MACATAWA BANK CORP
10QSB, 1998-08-14
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                   FORM 10-QSB


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       For the quarter ended June 30, 1998

                                       OR
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _______ to ________

                        Commission file number: 333-45755

                            MACATAWA BANK CORPORATION
        (Exact name of small business issuer as specified in its charter)

                MICHIGAN                                      38-3391345
      (State of other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                       Identification No.)

                   51 E. Main Street, Zeeland, Michigan 49464
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (616) 748-9491

                                   -----------


Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes _X_  No ___

The number of shares outstanding of each of the issuers classes of common stock,
as of the latest  practicable  date:  2,435,125  shares of the Company's  Common
Stock (no par value) were outstanding as of August 7, 1998.

Transitional Small Business Disclosure Format (check one): Yes ___ No _X_


                                        1
<PAGE>
                                      INDEX



                                                                            Page
                                                                       Number(s)

Part I.           Financial Information (unaudited):

                  Item 1.
                  Consolidated Financial Statements                            3
                  Notes to Consolidated Financial Statements                   7

                  Item 2.
                  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations               11

Part II.          Other Information

                  Item 1.
                  Legal Proceedings                                           14

                  Item 2.
                  Changes in Securities and Use of Proceeds                   14

                  Item 3.
                  Defaults Upon Senior Securities                             14

                  Item 4.
                  Submission of Matters to a Vote of Securities Holders       14

                  Item 5.
                  Other Information                                           14

                  Item 6.
                  Exhibits and Reports on Form 8-K                            14


Signatures                                                                    15

                                        2
<PAGE>
Part I   Financial Information (unaudited)

                            MACATAWA BANK CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                 June 30, 1998 (unaudited) and December 31, 1997

- --------------------------------------------------------------------------------
<TABLE>
                                                                June 30,      December 31,
                                                                 1998             1997
                                                              -----------     -----------
                                                              (Unaudited)
ASSETS
<S>                                                           <C>             <C>
   Cash and due from banks                                    $  3,733,511    $    415,120
   Federal funds sold                                              700,000            --
   Short-term investments                                             --         7,000,000
                                                              ------------    ------------
     Cash and cash equivalents                                   4,433,511       7,415,120

   Securities available for sale, at fair value                 15,970,575       2,000,400

   Total loans                                                  60,374,560         497,704
   Allowance for loan losses                                      (910,000)         (7,500)
                                                              ------------    ------------
                                                                59,464,560         490,204

   Premises and equipment - net                                  2,502,189         681,807
   Accrued interest receivable                                     672,057          38,532
   Organizational costs                                             58,423          66,139
   Other assets                                                    418,183          29,991
                                                              ------------    ------------

     Total Assets                                             $ 83,519,498    $ 10,722,193
                                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

   Deposits
     Noninterest-bearing                                      $ 10,411,954    $    245,812
     Interest-bearing                                           52,208,983       2,466,411
                                                              ------------    ------------
       Total                                                    62,620,937       2,712,223
   Accrued expenses and other liabilities                          238,802          37,963
                                                              ------------    ------------
     Total liabilities                                          62,859,739       2,750,186

Shareholders' equity
   Preferred stock, no par value, 500,000 shares
     authorized; no shares issued and outstanding
   Common  stock,  no par value, 9,500,000 shares
     authorized; 2,435,125 and 940,125 shares issued
     and outstanding as of June 30, 1998, and
     December 31, 1997, respectively                            22,291,163       8,137,268
   Retained deficit                                             (1,611,984)       (165,525)
   Net unrealized appreciation (depreciation) on securities
     available for sale, net of tax                                (19,420)            264
                                                              ------------    ------------
       Total shareholders' equity                               20,659,759       7,972,007
                                                              ------------    ------------

            Total liabilities and shareholders' equity        $ 83,519,498    $ 10,722,193
                                                              ============    ============
</TABLE>
- -------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements

                                        3
<PAGE>
                            MACATAWA BANK CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                    Three and six months ended June 30, 1998
                                   (unaudited)

