NOTE 5 – FAIR VALUE (Continued)

The carrying amounts and estimated fair values of financial instruments, not previously presented, were as follows at June 30, 2014 and December 31, 2013 (dollars in thousands).

	Level in	June 30, 2014						December 31, 2013
	Fair Value	Carrying			Fair			Carrying			Fair
	Hierarchy	Amount			Value			Amount			Value
Financial assets
Cash and due from banks	Level 1	$	37,533		$	37,533		$	38,714		$	38,714
Cash equivalents	Level 2		80,432			80,432			118,178			118,178
Interest-bearing time deposits in other financial institutions	Level 2		32,500			32,555			25,000			25,003
Securities held to maturity	Level 3		19,123			19,184			19,248			19,278
FHLB stock			11,236		NA				11,236		NA
Loans, net	Level 2		1,005,988			999,331			999,176			990,084
Bank owned life insurance	Level 3		27,845			27,845			27,517			27,517
Accrued interest receivable	Level 2		3,264			3,264			3,231			3,231

Financial liabilities
Deposits	Level 2		(1,215,724	)		(1,216,410	)		(1,249,734	)		(1,250,886	)
Other borrowed funds	Level 2		(88,774	)		(89,713	)		(89,991	)		(90,321	)
Long-term debt	Level 2		(41,238	)		(35,405	)		(41,238	)		(35,098	)
Subordinated debt	Level 2		---			---			---			---
Accrued interest payable	Level 2		(303	)		(303	)		(308	)		(308	)

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

The methods and assumptions used to estimate fair value are described as follows.

Carrying amount is the estimated fair value for cash and cash equivalents, bank owned life insurance, accrued interest receivable and payable, demand deposits, short-term borrowings and variable rate loans or deposits that reprice frequently and fully. Security fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities as discussed above. For fixed rate loans, interest-bearing time deposits in other financial institutions, or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk (including consideration of widening credit spreads). Fair value of debt is based on current rates for similar financing. It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability. The fair value of off-balance sheet credit-related items is not significant.

NOTE 6 – DEPOSITS

Deposits are summarized as follows (in thousands):

	June 30,		December 31,
	2014		2013
Noninterest-bearing demand	$	383,102	$	344,550
Interest bearing demand		259,449		287,417
Savings and money market accounts		441,046		469,542
Certificates of deposit		132,127		148,225
	$	1,215,724	$	1,249,734

Approximately $51.2 million and $56.7 million in certificates of deposit were in denominations of $100,000 or more at June 30, 2014 and December 31, 2013, respectively.

- 31 -

Index

MACATAWA BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7 - OTHER BORROWED FUNDS

Other borrowed funds include advances from the Federal Home Loan Bank and borrowings from the Federal Reserve Bank.

Federal Home Loan Bank Advances

At period-end, advances from the Federal Home Loan Bank were as follows (dollars in thousands):

Principal Terms	Advance Amount		Range of Maturities	Weighted Average Interest Rate
June 30, 2014
Single maturity fixed rate advances	$	80,000	August 2016 to February 2019		1.69	%
Amortizable mortgage advances		8,774	March 2018 to July 2018		3.77	%
	$	88,774

Principal Terms	Advance Amount		Range of Maturities	Weighted Average Interest Rate
December 31, 2013
Single maturity fixed rate advances	$	80,000	August 2016 to February 2019		1.69	%
Amortizable mortgage advances		9,991	March 2018 to July 2018		3.78	%
	$	89,991

Each advance is subject to a prepayment fee if paid prior to its maturity date. Fixed rate advances are payable at maturity. Amortizable mortgage advances are fixed rate advances with scheduled repayments based upon amortization to maturity. These advances were collateralized by residential and commercial real estate loans totaling $449,977,000 and $411,715,000 under a blanket lien arrangement at June 30, 2014 and December 31, 2013, respectively.

Scheduled repayments of FHLB advances as of June 30, 2014 were as follows (in thousands):

2014	$	667
2015		1,938
2016		21,996
2017		2,055
2018		52,118
Thereafter		10,000
	$	88,774

Federal Reserve Bank borrowings

The Company has a financing arrangement with the Federal Reserve Bank. There were no borrowings outstanding at June 30, 2014 and December 31, 2013, and the Company had approximately $24.4 million and $22.7 million in unused borrowing capacity based on commercial and mortgage loans pledged to the Federal Reserve Bank totaling $28.3 million and $26.6 million at June 30, 2014 and December 31, 2013, respectively.

- 32 -

Index

MACATAWA BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 - EARNINGS PER COMMON SHARE

A reconciliation of the numerators and denominators of basic and diluted earnings per common share for the three and six month periods ended June 30, 2014 and 2013 are as follows (dollars in thousands, except per share data):

	Three Months Ended June 30, 2014		Three Months Ended June 30, 2013		Six Months Ended June 30, 2014		Six Months Ended June 30, 2013
Net income	$	2,755	$	2,603	$	5,393	$	5,077
Dividends declared on preferred shares		---		---		---		---
Net income available to common shares	$	2,755	$	2,603	$	5,393	$	5,077

Weighted average shares outstanding, including participating stock awards - Basic		33,788,431		27,260,748		33,789,481		27,185,505

Dilutive potential common shares:
Stock options		---		---		---		---
Conversion of preferred stock		---		---		---		---
Stock warrants		---		---		---		---
Weighted average shares outstanding - Diluted		33,788,431		27,260,748		33,789,481		27,185,505

Basic earnings per common share	$	0.08	$	0.10	$	0.16	$	0.19
Diluted earnings per common share	$	0.08	$	0.10	$	0.16	$	0.19

Stock options for 355,328 shares of common stock for both the three and six month periods ended June 30, 2014 were not considered in computing diluted earnings per share because they were antidilutive. Stock options for 445,392 shares of common stock for both the three and six month periods ended June 30, 2013 were not considered in computing diluted earnings per share because they were antidilutive. Potential common shares associated with convertible preferred stock (for the 2013 periods) and stock warrants were excluded from dilutive potential common shares as they were antidilutive.

NOTE 9 - FEDERAL INCOME TAXES

Income tax expense was as follows (dollars in thousands):

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
Current	$	36	$	55	$	60	$	55
Deferred		1,195		1,141		2,348		2,283
	$	1,231	$	1,196	$	2,408	$	2,338

- 33 -

Index

MACATAWA BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 - FEDERAL INCOME TAXES (Continued)

The difference between the financial statement tax expense and amount computed by applying the statutory federal tax rate to pretax income was reconciled as follows (dollars in thousands):

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2014			2013			2014			2013
Statutory rate		35	%		35	%		35	%		35	%
Statutory rate applied to income before taxes	$	1,395		$	1,330		$	2,730		$	2,595
Add (deduct)
Tax-exempt interest income		(89	)		(50	)		(174	)		(96	)
Bank-owned life insurance		(61	)		(65	)		(115	)		(125	)
Other, net		(14	)		(19	)		(33	)		(36	)
	$	1,231		$	1,196		$	2,408		$	2,338

The realization of deferred tax assets (net of a recorded valuation allowance) is largely dependent upon future taxable income, future reversals of existing taxable temporary differences and the ability to carryback losses to available tax years. In assessing the need for a valuation allowance, we consider positive and negative evidence, including taxable income in carry-back years, scheduled reversals of deferred tax liabilities, expected future taxable income and tax planning strategies. No valuation allowance was necessary at June 30, 2014 or December 31, 2013.

The net deferred tax asset recorded included the following amounts of deferred tax assets and liabilities (dollars in thousands):

	June 30,			December 31,
	2014			2013
Deferred tax assets
Allowance for loan losses	$	7,017		$	7,279
Nonaccrual loan interest		875			782
Valuation allowance on other real estate owned		5,181			5,847
Net operating loss carryforward		141			1,743
Unrealized loss on securities available for sale		254			1,053
Other		1,826			1,808
Gross deferred tax assets		15,294			18,512
Valuation allowance		---			---
Total net deferred tax assets		15,294			18,512

Deferred tax liabilities
Depreciation		(1,537	)		(1,620	)
Prepaid expenses		(308	)		(308	)
Other		(396	)		(384	)
Gross deferred tax liabilities		(2,241	)		(2,312	)
Net deferred tax asset	$	13,053		$	16,200

At June 30, 2014, we had U.S. federal net operating loss carry forwards of $403,000 that expire through 2030.

There were no unrecognized tax benefits at June 30, 2014 or December 31, 2013 and the Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months. The Company is no longer subject to examination by the Internal Revenue Service for years before 2011.

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Index

MACATAWA BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10 – COMMITMENTS AND OFF BALANCE-SHEET RISK

Some financial instruments are used to meet customer financing needs and to reduce exposure to interest rate changes. These financial instruments include commitments to extend credit and standby letters of credit. These involve, to varying degrees, credit and interest rate risk in excess of the amount reported in the financial statements.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment, and generally have fixed expiration dates. Standby letters of credit are conditional commitments to guarantee a customer’s performance to a third party. Exposure to credit loss if the other party does not perform is represented by the contractual amount for commitments to extend credit and standby letters of credit. Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used.

