EXHIBIT 13
We thought 2006 was going to be a record year for Macatawa Bank.
The results were in, and our numbers looked great. Even though we were in a market experiencing economic challenges, with a difficult interest rate environment causing shrinking margins, we had once again delivered across-the-board improvements in all key areas.
But shortly before the end of the first quarter of 2007, we realized a fraud had been perpetrated against the bank by one of our commercial loan customers. With disbelief, we began to investigate.
What we found was not pretty: About $5.2 million in loans had become impaired. That means it is unlikely that the borrower will be able to repay us and that the collateral used to secure the loans wont be enough to cover them.
As soon as we became aware of this situation, we determined that most of the loan balance was a loss and took a corresponding charge to earnings of $4.7 million in the fourth quarter of 2006. This reduced what would have been record net income to $19.8 million for the year, down approximately 5 percent over 2005.
This is distressing to us and to you, our shareholders. It is also unacceptable. As part of our internal investigation, we began to review our loan policies and procedures. As a management team, we pledge that these procedures will be scrutinized and tightened to prevent a recurrence.
This certainly is not easy news to deliver or to hear. But it is important to note that Macatawa Bank is financially strong and well-capitalized. We have a solid foundation and, with the support of shareholders and employees, will continue to grow.
Despite this unwelcome fourth-quarter development, much happened according to our strategic plan in 2006:
| Macatawa Banks total assets exceeded $2.0 billion in 2006. | |
| Our core deposits grew $171 million or 14 percent, well in excess of the growth rates of the markets within which we operate. | |
| We continue to attract new customers, adding nearly 10,000 net new deposit accounts in 2006. | |
| We remain number one in market share in Ottawa County, while steadily growing our Kent County market share. In addition, a consumer survey conducted by The Holland Sentinel ranked us as Best Bank on the Lakeshore for the sixth year in a row. |
Looking forward, our focus remains on building the strongest franchise in West Michigan. While we continued to make great strides in expanding our reach during 2006, we see significant opportunity ahead of us, especially in the greater Grand Rapids market. We have aggressive plans to increase our physical presence in the Grand Rapids metropolitan market. In January 2007, we opened a Breton Village branch, which will serve parts of both East Grand Rapids and Kentwood. In February, we relocated our Byron Center storefront to a new, free standing, full-service branch designed to better position us in this growing market. This summer, we will open a Cascade branch on 28th Street east of I-96, which will complement and strengthen our position in Kent County.
While our branch network is critical to our success, we are exploring alternative delivery systems and enhanced technology that allows us to engage customers in new and more convenient ways. Todays technology enables our customers to become much more sophisticated product users. For example, last year the number of customers using Macatawa Connect for bill payment increased 50 percent. This activity is an indication of how future generations will do their banking. We are committed to being a leader in this area by providing expanded capabilities, comprehensive security, and a high level of user friendliness.
Treasury Management is another area where we have achieved significant growth. Were able to offer our larger customers state-of-the-art technology, such as remote deposit capture, which saves time, money and improves their cash flow. We deliver these products with a high level of personal service, creating a very compelling product. The latest technology is only effective when backed by first-rate personnel support. We believe customers still want a real person to answer the phone, address a question or solve a problem quickly. Macatawa provides high-touch technology, a unique blend of personal service and state-of-the-art technology.
We have taken significant steps this past year to enhance our Financial Services Group with the addition of Asset Management services. This strengthens our portfolio management capabilities and provides our Trust and Financial Service customers with increased investment options and more in-depth counseling. We believe we have a great opportunity to increase our business in this area. Last year the Trust group delivered a 23 percent increase in revenue over the prior year, and we feel we can do even better in the future.
At the core of our success remains our people, our Real Performers and the values and principles they live by. Day in and day out, they provide a level of service that engages customers and builds the long-term relationships that deliver continued growth. Its not just the people who work face to face with our customers, but also those who provide the underlying foundation in products and technology that continue to drive our business forward. It is also about the countless hours our employees donate in support of their local communities. We invite you to learn more about a few of our Real Performers in the following pages, knowing that they represent the 480 other employees that we have employed throughout the Macatawa Bank market area.
/s/ Benjamin A. Smith
Benjamin A. Smith III
CHAIRMAN &
CEO / MACATAWA BANK CORPORATION
/s/ Philip J. Koning
Philip J. Koning
PRESIDENT / MACATAWA BANK
CORPORATION
PRESIDENT & CEO / MACATAWA BANK
Selected Consolidated
Financial Data
The following selected consolidated
financial and other data are derived from the Companys Financial Statements and
should be read with the Consolidated Financial Statements and Notes thereto, and
Managements Discussion and Analysis of Results of Operations and Financial
Condition. The Consolidated Balance Sheets as of December 31, 2006 and 2005, and the
Consolidated Statements of Income for the years ended December 31, 2006, 2005, and 2004,
are included elsewhere in this Annual Report.
(Dollars in thousands, except per share data) | As of and For the Year Ended December 31 | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 | 2005 | 2004 | 2003 | 2002 | |||||||||||||
Financial Condition | |||||||||||||||||
Total assets | $ | 2,074,816 | $ | 1,869,990 | $ | 1,672,606 | $ | 1,401,111 | $ | 1,176,583 | |||||||
Securities | 201,257 | 160,603 | 139,801 | 109,673 | 90,170 | ||||||||||||
Loans | 1,711,450 | 1,547,879 | 1,396,387 | 1,157,107 | 961,038 | ||||||||||||
Deposits | 1,667,557 | 1,507,772 | 1,351,516 | 1,109,399 | 920,873 | ||||||||||||
Other borrowed funds | 192,018 | 145,161 | 123,985 | 145,680 | 106,897 | ||||||||||||
Shareholders' equity | 156,849 | 141,744 | 129,074 | 121,900 | 113,974 | ||||||||||||
Share Information* | |||||||||||||||||
Basic earnings per common share | $ | 1.22 | $ | 1.30 | $ | .80 | $ | .74 | $ | .65 | |||||||
Diluted earnings per common share | 1.20 | 1.27 | .79 | .73 | .64 | ||||||||||||
Book value per common share | 9.65 | 8.80 | 8.07 | 7.66 | 7.23 | ||||||||||||
Dividends per common share | .48 | .39 | .28 | .22 | .17 | ||||||||||||
Weighted average dilutive shares outstanding | 16,551,879 | 16,485,069 | 16,252,442 | 16,143,202 | 14,907,400 | ||||||||||||
Shares outstanding at end of period | 16,254,619 | 16,109,087 | 15,987,726 | 15,918,309 | 15,758,565 | ||||||||||||
Operations | |||||||||||||||||
Interest income | $ | 133,506 | $ | 105,395 | $ | 78,329 | $ | 64,435 | $ | 57,252 | |||||||
Interest expense | 66,089 | 42,558 | 26,309 | 22,341 | 22,902 | ||||||||||||
Net interest income | 67,417 | 62,837 | 52,020 | 42,094 | 34,350 | ||||||||||||
Provision for loan losses | 7,715 | 3,675 | 7,890 | 4,105 | 3,321 | ||||||||||||
Net interest income after provision | |||||||||||||||||
for loan losses | 59,702 | 59,162 | 44,130 | 37,989 | 31,029 | ||||||||||||
Total noninterest income | 14,177 | 13,004 | 10,042 | 10,154 | 7,877 | ||||||||||||
Total noninterest expense | 44,913 | 41,423 | 35,400 | 30,575 | 24,741 | ||||||||||||
Income before tax | 28,966 | 30,743 | 18,772 | 17,568 | 14,165 | ||||||||||||
Federal income tax | 9,135 | 9,854 | 5,996 | 5,788 | 4,652 | ||||||||||||
Net income | $ | 19,831 | $ | 20,889 | $ | 12,776 | $ | 11,780 | $ | 9,513 | |||||||
Performance Ratios | |||||||||||||||||
Return on average equity | 13.09 | % | 15.30 | % | 10.15 | % | 9.91 | % | 9.46 | % | |||||||
Return on average assets | 1.01 | % | 1.17 | % | .83 | % | .94 | % | .95 | % | |||||||
Yield on average interest-earning assets | 7.26 | % | 6.37 | % | 5.47 | % | 5.55 | % | 6.16 | % | |||||||
Cost on average interest-bearing liabilities | 4.01 | % | 2.87 | % | 2.07 | % | 2.19 | % | 2.82 | % | |||||||
Average net interest spread | 3.25 | % | 3.50 | % | 3.40 | % | 3.36 | % | 3.34 | % | |||||||
Average net interest margin | 3.67 | % | 3.81 | % | 3.64 | % | 3.63 | % | 3.69 | % | |||||||
Efficiency ratio | 55.04 | % | 54.62 | % | 57.04 | % | 58.52 | % | 58.59 | % | |||||||
Capital Ratios | |||||||||||||||||
Equity to assets | 7.56 | % | 7.58 | % | 7.72 | % | 8.70 | % | 9.69 | % | |||||||
Total risk-based capital ratio | 10.85 | % | 11.07 | % | 11.12 | % | 10.92 | % | 9.89 | % | |||||||
Credit Quality Ratios | |||||||||||||||||
Allowance for loan losses to total loans | 1.36 | % | 1.36 | % | 1.38 | % | 1.39 | % | 1.40 | % | |||||||
Nonperforming assets to total assets | 1.23 | % | .26 | % | .35 | % | .32 | % | .28 | % | |||||||
Net charge-offs to average loans | .33 | % | .13 | % | .37 | % | .14 | % | .12 | % |
*Retroactively adjusted to reflect the effect of all stock splits and dividends.
A summary of selected quarterly results of operations for the years ended December 31, 2006 and 2005 follows:
(Dollars in thousands, except per share data) | Three Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
March 31 | June 30 | September 30 | December 31 | |||||||||||
2006 | ||||||||||||||
Interest income | $ | 30,241 | $ | 32,896 | $ | 34,779 | $ | 35,589 | ||||||
Net Interest income | 16,314 | 16,975 | 17,083 | 17,045 | ||||||||||
Provision for loan losses | 700 | 800 | 490 | 5,725 | ||||||||||
Income before income tax expense | 7,723 | 8,471 | 8,839 | 3,934 | ||||||||||
Net income | 5,222 | 5,756 | 6,009 | 2,845 | ||||||||||
Net income per share* | ||||||||||||||
Basic | 0.32 | 0.36 | 0.37 | 0.18 | ||||||||||
Diluted | 0.32 | 0.35 | 0.36 | 0.17 | ||||||||||
2005 | ||||||||||||||
Interest income | $ | 23,198 | $ | 25,357 | $ | 27,752 | $ | 29,087 | ||||||
Net Interest income | 14,844 | 15,487 | 16,105 | 16,401 | ||||||||||
Provision for loan losses | 900 | 1,125 | 855 | 795 | ||||||||||
Income before income tax expense | 6,655 | 7,769 | 8,211 | 8,107 | ||||||||||
Net income | 4,535 | 5,262 | 5,550 | 5,542 | ||||||||||
Net income per share* | ||||||||||||||
Basic | 0.28 | 0.33 | 0.35 | 0.34 | ||||||||||
Diluted | 0.28 | 0.32 | 0.34 | 0.34 |
*Retroactively adjusted to reflect the effect of all stock splits and dividends.
Net income for the fourth quarter of 2006 includes the impact of a $4.7 million ($3.1 million after tax, or $0.18) per share charge against earnings related to a commercial borrower whose loans became impaired as described in Note 1 - Recent Developments and Note 4 of the financial statements.
Managements discussion and analysis of results of operations and financial condition contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in such forward-looking statements.
The following section presents additional information to assess the results of operations and financial condition of the Company. This section should be read in conjunction with the consolidated financial statements and the supplemental financial data contained elsewhere in this Annual Report.
Macatawa Bank Corporation is a Michigan corporation and is the holding company for a wholly owned subsidiary, Macatawa Bank and for two trusts, Macatawa Statutory Trust I and Macatawa Statutory Trust II. Effective November 1, 2006, Macatawa Investment Services, Inc., a wholly owned subsidiary of Macatawa Bank Corporation, ceased doing business as a registered broker-dealer. Macatawa Bank Corporation is a financial holding company pursuant to Title I of the Gramm-Leach-Bliley Act. Macatawa Bank is a Michigan chartered bank with depository accounts insured by the Federal Deposit Insurance Corporation. The bank operates twenty-four branch offices and a lending and operational service facility, providing a full range of commercial and consumer banking and trust services in Kent County, Ottawa County, and northern Allegan County, Michigan. On November 1, 2006, Macatawa Bank began offering brokerage services to its customers through an arrangement with Infinex Investments, Inc. (Infinex). Infinex is a full service investment provider, a registered broker-dealer and a member of the National Association of Securities Dealers (NASD) and the Securities Investor Protection Corporation (SIPC). As more fully discussed in our Form 8-K dated October 11, 2006, Macatawa Bank Corporation entered into an Agreement and Plan of Merger with the Smith & Associates investment advisory firm based in Holland, Michigan. The Smith & Associates acquisition became effective on January 1, 2007 and that business is now part of Macatawa Bank. Macatawa Statutory Trusts I and II are grantor trusts and issued $20.0 million each of pooled trust preferred securities. These trusts are not consolidated in the Corporations financial statements. For further information regarding consolidation, see the Notes to the Consolidated Financial Statements included herein. Macatawa Bank Mortgage Company, a subsidiary of Macatawa Bank, originates and sells residential mortgage loans into the secondary market on a servicing released basis.
While maintaining asset quality and improving profitability, we have experienced rapid and substantial growth since opening Macatawa Bank in November of 1997. We first became profitable in 1999 and have increased earnings each year since then with 2006 net income reaching $22.9 million. Since our inception in 1997, we have raised approximately $100.6 million in capital through private and public common stock offerings and trust preferred offerings to facilitate our growth and progress over these years.
We believe that growth in core deposits is key to our long-term success and is our primary funding source for asset growth. Establishing a branching network in our markets has been of high importance in order to facilitate this core deposit growth. We have gained community awareness and acceptance in our markets through this expanding branch network and our high quality service standards.
The West Michigan markets within which we operate continue to provide significant expansion opportunities for us. We opened our twenty-fourth branch during the second quarter of 2006 on the southeast side of the greater Grand Rapids area. Because of the significance of the greater Grand Rapids market and as it represents the greatest opportunity for market share growth, we anticipate additional branch openings in this market within the next few years. We also continue to enjoy success in building new and existing relationships in the Holland/Zeeland and Grand Haven markets. We anticipate that we will continue to experience growth in our balance sheet and in our earnings due to these expansion opportunities.
Summary: Net income totaled $19.8 million, or $1.20 per diluted share for 2006 as compared to $20.9 million, or $1.27 per diluted share for 2005, and $12.8 million, or $.79 per diluted share for 2004. The results for 2006 include a charge against earnings of $4.7 million ($3.1 million after tax, or $0.18) per share. The results for 2004 include a charge against earnings of $2.3 million ($1.5 million after tax, or $0.09) per share. These losses are associated with two separate impaired commercial loan relationships described under Loan Portfolio and Asset Quality and Allowance for Loan Losses.
The trends in net income principally reflect strong growth in our net interest income due to our continuing growth in interest earning assets and growth in noninterest income, partially offset by increases in noninterest expense and provisions for loan losses.
Net Interest Income: Net interest income totaled $67.4 million during 2006 compared to $62.8 million during 2005 and $52.0 million during 2004. The growth in net interest income during 2006 compared to 2005 was driven by strong growth in average interest earning assets and partially offset by a decline in the net interest margin. Average interest earning assets increased by $180.5 million, or 11%, to $1.83 billion for 2006. The net interest margin decreased 14 basis points to 3.67% for 2006 as the increase in the cost of funds exceeded the increase in the yield on earning assets.
The yield on earning assets increased 89 basis points to 7.26% for 2006 from 6.37% for 2005. The primary reason for this increase was the rise in the yield on our variable rate loan portfolio during the first half of 2006. The increases in short-term interest rates that began in mid-2004 continued through June of 2006 causing the increase in variable rate loan yields. The addition of new loans at generally higher rates during this period also contributed to the increase in asset yield. The increase in the yield on earning assets was offset by a 114 basis point increase in our overall cost of funds to 4.01% for 2006. The primary reasons for the increase can be attributed to increasing the rates paid on our deposit accounts consistent with market increases, the rollover of time deposits to higher rates within the rising rate environment during 2006, and a shift to higher costing sources of funds. The rates paid on higher yielding checking accounts, money market accounts and retail time deposits reached levels in 2006 that had not been seen in the past few years, causing deposit customers to shift funds from low or no yield checking accounts into these higher rate accounts.
