded due to a higher average rate paid during 2005. Average short term borrowings, comprised of repurchase agreements and federal funds purchased, increased $11.0 million during 2005, resulting in increased interest expense of $0.2 million, with an additional interest expense of $0.7 million recorded due to an increase in the average rate paid during 2005.
Growth of $16.1 million in average long-term borrowings, comprised primarily of subordinated debentures but also including deferred director and officer compensation programs, equated to an increase in interest expense of $1.0 million during 2005; however, a decline in the average rate paid on subordinated debentures resulting from the September 2004 refinance, equated to a $0.5 million reduction of interest expense during 2005.
Provision for Loan and Lease Losses
The provision for loan and lease losses totaled $3.8 million during 2005, compared to the $4.7 million expensed during 2004. The decline primarily reflects lower loan and lease loan growth and a decline in the volume of loan and lease net charge-offs during 2005 when compared to 2004. The allowance as a percentage of total loans outstanding as of December 31, 2005 was 1.31%, compared to 1.35% at year-end 2004. Loan and lease growth during 2005 equaled $244.7 million, compared to loan and lease growth of $281.2 million during 2004. Net loan and lease charge-offs during 2005 totaled $1.1 million, or 0.08% of average total loans and leases. Net loan and lease charge-offs during 2004 totaled $1.2 million, or 0.10% of average total loans and leases.
In each accounting period, we adjust the allowance by the amount we believe is necessary to maintain the allowance at adequate levels. Through the loan and lease review and credit departments, we attempt to allocate specific portions of the allowance based on specifically identifiable problem loans and leases. The evaluation of the allowance is further based on, but not limited to, consideration of the internally prepared Reserve Analysis, composition of the loan and lease portfolio, third party analysis of the loan and lease administration processes and portfolio and general economic conditions. In addition, the strong commercial loan and lease growth is taken into account.
The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation factors to outstanding loan and lease balances to calculate an overall allowance dollar amount. For commercial loans and leases, which continue to comprise a vast majority of our total loans and leases, reserve allocation factors are based upon the loan ratings as determined by our standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type of credit. Adjustments for specific lending relationships, including impaired loans and leases, are made on a case-by-case basis. The reserve allocation factors are primarily based on the recent levels and historical trends of net loan charge-offs and non-performing assets, the comparison of the recent levels and historical trends of net loan charge-offs and non-performing assets with a customized peer group consisting of ten similarly-sized publicly traded banking organizations conducting business in the states of Michigan, Illinois, Indiana and/or Ohio, the review and consideration of our loan migration analysis and the experience of senior management making similar loans and leases for an extensive period of time. We regularly review the Reserve Analysis and make adjustments periodically based upon identifiable trends and experience.

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Noninterest Income
Noninterest income totaled $5.7 million in 2005, an increase of $1.4 million from the $4.3 million earned in 2004. Deposit and repurchase agreement service charges increased $0.1 million in 2005, primarily reflecting the growth in the number of deposit accounts and modest increases in the deposit fee structure. The cash surrender value of bank owned life insurance policies increased $0.3 million in 2005, primarily reflecting a higher balance from the purchase of additional policies during the year. Primarily reflecting an increase in volume of activity, residential mortgage banking fees increased $0.2 million during 2005. Other noninterest income includes a gain of $0.7 million which was recognized during 2005 from the sale of state tax credits derived from the construction of the new main office in downtown Grand Rapids.
Noninterest Expense
Noninterest expense during 2005 totaled $31.1 million, an increase of $7.9 million over the $23.2 million expensed in 2004. Noninterest expense during 2004 includes an $845,000 write-off associated with the unamortized balance of issuance costs related to the redemption of the $16.0 million of 9.60% Cumulative Preferred Securities issued in 1999 by the MBWM Capital Trust I. Excluding this one-time write-off, noninterest expense during 2004 totaled $22.4 million, with the growth in overhead costs during 2005 equating to $8.7 million.
Of the $8.7 million growth in overhead costs, $4.7 million (54.0% of total) was in salaries and benefits, which primarily reflects the increase in full-time equivalent employees from 194 at year-end 2004 to 273 at year-end 2005 and annual pay increases. Occupancy, furniture and equipment costs increased $1.6 million (18.4% of total) in 2005, primarily reflecting the opening of our Holland banking office in October of 2004, the opening of our new main office in downtown Grand Rapids during the second quarter of 2005, the opening of our new leased facilities in Lansing and Ann Arbor during the third quarter of 2005 and our increased staffing level.
While the dollar amount of noninterest costs has increased, the growth of net interest income and fee income has increased more. Noninterest costs during 2005 were $8.7 million higher than the level of overhead costs expensed during 2004; however, net interest income and fee income increased a combined $14.2 million during the same time period. Monitoring and controlling our noninterest costs, while at the same time providing high quality service to our customers, is one of our priorities. The efficiency ratio, a banking industry standardized calculation that attempts to reflect the utilization of overhead costs, declined during 2004 but remained well below banking industry averages. Computed by dividing noninterest expenses by net interest income plus noninterest income, the efficiency ratio was 51.1% during 2005, compared to 49.6% during 2004. If the one-time write-off addressed above is excluded from the calculation, our 2004 efficiency ratio improves to 47.8%. The decline in the efficiency ratio is primarily related to the initial overhead costs associated with our expansion into Lansing and Ann Arbor, especially salary and benefit and occupancy expenses.
Federal Income Tax Expense
Federal income tax expense was $8.1 million in 2005, an increase of $3.0 million over the $5.1 million expensed during 2004. The increase during 2005 is primarily due to the growth in our pre-federal income tax profitability and an increase in the effective tax rate, the latter of which reflects a lower level of tax-exempt income as a percent of total income.
CAPITAL RESOURCES
Shareholders’ equity is a noninterest-bearing source of funds that provides support for our asset growth. Shareholders’ equity was $171.9 million and $155.1 million at December 31, 2006 and 2005, respectively. The $16.8 million increase during 2006 is primarily attributable to net income from operations. Net income from operations totaled $19.8 million during 2006. Also positively impacting shareholders’ equity was a $0.3 million mark-to-market adjustment for available for sale securities as defined in SFAS No. 115, plus proceeds totaling $0.4 million relating to stock option exercises and our dividend reinvestment and employee stock purchase plans.
Negatively impacting shareholders’ equity during 2006 was the payment of cash dividends, which totaled $4.0 million.

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We and our bank are subject to regulatory capital requirements administered by state and federal banking agencies. Failure to meet the various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. Our and our bank’s capital ratios as of December 31, 2006 and 2005 are disclosed under Note 16 on pages F-55 and F-56 of the Notes to Consolidated Financial Statements.
Our ability to pay cash and stock dividends is subject to limitations under various laws and regulations and to prudent and sound banking practices. On April 11, 2006, we declared a 5% common stock dividend, payable on May 16, 2006 to record holders as of April 24, 2006. This represented the sixth consecutive year we have paid a 5% stock dividend. Also during 2006, we paid a cash dividend on our common stock each calendar quarter. These cash dividends totaled $0.51 per share for 2006, and $4.0 million in aggregate amount. On January 9, 2007, we declared a $0.14 per common share cash dividend that will be paid on March 9, 2007 to shareholders of record on February 9, 2007.
LIQUIDITY
Liquidity is measured by our ability to raise funds through deposits, borrowed funds, capital or cash flow from the repayment of loans and investment securities. These funds are used to meet deposit withdrawals, maintain reserve requirements, fund loans and operate our company. Liquidity is primarily achieved through the growth of deposits (both local and out-of-area) and liquid assets such as securities available for sale, matured securities, and federal funds sold. Asset and liability management is the process of managing the balance sheet to achieve a mix of earning assets and liabilities that maximizes profitability, while providing adequate liquidity.
Our liquidity strategy is to fund loan growth with deposits, repurchase agreements and other borrowed funds and to maintain an adequate level of short- and medium-term investments to meet typical daily loan and deposit activity. Net deposit and repurchase agreement growth from customers located in our market areas increased by $189.8 million, or 35.9%, during 2006. This strong growth was not fully sufficient to meet the earning asset growth of $204.2 million. To assist in providing the additional needed funds, we regularly obtained certificates of deposit from customers outside of our market areas. As of December 31, 2006, out-of-area deposits totaled $1,013.8 million, an increase in dollar volume of $51.0 million from the $962.8 million outstanding at December 31, 2005. However, as a percent of combined total deposits and repurchase agreements, out-of-area deposits declined from 64.6% as of December 31, 2005 to 58.5% at December 31, 2006.
As a member of the Federal Home Loan Bank of Indianapolis, our bank has access to the FHLB advance borrowing programs. As of December 31, 2006, advances totaled $95.0 million, compared to $130.0 million outstanding as of December 31, 2005. Our borrowing line of credit at December 31, 2006 totaled $322.6 million, with availability of $216.5 million.
We have the ability to borrow money on a daily basis through correspondent banks using established federal funds purchased lines. During 2006, our federal funds purchased position averaged $3.7 million, compared to an average federal funds sold position of $9.7 million. At December 31, 2006, our established unsecured federal funds purchased lines totaled $72.0 million.

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The following table reflects, as of December 31, 2006, significant fixed and determinable contractual obligations to third parties by payment date.
                                         
    One Year or Less     One to Three Years     Three to Five Years     Over Five Years     Total  
Deposits without a stated maturity
  $ 274,919,000     $ 0     $ 0     $ 0     $ 274,919,000  
 
                                       
Certificates of deposits
    1,027,309,000       313,680,000       30,995,000       0       1,371,984,000  
 
                                       
Short term borrowings
    95,272,000       0       0       0       95,272,000  
 
                                       
Federal Home Loan Bank advances
    80,000,000       15,000,000       0       0       95,000,000  
 
                                       
Subordinated debentures
    0       0       0       32,990,000       32,990,000  
 
                                       
Other borrowed money
    0       0       0       3,316,000       3,316,000  
 
                                       
Operating leases
    207,000       324,000       83,000       0       614,000  
In addition to normal loan funding and deposit flow, we also need to maintain liquidity to meet the demands of certain unfunded loan commitments and standby letters of credit. At December 31, 2006, we had a total of $451.1 million in unfunded loan commitments and $73.2 million in unfunded standby letters of credit. Of the total unfunded loan commitments, $390.2 million were commitments available as lines of credit to be drawn at any time as customers’ cash needs vary, and $60.9 million were for loan commitments scheduled to close and become funded within the next twelve months. We monitor fluctuations in loan balances and commitment levels, and include such data in our overall liquidity management.
The following table depicts our loan commitments at the end of the past three years.
                         
    December 31, 2006     December 31, 2005     December 31, 2004  
Commercial unused lines of credit
  $ 345,195,000     $ 303,115,000     $ 226,935,000  
Unused lines of credit secured by 1-4 family residential properties
    29,314,000       27,830,000       24,988,000  
Credit card unused lines of credit
    8,510,000       7,971,000       8,307,000  
Other consumer unused lines of credit
    7,197,000       10,791,000       5,155,000  
Commitments to make loans
    60,850,000       83,280,000       55,440,000  
Standby letters of credit
    73,241,000       59,058,000       56,464,000  
 
                 
Total
  $ 524,307,000     $ 492,045,000     $ 377,289,000  
MARKET RISK ANALYSIS
Our primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk. All of our transactions are denominated in U.S. dollars with no specific foreign exchange exposure. We have only limited agricultural-related loan assets and therefore have no significant exposure to changes in commodity prices. Any impact that changes in foreign exchange rates and commodity prices would have on interest rates is assumed to be insignificant. Interest rate risk is the exposure of our financial condition to adverse movements in interest rates. We derive our income primarily from the excess of interest collected on interest-earning assets over the interest paid on interest-bearing liabilities. The rates of interest we earn on our assets and owe on our liabilities generally are established contractually for a period of time. Since market interest rates change over time, we are exposed to lower profitability if we cannot adapt to interest rate changes. Accepting interest rate risk can be an important source of profitability and shareholder value; however, excessive levels of interest rate risk could pose a significant threat to our earnings and capital base. Accordingly, effective risk management that maintains interest rate risk at prudent levels is essential to our safety and soundness.