A summary of the contractual amounts of financial instruments with off‑balance‑sheet risk was as follows at period-end (dollars in thousands):

	June 30, 2014		December 31, 2013
Commitments to make loans	$	169,904	$	87,513
Letters of credit		10,858		10,774
Unused lines of credit		323,956		313,232

The notional amount of commitments to fund mortgage loans to be sold into the secondary market was approximately $23.0 million and $14.7 million at June 30, 2014 and December 31, 2013, respectively.

At June 30, 2014, approximately 33% of the Bank’s commitments to make loans were at fixed rates, offered at current market rates. The remainder of the commitments to make loans were at variable rates tied to prime and generally expire within 30 days. The majority of the unused lines of credit were at variable rates tied to prime.

NOTE 11 – CONTINGENCIES

We and our subsidiaries periodically become defendants in certain claims and legal actions arising in the ordinary course of business. On January 27, 2014, our former Chairman and Chief Executive Officer, Mr. Benj. A. Smith III, commenced legal action against us claiming that we breached an alleged employment agreement pursuant to which he claims entitlement to $20,833 monthly for a period of six years from the date of his resignation in February 2009. Mr. Smith’s complaint seeks damages in an unspecified amount in excess of $25,000. We are vigorously contesting the action. As of June 30, 2014, there were no other material pending legal proceedings to which we or any of our subsidiaries are a party or which any of our properties are the subject.

NOTE 12 – SHAREHOLDERS' EQUITY

Regulatory Capital

The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

The prompt corrective action regulations provide five categories, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank is only adequately capitalized, regulatory approval is required to, among other things, accept, renew or roll-over brokered deposits. If a bank is undercapitalized, capital distributions and growth and expansion are limited, and plans for capital restoration are required.

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Index

MACATAWA BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 12 – SHAREHOLDERS' EQUITY (Continued)

At June 30, 2014 and December 31, 2013, actual capital levels and minimum required levels were (in thousands):

											To Be Well
						Minimum Required					Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2014
Total capital (to risk weighted assets)
Consolidated	$	181,711		16.3	%	$	88,998		8.0	%		N/A		N/A
Bank		179,010		16.1			89,152		8.0		$	111,440		10.0	%
Tier 1 capital (to risk weighted assets)
Consolidated		167,729		15.1			44,499		4.0			N/A		N/A
Bank		165,005		14.8			44,576		4.0			66,864		6.0
Tier 1 capital (to average assets)
Consolidated		167,729		11.4			58,688		4.0			N/A		N/A
Bank		165,005		11.3			58,631		4.0			73,289		5.0

December 31, 2013
Total capital (to risk weighted assets)
Consolidated	$	174,433		15.7	%	$	88,915		8.0	%		N/A		N/A
Bank		171,811		15.4			88,968		8.0		$	111,210		10.0	%
Tier 1 capital (to risk weighted assets)
Consolidated		160,455		14.4			44,457		4.0			N/A		N/A
Bank		157,825		14.2			44,484		4.0			66,726		6.0
Tier 1 capital (to average assets)
Consolidated		160,455		10.6			60,482		4.0			N/A		N/A
Bank		157,825		10.5			60,407		4.0			75,509		5.0

Approximately $40.0 million of trust preferred securities outstanding at June 30, 2014 and December 31, 2013, respectively, qualified as Tier 1 capital. Refer to our 2013 Form 10-K for more information on the trust preferred securities.

The Bank was categorized as "well capitalized" at June 30, 2014 and December 31, 2013.

On July 3, 2013, the FDIC Board of Directors approved the Regulatory Capital Interim Final Rule, implementing Basel III. This rule redefines Tier 1 capital as two components (Common Equity Tier 1 and Additional Tier 1), creates a new capital ratio (Common Equity Tier 1 Risk-based Capital Ratio) and implements a capital conservation buffer. It also revises the prompt corrective action thresholds and makes changes to risk weights for certain assets and off-balance-sheet exposures. Banks are required to transition into the new rule beginning on January 1, 2015. Based on our capital levels and balance sheet composition at June 30, 2014, we believe implementation of the new rule will have no material impact on our capital needs.

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Index

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, 2014, we had total assets of $1.49 billion, total loans of $1.04 billion, total deposits of $1.22 billion and shareholders' equity of $138.1 million. During the second quarter of 2014, we recognized net income of $2.8 million compared to net income of $2.6 million in the second quarter of 2013. As of June 30, 2014, the Company’s and the Bank’s risk-based regulatory capital ratios were among the highest in the Company’s history. The Bank was categorized as “well capitalized” at June 30, 2014.

After a hiatus of over five years, we paid a dividend of $0.02 per share on March 28, 2014 to shareholders of record on March 7, 2014 and a dividend of $0.02 per share on May 29, 2014 to shareholders of record on May 8, 2014.

RESULTS OF OPERATIONS

Summary: Net income for the quarter ended June 30, 2014 was $2.8 million, compared to net income of $2.6 million in the second quarter of 2013. Net income per common share on a diluted basis was $0.08 for the second quarter of 2014 and $0.10 for the second quarter of 2013. For the first six months ended June 30, 2014, net income was $5.4 million, compared to $5.1 million for the same period in 2013. Net income per share on a diluted basis for the six months ended June 30, 2014 was $0.16 compared to $0.19 for the same period in 2013. The 2014 per share information includes the impact of the exchange of all of our outstanding shares of preferred stock for common stock and cash completed at the end of 2013.

The increase in earnings in the second quarter of 2014 compared to the second quarter of 2013, as well as for the year to date six month periods, was primarily due to continued reductions in our nonperforming asset expenses. Nonperforming asset expenses (including administration costs and losses) were $887,000 for the second quarter of 2014 compared to $1.3 million for the second quarter of 2013. For the six months ended June 30, 2014, nonperforming asset expenses were $1.4 million compared to $2.3 million for the same period in 2013. We took a negative provision for loan losses in the second quarters of 2014 and 2013 and the first six months of 2014 and 2013. The provision for loan losses was a negative $1.0 million for the three month period ended June 30, 2014 compared to a negative $1.0 million for the same period in 2013 and a negative $2.0 million in the first six months of 2014 compared to a negative $1.75 million for the same period in 2013. We again were in a net loan recovery position for the second quarter of 2014, with $666,000 in net loan recoveries, compared to $239,000 in net loan chargeoffs in the second quarter of 2013. These improvements more than offset the impact of the lower level of gains on sales of residential mortgages, which declined from $708,000 in the second quarter of 2013 to $468,000 in the second quarter of 2014 and $726,000 in the first six months of 2014 compared to $1.5 million in the first six months of 2013. Lost interest from elevated levels of nonperforming assets was approximately $456,000 and $1.0 million, respectively, for the three and six months ended June 30, 2014 compared to $639,000 and $1.4 million, respectively, for the three and six months ended June 30, 2013.

Net Interest Income: Net interest income totaled $10.2 million for second quarter of 2014 compared to $10.5 million for the second quarter of 2013. For the first six months of 2014, net interest income was $20.6 million compared to $20.9 million for the same period in 2013.

Our average yield on earning assets for the second quarter of 2014 decreased 23 basis points compared to the same period in 2013 from 3.70% to 3.47%. Average interest earning assets totaled $1.34 billion for the second quarter of 2014 compared to $1.33 billion for the same period in 2013. The net interest margin was 3.06% for the second quarter of 2014 compared to 3.15% for the second quarter of 2013. Offsetting dynamics influenced the margin as follows. An increase of $37.6 million in average securities between periods partially mitigated the impact of reduction in average loan yield from 4.39% in the second quarter of 2013 to 4.02% in the second quarter of 2014.

- 37 -

Index

Average interest earning assets were unchanged at $1.34 billion for the first six months of 2013 and 2014. Our average yield on earning assets declined 18 basis points for the first half of 2014 in comparison to the same period in 2013. Our net interest margin was 3.11% for the first six months of 2014 compared to 3.14% for the same period in 2013. Net interest income was positively impacted in the first six months of 2014 due in part to a one-time recovery of interest of $337,000 on a previously charged off loan in the first quarter of 2014.

The decreases in yields on interest earning assets for the three and six month periods ended June 30, 2014 were primarily due to the mix in our earning assets. In both periods, our average securities increased and for the six month period our average loan balances decreased. In addition, the yield on our commercial, residential and consumer loan portfolios decreased in these periods, but at a slower pace than experienced in recent periods. For the six month period ended June 30, 2014, a one-time recovery of interest on a previously charged off loan partially offset the decreases in the yield on our commercial, residential and consumer loan portfolios. Our margin has been negatively impacted by our decision to hold significant balances in liquid and short-term investments during the past three 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 cost of funds decreased 15 basis points to 0.55% in the second quarter of 2014 from 0.70% in the same period in 2013. The cost of funds decreased 15 basis points to 0.57% for the six months ended June 30, 2014 compared to 0.72% for the same period in 2013. For both the three and six month periods ended June 30, 2014, decreases 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 caused the reduction in our cost of funds. 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, 2014 and 2013.