The 21% growth in net interest income during 2005 compared to 2004 was also largely driven by significant growth in average interest earning assets which increased by $219.0 million, or 15%, to $1.65 billion for 2005. The net interest margin increased by 17 basis points to 3.81% for 2005, also contributing to the growth in net interest income.
The increases in short-term interest rates described above caused an increase in the yield on assets and the overall cost of funds in 2005 compared to 2004. The yield on earning assets increased 90 basis points and was largely offset by an 80 basis point increase in the overall cost of funds during 2005 when compared to 2004.
Anticipated growth in earning assets is expected to continue to increase levels of net interest income. We expect, however, that compression in the net interest margin that began when the Federal Open Market Committee stopped raising short-term interest rates during the third quarter of 2006, will continue as long as short-term and long-term rates remain within a narrow range. We continue to maintain derivative instruments, as discussed in the Notes to the Consolidated Financial Statements, to help balance our interest rate risk sensitivity considering our significant variable rate loan portfolio. This is discussed in further detail under the section Sensitivity to Market Risk.
The following table shows an analysis of net interest margin for the years ended December 31, 2006, 2005 and 2004.
For the years ended December 31, | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 | 2005 | 2004 | |||||||||||||||||||||||||||
(Dollars in Thousands) | Average Balance |
Interest Earned or Paid |
Average Yield or Cost |
Average Balance |
Interest Earned or Paid |
Average Yield or Cost |
Average Balance |
Interest Earned or Paid |
Average Yield or Cost | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Taxable securities | $ | 128,833 | $ | 5,424 | 4.21 | % | $ | 109,027 | $ | 4,392 | 4.03 | % | $ | 84,151 | $ | 3,528 | 4.19 | % | |||||||||||
Tax-exempt securities (1) | 51,145 | 2,154 | 6.48 | % | 49,285 | 2,084 | 6.53 | % | 40,491 | 1,727 | 6.62 | % | |||||||||||||||||
Loans (2) | 1,636,710 | 125,034 | 7.55 | % | 1,473,558 | 98,031 | 6.58 | % | 1,295,887 | 72,583 | 5.54 | % | |||||||||||||||||
Federal Home Loan Bank stock | 13,394 | 656 | 4.83 | % | 13,299 | 573 | 4.25 | % | 9,857 | 430 | 4.29 | % | |||||||||||||||||
Federal funds sold and other short-term | |||||||||||||||||||||||||||||
investments | 4,591 | 238 | 5.12 | % | 8,976 | 315 | 3.46 | % | 4,787 | 61 | 1.25 | % | |||||||||||||||||
Total interest earning assets(1) | 1,834,673 | 133,506 | 7.26 | % | 1,654,145 | 105,395 | 6.37 | % | $ | 1,435,173 | $ | 78,329 | 5.47 | % | |||||||||||||||
Noninterest earning assets: | |||||||||||||||||||||||||||||
Cash and due from banks | 35,351 | 35,370 | 33,792 | ||||||||||||||||||||||||||
Other | 100,281 | 93,517 | 68,478 | ||||||||||||||||||||||||||
Total assets | $ | 1,970,305 | $ | 1,783,032 | $ | 1,537,443 | |||||||||||||||||||||||
Liabilities and Shareholders' Equity: | |||||||||||||||||||||||||||||
Deposits: | |||||||||||||||||||||||||||||
NOW and money market accounts | $ | 655,549 | $ | 21,427 | 3.27 | % | $ | 608,718 | $ | 11,841 | 1.95 | % | $ | 587,834 | $ | 6,916 | 1.18 | % | |||||||||||
Savings | 40,827 | 237 | 0.58 | % | 40,674 | 183 | 0.45 | % | 38,266 | 86 | 0.23 | % | |||||||||||||||||
IRAs | 36,654 | 1,566 | 4.27 | % | 30,536 | 1,092 | 3.58 | % | 27,170 | 884 | 3.26 | % | |||||||||||||||||
Time deposits | 674,270 | 30,367 | 4.50 | % | 546,307 | 18,944 | 3.47 | % | 407,835 | 11,185 | 2.74 | % | |||||||||||||||||
Borrowings: | |||||||||||||||||||||||||||||
Other borrowed funds | 176,796 | 8,209 | 4.58 | % | 171,000 | 6,599 | 3.81 | % | 145,346 | 5,223 | 3.59 | % | |||||||||||||||||
Long-term debt | 41,238 | 3,346 | 8.00 | % | 41,238 | 2,603 | 6.23 | % | 36,742 | 1,659 | 4.52 | % | |||||||||||||||||
Federal funds purchased | 18,528 | 937 | 4.99 | % | 36,715 | 1,296 | 3.48 | % | 22,837 | 356 | 1.54 | % | |||||||||||||||||
Total interest bearing liabilities | 1,643,862 | 66,089 | 4.01 | % | 1,475,188 | 42,558 | 2.87 | % | 1,266,030 | 26,309 | 2.07 | % | |||||||||||||||||
Noninterest bearing liabilities: | |||||||||||||||||||||||||||||
Noninterest bearing demand accounts | 167,143 | 164,184 | 139,510 | ||||||||||||||||||||||||||
Other noninterest bearing liabilities | 7,821 | 7,148 | 5,973 | ||||||||||||||||||||||||||
Shareholders' equity | 151,479 | 136,512 | 125,930 | ||||||||||||||||||||||||||
Total liabilities and | |||||||||||||||||||||||||||||
Shareholders' equity | |||||||||||||||||||||||||||||
$ | 1,970,305 | $ | 1,783,032 | $ | 1,537,443 | ||||||||||||||||||||||||
Net interest income | $ | 67,417 | $ | 62,837 | $ | 52,020 | |||||||||||||||||||||||
Net interest spread (1) | 3.25 | % | 3.50 | % | 3.40 | % | |||||||||||||||||||||||
Net interest margin (1) | 3.67 | % | 3.81 | % | 3.64 | % | |||||||||||||||||||||||
Ratio of average interest earning assets | |||||||||||||||||||||||||||||
to average interest bearing liabilities | 111.61 | % | 112.13 | % | 113.36 | % |
___________________________
(1) | Yields are adjusted for tax-exempt interest. |
(2) | Loan fees included in interest income are not material. Nonaccrual loans are included in average loans outstanding. |
The following table presents the dollar amount of changes in net interest income due to changes in volume and rate.
For The Year Ended December 31, | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Dollars in thousands) | 2006 vs 2005 | 2005 vs 2004 | ||||||||||||||||||
Increase (Decrease) Due to | Increase (Decrease) Due to | |||||||||||||||||||
Volume | Rate | Total | Volume | Rate | Total | |||||||||||||||
Interest income | ||||||||||||||||||||
Taxable securities | $ | 827 | $ | 205 | $ | 1,032 | $ | 1,007 | $ | (143 | ) | $ | 864 | |||||||
Tax-exempt securities | 86 | (16 | ) | 70 | 387 | (30 | ) | 357 | ||||||||||||
Loans | 11,542 | 15,461 | 27,003 | 10,914 | 14,534 | 25,448 | ||||||||||||||
FHLB stock | 4 | 79 | 83 | 148 | (5 | ) | 143 | |||||||||||||
Fed funds sold and other short-term | ||||||||||||||||||||
investments | (189 | ) | 112 | (77 | ) | 84 | 170 | 254 | ||||||||||||
Total interest income | $ | 12,270 | $ | 15,841 | $ | 28,111 | $ | 12,540 | $ | 14,526 | $ | 27,066 | ||||||||
Interest expense | ||||||||||||||||||||
NOWs and MMDAs | $ | 974 | $ | 8,612 | $ | 9,586 | $ | 254 | $ | 4,671 | $ | 4,925 | ||||||||
Savings | 1 | 53 | 54 | 6 | 91 | 97 | ||||||||||||||
IRAs | 240 | 234 | 474 | 116 | 92 | 208 | ||||||||||||||
Time deposits | 5,020 | 6,403 | 11,423 | 4,362 | 3,397 | 7,759 | ||||||||||||||
Other borrowed funds | 230 | 1,380 | 1,610 | 970 | 406 | 1,376 | ||||||||||||||
Long-term debt | --- | 743 | 743 | 222 | 722 | 944 | ||||||||||||||
Fed funds purchased | (782 | ) | 423 | (359 | ) | 305 | 635 | 940 | ||||||||||||
Total interest expense | 5,683 | 17,848 | 23,531 | 6,235 | 10,014 | 16,249 | ||||||||||||||
Net interest income | $ | 6,587 | $ | (2,007 | ) | $ | 4,580 | $ | 6,305 | $ | 4,512 | $ | 10,817 | |||||||
Provision for Loan Losses: The provision for loan losses for 2006 was $7.7 million as compared to $3.7 million for 2005 and $7.9 million for 2004. For 2006 and 2004, the provision for loan losses included $4.7 million and $2.3 million, respectively, of additional provisions related to two separate commercial borrowers described below under Loan Portfolio and Asset Quality and Allowance for Loan losses. The amount of the loan loss provision in all periods is a byproduct of establishing our allowance for loan losses at levels deemed necessary in our methodology for determining the adequacy of the allowance. For more information about our allowance for loan losses and our methodology for establishing its level, see the discussion under the section Allowance for Loan Losses.
Noninterest Income: Noninterest income totaled $14.2 million during 2006, as compared to $13.0 million during 2005 and $10.0 million in 2004. The $1.2 million increase over 2005 was a result of improvements in all individual components except gains on sold loans which decreased from $2.3 million to $1.7 million due to a decline in mortgage loan origination volume. The $3.0 million or 30% improvement over 2004 included increases in all individual components with the exception of trust fees which were unchanged.
Revenues from trust services increased $668,000 or 23% to $3.6 million for 2006. Trust fees are primarily based on the underlying values of trust assets managed. An increase in both the market valuation of assets held in trust accounts and a continued increase in new trust customers contributed to the strong increase in 2006. Despite also gaining new trust customers in 2005, trust fees remained relatively flat at $2.9 million for 2005 compared to 2004 due to a decline in the market valuation of assets held in the trust accounts.
Deposit service charge income increased $551,000 or 13% to $4.9 million for 2006 compared to $4.3 million for 2005 and $3.0 million for 2004. The increase in 2006 and 2005 reflects the continued expansion of our deposit customer account base as we have grown. An overdraft privilege service implemented at the beginning of the second quarter of 2005 was well received and was also a large contributor to the increase in deposit service charge income in 2005.
Other income increased $569,000 in 2006 and $1.5 million in 2005. The increase in other income for both years included increases in miscellaneous fee categories associated with volume increases as we have grown. These fee categories include debit card and ATM processing income and revenues from mutual fund and annuity sales. The increase in 2006 and 2005 also included an additional $373,000 and $499,000, respectively, of income earned on bank-owned life insurance purchased during the fourth quarter of 2004. Also included in other income for 2005 was $348,000 in gains on the sale of two commercial properties, one previously held as other real estate.
Gain on sales of loans primarily includes gains on the sale of real estate mortgage loans, and to a lesser extent, gains on the sale of the SBA guaranteed portion of certain commercial loans. We sell the majority of the fixed-rate mortgage loans we originate. We do not retain the servicing rights for the loans we sell. A summary of gain on sales of loans and related volume is as follows:
(Dollars in thousands) | For The Year Ended December 31 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2006 | 2005 | 2004 | |||||||||
Gain on the sale of SBA guaranteed loans | $ | 60 | $ | 100 | $ | 122 | |||||
Net gain on the sale of real estate mortgage loans | 1,661 | 2,236 | 2,085 | ||||||||
Gain on sales of loans | $ | 1,721 | $ | 2,336 | $ | 2,207 | |||||
Real estate mortgage loans originated for sale | $ | 103,655 | $ | 137,028 | $ | 141,661 | |||||
Real estate mortgage loans sold | 106,100 | 140,083 | 144,772 | ||||||||
Net gain on the sale of real estate mortgage loans as a | |||||||||||
percent of real estate mortgage loans sold ("Loan sales | |||||||||||
margin") | 1.57 | % | 1.60 | % | 1.44 | % |
Gain on sales of loans decreased $615,000 in 2006 compared to 2005, while 2005 increased $129,000 compared to 2004. Mortgage interest rate levels have steadily increased since 2004, resulting in a continued decline in the level of residential refinancing and loan originations. An improvement in the loan sales margin received on residential loans sold during 2005 offset the decline in volume from 2004. The general improvement in our loan sales margin since 2004 reflects an improvement in our competitive position with our secondary market investors and greater discipline in our pricing practices. Considering the higher level of mortgage interest rates, we expect the volume of originations going forward to be more consistent with 2006 levels.
Noninterest Expense: Noninterest expense totaled $44.9 million for 2006 as compared to $41.4 million for 2005 and $35.4 million for 2004. Salaries and benefits increased $2.4 million in 2006 over 2005 and $3.2 million in 2005 over 2004, comprising the majority of the increase in both years.
The increase in salaries and benefits for 2006 and 2005 is primarily related to additional staffing in each line of business and in support departments consistent with growth of the Bank. Effective January 1, 2006, we adopted FAS 123, Revised, and accordingly, we recorded stock option compensation expense of $657,000 in 2006. Increased incentives associated with strong performance also contributed to the increase in salaries and benefits during 2005. The consistent increase in salaries and benefits reflects our attention to properly managing and supporting our growth and our interest in creating a platform for strong future growth.
The increase in occupancy expense of $319,000 in 2006 and $586,000 in 2005 and the increase in furniture and equipment expense of $246,000 in 2006 and $207,000 in 2005 are consistent with our branch and facilities expansion during these periods. We would expect the level of increase in these expense categories to be commensurate with our plans for future branch expansion.
Data processing fees were up $172,000 in 2006 and $510,000 in 2005. In September of 2004, we outsourced our item processing function which was the primary reason for the increase in 2005. We expect future increases to be consistent with the Companys growth.
Other expense increased $279,000 in 2006 and $1.3 million in 2005. The increase in both periods includes increases in various expense categories consistent with the growth of our company. These categories include expenses associated with debit card and ATM processing, customer and internal courier, and various outside service contracts. The level of the increase in most expense categories moderated in 2006 as a result of our expense control and the continued improvement in the efficiency of our banks operations as we have grown.
The level of the increase in most expense categories moderated in 2006 as a result of our expense control and the continued improvement in the efficiency of our banks operations as we have grown.
Federal Income Tax Expense: Our federal income tax expense has increased generally commensurate with our increase in pre-tax earnings. Our federal income tax expense is lower than the amount computed by applying our statutory federal income tax rate to our pre-tax earnings primarily due to tax-exempt interest income. Our effective tax rate was 31.5%, 32.1% and 31.9% in 2006, 2005 and 2004, respectively.
Summary: Our total assets were $2.07 billion at December 31, 2006, an increase of $204.8 million from $1.87 billion in total assets at December 31, 2005. We believe the continued strong asset growth reflects the acceptance of our full-service community banking philosophy in the growing communities we serve. Our asset growth consists primarily of growth in our loan portfolio as we continue to attract new loan customers and deepen relationships with existing customers despite the strong competition from other locally based community banks and larger regional banks. Total portfolio loans increased $163.6 million or 11% during 2006. The growth in total assets also included growth in our investment securities portfolio and premises and equipment.
The increase in total assets was principally funded by deposit growth. Deposits grew by $159.8 million during 2006, an 11% growth rate. We attribute the deposit growth to our quality customer service, the desire of our customers to bank with a locally run bank, and convenient accessibility through the expansion of our branch network and other delivery channels.
Cash and Cash Equivalents: Our cash and cash equivalents, which include federal funds sold and short-term investments, were $39.9 million at December 31, 2006, as compared to $49.1 million at December 31, 2005. The balance at the end of 2005 was elevated due to a large inflow of customer deposits that occurred right at the end of the year.
Securities: Securities increased $40.7 million or 25% to $201.3 million at December 31, 2006 from $160.6 million at December 31, 2005. We maintain our security portfolio at a level to provide diversity in the risk nature of our assets, to support our liquidity needs and to balance our interest rate risk. Our portfolio consists primarily of high quality U.S government agency and state and local municipal bonds classified as available for sale. These securities are generally purchased at fixed rates to help offset the interest sensitivity of our variable rate loan portfolio. We expect continued growth of our securities portfolio generally consistent with the growth of our company to maintain the diversity of our assets and support our liquidity and interest rate risk management.
