MACAAWA BANK CORPORATION
FORM 10-K ANNUAL REPORT
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PART 1
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Page
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Item 1:
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1
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Item 1A:
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12
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Item 1B:
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20
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Item 2:
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20
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Item 3:
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20
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Item 4:
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20
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PART II
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Item 5:
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21
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Item 6:
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22
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Item 7:
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23
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Item 7A:
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39
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Item 8:
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41
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41
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Item 9:
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83
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Item 9A:
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83
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Item 9B:
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85
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PART III
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Item 10:
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85
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Item 11:
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85
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Item 12:
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85
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Item 13:
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85
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Item 14:
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85
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PART IV
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Item 15:
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86
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Item 16:
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87
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87
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Forward-Looking Statements
This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the
economy, and Macatawa Bank Corporation. Forward-looking statements are identifiable by words or phrases such as “outlook”, “plan” or “strategy”; that an event or trend “could”, “may”, “should”, “will”, “is likely”, or is “possible” or
“probable” to occur or “continue”, has “begun” or “is scheduled” or “on track” or that the Company or its management “anticipates”, “believes”, “estimates”, “plans”, “forecasts”, “intends”, “predicts”, “projects”, or “expects” a particular
result, or is “committed”, “confident”, “optimistic” or has an “opinion” that an event will occur, or other words or phrases such as “ongoing”, “future”, “signs”, “efforts”, “tend”, “exploring”, “appearing”, “until”, “near term”, “concern”,
“going forward”, “focus”, “starting”, “initiative,” “trend” and variations of such words and similar expressions. Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties which could cause
actual results to differ materially from those expressed or implied by such forward-looking statements. These statements include, among others, those related to future levels of earning assets, future composition of our loan portfolio, trends
in credit quality metrics, future capital levels and capital needs, real estate valuation, future levels of repossessed and foreclosed properties and nonperforming assets, future levels of losses and costs associated with the administration and
disposition of repossessed and foreclosed properties and nonperforming assets, future levels of loan charge-offs, future levels of other real estate owned, future levels of provisions for loan losses and reserve recoveries, the rate of asset
dispositions, future dividends, future growth and funding sources, future cost of funds, future liquidity levels, future profitability levels, future interest rate levels, future net interest margin levels, the effects on earnings of changes in
interest rates, future economic conditions, future effects of new or changed accounting standards, future loss recoveries, loan demand and loan growth, future amounts of unrecognized tax benefits and the future level of other revenue sources.
Management's determination of the provision and allowance for loan losses, the appropriate carrying value of intangible assets (including deferred tax assets) and other real estate owned, and the fair value of investment securities (including
whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment) involves judgments that are inherently forward-looking. All statements with references to future time periods are
forward-looking. All of the information concerning interest rate sensitivity is forward-looking. Our ability to sell other real estate owned at its carrying value or at all, successfully implement new programs and initiatives, increase
efficiencies, maintain our current levels of deposits and other sources of funding, maintain liquidity, respond to declines in collateral values and credit quality, respond to a changing interest rate environment, increase loan volume,
originate high quality loans, maintain or improve mortgage banking income, realize the benefit of our deferred tax assets, continue payment of dividends and improve profitability is not entirely within our control and is not assured. The future
effect of changes in the real estate, financial and credit markets and the national and regional economy on the banking industry, generally, and Macatawa Bank Corporation, specifically, are also inherently uncertain. These statements are not
guarantees of future performance and involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes
may materially differ from what may be expressed or forecasted in such forward-looking statements. Macatawa Bank Corporation does not undertake to update forward-looking statements to reflect the impact of circumstances or events that may arise
after the date of the forward-looking statements.
Risk factors include, but are not limited to, the risk factors described in “Item 1A - Risk Factors” of this report. These and other factors are representative of the risk factors that may
emerge and could cause a difference between an ultimate actual outcome and preceding forward-looking statements.
| ITEM 1: |
Business.
|
As used in this report, the terms "we," "us," "our,” ”Macatawa” and “Company” mean Macatawa Bank Corporation and its subsidiaries, unless the context indicates another
meaning. The term "Bank" means Macatawa Bank.
Macatawa Bank Corporation is a Michigan corporation, incorporated in 1997, and is a registered bank holding company. It wholly owns Macatawa Bank, a Michigan chartered bank with depository
accounts insured by the FDIC. The Bank operates twenty-six 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.
At December 31, 2022, we had total assets of $2.91 billion, total loans of $1.18 billion, total deposits of $2.62 billion and shareholders' equity of $247.0 million. We recognized net income
of $34.7 million in 2022 compared to net income of $29.0 million in 2021. As of December 31, 2022, the Company’s and the Bank’s risk-based regulatory capital ratios were significantly above those required under the regulatory standards and the
Bank continued to be categorized as “well capitalized” at December 31, 2022.
The Company paid a cash dividend of $0.08 per share for each quarter of 2021 and 2022.
The Bank was a participating lender in the Small Business Administration's (“SBA”) Paycheck Protection Program (“PPP”). Fees generated based on the origination of PPP loans were deferred and
amortized into interest income over the contractual period of 24 months or 60 months, as applicable. Upon SBA forgiveness, unamortized fees were then recognized into interest income.
In 2020:
| • |
The Bank originated 1,738 PPP loans totaling $346.7 million in principal.
|
| • |
Fees generated totaled $10.0 million.
|
| • |
765 PPP loans totaling $113.5 million were forgiven.
|
| • |
Total net fees of $5.4 million were recognized.
|
In 2021:
| • |
The Bank originated 1,000 PPP loans totaling $128.1 million in principal.
|
| • |
Fees generated totaled $5.6 million.
|
| • |
1,722 PPP loans totaling $318.4 million were forgiven.
|
| • |
Total net fees of $8.3 million were recognized.
|
In 2022:
| • |
251 PPP loans totaling $43.2 million were forgiven.
|
| • |
Total net fees of $1.3 million were recognized.
|
As of December 31, 2022, no PPP loans remain outstanding.
We are in an asset-sensitive position, so increases in short-term interest rates have a net positive impact on our net interest income as our interest-earning assets will reprice faster than
our interest-bearing liabilities; however, decreases in short-term interest rates will have a net negative impact on net interest income. Given our asset-sensitivity, several years ago we established floors on our variable rate loans to help
offset the negative impact of declining interest rates on net interest income. These floors benefited net interest income in 2022 and 2021. The aggressive rate increases by the Federal Reserve in 2022 to combat inflation has had a very
positive impact on our net interest income in 2022.
Over the past several years, our nonperforming asset levels have been low. The following table reflects period end balances of these nonperforming assets as well as total loan delinquencies.
|
December 31,
|
||||||||||||
|
(Dollars in thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Nonperforming loans
|
$
|
78
|
$
|
92
|
$
|
533
|
||||||
|
Other repossessed assets
|
—
|
—
|
—
|
|||||||||
|
Other real estate owned
|
2,343
|
2,343
|
2,537
|
|||||||||
|
Total nonperforming assets
|
$
|
2,421
|
$
|
2,435
|
$
|
3,070
|
||||||
|
Total delinquencies 30 days or greater past due
|
$
|
172
|
$
|
129
|
$
|
581
|
||||||
The following table reflects the provision for loan losses for the past three years along with certain metrics that impact the determination of the level of the provision for loan losses.
|
For the Year Ended December 31,
|
||||||||||||
|
(Dollars in thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Provision for loan losses
|
$
|
(1,125
|
)
|
$
|
(2,050
|
)
|
$
|
3,000
|
||||
|
Net charge-offs (recoveries)
|
(521
|
)
|
(531
|
)
|
2,792
|
|||||||
|
Net charge-offs (recoveries) to average loans
|
(0.05
|
)%
|
(0.04
|
)%
|
0.19
|
%
|
||||||
|
Nonperforming loans to total loans
|
0.01
|
%
|
0.01
|
%
|
0.04
|
%
|
||||||
|
Loans transferred to ORE to average loans
|
—
|
—
|
—
|
|||||||||
|
Performing troubled debt restructurings ("TDRs") to average
loans
|
0.63
|
%
|
0.60
|
%
|
0.60
|
%
|
||||||
We recorded a provision for loan losses benefit of $1.1 million in 2022. We recorded a provision for loan losses benefit of $2.1 million in 2021 and we recorded a provision for loan losses
of $3.0 million in 2020. The level of provisions in each year was impacted by recoveries from our collection efforts and certain declines in our historical charge-off levels from prior years. The provision in 2020 was impacted by additional
qualitative factors applied for the COVID-19 pandemic and a large commercial loan charge-off. The provision in 2022 and 2021 benefitted from reduction of these COVID-19 qualitative adjustments.
We experienced net charge-offs in 2020 due to a $4.1 million charge-off on a single commercial loan relationship to a movie theatre business that was in process of liquidation at the time
that the COVID-19 pandemic began. Excluding that charge-off, we had net recoveries in 2020.
Economic conditions in our market areas of Grand Rapids and Holland, Michigan were good during the several years leading up to the COVID-19 pandemic and have generally recovered from the
second quarter 2020 low point caused by the pandemic and mitigation efforts. The state of Michigan’s unemployment rate at the end of 2022 was 4.3%. The Grand Rapids and Holland area unemployment rate was 3.0% at the end of 2022.
In the housing markets in our primary market areas strong purchase demand exists which has caused a shortage in the inventory of existing homes for sale. In response, new living unit starts
increased in 2021 and continued in 2022. In the Grand Rapids market during 2022, total living unit starts were up 68% compared to 2021 driven by apartment unit growth. The Holland-Grand Haven/Lakeshore region showed different results with
living units starts down 19% in 2022 over 2021. Generally speaking, residential housing property values have increased during 2022.
Commercial banking is an important focus for us. Most of our emphasis has been on growing commercial and industrial loans. The PPP program and borrowers' reluctance to deploy funds during
the pandemic had a significant impact on commercial lending in 2020 and 2021. We saw growth in our commercial and consumer loan portfolios in 2022, but overall balances remain below pre-pandemic levels (before 2020).
We have no material foreign loans, assets or activities. No material part of our business is dependent on a single customer or very few customers. Our loan portfolio is not concentrated in
any one industry.
Our internet website address is www.macatawabank.com. We make available free of charge through this website our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current
reports on Form 8-K and amendments to those reports as soon as reasonably practicable after filing or furnishing such reports with the Securities and Exchange Commission. The information on our website address is not incorporated by reference
into this report, and the information on the website is not part of this report.