	For the three months ended June 30,
	2014								2013
				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	$	119,876		$	499		1.66	%	$	105,866		$	448		1.69	%
Tax-exempt securities (1)		51,555			264		3.26	%		27,968			155		3.63	%
Loans (2)		1,041,612			10,547		4.02	%		1,039,771			11,493		4.39	%
Federal Home Loan Bank stock		11,236			104		3.66	%		11,236			97		3.41	%
Federal funds sold and other short-term investments		113,543			114		0.40	%		146,716			114		0.31	%
Total interest earning assets (1)		1,337,822			11,528		3.47	%		1,331,557			12,307		3.70	%

Noninterest earning assets:
Cash and due from banks		24,969								23,595
Other		114,323								134,735
Total assets	$	1,477,114							$	1,489,887

Liabilities
Deposits:
Interest bearing demand	$	271,295			68		0.10	%	$	279,109			96		0.21	%
Savings and money market accounts		451,957			216		0.19	%		457,151			471		0.41	%
Time deposits		141,908			336		0.95	%		174,965			415		0.95	%
Borrowings:
Other borrowed funds		88,774			426		1.90	%		92,307			490		2.10	%
Long-term debt		41,238			326		3.13	%		41,238			372		3.57	%
Total interest bearing liabilities		995,172			1,372		0.55	%		1,044,770			1,844		0.70	%

Noninterest bearing liabilities:
Noninterest bearing demand accounts		340,033								300,864
Other noninterest bearing liabilities		4,746								9,716
Shareholders' equity		137,163								134,537
Total liabilities and shareholders' equity	$	1,477,114							$	1,489,887

Net interest income				$	10,156							$	10,463

Net interest spread (1)							2.92	%							3.00	%
Net interest margin (1)							3.06	%							3.15	%
Ratio of average interest earning assets to average interest bearing liabilities		134.43	%							127.45	%

(1)	Yield adjusted to fully tax equivalent.

(2)	Includes average nonaccrual loans of approximately $11.8 million and $11.3 million for the three months ended June 30, 2014 and 2013.

- 39 -

Index

The following table shows an analysis of net interest margin for the six month periods ended June 30, 2014 and 2013.

	2014								2013
				Interest		Average						Interest		Average
	Average			Earned		Yield			Average			Earned		Yield
	Balance			or paid		or cost			Balance			or paid		or cost

Assets
Taxable securities	$	119,092		$	998		1.67	%	$	104,101		$	877		1.68	%
Tax-exempt securities (1)		50,657			519		3.24	%		26,437			296		3.67	%
Loans (2)		1,040,126			21,491		4.12	%		1,047,631			23,161		4.41	%
Federal Home Loan Bank stock		11,236			260		4.60	%		11,236			196		3.47	%
Federal funds sold and other short-term investments		122,752			230		0.38	%		150,677			210		0.28	%
Total interest earning assets (1)		1,343,863			23,498		3.53	%		1,340,082			24,740		3.71	%

Noninterest earning assets:
Cash and due from banks		25,070								22,610
Other		116,180								135,566
Total assets	$	1,485,113							$	1,498,258

Liabilities
Deposits:
Interest bearing demand	$	275,536			146		0.11	%	$	268,235			177		0.13	%
Savings and money market accounts		461,407			533		0.23	%		470,049			1,018		0.43	%
Time deposits		145,685			681		0.94	%		181,702			872		0.97	%
Borrowings:
Other borrowed funds		89,278			857		1.91	%		92,777			985		2.11	%
Long-term debt		41,238			650		3.14	%		41,238			741		3.58	%
Total interest bearing liabilities		1,013,144			2,867		0.57	%		1,054,001			3,793		0.72	%

Noninterest bearing liabilities:
Noninterest bearing demand accounts		331,881								302,246
Other noninterest bearing liabilities		4,255								8,765
Shareholders' equity		135,833								133,246
Total liabilities and shareholders' equity	$	1,485,113							$	1,498,258

Net interest income				$	20,631							$	20,947

Net interest spread (1)							2.96	%							2.99	%
Net interest margin (1)							3.11	%							3.14	%
Ratio of average interest earning assets to average interest bearing liabilities		132.64	%							127.14	%

(1)	Yield adjusted to fully tax equivalent.

(2)	Includes average nonaccrual loans of approximately $12.2 million and $13.4 million for the six months ended June 30, 2014 and 2013.

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Provision for Loan Losses: The provision for loan losses for the second quarter of 2014 was a negative $1.0 million compared to a negative $1.0 million for the second quarter of 2013. The negative provision for loan losses for both periods was caused by stabilizing real estate values on problem credits, continued improvement in credit quality metrics and low chargeoff levels. At June 30, 2014, we had experienced net loan recoveries in five of the past six quarters. The provision for loan losses for the first half of 2014 was a negative $2.0 million compared to a negative $1.75 million for the same period in 2013.

Net loan recoveries were $666,000 in the second quarter of 2014 compared to net loan chargeoffs of $239,000 for the second quarter of 2013. In the second quarter of 2014, we had $92,000 in charge-offs, compared to $698,000 in the second quarter of 2013. The charge-offs for each period were largely driven by declines in the value of real estate securing our loans. Real estate values, however, have been recovering, translating into a decline in charge-offs. We are also experiencing positive results from our collection efforts with loan recoveries increasing as evidenced by our net loan recovery positions in five of the past six quarters, including the second quarter of 2014. Loan recoveries were $758,000 for the second quarter of 2014 and $459,000 for the same period in 2013. Loan recoveries for the six months ended June 30, 2014 were $1.4 million compared to $1.6 million for the same period in 2013. For the six months ended June 30, 2014, we experienced net recoveries of $1.3 million compared to net recoveries of $259,000 for the same period in 2013. While we expect our collection efforts to produce further recoveries, they may not continue at the same level we have experienced the past several 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 two years, 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 allowance for loan losses since then.

The amounts of loan loss provision in both the most recent quarter and comparable prior year period and for the year to date six month periods 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, 2014 decreased to $4.1 million and $7.6 million from $4.2 million and $8.2 million, respectively, for the same periods in 2013. The components of noninterest income are shown in the table below (in thousands):

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
Service charges and fees on deposit accounts	$	1,065	$	1,017	$	2,056	$	1,969
Net gains on mortgage loans		468		708		726		1,533
Trust fees		701		625		1,332		1,213
Gain as sales of securities		41		61		51		80
ATM and debit card fees		1,203		1,132		2,255		2,109
Bank owned life insurance (“BOLI”) income		174		188		328		358
Investment services fees		245		257		490		472
Other income		171		223		340		440
Total noninterest income	$	4,068	$	4,211	$	7,578	$	8,174

Service charges on deposit accounts increased for the three and six month periods ended June 30, 2014 due to changes in our pricing of certain deposit related services. Trust fees were also up due to investment market improvement and growth in the number of trust customers. ATM and debit card fees increased over 2013 due to higher level of usage from our customers in 2014, partially due to our rollout of the uChoose Rewards incentive program in late 2013. These increases were offset by a significant reduction in gains on sales of mortgage loans due to a decrease in our residential mortgage loan origination volume. Volume has decreased industry-wide as a result of market increases in mortgage loan rates beginning late in the second quarter of 2013. We also recognized a reduction in other income, due to lower level of rental income on other real estate owned, as we continued to reduce our holdings of such properties.

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Noninterest Expense: Noninterest expense decreased to $11.2 million and $22.4 million for the three and six month periods ended June 30, 2014, from $11.9 million and $23.5 million, respectively, for the same periods in 2013. The components of noninterest expense are shown in the table below (in thousands):

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
Salaries and benefits	$	5,544	$	5,732	$	11,367	$	11,525
Occupancy of premises		932		905		1,940		1,851
Furniture and equipment		751		845		1,591		1,595
Legal and professional		238		183		443		373
Marketing and promotion		238		246		477		492
Data processing		583		589		1,172		1,135
FDIC assessment		320		345		647		817
Interchange and other card expense		265		361		537		652
Bond and D&O insurance		163		183		327		368
Administration and disposition of problem assets		887		1,299		1,357		2,261
Outside services		374		354		790		723
Other noninterest expense		943		833		1,760		1,664
Total noninterest expense	$	11,238	$	11,875	$	22,408	$	23,456

Several components of noninterest expense experienced a decline due to our ongoing efforts to manage expenses and improve efficiency in our operations. Our largest component of noninterest expense, salaries and benefits, decreased slightly in the second quarter of 2014 from the second quarter of 2013. We had 348 full-time equivalent employees at June 30, 2014 compared to 360 at June 30, 2013. The decreased expense for the second quarter of 2014 was primarily attributable to reduced medical insurance costs driven by lower claims experience and due to lower commissions paid from reduced mortgage origination activity. Salaries and benefits decreased by $158,000 from $11.5 million for the first six months of 2013 to $11.4 million for the same period in 2014. This decrease was also due to reduced medical insurance costs and lower mortgage commissions paid.

Over the past several years, the next largest noninterest expense has been our 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 gains and losses on the sale of properties and unrealized losses from value declines for outstanding properties. We experienced significant decreases in each of these expense categories in the second quarter of 2014 compared to the same period in the prior year, as well as in the year to date six month periods.