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Evaluating the exposure to changes in interest rates includes assessing both the adequacy of the process used to control interest rate risk and the quantitative level of exposure. Our interest rate risk management process seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest rate risk at prudent levels with consistency and continuity. In evaluating the quantitative level of interest rate risk, we assess the existing and potential future effects of changes in interest rates on our financial condition, including capital adequacy, earnings, liquidity and asset quality.
We use two interest rate risk measurement techniques. The first, which is commonly referred to as GAP analysis, measures the difference between the dollar amounts of interest-sensitive assets and liabilities that will be refinanced or repriced during a given time period. A significant repricing gap could result in a negative impact to the net interest margin during periods of changing market interest rates.
The following table depicts our GAP position as of December 31, 2006 (dollars in thousands).
                                         
    Within     Three to     One to     After        
    Three     Twelve     Five     Five        
    Months     Months     Years     Years     Total  
Assets:
                                       
Commercial loans (1)
  $ 893,234     $ 60,125     $ 601,193     $ 49,638     $ 1,604,190  
Leases
    11       22       1,355       0       1,388  
Residential real estate loans
    60,235       4,597       53,131       13,681       131,644  
Consumer loans
    3,169       134       4,208       745       8,256  
Securities (2)
    8,711       2,478       34,159       157,071       202,419  
Short term investments
    282       0       0       0       282  
Allowance for loan and lease losses
    0       0       0       0       (21,411 )
Other assets
    0       0       0       0       140,500  
 
                             
Total assets
    965,642       67,356       694,046       221,135       2,067,268  
 
                                       
Liabilities:
                                       
Interest-bearing checking
    39,943       0       0       0       39,943  
Savings
    92,370       0       0       0       92,370  
Money market accounts
    9,409       0       0       0       9,409  
Time deposits under $100,000
    34,550       53,196       42,424       0       130,170  
Time deposits $100,000 and over
    351,745       587,818       302,251       0       1,241,814  
Short term borrowings
    95,272       0       0       0       95,272  
Federal Home Loan Bank advances
    30,000       50,000       15,000       0       95,000  
Long term borrowings
    36,306       0       0       0       36,306  
Noninterest-bearing checking
    0       0       0       0       133,197  
Other liabilities
    0       0       0       0       21,872  
 
                             
Total liabilities
    689,595       691,014       359,675       0       1,895,353  
Shareholders’ equity
    0       0       0       0       171,915  
 
                             
Total sources of funds
    689,595       691,014       359,675       0       2,067,268  
 
                             
 
                                       
Net asset (liability) GAP
  $ 276,047     $ (623,658 )   $ 334,371     $ 221,135          
 
                               
 
                                       
Cumulative GAP
  $ 276,047     $ (347,611 )   $ (13,240 )   $ 207,895          
 
                               
 
                                       
Percent of cumulative GAP to total assets
    13.4 %     (16.8 )%     (0.6 )%     10.1 %        
 
                               
 
(1)   Floating rate loans that are currently at interest rate ceilings are treated as fixed rate loans and are reflected using maturity date and not repricing frequency.
 
(2)   Mortgage-backed securities are categorized by expected maturities based upon prepayment trends as of December 31, 2006.

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The following table depicts our GAP position as of December 31, 2005 (dollars in thousands).
                                         
    Within     Three to     One to     After        
    Three     Twelve     Five     Five        
    Months     Months     Years     Years     Total  
Assets:
                                       
Commercial loans (1)
  $ 947,769     $ 37,000     $ 408,931     $ 32,832     $ 1,426,532  
Leases
    6       485       1,295       0       1,786  
Residential real estate loans
    61,448       3,861       49,302       13,500       128,111  
Consumer loans
    1,699       134       3,011       539       5,383  
Securities (2)
    8,899       1,007       32,095       139,613       181,614  
Short term investments
    545       0       0       0       545  
Allowance for loan and lease losses
    0       0       0       0       (20,527 )
Other assets
    0       0       0       0       114,766  
 
                             
Total assets
    1,020,366       42,487       494,634       186,484       1,838,210  
 
                                       
Liabilities:
                                       
Interest-bearing checking
    39,792       0       0       0       39,792  
Savings
    106,247       0       0       0       106,247  
Money market accounts
    10,344       0       0       0       10,344  
Time deposits under $100,000
    30,475       37,109       36,370       0       103,954  
Time deposits $100,000 and over
    255,351       465,018       317,818       0       1,038,187  
Short term borrowings
    81,801       0       0       0       81,801  
Federal Home Loan Bank advances
    25,000       75,000       30,000       0       130,000  
Long term borrowings
    35,337       0       0       0       35,337  
Noninterest-bearing checking
    0       0       0       0       120,828  
Other liabilities
    0       0       0       0       16,595  
 
                             
Total liabilities
    584,347       577,127       384,188       0       1,683,085  
Shareholders’ equity
    0       0       0       0       155,125  
 
                             
Total sources of funds
    584,347       577,127       384,188       0       1,838,210  
 
                             
 
                                       
Net asset (liability) GAP
  $ 436,019     $ (534,640 )   $ 110,446     $ 186,484          
 
                               
 
                                       
Cumulative GAP
  $ 436,019     $ (98,621 )   $ 11,825     $ 198,309          
 
                               
 
                                       
Percent of cumulative GAP to total assets
    23.7 %     (5.4 )%     0.6 %     10.8 %        
 
                               
 
(1)   Floating rate loans that are currently at interest rate ceilings are treated as fixed rate loans and are reflected using maturity date and not repricing frequency.
 
(2)   Mortgage-backed securities are categorized by expected maturities based upon prepayment trends as of December 31, 2005.
The second interest rate risk measurement used is commonly referred to as net interest income simulation analysis. We believe that this methodology provides a more accurate measurement of interest rate risk than the GAP analysis, and therefore, it serves as our primary interest rate risk measurement technique. The simulation model assesses the direction and magnitude of variations in net interest income resulting from potential changes in market interest rates. Key assumptions in the model include prepayment speeds on various loan and investment assets; cash flows and maturities of interest-sensitive assets and liabilities; and changes in market conditions impacting loan and deposit volume and pricing. These assumptions are inherently uncertain, subject to fluctuation and revision in a dynamic environment; therefore, the model cannot precisely estimate net interest income or exactly predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude, and frequency of interest rate changes and changes in market conditions and our strategies, among other factors.

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We conducted multiple simulations as of December 31, 2006, in which it was assumed that changes in market interest rates occurred ranging from up 200 basis points to down 200 basis points in equal quarterly instalments over the next twelve months. The following table reflects the suggested impact on net interest income over the next twelve months, which is well within our policy parameters established to manage and monitor interest rate risk.
                 
    Dollar Change In   Percent Change In
Interest Rate Scenario   Net Interest Income   Net Interest Income
Interest rates down 200 basis points
  $ (2,776,000 )     (4.4 )%
Interest rates down 100 basis points
    (2,064,000 )     (3.3 )
No change in interest rates
    (1,438,000 )     (2.3 )
Interest rates up 100 basis points
    569,000       0.9  
Interest rates up 200 basis points
    2,552,000       4.0  
In addition to changes in interest rates, the level of future net interest income is also dependent on a number of other variables, including: the growth, composition and absolute levels of loans, deposits, and other earning assets and interest-bearing liabilities; economic and competitive conditions; potential changes in lending, investing, and deposit gathering strategies; client preferences; and other factors.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Mercantile Bank Corporation
Grand Rapids, Michigan
We have audited the accompanying consolidated balance sheets of Mercantile Bank Corporation as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of Mercantile’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mercantile Bank Corporation as of December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006 in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Mercantile Bank Corporation’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 20, 2007 expressed an unqualified opinion thereon.
         
     
  /s/ Crowe Chizek and Company LLC    
  Crowe Chizek and Company LLC   
     
 
Grand Rapids, Michigan
February 20, 2007

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Mercantile Bank Corporation
Grand Rapids, Michigan
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Mercantile Bank Corporation maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Mercantile Bank Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Mercantile Bank Corporation maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Mercantile Bank Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Mercantile Bank Corporation and our report dated February 20, 2007 expressed an unqualified opinion on those consolidated financial statements.
         
     
  /s/ Crowe Chizek and Company LLC    
  Crowe Chizek and Company LLC   
     
 
Grand Rapids, Michigan
February 20, 2007

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February 20, 2007
REPORT BY MERCANTILE BANK CORPORATION’S MANAGEMENT
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining an effective system of internal control over financial reporting presented in conformity with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal control. Accordingly, even an effective system of internal control can provide only reasonable assurance with respect to financial statement preparation.
Management assessed the Company’s systems of internal control over financial reporting presented in conformity with generally accepted principles as of December 31, 2006. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2006, Mercantile Bank Corporation maintained effective control over financial reporting presented in conformity with generally accepted accounting principles based on those criteria.
The Company’s independent auditors have issued an audit report on our assessment of the Company’s internal control over financial reporting.
Mercantile Bank Corporation
     
/s/ Gerald R. Johnson, Jr.
   
 
Gerald R. Johnson, Jr.
   
Chairman and Chief Executive Officer
   
 
   
/s/ Charles E. Christmas
   
 
Charles E. Christmas
   
Senior Vice President — Chief Financial Officer
   

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MERCANTILE BANK CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2006 and 2005
                 
    2006     2005  
ASSETS
               
Cash and due from banks
  $ 51,098,000     $ 36,208,000  
Short term investments
    282,000       545,000  
 
           
Total cash and cash equivalents
    51,380,000       36,753,000  
 
               
Securities available for sale
    130,967,000       112,961,000  
Securities held to maturity (fair value of $65,025,000 at December 31, 2006 and $62,850,000 at December 31, 2005)
    63,943,000       60,766,000  
Federal Home Loan Bank stock
    7,509,000       7,887,000  
 
               
Total loans and leases
    1,745,478,000       1,561,812,000  
Allowance for loan and lease losses
    (21,411,000 )     (20,527,000 )
 
           
Total loans and leases, net
    1,724,067,000       1,541,285,000  
 
               
Premises and equipment, net
    33,539,000       30,206,000  
Bank owned life insurance policies
    30,858,000       28,071,000  
Accrued interest receivable
    10,287,000       8,274,000  
Other assets
    14,718,000       12,007,000  
 
           
 
               
Total assets
  $ 2,067,268,000     $ 1,838,210,000  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Deposits
               
Noninterest-bearing
  $ 133,197,000     $ 120,828,000  
Interest-bearing
    1,513,706,000       1,298,524,000  
 
           
Total
    1,646,903,000       1,419,352,000  
 
               
Securities sold under agreements to repurchase
    85,472,000       72,201,000  
Federal funds purchased
    9,800,000       9,600,000  
Federal Home Loan Bank advances
    95,000,000       130,000,000  
Subordinated debentures
    32,990,000       32,990,000  
Other borrowed money
    3,316,000       2,347,000  
Accrued expenses and other liabilities
    21,872,000       16,595,000  
 
           
Total liabilities
    1,895,353,000       1,683,085,000  
 
               
Shareholders’ equity
               
Preferred stock, no par value; 1,000,000 shares authorized, none issued
    0       0  
Common stock, no par value; 20,000,000 shares authorized; 8,022,221 and 7,590,526 shares issued and outstanding at December 31, 2006 and 2005
    161,223,000       148,533,000  
Retained earnings
    11,794,000       8,000,000  
Accumulated other comprehensive income (loss)
    (1,102,000 )     (1,408,000 )
 
           
Total shareholders’ equity
    171,915,000       155,125,000  
 
           
 
               
Total liabilities and shareholders’ equity
  $ 2,067,268,000     $ 1,838,210,000  
 
           
See accompanying notes to consolidated financial statements.