- --------------------------------------------------------------------------------
<TABLE>
                                                      Three Months    Six Months
                                                         ended          ended
                                                     June 30, 1998   June 30, 1998
                                                      -----------    ------------
                                                      (unaudited)    (unaudited)
<S>                                                   <C>            <C>
Interest Income
   Loans, including fees                              $   808,846    $   954,357
   Securities                                             365,224        563,185
                                                      -----------    -----------
     Total interest income                              1,174,070      1,517,542

Interest expense
   Deposits                                               446,763        585,107
   Other                                                      962          1,001
                                                      -----------    -----------
     Total interest expense                               447,725        586,108

Net interest income                                       726,345        931,434

Provision for loan losses                                (702,000)      (902,500)

Net interest income after provision for loan losses        24,345         28,934

Noninterest income                                         68,272         71,713

Noninterest expense
Salaries and benefits                                     616,611        909,009
   Occupancy expense of premises                           60,999         90,294
   Furniture and equipment expense                         45,895         75,259
   Legal and professional fees                             39,122         73,686
   Advertising                                             38,707         65,322
   Supplies                                                51,514         75,988
   Other expense                                          161,020        257,548
                                                      -----------    -----------
     Total noninterest expenses                         1,013,868      1,547,106

Loss before federal income tax                           (921,251)    (1,446,459)

Federal income tax                                              0              0
                                                      -----------    -----------
Net loss                                              $  (921,251)   $(1,446,459)
                                                      ===========    ===========

Basic and diluted loss per share                             (.39)         (1.26)

Average shares outstanding                              2,336,554      1,148,553
</TABLE>
- --------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                        4
<PAGE>
                            MACATAWA BANK CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                         Six months ended June 30, 1998
                                   (unaudited)

- --------------------------------------------------------------------------------
<TABLE>
                                                              Six Months
                                                                ended
                                                             June 30, 1998
                                                              (Unaudited)
<S>                                                          <C>
Cash flows from operating activities
   Net loss                                                  $ (1,446,459)
   Adjustments to reconcile net loss to net
     cash from operating activities
       Depreciation and amortization                               79,681
       Provision for loan losses                                  902,500
       Net change in
            Organizational costs                                    7,716
            Accrued interest receivable and other assets       (1,021,717)
            Accrued expenses and other liabilities                210,980
                                                             ------------
                 Net cash from operating activities            (1,267,299)

Cash flows from investing activities
   Net increase in loans                                      (59,876,856)
   Purchase of
     Securities available for sale                            (16,000,000)
     Maturities and calls of securities available for sale      2,000,000
     Premises and equipment                                    (1,900,063)
                                                             ------------
       Net cash from investing activities                     (75,776,919)

Cash flows from financing activities
   Net increase in deposits                                    59,908,714
   Net proceeds from sale of stock                             14,153,895
                                                             ------------
       Net cash from financing activities                      74,062,609

Net change in cash and cash equivalents                        (2,981,609)

Cash and cash equivalents at beginning of period                7,415,120
                                                             ------------

Cash and cash equivalents at end of period                   $  4,433,511
                                                             ============

Supplemental disclosures of cash flow information
     Cash paid during the period for interest                $    430,961
</TABLE>
- --------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.


                                        5
<PAGE>
                            MACATAWA BANK CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                         Six months ended June 30, 1998
                                   (Unaudited)

- --------------------------------------------------------------------------------
<TABLE>
                                                                                        Accumulated
                                                                                           Other               Total
                                                     Common            Retained        Comprehensive        Shareholders'
                                                       Stock            Deficit            Income              Equity
<S>                                               <C>             <C>                  <C>                <C>
Balance, December 31, 1997                        $  8,137,268    $   (165,525)        $        264       $  7,972,007

Proceeds from sale of stock                        $14,153,895                                              14,153,895

Net loss for six months ended
June 30, 1998 (unaudited)                                           (1,446,459)                             (1,446,459)

Other comprehensive income, net of tax:
   Unrealized gains/losses on securities                                                    (19,684)           (19,684)
                                                                                            --------         ----------
     Other comprehensive income                                                             (19,684)           (19,684)
                                                                                            --------         ----------

Comprehensive Income                                                                                        (1,466,143)