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

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
Legal and professional – nonperforming assets	$	94	$	335	$	195	$	502
Repossessed and foreclosed property administration		422		670		977		1,406
Net losses on repossessed and foreclosed properties		371		294		185		353
Total	$	887	$	1,299	$	1,357	$	2,261

Losses on repossessed assets and foreclosed properties increased by $77,000 from the second quarter of 2013 to the second quarter of 2014. For the first six months of 2014, losses on repossessed assets and foreclosed properties were down $168,000 from the same period in 2013. The writedowns for each period have largely been driven by declines in the value of real estate. Real estate values, however, have been recovering, translating into a downward trend in writedowns. For the six months ended June 30, 2014, we realized net gains of $476,000 on sales of foreclosed properties, significantly offsetting the $661,000 in valuation writedowns for the period.

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Costs associated with administration and disposition of problem assets decreased due to the decrease in the level of other real estate owned. Other real estate owned decreased from $45.8 million at June 30, 2013 to $31.5 million at June 30, 2014. As our level of problem loans and other real estate owned decreases, we believe we will experience more reductions in these costs going forward.

FDIC assessments decreased by $25,000 to $320,000 for the second quarter of 2014 compared to $345,000 for the second quarter of 2013 as a result of the second quarter of 2014 including the full effect of the change in our assessment category resulting from the termination of our previous regulatory orders. For the six months ended June 30, 2014, our FDIC assessments were $647,000 compared to $817,000 for the same period in 2013.

Federal Income Tax Expense: We recorded $1.2 million and $2.4 million in federal income tax expense for the three and six month periods ended June 30, 2014 compared to $1.2 million and $2.3 million, respectively, in the same periods in 2013. At December 31, 2012 and since that time, we have concluded that a valuation allowance on our deferred tax asset was not required. As a result, the financial results for each period reflect federal income tax expense, at an effective tax rate of 30.88% and 30.87% for the three and six month periods ended June 30, 2014, compared to 31.48% and 31.53%, respectively, for the same periods in 2013.

FINANCIAL CONDITION

Summary: We have been focused on improving our loan portfolio, reducing exposure in higher loan concentration types, and improving our financial condition through diversification of credit risk, improved capital ratios, and reduced reliance on non-core funding. We have experienced positive results in each of these areas over the past four years.

Total assets were $1.49 billion at June 30, 2014, a decrease of $26.3 million from $1.52 billion at December 31, 2013. This change reflected increases of $12.6 million in securities available for sale, $7.5 million of interest-bearing time deposits in other financial institutions and $1.2 million in our loan portfolio, offset by declines of $38.9 million in cash and equivalents. Total deposits declined by $34.0 million due to normal seasonal deposit usage and other borrowed funds were down by $1.2 million at June 30, 2014 compared to December 31, 2013.

Cash and Cash Equivalents: Our cash and cash equivalents, which include federal funds sold and short term investments, were $118.0 million at June 30, 2014 compared to $156.9 million at December 31, 2013. The $38.9 million decrease was primarily the result of normal outflow of the seasonal build-up in deposits. These balances have also been elevated due to high short term balances maintained by our large deposit customers. We expect our balances of short term investments to remain elevated until loan demand materially increases and more attractive investment opportunities emerge.

Interest-bearing Time Deposits with Other Financial Institutions: We opened two time deposit accounts with our primary correspondent bank in the first quarter of 2013, each in equal amounts totaling $25.0 million. One of these deposits matured in March 2014 and the other matures in September 2014. We opened another time deposit of $20.0 million in the first quarter of 2014 which matures in February 2016. These time deposits provide a higher interest rate than federal funds sold or other short-term investments.

Securities Available for Sale: Securities available for sale were $152.2 million at June 30, 2014 compared to $139.7 million at December 31, 2013. We began rebuilding our investment portfolio during the second quarter of 2011. The balance at June 30, 2014 primarily consisted of U.S. agency securities, agency mortgage backed securities and various taxable and non-taxable municipal investments. We expect to continue to reinvest excess liquidity and selectively rebuild our investment portfolio.

Portfolio Loans and Asset Quality: Total portfolio loans increased by $1.2 million to $1.04 billion at June 30, 2014. During the first six months of 2014, our commercial portfolio increased by $2.3 million, while our consumer portfolio decreased by $1.6 million and our residential mortgage portfolio increased by $404,000. We have been focusing efforts to increase the non-real estate portion of our commercial portfolio as well as our consumer and residential mortgage portfolio segments to further diversify our credit risk.

Our commercial loan portfolio balances declined in recent years reflecting the 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. We believe our loan portfolio has stabilized. During the fourth quarter of 2012, we achieved growth in our commercial loan portfolio for the first time since the fourth quarter of 2008 and balances held relatively steady since, with reduction in balances of problem credits. We experienced growth in our commercial loan portfolio again in the second quarter of 2014 and based on our current commercial loan pipeline believe we are poised for further high quality loan portfolio growth through the remainder of 2014.

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Commercial and commercial real estate loans remained our largest loan segment and accounted for approximately 72% of the total loan portfolio at June 30, 2014 and December 31, 2013. Residential mortgage and consumer loans comprised approximately 28% of total loans at June 30, 2014 and December 31, 2013.

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

	June 30, 2014					December 31, 2013
			Percent of					Percent of
	Balance		Total Loans			Balance		Total Loans
Commercial real estate: (1)
Residential developed	$	15,859		1.5	%	$	18,130		1.8	%
Unsecured to residential developers		7,131		0.7			7,315		0.7
Vacant and unimproved		42,186		4.1			42,988		4.1
Commercial development		4,468		0.4			2,434		0.2
Residential improved		72,241		6.9			76,294		7.3
Commercial improved		246,414		23.6			247,195		23.7
Manufacturing and industrial		76,295		7.3			77,984		7.5
Total commercial real estate		464,594		44.5			472,340		45.3
Commercial and industrial		284,152		27.2	%		274,099		26.3	%
Total commercial		748,746		71.7			746,439		71.6

Consumer
Residential mortgage		189,052		18.1			188,648		18.1
Unsecured		1,096		0.1			1,337		0.1
Home equity		94,484		9.1			95,961		9.2
Other secured		10,151		1.0			9,992		1.0
Total consumer		294,783		28.3			295,938		28.4
Total loans	$	1,043,529		100.0	%	$	1,042,377		100.0	%

(1)	Includes both owner occupied and non-owner occupied commercial real estate.

Commercial real estate loans accounted for approximately 44.5% of the total loan portfolio at June 30, 2014 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 and unimproved loans are secured by raw land for which development has not yet begun and agricultural land.

Total commercial real estate loans declined $7.7 million since December 31, 2013. Our commercial and industrial loan portfolio increased by $10.1 million to $284.2 million at June 30, 2014 and represented 27.2% of our commercial portfolio.

Our consumer residential mortgage loan portfolio, which also includes residential construction loans made to individual homeowners, comprised approximately 18.1% of portfolio loans at June 30, 2014 and December 31, 2013 as we continue to execute our strategy to diversify our credit risk from commercial real estate. A large portion of our residential mortgage loan production continues to be sold on the secondary market with servicing released.

We have not yet had to repurchase any residential mortgage loans sold; however, due to market conditions many banks are being required to repurchase loans resulting from actual or alleged failure to strictly conform to the investor’s purchase criteria. During 2014, we expect to continue to retain in our loan portfolio certain types of residential mortgage loans (primarily high quality, low loan to value loans with variable interest rates) in an effort to continue to diversify our credit risk and deploy our excess liquidity.

Our portfolio of other consumer loans includes loans secured by personal property and home equity fixed term and line of credit loans. These types of loans decreased by $1.6 million to $105.7 million at June 30, 2014 from $107.3 million at December 31, 2013. Consumer loans comprised approximately 10.1% of our portfolio loans at June 30, 2014 and 10.3% at December 31, 2013.

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The following table shows our loan origination activity for portfolio loans during the first six months of 2014, broken out by loan type and also shows average originated loan size (dollars in thousands):

			Percent of
	Portfolio		Total			Average
	Originations		Originations			Loan Size
Commercial real estate:
Residential developed	$	2,270		0.9	%	$	454
Unsecured to residential developers		---		---			---
Vacant and unimproved		2,639		1.1			377
Commercial development		2,359		1.0			2,359
Residential improved		23,612		9.8			221
Commercial improved		31,580		13.1			619
Manufacturing and industrial		9,075		3.8			567
Total commercial real estate		71,535		29.7			383
Commercial and industrial		131,054		54.5			33
Total commercial		202,589		84.2			49

Consumer
Residential mortgage		21,422		8.9			210
Unsecured		111		0.1			9
Home equity		12,899		5.4			61
Other secured		3,411		1.4			24
Total consumer		37,843		15.8			81
Total loans	$	240,432		100.0	%

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, the loan is placed in nonaccrual 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, 2014, nonperforming assets totaled $39.6 million compared to $49.2 million at December 31, 2013. Additions to foreclosed properties owned in the first six months of 2014 were $2.3 million. Proceeds from sales of foreclosed properties were $7.4 million in the first six months of 2014 resulting in a net gain of $476,000. This is a similar volume of sales as compared to the first six months of 2013, when we experienced proceeds of $8.1 million and realized a net gain of $614,000. We expect the level of sales of foreclosed properties for the remainder of 2014 to be similar to the levels experienced in the first six months of 2014.