Products and Services
Loan Portfolio
We have historically offered a broad range of loan products to business customers, including commercial and industrial and commercial real estate loans, and to retail customers, including
residential mortgage and consumer loans. Select, well-managed loan renewal activity is taking place and we are seeing growth in our commercial loan portfolios and pipelines. Following is a discussion of our various types of lending
activities.
Commercial and Industrial Loans
Our commercial and industrial lending portfolio contains loans with a variety of purposes and security, including loans to finance operations and equipment. Generally, our commercial and
industrial lending has been limited to borrowers headquartered, or doing business, in our primary market area. These credit relationships typically require the satisfaction of appropriate loan covenants and debt formulas, and generally require
that the Bank be the primary depository bank of the business. These loan covenants and debt formulas are monitored through periodic, required reporting of accounts receivable aging schedules and financial statements, and in the case of larger
business operations, reviews or audits by independent professional firms.
Commercial and industrial loans typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of
funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself and economic conditions. Further, the collateral securing the loans may depreciate over time, may be difficult to
appraise and may fluctuate in value based on the success of the business.
Commercial Real Estate Loans
Our commercial real estate loans consist primarily of construction and development loans and multi-family and other non-residential real estate loans.
Construction and Development Loans. These consist of construction loans to commercial customers for the construction of their business facilities. They
also include construction loans to builders and developers for the construction of one- to four-family residences and the development of one- to four-family lots, residential subdivisions, condominium developments and other commercial
developments.
This portfolio can be affected by job losses, declines in real estate value, declines in home sale volumes, and declines in new home building. As such, we limit our exposure to residential
land development and other construction and development loans.
Multi-Family and Other Non-Residential Real Estate Loans. These are permanent loans secured by multi-family and other non-residential real estate and
include loans secured by apartment buildings, condominiums, small office buildings, small business facilities, medical facilities and other non-residential building properties, substantially all of which are located within our primary market
area.
Multi-family and other non-residential real estate loans generally present a higher level of risk than loans secured by owner occupied one- to four-family residences. This greater risk is
due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties and the increased difficulty of evaluating and monitoring
these types of loans. Furthermore, the repayment of these loans is typically dependent upon the successful operation of the related real estate project. For example, if leases are not obtained or renewed, or a bankruptcy court modifies a
lease term, or a major tenant is unable to fulfill its lease obligations, cash flow from the project will be reduced. If cash flow from the project is reduced, the borrower's ability to repay the loan may be impaired.
Retail Loans
Our retail loans are loans to consumers and consist primarily of residential mortgage loans and consumer loans.
Residential Mortgage Loans. We originate construction loans to individuals for the construction of their residences and owner-occupied residential
mortgage loans, which are generally long-term with either fixed or adjustable interest rates. Our general policy is to sell the majority of our fixed rate residential mortgage loans in the secondary market due primarily to the interest rate
risk associated with these loans. In 2022, with the rising rate environment, more of the production was in adjustable rate loans which we hold in portfolio, and we also began holding more of our fixed rate production in portfolio given the
higher rates. For 2022, we retained loans representing 63% of the total dollar volume originated, compared to 22% in 2021.
Our borrowers generally qualify and are underwritten using industry standards for quality residential mortgage loans. We do not originate loans that are considered "sub-prime". Residential
mortgage loan originations derive from a number of sources, including advertising, direct solicitation, real estate broker referrals, existing borrowers and depositors, builders and walk-in customers. Loan applications are accepted at most of
our offices and online. The substantial majority of these loans are secured by one-to-four family properties in our market area.
Consumer Loans. We originate a variety of different types of consumer loans, including automobile loans, home equity lines of credit and installment
loans, home improvement loans, deposit account loans and other loans for household and personal purposes. We also originate home equity lines of credit utilizing the same underwriting standards as for home equity installment loans. Home equity
lines of credit are revolving line of credit loans. The majority of our existing home equity line of credit portfolio has variable rates with floors and ceilings, interest only payments and a maximum maturity of ten years.
The underwriting standards that we employ for consumer loans include a determination of the applicant's payment history on other debts and ability to meet existing obligations and payments on
the proposed loan. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount. Consumer loans may
entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles. In such cases, any repossessed collateral for a
defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the
borrower's continuing financial stability, and are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount
which can be recovered on such loans.
Loan Portfolio Composition
The following table reflects the composition of our loan portfolio and the corresponding percentage of our total loans represented by each class of loans as of the dates indicated.
|
December 31
|
||||||||||||||||
|
2022
|
2021
|
|||||||||||||||
|
(Dollars in thousands)
|
Amount
|
% of
Total
Loans
|
Amount
|
% of
Total
Loans
|
||||||||||||
|
Real estate - construction (1)
|
$
|
61,247
|
5
|
%
|
$
|
52,019
|
4
|
%
|
||||||||
|
Real estate - mortgage
|
476,356
|
40
|
464,082
|
42
|
||||||||||||
|
Comml and industrial, excl PPP
|
441,716
|
38
|
378,318
|
34
|
||||||||||||
|
PPP loans
|
—
|
—
|
41,939
|
4
|
||||||||||||
|
Total commercial
|
979,319
|
83
|
936,358
|
84
|
||||||||||||
|
Residential mortgage
|
139,148
|
12
|
117,800
|
11
|
||||||||||||
|
Consumer
|
59,281
|
5
|
54,835
|
5
|
||||||||||||
|
Total loans
|
1,177,748
|
100
|
%
|
1,108,993
|
100
|
%
|
||||||||||
|
Less: allowance for loan losses
|
(15,285
|
)
|
(15,889
|
)
|
||||||||||||
|
Total loans, net
|
$
|
1,162,463
|
$
|
1,093,104
|
||||||||||||
| (1) |
Consists of construction and development loans.
|
At December 31, 2022, there was no concentration of loans exceeding 10% of total loans which were not otherwise disclosed as a category of loans in the table above.
Maturities and Sensitivities of Loans to Changes in Interest Rates
The following table shows the amount of total loans outstanding at December 31, 2022 which, based on maturity dates, are due in the periods indicated.
|
Maturing
|
||||||||||||||||||||
|
(Dollars in thousands)
|
Within One
Year
|
After One, But
Within Five
Years
|
After Five, But
Within Fifteen
Years
|
After Fifteen
Years
|
Total
|
|||||||||||||||
|
Real estate - construction (1)
|
$
|
35,280
|
$
|
6,186
|
$
|
19,781
|
$
|
—
|
$
|
61,247
|
||||||||||
|
Real estate - mortgage
|
30,253
|
262,727
|
183,376
|
—
|
476,356
|
|||||||||||||||
|
Commercial and industrial
|
183,959
|
202,689
|
55,068
|
—
|
441,716
|
|||||||||||||||
|
Total commercial
|
249,492
|
471,602
|
258,225
|
—
|
979,319
|
|||||||||||||||
|
Residential mortgage
|
80
|
3,555
|
51,511
|
84,002
|
139,148
|
|||||||||||||||
|
Consumer
|
2,474
|
4,134
|
5,269
|
47,404
|
59,281
|
|||||||||||||||
|
Total loans
|
$
|
252,046
|
$
|
479,291
|
$
|
315,005
|
$
|
131,406
|
$
|
1,177,748
|
||||||||||
|
Predetermined Interest Rates
|
Floating or Variable Rate
|
Total
|
||||||||||
|
Loans above maturing after one year:
|
||||||||||||
|
Real estate - construction (1)
|
$
|
20,932
|
$
|
5,035
|
$
|
25,967
|
||||||
|
Real estate - mortgage
|
341,591
|
104,512
|
446,103
|
|||||||||
|
Commercial and industrial
|
188,471
|
69,286
|
257,757
|
|||||||||
|
Total commercial
|
550,994
|
178,833
|
729,827
|
|||||||||
|
Residential mortgage
|
65,004
|
74,064
|
139,068
|
|||||||||
|
Consumer
|
6,677
|
50,130
|
56,807
|
|||||||||
|
Total loans
|
$
|
622,675
|
$
|
303,027
|
$
|
925,702
|
||||||
| (1) |
Consists of construction and development loans.
|
Loan Loss Experience
A summary of our loan balances at the end of 2022 and 2021 and the daily average balances of these loans as well as changes in the allowance for loan losses arising from loans charged-off and
recoveries on loans previously charged-off, and additions to the allowance which we have expensed is shown in Item 7 of this report under the headings "Portfolio Loans and Asset Quality" and “Allowance for Loan Losses” included in "Management's
Discussion and Analysis of Results of Operations and Financial Condition."
Additional information about our allowance for loan losses, including a table showing the allocation of the allowance for loan losses at the end of 2022 and 2021 and the factors which
influenced management’s judgment in determining the amount of the additions to the allowance charged to operating expense, may be found in Item 7 of this report under the heading "Allowance for Loan Losses" in "Management's Discussion and
Analysis of Results of Operations and Financial Condition."
Deposit Portfolio
We offer a broad range of deposit services, including checking accounts, savings accounts and time deposits of various types. Transaction accounts and savings and time certificates are
tailored to the principal market area at rates competitive with those offered in the area. All deposit accounts are insured by the FDIC up to the maximum amount permitted by law.
We solicit deposit services from individuals, businesses, associations, churches, nonprofit organizations, financial institutions and government authorities. Deposits are gathered primarily
from the communities we serve through our network of 26 branches. We offer business and consumer checking accounts, regular and money market savings accounts, and certificates of deposit with many term options. We operate in a competitive
environment, competing with other local banks similar in size and with significantly larger regional banks. We monitor rates at other financial institutions in the area to ascertain that our rates are competitive with the market. We also
attempt to offer a wide variety of products to meet the needs of our customers. We set our deposit pricing to be competitive with other banks in our market area.
We may utilize alternative funding sources as needed, including short-term borrowings, advances from the Federal Home Loan Bank of Indianapolis or the Federal Reserve Bank of Chicago,
securities sold under agreements to repurchase ("repo borrowings") and brokered deposits. We had no brokered deposits or repo borrowings at December 31, 2022 or 2021.
