-----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, PMrBqSTLpRNtTYrlhPOQ2O9ZsrEfn9WrDTB14Vr0/h6vQqrTpBKF+4T4lXH7n4F3 MGC2iZEtAOqXDsfqGoiCbw== /in/edgar/work/20000811/0000926044-00-000102/0000926044-00-000102.txt : 20000921 0000926044-00-000102.hdr.sgml : 20000921 ACCESSION NUMBER: 0000926044-00-000102 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MACATAWA BANK CORP CENTRAL INDEX KEY: 0001053584 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 383391345 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25927 FILM NUMBER: 692720 BUSINESS ADDRESS: STREET 1: 51 E MAIN ST CITY: ZEELAND STATE: MI ZIP: 49464 MAIL ADDRESS: STREET 1: 51 E MAIN CITY: ZEELAND STATE: MI ZIP: 49464 10-Q 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number: 000-25927 MACATAWA BANK CORPORATION (Exact name of issuer as specified in its charter) MICHIGAN 38-3391345 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 51 E. Main Street, Zeeland, Michigan 49464 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (616) 748-9491 ----------- Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 3,588,565 shares of the Company's Common Stock (no par value) were outstanding as of August 4, 2000. Transitional Small Business Disclosure Format (check one): Yes_____ No___X___ 1 INDEX Page Number(s) Part I. Financial Information (unaudited): Item 1. Condensed Consolidated Financial Statements 3 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures 16 About Market Risk Part II. Other Information Item 1. Legal Proceedings 17 Item 2. Changes in Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Information 17 Item 6. Exhibits and Reports on Form 8-K 17 Signatures 18 2 Part I Financial Information MACATAWA BANK CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS As of June 30, 2000 (unaudited) and December 31, 1999 - -------------------------------------------------------------------------------- June 30, December 31, 2000 1999 ------------ ------------- (Unaudited) ASSETS Cash and due from banks $ 22,353,486 $ 20,554,039 Securities available for sale, at fair value 36,059,497 28,281,375 Federal Home Loan Bank Stock 2,312,000 2,312,000 Total loans 346,954,741 285,374,451 Allowance for loan losses (5,044,595) (3,995,165) -------------- -------------- 341,910,146 281,379,286 Premises and equipment - net 11,905,819 9,997,566 Accrued interest receivable 2,431,465 1,904,126 Other assets 1,361,642 492,743 -------------- -------------- Total Assets $418,334,055 $344,921,135 ============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Noninterest-bearing $ 39,421,962 $ 34,542,493 Interest-bearing 295,589,030 244,847,389 -------------- -------------- Total 335,010,992 279,389,882 Fed funds purchased 6,000,000 -- Federal Home Loan Bank borrowings 40,000,000 30,000,000 Accrued expenses and other liabilities 1,486,807 1,005,100 -------------- -------------- Total liabilities 382,497,799 310,394,982 Shareholders' equity Preferred stock, no par value, 500,000 shares authorized; no shares issued and outstanding Common stock, no par value, 9,500,000 shares authorized; 3,588,565 shares issued and outstanding as of June 30, 2000 and December 31, 1999. 36,882,916 36,882,916 Retained deficit ( 610,873) (1,960,810) Accumulated other comprehensive income (loss) ( 435,787) (395,953) -------------- -------------- Total shareholders' equity 35,836,256 34,526,153 -------------- -------------- Total liabilities and shareholders' equity $418,334,055 $344,921,135 ============== ==============
- -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements 3 MACATAWA BANK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three and Six Month Periods Ended June 30, 2000 and June 30, 1999 (unaudited) - -------------------------------------------------------------------------------- Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 ------------- ------------- ------------- ------------- (unaudited) (unaudited) (unaudited) (unaudited) Interest Income Loans, including fees $7,808,196 $4,289,772 $14,418,842 $7,568,141 Investments 559,395 373,450 1,054,680 730,233 ----------- ----------- ------------ ----------- Total interest income 8,367,591 4,663,222 15,473,522 8,298,374 Interest expense Deposits 3,643,011 2,010,155 6,699,192 3,759,357 Other 645,555 181,751 1,158,080 184,236 ----------- ----------- ------------ ----------- Total interest expense 4,288,566 2,191,906 7,857,272 3,943,593 Net interest income 4,079,025 2,471,316 7,616,250 4,354,781 Provision for loan losses (595,000) (545,000) (1,082,000) (995,000) ----------- ----------- ------------ ----------- Net