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MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 2006, 2005 and 2004
                         
    2006     2005     2004  
Interest income
                       
Loans and leases, including fees
  $ 127,470,000     $ 93,666,000     $ 62,791,000  
Securities, taxable
    6,557,000       5,588,000       3,935,000  
Securities, tax-exempt
    2,739,000       2,596,000       2,217,000  
Federal funds sold
    482,000       266,000       75,000  
Short-term investments
    12,000       14,000       4,000  
 
                 
Total interest income
    137,260,000       102,130,000       69,022,000  
 
                       
Interest expense
                       
Deposits
    64,755,000       38,884,000       21,786,000  
Short-term borrowings
    2,867,000       1,795,000       877,000  
Federal Home Loan Bank advances
    5,393,000       4,200,000       2,471,000  
Long-term borrowings
    2,658,000       1,959,000       1,461,000  
 
                 
Total interest expense
    75,673,000       46,838,000       26,595,000  
 
                 
 
                       
Net interest income
    61,587,000       55,292,000       42,427,000  
 
                       
Provision for loan and lease losses
    5,775,000       3,790,000       4,674,000  
 
                 
 
                       
Net interest income after provision for loan and lease losses
    55,812,000       51,502,000       37,753,000  
 
                       
Noninterest income
                       
Service charges on accounts
    1,386,000       1,391,000       1,255,000  
Increase in cash surrender value of bank owned life insurance policies
    1,165,000       997,000       735,000  
Letter of credit fees
    443,000       422,000       450,000  
Residential mortgage banking fees
    553,000       634,000       440,000  
Gain on sale of commercial loans
    29,000       84,000       225,000  
Gain on sale of securities
    0       0       78,000  
Other income
    1,685,000       2,133,000       1,119,000  
 
                 
Total noninterest income
    5,261,000       5,661,000       4,302,000  
 
                       
Noninterest expense
                       
Salaries and benefits
    18,983,000       18,635,000       13,956,000  
Occupancy
    3,136,000       2,641,000       1,588,000  
Furniture and equipment
    2,050,000       1,667,000       1,093,000  
Data processing
    1,657,000       1,186,000       880,000  
Advertising
    600,000       554,000       465,000  
Other expense
    5,836,000       6,434,000       5,216,000  
 
                 
Total noninterest expenses
    32,262,000       31,117,000       23,198,000  
 
                 
 
                       
Income before federal income tax expense
    28,811,000       26,046,000       18,857,000  
 
                       
Federal income tax expense
    8,964,000       8,145,000       5,136,000  
 
                 
 
                       
Net income
  $ 19,847,000     $ 17,901,000     $ 13,721,000  
 
                 
 
                       
Earnings per share:
                       
Basic
  $ 2.48     $ 2.25     $ 1.73  
 
                 
Diluted
  $ 2.45     $ 2.20     $ 1.69  
 
                 
See accompanying notes to consolidated financial statements.

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MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Years ended December 31, 2006, 2005 and 2004
                                 
                    Accumulated Other     Total  
    Common     Retained     Comprehensive     Shareholders’  
    Stock     Earnings     Income/(Loss)     Equity  
Balances, January 1, 2004
  $ 118,560,000     $ 11,421,000     $ 220,000     $ 130,201,000  
 
                               
Payment of 5% stock dividend
    12,111,000       (12,115,000 )             (4,000 )
 
                               
Employee stock purchase plan, 2,388 shares
    79,000                       79,000  
 
                               
Dividend reinvestment plan, 3,754 shares
    123,000                       123,000  
 
                               
Stock option exercises, 57,011 shares
    524,000                       524,000  
 
                               
Stock tendered for stock option exercises, 12,058 shares
    (387,000 )                     (387,000 )
 
                               
Cash dividends ($0.34 per share)
            (2,552,000 )             (2,552,000 )
 
                               
Comprehensive income:
                               
Net income
            13,721,000               13,721,000  
Change in net unrealized gain on securities available for sale, net of reclassifications and tax effect
                    (88,000 )     (88,000 )
 
                             
 
                               
Total comprehensive income
                            13,633,000  
 
                       
 
                               
Balances, December 31, 2004
    131,010,000       10,475,000       132,000       141,617,000  
 
                               
Payment of 5% stock dividend
    17,187,000       (17,191,000 )             (4,000 )
 
                               
Employee stock purchase plan, 2,491 shares
    97,000                       97,000  
 
                               
Dividend reinvestment plan, 4,099 shares
    159,000                       159,000  
 
                               
Stock option exercises, 41,885 shares
    396,000                       396,000  
 
                               
Stock tendered for stock option exercises, 8,043 shares
    (316,000 )                     (316,000 )
 
                               
Cash dividends ($0.41 per share)
            (3,185,000 )             (3,185,000 )
 
                               
Comprehensive income:
                               
Net income
            17,901,000               17,901,000  
Change in net unrealized gain (loss) on securities available for sale, net of reclassifications and tax effect
                    (1,540,000 )     (1,540,000 )
 
                             
 
                               
Total comprehensive income
                            16,361,000  
 
                       
 
                               
Balances, December 31, 2005
    148,533,000       8,000,000       (1,408,000 )     155,125,000  
See accompanying notes to consolidated financial statements.

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MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)
Years ended December 31, 2006, 2005 and 2004
                                 
                    Accumulated Other     Total  
    Common     Retained     Comprehensive     Shareholders’  
    Stock     Earnings     Income/(Loss)     Equity  
Balances, December 31, 2005
  $ 148,533,000     $ 8,000,000     $ (1,408,000 )   $ 155,125,000  
 
                               
Payment of 5% stock dividend
    12,014,000       (12,018,000 )             (4,000 )
 
                               
Employee stock purchase plan, 2,774 shares
    107,000                       107,000  
 
                               
Dividend reinvestment plan, 2,531 shares
    98,000                       98,000  
 
                               
Stock option exercises, 61,897 shares
    814,000                       814,000  
 
                               
Stock tendered for stock option exercises, 14,939 shares
    (585,000 )                     (585,000 )
 
                               
Cash dividends ($0.51 per share)
            (4,035,000 )             (4,035,000 )
 
                               
Equity compensation expense
    242,000                       242,000  
 
                               
Comprehensive income:
                               
Net income
            19,847,000               19,847,000  
Change in net unrealized loss on securities available for sale, net of reclassifications and tax effect
                    306,000       306,000  
 
                             
 
                               
Total comprehensive income
                            20,153,000  
 
                       
 
                               
Balances, December 31, 2006
  $ 161,223,000     $ 11,794,000     $ (1,102,000 )   $ 171,915,000  
 
                       
See accompanying notes to consolidated financial statements.

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MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2006, 2005 and 2004
                         
    2006     2005     2004  
Cash flows from operating activities
                       
Net income
  $ 19,847,000     $ 17,901,000     $ 13,721,000  
Adjustments to reconcile net income to net cash from operating activities
                       
Depreciation and amortization
    2,887,000       2,555,000       1,699,000  
Provision for loan and lease losses
    5,775,000       3,790,000       4,674,000  
Equity compensation expense
    242,000       0       0  
Federal Home Loan Bank stock dividends
    0       (146,000 )     (72,000 )
Gain on sale of commercial loans
    (29,000 )     (84,000 )     (225,000 )
Gain on sale of securities
    0       0       (78,000 )
Earnings on bank owned life insurance policies
    (1,166,000 )     (997,000 )     (735,000 )
Net change in
                       
Accrued interest receivable
    (2,013,000 )     (2,630,000 )     (1,546,000 )
Other assets
    (1,068,000 )     (981,000 )     (1,478,000 )
Accrued expenses and other liabilities
    5,277,000       7,190,000       2,315,000  
 
                 
Net cash from operating activities
    29,752,000       26,598,000       18,275,000  
 
                       
Cash flows from investing activities
                       
Purchases of:
                       
Securities available for sale
    (24,886,000 )     (38,217,000 )     (54,718,000 )
Securities held to maturity
    (4,567,000 )     (10,065,000 )     (8,521,000 )
Federal Home Loan Bank stock
    0       (943,000 )     (1,749,000 )
Proceeds from:
                       
Sales of securities available for sale
    0       0       1,748,000  
Maturities, calls and repayments of securities available for sale
    7,423,000       16,686,000       30,382,000  
Maturities, calls and repayments of securities held to maturity
    1,330,000       1,586,000       1,256,000  
Redemption of Federal Home Loan Bank stock
    378,000       0       0  
Loan originations and payments, net
    (190,657,000 )     (247,242,000 )     (282,170,000 )
Purchases of premises and equipment, net
    (5,911,000 )     (7,677,000 )     (10,516,000 )
Purchases of bank owned life insurance policies
    (1,621,000 )     (3,324,000 )     (6,574,000 )
 
                 
Net cash from investing activities
    (218,511,000 )     (289,196,000 )     (330,862,000 )
 
                       
Cash flows from financing activities
                       
Net increase in deposits
    227,551,000       260,171,000       256,289,000  
Net increase in securities sold under agreements to repurchase
    13,271,000       15,884,000       6,772,000  
Proceeds from Federal Home Loan Bank advances
    80,000,000       75,000,000       75,000,000  
Pay-off of Federal Home Loan Bank advances
    (115,000,000 )     (65,000,000 )     (45,000,000 )
Proceeds from issuance of subordinated debentures
    0       0       32,990,000  
Pay-off of subordinated debentures
    0       0       (16,495,000 )
Net increase (decrease) in other borrowed money
    1,169,000       (4,662,000 )     9,495,000  
Cash paid in lieu of fractional shares on stock dividend
    (4,000 )     (4,000 )     (4,000 )
Employee stock purchase plan
    107,000       97,000       79,000  
Dividend reinvestment plan
    98,000       159,000       123,000  
Stock option exercises, net
    229,000       80,000       137,000  
Cash dividends
    (4,035,000 )     (3,185,000 )     (2,552,000 )
 
                 
Net cash from financing activities
    203,386,000       278,540,000       316,834,000  
 
                 
See accompanying notes to consolidated financial statements.

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MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years ended December 31, 2006, 2005 and 2004
                         
    2006     2005     2004  
Net change in cash and cash equivalents
    14,627,000       15,942,000       4,247,000  
Cash and cash equivalents at beginning of period
    36,753,000       20,811,000       16,564,000  
 
                 
Cash and cash equivalents at end of period
  $ 51,380,000     $ 36,753,000     $ 20,811,000  
 
                 
 
                       
Supplemental disclosures of cash flow information
                       
Cash paid during the year for
                       
Interest
  $ 67,925,000     $ 40,671,000     $ 25,107,000  
Federal income tax
    10,875,000       8,657,000       6,125,000  
Transfers from loans and leases to foreclosed assets
    2,129,000       1,556,000       0  
See accompanying notes to consolidated financial statements.

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements include the accounts of Mercantile Bank Corporation (“Mercantile”) and its subsidiary, Mercantile Bank of Michigan (“Bank”), and of Mercantile Bank Mortgage Company, LLC (“Mortgage Company”), Mercantile Bank Real Estate Co., L.L.C. (“Mercantile Real Estate”) and Mercantile Insurance Center, Inc. (“Mercantile Insurance”), subsidiaries of our bank, after elimination of significant intercompany transactions and accounts.
We formed a business trust, Mercantile Bank Capital Trust I (“the trust”), in 2004 to issue trust preferred securities. We issued subordinated debentures to the trust in return for the proceeds raised from the issuance of the trust preferred securities. In accordance with FASB Interpretation No. 46, the trust is not consolidated, but instead we report the subordinated debentures issued to the trust as a liability.
Nature of Operations: Mercantile was incorporated on July 15, 1997 to establish and own the Bank based in Grand Rapids, Michigan. The Bank is a community-based financial institution. The Bank began operations on December 15, 1997. The Bank’s primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are commercial loans, commercial leases, residential mortgage loans, and instalment loans. Substantially all loans and leases are secured by specific items of collateral including business assets, real estate or consumer assets. Commercial loans and leases are expected to be repaid from cash flow from operations of businesses. Real estate loans are secured by commercial or residential real estate. The Bank’s loan accounts are primarily with customers located in the Grand Rapids, Holland, Lansing and Ann Arbor metropolitan areas. The Bank’s retail deposits are also from customers located within those areas. As an alternative source of funds, the Bank has also issued certificates to depositors outside of the Bank’s primary market areas. Substantially all revenues are derived from banking products and services and investment securities.
Mercantile Bank Mortgage Company was formed during 2000. A subsidiary of the Bank, Mercantile Bank Mortgage Company was established to increase the profitability and efficiency of the mortgage loan operations. Mercantile Bank Mortgage Company initiated business on October 24, 2000 via the Bank’s contribution of most of its residential mortgage loan portfolio and participation interests in certain commercial mortgage loans. On the same date, the Bank also transferred its residential mortgage origination function to Mercantile Bank Mortgage Company. On January 1, 2004, Mercantile Bank Mortgage Company was reorganized as Mercantile Bank Mortgage Company, LLC, a limited liability company, which is 99% owned by the Bank and 1% owned by Mercantile Insurance. Mortgage loans originated and held by the Mercantile Bank Mortgage Company are serviced by the Bank pursuant to a servicing agreement.
Mercantile Insurance was formed during 2002 through the acquisition of an existing shelf insurance agency. Insurance products are offered through an Agency and Institutions Agreement among Mercantile Insurance, the Bank and Hub International. The insurance products are marketed through a central facility operated by the Michigan Bankers Insurance Association, members of which include the insurance subsidiaries of various Michigan-based financial institutions and Hub International. Mercantile Insurance receives commissions based upon written premiums produced under the Agency and Institutions Agreement.
Mercantile Real Estate was organized on July 21, 2003, principally to develop, construct, and own a new facility in downtown Grand Rapids that serves as our bank’s main office and Mercantile’s headquarters. This facility was placed into service during the second quarter of 2005.
Mercantile filed an election to become a financial holding company pursuant to Title I of the Gramm-Leach-Bliley Act and implementing Federal Reserve Board regulations effective March 23, 2000.
(Continued)

