UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended JuneSeptember 30, 2021

OR

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

For the transition period from _______ to _______

Commission file number: 000-25927

MACATAWA BANK CORPORATION
(Exact name of registrant as specified in its charter)

Michigan

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

10753 Macatawa Drive, Holland, Michigan 49424
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (616) 820-1444

Securities registered pursuant to Section 12(b) of the Act:


Title of each class
Trading Symbol
Name of each exchange on which registered

Common stock

MCBC

NASDAQ

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company ☒Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 34,192,31734,189,799 shares of the Company’s Common Stock (no par value) were outstanding as of July 22,October 28, 2021.



Forward-Looking Statements

This report contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and Macatawa Bank Corporation. Forward-looking statements are identifiable by words or phrases such as “outlook”, “plan” or “strategy”; that an event or trend “could”, “may”, “should”, “will”, “is likely”, or is “possible” or “probable” to occur or “continue”, has “begun” or “is scheduled” or “on track” or that the Company or its management “anticipates”, “believes”, “estimates”, “plans”, “forecasts”, “intends”, “predicts”, “projects”, or “expects” a particular result, or is “committed”, “confident”, “optimistic” or has an “opinion” that an event will occur, or other words or phrases such as “ongoing”, “future”, “signs”, “efforts”, “tend”, “exploring”, “appearing”, “until”, “near term”, “concern”, “going forward”, “focus”, “starting”, “initiative,” “trend” and variations of such words and similar expressions. Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These statements include, among others, those related to the risks and uncertainties related to, and the impact of, the global coronavirus (COVID-19) pandemic on the business, financial condition and results of operations of our company and our customers, future levels of earning assets, future composition of our loan portfolio, trends in credit quality metrics, future capital levels and capital needs, real estate valuation, future levels of repossessed and foreclosed properties and nonperforming assets, future levels of losses and costs associated with the administration and disposition of repossessed and foreclosed properties and nonperforming assets, future levels of loan charge-offs, future levels of other real estate owned, future levels of provisions for loan losses and reserve recoveries, the rate of asset dispositions, future dividends, future growth and funding sources, future cost of funds, future liquidity levels, future profitability levels, future interest rate levels, future net interest margin levels, the effects on earnings of changes in interest rates, future economic conditions, future effects of new or changed accounting standards, future loss recoveries, loan demand and loan growth and the future level of other revenue sources. Management’s determination of the provision and allowance for loan losses, the appropriate carrying value of intangible assets (including deferred tax assets) and other real estate owned, and the fair value of investment securities (including whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment) involves judgments that are inherently forward-looking. All statements with references to future time periods are forward-looking. All of the information concerning interest rate sensitivity is forward-looking. The future effect of changes in the real estate, financial and credit markets and the national and regional economy on the banking industry, generally, and Macatawa Bank Corporation, specifically, are also inherently uncertain. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Macatawa Bank Corporation does not undertake to update forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Risk factors include, but are not limited to, the risk factors described in “Item 1A - Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.


Part IFinancial Information
Item 1.
MACATAWA BANK CORPORATION
CONSOLIDATED BALANCE SHEETS
As of JuneSeptember 30, 2021 (unaudited) and December 31, 2020
(Dollars in thousands, except per share data)


