Item 1. Description of Business
General
Since being formed in November 2004, MainStreet Financial Corporation (the "Company") has not engaged in any business other than through MainStreet Savings Bank, FSB (the "Bank") and the management of its cash and investment portfolio. The Company neither owns nor leases any property, but we use the premises, equipment and furniture of the Bank. We employ only persons who are executive officers of the Bank as our executive officers, and we also use the support staff of the Bank from time to time. We currently do not separately compensate any employees or directors. MainStreet Financial Corporation, MHC, a federal mutual holding company (the"MHC"), owns 53% of the Company's stock.
The Company has continued to experience operating losses, which has reduced our capital. Our net loss of $1,345,543 for the year ended December 31, 2007, includes a $436,585 valuation allowance established at year-end to reduce our net deferred tax asset to zero. The remainder of the net loss for 2007 is largely attributable to the continuing slowdown in the Michigan economy. See our financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Exhibit 13 to this Form 10-KSB for additional information on our operating results and financial condition.
The Company is registered with and regulated by the OTS. The Bank is subject to extensive regulatory supervision and examination by the OTS and the FDIC, which administers the deposit insurance fund that insures its deposits. The Bank is a member of, and owns capital stock in the Federal Home Loan Bank of Indianapolis, which is one of the twelve regional banks that comprise the Federal Home Loan Bank System.
Primarily as a result of the continuing operating losses, our subsidiary, MainStreet Savings Bank, FSB (the “Bank’) received a letter from the OTS dated February 5, 2008, stating that the Bank is deemed by the OTS to be in troubled condition, and, as a result, is subject to specified operating restrictions. These operating restrictions provide that: (1) the Bank must limit its quarterly asset growth to net interest credited on deposit liabilities during the quarter (unless additional asset growth is permitted by the OTS); (2) the Bank must obtain prior OTS approval prior to appointing any new director or senior executive officer; (3) the Bank’s ability to enter into certain severance agreements or make certain severance payments is limited by 12 C.F.R. § 359; (4) the Bank must receive OTS approval of any new, renewed or amended arrangements providing compensation or benefits to its directors and officers; (5) the Bank must obtain OTS approval of all third-party contracts outside the normal course of business; and (6) the Bank must provide the OTS with 30-days notice of all proposed transactions with affiliates.
On March 18, 2008, the OTS asked the Bank to enter into a supervisory agreement to address the OTS’s concerns regarding the financial condition of the Bank. Among other things, the supervisory agreement would require the Bank to: (1) prepare and submit a three-year business plan; (2) revise its liquidity management policy; (3) enhance compliance training; (4) prepare and submit quarterly reports on classified assets; and (4) continue to abide by the limits in the February 5, 2008 “troubled condition” letter. The Bank is discussing the provisions of the proposed supervisory agreement with its counsel and the OTS, and it expects that it will enter into a supervisory agreement with the OTS early in the second quarter.
On June 15, 2005, the Company obtained a $2 million loan from a commercial bank to be drawn down as desired. The purpose of this bank loan was to obtain funds to contribute to the Bank to increase its capital level in order to support growth and increased consumer and commercial lending activities. The bank loan has a five-year term and requires quarterly interest-only payments during the five years. The interest rate, which adjusts monthly, is 300 basis points over the three-month LIBOR, which was a loan rate of 6.49% at origination of the loan and 8.37% at December 31, 2007. The loan has a 1% prepayment fee. At origination, we drew down $1 million, of which $65,000 was for fees and a pledged deposit at the lender. The remaining $935,000 was used to contribute $848,000 to the Bank as a capital contribution and to pay a $84,000 dividend to MHC. In June 2006, we drew down the additional $1 million, of which $500,000 was contributed to the Bank. On December 22, 2006, in connection with the closing of the Company's initial public stock offering, the Company made a $1,300,000 payment on the loan. The balance of the loan at December 31, 2007 was $700,000.
The loan agreement requires that we meet certain financial covenants quarterly (with a six-month cure period) or trigger an event of default, which allows the lender to accelerate the loan. We are not in compliance with certain of these covenants, including a return on assets greater than 0% and a combined total of non-accrual loans and other real estate owned of no more than 20.0% of Tier 1 capital and 1.5% of total loans. Our continuing operating losses are a violation of the financial covenant on earnings. At December 31, 2007, the combined total of non-accrual loans and other real estate owned of $2.9 million was 43.9% of our Tier 1 capital and 2.9% of total loans, which violates these two other loan covenants. We expect to violate these three loan covenants in 2008. On March 31, 2008, our lender has provided us with a letter indicating that it will refrain and forbear from taking any action to enforce its remedies with respect to these covenants through December 31, 2008, so long as we otherwise remain in compliance with the loan documents, the forbearance letter and the other loan the lender made to our employee stock ownership plan ("ESOP").
The Company completed an initial public stock offering on December 22, 2006. It sold 355,352 shares of common stock in that offering for $10.00 per share. The Company's ESOP purchased 28,428 shares with the proceeds of a loan from the same third party bank that made our other loan described above. The loan covenants on that loan are the same as for the other loan and as a result, we are in violation of the same three covenants on the ESOP loan. On March 31, 2008, the lender gave us a similar forbearance letter for the ESOP loan. The Company received net proceeds of $2,897,238 in the public offering, 50% of which was contributed to the Bank and $1,300,000 of which was used to reduce the outstanding balance of the bank loan. Upon completion of the offering, the Company issued 400,716 shares of common stock to MHC, so that MHC owns 53% of its outstanding common stock.
Our wholly owned subsidiary, MainStreet Savings Bank, FSB was chartered in 1924 as Hastings Building and Loan Association by a group of Barry County businessmen who believed that a banking institution focused on mortgage lending would increase the number of homeowners in the community and therefore the stability, quality of life, growth and prosperity of our communities. While our name has changed, our market area has grown and our banking services have expanded significantly, we remain true to our community and family focus and continue to be an independent, locally owned and managed bank. In November 2004, MainStreet Financial Corporation was formed as part of the reorganization of MainStreet Savings Bank into a federal stock savings bank in a two-tier mutual holding company structure.
The Bank is a community-oriented institution primarily engaged in the business of attracting retail deposits from the general public and investing those funds primarily in permanent loans secured by first mortgages on owner-occupied, one- to four-family residences, home equity lines of credit and construction and development loans on residential and commercial properties located in our market area. We also invest in commercial business, commercial real estate and a variety of consumer loans. Our consumer loans consist primarily of auto and recreational vehicle loans. At December 31, 2007, approximately 79.12% of our loan portfolio consisted of residential mortgage loans and home equity lines of credit, 2.03% consisted of construction and development loans in residential and commercial properties, 6.11% consisted of consumer loans and 12.74% consisted of commercial loans.
The Bank offers a variety of deposit accounts having a wide range of interest rates and terms, which generally include savings accounts, money market deposit and term certificate accounts and checking accounts. We solicit deposits in our market areas and, to a lesser extent, from financial institutions nationwide, and we accept brokered deposits.
Forward Looking Statements
This document, including information incorporated by reference, contains forward-looking statements about the Company and its subsidiaries which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities, interest rates, cost savings and funding advantages expected or anticipated to be realized by management. Words such as "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify these forward looking statements. Forward-looking statements by the Company and its management are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and the intentions of management and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. The important factors we discuss below, as well as other factors discussed under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and identified in our filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document:
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further developments in the Company's ongoing review of and efforts to resolve the problem credit relationship described in this report, which could result in, among other things, further downgrades of aforementioned loans, additions to the allowance for loan losses and the incurrence of other material non-cash and cash charges;
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the strength of the United States economy in general and the strength of the local economies in which we conduct operations including the demand for mortgage and other loans and adverse changes to the value of the collateral securing our loans;
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the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board, including changes in the relationship of short-term and long-term rates;
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inflation, interest rate, market and monetary fluctuations;
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the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services;
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the willingness of users to substitute our products and services for products and services of our competitors;
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the impact of changes in financial services' laws and regulations (including laws concerning taxes, banking, securities and insurance);
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the impact of technological changes;
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acquisitions;
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changes in consumer spending and saving habits; and
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our success at managing the risks involved in the foregoing.
The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.
