-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOiaiW9DS1PTFE1oeeIgLDP2bEaxWNvfgquiaqbGT2ePeBLrT/lbXvLTDsPghIyJ xNHF+YnoBTw99ovaSHckPg== 0000950124-07-001311.txt : 20070306 0000950124-07-001311.hdr.sgml : 20070306 20070305173356 ACCESSION NUMBER: 0000950124-07-001311 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNBH BANCORP INC CENTRAL INDEX KEY: 0000943119 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 382869722 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25752 FILM NUMBER: 07672432 BUSINESS ADDRESS: STREET 1: 101 E GRAND RIVER STREET 2: P O BOX 800 CITY: HOWELL STATE: MI ZIP: 48844 BUSINESS PHONE: 5175463150 MAIL ADDRESS: STREET 1: PO BOX 800 CITY: HOWELL STATE: MI ZIP: 48844-0800 10-K 1 k12907e10vk.htm ANNUAL REPORT FOR FISCAL YEAR ENDED DECEMBER 31, 2006 e10vk
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
 
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
Commission file number 0-25752
FNBH BANCORP, INC.
(Exact name of registrant as specified in its charter)
     
MICHIGAN   38-2869722
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
101 East Grand River, Howell, Michigan 48843
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(517) 546-3150
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o      No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o       No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ       No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).
Large accelerated filer o      Accelerated filer þ       Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o      No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of common stock held by non-affiliates as of June 30, 2006, was $81,792,920.
The number of outstanding shares of common stock (no par value) as of March 1, 2007 was 3,045,954.
Documents Incorporated by Reference:
Portions of the Corporation’s Proxy Statement for the Annual Meeting of Shareholders to be held May 16, 2007, are incorporated by reference into Part III of this report.
 
 

 


 

TABLE OF CONTENTS
         
    Page
       
    3  
    9  
    11  
    11  
    11  
    11  
       
    12  
    15  
    15  
    30  
    30  
    58  
    58  
    58  
       
    59  
    59  
    59  
    59  
    59  
       
    60  
    61  
    62  
Subsidiaries of the Registrant
    63  
Consent of Independent Auditors
    64  
Sec 302 Certification of Chief Executive Officer
    65  
Sec 302 Certification of Chief Financial Officer
    66  
Sec 906 Certification of Chief Executive Officer
    67  
Sec 906 Certification of Chief Financial Officer
    68  

 


Table of Contents

PART I
Item 1. Business.
FNBH Bancorp, Inc. (the Corporation), a Michigan business corporation, is a one-bank holding company, which owns all of the outstanding capital stock of First National Bank in Howell (the “Bank”). The Corporation was formed in 1988 for the purpose of acquiring all of the stock of the Bank in a shareholder approved reorganization, which became effective in May 1989. The Corporation’s internet address is www.fnbsite.com. Through our internet website, we make available free of charge, as soon as reasonably practical after such information has been filed with the Securities and Exchange Commission, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed with the Securities and Exchange Commission. Also available on our website are the respective Charters of the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, as well as the Company’s Code of Ethics for its Chief Executive Officer and other senior financial officers.
The Bank was originally organized in 1934 as a national banking association. As of January 31, 2007, the Bank had approximately 120 full-time and part-time employees. None of the Bank’s employees are subject to collective bargaining agreements. The Corporation does not directly employ any personnel. The Bank serves primarily five communities, Howell, Brighton, Green Oak Township, Hartland, and Fowlerville, all of which are located in Livingston County. The county has historically been rural in character but has a growing suburban population.
On November 26, 1997, H.B. Realty Co., a subsidiary of the Corporation, was established to purchase land for a future branch site of the Bank and to hold title to other Bank real estate when it is considered prudent to do so.
Bank Services
The Bank is a full-service bank offering a wide range of commercial and personal banking services. These services include checking accounts, savings accounts, certificates of deposit, commercial loans, real estate loans, installment loans, trust and investment services, collections, traveler’s checks, night depository, safe deposit box and U.S. Savings Bonds. The Bank maintains correspondent relationships with major banks in Detroit, pursuant to which the Bank engages in federal funds sale and purchase transactions, the clearance of checks and certain foreign currency transactions. The Bank also has a relationship with the Federal Home Loan Bank of Indianapolis where it makes short term investments and where it has a line of credit of $36,000,000 of which $22,500,000 is available, and $13,500,000 is funded as of year end. In addition, the Bank participates with other financial institutions to fund certain large loans which would exceed the Bank’s legal lending limit if made solely by the Bank.
The Bank’s deposits are generated in the normal course of business, and the loss of any one depositor would not have a materially adverse effect on the business of the Bank. As of December 31, 2006 and 2005, the Bank’s certificates of deposit of $100,000 or more constituted approximately 22% of total deposit liabilities. The Bank’s deposits are primarily from its service areas, and the Bank does not seek or encourage large deposits from outside the area.
The Corporation’s cash revenues are derived primarily from dividends paid by the Bank. The Bank’s principal sources of revenue are interest and fees on loans and interest on investment securities. Interest and fees on loans constituted approximately 81% of total revenues for the year ended December 31, 2006, and 79% for the year ended December 31, 2005. Interest and dividends on investment securities, including short-term investments and certificates of deposit, constituted approximately 8% of total revenues in 2006 and 9% of total revenues in 2005. Revenues were also generated from deposit service charges and other financial service fees.
The Bank provides real estate, consumer, and commercial loans to customers in its market. As of December 31, 2006, 33% of outstanding loans were for commercial, residential mortgages or residential construction and land development. Sixty-one percent of the Bank’s loan portfolio is in fixed rate loans. Most of these loans, approximately 95%, mature within five years of issuance. Approximately $12,900,000 of loans with fixed rates (or about 3.4% of the Bank’s total loan portfolio) have remaining balances that mature in five years or longer. Forty five percent of the Bank’s interest-bearing deposits are in savings, NOW, and MMDAs, all of which are variable rate products. As of December 31, 2006, certificates of deposits totaled approximately $188,000,000 with $167,000,000 maturing within a year, and the majority of the balance maturing within a five year period.
Requests to the Bank for credit are considered on the basis of credit worthiness of each applicant, without consideration to race, color, religion, national origin, sex, marital status, physical handicap, age, or the receipt of income from public assistance programs. Consideration is also given to the applicant’s capacity for repayment, collateral, capital and alternative sources of repayment. Loan applications are accepted at all the Bank’s offices and are approved under each

3


Table of Contents

lending officer’s authority. Request for loans from borrowers with aggregate indebtedness in excess of $1,500,000 are required to be presented to the Board of Directors or the Executive Committee of the Board for its review and approval.
As described in more detail below, the Bank’s cumulative one year gap ratio of rate sensitive assets to rate sensitive liabilities at December 31, 2006, was 15% liability sensitive, compared to 17% asset sensitive at December 31, 2005. See discussion and table under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A below.
The Bank sells participations in commercial loans to other financial institutions approved by the Bank for the purpose of meeting legal lending limit requirements or loan concentration considerations. The Bank regularly sells fixed rate residential mortgages to the Federal Home Loan Mortgage Corporation (Freddie Mac) while retaining servicing on the sold loans. Those residential real estate mortgage loan requests that do not meet Freddie Mac criteria are reviewed by the Bank for approval and, if approved, are retained in the Bank’s loan portfolio or could be sold to investors other than Freddie Mac where servicing is also sold. The Bank also may purchase loans which meet its normal credit standards.
The Bank’s investment policy is designed to provide a framework within which the Bank may maximize earnings potential by acquiring assets designed to enhance profitability, absorb excess funds, provide liquidity, maintain a high credit quality, implement interest rate risk measures, provide collateral for pledging, generate a favorable return on investments, and provide tax-exempt income as appropriate. Safety, liquidity, and interest rate risk standards will not be compromised in favor of increased return. When making investment decisions, the Bank considers investment type, credit quality (including maximum credit exposure to one obligor at any one time) and maturity of investments. Consideration is also given to each investment’s risk-weight as determined by regulatory Risk-Based Capital Guidelines.
The portfolio must be coordinated with the overall asset/liability management of the balance sheet. The use of the investment portfolio for market oriented trading activities or speculative purposes are expressly prohibited unless otherwise approved by the Board of Directors. Investments are acquired for which the Bank has both the ability and intent to hold to maturity. Specific limits determine the types, maturities, and amounts of securities the Bank intends to hold. Guidelines on liquidity requirements, as well as an acknowledgement of the Bank’s credit profile and capital position may affect the Bank’s ability to hold securities to maturity. It is not the intention of management to profit from short-term securities price movements. Business reasons for securities purchases and sales will be noted at the time of the transaction. All securities dealers effecting transactions in securities held or purchased by the Bank must be approved by the Board of Directors.
Bank Competition
The Bank has nine offices within the five communities it serves, all of which are located in Livingston County, Michigan. Four of the offices, including the main office, are located in Howell. There are two facilities in Brighton, and one each in Green Oak Township, Hartland, and Fowlerville. See “Properties” below for more detail on these facilities. Within these communities, its principal competitors are Fifth Third Bank, National City Bank, Republic Bank, Comerica Bank and LaSalle Bank. Each of these financial institutions, which are headquartered in larger metropolitan areas, has significantly greater assets and financial resources than the Corporation. Among the principal competitors in the communities in which the Bank operates, the Bank is the only financial institution with a local community headquarters. Based on deposit information as of June 30, 2006, the Bank holds approximately 21.0% of local deposits, compared to approximately 14.8% held by Fifth Third Bank, approximately 11.4% held by National City, approximately 9.5% held by Republic Bank, approximately 8.7% held by Comerica Bank, and approximately 8.7% held by LaSalle Bank. Information as to asset size of competitor financial institutions is derived from publicly available reports filed by and with regulatory agencies. Within the Bank’s markets, Fifth Third Bank maintains five branch offices, National City Bank operates seven branch offices, Republic Bank has five branch offices, Comerica has six branch offices, and LaSalle Bank has three branch offices. Management is not aware of any plans by these financial institutions to expand their presence in the Bank’s market. The Bank also competes with savings and loan associations, credit unions, mortgage banking companies and various other financial service providers.
The financial services industry continues to become increasingly competitive. Principal methods of competition include loan and deposit pricing, advertising and marketing programs, and the types and quality of services provided. The deregulation of the financial services industry and the easing of restrictions on bank and holding company activities have led to increased competition among banks and other financial service providers for funds, loans, and a broad array of other financial services. There has been increased competition within the Bank’s market over the past few years as new branches are built to meet the needs of the growing population in the county. Management continues to evaluate the opportunities for the expansion of products and services.

4


Table of Contents

Growth of Corporation
The following table sets forth certain information regarding the growth of the Corporation:
                                         
    Balances as of December 31,
    (in thousands)
    2006   2005   2004   2003   2002
Total Assets
  $ 473,896     $ 477,225     $ 456,910     $ 450,342     $ 420,686  
Loans
    384,581       372,855       357,377       347,086       327,117  
Securities
    54,214       62,373       64,348       55,435       44,611  
Noninterest-Bearing Deposits
    62,681       71,415       71,785       69,234       62,232  
Interest-Bearing Deposits
    342,863       350,670       327,478       329,839       311,840  
Total Deposits
    405,544       422,086       399,263       399,073       374,072  
Shareholders’ Equity
    49,992       49,446       45,716       41,235       37,580  
Through 2006, the Bank operated nine branch facilities: one in downtown Howell, one at Lake Chemung (five miles east of downtown Howell), one is a grocery store branch located west of downtown Howell, two in Brighton (one on the east side and one on the west side), one in Hartland, one in the village of Fowlerville, one in Genoa Township, and one in Green Oak Township, which is 11 miles southwest of downtown Howell. In 2006 deposits were lower due to increased competition for deposits in our local markets. In 2002 through 2005 the Bank’s deposits grew due to general growth in the county and increased usage of the wholesale funding market.
Supervision and Regulation
The following is a summary of certain statutes and regulations affecting the Corporation and the Bank. This summary is qualified in its entirety by such statutes and regulations. A change in applicable laws or regulations may have a material effect on the Corporation, the Bank and the business of the Corporation and the Bank.
General
Financial institutions and their holding companies are extensively regulated under federal and state law. Consequently, the growth and earnings performance of the Corporation and the Bank can be affected not only by management decisions and general economic conditions, but also by the statutes administered by, and the regulations and policies of, various governmental regulatory authorities. Those authorities include, but are not limited to, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the FDIC, the Office of the Comptroller of the Currency (“OCC”), the Internal Revenue Service, and state taxing authorities. The effect of such statutes, regulations and policies can be significant, and cannot be predicted with a high degree of certainty.
Federal and state laws and regulations generally applicable to financial institutions and their holding companies regulate, among other things, the scope of business, investments, reserves against deposits, capital levels relative to operations, lending activities and practices, the nature and amount of collateral for loans, the establishment of branches, mergers, consolidations and dividends. The system of supervision and regulation applicable to the Corporation and the Bank establishes a comprehensive framework for their respective operations and is intended primarily for the protection of the FDIC’s deposit insurance funds, the depositors of the Bank, and the public, rather than shareholders of the Corporation. Federal law and regulations establish supervisory standards applicable to the lending activities of the Bank, including internal controls, credit underwriting, loan documentation and loan-to-value ratios for loans secured by real property.
The Corporation
General. The Corporation is a bank holding company and, as such, is registered with, and subject to regulation by, the Federal Reserve Board under the Bank Holding Company Act, as amended (the “BHCA”). Under the BHCA, the Corporation is subject to periodic examination by the Federal Reserve Board, and is required to file with the Federal Reserve Board periodic reports of its operations and such additional information as the Federal Reserve Board may require.
In accordance with Federal Reserve Board policy, the Corporation is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances where the Corporation might not do so absent such policy. In addition, if the Bank’s capital becomes impaired, the OCC may require the Bank to restore its capital by a special assessment upon the Corporation as the Bank’s sole shareholder. If the Corporation were to fail to pay any such

5


Table of Contents

assessment, the directors of the Bank would be required, under federal law, to sell the shares of the Bank’s stock owned by the Corporation at public auction and use the proceeds of the sale to restore the Bank’s capital.
Investments and Activities. In general, any direct or indirect acquisition by the Corporation of any voting shares of any bank which would result in the Corporation’s direct or indirect ownership or control of more than 5% of any class of voting shares of such bank, and any merger or consolidation of the Corporation with another bank company, will require the prior written approval of the Federal Reserve Board under the BHCA.
The merger or consolidation of an existing bank subsidiary of the Corporation with another bank, or the acquisition by such a subsidiary of assets of another bank, or the assumption of liability by such a subsidiary to pay any deposits in another bank, will require the prior written approval of the responsible federal depository institution regulatory agency under the Bank Merger Act. In addition, in certain such cases an application to, and the prior approval of, the Federal Reserve Board under the BHCA and/or the OCC, may be required.
With certain limited exceptions, the BHCA prohibits any bank holding company from engaging, either directly or indirectly through a subsidiary, in any activity other than managing or controlling Bank unless the proposed non-banking activity is one that the Federal Reserve Board has determined to be so closely related to banking or managing or controlling Bank as to be a proper incident thereto. Under current Federal Reserve Board regulations, such permissible non-banking activities include such things as mortgage banking, equipment leasing, securities brokerage, and consumer and commercial finance company operations. Well-capitalized and well-managed bank holding companies may engage de novo in certain types of non-banking activities without prior notice to, or approval of, the Federal Reserve Board, provided that written notice of the new activity is given to the Federal Reserve Board within 10 business days after the activity is commenced. If a bank holding company wishes to engage in a non-banking activity by acquiring a going concern, prior notice and/or prior approval will be required, depending upon the activities in which the company to be acquired is engaged, the size of the company to be acquired and the financial and managerial condition of the acquiring bank holding company.
Eligible bank holding companies that elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance activities and any other activity that the Federal Reserve Board, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature, incidental to any such financial activity or complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally. The BHCA generally does not place territorial restrictions on the domestic activities of non-bank subsidiaries of bank or financial holding companies. While the Corporation believes it is eligible to elect to operate as a financial holding company, as of the date of this filing, it has not applied for approval to operate as a financial holding company.
Capital Requirements. The Federal Reserve Board uses capital adequacy guidelines in its examination and regulation of bank holding companies. If capital falls below minimum guidelines, a bank holding company may, among other things, be denied approval to acquire or establish additional bank or non-bank businesses. The Federal Reserve Board’s capital guidelines establish the following minimum regulatory capital requirements for bank holding companies: (i) a leverage capital requirement expressed as a percentage of total average assets, and (ii) a risk-based requirement expressed as a percentage of total risk-weighted assets. The leverage capital requirement consists of a minimum ratio of Tier 1 capital (which consists principally of shareholders’ equity) to total average assets of 3% for the most highly rated companies, with minimum requirements of 4% to 5% for all others. The risk-based requirement consists of a minimum ratio of total capital to total risk-weighted assets of 8%, of which at least one-half must be Tier 1 capital.
The risk-based and leverage standards presently used by the Federal Reserve Board are minimum requirements, and higher capital levels may be required if warranted by the particular circumstances or risk profiles of individual banking organizations. The Federal Reserve Board has not advised the Corporation of any specific minimum Tier 1 Capital leverage ratio applicable to it.
Dividends. The Corporation is an entity separate and distinct from the Bank. Most of the Corporation’s revenues are received by it in the form of dividends paid by the Bank. Thus, the Corporation’s ability to pay dividends to its shareholders is indirectly limited by statutory restrictions on the Bank’s ability to pay dividends as described below. Further, in a policy statement, the Federal Reserve Board has expressed its view that a bank holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income or which can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing. Additionally, the Federal Reserve

6


Table of Contents

Board possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by Bank and bank holding companies. Similar enforcement powers over the Bank are possessed by the FDIC. The “prompt corrective action” provisions of federal law and regulation authorizes the Federal Reserve Board to restrict the payment of dividends by the Corporation for an insured bank which fails to meet specified capital levels.
In addition to the restrictions on dividends imposed by the Federal Reserve Board, the Michigan Business Corporation Act provides that dividends may be legally declared or paid only if after the distribution a corporation, such as the Corporation, can pay its debts as they come due in the usual course of business and its total assets equal or exceed the sum of its liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of any holders of preferred stock whose preferential rights are superior to those receiving the distribution. The Corporation’s Articles of Incorporation do not authorize the issuance of preferred stock and there are no current plans to seek such authorization.
The Corporation’s common stock is registered with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Corporation is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act. The Sarbanes-Oxley Act of 2002 provides for numerous changes to the reporting, accounting, corporate governance and business practices of companies as well as financial and other professionals who have involvement with the U.S. public securities markets. The Corporation’s securities are not listed for trading on any national or regional securities exchange.
The Bank
General. The Bank is organized as a national banking association and is, therefore, regulated and supervised by the OCC. The deposit accounts of the Bank are insured by the Bank Insurance Fund (the “BIF”) of the FDIC. Consequently, the Bank is also subject to the provisions of the Federal Deposit Insurance Act. The Bank is subject to the examination, supervision, reporting and enforcement requirements of the OCC as its primary federal regulator. The OCC and the federal and state laws applicable to the Bank and its operations, extensively regulate various aspects of the banking business including, among other things, permissible types and amounts of loans, investments and other activities, capital adequacy, branching, interest rates on loans and on deposits, the maintenance of non-interest bearing reserves on deposit accounts, and the safety and soundness of banking practices.
Deposit Insurance. As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. The federal deposit insurance system was overhauled in 2006 as a result of the enactment of The Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”), which was signed into law in February of 2006. Pursuant to the Reform Act, the FDIC has modified its risk-based assessment system for deposit insurance premiums. Under the new system, all insured depository institutions are placed into one of four categories and assessed insurance premiums based primarily on their level of capital and supervisory evaluations.

7


Table of Contents

The Reform Act requires the FDIC to establish assessment rates for insured depository institutions at levels that will maintain the Deposit Insurance Fund at a Designated Reserve Ration (DRR) selected by the FDIC within a range of 1.15% to 1.50%. The Reform Act allows the FDIC to manage the pace at which the reserve ratio varies within this range. Effective January 1, 2007, the FDIC established the DRR at 1.25% and adopted new premium rates for 2007. Banks that have not been paying any deposit insurance premiums for the past 10 years will now be required to pay premiums of 5 to 7 basis points (calculated against the bank’s deposit base) in 2007. Under the new rate schedule, most well-capitalized banks will pay 5 to 7 basis points annually. That rate increases to 43 basis points for banks that pose significant supervisory concerns. Premiums will be assessed collected quarterly by the FDIC.
These premiums will be initially offset for certain eligible institutions by a one-time assessment credit granted in recognition of historical contributions made by the eligible institutions to the deposit fund. The Bank was notified of their one-time $247,000 credit against future premiums. The credit may be applied against the institution’s 2007 assessment, and for the three years thereafter, the institution may apply the credit against up to 90% of its assessment.
FICO Assessments. The Bank, as a member of the BIF, is subject to assessments to cover the payments on outstanding obligations of the Financing Corporation (“FICO”). FICO was created to finance the recapitalization of the Federal Savings and Loan Insurance Corporation, the predecessor to the FDIC’s Savings Association Insurance Fund (the “SAIF”) which insures the deposits of thrift institutions. From now until the maturity of the outstanding FICO obligations in 2019, BIF members and SAIF members will share the cost of the interest on the FICO bonds on a pro rata basis. It is estimated that FICO assessments during this period will be less than 0.025% of deposits.
OCC Assessments. National Banks are required to pay supervisory fees to the OCC to fund the operations of the OCC. The amount of supervisory fees paid by a national bank is based upon the bank’s total assets, as reported to the OCC.
Capital Requirements. The OCC has established the following minimum capital standards for national banks: a leverage requirement consisting of a minimum ratio of Tier 1 capital to total average assets of 3% for the most highly-rated Bank with minimum requirements of 4% to 5% for all others, and a risk-based capital requirement consisting of a minimum ratio of total capital to total risk-weighted assets of 8%, at least one-half of which must be Tier 1 capital. Tier 1 capital consists principally of shareholders’ equity. These capital requirements are minimum requirements. Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual institutions.
Federal law provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions. The extent of the regulators’ powers depends on whether the institution in question is “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, or “critically undercapitalized”. Federal regulations define these capital categories as follows:
             
    Total   Tier 1    
    Risk-Based   Risk-Based    
    Capital Ratio   Capital Ratio   Leverage Ratio
Well capitalized
  10% or above   6% or above   5% or above
Adequately capitalized
  8% or above   4% or above   4% or above
Undercapitalized
  Less than 8%   Less than 4%   Less than 4%
Significantly undercapitalized
  Less than 6%   Less than 3%   Less than 3%
Critically undercapitalized
      A ratio of tangible equity to total assets of 2% or less
As of December 31, 2006, each of the Bank’s ratios exceeded minimum requirements for the well capitalized category.
Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include: requiring the submission of a capital restoration plan; placing limits on asset growth and restrictions on activities; requiring the institution to issue additional capital stock (including additional voting stock) or to be acquired; restricting transactions with affiliates; restricting the interest rate the institution may pay on deposits; ordering a new election of directors of the institution; requiring that senior executive officers or directors be dismissed; prohibiting the institution from accepting deposits from correspondent Bank; requiring the institution to divest certain subsidiaries; prohibiting the payment of principal or interest on subordinated debt; and ultimately, appointing a receiver for the institution.