 
June 30,
2021
  
December 31,
2020
  
September 30,
2021
  
December 31,
2020
 
ASSETS            
Cash and due from banks $31,051  $31,480  $30,413  $31,480 
Federal funds sold and other short-term investments  1,189,266   752,256   1,239,525   752,256 
Cash and cash equivalents  1,220,317   783,736   1,269,938   783,736 
Debt securities available for sale, at fair value  239,955   236,832   241,475   236,832 
Debt securities held to maturity (fair value 2021 - $124,972 and 2020 - $83,246)
  121,867   79,468 
Debt securities held to maturity (fair value 2021 - $140,412 and 2020 - $83,246)
  137,569   79,468 
Federal Home Loan Bank (FHLB) stock  11,558   11,558   11,558   11,558 
Loans held for sale, at fair value  4,752   5,422   2,635   5,422 
Total loans  1,238,327   1,429,331   1,136,613   1,429,331 
Allowance for loan losses  (16,806)  (17,408)  (16,532)  (17,408)
Net loans  1,221,521   1,411,923   1,120,081   1,411,923 
Premises and equipment – net  42,906   43,254   42,343   43,254 
Accrued interest receivable  4,539   5,625   4,005   5,625 
Bank-owned life insurance  52,507   42,516   52,781   42,516 
Other real estate owned - net  2,343   2,537   2,343   2,537 
Net deferred tax asset  2,759   2,059   2,126   2,059 
Other assets  16,062   17,096   14,646   17,096 
Total assets $2,941,086  $2,642,026  $2,901,500  $2,642,026 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Deposits                
Noninterest-bearing $956,961  $809,437  $934,477  $809,437 
Interest-bearing  1,643,115   1,489,150   1,618,698   1,489,150 
Total deposits  2,600,076   2,298,587   2,553,175   2,298,587 
Other borrowed funds  60,000   70,000   85,000   70,000 
Long-term debt  20,619   20,619   0   20,619 
Accrued expenses and other liabilities  12,174   12,977   11,112   12,977 
Total liabilities  2,692,869   2,402,183   2,649,287   2,402,183 
Commitments and contingent liabilities  0   0   0   0 
Shareholders’ equity                
Common stock, 0 par value, 200,000,000 shares authorized; 34,192,317 and 34,197,519 shares issued and outstanding at June 30, 2021 and December 31, 2020
  218,846   218,528 
Common stock, 0 par value, 200,000,000 shares authorized; 34,189,799 and 34,197,519 shares issued and outstanding at September 30, 2021 and December 31, 2020
  218,991   218,528 
Retained earnings  27,251   17,101   31,728   17,101 
Accumulated other comprehensive income  2,120   4,214   1,494   4,214 
Total shareholders’ equity  248,217   239,843   252,213   239,843 
Total liabilities and shareholders’ equity $2,941,086  $2,642,026  $2,901,500  $2,642,026 

See accompanying notes to consolidated financial statements.

MACATAWA BANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Three and sixnine month periods ended JuneSeptember 30, 2021 and 2020
(unaudited)
(Dollars in thousands, except per share data)