interest income after provision for loan losses 3,484,025 1,926,316 6,534,250 3,359,781 Noninterest income Service charges on deposit accounts 238,196 118,225 439,155 207,739 Gain on sale of loans 95,860 168,406 135,181 424,394 Trust revenue 134,821 45,232 248,187 58,210 Other 48,855 30,717 100,859 61,382 ----------- ----------- ------------ ----------- Total noninterest income 517,732 362,580 923,382 751,725 Noninterest expense Salaries and benefits 1,705,232 1,246,298 3,353,251 2,347,455 Occupancy expense of premises 308,700 183,790 563,964 342,180 Furniture and equipment expense 294,962 160,324 557,958 299,281 Legal and professional fees 102,312 35,624 153,356 68,489 Advertising 75,001 74,704 144,754 115,128 Data processing 71,774 44,455 145,581 86,841 Shareholder services 33,325 63,399 51,499 69,779 Supplies 71,401 81,996 175,558 149,667 Other expense 515,726 354,190 961,774 665,680 ----------- ----------- ------------ ----------- Total noninterest expenses 3,178,433 2,244,780 6,107,695 4,144,500 Income/(loss) before federal income tax 823,324 44,116 1,349,937 (32,994) Federal income tax 0 0 0 0 ----------- ----------- ------------ ----------- Net income/(loss) $ 823,324 $ 44,116 $ 1,349,937 $ (32,994) =========== =========== ============ =========== Comprehensive Income (Loss) $ 834,165 $ (142,339) $ 1,310,103 $ (272,897) =========== =========== ============ =========== Basic income/(loss) per share $ .23 $ .02 $ .38 $ (.01) Diluted income/(loss) per share $ .23 $ .02 $ .37 $ (.01)
- -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 4 MACATAWA BANK CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Month Periods Ended June 30, 2000 and June 30, 1999 (unaudited) - -------------------------------------------------------------------------------- Six Months Six Months Ended Ended June 30, 2000 June 30, 1999 ------------- ------------- (unaudited) (unaudited) Cash flows from operating activities Net income $ 1,349,937 $ (32,994) Adjustments to reconcile net income (loss) to net cash from operating activities Depreciation and amortization 584,381 314,042 Provision for loan losses 1,082,000 995,000 Net change in Accrued interest receivable and other assets (1,396,238) (305,771) Accrued expenses and other liabilities 502,227 208,712 ------------ ------------ Net cash from operating activities 2,122,307 1,178,989 Cash flows from investing activities Net increase in loans (61,612,860) (79,657,109) Purchase of Federal Home Loan Bank Stock --- (2,312,000) Purchases of securities available for sale (7,826,998) (8,000,000) Proceeds from maturities and calls of securities available for sale --- 15,000,000 Purchases of premises and equipment (2,504,112) (1,667,584) ------------ ------------ Net cash from investing activities (71,943,970) (76,636,693) Cash flows from financing activities Net increase in deposits 55,621,110 50,554,158 Net increase (decrease) in short term borrowings 6,000,000 (2,000,000) Advances of Federal Home Loan Bank Borrowings 40,000,000 16,000,000 Repayments of Federal Home Loan Bank Borrowings (30,000,000) 14,636,431 ------------ ------------ Net cash from financing activities 71,621,110 79,190,589 Net change in cash and cash equivalents 1,799,447 3,732,885 Cash and cash equivalents at beginning of period 20,554,039 17,953,177 ------------ ------------ Cash and cash equivalents at end of period $22,353,486 $21,686,062 ============ ============ Supplemental disclosures of cash flow information Cash paid during the period for interest $ 7,372,615 $ 3,843,524
- -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 5 MACATAWA BANK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Six Month Periods Ended June 30, 2000 and June 30, 1999 (unaudited) - -------------------------------------------------------------------------------- Accumulated Other Total Common Retained Comprehensive Shareholders' Stock Deficit Income(Loss) Equity -------- -------- ------------- ------------ Balance, December 31, 1998 $22,260,646 $(2,654,076) $ 4,818 $19,611,388 Proceeds from sale of stock $14,636,431 14,636,431 Net loss for six months ended June 30, 1999 (unaudited) (32,994) (32,994) Other comprehensive income (loss), net of tax: Unrealized gains/losses on securities (239,903) (239,903) ----------- Comprehensive loss (272,897) ----------- ----------- ------------ ----------- Balance, June 30, 1999 $36,897,077 $(2,687,070) $ (235,085) $33,974,922 =========== =========== ============ =========== Accumulated Other Total Common Retained Comprehensive Shareholders' Stock Deficit Income(Loss) Equity --------- --------- ------------- ------------ Balance, December 31, 1999 $36,882,916 $(1,960,810) $ (395,953) $34,526,153 Net income for six months ended June 30, 2000 (unaudited) 1,349,937 1,349,937 Other comprehensive income (loss), net of tax: Unrealized gains/losses on securities (39,834) (39,834) ----------- Comprehensive income 1,310,103 ----------- ----------- ------------ ----------- Balance, June 30, 2000 $36,882,916 $ (610,873) $ (435,787) $35,836,256 =========== =========== ============ ===========