Market Area
We are headquartered in Hastings, Michigan with two offices in Hastings and one in Lake Odessa, Michigan. Our primary market area is Barry County. Our Lake Odessa office is located in Ionia County, Michigan, and we also serve Kalamazoo, Eaton, Allegan, Kent, Calhoun and Van Buren counties in southwest Michigan. Our lending business outside of Barry County consists primarily of residential mortgages; however, we have some commercial real estate and commercial business loans in Kalamazoo. Substantially all other types of loan originations are in Barry County.
Barry County is centrally located between Battle Creek, Grand Rapids, Kalamazoo and Lansing, Michigan. Hastings and the surrounding area is becoming a commuter area for these cities, especially Grand Rapids, which is one of the fastest growing metropolitan areas in Michigan. As a result, Barry County is one of the few rural counties in Michigan to experience growth over the past decade and is expected to experience continued growth.
The local economy historically has been rural; however, small industrial companies are an increasing contributor to the local economy. Median household income and per capita income for our market area are below the state and national averages, reflecting the rural nature of the market and limited availability of high paying white collar and technical jobs. The largest employer in our market area is Pennock Hospital.
During the third quarter, the most recent time period for which data is available, total employment in the six metropolitan areas in west Michigan rose by 0.2%. However, this slight increase was not enough to halt west Michigan’s unemployment rate from clinging to 6.3%. The region’s economic indicators were mixed for the quarter, which suggests that employment conditions will remain unchanged in the coming months. Unemployment in the Grand Rapids and Kalamazoo areas remains lower than that of the State as a whole but consumers in the region remain uncertain about the economy and their financial well-being, which has perpetuated the slowdown in residential real estate sales and consumer spending that has negatively impacted our operations.
Competition
We face strong competition in originating real estate and other loans and in attracting deposits from seven other banks and credit unions in our market area. Competition in originating real estate loans comes primarily from other savings institutions, commercial banks, credit unions and mortgage bankers. In 2007 the Bank was one of the top five residential mortgage originators in Barry County, Michigan. We have the second largest deposit market share among banks and savings institutions in Barry County. Other savings institutions, commercial banks, credit unions and finance companies provide vigorous competition in consumer lending. Commercial business competition is primarily from local and regional commercial banks. The depressed economy has effectively increased competition for both deposits and all types of loans as financial institutions struggle to attain desired growth.
We attract our deposits through our branch office system and the internet. Competition for those deposits is principally from other savings institutions, commercial banks and credit unions located in the same community, as well as mutual funds and other alternative investments. We compete for these deposits by offering superior service and a variety of deposit accounts at competitive rates. Based on the most recent branch deposit data provided by the FDIC, MainStreet Savings Bank's share of deposits was 21.21% and 1.46% in Barry and Ionia counties, respectively.
Internet Website
The Company maintains a website at www.mainstreetsavingsbank.com. The information contained on that website is not included as part of, or incorporated by reference into, this Annual Report on Form 10-KSB. The Company's annual report on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K or amendments to these reports are available free of charge on the Securities and Exchange Commission's website at www.sec.gov.
Lending Activities
The following table presents information concerning the composition of our loan portfolio in dollar amounts and in percentages (before deductions for loans in process, deferred fees and discounts and allowances for losses) at the dates indicated.
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(1) Prior to 2006, commercial business loans not secured by real estate were not separately recorded. They were included in commercial real estate loans.
(2) Includes loans secured by recreational vehicles and boats.
(3) Includes loans secured by deposits.
The following table shows the composition of our loan portfolio in dollar amounts and in percentages (before deductions for loans in process, deferred fees and discounts and allowances for losses) at the dates indicated.
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(1) Prior to 2006, commercial business loans not secured by real estate were not separately recorded. They were included in commercial real estate loans.
The following schedule illustrates the contractual maturity of our loan portfolio at December 31, 2007. Mortgages that have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due. The schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses.
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(1) The total amount of loans due after December 31, 2008, which have predetermined fixed interest rates is $79.2 million, while the total amount of loans due after such date, which have floating or adjustable interest rates is $4.8 million.
(2) Includes demand loans, loans having no stated maturity and overdraft loans.
Lending Authority. Each senior officer, including the Senior Vice President of Lending and the President and Chief Executive Officer, may approve aggregate loans to one borrower or group of related borrowers up to $250,000. Two of those officers may approve loans up to $350,000, and three may approve loans up to $500,000. Loans over these amounts or outside our general underwriting guidelines must be approved by the board of directors.
At December 31, 2007, the maximum amount under federal law that we could have loaned to any one borrower and the borrower’s related entities was $1,007,400. See “How We Are Regulated - MainStreet Savings Bank - OTS Regulations.” Our five largest lending relationships are with commercial borrowers and totaled $4.5 million in the aggregate, or 4.5% of our $100 million total loan portfolio, at December 31, 2007. The largest relationship involves a residential developer with loans totaling $1,041,000. The loans in this relationship were in compliance with our lending limit at the time they were made and are considered to be nonconforming under OTS regulations so long as the amount remains above our current lending limit. These loans are secured by a residential development, a speculative construction single family home, second mortgages on the borrower’s primary residence and investment properties and a real estate secured line of credit. All of these loans were current at December 31, 2007. The second largest relationship at December 31, 2007 was $924,000, secured by the borrower’s primary residence, commercial real estate, all corporate assets of an auto parts dealership and two vehicle loans, with all these loans being current at December 31, 2007. The third largest relationship involves one of our directors and consists of $878,000 in loans secured by a downtown Hastings storefront and restaurant, corporate assets and the borrower’s primary and secondary residences. The next two largest relationships at December 31, 2007 were $823,000 secured by commercial real estate and single family investment properties and $835,000 secured by single family properties where the borrower is a human service agency using the dwellings as group homes. Both of these lending relationships were current at December 31, 2007.
One- to Four-Family Residential Real Estate Lending. We originate loans secured by first and second mortgages on owner-occupied, one- to four-family residences in our market area. Some of these loans are funded by us and retained in our portfolio, and others are originated and sold to an independent mortgage company with servicing released. See "- Loan Originations, Purchases, Sales, Repayments and Servicing." At December 31, 2007, one- to four-family residential mortgage loans totaled $74.4 million, or 73.7% of our gross loan portfolio. At December 31, 2007, we had $63.6 million in loans secured by owner-occupied one- to four-family residences and $10.8 million in loans secured by nonowner-occupied, one- to four-family residences, of which $73.8 million were fixed-rate loans and $618,000 were adjustable-rate loans
We generally underwrite our one- to four-family owner-occupied loans based on the applicant's employment and credit history and the appraised value of the subject property. Presently, we lend up to 103% of the lesser of the appraised value or purchase price for one- to four-family residential loans, although most of these loans have a loan-to-value ratio of 80%. For loans with loan-to-value ratios in excess of 80%, we generally require private mortgage insurance in order to reduce our exposure to risk, although our underwriting guidelines allow loans to be granted up to 89% of appraised value without private mortgage insurance. Properties securing our one- to four-family loans are appraised by independent fee appraisers approved by the board of directors or we utilize the value for tax assessment purposes. Borrowers are required to obtain title insurance and hazard insurance, including flood insurance, where appropriate, insuring the Bank against potential loss.
We currently originate one-to four-family mortgage loans on either a fixed or adjustable rate basis, as consumer demand dictates. Our pricing strategy for mortgage loans includes setting interest rates that are competitive with other local financial institutions and consistent with our internal needs. Fixed-rate first mortgage loans have a five to seven year term, with a balloon payment and up to 30-year amortization. Fixed-rate second mortgages have similar terms with rates 100 to 150 basis points higher than first mortgages. Fifteen to thirty year fixed-rate mortgages and adjustable rate loans with one to seven year re-pricing (using LIBOR index) are originated for immediate sale under pre-existing commitments. It is our intent to only retain in our portfolio five to seven year balloon loans to ensure earlier re-pricing.
Our one- to four-family loans are not assumable. Our real estate loans generally contain a "due on sale" clause allowing us to declare the unpaid principal balance due and payable upon the sale of the security property.
We generally underwrite our nonowner-occupied, one- to four-family loans based on a 1.25 debt service coverage ratio, placing an emphasis on the applicant's creditworthiness and the appraised value of the property. Presently, we lend up to 80% of the lesser of the appraised value or purchase price for the residence (or 90% with private mortgage insurance). These loans are offered with a fixed rate or an adjustable rate at rates one percentage point higher than owner-occupied residential mortgages and with a 1% origination fee. These loans have terms of up to 5 years and are not assumable.