 
Three Months
Ended
June 30,
2021
  
Three Months
Ended
June 30,
2020
  
Six Months
Ended
June 30,
2021
  
Six Months
Ended
June 30,
2020
  
Three Months
Ended
September 30,
2021
  
Three Months
Ended
September 30,
2020
  
Nine Months
Ended
September 30,
2021
  
Nine Months
Ended
September 30,
2020
 
Interest income                        
Loans, including fees $13,303  $14,488  $26,770  $29,339  $12,761  $13,854  $39,530  $43,194 
Securities                                
Taxable  792   954   1,579   2,015   786   867   2,365   2,881 
Tax-exempt  760   864   1,518   1,746   777   861   2,295   2,607 
FHLB Stock  56   115   117   239   44   100   162   339 
Federal funds sold and other short-term investments  273   86   474   662   474   140   948   802 
Total interest income  15,184   16,507   30,458   34,001   14,842   15,822   45,300   49,823 
Interest expense                                
Deposits  244   895   523   2,497   209   621   732   3,118 
Other borrowings  328   356   681   705   325   364   1,006   1,069 
Long-term debt  155   209   307   449   12   163   319   612 
Total interest expense  727   1,460   1,511   3,651   546   1,148   2,057   4,799 
Net interest income  14,457   15,047   28,947   30,350   14,296   14,674   43,243   45,024 
Provision for loan losses  (750)  1,000   (750)  1,700   (550)  500   (1,300)  2,200 
Net interest income after provision for loan losses  15,207   14,047   29,697   28,650   14,846   14,174   44,543   42,824 
Noninterest income                                
Service charges and fees  1,065   860   2,057   1,970   1,183   987   3,240   2,957 
Net gains on mortgage loans  1,311   1,849   3,326   2,499   851   1,546   4,177   4,045 
Trust fees  1,133   945   2,138   1,880   1,079   921   3,217   2,801 
ATM and debit card fees  1,683   1,321   3,168   2,658   1,676   1,542   4,844   4,199 
Bank owned life insurance (“BOLI”) income  250   231   526   472   260   215   787   688 
Other  727   648   1,492   1,334   593   881   2,084   2,214 
Total noninterest income  6,169   5,854   12,707   10,813   5,642   6,092   18,349   16,904 
Noninterest expense                                
Salaries and benefits  6,502   5,766   12,914   12,457   6,278   6,480   19,192   18,937 
Occupancy of premises  994   949   2,031   1,958   992   1,026   3,023   2,984 
Furniture and equipment  978   882   1,915   1,737   1,014   967   2,929   2,704 
Legal and professional  274   247   496   538   272   260   768   798 
Marketing and promotion  175   239   350   477   175   239   525   716 
Data processing  855   787   1,762   1,547   839   761   2,602   2,309 
FDIC assessment  159   76   329   76   204   131   532   207 
Interchange and other card expense  388   327   746   674   391   367   1,137   1,041 
Bond and D&O Insurance  111   104   222   209   112   104   334   313 
Other  1,282   1,127   2,438   2,553   1,273   1,198   3,711   3,750 
Total noninterest expenses  11,718   10,504   23,203   22,226   11,550   11,533   34,753   33,759 
Income before income tax  9,658   9,397   19,201   17,237   8,938   8,733   28,139   25,969 
Income tax expense  1,840   1,759   3,605   3,188   1,736   1,613   5,341   4,800 
Net income $7,818  $7,638  $15,596  $14,049  $7,202  $7,120  $22,798  $21,169 
Basic earnings per common share $0.23  $0.22  $0.46  $0.41  $0.21  $0.21  $0.67  $0.62 
Diluted earnings per common share $0.23  $0.22  $0.46  $0.41  $0.21  $0.21  $0.67  $0.62 
Cash dividends per common share $0.08  $0.08  $0.16  $0.16  $0.08  $0.08  $0.24  $0.24 

See accompanying notes to consolidated financial statements.


MACATAWA BANK CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three and sixnine month periods ended JuneSeptember 30, 2021 and 2020
(unaudited)
(Dollars in thousands)

 
Three Months
Ended
June 30,
2021
  
Three Months
Ended
June 30,
2020
  
Six Months
Ended
June 30,
2021
  
Six Months
Ended
June 30,
2020
  
Three Months
Ended
September 30,
2021
  
Three Months
Ended
September 30,
2020
  
Nine Months
Ended
September 30,
2021
  
Nine Months
Ended
September 30,
2020
 
Net income $7,818  $7,638  $15,596  $14,049  $7,202  $7,120  $22,798  $21,169 
Other comprehensive income:                                
Unrealized gains (losses):                                
Net change in unrealized gains (losses) on debt securities available for sale  739   884   (2,651)  3,823   (792)  39   (3,443)  3,865 
Tax effect  (155)  (186)  557   (803)  166   (8)  723   (814)
Net change in unrealized gains (losses) on debt securities available for sale, net of tax  584   698   (2,094)  3,020   (626)  31   (2,720)  3,051 
Less: reclassification adjustments:                                
Reclassification for gains included in net income  0   0   0   0   0   0   0   0 
Tax effect  0   0   0   0   0   0   0   0 
Reclassification for gains included in net income, net of tax  0   0   0   0   0   0   0   0 
Other comprehensive income (loss), net of tax  584   698   (2,094)  3,020   (626)  31   (2,720)  3,051 
Comprehensive income $8,402  $8,336  $13,502  $17,069  $6,576  $7,151  $20,078  $24,220 

See accompanying notes to consolidated financial statements.