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Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan and lease losses and the fair values of financial instruments are particularly subject to change.
Cash Flow Reporting: Cash and cash equivalents include cash on hand, demand deposits with other financial institutions, short-term investments (including securities with daily put provisions) and federal funds sold. Cash flows are reported net for customer loan and deposit transactions, interest-bearing time deposits with other financial institutions and short-term borrowings with maturities of 90 days or less.
Securities: Debt securities classified as held to maturity are carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available for sale when they might be sold prior to maturity. Equity securities with readily determinable fair values are classified as available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Other securities such as Federal Home Loan Bank stock are carried at cost.
Interest income includes amortization of purchase premiums and discounts. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Gains and losses on sales are recorded on trade date and determined using the specific identification method.
Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers: (1) the length of time and extent that fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, and (3) our ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value.
Loans and Leases: Loans and leases that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs and an allowance for loan and lease losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.
Interest income on commercial loans and leases and mortgage loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Consumer and credit card loans are typically charged-off no later than 120 days past due. Past due status is based on the contractual terms of the loan or lease. In all cases, loans and leases are placed on nonaccrual or charged-off at an earlier date if collection of principal and interest is considered doubtful.
All interest accrued but not received for loans and leases placed on nonaccrual is reversed against interest income. Interest received on such loans and leases is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans and leases are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or market, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Such loans are sold service released. Residential mortgage banking fees include fees on direct brokered mortgage loans and the net gain on sale of mortgage loans originated for sale.
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Allowance for Loan and Lease Losses: The allowance for loan and lease losses is a valuation allowance for probable incurred credit losses. Loan and lease losses are charged against the allowance when management believes the uncollectibility of a loan or lease balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan and lease loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, and economic conditions and other factors. Allocations of the allowance may be made for specific loans and leases, but the entire allowance is available for any loan or lease that, in management’s judgment, should be charged-off.
A loan or lease is considered impaired when, based on current information and events, it is probable we will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan or lease and the borrower, including the length of delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial loans and leases and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. We do not separately identify individual residential and consumer loans for impairment disclosures.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from the corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 5 to 33 years. Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 7 years. Maintenance, repairs and minor alterations are charged to current operations as expenditures occur and major improvements are capitalized.
Long-term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
Foreclosed Assets: Assets acquired through or instead of foreclosure are initially recorded at fair value when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed.
Bank Owned Life Insurance: The Bank has purchased life insurance policies on certain key officers. Bank owned life insurance is recorded at its cash surrender value, or the amount that can be realized.
Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial Instruments and Loan Commitments: Financial instruments include off-balance-sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Instruments, such as standby letters of credit that are considered financial guarantees in accordance with FASB Interpretation No. 45, are recorded at fair value.
Stock Compensation: Statement of Financial Accounting Standards (“SFAS”) no. 123(R), Share-based Payment, using the modified prospective transition method, was adopted effective January 1, 2006. Accordingly, stock-based employee compensation cost was recorded starting in 2006 using the fair value method. For 2006, adopting this standard resulted in a reduction in net income before taxes and net income of $242,000 and a decrease in basic and diluted earnings per share of $0.03.
Prior to January 1, 2006, employee compensation expense under stock options was reported using the intrinsic value method; therefore, no stock-based compensation cost is reflected in net income for the years ending December 31, 2005 and 2004, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant.
The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, for the years ending December 31.
                 
    2005     2004  
Net income as reported
  $ 17,901,000     $ 13,721,000  
Deduct: Stock-based compensation expense determined under fair value based method
    861,000       323,000  
 
           
Pro forma net income
    17,040,000       13,398,000  
 
               
Basic earnings per share as reported
  $ 2.25     $ 1.73  
Pro forma basic earnings per share
    2.14       1.69  
 
               
Diluted earnings per share as reported
  $ 2.20     $ 1.69  
Pro forma diluted earnings per share
    2.09       1.65  
Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
Fair Values of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed separately. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on- and off-balance sheet financial instruments do not include the value of anticipated future business or the values of assets and liabilities not considered financial instruments.
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Share: Basic earnings per share is based on weighted average common shares outstanding during the period. Diluted earnings per share include the dilutive effect of additional potential common shares issuable under stock options. Earnings per share are restated for all stock dividends, including the 5% stock dividends paid on May 16, 2006, August 1, 2005 and May 3, 2004. The fair value of shares issued in stock dividends is transferred from retained earnings to common stock to the extent of available retained earnings.
Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity.
Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. We do not believe there now are such matters that would have a material effect on the financial statements.
Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation.
Operating Segments: While we monitor the revenue streams of the various products and services offered, the identifiable segments are not material and operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of our financial service operations are aggregated in one reportable operating segment.
Adoption of New Accounting Standards: In September 2006, the Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), which is effective for fiscal years ending on or after November 15, 2006. SAB 108 provides guidance on how the effects of prior-year uncorrected financial statement misstatements should be considered in quantifying a current year misstatement. SAB 108 requires public companies to quantify misstatements using both an income statement (rollover) and balance sheet (iron curtain) approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. If prior year errors that had been previously considered immaterial now are considered material based on either approach, no restatement is required so long as management properly applied its previous approach and all relevant facts and circumstances were considered. Adjustments considered immaterial in prior years under the method previously used, but now considered material under the dual approach required by SAB 108, are to be recorded upon initial adoption of SAB 108. The amount so recorded, if any, is shown as a cumulative effect adjustment recorded in opening retained earnings as of January 1, 2006. The adoption of SAB 108 had no effect on the financial statements for the year ending December 31, 2006.
In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”), which prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We have determined that the adoption of FIN 48 will not have a material effect on the financial statements.
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Effect of Newly Issued But Not Yet Effective Accounting Standards: New accounting standards have been issued that we do not expect will have a material effect on the financial statements when adopted in future years or for which we have not yet completed its evaluation of the potential effect upon adoption. In general, these standards revise accounting for derivatives embedded in other financial instruments for 2007, revise the recognition and accounting for servicing of financial assets for 2007, establish a hierarchy about the assumptions used to measure fair value for 2008, revise the accrual of post-retirement benefits associated with providing life insurance for 2008 and revise the accounting for cash surrender value for 2007.
NOTE 2 — SECURITIES
The fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:
                                 
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
2006
                               
U.S. Government agency debt obligations
  $ 77,544,000     $ 197,000     $ (905,000 )   $ 76,836,000  
Mortgage-backed securities
    54,039,000       80,000       (1,036,000 )     53,083,000  
Mutual fund
    1,080,000       0       (32,000 )     1,048,000  
 
                       
 
                               
 
  $ 132,663,000     $ 277,000     $ (1,973,000 )   $ 130,967,000  
 
                       
 
                               
2005
                               
U.S. Government agency debt obligations
  $ 64,665,000     $ 15,000     $ (968,000 )   $ 63,712,000  
Mortgage-backed securities
    49,426,000       39,000       (1,228,000 )     48,237,000  
Mutual fund
    1,035,000       0       (23,000 )     1,012,000  
 
                       
 
                               
 
  $ 115,126,000     $ 54,000     $ (2,219,000 )   $ 112,961,000  
 
                       
The carrying amount, unrecognized gains and losses, and fair value of securities held to maturity were as follows:
                                 
            Gross     Gross        
    Carrying     Unrecognized     Unrecognized     Fair  
    Amount     Gains     Losses     Value  
2006
                               
Municipal general obligation bonds
  $ 56,870,000     $ 1,098,000     $ (197,000 )   $ 57,771,000  
Municipal revenue bonds
    7,073,000       198,000       (17,000 )     7,254,000  
 
                       
 
                               
 
  $ 63,943,000     $ 1,296,000     $ (214,000 )   $ 65,025,000  
 
                       
 
                               
2005
                               
Municipal general obligation bonds
  $ 53,685,000     $ 1,859,000     $ (101,000 )   $ 55,443,000  
Municipal revenue bonds
    7,081,000       339,000       (13,000 )     7,407,000  
 
                       
 
                               
 
  $ 60,766,000     $ 2,198,000     $ (114,000 )   $ 62,850,000  
 
                       
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 2 — SECURITIES (Continued)
Securities with unrealized losses at year-end 2006 and 2005, aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:
                                                 
    Less than 12 Months     12 Months or More     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
Description of Securities   Value     Loss     Value     Loss     Value     Loss  
2006
                                               
U.S. Government agency debt obligations
  $ 1,971,000     $ (9,000 )   $ 53,939,000     $ (896,000 )   $ 55,910,000     $ (905,000 )
Mortgage-backed securities
    1,831,000       (12,000 )     40,784,000       (1,024,000 )     42,615,000       (1,036,000 )
Mutual fund
    0       0       1,048,000       (32,000 )     1,048,000       (32,000 )
Municipal general obligation bonds
    9,097,000       (90,000 )     7,771,000       (107,000 )     16,868,000       (197,000 )
Municipal revenue bonds
    620,000       (3,000 )     718,000       (14,000 )     1,338,000       (17,000 )
 
                                   
 
                                               
 
  $ 13,519,000     $ (114,000 )   $ 104,260,000     $ (2,073,000 )   $ 117,779,000     $ (2,187,000 )
 
                                   
 
                                               
2005
                                               
U.S. Government agency debt obligations
  $ 51,082,000     $ (705,000 )   $ 5,735,000     $ (263,000 )   $ 56,817,000     $ (968,000 )
Mortgage-backed securities
    32,794,000       (749,000 )     13,284,000       (479,000 )     46,078,000       (1,228,000 )
Mutual fund
    1,012,000       (23,000 )     0       0       1,012,000       (23,000 )
Municipal general obligation bonds
    7,156,000       (65,000 )     1,565,000       (36,000 )     8,721,000       (101,000 )
Municipal revenue bonds
    0       0       723,000       (13,000 )     723,000       (13,000 )
 
                                   
 
                                               
 
  $ 92,044,000     $ (1,542,000 )   $ 21,307,000     $ (791,000 )   $ 113,351,000     $ (2,333,000 )
 
                                   
We evaluate securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability we have to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, we may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition.
At December 31, 2006, $117.7 million in debt securities and a mutual fund have unrealized losses with aggregate depreciation of 1.1% from the amortized cost basis of total securities. After we considered whether the securities were issued by the federal government or its agencies and whether downgrades by bond rating agencies had occurred, we determined that unrealized losses were due to an increasing interest rate environment. As we have the ability to hold debt securities until maturity, or for the foreseeable future if classified as available for sale, no declines are deemed to be other than temporary.
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 2 — SECURITIES (Continued)
The amortized cost and fair values of debt securities at year-end 2006, by contractual maturity, are shown below. The contractual maturity is utilized below for U.S. Government agency debt obligations and municipal bonds. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage backed securities, are shown separately.
The maturities of securities and their weighted average yields at December 31, 2006 are shown in the following table. The yields for municipal securities are shown at their tax equivalent yield.
                                                 
    Held-to-Maturity     Available-for-Sale  
    Weighted                     Weighted              
    Average     Carrying     Fair     Average     Amortized     Fair  
    Yield     Amount     Value     Yield     Cost     Value  
Due in one year or less
    7.11 %   $ 2,593,000     $ 2,606,000     NA     $ 0     $ 0  
Due from one to five years
    6.87       8,798,000       9,060,000       4.72 %     17,864,000       17,647,000  
Due from five to ten years
    6.38       11,533,000       11,789,000       5.21       59,680,000       59,189,000  
Due after ten years
    6.39       41,019,000       41,570,000     NA       0       0  
Mortgage-backed
  NA       0       0       5.03       54,039,000       53,083,000  
Mutual fund
  NA       0       0       4.36       1,080,000       1,048,000  
 
