MACATAWA BANK CORP
10QSB, 1998-11-16
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 September 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 November 13, 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                                           15

                  Item 2.
                  Changes in Securities and Use of Proceeds                   15

                  Item 3.
                  Defaults Upon Senior Securities                             15

                  Item 4.
                  Submission of Matters to a Vote of Securities Holders       15

                  Item 5.
                  Other Information                                           15

                  Item 6.
                  Exhibits and Reports on Form 8-K                            15


Signatures                                                                    16

                                       -2-
<PAGE>
<TABLE>
Part I   Financial Information

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

- --------------------------------------------------------------------------------
                                                                                  September 30,          December 31,
                                                                                      1998                  1997       
                                                                                 ---------------       --------------
                                                                                   (Unaudited)
<S>                                                                              <C>                    <C>
ASSETS
   Cash and due from banks                                                       $    7,204,399         $    415,120
   Federal funds sold                                                                 8,700,000                   --
   Short-term investments                                                                    --            7,000,000
                                                                                 --------------         ------------
     Cash and cash equivalents                                                       15,904,399            7,415,120

   Securities available for sale, at fair value                                      19,124,900            2,000,400

   Total loans                                                                      102,099,185              497,704
   Allowance for loan losses                                                         (1,530,000)              (7,500)
                                                                                 --------------         ------------
                                                                                    100,569,185              490,204

   Premises and equipment - net                                                       5,123,762              681,807
   Accrued interest receivable                                                          834,392               38,532
   Organizational costs                                                                  41,337               66,139
   Other assets                                                                         156,815               29,991
                                                                                 --------------         ------------
     Total Assets                                                                  $141,754,790          $10,722,193
                                                                                 ==============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

   Deposits
     Noninterest-bearing                                                           $ 14,138,860          $   245,812
     Interest-bearing                                                               106,783,392            2,466,411
                                                                                 --------------         ------------
       Total                                                                        120,922,252            2,712,223
   Accrued expenses and other liabilities                                               755,270               37,963
                                                                                 --------------         ------------
     Total liabilities                                                              121,677,522            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 September 30, 1998, and
     December 31, 1997, respectively                                                 22,260,646            8,137,268
   Retained deficit                                                                  (2,265,812)            (165,525)
   Net unrealized appreciation (depreciation) on securities
     available for sale, net of tax                                                      82,434                  264
                                                                                 --------------         ------------
       Total shareholders' equity                                                    20,077,268            7,972,007
                                                                                 --------------         ------------
            Total liabilities and shareholders' equity                             $141,754,790          $10,722,193
                                                                                 ==============         ============
</TABLE>
- --------------------------------------------------------------------------------
           See accompanying notes to consolidated financial statements

                                       -3-
<PAGE>
<TABLE>
                            MACATAWA BANK CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                 Three and nine months ended September 30, 1998
                                   (unaudited)

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

                                                                           Three Months                     Nine
                                                                               ended                    Months ended
                                                                          September 30, 1998          September 30, 1998
                                                                            (unaudited)                  (unaudited)
<S>                                                                        <C>                        <C>
Interest Income
   Loans, including fees                                                   $ 1,776,575                 $2,730,932
   Investments                                                                 424,631                    987,816
                                                                           ------------               -----------
     Total interest income                                                   2,201,206                  3,718,748

Interest expense
   Deposits                                                                  1,054,017                  1,639,124
   Other                                                                             0                      1,001
                                                                           -----------                -----------
     Total interest expense                                                  1,054,017                  1,640,125

Net interest income                                                          1,147,189                  2,078,623

Provision for loan losses                                                     (620,000)                (1,522,500)

Net interest income after provision for loan losses                            527,189                    556,123

Noninterest income                                                             220,537                    292,250

Noninterest expense
   Salaries and benefits                                                       778,798                  1,687,802
   Occupancy expense of premises                                                93,385                    183,679
   Furniture and equipment expense                                              76,543                    151,802
   Legal and professional fees                                                  59,654                    133,340
   Advertising                                                                  66,535                    131,857
   Supplies                                                                     69,306                    145,294
   Other expense                                                               257,338                    514,886
                                                                           -----------                -----------
     Total noninterest expenses                                              1,401,554                  2,948,660

Loss before federal income tax                                                (653,828)                (2,100,287)

Federal income tax                                                                   0                          0
                                                                           -----------                -----------

Net loss                                                                    $ (653,828)               $(2,100,287)
                                                                           ===========                ===========

Basic and diluted loss per share                                                  (.27)                     (1.10)

Average shares outstanding                                                   2,435,125                  1,909,411
</TABLE>
- --------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements.