MACATAWA BANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Three and sixnine month periods ended JuneSeptember 30, 2021 and 2020
(unaudited)
(Dollars in thousands, except per share data)

 
Common
Stock
 Retained Earnings 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Shareholders’
Equity
 
Balance, April 1, 2020 $218,207  $1,507  $3,866  $223,580 
Net income for the three months ended June 30, 2020  0   7,638   0   7,638 
Cash dividends at $0.08 per share  0   (2,720)  0   (2,720)
Net change in unrealized gain on debt securities available for sale, net of tax  0   0   698   698 
Stock compensation expense  142   0   0   142 
Balance, June 30, 2020 $218,349  $6,425  $4,564  $229,338 
                 
                 
Balance, April 1, 2021 $218,687  $22,156  $1,536  $242,379 
Net income for the three months ended June 30, 2021  0   7,818   0   7,818 
Cash dividends at $0.08 per share  0   (2,723)  0   (2,723)
Repurchase of 815 shares for taxes withheld on vested restricted stock  (7)  0   0   (7)
Net change in unrealized gain on debt securities available for sale, net of tax  0   0   584   584 
Stock compensation expense  166   0   0   166 
Balance, June 30, 2021 $218,846  $27,251  $2,120  $248,217 
  
Common
Stock
  Retained Earnings  
Accumulated
Other
Comprehensive
Income (Loss)
  
Total
Shareholders’
Equity
 
Balance, July 1, 2020 $218,349  $6,425  $4,564  $229,338 
Net income for the three months ended September 30, 2020  0   7,120   0   7,120 
Cash dividends at $0.08 per share  0   (2,720)  0   (2,720)
Repurchase of 1,696 shares for taxes withheld on vested restricted stock
  (13)  0   0   (13)
Net change in unrealized gain on debt securities available for sale, net of tax  0   0   31   31 
Stock compensation expense  109   0   0   109 
Balance, September 30, 2020 $218,445  $10,825  $4,595  $233,865 
                 
                 
Balance, July 1, 2021 $218,846  $27,251  $2,120  $248,217 
Net income for the three months ended September 30, 2021  0   7,202   0   7,202 
Cash dividends at $0.08 per share  0   (2,725)  0   (2,725)
Repurchase of 2,518 shares for taxes withheld on vested restricted stock  (21)  0   0   (21)
Net change in unrealized gain on debt securities available for sale, net of tax  0   0   (626)  (626)
Stock compensation expense  166   0   0   166 
Balance, September 30, 2021 $218,991  $31,728  $1,494  $252,213 

 
Common
Stock
 Retained Earnings 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Shareholders’
Equity
 
Balance, January 1, 2020 $218,109  $(2,184) $1,544  $217,469 
Net income for the six months ended June 30, 2020  0   14,049   0   14,049 
Cash dividends at $0.16 per share  0   (5,440)  0   (5,440)
Repurchase of 1,608 shares for taxes withheld on vested restricted stock  (11)  0   0   (11)
Net change in unrealized gain on debt securities available for sale, net of tax  0   0   3,020   3,020 
Stock compensation expense  251   0   0   251 
Balance, June 30, 2020 $218,349  $6,425  $4,564  $229,338 
                 
                 
Balance, January 1, 2021 $218,528  $17,101  $4,214  $239,843 
Net income for the six months ended June 30, 2021  0   15,596   0   15,596 
Cash dividends at $0.16 per share  0   (5,446)  0   (5,446)
Repurchase of 1,341 shares for taxes withheld on vested restricted stock  (12)  0   0   (12)
Net change in unrealized gain on debt securities available for sale, net of tax  0   0   (2,094)  (2,094)
Stock compensation expense  330   0   0   330 
Balance, June 30, 2021 $218,846  $27,251  $2,120  $248,217 
 
Common
Stock
 Retained Earnings 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Shareholders’
Equity
 
Balance, January 1, 2020 $218,109  $(2,184) $1,544  $217,469 
Net income for the nine months ended September 30, 2020  0   21,169   0   21,169 
Cash dividends at $0.24 per share  0   (8,160)  0   (8,160)
Repurchase of 3,304 shares for taxes withheld on vested restricted stock  (24)  0   0   (24)
Net change in unrealized gain on debt securities available for sale, net of tax  0   0   3,051   3,051 
Stock compensation expense  360   0   0   360 
Balance, September 30, 2020 $218,445  $10,825  $4,595  $233,865 
                 