                                       
 
                                               
 
    6.48 %   $ 63,943,000     $ 65,025,000       5.06%     $ 132,663,000     $ 130,967,000  
 
                                       
During 2006 and 2005, there were no securities sold. During 2004, securities with an aggregate amortized cost basis of $1.7 million were sold, resulting in a gross realized gain of $78,000.
At year-end 2006 and 2005, the amortized cost of securities issued by the state of Michigan and all its political subdivisions totaled $63.9 million and $60.8 million, with an estimated market value of $65.0 million and $62.9 million, respectively. Total securities of any other specific issuer, other than the U.S. Government and its agencies, did not exceed 10% of shareholders’ equity.
The carrying value of securities that are pledged to repurchase agreements and other deposits was $92.2 million and $81.7 million at December 31, 2006 and 2005, respectively.
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 3 — LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES
Year-end loans and leases are as follows:
                                         
                                    Percent  
    December 31, 2006     December 31, 2005     Increase/  
    Balance     %     Balance     %     (Decrease)  
Real Estate:
                                       
Construction and land development
  $ 293,656,000       16.8 %   $ 226,544,000       14.5 %     29.6 %
Secured by 1 — 4 family properties
    131,644,000       7.5       128,111,000       8.2       2.8  
Secured by multi— family properties
    31,003,000       1.8       30,114,000       2.0       3.0  
Secured by nonresidential properties
    808,259,000       46.3       714,963,000       45.8       13.0  
Commercial
    471,272,000       27.0       454,911,000       29.1       3.6  
Leases
    1,388,000       0.1       1,786,000       0.1       (22.3 )
Consumer
    8,256,000       0.5       5,383,000       0.3       53.4  
 
                             
 
                                       
 
  $ 1,745,478,000       100.0 %   $ 1,561,812,000       100.0 %     11.8 %
 
                             
Activity in the allowance for loan and lease losses is as follows:
                         
    2006     2005     2004  
Beginning balance
  $ 20,527,000     $ 17,819,000     $ 14,379,000  
Provision for loan and lease losses
    5,775,000       3,790,000       4,674,000  
Charge-offs
    (5,389,000 )     (1,392,000 )     (1,405,000 )
Recoveries
    498,000       310,000       171,000  
                   
 
Ending balance
  $ 21,411,000     $ 20,527,000     $ 17,819,000  
                   
Impaired loans and leases were as follows:
                 
    2006     2005  
Year-end loans with no allocated allowance for loan and lease losses
  $ 558,000     $ 1,390,000  
Year-end loans with allocated allowance for loan and lease losses
    3,999,000       965,000  
 
           
 
               
 
  $ 4,557,000     $ 2,355,000  
 
           
 
               
Amount of the allowance for loan and lease losses allocated
  $ 1,149,000     $ 399,000  
Average of impaired loans during the year
    6,142,000       2,460,000  
The Bank recognized no interest income on impaired loans during 2006, 2005 or 2004. Nonperforming loans includes both smaller balance homogenous loans that are collectively evaluated for impairment and individually classified impaired loans.
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 3 — LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES (Continued)
Nonperforming loans and leases were as follows:
                 
    2006     2005  
Loans and leases past due over 90 days still accruing interest
  $ 819,000     $ 394,000  
Nonaccrual loans and leases
    7,752,000       3,601,000  
 
           
 
               
 
  $ 8,571,000     $ 3,995,000  
 
           
Concentrations within the loan portfolio were as follows at year-end:
                                 
    2006   2005
            Percentage of           Percentage of
    Balance   Loan Portfolio   Balance   Loan Portfolio
Commercial real estate loans to lessors of non-residential buildings
  $ 471,222,000       27.0 %   $ 417,470,000       26.7 %
NOTE 4 — PREMISES AND EQUIPMENT, NET
Year-end premises and equipment are as follows:
                 
    2006     2005  
Land and improvements
  $ 8,021,000     $ 7,135,000  
Buildings and leasehold improvements
    23,036,000       18,450,000  
Furniture and equipment
    10,773,000       10,351,000  
 
           
 
    41,830,000       35,936,000  
Less: accumulated depreciation
    8,291,000       5,730,000  
 
           
 
               
 
  $ 33,539,000     $ 30,206,000  
 
           
Depreciation expense in 2006, 2005 and 2004 totaled $2,578,000, $2,043,000 and $1,248,000, respectively.
We entered into lease arrangements for our banking facilities in East Lansing and Ann Arbor, Michigan during 2005. Rent expense for these two facilities totaled $276,000 and $144,000 during 2006 and 2005, respectively. Minimum rent commitments under the operating leases were as follows, before considering renewal options that generally are present:
         
2007
  $ 207,000  
2008
    160,000  
2009
    164,000  
2010
    83,000  
 
     
Total
  $ 614,000  
 
     
(Continued)

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Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 5 — DEPOSITS
Deposits at year-end are summarized as follows:
                                         
                                    Percent  
    December 31, 2006     December 31, 2005     Increase/  
    Balance     %     Balance     %     (Decrease)  
Noninterest-bearing demand
  $ 133,197,000       8.1 %   $ 120,828,000       8.5 %     10.2 %
Interest-bearing checking
    39,943,000       2.4       39,792,000       2.8       0.4  
Money market
    9,409,000       0.6       10,344,000       0.7       (9.0 )
Savings
    92,370,000       5.6       106,247,000       7.5       (13.1 )
Time, under $100,000
    47,840,000       2.9       23,906,000       1.7       100.1  
Time, $100,000 and over
    310,326,000       18.8       155,401,000       11.0       99.7  
 
                             
 
    633,085,000       38.4       456,518,000       32.2       38.7  
 
                                       
Out-of-area time, under $100,000
    82,330,000       5.0       80,048,000       5.6       2.9  
Out-of-area time, $100,000 and over
    931,488,000       56.6       882,786,000       62.2       5.5  
 
                             
 
    1,013,818,000       61.6       962,834,000       67.8       5.3  
 
                             
 
                                       
 
  $ 1,646,903,000       100.0 %   $ 1,419,352,000       100.0 %     16.0 %
 
                             
Out-of-area certificates of deposit consist of certificates obtained from depositors outside of the primary market area. As of December 31, 2006, out-of-area certificates of deposit totaling $987.0 million were obtained through deposit brokers, with the remaining $26.8 million obtained directly from the depositors.
The following table depicts the maturity distribution for certificates of deposit at year-end.
                 
    2006     2005  
In one year or less
  $ 1,027,309,000     $ 787,954,000  
In one to two years
    258,692,000       243,652,000  
In two to three years
    54,988,000       68,467,000  
In three to four years
    11,111,000       33,649,000  
In four to five years
    19,884,000       8,419,000  
 
           
 
               
 
  $ 1,371,984,000     $ 1,142,141,000  
 
           
The following table depicts the maturity distribution for certificates of deposit with balances of $100,000 or more at year-end.
                 
    2006     2005  
Up to three months
  $ 351,745,000     $ 255,351,000  
Three months to six months
    246,357,000       186,830,000  
Six months to twelve months
    341,461,000       278,189,000  
Over twelve months
    302,251,000       317,817,000  
 
           
 
               
 
  $ 1,241,814,000     $ 1,038,187,000  
 
           
(Continued)

F-45


Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 6 — SHORT-TERM BORROWINGS
Information regarding securities sold under agreements to repurchase at year-end is summarized below:
                 
    2006   2005
Outstanding balance at year-end
  $ 85,472,000     $ 72,201,000  
Weighted average interest rate at year-end
    3.88 %     3.31 %
Average daily balance during the year
    72,228,000       60,743,000  
Weighted average interest rate during the year
    3.71 %     2.63 %
Maximum month end balance during the year
    85,472,000       74,639,000  
Securities sold under agreements to repurchase (repurchase agreements) generally have original maturities of less than one year. Repurchase agreements are treated as financings and the obligations to repurchase securities sold are reflected as liabilities. Securities involved with the repurchase agreements are recorded as assets of the Bank and are primarily held in safekeeping by correspondent banks. Repurchase agreements are offered principally to certain large deposit customers as uninsured deposit equivalent investments. Repurchase agreements were secured by securities with a market value of $91.2 million and $80.7 million at year-end 2006 and 2005, respectively.
NOTE 7 — FEDERAL HOME LOAN BANK ADVANCES
At year-end, advances from the Federal Home Loan Bank were as follows.
                 
    2006     2005  
Maturities January 2007 through May 2008, fixed rates from 3.70% to 5.69%, averaging 4.90%
  $ 95,000,000     $ 0  
 
               
Maturities January 2006 through May 2008, fixed rates from 2.13% to 4.92%, averaging 3.68%
    0       120,000,000  
 
               
Maturities in May 2006, floating rates tied to Libor indices, averaging 4.42%
    0       10,000,000  
 
               
 
           
 
               
 
  $ 95,000,000     $ 130,000,000  
 
           
Each advance is payable at its maturity date, and is subject to a prepayment fee if paid prior to the maturity date. The advances are collateralized by residential mortgage loans, first mortgage liens on multi-family residential property loans, first mortgage liens on commercial real estate property loans, and substantially all other assets of the Bank, under a blanket lien arrangement. Our borrowing line of credit as of December 31, 2006 totaled $322.6 million.
Maturities over the next five years are:
         
2007
  $ 80,000,000  
2008
    15,000,000  
2009
    0  
2010
    0  
2011
    0  
(Continued)

F-46


Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 8 — FEDERAL INCOME TAXES
The consolidated provision for income taxes is as follows:
                         
    2006     2005     2004  
Current
  $ 9,438,000     $ 9,124,000     $ 5,981,000  
Deferred benefit
    (474,000 )     (979,000 )     (845,000 )
 
                 
 
                       
Tax expense
  $ 8,964,000     $ 8,145,000     $ 5,136,000  
 
                 
Income tax expense was less than the amount computed by applying the statutory federal income tax rate to income before income taxes. The reasons for the difference are as follows:
                         
    2006     2005     2004  
Statutory rates
  $ 10,084,000     $ 9,116,000     $ 6,600,000  
Increase (decrease) from
                       
Tax-exempt interest
    (795,000 )     (792,000 )     (708,000 )
Life insurance
    (408,000 )     (349,000 )     (257,000 )
Rehabilitation tax credits
    0       0       (429,000 )
Other
    83,000       170,000       (70,000 )
 
                 
 
                       
Tax expense
  $ 8,964,000     $ 8,145,000     $ 5,136,000  
 
                 
The net deferred tax asset recorded includes the following amounts of deferred tax assets and liabilities:
                 
    2006     2005  
Deferred tax assets
               
Allowance for loan and lease losses
  $ 7,494,000     $ 7,184,000  
Unrealized loss on securities available for sale
    594,000       758,000  
Deferred loan fees
    231,000       307,000  
Deferred compensation
    1,181,000       821,000  
Other
    234,000       239,000  
 
           
 
    9,734,000       9,309,000  
 
               
Deferred tax liabilities
               
Depreciation
    1,052,000       947,000  
Other
    525,000       515,000  
 
           
 
    1,577,000       1,462,000  
 
           
 
               
Net deferred tax asset
  $ 8,157,000     $ 7,847,000  
 
           
A valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefits related to such assets will not be realized. Management has determined that no valuation allowance was required at year-end 2006 or 2005.
(Continued)