Deposit Portfolio Composition
The following table sets forth the average deposit balances and the weighted average rates paid.
|
December 31
|
||||||||||||||||
|
2022
|
2021
|
|||||||||||||||
|
(Dollars in thousands)
|
Average
Amount
|
Average
Rate
|
Average
Amount
|
Average
Rate
|
||||||||||||
|
Noninterest bearing demand
|
$
|
884,579
|
—
|
%
|
$
|
885,838
|
—
|
%
|
||||||||
|
Interest bearing demand
|
704,926
|
0.14
|
681,411
|
0.03
|
||||||||||||
|
Savings and money market accounts
|
879,273
|
0.28
|
822,235
|
0.03
|
||||||||||||
|
Time
|
88,218
|
0.40
|
101,353
|
0.49
|
||||||||||||
|
Total deposits
|
$
|
2,556,996
|
0.15
|
%
|
$
|
2,490,837
|
0.04
|
%
|
||||||||
The following table summarizes deposits exceeding the FDIC insured limit of $250,000 by time remaining until maturity (dollars in thousands).
|
Non-maturity deposits
|
Time
|
Total
|
||||||||||
|
December 31, 2022
|
||||||||||||
|
Three months or less
|
$
|
1,182,059
|
$
|
4,259
|
$
|
1,186,318
|
||||||
|
Over 3 months through 6 months
|
—
|
6,240
|
6,240
|
|||||||||
|
Over 6 months through 1 year
|
—
|
8,344
|
8,344
|
|||||||||
|
Over 1 year
|
—
|
10,824
|
10,824
|
|||||||||
|
$
|
1,182,059
|
$
|
29,667
|
$
|
1,211,726
|
|||||||
|
Non-maturity deposits
|
Time
|
Total
|
||||||||||
|
December 31, 2021
|
||||||||||||
|
Three months or less
|
$
|
1,167,790
|
$
|
5,706
|
$
|
1,173,496
|
||||||
|
Over 3 months through 6 months
|
—
|
7,310
|
7,310
|
|||||||||
|
Over 6 months through 1 year
|
—
|
8,747
|
8,747
|
|||||||||
|
Over 1 year
|
—
|
6,465
|
6,465
|
|||||||||
|
$
|
1,167,790
|
$
|
28,228
|
$
|
1,196,018
|
|||||||
As of the date of this report, the Bank had no material foreign deposits.
Securities Portfolio
Our securities portfolio is classified as either "available for sale" or "held to maturity." Securities classified as "available for sale" may be sold prior to maturity due to changes in
interest rates, prepayment risks, and availability of alternative investments, or to meet our liquidity needs.
The primary objective of our investing activities is to provide for the safety of the principal invested. Our secondary considerations include the maximization of earnings, liquidity and to
help decrease our overall exposure to changes in interest rates. We have generally invested in bonds with lower credit risk, primarily those secured by government agencies or insured municipalities, to assist in the diversification of credit
risk within our asset base.
We have not experienced any credit losses within our securities portfolio in 2022.
The following table reflects the composition of our securities portfolio as of the dates indicated (including securities available for sale and held to maturity at fair value and amortized
cost, respectively).
|
December 31,
|
||||||||
|
(Dollars in thousands)
|
2022
|
2021
|
||||||
|
U.S. Treasury and federal agency securities
|
$
|
475,941
|
$
|
206,845
|
||||
|
U.S. Agency MBS and CMOs
|
113,818
|
86,797
|
||||||
|
Tax-exempt state and municipal bonds
|
134,168
|
174,559
|
||||||
|
Taxable state and municipal bonds
|
112,171
|
79,561
|
||||||
|
Corporate bonds
|
11,924
|
5,304
|
||||||
|
Total
|
$
|
848,022
|
$
|
553,066
|
||||
At December 31, 2022, other than our holdings in U.S. Treasury and U.S. Government Agency Securities, we had no investments in securities of any one issuer with an aggregate book value in
excess of 10% of shareholders' equity. At December 31, 2022, we had no securities of issuers outside of the United States.
Schedule of Maturities of Investment Securities and Weighted Average Yields
The following is a schedule of investment securities maturities and their weighted average yield by category at December 31, 2022.
|
Due Within One Year
|
One to Five Years
|
Five to Ten Years
|
After Ten Years
|
|||||||||||||||||||||||||||||
|
(Dollars in thousands)
|
Amount
|
Average
Yield
|
Amount
|
Average
Yield
|
Amount
|
Average
Yield
|
Amount
|
Average
Yield
|
||||||||||||||||||||||||
|
U.S. Treasury and federal agency securities
|
$
|
—
|
0.00
|
%
|
$
|
444,361
|
2.17
|
%
|
$
|
17,904
|
1.08
|
%
|
$
|
—
|
—
|
%
|
||||||||||||||||
|
U.S. Agency MBS and CMOs
|
12
|
2.49
|
383
|
2.62
|
941
|
2.02
|
112,481
|
2.76
|
||||||||||||||||||||||||
|
Tax-exempt state and municipal bonds (1)
|
34,722
|
1.44
|
83,401
|
1.86
|
29,723
|
3.45
|
—
|
—
|
||||||||||||||||||||||||
|
Taxable state and municipal bonds
|
5,571
|
2.53
|
97,989
|
2.69
|
8,610
|
1.57
|
—
|
—
|
||||||||||||||||||||||||
|
Corporate bonds
|
299
|
3.28
|
11,625
|
1.35
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
|
Total (1)
|
$
|
40,604
|
1.61
|
%
|
$
|
637,759
|
2.22
|
%
|
$
|
57,178
|
2.31
|
%
|
$
|
112,481
|
2.76
|
%
|
||||||||||||||||
| (1) |
Yields on tax-exempt securities are computed on a fully taxable-equivalent basis and calculated on a weighted average basis using the investment balances and respective average yields for each investment
category.
|
Trust Services
We offer trust services to further provide for the financial needs of our customers. As of December 31, 2022, the Trust Department managed assets of approximately $1.007 billion. Our types
of service include both personal trust and retirement plan services.
Our personal trust services include financial planning, investment management services, trust and estate administration and custodial services. As of December 31, 2022, personal trust assets
under management totaled approximately $537.5 million. Our retirement plan services encompass all types of qualified retirement plans, including profit sharing, 401(k) and pension plans. As of December 31, 2022, retirement plan assets under
management totaled approximately $469.2 million.
Market Area
Our primary market area includes Ottawa, Kent and northern Allegan Counties, all located in western Michigan. This area includes two mid-sized cities, Grand Rapids and Holland, and rural
areas. Grand Rapids is the second largest city in Michigan. Holland is the largest city in Ottawa County. Both cities and surrounding areas have a solid and diverse economic base, which includes health and life sciences, tourism, office and
home furniture, automotive components and assemblies, pharmaceutical, transportation, equipment, food and construction supplies. Grand Valley State University, a 25,000-student regional university with more than 3,500 employees, has its three
main campuses in our market area. GVSU and several smaller colleges and university affiliates located in our market area help stabilize the local economy because they are not as sensitive to the fluctuations of the broader economy. Companies
operating in the market area include the Van Andel Institute, Steelcase, Herman Miller, Amway, Gentex, Corewell Health (previously Spectrum Health), Haworth, Wolverine World Wide, Johnson Controls, General Motors, Gerber, Magna, SpartanNash and
Meijer.
Competition
There are many bank, thrift, credit union and other financial institution offices located within our market area. Most are branches of larger financial institutions. We also face
competition from finance companies, insurance companies, mortgage companies, securities brokerage firms, money market funds and other providers of financial services. Many of our competitors have been in business a number of years, have
established customer bases, are larger and have higher lending limits than we do. We compete for loans, deposits and other financial services based on our ability to communicate effectively with our customers, to understand and meet their
needs and to provide high quality customer service. Our management believes that our personal service philosophy, our local decision-making and diverse delivery channels enhances our ability to compete favorably in attracting individuals and
small businesses. We actively solicit customers by offering our customers personal attention, professional service, and competitive interest rates.
Human Capital
As of December 31, 2022, we had 318 full-time equivalent employees consisting of 287 full-time and 54 part-time employees. We have assembled a staff of experienced, dedicated and qualified
professionals whose goal is to meet the financial needs of our customers while providing outstanding service. The majority of our management team has at least 10 years of banking experience, and several key personnel have more than 20 years of
banking experience. None of our employees are represented by collective bargaining agreements with us.
SUPERVISION AND REGULATION
The following is a summary of statutes and regulations affecting Macatawa Bank Corporation and Macatawa Bank. A change in applicable laws or regulations may have a
material effect on us and our business.
The information under Item 1 – Business of this report is incorporated here by reference.
General
Financial institutions and their holding companies are extensively regulated under federal and state law. Consequently, our growth and earnings performance can be affected not only by
management decisions and general economic conditions, but also by the statutes administered by, and the regulations and policies of, various governmental regulatory authorities. Those authorities include, but are not limited to, the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"), the Consumer Financial Protection Bureau ("CFPB"), the FDIC, the State of Michigan’s Department of Insurance and Financial Services (“DIFS”), the Internal Revenue Service,
and state taxing authorities. The effect of such statutes, regulations and policies can be significant, and cannot be predicted with a high degree of certainty.
Federal and state laws and regulations generally applicable to financial institutions and their holding companies regulate, among other things, the scope of business, investments, reserves
against deposits, capital levels relative to operations, lending activities and practices, the nature and amount of collateral for loans, the establishment of branches, mergers, consolidations and declaration and payment of dividends. The
system of supervision and regulation applicable to us and our bank establishes a comprehensive framework for our respective operations and is intended primarily for the protection of the FDIC's deposit insurance fund, our depositors, and the
public, rather than our shareholders.
Federal law and regulations establish supervisory standards applicable to our lending activities, including internal controls, credit underwriting, loan documentation and loan-to-value ratios
for loans secured by real property.
Macatawa Bank Corporation
General. Macatawa Bank Corporation is registered as a bank holding company with, and subject to regulation by, the Federal Reserve
Board under the Bank Holding Company Act of 1956, as amended (the "BHCA"). Under the BHCA, Macatawa Bank Corporation is subject to periodic examination by the Federal Reserve Board, and is required to file with the Federal Reserve Board
periodic reports of our operations and such additional information as the Federal Reserve Board may require.
In accordance with Federal Reserve Board policy, Macatawa Bank Corporation is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank. In
addition, if the DIFS deems the Bank's capital to be impaired, the DIFS may require the Bank to restore its capital by a special assessment upon Macatawa Bank Corporation as the Bank's sole shareholder. If Macatawa Bank Corporation were to
fail to pay any such assessment, the directors of the Bank would be required, under Michigan law, to sell all or part of the shares of the Bank's stock owned by Macatawa Bank Corporation to the highest bidder at either a public or private
auction and use the proceeds of the sale to restore the Bank's capital.