- -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 6 MACATAWA BANK CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - -------------------------------------------------------------------------------- NOTE 1 BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2000, are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Proxy Statement dated March 20, 2000, containing financial statements for the year ended December 31, 1999. NOTE 2 EARNINGS PER SHARE A reconciliation of the numerators and denominators of basic and diluted earnings per share for the quarters and six-months ended June 30, 2000 and June 30, 1999 are as follows: Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 ------------- ------------- ------------- ------------- Basic earnings (loss) per share Net income (loss) $ 823,324 $ 44,116 $1,349,937 $ (32,994) ---------- ----------- ---------- ----------- Weighted average common shares outstanding 3,588,565 2,777,354 3,588,565 2,607,185 ---------- ----------- ---------- ----------- Basic earnings (loss) per share $ 0.23 $ 0.02 $ 0.38 $ (0.01) ========== =========== ========== =========== Diluted earnings (loss) per share Net income (loss) $ 823,324 $ 44,116 $1,349,937 $ (32,994) ---------- ----------- ---------- ----------- Weighted average common shares outstanding 3,588,565 2,777,354 3,588,565 2,607,185 Add: Dilutive effects of assumed exercise of stock options 13,100 19,055 16,617 ---------- ----------- ---------- ----------- Weighted average common and dilutive potential common shares outstanding 3,601,665 2,796,409 3,605,182 2,607,185 ---------- ----------- ---------- ----------- Diluted earnings (loss) per share $ 0.23 $ 0.02 $ 0.37 $ (0.01) ========== =========== ========== ===========
Stock options for 76,000 shares of common stock were not considered in computing diluted earnings per share for the quarter and six-months ended June 30, 2000 because they were antidilutive. Stock options for 56,000 shares of common stock were not considered in computing diluted earnings (loss) per share for the quarter and six-months ended June 30, 1999 because they were antidilutive. NOTE 3 PRINCIPLES OF CONSOLIDATION The accompanying condensed consolidated financial statements include the accounts of Macatawa Bank Corporation (the "Company), and its wholly-owned subsidiary, Macatawa Bank (the "Bank"). All significant intercompany accounts and transactions have been eliminated in consolidation. 7 MACATAWA BANK CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - -------------------------------------------------------------------------------- NOTE 4 - SECURITIES The amortized cost and fair values of securities were as follows: Available for Sale Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Values June 30, 2000 (Unaudited) U.S. Treasury securities and obligations of U.S. Government corporation and agencies $34,931,932 $ --- $ (679,922) $34,252,010 Tax Exempt Municipal Bonds 1,787,847 20,197 (557) 1,807,487 ----------- --------- ----------- ----------- Total Securities $36,719,779 $ 20,197 $ (680,479) $36,059,497 =========== ========= =========== =========== Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Values December 31, 1999 U.S. Treasury securities and obligations of U.S. Government corporations and agencies $27,925,926 $ (589,036) $27,336,890 State and municipal bonds 955,377 $ 852 (11,744) 944,485 ----------- --------- ----------- ----------- $28,881,303 $ 852 $ (600,780) $28,281,375 =========== ========= =========== ===========
Contractual maturities of debt securities at June 30, 2000, were as follows. No held-to-maturity securities existed at June 30, 2000. 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. Available-for-Sale Securities ----------------------------- Amortized Fair Cost Values --------- -------- Due from one to five $34,931,932 $34,252,010 Due from five to ten 215,109 217,420 Due after ten years 1,572,738 1,590,067 ----------- ----------- Total $36,719,779 $36,059,497 =========== ===========