Home Equity Lines of Credit. Our home equity lines of credit totaled $5.5 million and accounted for 5.5% of our gross loan portfolio at December 31, 2007. Amounts borrowed under these lines can be repaid and reborrowed during the authorized draw period. All of these loans have adjustable rates of interest. Current home equity line of credit programs being offered are written for a 15 year term. This includes a five year draw period and a ten year repayment period. Minimum monthly repayment amounts range from interest only to 1.5% of the outstanding loan balance. These loans are originated in amounts that, when combined with the balance of the existing first mortgage, are up to 100% of the value of the property securing the loan. Loans that have a combined loan to value ratio of 90% or more are covered by a default insurance policy. At December 31, 2007, unfunded commitments on these lines of credit totaled $4.1 million.
Commercial Real Estate Lending. We offer a variety of commercial real estate loans. These loans are secured primarily by local service/retail establishments and small office or commercial buildings located in our market areas, primarily in Barry County. Through the end of 2005 our commercial real estate portfolio included our commercial business loans. See " Commercial Business Lending." At December 31, 2007 commercial real estate loans totaled $9.1 million or 9.0%, of our gross loan portfolio.
Our loans secured by commercial real estate are originated with a fixed or adjustable interest rate, adjusted quarterly or monthly, with a three-or five-year term and balloon payment and up to a 25 year amortization calculation. The interest rate on adjustable rate loans is based on a variety of indices, generally determined through negotiation with the borrower. Loan-to-value ratios on our multi-family and commercial real estate loans typically do not exceed 80% of the appraised value of the property securing the loan.
Loans secured by commercial real estate are underwritten based on the income producing potential of the property and the financial strength of the borrower. The net operating income, which is the income derived from the operation of the property less all operating expenses, must be sufficient to cover the payments related to the outstanding debt. We generally require personal guarantees of the borrowers and an assignment of rents or leases in order to be assured that the cash flow from the project will be used to repay the debt. Appraisals on properties securing multi-family and commercial real estate loans are performed by independent state certified or licensed fee appraisers approved by the board of directors. See " Loan Originations, Purchases, Sales and Repayments."
We do not generally maintain a tax or insurance escrow account for loans secured by commercial real estate. In order to monitor the adequacy of cash flows on income producing properties, the borrower is generally required to provide periodic financial information.
Loans secured by commercial real estate properties generally involve a greater degree of credit risk than one- to four-family residential mortgage loans. These loans typically involve large balances to single borrowers or groups of related borrowers. Because payments on loans secured by commercial real estate properties are often dependent on the successful operation or management of the properties, repayment of these loans may be subject to adverse conditions in the real estate market or the economy. If the cash flow from the project is reduced, or if leases are not obtained or renewed, the borrower's ability to repay the loan may be impaired. See "Asset Quality - Non-performing Loans." The largest commercial real estate lending relationship at December 31, 2007, was $1,041,000 secured by a single family development, one-to four-family real estate properties, a lien against all corporate assets and a second mortgage against the borrower’s primary residence.
Construction or Development Lending. Our construction loan portfolio consists of loans for the construction of one- to four-family residences and commercial properties, including land loans for development of these properties. The weak housing market in our market area has reduced the demand for speculative residential construction loans. We hope to increase our construction lending business, particularly with residential contractors, once this market improves. Construction and development lending generally affords us an opportunity to receive interest at rates higher than those obtainable from residential lending and to receive higher origination and other loan fees. In addition, construction and development loans, excluding land loans, are generally made with adjustable rates of interest for commercial properties and fixed rates for residential properties. These loans have six-to nine-month terms and interest-only payments during the construction period. Land loans are generally for residential developments. They are three-year balloon, non-amortizing loans with an 85% maximum loan-to-value ratio and a fixed or adjustable rate of interest. At December 31, 2007, we had $2.1 million in construction and development loans outstanding, representing 2.0% of our gross loan portfolio and consisting of: $1.1 million in construction loans to the prospective owners of the one- to four-family residences being constructed and $1.0 million in construction loans to builders for pre-sold and spec homes under construction.
Construction loans also involve additional risks attributable to the fact that loan funds are advanced upon the security of the project under construction, which is of uncertain value prior to the completion of construction. Moreover, because of the uncertainties inherent in estimating construction costs, delays arising from labor problems, material shortages, and other unpredictable contingencies, it is relatively difficult to evaluate accurately the total loan funds required to complete a project, and the related loan-to-value ratios. We fund our construction loans based on actual work completed as determined by physical property inspections. The acquisition and development loans are required to be repaid as lots are sold, though on an accelerated basis so that we are repaid before all the lots are sold. See also the discussion under the headings "Classified Assets" and " Loan Delinquencies and Defaults" below.
Commercial Business Lending. We originate commercial business loans and at December 31, 2007, we had $3.8 million in commercial business loans, which was 3.7% of our loan portfolio. Prior to 2006, our commercial business portfolio was reported as part of our commercial real estate portfolio. Our commercial business lending activities encompass loans with a variety of purposes and security including loans to finance inventory and equipment. These are believed to carry higher credit risk than more traditional single family loans.
Unlike residential mortgage loans, commercial business loans are typically made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business and, therefore, are of higher risk. Commercial business loans are generally secured by business assets, such as accounts receivable, equipment and inventory. This collateral may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. As a result, the availability of funds for the repayment of commercial business loans is dependent on the success of the business itself (which, in turn, is often dependent in part upon general economic conditions).
Our management recognizes the generally increased risks associated with our commercial business lending. Our commercial lending policy emphasizes complete credit file documentation and analysis of the borrower's character, capacity to repay the loan, the adequacy of the borrower's capital and collateral as well as an evaluation of the industry conditions affecting the borrower. Review of the borrower's past, present and future cash flows is also an important aspect of our credit analysis. In addition, we generally obtain personal guarantees from the borrowers on these types of loans. The majority of the Bank's commercial loans have been to borrowers in Barry and Kalamazoo counties, Michigan.
Consumer Lending. We offer a variety of secured consumer loans, including loans secured by new and used auto loans, boats, trailers and other recreational vehicles, unsecured consumer loans and loans secured by savings deposits. We originate our consumer loans primarily in our market areas. At December 31, 2007, our consumer loan portfolio totaled $6.2 million, or 6.1% of our gross loan portfolio. Consumer loan terms vary according to the type of collateral, length of contract and creditworthiness of the borrower.
We originate auto loans on a direct and indirect basis. Auto loans totaled $1.7 million at December 31, 2007, or 1.7% of our gross loan portfolio of which $854,000 were direct loans and $814,000 were indirect loans. We have a relationship with five local car dealerships for indirect lending under an arrangement providing a reserve fee to the referring dealer. Auto loans may be written for up to six years and have fixed rates of interest. Loan-to-value ratios are up to 100% of the sales price and or the retail value on new and late model used autos and the lesser of 90% of NADA or the sales price on other used autos.
We originate loans secured by boats, trailers and other recreational vehicles. These loans totaled $3.0 million at December 31, 2007, or 3.0% of our gross loan portfolio. We have a relationship with two local boat dealers for indirect lending which provides for a reserve fee to the referring dealer. These secured consumer loans are written with terms up to 15 years and usually have fixed interest rates. Loan to value ratios are 100% of the sales prices for new collateral and the lesser of 90% of NADA value or the sales price for used collateral.
We also make unsecured loans to consumers based on the creditworthiness of the borrower. These loans are written for up to three years and usually have fixed rates of interest.
Consumer loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. Consumer loans often carry higher rates of interest than do one- to four-family residential mortgage loans, but due to competition in our market, consumer loan rates are not significantly higher than the rates on one- to four-family residential mortgage loans at this time. Management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.
Consumer and other loans may entail greater risk than do one- to four-family residential mortgage loans, particularly in the case of consumer loans that are secured by rapidly depreciable assets such as automobiles and recreational vehicles. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan collections are dependent on the borrower's continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.
Loan Originations, Purchases, Sales, Repayments and Servicing
We originate one- to four-family residential mortgage loans primarily through referrals from real estate agents, builders and from existing customers. We actively solicit business from these referral sources and strive to create strong relationships with them through the quality of service and program selections we offer. Walk-in customers are another important source of loan originations. We also have a loan production office in a real estate broker's office in Kalamazoo, Michigan, to increase our residential mortgage originations in that metropolitan area.