Nonperforming loans include loans on nonaccrual status and loans delinquent more than 90 days but still accruing. As of June 30, 2014, nonperforming loans totaled $8.1 million, or 0.77% of total portfolio loans, compared to $12.3 million, or 1.18% of total portfolio loans, at December 31, 2013.

Loans for development or sale of 1-4 family residential properties comprised approximately $2.2 million, or 27.9% of total nonperforming loans, at June 30, 2014 compared to $2.6 million, or 21.0% of total nonperforming loans, at December 31, 2013. The remaining balance of nonperforming loans at June 30, 2014 consisted of $488,000 of commercial real estate loans secured by various types of non-residential real estate, $3.5 million of commercial and industrial loans, and $624,000 of consumer and residential mortgage loans.

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Foreclosed and repossessed assets include assets acquired in settlement of loans. Foreclosed assets totaled $31.5 million at June 30, 2014 and $36.8 million at December 31, 2013. Of the balance at June 30, 2014, there were 72 commercial real estate properties totaling approximately $30.0 million. The remaining balance was comprised of 17 residential properties totaling approximately $1.5 million. Three commercial real estate properties comprised $12.2 million, or 39%, of total other real estate owned at June 30, 2014. All properties acquired through or in lieu of foreclosure are initially transferred at their fair value less estimated costs to sell and then evaluated monthly for impairment after transfer using a lower of cost or market approach. Updated property valuations are obtained at least annually on all foreclosed assets.

At June 30, 2014, our foreclosed asset portfolio had a weighted average age held in portfolio of 3.35 years. Below is a breakout of our foreclosed asset portfolio at June 30, 2014 by property type and the percentages 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):

						Combined
	Carrying					Writedown
	Value at		Foreclosed			(Loan and
	June 30,		Asset			Foreclosed
Foreclosed Asset Property Type	2014		Writedown			Asset)
Single Family	$	1,095		---	%		22.75	%
Residential Lot		458		28.91			49.50
Multi-Family		---		---			---
Vacant Land		5,287		33.66			50.06
Residential Development		9,026		39.06			78.73
Commercial Office		2,166		26.38			52.84
Commercial Industrial		85		47.96			67.19
Commercial Improved		13,406		27.96			42.07
	$	31,523

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

	June 30, 2014			December 31, 2013
Nonaccrual loans	$	7,835		$	12,182
Loans 90 days past due and still accruing		230			153
Total nonperforming loans (NPLs)		8,065			12,335
Foreclosed assets		31,523			36,796
Repossessed assets		48			40
Total nonperforming assets (NPAs)		39,636			49,171
Accruing restructured loans (ARLs) (1)		56,622			57,790
Total NPAs and ARLs	$	96,258		$	106,961

NPLs to total loans		0.77	%		1.18	%
NPAs to total assets		2.66	%		3.24	%

(1)

Comprised of approximately $42.4 million and $43.6 million of commercial loans and $14.3 million and $14.2 million of consumer loans whose terms have been restructured at June 30, 2014 and December 31, 2013, 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, 2014 was $20.0 million, a decrease of $749,000, compared to $20.8 million at December 31, 2013. The balance of the allowance for loan losses represented 1.92% of total portfolio loans at June 30, 2014 compared to 2.00% of total portfolio loans at December 31, 2013. The allowance for loan losses to nonperforming loan coverage ratio increased from 168.61% at December 31, 2013 to 248.59% at June 30, 2014.

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The table below shows the changes in these metrics over the past five quarters:

(in millions)	Quarter Ended June 30, 2014			Quarter Ended March 31, 2014			Quarter Ended December 31, 2013			Quarter Ended September 30, 2013			Quarter Ended June 30, 2013
Commercial loans	$	748.7		$	735.1		$	746.4		$	735.1		$	722.4
Nonperforming loans		8.1			15.5			12.3			10.2			10.8
Other real estate owned and repo assets		31.6			34.1			36.8			42.8			45.8
Total nonperforming assets		39.6			49.6			49.2			53.0			56.6
Net charge-offs (recoveries)		(0.7	)		(0.6	)		(0.5	)		(0.5	)		0.2
Total delinquencies		5.2			6.6			5.5			7.8			6.7

Nonperforming loans continually declined since the first quarter of 2010 to $10.2 million at September 30, 2013. These balances increased $2.1 million in the fourth quarter of 2013 and $3.2 million in the first quarter of 2014, due to seasonal draws on one nonperforming loan. As expected, these balances paid down in the second quarter of 2014. As discussed earlier, we have had net loan recoveries in several quarters over the last two years and in five of the last six quarters. Our total delinquencies have continued to stabilize and were down to $5.2 million at June 30, 2014.

These factors all provide for a reduction in our allowance for loan losses, and thus impacts our provision for loan losses. The allowance for loan losses decreased $749,000 in the first six months of 2014 due to a negative provision for loan losses of $2.0 million for the six months ended June 30, 2014 compared to a negative $1.75 million for the same period of 2013. Net loan recoveries were $1.25 million for the six months ended June 30, 2014, compared to net recoveries of $259,000 for the same period in 2013. The ratio of net charge-offs to average loans was -0.24% on an annualized basis for the first six months of 2014, compared to -0.05% for the first six months of 2013.

We are encouraged by the reduced level of charge-offs over recent quarters. We do, however, recognize that future charge-offs 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 improvement in economic conditions and real estate markets. However, we expect it to take additional time for us to reduce our nonperforming and impaired loans to acceptable levels.

Our allowance for loan losses is maintained at a level believed appropriate based upon our 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.

Impaired loans decreased $5.1 million to $63.9 million at June 30, 2014 compared to $68.9 million at December 31, 2013. The specific allowance for impaired loans increased $859,000 to $4.7 million at June 30, 2014, compared to $3.9 million at December 31, 2013 due primarily to increased allocations on one large impaired loan. The specific allowance for impaired loans represented 7.4% of total impaired loans at June 30, 2014 and 5.6% at December 31, 2013. The overall balance of impaired loans remained elevated partially due to an accounting rule (ASU 2011-02) adopted in 2011 that requires us to identify classified loans that renew at existing contractual rates as troubled debt restructurings (“TDRs”) if the contractual rate is less than market rates for similar loans at the time of renewal. As TDRs are also considered impaired, this increased our impaired loan balance for each period presented as most of our classified loans renewed in each time period.

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. Over the past two years, the 18 month period computations have reflected sizeable decreases in net chargeoff experience. We addressed this volatility in the qualitative factor considerations applied in our allowance for loan losses computation. Adjustments to the qualitative factors also involved consideration of different loss periods for the Bank, including 12, 24, 36 and 48 month periods. Considering the change in our qualitative factors and our commercial loan portfolio balances, the general allowance allocated to commercial loans decreased to $12.2 million at June 30, 2014 compared to $14.1 million at December 31, 2013. This resulted in a general reserve percentage allocated at June 30, 2014 of 1.75% of commercial loans, a slight decrease from 2.03% at December 31, 2013. The qualitative component of our general allowance allocated to commercial loans decreased from $13.9 million at December 31, 2013 to $12.2 million at June 30, 2014.

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Groups of homogeneous loans, such as residential real estate and open- and closed-end consumer loans, receive allowance allocations based on loan type. A rolling 12 month (four quarter) historical loss experience period was applied to residential mortgage and consumer loan portfolios. 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 $3.1 million at June 30, 2014 and $2.8 million at December 31, 2013.

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

Premises and Equipment: Premises and equipment totaled $53.3 million at June 30, 2014 as compared to $53.6 million at December 31, 2013. There was limited change as capital additions were largely offset by depreciation of current facilities during the first six months of 2014.

Deposits and Other Borrowings: Total deposits decreased $34.0 million to $1.22 billion at June 30, 2014, as compared to $1.25 billion at December 31, 2013. Non-interest checking account balances increased $38.6 million during the first six months of 2014. Interest bearing demand account balances decreased $28.0 million and savings and money market account balances decreased $28.5 million in the first six months of 2014. We decreased higher costing certificates of deposits by $16.1 million in the first six months of 2014. The reductions in balances of checking accounts were caused by normal seasonal outflows. We believe our success in maintaining the 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 sophisticated product line.

Noninterest bearing demand accounts comprised 32% of total deposits at June 30, 2014 and 28% at December 31, 2013. Because of the generally low rates paid on interest bearing account alternatives, many of our business customers chose to keep their balances in these more liquid account types. Interest bearing demand, including money market and savings accounts, comprised 57% of total deposits at June 30, 2014 and 60% at December 31, 2013. Time accounts as a percentage of total deposits were 11% at June 30, 2014 and 12% at December 31, 2013.

Borrowed funds totaled $130.0 million at June 30, 2014, including $88.8 million of Federal Home Loan Bank advances and $41.2 million in long-term debt associated with trust preferred securities. Borrowed funds totaled $131.2 million at December 31, 2013, including $90.0 million of Federal Home Loan Bank advances and $41.2 million in long-term debt associated with trust preferred securities. Borrowed funds decreased by $1.2 million in the first six months of 2014 as a result of an annual payment on an amortizing Federal Home Loan Bank advance.

