form10q.htm

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Macatawa Bank Corporation is a Michigan corporation and a registered bank holding company. It wholly-owns Macatawa Bank, Macatawa Statutory Trust I and Macatawa Statutory Trust II. Macatawa Bank is a Michigan chartered bank with depository accounts insured by the FDIC. The Bank operates twenty-six branch offices and a lending and operational service facility, providing a full range of commercial and consumer banking and trust services in Kent County, Ottawa County, and northern Allegan County, Michigan. Macatawa Statutory Trusts I and II are grantor trusts and issued $20.0 million each of pooled trust preferred securities. These trusts are not consolidated in our Consolidated Financial Statements. For further information regarding consolidation, see the Notes to the Consolidated Financial Statements.

At June 30, 2012, we had total assets of $1.52 billion, total loans of $1.04 billion, total deposits of $1.24 billion and shareholders' equity of $102.4 million. During the second quarter of 2012, we recognized net income of $3.2 million compared to net income of $2.4 million in the second quarter of 2011. This represented our ninth consecutive quarter of profitability. As described more fully below, continued reductions in net charge-offs and nonperforming loans led to a negative loan loss provision for the most recent quarter.

In response to our losses during 2008, 2009 and the first quarter of 2010, our Board of Directors implemented additional corporate governance practices and disciplined business and banking principles, including more conservative lending principles. The focus of our management team turned from growth in our business to executing these disciplined business and banking procedures and policies designed to limit future losses, preserve capital and improve operational efficiencies. In addition, the Board of Directors added experienced members to provide further oversight and guidance. These and other efforts were reflected in our results of operations for the past two years with lower levels of charge-offs and provision for loan losses, reductions in operating expenses and reduction in balance sheet totals resulting in improvement in our regulatory capital and liquidity ratios. We successfully completed our shareholder rights offering and public offering of common stock in June 2011 resulting in net proceeds of $20.3 million and contributed $10.0 million of the proceeds from the stock offering to the Bank retaining the remaining $10.3 million at the holding company. As of June 30, 2012, the Company’s and the Bank’s regulatory capital ratios were the highest they have been since December 31, 1999. The Bank was categorized as “well capitalized at June 30, 2012.

On February 22, 2010, Macatawa Bank entered into a Consent Order with the FDIC and OFIR, the primary banking regulators of the Bank. The Company also entered into a Written Agreement with the FRB with an effective date of July 23, 2010. Upon completion of the Bank’s 2011 joint examination, the FDIC and OFIR terminated the Bank’s Consent Order effective March 2, 2012.

In connection with the termination of the Consent Order, the Bank reached an understanding with the regulators in the form of a Memorandum of Understanding (“MOU”). As of June 30, 2012, we believe that the Bank was in compliance in all material respects with all of the provisions of the MOU. As of the same date, we believe that the Company was in compliance in all material respects with all of the provisions of the Written Agreement. See Note 1 to the Consolidated Financial Statements for more information.

Additional information further describing changes in our business, including those in response to the Consent Order, MOU and the Written Agreement, are described in detail in our 2011 Annual Report on Form 10-K.

RESULTS OF OPERATIONS

Summary: Net income available to common shares for the quarter ended June 30, 2012 was $3.2 million, compared to net income of $2.4 million in the second quarter of 2011. Net income per common share on a diluted basis was $0.12 for the second quarter of 2012 and $0.13 for the second quarter of 2011. For the six months ended June 30, 2012, net income was $7.7 million, compared to $3.7 million for the same period in 2011. Net income per common share on a diluted basis for the six months ended June 30, 2012 was $0.28, compared to $0.20 for the same period in 2011.

The improvement in earnings in the second quarter and first six months of 2012 was a continuation of improvement in the past several quarters, led by a significantly lower level of net charge-offs from $2.9 million in the second quarter of 2011 to $521,000 in the second quarter of 2012. This, coupled with a decline in non-performing and impaired loan levels, resulted in a negative provision for loan losses for the most recent quarter. The provision for loan losses was a negative $1.75 million for the three month period ended June 30, 2012 compared to a negative $2.0 million for the same period in 2011. For the year to date period ended June 30, 2012, we recognized a negative $5.35 million provision compared to a negative $3.45 million provision for the same period in 2011. The increased negative provision in the six month period ended June 30, 2012 is largely attributable to a sizeable recovery recognized in the first quarter of 2012 as discussed in previous filings.

- 37 -

Index

Operating results in recent periods have been significantly impacted by the expense associated with problem loans and nonperforming assets. Apart from the provision for loan losses, expenses associated with nonperforming assets (including administration costs and losses) were $3.2 million for the second quarter of 2012 compared to $3.7 million for the second quarter of 2011. For the first half of 2012, such expenses totaled $6.2 million compared to $8.2 million for the same period in 2011. Significant valuation writedowns on other real estate owned and higher levels of legal costs associated with nonperforming assets in the first half of 2011 were the primary reasons for the change between periods. Lost interest from elevated levels of nonperforming assets was approximately $970,000 and $2.1 million, respectively, for the three and six months ended June 30, 2012 compared to $1.8 million and $3.9 million, respectively, for the three and six months ended June 30, 2011. Each of these items is discussed more fully below.

Net Interest Income: Net interest income totaled $11.3 million for the second quarter of 2012 compared to $11.8 million for the second quarter of 2011. For the first half of 2012, net interest income was $22.6 million compared to $23.4 million for the same period in 2011.

The decrease in net interest income in the second quarter of 2012 was due primarily to a $19.5 million reduction in our average interest earning assets as a result of our focus on reducing credit exposure within certain segments of our loan portfolio, liquidity improvement and capital preservation. The net interest margin was 3.32% for the second quarter of 2012 compared to 3.39% for the second quarter of 2011. Average interest earning assets decreased from $1.38 billion for the second quarter of 2011 to $1.36 billion for the same period in 2012. Our average yield on earning assets for the second quarter of 2012 decreased 39 basis points compared to the same period in 2011 from 4.47% to 4.08%. Average interest bearing liabilities decreased $66.1 million from $1.15 billion for the second quarter of 2011 to $1.09 billion for the same period in 2012. The cost of average interest bearing liabilities decreased 33 basis points compared to the same period in 2011 from 1.28% to 0.95%, which partially offset the effect of the decline in yield on earning assets.

Average interest earning assets decreased from $1.41 billion for the first six months of 2011 to $1.35 billion for the same period in 2012. Our average yield on earning assets declined 32 basis points for the first half of 2012 in comparison with the same period in 2011. Our net interest margin was 3.32% for the six month period in 2012 compared to 3.31% for the same period in 2011 primarily due a 36 basis points decline in the average cost of interest bearing liabilities as we continued to payoff wholesale funding as the individual instruments matured.

The declines in yields on interest earning assets for the three and six month periods ended June 30, 2012 were from decreases in the yield on our commercial, residential and consumer loan portfolios, which have repriced in the generally lower rate environment during this period. Our margin has been negatively impacted by our decision to hold significant balances in liquid and short-term investments during the past two years. As we deploy these balances in building our investment portfolio and booking high quality loans, we expect our margin to be positively impacted.

The declines in cost of funds for the three and six month periods ended June 30, 2012 were due to a decrease in the rates paid on our deposit accounts in response to declining market rates and the rollover of time deposits and other borrowings at lower rates within the current rate environment. Also contributing to the reduction was a shift in our deposit mix from higher costing time deposits to lower costing demand and savings accounts.

- 38 -

Index

The following table shows an analysis of net interest margin for the three month periods ended June 30, 2012 and 2011.

	For the three months ended June 30,
	2012								2011
				Interest		Average						Interest		Average
	Average			Earned		Yield			Average			Earned		Yield
	Balance			or paid		or cost			Balance			or paid		or cost
	(Dollars in thousands)
Assets
Taxable securities	$	75,987			384		2.02	%	$	16,783		$	85		2.02	%
Tax-exempt securities (1)		9,955			65		4.47	%		22			---		5.59	%
Loans (2)		1,055,624			13,237		4.98	%		1,139,593			15,194		5.29	%
Federal Home Loan Bank stock		11,236			84		2.95	%		11,764			74		2.47	%
Federal funds sold and other short-term investments		203,251			130		0.25	%		207,351			137		0.26	%
Total interest earning assets (1)		1,356,053			13,900		4.08	%		1,375,513			15,490		4.47	%

Noninterest earning assets:
Cash and due from banks		22,140								22,569
Other		127,024								115,425

Total assets	$	1,505,217							$	1,513,507

Liabilities
Deposits:
Interest bearing demand	$	223,439			86		0.15	%	$	184,989			108		0.23	%
Savings and money market accounts		419,097			505		0.48	%		373,104			527		0.57	%
Time deposits		272,149			935		1.38	%		380,743			1,781		1.88	%
Borrowings:
Other borrowed funds		132,326			672		2.01	%		174,261			943		2.14	%
Long-term debt		41,238			380		3.65	%		41,238			349		3.35	%
Total interest bearing liabilities		1,088,249			2,578		0.95	%		1,154,335			3,708		1.28	%

Noninterest bearing liabilities:
Noninterest bearing demand accounts		308,152								278,417
Other noninterest bearing liabilities		7,580								8,202
Shareholders' equity		101,236								72,553

Total liabilities and shareholders' equity	$	1,505,217							$	1,513,507

Net interest income				$	11,322							$	11,782

Net interest spread (1)							3.13	%							3.19	%
Net interest margin (1)							3.32	%							3.39	%
Ratio of average interest earning assets to average interest bearing liabilities		124.61	%							119.16	%

(1)

Yield adjusted to fully tax equivalent.