The Bank promotes its consumer loan products to existing customers, primarily through in-branch promotions, direct mailing, statement stuffers and to the community through newspaper and radio advertising. We also work closely with area boat dealers and are present at shows they participate in and open houses to promote our products. In addition to working closely with the boat dealers, we maintain and continue to develop vendor relationships with area consumer product dealers providing financing that is secured by the consumer goods being purchased.
The Bank has built its commercial loan portfolio primarily through working with business owners and managers that are customers, direct calling on referral sources, accountants and attorneys and through direct calling on other businesses that have been targeted by our management team. Economic conditions and aggressive pricing by new competitors in the Bank’s primary market area have combined to significantly reduce opportunities to originate new commercial loans at this time. We expect that such opportunities will return as the economy improves and the competitive environment stabilizes.
The Bank has worked diligently to identify qualified builders to solicit loans for both speculative construction and contract construction for either new homes or remodeling projects. We are an active member of the Barry County Homebuilders Association and make contacts with builders through joint sponsorship of various activities with building supply vendors. The stagnant real estate market currently limits opportunities for originating construction loans. We expect that such opportunities will return as the economy and the housing market eventually improve.
While we are qualified to sell one- to four- family residential mortgage loans to Freddie Mac; we are currently selling fixed and adjustable rate loans with servicing released to independent purchasers. These loans must comply with prescribed terms and conditions as defined by the correspondent relationship with underwriting, approval and commitment to buy being made prior to our approval and closing of these loans with our borrowers. These loans are originated as Bank loans and assigned to the purchaser at closing. The Bank typically receives at least 1% of the loan principal as an origination fee. During the year ended December 31, 2007, we earned $22,000 in these origination fees.
During the fourth quarter of 2007, we sold residential mortgage loans to other financial institution for asset liability and capital management purposes.
While we originate adjustable-rate and fixed-rate loans, our ability to originate loans is dependent upon customer demand for loans in our market areas. Demand is affected by competition, economic conditions and the interest rate environment. Loans and participations purchased must conform to our underwriting guidelines and be acceptable to the senior officer loan committee. Furthermore, during the past few years, we, like many other financial institutions, have experienced significant prepayments on loans due to the low interest rate environment prevailing in the United States. In periods of economic uncertainty, the ability of financial institutions, including us, to originate or purchase large dollar volumes of real estate loans may be substantially reduced or restricted, with a resultant decrease in interest income.
In addition to interest earned on loans and loan origination fees, we receive fees for loan commitments, late payments and other miscellaneous services. The fees vary from time to time, generally depending on the supply of funds and other competitive conditions in the market. Because of competition in our market, this is not a material source of income for us.
Asset Quality
When a borrower fails to make a required payment on a loan, the Bank attempts to cause the delinquency to be cured by contacting the borrower. In the case of loans secured by residential real estate, a late notice is sent 15 days after the due date and every 15 days thereafter until the delinquency is resolved. When the loan is 45 days past due a delinquency letter is mailed to the borrower. If the account becomes 90 days delinquent and an acceptable repayment plan has not been agreed upon, a 30-day notice of our intent to foreclose is forwarded to the borrower. Foreclosure proceedings are initiated after that 30-day period unless a repayment plan has been approved.
Delinquent secured consumer loans are handled with a 15-day late notice followed by the issuance of a delinquency letter 30-45 days after the due date requesting payment within 10 days. If the loan is not current or under an approved repayment plan within that time period, repossession and sale of consumer collateral is initiated, subject to various requirements under the applicable consumer protection laws as well as other applicable laws and the determination by us that it would be beneficial from a cost basis. Borrowers on delinquent unsecured consumer loans are sent a delinquency notice 30 days after the due date. If no payment plan is agreed to within the next 30 days, the loan is sent to small claims court or to an attorney for collection.
Delinquent commercial business loans and loans secured by multi-family and commercial real estate are initially handled by the collection officer who is responsible for contacting the borrower. The collection department also works with the commercial loan officers to see that necessary steps are taken to collect delinquent loans. In addition, we have a senior officer loan review committee that meets monthly and reviews past due and criticized loans, as well as other loans that management feels may present possible collection problems or risk to the Bank. If an acceptable workout of a delinquent commercial loan cannot be agreed upon, we generally initiate foreclosure or repossession proceedings on any collateral securing the loan.
Delinquent Loans. The following table sets forth our loan delinquencies for 60 days and over by type, number and amount at December 31, 2007.
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(1) As a percentage of total gross loans of $101.0 million at December 31, 2007.
At December 31, 2006, we had 16 delinquent loans, totaling $1,779,000 or 1.73% of total loans. Loan delinquencies increased during 2007 primarily as the result of more difficult economic conditions in our market and borrowers' difficulty in making increased payments due to upward rate adjustments. We expect delinquencies to increase during 2008.
Non-performing Assets. The table below sets forth the amounts and categories of non-performing assets in our loan portfolio. Loans are generally placed on non-accrual status at 90 days past due or when the collection of principal and/or interest becomes doubtful. The increase in non-performing loans in 2007 is the result of further deterioration in economic conditions in southwest Michigan and higher market interest rates, which caused certain borrowers to become delinquent on loan payments. We expect non-performing loans to increase during 2008.
At December 31, 2007 we had eight troubled debt restructurings totaling $901,000 or 0.90% of total net loans, substantially all of which were residential mortgage loans in foreclosure proceedings. Seven of these loans were for single family residences and one was secured by an attached single family condominium unit. At December 31, 2007, we had seven non-accruing loans which totaled $1,479,000 or 1.50% of total net loans. This total includes: (1) a $371,000 loan for the development of residential lots; (2) a $411,000 loan for the development of residential lots, which is in foreclosure and for which we have received an offer that would not result in a material loss to the Bank; (3) a $421,000 first mortgage on a single family home; (4) a participation loan of $147,000 for the construction of a single family home; (5) a $36,000 bridge loan on a single family home; (6) a $87,600 loan on vacant land; and (7) an unsecured loan of $12,700.
For additional disclosure of significant non-performing assets, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Exhibit 13 to this Form 10-KSB.
Other Loans of Concern. On December 31, 2007, the Bank was monitoring other loans of concern classified as substandard loans on the Bank’s monthly delinquency report. These loans consisted of one loan for $218,000 secured by a single family home where the borrower has requested to deed the property to the Bank; five loans totaling $284,000, secured by first mortgages on single family homes that are in the process of foreclosure; two first mortgages totaling $219,000; one second mortgage for $30,000, secured by single family homes; and four consumer loans totaling $13,000. All these loans are being actively monitored and collection efforts are proceeding.
Past due loans classified as Special Mention that are being monitored by the Bank’s loan review committee include: (1) five commercial loans to a landscaping company that are secured by vehicles and equipment and total $178,000; and (2) four loans to a real estate developer that are secured by 12 non-owner occupied, one- to four-family unit apartments and attached condominiums and total $730,000.
The Bank also is monitoring three construction loans on single family homes, which are current and total $745,000. Construction has been completed, but there are disputes between the borrowers and the contractors. One borrower has a law suit pending by a subcontractor, another borrower has disputed a draw made to the contractor and all three properties have liens placed on the properties by subcontractors.
Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered to be of lesser quality, as "substandard," "doubtful" or "loss". An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will sustain "some loss" if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses inherent in those classified "substandard", with the added characteristic that the weaknesses present make "collection or liquidation in full", on the basis of currently existing facts, conditions and values, "highly questionable and improbable". Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.
When an institution classifies problem assets as either substandard or doubtful, it may establish general allowances for loan losses in an amount deemed prudent by management and approved by the board of directors. General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an institution classifies problem assets as "loss", it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge off such amount. The Bank's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the OTS which may order the establishment of additional general or specific loss allowances.
We regularly review the problem loans in our portfolio to determine whether any loans require classification in accordance with applicable regulations. On the basis of management's review of our loans, at December 31, 2007, we had $1.8 million in loans classified as substandard, $421,000 classified as doubtful and none as loss. The total amount classified represented 31.2% of our equity capital and 1.95% of our assets at December 31, 2007. On the basis of management's review of our loans, at December 31, 2006, we had $442,000 in loans classified as substandard, $1.1 million classified as doubtful and none as loss. The total amount classified represented 17.9% of our equity capital and 1.35% of our assets at December 31, 2006.