                 
Balance, January 1, 2021 $218,528  $17,101  $4,214  $239,843 
Net income for the nine months ended September 30, 2021  0   22,798   0   22,798 
Cash dividends at $0.24 per share  0   (8,171)  0   (8,171)
Repurchase of 3,859 shares for taxes withheld on vested restricted stock  (34)  0   0   (34)
Net change in unrealized gain on debt securities available for sale, net of tax  0   0   (2,720)  (2,720)
Stock compensation expense  497   0   0   497 
Balance, September 30, 2021 $218,991  $31,728  $1,494  $252,213 

See accompanying notes to consolidated financial statements.

MACATAWA BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SixNine month periods ended JuneSeptember 30, 2021 and 2020
(unaudited)
(Dollars in thousands)


 
Six Months
Ended
June 30,
2021
  
Six Months
Ended
June 30,
2020
  
Nine Months
Ended
September 30,
2021
  
Nine Months
Ended
September 30,
2020
 
Cash flows from operating activities            
Net income $15,596  $14,049  $22,798  $21,169 
Adjustments to reconcile net income to net cash from operating activities:                
Depreciation and amortization  1,143   1,457   1,863   2,105 
Stock compensation expense  330   251   497   360 
Provision for loan losses  (750))  1,700   (1,300)  2,200 
Origination of loans for sale  (86,498))  (79,415))  (107,845)  (120,171)
Proceeds from sales of loans originated for sale  90,494   83,531   114,809   124,002 
Net gains on mortgage loans  (3,326))  (2,499))  (4,177)  (4,045)
Write-down of other real estate  4   32   4   32 
Net loss on sales of other real estate  20   0   20   0 
Deferred income tax expense  (144))  (1,483))
Deferred income tax expense (benefit)
  656  (1,174)
Change in accrued interest receivable and other assets  1,384   (6,634))  4,071   (7,450)
Earnings in bank-owned life insurance  (526))  (472))  (787)  (688)
Change in accrued expenses and other liabilities  (803))  5,190   (1,865)  4,483 
Net cash from operating activities  16,924   15,707   28,744   20,823 
Cash flows from investing activities                
Loan originations and payments, net  191,152   (180,106))  293,142   (159,550)
Purchases of securities available for sale  (50,605))  (77,214))  (71,864)  (102,158)
Purchases of securities held to maturity  (51,232))  (19,815))  (72,916)  (29,745)
Purchase of bank-owned life insurance  (10,000))  0   (10,000)  0 
Proceeds from:                
Maturities and calls of securities  31,013   64,342   47,220   86,667 
Principal paydowns on securities  23,429   15,808   31,317   27,423 
Sales of other real estate  170   92   170   92 
Proceeds from payout of bank-owned insurance claim  560   0   560   0 
Additions to premises and equipment  (861))  (805))  (935)  (2,103)
Net cash from investing activities  133,626   (197,698))  216,694   (179,374)
Cash flows from financing activities                
Change in deposits  301,489   364,997   254,588   417,285 
Repayments and maturities of other borrowed funds  (10,000))  0   (30,619)  0 
Proceeds from other borrowed funds  0   10,000   25,000   10,000 
Repurchase of shares for taxes withheld on vested restricted stock  (12))  (11))  (34)  (24)
Cash dividends paid  (5,446))  (5,440))  (8,171)  (8,160)
Net cash from financing activities  286,031   369,546   240,764   419,101 
Net change in cash and cash equivalents  436,581   187,555   486,202   260,550 
Cash and cash equivalents at beginning of period  783,736   272,450   783,736   272,450 
Cash and cash equivalents at end of period $1,220,317  $460,005  $1,269,938  $533,000 

See accompanying notes to consolidated financial statements.