Loan Portfolio and Asset Quality: Our total loan portfolio increased to $1.71 billion at December 31, 2006 from $1.55 billion at December 31, 2005. The $163.6 million increase in portfolio loans continues our consistent pattern of growth. Each of our loan portfolios, including commercial and commercial real estate, residential real estate and consumer loans grew during 2006. The strongest growth was in the commercial and commercial real estate portfolios, which grew by 12%. We believe the continued growth we have experienced in each of our loan portfolios is a result of our focus on providing high quality customer service and reflects the acceptance of our full-service community banking philosophy in the growing communities we serve.
The majority of loans that we retain in our portfolio are to small and mid-sized businesses in the form of commercial and commercial real estate loans. Our combined commercial loan portfolios accounted for approximately 76% and 74% of our total portfolio loans at December 31, 2006 and 2005, respectively. The $1.29 billion in commercial and commercial real estate loans at December 31, 2006 represents an increase of $138.9 million over the $1.15 billion at December 31, 2005. A further breakdown in the composition of the commercial real estate loan portfolio is shown in the table below (in thousands):
December 31, 2006 | December 31, 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Construction/Land Development | $ | 360,372 | $ | 305,066 | ||||
Farmland and Agriculture | 37,426 | 35,309 | ||||||
Nonfarm, Nonresidential | 439,436 | 423,388 | ||||||
Multi-family | 38,483 | 30,156 | ||||||
Total Commercial Real Estate Loans | $ | 875,717 | $ | 793,919 | ||||
Approximately two-thirds of the balance in the construction and land development category and the entire balance in the multi-family category are comprised of non-owner occupied loans as of both December 31, 2006 and December 31, 2005.
We feel the consistent growth in commercial loans that we have been able to achieve reflects the acceptance of our lending approach by our customers and the ability of our lending team to respond to their needs effectively. Our commercial loan department is built around a well-seasoned officer team and our lending approach involves an efficient loan approval process focused around local decision-making.
The residential real estate portfolio increased from $223.4 million at December 31, 2005 to $224.8 million at December 31, 2006. Our residential real estate loan portfolio, which also includes residential construction loans made to individual homeowners, comprised approximately 13% of portfolio loans at the end of 2006. Our residential real estate portfolio represents only a small portion of our residential origination loan volume, as we sell the majority of our fixed-rate obligations on the secondary market with servicing released to reduce our exposure to interest rate risk. We originated for sale $103.7 million in residential mortgages in 2006, $137.0 million in 2005, and $141.7 million in 2004. Loans held for sale were $1.5 million at December 31, 2006 as compared to $2.3 million at December 31, 2005. The gradual decline in residential refinancing and loan originations is a result of the generally rising level of longer-term interest rates that has occurred since 2004.
Our consumer loan portfolio includes both loans secured by personal property, as well as home equity fixed term and line of credit loans. Our consumer loan portfolio increased to $194.8 million at December 31, 2006 from $171.5 million at December 31, 2005. Consumer loans comprised approximately 11% of our portfolio loans at the end of both 2006 and 2005.
As we continue to leverage our expansive branch network and strengthen our presence in the markets we serve, we anticipate further growth in each of our loan portfolios consistent with our historical growth patterns.
Nonperforming assets are comprised of nonperforming loans, foreclosed assets and repossessed assets. Our nonperforming loans include loans on non-accrual status, restructured loans and loans delinquent more than 90 days but still accruing. Nonperforming loans as of December 31, 2006 totaled $22.3 million or 1.30% of total portfolio loans compared to $4.2 million or 0.27% of total portfolio loans at December 31, 2005.
The balance of nonperforming loans at the end of 2006 includes one large commercial relationship totaling approximately $15.2 million. The loans for this relationship came due in September 2006 but were not renewed as of December 31, 2006 due to their size and complexity. The loans continued to accrue interest as we expected to collect all amounts owed. The Bank and the borrower, a land development partnership, have entered into an agreement and the new loans closed on January 31, 2007. The remaining balance of nonperforming loans at the end of 2006 and the balance of nonperforming loans at the end of 2005 consist of a number of smaller commercial loans most of which are on nonaccrual for which we consider to be well collateralized or adequately reserved. The majority of nonperforming loans at the end of 2004 related to one commercial borrower. The loans associated with this borrower became impaired due to fraud perpetrated by the borrower. The borrower has since ceased operations. Proceeds from the liquidation of collateral, payments on outstanding receivables and additional charge-offs reduced our balances from this relationship to zero at the end of 2006 and approximately $229,000 at the end of 2005, from $2.3 million at year-end 2004.
Our loan portfolio is reviewed regularly by an external loan review team, our own loan officers, and our senior management. When reasonable doubt exists concerning collectibility of interest or principal of one of our loans, that loan is placed in non-accrual status. Any interest previously accrued but not collected is reversed and charged against current earnings.
Foreclosed assets include assets acquired in settlement of loans. As of December 31, 2006 foreclosed assets totaled $3.2 million compared to $527,000 as of December 31, 2005. The balance at the end of 2006 is comprised of several real estate properties for which no loss is expected upon disposition.
Total nonperforming assets amounted to $25.6 million or 1.23% of total assets as of December 31, 2006 compared to $4.9 million or 0.26% of total assets as of December 31, 2005. The following table shows the composition and amount of our nonperforming assets.
(Dollars in thousands) | As of December 31 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2006 | 2005 | 2004 | |||||||||
Nonaccrual loans | $ | 5,811 | $ | 3,977 | $ | 3,249 | |||||
Loans 90 days or more delinquent and still accruing | 16,479 | 227 | 772 | ||||||||
Restructured loans | -- | -- | -- | ||||||||
Total nonperforming loans | $ | 22,290 | $ | 4,204 | $ | 4,021 | |||||
Foreclosed assets | 3,212 | 527 | 1,850 | ||||||||
Repossessed assets | 81 | 165 | -- | ||||||||
Total nonperforming assets | $ | 25,583 | $ | 4,896 | $ | 5,871 | |||||
Nonperforming loans to total loans | 1.30 | % | .27 | % | .29 | % | |||||
Nonperforming assets to total assets | 1.23 | % | .26 | % | .35 | % |
Allowance for Loan Losses: Our allowance for loan losses as of December 31, 2006 was $23.3 million, representing approximately 1.36% of total portfolio loans outstanding, compared to $21.0 million or 1.36% of total loans at December 31, 2005.
Our allowance for loan losses is maintained at a level considered appropriate based upon our regular, quarterly assessments of the probable estimated losses inherent in the loan portfolio. Our methodology for measuring the appropriate level of allowance relies on several key elements, which include specific allowances for loans considered impaired, formula allowance for graded loans, general allocations based on historical trends for pools of similar loan types and under certain circumstances, an unallocated reserve related to current market conditions that are pertinent to certain aspects of the loan portfolio.
During the fourth quarter of 2006, regulatory authorities reached a conceptual consensus on the method for determining the allowance. In addition to reaffirming the importance of experience grounded, objectively determinable amounts, they acknowledged the appropriateness of considering other subjective factors in determining the proper level of the allowance. We believe our process conforms to this guidance.
Specific allowances are established in cases where senior credit management has identified significant conditions or circumstances related to an individually impaired credit that we believe indicates the probability that a loss may be incurred. This amount is determined by methods prescribed by SFAS No. 114, Accounting by Creditors for Impairment of a Loan. The specific allowance for impaired loans was $400,000 at December 31, 2006 and $333,000 at December 31, 2005.
The allowance allocated to commercial loans that are not considered to be impaired is calculated by applying loss factors to outstanding loans based on the internal risk grade of such loans. We use a loan rating method based upon an eight point system. Loans are assigned a loss allocation factor for each loan classification category. The lower the grade assigned to a loan category, the greater the allocation percentage that is applied. Changes in risk grade of loans affect the amount of the allowance allocation. Our loan portfolio has grown rapidly since our inception. As a result, a significant portion of our loan portfolio remains relatively unseasoned and our actual historical loan loss experience is limited. Accordingly, the determination of our loss factors includes consideration of the banking industrys historical loan loss experience by loan type and the historical loan loss experience within our geographic markets, as well as our own loan loss experience and trends. These factors are regularly monitored and adjusted for significant factors that, in managements judgment, affect the collectibility of the portfolio as of the analysis date. The commercial loan allowance was $21.0 million at December 31, 2006 compared to $18.6 million at December 31, 2005 and increased primarily in response to the continuing growth in the commercial loan portfolio. The increase of $2.3 million in the total allowance for loan losses during 2006 was primarily related to this $2.4 million increase in the commercial loan allowance.
Groups of homogeneous loans, such as residential real estate, open- and closed-end consumer loans, etc., receive general allowance allocations based on loss trends. In lieu of an established loan loss trend for Macatawa Bank, we use historical loss trends based on industry experience and peers in determining an adequate allowance for probable losses associated with these pools of loans. General economic and business conditions, credit quality trends, collateral values, seasoning of the portfolios and recent loss experience are conditions considered in connection with allocation factors for these similar pools of loans. The general allowance was $1.8 million at December 31, 2006 and $2.1 million at December 31, 2005.
The continued increase in the allowance was deemed necessary given the significant growth in loans. However, the allowance for loan losses as a percent of total loans remained unchanged at 1.36%. Based upon our internal analysis, in our judgment, we have provided adequate allowances for loan losses, although there can be no assurance that the allowance for losses on loans will be adequate to cover all 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.
As of December 31 | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Dollars in thousands) | 2006 | 2005 | 2004 | |||||||||||||||||
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 | $ | 21,417 | 75.5 | % | $ | 18,883 | 74.5 | % | $ | 17,324 | 72.7 | % | ||||||||
Residential real estate | 502 | 13.1 | % | 463 | 14.4 | % | 476 | 15.7 | % | |||||||||||
Consumer | 1,340 | 11.4 | % | 1,646 | 11.1 | % | 1,243 | 11.6 | % | |||||||||||
Unallocated | --- | --- | --- | --- | 208 | --- | ||||||||||||||
Total | $ | 23,259 | 100.0 | % | $ | 20,992 | 100.0 | % | $ | 19,251 | 100.0 | % | ||||||||
The above allocations are not intended to imply limitations on usage of the allowance. The entire allowance is available for any loan losses without regard to loan type. The allowance amounted to $23.3 million at December 31, 2006. Of this total, 2% related to specific allocations on impaired loans, 90% related to commercial loan portfolio allocations and 8% related to general allocations.
Net charge-offs totaled $5.4 million, or 0.33% of average loans for 2006 compared to $1.9 million, or 0.13% of average loans for 2005 and $4.7 million, or 0.37% of average loans for 2004. Net charge-offs in 2006 include a $4.7 million charge-off related to $5.2 million in outstanding loans to one commercial borrower. The impairment of the loans to this borrower was discovered in March 2007 through internal investigations relating to the collateral. The collateral was not of sufficient value to cover the outstanding principal on these loans and it is likely that the borrower will be unable to meet the repayment terms of the loans. The internal investigation suggests that the borrower may have made misrepresentations to the Bank regarding the loan collateral and its financial condition. Because of these misrepresentations and the timing of our discovery of them, the allowance for loan losses did not contain sufficient allocations related to this borrower. As such, an additional provision for loan losses amounting to $4.7 million was recorded as of December 31, 2006 in order to maintain the allowance for loan losses at a level considered adequate in our judgment. The remaining balance of the loans to this borrower, amounting to $495,000, was included in non-accrual loans as of December 31, 2006. Net charge-offs in 2006, excluding this large single charge-off were low compared to the prior two years. Strong collateral positions on nonperforming loans that were resolved during 2006 allowed for this low level of net charge-offs. As previously noted under the section Loan Portfolio and Asset Quality, the level of net charge-offs for 2004 relates primarily to a $2.8 million charge-off associated with the impaired loans to one commercial borrower. The following is a summary of our loan balances, changes in the allowance for loan losses and related ratios.
(Dollars in thousands) | December 31 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2006 | 2005 | 2004 | |||||||||
Loans: | |||||||||||
Average daily balance of loans for the year | $ | 1,636,710 | $ | 1,473,558 | $ | 1,295,887 | |||||
Amount of loans outstanding at end of period | 1,711,450 | 1,547,879 | 1,396,387 | ||||||||
Allowance for loan losses: | |||||||||||
Balance at beginning of year | $ | 20,992 | $ | 19,251 | $ | 16,093 | |||||
Addition to allowance charged to operations | 7,715 | 3,675 | 7,890 | ||||||||
Loans charged-off: | |||||||||||
Commercial | (5,601 | ) | (1,842 | ) | (4,833 | ) | |||||
Residential real estate | (43 | ) | (24 | ) | (21 | ) | |||||
Consumer | (410 | ) | (371 | ) | (91 | ) | |||||
Recoveries: | |||||||||||
Commercial | 399 | 261 | 180 | ||||||||
Residential real estate | 10 | 17 | 11 | ||||||||
Consumer | 197 | 25 | 22 | ||||||||
Balance at end of year | $ | 23,259 | $ | 20,992 | $ | 19,251 | |||||
Ratios: | |||||||||||
Net charge-offs to average loans outstanding | .33 | % | .13 | % | .37 | % | |||||
Allowance for loan losses to loans outstanding | |||||||||||
at year end | 1.36 | % | 1.36 | % | 1.38 | % |
Premises and Equipment: Premises and equipment totaled $60.7 million at December 31, 2006, an increase of $7.7 million from December 31, 2005. The increase included costs associated with the construction of a new regional facility in downtown Holland and a new branch site in Grand Rapids. Both are expected to open in the first quarter of 2007.
Deposits: Total deposits increased $159.8 million to $1.67 billion at December 31, 2006, as compared to $1.51 billion at December 31, 2005. The majority of growth during the year was in interest bearing deposits, including interest bearing checking, money market and time deposit accounts, as deposit customers preferred such accounts within the generally high rate environment. Interest bearing checking accounts increased $57.7 million to $265.7 million, money market accounts grew $79.0 million to $459.0 million and time deposits within our markets increased $43.5 million to $449.6 million at the end of 2006. Because of the strong growth from deposits within our markets, we were able to rely less on brokered deposits during 2006. Brokered deposits declined $11.3 million to $272.9 million at the end of 2006. With our continued focus on quality customer service, the desire of customers to deal with a local bank, and the convenience of our expanding and maturing branch network, we expect further growth from deposits within our markets.
Noninterest bearing demand accounts comprised approximately 11% of total deposits at December 31, 2006, as compared to approximately 12% of total deposits at the end of 2005. Interest bearing demand, including money market, and savings accounts comprised approximately 46% of total deposits at December 31, 2006, as compared to 42% at the end of last year. Time accounts as a percentage of total deposits were approximately 43% at December 31, 2006, as compared to 46% at December 31, 2005.
Borrowed Funds: Borrowed funds consist of advances from the Federal Home Loan Bank, securities sold under agreements to repurchase (repo borrowings), long-term debt associated with the issuance of trust preferred securities and federal funds purchased provided by our correspondent banks. Additionally, we have a $10.0 million credit facility available for general corporate needs including contributing capital to our subsidiary bank to enable it to maintain regulatory capital at well-capitalized levels. This credit facility was unused during all of 2006 and 2005.
Borrowed funds totaled $245.2 million at December 31, 2006, including $172.0 million of Federal Home Loan Bank advances, $20.0 million in repo borrowings, $41.2 million in long-term debt associated with trust preferred securities and $12.0 million in federal funds purchased. Borrowed funds totaled $212.2 million at December 31, 2005 including $145.2 million of Federal Home Loan Bank advances, $41.2 million in long-term debt associated with trust preferred securities and $25.8 million in federal funds purchased. The increase in borrowed funds in 2006 was used to support growth in assets.
Capital Resources: Total shareholders equity was $156.8 million at December 31, 2006 compared to $141.7 million at December 31, 2005. The increase of $15.1 million was primarily the result of retained net income (net of cash dividends paid). Net income generated during 2006 of $19.8 million was partially offset by cash dividends of $7.9 million, or $.48 per share. We began paying cash dividends at the end of 2000 and have increased the amount of the dividend each year since. It is anticipated that we will continue to pay quarterly cash dividends in the future. We have also paid a stock dividend each year beginning in 2001. A 5% stock dividend was paid in May 2006, resulting in a transfer of $15.1 million from retained earnings to common stock. In addition, a 3-for-2 stock split was paid in June 2006.
The change in accumulated other comprehensive income was due to an increase in both the market value of securities available for sale and the derivative instruments associated with the Companys interest rate swap arrangements due principally to the changes in interest rates during 2006. For more information regarding our interest rate swap arrangements, see the Notes to the Consolidated Financial Statements.
The Corporation was categorized as well capitalized for regulatory capital purposes at December 31, 2006 and 2005. The following table shows the Companys various capital ratios for 2006 and 2005.