Allowance for Loan Losses. We maintain an allowance for loan losses to absorb probable incurred losses in the loan portfolio. The allowance is based on ongoing, monthly assessments of the estimated probable incurred losses in the loan portfolio. In evaluating the level of the allowance for loan losses, management considers the types of loans and the amount of loans in the loan portfolio, peer group information, historical loss experience, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. Large groups of smaller balance homogeneous loans such as residential real estate, small commercial real estate, home equity and consumer loans are evaluated in the aggregate using historical loss factors and peer group data adjusted for current economic conditions. Geographic peer group data is obtained by general loan type and adjusted to reflect known differences between peers and the Bank such as loan seasoning, underwriting experience, local economic conditions and customer characteristics. More complex loans such as multi-family and commercial real estate loans and commercial business loans are evaluated individually for impairment primarily through the evaluation of collateral values.
At December 31, 2007, our allowance for loan losses was $508,000, or 0.51% of the total loan portfolio. The decrease in the allowance from $538,000, or 0.53% of the total loan portfolio at December 31, 2006, reflects our decreased loan portfolio and the $344,000 in charge-offs during the year. Assessing the allowance for loan losses is inherently subjective as it requires making material estimates, including the amount and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. In the opinion of management, the allowance, when taken as a whole, reflects estimated probable loan losses in our loan portfolios. The allowance is discussed further in Notes 1 and 3 of the Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following table sets forth an analysis of the Bank's allowance for loan losses.
In 2004, we did not have a significant provision because our growth was slower and we recorded net recoveries during the year. In 2005, we increased the allowance primarily in response to loan growth as quality indicators remained positive. In 2006 the provision was increased in response to loan growth as well as economic conditions in our local market. In 2007, we increased the provision in response to the current local economic conditions.
The distribution of the Bank's allowance for losses on loans at the dates indicated is summarized as follows:
Investment Activities
Federal savings banks have the authority to invest in various types of liquid assets, including United States Treasury obligations, securities of various federal, state and local agencies and jurisdictions, including callable agency securities, certain certificates of deposit of insured banks and savings institutions, certain bankers' acceptances, repurchase agreements and federal funds. Subject to various restrictions, Federal savings banks also may invest their assets in investment grade commercial paper and corporate debt securities and mutual funds whose assets conform to the investments that a federal savings bank is otherwise authorized to make directly. See "How We Are Regulated - MainStreet Savings Bank - - OTS Regulation" for a discussion of additional restrictions on our investment activities.
The Treasurer has the basic responsibility for the management of our investment portfolio, subject to the direction and guidance of the President. The Treasurer considers various factors when making decisions, including the marketability, maturity and tax consequences of the proposed investment. The maturity structure of investments will be affected by various market conditions, including the current and anticipated slope of the yield curve, the level of interest rates, the trend of new deposit inflows and the anticipated demand for funds via deposit withdrawals and loan originations and purchases.
The general objectives of our investment portfolio are to provide liquidity when loan demand is high, to assist in maintaining earnings when loan demand is low and to maximize earnings while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk and interest rate risk. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset and Liability Management and Market Risk." Our investment securities currently consist of mortgage backed securities. Prior to 2005, our investment portfolio also included federal agency securities and corporate debt securities. See Note 2 of the Notes to Consolidated Financial Statements. The corporate debt was acquired to increase the yield in our investment securities portfolio.
As a member of the Federal Home Loan Bank of Indianapolis, we had $1.6 million in stock of the Federal Home Loan Bank of Indianapolis at December 31, 2007. For the year ended December 31, 2007, we received $73,000 in dividends from the Federal Home Loan Bank of Indianapolis.
The following table sets forth the composition of our securities portfolio and other investments at the dates indicated, which included no securities held to maturity. At December 31, 2007, our securities portfolio did not contain securities of any issuer with an aggregate book value in excess of 10% of our equity capital, excluding those issued by the United States Government or its agencies.
The composition and maturities of our investment securities portfolio at December 31, 2007, excluding Federal Home Loan Bank stock, are indicated in the following table.
Sources of Funds
General. Our sources of funds are deposits, borrowings, payment of principal and interest on loans, interest earned on or maturation of other investment securities and funds provided from operations.
Deposits. We offer a variety of deposit accounts to both consumers and businesses having a wide range of interest rates and terms, including special accounts for children and IRA accounts. Our deposits consist of savings and checking accounts, money market deposit accounts, NOW and demand accounts and certificates of deposit. We solicit deposits primarily in our market areas and from financial institutions. We also solicit deposits over the Internet through cdrate/line.com, which is used primarily by other banks, and we accept brokered deposits through Depository Trust Co. for a fee of approximately one-fourth of a basis point. At December 31, 2007, our total brokered and wholesale deposits were $24.4 million, or 31.1% of all deposits on that date. We primarily rely on competitive pricing policies, marketing and customer service to attract and retain deposits. Our ability to accept brokered and wholesale deposits will be restricted if we become adequately capitalized, unless we receive a waiver from the FDIC.
The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts we offer has allowed us to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. We have become
more susceptible to short-term fluctuations in deposit flows, as customers have become more interest rate conscious. We try to manage the pricing of our deposits in keeping with our asset and liability management, liquidity and profitability objectives, subject to competitive factors. Based on our experience, we believe that our deposits are relatively stable sources of funds. Despite this stability, our ability to attract and maintain these deposits and the rates paid on them has been and will continue to be significantly affected by market conditions.
Under regulations of the Board of Governors of the Federal Reserve System, we are required to maintain non-interest bearing reserves at specified levels against our transaction accounts, primarily checking and NOW accounts. At December 31, 2007, the Bank was in compliance with these Federal Reserve requirements.
The following table indicates the amount of our certificates of deposit and other deposits by time remaining until maturity as of December 31, 2007.
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(1) Deposits from governmental and other public entities.
The following table sets forth the dollar amount of savings deposits in the various types of deposit programs offered by MainStreet Savings Bank at the dates indicated.
Borrowings. Although deposits are our primary source of funds, we may utilize borrowings when they are a less costly source of funds and can be invested at a positive interest rate spread, when we desire additional capacity to fund loan demand or when they meet our asset/liability management goals. Our borrowings consist of advances from the Federal Home Loan Bank of Indianapolis and a loan from a commercial bank. See Note 7 of the Notes to Consolidated Financial Statements and the description of the loan under "General" above.
We are a member of and may obtain advances from the Federal Home Loan Bank of Indianapolis, which is part of the Federal Home Loan Bank System. The twelve regional Federal Home Loan Banks provide a central credit facility for their member institutions. These advances are provided upon the security of certain of our mortgage loans and mortgage-backed and other securities. These advances may be made pursuant to several different credit programs, each of which has its own interest rate, range of maturities and call features, and all long-term advances are required to be used to provide funds for residential home financing. At December 31, 2007, we had $26.4 million in Federal Home Loan Bank advances outstanding and the ability to borrow an additional $7.4 million from the Federal Home Loan Bank of Indianapolis. At that same date, we had $40.7 million in residential mortgages pledged as collateral for our advances and an additional $38.7 million in residential mortgages and mortgage-backed securities available to serve as collateral for additional advances. We are required to own stock in our Federal Home Loan Bank based on the amount of our advances. At December 31, 2007, we had $1.6 million in such stock.
The Bank is authorized to borrow from the Federal Reserve Bank of Chicago "discount window" after it has exhausted other reasonable alternative sources of funds, including Federal Home Loan Bank borrowings. We have never borrowed from the Federal Reserve Bank.
The following table sets forth the maximum month-end balance and average balance of borrowings for the Company and the Bank for the periods indicated.
The following table sets forth certain information about our borrowings at the dates indicated.
Subsidiary and Other Activities
The Bank has one active subsidiary, MainStreet Financial Services, Inc., a licensed insurance agency. The subsidiary has an investment in MBT Title Company, which is jointly owned by members of the Michigan Bankers Association. At December 31, 2007, our total investment in the subsidiary was $2,400. For 2007, earnings were $4,000.
The Bank has a contract with Regal Financial Services, a third party broker-dealer that offers securities brokerage services to our customers at a separate location in our main banking office. We receive compensation from them for the use of the office space and certain administrative services. We earned $12,800 in 2007.
Employees
At December 31, 2007, we had a total of 30 full-time employees and 15 part-time employees. Our employees are not represented by any collective bargaining group. Management considers its employee relations to be good.