- -------------------------------------------------------------------------------- (Continued) 8 MACATAWA BANK CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - -------------------------------------------------------------------------------- NOTE 5 - LOANS Loans are as follows: June 30, December 31, 2000 1999 ---------- ----------- (Unaudited) Commercial $243,590,858 $201,391,721 Mortgage 52,755,782 44,734,529 Consumer 50,608,101 39,248,201 ------------ ------------ 346,954,741 285,374,451 Allowance for loan losses (5,044,595) (3,995,165) ------------ ------------ $341,910,146 $281,379,286 ============ ============
Activity in the allowance for loan losses is as follows: Six Six months months ended ended June 30, June 30, 2000 1999 ------------ ---------- (Unaudited) (Unaudited) Balance at beginning of period $3,995,165 $2,030,000 Provision charged to operating expense 1,082,000 995,000 Charge-offs (32,570) (507) ----------- ----------- Balance at end of period $5,044,595 $3,024,493 =========== ===========
- -------------------------------------------------------------------------------- (Continued) 9 MACATAWA BANK CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - -------------------------------------------------------------------------------- NOTE 6 - PREMISES AND EQUIPMENT - NET Premises and equipment are as follows: June 30 December 31 2000 1999 ------------ ----------- Land $ 1,869,218 $1,574,218 Building and improvements 6,482,629 4,915,252 Furniture and equipment 5,158,208 4,516,473 ------------ ----------- 13,510,055 11,005,943 Less accumulated depreciation (1,604,236) (1,008,377) ------------ ----------- $11,905,819 $9,997,566 ============ ===========
NOTE 7 - DEPOSITS Deposits are summarized as follows: June 30 December 31 2000 1999 --------------- --------------- Noninterest-bearing demand deposit accounts $ 39,421,962 $ 34,542,493 Money market account 111,350,668 100,642,349 NOW and Super NOW accounts 41,680,129 43,237,004 Savings accounts 9,820,745 7,411,691 Certificates of deposit 132,737,488 93,556,345 ------------ ------------- $335,010,992 $279,389,882 ============ =============
NOTE 8 - FEDERAL HOME LOAN BANK BORROWINGS The Bank was approved in the first quarter of 1999 to be a member of the Federal Home Loan Bank of Indianapolis. As a result, the Bank now has the availability of Federal Home Loan Bank advances as an additional funding resource. Maturity dates and interest rates on these advances are as follows: June 30 December 31 Maturity Date Interest Rate 2000 1999 - ------------- ------------- ----------- ----------- March 27, 2000 5.44% (initial rate) 0 $5,000,000 June 19, 2000 5.65% (initial rate) 0 5,000,000 June 26, 2000 3.85% (initial rate) 0 5,000,000 July 27, 2000 6.21% (initial rate) 5,000,000 0 April 1, 2002 5.63% (fixed) 3,000,000 3,000,000 March 31, 2003 5.77% (fixed) 3,000,000 3,000,000 March 30, 2004 5.84% (fixed) 4,000,000 4,000,000 January 7, 2005 6.68% (fixed) 5,000,000 0 January 7, 2005 6.465% (fixed) 5,000,000 0 Sept. 1, 2009 5.80% (fixed) 5,000,000 5,000,000 March 23, 2010 5.99% (fixed) 10,000,000 0 ----------- ----------- $40,000,000 $30,000,000 =========== ===========
Each advance is payable in full at its respective maturity date. These advances were required to be collateralized by securities totaling $33,000,000 and at least $31,000,000 of the Bank's first mortgage loans under a blanket loan arrangement at June 30, 2000. 10 MACATAWA BANK CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - -------------------------------------------------------------------------------- NOTE 9 - REGULATORY MATTERS The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restorations are required. At June 30, 2000 and December 31, 1999, actual capital levels (in thousands) and minimum required levels for the Company and the Bank were: To Be Well Minimum Required Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Regulations June 30, 2000 Amount Ratio Amount Ratio Amount Ratio - ------------- ------ ----- ------ ----- ------ ----- Total capital (to risk weighted assets) Consolidated $40,616 11.7% $27,803 8.0% $34,754 10.0% Bank 39,699 11.4 27,799 8.0 34,749 10.0 Tier 1 capital (to risk weighted assets) Consolidated 36,272 10.4 13,902 4.0 20,852 6.0 Bank 35,355 10.2 13,900 4.0 20,849 6.0 Tier 1 capital (to average assets) Consolidated 36,272 8.9 16,304 4.0 20,380 5.0 Bank 35,355 8.7 16,304 4.0 20,380 5.0 December 31,1999 Total capital (to risk weighted assets) Consolidated $38,358 14.0% $21,989 8.0% $27,489 10.0% Bank 33,463 12.2 21,992 8.0 27,491 10.0 Tier 1 capital (to risk weighted assets) Consolidated 34,922 12.7 10,994 4.0 16,491 6.0 Bank 30,027 10.9 10,996 4.0 16,494 6.0 Tier 1 capital (to average assets) Consolidated 34,922 10.8 12,940 4.0 16,175 5.0 Bank 30,027 9.4 12,811 4.0 16,014 5.0