(2)

Includes non-accrual loans of approximately $24.9 million and $55.1 million for the three months ended June 30, 2012 and 2011.

- 39 -

Index

The following table shows an analysis of net interest margin for the six month periods ended June 30, 2012 and 2011.

	For the six months ended June 30,
	2012								2011
				Interest		Average						Interest		Average
	Average			Earned		Yield			Average			Earned		Yield
	Balance			or paid		or cost			Balance			or paid		or cost
	(Dollars in thousands)
Assets
Taxable securities	$	67,941			701		2.06	%	$	14,222		$	111		1.56	%
Tax-exempt securities (1)		8,075			108		4.61	%		49			1		6.66	%
Loans (2)		1,062,338			26,763		5.01	%		1,161,887			30,776		5.28	%
Federal Home Loan Bank stock		11,236			169		2.97	%		11,847			150		2.52	%
Federal funds sold and other short-term investments		203,578			257		0.25	%		218,399			305		0.25	%
Total interest earning assets (1)		1,353,168			27,998		4.12	%		1,406,404			31,343		4.44	%

Noninterest earning assets:
Cash and due from banks		21,751								22,221
Other		126,697								110,875

Total assets	$	1,501,616							$	1,539,500

Liabilities
Deposits:
Interest bearing demand	$	216,973			182		0.17	%	$	181,982			211		0.23	%
Savings and money market accounts		407,196			1,014		0.50	%		371,879			1,070		0.58	%
Time deposits		284,150			1,979		1.40	%		407,490			4,047		2.00	%
Borrowings:
Other borrowed funds		140,855			1,451		2.04	%		180,267			1,942		2.14	%
Long-term debt		41,238			770		3.70	%		41,238			693		3.35	%
Total interest bearing liabilities		1,090,412			5,396		0.99	%		1,182,856			7,963		1.35	%

Noninterest bearing liabilities:
Noninterest bearing demand accounts		305,742								278,706
Other noninterest bearing liabilities		7,082								7,189
Shareholders' equity		98,380								70,749

Total liabilities and shareholders' equity	$	1,501,616							$	1,539,500

Net interest income				$	22,602							$	23,380

Net interest spread (1)							3.13	%							3.09	%
Net interest margin (1)							3.32	%							3.31	%
Ratio of average interest earning assets to average interest bearing liabilities		124.10	%							118.90	%

(1)	Yield adjusted to fully tax equivalent.

(2)	Includes non-accrual loans of approximately $28.1 million and $64.2 million for the six months ended June 30, 2012 and 2011.

- 40 -

Index

Provision for Loan Losses: The provision for loan losses for the second quarter of 2012 was a negative $1.75 million compared to a negative $2.0 million for the second quarter of 2011. The negative provisions in both periods were the result of continued significant declines in the level of net charge-offs, reduction in the balances and required reserves on nonperforming loans, and stabilizing real estate values on problem credits. The provision for loan losses for the first half of 2012 was a negative $5.4 million, compared to a negative $3.45 million for the same period in 2011. The larger negative provision in the first half of 2012 was primarily associated with a $4.4 million recovery on a previously charged-off loan in the first quarter of 2012.

Net charge-offs were $521,000 for the second quarter of 2012 compared to $2.9 million for the second quarter of 2011. The charge-offs for each period have largely been driven by declines in the value of real estate securing our loans. The pace of the decline in real estate value, however, has been slowing, translating into a decline in charge-offs. We are also experiencing positive results from our collection efforts with recoveries increasing as evidenced by the $4.4 million recovery collected in the first quarter of 2012. For the second quarter of 2012, recoveries were $378,000 compared to $1.6 million for the same period in 2011. For the six months ended June 30, 2012 we experienced net recoveries of $889,000 compared to net charge-offs of $6.5 million for the same period in 2011 due to the large recovery collected in the first quarter of 2012. For the six months ended June 30, 2012, recoveries totaled $5.3 million, compared to $2.1 million for the same period in 2011. While we expect our collection efforts to produce further recoveries, the amount achieved in the first quarter of 2012 was unusually high and may not recur at this level in future quarters.

We have also experienced a decline in the pace of commercial loans migrating to a worse loan grade, which receive higher allocations in our loan loss reserve, as more fully discussed under the heading "Allowance for Loan Losses" below. In addition to experiencing fewer downgrades of credits, we continue to see an increase in the quality of some credits resulting in an improved loan grade. Over the past six quarters, we have experienced improvements in our weighted average loan grade. We believe efforts that began in late 2009 and in early 2010 to improve loan administration and loan risk management practices have had a significant impact, ultimately allowing for the reduction in the level of the provision for loan losses in 2012.

The amounts of loan loss provision in all periods presented were the result of establishing our allowance for loan losses at levels believed necessary based upon our methodology for determining the adequacy of the allowance. The sustained lower level of quarterly net charge-offs over the past several quarters had a significant effect on the historical loss component of our methodology. More information about our allowance for loan losses and our methodology for establishing its level may be found under the heading "Allowance for Loan Losses" below.

Noninterest Income: Noninterest income for the three and six month periods ended June 30, 2012 increased to $4.0 million and $7.7 million, respectively, from $3.6 million and $7.3 million, respectively, for the same periods in 2011. The components of noninterest income are shown in the table below (in thousands):

	Three Months Ended June 30, 2012		Three Months Ended June 30, 2011		Six Months Ended June 30, 2012		Six Months Ended June 30, 2011

Service charges and fees on deposit accounts	$	776	$	969	$	1,571	$	1,917
Net gains on mortgage loans		780		262		1,251		697
Trust fees		598		620		1,207		1,270
ATM and debit card fees		1,064		1,027		2,045		1,946
Bank owned life insurance income		224		251		447		466
Investment services fees		160		254		389		487
Other income		398		233		801		512
Total noninterest income	$	4,000	$	3,616	$	7,711	$	7,295

Service charges on deposit accounts decreased for the three and six month periods ended June 30, 2012 as a result of declines in overdraft fee income, consistent with banking industry-wide trends. We recognized increases in gains on sales of mortgage loans for the second quarter of 2012 and for the first half of 2012, due in part to increased focus on growth in our residential mortgage loan origination volume. The low interest rate environment has also contributed significantly to this increase in sales volume. Trust income is down slightly for the three and six month periods ended June 30, 2012 compared to the same periods in 2011 due primarily to a decline in trust asset balances and market conditions. Income from ATM and debit card fees was up for the most recent quarter and the first half of 2012 compared to the same periods in 2011 due to increased volume of activity during 2012. The increase in other income in the three and six month periods ended June 30, 2012 compared to the same periods in 2011 was primarily attributable to rental income on other real estate owned. Rental income from these properties increased $123,000 and $237,000, respectively, for the three and six month periods ended June 30, 2012 compared to the same periods in 2011.

- 41 -

Index

Noninterest Expense: Noninterest expense decreased to $13.9 million for the three month period and decreased to $28.0 million for the six month period ended June 30, 2012, respectively, from $15.0 million and $30.4 million, respectively, for the same periods in 2011. The components of noninterest expense are shown in the table below (in thousands):

	Three Months Ended June 30, 2012		Three Months Ended June 30, 2011		Six Months Ended June 30, 2012		Six Months Ended June 30, 2011

Salaries and benefits	$	5,723	$	5,600		11,443		10,947
Occupancy of premises		941		989		1,912		2,001
Furniture and equipment		858		829		1,685		1,646
Legal and professional		180		322		392		591
Marketing and promotion		210		224		420		448
Data processing		368		334		719		638
FDIC assessment		479		841		1,188		1,819
ATM and debit card processing		308		311		596		581
Bond and D&O insurance		215		378		483		757
Administration and disposition of problem assets		3,190		3,741		6,249		8,175
Outside services		381		405		759		826
Other noninterest expense		1,033		1,023		2,146		2,004
Total noninterest expense	$	13,886	$	14,997	$	27,992	$	30,433

Several components of noninterest expense experienced a decline due to our ongoing efforts to manage expenses and scale our operations in response to prolonged economic weakness. However, our largest component of noninterest expense, salaries and benefits, increased in the second quarter of 2012 by $123,000 from the second quarter of 2011. We had 373 full-time equivalent employees at June 30, 2012 compared to 402 at June 30, 2011. The increased expense for the second quarter of 2012 was primarily attributable to increased commissions paid for mortgage origination activity, which was nearly two times greater in the second quarter of 2012 compared to the second quarter of 2011. Also, in March 2012, our board authorized a cost of living increase for the first time in several years, which resulted in an increase in compensation expense beginning in the second quarter of 2012. For the first six month period, salaries and benefits increased by $496,000 from $10.9 million in 2011 to $11.4 million in 2012. The increase for the first half of 2012 compared to the first half of 2011 is also due to the cost of living adjustments made in the second quarter of 2012 and the increased mortgage commissions from higher loan origination volume.

The next largest noninterest expense was the cost related to administration and disposition of problem assets. Costs associated with administration and disposition of problem assets include legal costs, repossessed and foreclosed property administration expense and losses on repossessed and foreclosed properties. Repossessed and foreclosed property administration expense includes survey and appraisal, property maintenance and management and other disposition and carrying costs. Losses on repossessed and foreclosed properties include both net losses on the sale of properties and unrealized losses from value declines for outstanding properties.