8


Table of Contents

In general, a depository institution may be reclassified to a lower category than is indicated by its capital levels if the appropriate federal depository institution regulatory agency determines the institution to be otherwise in an unsafe or unsound condition or to be engaged in an unsafe or unsound practice. This could include a failure by the institution, following receipt of a less-than-satisfactory rating on its most recent examination report, to correct the deficiency.
Dividends. Under federal law, the Bank is restricted as to the maximum amount of dividends it may pay on its common stock to the Corporation. The Bank may not pay dividends except out of undivided net profits then on hand after deducting its losses and bad debts. In addition, the Bank is required by federal law to obtain the prior approval of the OCC for the declaration or payment of a dividend, if the total of all dividends declared by the Bank’s Board of Directors in any year will exceed the total of (i) the Bank’s retained net income (as defined and interpreted by regulation) for that year plus (ii) the retained net income for the preceding two years, less any required transfers to surplus. Federal law generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Further, federal regulatory agencies can prohibit a banking institution or bank holding company from engaging in unsafe and unsound business practices and could prohibit payment of dividends if such payment could be deemed an unsafe and unsound business practice.
Insider Transactions. The Bank is subject to certain restrictions imposed by the Federal Reserve Act on any extensions of credit to the Corporation or its subsidiaries, on investments in the stock or other securities of the Corporation or its subsidiaries and the acceptance of the stock or other securities of the Corporation or its subsidiaries as collateral for loans. Certain limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to directors and officers of the Corporation and its subsidiaries, to principal shareholders of the Corporation, and to “related interests” of such directors, officers and principal shareholders. In addition, federal law and regulations may affect the terms upon which any person becoming a director or officer of the Corporation or one of its subsidiaries or a principal shareholder of the Corporation may obtain credit from Bank with which the Bank maintains a correspondent relationship.
Safety and Soundness Standards. The federal banking agencies have adopted guidelines to promote the safety and soundness of federally insured depository institutions. These guidelines establish standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.
Consumer Protection Laws. The Bank’s businesses include making a variety of types of loans to individuals. In making these loans, the Bank is subject to State usury and regulatory laws and to various federal statutes, including the privacy of consumer financial information provisions of the Gramm-Leach-Bliley Act and regulations promulgated there under, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Real Estate Settlement Procedures Act, and the Home Mortgage Disclosure Act, and the regulations promulgated there under, which prohibit discrimination, specify disclosures to be made to borrowers regarding credit and settlement costs, and regulate the mortgage loan servicing activities of the Bank, including the maintenance and operation of escrow accounts and the transfer of mortgage loan servicing. In receiving deposits, the Bank is subject to extensive regulation under State and federal law and regulations, including the Truth in Savings Act, the Expedited Funds Availability Act, the Bank Secrecy Act, the Electronic Funds Transfer Act, and the Federal Deposit Insurance Act. Violation of these laws could result in the imposition of significant damages and fines upon the Bank and its directors and officers.
Item 1A. Risk Factors.
We are in the business of lending, which involves substantial credit risk, and our allowance for loan losses may not be sufficient to cover actual loan losses.
If our loan customers do not repay their loans according to their respective terms, and if we are unable to collect on the loans through foreclosure of any collateral securing repayment, we may experience significant credit losses, which could have a material adverse effect on our operating results. We have established an allowance for loan losses that is intended to approximate credit losses and prevent negative effects on our operating results as a result of loan losses. In determining the size of the allowance, we make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In doing so, we rely primarily on our experience and our evaluation of current economic conditions. If our assumptions or judgments prove to be incorrect, our current allowance for loan losses may not be sufficient to cover certain loan losses inherent in our loan portfolio, and adjustments may be necessary to allow for

9


Table of Contents

different economic conditions or adverse developments in our loan portfolio. Material additions to our allowance would materially decrease our net income.
As of December 31, 2006, approximately 85% of the Bank’s loan portfolio is commercial loans. Of these, approximately 54% are loans made for land development, single family home construction and leasing of commercial properties. Commercial loans are generally viewed as having more inherent risk of default than residential mortgages or consumer loans. Also, the commercial loan balance per borrower is generally greater then that of a residential mortgage loan or consumer loan, inferring higher potential losses on an individual loan basis.
In addition, federal regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize additional loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs required by these regulatory agencies could have a material adverse effect on our results of operations and financial condition.
Fluctuations in interest rates could reduce our profitability.
We realize income primarily from the difference between interest earned on loans and investments and the interest paid on deposits and borrowings. Our interest income and interest expense are affected by general economic conditions and by the policies of regulatory authorities. While we have taken measures intended to manage the risks of operating in a changing interest rate environment, there can be no assurance that these measures will be effective in avoiding undue interest rate risk. We expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” will work against us, and our earnings may be negatively affected.
We rely heavily on our management team, including our loan officers, and the unexpected loss of key employees may adversely affect our operations.
As a community bank, our success depends largely on our ability to attract and to retain key employees who are experienced in banking and financial services and who have developed relationships within the communities served by our Bank. Our ability to retain these key employees will continue to be important to our business and financial results. The unexpected loss of services of any key personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results.
Competition with other financial institutions and financial service providers could adversely affect our profitability.
We face vigorous competition from banks and other financial institutions, including savings and loan associations, savings banks, finance companies, and credit unions. Many of these banks and other financial institutions have substantially greater resources and lending limits, larger branch systems, and a wider array of banking services. To a limited extent, we also compete with other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies, and insurance companies, which are not subject to the same degree of regulation as that imposed on bank holding companies. As a result, these non-bank competitors may have an advantage over us in providing certain services, and this competition may reduce or limit our margins on banking services, reduce our market share, and adversely affect our results of operations and financial condition.
As a community bank, our financial condition is dependent, in part, on the general economic condition of the communities we serve.
Our operations are primarily limited to Livingston County and surrounding areas; and, therefore, our success depends to a great extent upon the general economic conditions of such region. In general, the economy of the State of Michigan has suffered in recent years as a result of the struggling automotive industry and other factors. Unlike larger banks that are more geographically diversified, our loan portfolio, the ability of the borrowers to repay these loans and the value of the collateral securing these loans will be impacted, to a greater extent, by local economic conditions. In addition, a general downturn in the national economy may impact our operations.
We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.
We are subject to extensive regulation, supervision, and examination by federal banking authorities. Any change in applicable legislation could have a substantial impact on us and our bank and its operations. Additional legislation may be enacted or adopted in the future that could significantly affect our powers, authority, and operations, which could increase our costs of doing business and, as a result, give an advantage to our competitors who may not be subject to similar

10


Table of Contents

legislative and regulatory requirements. Further, regulators have significant discretion and power to prevent or remedy unsafe or unsound practices or violations of laws by banks and bank holding companies in the performance of their supervisory and enforcement duties. The exercise of regulatory power may have a negative impact on our results of operations and financial condition.
We may face challenges in managing our operational risks as we grow.
Like other financial services companies, we face a number of operational risks, including the potential for processing errors, internal or external fraud, failure of computer systems, and external events beyond our control such as natural disasters. Acts of fraud are difficult to detect and deter, and we cannot assure investors that our risk management procedures and controls will prevent losses from fraudulent activity. Our growth may strain our existing managerial resources and internal monitoring, accounting, and reporting systems.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Bank operates from nine facilities, located in five communities, in Livingston County, Michigan. The executive offices of the Corporation are located at the Bank’s main office, 101 East Grand River, Howell, Michigan. The Bank maintains three branches in Howell at 5990 East Grand River, 4299 East Grand River, and 2400 West Grand River. The Bank also maintains branch offices at 9911 East Grand River, Brighton, Michigan; 8080 Challis Road, Brighton, Michigan; 760 South Grand Avenue, Fowlerville, Michigan; 10700 Highland Road, Hartland, Michigan; and 9775 M-36, Whitmore Lake, Michigan. All of the offices have ATM machines and all except the West Grand River branch, which is in a grocery store, have drive up services. All of the properties are owned by the Bank except for the West Grand River branch which is leased. The lease is for 15 years, expiring September 2007. The average lease payment over the remaining life of the lease is $3,888 monthly.
Item 3. Legal Proceedings.
The Corporation is not involved in any material legal proceedings. The Bank is involved in ordinary routine litigation incident to its business; however, no such proceedings are expected to result in any material adverse effect on the operations or earnings of the Bank. Neither the Bank nor the Corporation is involved in any proceedings to which any director, principal officer, affiliate thereof, or person who owns of record or beneficially more than five percent (5%) of the outstanding stock of either the Corporation or the Bank, or any associate of the foregoing, is a party or has a material interest adverse to the Corporation or the Bank.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth quarter of 2006.

11


Table of Contents

Additional Item –Executive Officers
Executive officers of the Corporation are appointed annually by the Board of Directors. There are no family relationships among these officers and/or the directors of the Corporation, or any arrangement or understanding between any officer and any other person pursuant to which the officer was elected.
The Corporation’s executive officers as of March 1, 2007 are as follows:
Barbara Draper (age 60) President, Chief Executive Officer May 2006, and Director of the Corporation and the Bank since January 1984; in retirement from May 2004 to April 2006; Chief Executive Officer and Director of the Corporation and the Bank from January 1993 to April 2004; Senior Vice President of Loans of the Bank from September 1983 to December 1992.
Violet Gintsis (Age 47), Senior Vice President, Senior Lender, of the Bank since December 2005; and Vice President and Team Leader, Commercial and Business Banking, Fifth Third Bank from May 2000 to December 2005.
Nancy Morgan (Age 56), Senior Vice President, Human Resources, of the Bank since October 2001; and Vice President, Human Resources, of the Bank from June 1999 to October 2001.
Janice B. Trouba (Age 45), Senior Vice President, Chief Financial Officer, of the Bank since May 2003; Senior Vice President, Accounting, from October 2002 to May 2003 of the Bank; and Vice President, Accounting, Citizens Banking Corporation from 1997 to October 2002.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
There is not an established trading market for the Corporation’s Common Stock. Information regarding its market price can be obtained on the internet at nasdaq.com, symbol FNHM. There is one market maker for the stock. There are occasional direct sales by shareholders of which the Corporation’s management is generally aware. It is the understanding of the management of the Corporation that over the last two years the Corporation’s Common Stock has sold at a premium to book value. From January 1, 2005, through December 31, 2006, there were, so far as the Corporation’s management knows, a total of 615,983 shares of the Corporation’s Common Stock sold. The price was reported to management in some of these transactions; however, there may have been other transactions involving the Corporation’s stock at prices not reported to management. During 2006, the highest and lowest prices known to management involving sales of more than 200 shares were $27.00 and $25.25 per share, respectively. To the knowledge of management, the last sale of Common Stock occurred on March 2, 2007 at a price of $26.50 per share.
As of March 1, 2007, there were approximately 862 holders of record of the Corporation’s Stock. The following table sets forth the range of high and low sales prices of the Corporation’s Common Stock during 2005 and 2006, based on information made available to the Corporation, as well as per share cash dividends declared during those periods. Although management is not aware of any transactions exceeding 200 shares at higher or lower prices, there may have been transactions at prices outside the ranges listed in the table.

12


Table of Contents

Sales prices, for sales involving more than 200 shares, and dividend information for the years 2005 and 2006 are as follows:
                         
    Sale Prices   Cash Dividends Declared
2005
  High   Low        
First Quarter
  $ 31.75     $ 28.05     $ 0.19  
Second Quarter
  $ 31.00     $ 27.95     $ 0.19  
Third Quarter
  $ 31.00     $ 27.85     $ 0.21  
Fourth Quarter
  $ 27.95     $ 25.00     $ 0.21  
                         
    Sale Prices   Cash Dividends Declared
2006
  High   Low        
First Quarter
  $ 26.25     $ 25.25     $ 0.21  
Second Quarter
  $ 26.80     $ 25.75     $ 0.21  
Third Quarter
  $ 26.55     $ 25.30     $ 0.21  
Fourth Quarter
  $ 27.00     $ 26.45     $ 0.21  
The holders of the Corporation’s Common Stock are entitled to dividends when, as, and if declared by the Board of Directors of the Corporation out of funds legally available for that purpose. Dividends have been paid on a quarterly basis. In determining dividends, the Board of Directors considers the earnings, capital requirements and financial condition of the Corporation and the Bank, along with other relevant factors. The Corporation’s principal source of funds for cash dividends is the dividends paid by the Bank. The ability of the Corporation and Bank to pay dividends is subject to statutory and regulatory restrictions and requirements.
The following table shows certain information relating to purchases of common stock for the three-months ended December 31, 2006:
                                 
                    Total Number of Shares     Maximum Number That  
    Total Number of     Average Price     Purchased as Part of a     May Yet Be Purchased  
Period
  Shares Purchased     Paid Per Share     Publicly Announced Program     Under the Program (1)(2)  
October 2006
        $             138,000  
November 2006
                      138,000  
December 2006
    48,700       26.78       48,700       89,300  
 
                       
Total
    48,700     $ 26.78       48,700       89,300  
 
                       
 
(1)   On March 16, 2006, the Corporation’s Board of Directors authorized a new share repurchase program. The new repurchase program authorizes the repurchase of up to 100,000 shares of the Corporation’s common stock and expires March 16, 2007.
 
(2)   On August 17, 2006, the Corporation’s Board of Directors authorized a second share repurchase program. This repurchase program authorizes the repurchase of up to 100,000 additional shares of the Corporation’s common stock and expires August 17, 2007.

13


Table of Contents

SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on the Corporation’s common stock with that of the cumulative total return on the NASDAQ Stock Market Index and the NASDAQ Bank Stocks Index for the five year period ended December 31, 2006. The following information is based on an investment of $100, on January 1, 2002, in the Corporation’s common stock, the NASDAQ Bank Stocks Index and the NASDAQ Stock Market Index, with dividends reinvested. There has been only limited trading in the Corporation’s common stock, and the Corporation’s stock does not trade on any stock exchange or the NASDAQ market. Accordingly, the returns reflected in the following graph and tables are based on sale prices of the Corporation’s stock of which management is aware. There may have been sales at higher or lower prices of which management is not aware.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
(PERFORMANCE GRAPH)
                                                 
    January 1   December 31
    2002   2002   2003   2004   2005   2006
FNBH Bancorp, Inc.
    100       115.88       139.75       168.28       137.41       144.68  
NASDAQ Stock Market Index
    100       69.10       103.40       112.50       114.90       126.20  
NASDAQ Bank Stocks Index
    100       102.40       131.70       150.70       147.20       165.20  

14


Table of Contents

Item 6. Selected Financial Data.
SUMMARY FINANCIAL DATA
(in thousands, except per share data)
                                         
    2006   2005   2004   2003   2002
Income Statement Data:
                                       
Interest income
  $ 31,819     $ 29,315     $ 24,992     $ 24,856     $ 25,729  
Interest expense
    10,295       7,054       5,606       6,167       8,017  
Net interest income
    21,524       22,261       19,386       18,689       17,712  
Provision for loan losses
    2,639       3,037       1,190       1,270       625  
Noninterest income
    4,031       3,820       4,110       3,874       3,621  
Noninterest expense
    14,939       13,653       13,287       12,848       11,775  
Income before tax
    7,976       9,391       9,019       8,445       8,933  
Net income
    5,586       6,507       6,291       5,891       6,304  
Per Share Data(1):
                                       
Basic net income per share
  $ 1.76     $ 2.03     $ 1.98     $ 1.86     $ 2.00  
Diluted net income per share
    1.76       2.03       1.97       1.86       2.00  
Dividends paid
    0.84       0.80       0.72       0.68       0.63  
Weighted average basic shares outstanding
    3,177,093       3,200,146       3,185,025       3,162,836       3,152,739  
Weighted average diluted shares outstanding
    3,177,146       3,200,518       3,186,142       3,162,836       3,152,739  
Balance Sheet Data:
                                       
Total assets
  $ 473,896     $ 477,225     $ 456,910     $ 450,342     $ 420,686  
Loans, gross
    384,581       372,855       357,377       347,086       327,117  
Allowance for loan losses
    7,598       6,991       6,093       5,434       5,794  
Deposits
    405,544       422,086       399,263       399,073       374,072  
Shareholders’ equity
    49,992       49,446       45,716       41,235       37,580  
Ratios:
                                       
Dividend payout ratio
    47.55 %     39.15 %     36.34 %     36.51 %     31.40 %
Average Equity to asset ratio
    10.86 %     10.18 %     9.71 %     9.32 %     8.80 %
 
(1)   Per share data for 2002 has been restated to give effect to the two-for-one stock split, payable as a dividend of one share for each share of the Corporation’s stock held of record July 1, 2002, paid July 10, 2002.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This discussion provides information about the consolidated financial condition and results of operations of FNBH Bancorp, Inc. (“Corporation”) and its subsidiaries, First National Bank in Howell (“Bank”) and HB Realty Co., and should be read in conjunction with the Consolidated Financial Statements.
Included or incorporated by reference in this document are certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on the beliefs of the Corporation’s management as well as on assumptions made by, and information currently available to, the Corporation at the times such statements were made. Actual results could differ materially from those included in such forward-looking statements as a result of, among other things, factors set forth below in this Report generally, and certain economic and business factors, some of which may be beyond the control of the Corporation. Investors are cautioned that all forward-looking statements involve risks and uncertainty.

15


Table of Contents

FINANCIAL CONDITION
At year end 2006, total assets were $473,896,000 representing a 0.7% decrease from the prior year when assets were $477,225,000. Investment securities decreased $8 million (13.1%) to $54,214,000 while gross loans increased $11.7 million (3.1%) to $384,581,000. Deposits decreased $16.5 million (3.9%) to $405,544,000. Stockholders’ equity increased $0.5 million (1.1%) to $49,992,000.
Securities
During 2006, securities decreased due to a continual decline in deposits throughout the year and higher loan demand in the last two quarters of 2006. Purchased certificates of deposit decreased $2.5 million in 2006 compared to 2005. At year end, the Bank had $2,748,000 in short term investments, a decrease of $2,072,000 from the $4,820,000 reported the previous year.
The following table sets forth the book value of held to maturity securities and the fair value of available for securities at December 31:
                         
    (in thousands)  
    2006     2005     2004  
Held to maturity:
                       
States and political subdivisions
  $ 16,809     $ 16,426     $ 16,009  
 
                 
Available for sale:
                       
U.S. Agencies
  $ 24,480     $ 31,384     $ 29,738  
Corporate securities
          1,005       1,038  
Mortgage-backed securities
    11,931       12,405       16,432  
FRB Stock
    44       44       44  
FHLBI Stock
    951       1,109       1,087  
 
                 
Total
  $ 37,406     $ 45,947     $ 48,339  
 
                 
The following table sets forth contractual maturities of securities (at amortized costs) at December 31, 2006 and the weighted average yield of such securities:
                                                                 
    (dollars in thousands)  
                    Maturing After     Maturing After        
    Maturing Within     One But Within     Five But Within     Maturing After  
    One Year     Five Years     Ten Years     Ten Years  
    Amount     Yield     Amount     Yield     Amount     Yield     Amount     Yield  
Held to maturity
                                                               
States and political subdivisions
  $ 1,895       6.48 %   $ 5,650       6.26 %   $ 2,606       5.85 %   $ 6,658       6.24 %
 
                                                               
Tax equivalent adjustment for calculations of yield
  $ 34             $ 102             $ 47             $ 121          
 
                                                               
Available for sale
                                                               
U.S. Agencies
  $ 13,495       3.18 %   $ 11,375       3.57 %   $           $        
Mortgage-backed securities
    33       5.50 %     1,964       4.83 %     1,262       4.00 %     8,834       5.65 %
FRB Stock
                                        44       6.00 %
FHLBI Stock
                                        951       5.42 %
 
                                                       
Total
  $ 13,528       3.19 %   $ 13,339       3.76 %   $ 1,262       4.00 %   $ 9,829       5.63 %
 
                                                       

16


Table of Contents

The rates set forth in the tables above for obligations of state and political subdivisions have been restated on a fully tax equivalent basis assuming a 34% marginal tax rate. The amount of the adjustment is as follows:
                         
                    Rate on Tax
    Tax-Exempt Rate   Adjustment   Equivalent Basis
Under 1 year
    4.67 %     1.81 %     6.48 %
1-5 years
    4.45 %     1.81 %     6.26 %
5-10 years
    4.04 %     1.81 %     5.85 %
10 years or more
    4.43 %     1.81 %     6.24 %
The following table shows the percentage composition of the securities portfolio as of December 31:
                         
    2006   2005   2004
U.S. Treasury & agency securities
    45.2 %     50.3 %     46.2 %
Agency mortgage backed securities
    22.0 %     19.9 %     25.5 %
Tax exempt obligations of states and political subdivisions
    31.0 %     26.3 %     24.9 %
Corporate bonds
    0.0 %     1.6 %     1.6 %
Other
    1.8 %     1.9 %     1.8 %
 
                       
Total securities
    100.0 %     100.0 %     100.0 %
 
                       
Loans
The loan personnel of the Bank are committed to making quality loans that produce acceptable rates of return for the Bank and also serve the community by providing funds for home purchases, business purposes, and consumer needs. The overall loan portfolio grew $11,726,000 (3.1%) in 2006.
As a full service lender, the Bank offers a variety of home mortgage loan products. The Bank makes and subsequently sells fixed rate long-term mortgages, which conform to secondary market standards. This practice allows the Bank to meet the housing credit needs of its service area, while at the same time maintaining loan to deposit ratios and interest sensitivity and liquidity positions within Bank policy. The Bank retains servicing on the majority of sold mortgages, thereby furthering the customer relationship and adding to servicing income. During 2006, the Bank sold $3,608,000 in residential mortgages as compared to $4,297,000 in 2005.
The Bank has also been able to service customers with loan needs which do not conform to secondary market requirements by offering variable rate products which are retained in the mortgage portfolio. While not meeting secondary market requirements, these nonconforming mortgages do meet Bank loan guidelines. During 2006, the Bank made approximately $2,039,000 in variable rate mortgage loans which are retained in the mortgage portfolio.
The following table reflects the composition of the commercial and consumer loans in the Consolidated Financial Statements. Included in the residential first mortgage totals below are the “real estate mortgage” loans listed in the Consolidated Financial Statements and other loans to customers who pledge their homes as collateral for their borrowings. A portion of the loans listed in residential first mortgages represent commercial loans where the borrower has pledged his/her residence as collateral. In the majority of the loans to commercial customers, the Bank is relying on the borrower’s cash flow to service the loans. Commercial real estate loans at December 31, 2006 include $197,594,000 in loans secured by commercial and retail property, with the remaining $5,625,000 secured by multi-family units. The most significant loan growth was in commercial secured by real estate which increased $25,802,000 (14.5%) compared to the prior year. Loans secured by first mortgages on residential properties and consumer loans experienced a decrease of $13,018,000 (19.0%) due to weak demand from retail consumers as a result of increasing interest rates and a weak economy. Construction and land development loans also decreased $5,196,000 (7.2%) primarily due to conversion to end mortgages, which represents part of the increase in commercial loans secured by real estate. These decreases were only partially offset by an increase in other commercial loans, which increased $2,480,000 or 8.5% and home equity lines, which increased $1,233,000 (6.2%). At December 31, 2006, the Bank had $4.7 million of home equity interest-only loans; none of these loans are at low promotional rates. These interest-only loans represent 17.1% of total consumer loans and 1.2% of total loans.

17


Table of Contents

The following table shows the balance and percentage composition of loans as of December 31:
                                                                                 
    (dollars in thousands)  
    2006     2005     2004     2003     2002  
    Balances     Percent     Balances     Percent     Balances     Percent     Balances     Percent     Balances     Percent  
Secured by real estate:
                                                                               
Residential first mortgage
  $ 39,768       10.3 %   $ 46,391       12.4 %   $ 53,059       14.8 %   $ 46,845       13.5 %   $ 37,202       11.3 %
Residential home equity/other junior liens
    20,983       5.4 %     19,750       5.3 %     16,017       4.5 %     13,999       4.0 %     11,184       3.4 %
Construction, land development and farmland
    67,376       17.5 %     72,572       19.4 %     59,873       16.7 %     54,554       15.7 %     49,516       15.1 %
Commercial
    203,219       52.8 %     177,417       47.5 %     163,706       45.7 %     165,464       47.5 %     153,720       46.9 %
Consumer
    15,852       4.1 %     22,247       6.0 %     26,965       7.5 %     25,842       7.4 %     25,261       7.7 %
Commercial
    31,710       8.2 %     29,230       7.8 %     31,772       8.9 %     33,947       9.8 %     43,276       13.2 %
Other
    6,343       1.7 %     6,104       1.6 %     6,991       1.9 %     7,366       2.1 %     7,801       2.4 %
 
                                                                     
 
                                                                               
Total gross loans
    385,251       100.0 %     373,711       100.0 %     358,383       100.0 %     348,017       100.0 %     327,960       100.0 %
Net unearned fees
    (670 )             (856 )             (1,006 )             (931 )             (843 )        
 
                                                                     
 
                                                                               
Total Loans
  $ 384,581             $ 372,855             $ 357,377             $ 347,086             $ 327,117          
 
                                                                     
The loan portfolio is periodically reviewed and the results of these reviews are reported to the Bank’s Board of Directors. The purpose of these reviews is to verify proper loan documentation, to provide for the early identification of potential problem loans, and to assist the Bank in evaluating the adequacy of the allowance for loan losses.
The following table shows the amount of commercial, financial, and agricultural loans outstanding as of December 31, 2006, which based on remaining scheduled repayments of principal, mature in the periods indicated:
                                 
            Maturing        
            (dollars in thousands)        
            After one              
    Within One     but within     After five        
    Year     five years     years     Total  
Real estate construction and land development
  $ 38,078     $ 27,614     $ 1,153     $ 66,845  
Real estate other (secured by commercial and multi-family)
    32,849       151,171       19,199       203,219  
Commercial (secured by business assets or unsecured)
    15,041       15,570       1,099       31,710  
Other (loans to farmers, political subdivisions, and overdrafts)
    1,819       2,885       1,639       6,343  
 
                       
Totals
  $ 87,787     $ 197,240     $ 23,090     $ 308,117  
 
                       
Below is a schedule of amounts due after one year which are classified according to their sensitivity to changes in interest rates:
                 
    Interest Sensitivity
    (dollars in thousands)
    Fixed Rate   Variable Rate
Due after one but within five years
  $ 154,635     $ 42,605  
Due after five years
    22,139       951  
The Bank’s loan personnel have endeavored to make high quality loans using well established policies and procedures and a thorough loan review process. Loans to a borrower with aggregate indebtedness in excess of $1,500,000 are approved by a committee of the Board or the entire Board. The Bank has hired an independent contractor to review the quality of the loan portfolio on a regular basis.