Investments and Activities. In general, any direct or indirect acquisition by us of any voting shares of any bank which would result in
our direct or indirect ownership or control of more than 5% of any class of voting shares of such bank, and any merger or consolidation between us and another bank holding company or financial holding company, will require the prior written
approval of the Federal Reserve Board under the BHCA.
The merger or consolidation of the Bank with another bank, or the acquisition by the Bank of assets of another bank, or the assumption of liability by the Bank to pay any deposits of another
bank, will require the prior written approval of the FDIC under the Bank Merger Act and DIFS under the Michigan Banking Code. In addition, in certain such cases, an application to, and the prior approval of, the Federal Reserve Board under the
BHCA may be required.
Capital Requirements. The Federal Reserve Board uses capital adequacy guidelines in its examination and regulation of bank holding
companies. If capital falls below minimum guidelines, a bank holding company may, among other things, be denied approval to acquire or establish additional banks or non-bank businesses.
Additional information on our capital ratios may be found in Item 7 of this report under the heading "Capital Resources" included in "Management’s Discussion and Analysis of Results of
Operations and Financial Condition" and in Item 8 of this report in the Notes to the Consolidated Financial Statements, and is here incorporated by reference.
Dividends. Macatawa Bank Corporation is a corporation separate and distinct from the Bank. Most of our revenues are dividends paid by
the Bank. Thus, Macatawa Bank Corporation's ability to pay dividends to our shareholders is indirectly limited by restrictions on the Bank's ability to pay dividends described below. Further, in a policy statement, the Federal Reserve Board
has expressed its view that a bank holding company should not pay cash dividends if its net income available to shareholders for the past four quarters, net of dividends paid during that period, is not sufficient to fully fund the dividends,
its prospective rate of earnings retention is not consistent with capital needs and overall current and prospective financial condition, or it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The
Federal Reserve Board possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among
these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. Similar enforcement powers over our Bank are possessed by the FDIC. The "prompt corrective action" provisions of federal law and regulation
authorizes the FDIC to restrict the payment of dividends to Macatawa Bank Corporation by our Bank if the Bank fails to meet specified capital levels.
In addition, the Michigan Business Corporation Act provides that dividends may be legally declared or paid only if after the distribution a corporation can pay its debts as they come due in
the usual course of business and its total assets equal or exceed the sum of its liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of any holders of preferred stock whose preferential rights
are superior to those receiving the distribution.
Additional information about restrictions on the payment of dividends by the Bank may be found in Item 8 of this report in Notes 1 and 19 to the Consolidated Financial Statements and is here
incorporated by reference.
Federal Securities Regulation. Our common stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We are subject to the reporting, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act. We are subject to the Sarbanes-Oxley Act, which imposes numerous reporting, accounting,
corporate governance and business practices on companies, as well as financial and other professionals who have involvement with the U.S. public markets. We are generally subject to these requirements and applicable SEC rules and regulations.
Macatawa Bank
General. Macatawa Bank is a Michigan banking corporation, and its deposit accounts are insured by the Deposit Insurance Fund (the
"Insurance Fund") of the FDIC. The Bank is subject to the examination, supervision, reporting and enforcement requirements of the DIFS, as the chartering authority for Michigan banks, and the FDIC, as administrator of the Insurance Fund.
These agencies, and the federal and state laws applicable to the Bank and its operations, extensively regulate various aspects of the banking business, including, among other things, permissible types and amounts of loans, investments and other
activities, capital adequacy, branching, interest rates on loans and on deposits, the maintenance of noninterest bearing reserves on deposit accounts, and the safety and soundness of banking practices.
Deposit Insurance. As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. The
FDIC has adopted a risk-based assessment system under which all insured depository institutions are placed into one of four categories and assessed insurance premiums, based upon their respective levels of capital and results of supervisory
evaluation. Institutions categorized as well-capitalized (as defined by the FDIC) and considered healthy pay the lowest premium, while institutions that are categorized as less than adequately capitalized (as defined by the FDIC) and
considered of substantial supervisory concern pay the highest premium. Risk classification of all insured institutions is made by the FDIC for each semi-annual assessment period.
The FDIC’s deposit insurance assessment base methodology uses average consolidated total assets less average tangible equity as the assessment base. Under this calculation, most well
capitalized banks will pay 5 to 9 basis points annually, increasing up to 35 basis points for banks that pose significant supervisory concerns. This base rate may be adjusted for the level of unsecured debt and brokered deposits, resulting in
adjusted rates ranging from 2.5 to 9 basis points annually for most well capitalized banks to 30 to 45 basis points for banks that pose significant supervisory concerns. We estimate our annual assessment rate to be 5 basis points in 2023.
Capital Requirements. The FDIC has established the following minimum capital standards for FDIC insured banks that are not relying on
the Community Bank Leverage Ratio, such as the Bank: a leverage requirement consisting of a ratio of Tier 1 capital to total average assets and risk-based capital requirements consisting of a ratio of total capital to total risk-weighted
assets, a ratio of Tier 1 capital to total risk-weighted assets, and a ratio of common equity Tier 1 (CET1) capital to risk weighted assets. Tier 1 capital consists principally of shareholders' equity. Common equity Tier 1 capital excludes
forms of stock that are not common stock.
Basel III. The regulatory capital requirements include a common equity Tier 1 capital to risk-weighted assets ratio (CET1 ratio) of
4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which effectively results in a minimum CET1 ratio of 7.0%. The minimum ratio of Tier 1 capital to risk-weighted assets is 6.0% (which, with the capital conservation buffer,
effectively results in a minimum Tier 1 capital ratio of 8.5%), which effectively results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer). The minimum leverage ratio is 4.0%. The capital
ratios for the Company and the Bank under Basel III continue to exceed the well capitalized minimum capital requirements.
Federal regulations define these capital categories as follows:
|
CET1 Risk-Based
Capital Ratio |
Tier 1 Risk-Based
Capital Ratio |
Total Risk-Based
Capital Ratio |
Leverage Ratio
|
|||||
|
Well capitalized
|
6.5% or above
|
8% or above
|
10% or above
|
5% or above
|
||||
|
Adequately capitalized
|
4.5% or above
|
6% or above
|
8% or above
|
4% or above
|
||||
|
Undercapitalized
|
Less than 4.5%
|
Less than 6%
|
Less than 8%
|
Less than 4%
|
||||
|
Significantly undercapitalized
|
Less than 3%
|
Less than 4%
|
Less than 6%
|
Less than 3%
|
||||
|
Critically undercapitalized
|
—
|
—
|
—
|
Ratio of tangible equity to total assets of 2% or less
|
Federal law provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions. Depending upon the capital
category to which an institution is assigned, the regulators' corrective powers include: requiring the submission of a capital restoration plan; placing limits on asset growth and restrictions on activities; requiring the institution to issue
additional capital stock (including additional voting stock) or to be acquired; restricting transactions with affiliates; restricting the interest rate the institution may pay on deposits; ordering a new election of directors of the
institution; requiring that senior executive officers or directors be dismissed; prohibiting the institution from accepting deposits from correspondent banks; requiring the institution to divest certain subsidiaries; prohibiting the payment of
principal or interest on subordinated debt; and ultimately, appointing a receiver for the institution.
In general, a depository institution may be reclassified to a lower category than is indicated by its capital levels if the appropriate federal depository institution regulatory agency
determines the institution to be otherwise in an unsafe or unsound condition or to be engaged in an unsafe or unsound practice. This could include a failure by the institution, following receipt of a less-than-satisfactory rating on its most
recent examination report, to correct the deficiency.
As of December 31, 2022, the Bank was categorized as “well capitalized” under the standards set forth in the rules implementing Basel III. Additional information on our capital ratios may
be found in Item 8 of this report in the Notes to the Consolidated Financial Statements, and is here incorporated by reference.
Dividends. Under Michigan law, the Bank is restricted as to the maximum amount of dividends it may pay on its common stock. The Bank
may not pay dividends except out of net income after deducting its losses and bad debts. A Michigan state bank may not declare or pay a dividend unless the bank will have surplus amounting to at least 20% of its capital after the payment of the
dividend.
Federal law generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the
depository institution would thereafter be undercapitalized. The FDIC may prevent an insured bank from paying dividends if the bank is in default of payment of any assessment due to the FDIC. In addition, the FDIC may prohibit the payment of
dividends by the Bank, if such payment is determined to be an unsafe and unsound banking practice.
Additional information about restrictions on payment of dividends by the Bank may be found in Item 8 of this report in Notes 1 and 19 to the Consolidated Financial Statements, and is here
incorporated by reference.
Insider Transactions. The Bank is subject to certain restrictions imposed by federal law on any extensions of credit to Macatawa or any
subsidiary of Macatawa, on investments in the stock or other securities of Macatawa or any subsidiary of Macatawa and the acceptance of the stock or other securities of Macatawa or any subsidiary of Macatawa as collateral for loans. Certain
limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to Macatawa's directors and officers, to our principal shareholders and to "related interests" of such directors, officers
and principal shareholders. In addition, federal law and regulations may affect the terms upon which any person becoming a director or officer of our company or any subsidiary or a principal shareholder in our company may obtain credit from
banks with which the Bank maintains a correspondent relationship.
Safety and Soundness Standards. The federal banking agencies have adopted guidelines to promote the safety and soundness of federally
insured depository institutions. These guidelines establish standards for, among other things, internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, asset quality and earnings.
Investments and Other Activities. Under federal law and FDIC regulations, FDIC insured state banks are prohibited, subject to certain
exceptions, from making or retaining equity investments of a type, or in an amount, that are not permissible for a national bank. Federal law, as implemented by FDIC regulations, also prohibits FDIC insured state banks and their subsidiaries,
subject to certain exceptions, from engaging as principal in any activity that is not permitted for a national bank or its subsidiary, respectively, unless the bank meets, and continues to meet, its minimum regulatory capital requirements and
the FDIC determines the activity would not pose a significant risk to the Insurance Fund. Impermissible investments and activities must be divested or discontinued within certain time frames set by the FDIC in accordance with federal law.