These costs are itemized in the following table (in thousands):

	Three Months Ended June 30, 2012		Three Months Ended June 30, 2011		Six Months Ended June 30, 2012		Six Months Ended June 30, 2011

Legal and professional – nonperforming assets	$	266	$	543	$	707	$	1,368
Repossessed and foreclosed property administration		990		1,077		2,011		2,194
Losses on repossessed and foreclosed properties		1,934		2,121		3,531		4,613
Total	$	3,190	$	3,741	$	6,249	$	8,175

Costs associated with administration and disposition of problem assets remained elevated, but has decreased in both the three and six month periods ended June 30, 2012 as compared to the same periods in 2011. For the three and six month periods ended June 30, 2012, we recognized reductions from the same periods in 2011 in each category of these costs for both the three and six month periods as we have had fewer properties moving into the problem asset category and as property values have begun to stabilize. Losses on repossessed and foreclosed properties declined by $1.1 million for the six month period ended June 30, 2012 compared to the same period in 2011. As our level of problem loans and other real estate owned continues to decrease, we believe we will experience meaningful reductions in these costs.

- 42 -

Index

FDIC assessments decreased by $362,000 to $479,000 for the second quarter of 2012 compared to $841,000 for the second quarter of 2011 as a result of our reduced level of deposits, changes to the assessment base implemented by the FDIC and due to a change in our assessment category resulting from the termination of our Consent Order effective March 2, 2012. We estimate an annual FDIC assessment cost savings of $1.2 million related to the Consent Order termination. Because the Consent Order was not terminated until March 2, 2012, we will not realize the full amount of estimated annual savings in 2012. For the six months ended June 30, 2012, our FDIC assessments were $1.2 million, compared to $1.8 million for the same period in 2011.

We realized a reduction in our bond and D&O insurance costs in the three and six month periods ended June 30, 2012 compared to the same periods of 2011 as a result of our improving financial condition and the decreased risk perceived by our insurance carriers.

Federal Income Tax Expense/Benefit: We recorded no federal income tax expense for the three and six month periods ended June 30, 2012 and 2011. Since June 30, 2009, we have concluded that a full valuation allowance must be maintained for all of our net deferred tax assets based primarily on our net operating losses in 2008, 2009 and the first quarter of 2010 and the continued challenging environment confronting banks that could negatively impact future operating results. At June 30, 2012, the valuation allowance on our net deferred tax assets totaled $21.6 million. Under certain conditions according to accounting standards, the valuation allowance may be reversed to income in future periods to the extent that the related deferred tax assets are realized or when we return to consistent, sustained profitability.

- 43 -

Index

FINANCIAL CONDITION

Summary: Due to the continuing soft economic conditions and having been under the Consent Order, in recent periods we had been focused on reducing our loan portfolio, including reducing exposure in higher loan concentration types, to improve our financial condition through increased liquidity, diversification of credit risk, improved capital ratios, and reduced reliance on non-core funding. With the successful capital raise in the second quarter of 2011, our improving financial condition and the termination of the Consent Order, we are beginning to focus on high quality, measured growth in our investment and loan portfolios.

Total assets were $1.52 billion at June 30, 2012, an increase of $12.7 million from $1.51 billion at December 31, 2011. This change reflected increases of $6.7 million in short-term investments and $41.8 million in securities available for sale, partially offset by a decline of $34.0 million in our loan portfolio. Total deposits increased $20.2 million and other borrowed funds were paid down by $21.1 million during the first half of 2012.

Federal Funds Sold and Other Short Term Investments: The $6.7 million increase in federal funds sold and other short-term investments to $218.7 million at June 30, 2012 resulted from increased levels of deposits and net repayments in our loan portfolio. We expect these balances to decrease in the second half of 2012 as we focus on loan growth and continue to rebuild our investment portfolio.

Securities Available for Sale: Securities available for sale were $96.5 million at June 30, 2012 compared to $54.7 million at December 31, 2011. We began rebuilding our investment portfolio during the second quarter of 2011. The balance at June 30, 2012 primarily consisted of U.S. agency securities, agency mortgage backed securities and various municipal investments. We expect to continue to reinvest excess liquidity and selectively rebuild our investment portfolio to continue our diversification of asset quality throughout the remainder of 2012.

Portfolio Loans and Asset Quality: Total portfolio loans declined by $34.0 million to $1.04 billion at June 30, 2012 compared to $1.07 billion at December 31, 2011. During the first six months of 2012, our commercial and consumer loan portfolios (excluding residential mortgages) decreased by $41.8 million and $6.3 million, respectively, while our residential mortgage portfolio increased by $14.1 million as a result of our initiative to increase this portfolio segment to further diversify our credit risk.

We also had a significant increase in the volume of residential mortgage loans originated for sale in the first six months of 2012 compared to the same period in 2011. Residential mortgage loans originated for sale more than doubled at $59.4 million in the first half of 2012 compared to $28.9 million for the same period in 2011. This increase was primarily due to market conditions and our focus on increasing our residential mortgage lending volume.

The decline in the commercial loan portfolio balances in recent quarters reflected the continuing weak economic conditions in West Michigan and our interest in improving the quality of our loan portfolio through reducing our exposure to these generally higher credit risk assets. We have focused our efforts on reducing our exposure to residential land development loans, diversifying our commercial loan portfolio and improving asset quality. As discussed earlier, we believe our loan portfolio has stabilized and we expect to begin measured high quality loan portfolio growth.

Commercial and commercial real estate loans still remained our largest loan segment and accounted for approximately 73% of the total loan portfolio at June 30, 2012 and 74% at December 31, 2011. Residential mortgage and consumer loans comprised approximately 27% and 26% of total loans at June 30, 2012 and December 31, 2011, respectively.

- 44 -

Index

A further breakdown of the composition of the commercial loan portfolio is shown in the table below (in thousands):

	June 30, 2012		Percent of Total Loans			December 31, 2011		Percent of Total Loans
Commercial real estate:(1)
Residential developed	$	28,464		2.7	%	$	33,829		3.2	%
Unsecured to residential developers		589		0.1			5,937		0.5
Vacant and unimproved		60,115		5.8			66,046		6.2
Commercial development		4,772		0.5			4,586		0.4
Residential improved		79,169		7.6			82,337		7.7
Commercial improved		283,293		27.3			304,070		28.4
Manufacturing and industrial		75,531		7.3			71,462		6.7
Total commercial real estate loans		531,933		51.3			568,267		53.1
Commercial and industrial		221,628		21.4			227,051		21.2
Total commercial loans	$	753,561		72.7	%	$	795,318		74.3	%

(1)

Includes both owner occupied and non-owner occupied commercial real estate.

Commercial real estate accounted for approximately 51% of the total loan portfolio at June 30, 2012 and consisted primarily of loans to business owners and developers of owner and non-owner occupied commercial properties and loans to developers of single and multi-family residential properties. In the table above, we show our commercial real estate portfolio by loans secured by residential and commercial real estate, and by stage of development. Improved loans are generally secured by properties that are under construction or completed and placed in use. Development loans are secured by properties that are in the process of development or fully developed. Vacant land loans are secured by raw land for which development has not yet begun and agricultural land.

Total commercial real estate loans declined $36.3 million since December 31, 2011 as we continued to focus on reducing our real estate loan concentrations and balances. Commercial loans secured by residential real estate, the portfolio that had created the majority of stress within our loan portfolio, declined $13.9 million. The balance of loans secured by nonresidential real estate declined $22.4 million since December 31, 2011.

The following table shows our loan origination activity for portfolio loans during the first six months of 2012, broken out by loan type and also shows average originated loan size (dollars in thousands):

	Portfolio Originations Six Months Ended June 30, 2012		Percent of Total Originations			Average Loan Size
Commercial real estate:
Residential developed	$	510		0.2	%	$	170
Unsecured to residential developers		---		---			---
Vacant and unimproved		7,791		3.5			519
Commercial development		---		---			---
Residential improved		23,964		10.9			212
Commercial improved		15,667		7.1			412
Manufacturing and industrial		11,974		5.4			599
Total commercial real estate		59,906		27.1			317
Commercial and industrial		118,779		53.7			35
Total commercial		178,685		80.8			50

Consumer:
Residential mortgage		31,349		14.2			158
Unsecured		184		0.1			18
Home equity		8,961		4.0			65
Other secured		1,974		0.9			13
Total consumer		42,468		19.2			84
Total portfolio loan originations	$	221,153		100	%		54

- 45 -

Index

Our loan portfolio is reviewed regularly by our senior management, our loan officers, and an internal loan review team that is independent of our loan originators and credit administration. An administrative loan committee consisting of senior management and seasoned lending and collections personnel meets monthly to manage our internal watch list and proactively manage high risk loans.

When reasonable doubt exists concerning collectability of interest or principal of one of our loans, that loan is placed in non-accrual status. Any interest previously accrued but not collected is reversed and charged against current earnings.

Nonperforming assets are comprised of nonperforming loans, foreclosed assets and repossessed assets. At June 30, 2012, nonperforming assets totaled $80.9 million compared to $95.4 million at December 31, 2011. Significant progress has been made to accelerate workout strategies with problem assets, leading to several properties moving to other real estate owned. Additions to other real estate owned in the first six months of 2012 were $7.7 million compared to $23.4 million of additions in the first six months of 2011. Based on the loans currently in their redemption period, we expect reduced levels of loans moving into other real estate owned in the remaining quarters of 2012. Proceeds from sales of foreclosed properties were $8.6 million in the first half of 2012 resulting in a net gain of $20,000. The volume of sales in the first half of 2011 generated proceeds of $11.3 million and a net gain of $745,000.

Nonperforming loans include loans on non-accrual status and loans delinquent more than 90 days but still accruing. As of June 30, 2012, nonperforming loans totaled $18.9 million, or 1.82% of total portfolio loans, compared to $28.9 million, or 2.70% of total portfolio loans, at December 31, 2011.