As of and for the year ended December 31, | 2006 | 2005 | ||||||
---|---|---|---|---|---|---|---|---|
Average equity to average assets | 7.7 | % | 7.7 | % | ||||
Total risk-based capital | 10.9 | % | 11.1 | % | ||||
Tier 1 risk-based capital | 9.5 | % | 9.7 | % | ||||
Tier 1 capital to average assets | 8.5 | % | 8.7 | % |
Growth in capital from strong earnings in 2006 was consistent with the growth in assets resulting in the stable capital ratios from 2005 to 2006. Of the $40.0 million of trust preferred securities outstanding at December 31, 2006, approximately $38.0 million qualified as Tier 1 capital with the remaining qualifying as Tier 2 capital. For more information regarding the trust preferred securities, please refer to the Notes to the Consolidated Financial Statements.
We believe the additional regulatory capital provided by the trust preferred security issuances, as supplemented by our improvement in earnings, will support our growth plans in the near future. Additional capital may be necessary within the next three to four years if our growth continues at its current pace. Capital sources include, but are not limited to, additional common stock offerings, trust preferred securities offerings and subordinated debt.
Liquidity: The liquidity of a financial institution reflects its ability to manage a variety of sources and uses of funds. Our Consolidated Statements of Cash Flows categorize these sources and uses into operating, investing and financing activities. We primarily focus on developing access to a variety of borrowing sources to supplement our deposit gathering activities and provide funds for growing our investment and loan portfolios. Our sources of liquidity include our borrowing capacity with the Federal Home Loan Bank, federal funds purchased lines and other secured borrowing sources with our correspondent banks, loan payments by our borrowers, maturity and sales of our securities available for sale, growth of our deposits and deposit equivalents, federal funds sold, and the various capital resources discussed above. Liquidity management involves the ability to meet the cash flow requirements of our customers. Our customers may be either borrowers with credit needs or depositors wanting to withdraw funds. We feel our liquidity position is sufficient to meet these needs.
In the normal course of business, we enter into certain contractual obligations including obligations which are considered in our overall liquidity management. The table below summarizes our significant contractual obligations as December 31, 2006.
(dollars in thousands) | 1 year or less | 1-3 years | 4-5 years | After 5 years | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Time deposit maturities | $ | 480,991 | $ | 194,888 | $ | 46,457 | 120 | |||||||
Other borrowed funds | 47,000 | 86,018 | 51,000 | 8,000 | ||||||||||
Federal funds purchased | 11,990 | --- | --- | --- | ||||||||||
Long-term debt | --- | --- | --- | 41,238 | ||||||||||
Total | $ | 539,981 | $ | 280,906 | $ | 97,457 | $ | 49,358 | ||||||
In addition to normal loan funding, we also maintain liquidity to meet customer financing needs through unused lines of credit, unfunded loan commitments and standby letters of credit. The level and fluctuation of these commitments is also considered in our overall liquidity management. At December 31, 2006, we had a total of $470.9 million in unused lines of credit, $25.9 million in unfunded loan commitments, and $27.3 million in standby letters of credit.
Our primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk. All of our transactions are denominated in U.S. dollars with no specific foreign exchange exposure. Macatawa Bank has only limited agricultural-related loan assets, and therefore has no significant exposure to changes in commodity prices. Our market risk exposure is mainly comprised of our sensitivity to interest rate risk. Our balance sheet has sensitivity, in various categories of assets and liabilities, to changes in prevailing rates in the U.S., including the Federal funds rate, the prime rate, mortgage rates, U.S. Treasury rates and various money market indexes. Our asset/liability management process aids us in providing liquidity while maintaining a balance between interest earning assets and interest bearing liabilities.
We use two interest rate risk measurement techniques in our interest rate risk management. We first use a static gap analysis to identify overall changes in the repricing periods of assets and liabilities. This measures the difference between the dollar amounts of interest sensitive assets and liabilities that may be refinanced or repriced during a given time period. A significant repricing gap could result in a negative impact to our net interest margin during periods of changing market interest rates. The following table illustrates our interest rate repricing gaps for selected maturity periods at December 31, 2006.
Static Gap Analysis (dollars in thousands) |
0 to 3 months | 4 to 12 months | 1 to 5 years | Over 5 Years | Total | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets: | |||||||||||||||||
Taxable securities | $ | --- | $ | 7,944 | $ | 138,966 | $ | 981 | $ | 147,891 | |||||||
Tax exempt securities | --- | 715 | 3,257 | 49,394 | 53,366 | ||||||||||||
FHLB stock | 12,275 | --- | --- | --- | 12,275 | ||||||||||||
Loans-fixed (a) | 49,874 | 95,359 | 533,001 | 94,714 | 772,948 | ||||||||||||
Loans-variable (a) | 779,876 | 35,378 | 115,532 | 1,905 | 932,691 | ||||||||||||
Other assets, net | --- | --- | --- | --- | 155,645 | ||||||||||||
Total assets | $ | 842,025 | $ | 139,396 | $ | 790,756 | $ | 146,994 | $ | 2,074,816 | |||||||
Liabilities: | |||||||||||||||||
Noninterest bearing deposits | $ | --- | $ | --- | $ | --- | $ | --- | $ | 180,032 | |||||||
Other interest bearing deposits | 724,909 | --- | --- | --- | 724,909 | ||||||||||||
Savings | 40,160 | --- | --- | --- | 40,160 | ||||||||||||
Time deposits | 205,720 | 275,271 | 241,345 | 120 | 722,456 | ||||||||||||
Other borrowings | 73,228 | 47,000 | 117,018 | 8,000 | 245,246 | ||||||||||||
Other liabilities & equity | --- | --- | --- | --- | 162,013 | ||||||||||||
Total liabilities & equity | $ | 1,044,017 | $ | 322,271 | $ | 358,363 | $ | 8,120 | $ | 2,074,816 | |||||||
Period gap | $ | (201,497 | ) | $ | (182,875 | ) | $ | 432,393 | $ | 138,874 | |||||||
Cumulative gap | $ | (201,497 | ) | $ | (384,372 | ) | $ | 48,021 | $ | 186,895 | |||||||
Cumulative gap/total assets | (9.71 | )% | (18.53 | )% | 2.31 | % | 9.01 | % |
(a) Does not include loans on non-accrual.
The above table shows that total liabilities maturing or repricing within three months exceeded assets maturing within the same time period. The analysis, however, does not consider the different rate sensitivities of certain assets or liabilities to changes in market rates or reflect the magnitude of interest rate changes on net interest income. In addition, cash flows and repricing characteristics for various categories of assets and liabilities are subject to competitive pressures, consumer sentiments and other influences that are beyond our control and are not reflected in this static analysis. As a result, various assets and liabilities indicated as maturing or repricing within a stated period may reprice at different levels and mature or reprice in other periods or at different volumes.
Accordingly, we also utilize a simulation model to assess the direction and magnitude of variations in net interest income and the economic value of equity (EVE) resulting from potential changes in market interest rates. Key assumptions in the model include the repricing of cash flows and maturities of interest-sensitive assets and interest-sensitive liabilities at current market rates, prepayment speeds on certain assets, and changes in market conditions impacting loan and deposit pricing. We also assume certain levels of rate sensitivity to changes in market rates of our non-maturing transaction deposits based upon our historical sensitivity under previous interest rate cycles, and we include pricing floors on discretionary priced liability products which limit how low various checking and savings products could go under declining interest rates. These assumptions reflect our pricing philosophy in response to changing interest rates.
The simulation analysis also considers the interest rate swaps we have entered into which have the effect of converting $80.0 million in variable rate loans repricing immediately into fixed rate loans repricing in one to five years. The interest rate swaps are more fully discussed in the Notes to the Consolidated Financial Statements.
We forecast the next twelve months of net interest income under an assumed environment of gradual changes in market interest rates under various scenarios. The resulting change in net interest income is an indication of the sensitivity of our earnings to directional changes in market interest rates. The simulation also measures the change in EVE, or the net present value of our assets and liabilities, under the same shifts in interest rates, as calculated by discounting the estimated future cash flows using a market-based discount rate.
The following table shows the impact of changes in interest rates on net interest income over the next twelve months and EVE based on our balance sheet as of December 31, 2006 (dollars in thousands).
Interest Rate Scenario | Economic Value of Equity | Percent Change | Net Interest Income | Percent Change | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Change in Interest Rates | ||||||||||||||
200 basis point rise | $ | 145,580 | (15.74 | )% | $ | 68,304 | 1.36 | % | ||||||
100 basis point rise | 159,828 | (7.49 | ) | 67,907 | 0.77 | |||||||||
Base-rate scenario | 172,776 | - | 67,387 | - | ||||||||||
100 basis point decline | 182,932 | 5.88 | 66,736 | (0.97 | ) | |||||||||
200 basis point decline | 190,255 | 10.12 | 66,012 | (2.04 | ) |
This analysis suggests that we are well-balanced, with limited fluctuations in net interest income under each scenario over the next twelve months. Further, our balanced sensitivity in time horizons beyond one year results in little fluctuation in EVE under the various rate shock scenarios.
We also forecast the impact of immediate and parallel interest rate shocks on net interest income under various scenarios to measure the sensitivity of our earnings under extreme conditions.
The quarterly simulation analysis is monitored against acceptable interest rate risk parameters by the Asset/Liability Committee and reported to the Board of Directors.
In addition to changes in interest rates, the level of future net interest income is also dependent on a number of other variables, including: the growth, composition and absolute levels of loans, deposits, and other earning assets and interest-bearing liabilities; economic and competitive conditions; potential changes in lending, investing and deposit gathering strategies; and client preferences.
To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and future results could differ. The allowance for loan loss and the status of contingencies are deemed critical due to the required level of management judgment and the use of estimates, making them particularly subject to change.
Our methodology for determining the allowance for loan loss and the related provision for loan losses is described above in the Allowance for Loan Loss discussion. This area of accounting requires significant judgment due to the number of factors which can influence the collectibility of a loan. Unanticipated changes in these factors could significantly change the level of the allowance for loan losses and the related provision for loan losses. Although, based upon our internal analysis, and in our judgment, we have provided an adequate allowance for loan losses, there can be no assurance that our analysis has properly identified all of the probable losses in our loan portfolio.
Loss contingencies, including the legal actions involving Trade Partners as described in Note 16 of the financial statements, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. This, too, is an accounting area that involves significant judgment. Although, based upon our judgment and internal analysis we have properly accounted for loss contingencies, future changes in the status of such contingencies could result in a significant change in the level of contingent liabilities and a related impact to operating earnings.
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. We intend 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 are including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, and expectations 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 statements about the adequacy of our capital resources are examples of inherently forward-looking statements in that they involve judgments and statements of belief as to the outcome of future events. Our 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 our operations and future prospects 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 portfolios, demand for loan products, deposit flows, competition, demand for financial services in our 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 us and our business, including additional factors that could materially affect our financial results, is included in our filings with the Securities and Exchange Commission.
Quarterly Stock Price Information: The Companys common stock is quoted on the Nasdaq Global Select Market under the symbol MCBC. High and low sales prices (as reported on the Nasdaq Global Select Market) for each quarter for the years ended December 31, 2006 and 2005 are set forth in the table below. This information has been restated to reflect the impact of all previously paid stock dividends and splits.
2006 | 2005 | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
High | Low | High | Low | |||||||||||
Quarter | ||||||||||||||
First Quarter | $ | 25.07 | $ | 22.31 | $ | 20.80 | $ | 16.81 | ||||||
Second Quarter | $ | 24.19 | $ | 20.66 | $ | 22.86 | $ | 16.83 | ||||||
Third Quarter | $ | 24.04 | $ | 20.99 | $ | 25.40 | $ | 20.63 | ||||||
Fourth Quarter | $ | 23.78 | $ | 20.39 | $ | 24.92 | $ | 20.13 |
Quarterly cash dividends totaling $.28 were paid during 2004, and a 5% stock dividend was declared during the second quarter of 2004. Quarterly cash dividends totaling $.39 were paid during 2005, and a 15% stock dividend was declared during the second quarter of 2005. Quarterly cash dividends totaling $.48 were paid during 2006, a 5% stock dividend and a 3-for-2 stock split were declared during the second quarter of 2006.
The following graph shows the cumulative total shareholder return on an investment in the Companys common stock compared to the Hemscott Group Index and the Russell 2000 Index of Regional-Midwest Banks. The comparison assumes a $100 investment on December 31, 2001 at the initial price of $9.69 per share (adjusted for all stock dividends and splits) and assumes that dividends are reinvested. The comparisons in this table are set forth in response to Securities and Exchange Commission (SEC) disclosure requirements, and therefore are not intended to forecast or be indicative of future performance of the common stock.
2001 | 2002 | 2003 | 2004 | 2005 | 2006 | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Macatawa Bank | ||||||||||||||||||||
Corporation | 100.00 | 109.20 | 167.01 | 203.29 | 267.91 | 251.48 | ||||||||||||||
Hemscott Group Index | 100.00 | 95.70 | 123.04 | 131.19 | 125.96 | 146.02 | ||||||||||||||
Russell 2000 Index | 100.00 | 78.42 | 114.00 | 133.94 | 138.40 | 162.02 |
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING | F-2 | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON | |||
INTERNAL CONTROL OVER FINANCIAL REPORTING | F-3 | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON | |||
FINANCIAL STATEMENTS | F-4 | ||
CONSOLIDATED FINANCIAL STATEMENTS | |||
CONSOLIDATED BALANCE SHEETS | F-5 | ||
CONSOLIDATED STATEMENTS OF INCOME | F-6 | ||
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | F-7 | ||
CONSOLIDATED STATEMENTS OF CASH FLOWS | F-9 | ||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F-10 |
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control system was designed to provide reasonable assurance to the Companys management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Company management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2006. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment we believe that, as of December 31, 2006, the Companys internal control over financial reporting is effective based on those criteria.
The Companys independent auditors have issued an audit report on our assessment of the Companys internal control over financial reporting.
/s/ Benj. A. Smith, III
Benj. A. Smith, III Chief Executive Officer /s/ Jon W. Swets Jon W. Swets Chief Financial Officer |
F-2
Board of Directors and
Shareholders
Macatawa Bank Corporation
Holland, Michigan
We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting, that Macatawa Bank Corporation maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Macatawa Bank Corporations 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 managements assessment and an opinion on the effectiveness of the Companys 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 managements 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 companys 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 companys 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 companys 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, managements assessment that Macatawa Bank Corporation maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Macatawa Bank Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Macatawa Bank Corporation as of December 31, 2006 and 2005 and the related consolidated statements of income, changes in shareholders equity and cash flows for each of the three years in the period ended December 31, 2006 and our report dated March 16, 2007 expressed an unqualified opinion on those consolidated financial statements.
Grand Rapids, Michigan March 16, 2007 |
Crowe Chizek and Company LLC |
F-3
Board of Directors and
Shareholders
Macatawa Bank Corporation
Holland, Michigan
We have audited the accompanying consolidated balance sheets of Macatawa Bank Corporation as of December 31, 2006 and 2005, and the related statements of income, changes in shareholders equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Companys 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. An audit also includes 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 Macatawa Bank Corporation at December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Macatawa Bank Corporations 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 and our report dated March 16, 2007 expressed an unqualified opinion thereon.
Grand Rapids, Michigan March 16, 2007 |
Crowe Chizek and Company LLC |
F-4
MACATAWA BANK CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2006 and 2005
(Dollars in thousands)
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||
Cash and due from banks | $ | 39,882 | $ | 49,101 | ||||
Total cash and cash equivalents | 39,882 | 49,101 | ||||||
Securities available for sale, at fair value | 198,546 | 156,696 | ||||||
Securities held to maturity (fair value 2006 - $2,762, | ||||||||
2005 - $3,974) | 2,711 | 3,907 | ||||||
Federal Home Loan Bank (FHLB) stock | 12,275 | 13,910 | ||||||
Loans held for sale | 1,547 | 2,331 | ||||||
Total loans | 1,711,450 | 1,547,879 | ||||||
Allowance for loan losses | (23,259 | ) | (20,992 | ) | ||||
1,688,191 | 1,526,887 | |||||||
Premises and equipment - net | 60,731 | 53,028 | ||||||
Accrued interest receivable | 11,233 | 8,366 | ||||||
Goodwill | 23,915 | 23,915 | ||||||
Acquisition intangibles | 1,563 | 1,941 | ||||||
Bank-owned life insurance | 21,843 | 20,814 | ||||||
Other assets | 12,379 | 9,094 | ||||||
Total assets | $ | 2,074,816 | $ | 1,869,990 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Deposits | ||||||||
Noninterest-bearing | $ | 180,032 | $ | 188,762 | ||||
Interest-bearing | 1,487,525 | 1,319,010 | ||||||
Total | 1,667,557 | 1,507,772 | ||||||
Federal funds purchased | 11,990 | 25,809 | ||||||
Other borrowed funds | 192,018 | 145,161 | ||||||
Long-term debt | 41,238 | 41,238 | ||||||
Accrued expenses and other liabilities | 5,164 | 8,266 | ||||||
Total liabilities | 1,917,967 | 1,728,246 | ||||||
Shareholders' equity | ||||||||
Preferred stock, no par value, 500,000 shares | ||||||||
authorized; no shares issued and outstanding | ||||||||
Common stock, no par value, 40,000,000 shares | ||||||||
authorized; 16,254,619 and 10,227,992 shares | ||||||||
issued and outstanding at December 31, 2006 | ||||||||
and 2005, respectively | 153,728 | 136,583 | ||||||
Retained earnings | 4,840 | 8,040 | ||||||
Accumulated other comprehensive income (loss) | (1,719 | ) | (2,879 | ) | ||||
Total shareholders' equity | 156,849 | 141,744 | ||||||
Total liabilities and shareholders' equity | $ | 2,074,816 | $ | 1,869,990 | ||||
See accompanying notes to consolidated financial statements.