                                       -4-
<PAGE>
<TABLE>
                            MACATAWA BANK CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      Nine months ended September 30, 1998
                                   (unaudited)

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

                                                                                       Nine Months
                                                                                         ended
                                                                                  September 30, 1998
                                                                                      (Unaudited)
<S>                                                                               <C>
Cash flows from operating activities
   Net loss                                                                       $  (2,100,287)
   Adjustments to reconcile net loss to net
     cash from operating activities
       Depreciation and amortization                                                    161,226
       Provision for loan losses                                                      1,522,500
       Net change in
            Organizational costs                                                         24,802
            Accrued interest receivable and other assets                               (922,684)
            Accrued expenses and other liabilities                                      674,980
                                                                                  -------------
                 Net cash from operating activities                                     639,463

Cash flows from investing activities
   Net increase in loans                                                           (101,601,481)
   Purchase of
     Securities available for sale                                                  (21,000,000)
     Maturities and calls of securities available for sale                            4,000,000
     Premises and equipment                                                          (4,603,184)
                                                                                  -------------
       Net cash from investing activities                                          (123,204,665)

Cash flows from financing activities
   Net increase in deposits                                                         118,210,029
   Net proceeds from sale of stock                                                   14,123,378
                                                                                   ------------
       Net cash from financing activities                                           132,333,407

Net change in cash and cash equivalents                                               8,489,279

Cash and cash equivalents at beginning of period                                      7,415,120
                                                                                  -------------
Cash and cash equivalents at end of period                                         $ 15,904,399
                                                                                  =============
Supplemental disclosures of cash flow information
     Cash paid during the period for interest                                    $    1,264,719
</TABLE>
- --------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements.

                                       -5-
<PAGE>
<TABLE>
                            MACATAWA BANK CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                      Nine months ended September 30, 1998
                                   (Unaudited)

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

                                                      
                                                                                   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

Net proceeds from sale of stock      $14,123,378                                                   14,123,378

Net loss for nine months ended
September 30, 1998 (unaudited)                                (2,100,287)                          (2,100,287)

Other comprehensive income,
  net of tax:
   Unrealized gains/losses on
    securities                                                                      82,170             82,170
                                                                               -----------       ------------
     Other comprehensive income                                                     82,170             82,170
                                                                               -----------       ------------

Comprehensive Income                                                                               (1,466,143)
                                     -----------            ------------       -----------        -----------
Balance, September 30, 1998          $22,260,646            $ (2,265,812)      $    82,434        $20,077,268
                                     ===========            ============       ===========        ===========
</TABLE>
                                       -6-
<PAGE>
                            MACATAWA BANK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              September 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 nine month
periods ended September 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  $14,123,378.  Invoices  relating to
the offering paid in the third quarter totalled $30,517.


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 September 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
              September 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>
September 30, 1998 (Unaudited)
   U.S. Treasury securities and
     obligations of U.S. Government
     corporation and agencies                      $19,000,000        $124,900         $         0        $19,124,900
                                                   ===========        ========         ===========        ===========

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  September  30,  1998,  were as
follows. No held-to-maturity  securities existed at September 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      $  8,033,600
     Due from 2003 to 2007                          11,000,000        11,091,300
                                                --------------    --------------
                                                   $19,000,000       $19,124,900
                                                ==============    ==============
</TABLE>


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

                                   (Continued)