Consumer Protection Laws. The Bank's business includes making a variety of types of loans to individuals. In making these loans, we are
subject to state usury and regulatory laws and to various federal laws and regulations, including the privacy of consumer financial information provisions of the Gramm-Leach-Bliley Act, the Equal Credit Opportunity Act, the Fair Housing Act,
the Servicemembers Civil Relief Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Real Estate Settlement Procedures Act, and the Home Mortgage Disclosure Act, which prohibit discrimination, specify disclosures to be made to
borrowers regarding credit and settlement costs, and regulate the mortgage loan servicing activities of the Bank, including the maintenance and operation of escrow accounts and the transfer of mortgage loan servicing. In receiving deposits,
the Bank is subject to extensive regulation under state and federal law and regulations, including the Truth in Savings Act, the Expedited Funds Availability Act, the Electronic Funds Transfer Act, the Federal Deposit Insurance Act and the
privacy of consumer financial information provisions of the Gramm-Leach-Bliley Act. Violation of these laws could result in the imposition of significant damages and fines upon the Bank and its directors and officers.
Anti-Money Laundering and OFAC Regulation. A major focus of governmental policy on financial institutions in recent years has been
aimed at combating money laundering and terrorist financing. The Bank Secrecy Act of 1970 (“BSA”) and subsequent laws and regulations require the Bank to take steps to prevent the use of the Bank or its systems from facilitating the flow of
illegal or illicit money or terrorist funds. Those requirements include ensuring effective Board and management oversight, establishing policies and procedures, performing comprehensive risk assessments, developing effective monitoring and
reporting capabilities, ensuring adequate training and establishing a comprehensive independent audit of BSA compliance activities.
The USA PATRIOT Act of 2001 ("Patriot Act") significantly expanded the anti-money laundering ("AML") and financial transparency laws and regulations by imposing significant new compliance and
due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. Regulations promulgated under the Patriot Act impose various requirements on financial institutions, such as
standards for verifying client identification at account opening and maintaining expanded records (including "Know Your Customer" and "Enhanced Due Diligence" practices) and other obligations to maintain appropriate policies, procedures and
controls to aid the process of preventing, detecting, and reporting money laundering and terrorist financing. An institution subject to the Patriot Act must provide AML training to employees, designate an AML compliance officer and annually
audit the AML program to assess its effectiveness. The FDIC continues to issue regulations and additional guidance with respect to the application and requirements of BSA and AML.
The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. Based on their administration by the United States
Department of the Treasury's Office of Foreign Assets Control ("OFAC"), these are typically known as the "OFAC" rules. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more
of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on "United States persons"
engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the
sanctioned country have an interest, by prohibiting transfers of property subject to United States jurisdiction (including property in the possession or control of United States persons). Blocked assets (e.g., property and bank deposits) cannot
be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.
Failure of a financial institution to maintain and implement adequate BSA, AML and OFAC programs, or to comply with all of the relevant laws or regulations, could have serious legal and
reputational consequences for the institution and result in material fines and sanctions.
Branching Authority. Michigan banks have the authority under Michigan law to establish branches anywhere in the State of Michigan,
subject to receipt of all required regulatory approvals. Banks may establish interstate branch networks through acquisitions of other banks. The establishment of de novo interstate branches or the acquisition of individual branches of a bank
in another state (rather than the acquisition of an out-of-state bank in its entirety) is allowed only if specifically authorized by state law.
Michigan law permits both U.S. and non-U.S. banks to establish branch offices in Michigan. The Michigan Banking Code permits, in appropriate circumstances and with the approval of the DIFS,
(1) acquisition of Michigan banks by FDIC-insured banks, savings banks or savings and loan associations located in other states, (2) sale by a Michigan bank of branches to an FDIC-insured bank, savings bank or savings and loan association
located in a state in which a Michigan bank could purchase branches of the purchasing entity, (3) consolidation of Michigan banks and FDIC-insured banks, savings banks or savings and loan associations located in other states having laws
permitting such consolidation, (4) establishment of branches in Michigan by FDIC-insured banks located in other states, the District of Columbia or U.S. territories or protectorates having laws permitting a Michigan bank to establish a branch
in such jurisdiction, and (5) establishment by foreign banks of branches located in Michigan. A Michigan bank holding company may acquire a non-Michigan bank and a non-Michigan bank holding company may acquire a Michigan bank.
| ITEM 1A: |
Risk Factors.
|
Risks related to our Business
Changes in interest rates may negatively affect our earnings and the value of our assets.
Our earnings and cash flows depend substantially upon our net interest income. Net interest income is the difference between interest income earned on interest-earning assets, such as loans
and investment securities, and interest expense paid on interest-bearing liabilities, such as deposits and borrowed funds. Interest rates are sensitive to many factors that are beyond our control, including general economic conditions,
competition and policies of various governmental and regulatory agencies and, in particular, the policies of the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, could influence not only the interest we
receive on loans and investment securities and the amount of interest we pay on deposits and borrowings, but such changes could also affect: (i) our ability to originate loans and obtain deposits; (ii) the fair value of our financial assets and
liabilities, including our securities portfolio; and (iii) the average duration of our interest-earning assets. This also includes the risk that interest-earning assets may be more responsive to changes in interest rates than interest-bearing
liabilities, or vice versa (repricing risk), the risk that the individual interest rates or rates indices underlying various interest-earning assets and interest-bearing liabilities may not change in the same degree over a given time period
(basis risk), and the risk of changing interest rate relationships across the spectrum of interest-earning asset and interest-bearing liability maturities (yield curve risk), including a prolonged flat or inverted yield curve environment. Any
substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations.
National, state and local economic conditions could have a material adverse effect on the Company's results of operations and financial
condition.
The results of operations for financial institutions, including our Bank, may be materially and adversely affected by changes in prevailing national, state and local economic conditions. Our
profitability is heavily influenced by the quality of the Company's loan portfolio and the stability of the Company's deposits. Unlike larger national or regional banks that are more geographically diversified, the Company provides banking and
financial services to customers primarily in Ottawa, Kent and Allegan Counties of western Michigan. The local economic conditions in these areas have a significant impact on the demand for the Company's products and services, and the ability of
the Company's customers to repay loans, the value of the collateral securing loans and the stability of the Company's deposit funding sources. A significant decline in general economic conditions, caused by inflation, recession, acts of
terrorism, outbreak of hostilities, an outbreak of a widespread epidemic or pandemic of disease (or widespread fear thereof) or other international or domestic occurrences, unemployment, changes in securities, financial, capital or credit
markets or other factors, could impact national and local economic conditions and have a material adverse effect on the Company's results of operations and financial condition.
Our credit losses could increase and our allowance for loan losses may not be adequate to cover actual loan losses.
The risk of nonpayment of loans is inherent in all lending activities and nonpayment of loans may have a material adverse effect on our earnings and overall financial condition, and the value
of our common stock. We make various assumptions and judgments about the collectability of our loan portfolio and provide an allowance for potential losses based on a number of factors. If our assumptions are wrong, our allowance for loan
losses may not be sufficient to cover our losses, which could have an adverse effect on our operating results, and may cause us to increase the allowance in the future. The actual amount of future provisions for loan losses cannot now be
determined and may exceed the amounts of past provisions for loan losses. Federal and state banking regulators, as an integral part of their supervisory function, periodically review our allowance for loan losses. These regulatory agencies may
require us to increase our provision for loan losses or to recognize further loan charge-offs based upon their judgments, which may be different from ours. Any increase in the allowance for loan losses could have a negative effect on our
regulatory capital ratios, net income, financial condition and results of operations.
The implementation of the Current Expected Credit Loss accounting standard could require us to increase our allowance for loan losses and may have a
material adverse effect on our financial condition and results of operations.
Effective January 1, 2023, we will be required to adopt the Financial Accounting Standards Board ("the FASB") Account Standards Update 2016-13, Financial
Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, commonly referred to as "CECL". CECL changes the allowance for loan losses methodology from an incurred loss impairment methodology to an
expected loss methodology, which is more dependent on future economic forecasts, assumptions and models than previous accounting standards and could result in increases in, and add volatility to, our allowance for loan losses and future
provisions for loan losses. These forecasts, assumptions and models are inherently uncertain and are based upon management's reasonable judgment in light of information currently available.
We are subject to liquidity risk in our operations, which could adversely affect our ability to fund various obligations.
Liquidity risk is the possibility of being unable to meet obligations as they come due, pay deposits when withdrawn, and fund loan and investment opportunities as they arise because of an
inability to liquidate assets or obtain adequate funding on a timely basis, at a reasonable cost and within acceptable risk tolerances. Liquidity is required to fund various obligations, including credit obligations to borrowers, mortgage
originations, withdrawals by depositors, repayment of debt, operating expenses and capital expenditures. Liquidity of the Bank is derived primarily from retail deposit growth and retention, principal and interest payments on loans and
investment securities, net cash provided from operations and access to other funding sources. Liquidity is essential to our business. We must maintain sufficient funds to respond to the needs of depositors and borrowers. An inability to raise
funds through deposits, borrowings, the sale or pledging as collateral of loans and other assets could have a material adverse effect on our liquidity. An inability to retain the current level of deposits, including the loss of one or more of
the Bank's larger deposit relationships, could have a material adverse effect on the Bank's liquidity. Our access to funding sources in amounts adequate to finance activities could be impaired by factors that affect us specifically or the
financial services industry in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of the business activity due to a market down turn or regulatory action that limits or eliminates
access to alternate funding sources, including brokered deposits discussed above. Our ability to borrow could also be impaired by factors that are nonspecific to the Company, such as severe disruption of the financial markets or negative
expectations about the prospects for the financial services industry as a whole.
Our construction and development lending exposes us to significant risks.
Construction and development loans consist of loans to commercial customers for the construction of their business facilities. They also include construction loans to builders and developers
for the construction of one- to four-family residences and the development of one- to four-family lots, residential subdivisions, condominium developments and other commercial developments. This portfolio may be particularly adversely affected
by job losses, declines in real estate values, declines in home sale volumes, and declines in new home building. Declining real estate values may result in sharp increases in losses, particularly in the land development and construction loan
portfolios to residential developers. This type of lending is generally considered to have more complex credit risks than traditional single-family residential lending because the principal is concentrated in a limited number of loans with
repayment dependent on the successful completion and sales of the related real estate project. Consequently, these loans are often more sensitive to adverse conditions in the real estate market or the general economy than other real estate
loans. These loans are generally less predictable and more difficult to evaluate and monitor and collateral may be difficult to dispose of in a market decline. Additionally, we may experience significant construction loan losses if independent
appraisers or project engineers inaccurately estimate the cost and value of construction loan projects.
We have significant exposure to risks associated with commercial and residential real estate.