F-47


Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 9 — STOCK-BASED COMPENSATION
Stock-based compensation plans are used to provide directors and employees with an increased incentive to contribute to the long-term performance and growth of Mercantile, to join the interests of directors and employees with the interests of Mercantile’s shareholders through the opportunity for increased stock ownership and to attract and retain directors and employees. From 1997 through 2005, stock option grants were provided to directors and certain employees through several stock option plans, including the 1997 Employee Stock Option Plan, 2000 Employee Stock Option Plan, 2004 Employee Stock Option Plan and Independent Director Stock Option Plan. During 2006, stock option and restricted stock grants were provided to certain employees through the Stock Incentive Plan of 2006.
Under our 1997 Employee Stock Option Plan, 2000 Employee Stock Option Plan and 2004 Employee Stock Option Plan, stock options granted to employees were granted at the market price on the date of grant, generally fully vest after one year and expire ten years from the date of grant. Stock options granted to non-executive officers during 2005 vested about three weeks after being granted. Under our Independent Director Stock Option Plan, stock options granted to non-employee directors are at 125% of the market price on the date of grant, fully vest after five years and expire ten years from the date of grant. The Stock Incentive Plan of 2006, approved by our shareholders at the annual meeting on April 27, 2006, replaced all of our outstanding stock option plans for stock options not previously granted. Under the Stock Incentive Plan of 2006, incentive awards may include, but are not limited to, stock options, restricted stock, stock appreciation rights and stock awards. Incentive awards that are stock options or stock appreciation rights are granted with an exercise price not less than the closing price of Mercantile stock on the day before the date of grant, with price, vesting and expiration date parameters determined by Mercantile’s Compensation Committee on a grant-by-grant basis. Generally, the stock options granted to employees during 2006 fully vest after two years and expire after seven years. The restricted stock awards granted to certain employees during 2006, totaling 20,190 shares and having a fair value per share of $39.84, fully vest after four years. No payments were required from employees for the restricted stock awards. At year-end 2006, there were 550,884 shares authorized for future incentive awards.
As of December 31, 2006, there was $300,000 of total unrecognized compensation cost related to unvested stock options granted under our various stock-based compensation plans. The compensation cost is expected to be recognized over a weighted-average period of 1.5 years. As of December 31, 2006, there was $690,000 of total unrecognized compensation cost related to unvested restricted stock granted under our Stock Incentive Plan of 2006. The compensation cost is expected to be recognized over a period of 3.9 years.
A summary of stock option activity is as follows.
                                                 
    2006     2005     2004  
            Weighted             Weighted             Weighted  
            Average             Average             Average  
    Shares     Price     Shares     Price     Shares     Price  
Outstanding at beginning of year
    314,830     $ 21.81       310,495     $ 17.77       321,203     $ 13.56  
Granted
    24,640       39.84       47,540       37.68       46,303       36.43  
Exercised
    (61,897 )     13.14       (41,885 )     9.45       (57,011 )     9.19  
Forfeited or expired
    (2,204 )     33.55       (1,320 )     35.36       0       0.00  
 
                                   
Outstanding at end of year
    275,369     $ 25.28       314,830     $ 21.81       310,495     $ 17.77  
 
                                   
 
                                               
Options exercisable at year-end
    223,505     $ 22.63       269,700     $ 20.17       241,658     $ 13.62  
 
                                   
(Continued)

F-48


Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 9 — STOCK-BASED COMPENSATION (Continued)
The fair value of each stock option award is estimated on the date of grant using a closed option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities on our common stock. Historical data is used to estimate stock option expense and post-vesting termination behavior. The expected term of stock options granted is based on historical data and represents the period of time that stock options granted are expected to be outstanding, which takes into account that the stock options are not transferable. The risk-free interest rate for the expected term of the stock option is based on the U.S. Treasury yield curve in effect at the time of the stock option grant.
The fair value of stock options granted was determined using the following weighted-average assumptions as of grant date.
                         
    2006   2005   2004
Risk-free interest rate
    4.60 %     4.12 %     3.45 %
Expected option life
  5 Years   7 Years   7 Years
Expected stock price volatility
    26 %     26 %     22 %
Dividend yield
    1 %     1 %     1 %
Options outstanding at year-end 2006 were as follows:
                                         
    Outstanding     Exercisable  
            Weighted Average     Weighted             Weighted  
Range of           Remaining     Average             Average  
Exercise           Contractual     Exercise             Exercise  
Prices   Number     Life     Price     Number     Price  
$4.00 - $8.00
    8,952     0.6 Years   $ 7.46       8,952     $ 7.46  
$8.01 - $12.00
    42,208     3.0 Years     9.20       42,208       9.20  
$12.01 - $16.00
    29,306     4.8 Years     13.07       29,306       13.07  
$16.01 - $20.00
    37,907     5.6 Years     16.84       37,907       16.84  
$20.01 - $24.00
    7,272     5.8 Years     21.19       0     NA  
$24.01 - $28.00
    30,592     6.8 Years     27.94       30,592       27.94  
$32.01 - $36.00
    41,783     7.7 Years     35.29       34,847       35.36  
$36.01 - $40.00
    70,186     8.2 Years     38.44       39,693       37.68  
$40.01 - $44.00
    7,163     7.8 Years     42.29       0     NA  
 
                                   
 
                                       
Outstanding at year end
    275,369     6.1 Years   $ 25.28       223,505     $ 22.63  
 
                                   
The weighted-average remaining contractual life of the 223,505 stock options exercisable as of December 31, 2006 was 5.8 years.
Options outstanding at year-end 2006, 2005 and 2004 were as follows:
                         
    2006   2005   2004
Minimum exercise price
  $ 7.46     $ 7.46     $ 7.46  
Maximum exercise price
    42.29       42.29       42.29  
Average remaining option term
  6.1 Years     6.5 Years     6.5 Years  
(Continued)

F-49


Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 9 — STOCK-BASED COMPENSATION (Continued)
Information related to stock option grants and exercises during 2006, 2005 and 2004 follows:
                         
    2006   2005   2004
Intrinsic value of stock options exercised
  $ 1,616,000     $ 1,243,000     $ 1,310,000  
Cash received from stock option exercises
    229,000       80,000       137,000  
Tax benefit realized from stock option exercises
    0       0       0  
Weighted average fair value of stock options granted
    11.44       13.51       9.82  
The aggregate intrinsic value of all stock options outstanding at December 31, 2006 was $3,507,000.
The aggregate intrinsic value of all stock options exercisable at December 31, 2006 was $3,367,000.
Shares issued as a result of the exercise of stock option grants are new shares as provided for under our stock-based compensation plans.
NOTE 10 — RELATED PARTIES
Certain directors and executive officers of the Bank, including their immediate families and companies in which they are principal owners, were loan customers of the Bank. At year-end 2006 and 2005, the Bank had $18.3 million and $14.0 million in loan commitments to directors and executive officers, of which $8.8 million and $8.9 million were outstanding at year-end 2006 and 2005, respectively, as reflected in the following table.
                 
    2006     2005  
Beginning balance
  $ 8,865,000     $ 10,210,000  
New loans
    2,356,000       761,000  
Repayments
    (2,424,000 )     (2,106,000 )
 
           
 
               
Ending balance
  $ 8,797,000     $ 8,865,000  
 
           
Related party deposits and repurchase agreements totaled $15.7 million and $13.3 million at year-end 2006 and 2005, respectively.
NOTE 11 — COMMITMENTS AND OFF-BALANCE-SHEET RISK
We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Loan commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
(Continued)

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Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 11 — COMMITMENTS AND OFF-BALANCE-SHEET RISK (Continued)
These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized, if any, in the balance sheet. Our maximum exposure to loan loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Collateral, such as accounts receivable, securities, inventory, property and equipment, is generally obtained based on management’s credit assessment of the borrower. If required, estimated loss exposure resulting from these instruments is expensed and recorded as a liability. The balance of the liability account related to loan commitments was $0.5 million at year-end 2006 and 2005.
At year-end 2006 and 2005, the rates on existing off-balance sheet instruments were substantially equivalent to current market rates, considering the underlying credit standing of the counterparties.
Our maximum exposure to credit losses for loan commitments and standby letters of credit outstanding at year-end was as follows:
                 
    2006     2005  
Commercial unused lines of credit
  $ 345,195,000     $ 303,115,000  
Unused lines of credit secured by 1 — 4 family residential properties
    29,314,000       27,830,000  
Credit card unused lines of credit
    8,510,000       7,971,000  
Other consumer unused lines of credit
    7,197,000       10,791,000  
Commitments to make loans
    60,850,000       83,280,000  
Standby letters of credit
    73,241,000       59,058,000  
 
           
 
               
 
  $ 524,307,000     $ 492,045,000  
 
           
Commitments to make loans generally reflect our binding obligations to existing and prospective customers to extend credit, including line of credit facilities secured by accounts receivable and inventory, and term debt secured by either real estate or equipment. In most instances, line of credit facilities are for a one year term and are at a floating rate tied to the prime rate. For term debt secured by real estate, customers are generally offered a floating rate tied to the prime rate and a fixed rate currently ranging from 7.25% to 8.25%. These credit facilities generally balloon within five years, with payments based on amortizations ranging from 10 to 25 years. For term debt secured by non-real estate collateral, customers are generally offered a floating rate tied to the prime rate and a fixed rate currently ranging from 7.25% to 8.25%. These credit facilities generally mature and fully amortize within five years.
The following instruments are considered financial guarantees under FASB Interpretation 45. These instruments are carried at fair value.
                                 
    2006   2005
    Contract   Carrying   Contract   Carrying
    Amount   Value   Amount   Value
Standby letters of credit
  $ 73,241,000     $ 279,000     $ 59,058,000     $ 205,000  
We were required to have $8.9 million and $8.6 million of cash on hand or on deposit with the Federal Reserve Bank of Chicago to meet regulatory reserve and clearing requirements at year-end 2006 and 2005, respectively. These balances do not earn interest.
(Continued)

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Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 12 — BENEFIT PLANS
We have a 401(k) benefit plan that covers substantially all of our employees. Our 2006, 2005 and 2004 matching 401(k) contribution charged to expense was $674,000, $554,000 and $413,000, respectively. The percent of our matching contributions to the 401(k) is determined annually by the Board of Directors. The 401(k) benefit plan allows employee contributions up to 15% of their compensation, which are matched at 100% of the first 5% of the compensation contributed. Matching contributions are immediately vested.
We have a deferred compensation plan in which all persons serving on the Board of Directors may defer all or portions of their annual retainer and meeting fees, with distributions to be paid only upon termination of service as a director. The deferred amounts are categorized on our financial statements as other borrowed money. The deferred balances are paid interest at a rate equal to the prime rate, adjusted at the beginning of each calendar quarter. Interest expense for the plan during 2006, 2005 and 2004 was $81,000, $43,000 and $21,000, respectively.
We have a non-qualified deferred compensation program in which selected officers may defer all or portions of salary and bonus payments. The deferred amounts are categorized on our financial statements as other borrowed money. The deferred balances are paid interest at a rate equal to the prime rate, adjusted at the beginning of each calendar quarter. Interest expense for the plan during 2006, 2005 and 2004 was $148,000, $79,000 and $38,000, respectively.
The Mercantile Bank Corporation Employee Stock Purchase Plan of 2002 (“Stock Purchase Plan”) is a non-compensatory plan intended to encourage full- and part-time employees of Mercantile and its subsidiaries to promote our best interests and to align employees’ interests with the interests of our shareholders by permitting employees to purchase shares of our common stock through regular payroll deductions. Shares are purchased on the last business day of each calendar quarter at a price equal to the average, rounded to the nearest whole cent, of the highest and lowest sales prices of our common stock reported on The Nasdaq Stock Market. Originally, 25,000 shares of common stock may be issued under the Stock Purchase Plan; however, the number of shares has been and may continue to be adjusted in the future to reflect stock dividends and other changes in our capitalization. The numbers of shares issued under the Stock Purchase Plan totaled 2,774 and 2,491 in 2006 and 2005, respectively. As of December 31, 2006, there were 20,820 shares available under the Stock Purchase Plan.
(Continued)

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Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 13 — FAIR VALUES OF FINANCIAL INSTRUMENTS
Carrying amount and estimated fair values of financial instruments were as follows at year-end.
                                 