                                                   -----------    -------------         ------------       -----------
Balance, June 30, 1998                             $22,291,163    $ (1,611,984)         $   (19,420)       $20,659,759
                                                   ===========    =============         ============       ===========
</TABLE>
                                                             6

<PAGE>
                            MACATAWA BANK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 June 30, 1998 (unaudited) and December 31, 1997
- --------------------------------------------------------------------------------


NOTE 1 BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information  and with the  instructions  to Form  10-QSB and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals)  considered  necessary for a fair
presentation  have been included.  Operating results for the three and six month
periods ended June 30, 1998, are not necessarily  indicative of the results that
may be expected for the year ended December 31, 1998.  For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's  Registration  Statement on Form SB-2 containing audited financial
statements  for the  period  from  May 21,  1997  (date of  inception),  through
December 31, 1997.


NOTE 2 COMPUTATION OF EARNINGS PER SHARE

     Basic  earnings  (loss) per share is based on net income (loss)  divided by
the weighted average number of shares outstanding during the period.


NOTE 3 PRINCIPLES OF CONSOLIDATION

     The accompanying  consolidated financial statements include the accounts of
Macatawa Bank  Corporation  (the  "Company),  and its  wholly-owned  subsidiary,
Macatawa  Bank  (the  "Bank").   All  significant   intercompany   accounts  and
transactions have been eliminated in consolidation.


NOTE 4 INITIAL PUBLIC OFFERING

     The Company  completed its initial  public  offering on April 7, 1998.  The
Company issued  1,495,000 shares of common stock in the initial public offering,
resulting  in net  proceeds  to the Company of  $14,153,895,  subject to further
adjustment based upon the final actual expenses incurred.


NOTE 5 COMPARATIVE DATA

     The Company  became the bank holding  company for Macatawa Bank on February
23, 1998, when all of the Bank's outstanding common stock was converted into all
of the  outstanding  stock of the  Company  and all of the  Bank's  shareholders
became all of the Company's shareholders. The Bank had commenced its application
process for regulatory  approval on May 21, 1997,  completed its initial sale of
common  stock on November 7, 1997,  and opened for  operations  on November  25,
1997.  Comparable statements of income and cash flows for the comparable periods
ended June 30,  1997,  have not been  presented  since the  Company had not been
incorporated and did not have operations during that period.


                                        7
<PAGE>
                            MACATAWA BANK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 June 30, 1998 (unaudited) and December 31, 1997

- --------------------------------------------------------------------------------


NOTE 6 - SECURITIES

The amortized cost and fair values of securities were as follows:
<TABLE>
Available for Sale

                                                                       Gross              Gross
                                                     Amortized       Unrealized         Unrealized             Fair
                                                       Cost            Gains              Losses              Values
<S>                                                <C>            <C>                 <C>                  <C>
June 30, 1998 (Unaudited)
   U.S. Treasury securities and
     obligations of U.S. Government
     corporation and agencies                      $16,000,000    $          0        $    (29,425)        $15,970,575
                                                   ===========    ============        =============        ===========

December 31, 1997
   U.S. Treasury securities and
     obligations of U.S. Government
     corporations and agencies                     $ 2,000,000    $        400        $          0         $ 2,000,400
                                                   ===========    ============        =============        ===========
</TABLE>

Contractual  maturities of debt securities at June 30, 1998, were as follows. No
held-to-maturity  securities existed at June 30, 1998.  Expected  maturities may
differ from contractual  maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
<TABLE>
                                               Available-for-Sale Securities
                                                  Amortized             Fair
                                                     Cost              Values
     <S>                                        <C>               <C>
     Due from 1999 to 2002                         $8,000,000        $7,988,800
     Due from 2003 to 2007                          8,000,000         7,981,775
                                                -------------     -------------
                                                  $16,000,000       $15,970,575
                                                =============     =============
</TABLE>









- --------------------------------------------------------------------------------

                                   (Continued)


                                        8
<PAGE>
                            MACATAWA BANK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 June 30, 1998 (unaudited) and December 31, 1997

- --------------------------------------------------------------------------------