MACATAWA BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
SixNine month periods ended JuneSeptember 30, 2021 and 2020
(unaudited)
(Dollars in thousands)


 
Six Months
Ended
June 30,
2021
  
Six Months
Ended
June 30,
2020
  
Nine Months
Ended
September 30,
2021
  
Nine Months
Ended
September 30,
2020
 
Supplemental cash flow information            
Interest paid $1,535  $3,793  $2,227  $5,043 
Income taxes paid  4,000   3,515   4,750   5,315 
Supplemental noncash disclosures:                
Security settlement  736   475   0   1,937 

See accompanying notes to consolidated financial statements.


-9-

 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Macatawa Bank is a Michigan chartered bank with depository accounts insured by the Federal Deposit Insurance Corporation. The Bank operates 26 full service branch offices providing a full range of commercial and consumer banking and trust services in Kent County, Ottawa County, and northern Allegan County, Michigan.

The Company ownspreviously owned all of the common stock of Macatawa Statutory Trust II. This iswas a grantor trust that issued trust preferred securities and iswas not consolidated with the Company under accounting principles generally accepted in the United States of America.  On July 7, 2021, the Company redeemed all of the $20.0 million of outstanding trust preferred securities and $619,000 of common securities associated with this trust.

Recent Events: On March 22, 2020, the federal banking agencies issued an “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus.”  The guidance explained that in consultation with the FASB staff the federal banking agencies concluded that short-term modifications (e.g. six months) made on a good faith basis to borrowers who were current as of the implementation date of a modification are not Troubled Debt Restructurings (“TDRs”).  The Coronavirus Aid, Relief and Economic Security (“CARES”) Act was passed by Congress on March 27, 2020.  Section 4013 of the CARES Act also addressed COVID-19 related modifications and specified that COVID-19 related modifications on loans that were not more than 30 days past due as of December 31, 2019 are not TDRs.  On December 27, 2020, another COVID-19 relief bill was signed that extended this guidance until the earlier of January 1, 2022 or 60 days after the date on which the national emergency declared as a result of COVID-19 is terminated.  Through JuneSeptember 30, 2021, the Bank had applied this guidance and modified 726 individual loans with aggregate principal balances totaling $337.2 million.  As of JuneSeptember 30, 2021, all of these modifications had expired and the loans returned to their contractual payment terms.

The CARES Act, as amended, included an allocation of $659 billion for loans to be issued by financial institutions through the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”).  PPP loans are forgivable, in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP.  These loans carry a fixed rate of 1.00% and a term of two years (loans made before June 5, 2020) or five years (loans made on or after June 5, 2020), if not forgiven, in whole or in part.  Payments are deferred until either the date on which the SBA remits the amount of forgiveness proceeds to the lender or the date that is 10 months after the last day of the covered period if the borrower does not apply for forgiveness within that 10 month period. Through December 31, 2020, the Bank had originated 1,738 PPP loans totaling $346.7 million in principal, with an average loan size of $200,000.  Fees totaling $10.0 million were generated from the SBA for these loans in the year ended December 31, 2020.  These fees are deferred and amortized into interest income over the contractual period of 24 months or 60 months, as applicable.  Upon SBA forgiveness, unamortized fees are then recognized into interest income.  Participation in the PPP had a significant impact on the Bank’s asset mix and net interest income in 2020 and will continue to impact both asset mix and net interest income until these loans are forgiven or paid off.  The initial PPP expired on August 8, 2020.  Through December 31, 2020, 765 PPP loans totaling $113.5 million had been forgiven by the SBA and a total of $5.4 million in PPP fees had been recognized by the Bank.

On December 27, 2020, another COVID-19 relief bill was signed that extended and modified several provisions of the PPP.  This included an additional allocation of $284 billion.  The SBA reactivated the PPP on January 11, 2021.  The Bank originated additional loans through the PPP, which expired on May 31, 2021.  In the sixnine months ended JuneSeptember 30, 2021, the Bank had generated and received SBA approval on 1,000 PPP loans totaling $128.4$128.1 million and generated $5.6 million in related deferred PPP fees.  In the sixnine months ended JuneSeptember 30, 2021, 8331,742 PPP loans totaling $187.5$279.9 million had been forgiven by the SBA and a total of $4.4$7.1 million in PPP fees had been recognized by the Bank including fees recognized upon forgiveness and continuing amortization of fees from the 2020 and 2021 PPP originations.