CAPITAL RESOURCES

Total shareholders' equity of $138.1 million at June 30, 2014 increased $5.6 million from $132.5 million at December 31, 2013. The increase was primarily a result of net income of $5.4 million earned in the first six months of 2014 and an increase of $1.5 million in accumulated other comprehensive loss, partially offset by the payment of $1.4 million in cash dividends to shareholders and costs associated with our preferred stock exchange completed at the end of 2013.

At the end of the second quarter 2014, our regulatory capital ratios were at levels among the highest in the Company’s history. The Bank was categorized as “well capitalized” at June 30, 2014. The following table shows our regulatory capital ratios (on a consolidated basis) for the past several quarters:

	June 30,			March 31,			Dec 31,			Sept 30,			June 30,
	2014			2014			2013			2013			2013
Total capital to risk weighted assets		16.3	%		16.1	%		15.7	%		16.0	%		16.1	%
Tier 1 capital to average assets		11.4			11.1			10.6			10.9			10.9

Approximately $40.0 million of trust preferred securities outstanding at June 30, 2014 qualified as Tier 1 capital.

- 48 -

Index

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, federal funds sold and other short-term investments, and the various capital resources discussed above.

Liquidity management involves the ability to meet the cash flow requirements of our customers. Our customers may be either borrowers with credit needs or depositors wanting to withdraw funds. 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.

In the wake of the recession in 2008 and 2009, the Bank reduced its reliance on non-core funding sources, including brokered deposits, and focused on achieving a non-core funding dependency ratio below its peer group average. We have had no brokered deposits on our balance sheet since December 2011. We also reduced other borrowed funds by $56.8 million in 2012, by $1.8 million in 2013, and by another $1.2 million in the first half of 2014. We continue to maintain significant on-balance sheet liquidity. At June 30, 2014, the Bank held $80.4 million of federal funds sold and other short-term investments and $32.5 million in time deposits with other financial institutions with maturities of less than 24 months. In addition, the Bank’s borrowing capacity from correspondent banks has been improved and was approximately $216.7 million as of June 30, 2014.

In the normal course of business, we enter into certain contractual obligations, including obligations which are considered in our overall liquidity management. The table below summarizes our significant contractual obligations at June 30, 2014.

	Less than						More than
(Dollars in thousands)	1 year		1-3 years		3-5 years		5 years
Long term debt	$	---	$	---	$	---	$	41,238
Time deposit maturities		87,971		38,437		5,719		---
Other borrowed funds		667		20,000		68,107		---
Total	$	88,638	$	58,437	$	73,826	$	41,238

In addition to normal loan funding, we also maintain liquidity to meet customer financing needs through unused lines of credit, unfunded loan commitments and standby letters of credit. The level and fluctuation of these commitments is also considered in our overall liquidity management. At June 30, 2014, we had a total of $324.0 million in unused lines of credit, $169.9 million in unfunded loan commitments and $10.9 million in standby letters of credit.

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 and pay to the Company in any calendar year. Under the state law limitations, the Bank is restricted from paying dividends to the Company in excess of retained earnings. In December 2013, the Bank paid a dividend of $5.0 million to the Company in anticipation of the preferred stock exchange, in which the Company paid a total of $4.8 million in cash as a part of the transaction. In March 2014, the Bank paid a dividend of $900,000 to the Company in anticipation of the common share cash dividend of $0.02 per share paid on March 28, 2014 to Company shareholders of record on March 7, 2014. The cash distributed for this cash dividend payment totaled $677,000. The Company retained the remaining balance for general corporate purposes. In May 2014, the Bank paid a dividend of $1,000,000 to the Company in anticipation of the common share cash dividend of $0.02 per share paid on May 29, 2014 to Company shareholders of record on May 8, 2014. The cash distributed for this cash dividend payment totaled $677,000. The Company retained the remaining balance for general corporate purposes. At June 30, 2014, the Bank had a retained earnings balance of $13.6 million.

- 49 -

Index

During the first quarter of 2014, the Company also received a payment from the Bank totaling $1.9 million, representing the Bank’s intercompany tax liability for the 2013 tax year in accordance with the Company’s tax allocation agreement.

The Company has the right to defer interest payments for 20 consecutive quarters on its trust preferred securities if necessary for liquidity purposes. During the deferral period, the Company may not declare or pay any dividends on its common stock or make any payment on any outstanding debt obligations that rank equally with or junior to the trust preferred securities.

The Company’s cash balance at June 30, 2014 was $2.7 million. The Company believes that it has sufficient liquidity to meet its cash flow obligations.

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 three and six months ended June 30, 2014.

Assets acquired through or instead of foreclosure, primarily other real estate owned, are initially recorded at fair value less estimated 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, 2014, we had gross deferred tax assets of $15.3 million, gross deferred tax liabilities of $2.2 million resulting in a net deferred tax asset of $13.1 million. 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. From mid 2009 through the end of 2012, we had maintained a full valuation allowance on our net deferred tax asset. At December 31, 2012, we considered all reasonably available positive and negative evidence and determined that with completing our eleventh consecutive profitable quarter, continued significant improvement in asset quality measures for the third straight year, the termination of our previous regulatory orders and our moving to a cumulative income position in the most recent three year period, that it was “more likely than not” that we would be able to realize our deferred tax assets and, as such, the full $18.9 million valuation allowance was reversed as of December 31, 2012. With the positive results in the first six months of 2014, we again concluded at June 30, 2014 that no valuation allowance on our net deferred tax asset was required. 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.

- 50 -

Index

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Our primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk. All of our transactions are denominated in U.S. dollars with no specific foreign exchange exposure. Macatawa Bank has only limited agricultural-related loan assets, and therefore has no significant exposure to changes in commodity prices.

Our balance sheet has sensitivity, in various categories of assets and liabilities, to changes in prevailing rates in the U.S. for prime rate, mortgage rates, U.S. Treasury rates and various money market indexes. Our asset/liability management process aids us in providing liquidity while maintaining a balance between interest earning assets and interest bearing liabilities.

We utilize a simulation model as our primary tool to assess the direction and magnitude of variations in net interest income and the economic value of equity (“EVE”) resulting from potential changes in market interest rates. Key assumptions in the model include contractual cash flows and maturities of interest-sensitive assets and interest-sensitive liabilities, prepayment speeds on certain assets, and changes in market conditions impacting loan and deposit pricing. We also include pricing floors on discretionary priced liability products which limit how low various checking and savings products could go under declining interest rates. These floors reflect our pricing philosophy in response to changing interest rates.

We forecast the next twelve months of net interest income under an assumed environment of gradual changes in market interest rates under various scenarios. The resulting change in net interest income is an indication of the sensitivity of our earnings to directional changes in market interest rates. The simulation also measures the change in EVE, or the net present value of our assets and liabilities, under an immediate shift, or shock, in interest rates under various scenarios, as calculated by discounting the estimated future cash flows using market-based discount rates.

The following table shows the impact of changes in interest rates on net interest income over the next twelve months and EVE based on our balance sheet as of June 30, 2014 (dollars in thousands).

Interest Rate Scenario	Economic Value of Equity		Percent Change			Net Interest Income		Percent Change
Interest rates up 200 basis points	$	169,430		0.48	%	$	41,857		3.59	%
Interest rates up 100 basis points		165,547		1.78			41,246		2.08
No change		162,656		---			40,405		---
Interest rates down 100 basis points		155,201		(4.58	)		40,110		(0.73	)
Interest rates down 200 basis points		155,249		(4.55	)		39,842		(1.39	)

If interest rates were to increase, this analysis suggests that we are positioned for an improvement in net interest income over the next twelve months.

We also forecast the impact of immediate and parallel interest rate shocks on net interest income under various scenarios to measure the sensitivity of our earnings under extreme conditions.

The quarterly simulation analysis is monitored against acceptable interest rate risk parameters by the Asset/Liability Committee and reported to the Board of Directors.

In addition to changes in interest rates, the level of future net interest income is also dependent on a number of other variables, including: the growth, composition and absolute levels of loans, deposits, and other earning assets and interest-bearing liabilities; economic and competitive conditions; potential changes in lending, investing and deposit gathering strategies; and client preferences.

- 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, 2014, 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

PART II – OTHER INFORMATION

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.

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	First Amended Settlement and Release and Warrant Issuance Agreement dated January 30, 2009. Previously filed with the Commission on April 24, 2014 in Macatawa Bank Corporation's Quarterly Report on Form 10-Q, Exhibit 4.3. Here incorporated by reference.