    2006   2005
    Carrying   Fair   Carrying   Fair
    Values   Values   Values   Values
Financial assets
                               
Cash and cash equivalents
  $ 51,380,000     $ 51,380,000     $ 36,753,000     $ 36,753,000  
Securities available for sale
    130,967,000       130,967,000       112,961,000       112,961,000  
Securities held to maturity
    63,943,000       65,025,000       60,766,000       62,850,000  
Federal Home Loan Bank stock
    7,509,000       7,509,000       7,887,000       7,887,000  
Loans, net
    1,724,067,000       1,707,039,000       1,541,285,000       1,540,183,000  
Bank owned life insurance policies
    30,858,000       30,858,000       28,071,000       28,071,000  
Accrued interest receivable
    10,287,000       10,287,000       8,274,000       8,274,000  
 
                               
Financial liabilities
                               
Deposits
    1,646,903,000       1,654,798,000       1,419,352,000       1,425,606,000  
Securities sold under agreements to repurchase
    85,472,000       85,472,000       72,201,000       72,201,000  
Federal funds purchased
    9,800,000       9,800,000       9,600,000       9,600,000  
Federal Home Loan Bank advances
    95,000,000       94,801,000       130,000,000       129,942,000  
Accrued interest payable
    20,213,000       20,213,000       12,465,000       12,465,000  
Subordinated debentures
    32,990,000       32,984,000       32,990,000       32,990,000  
Carrying amount is the estimated fair value for cash and cash equivalents, Federal Home Loan Bank stock, accrued interest receivable and payable, bank owned life insurance policies, demand deposits, securities sold under agreements to repurchase, and variable rate loans or deposits that reprice frequently and fully. Security fair values are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of subordinated debentures and Federal Home Loan Bank advances is based on current rates for similar financing. Fair value of off balance sheet items is estimated to be nominal.
(Continued)

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Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 14 — EARNINGS PER SHARE
The factors used in the earnings per share computation follow.
                         
    2006     2005     2004  
Basic
                       
Net income
  $ 19,847,000     $ 17,901,000     $ 13,721,000  
 
                 
 
                       
Weighted average common shares outstanding
    8,003,013       7,959,338       7,909,687  
 
                 
 
                       
Basic earnings per common share
  $ 2.48     $ 2.25     $ 1.73  
 
                 
 
                       
Diluted
                       
Net income
  $ 19,847,000     $ 17,901,000     $ 13,721,000  
 
                 
 
                       
Weighted average common shares outstanding for basic earnings per common share
    8,003,013       7,959,338       7,909,687  
 
                       
Add: Dilutive effects of assumed exercises of stock options
    109,342       177,826       198,110  
 
                 
 
                       
Average shares and dilutive potential common shares
    8,112,355       8,137,163       8,107,797  
 
                 
 
                       
Diluted earnings per common share
  $ 2.45     $ 2.20     $ 1.69  
 
                 
Stock options for 10,268, 7,166 and 50,767 shares of common stock were not considered in computing diluted earnings per common share for 2006, 2005 and 2004, respectively, because they were antidilutive.
NOTE 15 — SUBORDINATED DEBENTURES
Mercantile Trust, a business trust formed by the company, was incorporated in 2004 for the purpose of issuing Series A and Series B Preferred Securities. On September 16, 2004, Mercantile Trust sold the Series A Preferred Securities in a private sale for $16.0 million, and also sold $495,000 of Series A Common Securities to Mercantile. The proceeds of the Series A Preferred Securities and the Series A Common Securities were used by Mercantile Trust to purchase $16,495,000 of Series A Floating Rate Notes that were issued by Mercantile on September 16, 2004. Mercantile used the proceeds of the Series A Floating Rate Notes to finance the redemption on September 17, 2004 of the $16.0 million of 9.60% Cumulative Preferred Securities issued in 1999 by MBWM Capital Trust I. On December 10, 2004, Mercantile Trust sold the Series B Preferred Securities in a private sale for $16.0 million, and also sold $495,000 of Series B Common Securities to Mercantile. The proceeds of the Series B Preferred Securities and the Series B Common Securities were used by Mercantile Trust to purchase $16,495,000 of Series B Floating Rate Notes that were issued by Mercantile on December 10, 2004. Substantially all of the net proceeds of the Series B Floating Rate Notes were contributed to our bank as capital to provide support for asset growth, fund investments in loans and securities and for general corporate purposes.
The only significant assets of Mercantile Trust are the Series A and Series B Floating Rate Notes, and the only significant liabilities of Mercantile Trust are the Series A and Series B Preferred Securities. The Series A and Series B Floating Rate Notes are categorized on our consolidated balance sheet as subordinated debentures and the interest expense is recorded on our consolidated statement of income under interest expense on long-term borrowings.
(Continued)

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Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 16 — REGULATORY MATTERS
Mercantile and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.
The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is adequately capitalized, regulatory approval is required to accept brokered deposits. Subject to limited exceptions, no institution may make a capital distribution if, after making the distribution, it would be undercapitalized. If an institution is undercapitalized, it is subject to being closely monitored by its principal federal regulator, its asset growth and expansion are restricted, and plans for capital restoration are required. In addition, further specific types of restrictions may be imposed on the institution in the discretion of the federal regulator. At year-end 2006 and 2005, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that we believe has changed the Bank’s category.
At year end, actual capital levels (in thousands) and minimum required levels for Mercantile and the Bank were:
                                                 
                                    Minimum Required
                                    to be Well
                    Minimum Required   Capitalized Under
                    for Capital   Prompt Corrective
    Actual   Adequacy Purposes   Action Regulations
    Amount   Ratio   Amount   Ratio   Amount   Ratio
2006
                                               
Total capital (to risk weighted assets)
                                               
Consolidated
  $ 226,428       11.5 %   $ 158,196       8.0 %   $ NA     NA  
Bank
    222,812       11.3       158,019       8.0       197,524       10.0 %
Tier 1 capital (to risk weighted assets)
                                               
Consolidated
    205,017       10.4       79,098       4.0     NA     NA  
Bank
    201,401       10.2       79,010       4.0       118,514       6.0  
Tier 1 capital (to average assets)
                                               
Consolidated
    205,017       10.0       81,682       4.0     NA     NA  
Bank
    201,401       9.9       81,623       4.0       102,029       5.0  
(Continued)

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Table of Contents

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 16 — REGULATORY MATTERS (Continued)
                                                 
                                    Minimum Required
                                    to be Well
                    Minimum Required   Capitalized Under
                    for Capital   Prompt Corrective
    Actual   Adequacy Purposes   Action Regulations
    Amount   Ratio   Amount   Ratio   Amount   Ratio
2005
                                               
Total capital (to risk weighted assets)
                                               
Consolidated
  $ 209,060       12.0 %   $ 139,337       8.0 %   $ NA     NA  
Bank
    205,642       11.8       139,158       8.0       173,947       10.0 %
Tier 1 capital (to risk weighted assets)
                                               
Consolidated
    188,533       10.8       69,669       4.0     NA     NA  
Bank
    185,115       10.6       69,579       4.0       104,368       6.0  
Tier 1 capital (to average assets)
                                               
Consolidated
    188,533       10.5       72,163       4.0     NA     NA  
Bank
    185,115       10.3       72,100       4.0       90,124       5.0  
Federal and state banking laws and regulations place certain restrictions on the amount of dividends the Bank can transfer to Mercantile and on the capital levels that must be maintained. At year-end 2006, under the most restrictive of these regulations (to remain well capitalized), the Bank could distribute approximately $22.5 million to Mercantile as dividends without prior regulatory approval.
The capital levels as of year-end 2006 and 2005 include $32.0 million of trust preferred securities issued by Mercantile Trust in September 2004 and December 2004 subject to certain limitations. Federal Reserve guidelines limit the amount of trust preferred securities which can be included in Tier 1 capital of Mercantile to 25% of total Tier 1 capital. At year-end 2006 and 2005, all $32.0 million of the trust preferred securities were included as Tier 1 capital of Mercantile.
NOTE 17 — OTHER COMPREHENSIVE INCOME/(LOSS)
Other comprehensive income/(loss) components and related taxes were as follows.
                         
    2006     2005     2004  
Unrealized holding gains and losses on available-for-sale securities
  $ 470,000     $ (2,368,000 )   $ (208,000 )
Reclassification adjustments for gains and losses later recognized in income
    0       0       (78,000 )
 
                 
Net unrealized gains and losses
    470,000       (2,368,000 )     (130,000 )
Tax effect of unrealized holding gains and losses on available-for-sale securities
    (164,000 )     828,000       70,000  
Tax effect of reclassification adjustments for gains and losses later recognized in income
    0       0       (28,000 )
 
                 
 
                       
Other comprehensive income/(loss)
  $ 306,000     $ (1,540,000 )   $ (88,000 )
 
                 
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 18 — QUARTERLY FINANCIAL DATA (UNAUDITED)
                                         
    Interest   Net Interest   Net   Earnings per Share
    Income   Income   Income   Basic Fully Diluted
2006
                                       
First quarter
  $ 31,099,000     $ 15,099,000     $ 4,929,000     $ 0.62     $ 0.61  
Second quarter
    33,746,000       15,646,000       5,111,000       0.64       0.63  
Third quarter
    35,675,000       15,547,000       5,202,000       0.65       0.64  
Fourth quarter
    36,740,000       15,295,000       4,605,000       0.57       0.57  
 
                                       
2005
                                       
First quarter
  $ 21,705,000     $ 12,655,000     $ 4,362,000     $ 0.58     $ 0.56  
Second quarter
    24,346,000       13,608,000       4,690,000       0.62       0.61  
Third quarter
    26,764,000       14,072,000       4,300,000       0.57       0.56  
Fourth quarter
    29,315,000       14,957,000       4,549,000       0.60       0.59  
 
                                       
2004
                                       
First quarter
  $ 15,354,000     $ 9,489,000     $ 2,973,000     $ 0.40     $ 0.39  
Second quarter
    16,130,000       10,000,000       3,146,000       0.42       0.41  
Third quarter
    17,819,000       10,856,000       3,114,000       0.41       0.40  
Fourth quarter
    19,719,000       12,082,000       4,488,000       0.59       0.58  
NOTE 19 — MERCANTILE BANK CORPORATION (PARENT COMPANY ONLY) CONDENSED FINANCIAL STATEMENTS
Following are condensed parent company only financial statements.
CONDENSED BALANCE SHEETS
                 
    2006     2005  
ASSETS
               
Cash and cash equivalents
  $ 2,323,000     $ 2,045,000  
Investment in bank subsidiary
    200,300,000       183,707,000  
Other assets
    2,890,000       2,898,000  
 
           
 
               
Total assets
  $ 205,513,000     $ 188,650,000  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Liabilities
  $ 608,000     $ 535,000  
Subordinated debentures
    32,990,000       32,990,000  
Shareholders’ equity
    171,915,000       155,125,000  
 
           
 
               
Total liabilities and shareholders’ equity
  $ 205,513,000     $ 188,650,000  
 
           
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 19 — MERCANTILE BANK CORPORATION (PARENT COMPANY ONLY) CONDENSED FINANCIAL STATEMENTS (Continued)
CONDENSED STATEMENTS OF INCOME
                         
    2006     2005     2004  
Income
                       
Dividends from subsidiaries
  $ 6,440,000     $ 4,832,000     $ 4,032,000  
Other
    73,000       46,000       25,000  
 
                 
Total income
    6,513,000       4,878,000       4,057,000  
 
                       
Expenses
                       
Interest expense
    2,429,000       1,837,000       1,402,000  
Other operating expenses
    1,917,000       942,000       1,666,000  
 
                 
Total expenses
    4,346,000       2,779,000       3,068,000  
 
                 
 
                       
Income before income tax benefit and equity in undistributed net income of subsidiary
    2,167,000       2,099,000       989,000  
 
                       
Federal income tax benefit
    (1,392,000 )     (936,000 )     (1,051,000 )
 
                       
Equity in undistributed net income of subsidiary
    16,288,000       14,866,000       11,681,000  
 
                 
 
                       
Net income
  $ 19,847,000     $ 17,901,000     $ 13,721,000  
 
                 
(Continued)

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MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 19 — MERCANTILE BANK CORPORATION (PARENT COMPANY ONLY) CONDENSED FINANCIAL STATEMENTS (Continued)
CONDENSED STATEMENT OF CASH FLOWS
                         
    2006     2005     2004  
Cash flows from operating activities
                       
Net income
  $ 19,847,000     $ 17,901,000     $ 13,721,000  
Adjustments to reconcile net income to net cash from operating activities
                       
Equity in undistributed income of subsidiary
    (16,288,000 )     (14,866,000 )     (11,681,000 )
Equity compensation expense
    242,000       0       0  
Change in other assets
    9,000       (98,000 )     553,000  
Change in other liabilities
    73,000       317,000       (140,000 )
 
                 
Net cash from operating activities
    3,883,000       3,254,000       2,453,000  
 
                       
Cash flows from investing activities
                       
Net capital investment into subsidiaries
    0       0       (16,495,000 )
 
                 
Net cash from investing activities
    0       0       (16,495,000 )
 
                       
Cash flows from financing activities
                       
Proceeds from the issuance of subordinated debentures
    0       0       32,990,000  
Pay-off of subordinated debentures
    0       0       (16,495,000 )
Stock option exercises, net
    229,000       80,000       137,000  
Employee stock purchase plan
    107,000       97,000       79,000  
Dividend reinvestment plan
    98,000       159,000       123,000  
Cash dividends
    (4,035,000 )     (3,185,000 )     (2,552,000 )
Fractional shares paid
    (4,000 )     (4,000 )     (4,000 )
 
                 
Net cash from financing activities
    (3,605,000 )     (2,853,000 )     14,278,000  
 
                 
 
                       
Net change in cash and cash equivalents
    278,000       401,000       236,000  
 
                       
Cash and cash equivalents at beginning of period
    2,045,000       1,644,000       1,408,000  
 
                 
 
                       
Cash and cash equivalents at end of period
  $ 2,323,000     $ 2,045,000     $ 1,644,000  
 
                 

F-59


Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 22, 2007.
         