18


Table of Contents

Nonperforming loans consist of loans accounted for on a nonaccrual basis and loans contractually past due 90 days or more as to interest or principal payments (but not included in nonaccrual loans). The aggregate amount of non-performing loans and other nonperforming assets, as of December 31, is presented in the table below:
                                         
    (dollars in thousands)  
    2006     2005     2004     2003     2002  
Nonperforming Loans and Assets:
                                       
Nonaccrual loans
  $ 12,199     $ 5,234     $ 1,146     $ 4,293     $ 3,288  
Loans past due 90 days and still accruing
    288       391       288             809  
 
                             
Total nonperforming loans
    12,487       5,625       1,434       4,293       4,097  
Other real estate
    1,629       680       735       65       738  
 
                             
Total nonperforming assets
  $ 14,116     $ 6,305     $ 2,169     $ 4,358     $ 4,835  
 
                             
 
                                       
Nonperforming loans as a percent of total loans
    3.25 %     1.51 %     0.40 %     1.24 %     1.25 %
Allowance for loan losses as a percent of nonperforming loans
    61 %     124 %     425 %     127 %     141 %
There were no other interest bearing assets, at December 31, 2006, that would be required to be disclosed under Item III(C) of Guide 3 of the Securities Act Industry Guide, if such assets were loans.
The loan portfolio has no significant concentrations in any one industry. There were no foreign loans outstanding at December 31, 2006.
Nonperforming assets are comprised of loans for which the accrual of interest has been discontinued, accruing loans 90 days or more past due in payments, loans which have been renegotiated to less than market rates, and other real estate which has been acquired primarily through foreclosure and is awaiting disposition. Loans are generally placed on a nonaccrual basis when principal or interest is past due 90 days or more and when, in the opinion of management, full collection of principal and interest is unlikely. Nonperforming assets increased in 2006 due primarily to higher delinquencies as a result of economic conditions that impacted customers’ cash flows and property values. Nonperforming loans are reviewed regularly for collectability and any uncollectible balances are promptly charged off.
Nonperforming loans have increased substantially since December 31, 2005 due to the local weakened economy and slow housing sales. While there has been a significant increase in nonperforming loans, management believes the allowance is adequate based on our loan-by-loan analysis of the problem loans and considering the amount of collateral primarily related to loans secured by real estate. Management expects the work out of these loans to take some time, especially given the economic outlook for the state and the Bank’s relatively high balances of loans secured by real estate. These conditions are expected to result in the bank maintaining high balances of nonperforming loans and will continue to impact the provision for loan losses for the foreseeable future. Management continues to make oversight of these loans a priority and is working diligently to continue to proactively identify and manage problem credits.
Impaired loans, as defined by Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of Loan, totaled approximately $15,500,000 at December 31, 2006, and included non-accrual other than homogenous residential and consumer loans, and $5,200,000 of commercial loans separately identified as impaired. Impaired loans totaled $10,100,000 at December 31, 2005, and $5,900,000 at December 31, 2004. A loan is considered impaired when it is probable that all or part of amounts due according to the contractual terms of the loan agreement will not be collected on a timely basis. Impaired loans increased in 2006 due to higher nonaccrual loans.
During 2006, the Bank charged off loans totaling $2,664,000 and recovered $509,000 for a net charge off amount of $2,155,000. The Bank had net charge offs totaling $1,992,000 in 2005 and $748,000 in 2004. Charge offs increased in 2006 primarily as a result of the weakened local economy which had a negative impact on our borrowers’ cash flow which then impacted their ability to repay their loan(s) according to their contractual terms.
The allowance for loan losses totaled $7,598,000 at year end which was 1.98% of total loans, compared to $6,991,000 (1.88%) in 2005, and $6,093,000 (1.70%) in 2004. The adequacy of the allowance for loan losses is determined by management’s assessment of the composition of the loan portfolio, an evaluation of specific credits, and an analysis of the

19


Table of Contents

following environmental factors: delinquency trends, delinquency levels, concentrations of credit, economic trends, loan growth, and management changes. Management continues to refine its techniques in this analysis. Economic factors considered in arriving at the loan loss reserve adequacy as of December 31, 2006, included an uncertain interest rate environment, and the unemployment rate and overall income conditions due largely to the auto industry. When all environmental factors were considered, management determined that the $2,762,000 provision and resulting $7,598,000 allowance were appropriate. Due to the current economic condition and the decline in real estate values, the provision for loan losses in 2006 was impacted by the Bank’s concentration in real estate secured lending. This impact on loan loss provision will continue in 2007 unless there is a significant recovery of real estate values. Although management evaluates the adequacy of the allowance for loan losses based on information known at a given time, as facts and circumstances change, the provision and resulting allowance may also change. Additional discussion regarding the provision for loan losses can be found under “Provision for Loan Losses” in this Item 7.
The following table sets forth loan balances and summarizes the changes in the allowance for loan losses and reserve for unfunded credit commitments, which is the Corporation’s critical accounting policy, for each of the years ended December 31:
                                         
    (dollars in thousands)  
    2006     2005     2004     2003     2002  
Loans:
                                       
Average daily balance of loans for the year
  $ 374,634     $ 366,877     $ 340,859     $ 340,384     $ 311,060  
Amount of loans outstanding at end of year
    384,581       372,855       357,377       347,086       327,117  
Components:
                                       
Allowance for loan losses
                                       
Balance, beginning of year
  $ 6,991     $ 6,093     $ 5,434     $ 5,794     $ 5,668  
Loans charged off:
                                       
Real estate mortgage
    260       26                    
Commercial
    1,785       1,436       379       1,014       598  
Consumer
    619       792       543       269       169  
 
                             
Total charge offs
    2,664       2,254       922       1,283       767  
Recoveries to loans previously charged off:
                                       
Real estate mortgage
                             
Commercial
    283       120       70       112       177  
Consumer
    226       142       104       65       91  
 
                             
Total recoveries
    509       262       174       177       268  
 
                             
Net loans charged off
    2,155       1,992       748       1,106       499  
Additions to allowance charged to operations
    2,762       2,890       1,407       746       625  
 
                             
Balance, end of year
    7,598       6,991       6,093       5,434       5,794  
 
                                       
Reserve for unfunded credit commitments
                                       
Balance, beginning of year
    454       307       524              
Additions (reductions) to reserve charged to operations
    (123 )     147       (217 )     524        
 
                             
Balance, end of year
    331       454       307       524        
 
                             
Total allowance for loan losses and reserve for unfunded credit commitments
  $ 7,929     $ 7,445     $ 6,400     $ 5,958     $ 5,794  
 
                             
 
                                       
Ratios:
                                       
Net loans charged off to average loans outstanding
    0.58 %     0.54 %     0.22 %     0.32 %     0.16 %
Allowance for loan losses to loans outstanding
    1.98 %     1.88 %     1.70 %     1.57 %     1.77 %

20


Table of Contents

The following table presents the portion of the allowance for loan losses applicable to each loan category and the percent of loans in each category to total loans, as of December 31:
                                                                                 
    (dollars in thousands)  
    2006     2005     2004     2003     2002  
    Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent  
Commercial
  $ 6,675       85.5 %   $ 5,864       81.9 %   $ 4,877       80.3 %   $ 5,027       80.1 %   $ 5,166       80.2 %
Consumer
    442       7.2 %     850       9.7 %     825       10.1 %     101       10.1 %     406       10.3 %
Real estate
    481       7.3 %     277       8.4 %     391       9.6 %     306       9.8 %     222       9.5 %
Unallocated
                                                                     
 
                                                           
Total
  $ 7,598       100.0 %   $ 6,991       100.0 %   $ 6,093       100.0 %   $ 5,434       100.0 %   $ 5,794       100.0 %
 
                                                           
The following table presents the portion of the reserve for unfunded credit commitments applicable to each loan category and the percent of the credit commitments in each category to total credit commitments, as of December 31:
                                                 
    (dollars in thousands)  
    2006   2005   2004  
    Amount     Percent     Amount     Percent     Amount     Percent  
Commercial
  $ 207       80.1 %   $ 199       76.7 %   $ 148       85.0 %
Consumer
    124       19.9 %     255       23.3 %     158       15.0 %
Real estate
                            1        
 
                                   
Total
  $ 331       100.0 %   $ 454       100.0 %   $ 307       100.0 %
 
                                   
Deposits
Deposit balances of $405,544,000 at December 31, 2006 were approximately $16,500,000 lower than the previous year end. Because year end deposit balances can fluctuate, it is more meaningful to analyze changes in average balances. Average deposits decreased 2.25% in 2006 compared to 2005. Average demand deposits decreased $7.8 million (10.6%) while average NOW, savings and money market deposit account (MMDA) balances decreased $24.7 million (14.0%). Average certificates of deposit increased $23.1 million (14.2%). Management generated certificates of deposit in 2006 with various rate specials on selected certificates and by increased use of brokered certificates. Rates were also increased in 2006 on core deposits to slow the decline in these deposits as our rates had fallen below competitors’ rates. Average noninterest bearing deposits grew by 3.9% from 2004 to 2005, average NOW, savings, and MMDA balances fell 4.6% from 2004 to 2005, and average certificates of deposit grew 17.8% from 2004 to 2005.
The following table sets forth average deposit balances and the weighted average rates paid thereon for the years ended December 31:
                                                 
    (dollars in thousands)  
    2006   2005   2004
    Average             Average             Average        
    Balance     Rate     Balance     Rate     Balance     Rate  
Non-interest bearing demand
  $ 65,492       0.00 %   $ 73,243       0.00 %   $ 70,477       0.00 %
NOW
    39,568       0.38 %     44,266       0.20 %     42,599       0.20 %
Savings
    43,383       0.40 %     50,018       0.25 %     51,219       0.26 %
MMDA
    68,739       2.35 %     82,062       1.44 %     90,974       1.05 %
Time deposits
    186,192       4.26 %     163,065       3.30 %     138,463       2.92 %
 
                                   
Total
  $ 403,374       2.45 %   $ 412,654       1.64 %   $ 393,732       1.33 %
 
                                   
See Note 9, “Time Certificates of Deposits” in Notes to Consolidated Financial Statements for the maturities of negotiated rate time deposits of $100,000 or more outstanding at December 31, 2006.
The decline in NOW, savings, and MMDA was primarily in MMDAs which decreased 16.2% on average from 2005 to 2006. This decline is attributable to consumers’ and business’ preference for time certificates in this higher rate environment. Average personal MMDAs decreased 23.6% while business accounts decreased 21.3% on average, and

21


Table of Contents

public MMDAs decreased 7.5% compared to the prior year. From 2004 to 2005, average personal MMDA accounts decreased 16.8%, business accounts decreased 14.2% and public accounts remained unchanged.
The majority of the Bank’s deposits are from core customer sources, representing long term relationships with local personal, business, and public customers. In some financial institutions, the presence of interest bearing certificates greater than $100,000 indicates reliance upon purchased funds. However, large certificates in the Bank’s portfolio consist primarily of core deposits of local customers. The Bank does issue brokered certificates of deposit in the market to meet liquidity needs with alternative funding sources and had an average balance of brokered certificates in 2006 of $27.4 million compared to $23.9 million in 2005. As of December 31, 2006, $9.8 million of these brokered certificates were over $100,000 as compared to $26.6 million as of December 31, 2005.
Capital
The Corporation’s capital at year end totaled $49,992,000, a $546,000 (1.1%) increase compared to capital of $49,446,000 at December 31, 2005 and $45,716,000 at December 31, 2004. Included in capital at December 31, 2006 is a $365,000 net of tax unrealized loss on investment securities available for sale.
During 2006, the Corporation repurchased 117,700 shares of its stock, 110,700 of which were under two share repurchase programs approved by the Board of Directors in 2006 authorizing the repurchase of up to 200,000 shares.
Banking regulators have established various ratios of capital to assets to assess a financial institution’s soundness. Tier 1 capital is equal to shareholders’ equity adjusted for unrealized gains or losses accumulated in other comprehensive income while Tier 2 capital also includes a portion of the allowance for loan losses. The regulatory agencies have set capital standards for “well capitalized” institutions. The leverage ratio, which divides Tier 1 capital by three months average assets, must be 5% for a well capitalized institution. The Bank’s leverage ratio was 10.80% at year end 2006. Tier 1 risk-based capital, which includes some off balance sheet items in assets and weights assets by risk, must be 6% for a well capitalized institution. The Bank’s was 12.31% at year end 2006. Total risk-based capital, which includes Tier 1 and Tier 2 capital, must be 10% for a well capitalized institution. The Bank’s total risk based capital ratio was 13.56% at year end 2006. The Bank’s strong capital ratios put it in the best classification on which the FDIC bases its assessment charge.
The following table lists various Bank capital ratios at December 31:
                                 
    Minimum Regulatory            
    Ratio for Well Capitalized   2006   2005   2004
Average equity to average asset ratio
          10.86 %     10.18 %     9.71 %
Tier 1 leverage ratio
    5.00 %     10.80 %     10.58 %     9.65 %
Tier 1 risk-based capital
    6.00 %     12.31 %     12.63 %     11.54 %
Total risk-based capital
    10.00 %     13.56 %     13.89 %     12.80 %
The Corporation’s ability to pay dividends is subject to various regulatory and state law requirements. Management believes, however, that earnings will continue to generate adequate capital to continue the payment of dividends. In 2006, the Corporation paid dividends totaling $2,656,000, or 47.5% of earnings. Book value of the stock was $16.26 at year end.
Liquidity and Funds Management
Liquidity is monitored by the Bank’s Asset/Liability Management Committee (ALCO) which meets at least monthly. The Board of Directors has approved a liquidity policy which requires the Bank, while it is well capitalized as defined by the Federal Financial Institutions Examination Council (FFIEC), to maintain a current ratio of no less than 1:1 (core basic surplus liquidity equal to 0). Additional requirements of the policy are that when credit available from the Federal Home Loan Bank of Indianapolis (FHLBI) is added to core basic surplus liquidity, the Bank must have liquidity totaling 5% of assets; and when brokered CDs and Federal Funds (Fed Funds) lines are added, the Bank must have liquidity totaling 8% of assets. Should the Bank’s capital ratios fall below the “well capitalized” level, additional liquidity totaling 5% of assets will be required. As of December 31, 2006, the Bank had excess liquidity of at least 3.1% of assets under any of the above standards.
Deposits are the principal source of funds for the Bank. Management monitors rates at other financial institutions in the area to ascertain that its rates are competitive in the market. Management also attempts to offer a wide variety of products to meet the needs of its customers.

22


Table of Contents

It is the intention of the Bank’s management to handle unexpected liquidity needs through its Fed Funds position with a correspondent bank and by FHLBI borrowings. The Bank has a $36,000,000 line of credit available at the FHLBI and the Bank has pledged certain commercial and consumer loans secured by residential real estate as collateral for this borrowing. At December 31, 2006, the Bank had $13,481,000 in borrowings against the line. The Bank also has a blanket repurchase agreement in place where it can borrow from a broker, pledging Treasury and Agency securities as collateral. In the event the Bank must borrow for an extended period, management may look to “available for sale” securities in the investment portfolio for liquidity.
Throughout the past year, Fed Funds Sold balances averaged approximately $3,202,000. Periodically, the Bank borrowed money through the Fed Funds market and through short term advances from the FHLBI. Fed Funds Purchased balances averaged $1,541,000 and short term FHLBI advances averaged $4,155,000 for 2006.
Contractual Obligations and Commitments
The following table lists significant fixed and determinable contractual obligations to third parties as of December 31, 2006:
                                         
    Within   One to   Three to   Over    
(in thousands)   One Year   Three Years   Five Years   Five Years   Total
Deposits without a stated maturity(1)
  $ 217,885     $     $     $     $ 217,885  
Consumer and brokered certificates of deposits(2)
    168,677       16,867       4,442       18       190,004  
Short term advances (3) (5)
    12,000                               12,000  
Long term advances(4) (5)
    329       738       414             1,481  
Operating leases(5)
    35                         35  
Purchase obligations(6)
    1,117       1                   1,118  
 
(1)   Excludes interest.
 
(2)   Includes interest on both fixed and variable rate obligations. The interest rate for variable rate obligations is based upon interest rates in effect at December 31, 2006. Future changes in market interest rates could materially affect the contractual amounts to be paid for variable rate obligations.
 
(3)   Does not include interest on short-term (overnight) variable rate obligations.
 
(4)   Includes interest on fixed rates obligations.
 
(5)   See Note 10, “Other Borrowings,” in Notes to Consolidated Financial Statements.
 
(6)   See Note 14, “Leases,” in Notes to Consolidated Financial Statements.
 
(7)   Purchase obligations amounts relate to certain contractual payments for services provided for information technology, data processing, advertising, and training consultants, as well as the purchase of software and hardware related to the core system conversion. See Note 6, “Premises and Equipment”, in Notes to the Consolidated Financial Statements.
The following table lists significant commitments by maturity date as of December 31, 2006:
                                         
    Within   One to   Three to   Over    
(in thousands)   One Year   Three Years   Five Years   Five Years   Total
Commercial loans
  $ 42,911     $ 5,804     $ 691     $     $ 49,406  
Commercial construction loans
    5,762       2,802                   8,564  
Consumer loans
    7,622       3,603       465             11,690  
Standby letters of credit
    3,099       177                   3,276  
Commitments to extend credit, including loan commitments, standby letters of credit, and commercial letters of credit do not necessarily represent future cash requirements, in that these commitments often expire without being drawn upon.
Quantitative and Qualitative Disclosures about Market Risk
In addition to monitoring liquidity, ALCO reviews other areas of the Bank’s performance. This committee discusses the current economic outlook and its potential impact on the Bank and current interest rate forecasts. Actual results are

23


Table of Contents

compared to budget in terms of growth and income. A yield and cost analysis is done to monitor interest margin. Various ratios are discussed including capital ratios and liquidity. Also, the quality of the loan portfolio is reviewed in light of the current allowance, and the Bank’s exposure to market risk is reviewed.
Interest rate risk is the potential for economic losses due to future rate changes and can be reflected as a loss of future net interest income and/or a loss of current market values. ALCO’s objective is to measure the affect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income. Tools used by management include the standard GAP report which reflects the repricing schedule for various asset and liability categories and an interest rate shock simulation report. The Bank has no market risk sensitive instruments held for trading purposes. However, the Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers including commitments to extend credit and letters of credit. A commitment or letter of credit is not recorded as an asset until the instrument is exercised (see Note 19, “Financial Instruments with Off-Balance-Sheet Risk” in Notes to Consolidated Financial Statements).
The table below shows the scheduled maturity and repricing of the Bank’s interest sensitive assets and liabilities as of December 31, 2006:
                                         
            (dollars in thousands)        
    0-3     4-12     1-5     5+        
    Months     Months     Years     Years     Total  
Assets:
                                       
Loans
  $ 137,261     $ 53,698     $ 167,914     $ 18,110     $ 376,983  
Securities
    4,019       15,410       27,672       7,113       54,214  
Certificates of deposit
    1,080       2,257       1,374             4,711  
Short term investments
    2,748                         2,748  
 
                             
 
Total assets
  $ 145,108     $ 71,365     $ 196,960     $ 25,223     $ 438,656  
 
                             
 
                                       
Liabilities:
                                       
NOW, savings, & MMDA
  $ 73,372     $     $     $ 81,809     $ 155,181  
Time deposits
    60,911       106,094       20,622       55       187,682  
FHLBI advances
    12,214       667       600             13,481  
 
                             
 
Total liabilities
  $ 146,497     $ 106,761     $ 21,222     $ 81,864     $ 356,344  
 
                             
Rate sensitivity GAP:
                                       
GAP for period
  $ (1,389 )   $ (35,396 )   $ 175,738     $ (56,641 )        
Cumulative GAP
    (1,389 )     (36,785 )     138,953       82,312          
 
                                       
December 31, 2006 cumulative rate sensitive ratio
    0.99       0.85       1.51       1.23          
December 31, 2005 cumulative rate sensitive ratio
    1.33       1.17       1.62       1.25          
The preceding table sets forth the time periods in which earning assets and interest bearing liabilities will mature or may re-price in accordance with their contractual terms. The entire balance of NOW, savings, and MMDA are not categorized as 0-3 months, although they are variable rate products. Some of these balances are core deposits and are not considered rate sensitive. Allocations are made to time periods based on the Bank’s historical experience and management’s analysis of industry trends.
In the GAP table above, the short term (one year and less) cumulative interest rate sensitivity is 15% liability sensitive at year end, compared to 17% asset sensitive the previous year. The rate sensitivity in 2006 was impacted by higher balances in short term liability offset by lower balances in short term assets.
Because of the Bank’s liability sensitive position, if market interest rates decrease, this negative GAP position indicates that the interest margin would be positively affected. However, GAP analysis is limited and may not provide an accurate indication of the impact of general interest rate movements on the net interest margin since repricing of various categories of assets and liabilities is subject to the Bank’s needs, competitive pressures, and the needs of the Bank’s customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times

24


Table of Contents

within the period and at different rate indices. Additionally, simulation modeling, which measures the impact of upward and downward movements of interest rates on interest margin, indicates that a 200 basis point decrease in interest rates would reduce net interest income by approximately 2% in the first year, while a 200 basis point increase in interest rates would increase net interest income by approximately 1% in the first year. This is influenced by the assumptions regarding how quickly and to what extent liabilities will reprice with a decline in interest rates.
The following table shows the fair market value for interest earning assets and interest bearing liabilities as of December 31, 2006 (on a taxable equivalent basis):
                         
            (dollars in thousands)
    Carrying Value   Average Interest Rate   Estimated Fair Value
Assets:
                       
Loans, net
  $ 376,983       7.77 %   $ 376,688  
Securities
    54,214       4.49 %     54,436  
Certificates of deposit
    4,711       4.29 %     4,711  
Short term investments
    2,748       4.66 %     2,748  
 
                       
Liabilities:
                       
NOW, savings, & MMDA
  $ 155,181       1.28 %   $ 155,181  
Time deposits
    187,682       4.26 %     187,158  
FHLBI advances
    13,481       5.89 %     13,506  
Estimated fair value for securities are based on quoted market prices. For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are generally based on carrying values. The fair value of other loans is estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities. Because they have a one day maturity, the carrying value is used as fair value for short term investments. The fair value of deposits with no stated maturity, such as NOW, savings, and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit and FHLBI borrowings are estimated using rates currently offered for products with similar remaining maturities.
RESULTS OF OPERATIONS
Net income was $5,600,000 in 2006, a $900,000 (14.2%) decrease compared to net income of $6,500,000 in 2005. In 2005, our net income increased $200,000 (3.4%) from the $6,300,000 reported in 2004.
The ratio of net income to average shareholders’ equity and to average total assets, for the years ended December 31 follows:
                                         
    2006   2005   2004   2003   2002
Net income as a percent of:
                                       
Average common equity
    11.06 %     13.63 %     14.51 %     14.90 %     17.97 %
Average total assets
    1.20 %     1.39 %     1.41 %     1.39 %     1.58 %
Net Interest Income
Net interest income is the difference between interest earned on loans, securities and other earning assets and interest paid on deposits and borrowed funds. In the following tables, the interest earned on investments and loans is expressed on a fully taxable equivalent (FTE) basis. Tax exempt interest is increased to an amount comparable to interest subject to
federal income taxes in order to properly evaluate the effective yields earned on earning assets. The tax equivalent adjustment is based on a federal income tax rate of 34%. The following Yield Analysis shows that the Bank’s interest margin decreased 13 basis points in 2006 as a result of an increase of 60 basis points in yield on earning assets, offset by an increase of 93 basis points in the interest cost on deposits and borrowings. In 2005, the interest margin increased 36 basis points as a result of a increase of 61 basis points in yield on earning assets, partially offset by a increase of 35 basis points in the interest cost on deposits and borrowings.
The following table shows the daily average balances for major categories of interest earning assets and interest bearing liabilities, interest earned (on a taxable equivalent basis) or paid, and the effective rate or yield, for the three years ended December 31, 2006, 2005, and 2004.

