FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number 000-25927
MACATAWA BANK CORPORATION
(Exact name of registrant as specified in its charter)
|
MICHIGAN
(State of other jurisdiction of incorporation or organization) |
38-3391345 (I.R.S. Employer Identification No.) |
10753 Macatawa Drive, Holland, Michigan 49424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 820-1444
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock.
Indicate by check mark whether the issuer: (1) 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 ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form and no disclosure will be contained, to the best of Registrants 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X .
The registrants revenues for 2003 were $74,078,000. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on a per share price of $24.18 as of June 30, 2003, was $182,110,000 (common stock, no par value). As of March 4, 2004, there were outstanding 8,375,972 shares of the Companys common stock (no par value). Portions of the Companys Proxy Statement for the Annual Meeting of Shareholders to be held April 21, 2004 are incorporated by reference into Part II and Part III of this Report.
PART I
As used in this Annual Report, the terms we, us, our and Macatawa mean Macatawa Bank Corporation and its subsidiaries, unless the context indicates another meaning.
Macatawa Bank Corporation is a Michigan corporation and is a financial holding company and the bank holding company for its wholly owned banking subsidiary, Macatawa Bank, as well as Macatawa Investment Services, Inc. and Macatawa Statutory Trust I. Effective January 9, 2002, Macatawa Bank Corporation elected to become a financial holding company pursuant to Title I of the Gramm-Leach-Bliley Act. Macatawa Bank commenced operations on November 25, 1997. Grand Bank was formed in 1987 and operated from a single location in Grand Rapids, Michigan. Grand Bank became a wholly owned subsidiary effective April 1, 2002 upon the completion of the acquisition of Grand Bank Financial Corporation (GBFC), and its results are included in the consolidated statements of income since this effective date. To achieve further synergies from the Grand Bank acquisition, we merged Grand Bank into Macatawa Bank effective January 1, 2003 with the combined bank named Macatawa Bank. At the same time, Grand Bank Mortgage Company was merged into Macatawa Bank Mortgage Company.
Macatawa Bank is a Michigan chartered bank with depository accounts insured by the Federal Deposit Insurance Corporation. The bank operates twenty branch offices and a lending and operational service facility offering commercial and personal banking services, including checking and savings accounts (including certificates of deposit), safe deposit boxes, travelers checks, money orders, trust services and commercial, mortgage and consumer loans in Kent County, Ottawa County, and northern Allegan County, Michigan. Macatawa Investment Services was formed in October 2001 and gained approval in June 2002 from the NASD to commence operations as a broker/dealer. Macatawa Investment Services provides various brokerage services including discount brokerage, personal financial planning and consultation regarding mutual funds. Macatawa Statutory Trust I is a grantor trust that issued a pooled trust preferred security in July, 2003. Macatawa Bank Mortgage Company, a subsidiary of Macatawa Bank, originates and sells residential mortgage loans into the secondary market on a servicing released basis. As of December 31, 2003, we had total assets of $1.4 billion, total deposits of $1.1 billion, approximately 71,000 deposit accounts and shareholders equity of $121.9 million.
Our headquarters and administrative offices are located at 10753 Macatawa Drive, Holland, Michigan 49424, and our telephone number is (616) 820-1444. Our internet website address is www.macatawabank.com. We make available free of charge through this website our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after filing such reports with the Securities and Exchange Commission. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this document.
Deposit Services. We offer a broad range of deposit services, including checking accounts, savings accounts and time deposits of various types. Transaction accounts and time certificates are tailored to the principal market area at rates competitive with those offered in the area. All deposit accounts are insured by the FDIC up to the maximum amount permitted by law. We solicit these accounts from individuals, businesses, associations, churches, nonprofit organizations, financial institutions and government authorities. We may also use alternative funding sources as needed, including advances from Federal Home Loan Banks, conduit financing and the packaging of loans for securitization and sale.
Deposits are gathered primarily from the communities we serve through our network of 20 branches. We offer business and consumer checking accounts, regular and money market savings accounts, and certificates of deposits having many options in their terms.
2
We set our deposit pricing to be competitive with other banks in our market area. This has enabled us to increase deposits from new, as well as existing customers, while maintaining a healthy net interest margin. We periodically purchase brokered deposits to supplement funding needs. These are time accounts originated outside of our local market area. Brokered deposits comprised approximately 10% of total deposits at December 31, 2003 and approximately 12% at December 31, 2002. We operate in a very competitive environment, competing with other local banks similar in size and with significantly larger regional banks. We monitor rates at other financial institutions in the area to ascertain that our rates are competitive with the market. We also attempt to offer a wide variety of products to meet the needs of our customers.
