[X] QUARTERLY REPORT UNDER
SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
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 (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)
Registrants telephone number, including area code: (616) 820-1444
_________________
Indicate by check 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 __x__ No _____
Indicate by check whether
the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes __x__ No_____
The number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 8,863,079 shares of the Companys Common Stock (no par value) were outstanding as of May 5, 2005.
| Page Number | |||
|---|---|---|---|
| Part I Financial Information: | |||
| Item 1 | |||
| Consolidated Financial Statements | 3 | ||
| Notes to Consolidated Financial Statements | 8 | ||
| Item 2 | |||
| Management's Discussion and Analysis of | |||
| Financial Condition and Results of Operations | 17 | ||
| Item 3 | |||
| Quantitative and Qualitative Disclosures | |||
| About Market Risk | 24 | ||
| Item 4 | |||
| Controls and Procedures | 25 | ||
| Part II Other Information: | |||
| Item 1 | |||
| Legal Proceedings | 25 | ||
| Item 2 | |||
| Changes in Securities and Use of Proceeds | 27 | ||
| Item 3 | |||
| Defaults Upon Senior Securities | 27 | ||
| Item 4 | |||
| Submission of Matters to a Vote of Security Holders | 27 | ||
| Item 5 | |||
| Other Information | 27 | ||
| Item 6 | |||
| Exhibits | 27 | ||
| Signatures | 28 | ||
2
MACATAWA BANK
CORPORATION
CONSOLIDATED BALANCE
SHEETS
As of March 31, 2005 (unaudited)
and December 31, 2004
| (dollars in thousands except share data) | March 31, 2005 |
December 31, 2004 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Cash and due from banks | $ 34,303 | $ 31,711 | |||
| Securities available for sale | 153,986 | 137,249 | |||
| Securities held to maturity | 2,550 | 2,552 | |||
| Federal Home Loan Bank stock | 12,359 | 12,239 | |||
| Loans held for sale | 3,158 | 3,150 | |||
| Total loans | 1,425,781 | 1,396,387 | |||
| Allowance for loan losses | (19,534 | ) | (19,251 | ) | |
| 1,406,247 | 1,377,136 | ||||
| Premises and equipment - net | 45,897 | 45,784 | |||
| Accrued interest receivable | 7,282 | 6,395 | |||
| Goodwill | 23,915 | 23,915 | |||
| Acquisition intangibles | 2,239 | 2,347 | |||
| Bank-owned life insurance | 20,320 | 20,157 | |||
| Other assets | 9,213 | 9,971 | |||
| Total assets | $ 1,721,469 | $ 1,672,606 | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| Deposits | |||||
| Noninterest-bearing | $ 134,663 | $ 149,104 | |||
| Interest-bearing | 1,227,169 | 1,202,412 | |||
| Total | 1,361,832 | 1,351,516 | |||
| Federal funds purchased | 14,789 | 22,131 | |||
| Federal Home Loan Bank advances | 167,563 | 123,985 | |||
| Long-term debt | 41,238 | 41,238 | |||
| Accrued expenses and other liabilities | 5,879 | 4,662 | |||
| Total liabilities | 1,591,301 | 1,543,532 | |||
| Shareholders' equity | |||||
| Preferred stock, no par value, 500,000 shares authorized; | |||||
| no shares issued and outstanding | |||||
| Common stock, no par value, 20,000,000 shares authorized; | |||||
| 8,855,633 shares and 8,823,902 issued and outstanding as of | |||||
| March 31, 2005 and December 31, 2004, respectively | 124,843 | 124,389 | |||
| Retained earnings | 7,485 | 4,277 | |||
| Accumulated other comprehensive income (loss) | (2,160 | ) | 408 | ||
| Total shareholders' equity | 130,168 | 129,074 | |||
| Total liabilities and shareholders' equity | $ 1,721,469 | $ 1,672,606 | |||
See accompanying notes to consolidated financial statements
3
MACATAWA BANK
CORPORATION
CONSOLIDATED STATEMENTS
OF INCOME
Three Month Periods
Ended March 31, 2005 and 2004
(unaudited)
| (dollars in thousands) | Three Months Ended March 31, 2005 |
Three Months Ended March 31, 2004 |
|||||
|---|---|---|---|---|---|---|---|
| Interest income | |||||||
| Loans, including fees | $21,559 | $15,994 | |||||
| Securities | 1,501 | 1,194 | |||||
| FHLB Stock | 129 | 111 | |||||
| Other | 9 | 6 | |||||
| Total interest income | 23,198 | 17,305 | |||||
| Interest expense | |||||||
| Deposits | 6,325 | 4,404 | |||||
| Other | 2,029 | 1,509 | |||||
| Total interest expense | 8,354 | 5,913 | |||||
| Net interest income | 14,844 | 11,392 | |||||
| Provision for loan losses | 900 | 1,225 | |||||
| Net interest income after | |||||||
| provision for loan losses | 13,944 | 10,167 | |||||
| Noninterest income | |||||||
| Service charges and fees | 724 | 651 | |||||
| Gain on sales of loans | 559 | 529 | |||||
| Trust fees | 715 | 738 | |||||
| Other | 675 | 380 | |||||
| Total noninterest income | 2,673 | 2,298 | |||||
| Noninterest expense | |||||||
| Salaries and benefits | 5,405 | 4,487 | |||||
| Occupancy of premises | 842 | 699 | |||||