25


Table of Contents

                                                                         
                    Yield Analysis of Consolidated Average Assets and Liabilities                
                    (dollars in thousands)                
            2006                     2005             2004                
    Average             Yield/     Average             Yield/     Average             Yield/  
    Balance     Interest     Rate     Balance     Interest     Rate     Balance     Interest     Rate  
Assets
                                                                       
Interest earning assets:
                                                                       
Short term investments
  $ 3,253     $ 151.7       4.66 %   $ 9,930     $ 309.5       3.12 %   $ 14,587     $ 166.0       1.14 %
Certificates of deposit
    6,164       264.4       4.29 %     6,551       201.1       3.07 %     3,817       95.8       2.51 %
Securities: Taxable
    43,361       1,665.7       3.84 %     48,272       1,821.4       3.77 %     46,914       1,843.6       3.93 %
Tax-exempt (1)
    17,118       1,048.3       6.12 %     16,029       1,048.3       6.54 %     15,612       1,083.4       6.94 %
Commercial loans (2)(3)
    312,308       24,572.5       7.87 %     297,423       21,673.2       7.29 %     270,349       17,666.2       6.53 %
Consumer loans (2)(3)
    31,874       2,699.8       8.47 %     36,259       2,760.9       7.61 %     36,061       2,703.5       7.50 %
Mortgage loans (2)(3)
    30,452       1,842.3       6.05 %     33,195       1,954.6       5.89 %     34,449       1,910.6       5.55 %
 
                                                           
Total earning assets and total interest income
    444,530     $ 32,244.7       7.25 %     447,659     $ 29,769.0       6.65 %     421,789     $ 25,469.1       6.04 %
Cash and due from banks
    10,703                       11,352                       12,508                  
All other assets
    17,196                       16,940                       18,202                  
Allowance for loan losses
    (7,324 )                     (6,743 )                     (5,921 )                
 
                                                                 
Total assets
  $ 465,105                     $ 469,208                     $ 446,578                  
 
                                                                 
Liabilities and Shareholders’ Equity
                                                                       
Interest bearing deposits:
                                                                       
NOW
  $ 39,568     $ 148.4       0.38 %   $ 44,266     $ 88.8       0.20 %   $ 42,599     $ 86.3       0.20 %
Savings
    43,383       173.2       0.40 %     50,018       125.2       0.25 %     51,219       134.1       0.26 %
MMDA
    68,739       1,613.5       2.35 %     82,062       1,184.5       1.44 %     90,974       955.4       1.05 %
Time deposits
    186,192       7,936.0       4.26 %     163,065       5,374.4       3.30 %     138,463       4,041.8       2.92 %
Short term borrowings
    5,696       313.5       5.50 %     2,611       78.0       2.98 %     626       12.2       1.95 %
FHLBI long term advances
    1,496       110.4       7.38 %     2,688       203.1       7.56 %     5,080       376.1       7.40 %
 
                                                           
 
Total interest bearing liabilities and total interest expense
    345,074       10,295.0       2.98 %     344,710       7,054.0       2.05 %     328,961       5,605.9       1.70 %
 
                                                                 
Noninterest bearing deposits
    65,492                       73,243                       70,477                  
All other liabilities
    4,011                       3,507                       3,784                  
Shareholders’ Equity
    50,528                       47,748                       43,356                  
 
                                                                 
 
Total liabilities and shareholders’ equity
  $ 465,105                     $ 469,208                     $ 446,578                  
 
                                                                 
Interest spread
                    4.27 %                     4.60 %                     4.34 %
 
                                                                 
Net interest income-FTE
          $ 21,949.7                     $ 22,715.0                     $ 19,863.2          
 
                                                                 
Net interest margin
                    4.94 %                     5.07 %                     4.71 %
 
                                                                 
 
(1)   Average yields in the above table have been adjusted to a tax-equivalent basis using a 34% tax rate and exclude the effect of any market value adjustments recorded under Statement of Financial Accounting Standards No. 115.
 
(2)   For purposes of the computation above, non-accruing loans of $7,539,000 in 2006, $3,359,000 in 2005 and $2,462,000 in 2004 are included in the average daily loan balance.
 
(3)   Interest on loans includes origination fees totaling $507,000 in 2006, $644,000 in 2005 and $726,000 in 2004.
Tax equivalent interest income in each of the three years includes loan origination fees. A substantial portion of such fees is deferred for recognition in future periods or is considered in determining the gain or loss on the sale of real estate mortgage loans.

26


Table of Contents

The following table sets forth the effects of volume and rate changes on net interest income on a taxable equivalent basis. The change in interest due to changes in both volume and rate has been allocated to the change due to volume and the change due to rate in proportion to the relationship of the absolute dollar amounts of the change in each:
                                                 
    (dollars in thousands)  
    Year ended December 31, 2006     Year ended December 31, 2005  
    compared to     compared to  
    Year ended December 31, 2005     Year ended December 31, 2004  
            Amount of Increase (Decrease) Due to Change in        
                    Total Amount                     Total Amount  
            Average     of Increase/             Average     of Increase/  
    Volume     Rate     Decrease     Volume     Rate     Decrease  
Interest Income:
                                               
Short term investments
  $ (208 )   $ 50     $ (158 )   $ (53 )   $ 197     $ 144  
Certificates of deposit
    (12 )     75     $ 63       69       36       105  
Securities:
                                               
Taxable
    (185 )     29     $ (156 )     53       (75 )     (22 )
Tax Exempt
    75       (75 )   $       29       (64 )     (35 )
Loans
    558       2,168     $ 2,726       1,701       2,407       4,108  
 
                                   
Total interest income
  $ 228     $ 2,247     $ 2,475     $ 1,799     $ 2,501     $ 4,300  
 
                                   
Interest Expense:
                                               
Interest bearing deposits:
                                               
NOW, savings & MMDA
  $ (196 )   $ 732     $ 536     $ (54 )   $ 276     $ 222  
Time deposits
    762       1,800     $ 2,562       718       615       1,333  
Short term borrowings
    92       144     $ 236       39       27       66  
FHLBI advances
    (90 )     (3 )   $ (93 )     (177 )     4       (173 )
 
                                   
Total interest expense
  $ 568     $ 2,673     $ 3,241     $ 526     $ 922     $ 1,448  
 
                                   
Net interest income (FTE)
  $ (340 )   $ (426 )   $ (766 )   $ 1,273     $ 1,579     $ 2,852  
Tax equivalent net interest income decreased $766,000 in 2006. The decrease was primarily the result of a $3,241,000 increase in interest expense, partially offset by a $2,475,000 increase in interest income. The increase in interest income is attributable to a decrease in average earning assets of $3,129,000 during the year and an increase of 60 basis points in the interest rate earned on assets. The increase in interest expense reflects both an increase in total interest bearing liabilities and an overall increase in rates paid.
Tax equivalent loan interest income was $2,726,000 higher in 2006 than the previous year. The increase was due to an increase of 58 basis points in the rate of interest earned on loans along with an increase in average balances $7,757,000 in 2006. The increase in rates is due to the prime rate increasing 100 basis points during 2006 offset by continued competitive loan pricing. In 2005, tax equivalent loan interest was $4,108,000 more than 2004 due to an increase of 65 basis points in the rate of interest earned on loans and an increase of $26,018,000 in the average loan balance.
Income on taxable securities decreased $156,000 in 2006 due to a $4,911,000 decrease in average balances partially offset by an increase of 7 basis points in the yield. Tax equivalent income on tax-exempt bonds remained the same in 2006 due to a decline of 42 basis points in yield offset by a $1,089,000 increase in average balances. The decrease in yields was the result of (i) the maturity and/or calls on bonds that were purchased at slightly higher rates than that of the average portfolio and (ii) the flatness of the yield curve during 2006. Interest income on short term investments decreased $158,000 due to an increase in yield of 154 basis points offset by a decrease of $6,677,000 in average balances. The average balance of purchased certificates decreased $387,000. The interest yield increased 122 basis points primarily the result of the certificates purchased in 2006, which had higher rates than those in 2005. The decrease in short term investments and taxable securities is due to the growth in loans being funded, in part by investment cash flow.
Interest expense increased $3,241,000 in 2006 because interest rates increased 93 basis points and average balances increased approximately $364,000. The interest cost for NOW, savings and MMDA accounts increased $537,000 because the interest rate paid was 49 basis points higher even though average balances decreased $24,656,000. Interest on time deposits increased $2,562,000 as a result of growth in average balances of $23,127,000 and increased interest rates of 96

27


Table of Contents

basis points. Deposits shifted to time deposit in 2006 as rates increased during the year. Fed Funds and short term advances from the FHLBI were used throughout the year ended 2006. The Bank entered into a long term borrowing with the FHLBI in 2000. The loan, which had a balance of $1,481,000 at year end, is an amortizing loan.
During 2006, net interest margin fell from 5.22% for the quarter ended March 31, 2006 to 4.50% for the quarter ended December 31, 2006. The net interest margin fell due to the increase in the rate paid on interest-bearing liabilities, the result of competitive pricing and increased reliance on short-term borrowings. The increase in the rate paid on liabilities was only partially offset by an increase in the yield on earning assets. The increase in the yield on earning assets was reduced by the increased level of nonperforming loans in the latter half of 2006 as well as continued pricing pressures on commercial loan rates. Due to the flatness of the yield curve and the continued competitive pressures on loan and deposit pricing, net interest margin may experience further compression in 2007.
In 2005, net interest income had increased $2,852,000. The increase in net interest income was the result of a $4,300,000 increase in interest income partially offset by a increase in interest expense of $1,448,000. The increase in interest income in 2005 was due to higher average earning assets of $25,870,000 and an increase in yield of 61 basis points. The increase in interest expense was the result of a 35 basis increase in rates paid partially offset by an increase of $15,749,000 in average interest bearing liabilities.
The following table shows the composition of average earning assets and interest paying liabilities for the years ended December 31:
                         
    2006     2005     2004  
As a percent of average earning assets:
                       
Loans
    84.28 %     81.96 %     80.82 %
Securities
    13.60 %     14.36 %     14.82 %
Certificates of deposit
    1.39 %     1.46 %     0.90 %
Short term investments
    0.73 %     2.22 %     3.46 %
 
                 
 
Average earning assets
    100.00 %     100.00 %     100.00 %
 
                       
NOW, savings, & MMDA
    34.12 %     39.39 %     43.81 %
Time deposits
    41.89 %     36.43 %     32.83 %
Short term borrowing
    1.28 %     0.58 %     0.15 %
FHLBI advances
    0.34 %     0.60 %     1.20 %
 
                 
 
Average interest bearing liabilities
    77.63 %     77.00 %     77.99 %
 
                       
Earning asset ratio
    95.58 %     95.41 %     94.51 %
Free-funds ratio
    22.37 %     23.00 %     22.01 %
Provision for Loan Losses
The provision for loan losses decreased to $2,639,000 in 2006 compared to $3,037,000 in 2005 and increased from $1,190,000 in 2004. At year end, the ratio of the allowance for loan loss to loans was 1.98%, compared to 1.88% in 2005 and 1.70% in 2004. Additional discussion regarding the provision for loan losses and the related allowance can be found under “Loans” in this Item 7.
Noninterest Income
Noninterest income, which includes service charges on deposit accounts, loan fees, trust income, security transactions, gain (loss) on sale of assets, and other operating income increased approximately $211,000 (5.5%) in 2006 compared to 2005 and decreased approximately $290,000 (7.1%) in 2005 compared to 2004. In 2006, the primary reason for the increase in noninterest income was due to an increase in service charges on deposit accounts and other fee income which increased $173,000 in 2006 from 2005. In 2005, the Bank experienced higher than normal losses on consumer loan repossessions, and in 2004 other income includes the recognition of a nonrecurring gain of $299,000 on the disposition of property held for sale. Also, in 2004, the Bank experienced higher than normal gains on the sale of foreclosed real estate. Service charges and other fee income increased to $3,637,000 (5.0%) in 2006 and $3,464,000 (4.4%) in 2005. In 2006,

28


Table of Contents

there was an increase in service charges on business and other deposit accounts, commercial loan late fees, network and ATM fees partially offset by lower returned check fees and lower commercial loan prepayment fees. The 2005 increase was due primarily to increased NSF charges and network income. Trust income increased $50,000 in 2006 and increased $37,000 in 2005. Trust income in 2006 and 2005 included nonrecurring income of approximately $12,000 and $27,000, respectively. The $57,000 gain recognized on the sale of real estate mortgages loans in 2006 was $5,300 lower than the gains realized in 2005 which were $6,400 lower than the gains recognized in 2004. Mortgage loan sales decreased in 2006 by approximately $629,000 from sales in 2005, which were down approximately $498,000 from 2004 sales.
Noninterest Expense
Noninterest expense totaled $14,900,000, a 9.4% increase over expenses of $13,700,000 in 2005 which was a 2.8% increase over expenses of $13,300,000 in 2004. The most significant component of noninterest expense is salaries and employee benefits. In 2006, salaries and employee benefits expense increased to $7,900,000 from $7,200,000 in 2005, due to the open positions in 2005 that were filled in 2006, additions to the loan and credit staff in 2006 and the expense associated with the change in CEO’s in 2006. In 2005, salaries and employee benefit expense remained unchanged at $7,200,000 from 2004 due to timing of filling open positions in 2005. Occupancy expense decreased $39,000 (3.3%) due to lower facility service costs and property taxes. In 2005 occupancy expense increased $94,000 (8.4%) due to increased facility service costs, property taxes and utility costs. Equipment expense decreased $76,000 (9.2%) in 2006 due to lower equipment maintenance and depreciation expense. In 2005 equipment expense decreased $33,000 (3.9%) to $831,000 due primarily to lower equipment depreciation expense. In 2006, professional and service fees increased $180,000 (10.7%) due to increased recruiting fees associated with filling open positions and management consulting projects including strategic planning, a branch study, and compensation studies and increased legal fees related to nonperforming commercial loans. In 2005, professional and service fees increased $58,000 (3.6%) due to increased legal fees primarily due to services related to consumer loan collections. Printing and supplies expense decreased $47,000 (14.8%) in 2006 due to fewer customer mailings in 2006 and increased $16,000 (5.3%) in 2005 as a result of increased customer mailings for compliance and disclosure purposes. Computer service fees increased $20,000 (5.9%) in 2006 due to a conversion fee paid in 2006 related to the core system and increased $45,000 (15.0%) in 2005 due to an increase in outside computer services. Advertising expense increased $68,000 (28.5%) in 2006 due to the outsourcing of advertising to an agency in June 2006, which resulted in a decrease in salary expense for this position in the fourth quarter of 2006. In 2005, advertising expense increased $17,000 (7.5%) due to more loan and deposit campaigns on new products. Other expenses increased $486,000 (27.0%) in 2006 due to recording fair market adjustment write downs of $311,000 on properties included in other real estate owned and recording $128,000 related to a legal settlement. Other expenses increased $177,000 (10.9%) in 2005 due to increases in loan and collection costs offset by a decrease in NSF check and other losses. In 2007 there will be additional noninterest expense associated with the conversion of the core system as discussed in Note 6, “Premises and Equipment,” in Notes to the Consolidated Financial Statement.
Federal Income Tax Expense
Fluctuations in income taxes resulted primarily from changes in the level of profitability and in variations in the amount of tax-exempt income. Income tax expense decreased $493,000 (17.1%) to $2,390,000 in 2006 and increased $156,000 (5.7%) to $2,884,000 in 2005. Although income tax expense increased, the effective rate remained at approximately 30% in 2006, 2005 and 2004. For further information, see Note 12, “Federal Income Taxes,” in Notes to Consolidated Financial Statements.
Critical Accounting Policies
Our accounting and reporting policies are in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the banking industry. Accounting and reporting policies for the allowance for loan losses is deemed critical since it involves the use of estimates and requires significant management judgments. Application of assumptions different from those that we have used could result in material changes in our financial position or results of operations.
Our methodology for determining the allowance and related provision for loan losses and reserve for unfunded credit commitments is described above in “Financial Condition – Loans”. In particular, this area of accounting requires a significant amount of judgment because a multitude of factors can influence the ultimate collection of a loan or other type of credit. Should the factors noted above and as described in Note 1, “Summary of Significant Accounting Policies,” in Notes to Consolidated Financial Statements, differ from our assumptions (for example, an increase in past due loans, deterioration of the economy), our allowance for loan losses would likely be adversely impacted. It is extremely difficult to precisely measure the amount of losses that may be inherent in our loan portfolio. We attempt to accurately quantify the necessary allowance and related provision for loan losses, but there can be no assurance that our modeling process will

29


Table of Contents

successfully identify all of the losses inherent in our loan portfolio. As a result, we could record future provisions for loan losses that may be significantly different from the levels that we have recorded.
Impact of New Accounting Standards
See Note 27, “Impact of New Accounting Standards,” in Notes to Consolidated Financial Statements for discussion of new accounting standards and their impact.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Included in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 8. Financial Statements and Supplementary Data.

30


Table of Contents

         
(BDO LOGO)
  BDO Seidman, LLP
Accountants and Consultants
  99 Monroe Avenue N.W., Suite 800
Grand Rapids, Michigan 49503-2654
Telephone: (616) 774-7000
Fax: (616) 776-3680
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
FNBH Bancorp, Inc.
Howell, MI
We have audited the accompanying consolidated balance sheets of FNBH Bancorp, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FNBH Bancorp, Inc. and subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 12 to the consolidated financial statements, effective January 1, 2006, the Corporation changed its method of quantifying misstatements of prior year financial statements. The Corporation adopted the dual method as required by SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of FNBH Bancorp, Inc.’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 1, 2007 expressed an unqualified opinion thereon.
(BDO SEIDMAN, LLP LOGO)
Grand Rapids, Michigan
March 1, 2007

31


Table of Contents

         
(BDO LOGO)
  BDO Seidman, LLP
Accountants and Consultants
  99 Monroe Avenue N.W., Suite 800
Grand Rapids, Michigan 49503-2654
Telephone: (616) 774-7000
Fax: (616) 776-3680
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
FNBH Bancorp, Inc.
Howell, MI
We have audited management’s assessment, included in Management’s Annual Report on Internal Control Over Financial Reporting, in Item 9A, that FNBH Bancorp, Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). FNBH Bancorp, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Corporation’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that FNBH Bancorp, Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also in our opinion, FNBH Bancorp, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (Unites States), the accompanying consolidated balance sheets as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2006, of FNBH Bancorp, Inc. and subsidiaries and our report dated March 1, 2007 expressed an unqualified opinion thereon.
(BDO SEIDMAN, LLP LOGO)
Grand Rapids, Michigan
March 1, 2007

32


Table of Contents

FNBH BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2006 and 2005
                 
    2006     2005  
Assets
               
Cash and due from banks
  $ 16,373,845     $ 19,281,982  
Short term investments
    2,747,642       4,819,709  
 
           
Total cash and cash equivalents
    19,121,487       24,101,691  
 
               
Certificates of deposit
    4,711,000       7,166,000  
Investment Securities:
               
Investment securities held to maturity, net (fair value of $17,030,269
               
at December 31, 2006 and $16,763,204 at December 31, 2005)
    16,808,685       16,425,674  
Investment securities available for sale, at fair value
    24,480,256       32,388,356  
Mortgage-backed securities available for sale, at fair value
    11,930,591       12,405,476  
FHLBI and FRB stock, at cost
    994,950       1,153,550  
 
           
Total investment securities
    54,214,482       62,373,056  
 
               
Loans:
               
Commercial
    328,665,048       305,387,518  
Consumer
    27,720,360       36,161,235  
Real estate mortgage
    28,195,754       31,306,493  
 
           
Total loans
    384,581,162       372,855,246  
Less allowance for loan losses
    (7,597,900 )     (6,991,125 )
 
           
Net loans
    376,983,262       365,864,121  
 
               
Premises and equipment, net
    9,882,356       10,465,856  
Other real estate owned, held for sale
    1,629,250       679,733  
Accrued interest and other assets
    7,353,867       6,574,686  
 
           
Total assets
  $ 473,895,704     $ 477,225,143  
 
           
Liabilities and Stockholders’ Equity
               
Liabilities
               
Deposits:
               
Demand (non-interest bearing)
  $ 62,681,088     $ 71,415,340  
NOW
    41,275,379       40,739,655  
Savings and money market
    113,906,147       133,865,335  
Time deposits
    170,126,892       145,927,984  
Brokered certificates of deposit
    17,554,785       30,137,273  
 
           
Total deposits
    405,544,291       422,085,587  
Other borrowings
    13,480,813       1,785,094  
Accrued interest, taxes, and other liabilities
    4,878,126       3,908,137  
 
           
Total liabilities
    423,903,230       427,778,818  
Stockholders’ Equity
               
Common stock, no par value. Authorized 4,200,000 shares; 3,074,528
               
shares issued and outstanding at December 31, 2006 and 3,187,374 shares
               
issued and outstanding at December 31, 2005
    6,005,835       6,088,540  
Retained earnings
    43,625,997       43,389,917  
Deferred directors’ compensation
    725,186       575,045  
Accumulated other comprehensive loss, net
    (364,544 )     (607,177 )
 
           
Total stockholders’ equity
    49,992,474       49,446,325  
 
           
Total liabilities and stockholders’ equity
  $ 473,895,704     $ 477,225,143  
 
           
See accompanying notes to consolidated financial statements.

33


Table of Contents

FNBH BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
December 31, 2006, 2005, and 2004
                         
    2006     2005     2004  
Interest and dividend income:
                       
Interest and fees on loans
  $ 28,986,420     $ 26,247,716     $ 22,137,252  
Interest and dividends on investment securities:
                       
U.S. Treasury and agency securities
    1,592,919       1,711,402       1,667,506  
Obligations of states and political subdivisions
    743,800       729,222       747,483  
Corporate bonds
    17,560       59,959       125,381  
Other securities
    54,202       50,004       51,278  
Interest on short term investments
    159,633       315,528       166,978  
Interest on certificates of deposit
    264,410       201,076       95,832  
 
                 
Total interest and dividend income
    31,818,944       29,314,907       24,991,710  
 
                 
 
                       
 
                 
Interest expense:
                       
Interest on deposits
    9,871,304       6,772,924       5,217,598  
Interest on other borrowings
    423,970       281,073       388,268  
 
                 
Total interest expense
    10,295,274       7,053,997       5,605,866  
 
                 
 
                       
Net interest income
    21,523,670       22,260,910       19,385,844  
 
                       
Provision for loan losses
    2,639,000       3,037,000       1,190,000  
 
                 
Net interest income after provision for loan losses
    18,884,670       19,223,910       18,195,844  
 
                 
 
                       
Noninterest income:
                       
Service charges and other fee income
    3,636,856       3,464,122       3,318,666  
Trust income
    333,918       284,394       246,950  
Gain on sale of loans
    57,208       62,512       68,881  
Other
    2,986       8,612       475,560  
 
                 
Total noninterest income
    4,030,968       3,819,640       4,110,057  
 
                 
 
                       
Noninterest expense:
                       
Salaries and employee benefits
    7,925,738       7,230,103       7,236,801  
Net occupancy expense
    1,169,337       1,208,830       1,115,030  
Equipment expense
    755,195       831,299       864,604  
Professional and service fees
    1,859,736       1,680,037       1,622,399  
Printing and supplies
    271,167       318,091       302,032  
Computer service fees
    364,333       344,095       299,114  
Advertising
    306,211       238,323       221,618  
Other
    2,287,503       1,801,865       1,625,052  
 
                 
Total noninterest expense
    14,939,220       13,652,643       13,286,650  
 
                 
 
                       
Income before federal income taxes
    7,976,418       9,390,907       9,019,251  
 
                       
Federal income taxes
    2,390,422       2,883,921       2,728,156  
 
                 
Net income
  $ 5,585,996     $ 6,506,986     $ 6,291,095  
 
                 
 
                       
Per share statistics:
                       
Basic EPS
  $ 1.76     $ 2.03     $ 1.98  
Diluted EPS
  $ 1.76     $ 2.03     $ 1.97  
Dividends
  $ 0.84     $ 0.80     $ 0.72  
Basic average shares outstanding
    3,177,093       3,200,146       3,185,025  
Diluted average shares outstanding
    3,177,146       3,200,518       3,186,142  
See accompanying notes to consolidated financial statements.