NOTE 7 - LOANS

Loans are as follows:
<TABLE>
                                                   June 30,           December 31,
                                                    1998                  1997
                                                 (Unaudited)
<S>                                             <C>                   <C>
Commercial                                      $ 36,975,857          $ 130,000
Mortgage                                          14,863,428            207,245
Consumer                                           8,535,275            160,459
                                                ------------         ----------
                                                  60,374,560            497,704
Allowance for loan losses                           (910,000)            (7,500)
                                                ------------         ----------
                                                $ 59,464,560         $  490,204
                                                ============         ==========
</TABLE>

Activity in the allowance for loan losses is as follows:
<TABLE>
                                                                                 Period from
                                                             Six                    May 21,
                                                            months           (date of inception)
                                                             ended                 through
                                                            June 30,             December 31,
                                                             1998                   1997
                                                          (Unaudited)
     <S>                                                  <C>                   <C>
     Balance at beginning of period                       $    7,500            $        0
       Provision charged to operating expense                902,500                 7,500
                                                          ----------            ----------

     Balance at end of period                             $ 910,000             $    7,500
                                                          =========             ==========
</TABLE>


- --------------------------------------------------------------------------------


                                   (Continued)

                                        9
<PAGE>
                            MACATAWA BANK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 June 30, 1998 (unaudited) and December 31, 1997

- --------------------------------------------------------------------------------


NOTE 8 - PREMISES AND EQUIPMENT - NET

Premises and equipment are as follows:
<TABLE>
                                                            Accumulated           Carrying
                                             Cost           Depreciation            Value
<S>                                     <C>                 <C>                <C>
June 30, 1998 (unaudited)
  Land                                  $   334,401                  --        $   334,401
  Building and improvements               1,071,165         $   (19,726)         1,051,439
  Furniture and equipment                 1,182,073             (65,724)         1,116,349
                                        -----------         -----------        -----------
                                        $ 2,587,639         $   (85,450)       $ 2,502,189

December 31, 1997
  Building and improvements             $   196,761         $    (1,055)       $   195,706
  Furniture and equipment                   490,815              (4,714)           486,101
                                        -----------         -----------        -----------
                                        $   687,576         $    (5,769)       $   681,807
                                        ===========         ===========        ===========
</TABLE>


NOTE 9 - DEPOSITS

Deposits are summarized as follows:
<TABLE>
                                                        June 30,            December 31,
                                                          1998                  1997
<S>                                                    <C>                 <C>
Noninterest-bearing demand deposit accounts            $10,411,954         $   245,812
Money market accounts                                   28,189,692           1,173,742
NOW and Super NOW accounts                               8,984,123             628,653
Savings accounts                                         2,829,834             146,973
Certificates of deposit                                 12,205,334             517,043
                                                       -----------         -----------
                                                       $62,620,937         $ 2,712,223
                                                       ===========         ===========
</TABLE>

- --------------------------------------------------------------------------------


                                   (Continued)


                                       10
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

General

     Macatawa Bank Corporation (the "Company") is a Michigan  corporation and is
the bank holding  company for Macatawa  Bank (the  "Bank").  The Bank  commenced
operations  on November 25,  1997.  The Bank is a Michigan  chartered  bank with
depository  accounts insured by the Federal Deposit Insurance  Corporation.  The
Bank  provides  a full  range  of  commercial  and  consumer  banking  services,
primarily in the  communities of Holland and Zeeland,  Michigan,  as well as the
surrounding market area primarily located in Ottawa County, Michigan.

     The Company's  initial plan of operation  was to establish  its  management
team within the first few months of its operations.  Management believes that it
has  been  successful  in  establishing  its  management  team  and  that it can
administer  the  Company's  growth  for the next two to  three  years,  with the
addition  of branch  managers,  tellers  and other  staff  personnel  at any new
branches that are opened.  Management  believes that it will hire  approximately
eight full time equivalent employees for each additional branch that is opened.

     The Company's plan of operation also includes  seeking out and  considering
locations for additional  branches in its market area.  Management believes that
multiple  branches make the Bank more convenient to its customers and assist the
Bank in attracting additional depositors and borrowers. The Bank has five office
locations:  downtown Zeeland, downtown Holland, Maple Avenue in Holland, Jenison
and temporary facilities in Allendale.