F-5
MACATAWA BANK
CORPORATION
CONSOLIDATED STATEMENTS
OF INCOME
Years ended December
31, 2006, 2005 and 2004
(Dollars in thousands,
except per share data)
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Interest income | |||||||||||
Loans, including fees | $ | 125,034 | $ | 98,031 | $ | 72,583 | |||||
Securities | |||||||||||
Taxable | 5,424 | 4,392 | 3,528 | ||||||||
Tax-exempt | 2,154 | 2,084 | 1,727 | ||||||||
FHLB stock | 656 | 573 | 430 | ||||||||
Federal funds sold and other short-term investments | 238 | 315 | 61 | ||||||||
Total interest income | 133,506 | 105,395 | 78,329 | ||||||||
Interest expense | |||||||||||
Deposits | 53,597 | 32,060 | 19,071 | ||||||||
Other borrowings | 8,209 | 6,599 | 5,223 | ||||||||
Long-term debt | 3,346 | 2,603 | 1,659 | ||||||||
Federal funds purchased | 937 | 1,296 | 356 | ||||||||
Total interest expense | 66,089 | 42,558 | 26,309 | ||||||||
Net interest income | 67,417 | 62,837 | 52,020 | ||||||||
Provision for loan losses | 7,715 | 3,675 | 7,890 | ||||||||
Net interest income after provision for loan losses | 59,702 | 59,162 | 44,130 | ||||||||
Noninterest income | |||||||||||
Service charges and fees | 4,874 | 4,323 | 2,962 | ||||||||
Gain on sales of loans | 1,721 | 2,336 | 2,207 | ||||||||
Trust fees | 3,589 | 2,921 | 2,945 | ||||||||
Other | 3,993 | 3,424 | 1,928 | ||||||||
Total noninterest income | 14,177 | 13,004 | 10,042 | ||||||||
Noninterest expense | |||||||||||
Salaries and benefits | 24,791 | 22,388 | 19,206 | ||||||||
Occupancy of premises | 3,558 | 3,239 | 2,653 | ||||||||
Furniture and equipment | 3,221 | 2,975 | 2,768 | ||||||||
Legal and professional fees | 927 | 786 | 679 | ||||||||
Marketing and promotion | 1,075 | 1,145 | 976 | ||||||||
Data processing fees | 1,756 | 1,584 | 1,074 | ||||||||
Other | 9,585 | 9,306 | 8,044 | ||||||||
Total noninterest expenses | 44,913 | 41,423 | 35,400 | ||||||||
Income before income tax expense | 28,966 | 30,743 | 18,772 | ||||||||
Income tax expense | 9,135 | 9,854 | 5,996 | ||||||||
Net income | $ | 19,831 | $ | 20,889 | $ | 12,776 | |||||
Basic earnings per share | $ | 1.22 | $ | 1.30 | $ | .80 | |||||
Diluted earnings per share | $ | 1.20 | $ | 1.27 | $ | .79 | |||||
Cash dividends per share | $ | .48 | $ | .39 | $ | .28 | |||||
See accompanying notes to consolidated financial statements.
F-6
MACATAWA BANK
CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Years ended December
31, 2006, 2005 and 2004
(Dollars in thousands,
except per share data)
Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance, January 1, 2004 | $ | 114,568 | $ | 5,300 | $ | 2,032 | $ | 121,900 | ||||||
Net income | 12,776 | 12,776 | ||||||||||||
Other comprehensive income (loss): | ||||||||||||||
Net change in unrealized gain (loss) | ||||||||||||||
on derivative instruments, net | ||||||||||||||
of tax of ($366) | (679 | ) | (679 | ) | ||||||||||
Net change in unrealized gain (loss) | ||||||||||||||
on securities available for sale, net | ||||||||||||||
of tax of ($509) | (945 | ) | (945 | ) | ||||||||||
Comprehensive income | 11,152 | |||||||||||||
Issued 418,263 shares in payment of | ||||||||||||||
5% stock dividend | 9,330 | (9,355 | ) | (25 | ) | |||||||||
Issued 35,566 shares for stock | ||||||||||||||
option exercises (net of 5,249 shares | ||||||||||||||
exchanged and including $97 of tax benefit) | 491 | 491 | ||||||||||||
Cash dividends at $.28 per share | (4,444 | ) | (4,444 | ) | ||||||||||
Balance, December 31, 2004 | 124,389 | 4,277 | 408 | 129,074 | ||||||||||
Net income | 20,889 | 20,889 | ||||||||||||
Other comprehensive income (loss): | ||||||||||||||
Net change in unrealized gain (loss) | ||||||||||||||
on derivative instruments, net | ||||||||||||||
of tax of ($725) | (1,346 | ) | (1,346 | ) | ||||||||||
Net change in unrealized gain (loss) | ||||||||||||||
on securities available for sale, net | ||||||||||||||
of tax of ($1,046) | (1,941 | ) | (1,941 | ) | ||||||||||
Comprehensive income | 17,602 | |||||||||||||
Stock compensation expense (includes 5,000 shares | 176 | 176 | ||||||||||||
earned under Stock Compensation Plan) | ||||||||||||||
Issued 1,328,409 shares in payment of | ||||||||||||||
15% stock dividend | 10,863 | (10,898 | ) | (35 | ) | |||||||||
Issued 70,681 shares for stock | ||||||||||||||
option exercises (net of 6,017 shares | ||||||||||||||
exchanged and including $275 of tax benefit) | 1,155 | 1,155 | ||||||||||||
Cash dividends at $.39 per share | (6,228 | ) | (6,228 | ) | ||||||||||
Balance, December 31, 2005 | 136,583 | 8,040 | (2,879 | ) | 141,744 |
See accompanying notes to consolidated financial statements.
F-7
MACATAWA BANK
CORPORATION
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (continued)
Years ended December 31,
2006, 2005 and 2004
(Dollars in thousands, except per share data)
Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net income | 19,831 | 19,831 | ||||||||||||
Other comprehensive income (loss): | ||||||||||||||
Net change in unrealized gain (loss) | ||||||||||||||
on derivative instruments, net | ||||||||||||||
of tax of $135 | 250 | 250 | ||||||||||||
Net change in unrealized gain (loss) | ||||||||||||||
on securities available for sale, net | ||||||||||||||
of tax of $490 | 910 | 910 | ||||||||||||
Comprehensive income | 20,991 | |||||||||||||
Issued 513,283 shares in payment of | ||||||||||||||
5% stock dividend | 15,127 | (15,180 | ) | (53 | ) | |||||||||
Issued 5,401,190 shares in payment of 3-for-2 stock split | ||||||||||||||
Stock compensation expense | 657 | 657 | ||||||||||||
Issued 90,714 shares for stock option exercises | ||||||||||||||
(net of 4,994 shares exchanged and including $258 of | ||||||||||||||
tax benefit) | 1,361 | 1,361 | ||||||||||||
Cash dividends at $.48 per share | (7,851 | ) | (7,851 | ) | ||||||||||
Balance, December 31, 2006 | $ | 153,728 | $ | 4,840 | $ | (1,719 | ) | $ | 156,849 | |||||
See accompanying notes to consolidated financial statements.
F-8
MACATAWA BANK
CORPORATION
CONSOLIDATED STATEMENTS
OF CASH FLOWS
Years ended December
31, 2006, 2005 and 2004
(Dollars in thousands)
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Cash flows from operating activities | |||||||||||
Net income | $ | 19,831 | $ | 20,889 | $ | 12,776 | |||||
Adjustments to reconcile net income | |||||||||||
to net cash from operating activities | |||||||||||
Depreciation and amortization | 3,385 | 3,100 | 2,971 | ||||||||
Stock compensation expense | 657 | 176 | 0 | ||||||||
Stock dividends on FHLB stock | 0 | (249 | ) | (414 | ) | ||||||
Provision for loan losses | 7,715 | 3,675 | 7,890 | ||||||||
Origination of loans for sale | (103,655 | ) | (137,028 | ) | (141,661 | ) | |||||
Proceeds from sales of loans originated for sale | 106,100 | 140,083 | 144,772 | ||||||||
Gain on sales of loans | (1,721 | ) | (2,336 | ) | (2,207 | ) | |||||
Net change in | |||||||||||
Accrued interest receivable and other assets | (2,217 | ) | (487 | ) | (3,032 | ) | |||||
Bank-owned life insurance | (1,029 | ) | (657 | ) | (157 | ) | |||||
Accrued expenses and other liabilities | (3,727 | ) | 5,374 | 1,060 | |||||||
Net cash from operating activities | 25,339 | 32,540 | 21,998 | ||||||||
Cash flows from investing activities | |||||||||||
Loan originations and payments, net | (172,510 | ) | (156,004 | ) | (245,862 | ) | |||||
Purchase of FHLB stock | 0 | (1,422 | ) | (3,446 | ) | ||||||
Repurchase by FHLB of FHLB stock | 1,635 | 0 | 0 | ||||||||
Purchases of securities available for sale | (42,669 | ) | (37,770 | ) | (68,554 | ) | |||||
Purchases of securities held to maturity | 0 | (1,430 | ) | 0 | |||||||
Maturities and calls of securities available for sale | 1,990 | 15,298 | 36,574 | ||||||||
Maturities and calls of securities held to maturity | 1,127 | 0 | 0 | ||||||||
Principal paydowns on securities | 241 | 133 | 413 | ||||||||
Purchase of bank-owned life insurance | 0 | 0 | (20,000 | ) | |||||||
Additions to premises and equipment | (10,652 | ) | (9,957 | ) | (9,617 | ) | |||||
Net cash from investing activities | (220,838 | ) | (191,152 | ) | (310,492 | ) | |||||
Cash flows from financing activities | |||||||||||
Net increase in deposits | 159,785 | 156,256 | 242,117 | ||||||||
Net increase (decrease) in short-term borrowings | (13,819 | ) | 3,678 | 22,131 | |||||||
Proceeds from long-term debt | 0 | 0 | 21,583 | ||||||||
Proceeds from other borrowed funds | 95,000 | 475,000 | 339,000 | ||||||||
Repayments of other borrowed funds | (48,143 | ) | (453,824 | ) | (360,695 | ) | |||||
Fractional shares purchased | (53 | ) | (35 | ) | (25 | ) | |||||
Cash dividends paid | (7,851 | ) | (6,228 | ) | (4,444 | ) | |||||
Proceeds from exercises of stock options, including tax benefit | 1,361 | 1,155 | 491 | ||||||||
Net cash from financing activities | 186,280 | 176,002 | 260,158 | ||||||||
Net change in cash and cash equivalents | (9,219 | ) | 17,390 | (28,336 | ) | ||||||
Beginning cash and cash equivalents | 49,101 | 31,711 | 60,047 | ||||||||
Ending cash and cash equivalents | $ | 39,882 | $ | 49,101 | $ | 31,711 | |||||
Supplemental cash flow information: | |||||||||||
Interest paid | $ | 65,149 | $ | 40,806 | $ | 25,816 | |||||
Income taxes paid | 12,130 | 9,000 | 6,525 | ||||||||
Supplemental noncash disclosures: | |||||||||||
Transfers from loans to other real estate | 3,551 | 2,677 | 1,850 |
See accompanying notes to consolidated financial statements.
F-9
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
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 discussed in a separate note.
Nature of Operations: Macatawa Bank is a Michigan chartered bank with depository accounts insured by the Federal Deposit Insurance Corporation. The Bank operates 24 full service branch offices providing a full range of commercial and consumer banking and trust services in Kent County, Ottawa County, and northern Allegan County, Michigan. Macatawa Bank Mortgage Company originates and sells residential mortgage loans into the secondary market on a servicing released basis. Macatawa Investment Services, a broker/dealer that provided various brokerage services including discount brokerage, personal financial planning and consultation regarding individual stocks and mutual funds ceased doing business as a registered broker-dealer effective November 1, 2006. On November 1, 2006, Macatawa Bank began offering brokerage services to its customers through an arrangement with Infinex Investments, Inc. (Infinex). Infinex is a full service investment provider, a registered broker-dealer and a member of the National Association of Securities Dealers (NASD) and the Securities Investor Protection Corporation (SIPC). As more fully discussed in the companys Form 8-K dated October 11, 2006, on October 11, 2006, Macatawa Bank Corporation entered into an Agreement and Plan of Merger with Benj. A. Smith & Associates, Ltd. and Benj. A. Smith, III. Smith & Associates is an investment advisory firm based in Holland, Michigan. The transaction was structured as a merger of Smith & Associates into Macatawa, which in turn contributed the business to Macatawa Bank. The transaction closed effective as of January 1, 2007. Macatawa Statutory Trust I and Macatawa Statutory Trust II are grantor trusts that were established on July 15, 2003 and March 18, 2004 through which trust preferred securities were issued. Under generally accepted accounting principles, these trusts are not consolidated into the financial statements of the Company.
The Company is a financial holding company pursuant to Title I of the Gramm-Leach-Bliley Act. At the present time, the Company has no plans to engage in any of the expanded activities permitted under these regulations.
Recent Developments: In March 2007 management decided to record an additional loan charge-off and corresponding loan loss provision of $4.7 million within the 2006 financial results of the Company. The charge-off and additional provision was based on information that became available after December 31, 2006, and was related to outstanding commercial loans of $5.2 million to one borrower.
Management has reason to believe that the borrower will be unable to meet the repayment terms of the loans. The loans have been secured by collateral, but the collateral likely will not be of sufficient value to cover the outstanding principal on these loans. The remaining balance of loans to this borrower, amounting to $495,000, is secured by identified collateral and is included in impaired loans at December 31, 2006.
The loan impairment was discovered in early March 2007 through internal investigations relating to the collateral and the borrower relationship. Our internal investigation suggests that the borrower may have made misrepresentations to the Bank regarding the loan collateral and its financial condition.
The after-tax impact on net income of the additional loan loss provision was approximately $3.1 million, or $0.18 per share. We will aggressively seek to recover funds associated with this borrower.
Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, the fair value of intangible assets, the status of contingencies and the fair values of financial instruments are particularly subject to change.
Concentration of Credit Risk: Loans are granted to, and deposits are obtained from, customers primarily in the western Michigan area as described above. Substantially all loans are secured by specific items of collateral, including residential real estate, commercial real estate, commercial assets and consumer assets. Other financial instruments, which potentially subject the Company to concentrations of credit risk, include deposit accounts in other financial institutions.
Cash Flow Reporting: Cash and cash equivalents include cash on hand, demand deposits with other financial institutions and short-term securities (securities with maturities of equal to or less than 90 days and federal funds sold). Cash flows are reported net for customer loan and deposit transactions, interest-bearing time deposits with other financial institutions and short-term borrowings with maturities of 90 days or less.
(Continued)
F-10
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Securities: Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities available for sale consist of those securities which might be sold prior to maturity due to changes in interest rates, prepayment risks, yield and availability of alternative investments, liquidity needs or other factors. Securities classified as available for sale are reported at their fair value and the related unrealized holding gain or loss is reported in other comprehensive income.
Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level yield method without anticipating prepayments. Gains and losses on sales are based on the amortized cost of the security sold.
Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers: the length of time and extent that fair value has been less than cost, the financial condition and near term prospects of the issuer, and the Companys ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value.
Federal Home Loan Bank (FHLB) Stock: The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment. Because this stock is viewed as a long term investment, impairment is based on ultimate recovery of par value. Both cash and stock dividends are reported as income.
Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs and an allowance for loan losses. Loans held for sale are reported at the lower of cost or market, on an aggregate basis. Loans are sold servicing released, therefore no mortgage servicing right assets are established.
Interest income is accrued on the principal balance and includes amortization of net deferred loan fees and costs over the loan term using the level yield method without anticipating prepayments. Interest income is not reported when full loan repayment is in doubt, typically when the loan is impaired or payments are past due over 90 days (180 days for residential mortgages). Consumer loans are typically charged-off no later than 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and recoveries, and decreased by charge-offs. Management estimates the allowance balance required based on known and inherent risks in the portfolio, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in managements judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.
The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired or loans otherwise classified substandard or doubtful. The general component covers non-classified loans and is based on historical loss experience adjusted for current factors.
(Continued)
F-11
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loan impairment is reported when full payment under the loan terms is not expected. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Loans are evaluated for impairment when payments are delayed, typically 90 days or more, or when the internal grading system indicates a doubtful classification. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Foreclosed Assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed. The Company held $3.2 million in foreclosed assets at December 31, 2006 and $527,000 in foreclosed assets at December 31, 2005.
Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 5 to 40 years.
Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 15 years. Maintenance, repairs and minor alterations are charged to current operations as expenditures occur and major improvements are capitalized. These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable.
Bank-Owned Life Insurance: The Bank has purchased life insurance policies on certain officers. Bank-owned life insurance is recorded at its currently realizable cash surrender value. Changes in cash surrender value are recorded in other income.
Long-term Assets: Premises and equipment, core deposit and other intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Income Taxes: Income tax expense is the sum of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
Fair Values of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed separately. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on-and off-balance sheet financial instruments do not include the value of anticipated future business or the values of assets and liabilities not considered financial instruments.
(Continued)
F-12
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Share: Basic earnings per share is net income divided by the weighted average number of common shares outstanding during the period, excluding unvested restricted stock awards. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards. Earnings and dividends per share are restated for all stock splits and dividends through the date of issue of the financial statements.
Stock-Based Compensation: Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-based Payment, using the modified prospective transition method. Accordingly, the Company has recorded stock-based compensation cost using the fair value method starting in 2006. For 2006, adopting this standard resulted in the Company recording compensation cost for stock options of $657,000 or $522,000 after tax, representing $0.03 per share for 2006.
Prior to January 1, 2006, employee compensation expense for stock options was reported using the intrinsic value method. Accordingly, no compensation cost related to stock options was recognized during 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, except per share data).
2005 | 2004 | |||||||
---|---|---|---|---|---|---|---|---|
Net income as reported | $ | 20,889 | $ | 12,776 | ||||
Deduct: Stock-based compensation expense | ||||||||
using fair value method | (508 | ) | (431 | ) | ||||
Pro forma net income | $ | 20,381 | $ | 12,345 | ||||
Basic earnings per share as reported | $ | 1.30 | $ | .80 | ||||
Pro forma basic earnings per share | 1.27 | .77 | ||||||
Diluted earnings per share as reported | 1.27 | .79 | ||||||
Pro forma diluted earnings per share | 1.24 | .76 |
The Companys stock compensation plan allows for the issuance of restricted stock awards. Compensation expense is based upon the market price of the Companys stock at the date of grant and is recognized over the vesting period of the awards. In December 2006, 21,440 shares of common stock were awarded under the plan with a vesting period of three years. During 2005, 7,875 shares of common stock were awarded under the plan and vested immediately upon grant. There were no stock awards in 2004. The compensation expense for stock awarded in 2006 was nominal. Compensation expense for stock awarded in 2005 amounted to $176,000 and was recognized immediately upon grant.
All share and per share amounts under stock compensation plans are restated for all stock splits and dividends through the date of issue of the financial statements.
(Continued)
F-13
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comprehensive Income: Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale and unrealized gains and losses on cash flow hedges which are also recognized as separate components of equity.
Segment Reporting: The Company, through the branch network of the Bank, provides a broad range of financial services to individuals and companies in western Michigan. These services include demand, time and savings deposits; lending; ATM processing; cash management; and trust services. While the Companys management team monitors the revenue streams of the various Company products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Companys banking operations are considered by management to be aggregated in one reportable operating segment.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.
Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements. These balances do not earn interest.
Derivatives: Derivative financial instruments are recognized as assets or liabilities at fair value. The Companys derivatives consist of interest rate swap agreements, which are used as part of its asset liability management to help manage interest rate risk. The Company does not use derivatives for trading purposes.
At the start of a derivative contract, the Company designates the derivative as one of three types based on the Companys intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge), or (3) an instrument with no hedging designation (stand-alone derivative). For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item, are recognized in current earnings as fair values change. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. For both types of hedges, derivative gains and losses that are not effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as noninterest income.
Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.
The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedges inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.
(Continued)
F-14
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
When hedge accounting is discontinued, later changes in fair value of the derivative are recorded as noninterest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transaction is still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.
Goodwill: Goodwill results from prior business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.
Acquisition Intangibles: Acquisition intangibles consist of core deposit and acquired customer relationship intangible assets arising from acquisitions. They are initially measured at fair value and then are amortized on an accelerated method with estimated useful lives of ten years. These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable.
Stock Splits and Dividends: The fair value of shares issued in stock dividends for 20% or less is transferred from retained earnings to common stock, to the extent of available retained earnings. Any excess of fair value over available retained earnings is considered a return of capital. No transfer is recorded for stock dividends or splits in excess of 20%. All share and per share amounts are retroactively adjusted for stock splits and dividends.
Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Company or by the Company to shareholders.
Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation.
Adoption of New Accounting Standards:
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-based Payment. See Stock Compensation above for further discussion of the effect of adopting this standard.
In September 2006, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), which is effective for fiscal years ending on or after November 15, 2006. SAB 108 provides guidance on how the effects of prior-year uncorrected financial statement misstatements should be considered in quantifying a current year misstatement. SAB 108 requires public companies to quantify misstatements using both an income statement (rollover) and balance sheet (iron curtain) approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. If prior year errors that had been previously considered immaterial now are considered material based on either approach, no restatement is required so long as management properly applied its previous approach and all relevant facts and circumstances were considered. Adjustments considered immaterial in prior years under the method previously used, but now considered material under the dual approach required by SAB 108, are to be recorded upon initial adoption of SAB 108. The adoption of SAB 108 did not have any effect on the financial statements.
(Continued)
F-15
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Effect of Newly Issued But Not Yet Effective Accounting Standards:
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48), which prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has determined that the adoption of FIN 48 will not have a material effect on the financial statements.
(Continued)
F-16
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
On October 11, 2006, Macatawa Bank Corporation (Macatawa) entered into an Agreement and Plan of Merger with Benj. A. Smith & Associates, Ltd. (Smith & Associates) and Benj. A. Smith, III (Mr. Smith). On October 11, 2006, Macatawa also entered into a Noncompetition Agreement with Mr. Smith.
Smith & Associates is an investment advisory firm based in Holland, Michigan. Mr. Smith is the owner of Smith & Associates. Mr. Smith is also the founder and Chairman of Macatawa Bank Corporation. The transaction is structured as a merger of Smith & Associates into Macatawa, which in turn will contribute the business to Macatawa Bank.
The purchase price was $3,150,000, less any liabilities of Smith & Associates as of the closing date. In addition, one $300,000 contingent payment will be made if revenue from transferred account balances, principal additions to transferred account balances generated by Mr. Smith and new accounts generated by Mr. Smith exceeds $1,600,000 in 2007 and an additional $300,000 contingent payment will be paid if such revenue exceeds $1,700,000 in 2008. The purchase price and the contingent payments will be paid in common stock of Macatawa valued at the average closing price during the month of September, 2006 ($23.0035 per share).
The transaction will be accounted for using purchase accounting. The final allocation of the purchase price to goodwill and intangible assets is being determined. Any subsequent impairment is required to be reflected in the income statement at such time.
Mr. Smith will provide assistance with transitioning clients as reasonably requested from time to time. Under the Noncompetition Agreement, Mr. Smith agrees to a six year covenant not to compete with the acquired business.
All closing conditions were satisfied and the transaction closed effective as of January 1, 2007.
(Continued)
F-17
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
The amortized cost and fair value of securities at year-end were as follows (dollars in thousands):
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Available for Sale 2006 | ||||||||||||||
U.S. Treasury and federal | ||||||||||||||
agency securities | $ | 148,753 | $ | 182 | $ | (2,025 | ) | $ | 146,910 | |||||
State and municipal bonds | 49,676 | 1,042 | (63 | ) | 50,655 | |||||||||
Other equity securities | 1,000 | -- | (19 | ) | 981 | |||||||||
$ | 199,429 | $ | 1,224 | $ | (2,107 | ) | $ | 198,546 | ||||||
Held to Maturity 2006 | ||||||||||||||
State and municipal bonds | $ | 2,711 | $ | 56 | $ | (5 | ) | $ | 2,762 | |||||
$ | 2,711 | $ | 56 | $ | (5 | ) | $ | 2,762 | ||||||
Available for Sale 2005 | ||||||||||||||
U.S. Treasury and federal | ||||||||||||||
agency securities | $ | 111,102 | $ | 103 | $ | (2,644 | ) | $ | 108,561 | |||||
State and municipal bonds | 46,878 | 609 | (345 | ) | 47,142 | |||||||||
Other equity securities | 1,000 | -- | (7 | ) | 993 | |||||||||
$ | 158,980 | $ | 712 | $ | (2,996 | ) | $ | 156,696 | ||||||
Held to Maturity 2005 | ||||||||||||||
State and municipal bonds | $ | 3,907 | $ | 80 | $ | (13 | ) | $ | 3,974 | |||||
$ | 3,907 | $ | 80 | $ | (13 | ) | $ | 3,974 | ||||||
Securities with unrealized losses at year-end 2006 and 2005, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows (dollars in thousands):
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Description of Securities | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||
December 31, 2006 | ||||||||||||||||||||
U.S. Treasury and federal | ||||||||||||||||||||
agency securities | $ | 5,079 | $ | (15 | ) | $ | 104,727 | $ | (2,010 | ) | $ | 109,806 | $ | (2,025 | ) | |||||
State and municipal bonds | 864 | -- | 5,561 | (68 | ) | 6,425 | (68 | ) | ||||||||||||
Other equity securities | -- | -- | 981 | (19 | ) | 981 | (19 | ) | ||||||||||||
Total temporarily impaired | $ | 5,943 | $ | (15 | ) | $ | 111,269 | $ | (2,097 | ) | $ | 117,212 | $ | (2,112 | ) | |||||
(Continued)
F-18
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Description of Securities | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||
December 31, 2005 | ||||||||||||||||||||
U.S. Treasury and federal | ||||||||||||||||||||
agency securities | $ | 70,531 | $ | (1,299 | ) | $ | 33,654 | $ | (1,345 | ) | $ | 104,185 | $ | (2,644 | ) | |||||
State and municipal bonds | 16,419 | (153 | ) | 5,842 | (205 | ) | 22,261 | (358 | ) | |||||||||||
Other equity securities | 993 | (7 | ) | -- | -- | 993 | (7 | ) | ||||||||||||
Total temporarily impaired | $ | 87,943 | $ | (1,459 | ) | $ | 39,496 | $ | (1,550 | ) | $ | 127,439 | $ | (3,009 | ) | |||||
For unrealized losses on securities, no loss has been recognized into income in either 2006 or 2005 because management has the intent and ability to hold these securities for the foreseeable future and the declines are largely due to differences in market interest rates as compared to those of the underlying securities. The declines in fair value are considered temporary and are expected to recover as the bonds approach their maturity date.
Contractual maturities of debt securities at December 31, 2006 were as follows (dollars in thousands):
Held-to-Maturity Securities | Available-for-Sale Securities | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||
Due in one year or less | $ | 715 | $ | 711 | $ | 8,000 | $ | 7,944 | ||||||
Due from one to five years | 383 | 382 | 143,557 | 141,840 | ||||||||||
Due from five to ten years | -- | -- | 20,268 | 20,748 | ||||||||||
Due after ten years | 1,613 | 1,669 | 26,604 | 27,033 | ||||||||||
$ | 2,711 | $ | 2,762 | $ | 198,429 | $ | 197,565 | |||||||
There were no sales of securities for the years ended December 31, 2006, 2005 and 2004.
At December 31, 2006 and 2005, securities with a carrying value of approximately $1,000,000 were pledged as security for public deposits and for other purposes required or permitted by law. At December 31, 2006, securities with a carrying value of approximately $21,399,000 were pledged as collateral for securities sold under agreements to repurchase. In addition, securities totaling $107,581,000 at December 31, 2005 were used as collateral for advances from the Federal Home Loan Bank.
(Continued)
F-19
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Year-end loans were as follows (dollars in thousands):
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Commercial | $ | 416,135 | $ | 359,036 | ||||
Commercial mortgage | 875,717 | 793,919 | ||||||
Residential mortgage | 224,836 | 223,390 | ||||||
Consumer | 194,762 | 171,534 | ||||||
$ | 1,711,450 | $ | 1,547,879 | |||||
Activity in the allowance for loan losses was as follows (dollars in thousands):
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Beginning balance | $ | 20,992 | $ | 19,251 | $ | 16,093 | |||||
Provision for loan losses | 7,715 | 3,675 | 7,890 | ||||||||
Loans charged-off | (6,054 | ) | (2,237 | ) | (4,945 | ) | |||||
Recoveries | 606 | 303 | 213 | ||||||||
Ending balance | $ | 23,259 | $ | 20,992 | $ | 19,251 | |||||
Loans charged-off in 2006 included a $4.7 million charge-off related to $5.2 million in outstanding loans to one commercial borrower. The impairment of the loans to this borrower was discovered in March 2007 through internal investigations relating to the collateral. The collateral was not of sufficient value to cover the outstanding principal on these loans and it is likely that the borrower will be unable to meet the repayment terms of the loans. The internal investigation suggests that the borrower may have made misrepresentations to the Bank regarding the loan collateral and its financial condition. Because of these misrepresentations and the timing of our discovery of them, the allowance for loan losses did not contain sufficient allocations related to this borrower. As such, an additional provision for loan losses amounting to $4.7 million was recorded as of December 31, 2006 in order to maintain the allowance for loan losses at a level considered adequate in our judgment. The remaining balance of the loans to this borrower is secured by identified collateral, amounting to $495,000, and was included in impaired loans as of December 31, 2006.
Loans charged-off for 2004 included a third quarter charge of $2,800,000 related to one borrower whose loans, totaling $5,900,000, became impaired due to fraud perpetrated by the borrower. After this charge-off, approximately $3,100,000 of the loan balances remained outstanding. Subsequent to this initial charge-off, proceeds from the liquidation of certain collateral, payments on outstanding receivables, and additional charge-offs of $125,000 in 2004 and $789,000 in 2005, reduced the balance to approximately $2,300,000 at December 31, 2004 and $229,000 at December 31, 2005. At December 31, 2006, all balances were paid with no additional losses.
Impaired loans were as follows (dollars in thousands):
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Loans with no allocated allowance | ||||||||
for loan losses | $ | 3,059 | $ | 2,061 | ||||
Loans with allocated allowance for | ||||||||
loan losses | 2,718 | 1,297 | ||||||
$ | 5,777 | $ | 3,358 | |||||
Amount of the allowance for loan | ||||||||
losses allocated | $ | 400 | $ | 333 | ||||
(Continued)
F-20
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Average of impaired loans during the period | $ | 4,630 | $ | 2,833 | $ | 3,329 | |||||
Interest income recognized during impairment | 0 | 0 | 0 | ||||||||
Cash-basis interest income recognized | 0 | 0 | 0 |
Nonperforming loans were as follows at year-end (dollars in thousands):
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Loans past due over 90 days still on accrual | $ | 16,479 | $ | 227 | ||||
Nonaccrual loans | 5,811 | 3,977 | ||||||
$ | 22,290 | $ | 4,204 | |||||
Nonperforming loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. The balance of nonperforming loans at the end of 2006 includes one large commercial relationship totaling approximately $15.2 million. The loans came due in September 2006 but were not renewed as of December 31, 2006 due to their size and complexity. At no time were the loans placed in nonaccrual as we expected to collect all amounts owed. An agreement has occurred between the Bank and the borrower, a land development partnership, and the loans were renewed and closed as of January 31, 2007.