34


Table of Contents

FNBH BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity and Comprehensive Income
December 31, 2006, 2005, and 2004
                                         
                            Accumulated        
                    Deferred     Other        
    Common             Directors’     Comprehensive        
    Stock     Retained Earnings     Compensation     Income (Loss)     Total  
     
Balances at December 31, 2003
  $ 5,503,246     $ 35,425,699     $     $ 306,536     $ 41,235,481  
 
Amortization of long term incentive plan
    184,530                               184,530  
Issued 4,352 shares for employee stock purchase plan
    109,521                               109,521  
Issued 794 shares for current directors’ fees
    22,791                               22,791  
Issued 1,179 shares for directors’ variable fee plan
    32,092                               32,092  
Issued 283 shares for deferred directors’ fees
    5,953                               5,953  
Directors’ deferred compensation (590 stock units)
                    18,270               18,270  
Reclassification of directors’ deferred compensation (19,321 stock units)
                    437,211               437,211  
Comprehensive income:
                                       
Net income
            6,291,095                       6,291,095  
Change in unrealized gain (loss) on investment
                                       
securities available for sale, net of tax effect
                            (334,723 )     (334,723 )
 
                                     
Total comprehensive income
                                    5,956,372  
Cash dividends ($0.72 per share)
            (2,286,173 )                     (2,286,173 )
     
 
                                       
Balances at December 31, 2004
    5,858,133       39,430,621       455,481       (28,187 )     45,716,048  
 
                                       
Amortization of long term incentive plan
    83,880                               83,880  
Issued 3,687 shares for employee stock purchase plan
    95,975                               95,975  
Issued 722 shares for current directors’ fees
    20,765                               20,765  
Issued 986 shares for directors’ variable fee plan
    29,787                               29,787  
Directors’ deferred compensation (4,105 stock units)
                    119,564               119,564  
Comprehensive income:
                                       
Net income
            6,506,986                       6,506,986  
Change in unrealized loss on investment securities available for sale, net of tax effect
                            (578,990 )     (578,990 )
 
                                     
Total comprehensive income
                                    5,927,996  
Cash dividends ($0.80 per share)
            (2,547,690 )                     (2,547,690 )
     
 
                                       
Balances at December 31, 2005
    6,088,540       43,389,917       575,045       (607,177 )     49,446,325  
Cumulative effect adjustment — initial application of SEC Staff Accounting Bulletin No. 108
            180,000                       180,000  
 
                             
Balances at January 1, 2006
    6,088,540       43,569,917       575,045       (607,177 )     49,626,325  
 
                                       
Amortization of long term incentive plan
    81,199                               81,199  
Issued 1,234 shares for employee stock purchase plan
    30,623                               30,623  
Issued 270 shares for current directors’ fees
    6,999                               6,999  
Issued 1,244 shares for directors’ variable fee plan
    32,257                               32,257  
Directors’ deferred compensation (5,750 stock units)
                    150,141               150,141  
Comprehensive income:
                                       
Net income
            5,585,996                       5,585,996  
Change in unrealized loss on investment securities available for sale, net of tax effect
                            242,633       242,633  
 
                                     
Total Comprehensive income
                                    5,828,629  
Repurchase of common stock (117,700 shares)
    (233,783 )     (2,873,512 )                     (3,107,295 )
Cash dividends ($0.84 per share)
            (2,656,404 )                     (2,656,404 )
     
Balances at December 31, 2006
  $ 6,005,835     $ 43,625,997     $ 725,186     $ (364,544 )   $ 49,992,474  
             
See accompanying notes to consolidated financial statements.

35


Table of Contents

FNBH BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
December 31, 2006, 2005, and 2004
                         
    2006     2005     2004  
Cash flows from operating activities:
                       
Net income
  $ 5,585,996     $ 6,506,986     $ 6,291,095  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Provision for loan losses
    2,639,000       3,037,000       1,190,000  
Depreciation and amortization
    923,942       984,021       1,014,720  
Deferred income tax expense (benefit)
    (217,783 )     (503,802 )     159,167  
Net amortization (accretion) on investment securities
    8,830       15,183       (16,031 )
Earned portion of long term incentive plan
    81,199       83,880       184,530  
Shares issued for current directors’ compensation
    39,256       50,552       54,883  
Shares earned for deferred directors’ compensation
    150,141       119,564       24,223  
Gain on sale of loans
    (57,208 )     (62,512 )     (68,881 )
Proceeds from sale of loans
    5,050,710       6,102,540       11,285,139  
Origination of loans held for sale
    (5,005,968 )     (5,788,325 )     (10,541,000 )
(Gain) loss on the sale of other real estate owned, held for sale
    292,101       (20,507 )     (98,850 )
(Gain) loss on sale of land and facilities held for sale
          2,595       (42,716 )
Loss on disposal of equipment
          19,990        
Increase in accrued interest income and other assets
    (686,391 )     (338,394 )     (135,314 )
Increase (decrease) in accrued interest, taxes, and other liabilities
    1,272,989       (103,130 )     (29,240 )
 
                 
Net cash provided by operating activities
    10,076,814       10,105,641       9,271,725  
 
                 
 
                       
Cash flows from investing activities:
                       
Purchases of available for sale securities
    (1,860,624 )     (5,119,280 )     (36,556,566 )
Purchases of held to maturity securities
    (2,880,585 )     (2,091,712 )     (4,776,698 )
FHLBI (stock buybacks)/purchases/stock dividends
    158,600       (22,900 )     (47,900 )
Proceeds from maturities and at-par calls of available for sale securities
    8,285,762       3,000,000       24,500,000  
Proceeds from mortgage-backed securities paydowns-available for sale
    2,339,217       3,647,345       3,660,069  
Proceeds from maturities and calls of held to maturity securities
    2,475,000       1,666,000       3,820,125  
Purchases of certificates of deposit
    (2,944,000 )     (10,600,000 )     (5,993,000 )
Maturity of certificates of deposit
    5,399,000       9,525,000       1,455,000  
Purchase of loans
                (6,279,807 )
Net increase in loans
    (15,851,925 )     (18,690,040 )     (6,996,938 )
Proceeds from sale of other real estate owned, held for sale
    741,632       1,043,955       990,652  
Proceeds from sale of land and facilities held for sale
          93,085       1,503,016  
Capital expenditures
    (340,442 )     (382,966 )     (346,912 )
 
                 
Net cash used in investing activities
    (4,478,365 )     (17,931,513 )     (25,068,959 )
 
                 
 
                       
Cash flows from financing activities:
                       
Net increase (decrease) in deposits
    (16,541,296 )     22,822,677       189,609  
Payments on FHLBI note
    (304,281 )     (3,281,742 )     (260,872 )
Proceeds from issuance of short term debt
    42,500,000       11,000,000       3,000,000  
Repayment of short term debt
    (30,500,000 )     (14,000,000 )      
Repurchase of common stock
    (3,107,295 )            
Dividends paid
    (2,656,404 )     (2,547,690 )     (2,286,173 )
Shares issued for employee stock purchase plan
    30,623       95,975       109,521  
 
                 
Net cash provided by (used in) financing activities
    (10,578,653 )     14,089,220       752,085  
 
                 
 
                       
Net increase (decrease) in cash and cash equivalents
    (4,980,204 )     6,263,348       (15,045,149 )
 
                       
Cash and cash equivalents at beginning of year
    24,101,691       17,838,343       32,883,492  
 
                 
Cash and cash equivalents at end of year
  $ 19,121,487     $ 24,101,691     $ 17,838,343  
 
                 
 
Supplemental disclosures:
                       
Interest paid
  $ 10,009,063     $ 6,813,756     $ 5,642,097  
Federal income taxes paid
    2,097,919       3,546,682       2,609,881  
Loans transferred to other real estate
    1,983,249       968,181       1,561,802  
Properties transferred to land and facilities held for sale
                155,690  
Loans charged off
    2,664,596       2,253,717       922,078  
See accompanying notes to consolidated financial statements.

36


Table of Contents

Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of FNBH Bancorp, Inc. and its wholly owned subsidiaries, First National Bank in Howell (including its wholly owned subsidiary FNBH Mortgage Company, LLC) and H.B. Realty Co. All significant intercompany balances and transactions have been eliminated.
First National Bank in Howell (Bank) is a full-service bank offering a wide range of commercial and personal banking services. These services include checking accounts, savings accounts, certificates of deposit, commercial loans, real estate loans, installment loans, collections, traveler’s checks, night depository, safe deposit box, U.S. Savings Bonds, and trust services. The Bank serves primarily five communities — Howell, Brighton, Green Oak Township, Hartland, and Fowlerville — all of which are located in Livingston County, Michigan. The Bank is not dependent upon any single industry or business for its banking opportunities.
H.B. Realty Co. was established on November 26, 1997 to purchase land for a future branch site of the Bank and to hold title to other Bank real estate when it is considered prudent to do so.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The accounting and reporting policies of FNBH Bancorp, Inc. and subsidiaries (Corporation) conform to accounting principles generally accepted in the United States of America and to general practice within the banking industry. The following is a description of the more significant of these policies.
(a) Brokered Certificates of Deposit
Brokered certificates of deposit are purchased periodically from other financial institutions in denominations of less than $100,000. These investments are fully insured by the FDIC. Brokered CD’s are not marketable, and there is a penalty for early withdrawal.
(b) Investment and Mortgage-Backed Securities
The Bank classifies debt and equity investments and mortgage—backed securities as follows:
Investment securities held to maturity are those securities which management has the ability and positive intent to hold to maturity. Investment securities held to maturity are stated at cost, adjusted for amortization of premium and accretion of discount.
Investment securities the Bank may not hold until maturity are accounted for as securities available for sale and are stated at fair value, with unrealized gains and losses, net of income taxes, reported as a separate component of other comprehensive income until realized.
Trading account securities are carried at fair value. Realized and unrealized gains or losses on trading securities are included in noninterest income. The Bank holds no securities under the trading classification.
Gains or losses on the sale of securities are computed based on the adjusted cost of the specific security.
Management reviews all securities for impairment and records other-than-temporary impairments, if any, as a component of noninterest income.
(c) Loans
Loans are stated at their principal amount outstanding, net of an allowance for loan losses and unearned discount. Interest on loans is accrued daily based on the outstanding principal balance. Loan origination fees and certain direct loan origination costs are deferred and recognized over the lives of the related loans as an adjustment of the yield. Net unamortized deferred loan fees amounted to $670,000 and $856,000 at December 31, 2006 and 2005, respectively.

37


Table of Contents

The Bank originates real estate mortgage loans for sale to the secondary market and sells the loans with servicing retained. Mortgage loans held for sale are carried at the lower of cost or market, determined on a net aggregate basis. Market is determined on the basis of delivery prices in the secondary mortgage market. When loans are sold, gains and losses are recognized based on the specific identification method.
The total cost of mortgage loans originated and sold is allocated between the loan servicing right and the mortgage loan, based on their relative fair values at the date of origination. The capitalized cost of loan servicing rights is amortized in proportion to, and over the period of, estimated net future servicing revenue. The Bank enters into interest rate lock commitments to originate loans at a rate determined prior to funding. Interest rate lock commitments on residential mortgage loans that are intended to be sold are considered to be derivatives. Fair value is based on fees currently charged to enter into similar agreements. At December 31, 2006 and 2005, the fair value of interest rate lock commitments was insignificant.
Mortgage servicing rights, which are included in other assets, are periodically evaluated for impairment. For purposes of measuring impairment, mortgage servicing rights are stratified based on predominant risk characteristics of the underlying serviced loans. These risk characteristics include loan type, term, year originated, and note rate. Impairment represents the excess of cost of an individual mortgage servicing right’s stratum over its fair value and is recognized through a valuation allowance.
Fair values for individual strata are based on quoted market prices for comparable transactions, if available, or estimated fair value. Estimates of fair value include assumptions about prepayment, default and interest rates, and other factors which are subject to change over time. Changes in these underlying assumptions could cause the fair value of mortgage servicing rights, and the related valuation allowance, to change significantly in the future.
(d) Allowance for Loan Losses and Credit Commitments
The allowance for loan losses is based on management’s periodic evaluation of the loan portfolio and reflects an amount that, in management’s opinion, is adequate to absorb probable losses in the existing portfolio. In evaluating the portfolio, management takes into consideration numerous factors, including current economic conditions, prior loan loss experience, nonperforming loan levels, the composition of the loan portfolio, and management’s evaluation of the collectibility of specific loans, which includes analysis of the value of the underlying collateral. Although the Bank evaluates the adequacy of the allowance for loan losses based on information known to management at a given time, various regulatory agencies, as part of their normal examination process, may require future additions to the allowance for loan losses.
The Bank also maintains a reserve for losses on unfunded credit commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The reserve is computed using the same methodology as that used to determine the allowance for loan losses. This reserve is reported as a liability on the balance sheet within accrued interest, taxes, and other liabilities, while the corresponding provision for these losses is recorded as a component of the provision for loan losses.
(e) Nonperforming Assets
The Bank charges off all or part of loans when amounts are deemed to be uncollectible, although collection efforts may continue and future recoveries may occur.
Nonperforming assets are comprised of loans for which the accrual of interest has been discontinued, loans for which the terms have been renegotiated to less than market rates due to a serious weakening of the borrower’s financial condition, loans 90 days past due and still accruing, and other real estate, which has been acquired primarily through foreclosure and is awaiting disposition.
Loans are generally placed on a nonaccrual status when principal or interest is past due 90 days or more and when, in the opinion of management, full collection of principal and interest is unlikely. At the time a loan is placed on nonaccrual status, interest previously accrued but not yet collected is charged against current income. Income on such loans is then recognized only to the extent that cash is received and where future collection of principal is probable.
The Bank considers a loan to be impaired when it is probable that it will be unable to collect all or part of amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present

38


Table of Contents

value of expected cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. Interest income on impaired loans is accrued based on the principal amounts outstanding. The accrual of interest is generally discontinued when an impaired loan becomes 90 days past due.
(f) Real Estate
Other real estate owned at the time of foreclosure is recorded at the lower of the Bank’s cost of acquisition or the asset’s fair market value, net of estimated disposal costs. Any write-downs at date of acquisition are charged to the allowance for loan losses. Expenses incurred in maintaining assets and subsequent write-downs to reflect declines in value are charged to other noninterest expense.
Real estate held for sale is recorded at the lower of carrying amount or estimated fair value less estimated disposal costs. Subsequent declines in estimated fair value and adjustments to estimated disposal costs are recorded as a component of noninterest expense.
(g) Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization, computed on the straight-line method, are charged to operations over the estimated useful lives of the assets. Estimated useful lives range up to 40 years for buildings, up to 7 years for furniture and equipment and up to 15 years for land improvements. Leasehold improvements are generally depreciated over the shorter of the respective lease term or estimated useful life.
Premises and equipment are evaluated periodically for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment exists when the expected undiscounted future cash flows of a long-lived asset are less than its carrying value. In that event, the Bank recognizes a loss for the difference between the carrying amount and the estimated fair value of the asset based on a quoted market price, if applicable, or a discounted cash flow analysis. Impairment losses are recorded in other noninterest expense on the income statement.
(h) Advertising Costs
Advertising costs are generally expensed as incurred.
(i) Federal Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
(j) Stock-Based Compensation
At December 31, 2006 and 2005, the Corporation had two stock-based compensation plans, which are described more fully in notes 16 and 17.
(k) Common Stock Repurchases
The Corporation records common stock repurchases at cost. A portion of the repurchase is charged to common stock based on the ratio of common stock to total shares outstanding, with the remainder charged to retained earnings. Shares repurchased are retired. The Board of Directors authorized a share repurchase program on March 16, 2006 for 100,000 shares that expires March 16, 2007. The Board then authorized another program on August 17, 2006 for an additional 100,000 shares that expires on August 17, 2007. For the year ended December 31, 2006, 117,700 shares have been repurchased, 110,700 under the authorized plans with 89,300 shares remaining available for repurchase under the plans. The other 7,000 shares had been approved by the Board for repurchase prior to approving an authorized share repurchase program. The cost of the repurchases approximated $3,107,000 at monthy weighted average prices ranging from $25.80 to $26.78 per share.
(l) Statements of Cash Flows
For purposes of reporting cash flows, cash equivalents include amounts due from banks, federal funds sold and other short term investments with original maturities of 90 days or less.

39


Table of Contents

(m) Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, established standards for the reporting and display of comprehensive income and its components (such as changes in unrealized gains and losses on securities available for sale) in a financial statement that is displayed with the same prominence as other financial statements. The Corporation reports comprehensive income within the statement of stockholders’ equity and comprehensive income. Comprehensive income includes net income and any changes in equity from nonowner sources that are not recorded in the income statement.
(n) Earnings Per Share
Basic earnings per common share is calculated by dividing net income by the average number of common shares and deferred director fee stock units outstanding during the year. Diluted earnings per common share is calculated by dividing net income by the average number of common shares and deferred director fee stock units outstanding during the year, plus the effect of common stock equivalents (for example, unvested restricted shares) that are dilutive.
(o) Reclassification
Certain reclassifications of 2005 and 2004 information have been made to conform to the current year presentation.
(2) Certificates of Deposit
At December 31, 2006 the scheduled maturities of certificates of deposit were:
         
Maturing in 2007
  $ 3,337,000  
Maturing in 2008
    981,000  
Maturing in 2009
    393,000  
 
     
Total
  $ 4,711,000  
 
     

40


Table of Contents

(3) Investment and Mortgage-Backed Securities
A summary of the amortized cost and approximate fair value of investment and mortgage-backed securities at December 31, 2006 and 2005 follows:
                                                                 
    December 31, 2006     December 31, 2005  
            Unrealized     Unrealized                     Unrealized     Unrealized        
    Amortized     gross     gross     Fair     Amortized     gross     gross     Fair  
    cost     gains     losses     value     cost     gains     losses     value  
Held to maturity:
                                                               
Obligations of state and political subdivisions
  $ 16,808,685     $ 256,662     $ (35,078 )   $ 17,030,269     $ 16,425,674     $ 365,562     $ (28,032 )   $ 16,763,204  
 
                                               
 
Total held to maturity
    16,808,685       256,662       (35,078 )     17,030,269       16,425,674       365,562       (28,032 )     16,763,204  
 
Available for sale:
                                                               
U.S. Treasury and agency securities
    24,870,214             (389,958 )     24,480,256       32,095,107       6,068       (717,398 )     31,383,777  
Corporate bonds
                            1,000,062       4,517             1,004,579  
Mortgage-backed securities
    12,092,973       25,483       (187,865 )     11,930,591       12,618,628       35,073       (248,225 )     12,405,476  
 
                                               
Total available for sale
    36,963,187       25,483       (577,823 )     36,410,847       45,713,797       45,658       (965,623 )     44,793,832  
 
                                               
Total securities
  $ 53,771,872     $ 282,145     $ (612,901 )   $ 53,441,116     $ 62,139,471     $ 411,220     $ (993,655 )   $ 61,557,036  
 
                                               
There were 36 securities in a continuous loss position for 12 months or more at December 31, 2006, which consisted of 15 mortgage backed securities and 21 agency securities. Because the declines in fair value were due to changes in market interest rates, not in estimated cash flows, and the securities are bank qualified municipals, federal agencies, or mortgage-backed securities issued by federal agencies, no other-than-temporary impairment was recorded at December 31, 2006. The Corporation has both the intent and ability to hold these securities for the time necessary to recover the amortized cost.

41


Table of Contents

The following is a summary of the unrealized losses and fair value of securities available for sale portfolio at December 31, 2006 and 2005, by length of time that individual securities in each category have been in a continuous loss position:
                                                 
    December 31, 2006  
    Less than 12 months     12 months or more     Total  
    Unrealized             Unrealized             Unrealized        
    gross     Fair     gross     Fair     gross     Fair  
    losses     value     losses     value     losses     value  
Held to Maturity:
                                               
Obligations of state and political subdivisions
  $ (15,379 )   $ 2,071,039     $ (19,699 )   $ 1,817,883     $ (35,078 )   $ 3,888,922  
 
                                   
 
                                               
Available for sale:
                                               
U.S. Treasury and agency securities
  $     $     $ (389,958 )   $ 24,480,256     $ (389,958 )   $ 24,480,256  
Mortgage-backed securities
    (2,137 )     651,764       (185,728 )     8,307,957       (187,865 )     8,959,721  
 
                                   
Total available for sale
  $ (2,137 )   $ 651,764     $ (575,686 )   $ 32,788,213     $ (577,823 )   $ 33,439,977  
 
                                   
                                                 
    December 31, 2005  
    Less than 12 months     12 months or more     Total  
    Unrealized             Unrealized             Unrealized        
    gross     Fair     gross     Fair     gross     Fan  
    losses     value     losses     value     losses     value  
Held to Maturity:
                                               
Obligations of state and political subdivisions
  $ (23,143 )   $ 2,366,880     $ (4,889 )   $ 226,728     $ (28,032 )   $ 2,593,608  
 
                                   
 
Available for sale:
                                               
U.S. Treasury and agency securities
  $ (188,952 )   $ 10,414,796     $ (528,446 )   $ 18,962,912     $ (717,398 )   $ 29,377,708  
Mortgage-backed securities
    (89,078 )     7,146,899       (159,147 )     4,380,673       (248,225 )     11,527,572  
 
                                   
 
                                  $            
Total available for sale
  $ (278,030 )   $ 17,561,695     $ (687,593 )   $ 23,343,585       (965,623 )   $ 40,905,280  
 
                                   
The amortized cost and approximate fair value of investment and mortgage-backed securities at December 31, 2006 and 2005, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
                                 
    December 31, 2006     December 31, 2005  
    Amortized     Approximate     Amortized     Approximate  
    cost     fair value     cost     fair value  
Held to maturity:
                               
Due in one year or less
  $ 1,894,917     $ 1,904,607     $ 2,384,602     $ 2,402,255  
Due after one year through five years
    5,650,096       5,729,168       7,307,216       7,495,656  
Due after five years through ten years
    2,606,373       2,617,116       1,881,449       1,871,800  
Due after ten years
    6,657,299       6,779,378       4,852,407       4,993,493  
 
                       
 
  $ 16,808,685     $ 17,030,269     $ 16,425,674     $ 16,763,204  
 
                       
Available for sale:
                               
Due in one year or less
  $ 13,495,406     $ 13,366,817     $ 8,238,228     $ 8,186,734  
Due after one year through five years
    11,374,808       11,113,439       24,856,941       24,201,622  
Due after five years through ten years
                       
 
                       
 
    24,870,214       24,480,256       33,095,169       32,388,356  
Mortgage-backed securities
    12,092,973       11,930,591       12,618,628       12,405,476  
 
                       
 
  $ 36,963,187     $ 36,410,847     $ 45,713,797     $ 44,793,832  
 
                       

42


Table of Contents

Proceeds from at-par calls of available for sale securities totaled approximately $0, $0, and $8,000,000 during 2006, 2005, and 2004, respectively; there have been no realized gains or losses recorded for 2006, 2005, or 2004.
The amortized cost and approximate fair value of investment securities of states (including all their political subdivisions) that individually exceeded 10% of stockholders’ equity at December 31, 2006 and 2005 are as follows:
                                 
    2006     2005  
    Amortized     Approximate     Amortized     Approximate  
    cost     fair value     cost     fair value  
State of Michigan
  $ 11,035,793     $ 11,164,560     $ 11,673,789     $ 11,877,846  
 
                       
Investment securities, with an amortized cost of approximately $1,476,000 at December 31, 2006 and $1,792,000 at December 31, 2005, were pledged to secure public deposits and for other purposes as required or permitted by law.
The Bank owns stock in both the Federal Home Loan Bank of Indianapolis (FHLBI) and the Federal Reserve Bank (FRB), both of which are recorded at cost. The Bank is required to hold stock in the FHLBI equal to 5% of the institution’s borrowing capacity with the FHLBI. The Bank’s investment in FHLBI stock amounted to $950,700 and $1,109,300 as of December 31, 2006 and 2005, respectively. The Bank’s investment in FRB stock, which totaled $44,250 at December 31, 2006 and 2005, is a requirement for the Bank’s membership in the Federal Reserve System. These investments can only be resold to, or redeemed, by the issuer.
(4) Loans
Loans on nonaccrual status amounted to $12,199,000, $5,234,000 and $1,146,000, at December 31, 2006, 2005, and 2004, respectively. If these loans had continued to accrue interest in accordance with their original terms, approximately $660,000, $270,000, and $98,000 of interest income would have been recognized in 2006, 2005, and 2004, respectively. The Bank had no troubled-debt restructured loans at December 31, 2006 and 2005.
Details of past-due and nonperforming loans follow:
                                                 
    90 days past due        
    and still accruing interest     Nonaccrual  
    2006     2005     2004     2006     2005     2004  
Commercial and mortgage loans secured by real estate
  $ 287,716     $ 384,842     $ 285,771     $ 10,267,753     $ 4,124,339     $ 243,374  
Consumer loans
          5,756       2,541       86,986       91,599       92,285  
Commercial and other loans
                      1,844,076       1,018,133       810,175  
 
                                   
Total
  $ 287,716     $ 390,598     $ 288,312     $ 12,198,815     $ 5,234,071     $ 1,145,834  
 
                                   
Impaired loans totaled $15.5 million, $10.1 million, and $5.9 million at December 31, 2006, 2005, and 2004, respectively. Specific reserves relating to these loans were $2.0 million, $2.1 million, and $1.7 million at December 31, 2006, 2005, and 2004, respectively.
Cash received and recognized as income on impaired loans approximated $962,000, $655,000, and $428,000 for the years ended December 31, 2006, 2005, and 2004, respectively. Average impaired loans for the years ended December 31, 2006, 2005, and 2004 were approximately $11.9 million, $8.3 million, and $7.4 million, respectively.
Loans serviced for others including commercial participations sold, were approximately $45.7 million, $48.9 million, and $52.6 million at December 31, 2006, 2005, and 2004, respectively.
The Bank capitalized $12,000, $22,000, and $21,000, in mortgage servicing rights and incurred approximately $69,000, $82,000, and $94,000, in related amortization expense during 2006, 2005, and 2004, respectively. At December 31, 2006 and 2005, these mortgage servicing rights had a net book value of $192,000 and $248,000,

43


Table of Contents

respectively, and fair value of approximately $360,000 and $404,000, respectively. The weighted average amortization period for mortgage servicing rights capitalized in 2006 is approximately 5.8 years. Mortgage loans with mortgage servicing rights capitalized totaled approximately $36.0 million at December 31, 2006 and $38.2 million at December 31, 2005. The valuation allowance for capitalized mortgage servicing rights was $39,000 at December 31, 2006, and $61,000 at December 31, 2005.
Future estimated aggregate amortization expense relating to the Bank’s mortgage servicing rights as of December 31, 2006 is as follows:
         
Year:
       
2007
  $ 58,000  
2008
    46,000  
2009
    32,000  
2010
    24,000  
2011
    11,000  
2012 and thereafter
    21,000  
 
     
Total
  $ 192,000  
 
     
Included in real estate loans at December 31, 2005 was approximately $172,000 of fixed-rate mortgage loans held for sale, there were no such loans held for sale as of December 31, 2006. The Bank enters into forward commitments to sell these loans into the secondary market prior to origination. Additionally, the Bank had 30-day forward commitments to sell mortgages as of December 31, 2006, which had not yet been funded. These commitments approximated $345,000.