A substantial portion of our loan portfolio consists of commercial and residential real estate-related loans, including real estate development, construction and residential and commercial
mortgage loans. As of December 31, 2022, we had approximately $537.6 million of commercial real estate loans outstanding, which represented approximately 45.7% of our total loan portfolio. As of that same date, we had approximately $139.1
million in residential real estate loans outstanding, or approximately 11.8% of our total loan portfolio. Consequently, real estate-related credit risks are a significant concern for us. The adverse consequences from real estate-related credit
risks tend to be cyclical and are often driven by national economic developments that are not controllable or entirely foreseeable by us or our borrowers.
Commercial loans may expose us to greater financial and credit risk than other loans.
Our commercial loan portfolio, including commercial mortgages, was approximately $979.3 million at December 31, 2022, comprising approximately 83.2% of our total loan portfolio. Commercial
loans generally carry larger loan balances and can involve a greater degree of financial and credit risk than other loans. Any significant failure to pay on time by our customers would hurt our earnings. The increased financial and credit risk
associated with these types of loans are a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the size of loan balances, the effects of general economic conditions on income-producing
properties and the increased difficulty of evaluating and monitoring these types of loans. In addition, when underwriting a commercial or industrial loan, we may take a security interest in commercial real estate, and, in some instances upon a
default by the borrower, we may foreclose on and take title to the property, which may lead to potential financial risks for us under applicable environmental laws. If hazardous substances were discovered on any of these properties, we may be
liable to governmental agencies or third parties for the costs of remediation of the hazard, as well as for personal injury and property damage. Many environmental laws can impose liability regardless of whether we knew of, or were responsible
for, the contamination.
Our loan portfolio has and will continue to be affected by the housing market.
Loans to residential developers involved in the development or sale of 1-4 family residential properties were approximately $21.4 million, $16.1 million and $21.4 million at December 31,
2022, 2021 and 2020, respectively. As we continue our on-going portfolio monitoring, we will make credit and reserve decisions based on the current conditions of the borrower or project combined with our expectations for the future. If the
housing market deteriorates, we could experience higher charge-offs and delinquencies in this portfolio.
We are subject to significant government regulation, and any regulatory changes may adversely affect us.
The banking industry is heavily regulated under both federal and state law. These regulations are primarily intended to protect customers and the Deposit Insurance Fund, not our creditors or
shareholders. We are subject to extensive regulation by the Federal Reserve, the FDIC and the DIFS, in addition to other regulatory and self-regulatory organizations. Future regulatory changes or accounting pronouncements may increase our
regulatory capital requirements or adversely affect our regulatory capital levels. Regulations affecting banks and financial services companies undergo continuous change, and we cannot predict the ultimate effect of such changes, which could
have a material adverse effect on our profitability or financial condition.
The Company could be adversely affected by the soundness of other financial institutions, including defaults by larger financial institutions.
The Company's ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services
institutions are interrelated as a result of credit, trading, clearing, counterparty or other relationships between financial institutions. The Company has exposure to multiple counterparties, and the Company routinely executes transactions
with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems
and losses or defaults by the Company or by other institutions. This is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and
exchanges, with which the Company interacts on a daily basis, and therefore could adversely affect the Company.
We rely heavily on our management and other key personnel, and the loss of any of them may adversely affect our operations.
We are and will continue to be dependent upon the services of our management team and other key personnel. Losing the services of one or more key members of our management team could
adversely affect our operations.
Our controls and procedures may fail or be circumvented.
Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well
designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. If we fail to identify and remediate control deficiencies, it is possible that
a material misstatement of interim or annual financial statements will not be prevented or detected on a timely basis. In addition, any failure or circumvention of our other controls and procedures or failure to comply with regulations related
to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.
The Bank may be required to pay additional insurance premiums to the FDIC, which could negatively impact earnings.
Depending upon any future losses that the FDIC insurance fund may suffer, there can be no assurance that there will not be additional premium increases in order to replenish the fund. The
FDIC may need to set a higher base rate schedule or impose special assessments due to future financial institution failures and updated failure and loss projections. Increased FDIC assessment rates could have an adverse impact on our results of
operations.
If we cannot raise additional capital when needed, our ability to further expand our operations through organic growth and acquisitions could be
materially impaired.
We are required by federal and state regulatory authorities to maintain specified levels of capital to support our operations. We may need to raise additional capital to support our current
level of assets or our growth. Our ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. We cannot assure that we will be able to
raise additional capital in the future on terms acceptable to us or at all. If we cannot raise additional capital when needed, our ability to expand our operations through organic growth or acquisitions could be materially limited. Additional
information on the capital requirements applicable to the Bank may be found under the heading "Regulatory Capital" in Note 19 in Item 8.
We may be a defendant in a variety of litigation and other actions, which may have a material adverse effect on our financial condition and results of
operations.
We may be involved from time to time in a variety of litigation arising out of our business. Our insurance may not cover all claims that may be asserted against us, and any claims asserted
against us, regardless of merit or eventual outcome, may harm our reputation or cause us to incur unexpected expenses, which could be material in amount. Should the ultimate expenses, judgments or settlements in any litigation exceed our
insurance coverage, they could have a material adverse effect on our financial condition and results of operations. In addition, we may not be able to obtain appropriate types or levels of insurance in the future, and we may not be able to
obtain adequate replacement of our existing policies with acceptable terms, if at all.
Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.
We face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our ability to compete effectively in
this highly competitive environment. We compete for deposits, loans and other financial services with numerous Michigan-based and out-of-state banks, thrifts, credit unions and other financial institutions as well as other entities which
provide financial services, including technology-oriented financial services (FinTech) companies. Some of the financial institutions and financial services organizations with which we compete are not subject to the same degree of regulation as
we are. Most of our competitors have been in business for many years, have established customer bases, are larger, and have substantially higher lending limits than we do. The financial services industry is also likely to become more
competitive as further technological advances enable more companies to provide financial services. Competition for limited, high-quality lending opportunities and core deposits in an increasingly competitive marketplace may adversely affect
our results of operations.
Evaluation of investment securities for other-than-temporary impairment involves subjective
determinations and could materially impact our results of operations and financial condition.
The evaluation of impairments is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of
investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer's financial condition or future recovery prospects, the effects of changes in interest rates or
credit spreads and the expected recovery period. Estimating future cash flows involves incorporating information received from third-party sources and making internal assumptions and judgments regarding the future performance of the underlying
collateral and assessing the probability that an adverse change in future cash flows has occurred. The determination of the amount of other-than-temporary impairments is based upon our periodic evaluation and assessment of known and inherent
risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. Our management considers a wide range of factors about the security issuer and uses
reasonable judgment in evaluating the cause of the decline in the estimated fair value of the security and in assessing the prospects for recovery. Inherent in management's evaluation of the security are assumptions and estimates about the
operations of the issuer and its future earnings potential. Impairments to the carrying value of our investment securities may need to be taken in the future, which could have a material adverse effect on our results of operations and financial
condition.
We depend upon the accuracy and completeness of information about customers.
In deciding whether to extend credit to customers, we rely on information provided to us by our customers, including financial statements and other financial information. We also rely on
representations of customers as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Our financial condition and results of operations could be negatively impacted
to the extent that we extend credit in reliance on financial statements or other information provided by customers that is false, misleading or incomplete.
Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of computer systems or otherwise, or
failure or interruption of the Company's communication or information systems, could severely harm the Company’s business.
As part of its business, the Company collects, processes and retains sensitive and confidential client and customer information on behalf of the Company and other third parties. Despite the
security measures the Company has in place for its facilities and systems, and the security measures of its third party service providers, the Company may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or
lost data, programming and/or human errors or other similar events.
The Company relies heavily on communications and information systems to conduct its business. Any failure or interruption of these systems could result in failures or disruptions in the
Company’s customer relationship management, general ledger, deposit, loan and other systems. In addition, customers could lose access to their accounts and be unable to conduct financial transactions during a period of failure or interruption
of these systems.
Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information, whether such information is held by the Company or by its
vendors, or failure or interruption of the Company's communication or information systems, could severely damage the Company’s reputation, expose it to risks of regulatory scrutiny, litigation and liability, disrupt the Company’s operations, or
result in a loss of customer business, the occurrence of any of which could have a material adverse effect on the Company’s business.
Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our
reputation and results of operations.
Cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to information technology (IT) systems to sophisticated and targeted measures
known as advanced persistent threats, directed at the Company and/or its third party service providers. While we have experienced, and expect to continue to experience, these types of threats and incidents, none of them to date have been
material to the Company. Although we employ comprehensive measures to prevent, detect, address and mitigate these threats (including access controls, employee training, data encryption, vulnerability assessments, continuous monitoring of our IT
networks and systems and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data
and confidential or proprietary information (our own or that of third parties) and the disruption of business operations. The potential consequences of a material cybersecurity incident include reputational damage, litigation with third parties
and increased cybersecurity protection and remediation costs, which in turn could materially adversely affect our results of operations.
We continually encounter technological change, and we may have fewer resources than our competitors to continue to invest in technological improvements.
The banking industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the
effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, on our ability to address the needs of our customers by using technology to provide products and
services that will satisfy customer demands for convenience as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. There can be no
assurance that we will be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers.
An "ownership change" for purposes of Section 382 of the Internal Revenue Code could materially impair our ability to use our deferred tax assets.
At December 31, 2022, our gross deferred tax asset was $11.9 million. Our ability to use our deferred tax assets to offset future taxable income will be limited if we experience an "ownership
change" as defined in Section 382 of the Internal Revenue Code. In general, an ownership change will occur if there is a cumulative increase in our ownership by "5-percent shareholders" (as defined in the Code) that exceeds 50 percentage points
over a rolling three-year period. A corporation that experiences an ownership change will generally be subject to an annual limitation on the use of its pre-ownership change deferred tax assets equal to the equity value of the corporation
immediately before the ownership change, multiplied by the long-term tax-exempt rate.
If an "ownership change" occurs, we could lose certain built-in losses that have not been recognized for tax purposes. The amount of the permanent loss would depend on the size of the annual
limitation (which is in part a function of our market capitalization at the time of an "ownership change") and the remaining carry forward period (U.S. federal net operating losses generally may be carried forward for a period of 20 years).
Our ability to maintain, attract and retain customer relationships is highly dependent on our reputation.
Our customers rely on us to deliver superior, personalized financial services with the highest standards of ethics, performance, professionalism and compliance. Damage to our reputation could
undermine the confidence of our current customers and our ability to attract potential customers. Such damage could also impair the confidence of our contractual counterparties and vendors and ultimately affect our ability to effect
transactions. Maintenance of our reputation depends not only on our success in maintaining our service-focused culture and controlling and mitigating the various risks described herein, but also on our success in identifying and appropriately
addressing issues that may arise in areas such as potential conflicts of interest, anti-money laundering, client personal information and privacy issues, employee, customer and other third party fraud, record-keeping, regulatory investigations
and any litigation that may arise from the failure or perceived failure of us to comply with legal and regulatory requirements.