How We Are Regulated
Set forth below is a brief description of certain laws and regulations that are applicable to the Company, the Bank and MHC. The description of these laws and regulations, as well as descriptions of laws and regulations contained elsewhere in this Report, does not purport to be complete and is qualified in its entirety by reference to the applicable laws and regulations. Legislation is introduced from time to time in the United States Congress that may affect the operations of the Company and the Bank. In addition, the regulations governing the Company and the Bank may be amended from time to time by the OTS, the FDIC or the SEC, as appropriate. Any legislative or regulatory changes in the future could adversely affect the Company and the Bank. No assurance can be given as to whether or in what form any such changes may occur.
The Bank received a letter from the OTS dated February 5, 2008, indicating that the Bank is deemed to be in troubled condition, and, as a result, is subject to specified operating restrictions. These operating restrictions provide that: (1) the Bank must limit its quarterly asset growth to net interest credited on deposit liabilities during the quarter (unless additional asset growth is permitted by the OTS); (2) the Bank must obtain prior OTS approval prior to appointing any new director or senior executive officer; (3) the Bank’s ability to enter into certain severance agreements or make certain severance payments is limited by 12 C.F.R. § 359; (4) the Bank must receive OTS approval of any new, renewed or amended arrangements providing compensation or benefits to its directors and officers; (5) the Bank must obtain OTS approval of all third-party contracts outside the normal course of business; and (6) the Bank must provide the OTS with 30-days notice of all proposed transactions with affiliates.
On March 18, 2008, the OTS asked the Bank to enter into a supervisory agreement to address the OTS’s concerns regarding the financial condition of the Bank. Among other things, the supervisory agreement would require the Bank to: (1) prepare and submit a three-year business plan; (2) revise its liquidity management policy; (3) enhance compliance training; (4) prepare and submit quarterly reports on classified assets; and (4) continue to abide by the limits in the February 5, 2008 “troubled condition” letter. The Bank is discussing the provisions of the proposed supervisory agreement with its counsel and the OTS, and it expects that it will enter into a supervisory agreement with the OTS early in the second quarter.
MainStreet Savings Bank. The Bank, as a federally chartered savings bank, is subject to regulation and periodic examination by the OTS. This regulation extends to all aspects of its operations. The Bank is required to maintain minimum levels of regulatory capital and is subject to limitations on the payment of dividends to the Company. See "- Regulatory Capital Requirements" and "- Limitations on Dividends and Other Capital Distributions." Federal laws and regulations of the OTS prescribe the investment and lending authority and activities of federally chartered savings banks. The Bank is required to file periodic reports with the OTS. The FDIC also insures the deposits of the Bank to the maximum extent permitted by law. This regulation of the Bank is intended for the protection of depositors and the insurance of accounts fund and not for the purpose of protecting shareholders.
OTS Regulation. Our relationship with our depositors and borrowers is regulated to a great extent by federal laws and OTS regulations, especially in such matters as the ownership of savings accounts and the form and content of our mortgage requirements. In addition, the branching authority of the Bank is regulated by the OTS. The Bank is generally authorized to branch nationwide. The investment and lending authority of the Bank is prescribed by federal laws and regulations and it is prohibited from engaging in any activities not permitted by these laws and regulations.
As a federal savings bank, the Bank is required to meet a qualified thrift lender test. This test requires the Bank to have at least 65% of its portfolio assets, as defined by regulation, in qualified thrift investments on a monthly average for nine out of every 12 months on a rolling basis. As an alternative, we may maintain 60% of our assets in those assets specified in Section 7701(a)(19) of the Internal Revenue Code. Under either test, we are required to maintain a significant portion of our assets in residential housing related loans and investments. Any institution that fails to meet the qualified thrift lender test becomes subject to certain restrictions on its operations and must convert to a national bank charter, unless it re-qualifies as, and thereafter remains, a qualified thrift lender. If such an institution has not requalified or converted to a national bank within three years after the failure, it must divest of all investments and cease all activities not permissible for a national bank. As of December 31, 2007, the Bank met this requirement with a qualified thrift lender percentage of 86.89%.
Under OTS regulations, the Bank is subject to a lending limit for loans to one borrower or group of related borrowers. This lending limit is equal to the greater of $500,000 or 15% of unimpaired capital and surplus (except for loans fully secured by certain readily marketable collateral, in which case the limit is increased to 25% of unimpaired capital and surplus). At December 31, 2007, our lending limit under this restriction was $1,007,400 and our largest loan relationship at that date involves a residential developer with loans totaling $1,041,000. The loans in this relationship were in compliance with our lending limit at the time they were made and are considered to be nonconforming under OTS regulations so long as the amount remains above our current lending limit. All of our other outstanding loan relationships are in compliance with this lending limit.
The OTS oversight of the Bank includes reviewing its compliance with the customer privacy requirements imposed by the Gramm-Leach-Bliley Act of 1999 and the anti-money laundering provisions of the USA Patriot Act. The Gramm-Leach-Bliley privacy requirements place limitations on the sharing of consumer financial information with unaffiliated third parties. They also require each financial institution offering financial products or services to retail customers to provide customers with its privacy policy and with the opportunity to "opt out" of the sharing of their personal information with unaffiliated third parties. The USA Patriot Act significantly expands the responsibilities of financial institutions in preventing the use of the United States financial system to fund terrorist activities. Its anti-money laundering provisions require financial institutions operating in the United States to develop anti-money laundering compliance programs and due diligence policies and controls to ensure the detection and reporting of money laundering. These compliance programs are intended to supplement existing compliance requirements under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations.
We are subject to periodic examinations by the OTS. During these examinations, the examiners may require the Bank to provide for higher general or specific loan loss reserves, which can impact our capital and earnings. As a federal savings bank, the Bank is subject to a semi-annual assessment, based upon its total assets, to fund the operations of the Office of Thrift Supervision.
Transactions between the Bank and its affiliates generally are required to be on terms as favorable to the institution as transactions with non-affiliates, and certain of these transactions, such as loans to an affiliate, are restricted to a percentage of the Bank's capital. In addition, the Bank may not lend to any affiliate engaged in activities not permissible for a bank holding company or acquire the securities of most affiliates. The Company is an affiliate of the Bank.
The OTS has adopted guidelines establishing safety and soundness standards on such matters as loan underwriting and documentation, asset quality, earnings standards, internal controls and audit systems, interest rate risk exposure and compensation and other employee benefits. Any institution regulated by the OTS that fails to comply with these standards must submit a compliance plan.
The OTS has extensive enforcement authority over all savings associations and their holding companies, including the Bank and the Company. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with the OTS. Except under certain circumstances, public disclosure of final enforcement actions by the OTS is required by law.
FDIC Regulation and Insurance of Accounts. The Bank's deposits are insured up to the applicable limits by the deposit insurance fund administered by the FDIC, and such insurance is backed by the full faith and credit of the United States Government. As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by FDIC-insured institutions. Under new FDIC regulations, our deposit insurance premiums will increase in 2008 to 10 basis points of insured deposits. The FDIC also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the deposit insurance fund. The FDIC also has the authority to initiate enforcement actions against the Bank and may terminate our deposit insurance if it determines that we have engaged in unsafe or unsound practices or is in an unsafe or unsound condition.
MainStreet Financial Corporation and MHC. As the holding companies of the Bank, the Company and MHC are subject to regulation and examination by the OTS. The terms of the Company's charter are prescribed by the OTS and require us to only pursue any or all of the lawful objectives and powers of the subsidiary of a mutual holding company.
Under regulations of the OTS, MHC must own a majority of outstanding shares of the Company in order to qualify as a mutual holding company. Applicable federal law and regulations limit the activities of MainStreet Financial Corporation and MHC and require the approval of the OTS for any acquisition or divestiture of a subsidiary, including another financial institution or holding company.
Under federal law, if the Bank fails the qualified thrift lender test, the Company and MHC must obtain the approval of the OTS prior to continuing, directly or through other subsidiaries, any business activity other than those approved for multiple savings association holding companies or their subsidiaries. In addition, within one year of such failure, MHC and the Company must register as, and will become subject to, the restrictions applicable to bank holding companies.
Under regulations of the OTS, MHC, may convert to the stock form of ownership, though it has no current intention to do so. In a stock conversion, the members of MHC would have a right to subscribe for shares of stock in a new company that would own MHC's shares in the Company. In addition, each share of stock in the Company not owned by MHC would convert into shares in that new company in an amount that preserves the holders' percentage ownership.