44


Table of Contents

(5) Allowance for Loan Losses and Reserve for Unfunded Credit Commitments
The following represents a summary of the activity in the allowance for loan losses and the reserve for unfunded credit commitments for the years ended December 31, 2006, 2005, and 2004:
                         
    2006     2005     2004  
Components:
                       
Allowance for loan losses
                       
Balance, beginning of year
  $ 6,991,125     $ 6,092,949     $ 5,434,375  
Loans charged off:
                       
Real estate mortgage
    260,091       25,771        
Commercial
    1,785,573       1,436,463       378,914  
Consumer
    618,932       791,483       543,164  
 
                 
Total charge offs
    2,664,596       2,253,717       922,078  
Recoveries to loans previously charged off:
                       
Real estate mortgage
                 
Commercial
    283,103       120,012       69,515  
Consumer
    226,268       141,881       104,137  
 
                 
Total recoveries
    509,371       261,893       173,652  
 
                 
Net loans charged off
    2,155,225       1,991,824       748,426  
Additions to allowance charged to operations
    2,762,000       2,890,000       1,407,000  
 
                 
Balance, end of year
    7,597,900       6,991,125       6,092,949  
Reserve for unfunded credit commitments
                       
Balance, beginning of year
    454,000       307,000       524,000  
Additions (reductions) to reserve charged (credited) to operations
    (123,000 )     147,000       (217,000 )
 
                 
Balance, end of year
    331,000       454,000       307,000  
 
                 
Total allowance for loan losses and reserve for unfunded credit commitments
  $ 7,928,900     $ 7,445,125     $ 6,399,949  
 
                 
(6) Premises and Equipment
A summary of premises and equipment, and related accumulated depreciation and amortization, at December 31, 2006 and 2005 follows:
                 
    2006     2005  
Land and land improvements
  $ 2,931,820     $ 2,921,480  
Premises
    10,051,340       10,035,233  
Furniture and equipment
    5,699,571       5,397,742  
 
           
 
    18,682,731       18,354,455  
Less accumulated depreciation and amortization
    (8,800,375 )     (7,888,599 )
 
           
Premises and equipment, net
  $ 9,882,356     $ 10,465,856  
 
           
In the third quarter of 2006, the Bank signed a contract for approximately $1.2 million to purchase a new core operating system. As of December 31, 2006, approximately $320,000 of this contract had been paid; $121,000 related to hardware which is recorded in furniture and equipment and $199,000 related to software which is recorded in other assets at December 31, 2006. The remaining contract amount will be paid over the first half of 2007.
(7) Land and Facilities Held for Sale
During the first quarter of 2004, the Bank transferred two pieces of property originally acquired for future expansion, and previously recorded as premises and equipment, to land and facilities held for sale. One of the properties was sold in the fourth quarter of 2004 and a gain of approximately $43,000 was recognized as a component of noninterest income. The remaining property was sold in the second quarter of 2005 and a loss of approximately $2,600 was recognized as a component of noninterest income.

45


Table of Contents

(8)   Other Real Estate Owned
 
    At December 31, 2006, the Bank owned five foreclosed properties with a lower of cost or market value of $1,629,250. As of December 31, 2005, the Bank owned three foreclosed properties with a lower of cost or market value of $679,733. A gain or loss will be recognized upon the sale of the properties, which will be included as a component of noninterest income or expense.
 
(9)   Time Certificates of Deposit
 
    At December 31, 2006, the scheduled maturities of time deposits, including brokered certificates of deposit, with a remaining term of more than one year were:
         
Year of maturity:        
2008
  $ 8,368,703  
2009
    7,911,369  
2010
    3,813,580  
2011
    597,285  
2012 and thereafter
    14,894  
 
     
Total
  $ 20,705,831  
 
     
Included in time deposits are certificates of deposit and brokered certificates of deposit in amounts of $100,000 or more. These certificates and their remaining maturities at December 31, 2006 and 2005 are as follows:
                 
    2006     2005  
Three months or less
  $ 30,307,369     $ 29,599,143  
Three through six months
    22,630,989       16,225,630  
Six through twelve months
    27,572,446       24,527,040  
Over twelve months
    8,951,554       20,803,079  
 
           
Total
  $ 89,462,358     $ 91,154,892  
 
           
Interest expense attributable to the above deposits amounted to approximately $3,967,000, $2,810,000, and $1,472,000 in 2006, 2005, and 2004, respectively.

46


Table of Contents

(10)   Other Borrowings
 
    The Bank has a borrowing capacity of approximately $36,000,000 with the FHLBI and had an advance outstanding balance of approximately $13,481,000 and $1,785,000 at December 31, 2006 and 2005, respectively. Variable-or fixed-rate advances are available with terms ranging from one day to 10 years. An outstanding advance requires 125% collateral coverage by one-to-four family whole-mortgage loans. A summary of outstanding advances at December 31, 2006, follows:
                 
    Weighted        
    average        
Maturity   interest rate     Amount  
Short term advances:
               
Variable rate:
               
Within 6 months
    (a )   $ 12,000,000  
 
               
Long term advances:
               
Fixed rate:
               
Within one year
    7.29 %     328,623  
Two years
    7.29 %     354,913  
Three years
    7.29 %     383,307  
Four years
    7.29 %     413,970  
 
             
Total long term advance
            1,480,813  
 
             
 
          $ 13,480,813  
 
             
 
(a)   the rate on this advance at December 31, 2006 was 5.31%
(11)   Deferred Gain on the Sale of Real Estate
 
    In December 2003, the Bank sold a piece of real estate previously classified as facilities held for sale on the balance sheet and provided financing to the buyer. In accordance with SFAS No. 66, Accounting for Sales of Real Estate, the Bank deferred the gain of $299,000 on the sale under the installment method. In the first quarter of 2004, the Bank sold the loan associated with this transaction with no recourse and accordingly recognized the deferred gain as a component of noninterest income.
 
(12)   Federal Income Taxes
 
    Federal income tax expense (benefit) consists of:
                         
    2006     2005     2004  
Current
  $ 2,608,205     $ 3,387,723     $ 2,568,989  
Deferred
    (217,783 )     (503,802 )     159,167  
 
                 
Total federal income tax
  $ 2,390,422     $ 2,883,921     $ 2,728,156  
 
                 
Federal income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 34% to pretax income as a result of the following:
                         
    2006     2005     2004  
Computed “expected” tax expense
  $ 2,711,982     $ 3,192,908     $ 3,066,545  
Increase (reduction) in tax resulting from:
                       
Tax-exempt interest and dividends, net
    (318,109 )     (325,188 )     (331,745 )
Other, net
    (3,451 )     16,201       (6,644 )
 
                 
Total federal income tax
  $ 2,390,422     $ 2,883,921     $ 2,728,156  
 
                 

47


Table of Contents

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2006 and 2005 are presented below:
                 
    2006     2005  
Deferred tax assets:
               
Allowance for loan losses
  $ 2,354,604     $ 2,377,695  
Unrealized loss on securities available for sale
    187,795       312,788  
Deferred directors’ fees
    246,579       195,533  
Other
    482,152       290,218  
 
           
Total gross deferred tax assets
    3,271,130       3,176,234  
Deferred tax liabilities:
               
Deferred loan fees
    181,259       153,100  
Other
    177,361       203,414  
 
           
Total gross deferred tax liabilities
    358,620       356,514  
 
           
 
               
Net deferred tax asset
  $ 2,912,510     $ 2,819,720  
 
           
    The deferred tax assets are subject to certain asset realization tests. Management believes no valuation allowance is required at December 31, 2006, due to the combination of potential recovery of tax previously paid and the reversal of certain deductible temporary differences.
 
    Effective January 1, 2006, the Corporation recorded a $180,000 adjustment to beginning retained earnings to correct misstatements recorded in prior years relating to federal income taxes payable. The misstatements were made over a period of years and were immaterial to the results of operations for each year. See Note 27, “Impact of New Accounting Standards” in Notes to the Consolidated Financial Statements for further discussion of SEC Staff Accounting Bulletin No. 108.
 
(13)   Related Party Transactions
 
    Certain directors and executive officers, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during 2006 and 2005. Deposits from such individuals and their related interests totaled approximately $1.3 million at December 31, 2006 and $1.0 million at December 31, 2005. Loans were made to such individuals in the ordinary course of business, in accordance with the Bank’s normal lending policies, including the interest rate charged and collateralization, and do not represent more than a normal credit risk. Loans to related parties are summarized below for the periods indicated:
                 
    2006     2005  
Balance at beginning of year
  $ 6,075,400     $ 5,179,300  
New loans and related parties
    1,225,200       2,167,800  
Loan repayments
    (2,701,800 )     (1,271,700 )
 
           
Balance at end of year
  $ 4,598,800     $ 6,075,400  
 
           
(14)   Leases
 
    The Bank has a noncancelable operating lease that provides for renewal options.
 
    Future minimum lease payments under the noncancelable lease as of December 31, 2006, all due in 2007, total $34,995.
 
    Rental expense charged to operations in 2006, 2005, and 2004 amounted to approximately $60,000, $59,000, and $60,000, respectively, including amounts paid under short term, cancelable leases.
 
(15)   Retirement Plan
 
    The Bank sponsors a defined contribution money purchase thrift plan covering all employees 21 years of age or older who have completed one year of service as defined in the plan agreement. Contributions are equal to 5% of total employee earnings plus 50% of employee contributions (limited to 10% of their earnings) or the maximum amount permitted by the Internal Revenue Code. The plan expense of the Bank for 2006, 2005, and 2004 was approximately $374,000, $370,000, and $376,000, respectively.

48


Table of Contents

(16)   Long Term Incentive Plan
 
    Under its Long-Term Incentive Plan (the “Plan”) the Corporation grants stock options and restricted stock as compensation to key employees. The Corporation has not awarded any stock options under the plan to date. The restricted stock awards have a five year vesting period. The fair market value of the awards on the grant date are amortized into salary expense over the vesting period. The number of shares available for issuance under the Plan cannot exceed 200,000. A summary of the activity under the Plan for the year ended December 31, 2006 is presented below:
                 
            Weighted-Average  
Restricted Stock Awards   Shares     Fair Value  
Nonvested at January 1, 2006
    5,061     $ 27.15  
Granted
    2,244       25.93  
Vested
    (3,067 )     26.48  
Forfeited
    (138 )     28.89  
 
             
Nonvested at December 31, 2006
    4,100     $ 26.93  
 
           
    The total fair value of awards granted during the years ended December 31, 2006 and 2005 was $58,200 and $70,200, respectively. The total fair value of the awards vested during the years ended at December 31, 2006 and 2005 were $81,200 and $83,880, respectively. As of December 31, 2006, there was $110,400 of total unrecognized compensation cost related to non-vested stock awards under the Plan. That cost is expected to be recognized over a weighted-average period of 3.13 years.
 
(17)   Directors’ Stock Fee Plan
 
    Each director of the Corporation who is not an officer or employee of any subsidiary of the Corporation is eligible to participate in the Compensation Plan for Nonemployee Directors. The plan fees consist of both a fixed and variable component. The fixed component equals the per-meeting fee paid for attendance at board meetings of both the Bank and the Corporation and any committees of their respective boards. The variable component of the plan is equal to the total fixed fees paid to a specific director for services performed during the preceding calendar year, multiplied by bonus amounts, (expressed as the percentage of base compensation payable to officers of the Bank for the preceding calendar year under the Bank’s Incentive Bonus Plan). Expenses related to both fixed and variable fees are recorded as noninterest expense in the year incurred regardless of payment method. Compensation costs related to both fixed and variable stock directors’ fees included in noninterest expense in 2006, 2005, and 2004 amounted to $150,000, $120,000, and $103,000, respectively.
 
    Fixed directors’ fees may be paid in cash, to a current stock purchase account, to a deferred cash investment account, or to a deferred stock account according to each eligible director’s payment election. Current stock is issued quarterly based on the average fair market value of the stock for the preceding quarter. When deferred stock is elected, payments are credited to a deferred stock account for each participating director, and stock units are computed quarterly based on the average fair market value of the stock for the preceding quarter. When dividends are declared, they are computed based on the stock units available in each director’s deferred account, are reinvested in stock units and charged to expense. The units are converted to shares and issued to participating directors upon retirement. As of December 31, 2006, there were approximately 23,800 shares earned and available for distribution in the fixed-fee deferred stock accounts.
 
    Variable directors’ fees may be paid to a current stock purchase account or to a deferred stock account. Current stock is issued based on the average fair market value of the stock for the preceding quarter. Deferred stock units are computed for directors electing to use a deferred stock account, and dividends are reinvested throughout the year as declared. As of December 31, 2006, there were approximately 6,000 shares earned and available for distribution in the variable-fee deferred stock accounts. In September 2004, the Corporation reclassified Deferred Directors’ Compensation related to fixed and variable fees associated with deferred stock accounts from a liability to a component of equity. Prior periods were not reclassified as the impact of this change was determined not to be significant.

49


Table of Contents

(18)   Employees’ Stock Purchase Plan
 
    The Employees’ Stock Purchase Plan allows eligible employees to purchase shares of common stock, no par value, of FNBH Bancorp, Inc. at a price less than market price under Section 423 of the Internal Revenue Code of 1986 as amended. Eligible employees must have been continuously employed for one year, must work at least 20 hours per week, and must work at least five months in a calendar year. Since the adoption of the plan, the purchase price for each share of stock was 85% of fair market value of a share of stock on the purchase date. Effective April 1, 2005, the purchase price for each share of stock is 95% of fair market value of a share of stock on the purchase date.
 
(19)   Financial Instruments with Off-Balance-Sheet Risk
 
    The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are loan commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated balance sheets.
 
    The Bank’s exposure to credit loss in the event of the nonperformance by the other party to the financial instruments for loan commitments to extend credit and letters of credit is represented by the contractual amounts of these instruments. The Bank uses the same credit policies in making credit commitments as it does for on-balance-sheet loans.
 
    Financial instruments whose contract amounts represent credit risk at December 31, 2006 and 2005 are as follows:
                 
    2006     2005  
Consumer
  $ 11,690,317     $ 16,258,000  
Commercial construction
    8,564,026       9,372,000  
Commercial
    49,405,506       41,398,000  
Total credit commitments
  $ 69,659,849     $ 67,028,000  
 
           
Loan commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable; inventory; property, plant, and equipment; residential real estate; and income-producing commercial properties. Market risk may arise if interest rates move adversely subsequent to the extension of commitments.
As of December 31, 2006 and 2005, the Bank had outstanding irrevocable standby letters of credit, which carry a maximum potential commitment of approximately $3,276,000 and $3,200,000, respectively. These letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The majority of these letters of credit are short term guarantees of one year or less, although some have maturities which extend as long as two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Bank primarily holds real estate as collateral supporting those commitments for which collateral is deemed necessary. The extent of collateral held on those commitments at December 31, 2006 and 2005, where there is collateral, is in excess of the committed amount. A letter of credit is not recorded on the balance sheet until a customer fails to perform.

50


Table of Contents

(20)   Capital
 
    The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct, material effect on the Corporation’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Corporation’s and the Bank’s capital classification are also subject to qualitative judgments by regulators with regard to components, risk weightings, and other factors.
 
    Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined).
 
    The most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the institution’s category.
 
    The Corporation’s and the Bank’s actual capital amounts and ratios are also presented in the following table as of December 31, 2006 and 2005:
                                                 
                                    To be well capitalized  
                    Minimum for     under prompt corrective  
    Actual     capital adequacy purposes     action provision  
          As of December 31, 2006   Amount     Ratio     Amount     Ratio     Amount     Ratio  
Total Capital (to risk weighted assets) Bank
  $ 55,200,000       13.56 %   $ 32,558,000       ³ 8 %   $ 40,697,000       ³ 10 %
FNBH Bancorp
    55,479,000       13.63 %     32,558,000       ³ 8 %     N/A       N/A  
Tier 1 Capital (to risk weighted assets) Bank
    50,078,000       12.31 %     16,279,000       ³ 4 %     24,418,000       ³ 6 %
FNBH Bancorp
    50,357,000       12.37 %     16,279,000       ³ 4 %     N/A       N/A  
Tier 1 Capital (to average assets) Bank
    50,078,000       10.80 %     18,542,000       ³ 4 %     23,177,000       ³ 5 %
FNBH Bancorp
    50,357,000       10.86 %     18,546,000       ³ 4 %     N/A       N/A  
                                                 
          As of December 31, 2005   Amount     Ratio     Amount     Ratio     Amount     Ratio  
Total Capital (to risk weighted assets) Bank
  $ 54,723,000       13.89 %   $ 31,520,000       ³ 8 %   $ 39,400,000       ³ 10 %
FNBH Bancorp
    55,009,000       13.96 %     31,521,000       ³ 8 %     N/A       N/A  
Tier 1 Capital (to risk weighted assets) Bank
    49,767,000       12.63 %     15,760,000       ³ 4 %     23,640,000       ³ 6 %
FNBH Bancorp
    50,053,000       12.70 %     15,760,000       ³ 4 %     N/A       N/A  
Tier 1 Capital (to average assets) Bank
    49,767,000       10.58 %     18,810,000       ³ 4 %     23,512,000       ³ 5 %
FNBH Bancorp
    50,053,000       10.64 %     18,810,000       ³ 4 %     N/A       N/A  

51


Table of Contents

(21)   Net Income per Common Share
 
    Basic net income per common share is computed by dividing net income applicable to common stock by the weighted average number of shares of common stock and deferred director fee stock units outstanding during the period. Diluted net income per common share is computed by dividing net income applicable to common stock by the weighted average number of shares and deferred director fee stock units outstanding and potential common stock outstanding, such as shares of unvested restricted stock outstanding during the period, of which there were 53 shares as of December 31, 2006, and 372 shares as of December 31, 2005, calculated under the treasury stock method.

The following table presents basic and diluted net income per share:
                         
    2006     2005     2004  
Weighted average basic shares outstanding
    3,177,093       3,200,146       3,185,025  
Effect of dilutive restricted stock
    53       372       1,117  
 
                 
Weighted average diluted shares outstanding
    3,177,146       3,200,518       3,186,142  
 
                       
Net income
  $ 5,585,996     $ 6,506,986     $ 6,291,095  
 
                       
Basic net income per share
  $ 1.76     $ 2.03     $ 1.98  
Diluted net income per share
  $ 1.76     $ 2.03     $ 1.97  
(22)   Contingent Liabilities
 
    The Corporation is subject to various claims and legal proceedings arising out of the normal course of business, none of which, in the opinion of management, based on the advice of legal counsel, is expected to have a material effect on the Corporation’s financial position or results of operations.
 
(23)   Fair Value of Financial Instruments
 
    SFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires disclosure of fair-value information about financial instruments for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair-value estimates cannot be substantiated by comparison to independent markets and, in many cases, cannot be realized in immediate settlement of the instrument.
 
    Fair-value methods and assumptions for the Corporation’s financial instruments are as follows:
 
    Cash and cash equivalents — The carrying amounts reported in the consolidated balance sheet for cash and short term investments reasonably approximate those assets’ fair values.
 
    Certificates of deposit — The carrying amounts reported in the consolidated balance sheet for certificates of deposit reasonably approximate those assets’ fair values.
 
    Investment and mortgage-backed securities — Fair values for investment and mortgage-backed securities are based on quoted market prices.
 
    FHLBI and FRB stock — The carrying amounts reported in the consolidated balance sheet for FHLBI and FRB stock reasonably approximate those assets’ fair values.
 
    Loans — For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are generally based on carrying values. The fair value of fixed-rate loans is estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
 
    Accrued interest income — The carrying amount of accrued interest income is a reasonable estimate of fair value.

52


Table of Contents

Deposit liabilities — The fair value of deposits with no stated maturity, such as demand deposit, NOW, savings, and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is estimated using rates currently offered for wholesale funds with similar remaining maturities.
Other borrowings — The fair value of other borrowings is estimated based on quoted market prices.
Accrued interest payable — The carrying amount of accrued interest payable is a reasonable estimate of fair value.
Off-balance-sheet instruments — The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of commitments to extend credit, including letters of credit, is estimated to approximate their aggregate book balance and is not considered material and therefore not included in the following table.
The estimated fair values of the Corporation’s financial instruments are as follows:
                                 
    2006   2005
    Carrying   Fair   Carrying   Fair
    value   value   value   value
Financial assets:
                               
Cash and cash equivalents
  $ 19,121,000     $ 19,121,000     $ 24,102,000     $ 24,102,000  
Certificates of deposit
    4,711,000       4,711,000       7,166,000       7,129,000  
Investment and mortgage-backed securities
    53,219,000       53,441,000       61,220,000       61,557,000  
FHLBI and FRB stock
    995,000       995,000       1,154,000       1,154,000  
Loans, net
    376,983,000       376,688,000       365,864,000       364,595,000  
Accrued interest income
    2,630,000       2,630,000       2,453,000       2,453,000  
 
                               
Financial liabilities:
                               
Deposits:
                               
Demand
  $ 62,681,000     $ 62,681,000     $ 71,415,000     $ 71,415,000  
NOW
    41,275,000       41,275,000       40,740,000       40,740,000  
Savings and money market accounts
    113,906,000       113,906,000       133,865,000       133,865,000  
Time deposits
    170,127,000       169,644,000       145,928,000       144,868,000  
Brokered certificates
    17,555,000       17,514,000       30,137,000       29,985,000  
Other borrowings
    13,481,000       13,506,000       1,785,000       1,877,000  
Accrued interest expense
    1,099,000       1,099,000       813,000       813,000  
Limitations
Fair-value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discounts that could result from offering for sale at one time the Corporation’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Corporation’s financial instruments, fair-value estimates are based on judgments regarding future loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
(24) Dividend Restrictions
On a parent company-only basis, the Corporation’s only source of funds is dividends paid by the Bank. The ability of the Bank to pay dividends is subject to limitations under various laws and regulations and to prudent and sound banking principles. The Bank may declare a dividend without the approval of the Office of the Comptroller of the Currency (OCC) unless the total dividends in a calendar year exceeds the total of its net profits for the year combined with its retained profits of the two preceding years. Under these provisions, approximately $9.4 million was available for dividends on December 31, 2006, without the approval of the OCC.