Loans for development or sale of 1-4 family residential properties comprised a large portion of nonperforming loans. They were approximately $5.8 million, or 30.7% of total nonperforming loans, at June 30, 2012 compared to $8.5 million, or 29.4% of total nonperforming loans, at December 31, 2011. The remaining balance of nonperforming loans at June 30, 2012 consisted of $5.3 million of commercial real estate loans secured by various types of non-residential real estate, $6.2 million of commercial and industrial loans, and $1.6 million of consumer and residential mortgage loans.

Foreclosed and repossessed assets include assets acquired in settlement of loans. Foreclosed assets totaled $62.0 million at June 30, 2012 compared to $66.4 million at December 31, 2011. Of this balance, there were 134 commercial real estate properties totaling approximately $56.7 million. The remaining balance was comprised of 65 residential properties totaling approximately $5.3 million. All properties acquired through or in lieu of foreclosure are initially transferred at their fair value less estimated costs to sell and then evaluated for impairment after transfer using a lower of cost or market approach. Updated property valuations are obtained at least annually on all foreclosed assets to ensure proper carrying values are maintained.

At June 30, 2012, our foreclosed asset portfolio had a weighted average age held in portfolio of 1.6 years. Below is a breakout of our foreclosed asset portfolio at June 30, 2012 by property type and the percentages by which the property has been written down since taken into our possession and the combined writedown percentage, including losses taken when the property was loan collateral (dollars in thousands):

Foreclosed Asset Property type	Carrying Value at June 30, 2012		Foreclosed Asset Writedown			Combined Writedown (Loan and Foreclosed Asset)

Single Family	$	4,013		10.0	%		45.7	%
Residential Lot		1,326		34.9	%		60.4	%
Multi-Family		462		13.8	%		40.1	%
Vacant Land		7,788		29.1	%		49.1	%
Residential Development		18,553		30.9	%		62.4	%
Commercial Office		6,002		21.0	%		51.6	%
Commercial Industrial		1,817		14.5	%		33.1	%
Commercial Improved		22,085		15.6	%		31.4	%
	$	62,046		23.2	%		49.7	%

- 46 -

Index

The following table shows the composition and amount of our nonperforming assets (dollars in thousands):

	June 30, 2012			December 31, 2011
Nonaccrual loans	$	18,852		$	26,876
Loans 90 days past due and still accruing		27			2,070
Total nonperforming loans (NPLs)		18,879			28,946
Foreclosed assets		62,046			66,438
Repossessed assets		---			---
Total nonperforming assets (NPAs)		80,925			95,384
Accruing restructured loans (ARLs) (1)		61,197			55,679
Total NPAs and ARLs	$	142,122		$	151,063

NPLs to total loans		1.82	%		2.70	%
NPAs to total assets		5.33	%		6.33	%

(1)

Comprised of approximately $45.4 million and $40.9 million of commercial loans and $15.8 million and $14.8 million of consumer loans whose terms have been restructured at June 30, 2012 and December 31, 2011, respectively. Interest is being accrued on these loans under their restructured terms as they are less than 90 days past due.

Allowance for loan losses: The allowance for loan losses at June 30, 2012 was $27.2 million, a decrease of $4.5 million, compared to $31.6 million at December 31, 2011. The balance of the allowance for loan losses represented 2.62% of total portfolio loans compared to 2.95% of total portfolio loans at December 31, 2011. While this ratio decreased, the allowance for loan losses to nonperforming loan coverage ratio continued to increase, from 109.31% at December 31, 2011 to 143.97% at June 30, 2012.

The continued reduction in net charge-offs over the past several quarters had a significant effect on the historical loss component of our allowance for loan loss computation as did the improvements in our credit quality metrics. The table below shows the changes in these metrics over the past five quarters:

(in millions)	Quarter Ended June 30, 2012		Quarter Ended March 31, 2012			Quarter Ended December 31, 2011		Quarter Ended September 30, 2011		Quarter Ended June 30, 2011

Commercial loans	$	753.6	$	773.1		$	795.3	$	819.6	$	836.6
Nonperforming loans		18.9		23.5			28.9		35.0		40.4
Other real estate owned and repo assets		62.0		66.2			66.4		66.5		65.4
Total nonperforming assets		80.9		89.7			95.4		101.5		105.9
Net charge-offs (recoveries)		0.5		(1.4	)		3.2		1.4		2.9
Total delinquencies		6.9		8.9			13.1		20.7		30.4

Nonperforming loans have continually declined since the first quarter of 2010 to $18.9 million at June 30, 2012, which was our lowest level of nonperforming loans since the second quarter of 2007. As discussed earlier, we had net charge-offs of $521,000 for the second quarter of 2012, compared to the second quarter of 2011 when we incurred $2.9 million in net charge-offs. Our total delinquencies have continued to decline, from $30.4 million at June 30, 2011 to just $6.9 million at June 30, 2012.

As discussed earlier, the sustained reduced level of quarterly net charge-offs has had a significant effect on our 18 month historical loss ratios, which are the base for our allowance for loan loss computation. The change in the 18 month historical loss ratios from December 31, 2011 to June 30, 2012 reduced the historical loss allocations in our allowance computation by $1.0 million for the quarter ended June 30, 2012 and by $1.6 million for the six months ended June 30, 2012.

These factors all provide for a reduction in our provision for loan losses. The provision for loan losses increased $250,000 to a negative $1.75 million for the three months ended June 30, 2012 compared to a negative $2.0 million for the same period of 2011. For the first six month periods, the provision decreased $1.9 million from a negative $3.45 million in 2011 to a negative $5.35 million in 2012. Net charge-offs were $521,000 for the three months ended June 30, 2012 compared to $2.9 million for the same period in 2011. For the first half of 2012, we had net recoveries of $889,000 compared to net charge-offs of $6.5 million for the same period in 2011. The ratio of net charge-offs to average loans was 0.20% on an annualized basis for the second quarter of 2012, compared to 1.19% for the fourth quarter of 2011 and 1.01% for the second quarter of 2011.

- 47 -

Index

We are encouraged by the continued reduced level of charge-offs over recent quarters. We do, however, recognize that future chargeoffs and resulting provisions for loan losses are expected to be impacted by the timing and extent of changes in the overall economy and the real estate markets. We believe we have seen some stabilization in the pace of decline in economic conditions and real estate markets. However, we expect it to take additional time for sustained improvement in the economy and real estate markets in order for us to reduce our non-performing and impaired loans to acceptable levels.

Our allowance for loan losses is maintained at a level believed appropriate based upon our monthly assessment of the probable estimated losses inherent in the loan portfolio. Our methodology for measuring the appropriate level of allowance and related provision for loan losses relies on several key elements, which include specific allowances for loans considered impaired, general allowance for commercial loans not considered impaired based upon applying our loan rating system, and general allocations based on historical trends for homogeneous loan groups with similar risk characteristics.

Overall, impaired loans decreased to $80.9 million at June 30, 2012, from $84.6 million at December 31, 2011. The specific allowance for impaired loans increased $870,000 to $10.5 million, or 12.9% of total impaired loans, at June 30, 2012 compared to $9.6 million, or 11.3% of total impaired loans, at December 31, 2011. The decrease in impaired loans was primarily attributable to loans migrating to other real estate owned, loan payoffs and upgrades more than offsetting loans moving into an impaired status. Charge-offs totaling $2.3 million had previously been taken on these impaired loans, bringing the balance to $80.9 million as of June 30, 2012. Combined with the $10.5 million of specific reserves at June 30, 2012, these loans have been written down 15.8%.

The general allowance allocated to commercial loans that were not considered to be impaired was based upon the internal risk grade of such loans. We use a loan rating method based upon an eight point system. Loans are stratified between real estate secured and non real estate secured. The real estate secured portfolio is further stratified by the type of real estate. Each stratified portfolio is assigned a loss allocation factor. A higher numerical grade assigned to a loan category generally results in a greater allocation percentage. Changes in risk grade of loans affect the amount of the allowance allocation.

The determination of our loss factors is based upon our actual loss history by loan grade and adjusted for significant factors that, in management's judgment, affect the collectability of the portfolio as of the analysis date. We use a rolling 18 month actual net chargeoff history as the base for our computation. The 18 month period ended June 30, 2012 reflected a sizeable decrease in net chargeoff experience. We addressed this volatility in the qualitative factor considerations applied in our allowance computation. Adjustments to the qualitative factors also involved consideration of different loss periods for the Bank, including 12 and 24 month periods. Considering the change in our qualitative factors and the decrease in our commercial loan portfolio balances, the general commercial loan allowance decreased to $13.9 million at June 30, 2012 compared to $18.9 million at December 31, 2011. This resulted in a general reserve percentage allocated at June 30, 2012 of 2.02% of commercial loans, a decrease from 2.61% at December 31, 2011. The qualitative component of our allowance allocated to commercial loans decreased from $14.3 million at December 31, 2011 to $11.7 million at June 30, 2012.

Groups of homogeneous loans, such as residential real estate and open- and closed-end consumer loans, receive allowance allocations based on loan type. As with commercial loans that are not considered impaired, the determination of the allowance allocation percentage is based principally on our historical loss experience. These allocations are adjusted for consideration of general economic and business conditions, credit quality and delinquency trends, collateral values, and recent loss experience for these similar pools of loans. The homogeneous loan allowance was $2.7 million at June 30, 2012 compared to $3.1 million at December 31, 2011. The decrease was related to significant improvements in delinquencies in both residential mortgage and consumer loan portfolios.