     The Bank has  purchased  undeveloped  real estate in  Allendale,  Michigan,
where the Bank intends to build a branch.  In addition,  the Bank has  purchased
real estate and has agreed to purchase an adjacent  parcel located at the corner
of Washington and State Streets in Zeeland, Michigan, where the Bank proposes to
build a full  service  branch  office,  subject to the receipt of the  necessary
regulatory  approvals.  The Bank  has also  purchased  undeveloped  real  estate
located at 26 Lakewood Boulevard in Holland,  Michigan,  where the Bank proposes
to open a  branch  office,  subject  to  receipt  of the  necessary  zoning  and
regulatory  approvals.  The Bank has leased  undeveloped  real estate located at
16th Street and Waverly in Holland,  Michigan, where the Bank has begun building
a full service  branch  office,  subject to receipt of the necessary  zoning and
regulatory approvals.

Financial Condition

     Total assets of the Company increased by $72,797,305 or 679% to $83,519,498
at June 30, 1998, from  $10,722,193 at December 31, 1997. The increase in assets
is primarily  attributable to the Bank continuing to attract  customer  deposits
and then lending and otherwise investing these funds. The second quarter of 1998
was the Company's  second full quarter of operations,  and the number of deposit
accounts  increased  from 465 at December 31, 1997,  to more than 7,500  deposit
accounts at June 30, 1998. In addition,  the Company completed an initial public
offering of common stock on April 7, 1998, which resulted in net proceeds to the
Company of $14,153,895 and an increase in total assets. The Company  anticipates
that the Bank's assets will continue to increase during 1998,  which will be the
Bank's first full year of  operations.  However,  there can be no assurance that
the rate of  increase  will be as rapid as it was during the first six months of
1998.

     Cash and cash equivalents, which includes federal funds sold and short-term
investments,  decreased $2,981,609 or 40.2% to $4,433,511 at June 30, 1998, from
$7,415,120  at December 31, 1997.  The decrease is the result of the increase in
the investment and loan portfolios since December 31, 1997.

                                       11
<PAGE>
     Securities   available  for  sale   increased   $13,970,175  or  698.4%  to
$15,970,575 at June 30, 1998 from  $2,000,400 at December 31, 1997. The increase
is the result of the  investment  of customer  deposits  that have been obtained
since December 31, 1997.

     The   allowance  for  loan  losses  as  of  June  30,  1998  was  $910,000,
representing  approximately 1.5% of gross loans outstanding,  compared to $7,500
at December 31, 1997.  Macatawa Bank has not experienced any credit losses as of
June 30, 1998.

     Bank premises and equipment increased by $1,820,382 or 267.0% to $2,502,189
at June 30, 1998 from $681,807 at December 31, 1997. The increase  resulted from
the  purchase of the Jenison  branch  office and the purchase of the real estate
for the  proposed  Zeeland  branch  office,  as well  as  additional  furniture,
fixtures and equipment necessary to operate the Bank branches.

     Other assets  increased by $388,192  from $29,991 at December 31, 1997,  to
$418,183  at June 30,  1998.  This  increase is a result of costs  incurred  for
future branch sites.

     Deposits  increased by $59,908,714  to  $62,620,937 at June 30, 1998,  from
$2,712,223  at December  31,  1997.  This was  primarily as a result of deposits
being obtained from new customers of the Bank.

Results of Operations

     The net loss for the three month and six month periods ended June 30, 1998,
was $921,251 and $1,446,459,  respectively. As of December 31, 1997, the Company
had a retained deficit of $165,525,  and as of March 31, 1998, the Company had a
retained  deficit  of  $1,611,984.  The  retained  deficit  and net  losses  are
primarily the result of provisions for loan losses, wages paid to employees, and
fees and expenses  incurred in forming the Company and  applying for  regulatory
approval for the Bank's existing and proposed branches. Management believes that
the Company will  generate a net loss for 1998 as a result of loan loss reserves
and expenditures  made to build its management team and open its main office and
branch facilities, together with the time needed to more effectively utilize its
capital and generate  loan interest and fee income by making  additional  loans.
Management  believes that the expenditures made in 1997 and 1998 will create the
infrastructure  and lay the  foundation for future growth and  profitability  in
subsequent years.