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

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


NOTE 7 - LOANS

Loans are as follows:
<TABLE>
                                                                               September 30,        December 31,
                                                                                  1998                1997        
                                                                                (Unaudited)
     <S>                                                                        <C>                <C>
     Commercial                                                                  $66,375,403       $   130,000
     Mortgage                                                                     21,485,753           207,245
     Consumer                                                                     14,238,029           160,459
                                                                                 -----------         ---------
                                                                                 102,099,185           497,704
     Allowance for loan losses                                                    (1,530,000)           (7,500)
                                                                                ------------       -----------
                                                                                $100,569,185       $   490,204
                                                                                ============       ===========
</TABLE>

Activity in the allowance for loan losses is as follows:
<TABLE>
                                                                                                       Period from
                                                                                    Nine                 May 21,
                                                                                   months          (date of inception)
                                                                                   ended                 through
                                                                               September 30,           December 31,
                                                                                     1998                   1997            
                                                                                 (Unaudited)
     <S>                                                                        <C>                  <C>
     Balance at beginning of period                                             $      7,500        $        0
       Provision charged to operating expense                                      1,522,500             7,500
                                                                                ------------        ----------

     Balance at end of period                                                   $  1,530,000        $    7,500
                                                                                ============        ==========
</TABLE>



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

                                   (Continued)

                                       -9-
<PAGE>
                            MACATAWA BANK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              September 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>
   September 30, 1998 (unaudited)
     Land                                                                $   779,822                      $    779,822
     Building and improvements                                             1,492,715      $   (42,733)       1,449,982
     Furniture and equipment                                               1,617,723         (124,264)       1,493,459
     Construction in progress                                            $ 1,400,499                         1,400,499
                                                                         ------------------------------   ------------
                                                                         $ 5,290,759     $   (166,997)     $ 5,123,762

   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>
                                                                                              September 3 December 31,
                                                                                               1998              1997
   <S>                                                                                   <C>                <C>
   Noninterest-bearing demand deposit accounts                                           $ 15,061,734      $   245,812
   Money market accounts                                                                   51,963,298        1,173,742
   NOW and Super NOW accounts                                                              13,561,098          628,653
   Savings accounts                                                                         4,917,268          146,973
   Certificates of deposit                                                                 36,341,728          517,043
                                                                                        -------------     ------------
                                                                                         $121,845,126       $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 seven full
service branch office  locations:  downtown  Zeeland,  downtown  Holland,  Maple
Avenue in Holland,  Butternut Drive in Holland, 16th Street in Holland,  Jenison
and temporary  facilities in Allendale.  In addition,  the Bank has a commercial
lending,  administration  and operations  center at 250 E. 8th Street,  Holland,
Michigan.  The Bank  also has a loan  production  office  at 348  Waverly  Road,
Holland, Michigan.

     The Bank has purchased real estate in Allendale,  Michigan, and is building
a permanent  branch  facility.  In addition,  the Bank has purchased real estate
located at the corner of  Washington  and State  Streets in  Zeeland,  Michigan,
where the Bank is building a full service branch  office.  Both of these offices
are expected to open during the fourth quarter of 1998.

Financial Condition

     Total assets of the Company  increased by  $131,032,597  to $141,754,790 at
September  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 third quarter
of 1998 was the Company's  third full quarter of  operations,  and the number of
deposit  accounts  increased  from 465 at December 31, 1997, to more than 10,000
deposit  accounts at September 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 $14,123,378.  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,  management does not believe that the rate of
increase will be as rapid as it was during the first nine months of 1998.

     Cash and cash equivalents, which includes federal funds sold and short-term
investments,  increased $8,489,279 or 114% to $15,904,399 at September 30, 1998,
from  $7,415,120  at December 31, 1997.  The increase is primarily the result of
deposit growth since December 31, 1997.

     Securities  available for sale  increased  $17,124,500  to  $19,124,900  at
September  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.

                                      -11-
<PAGE>
     Total loans increased by $101,601,481 to $102,099,185 at September 30, 1998
from $497,704 at December 31, 1997. While  management  believes that total loans
will  continue  to  increase,  the  rate  of  increase  in the  future  will  be
substantially  less than the rate of increase during the Company's first year of
operations.

     The  allowance  for loan losses as of  September  30,  1998 was  $1,530,000
representing  approximately 1.5% of gross loans outstanding,  compared to $7,500
at December 31, 1997.  Macatawa  Bank has not  experienced  any material  credit
losses as of September 30, 1998.