The allowance allocations are not intended to imply limitations on usage of the allowance. The entire allowance is available for any loan losses without regard to loan type.

- 48 -

Index

Deposits and Other Borrowings: Total deposits increased $20.2 million to $1.24 billion at June 30, 2012 compared to $1.22 billion at December 31, 2011. During the first six months of 2012, we had increases in lower cost product types including a $6.4 million increase in noninterest checking, a $25.0 million increase in interest bearing checking, and a $34.3 million increase in savings and money market deposits. Partially offsetting this was a $45.4 million decrease in certificates of deposit which is our most rate sensitive category of deposits. Much of this decline in certificates of deposit was intentional and encouraged through our rate setting process in response to our high on-balance sheet liquidity.

The overall stability of in-market deposits is particularly noteworthy considering the financial challenges we have experienced, the lack of economic expansion in western Michigan and the competition for core deposit growth in our markets. We believe the stability in balances of personal and business checking and savings accounts was primarily attributable to our focus on quality customer service, the desire of customers to deal with a local bank, the convenience of our maturing branch network and the breadth and depth of our product line. A provision of the Dodd-Frank Act went into effect on July 21, 2011 eliminating the prohibition of payment of interest on commercial checking accounts. This change may impact the shift of noninterest bearing checking accounts in future periods.

Other borrowed funds, consisting of Federal Home Loan Bank advances, decreased $21.1 million during the first six months of 2012 as a result of scheduled maturities.

Accrued expenses and other liabilities: Accrued expenses and other liabilities increased $5.6 million to $12.0 million at June 30, 2012 compared to $6.5 million at December 31, 2011. The primary reason for the increase was a liability of $4.7 million created at June 30, 2012 to account for securities purchased at June 30, 2012 that settled in early July 2012.

CAPITAL RESOURCES

Total shareholders' equity of $102.4 million at June 30, 2012 increased $8.0 million from $94.4 million at December 31, 2011. The increase was primarily from net income of $7.7 million earned in the first six months of 2012.

Our regulatory capital ratios improved again in the second quarter of 2012 and the Bank was categorized as “well capitalized” at June 30, 2012. The following table shows our regulatory capital ratios (on a consolidated basis) for the past several quarters:

	June 30, 2012			March 31, 2012			Dec 31, 2011			Sept 30, 2011			June 30, 2011			March 31, 2011			Dec 31, 2010

Total capital to risk weighted assets		14.2	%		13.7	%		13.2	%		12.9	%		12.7	%		10.3	%		9.7	%

Tier 1 capital to average assets		9.0	%		8.8	%		8.3	%		8.1	%		8.1	%		5.8	%		5.8	%

Approximately $33.8 million of the $40.0 million of trust preferred securities outstanding at June 30, 2012 qualified as Tier 1 capital. The remaining $6.2 million qualified as Tier II capital, a component of total risk-based capital. The ratios have increased each quarter since March 31, 2010 due to declines in risk weighted assets, positive earnings for each quarter and the stock offering completed in the second quarter of 2011.

We continued to suspend payments of cash dividends on our preferred stock during the quarter and until further action by the Board of Directors. During any period that we do not declare and pay cash dividends on our preferred stock, we may not declare and pay cash dividends on our common stock. During the quarter, we also continued to exercise our right to defer interest payments on our trust preferred securities for 20 consecutive quarters or until such earlier time as is determined by further action of the Board of Directors. During any deferral period, we may not declare or pay any dividends on our common stock or preferred stock or make any payment on any outstanding debt obligations that rank equally with or junior to the trust preferred securities.

LIQUIDITY

Liquidity of Macatawa Bank: The liquidity of a financial institution reflects its ability to manage a variety of sources and uses of funds. Our Consolidated Statements of Cash Flows categorize these sources and uses into operating, investing and financing activities. We primarily focus on developing access to a variety of borrowing sources to supplement our deposit gathering activities and provide funds for our investment and loan portfolios. Our sources of liquidity include our borrowing capacity with the FRB's discount window, the Federal Home Loan Bank, federal funds purchased lines of credit and other secured borrowing sources with our correspondent banks, loan payments by our borrowers, maturity and sales of our securities available for sale, growth of our deposits and deposit equivalents, federal funds sold, and the various capital resources discussed above.

- 49 -

Index

Liquidity management involves the ability to meet the cash flow requirements of our customers. Our customers may be either borrowers with credit needs or depositors wanting to withdraw funds. Our liquidity management involves periodic monitoring of our assets considered to be liquid and illiquid, and our funding sources considered to be core and non-core and short-term (less than 12 months) and long-term. We have established parameters that monitor, among other items, our level of liquid assets to short-term liabilities, our level of non-core funding reliance and our level of available borrowing capacity. We maintain a diversified wholesale funding structure and actively manage our maturing wholesale sources to reduce the risk to liquidity shortages. We have also developed a contingency funding plan to stress test our liquidity requirements arising from certain events that may trigger liquidity shortages, such as rapid loan growth in excess of normal growth levels or the loss of deposits and other funding sources under extreme circumstances.

The Bank made significant progress during 2010 and 2011 to intentionally reduce its reliance on non-core funding sources, including brokered deposits, and remains focused on maintaining a non-core funding dependency ratio below its peer group average. During 2010, we reduced our brokered deposits by $158.4 million and other borrowed funds by $92.7 million. During 2011, we paid off $48.2 million in brokered deposits and had no such deposits outstanding at December 31, 2011 or at June 30, 2012. Since December 31, 2008, we reduced our brokered deposits by $337.8 million. We also reduced other borrowed funds by $36.7 million in 2011 and an additional $21.1 million in the first six months of 2012.

The Bank also held $218.7 million of short-term investments and had available borrowing capacity from correspondent banks of approximately $149.3 million as of June 30, 2012 to provide additional liquidity as needed.

Liquidity of Holding Company: The primary sources of liquidity for the Company are dividends from the Bank, existing cash resources and the various capital resources discussed above. Banking regulations and the laws of the State of Michigan in which our Bank is chartered limit the amount of dividends the Bank may declare to the Company in any calendar year. Under Michigan law limitations, the Bank is restricted from paying dividends to the Company until its deficit retained earnings has been restored. At June 30, 2012, the retained deficit of the Bank was approximately $22.9 million, down from its peak of $41.8 million at March 31, 2010. Throughout 2009, 2010, 2011 and the first six months of 2012, the Company has not received dividends from the Bank and we have not paid any dividends to our common shareholders. Under the MOU and the Written Agreement, the Bank and the Company may not pay any dividends without prior regulatory approval.

The Company continued to suspend payments of cash dividends on its preferred stock during 2010, 2011 and the first six months of 2012 until further action is taken by the Board of Directors. During the period that the Company does not declare and pay cash dividends on its preferred stock, it may not declare and pay cash dividends on its common stock.

During 2010, 2011 and the first six months of 2012, the Company also continued to exercise its right to defer interest payments on its trust preferred securities for 20 consecutive quarters or until such earlier time as is determined by further action of the Board of Directors. During the deferral period, the Company may not declare or pay any dividends on its common stock or preferred stock or make any payment on any outstanding debt obligations that rank equally with or junior to the trust preferred securities.

In June 2011, the Company closed its shareholder rights and public offerings and conversion of our 2% Subordinated Note due 2018, resulting in the issuance of 9,404,202 shares of common stock and net proceeds of $20.3 million. The Company contributed $10.0 million of the proceeds to the Bank in 2011 and retained the remaining $10.3 million at the holding company level. The Company’s cash balance at June 30, 2012 was $10.1 million. The Company believes it has sufficient liquidity to meet its cash flow requirements for the remainder of 2012.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES:

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and future results could differ. The allowance for loan losses, other real estate owned valuation, loss contingencies and income taxes are deemed critical due to the required level of management judgment and the use of estimates, making them particularly subject to change.

Our methodology for determining the allowance for loan losses and the related provision for loan losses is described above in the "Allowance for Loan Losses" discussion. This area of accounting requires significant judgment due to the number of factors which can influence the collectability of a loan. Unanticipated changes in these factors could significantly change the level of the allowance for loan losses and the related provision for loan losses. Although, based upon our internal analysis, and in our judgment, we believe that we have provided an adequate allowance for loan losses, there can be no assurance that our analysis has properly identified all of the probable losses in our loan portfolio. As a result, we could record future provisions for loan losses that may be significantly different than the levels that we recorded in the periods presented in the consolidated financial statements that are a part of this report.

- 50 -

Index

Assets acquired through or instead of foreclosure, primarily other real estate owned, are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. New real estate appraisals are generally obtained at the time of foreclosure and are used to establish fair value. If fair value declines, a valuation allowance is recorded through expense. Estimating the initial and ongoing fair value of these properties involves a number of factors and judgments including holding time, costs to complete, holding costs, discount rate, absorption and other factors.

Loss contingencies are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. This, too, is an accounting area that involves significant judgment. Although, based upon our judgment, internal analysis, and consultations with legal counsel we believe that we have properly accounted for loss contingencies, future changes in the status of such contingencies could result in a significant change in the level of contingent liabilities and a related impact to operating earnings.

Our accounting for income taxes involves the valuation of deferred tax assets and liabilities primarily associated with differences in the timing of the recognition of revenues and expenses for financial reporting and tax purposes. At June 30, 2012, we had gross deferred tax assets of $24.4 million, gross deferred tax liabilities of $2.8 million and a valuation allowance of $21.6 million for the entire amount of net deferred tax assets. Accounting standards require that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a "more likely than not" standard. Based upon a number of factors, including our net operating losses in recent years and the challenging environment currently confronting banks that could negatively impact future operating results, we concluded that we needed to continue to maintain a valuation allowance during the second quarter of 2012 for our net deferred tax assets. Changes in tax laws, changes in tax rates, changes in ownership and our future level of earnings can impact the ultimate realization of our net deferred tax asset as well as the valuation allowance that we established.