Year-end premises and equipment were as follows (dollars in thousands):
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Land | $ | 15,093 | $ | 14,252 | ||||
Building | 33,658 | 32,765 | ||||||
Leasehold improvements | 1,277 | 1,231 | ||||||
Furniture and equipment | 16,311 | 15,571 | ||||||
Construction in progress | 8,558 | 925 | ||||||
74,897 | 64,744 | |||||||
Less accumulated depreciation | (14,166 | ) | (11,716 | ) | ||||
$ | 60,731 | $ | 53,028 | |||||
The balance of construction in progress at December 31, 2006 primarily relates to two facilities expected to open in the first quarter of 2007. Depreciation expense was $2,949,000, $2,713,000 and $2,546,000 for each of the years ending December 31, 2006, 2005 and 2004.
The Bank leases certain office and branch premises and equipment under operating lease agreements. Total rental expense for all operating leases aggregated to $382,000, $380,000 and $452,000 for each of the years ending December 31, 2006, 2005 and 2004. Future minimum rental expense under noncancelable operating leases as of December 31, 2006 is as follows (dollars in thousands):
2007 | $ | 307 | ||||||
2008 | 260 | |||||||
2009 | 38 | |||||||
2010 | 8 | |||||||
2011 | 6 | |||||||
$ | 619 | |||||||
(Continued)
F-21
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Intangible assets recorded for the April 1, 2002 acquisition of Grand Bank Financial Corporation were as follows as of December 31 (dollars in thousands):
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Core deposits | $ | 3,185 | $ | 3,185 | ||||
Trust relationships | 478 | 478 | ||||||
$ | 3,663 | $ | 3,663 | |||||
Less accumulated amortization | (2,100 | ) | (1,722 | ) | ||||
$ | 1,563 | $ | 1,941 | |||||
Both the core deposits and trust relationships intangibles are being amortized on an accelerated basis over a period of ten years. Amortization expense for the years ended December 31, 2006, 2005 and 2004 was $378,000, $406,000 and $440,000. Estimated amortization expense for the next five years is as follows (dollars in thousands):
2007 | $ | 340 | ||||||
2008 | 315 | |||||||
2009 | 297 | |||||||
2010 | 281 | |||||||
2011 | 266 |
Deposits at year-end were as follows (dollars in thousands):
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Noninterest-bearing demand | $ | 180,032 | $ | 188,762 | ||||
Money market | 459,230 | 380,216 | ||||||
NOW and Super NOW | 265,679 | 207,947 | ||||||
Savings | 40,160 | 40,612 | ||||||
Certificates of deposit | 722,456 | 690,235 | ||||||
$ | 1,667,557 | $ | 1,507,772 | |||||
The following table depicts the maturity distribution of certificates of deposit at December 31, 2006 (dollars in thousands):
2007 | $ | 480,991 | ||||||
2008 | 123,569 | |||||||
2009 | 71,319 | |||||||
2010 | 44,438 | |||||||
2011 | 2,019 | |||||||
Thereafter | 120 | |||||||
$ | 722,456 | |||||||
Approximately $504,274,000 and $515,772,000 in time certificates of deposit were in denominations of $100,000 or more at December 31, 2006 and 2005.
Brokered deposits totaled approximately $272,896,000 and $284,201,000 at December 31, 2006 and 2005. At December 31, 2006 and 2005, brokered deposits had interest rates ranging from 3.30% to 5.49% and 2.70% to 4.55%, respectively, and at year-end 2006, maturities ranging from two months to forty-three months.
(Continued)
F-22
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Other borrowed funds include advances from the Federal Home Loan Bank and securities sold under agreements to repurchase.
Federal Home Loan Bank Advances
At year-end, advances from the Federal Home Loan Bank were as follows (dollars in thousands):
Principal Terms | Advance Amount | Range of Maturities | Weighted Average Interest Rate | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
December 31, 2006 | |||||||||||
Single maturity fixed rate advances | $ | 132,000 | April 2007 to May 2010 | 4.63 | % | ||||||
Putable advances | 31,000 | September 2009 to December 2010 | 5.80 | % | |||||||
Amortizable mortgage advances | 9,018 | February 2008 to July 2018 | 3.86 | % | |||||||
$ | 172,018 | ||||||||||
December 31, 2005 | |||||||||||
Single maturity fixed rate advances | $ | 104,200 | January 2006 to May 2010 | 3.25 | % | ||||||
Putable advances | 31,000 | September 2009 to December 2010 | 5.80 | % | |||||||
Amortizable mortgage advances | 9,961 | February 2008 to July 2018 | 3.90 | % | |||||||
$ | 145,161 | ||||||||||
Each advance is payable at its maturity date and contains a prepayment penalty. Putable advances are fixed rate advances that can be changed to a variable rate at the option of the FHLB. If the FHLB exercises that option, these advances may be repaid without penalty. These advances were collateralized by securities totaling $107,581,000 at December 31, 2005, and residential and commercial real estate loans totaling $596,829,000 and $526,066,000 under a blanket lien arrangement at December 31, 2006 and 2005.
Maturities as of December 31, 2006 were as follows (in thousands):
2007 | $ | 47,000 | ||||||
2008 | 70,674 | |||||||
2009 | 5,344 | |||||||
2010 | 41,000 | |||||||
2011 | -- | |||||||
Thereafter | 8,000 | |||||||
$ | 172,018 | |||||||
Securities sold under agreements to repurchase (repo borrowings) are financing arrangements secured by U.S. federal agency securities. On August 16, 2006, the Company secured two $10 million repo borrowings at a floating rate of three-month LIBOR plus a margin. These borrowings were secured by securities that had a carrying amount of approximately $21,399,000 at December 31, 2006. At maturity, the securities underlying the arrangements are returned to the company. These borrowings at December 31, 2006 were as follows (in thousands):
Principal Terms | Amount | Maturity | Interest Rate | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Floating rate repo borrowing | $ | 10,000 | August 16, 2009 | 5.75 | % | ||||||
Floating rate repo borrowing | $ | 10,000 | August 16, 2010 | 5.81 | % | ||||||
$ | 20,000 |
(Continued)
F-23
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
The Company has a $10,000,000 credit facility to provide liquidity for the parent company and additional capital for the Bank as necessary. There were no advances outstanding on this credit facility as of December 31, 2006 and 2005.
The Company has issued $40.0 million of pooled trust preferred securities (Preferred Securities) through its wholly-owned subsidiary grantor trusts. Macatawa Statutory Trust I issued $619,000 of common securities to the Company and $20.0 million of Preferred Securities on July 15, 2003 at a floating interest rate of the three-month LIBOR plus 3.05%. Macatawa Statutory Trust II issued $619,000 of common securities and $20.0 million of Preferred Securities on March 18, 2004 at a floating interest rate of the three-month LIBOR plus 2.75%.
The Company issued subordinated debentures (Debentures) to each trust in exchange for the proceeds of the offerings, which Debentures represent the sole asset of each trust. The Preferred Securities represent an interest in the Companys subordinated debentures, which have terms that are similar to the Preferred Securities. As provided in each trusts indenture, the Preferred Securities accrue and pay distributions quarterly at a specified rate and are subject to mandatory redemption upon the maturity of the Debentures, 30 years from the date of issuance, or upon earlier redemption. The Company has the right to redeem the Debentures in whole or in part beginning five years from the date of issuance at a redemption price specified in each trusts indenture.
At December 31, 2006 and 2005, the Debentures totaling $41,238,000 are reported in liabilities as Long-term debt, and the common securities of $1,238,000 and unamortized debt issuance costs are included in other assets.
At both December 31, 2006 and December 31, 2005, approximately $38 million of the $40 million of Preferred Securities issued qualified as Tier 1 capital for regulatory capital purposes.
Loans to principal officers, directors, and their affiliates were as follows (dollars in thousands).
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Beginning balance | $ | 15,992 | $ | 14,778 | ||||
New loans and renewals | 15,570 | 12,781 | ||||||
Repayments and renewals | (18,976 | ) | (11,567 | ) | ||||
Ending balance | $ | 12,586 | $ | 15,992 | ||||
Deposits from principal officers, directors, and their affiliates at December 31, 2006 and 2005 were $4,324,000 and $6,199,000.
On October 11, 2006, Macatawa Bank Corporation (Macatawa) entered into an Agreement and Plan of Merger with Benj. A. Smith & Associates, Ltd. (Smith & Associates) and Benj. A. Smith, III (Mr. Smith). On October 11, 2006, Macatawa also entered into a Noncompetition Agreement with Mr. Smith.
Smith & Associates is an investment advisory firm based in Holland, Michigan. Mr. Smith is the owner of Smith & Associates. Mr. Smith is also the founder and Chairman of Macatawa Bank Corporation. The transaction is structured as a merger of Smith & Associates into Macatawa, which in turn will contribute the business to Macatawa Bank. For further details regarding the transaction, refer to Note 2, Acquisition.
(Continued)
F-24
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
The Company has stock-based compensation plans for its employees (the Employees Plans) and directors (the Directors Plans). The Employees Plans permit the grant of stock options or the issuance of restricted stock for up to 1,825,890 shares of common stock. The Directors Plans permit the grant of stock options or the issuance of restricted stock for up to 450,741 shares of common stock. Included in these totals, are additional shares approved for issuance from Employees and Directors Plans by the shareholders at their annual meeting in April, 2006. There were 739,530 shares under the Employees Plans and 167,342 shares under the Directors Plans available for future issuance as of December 31, 2006. The Company issues new shares under its stock-based compensation plans from its authorized but unissued shares.
Option awards are granted with an exercise price equal to the market price at the date of grant. Option awards have vesting periods ranging from one to three years and have ten year contractual terms.
The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Companys common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
The fair value of options granted was determined using the following weighted-average assumptions as of grant date.
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Risk-free interest rate | 4.52% | 4.27% | 3.89% | ||||||||
Expected option life | 6.5 years | 6.2 years | 7 years | ||||||||
Expected stock price volatility | 23.68% | 23.98% | 23.38% | ||||||||
Dividend yield | 2.55% | 2.01% | 2.08% | ||||||||
Weighted average fair value of options granted | $ 5.04 | $5.99 | $ 3.92 |
A summary of option activity in the plans is as follows (dollars in thousands, except per option data):
Options | Number Outstanding | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outstanding at January 1, 2006 | 1,019,559 | $ | 13.75 | |||||||||||
Granted | 97,987 | 20.76 | ||||||||||||
Exercised | (134,811 | ) | 9.62 | |||||||||||
Forfeited | (5,583 | ) | 18.49 | |||||||||||
Outstanding at December 31, 2006 | 977,152 | $ | 15.00 | 6.80 | $ | 6,635 | ||||||||
Exercisable at December 31, 2006 | 733,362 | $ | 12.46 | 5.03 | $ | 6,568 | ||||||||
(Continued)
F-25
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 11 STOCK-BASED COMPENSATION (Continued)
Information related to stock options during each year follows:
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Intrinsic value of options exercised | $ | 1,779 | $ | 1,623 | $ | 596 | |||||
Cash received from option exercises | 1,103 | 880 | 394 | ||||||||
Tax benefit realized from option exercises | 258 | 275 | 97 |
As of December 31, 2006, there was approximately $1,107,000 of total unrecognized compensation cost related to nonvested stock options granted under the Companys stock-based compensation plans. The cost is expected to be recognized over a weighted-average period of 2.4 years.
A summary of changes in the Companys nonvested stock awards for the year follows:
Nonvested Stock Awards | Shares | Weighted-Average Grant-Date Fair Value | ||||||
---|---|---|---|---|---|---|---|---|
Nonvested at January 1, 2006 | 0 | $ | --- | |||||
Granted | 21,440 | 20.50 | ||||||
Vested | 0 | --- | ||||||
Forfeited | 0 | --- | ||||||
Nonvested at December 31, 2006 | 21,440 | $ | 20.50 | |||||
As of December 31, 2006, there was $439,000 of total unrecognized compensation cost related to nonvested shares granted under the Companys stock-based compensation plans. The cost is expected to be recognized over a weighted-average period of 3.0 years. There were no shares vested during the years ended December 31, 2006 and 2004. The total fair value of shares vested during the year ended December 31, 2005, was $176,000.
(Continued)
F-26
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
The Company sponsors a 401(k) plan which covers substantially all employees. Employees may elect to contribute to the plan from 1% to 15% of their salary subject to statutory limitations. The Company makes matching contributions equal to 100% of the first 3% of employee contributions and 50% of employee contributions in excess of 3%, up to 6%. The Companys contributions for the years ended December 31, 2006, 2005 and 2004 were approximately $691,000, $620,000 and $560,000.
The Company sponsors an employee stock purchase plan which allows employees to direct the Company to withhold payroll dollars and purchase Company stock for the employees at market price on a quarterly basis. The Company has reserved 51,422 shares of common stock to be issued under the plan. The plan allows for shares to be issued directly from the Company or purchased on the open market.
(Continued)
F-27
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
A reconciliation of the numerators and denominators of basic and diluted earnings per share are as follows (dollars in thousands except per share data):
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Basic earnings per share | |||||||||||
Net income | $ | 19,831 | $ | 20,889 | $ | 12,776 | |||||
Weighted average common shares | |||||||||||
outstanding | 16,201,514 | 16,060,600 | 15,949,600 | ||||||||
Basic earnings per share | $ | 1.22 | $ | 1.30 | $ | .80 | |||||
Diluted earnings per share | |||||||||||
Net income | $ | 19,831 | $ | 20,889 | $ | 12,776 | |||||
Weighted average common shares | |||||||||||
outstanding | 16,201,514 | 16,060,600 | 15,949,600 | ||||||||
Add: Dilutive effects of assumed | |||||||||||
exercises of stock options | 350,365 | 424,469 | 302,842 | ||||||||
Weighted average common and | |||||||||||
dilutive potential common | |||||||||||
shares outstanding | 16,551,879 | 16,485,069 | 16,252,442 | ||||||||
Diluted earnings per share | $ | 1.20 | $ | 1.27 | $ | .79 | |||||
Stock options for 319,961, 226,012, and 175,782 shares of common stock were not considered in computing diluted earnings per share for December 31, 2006, 2005 and 2004, respectively, because they were antidilutive.
(Continued)
F-28
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
The consolidated provision for income taxes was as follows (dollars in thousands):
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Current | $ | 10,226 | $ | 10,503 | $ | 5,919 | |||||
Deferred (benefit) expense | (1,091 | ) | (649 | ) | 77 | ||||||
$ | 9,135 | $ | 9,854 | $ | 5,996 | ||||||
The difference between the financial statement tax expense and amount computed by applying the statutory federal tax rate to pretax income was reconciled as follows (dollars in thousands):
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Statutory rate | 35 | % | 35 | % | 35 | % | |||||
Statutory rate applied to income before taxes | $ | 10,138 | $ | 10,760 | $ | 6,570 | |||||
Add (deduct) | |||||||||||
Tax-exempt interest income | (634 | ) | (647 | ) | (554 | ) | |||||
Bank-owned life insurance | (360 | ) | (230 | ) | (55 | ) | |||||
Other, net | (9 | ) | (29 | ) | 35 | ||||||
$ | 9,135 | $ | 9,854 | $ | 5,996 | ||||||
The net deferred tax asset recorded included the following amounts of deferred tax assets and liabilities (dollars in thousands):
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
Deferred tax asset | ||||||||
Allowance for loan losses | $ | 8,141 | $ | 7,347 | ||||
Unrealized loss on derivative instruments | 617 | 751 | ||||||
Unrealized loss on securities available for sale | 309 | 800 | ||||||
Other | 549 | 378 | ||||||
9,616 | 9,276 | |||||||
Deferred tax liabilities | ||||||||
Depreciation | (2,013 | ) | (1,966 | ) | ||||
Purchase accounting adjustments | (547 | ) | (744 | ) | ||||
Other | (625 | ) | (602 | ) | ||||
(3,185 | ) | (3,312 | ) | |||||
Net deferred tax asset | $ | 6,431 | $ | 5,964 | ||||
A valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefit related to such assets will not be realized. Based on the levels of taxable income in the current and prior years which would be available to absorb the benefit, management has determined that no valuation allowance was required at December 31, 2006 or 2005.
(Continued)
F-29
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Some financial instruments are used to meet customer financing needs and to reduce exposure to interest rate changes. These financial instruments include commitments to extend credit and standby letters of credit. These involve, to varying degrees, credit and interest-rate risk in excess of the amount reported in the financial statements.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment, and generally have fixed expiration dates. Standby letters of credit are conditional commitments to guarantee a customers performance to a third party. Exposure to credit loss if the other party does not perform is represented by the contractual amount for commitments to extend credit and standby letters of credit. Collateral or other security is normally not obtained for these financial instruments prior to their use, and many of the commitments are expected to expire without being used.