Deposit Portfolio Composition. The following table sets forth the average deposit balances and the weighted average rates paid thereon.
| (Dollars in thousands) | |||||||||||||||||||||||
| Average for the Year | |||||||||||||||||||||||
| 2003 | 2002 | 2001 | |||||||||||||||||||||
| Amount | Average Rate |
Amount | Average Rate |
Amount | Average Rate |
||||||||||||||||||
| Noninterest bearing demand | $ | 110,670 | - | $ | 82,757 | - | $ | 52,184 | - | ||||||||||||||
| NOW accounts | 137,361 | 0.6% | 118,594 | 1.1% | 55,951 | 1.8% | |||||||||||||||||
| MMDA/savings | 293,509 | 1.0% | 260,206 | 1.9% | 174,933 | 3.3% | |||||||||||||||||
| Time | 432,230 | 3.1% | 328,715 | 3.6% | 176,983 | 5.8% | |||||||||||||||||
| Total deposits | $ | 973,770 | 2.0% | $ | 790,272 | 2.6% | $ | 460,051 | 4.5% | ||||||||||||||
The following table summarizes time deposits in amounts of $100,000 or more by time remaining until maturity as of December 31, 2003:
(Dollars in thousands)
| Amount | ||||||
| Three months or less | $ | 65,596 | ||||
| Over 3 months through 6 months | 43,372 | |||||
| Over 6 months through 1 year | 59,453 | |||||
| Over 1 year | 104,071 | |||||
| Total | $ | 272,492 | ||||
3
Lending Activities.
Loan Portfolio Composition. The following table reflects the composition of our loan portfolio and the corresponding percentage of our total loans represented by each class of loans as of the dates indicated.
Loan Portfolio Composition
| (Dollars in thousands) | Year Ended December 31 | |||||||||||||||||||||||||||||||
| 2003 | 2002 | 2001 | 2000 | 1999 | ||||||||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||||||||||||||||||||||
| Commercial real estate | $ | 467,918 | 40% | $ | 356,310 | 37% | $ | 133,428 | $ | 25% | $ | 79,444 | 19% | $ | 54,160 | 19% | ||||||||||||||||
| Residential real estate | 172,647 | 15% | 133,843 | 14% | 67,655 | 12% | 60,822 | 15% | 44,734 | 15% | ||||||||||||||||||||||
| Other commercial | 381,097 | 33% | 341,370 | 36% | 269,993 | 49% | 214,098 | 52% | 147,232 | 52% | ||||||||||||||||||||||
| Consumer | 135,445 | 12% | 129,515 | 13% | 74,617 | 14% | 56,312 | 14% | 39,248 | 14% | ||||||||||||||||||||||
| Total loans | $ | 1,157,107 | 100% | $ | 961,038 | 100% | $ | 545,693 | 100% | $ | 410,676 | 100% | $ | 285,374 | 100% | |||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Allowance for loan losses | (16,093 | ) | (13,472 | ) | (7,699 | ) | (5,854 | ) | (3,995 | ) | ||||||||||||||||||||||
| Total loans receivable, net | $ | 1,141,014 | $ | 947,566 | $ | 537,994 | $ | 404,822 | $ | 284,379 | ||||||||||||||||||||||
Nonperforming Assets. The following table shows the composition and amount of our nonperforming assets.
| (Dollars in thousands) | December 31 | ||||||||||||||||||
| 2003 | 2002 | 2001 | 2000 | 1999 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonaccrual loans | $ | 1,717 | $ | 2,539 | $ | 2,084 | $ | 155 | $ | 101 | |||||||||
| Loans 90 days or more delinquent and still accruing | 2,308 | 259 | 298 | 41 | - | ||||||||||||||
| Restructured loans | - | - | - | - | - | ||||||||||||||
| Total nonperforming loans | 4,025 | 2,798 | 2,382 | 196 | 101 | ||||||||||||||
| Foreclosed assets | 464 | 388 | - | - | - | ||||||||||||||
| Repossessed assets | 4 | 58 | - | - | - | ||||||||||||||
| Total nonperforming assets | $ | 4,493 | $ | 3,244 | $ | 2,382 | $ | 196 | $ | 101 | |||||||||
| Nonperforming loans to total loans | .35 | % | .29 | % | .43 | % | .05 | % | .04 | % | |||||||||
| Nonperforming assets to total assets | .32 | % | .28 | % | .36 | % | .04 | % | .03 | % | |||||||||
4
Loan Loss Experience
The following is a summary of our
loan balances at the end of each period and the daily average balances of these loans. It
also includes changes in the allowance for loan losses arising from loans charged-off and
recoveries on loans previously charged-off, and additions to the allowance which we have
expensed.