| Furniture and equipment | 703 | 677 | |||||
| Legal and professional fees | 187 | 52 | |||||
| Marketing and promotion | 391 | 286 | |||||
| Supplies | 135 | 143 | |||||
| Data processing fees | 385 | 251 | |||||
| Other | 1,914 | 1,662 | |||||
| Total noninterest expenses | 9,962 | 8,257 | |||||
| Income before income tax expense | 6,655 | 4,208 | |||||
| Income tax expense | 2,120 | 1,342 | |||||
| Net income | $ 4,535 | $ 2,866 | |||||
| Basic earnings per share | $.45 | $.28 | |||||
| Diluted earnings per share | .44 | .28 | |||||
| Cash dividends per share | .13 | .10 | |||||
See accompanying notes to consolidated financial statements
4
MACATAWA BANK
CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Three Month Periods
Ended March 31, 2005 and 2004
(unaudited)
| (dollars in thousands) | Common Stock |
Retained Earnings |
Accumulated Other Comprehensive Income |
Total Shareholders Equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Balance, January 1, 2004 | $ 114,568 | $ 5,300 | $ 2,032 | $ 121,900 | |||||
| Net income for three months ended March 31, 2004 | 2,866 | 2,866 | |||||||
| Other comprehensive income (loss), net of tax: | |||||||||
| Net change in unrealized gain (loss) on securities | 478 | 478 | |||||||
| Net change in unrealized gain (loss) on derivative | |||||||||
| instruments | 534 | 534 | |||||||
| Comprehensive income | 3,878 | ||||||||
| Issued 14,647 shares for stock option exercises | 121 | 121 | |||||||
| Cash dividends at $.10 per share | (1,036 | ) | (1,036 | ) | |||||
| Balance, March 31, 2004 | $ 114,689 | $ 7,130 | $ 3,044 | $ 124,863 | |||||
| Balance, January 1, 2005 | $ 124,389 | $ 4,277 | $ 408 | $ 129,074 | |||||
| Net income for three months ended March 31, 2005 | 4,535 | 4,535 | |||||||
| Other comprehensive income (loss), net of tax: | |||||||||
| Net change in unrealized gain (loss) on securities | (1,491 | ) | (1,491 | ) | |||||
| Net change in unrealized gain (loss) on derivative | |||||||||
| instruments | (1,077 | ) | (1,077 | ) | |||||
| Comprehensive income | 1,967 | ||||||||
| Issued 31,731shares for stock option exercises (net of | |||||||||
| 990 shares exchanged and including $41 of tax | 454 | 454 | |||||||
| benefit) | |||||||||
| Cash dividends at $.13 per share | (1,327 | ) | (1,327 | ) | |||||
| Balance, March 31, 2005 | $ 124,843 | $ 7,485 | $(2,160 | ) | $ 130,168 | ||||
See accompanying notes to consolidated financial statements
5
MACATAWA BANK
CORPORATION
CONSOLIDATED STATEMENTS
OF CASH FLOWS
Three Month Periods
Ended March 31, 2005 and 2004
(unaudited)
| (dollars in thousands) | Three Months Ended March 31, 2005 |
Three Months Ended March 31, 2004 | |||
|---|---|---|---|---|---|
| Cash flows from operating activities | |||||
| Net income | $ 4,535 | $ 2,866 | |||
| Adjustments to reconcile net income to net | |||||
| cash from operating activities: | |||||
| Depreciation and amortization | 808 | 763 | |||
| Provision for loan losses | 900 | 1,225 | |||
| Origination of loans for sale | (32,128 | ) | (35,362 | ) | |
| Proceeds from sales of loans originated for sale | 32,615 | 35,580 | |||
| Gain on sales of loans | (559 | ) | (529 | ) | |
| Net change in: | |||||
| Accrued interest receivable and other assets | (706 | ) | (2,397 | ) | |
| Bank-owned life insurance | (163 | ) | --- | ||
| Accrued expenses and other liabilities | 2,640 | 4,126 | |||
| Net cash from operating activities | 7,942 | 6,272 | |||
| Cash flows from investing activities | |||||
| Loan originations and payments, net | (31,147 | ) | (67,496 | ) | |
| Purchases of securities available for sale | (26,060 | ) | (22,466 | ) | |
| Maturities and calls of securities available for sale | 6,989 | 9,500 | |||
| Principal paydowns on securities | 17 | 173 | |||
| Additions to premises and equipment | (787 | ) | (1,807 | ) | |
| Net cash used in investing activities | (50,988 | ) | (82,096 | ) | |
| Cash flows from financing activities | |||||
| Net increase (decrease) in deposits | 10,316 | (123 | ) | ||
| Net increase (decrease) in short term borrowings | (7,342 | ) | 26,083 | ||
| Proceeds from Federal Home Loan Bank advances | 140,000 | 25,000 | |||
| Repayments of Federal Home Loan Bank advances | (96,422 | ) | (24,860 | ) | |
| Proceeds from long-term debt and other borrowings | --- | 21,583 | |||
| Cash dividends paid | (1,327 | ) | (1,036 | ) | |
| Proceeds from exercises of stock options | 413 | 121 | |||
| Net cash from financing activities | 45,638 | 46,768 | |||
| Net change in cash and cash equivalents | 2,592 | (29,056 | ) | ||
| Cash and cash equivalents at beginning of period | 31,711 | 60,047 | |||
| Cash and cash equivalents at end of period | $ 34,303 | $ 30,991 | |||
See accompanying notes to consolidated financial statements
6
MACATAWA BANK
CORPORATION