  MERCANTILE BANK CORPORATION
 
 
  /s/ Gerald R. Johnson, Jr.    
  Gerald R. Johnson, Jr.   
  Chairman of the Board and Chief Executive Officer   
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 22, 2007.
         
/s/ Betty S. Burton
      /s/ Susan K. Jones
 
       
Betty S. Burton, Director
      Susan K. Jones, Director
 
       
/s/ David M. Cassard
      /s/ Lawrence W. Larsen
 
       
David M. Cassard, Director
      Lawrence W. Larsen, Director
 
       
/s/ Edward J. Clark
      /s/ Calvin D. Murdock
 
       
Edward J. Clark, Director
      Calvin D. Murdock, Director
 
       
/s/ Peter A. Cordes
      /s/ Michael H. Price
 
       
Peter A. Cordes, Director
      Michael H. Price, Director, President and Chief Operating Officer
 
       
/s/ C. John Gill
      /s/ Merle J. Prins
 
       
C. John Gill, Director
      Merle J. Prins, Director
 
       
/s/ Doyle A. Hayes
      /s/ Dale J. Visser
 
       
Doyle A. Hayes, Director
      Dale J. Visser, Director
 
       
/s/ David M. Hecht
      /s/ Donald Williams, Sr.
 
       
David M. Hecht, Director
      Donald Williams, Sr., Director
 
       
/s/ Gerald R. Johnson, Jr.
      /s/ Charles E. Christmas
 
       
Gerald R. Johnson, Jr., Chairman of the Board and
Chief Executive Officer (principal executive officer)
      Charles E. Christmas, Senior Vice President,
Chief Financial Officer and Treasurer (principal financial and accounting officer)

 


Table of Contents

EXHIBIT INDEX
     
EXHIBIT NO.   EXHIBIT DESCRIPTION
 
   
3.1
  Our Articles of Incorporation are incorporated by reference to exhibit 3.1 of our Form 10-Q for the quarter ended June 30, 2004
 
   
3.2
  Our Amended and Restated Bylaws dated as of January 16, 2003 are incorporated by reference to exhibit 3.2 of our Registration Statement on Form S-3 (Commission File No. 333-103376) that became effective on February 21, 2003
 
   
10.1
  Our 1997 Employee Stock Option Plan is incorporated by reference to exhibit 10.1 of our Registration Statement on Form SB-2 (Commission File No. 333-33081) that became effective on October 23, 1997 *
 
   
10.2
  Our 2000 Employee Stock Option Plan is incorporated by reference to exhibit 10.14 of our Form 10-K for the year ended December 31, 2000 *
 
   
10.3
  Our 2004 Employee Stock Option Plan is incorporated by reference to exhibit 10.1 of our Form 10-Q for the quarter ended September 30, 2004 *
 
   
10.4
  Form of Stock Option Agreement for options under the 2004 Employee Stock Option Plan is incorporated by reference to exhibit 10.2 of our Form 10-Q for the quarter ended September 30, 2004 *
 
   
10.5
  Our Independent Director Stock Option Plan is incorporated by reference to exhibit 10.26 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.6
  Form of Stock Option Agreement for options under the Independent Director Stock Option Plan is incorporated by reference to exhibit 10.1 of our Form 8-K dated October 21, 2004 *
 
   
10.7
  Nonlender Bonus Plan is incorporated by reference to exhibit 10.3 of our Form 10-Q for the quarter ended September 30, 2004 *
 
   
10.8
  Mercantile Bank of West Michigan Deferred Compensation Plan for Members of the Board of Directors (1999) is incorporated by reference to Exhibit 10.6 of the Registration Statement of the company and our trust on Form SB-2 (Commission File Nos. 333-84313 and 333-84313-01) that became effective on September 13, 1999 *
 
   
10.9
  Agreement between Fiserv Solutions, Inc. and our bank dated September 10, 1997, is incorporated by reference to exhibit 10.3 of our Registration Statement on Form SB-2 (Commission File No. 333-33081) that became effective on October 23, 1997
 
   
10.10
  Extension Agreement of Data Processing Contract between Fiserv Solutions, Inc. and our bank dated May 12, 2000 extending the agreement between Fiserv Solutions, Inc. and our bank dated September 10, 1997, is incorporated by reference to exhibit 10.15 of our Form 10-K for the year ended December 31, 2000
 
   
10.11
  Extension Agreement of Data Processing Contract between Fiserv Solutions, Inc. and our bank dated November 22, 2002 extending the agreement between Fiserv Solutions, Inc. and our bank dated September 10, 1997, is incorporated by reference to exhibit 10.5 of our Form 10-K for the year ended December 31, 2002

 


Table of Contents

     
EXHIBIT NO.   EXHIBIT DESCRIPTION
 
10.12
  Amended and Restated Employment Agreement dated as of October 18, 2001, among the company, our bank and Gerald R. Johnson, Jr., is incorporated by reference to exhibit 10.21 of our Form 10-K for the year ended December 31, 2001 *
 
   
10.13
  Amended and Restated Employment Agreement dated as of October 18, 2001, among the company, our bank and Michael H. Price, is incorporated by reference to exhibit 10.22 of our Form 10-K for the year ended December 31, 2001 *
 
   
10.14
  Employment Agreement dated as of October 18, 2001, among the company, our bank and Robert B. Kaminski, Jr., is incorporated by reference to exhibit 10.23 of our Form 10-K for the year ended December 31, 2001 *
 
   
10.15
  Employment Agreement dated as of October 18, 2001, among the company, our bank and Charles E. Christmas, is incorporated by reference to exhibit 10.23 of our Form 10-K for the year ended December 31, 2001 *
 
   
10.16
  Amendment to Employment Agreement dated as of October 17, 2002, among the company, our bank and Gerald R. Johnson, Jr., is incorporated by reference to exhibit 10.21 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.17
  Amendment to Employment Agreement dated as of October 17, 2002, among the company, our bank and Michael H. Price, is incorporated by reference to exhibit 10.22 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.18
  Amendment to Employment Agreement dated as of October 17, 2002, among the company, our bank and Robert B. Kaminski, Jr., is incorporated by reference to exhibit 10.23 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.19
  Amendment to Employment Agreement dated as of October 17, 2002, among the company, our bank and Charles E. Christmas, is incorporated by reference to exhibit 10.24 of our Form 10-K for the year ended December 31, 2002 *
 
   
10.20
  Amendment to Employment Agreement dated as of October 28, 2004, among the company, our bank and Robert B. Kaminski, Jr., is incorporated by reference to exhibit 10.21 of our Form 10-K for the year ended December 31, 2004 *
 
   
10.21
  Junior Subordinated Indenture between us and Wilmington Trust Company dated September 16, 2004 providing for the issuance of the Series A and Series B Floating Rate Junior Subordinated Notes due 2034 is incorporated by reference to exhibit 10.1 of our Form 8-K dated December 15, 2004
 
   
10.22
  Amended and Restated Trust Agreement dated September 16, 2004 for Mercantile Bank Capital Trust I is incorporated by reference to exhibit 10.2 of our Form 8-K dated December 15, 2004
 
   
10.23
  Placement Agreement between us, Mercantile Bank Capital Trust I, and SunTrust Capital Markets, Inc. dated September 16, 2004 is incorporated by reference to exhibit 10.3 of our Form 8-K dated December 15, 2004
 
   
10.24
  Guarantee Agreement dated September 16, 2004 between Mercantile as Guarantor and Wilmington Trust Company as Guarantee Trustee is incorporated by reference to exhibit 10.4 of our Form 8-K dated December 15, 2004
 
   
10.25
  Non-Lender Bonus Plan 2006, is incorporated by reference to exhibit 10.1 of our Form 8-K dated November 22, 2005 *

 


Table of Contents

     
EXHIBIT NO.   EXHIBIT DESCRIPTION
 
10.26
  Form of Agreement Amending Stock Option Agreement, dated November 17, 2005 issued under our 2004 Employee Stock Option Plan, is incorporated by reference to exhibit 10.1 of our Form 8-K dated December 12, 2005 *
 
   
10.27
  Second Amendment to Employment Agreement dated as of November 17, 2005, among the company, our bank and Gerald R. Johnson, Jr. is incorporated by reference to exhibit 10.28 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.28
  Second Amendment to Employment Agreement dated as of November 17, 2005, among the company, our bank and Michael H. Price is incorporated by reference to exhibit 10.29 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.29
  Third Amendment to Employment Agreement dated as of November 17, 2005, among the company, our bank and Robert B. Kaminski, Jr. is incorporated by reference to exhibit 10.30 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.30
  Second Amendment to Employment Agreement dated as of November 17, 2005, among the company, our bank and Charles E. Christmas is incorporated by reference to exhibit 10.31 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.31
  Form of Mercantile Bank of Michigan Executive Deferred Compensation Agreement, that has been entered into between our bank and each of Gerald R. Johnson, Jr., Michael H. Price, Robert B. Kaminski, Jr., Charles E. Christmas, and certain other officers of our bank is incorporated by reference to exhibit 10.32 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.32
  Form of Mercantile Bank of Michigan Split Dollar Agreement that has been entered into between our bank and each of Gerald R. Johnson, Jr., Michael H. Price, Robert B. Kaminski, Jr., Charles E. Christmas, and certain other officers of our bank is incorporated by reference to exhibit 10.33 of our Form 10-K for the year ended December 31, 2005 *
 
   
10.33
  Director Fee Summary *
 
   
10.34
  Lease Agreement between our bank and Joe D. Pentecost Trust dated April 29, 2005 for our East Lansing, Michigan office is incorporated by reference to exhibit 10.35 of our Form 10-K for the year ended December 31, 2005
 
   
10.35
  Lease Agreement between our bank and The Conlin Company dated July 12, 2005 for our Ann Arbor, Michigan office is incorporated by reference to exhibit 10.36 of our Form 10-K for the year ended December 31, 2005
 
   
10.36
  Stock Incentive Plan of 2006 is incorporated by reference to Appendix A of our proxy statement for our April 27, 2006 annual meeting of shareholders that was filed with the Securities and Exchange Commission *
 
   
10.37
  Form of Notice of Grant of Incentive Stock Option and Stock Option Agreement for incentive stock options granted under our Stock Incentive Plan of 2006 is incorporated by reference to exhibit 10.1 of our Form 8-K dated November 22, 2006 *

 


Table of Contents

     
EXHIBIT NO.   EXHIBIT DESCRIPTION
 
10.38
  Form of Restricted Stock Award Agreement Notification of Award and Terms and Conditions of Award for restricted stock under our Stock Incentive Plan of 2006 is incorporated by reference to exhibit 10.2 of our Form 8-K dated November 22, 2006 *
 
   
10.39
  Executive Officer Bonus Plan for 2007 is incorporated by reference to exhibit 10.1 of our Form 8-K dated January 29, 2007 *
 
   
21
  Subsidiaries of the company
 
   
23
  Consent of Independent Registered Public Accounting Firm
 
   
31
  Rule 13a-14(a) Certifications
 
   
32.1
  Section 1350 Chief Executive Officer Certification
 
   
32.2
  Section 1350 Chief Financial Officer Certification
 
*   Management contract or compensatory plan