| (Dollars in thousands) | December 31 | ||||||||||||||||
| 2003 | 2002 | 2001 | 2000 | 1999 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loans: | |||||||||||||||||
| Average daily balance of loans for the year | $ | 1,046,723 | $ | 831,709 | $ | 474,318 | $ | 347,351 | $ | 213,472 | |||||||
| Amount of loans outstanding at end of period | 1,157,107 | 961,038 | 545,693 | 410,676 | 285,374 | ||||||||||||
| Allowance for loan losses: | |||||||||||||||||
| Balance at beginning of year | $ | 13,472 | $ | 7,699 | $ | 5,854 | $ | 3,995 | $ | 2,030 | |||||||
| Balances from GBFC acquisition | -- | 3,464 | |||||||||||||||
| Addition to allowance charged to operations | 4,105 | 3,321 | 2,285 | 1,931 | 1,967 | ||||||||||||
| Loans charged-off: | |||||||||||||||||
| Commercial | (1,308 | ) | (1,143 | ) | (485 | ) | (67 | ) | - | ||||||||
| Residential Real Estate | (50 | ) | - | (1 | ) | - | - | ||||||||||
| Consumer | (187 | ) | (128 | ) | (27 | ) | (20 | ) | (6 | ) | |||||||
| Recoveries: | |||||||||||||||||
| Commercial | 26 | 249 | 63 | 14 | - | ||||||||||||
| Residential Real Estate | 17 | 0 | 1 | - | - | ||||||||||||
| Consumer | 18 | 10 | 9 | 1 | 4 | ||||||||||||
| Balance at end of year | $ | 16,093 | $ | 13,472 | $ | 7,699 | $ | 5,854 | $ | 3,995 | |||||||
| Ratios: | |||||||||||||||||
| Net charge-offs to average loans outstanding | .14 | % | .12 | % | .09 | % | .02 | % | - | ||||||||
| Allowance for loan losses to loans outstanding at year end | 1.39 | % | 1.40 | % | 1.41 | % | 1.43 | % | 1.40 | % | |||||||
Allocation of the
Allowance for Loan Losses
The following table shows the
allocation of the allowance for loan loss at the dates indicated to the extent specific
allocations have been determined relative to particular loans.
(Dollars in thousands)
| Year Ended December 31 | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | 2001 | 2000 | 1999 | ||||||||||||||||||||||||||||
| Allowance Amount |
% of Each Category to Total Loans |
Allowance Amount |
% of Each Category to Total Loans |
Allowance Amount |
% of Each Category to Total Loans |
Allowance Amount |
% of Each Category to Total Loans |
Allowance Amount |
% of Each Category to Total Loans |
|||||||||||||||||||||||
| Commercial and commercial real estate |
$ | 14,371 | 78.3 | % | $ | 11,207 | 72.6 | % | $ | 6,391 | 73.9 | % | $ | 3,902 | 71.5 | % | $ | 2,784 | 70.6 | % | ||||||||||||
| Real estate mortgages | 360 | 10.0 | % | 326 | 13.9 | % | 196 | 12.4 | % | 176 | 14.8 | % | 112 | 15.7 | % | |||||||||||||||||
| Consumer | 1,074 | 11.7 | % | 950 | 13.5 | % | 564 | 13.7 | % | 435 | 13.7 | % | 297 | 13.7 | % | |||||||||||||||||
| Unallocated | 288 | - | 989 | - | 548 | - | 1,341 | - | 802 | - | ||||||||||||||||||||||
| Total | $ | 16,093 | 100.0 | % | $ | 13,472 | 100.0 | % | $ | 7,699 | 100.0 | % | $ | 5,854 | 100.0 | % | $ | 3,995 | 100.0 | % | ||||||||||||
5
Maturities and Sensitivities of Loans to Changes in Interest Rates. The following table shows the amount of total loans outstanding as of December 31, 2003 which, based on remaining scheduled repayments of principal, are due in the periods indicated.
(Dollars in thousands)
| Maturing | |||||||||
| Within One Year | After One, But Within Five Years |
After Five Years | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate | $ 129,493 | $322,597 | $ 15,828 | $ 467,918 | |||||
| Residential real estate | 47,700 | ||||||||