A summary of the notional or contractual amounts of financial instruments with off-balance-sheet risk was as follows (dollars in thousands):
December 31, | ||||||||
---|---|---|---|---|---|---|---|---|
2006 | 2005 | |||||||
Commitments to make loans | $ | 25,855 | $ | 48,254 | ||||
Letters of credit | 27,269 | 24,538 | ||||||
Unused lines of credit | 470,882 | 460,829 |
At year-end 2006, approximately 68% of the Banks commitments to make loans were at fixed rates, offered at current market rates. The majority of the variable rate commitments noted above were tied to prime and expire within 30 days. The majority of the unused lines of credit were at variable rates tied to prime.
The Bank conducts substantially all of its business operations in western Michigan.
The Company and its subsidiaries periodically become defendants in certain claims and legal actions arising in the ordinary course of business.
On July 8, 2003, the Company filed a Form 8-K (dated July 1, 2003) with the Securities and Exchange Commission reporting events related to a former trust customer, Trade Partners, Inc. (Trade Partners), of the former Grand Bank, which the Company acquired effective April 1, 2002. Trade Partners was involved in purchasing and selling interests in viaticals, which are interests in life insurance policies of the terminally ill or elderly. Beginning in 1996, Grand Bank served as a custodian and escrow agent with respect to viaticals purchased by Trade Partners and sold to investors. Two lawsuits were filed, one in December 2002 and another in March 2003, against Trade Partners, Grand Bank and the Company alleging that Grand Bank breached certain escrow agreements related to viatical settlement contracts. Both of these lawsuits have been dismissed although the plaintiffs reserved the right to pursue the claims in the future. A third lawsuit was filed in April 2003 by two individual investors against Grand Bank, the Company, Trade Partners and certain individuals and entities associated with Trade Partners. The claims against Grand Bank and the Company in this lawsuit have been settled and dismissed with prejudice. In May 2003 a purported class action complaint was filed against the Company. As amended, this suit alleges that Grand Bank breached escrow agreements and fiduciary duties and violated the Michigan Uniform Securities Act with respect to the investments secured by the purported class in viaticals and in interests in limited partnerships which made loans to Trade Partners secured by viaticals, and with respect to loans made by purported class members directly to Trade Partners. The Company has answered the complaint denying the material allegations and raising certain affirmative defenses. In November 2006 the court denied class certification in this case. The Company believes that the class action, if it had been approved by the court, might have involved as many as 2,000 to 3,000 individual claimants. Since that denial of class certification, nine new actions, none of which is a class action, raising substantially the same allegations as the former class action have been filed in several jurisdictions on behalf of approximately 1,200 Trade Partners investors. Management believes the Company has strong defenses and will vigorously defend the cases.
(Continued)
F-30
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Trade Partners is now in receivership. The supervising court authorized the receiver to borrow money from Macatawa Bank to pay premiums, if needed. Macatawa Bank extended a $4 million line of credit to the receiver, conditioned upon obtaining a security interest in the viaticals. No draws were made against the line, and the line expired during the fourth quarter of 2004.
It is possible that one or more additional legal actions may be initiated involving the custodial and escrow agent services provided by Grand Bank in connection with Trade Partners. If any such legal actions are commenced, the Company intends to defend them vigorously. To the extent any pending or future claims allege errors or omissions on the part of Grand Bank or Macatawa Bank, management believes that some or all liability, if any is proven or established, will be covered by errors and omissions insurance maintained by Grand Bank and Macatawa Bank. The Company has reported the Trade Partners matter to its two insurance carriers. Federal Insurance Company has assumed the Companys defense and has advanced a portion of its defense costs pursuant to a reservation of rights letter asserting certain coverage defenses, and an Interim Funding Agreement. Federal Insurance Company on July 21, 2006 notified the Company that it had filed an Arbitration Demand with the American Arbitration Association, seeking a declaration that based on its asserted coverage defenses its policy does not cover this matter. The Company and Federal Insurance Company have agreed to defer any proceedings with respect to this Arbitration Demand. The Company believes that Federal Insurance Company is obligated to provide coverage, and the Company intends to vigorously pursue its rights under the insurance policy. The other carrier has taken the position that the duty of defense rests solely with the first carrier, and reserves its rights with respect to indemnity.
The legal actions involving Trade Partners have not progressed to trial and the outcome of such actions is uncertain. While we are therefore unable to determine at this time whether or to what extent these actions may impact the Company, the Company believes it has strong defenses and fully intends to defend any and all such actions vigorously.
(Continued)
F-31
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
The Company has asset/liability management policies that include guidelines for measuring and monitoring interest rate risk. Within these guidelines, parameters have been established for maximum fluctuations in net interest income. Possible fluctuations are measured and monitored using simulation analysis. The policies provide for the use of derivative instruments and hedging activities to aid in managing interest rate risk to within the policy parameters.
The Companys assets are comprised of a large portion of loans on which the interest rates are variable. As such, the Company may periodically enter into derivative financial instruments to mitigate exposure to fluctuations in cash flows resulting from changes in interest rates. Interest rate swap arrangements may be utilized to hedge against these fluctuations in cash flows.
The Company has entered into interest rate swap arrangements, all of which are classified as cash flow hedges, that convert the variable rate cash inflows on certain of its loans to fixed rates of interest. These interest rate swaps pay interest to the Company at a fixed rate and require interest payments from the Company at a variable rate. All of these swaps were fully effective during 2006 and 2005. It is anticipated that approximately $567,000 net of tax, of unrealized losses on these cash flow hedges will be reclassified to earnings over the next twelve months.
Summary information about interest rate swaps at year-end follows (dollars in thousands).
December 31 | ||||||||
---|---|---|---|---|---|---|---|---|
2006 | 2005 | |||||||
Notional amounts | $ | 80,000 | $ | 80,000 | ||||
Weighted average pay rates | 8.25 | % | 7.25 | % | ||||
Weighted average receive rates | 6.42 | % | 6.42 | % | ||||
Weighted average maturity | 2.0 years | 3.0 years | ||||||
Unrealized loss related to interest rate swaps | $ | (1,762 | ) | $ | (2,146 | ) |
(Continued)
F-32
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
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 weightings, 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 the Bank is only adequately capitalized, regulatory approval is required to accept brokered deposits; and if the Bank is undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.
At December 31, 2006 and 2005, actual capital levels (dollars in thousands) and minimum required levels were:
Actual | Minimum Required For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Regulations | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||
December 31, 2006 | ||||||||||||||||||||
Total capital (to risk weighted assets) | ||||||||||||||||||||
Consolidated | $ | 196,256 | 10.9 | % | $ | 144,677 | 8.0 | % | $ | 180,846 | 10.0 | % | ||||||||
Bank | 189,403 | 10.5 | 144,492 | 8.0 | 180,615 | 10.0 | ||||||||||||||
Tier 1 capital (to risk weighted assets) | ||||||||||||||||||||
Consolidated | 171,650 | 9.5 | 72,338 | 4.0 | 108,508 | 6.0 | ||||||||||||||
Bank | 166,826 | 9.2 | 72,246 | 4.0 | 108,369 | 6.0 | ||||||||||||||
Tier 1 capital (to average assets) | ||||||||||||||||||||
Consolidated | 171,650 | 8.5 | 80,746 | 4.0 | 100,933 | 5.0 | ||||||||||||||
Bank | 166,826 | 8.3 | 80,602 | 4.0 | 100,752 | 5.0 | ||||||||||||||
December 31, 2005 | ||||||||||||||||||||
Total capital (to risk weighted assets) | ||||||||||||||||||||
Consolidated | $ | 179,756 | 11.1 | % | $ | 129,959 | 8.0 | % | $ | 162,448 | 10.0 | % | ||||||||
Bank | 173,481 | 10.7 | 129,733 | 8.0 | 162,167 | 10.0 | ||||||||||||||
Tier 1 capital (to risk weighted assets) | ||||||||||||||||||||
Consolidated | 157,450 | 9.7 | 64,979 | 4.0 | 97,469 | 6.0 | ||||||||||||||
Bank | 153,210 | 9.5 | 64,867 | 4.0 | 97,300 | 6.0 | ||||||||||||||
Tier 1 capital (to average assets) | ||||||||||||||||||||
Consolidated | 157,450 | 8.7 | 72,799 | 4.0 | 90,999 | 5.0 | ||||||||||||||
Bank | 153,210 | 8.4 | 72,677 | 4.0 | 90,846 | 5.0 |
The Company and Bank were categorized as well capitalized at December 31, 2006 and 2005. There are no conditions or events since December 31, 2006 that management believes have changed either institutions category.
Banking regulations limit capital distributions. Generally, capital distributions are limited to undistributed net income for the current and prior two years. The Bank paid dividends to the holding company totaling $10 million in 2006. At December 31, 2006 and 2005, approximately $50,145,000 and $50,126,000 was available to pay dividends to the holding company.
(Continued)
F-33
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Carrying amount and estimated fair values of financial instruments were as follows at year-end (dollars in thousands).
2006 | 2005 | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||
Financial assets | ||||||||||||||
Cash and cash equivalents | $ | 39,882 | $ | 39,882 | $ | 49,101 | $ | 49,101 | ||||||
Securities available for sale | 198,546 | 198,546 | 156,696 | 156,696 | ||||||||||
Securities held to maturity | 2,711 | 2,762 | 3,907 | 3,974 | ||||||||||
FHLB stock | 12,275 | 12,275 | 13,910 | 13,910 | ||||||||||
Loans held for sale | 1,547 | 1,569 | 2,331 | 2,331 | ||||||||||
Loans, net | 1,688,191 | 1,685,658 | 1,526,887 | 1,515,525 | ||||||||||
Accrued interest receivable | 11,233 | 11,233 | 8,366 | 8,366 | ||||||||||
Bank-owned life insurance | 21,843 | 21,843 | 20,814 | 20,814 | ||||||||||
Financial liabilities | ||||||||||||||
Deposits | (1,667,557 | ) | (1,665,010 | ) | (1,507,772 | ) | (1,501,266 | ) | ||||||
Federal funds purchased | (11,990 | ) | (11,990 | ) | (25,809 | ) | (25,809 | ) | ||||||
Other borrowed funds | (192,018 | ) | (191,582 | ) | (145,161 | ) | (143,372 | ) | ||||||
Long-term debt | (41,238 | ) | (42,034 | ) | (41,238 | ) | (42,658 | ) | ||||||
Interest rate swaps | (1,762 | ) | (1,762 | ) | (2,146 | ) | (2,146 | ) | ||||||
Accrued interest payable | (5,468 | ) | (5,468 | ) | (4,528 | ) | (4,528 | ) | ||||||
Off-balance sheet credit-related items | ||||||||||||||
Loan commitments | 0 | 0 | 0 | 0 |
The methods and assumptions used to estimate fair value are described as follows.
Carrying amount is the estimated fair value for cash and cash equivalents, short-term borrowings, Federal Home Loan Bank stock, accrued interest receivable and payable, bank-owned life insurance, demand deposits, short-term debt, and variable rate loans or deposits that reprice frequently and fully. Security fair values are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral values. Fair value of loans held for sale is based on market quotes. Fair value of debt is based on current rates for similar financing. The fair value of interest rate swaps is based on market prices or dealer quotes. The fair value of off-balance sheet credit-related items is not significant.
(Continued)
F-34
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Following are condensed parent company only financial statements (dollars in thousands):
CONDENSED BALANCE SHEETS |
2006 | 2005 | |||||||
---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||
Cash and cash equivalents | $ | 6,562 | $ | 4,550 | ||||
Investment in Bank subsidiary | 190,049 | 175,511 | ||||||
Investment in other subsidiaries | 1,606 | 2,103 | ||||||
Other assets | 709 | 1,158 | ||||||
Total assets | $ | 198,926 | $ | 183,322 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Long-term debt | $ | 41,238 | $ | 41,238 | ||||
Other liabilities | 839 | 340 | ||||||
Total liabilities | 42,077 | 41,578 | ||||||
Shareholders' equity | ||||||||
Common stock | 153,728 | 136,583 | ||||||
Retained earnings | 4,840 | 8,040 | ||||||
Accumulated other comprehensive income (loss) | (1,719 | ) | (2,879 | ) | ||||
Total shareholders' equity | 156,849 | 141,744 | ||||||
Total liabilities and shareholders' equity | $ | 198,926 | $ | 183,322 | ||||
(Continued)
F-35
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 20 CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY ONLY) (Continued)
CONDENSED STATEMENTS OF INCOME |
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Income | |||||||||||
Dividends from subsidiaries | $ | 10,099 | $ | 78 | $ | 43 | |||||
Expense | |||||||||||
Interest expense | 3,346 | 2,603 | 1,659 | ||||||||
Other expense | 804 | 661 | 567 | ||||||||
Total expense | 4,150 | 3,264 | 2,226 | ||||||||
Income (Loss) before income tax and equity in | |||||||||||
undistributed net income of subsidiaries | 5,949 | (3,186 | ) | (2,183 | ) | ||||||
Equity in undistributed net income | |||||||||||
of subsidiaries | 12,409 | 22,932 | 14,179 | ||||||||
Income before income tax | 18,358 | 19,746 | 11,996 | ||||||||
Income tax benefit | (1,473 | ) | (1,143 | ) | (780 | ) | |||||
Net income | $ | 19,831 | $ | 20,889 | $ | 12,776 | |||||
(Continued)
F-36
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 20 CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY ONLY) (Continued)
CONDENSED STATEMENTS OF CASH FLOWS |
2006 | 2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Cash flows from operating activities | |||||||||||
Net income | $ | 19,831 | $ | 20,889 | $ | 12,776 | |||||
Adjustments to reconcile net income to net cash | |||||||||||
provided by (used in) operating activities: | |||||||||||
Equity in undistributed earnings of subsidiaries | (12,409 | ) | (23,010 | ) | (14,222 | ) | |||||
Stock compensation expense | 145 | 0 | 0 | ||||||||
(Increase) decrease in other assets | 449 | (1,126 | ) | 119 | |||||||
Increase (decrease) in other liabilities | 499 | (45 | ) | 352 | |||||||
Net cash from operating activities | 8,515 | (3,292 | ) | (975 | ) | ||||||
Cash flows from investing activities | |||||||||||
Investment in subsidiaries | (75 | ) | (126 | ) | (11,851 | ) | |||||
Net cash received from dissolution of subsidiary | 373 | 0 | 0 | ||||||||
Net cash from investing activities | 298 | (126 | ) | (11,851 | ) | ||||||
Cash flows from financing activities | |||||||||||
Proceeds from issuance of long-term debt | 0 | 0 | 20,619 | ||||||||
Proceeds from exercises of stock options | 1,103 | 880 | 394 | ||||||||
Fractional shares purchased | (53 | ) | (35 | ) | (25 | ) | |||||
Cash dividends paid | (7,851 | ) | (6,228 | ) | (4,444 | ) | |||||
Net cash from financing activities | (6,801 | ) | (5,383 | ) | 16,544 | ||||||
Net change in cash and cash equivalents | 2,012 | (8,801 | ) | 3,718 | |||||||
Cash and cash equivalents at beginning of year | 4,550 | 13,351 | 9,633 | ||||||||
Cash and cash equivalents at end of year | $ | 6,562 | $ | 4,550 | $ | 13,351 | |||||
(Continued)
F-37
MACATAWA BANK
CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Interest | Net Interest | Net | Earnings Per Share | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Income | Income | Income | Basic | Fully Diluted | |||||||||||||
(Dollars in thousands except per share data) | |||||||||||||||||
2006 | |||||||||||||||||
First quarter | $ | 30,241 | $ | 16,314 | $ | 5,222 | $ | 0.32 | $ | 0.32 | |||||||
Second quarter | 32,896 | 16,975 | 5,756 | 0.36 | 0.35 | ||||||||||||
Third quarter | 34,779 | 17,083 | 6,009 | 0.37 | 0.36 | ||||||||||||
Fourth quarter | 35,589 | 17,045 | 2,845 | 0.18 | 0.17 | ||||||||||||
2005 | |||||||||||||||||
First quarter | $ | 23,198 | $ | 14,844 | $ | 4,535 | $ | 0.28 | $ | 0.28 | |||||||
Second quarter | 25,357 | 15,487 | 5,262 | 0.33 | 0.32 | ||||||||||||
Third quarter | 27,752 | 16,105 | 5,550 | 0.35 | 0.34 | ||||||||||||
Fourth quarter | 29,087 | 16,401 | 5,542 | 0.34 | 0.34 |
Net income for the fourth quarter of 2006 includes the impact of a $4.7 million ($3.1 million after tax, or $0.18 per share) charge against earnings related to a commercial borrower whose loans became impaired as described in Note 1- Recent Developments and Note 4 of the financial statements.
F-38