The Company and the Bank were categorized as well capitalized at June 30, 2000 and at year-end 1999. Additionally, as a condition to regulatory approval of the Bank's formation, the Bank is required to maintain capitalization sufficient to provide a ratio of Tier 1 Capital to total assets of at least 8% through the third year of operations. At June 30, 2000, the Bank's Tier 1 Capital as a percent of total assets was 8.38%. 11 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Macatawa Bank Corporation (the "Company") is a Michigan corporation and is the bank holding company for Macatawa Bank (the "Bank"). The Bank commenced operations on November 25, 1997. The Bank is a Michigan chartered bank with depository accounts insured by the Federal Deposit Insurance Corporation. The Bank provides a full range of commercial and consumer banking services, primarily in the communities of Holland and Zeeland, Michigan, as well as the surrounding market area primarily located in Ottawa County, Michigan. The Company has experienced rapid and substantial growth since opening in November 1997. At June 30, 2000, the Bank had thirteen branch banking offices and two service facilities. The Company completed an underwritten initial public offering of common stock on April 7, 1998, resulting in net proceeds of $14.1 million. In June 1999, the Company completed an offering of common stock to its shareholders resulting in net proceeds of $14.6 million. The Bank established a Trust Department in the fourth quarter of 1998 to further provide for customers' financial needs. The Trust Department began business on January 3, 1999 and as of June 30, 2000, had assets of approximately $206 million. Financial Condition At June 30, 2000, total assets of the Company were $418.3 million, an increase of $73.4 million, or 21.3% from December 31, 1999. The continued trend of strong asset growth reflects the Banks' continuing acceptance in its community markets. Management expects the growth trend in assets to continue at a fairly rapid double-digit pace, but at a lesser rate than the six month year-to-date annualized growth rate of 42%. The asset growth was primarily in loans and securities, but also included increases in premises and equipment and cash and due from banks. Total loans, which were $346.9 million at June 30, 2000, increased by $61.6 million, or 21.6% from year-end. The growth included commercial loans of $42.2 million, consumer loans of $11.4 million, and mortgage loans of $8.0 million. Commercial loans comprise 70% of total loans at June 30, 2000, down 1% from year-end. Consumer loans increased to 15% from 14%, while mortgages remained at 15% of total loans. It is anticipated that strong commercial loan demand in the Bank's market will continue to lead the overall loan growth. Securities available for sale of $36.1 million represent an increase of $7.8 million, or 27.5%. The growth in securities is consistent with maintaining the Banks' liquidity ratio in conjunction with deposit growth. Premises and equipment totaled $11.9 million at quarter-end, an increase of $1.9 million from December 31, 1999. The increase reflects expansion of the Banks' investment in facilities and equipment required to support the customer growth. The investment in branch premises includes the purchase of a previously leased branch facility operated by the Bank at 699 E. 16th Street in Holland, as well as the construction-in-process of a full service branch in Douglas to replace a leased, startup storefront facility. Cash and due from banks of $22.4 million at quarter end was an increase of $1.8 million, or 8.7% from year-end. The increase was a result of increased cash held in correspondent banks necessary to meet the Federal Reserve required reserve limits. Reserve limits are determined by periodic review of the Banks' deposit levels and appropriate reserve amounts as defined by the Federal Reserve regulations. The allowance for loan losses totaled $5.0 million at June 30, 2000, an increase of $1.0 million from December 31, 1999. The Bank provides a loan loss provision on a regular basis consistent with its' loan growth. The allowance for loan losses as a ratio of total loans was 1.45% at June 30, 2000, as compared to 1.40% at December 31, 1999. While the Bank has not experienced any material credit losses in its portfolios as of June 30, 2000, management recognizes that the Bank's loan portfolios are relatively unseasoned, and no trend of losses has been