- 51 -

Index

Item 4:

CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of June 30, 2012, the end of the period covered by this report.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company's are designed to do, and management necessarily was required to apply its judgment in evaluating whether the benefits of the controls and procedures that the Company adopts outweigh their costs.

Our CEO and CFO, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

(b)	Changes in Internal Controls. During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

- 52 -

Index

Item 6.

Exhibits.

3.1	Restated Articles of Incorporation. Previously filed with the Commission on April 28, 2011 in Macatawa Bank Corporation’s Quarterly Report on Form 10-Q, Exhibit 3.1. Here incorporated by reference.

3.2	Bylaws. Previously filed with the Commission on November 24, 2009 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 3.1. Here incorporated by reference.

3.3	Certificate of Designation of Series A Noncumulative Convertible Perpetual Preferred Stock. Previously filed with the Commission on November 5, 2008 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 4.1. Here incorporated by reference.

3.4	Certificate of Designation of Series B Noncumulative Convertible Perpetual Preferred Stock. Previously filed with the Commission on July 2, 2009 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 4.1. Here incorporated by reference.

4.1	Restated Articles of Incorporation. Exhibit 3.1 is here incorporated by reference.

4.2	Bylaws. Exhibit 3.2 is here incorporated by reference.

4.3	Certificate of Designation of Series A Noncumulative Convertible Perpetual Preferred Stock. Exhibit 3.3 is here incorporated by reference.

4.4	Certificate of Designation of Series B Noncumulative Convertible Perpetual Preferred Stock. Exhibit 3.4 is here incorporated by reference.

4.5	First Amended Settlement and Release and Warrant Issuance Agreement dated January 30, 2009. Previously filed with the Commission on January 30, 2009 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 10.1. Here incorporated by reference.

4.6	Second Amendment to Settlement and Release and Warrant Issuance Agreement dated April 30, 2009. Previously filed with the Commission on May 8, 2009 in Macatawa Bank Corporation's Quarterly Report on Form 10-Q, Exhibit 10. Here incorporated by reference.

4.7	Warrant Agreement between the Company and Registrar and Transfer Company dated June 16, 2009. Previously filed with the Commission on June 19, 2009 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 4.1. Here incorporated by reference.

4.8	Warrant Agreement Addendum between the Company and Registrar and Transfer Company dated July 27, 2009. Previously filed with the Commission on July 31, 2009 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 4.1. Here incorporated by reference.

4.9	Form of Warrant Certificate (first series). Previously filed with the Commission on June 19, 2009 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 4.2. Here incorporated by reference.

4.10	Form of Warrant Certificate (second series). Previously filed with the Commission on July 31, 2009 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 4.2. Here incorporated by reference.

- 53 -

Index

4.11	Form of 11% Subordinated Note Due 2017. Previously filed with the Commission on July 2, 2009 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 4.2. Here incorporated by reference.

4.12	Form of Subscription Rights Certificate. Previously filed with the Commission on May 11, 2011 in Macatawa Bank Corporation's Amendment No. 2 to Form S-1 registration statement, Exhibit 4.13. Here incorporated by reference.

4.13	Form of 2% Subordinated Note Due 2018. Previously filed with the Commission on April 22, 2011 in Macatawa Bank Corporation's Current Report on Form 8-K, Exhibit 4.1. Here incorporated by reference.

4.14	Long-Term Debt. The registrant has outstanding long-term debt which at the time of this report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the SEC upon request.

31.1	Certification of Chief Executive Officer.

31.2	Certification of Chief Financial Officer.

32.1	Certification pursuant to 18 U.S.C. Section 1350.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

- 54 -

Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MACATAWA BANK CORPORATION

	/s/ Ronald L. Haan
	Ronald L. Haan
	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Jon W. Swets
	Jon W. Swets
	Senior Vice President and
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Dated: July 26, 2012

- 55 -

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

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x
		(Do not check if smaller reporting company)

		Page
		Number

Part I.	Financial Information:

	Item 1.
	Consolidated Financial Statements	4
	Notes to Consolidated Financial Statements	9

	Item 2.
	Management's Discussion and Analysis of Financial Condition and Results of Operations	37

	Item 4.
	Controls and Procedures	52

Part II.	Other Information:

	Item 6.
	Exhibits	53

Signatures		55

	June 30,			December 31,
(dollars in thousands, except per share data)	2012			2011
ASSETS
Cash and due from banks	$	25,673		$	30,971
Federal funds sold and other short -term investments		218,721			212,071
Cash and cash equivalents		244,394			243,042

Securities available for sale, at fair value		96,518			54,746
Securities held to maturity (fair value 2012 and 2011 - $300)		300			300
Federal Home Loan Bank (FHLB) stock		11,236			11,236
Loans held for sale, at fair value		6,630			1,026
Total loans		1,036,965			1,070,975
Allowance for loan losses		(27,180	)		(31,641	)
Net loans		1,009,785			1,039,334

Premises and equipment – net		54,534			55,358
Accrued interest receivable		3,525			3,595
Bank-owned life insurance		26,404			25,957
Other real estate owned		62,046			66,438
Other assets		4,963			6,635
Total assets	$	1,520,335		$	1,507,667

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing	$	330,626		$	324,253
Interest-bearing		904,891			891,036
Total deposits		1,235,517			1,215,289
Other borrowed funds		127,489			148,603
Long-term debt		41,238			41,238
Subordinated debt		1,650			1,650

Accrued expenses and other liabilities		12,042			6,461
Total liabilities		1,417,936			1,413,241

Commitments and contingent liabilities		---			---

Shareholders' equity
Preferred stock, no par value, 500,000 shares authorized;
Series A Noncumulative Convertible Perpetual Preferred Stock, liquidation value of $1,000 per share, 31,290 shares issued and outstanding		30,604			30,604
Series B Noncumulative Convertible Perpetual Preferred Stock, liquidation value of $1,000 per share, 2,600 shares issued and outstanding		2,560			2,560
Common stock, no par value, 200,000,000 shares authorized; 27,082,825 and 27,082,823 shares issued and outstanding at June 30, 2012 and December 31, 2011		187,709			187,709
Retained deficit		(119,154	)		(126,825	)
Accumulated other comprehensive income		680			378
Total shareholders' equity		102,399			94,426
Total liabilities and shareholders' equity	$	1,520,335		$	1,507,667

	Preferred Stock				Common		Retained			Accumulated Other Comprehensive		Total Shareholders'
(dollars in thousands, except per share data)	Series A		Series B		Stock		Deficit			Income		Equity

Balance, January 1, 2011	$	30,604	$	2,560	$	167,321	$	(132,654	)	$	11	$	67,842

Net income for six months ended June 30, 2011								3,692					3,692

Net change in unrealized gain on securities available for sale, net of tax											152		152

Net proceeds from sale of 8,912,372shares of common stock on June 7, 2011 and June 29, 2011						19,426							19,426

Conversion of subordinated note to 491,830shares of common stock on June 29, 2011						1,003							1,003

Stock compensation expense						38							38

Balance, June 30, 2011	$	30,604	$	2,560	$	187,788	$	(128,962	)	$	163	$	92,153

Balance, January 1, 2012	$	30,604	$	2,560	$	187,709	$	(126,825	)	$	378	$	94,426

Net income for six months ended June 30, 2012								7,671					7,671

Net change in unrealized gain on securities available for sale, net of tax											302		302

Balance, June 30, 2012	$	30,604	$	2,560	$	187,709	$	(119,154	)	$	680	$	102,399

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2012			2011			2012			2011
Interest income
Loans, including fees	$	13,237		$	15,194		$	26,763		$	30,776
Securities
Taxable		384			85			701			112
Tax-exempt		65			---			108			---
FHLB Stock		84			74			169			150
Federal funds sold and other short-term investments		130			137			257			305
Total interest income		13,900			15,490			27,998			31,343

Interest expense
Deposits		1,525			2,416			3,175			5,327
Debt and other borrowed funds		1,053			1,292			2,221			2,636
Total interest expense		2,578			3,708			5,396			7,963

Net interest income		11,322			11,782			22,602			23,380
Provision for loan losses		(1,750	)		(2,000	)		(5,350	)		(3,450	)
Net interest income after provision for loan losses		13,072			13,782			27,952			26,830

Noninterest income
Service charges and fees		776			969			1,571			1,918
Net gains on mortgage loans		780			262			1,251			697
Trust fees		598			620			1,207			1,270
Gain on sale of securities		59			---			59			---
ATM and debit card fees		1,064			1,027			2,045			1,946
Other		723			738			1,578			1,464
Total noninterest income		4,000			3,616			7,711			7,295

Noninterest expense
Salaries and benefits		5,723			5,600			11,443			10,947
Occupancy of premises		941			989			1,912			2,001
Furniture and equipment		858			829			1,685			1,646
Legal and professional		180			322			392			591
Marketing and promotion		210			224			420			448
Data processing		368			334			719			638
FDIC assessment		479			841			1,188			1,819
ATM and debit card processing		308			311			596			581
Bond and D&O Insurance		215			378			483			757
Losses on repossessed and foreclosed properties		1,934			2,121			3,531			4,613
Administration and disposition of problem assets		1,256			1,620			2,718			3,562
Other		1,414			1,428			2,905			2,830
Total noninterest expenses		13,886			14,997			27,992			30,433