     Interest  income for the three month and six month  periods  ended June 30,
1998 was $1,174,070 and $1,517,542  respectively,  related to interest income on
securities,  loans, and interest earning deposits. Interest expense was $447,725
and  $586,108  for the three month and six month  periods  ended June 30,  1998,
respectively, related to interest incurred on interest bearing deposits.

     The Company has an allowance for loan losses of approximately 1.5% of total
loans at June 30, 1998.  The  provision  for loan losses for the three month and
six month periods  ended June 30, 1998 was $702,000 and $902,500,  respectively.
This  amount  was  provided  as a  result  of the  increase  in the  total  loan
portfolio. Management believes the current loan loss reserve is adequate.

     The main  components of  non-interest  expense were primarily  salaries and
benefits.  Non-interest  expense for the three month and six month periods ended
June 30, 1998 was $1,013,868 and  $1,547,106,  respectively.  Other  significant
components  of  non-interest   expense  consisted  of  occupancy  and  equipment
expenses, legal and accounting fees, marketing expenses, insurance and supplies.

                                       12
<PAGE>
Liquidity and Capital Resources

     The Company  obtained its initial equity capital in a private  placement by
the Bank to investors in November,  1997. The Company raised  additional  equity
capital in its initial public offering  completed April 7, 1998,  which resulted
in net proceeds of  $14,153,895.  The  Company's  plan of operation for the next
twelve months does not contemplate the need to raise  additional  capital during
that period.  Management  believes that its current  capital and liquidity  will
provide the Company  with  adequate  capital to support  its  expected  level of
deposit and loan growth and to otherwise meet its cash and capital  requirements
for at least the next two or three years.

Year 2000 Compliance

     Because many computerized systems use only two digits to record the year in
date fields (for example, the year 1998 is recorded as 98), such systems may not
be able to  accurately  process  dates  ending in the year 2000 and  after.  The
effects of the issue will vary from  system to system and may  adversely  affect
the ability of a financial  institution's  operations  as well as its ability to
prepare  financial  statements.  The Company and the Bank were organized in 1997
and the Company  acquired its computer  equipment  within the past twelve months
and has contracted with a leading supplier of information  processing  services.
The  Company has an internal  task force to assess year 2000  compliance  by the
Company and its vendors. In addition,  the Bank asks commercial  borrowers about
year  2000  compliance  as part of the  loan  application  and  review  process.
Management  does not anticipate  that the Company will incur material  operating
expenses or be required to invest heavily in computer system  improvements to be
year 2000 compliant.  Nevertheless, the inability of the Company to successfully
address year 2000 issues could result in interruptions in the Company's business
and have a material adverse effect on the Company's results of operations.

Recent Regulatory Developments

     Various  bills have been  introduced  in the Congress that would allow bank
holding companies to engage in a wider range of nonbanking activities, including
greater  authority to engage in securities and insurance  activities.  While the
scope of permissible  nonbanking  activities and the conditions  under which the
new powers  could be  exercised  varies  among the bills,  the  expanded  powers
generally  would be available to a bank holding company only if the bank holding
company and its bank subsidiaries remain well- capitalized and well-managed. The
bills also impose various  restrictions on  transactions  between the depository
institution   subsidiaries   of  bank  holding   companies  and  their  non-bank
affiliates.   These   restrictions   are  intended  to  protect  the  depository
institutions from the risks of the new nonbanking  activities  permitted to such
affiliates.  At this time,  the Company is unable to predict  whether any of the
pending  bills will be enacted and,  therefore,  is unable to predict the impact
such legislation may have on the operations of the Company and the Bank.