CONSOLIDATED STATEMENTS
OF CASH FLOWS (continued)
Three Month Periods
Ended March 31, 2005 and 2004
(unaudited)
| (dollars in thousands) | Three Months Ended March 31, 2005 |
Three Months Ended March 31, 2004 | |||
|---|---|---|---|---|---|
| Supplemental cash flow information | |||||
| Interest paid | $8,021 | $6,140 | |||
| Income taxes paid | --- | --- | |||
| Supplemental noncash disclosures: | |||||
| Transfers from loans to other real estate | 1,200 | --- | |||
See accompanying notes to consolidated financial statements
7
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
(Unaudited)
Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Macatawa Bank, and its wholly-owned subsidiary, Macatawa Bank Mortgage Company; and Macatawa Investment Services, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company also owns all of the common stock of Macatawa Statutory Trust I and Macatawa Statutory Trust II. These are grantor trusts that issued trust preferred securities and are not consolidated with the Company per FASB Interpretation No. 46.
Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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 three month periods ended March 31, 2005, are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information, refer to the consolidated financial statements and footnotes thereto included in Macatawa Bank Corporations (the Company) 2004 Annual Report containing financial statements for the year ended December 31, 2004.
All per share amounts and average shares outstanding have been adjusted for all periods presented to reflect the 15% stock dividend to be distributed on May 27, 2005, and the 5% stock dividend distributed on May 28, 2004.
Stock Compensation: Employee compensation expense under stock option plans is reported using the intrinsic value method. No compensation cost related to stock options was recognized during the three month periods ended March 31, 2005 and 2004, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. Had compensation cost for stock options been measured using the fair value method, net income and basic and diluted earnings per share would have been the pro forma amounts indicated below (dollars in thousands). The pro forma effect may increase in the future if more options are granted.
| (dollars in thousands) | Three Months Ended March 31, 2005 |
Three Months Ended March 31, 2004 | |||
|---|---|---|---|---|---|
| Net income as reported | $ 4,535 | $ 2,866 | |||
| Stock-based compensation cost, net of tax | (59 | ) | (70 | ) | |
| Pro forma net income | 4,476 | 2,796 | |||
| Basic earnings per share as reported | .45 | .33 | |||
| Pro forma basic earnings per share | .44 | .32 | |||
| Diluted earnings per share as reported | .44 | .32 | |||
| Pro forma diluted earnings per share | .43 | .31 | |||
8
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
(Unaudited)
Recently-Issued Standards Not Yet Adopted:
FAS 123, Revised, requires all public companies to record compensation cost for stock options provided to employees in return for employee service. The cost is measured at the fair value of the options when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options. As amended, this will apply to awards granted or modified beginning with the first quarter of 2006. Compensation cost will also be recorded for prior option grants that vest after the date of adoption. The effect on results of operations will depend on the level of future option grants and the calculation of the fair value of the options granted at such future date, as well as the vesting periods provided, and so cannot currently be predicted. Existing options that will vest after the adoption date are not expected to result in significant additional compensation expense. There will be no significant effect on financial position as total equity will not change.
The amortized cost and fair values of securities at year-end were as follows (dollars in thousands):
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Values | ||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, 2005 | |||||||||
| Available for Sale: | |||||||||
| U.S. Treasury and federal | |||||||||
| agency securities | $110,427 | $ 202 | $ (2,048 | ) | $108,581 | ||||
| State and municipal bonds | 45,149 | 642 | (386 | ) | 45,405 | ||||
| $155,576 | $ 844 | $ (2,434 | ) | $153,986 | |||||
| Held to Maturity: | |||||||||
| State and municipal bonds | $ 2,550 | $ 89 | $ --- | $ 2,639 | |||||
| $ 2,550 | $ 89 | $ --- | $ 2,639 | ||||||
| December 31, 2004 | |||||||||
| Available for Sale: | |||||||||
| U.S. Treasury and federal | |||||||||
| agency securities | $ 91,394 | $ 447 | $ (442 | ) | $ 91,399 | ||||
| State and municipal bonds | 45,152 | 907 | (209 | ) | 45,850 | ||||