Income before income tax		3,186			2,401			7,671			3,692
Income tax expense (benefit)		---			---			---			---

Net income		3,186			2,401			7,671			3,692
Dividends declared on preferred shares		---			---			---			---
Net income available to common shares	$	3,186		$	2,401		$	7,671		$	3,692

Basic earnings per common share	$	0.12		$	0.13		$	0.28		$	0.2
Diluted earnings per common share	$	0.12		$	0.13		$	0.28		$	0.2
Cash dividends per common share	$	---		$	---		$	---		$	---

(dollars in thousands)	Six Months Ended			Six Months Ended
	June 30,			June 30,
	2012			2011
Cash flows from operating activities
Net income	$	7,671		$	3,692
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		1,416			1,539
Stock compensation expense		---			38
Provision for loan losses		(5,350	)		(3,450	)
Origination of loans for sale		(59,412	)		(28,945	)
Proceeds from sales of loans originated for sale		55,059			31,712
Net gains on mortgage loans		(1,251	)		(697	)
Gain on sale of securities		(59	)		---
Write-down of other real estate		3,550			5,351
Net gain on sales of other real estate		(20	)		(745	)
Decrease (increase) in accrued interest receivable and other assets		1,579			(230	)
Earnings in bank-owned life insurance		(447	)		(466	)
Increase in accrued expenses and other liabilities		911			1,193
Net cash from operating activities		3,647			8,992

Cash flows from investing activities
Loan originations and payments, net		27,174			88,137
Purchases of securities available for sale		(67,461	)		(21,415	)
Proceeds from:
Maturities and calls of securities available for sale		25,613			7,988
Sale of securities available for sale		4,050			---
Principal paydowns on securities		1,035			87
Sales of other real estate		8,587			11,330
Redemption of FHLB stock		---			696
Additions to premises and equipment		(407	)		(533	)
Net cash from investing activities		(1,409	)		86,290

Cash flows from financing activities
Net increase (decrease) in in-market deposits		20,228			(39,255	)
Decrease in brokered deposits		---			(34,809	)
Proceeds from other borrowed funds		---			10,000
Repayments of other borrowed funds		(21,114	)		(21,066	)
Proceeds from issuance of subordinated note		---			1,000
Proceeds from sale of common stock, net		---			19,426
Net cash from financing activities		(886	)		(64,704	)

Net change in cash and cash equivalents		1,352			30,578
Cash and cash equivalents at beginning of period		243,042			236,127
Cash and cash equivalents at end of period	$	244,394		$	266,705
Supplemental cash flow information
Interest paid	$	4,727		$	7,446
Federal income taxes		100			---
Supplemental noncash disclosures:
Transfers from loans to other real estate		7,725			23,384
Securities purchased not settled		4,670			---
Conversion of subordinated note to 491,830 shares of common stock		---			1,003

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
June 30, 2012
Available for Sale:
U.S. Treasury and federal agency securities	$	30,283	$	248	$	(6	)	$	30,525
U.S. Agency MBS and CMOs		23,248		162		(41	)		23,369
Tax-exempt state and municipal bonds		15,304		153		(77	)		15,380
Taxable state and municipal bonds		20,920		548		(20	)		21,448
Corporate bonds and other debt securities		4,216		23		(5	)		4,234
Other equity securities		1,500		62		---			1,562
	$	95,471	$	1,196	$	(149	)	$	96,518
Held to Maturity
State and municipal bonds	$	300	$	---	$	---		$	300

December 31, 2011
Available for Sale:
U.S. Treasury and federal agency securities	$	27,408	$	205	$	---		$	27,613
U. S. Agency MBS and CMOs		3,853		33		---			3,886
Tax-exempt state and municipal bonds		4,292		116		---			4,408
Taxable state and municipal bonds		16,531		239		(54	)		16,716
Corporate bonds		1,081		1		(1	)		1,081
Other equity securities		1,000		42		---			1,042
	$	54,165	$	636	$	(55	)	$	54,746
Held to Maturity:
State and municipal bonds	$	300	$	---	$	---		$	300

	Held–to-Maturity Securities						Available-for-Sale Securities
	Amortized			Fair			Amortized			Fair
	Cost			Value			Cost			Value

Due in one year or less		$	---		$	---		$	---		$	---
Due from one to five years			---			---			30,826			31,383
Due from five to ten years			---			---			33,715			34,069
Due after ten years			300			300			29,430			29,504

		$	300		$	300		$	93,971		$	94,956

	Less than 12 Months					12 Months or More				Total
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
June 30, 2012	Value		Loss			Value		Loss		Value		Loss

U.S. Treasury and federal agency securities	$	2,014	$	(6	)	$	---	$	---	$	2,014	$	(6	)
U.S. Agency MBS and CMOs		11,532		(41	)		---		---		11,532		(41	)
Tax-exempt state and municipal bonds		7,654		(77	)		---		---		7,654		(77	)
Taxable state and municipal bonds		1,407		(20	)		---		---		1,407		(20	)
Corporate bonds and other debt securities		536		(5	)		---		---		536		(5	)
Other equity securities		---		---			---		---		---		---

Total temporarily impaired	$	23,143	$	(149	)	$	---	$	---	$	23,143	$	(149	)

	Commercial and			Commercial
Three months ended June 30, 2012:	Industrial			Real Estate			Consumer			Unallocated		Total
Beginning balance	$	7,507		$	17,565		$	4,366		$	13	$	29,451
Charge-offs		(21	)		(799	)		(79	)		---		(899	)
Recoveries		110			201			67			---		378
Provision for loan losses		(958	)		(1,728	)		900			36		(1,750	)
Ending balance	$	6,638		$	15,239		$	5,254		$	49	$	27,180

	Commercial and			Commercial
Three months ended June 30, 2011:	Industrial			Real Estate			Consumer			Unallocated		Total
Beginning balance	$	7,191		$	30,707		$	4,423		$	22	$	42,343
Charge-offs		(783	)		(3,129	)		(518	)		---		(4,430	)
Recoveries		1,083			387			94			---		1,564
Provision for loan losses		(2,000	)		(1,150	)		1,116			34		(2,000	)
Ending balance	$	5,491		$	26,815		$	5,115		$	56	$	37,477

Six months ended June 30, 2012:	Commercial and Industrial			Commercial Real Estate			Consumer			Unallocated		Total
Beginning balance	$	6,313		$	20,475		$	4,821		$	32	$	31,641
Charge-offs		(989	)		(2,506	)		(901	)		---		(4,396	)
Recoveries		280			4,885			120			---		5,285
Provision for loan losses		1,034			(7,615	)		1,214			17		(5,350	)
Ending balance	$	6,638		$	15,239		$	5,254		$	49	$	27,180

Six months ended June 30, 2011:	Commercial and Industrial			Commercial Real Estate			Consumer			Unallocated		Total
Beginning balance	$	7,012		$	34,973		$	5,415		$	26	$	47,426
Charge-offs		(1,587	)		(5,526	)		(1,449	)		---		(8,562	)
Recoveries		1,277			637			149			---		2,063
Provision for loan losses		(1,211	)		(3,269	)		1,000			30		(3,450	)
Ending balance	$	5,491		$	26,815		$	5,115		$	56	$	37,477

	Unpaid
	Principal		Recorded		Allowance
	Balance		Investment		Allocated
With no related allowance recorded:
Commercial and industrial	$	4,819	$	2,446	$	---

Commercial real estate:
Residential developed		6,481		5,584		---
Unsecured to residential developers		---		---		---
Vacant and unimproved		2,115		1,418		---
Commercial development		217		217		---
Residential improved		5,056		4,190		---
Commercial improved		7,671		6,576		---
Manufacturing and industrial		4,496		4,496		---
		26,036		22,481		---
Consumer:
Residential mortgage		---		---		---
Unsecured		---		---		---
Home equity		200		200		---
Other secured		---		---		---
		200		200		---
	$	31,055	$	25,127	$	---

With an allowance recorded:
Commercial and industrial	$	10,383	$	10,383	$	4,230
Commercial real estate:
Residential developed		2,648		2,648		1,200
Unsecured to residential developers		---		---		---
Vacant and unimproved		2,995		2,995		651
Commercial development		---		---		---
Residential improved		9,062		9,062		789
Commercial improved		9,900		9,900		904
Manufacturing and industrial		4,815		4,815		173
		29,420		29,420		3,717
Consumer:
Residential mortgage		15,213		15,213		2,469
Unsecured		---		---		---
Home equity		786		786		51
Other secured		---		---		---
		15,999		15,999		2,520
	$	55,802	$	55,802	$	10,467

Total	$	86,857	$	80,929	$	10,467

		1		2		3		4		5		6		7		8

Commercial and industrial	$	595	$	8,447	$	56,457	$	117,015	$	27,674	$	7,593	$	9,270	$	---
Commercial real estate:
Residential developed		---		---		283		9,688		11,410		8,725		3,723		---
Unsecured to residential developers		---		---		4,773		647		177		340		---		---
Vacant and unimproved		---		---		14,707		24,344		21,362		1,918		3,715		---
Commercial development		---		---		60		2,261		1,109		1,107		49		---
Residential improved		---		121		2,650		45,813		18,642		9,968		5,143		---
Commercial improved		---		5		62,510		173,697		43,493		21,712		2,653		---
Manufacturing and industrial		---		2,242		12,209		38,533		11,344		7,000		134		---