Forward Looking Statements

     This report contains certain forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.   The  Company  intends  such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995,  and is  including  this  statement  for  purposes  of these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and describe  future plans,  strategies  and  expectations  of the Company,  are
generally  identifiable  by use  of the  words  "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "project"  or  similar  expressions.  The  Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.  Factors which could have a material adverse affect on the
operations and future prospects of the Company and the subsidiaries include, but
are not limited to, changes in: interest rates,

                                       13
<PAGE>
general economic conditions, legislative/regulatory changes, monetary and fiscal
policies of the U.S. Government, including policies of the U.S. Treasury and the
Federal  Reserve  Board,  the quality or  composition  of the loan or investment
portfolios,  demand for loan products,  deposit flows,  competition,  demand for
financial  services  in the  Company's  market area and  accounting  principles,
policies and guidelines.  These risks and uncertainties  should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements.  Further  information  concerning the Company and its business,
including   additional  factors  that  could  materially  affect  the  Company's
financial results,  is included in the Company's filings with the Securities and
Exchange Commission.

PART II - OTHER INFORMATION


Item 1.      Legal Proceedings.

None.


Item 2.      Changes in Securities and Use of Proceeds.

None.


Item 3.      Defaults Upon Senior Securities.

None.


Item 4.      Submission of Matters to a Vote of Securities Holders.

None.

Item 5.      Other Information.

None.


Item 6.      Exhibits and Reports on Form 8-K.

    (a)  Exhibits -

         27     Financial Data Schedule
                (EDGAR version only)

    (b) Reports on Form 8K - None.


                                       14
<PAGE>
                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
as amended,  the Registrant has duly caused this Quarterly Report on Form 10-QSB
for the  quarter  ended  June  30,  1998,  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.



                                            MACATAWA BANK CORPORATION



                                            /s/ Benj. A. Smith, III
                                            Benj. A. Smith, III
                                            Chairman and Chief Executive Officer


                                            /s/ Philip J. Koning
                                            Philip J. Koning
                                            Treasurer and Secretary
                                           (Principal Accounting Officer)


DATE:    August 13, 1998

              



                                       15

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
This schedule contains summary financial information from SEC Form 10-QSB and is
qualified in its entirety by reference to such financial information.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   JUN-30-1998
<CASH>                                          3,733,511
<INT-BEARING-DEPOSITS>                                  0
<FED-FUNDS-SOLD>                                  700,000
<TRADING-ASSETS>                                        0
<INVESTMENTS-HELD-FOR-SALE>                    15,970,575
<INVESTMENTS-CARRYING>                         15,970,575
<INVESTMENTS-MARKET>                           15,970,575
<LOANS>                                        60,374,560
<ALLOWANCE>                                       910,000
<TOTAL-ASSETS>                                 83,519,498
<DEPOSITS>                                     62,620,937
<SHORT-TERM>                                            0
<LIABILITIES-OTHER>                               238,802
<LONG-TERM>                                             0
                                   0
                                             0
<COMMON>                                       22,291,163
<OTHER-SE>                                     (1,631,404)
<TOTAL-LIABILITIES-AND-EQUITY>                 83,514,498
<INTEREST-LOAN>                                   954,357
<INTEREST-INVEST>                                 563,185
<INTEREST-OTHER>                                        0
<INTEREST-TOTAL>                                1,517,542
<INTEREST-DEPOSIT>                                585,107
<INTEREST-EXPENSE>                                586,108
<INTEREST-INCOME-NET>                             931,434
<LOAN-LOSSES>                                     902,500
<SECURITIES-GAINS>                                      0
<EXPENSE-OTHER>                                 1,547,106
<INCOME-PRETAX>                                (1,446,459)
<INCOME-PRE-EXTRAORDINARY>                     (1,446,459)
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                   (1,446,459)
<EPS-PRIMARY>                                       (1.26)
<EPS-DILUTED>                                       (1.26)
<YIELD-ACTUAL>                                       2.42
<LOANS-NON>                                             0
<LOANS-PAST>                                            0
<LOANS-TROUBLED>                                        0
<LOANS-PROBLEM>                                         0
<ALLOWANCE-OPEN>                                    7,500
<CHARGE-OFFS>                                           0
<RECOVERIES>                                            0
<ALLOWANCE-CLOSE>                                 910,000
<ALLOWANCE-DOMESTIC>                              910,000
<ALLOWANCE-FOREIGN>                                     0
<ALLOWANCE-UNALLOCATED>                                 0
        


</TABLE>


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