4.4	Second Amendment to Settlement and Release and Warrant Issuance Agreement dated April 30, 2009.

4.5	Warrant Agreement between Macatawa Bank Corporation and Registrar and Transfer Company dated June 16, 2009.

4.6	Warrant Agreement Addendum between Macatawa Bank Corporation and Registrar and Transfer Company dated July 27, 2009.

4.7	Form of Warrant Certificate (first series).

4.8	Form of Warrant Certificate (second series).

4.9	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

- 53 -

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 24, 2014

- 54 -

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

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

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2014			2013			2014			2013

Net income	$	2,755		$	2,603		$	5,393		$	5,077

Other comprehensive income (loss):

Unrealized gains (losses):
Net change in unrealized gains (losses) on securities available for sale		1,190			(3,460	)		2,334			(3,603	)
Tax effect		(416	)		1,211			(817	)		1,261
Net change in unrealized gains (losses) on securities available for sale, net of tax		774			(2,249	)		1,517			(2,342	)

Less: reclassification adjustments:
Reclassification for gains included in net income		41			61			51			80
Tax effect		(14	)		(21	)		(18	)		(28	)
Reclassification for gains included in net income, net of tax		27			40			33			52

Other comprehensive income (loss), net of tax		747			(2,289	)		1,484			(2,394	)

Comprehensive income	$	3,502		$	314		$	6,877		$	2,683

												Accumulated
												Other			Total
	Preferred Stock					Common			Retained			Comprehensive			Shareholders'
	Series A		Series B			Stock			Deficit			Income (Loss)			Equity
Balance, January 1, 2013	$	30,604	$	2,560		$	187,718		$	(91,335	)	$	960		$	130,507
Net income for the six months ended June 30, 2013										5,077						5,077
Conversion of 300 shares of Preferred Stock Series B to 50,000 shares of Common Stock				(300	)		300									---
Net change in unrealized gain (loss) on securities available for sale, net of tax													(2,394	)		(2,394	)
Stock compensation expense							62									62
Balance, June 30, 2013	$	30,604	$	2,260		$	188,080		$	(86,258	)	$	(1,434	)	$	133,252

Balance, January 1, 2014	$	---	$	---		$	216,263		$	(81,786	)	$	(1,955	)	$	132,522
Net income for the six months ended June 30, 2014										5,393						5,393
Common stock issuance costs							(102	)								(102	)
Cash dividends at $.04 per share										(1,352	)					(1,352	)
Net change in unrealized gain (loss) on securities available for sale, net of tax													1,484			1,484
Stock compensation expense							147									147
Balance, June 30, 2014	$	---	$	---		$	216,308		$	(77,745	)	$	(471	)	$	138,092

	Six Months			Six Months
	Ended			Ended
	June 30,			June 30,
	2014			2013
Cash flows from operating activities
Net income	$	5,393		$	5,077
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		1,558			1,452
Stock compensation expense		147			62
Provision for loan losses		(2,000	)		(1,750	)
Origination of loans for sale		(26,760	)		(63,160	)
Proceeds from sales of loans originated for sale		27,992			68,270
Net gains on mortgage loans		(726	)		(1,533	)
Gain on sales of securities		(51	)		(80	)
Write-down of other real estate		661			967
Net gain on sales of other real estate		(476	)		(614	)
Decrease in net deferred tax asset		2,348			2,283
Decrease (increase) in accrued interest receivable and other assets		249			(964	)
Earnings in bank-owned life insurance		(328	)		(358	)
Increase in accrued expenses and other liabilities		2,841			2,838
Net cash from operating activities		10,848			12,490

Cash flows from investing activities
Loan originations and payments, net		(2,175	)		36,966
Change in interest-bearing deposits in other financial institutions		(7,500	)		(25,000	)
Purchases of securities available for sale		(21,210	)		(27,049	)
Purchases of securities held to maturity		---			(1,100	)
Proceeds from:
Maturities and calls of securities available for sale		4,500			8,319
Sales of securities available for sale		5,164			3,778
Principal paydowns on securities		1,675			3,290
Sales of other real estate		7,362			8,138
Additions to premises and equipment		(910	)		(889	)
Net cash from investing activities		(13,094	)		6,453

Cash flows from financing activities
Change in in-market deposits		(34,010	)		(86,683	)
Repayments of other borrowed funds		(1,217	)		(1,164	)
Cash dividends paid		(1,352	)		---
Common stock issuance costs		(102	)		---
Net cash from financing activities		(36,681	)		(87,847	)
Net change in cash and cash equivalents		(38,927	)		(68,904	)
Cash and cash equivalents at beginning of period		156,892			226,358
Cash and cash equivalents at end of period	$	117,965		$	157,454

		Page
		Number

Part I.	Financial Information:

	Item 1.
	Consolidated Financial Statements	4

	Notes to Consolidated Financial Statements	10

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

	Item 3.
	Quantitative and Qualitative Disclosures About Market Risk	51

	Item 4.
	Controls and Procedures	52

Part II.	Other Information:

	Item 6.
	Exhibits	53

Signatures		54

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
June 30, 2014
Available for Sale:
U.S. Treasury and federal agency securities	$	60,051	$	68	$	(744	)	$	59,375
U.S. Agency MBS and CMOs		18,459		42		(299	)		18,202
Tax-exempt state and municipal bonds		34,899		235		(400	)		34,734
Taxable state and municipal bonds		25,087		438		(112	)		25,413
Corporate bonds and other debt securities		12,956		85		(32	)		13,009
Other equity securities		1,500		---		(6	)		1,494
	$	152,952	$	868	$	(1,593	)	$	152,227
Held to Maturity
Tax-exempt state and municipal bonds	$	19,123	$	102	$	(41	)	$	19,184

December 31, 2013
Available for Sale:
U.S. Treasury and federal agency securities	$	55,701	$	92	$	(1,354	)	$	54,439
U. S. Agency MBS and CMOs		20,029		9		(673	)		19,365
Tax-exempt state and municipal bonds		27,920		47		(1,118	)		26,849
Taxable state and municipal bonds		26,306		307		(285	)		26,328
Corporate bonds and other debt securities		11,211		64		(63	)		11,212
Other equity securities		1,500		---		(34	)		1,466
	$	142,667	$	519	$	(3,527	)	$	139,659
Held to Maturity:
Tax-exempt state and municipal bonds	$	19,248	$	46	$	(16	)	$	19,278

	Held–to-Maturity Securities				Available-for-Sale Securities
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	12,700	$	12,700	$	4,028	$	4,062
Due from one to five years		630		632		70,537		70,788
Due from five to ten years		5,533		5,599		51,123		50,491
Due after ten years		260		253		25,764		25,392
	$	19,123	$	19,184	$	151,452	$	150,733

	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
June 30, 2014	Value		Loss			Value		Loss			Value		Loss
U.S. Treasury and federal agency securities	$	8,109	$	(31	)	$	40,374	$	(713	)	$	48,483	$	(744	)
U.S. Agency MBS and CMOs		4,298		(34	)		10,599		(265	)		14,897		(299	)
Tax-exempt state and municipal bonds		21,946		(103	)		13,104		(338	)		35,050		(441	)
Taxable state and municipal bonds		1,635		(4	)		4,503		(108	)		6,138		(112	)
Corporate bonds and other debt securities		1,613		(6	)		1,979		(26	)		3,592		(32	)
Other equity securities		---		---			1,500		(6	)		1,500		(6	)
Total temporarily impaired	$	37,601	$	(178	)	$	72,059	$	(1,456	)	$	109,660	$	(1,634	)

	Commercial and		Commercial
Three months ended June 30, 2014	Industrial		Real Estate			Consumer			Unallocated		Total
Beginning balance	$	6,087	$	10,372		$	3,875		$	49	$	20,383
Charge-offs		---		(23	)		(69	)		---		(92	)
Recoveries		327		363			68			---		758
Provision for loan losses		307		(1,371	)		59			5		(1,000	)
Ending Balance	$	6,721	$	9,341		$	3,933		$	54	$	20,049

	Commercial and			Commercial
Three months ended June 30, 2013	Industrial			Real Estate			Consumer			Unallocated		Total
Beginning balance	$	5,980		$	13,358		$	4,102		$	47	$	23,487
Charge-offs		(87	)		(222	)		(389	)		---		(698	)
Recoveries		71			310			78			---		459
Provision for loan losses		(362	)		(1,122	)		464			20		(1,000	)
Ending Balance	$	5,602		$	12,324		$	4,255		$	67	$	22,248

	Commercial and			Commercial
Six months ended June 30, 2014	Industrial			Real Estate			Consumer			Unallocated		Total
Beginning balance	$	6,174		$	10,868		$	3,703		$	53	$	20,798
Charge-offs		(39	)		(23	)		(112	)				(174	)
Recoveries		366			953			106					1,425
Provision for loan losses		220			(2,457	)		236			1		(2,000	)
Ending Balance	$	6,721		$	9,341		$	3,933		$	54	$	20,049

	Commercial and			Commercial
Six months ended June 30, 2013	Industrial			Real Estate			Consumer			Unallocated		Total
Beginning balance	$	6,459		$	13,457		$	3,787		$	36	$	23,739
Charge-offs		(249	)		(459	)		(633	)		---		(1,341	)
Recoveries		427			994			179			---		1,600
Provision for loan losses		(1,035	)		(1,668	)		922			31		(1,750	)
Ending Balance	$	5,602		$	12,324		$	4,255		$	67	$	22,248

	Unpaid
	Principal		Recorded		Allowance
June 30, 2014	Balance		Investment		Allocated
With no related allowance recorded:
Commercial and industrial	$	2,892	$	2,892	$	---

Commercial real estate:
Residential developed		4,358		3,425		---
Unsecured to residential developers		---		---		---
Vacant and unimproved		---		---		---
Commercial development		263		263		---
Residential improved		1,453		1,453		---
Commercial improved		473		473		---
Manufacturing and industrial		253		253		---
		6,800		5,867		---
Consumer:
Residential mortgage		---		---		---
Unsecured		---		---		---
Home equity		---		---		---
Other secured		---		---		---
		---		---		---
	$	9,692	$	8,759	$	---