established. Given additional time, the effects of increasing interest rates on borrowers, and potential economic weakness, the Bank, in its judgment, has provided adequate reserves for loan losses. In lieu of an established loan loss trend for determining an adequate allowance for loan loss, the Bank has built an allowance based on industry peer ratios. Total deposits at June 30, 2000 were $335.0 million, an increase of $55.6 million, or 19.9%. Growth from new customers as a result of both new branches in new markets, as well as increased customer 12 activity in existing branches continues to drive this favorable growth trend. Deposit growth, while at a slightly lesser rate than loan growth, is anticipated to continue based on further penetration of the markets where branch offices already have been established. Additionally, growth will occur in contiguous markets as new branches are established where market demographics will support a new branch facility. New deposit growth continues to mirror the Banks' existing deposit base, with non-interest demand accounts accounting for approximately 12% of total deposits, and interest bearing savings and certificates of deposit accounting for the balance. Results of Operations Net income for the quarter ended June 30, 2000 was $823,324, as compared to $44,116 for the same period last year. Diluted earnings per share were $.23, compared to $.02 for prior year period. Net income for the six months ended June 30, 2000 totaled $1,349,937, up from the same period in 1999 when the Company reported a net loss of $32,994. Diluted earnings per share for the period were $.37 for 2000, and a loss of ($.01) for 1999. Net interest income for the second quarter of 2000 totaled $4.08 million, a 65% increase over 1999's level of $2.47 million. The improvement is reflective of the overall growth of the Company. Average earning assets during the second quarter 2000 totaled $379.4 million, versus $225.0 million during the same quarter in 1999. Net interest margin on earning assets was 4.30% for the 2000 quarter, down from 4.39% in the second quarter of 1999. The modest compression in the net interest margin during the second quarter of 2000 reflects funding costs rising at a slightly faster pace than yield on earning assets. Six months year-to-date, net interest income reached $7.62 million, versus 1999 of $4.35 million. Net interest margin during the period for 2000 was 4.27%, as compared to 4.29% for the 1999 period. The growth in net interest income for the six-month period was essentially all driven by increased customer volumes. Continued growth in earning assets is expected to continue to increase levels of net interest income. However, some further compression in net interest margin in the current rising interest rate environment is expected to mitigate some of the net interest income growth. Non-interest income for the quarter totaled $518 thousand, an increase of $155 thousand over the same period for 1999. For the six-months ended June 30, 2000, non-interest income increased $171 thousand over the same period for 1999. Second quarter trust revenue increased by $90 thousand from the year earlier period, and increased by $190 thousand for the six-month period. The trust department began operations during the first quarter of 1999, and included $205.5 million of assets under management at June 30, 2000, versus $122.7 million for the same time in 1999. The growth in Trust assets under management is expected to moderate for the balance of the year due to both the impact of the stock market volatility on asset valuations, as well as slower growth in employee benefit plan sales. Quarterly service charges on deposit accounts doubled to $238 thousand versus $118 thousand for the second quarter of 1999. For the six-month period of 2000, service charges increased by $231 thousand over the 1999 level. This revenue is dependent on both the number of customer accounts, as well as customer activity levels. It includes regular monthly and quarterly service charges, as well as overdraft charges. Gain on sale of loan revenue decreased substantially from 1999 levels due to the higher level of mortgage interest rates. Gains decreased by $72 thousand for the quarter, and $289 thousand for the six-month period of 2000 as compared to the same periods for 1999. Higher mortgage rates that began in late 1999 have substantially reduced mortgage financing activity, and the Banks' subsequent sales activity. Management anticipates the lower levels of loan sale gains to continue in the current rate environment. Non-interest