53


Table of Contents

(25) Condensed Financial Information — Parent Company Only
The condensed balance sheets at December 31, 2006 and 2005, and the condensed statements of income and cash flows for the years ended December 31, 2006, 2005, and 2004, of FNBH Bancorp, Inc. follow:
Condensed Balance Sheets
                 
    2006     2005  
Assets:
               
Cash
  $ 22,216     $ 52,955  
Investment in subsidiaries:
               
First National Bank in Howell
    48,908,786       48,354,429  
H.B. Realty Co.
    1,000       1,000  
FNBH Mortgage Company, LLC
    805,000       805,000  
Other assets
    255,472       235,962  
 
           
Total assets
  $ 49,992,474     $ 49,449,346  
 
           
 
               
Liabilities and Stockholders’ Equity:
               
Other liabilities
  $     $ 3,021  
Stockholders’ equity
    49,992,474       49,446,325  
 
           
Total liabilities and stockholders’ equity
  $ 49,992,474     $ 49,449,346  
 
           
Condensed Statements of Income
                         
    Year ended December 31  
    2006     2005     2004  
Operating income:
                       
Dividends from subsidiaries
  $ 5,548,912     $ 1,975,313     $ 1,680,000  
 
                 
Total operating income
    5,548,912       1,975,313       1,680,000  
 
                 
Operating expenses:
                       
Administrative and other expenses
    94,640       88,014       97,032  
 
                 
Total operating expenses
    94,640       88,014       97,032  
 
                 
Income before equity in undistributed net income of subsidiaries
    5,454,272       1,887,299       1,582,968  
Equity in undistributed net income of subsidiaries
    131,724       4,619,687       4,708,127  
 
                 
Net income
  $ 5,585,996     $ 6,506,986     $ 6,291,095  
 
                 

54


Table of Contents

Condensed Statements of Cash Flows
                         
    Year ended December 31  
    2006     2005     2004  
Cash flows from operating activities:
                       
Net income
  $ 5,585,996     $ 6,506,986     $ 6,291,095  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Decrease (increase) in other assets
    (19,510 )     23,145       (1,256 )
Increase (decrease) in other liabilities
    (3,021 )     3,021       (24,700 )
Change in long term incentive plan and deferred compensation
    270,596       253,996       263,635  
Equity in undistributed net income of subsidiaries
    (131,724 )     (4,619,687 )     (4,708,127 )
 
                 
 
    116,341       (4,339,525 )     (4,470,448 )
 
                 
Net cash provided by operating activities
    5,702,337       2,167,461       1,820,647  
 
                 
Cash flows from investing activities:
                       
Investments in and advancements to subsidiary, net
          188,624       (10,000 )
 
                 
Net cash provided by (used in) investing activities
          188,624       (10,000 )
 
                 
Cash flows from financing activities:
                       
Dividends paid
    (2,656,404 )     (2,547,690 )     (2,286,173 )
Common stock issued
    30,623       95,975       109,521  
Repurchases of common stock
    (3,107,295 )            
Transfer from subsidiary for directors’ deferred compensation
                437,211  
 
                 
Net cash used in financing activities
    (5,733,076 )     (2,451,715 )     (1,739,441 )
 
                 
Net increase (decrease) in cash
    (30,739 )     (95,630 )     71,206  
Cash at beginning of year
    52,955       148,585       77,379  
 
                 
Cash at end of year
  $ 22,216     $ 52,955     $ 148,585  
 
                 

55


Table of Contents

26) Quarterly Financial Data — Unaudited
The following table presents summarized quarterly data for each of the two years ended December 31:
                                 
    Quarters ended in 2006
    March 31   June 30   September 30   December 31
Selected operations data:
                               
Interest and dividend income
  $ 7,878,354     $ 7,939,134     $ 8,005,475     $ 7,995,981  
Net interest income
    5,785,978       5,535,772       5,213,490       4,988,430  
Provision for loan losses
    600,000       754,000       785,000       500,000  
Income before federal income taxes
    2,306,927       1,935,617       2,001,409       1,732,465  
Net income
    1,602,748       1,353,597       1,398,688       1,230,963  
 
Basic net income per share
    0.50       0.42       0.44       0.40  
Diluted net income per share
    0.50       0.42       0.44       0.40  
Cash dividends per share
    0.21       0.21       0.21       0.21  
                                 
    Quarters ended in 2005
    March 31   June 30   September 30   December 31
Selected operations data:
                               
Interest and dividend income
  $ 6,763,696     $ 7,211,160     $ 7,600,435     $ 7,739,616  
Net interest income
    5,287,037       5,526,081       5,693,856       5,753,936  
Provision for loan losses
    366,000       1,178,000       500,000       993,000  
Income before federal income taxes
    2,396,046       1,625,570       2,810,160       2,559,131  
Net income
    1,660,950       1,158,670       1,924,460       1,762,906  
 
Basic net income per share
    0.52       0.36       0.60       0.55  
Diluted net income per share
    0.52       0.36       0.60       0.55  
Cash dividends per share
    0.19       0.19       0.21       0.21  
(27) Impact of New Accounting Standards
During the first quarter of fiscal 2006, the Corporation adopted the provisions of the Financial Accounting Standards Board’s (FASB) Statement No. 123(R), Share-Based Payment. The Corporation has two plans affected by the issuance of this Statement. The Long Term Incentive Plan allows for the granting of stock options to certain employees; however, the Corporation has not, to date, issued any options under this plan. Consequently, the Statement has no impact on the Corporation’s results of operations or financial condition relating to stock options until such time as options are granted. The second plan affected is the Employee Stock Purchase Plan (ESPP). The Statement allows for ESPP shares to be issued at ninety-five percent of fair market value as of the grant date with no compensation expense recognized. Effective April 1, 2005, the Corporation’s plan allows for the purchase of shares at ninety-five percent of fair market value as of the grant date, thus no compensation expense was recognized upon the effectiveness of SFAS 123(R). Also, in accordance with the requirements of the pronouncement, the Corporation reclassified unearned long term incentive compensation to common stock in the Corporation’s consolidated balance sheet as of December 31, 2005. The adoption of SFAS 123(R) did not have a significant impact on the Corporation’s consolidated financial statements or results of operations.
In September 2006, the FASB issued Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, which is an amendment of Statement No. 87, Employers’ Accounting for Pensions, Statement No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pensions Plans and for Termination Benefits, Statement No. 106, Employers’ for Accounting for Postretirement Benefits Other Than Pensions, and Statement No. 132 (R), Employers’ Disclosures about Pensions and Other Postretirement Benefits. This statement requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The employer must measure the funded status of a plan as of the date or its year-end statement of financial position. The statement is effective for the Corporation as of December 31, 2006. Management has completed its review of the new guidance and has concluded it has no impact on the Corporation’s results of operations or financial position as the Corporation has no defined benefit postretirement plans.

56


Table of Contents

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108, Quantifying Misstatements in Financial Statements. The SAB was effective for the Corporation for the year ending December 31, 2006. The SAB outlines an approach registrants should use to quantify the misstatement of current year financial statements that results from misstatements of prior year financial statements. The SAB requires the registrant to use a combination of the two approaches for quantifying misstatements that are currently used. This “dual” approach requires the registrant to quantify and evaluate errors using both an income statement and a balance sheet assessment of any misstatement. Management has completed its review and adopted the new guidance effective January 1, 2006. The impact of the adoption was an increase in beginning retained earnings of $180,000, related to accrued federal income taxes.
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies to other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. This Statement does not require any new fair value measurements and is effective for the Corporation beginning January 1, 2008. Management has not completed its review of the new guidance; however, the effect of the Statement’s implementation is not expected to be material to the Corporation’s financial statements or results of operations.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, which is an interpretation of FASB Statement No. 109, Accounting for Income Taxes. This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Interpretation is effective for the Corporation beginning January 1, 2007. Management has completed its review of the new guidance and has concluded that there will be no effect of the Interpretation’s implementation on the Corporation’s results of operations or financial position.
In March 2006, the FASB issued Statement No. 156, Accounting for Servicing of Financial Assets, which is an amendment of Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. The Statement requires all separately recognized servicing assets and liabilities to be initially measured at fair value, if practicable. It permits entities to choose either the amortization method or the fair value measurement method subsequently measuring each class of separately recognized servicing assets and servicing liabilities. The Statement is intended to simplify the accounting for servicing assets and liabilities, particularly for those entities that use derivative instruments, which are required to be accounted for at fair value, to mitigate the risks inherent in servicing assets and servicing liabilities. The Statement is effective for the Corporation beginning January 1, 2007. Management has completed its review of the new guidance and has concluded that there will be no effect of the Statement’s implementation on the Corporation’s results of operations or financial position.
In February 2006, the FASB issued Statement No. 155, Accounting for Certain Hybrid Financial Instruments, which is an amendment of Statement No. 133, Accounting for Derivatives and Hedging Activities, and Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. This Statement permits fair value re-measurement for any hybrid financial instrument containing an embedded derivative that otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement No. 133; establishes a requirement to evaluate interests in securitized financial assets to identify them as freestanding derivatives or as hybrid financial instruments containing an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and amends Statement No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument pertaining to a beneficial interest other than another derivative financial instrument. Statement No. 155 is effective for all financial instruments acquired or issued after January 1, 2007. Management has completed its review of the new guidance and has concluded that there will be no effect of the Statement’s implementation on the Corporation’s results of operations or financial position.
In February 2007, the FASB issued Statement No. 159, The Fair value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure eligible items at fair value at specified election dates. For items for which the fair value option has been elected, unrealized gains and losses are to be reported in earnings at

57


Table of Contents

each subsequent reporting date. The fair value option is irrevocable unless a new election date occurs, may be applied instrument by instrument, with a few exceptions, and applies only to entire instruments and not to portions of instruments. This Statement provides an opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting. Statement No. 159 is effective for the Corporation beginning January 1, 2008. Management has not completed its review of the new guidance; however, the effect of the Statement’s implementation is not expected to be material to the Corporation’s results of operations or financial position.
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
1. Evaluation of Disclosure Controls and Procedures. With the participation of management, the Corporation’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Corporation’s disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of December 31, 2006, have concluded that, as of such date, the Corporation’s disclosure controls and procedures were effective.
2. Management’s Annual Report on Internal Control Over Financial Reporting. The Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the Corporation. The Corporation’s internal control system was designed to provide reasonable assurance to the Corporation regarding the preparation and fair presentation of published financial statements. The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on this assessment and those criteria, the Corporation’s management concluded that, as of December 31, 2006, the Corporation’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been detected.
3. Attestation Report of the Registered Independent Public Accounting Firm. BDO Seidman, LLP, an independent registered public accounting firm that audited the consolidated financial statements of the Corporation for the year ended December 31, 2006, has issued an attestation report on management’s assessment of the effectiveness of the Corporation’s internal control over financial reporting. The report is set forth on page 32.
4. Change in Internal Control Over Financial Reporting. During the fourth quarter ended December 31, 2006, there were no changes in the Corporation’s Internal Control Over Financial Reporting that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
Item 9B. Other Information.
None

58


Table of Contents

PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors
The information with respect to Directors and Nominees of the Registrant and compliance with Section 16(a) of the Exchange Act is set forth under the caption “Election of Directors” and Section 16(a) “Beneficial Ownership Reporting Compliance” in our definitive proxy statement, to be filed with the Commission relating to the May 16, 2007 Annual Meeting of Shareholders, is incorporated herein by reference.
Executive Officers
The information called for by this item is contained in Part I of this Form 10-K Report.
We have adopted a Code of Ethics for our chief executive officer and senior financial officers. A copy of our Code of Ethics is available upon request by writing to the Corporation’s Chief Financial Officer at 101 East Grand River, Howell, Michigan 48843 and is available on our website at www.fnbsite.com.
Corporate Governance
The information with respect to Corporate Governance set forth under the caption “Corporate Governance and Board Matters” in our definitive proxy statement, to be filed with the Commission relating to the May 16, 2007 Annual meeting of Shareholders, is incorporated herein by reference.
Item 11. Executive Compensation.
The information set forth under the caption “Executive Compensation Table” in our definitive proxy statement, to be filed with the Commission relating to the May 16, 2007 Annual Meeting of Shareholders, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information set forth under the caption “Ownership of Common Stock” on page X of the Corporation’s definitive proxy statement, as filed with the Commission relating to the May 16, 2007 Annual Meeting of Shareholders, is incorporated herein by reference.
The following information is provided under Item 201(d):
                         
                    Number of securities remaining
    Number of securities to be   Weighted – average   available for future issuance
    issued upon exercise of   exercise price of   under equity compensation
    outstanding options,   outstanding options,   plans (excluding securities
    warrants, and rights   warrants, and rights   reflected in column (a))
Plan Category   (a)   (b)   (c)
Equity compensation plans approved by security holders
    0       0       258,812  (1)
 
(1)   Includes 162,062 shares available under the Long Term Incentive Plan, 60,346 shares available under the Compensation Plan for Nonemployee Directors and 36,404 shares included under the Employee Stock Purchase Plan.
Item 13. Certain Relationships, Related Transactions and Director Independence.
The information set forth under the caption “Certain Transactions with Management” and “Corporate Governance and Board Matters” in our definitive proxy statement, to be filed with the Commission relating to the May 16, 2007, Annual Meeting of Shareholders, is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information set forth under the caption “Audit Matters and Our Relationship with Our Independent Auditors” in our definitive proxy statement, to be filed with the Commission relating to the May 16, 2007, Annual Meeting of Shareholders, is incorporated herein by reference. Information under the caption “Report of Our Audit Committee” in our definitive proxy statement is not incorporated by reference herein and is also not deemed to be filed with the Securities and Exchange Commission.

59


Table of Contents

PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents filed as part of this report on Form 10-K.
1.   Financial Statements
The financial statements are set forth under Item 8 of this report of 10-K.
2.   Financial Statement Schedule
Not applicable.
3.   Exhibits (Numbered in accordance with Item 601 of Regulation S-K)
The Exhibit Index is located on the final page of this report on Form 10-K.

60


Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, dated March 5, 2007.
FNBH BANCORP, INC.
     
/s/ Barbara Draper
  Barbara Draper, President & Chief Executive Officer
 
   (Principal Executive Officer)
 
   
/s/ Janice B. Trouba
  Janice B. Trouba, Chief Financial Officer
 
   (Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Each director of the Registrant, who’s signature appears below, hereby appoints Barbara Draper and Janice B. Trouba, and each of them severally, as his or her attorney-in-fact, to sign in his or her name and on his or her behalf, as a director of the Registrant, and to file with the Commission any and all Amendments to this Report on Form 10-K.
                 
    Signature   Date        
 
               
W. Rickard Scofield, Chairman of the Board
  /s/ W. Rickard Scofield   March 5, 2007        
 
 
 
 
 
       
 
               
Randolph E. Rudisill, Vice Chairman of the Board
  /s/ Randolph E. Rudisill   March 5, 2007        
 
 
 
 
 
       
 
               
Athena Bacalis, Director
  /s/ Athena Bacalis   March 5, 2007        
 
 
 
 
 
       
 
               
Gary R. Boss, Director
  /s/ Gary R. Boss   March 5, 2007        
 
 
 
 
 
       
 
               
Barbara Draper, Director
  /s/ Barbara Draper   March 5, 2007        
 
 
 
 
 
       
 
               
Richard F. Hopper, Director
  /s/ Richard F. Hopper   March 5, 2007        
 
 
 
 
 
       
 
               
Dona Scott Laskey, Director
  /s/ Dona Scott Laskey   March 5, 2007        
 
 
 
 
 
       
 
               
James R. McAuliffe, Director
  /s/ James R. McAuliffe   March 5, 2007        
 
 
 
 
 
       
 
               
John M. Pfeffer, Director
  /s/ John M. Pfeffer   March 5, 2007        
 
 
 
 
 
       
 
               
R. Michael Yost, Director
  /s/ R. Michael Yost   March 5, 2007        
 
 
 
 
 
       

61


Table of Contents

EXHIBIT INDEX
          The following exhibits are filed herewith, indexed according to the applicable assigned number:
     
Exhibit
   
Number    
 
(21)
  Subsidiaries of the Registrant
 
   
(23)
  Consent of BDO Seidman, LLP
 
   
(24)
  Power of Attorney (included in signature section)
 
   
(31.1)
  Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
(31.2)
  Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
(32.1)
  Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
 
   
(32.2)
  Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. 1350).
The following exhibits, indexed according to the applicable assigned number, were previously filed by the Registrant and are incorporated by reference in this Form 10-K Annual Report.
         
Exhibit
       
Number       Original Filing Form and Date
 
(3.1)
  Restated Articles of Incorporation of the Registrant   Exhibit 3.1 of Form 10, effective June 30, 1995 (“Form 10”)
 
       
(3.2)
  Amendment to the Corporation’s Articles of Incorporation to Increase Authorized Shares   Appendix I of Proxy Statement dated March 17, 1998
 
       
(3.3)
  Bylaws of the Registrant   Exhibit 3.2 of Form 10
 
       
(4)
  Form of Registrant’s Stock Certificate   Exhibit 4 of Form 10
 
  Material Contracts:    
 
       
(10.1)
  Howell Branch Lease Agreement   Exhibit 10.2 to Form 10
 
       
(10.2)
  Corporation’s Long Term Incentive Plan*   Appendix II of Proxy Statement dated March 17, 1998
 
       
(10.3)
  FNBH Bancorp Inc. Employees’ Stock Purchase Plan   Exhibit 4 to Registration Statement on Form S-8 (Reg. No. 333-46244)
 
       
(10.4)
  Amended and Restated Compensation Plan for Nonemployee Directors*   Appendix II of Proxy Statement dated March 15, 2002
 
       
(10.5)
  FNBH Bancorp Inc Employees’ Stock Purchase Plan as amended January 20, 2005   Exhibit 10 to Form 10-K dated March 7, 2006
 
*   Represents a compensation plan

62

EX-21 2 k12907exv21.htm SUBSIDIARIES OF THE REGISTRANT exv21
 

EXHIBIT 21
SUBSIDIARIES
     
Name   Jurisdiction of Incorporation  
First National Bank in Howell
  Michigan
H.B. Realty Co
  Michigan

63

EX-23.1 3 k12907exv23w1.htm CONSENT OF BDO SEIDMAN, LLP exv23w1
 

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FNBH Bancorp, Inc.
Howell, Michigan
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-46244) of FNBH Bancorp, Inc. of our reports dated March 1, 2007, relating to the consolidated financial statements, and the effectiveness of FNBH Bancorp, Inc.’s internal control over financial reporting, which appear in this Form 10-K.
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
March 1, 2007

64

EX-31.1 4 k12907exv31w1.htm 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER exv31w1
 

EXHIBIT 31.1
CERTIFICATE OF THE
CHIEF EXECUTIVE OFFICER OF
FNBH BANCORP, INC.
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:
I, Barbara Draper, certify that:
1.   I have reviewed this annual report on Form 10-K of FNBH Bancorp, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
  a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
 
  c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
     
Date: March 5, 2007
   
 
   
/s/ Barbara Draper
   
 
Barbara Draper
   
Chief Executive Officer
   

65

EX-31.2 5 k12907exv31w2.htm 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER exv31w2
 

EXHIBIT 31.2
CERTIFICATE OF THE
CHIEF FINANCIAL OFFICER OF
FNBH BANCORP, INC
.
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:
I, Janice B. Trouba, certify that:
1.   I have reviewed this annual report on Form 10-K of FNBH Bancorp, Inc;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
  a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
 
  c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting
     
Date: March 5, 2007
   
 
   
/s/ Janice B. Trouba 
   
 
Janice B. Trouba
   
Chief Financial Officer
   

66

EX-32.1 6 k12907exv32w1.htm 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER exv32w1
 

EXHIBIT 32.1
CERTIFICATE OF THE
CHIEF EXECUTIVE OFFICER OF
FNBH BANCORP, INC
.
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):
     I, Barbara Draper, Chief Executive Officer of FNBH Bancorp, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:
     (1) The annual report on Form 10-K for the annual period ended December 31, 2006, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and;
     (2) The information contained in this annual report on Form 10-K for the annual period ended December 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of FNBH Bancorp, Inc.
             
    FNBH BANCORP, INC.    
 
           
Date: March 5, 2007
  By:   /s/ Barbara Draper     
 
     
 
Barbara Draper
   
 
  Its:   Chief Executive Officer    
The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to FNBH Bancorp, Inc. and will be retained by FNBH Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

67

EX-32.2 7 k12907exv32w2.htm 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER exv32w2
 

EXHIBIT 32.2
CERTIFICATE OF THE
CHIEF FINANCIAL OFFICER OF
FNBH BANCORP, INC
.
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):
     I, Janice B. Trouba, Chief Financial Officer of FNBH Bancorp, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:
     (1) The annual report on Form 10-K for the annual period ended December 31, 2006, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and;
     (2) The information contained in this annual report on Form 10-K for the annual period ended December 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of FNBH Bancorp, Inc.
             
    FNBH BANCORP, INC.    
 
           
 
  By:   /s/ Janice B. Trouba     
Date: March 5, 2007
     
 
Janice B. Trouba
   
 
  Its:   Chief Financial Officer    
The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to FNBH Bancorp, Inc. and will be retained by FNBH Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff up