Employee misconduct could expose us to significant legal liability and reputational harm.
We are vulnerable to reputational harm because we operate in an industry in which integrity and the confidence of our customers are of critical importance. Our employees could engage in
misconduct that adversely affects our customers, other employees, and/or our business. For example, if an employee were to engage in fraudulent, illegal, wrongful or suspicious activities, and/or activities resulting in consumer harm, we could
be subject to litigation, regulatory sanctions or penalties, and suffer serious harm to our reputation (as a consequence of the negative perception resulting from such activities), financial position, customer relationships and ability to
attract new customers. Our business often requires that we deal with confidential information. If our employees were to improperly use or disclose this information, even if inadvertently, we could suffer serious harm to our reputation,
financial position and current and future business relationships. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective. Misconduct or harassment by
our employees, or even unsubstantiated allegations of misconduct or harassment, or improper use or disclosure of confidential information by our employees, even inadvertently, could result in a material adverse effect on our business, financial
condition or results of operations.
Our operations could be interrupted if certain external vendors on which we rely experience difficulty, terminate their services or fail to comply with
banking laws and regulations.
We depend to a significant extent on relationships with third party service providers. Specifically, we utilize third party core banking services and receive credit card and debit card
services, branch capture services, Internet banking services and services complementary to our banking products from various third party service providers. If these third party service providers experience difficulties or terminate their
services and we are unable to replace them with other service providers, our operations could be interrupted. It may be difficult for us to replace some of our third party vendors, particularly vendors providing our core banking, credit card
and debit card services, in a timely manner if they were unwilling or unable to provide us with these services in the future for any reason. If an interruption were to continue for a significant period of time, it could have a material adverse
effect on our business, financial condition or results of operations. Even if we are able to replace them, it may be at higher cost to us, which could have a material adverse effect on our business, financial condition or results of operations.
Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR may adversely affect our results of operations.
On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit
rates for the calculation of LIBOR to the administrator of LIBOR after 2021. In November 2020, the Financial Conduct Authority announced that it would continue to publish LIBOR rates through June 30, 2023. It is unclear whether, or in what
form, LIBOR will continue to exist after that date. At this time, it appears that market consensus is building around using the Secured Overnight Financing Rate ("SOFR") as an acceptable alternative reference rate to LIBOR, though that remains
to be determined. SOFR may fail to gain market acceptance. SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because it is considered to be a good
representation of general funding conditions in the overnight U.S. Treasury repo market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less
likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR to be a suitable substitute or successor for all of the purposes for which U.S. dollar LIBOR historically
has been used, which may, in turn, lessen its market acceptance.
It is impossible to predict the effect of SOFR or any other alternative reference rate on the value of LIBOR-based securities and variable rate loans, subordinated debentures, or other
securities or financial arrangements, given LIBOR's role in determining market interest rates globally. Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely affect
LIBOR rates and the value of LIBOR-based loans and securities in our portfolio, and may impact the availability and cost of hedging instruments and borrowings. If LIBOR rates are no longer available, and we are required to implement
alternative reference rates, such as SOFR, for the calculation of interest rates under our loan agreements with our borrowers, we may incur significant expenses in effecting the transition, and may be subject to disputes or litigation with
customers over the appropriateness or comparability of LIBOR to SOFR or another alternative reference rate, which could have an adverse effect on our results of operations.
Risks Associated With the Company's Stock
The market price of our common stock can be volatile, which may make it more difficult to resell our common stock at a desired time and price.
Stock price volatility may make it more difficult for a shareholder to resell our common stock when a shareholder wants to and at prices a shareholder finds attractive or at all. Our stock
price can fluctuate significantly in response to a variety of factors, regardless of operating results. These factors include, among other things:
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Variations in our anticipated or actual operating results or the results of our competitors;
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Changes in investors' or analysts' perceptions of the risks and conditions of our business;
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The size of the public float of our common stock;
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Regulatory developments, including changes to regulatory capital levels, components of regulatory capital and how regulatory capital is calculated;
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Interest rate changes or credit loss trends;
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Trading volume in our common stock;
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Market conditions; and
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General economic conditions.
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The Company may issue additional shares of its common stock in the future, which could dilute a shareholder's ownership of common stock.
The Company's articles of incorporation authorize its Board of Directors, without shareholder approval, to, among other things, issue additional shares of common or preferred stock. The
issuance of any additional shares of common or preferred stock could be dilutive to a shareholder's ownership of Company common stock.
To the extent that the Company issues options or warrants to purchase common stock in the future and the options or warrants are exercised, the Company's shareholders may experience further
dilution. Holders of shares of Company common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, shareholders may not be permitted to invest in
future issuances of Company common or preferred stock.
Although publicly traded, our common stock has substantially less liquidity than the average liquidity of stocks listed on The Nasdaq Global Select
Market.
Although our common stock is listed for trading on The Nasdaq Global Select Market, our common stock has substantially less liquidity than the average liquidity for companies listed on The
Nasdaq Global Select Market. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This
marketplace depends on the individual decisions of investors and general economic and market conditions over which we have no control. This limited market may affect a shareholder’s ability to sell their shares on short notice, and the sale of
a large number of shares at one time could temporarily depress the market price of our common stock. For these reasons, our common stock should not be viewed as a short-term investment.
The Company's common stock is not insured by any governmental entity.
Our common stock is not a deposit account or other obligation of any bank and is not insured by the FDIC or any other governmental entity. Investment in Company common stock is subject to
risk, including possible loss.
The Company may issue debt and equity securities that are senior to Company common stock as to distributions and in liquidation, which could negatively
affect the value of Company common stock.
The Company has in the past and may in the future increase its capital by entering into debt or debt-like financing or issuing debt or equity securities, which could include issuances of
senior notes, subordinated notes, preferred stock or common stock. In the event of the Company's liquidation, its lenders and holders of its debt securities would receive a distribution of the Company's available assets before distributions to
the holders of Company common stock. The Company's decision to incur debt and issue securities in future offerings will depend on market conditions and other factors beyond its control. The Company cannot predict or estimate the amount, timing
or nature of its future offerings and debt financings. Future offerings could reduce the value of shares of Company common stock and dilute a shareholder's interest in the Company.
Our articles of incorporation and bylaws and Michigan laws contain certain provisions that could make a takeover more difficult.
Our articles of incorporation and bylaws, and the laws of Michigan, include provisions which are designed to provide our Board of Directors with time to consider whether a hostile takeover
offer is in our best interest and the best interests of our shareholders. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control. The provisions also could diminish the opportunities for
a holder of our common stock to participate in tender offers, including tender offers at a price above the then-current price for our common stock. These provisions could also prevent transactions in which our shareholders might otherwise
receive a premium for their shares over then current market prices, and may limit the ability of our shareholders to approve transactions that they may deem to be in their best interests.
The Michigan Business Corporation Act contains provisions intended to protect shareholders and prohibit or discourage certain types of hostile takeover activities. In addition to these
provisions and the provisions of our articles of incorporation and bylaws, federal law requires the Federal Reserve Board's approval prior to acquisition of "control" of a bank holding company. All of these provisions may have the effect of
delaying or preventing a change in control of the Company without action by our shareholders, and therefore, could adversely affect the price of our common stock.
If an entity holds as little as a 5% interest in our outstanding securities, that entity could, under certain circumstances, be subject to regulation as
a "bank holding company."
Any entity, including a "group" composed of natural persons, owning or controlling with the power to vote 25% or more of our outstanding securities, or 5% or more if the holder otherwise
exercises a "controlling influence" over us, may be subject to regulation as a "bank holding company" in accordance with the Bank Holding Company Act of 1956, as amended (the "BHC Act"). In addition, any bank holding company or foreign bank
with a U.S. presence may be required to obtain the approval of the Federal Reserve Board under the BHC Act to acquire or retain 5% or more of our outstanding securities. Becoming a bank holding company imposes statutory and regulatory
restrictions and obligations, such as providing managerial and financial strength for its bank subsidiaries. Regulation as a bank holding company could require the holder to divest all or a portion of the holder's investment in our securities
or those nonbanking investments that may be deemed impermissible or incompatible with bank holding company status, such as a material investment in a company unrelated to banking.
Any person not defined as a company by the BHC Act may be required to obtain the approval of the Federal Reserve Board under the Change in Bank Control
Act of 1978, as amended, to acquire or retain 10% or more of our outstanding securities.
Any person not otherwise defined as a company by the BHC Act and its implementing regulations may be required to obtain the approval of the Federal Reserve Board under the Change in Bank
Control Act of 1978, as amended, to acquire or retain 10% or more of our outstanding securities. Applying to obtain this approval could result in a person incurring substantial costs and time delays. There can be no assurance that regulatory
approval will be obtained.
| ITEM 1B: |
Unresolved Staff Comments.
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None.
| ITEM 2: |
Properties.