expense increased by $933 thousand to $3.2 million for the second quarter, compared to the same quarter for 1999. For the six-month period in 2000, non-interest expense was $6.1 million, an increase of $1.96 million over the same period of 1999. Salary and benefits, and occupancy and equipment expense increased a combined $719 thousand for the quarter, and $1.5 million for the six-months of 2000, as compared to respective periods for 1999. The growth in expense levels reflects the growth in branch and operational support infrastructure. During the last half of 1999, four additional branch locations were opened and these were fully operational for the first six months of 2000. Growth in branch offices also increased advertising and promotion costs for the new locations, data processing, and other expense, which includes courier, telephone, postage, and outside services. All of theses costs are customer activity and branch infrastructure related, and increase as a result of new customer activity being generated. To date, the Company has not been in a federal tax expense position due to net operating loss carry forwards from its startup losses. Management anticipates to be in a taxable position during the latter half 13 of 2000, impacting net income for the balance of the year. Liquidity and Capital Resources The Company obtained its initial equity capital as a result of a private placement on behalf of the Bank to investors in November, 1997. The Company raised additional equity capital of $14.1 million in its initial public offering completed in April, 1998. As a condition to regulatory approval of the Bank's formation, the Bank is required to maintain capitalization sufficient to provide a ratio of Tier 1 Capital to total assets of at least 8% through the third year of operations. The Bank will complete its third year of operations on November 25, 2000. At March 31, 1999, the Bank's Tier 1 Capital to assets ratio was 8.43%. Due to the rapid growth of the Bank, additional equity capital was required. In June 1999, the Company raised $14.6 million of equity capital net proceeds in an offering made to the Company's shareholders. The Company contributed $10 million from the proceeds of this offering to the Bank's capital. Due to continued growth of the Bank, an additional $4 million was contributed to the Bank from the Company's cash reserves of approximately $5 million during the first and second quarters of 2000. At June 30, 2000, the Bank's Tier 1 Capital as a percent of total assets was 8.38%. Based on continued projected asset growth, management anticipates an additional capital will be required in early 2001. The liquidity of a financial institution reflects its ability to provide funds to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. The Company's sources of liquidity include loan payments by borrowers, maturity and sales of securities available for sale, growth of deposits and deposit equivalents, federal funds sold, borrowings from the Federal Home Loan Bank, and the issuance of common stock. Liquidity management involves the ability to meet the cash flow requirements of the Company's customers. These customers may be either borrowers with credit needs or depositors wanting to withdraw funds. Year 2000 Compliance Because many computerized systems use only two digits to record the year in date fields (for example, the year 1998 is recorded as 98), such systems may not be able to accurately process dates ending in the year 2000 and after. The effects of the issue will vary from system to system and may adversely affect the ability of a financial institution's operations as well as its ability to prepare financial statements. The Company and the Bank were organized in 1997 and the Company acquired its computer equipment within the past four years and has contracted with a leading supplier of information processing services. This equipment and these services were purchased with manufacturer assurances of Year 2000 compliance. The Company has not experienced any Year 2000 problems. Although considered unlikely, unanticipated problems, including problems associated with non-compliant third parties, could still occur. The Company will continue to manage its business and address any issues that may arise. Forward Looking Statements This report contains 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. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995, and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," "may" or similar expressions. The presentation and discussion of the provision and allowance for loan losses, statements concerning future profitability or future growth or increases, and the Year 2000 readiness discussion are examples of inherently forward looking statements in that they involve judgements and statements of belief as to the outcome of future events. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company and the Bank include, but are not limited to, changes in: interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment 14 portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company's market area and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission. 15 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Asset Liability Management and Market Risk Analysis Asset liability management aids the Company in maintaining liquidity while maintaining a balance between interest earning assets and interest bearing liabilities. Management of interest rate sensitivity attempts to avoid widely varying net interest margins and to achieve consistent net interest income through periods of changing interest rates. Certain savings accounts and interest bearing checking accounts are shown as repricing other than contractually due to the stability of these products in a rate changing environment. Management monitors the Company's exposure to interest rate changes using a GAP analysis. The following table illustrates the Company's GAP position at various intervals (in thousands) at June 30, 2000. Less than 3 3 - 12 1 - 5 Over 5 Months Months Years Years Total Assets: Loans-Fixed 12,807 28,272 129,319 24,884 195,282 Loans-Variable 129,738 443 18,837 2,655 151,673 Taxable Securities - 4,000 30,932 - 34,932 Tax-Exempt Securities - - - 1,788 1,788 Other Securities - - - 2,312 2,312 Federal Funds Sold - - - - --- Loan Loss Reserve - - - - (5,045) Cash & Due From Banks - - - - 22,353 Fixed Assets - - - - 11,905 Other Assets - - - - 3,134 --------- -------- --------- -------- --------- TOTAL 142,545 32,715 179,088 31,639 418,334 Liabilities: CD's 100M and Over 31,998 23,968 19,491 - 75,457 CD's-Less than 100M 6,828 22,471 20,431 - 49,730 Repo's & Borrowed Money 11,000 - 20,000 15,000 46,000 Savings & IRA's 3,028 2,491 11,322 783 17,624 NOW & MMDA's 79,393 - 74,889 - 154,282 Non-Interest Bearing Deposits - - - - 37,918 Other Liabilities & Equity - - - - 37,323 --------- -------- --------- -------- --------- 132,247 48,930 146,133 15,783 418,334 TOTAL Period Gap: 10,298 (16,215) 32,955 15,856 Cumulative Gap: 10,298 (5,917) 27,038 42,894 Cumulative Gap/Total Assets 2.46% -1.41% 6.46% 10.25% RSA/RSL 1.08 0.67 1.23 2.00 Cumulative RSA/RSL 1.08 0.97 1.08 1.13
Based on this analysis, Management does not believe the Company would be materially impacted by changes in interest rates. 16 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Securities Holders. (a) The annual meeting of shareholders of the Corporation was held on April 27, 2000 ("Annual Meeting") (b) The following directors were elected at the Annual Meeting for terms expiring in 2003: G. Thomas Boylan and Benj. A. Smith, III. Other directors whose terms continued after the meeting are as follows: John F. Koetje, whose term expires in 2001; and Robert E. DenHerder and Philip J. Koning, whose terms expire in 2002. (c) At the Annual Meeting, two directors were elected for terms expiring in 2003. Director Nominees: For Against Abstain --- ------- ------- G. Thomas Boylan 3,105,507 2,400 32,569 Benj. A. Smith, III 3,064,257 43,650 32,569 Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits - 27 Financial Data Schedule (EDGAR version only) (b) Reports on Form 8-K - None. 17 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, to be signed on its behalf by the undersigned, thereunto duly authorized. MACATAWA BANK CORPORATION /s/ Benj. A. Smith, III Benj. A. Smith, III Chairman and Chief Executive Officer /s/ Philip J. Koning Philip J. Koning Treasurer and Secretary (Principal Accounting Officer) DATE: August 4, 2000 18 ::ODMA\PCDOCS\GRR\456794\4 EX-27 2 0002.txt
9 This schedule contains summary financial information from SEC Form 10-Q and is qualified in its entirety by reference to such financial information. 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 22,233,674 119,812 0 0 38,371,497 0 0 346,954,741 5,044,595 418,334,055 335,010,992 6,000,000 1,486,807 40,000,000 0 0 36,882,916 (1,046,660) 418,334,055 14,418,842 1,054,680 0 15,473,522 6,699,192 7,857,272 7,616,250 1,082,000 0 6,107,695 1,349,937 1,349,937 0 0 1,349,937 .38 .37 3.95 106,699 49,849 0 0 3,995,165 0 0 5,044,595 5,044,595 0 0
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