GRAPHIC 8 k12907k1290701.gif GRAPHIC begin 644 k12907k1290701.gif M1TE&.#EA1P+,`<00`("`@$!`0,#`P/#P\!`0$.#@X-#0T*"@H#`P,&!@8"`@ M(+"PL'!P<)"0D%!04````/___P`````````````````````````````````` M`````````````````````````"'Y!`$``!``+`````!'`LP!``7_("2.9&F> M:*JN;.N^<"S/=&W?>*[O?.__P*!P2"P:C\BD$PNF\_HM'K-;KO?\+A\3J_;[_B\?L_O^_^`@8*#A(6&AXB)BHN,C8Z/ MD)&2DY25EI>8F9J;G)V>GZ"AHJ.DI::GJ*FJJZRMKJ^PL;*SM+6VM[BYNKN\ MO;Z_P,'"P\3%QL?(R+CY.7FY^CI MZNOL[>[O\/'R\_3U]O?X^?K[_/W^_P`#"AQ(L*#!@P@3*ES(L*'#AQ`C2IQ( ML:+%BQ@S:MS(L:/'CR!#BAQ)LJ3)DRA3_ZIR8@L.!E@9]0:PQX0'2`"`0.!#R%H(`!S@<]1RBH M2;:LV;-HTZI=R[:MV[=PX\J=2[>NW;MX\^K=R[>OW[]Z91I94)-`@:DU%T"@ M*H+Q"`,"!"1`$+FRYS+FSY\^@0XL>3;JTZ=.H4ZM>S;JUZ]>P8YO> M6L0`@`(%""084#6`@L6"'9<`<#.J\1,##(@(<+,H!``/("!MW.`$\>/822PU MD!L`S0,#F$-PH&!`@P>T25S/GKW`V`<(K`:`24"Y`0(P$Z!8SSZ[`.6/.3>" M5BGPU]^!,QB(X/^"+BC(X(,%%@?AA/M)2.&%(SB(X80:;OA@AQXN"&*(!XY( M(GLFGHA=BBH:QV*+4+T(HT\RSLA2C3:JA&..*.W(HTD^_DA2D$**1&21!PDP M%%$X'0``@!`L`(!B%2*YT7PQ08```0@\H!@#-CW@E7466FD1`6-"(,`#18G' M&'0E0"899;+5:>>=>.:IYYY\]NGGGX#.=H0!-@4@$YS/L@A5!4P(O.1E=HFL652J99G*$@*&C0G?JJ28BG MI0.$/3795#W19%6L9M]-),-^WTTU!'+?745%=M]=589ZWUUEQ/+6`1`*`Y*I.>M]]Y\]^WWWX`'+OC@A!=N^.&()Z[XWV$5 M42JN#37PR5QEH-Y]N?#89[Y_SQF"1"`54=IJ5_D5(8^.L/1 M18[`48>*N>7,K^,SK0@".)#M"`V4#:7KN;LK>O$(?8Q\.*//TWYYD>#?OK/K,]^,^Z_OTS\\B=#?_W' MW(]_,?KO/TS__@L&``.(BN!9"UO:@D#P$C"\RQ&0'&N*#K)F]R;;$>!;#GQ@ M.`;`MNCD"@*341T$6$<")_VL:RA,H0I7R,(6NO"%,(RA#&Y#!U/@];8B6]L MHL/H\!!56/2&V\82@/]340L".WM``T4PP#"*`E$Q\U*4X,,EW+EQ&R)KTI,> MXQT,9O".]&@C(&LAR$'.HI"&C`4B$_F*13*R%8Y\Y"HB*#`4H0_F)49*R$Z8\Y292J0(`# M'$`!K7L!31HP3J,@Q3L@9(I3P'C-49!,/3#9B@"6^0+[@.56!.**5WA%`M_] ML(D`#:A`!TK0@AKTH`AUH@D6`"5D=8X&-)$98F"BF"^.P(2^H:%&-\K1CGK_ M]*,@#:E(HV9#-L+S@B30)@P*0!@`\.98OJ%BVJS83E(<@$J$NN<(WAF#Y"RG M.6R,SG06HU(V7K&FF,B--\>2LQ$84P9+P8UNOA.>FY#'/.AA)U)!`:::#`]1 M,2A`E^`C'_K8)YFV`M=61;&`8M&&9$,))PS^0P+(E""?6EUK*OQXA&#JU0KF M88)?_TH%)PGVJ(2E!'=,<)^9]A6QB87$`,;J@&\M`#]%-<)@(UN$E]1$,&#J M)C`AR]E&."LR2YDF4YRPV=(&(3PD"$"7$+#&)+36M3\00#5II[:.KC%*"`F10>T M7AA@=;FM(H!T@J/-]VSJR5".LI2G3.4J6_G*=O'O`H)"I1G;X#SQZ:),25`` MU-(I4&A.LYK7S.8VN_G-<":-?!<:%#GE`%D)$+-%K0GD16PYQCN5@6Y_ZBNC M_*8K7ZDF3?OLB`54ESL,MO\.6&ARFP64I3'@#?'S/:!=^L8@L&$-HQ MA;JR.-$)3UC\Z420.M)`\'2K1ZWHQ\ZZ$?"=;W1OO8<&."#'[>7U(L0*ZQ_( M6M@H,"Q^=XWL/.11N\QN]AV>;=MH2SL-<[YKL7UP[$]KV`34UO6U^3!/S@PE MV.-V-ENVW8-N,WI-='@Q'H=L%Y?=(S`/DT98,FOUD=4< M3\.Q5*#Q%>1&`5U2#'2B.<>8H3SE9VCY,T$^DZRN:CQ-16-S&F4M,\?YZ$A/ MNM+_E\[TIJ]XFEK?.]:Y[_>M@#_N4P1MUM$Q=!"^Q M<;=T,^8-XYP-7CZ!#O%&R'=[U-'8A'*$>WZST1-+DN M`V1'NT0QX'9Y/;P:>(.EV7F\!=QRFU=Z]TL%"N_FDA\#,L\BUWF'7@TL$\J2 MEJ+&T9Y>#=3*-@/*\_#7CX&_*IA2[6T?A@64GLSTO#COQ^#2%01_X\,G/@N. MC][DB_[W.ST[#MS=Y\GF.B?0U[?SR8"M-1)SX3:@?O7Q`^*A8(N;?6\P^+?/ M!!*7A0#I5S_[R^#K$A>?M>N??R#$_^D!*&E*"8=\^O<%_U!$%@20;P(X@%QP M'FAC(!?"'`KEQ>0KW@5SP+"G` M`/%G;/EG@D`P=RFP7#/`>8+A2PFT0+7U'"WH@CX0=^#&"0$/$.142.5A5JXA5S8A5[XA1IE7#H7)=*' M+`R@9\'10VL#1`G5AF[XAG`8AW(XATU4:XRR%F$AF@3>4H8!677@#/@ M'@J@''P(.G_TATN(@%(R8D'Q*V;T+&GD8SNHB-W%=S(P3:Q`8BD:EBHR0BO^JZ(JA"(N6*(N*2(M_:(M*B(L\J(LNR(LF MZ(L?"(S9`!D'-Q]MXQTKV!'"*`T&("4XTQ98,24DN!'+N`S-"`#/B!?=T@`K M9PUE9D(.D(-94(W$H%O$,5:04EW>(8[)`$TUD8Q20(Z]8(Y;-!=E0Q3?2!S) M!!?E]VVTX'__YSMCX5]E9X=:((^UX'].4H]QT38,P(W3Z'^U@B5PX9#/2C/X9FZ:I,W&!@LB!EE$Y MFU,`D)7A,TN2>6-$U M8J#H#?GH.W31D]SHF"XG%W**!W39I&IQEWF)HI&AHN9G76*G%GN:`O[W+18E6W41ERX`&3[3+2J`J?_=4J23L)A#"3=O>JEE89UN,S2800:@ M:@4"("71=W::+C(1>[0(]@.BG-22U"$Y66L:R#L*M&4&;F1:AWP1P``)'#%1D_:I9- M:19$:J[!()'W.9UP@ZN6P:VHE*FA0(SH9K>@)'ZA8V24`M?JA($&GYG6V)(`6+R"XI[HDT\JW3T!]]/JK=]$V>3:R9&J;*@!CD#L2 M@6@3EWL6K0L?M\JYNDJP7"`G0Y%Y8.L6/4D4-JLF"TF?K+FH_A"0:T.C+K"Z MI(6YC8!+1VE>2KD7\.JS+X"M2TL6PBL,=!JP+D`R/O0VKUL6*YBUHH8"R/L" M#*";F_L(E]2\?HNP.KJX&BMWN>LR>3:FI`"0&$JY(%HZ#2*(+;"Z_X#+`LK+ M`N);;%%GG4\ZL%V`OS_*'.G8M-<;7VCAH)Q@M8/;D=]KO?W;ML=KN2XPP"O` M@&5QLKCP/9/:P'*[%T"TGI'1NR6@DT%G`OA!P8Z@L319%@:,P1]\%N'KOWSG MP8'+PZ>*EFG)N(=$NW?EL<68MWZQPI<9P2+PI681OXC`Q`&\`@7_8 MO^.JOR2WFJ>*&2[\/Y5HNTE9O)#"'"!IKE2LLLLEE&M1QFV0FNA(6FC1PQS< M`JD9K6"<8I4ANPJQ(^S[O)!BG4D1&6]\`^+[N%-"QU<@I6XC%%KLE"\@G7I< M8LSQQR(R+NR;H>ZKK?!:MT8<7!8;B-L:!_]9_+\Z',3\VP*'<2!^.1:H-DVK M9AWD29;5R1PM;!U%T[UP8Y;3XC9M(:(F,%FI2P>KS`*1L\5CK,@VHIF+$CF7 MQG:?R:7#`66K&A?^U51\IAE:@=[=H$=&*<``)0)]\ MZ4F;BF%W]:G6EE/_93&9L(S4>?#/EJ9?LF(`!\`M,&',*Z`38(G3<\#2-6'5 MZ24OB^4"#&K67\!2#TK5QXB77(W$/7K4-ZHD&@@3?\P`/LUARK.Z2B8'XDO" MT@8]R^65K/O!T3BL6R#"9!'#UV;"/'H6"H#50T#5+I/`O(9(CEL32>!`QZTD7^NBK-BE>.!_<.U\.*MWW_UV MX8USXYURY/W>4;#4O>PLXU'8G_P_] MWP`>X`(^X`3>&<5-`UJ98HNR)L,#LO;\X!`>X1(^X6#GTH/(35U"%`N^M@EJ MWW.P!F'S`*AF`+.5 M@^E-<3T.<3^NVO5=XUL[Y$3.!4%><$D><$O.;TU.;T]NW$9^Y`V59^Y2/9Y5Y.!5N>V&`>YO%8YF;N6VB>YOC'YGLPYAPF)=D'YP@&)O/! M?'0>8!54`JGZG@'ZYX`>Z((^Z(0^-=FG!"+^-?[$-MHI1%W2Z$($NY"N.`0` MK9-N.(Q^Z8C3)4NXX<9U;&MB""/N!X92"*!^Q?].D.B!2FZH#@BCW@>E3@BG M?J+W5&@KO@>A7@BOS@>QGJYKSJNMW@3,$C:RW3,6CGJ(_0=F(^N'O@>-2`@% MD.SMQRW>XN;6?NW8GNW:ONW[B&0@4'A3F;^6,JWIV%EEA[<'2?V:P;C M'B`-JV'^=^!7\.XC(^]VBQ/M/@;K'G)V&W>2"LY-X(,^:.^\T]UW-E9"?6+< M!"#S75SC>P;Q&18//]2`ZGX+CP88#R!![?`U83+)=.PGJO`>[]?60M2QM>M@ MX(ZVHF);C1,?]BLL#<6UD4PFYGXFQO`++U;8[5M4<5F_L2;5+$U<(N-(>%D1 M7P9KDA5=$J;O#Y<^3XF+_5D3,F+*/R7L!?/;$F+N7ZSH0`DPESRZ%&"-]9 M8\*ZNB\"O*_X)T9ASN1_@%5'G4\JJ&_[41*5D7\&\\$;&Z[AP6$A$]0&V]_\ MKO+\PG%9K;T&VP_^V-\8Q<$L8++V40`=:UHY-]'8S4\6O14&:^(5\A\=WL\F M_VL"`@A!,)!YHJFZLBT[(,\"!8\)/`(N0,(#G'Q`%[%H/")1B4=IU_L)38_` M"29+8K-:E756N^6<45.-,=BBT]@N1`S]2:D-F5-MOY\.#\1S.(7\T=@4*"`( M+#7@*189C!0`4@E*MN7XD,0<+*I994[NN`WU:8YN+26`\0B-!7*2NAJU>H;E MB`8QO>(6Q8*N!A00&"(^YA*;Z"&<]4*2V:0$%M\U$AC$,/]LBZ0QRX`1U$R(),D' M((1RVTHH7(D"!P$`/B&<2["``)5MAD2<80=')ZF*#'P6,"H`:4@""Y;PX.DS M(U,[6G\&'5ITSU0"`UI:%<>U*YZO0*12%7$UQP!LAQXT&,8V3]JT< M@I4]2>=8Q-E\!;[.16-8QQWZI0'9P!G;M7NB@(#@U`7H]0A_>QH#Z=O+C]_C M98_[]+/<45X1I+;CIC$I$`*ME19WQ4$,H M7P#B_ZIH[1Q;@ZN)[D5MJ#JJ5HT)]""0PQY0"7A``T<$`5[+Q70\!.&*/L> MGP#$"H`.M$AD<:7O`9JD#P%L!;`@#[Q$+:Y;+3$2MDOE^X-/=X[3G+??XH@K MOCDI8-6K<:IL("6+9C,:`#4,N."#`\[M M"L>N'(G+RWXQ,U<[.[&`;'H6'$`#,0LH:&C:21[:M`PHQO]``)T[F@*UC0(P M0D+U6N2`ISR;'KBO+ECMZEI&3)&N0HB=$G2@TBG`P##`!A)G`7HDU.S.QNW1 M`-7"Z*%G`3$4@)CKB`&1KDO!`I`K(`E\08@<<"@LP`+98&+"NV>)!W0)V)C M5"7,YSNT`"!]%4E`S*@S`@80C3)S*H,4<&6(&O0D!K>S1K4:Y9M'U"`!XE@6 M[%0`P'`9H7:=62$1_A"TE.!F!C@`1P$8(!NN@:P:^.!#2TZEO&8\*`'2Z8@3 MXI24,L`!PC_X1"5XAO_15!?.2$5%<;P!1RL0QS8R-W2 M6"81/+WN%7$:(!_[&)HC/.LWS!C`#UT&.&H$$CJQ#RRAJ($W.Q:H$-%9@%^2XB$="[B MOP%0#`?Q8@X^XH6=SK2-BR@A)8F&88`XJ8L6WA*"%G/S->[-80F:HPYX.),] MD%7$-XC$59H"0`UN5,.--JA#U[B9II?$@(;$8)61T%QE9.'JJP9*W\5.(FV MH'B"/$>N_[KDFS.,("E`9(YB0C*%+L6@!/CXVC8*03/ZJ222"Y4C&!:`O,\T MH3`O[8/7;/"%R.QE.#!H4\=YA8*!E`^EM.,SSD5)44*T$OG@TT05%(C[4<%X MJ$J$./+)F63.2E?XXAT*?$<8$H"&52A()P!PAC:_Y.6#2V#B!^-T"B=H4BE` M$.1/'6/-A8J"IC$TA11ZDB#XE=6#)-ACM"I#VE\HX!<$Z!.2KMJ,[HRR@>:C MGN-BEYXX'4!W:JG%%ZR'RU`BH@>A9*ARABJ1"=4LKCQX5U2HM_^?N@KG&3@` MSL\\@B_6700G.LS3&<31-\*L(W47\R13:%4) M776*WE+054@X.QVKV M,)7U0`%.'D*7>P#FBC&Y#?$,,IO;[&9H.+0\.GXSG>MLYVY]=5RMO#.?^^QG MO^WYSX(>-*$+;>A#(SK1BEXTHQOMZ$?_0SK2DIXTI2MMZ4MC.M.:7C2:J@HI M=B1K/7N<4[ZZ*;P4@&\Q`^A>ZUHIJ&XZX+Q'$)T+R-0Z_N`2"XA*PJ>+T*A- M`UM)/!E>$D&S#\[,RC=^L!9_3(4"*Q`%/&P*G*Q]G6<4Z"':H:$:J9.`.-HE MU`4V#C:Y?V2U2##G77ZQ!4[0(JZ'/8-<=@2#@@40T@?1[&1++O-^'N8\%F+# M/6ZEA/.BF+X$X>OE)P M@=Z)SX0(,CW4T9A[6,>(N#'PH`7E!#%PCWGQ'0JC!M)_N`*>-729`J(]PD#/ MHH+;4)FU/K#-_Z07D;437'R11R3'-]^Y"#((R3+$J+7C6A=W.T$^P)%#7`;K MJX/Q;HKB-;&1Y#P@K&'76`NE=)16,+9Z"=MCX6^$!P7)"5[0#;[$J)24NH1L M(Q,T.%\Q+4>9(N=DF$.8P>[\ M&%#MICF+A$6-8@%1%,C4 M$PC/\%T.>_@%8E!!`30`-4!8XNV?*/S0A6$-U`T,(;'7G!'@#O)#'4`?A+P* M!/C._20``"Q!`:5*EZ08!.C5:%29U+':3GE-FL"+]S$!:'#@(%P&"O253_S5 MQ91`#,B0(PB"#.W3XLG5G-P)#2'?PFV7>A'>G'#&(T0&#I0.#^)A#X),7PA` MS?W#%72.G+R$B*E8=U''S]Q7:%A$53V!APW+KL"10K0A5!%$%:1&/@C"@4G1 M%+P$>'F3*!@84("'`^C')(Z!./1$(!P`9R@PP`SHFR"`71[*8G/8!^AA@87T @`,8L1([-8B_ZXB\"8S`*XS`28S$:XS$B8S)"20@``#L_ ` end GRAPHIC 9 k12907k1290702.gif GRAPHIC begin 644 k12907k1290702.gif M1TE&.#EA50`C`.8``.*EM4]&?#8L:OSZ_JP60CDM>N+>\?_^_O___+U.;9J4 MN/7S^_[\__W]];FUS*(5//_Z^O[W_<)=>3DMGF\T4\?W[_M[:ZO[U M^_C__NG)T?CV_90=/+UI@7ERF&ECB)^:NL3`TY&*L_KY]O[\_-G5Y?O^^<]W MB\O&W,_+WM)UC>;C\LW+U='.W/S]^/;DZ_KT]M71Y&IBD^_K^M+-Y/W]^][8 MY)2.K_7T]/?X\O[]_OGW^OK_^OKZ\L;%SC4L8_O\]MK5[]-_E:$8/?[R^OS\ M[?7^^O__\]73WC,G;_W]^+$30<7`V?S^_4@^>\R+G?W\^34G?J.7@^?FVR8%\G:!`6K$-.ZH-."'Y!``````` M+`````!5`",```?_@&$B@R(;0F5L,3`3%Q,3*@(%-`6.&FTC"D1:+3%O60,> M:)03!:4%&I8C,@XV'0PU-5D(,199#"D'65E4'"4H+Q1M!2J75D!7#72>M+I& M8GAX8AMO92T-'AJECA,TV]P%%P(C2`,(G@,&CBK;C=HJ7BH4)SJYLC$(MP?X M-3IK+P("+L"!8TJ`"04+#BA$@$"AD0<5"#S8`&'+D&NDX&BH5`K-!!8L:&@0 MH`)(E@-4:A@0P,)4*9`A2TT2AZ0#E1CW%,:@PT"*#%%P0EZ@<:%`4!9H*#C0 MT5`?`B,5(DZ$4`1"C#79P(UPP37$BS8"-$PB%8`$!UYZ!!P=MFX"0#07_U@$ M?80BA04+N:@T.&#@!1JY$P(H.&+#AH,>*@JPT*`"QD*&2:*JJ4#1PA`+6$D) M4""%!`DI)9"X8#F)A1('DRILO5%*4^!%@XP2E69`?B"R58I'+V!QY49`")X<45$B\^,9"CH-=65:> M$D"AQKTL,5ITL,%'!8V6`GP8&,"``8G+`+&P8(*%=[(:[(018E M^"``#9.HH,``)^E0@@F*/;=""BFP<5(-/+YRPO\Z2,F018472D21119@,Q-W M9C0`GI9\<'.?%R8AD)X7BK%``0-:#@`>D1PH`20E%U"@@RT+H,`2"R9\($0, M3<@B!)$UI-"!#A3\Q4(;*U!A0913X2"+E1IX\<,`,31`!15I2!&`8E]FT($M M+982)P-FB%F/+C7\$)`D`H"A*!$4?$3#"POXU@1#]U1(118=?&`"2'+$H<6B M$$D)`0X,'&#E!-NIR4$+.M@1A1RBHN'#%1UPH%(DC+17ZDD*A#" M1@6@$40+"PQ="@52-(#@R'U3@0`5'Y!"%`HL&XOLAF*Y%40)*^!>@@%'C.;E M!2/H0#FW$$L<+D,#A-#.!3\@<(7H%P2@1+Q0ARPU!R>`W3GA_&[-`.W=-)L< M_WA4M+""#`*00HE)Z1'?,[@3+]`<-VB<8`'2#[=AP^K6CQPRDC_0WM5BUR_: MM60[*3!#L@Y0*0ZL8`1@HP$::-4^.+UO8@H!PJIHT*HT-,`*C7#$><#5$/\I M9`#BZ4;T5E8X9&6A:UZP0A9JT;88?$$+"GB$(RA0@H9Y00.-:`]X&)("!M!I M!&()B0D6P($W+*DE:+`"!RSPA>-5<1?)04(`0C*!*"B!@-Y[(9,$\(,4[*6& M#8"`JGY8``F-:4`4Z`!*XK4@+9`@")'`T01<4(,#M,`&%`")!J37`BI,S`+? MR04'-D<#.*`!!7)LH;^8A`8/D0%H\;I?Z!@'$J918?\UMZ&`%M*`DZ=I80%\ M8(E&V#.%LU!A`7%H9#=ZL("S+61\`^B`'1(#$A78`$K=,YRR[$.#-IR``V2P M`"T:0C4O7,`+(;G;)UER@2@<`6=T2`,5=("$$?Q0D)+211-V50(-@*0`P0@D&@`)SO'`Q$UA!!US_H`.Q6L8`'2R!#V?(``4DJKY&)+$4*IB"FF@T M#U\Q21)#F41'7B`Y0YY$=0A(03?C$A0YQ",*47A04?`C@Q74X`O:E"0'3ND! M@PW52P]#IPKHN@L;"H$$FY,$%Q^1/CEX@0(PF%,:TO"8&DP1'3YPYCDI`41. M/<(*9CG#$KI``DDVX`I!@!`J'@$3#9@@`"]`016N\!\L<.$+-=)M-I;;!N#& M@0A":$(+=,$0?2R,`3&(SA4^`,%)A)`;B@M!!JR1`21\``A,2`)$*B"-&[`A M!4-8P!$<\('ZVM>^1R#""CZ%"R/J907TO2]^P5`"+5S*:9=ZFJ(NM6`+(,D` M<0@!_P4"T`834,`'JUC!91K`A"K\``8E2((8'C"9#8R!#1`80`T8QF(6P^(5 M1M1%%F*QBR&PV!8QQJ".=9R%(O*J`U(P@`%L4((%!.HF,4A#%9@PVS.(F``2 M<0,$RA`!&;MKQ^'JS\\84L@##&%B6M#6$(ID)"N;^ZT'\^-*(7S>A""SK1B88` M!!0-Z$"3(`-.B("(10"`)P@A!W/HPPQ&3>I2F_K4J"YU'U8]@SY@X-6PCK6L M9TWK6K^:!WG`P!Z>\(0[8$`,8HB*L(<-Y6(;^]C&'C:QU8'`[&8[^]G0CK:T MFYV`/53A"4YP@PC\,!EH>/O;X`ZWN,>M['*;NP)U2+>ZTQV5=:M[V`G`P1!` MO8,*_.$!.WB`OO?-[W[[^]_[QH.^@0WP@O<;V`1'N,)'O.\$E&$,;IB#!"9. ?\8I;_.(8SSC%0<#QCGO\XR`/N GRAPHIC 10 k12907k1290703.gif GRAPHIC begin 644 k12907k1290703.gif M1TE&.#EAZP`C`.8```8&!F5E934U-0@("!86%@$!`?GY^0,#`P("`@0$!/CX M^`4%!??W]W]_?T!`0$%!0;Z^OA,3$T)"0KV]O7Y^?F!@8/;V]B(B(B$A(=W= MW;R\O)Z>GE]?7X"`@-O;V]K:VMSWNWM[:"@H%Y>7CT]/:ZNKLK* MRJ^OKS(R,EQ<7/3T]"8F)F-C8X.#@\[.SHV-C>?GY[FYN:VMK7M[>\#`P)N; MFU)24FUM;=C8V-_?WZNKJQ@8&'-SP9[>@8*!GI[C:.OL+&RL[2UMK>XN;J[O+V^B'U[I0JGPGQ\O\G*R\S- MSL^Z?<%\(&12!P<+-2T,KJ/2TG]\WKGCB8W@R+SHTBLK$,?0\O/TLL?DK\%9 M+0X("0D("B0X@2K?J6.J\-W28T&/'@\0&J!HT6J=(@5/_B$H<:J>QX_.3NE1 M%RN8'A$(`-APJ*<`"X>O^##0T\=4-UY\%'B04`#!@0)-X.%LM4-$@B(%(`0# MR;0IKSU_1L[BT^+"@ABH&'XY,,=43"4R%HQ@44*A+3YP(A0`4`%%E`@8_Z#N MVD.L`H(U>PZ@4.2TK]^I>E20%!7,5(4%2J!(DRD&`0FOH_@\.."O0(H9$UKQ MD2K+@`%J%PXXF(!JSX8":'`R,"`C:8@"&BJ69&7VKVV*I@`0`0:K&*?*`HP4<`!`.BPBFX&5`$`!#@IP,4")BC@``?F MR4+"`P3AI^,N]3&`PP(1<*!`%Q$`$<)PH?3!!_\'""`1G0>3U;!9.-\X<(`Y MXT#@CRD?CK-'`P`5,(5NK0BC00&UT2)-`P5,<`*:R"SXRA('F(!D9++MJ`LK MXIACSW!3SB)-*;FQZ4`.P>PA`0(HR+E'"!$0$`)W"C3PP@%8I(;*:$$J88H*D!4HP`P@8'C.#"3'J04"T4!7:`:7=[9+?`#R!H"L`! M"Y:B`A$1>%'J-PK(@0`")LQPP(4+?B"#!+'*TD@#/EV@7"V$*L1'"@54$"PN M-?'!A!8@"&./!Q@(X$+_=[+L80$%"(A`0`(3;/;!%I>20=,YFV&P`$%*>LCF M%32998!/GGZFY04+CJ/D!Q@,8(+#"+BA\SA6,-IO27VPB4`#"X:CD))Y#LH! M92PN;$LP=;2609ZO?%D`#N"D^5D&(AP`$`96_I,"!WI(*-(&J<)BP!$+V"#, MTP,D("W M.%:.\8H>%"100Y+$\&$V!!80@T0!("3.1PU+*^#+'AI0EGB20GQVM0(4`G#" M_]&=1P5``A"0FF8?"11@>2TC>0NR9_2/)&TS9%I`#9Z+8@^H:D(\& MP"@4.=F#&19PA6."*9^::#"NS3A+%C9(0!/N-(L]K.!2L"&3;E@QF-7$P)T^?B:#E)Q!.CVCD!P`@%,^*('U M9F&`,PT``6'(W00BD``(&6P#`!@A,-B##1#P40\36,`4+."-^I1`!!&8@&=H M>+D/H)0/(5!#"H*PAPHD@`@?$(L.2J"6(VTF)RX8@P.0D(`#4*`/B=O#!SB0 M@@3`0`,C0``!PA"""_3@'J'_H`L)7J"J\^'`A5`@`06VUH!#O0(*$@C"^V[1 M!2#X`P,PD,`#6`"#"6Q3-B30W`,^PB`*K^!"-A+PU=^-8@\4$$AZPM:G M"01$/@1"8$7PZ8#-T$0/9!.-I_:@I0?P4!C#268!BF4.\NW&`KL[@`9R@QVE M.`$`,L!&R*80$/OI`0*JH\Q:9/`'+D5A7@$IP(A&M```S.L!.Q0'E"B3203` M8!Q\((%/#B`##/R$`DF21F*5(BP^4,!!P@VO<(LHBL2*-P$2Z,#OGJRFI4,V(`&%*#`#9*P@`$X`0(P218JL#``%C1`SP+P"0TR,!/#VB,5&]#" M^43P@+E&X"?82(`3TJ`'HJJ*`B3`P8@.<`$>(/$G$T!!$GR``#,4P3\)F`$: M#,"D`G0`2@!X@`V*$"#-A0D!'#B"E89@@B#8=`$TP`(".O^0U1/\XP06L$!W M^2`$+$N#%9P122L&M$$/`$:9 M!'#@`WN((0`:D)MY/0$9$\``O::1W4_FPTO\`T>R$H5`7@YO-S^EA1X&$($= MF&0/9YC`!#1`TEKT(005>(,#6+"%"9P!S+'(S3H=L($,#)-RID!%"TA@72+` MXPD<``AE3D"7/?`@-`O`@0ILB@#_'W1@J2VG@`HN?H`AA&`/+KAX`F(@A%*$ M(`4^"`(JE("-'S2@"GMP``QXH(<=7%H*_SM%?&(0=R(DX`$MF$`*#B`!*+SB M"!N8CPH%S1)LE[O;-'N?&-`!)"9@``HJA@=LB@'W(L,S MQ[!`*5!0`0E\0/L*T(`)=M"07EG3`"B@#+X9D`4#Y``%"I@&A-E((`58+_Z0 MM&P?+D03$/1M7@E060LE"HL":+M''%<73XXD3+60&\X"+G34&:>P4O]E"\:0 M'1QP7XVF.*615&[T9=PA$FQD6W1!#"Q1"B7@`6QT$+DA3%#W*:F@90;`8:5Q M#\-"/R`@E`%`X``ST`+'\@H5<`!'P%(JE`X%=X3DPPXZHW3^LA@Z$PU]X`[6 ME@[G(`Y8UB<&9TGG,!)*T@BEQ5A3F`A+-X5@B`Y8V`=X`%VQ@`((4%D'^(9P MV#DK@`!YH'QQ>(=X^`P00'MVF(=^^(>\8`('$$2`6(B&V`Q4<&1$>(B,V(BU 6$(*.YHB2.(GBX!!]2(F8F(GX$0@`.S\_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----