	$	595	$	10,815	$	153,649	$	411,998	$	135,211	$	58,363	$	24,687	$	---

			Over 90
			days
	Nonaccrual		Accruing

Commercial and industrial	$	6,146	$	27
Commercial real estate:
Residential developed		5,461		---
Unsecured to residential developers		---		---
Vacant and unimproved		118		---
Commercial development		422		---
Residential improved		2,149		---
Commercial improved		2,710		---
Manufacturing and industrial		257		---
		11,117		---
Consumer:
Residential mortgage		978		---
Unsecured		21		---
Home equity		590		---
Other secured		---		---
		1,589		---

Total	$	18,852	$	27

		30-90	Greater Than		Total		Loans Not
	Days		90 Days		Past Due		Past Due		Total

Commercial and industrial	$	45	$	150	$	195	$	221,433	$	221,628

Commercial real estate:
Residential developed		312		37		349		28,115		28,464
Unsecured to residential developers		---		---		---		589		589
Vacant and unimproved		963		50		1,013		59,102		60,115
Commercial development		---		422		422		4,350		4,772
Residential improved		1,188		592		1,780		77,389		79,169
Commercial improved		269		1,159		1,428		281,865		283,293
Manufacturing and industrial		---		32		32		75,499		75,531
		2,732		2,292		5,024		526,909		531,933
Consumer:
Residential mortgage		74		686		760		170,223		170,983
Unsecured		---		---		---		1,776		1,776
Home equity		330		555		885		95,650		96,535
Other secured		---		---		---		14,110		14,110
		404		1,241		1,645		281,759		283,404
Total	$	3,181	$	3,683	$	6,864	$	1,030,101	$	1,036,965

	June 30, 2012				December 31, 2011
	Number of Loans		Outstanding Recorded Balance		Number of Loans		Outstanding Recorded Balance
Commercial and industrial		114	$	12,463		98	$	15,395
Commercial real estate		141		45,970		120		46,414
Consumer		97		15,935		90		15,373
		352	$	74,368		308	$	77,182

	Three Months Ended						Three Months Ended
	June 30, 2012						June 30, 2011
	Number of Loans		Outstanding Recorded Balance		Principal Writedown upon Modification		Number of Loans		Outstanding Recorded Balance		Principal Writedown upon Modification

Commercial and industrial		3	$	93	$	9		14	$	1,193	$	---
Commercial real estate		9		1,301		---		17		5,384		30
Consumer		2		275		---		5		759		---
		14	$	1,669	$	9		36	$	7,336	$	30

	Six Months Ended June 30, 2012						Six Months Ended June 30, 2011
	Number of Loans		Outstanding Recorded Balance		Principal Writedown upon Modification		Number of Loans		Outstanding Recorded Balance		Principal Writedown upon Modification

Commercial and industrial		13	$	1,335	$	9		62	$	2,615	$	---
Commercial real estate		39		7,698		86		48		14,954		553
Consumer		9		1,462		260		11		1,670		---
		61	$	10,495	$	355		121	$	19,239	$	553

	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011
	Number of Loans	Outstanding Recorded Balance		Number of Loans	Outstanding Recorded Balance

Commercial and industrial	156	$	27,628	195	$	27,551
Commercial real estate	85		28,906	110		37,128
Consumer	22		815	25		681
	263	$	57,349	330	$	65,360

		1		2		3		4		5		6		7		8

Commercial and industrial	$	1,275	$	11,275	$	68,452	$	115,912	$	14,159	$	4,384	$	6,171	$	---
Commercial real estate:
Residential developed		---		---		763		7,381		8,995		5,864		5,461		---
Unsecured to residential developers		---		---		---		556		33		---		---		---
Vacant and unimproved		---		---		14,608		24,981		17,349		3,059		118		---
Commercial development		---		---		---		2,420		1,104		826		422		---
Residential improved		---		119		8,704		42,294		15,331		10,572		2,149		---
Commercial improved		---		3,840		62,384		152,830		47,530		13,999		2,710		---
Manufacturing and industrial		---		2,101		17,096		35,816		11,450		8,811		257		---

	$	1,275	$	17,335	$	172,007	$	382,190	$	115,951	$	47,515	$	17,288	$	---

	June 30, 2012		December 31, 2011

Not classified as impaired	$	20,516	$	29,687
Classified as impaired		44,287		53,363

Total commercial loans classified substandard or worse	$	64,803	$	83,050

	Residential		Consumer		Home		Consumer
June 30, 2012	Mortgage		Unsecured		Equity		Other
Performing	$	170,297	$	1,776	$	95,980	$	14,110
Nonperforming		686		---		555		---
Total	$	170,983	$	1,776	$	96,535	$	14,110

	Six			Year			Six
	Months Ended			Ended			Months Ended
	June 30,			December 31,			June 30,
	2012			2011			2011

Beginning balance	$	83,663		$	68,388		$	68,388
Additions, transfers from loans and fixed assets		7,725			38,358			23,384
Proceeds from sales of other real estate owned		(8,587	)		(21,540	)		(11,330	)
Valuation allowance reversal upon sale		(1,998	)		(3,058	)		(1,730	)
Gain (loss) on sale of other real estate owned		20			1,515			745
		80,823			83,663			79,457
Less: valuation allowance		(18,777	)		(17,225	)		(14,025	)
Ending balance	$	62,046		$	66,438		$	65,432

	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2012
U.S. Treasury and federal agency securities	$	30,525	$	---	$	30,525	$	---
U.S. Agency MBS and CMOs		23,369		---		23,369		---
Tax-exempt state and municipal bonds		15,380		---		15,380		---
Taxable state and municipal bonds		21,448		---		21,448		---
Corporate bonds and other debt securities		4,234		---		4,234		---
Other equity securities		1,562		---		1,562		---
Loans held for sale		6,630		---		6,630		---

December 31, 2011
U.S. Treasury and federal agency securities	$	27,613	$	---	$	27,613	$	---
U.S. Agency MBS and CMOs		3,886		---		3,886		---
Tax-exempt state and municipal bonds		4,408		---		4,408		---
Taxable state and municipal bonds		16,716		---		16,716		---
Corporate bonds		1,081		---		1,081		---
Other equity securities		1,042		---		1,042		---
Loans held for sale		1,026		---		1,026		---

	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2012
Impaired loans	$	28,540	$	---	$	---	$	28,540
Other real estate owned		43,263		---		---		43,263

December 31, 2011
Impaired loans	$	22,525	$	---	$	---	$	22,525
Other real estate owned		39,730		---		---		39,730

	Level in	June 30, 2012						December 31, 2011
	Fair Value	Carrying			Fair			Carrying			Fair
	Hierarchy	Amount			Value			Amount			Value
Financial assets
Cash and due from banks	Level 1	$	25,673		$	25,673		$	30,971		$	30,971
Cash equivalents	Level 2		218,721			218,721			212,071			212,071
Securities held to maturity	Level 2		300			300			300			300
FHLB stock			11,236			N/A			11,236			NA
Loans, net	Level 2		981,245			987,106			1,016,809			1,024,766
Bank owned life insurance	Level 3		26,404			26,404			25,957			25,957
Accrued interest receivable	Level 2		3,525			3,525			3,595			3,595

Financial liabilities
Deposits	Level 2		(1,235,517	)		(1,235,896	)		(1,215,289	)		(1,216,452	)
Other borrowed funds	Level 2		(127,489	)		(130,922	)		(148,603	)		(151,566	)
Long-term debt	Level 2		(41,238	)		(34,861	)		(41,238	)		(34,820	)
Subordinated debt	Level 2		(1,650	)		(1,650	)		(1,650	)		(1,650	)
Accrued interest payable	Level 2		(4,186	)		(4,186	)		(3,517	)		(3,517	)

Off-balance sheet credit-related items
Loan commitments			---			---			---			---

	Advance			Weighted Average
Principal Terms	Amount		Range of Maturities	Interest Rate

June 30, 2012
Single maturity fixed rate advances	$	115,000	July 2012 to September 2016		1.69	%
Amortizable mortgage advances		12,489	March 2018 to July 2018		3.77	%
	$	127,489

2012	$	15,667
2013		1,831
2014		21,884
2015		21,938
2016		61,996
Thereafter		4,173
	$	127,489

	Actual					Minimum Required For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Regulations					Minimum Required Under MOU/Consent Order (1)
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2012
Total capital (to risk weighted assets)
Consolidated	$	157,255		14.2	%	$	88,742		8.0	%		N/A		N/A			N/A		N/A
Bank		150,545		13.6			88,731		8.0		$	110,914		10.0	%		N/A		N/A
Tier 1 capital (to risk weighted assets)
Consolidated		135,396		12.2			44,371		4.0			N/A		N/A			N/A		N/A
Bank		136,488		12.3			44,366		4.0			66,548		6.0			N/A		N/A
Tier 1 capital (to average assets)
Consolidated		135,396		9.0			60,163		4.0			N/A		N/A			N/A		N/A
Bank		136,488		9.1			60,092		4.0			75,115		5.0		$	120,184		8.0

December 31, 2011
Total capital (to risk weighted assets)
Consolidated	$	149,905		13.2	%	$	91,201		8.0	%		N/A		N/A			N/A		N/A
Bank		142,059		12.5			91,193		8.0		$	113,991		10.0	%	$	125,390		11.0	%
Tier 1 capital (to risk weighted assets)
Consolidated		125,028		11.0			45,601		4.0			N/A		N/A			N/A		N/A
Bank		127,576		11.2			45,596		4.0			68,394		6.0			N/A		N/A
Tier 1 capital (to average assets)
Consolidated		125,028		8.3			60,598		4.0			N/A		N/A			N/A		N/A
Bank		127,576		8.4			60,528		4.0			75,660		5.0			121,056		8.0