Regulatory Capital Requirements
Capital Requirements for the Bank. The Bank is required to maintain minimum levels of regulatory capital under regulations of the OTS. The capital standards require core or Tier 1 capital equal to at least 3.0% of adjusted total assets for the strongest institutions with the highest examination rating and 4.0% of adjusted total assets for all other institutions, unless the OTS requires a higher level based on the particular circumstances or risk profile of the institution. Core capital generally consists of tangible capital plus certain intangibles. At December 31, 2007, MainStreet Savings Bank had core capital equal to $6.7 million, or 5.87% of adjusted total assets, which was $2.1 million above its required level of 4.0%.
The OTS also requires MainStreet Savings Bank to have total capital of at least 8.0% of risk-weighted assets. Total capital consists of core or Tier 1 capital and Tier 2 capital, which for MainStreet Savings Bank at December 31, 2007, consists of $508,000 of its allowance for possible loan and lease losses. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet items, will be multiplied by a risk weight, ranging from 0% to 100%, based on the risk inherent in the type of asset. The OTS is authorized to require MainStreet Savings Bank to maintain an additional amount of total capital to account for concentration of credit risk, level of interest rate risk, equity investments in non-financial companies and the risk of non-traditional activities. At December 31, 2007, MainStreet Savings Bank had $70.7 million in risk-weighted assets and total capital of $7.2 million, or 10.20% of risk-weighted assets, which was $135,000 above the required level.
The OTS is authorized and, under certain circumstances, required to take certain actions against federal savings banks that fail to meet these capital requirements, or that fail to maintain an additional capital ratio of Tier 1 capital of at least 4.0% of risk weighted-assets. The OTS is generally required to take action to restrict the activities of an "undercapitalized institution," which is an institution with less than either a 4.0% core capital ratio, a 4.0%
Tier 1 risked-based capital ratio or an 8.0% total risk-based capital ratio. Any such institution must submit a capital restoration plan and until the plan is approved by the OTS may not increase its assets, acquire another institution, establish a branch or engage in any new activities, and generally may not make capital distributions. The OTS is authorized to impose the additional restrictions on undercapitalized institutions.
Any institution that fails to comply with its capital plan or has Tier 1 risk-based or core capital ratios of less than 3.0% or a total risk-based capital ratio of less than 6.0% is considered "significantly undercapitalized" and must be made subject to one or more additional specified actions and operating restrictions that may cover all aspects of its operations and may include a forced merger or acquisition of the institution. An institution with tangible equity to total assets of less than 2.0% is "critically undercapitalized" and becomes subject to further mandatory restrictions. The OTS generally is authorized to reclassify an institution into a lower capital category and impose the restrictions applicable to that category if the institution is engaged in unsafe or unsound practices or is in an unsafe or unsound condition. The imposition by the OTS of any of these measures on MainStreet Savings Bank may have a substantial adverse effect on its operations and profitability.
Institutions with at least a 4.0% core capital ratio, a 4.0% Tier 1 risked-based capital ratio and an 8.0% total risk-based capital ratio are considered "adequately-capitalized." An institution is deemed "well-capitalized" institution if it has at least a 5.0% leverage capital ratio, a 6.0% Tier 1 risked-based capital ratio and a 10.0% total risk-based capital ratio. At December 31, 2007, MainStreet Savings Bank was considered a "well-capitalized" institution. On that date, its risked-based capital ratio was 0.19% over the 10.0% requirement for well-capitalized status. If operating losses continued as anticipated, this capital ratio may fall below 10.0% in 2008, and the Bank will become adequately capitalized, which is an event of default under our bank loan and our forbearance letter for that loan. If that occurs, we will ask the bank to provide a temporary forbearance for failing this covenant in 2008, so long as we remain adequately capitalized. There can be no assurances that the bank will issue a forbearance letter or will agree not to pursue any of its remedies as a result of our defaults under our loan covenants. See “General” for more information on our current forbearance letters from the bank with respect to our violation of other loan covenants. In addition, the OTS may consider formal or informal enforcement action against the Bank for not maintaining well-capitalized status. In addition, our ability to accept brokered and wholesale deposits will be restricted if we become adequately capitalized, unless we receive a waiver from the FDIC.
Capital Requirements for MainStreet Financial Corporation. MainStreet Financial Corporation is not subject to any specific capital requirements. The OTS, however, will expect MainStreet Financial Corporation to support MainStreet Savings Bank, including providing additional capital when MainStreet Savings Bank does not meet its requirements. As a result, the OTS limits the ability of MainStreet Savings Bank to pay dividends to MainStreet Financial Corporation.
Limitations on Dividends and Other Capital Distributions. OTS regulations impose various restrictions on the ability of the Bank to make distributions of capital, which include dividends, stock redemptions or repurchases, cash-out mergers and other transactions charged to the capital account. The Bank must file a notice or application with the OTS before making any capital distribution. The Bank generally may make capital distributions during any calendar year in an amount up to 100% of net income for the year-to-date plus retained net income for the two preceding years, so long as it is well-capitalized after the distribution. If the Bank proposes to make a capital distribution when it does not meet its current minimum capital requirements (or will not following the proposed capital distribution) or that will exceed these net income limitations, it must obtain OTS approval prior to making the distribution. The OTS may always object to any distribution based on safety and soundness.
MainStreet Financial Corporation will not be subject to OTS regulatory restrictions on the payment of dividends. Dividends from MainStreet Financial Corporation, however, may depend, in part, upon its receipt of dividends from MainStreet Savings Bank. In addition, MainStreet Savings Bank may not make a distribution that would constitute a return of capital during the three-year term of the business plan submitted in connection with this mutual holding company reorganization and stock issuance. See "Our Policy Regarding Dividends."
Federal Securities Law
The stock of the Company is registered with the SEC under the Securities Exchange Act of 1934, as amended. The Company will be subject to the information, proxy solicitation, insider trading restrictions and other requirements of the SEC under the Securities Exchange Act of 1934.
The Company stock held by persons who are affiliates of the Company may not be resold without registration unless sold in accordance with certain resale restrictions. Affiliates are generally considered to be officers, directors and principal stockholders. If the Company meets specified current public information requirements, each affiliate of the Company will be able to sell in the public market, without registration, a limited number of shares in any three-month period.
The SEC has adopted regulations and policies under the Sarbanes-Oxley Act of 2002 that apply to the Company as a public company under the Securities Exchange Act of 1934. The stated goals of these Sarbanes-Oxley requirements are to increase corporate responsibility, provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The SEC Sarbanes-Oxley regulations and policies include very specific additional disclosure requirements and new corporate governance rules. The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.
Federal Taxation
General. The Company, the Bank and MHC are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to the Company or the Bank. The Bank's federal income tax returns have never been audited.
The Company files a consolidated federal income tax return with the Bank and MHC. Accordingly, it is anticipated that any cash distributions made by the Company to its stockholders would be considered to be taxable dividends and not as a non-taxable return of capital to stockholders for federal and state tax purposes.
Method of Accounting. For federal income tax purposes, the Bank currently reports its income and expenses on the accrual method of accounting and uses a fiscal year ending on December 31 for filing its federal income tax return.
Minimum Tax. The Internal Revenue Code imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain tax preferences, called alternative minimum taxable income. The alternative minimum tax is payable to the extent alternative minimum tax exceeds regular income tax. Net operating losses can offset no more than 90% of alternative minimum taxable income. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. The Bank has not been subject to the alternative minimum tax, nor do we have any amounts available as credits for carryover.
Net Operating Loss Carryovers. A financial institution may carryback net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. This provision applies to losses incurred in taxable years beginning after August 6, 1997. At December 31, 2007, the Bank had net operating loss carryforwards of $1,440,000 for federal income tax purposes, which begin expiring in 2021.
Corporate Dividends-Received Deduction. Because it files a consolidated return with its wholly owned subsidiary, the Bank, dividends from the Bank are not included as income to the Company. The corporate dividends-received deduction is 100% or 80%, in the case of dividends received from corporations with which a corporate recipient does not file a consolidated tax return, depending on the level of stock ownership of the payee of the dividend. Corporations that own less than 20% of the stock of a corporation distributing a dividend may deduct 70% of dividends received or accrued on their behalf.
State Taxation
The Company and the Bank are subject to a Michigan business activities tax of 1.9% on the sum of their federal taxable income, compensation paid to employees, tax depreciation expense and certain other items.
Item 2.