With an allowance recorded:
Commercial and industrial	$	7,479	$	7,479	$	3,006

Commercial real estate:
Residential developed		596		596		34
Unsecured to residential developers		---		---		---
Vacant and unimproved		1,625		1,625		37
Commercial development		203		203		5
Residential improved		7,546		7,546		234
Commercial improved		18,102		18,102		454
Manufacturing and industrial		5,007		5,007		75
		33,079		33,079		839
Consumer:
Residential mortgage		9,577		9,577		582
Unsecured		---		---		---
Home equity		4,970		4,970		302
Other secured		---		---		---
		14,547		14,547		884
	$	55,105	$	55,105	$	4,729

Total	$	64,797	$	63,864	$	4,729

	Three		Three		Six		Six
	Months		Months		Months		Months
	Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
Average of impaired loans during the period:
Commercial and industrial	$	11,908	$	14,823	$	13,096	$	16,027

Commercial real estate:
Residential developed		4,085		6,553		4,308		6,841
Unsecured to residential developers		---		---		---		---
Vacant and unimproved		1,650		3,031		1,735		3,339
Commercial development		483		14		505		15
Residential improved		9,863		11,678		10,141		12,102
Commercial improved		18,133		21,032		18,212		21,488
Manufacturing and industrial		6,404		6,136		6,562		6,577

Consumer		14,400		15,183		14,408		14,917

Interest income recognized during impairment:
Commercial and industrial		273		784		611		1,127
Commercial real estate		454		816		907		1,434
Consumer		137		137		269		260

Cash-basis interest income recognized
Commercial and industrial		276		599		615		935
Commercial real estate		471		879		922		1,469
Consumer		137		133		271		257

			Over 90
			days
June 30, 2014	Nonaccrual		Accruing

Commercial and industrial	$	3,485	$	---

Commercial real estate:
Residential developed		2,249		---
Unsecured to residential developers		---		---
Vacant and unimproved		---		---
Commercial development		29		---
Residential improved		925		---
Commercial improved		601		151
Manufacturing and industrial		---		---
		3,804		151
Consumer:
Residential mortgage		142		---
Unsecured		78		---
Home equity		326		79
Other secured		---		---
		546		79
Total	$	7,835	$	230

	30-90		Greater Than		Total		Loans Not
June 30, 2014	Days		90 Days		Past Due		Past Due		Total
Commercial and industrial	$	19	$	121	$	140	$	284,012	$	284,152

Commercial real estate:
Residential developed		---		1,968		1,968		13,891		15,859
Unsecured to residential developers		---		---		---		7,131		7,131
Vacant and unimproved		48		---		48		42,138		42,186
Commercial development		---		29		29		4,439		4,468
Residential improved		246		574		820		71,421		72,241
Commercial improved		381		434		815		245,599		246,414
Manufacturing and industrial		---		---		---		76,295		76,295
		675		3,005		3,680		460,914		464,594
Consumer:
Residential mortgage		664		141		805		188,247		189,052
Unsecured		66		---		66		1,030		1,096
Home equity		81		392		473		94,011		94,484
Other secured		12		---		12		10,139		10,151
		823		533		1,356		293,427		294,783
Total	$	1,517	$	3,659	$	5,176	$	1,038,353	$	1,043,529

	June 30, 2014				December 31, 2013
	Number of Loans		Outstanding Recorded Balance		Number of Loans		Outstanding Recorded Balance
Commercial and industrial		41	$	9,851		43	$	7,787
Commercial real estate		106		39,348		122		45,774
Consumer		106		14,585		106		14,531
		253	$	63,784		271	$	68,092

Three Months Ended June 30, 2014	Number of Loans		Pre-Modification Outstanding Recorded Balance		Principal Writedown upon Modification
Commercial and industrial		---	$	---	$	---
Commercial real estate		6		1,783		---
Consumer		1		70		---
		7	$	1,853	$	---

	Three Months Ended					Three Months Ended
	June 30, 2014					June 30, 2013
	Number of Loans		Outstanding Recorded Balance			Number of Loans		Outstanding Recorded Balance
Commercial and industrial		133		$	23,840		124		$	18,526
Commercial real estate		61			17,328		103			40,047
Consumer		4			273		17			738
		198		$	41,441		244		$	59,311

	Six Months Ended					Six Months Ended
	June 30, 2014					June 30, 2013
	Number of Loans		Outstanding Recorded Balance			Number of Loans		Outstanding Recorded Balance
Commercial and industrial		198		$	39,824		210		$	48,453
Commercial real estate		101			24,913		197			75,636
Consumer		12			1,275		28			932
		311		$	66,012		435		$	125,021

June 30, 2014	1		2		3		4		5		6		7		8
Commercial and industrial	$	55	$	12,777	$	100,673	$	155,099	$	10,359	$	1,704	$	3,485	$	---

Commercial real estate:
Residential developed		---		---		1,686		5,033		6,015		876		2,249		---
Unsecured to residential developers		---		---		---		7,128		3		---		---		---
Vacant and unimproved		---		---		10,671		24,530		6,596		389		---		---
Commercial development		---		---		---		4,012		224		203		29		---
Residential improved		---		106		15,736		44,778		6,768		3,928		925		---
Commercial improved		---		5,901		53,061		157,701		24,318		4,832		601		---
Manufacturing and industrial		---		756		24,221		46,178		4,505		635		---		---
	$	55	$	19,540	$	206,048	$	444,459	$	58,788	$	12,567	$	7,289	$	---

December 31, 2013	1		2		3		4		5		6		7		8
Commercial and industrial	$	509	$	15,836	$	81,577	$	155,680	$	13,513	$	1,359	$	5,625	$	---

Commercial real estate:
Residential developed		---		---		2,039		5,653		5,232		2,616		2,590		---
Unsecured to residential developers		---		---		---		7,309		6		---		---		---
Vacant and unimproved		---		---		11,191		24,638		6,761		398		---		---
Commercial development		---		---		---		1,673		532		207		23		---
Residential improved		---		109		15,121		45,018		9,391		6,226		429		---
Commercial improved		---		7,382		45,391		161,897		24,937		5,075		2,511		---
Manufacturing and industrial		---		311		24,546		42,133		10,402		593		---		---
	$	509	$	23,638	$	179,865	$	444,001	$	70,774	$	16,474	$	11,178	$	---

	June 30, 2014		December 31, 2013
Not classified as impaired	$	4,926	$	7,400
Classified as impaired		14,930		20,252
Total commercial loans classified substandard or worse	$	19,856	$	27,652

	Residential		Consumer		Home		Consumer
June 30, 2014	Mortgage		Unsecured		Equity		Other
Performing	$	188,911	$	1,096	$	94,092	$	10,151
Nonperforming		141		---		392		---
Total	$	189,052	$	1,096	$	94,484	$	10,151

	Six Months Ended June 30, 2014			Year Ended December 31, 2013			Six Months Ended June 30, 2013
Beginning balance	$	53,501		$	69,743		$	69,743
Additions, transfers from loans		2,274			3,539			2,754
Proceeds from sales of other real estate owned		(7,362	)		(16,501	)		(8,138	)
Valuation allowance reversal upon sale		(2,564	)		(4,378	)		(2,308	)
Gain on sale of other real estate owned		476			1,098			614
		46,325			53,501			62,665
Less: valuation allowance		(14,802	)		(16,705	)		(16,820	)
Ending balance	$	31,523		$	36,796		$	45,845

	Fair			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable		Significant Unobservable Inputs
	Value			(Level 1)		Inputs (Level 2)		(Level 3)
June 30, 2014
U.S. Treasury and federal agency securities	$	59,375		$	---	$	59,375	$	---
U.S. Agency MBS and CMOs		18,202			---		18,202		---
Tax-exempt state and municipal bonds		34,734			---		34,734		---
Taxable state and municipal bonds		25,413			---		25,413		---
Corporate bonds and other debt securities		13,009			---		13,009		---
Other equity securities		1,494			---		1,494		---
Loans held for sale		1,409			---		1,409		---
Interest rate swaps		168			---		---		168
Interest rate swaps		(168	)		---		---		(168	)

December 31, 2013
U.S. Treasury and federal agency securities	$	54,439		$	---	$	54,439	$	---
U.S. Agency MBS and CMOs		19,365			---		19,365		---
Tax-exempt state and municipal bonds		26,849			---		26,849		---
Taxable state and municipal bonds		26,328			---		26,328		---
Corporate bonds and other debt securities		11,212			---		11,212		---
Other equity securities		1,466			---		1,466		---
Loans held for sale		1,915			---		1,915		---
Interest rate swaps		94			---		---		94
Interest rate swaps		(94	)		---		---		(94	)

	Fair		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable		Significant Unobservable Inputs
	Value		(Level 1)		Inputs (Level 2)		(Level 3)
June 30, 2014
Impaired loans	$	17,492	$	---	$	---	$	17,492
Other real estate owned		24,380		---		---		24,380

December 31, 2013
Impaired loans	$	22,403	$	---	$	---	$	22,403
Other real estate owned		29,711		---		---		29,711