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We own or lease facilities located in Ottawa County, Allegan County and Kent County, Michigan. Our administrative offices are located at 10753 Macatawa Drive, Holland, Michigan 49424. Our
administrative offices are approximately 49,000 square feet and contain our administration, human resources, loan underwriting and processing, and deposit operations. We believe our facilities are well-maintained and adequately insured. We own
each of the facilities except those identified in the “Use” column as “(Leased facility)”. Our facilities as of February 16, 2023, were as follows:
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Location of Facility
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Use
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10753 Macatawa Drive, Holland
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Main Branch, Administrative, and Loan Processing Offices
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815 E. Main Street, Zeeland
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Branch Office
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116 Ottawa Avenue N.W., Grand Rapids
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Branch Office (Leased facility, lease expires December 2025)
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126 Ottawa Avenue N.W., Grand Rapids
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Loan Center (Leased facility, lease expires December 2023)
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141 E. 8th Street, Holland
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Branch Office
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489 Butternut Dr., Holland
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Branch Office
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145 Columbia Avenue, Holland
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Satellite Office (Leased facility, lease expires March 2023)
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701 Maple Avenue, Holland
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Branch Office
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699 E. 16th Street, Holland
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Branch Office
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41 N. State Street, Zeeland
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Branch Office
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2020 Baldwin Street, Jenison
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Branch Office
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6299 Lake Michigan Dr., Allendale
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Branch Office
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132 South Washington, Douglas
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Branch Office
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4758 – 136th Street, Hamilton
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Branch Office (Leased facility, lease expires December 2023)
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3526 Chicago Drive, Hudsonville
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Branch Office
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20 E. Lakewood Blvd., Holland
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Branch Office
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3191 – 44th Street, S.W., Grandville
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Branch Office
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2261 Byron Center Avenue S.W., Byron Center
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Branch Office
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5271 Clyde Park Avenue, S.W., Wyoming
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Branch Office
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4590 Cascade Road, Grand Rapids
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Branch Office
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3177 Knapp Street, N.E., Grand Rapids
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Branch Office
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15135 Whittaker Way, Grand Haven
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Branch Office
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12415 Riley Street, Holland
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Branch Office
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2750 Walker N.W., Walker
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Branch Office
|
|
1575 – 68th Street S.E., Grand Rapids
|
Branch Office
|
|
2820 – 10 Mile Road, Rockford
|
Branch Office
|
|
520 Baldwin Street, Jenison
|
Branch Office
|
|
2440 Burton Street, S.E., Grand Rapids
|
Branch Office
|
|
6330 28th Street, S.E., Grand Rapids
|
Branch Office
|
| ITEM 3: |
Legal Proceedings.
|
As of the date of this report, there were no material pending legal proceedings, other than routine litigation incidental to the business of banking, to which Macatawa Bank Corporation or the
Bank are a party or of which any of our properties are the subject.
| ITEM 4: |
Mine Safety Disclosures.
|
Not applicable.
| ITEM 5: |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Our common stock is quoted on The Nasdaq Global Select Market under the symbol MCBC. High and low closing prices (as reported on The Nasdaq Global Select Market) of our common stock for each
quarter for the years ended December 31, 2022 and 2021 are set forth in the table below.
|
2022
|
2021
|
|||||||||||||||||||||||
|
Quarter
|
High
|
Low
|
Dividends
Declared
|
High
|
Low
|
Dividends
Declared
|
||||||||||||||||||
|
First Quarter
|
$
|
9.56
|
$
|
8.76
|
$
|
0.08
|
$
|
10.66
|
$
|
8.17
|
$
|
0.08
|
||||||||||||
|
Second Quarter
|
9.31
|
8.38
|
0.08
|
10.15
|
8.74
|
0.08
|
||||||||||||||||||
|
Third Quarter
|
10.28
|
8.65
|
0.08
|
8.90
|
7.37
|
0.08
|
||||||||||||||||||
|
Fourth Quarter
|
11.84
|
9.21
|
0.08
|
9.08
|
7.96
|
0.08
|
||||||||||||||||||
Information on restrictions on payments of dividends by us may be found in Item 1 of this report under the heading “Supervision and Regulation” and is here incorporated by reference.
Information regarding our equity compensation plans may be found in Item 12 of this report and is here incorporated by reference.
On February 16, 2023, there were approximately 724 owners of record and approximately 8,410 beneficial owners of our common stock.
Shareholder Return Performance Graph
The following graph shows the cumulative total shareholder return on an investment in the Company’s common stock compared to the Russell 2000 Index and the KBW Bank NASDAQ Index. The
comparison assumes a $100 investment on December 31, 2017 at the initial price of $10.00 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.
|
Period Ending
|
||||||||||||||||||||||||
|
Index
|
12/31/17
|
12/31/18
|
12/31/19
|
12/31/20
|
12/31/21
|
12/31/22
|
||||||||||||||||||
|
Macatawa Bank Corporation
|
100.00
|
98.41
|
116.96
|
91.58
|
100.07
|
129.35
|
||||||||||||||||||
|
Russell 2000
|
100.00
|
88.99
|
111.70
|
134.00
|
153.85
|
122.41
|
||||||||||||||||||
|
KBW Bank NASDAQ
|
100.00
|
82.29
|
112.01
|
100.46
|
138.97
|
109.23
|
||||||||||||||||||
Issuer Purchases of Equity Securities
The following table provides information regarding the Company’s purchase of its own common stock during the fourth quarter of 2022. All employee transactions are under stock compensation
plans. These include shares of Macatawa Bank Corporation common stock surrendered for cancellation to satisfy tax withholding obligations that occur upon the vesting of restricted shares. The value of the shares withheld is determined based
on the closing price of Macatawa Bank Corporation common stock at the date of vesting. The Company has no publicly announced repurchase plans or programs.
|
Macatawa Bank Corporation Purchases of Equity Securities
|
||||||||
|
Total
Number of
Shares
Purchased
|
Average
Price Paid
Per Share
|
|||||||
|
Period
|
||||||||
|
October 1 - October 31, 2022
|
||||||||
|
Employee Transactions
|
—
|
—
|
||||||
|
November 1 - November 30, 2022
|
||||||||
|
Employee Transactions
|
15,246
|
$
|
11.30
|
|||||
|
December 1 - December 31, 2022
|
||||||||
|
Employee Transactions
|
—
|
—
|
||||||
|
Total for Fourth Quarter ended December 31, 2022
|
||||||||
|
Employee Transactions
|
15,246
|
$
|
11.30
|
|||||
| ITEM 6: |
[Reserved]
|
| ITEM 7. |
Management’s Discussion and Analysis of Results of Operations and Financial Condition.
|
Selected Financial Data.
The following unaudited table sets forth selected historical consolidated financial information as of and for the years ended December 31, 2022, 2021, 2020, 2019 and 2018, which is derived
from our audited consolidated financial statements. You should read this information in conjunction with our consolidated financial statements and related notes included elsewhere in this report.
|
As of and for the Year Ended December 31,
|
||||||||||||||||||||
|
(Dollars in thousands, except per share data)
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||||||||||
|
Financial Condition
|
||||||||||||||||||||
|
Total assets
|
$
|
2,906,919
|
$
|
2,928,751
|
$
|
2,642,026
|
$
|
2,068,770
|
$
|
1,975,124
|
||||||||||
|
Securities
|
848,022
|
553,066
|
316,300
|
307,969
|
297,320
|
|||||||||||||||
|
Loans
|
1,177,748
|
1,108,993
|
1,429,331
|
1,385,627
|
1,405,658
|
|||||||||||||||
|
Deposits
|
2,615,142
|
2,577,958
|
2,298,587
|
1,753,294
|
1,676,739
|
|||||||||||||||
|
Long-term debt
|
—
|
—
|
20,619
|
20,619
|
41,238
|
|||||||||||||||
|
Other borrowed funds
|
30,000
|
85,000
|
70,000
|
60,000
|
60,000
|
|||||||||||||||
|
Shareholders' equity
|
247,038
|
254,005
|
239,843
|
217,469
|
190,853
|
|||||||||||||||
|
Share Information*
|
||||||||||||||||||||
|
Basic earnings (loss) per common share
|
$
|
1.01
|
$
|
0.85
|
$
|
0.88
|
$
|
0.94
|
$
|
0.78
|
||||||||||
|
Diluted earnings (loss) per common share
|
1.01
|
0.85
|
0.88
|
0.94
|
0.78
|
|||||||||||||||
|
Book value per common share
|
7.20
|
7.41
|
7.01
|
6.38
|
5.61
|
|||||||||||||||
|
Dividends per common share
|
0.32
|
0.32
|
0.32
|
0.28
|
0.25
|
|||||||||||||||
|
Dividend payout ratio
|
31.68
|
%
|
37.65
|
%
|
36.36
|
%
|
29.79
|
%
|
32.05
|
%
|
||||||||||
|
Average dilutive common shares outstanding
|
34,259,604
|
34,202,179
|
34,120,275
|
34,056,200
|
34,018,554
|
|||||||||||||||
|
Common shares outstanding at period end
|
34,298,640
|
34,259,945
|
34,197,519
|
34,103,542
|
34,045,411
|
|||||||||||||||
|
Operations
|
||||||||||||||||||||
|
Interest income
|
$
|
74,906
|
$
|
58,634
|
$
|
67,224
|
$
|
75,942
|
$
|
69,037
|
||||||||||
|
Interest expense
|
4,760
|
2,565
|
5,687
|
12,455
|
9,411
|
|||||||||||||||
|
Net interest income
|
70,146
|
56,069
|
61,537
|
63,487
|
59,626
|
|||||||||||||||
|
Provision for loan losses
|
(1,125
|
)
|
(2,050
|
)
|
3,000
|
(450
|
)
|
450
|
||||||||||||
|
Net interest income after provision for loan losses
|
71,271
|
58,119
|
58,537
|
63,937
|
59,176
|
|||||||||||||||
|
Total noninterest income
|
20,019
|
23,695
|
23,976
|
19,728
|
17,503
|
|||||||||||||||
|
Total noninterest expense
|
48,226
|
46,090
|
45,725
|
44,224
|
44,329
|
|||||||||||||||
|
Income before income tax
|
43,064
|
35,724
|
36,788
|
39,441
|
32,350
|
|||||||||||||||
|
Federal income tax
|
8,333
|
6,710
|
6,623
|
7,462
|
5,971
|
|||||||||||||||
|
Net income attributable to common shares
|
34,731
|
29,014
|
30,165
|
31,979
|
26,379
|
|||||||||||||||
|
Performance Ratios
|
||||||||||||||||||||
|
Return on average equity
|
14.19
|
%
|
11.74
|
%
|
13.19
|
%
|
15.66
|
%
|
14.69
|
%
|
||||||||||
|
Return on average assets
|
1.21
|
1.02
|
1.27
|
1.59
|
1.40
|
|||||||||||||||
|
Yield on average interest-earning assets
|
2.73
|
2.19
|
3.00
|
4.04
|
3.91
|
|||||||||||||||
|
Cost on average interest-bearing liabilities
|
0.28
|
0.15
|
0.38
|
0.94
|
0.76
|
|||||||||||||||
|
Average net interest spread
|
2.45
|
2.04
|
2.62
|
3.10
|
3.15
|
|||||||||||||||
|
Average net interest margin
|
2.56
|
2.09
|
2.75
|
3.38
|
3.38
|
|||||||||||||||
|
Efficiency ratio
|
53.49
|
57.78
|
53.47
|
53.14
|
57.47
|
|||||||||||||||
|
Capital Ratios
|
||||||||||||||||||||
|
Period-end equity to total assets
|
8.50
|
%
|
8.67
|
%
|
9.08
|
%
|
10.51
|
%
|
9.66
|
%
|
||||||||||
|
Average equity to average assets
|
8.55
|
|||||||||||||||||||