Item 2. Description of Property
At December 31, 2007, we had three full-service offices. The main office of the Company is the main office of the Bank. The following table sets forth certain information concerning the main office and each branch office of the Bank at December 31, 2007. The aggregate net book value of the Company's premises and equipment was $3.6 million at December 31, 2007. See also Note 4 of the Notes to Consolidated Financial Statements. The office buildings we own are held substantially free of encumbrances or mortgages. In the opinion of management, the facilities are adequate and suitable for the needs of the Company
Location
Year opened
Owned or
leased
Lease expiration
date
Net book value at
December 31,
(In thousands)
Main office:
629 W. State Street
Hastings, Michigan
Owned
N/A
$2,427
Branch offices:
127 S. Michigan Avenue
(Inside Felpausch Food Center)
Hastings, Michigan
Leased
8/1/2017
---
802 Fourth Avenue
Lake Odessa, Michigan
Owned
N/A
$20
Loan production office:
Cornerstone Building
Suite 2
407 West Michigan Avenue
Kalamazoo, Michigan
Leased
5/8/2009(1)
---
____________________
(1) This lease may be terminated by the landlord or us with 90 days written notice.
Our data processing service provider is FPS Gold. We maintain depositor and borrower customer files and our accounting records on an on-line basis, utilizing their online real time system. The book value of all data processing and computer equipment utilized by the Bank at December 31, 2007 was $136,000. Management has a disaster recovery plan in place with respect to the data processing system, as well as the Bank’s operations as a whole.
Item 3.
Item 3. Legal Proceedings
From time to time we are involved as plaintiff or defendant in various legal actions arising in the normal course of business. We do not anticipate incurring any material legal fees or other liability as a result of such litigation. In the opinion of management, the Bank is not a party to any pending claims or lawsuits that are expected to have a material effect on the Bank’s financial condition or operations.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the quarter ended December 31, 2007.
PART II
Item 5.
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
The information under the heading “Shareholder Information” in the Company’s 2007 Annual Report to Shareholders, which is included in Exhibit 13, is incorporated herein by reference.
The Company made no stock repurchases during the quarter ended December 31, 2007.
Item 6.
Item 6. Management’s Discussion and Analysis or Plan of Operation
The information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2007 Annual Report to Shareholders, which is included in Exhibit 13, is incorporated herein by reference.
Item 7.
Item 7. Financial Statements
The following consolidated financial statements are in the Company’s 2007 Annual Report to Shareholders, which is included in Exhibit 13, and are incorporated herein by reference.
Page
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Shareholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 8.
Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 8A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
An evaluation of the Company's disclosure controls and procedures (as defined in Rule13a.15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of December 31, 2007, was carried out under the supervision and with the participation of our Chief Executive Officer, our Chief Financial Officer, and several other members of our senior management within the 90-day period preceding the filing date of this annual report. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed in the reports the Company files or submits under the Exchange Act is (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.
There were no changes in our internal controls over financial reporting (as defined in Rule 13a.15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2007, that has materially effected, or is reasonably likely to materially affect, our internal control over financial reporting. The annual report of management on the effectiveness of internal control over financial reporting is set forth below under “Management’s Report on Internal Control Over Financial Reporting.” This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
We intend to continually review and evaluate the design and effectiveness of the Company's disclosure controls and procedures and to improve the Company's controls and procedures over time and to correct any deficiencies that we may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non.financial information concerning the Company's business. While we believe the present design of the disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures.
The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
Management’s Report on Internal Control Over Financial Reporting
The management of MainStreet Financial Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) 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 controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. 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.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of December 31, 2007, the Company’s internal control over financial reporting was effective based on those criteria.
This annual report does not include an attestation of our independent public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our independent public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Date: March 31, 2008
By:
/s/ David C. Hatfield
David C. Hatfield
President and Chief Executive Officer
By:
/s/ James Toburen
James Toburen
Chief Financial Officer
Item 8B. Other Information
None.
PART III
Item 9.
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Directors and Executive Officers
Information concerning the Directors and Executive Officers of the Company is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held in May 2008, a copy of which will be filed not later than 120 days after the close of our fiscal year. The incorporation by reference of that proxy statement here, or anywhere else in this Form 10-KSB, excludes the information contained under the heading "Report of Audit Committee."
Section 16(a) Compliance
The information concerning compliance with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 by our directors, officers and ten percent stockholders required by this item is incorporated herein by reference from our definitive proxy statement for our Annual Meeting of Stockholders being held in May 2007, a copy of which will be filed not later than 120 days after the end of our fiscal year.
Code of Ethics
In 2006, we adopted a Code of Business Conduct and Ethics based upon the standards set forth under Item 406 of Regulation S-B of the Securities and Exchange Commission. The Code applies to our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions, and to all of our other employees and our directors. A copy of our code of ethics was included in our form 10-QSB for the quarter ended September 31, 2006 and is available on our Internet website at www.mainstreetsavingsbank.com.
Item 10.
Item 10. Executive Compensation
Information concerning executive compensation is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held in May 2008, a copy of which will be filed not later than 120 days after the close of the fiscal year.
Item 11.
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held in May 2008, a copy of which will be filed not later than 120 days after the close of the fiscal year.
The Company has no equity compensation plans providing for options, warrants or rights.
Item 12.
Item 12. Certain Relationships and Related Transactions and Director Independence
Information concerning certain relationships and related transactions and director independence is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held in May 2008, a copy of which will be filed not later than 120 days after the close of the fiscal year.
Item 13.
Item 13. Exhibits
Exhibit Number
from Item 601 of
Regulation S-B
Document
Reference to
Prior Filing
or Exhibit Number
If Attached Hereto
3(i)
Charter of MainStreet Financial Corporation
*
3(ii)
Bylaws of MainStreet Financial Corporation
*
Stock Certificate of MainStreet Financial Corporation
*
Material contracts:
10.1 Loan Agreement with Independent Bank
*
10.4 Employee Stock Ownership Plan
*
10.6 Deferred Compensation Plan for Directors and Officers
*
10.7 Named Executive Officer Salary and Bonus Arrangements
for
10.7
10.8 Current Director Fee Arrangements
10.8
10.9 Forbearance Letter from Independent Bank for Holding Company Loan
10.9
10.10 Forbearance Letter from Independent Bank for ESOP Loan
10.10
2007 Annual Report to Shareholders
Code of Business Conduct and Ethics
**
Subsidiaries of the Company
*
Power of Attorney
***
Rule 13a-14(a)/15d-14(a) Certifications
Section 1350 Certifications
________________________________
*
Filed as an exhibit to the Issuer's Registration Statement on Form SB-2 (File No. 333-137523), declared effective by the Securities and Exchange Commission on November 13, 2006.
**
Filed as an exhibit to the Issuer's Quarterly Report for the Quarter Ended September 30, 2006 on Form 10-QSB, filed with the Securities and Exchange Commission on December 21, 2006.
***
On signature page.
Item 14.
Item 14. Principal Accountant Fees and Services
Information concerning fees and services by our principal accountants is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held in May 2008, a copy of which will be filed not later than 120 days after the close of the fiscal year.
SIGNATURES
In accordance with 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.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David L. Hatfield his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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 and on the dates indicated.
/s/ David L. Hatfield
David L. Hatfield
President, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Gordon F. Fuhr
Gordon F. Fuhr
Chairman of the Board and Director
Date: March 31, 2008
Date: March 31, 2008
/s/ Eric T. Dreisbach
Eric T. Dreisbach
Director
/s/ Mary Lou Hart
Mary Lou Hart
Director
Date: March 31, 2008
Date: March 31, 2008
/s/ David L. Jasperse
David L. Jasperse
Director
/s/ James R. Toburen
James R. Toburen
Senior Vice President, Treasurer, Director
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: March 31, 2008
Date: March 31, 2008
/s/ Carl A. Schoessel
Carl A. Schoessel
Director
Date: March 31, 2008
Index to Exhibits
10.7
Named Executive Officer Salary and Bonus Arrangements for 2008
10.8
Current Director Fee Arrangements
10.9 Forbearance Letter from Independent Bank for Holding Company Loan
10.10 Forbearance Letter from Independent Bank for ESOP Loan
2007 Annual Report to Shareholders
31.1
Rule 13a-14(a)/15d-14(a) Certifications of Principal Executive Officer
31.2
Rule 13a-14(a)/15d-14(a) Certifications of Principal Financial officer
Section 1350 Certifications