     Bank  premises and  equipment  increased by  $4,441,955  to  $5,123,762  at
September  30, 1998 from  $681,807 at December 31, 1997.  The increase  resulted
from the purchase of the Jenison  branch and  Butternut  Drive branch  office in
Holland,  the purchase of the real estate for the proposed Zeeland and Allendale
branch offices, and construction in progress,  as well as additional  furniture,
fixtures and equipment necessary to operate the Bank branches.

     Deposits  increased by  $118,210,029 to $120,922,252 at September 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 nine month periods ended September 30,
1998, was $653,828 and  $2,100,287,  respectively.  As of December 31, 1997, the
Company had a retained  deficit of $165,525,  and as of September 30, 1998,  the
Company  had a retained  deficit of  $2,265,812.  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  also
contributed to the retained deficit and net losses. 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 nine month periods ended September
30, 1998 was $2,201,206 and $3,718,748, respectively, related to interest income
on  securities,  loans,  and interest  earning  deposits.  Interest  expense was
$1,054,017  and  $1,640,125  for the three  month and nine month  periods  ended
September  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 September  30, 1998.  The provision for loan losses for the three month
and nine month  periods ended  September  30, 1998 was $620,000 and  $1,522,500,
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 nine month periods ended
September  30,  1998  was  $1,401,554  and   $2,948,660,   respectively.   Other
significant  components  of  non-interest  expense  consisted of  occupancy  and
equipment expenses, legal and accounting fees, marketing expenses, insurance and
supplies.

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

                                      -12-
<PAGE>
April 7, 1998,  which resulted in net proceeds of  $14,123,378.  Given the rapid
growth of the bank,  additional  equity capital may be required  within the next
year.


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,  its vendors, and major deposit customers.  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,  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

                                      -13-
<PAGE>
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.

                                      -14-
<PAGE>
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  September  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:    November 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>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   SEP-30-1998
<CASH>                                           7,204,399
<INT-BEARING-DEPOSITS>                                   0
<FED-FUNDS-SOLD>                                 8,700,000
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                     19,124,900
<INVESTMENTS-CARRYING>                          19,124,900
<INVESTMENTS-MARKET>                            19,124,900
<LOANS>                                        102,099,185
<ALLOWANCE>                                      1,530,000
<TOTAL-ASSETS>                                 141,754,790
<DEPOSITS>                                     120,922,252
<SHORT-TERM>                                             0
<LIABILITIES-OTHER>                                755,270
<LONG-TERM>                                              0
                                    0
                                              0
<COMMON>                                        22,260,646
<OTHER-SE>                                      (2,183,378)
<TOTAL-LIABILITIES-AND-EQUITY>                 141,754,790
<INTEREST-LOAN>                                  2,730,932
<INTEREST-INVEST>                                  987,816
<INTEREST-OTHER>                                         0
<INTEREST-TOTAL>                                 3,718,748
<INTEREST-DEPOSIT>                               1,639,124
<INTEREST-EXPENSE>                               1,640,125
<INTEREST-INCOME-NET>                            2,078,623
<LOAN-LOSSES>                                    1,522,500
<SECURITIES-GAINS>                                       0
<EXPENSE-OTHER>                                  2,948,660
<INCOME-PRETAX>                                 (2,100,287)
<INCOME-PRE-EXTRAORDINARY>                      (2,100,287)
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    (2,100,287)
<EPS-PRIMARY>                                        (1.10)
<EPS-DILUTED>                                        (1.10)
<YIELD-ACTUAL>                                        4.43
<LOANS-NON>                                              0
<LOANS-PAST>                                             0
<LOANS-TROUBLED>                                         0
<LOANS-PROBLEM>                                          0
<ALLOWANCE-OPEN>                                     7,500
<CHARGE-OFFS>                                            0
<RECOVERIES>                                             0
<ALLOWANCE-CLOSE>                                1,522,500
<ALLOWANCE-DOMESTIC>                             1,522,500
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                                  0
        


</TABLE>


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