While the Company continues to evaluate the disruption caused by the pandemic and impact of the CARES Act, these events may have a material adverse impact on the Company’s results of future operations, financial position, capital, and liquidity in fiscal year 2021 and beyond.

-10-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) believed necessary for a fair presentation have been included.

Operating results for the three and sixnine month periods ended JuneSeptember 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Use of 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 the disclosures provided, and future results could differ.  The allowance for loan losses, valuation of deferred tax assets, loss contingencies, fair value of other real estate owned and fair values of financial instruments are particularly subject to change.

Bank-Owned Life Insurance (BOLI):  The Bank has purchased life insurance policies on certain officers.  BOLI is recorded at its currently realizable cash surrender value.  Changes in cash surrender value are recorded in other income.  In early April 2021, the Bank purchased an additional $10.0 million in BOLI policies.

Allowance for Loan Losses: The allowance for loan losses (allowance) is a valuation allowance for probable incurred credit losses inherent in our loan portfolio, increased by the provision for loan losses and recoveries, and decreased by charge-offs of loans. Management believes the allowance for loan losses balance to be adequate based on known and inherent risks in the portfolio, past loan loss experience, information about specific borrower situations and estimated collateral values, economic conditions and other relevant factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Management continues its collection efforts on previously charged-off balances and applies recoveries as additions to the allowance for loan losses.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-classified loans and is based on historical loss experience adjusted for current qualitative factors. The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan class and the loan risk grade assignment for commercial loans. At JuneSeptember 30, 2021, an 18 month annualized historical loss experience was used for commercial loans and a 12 month historical loss experience period was applied to residential mortgage loans and consumer loans. These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative factors, including economic trends, credit quality trends, valuation trends, concentration risk, quality of loan review, changes in personnel, external factors and other considerations.  At JuneSeptember 30, 2021, the qualitative factor allocations for economic trends related to the COVID-19 that had been increased significantly during 2020 were maintained reflecting continued uncertainty of economic conditions with the reopening of the economy.economy and surges in COVID-19 cases associated with the Delta variant of the virus. PPP loans receive $0 allocation as they are fully guaranteed by the SBA and are subject to be forgiven under the SBA forgiveness criteria.

A loan is impaired when, based on current information and events, it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified and a concession has been made, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired.

Commercial and commercial real estate loans with relationship balances exceeding $500,000 and an internal risk grading of 6 or worse are evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated and the loan is reported at the present value of estimated future cash flows using the loan’s existing interest rate or at the fair value of collateral, less estimated costs to sell, if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment and they are not separately identified for impairment disclosures.

Troubled debt restructurings are also considered impaired with impairment generally measured at the present value of estimated future cash flows using the loan’s effective rate at inception or using the fair value of collateral, less estimated costs to sell, if repayment is expected solely from the collateral.

-11-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreclosed Assets: Assets acquired through or instead of loan foreclosure, primarily other real estate owned, are initially recorded at fair value less estimated costs to sell when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed unless they add value to the property.

Income Taxes: Income tax expense is the sum of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

The Company recognizes a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and penalties related to income tax matters in income tax expense.

Revenue Recognition:  The Company recognizes revenues as they are earned based on contractual terms, as transactions occur, or as services are provided and collectability is reasonably assured.  The Company’s primary source of revenue is interest income from the Bank’s loans and investment securities.  The Company also earns noninterest revenue from various banking services offered by the Bank.

Interest Income: The Company’s largest source of revenue is interest income which is primarily recognized on an accrual basis based on contractual terms written into loans and investment contracts.

Noninterest Revenue:  The Company derives the majority of its noninterest revenue from: (1) service charges for deposit related services, (2) gains related to mortgage loan sales, (3) trust fees and (4) debit and credit card interchange income.  Most of these services are transaction based and revenue is recognized as the related service is provided.

Derivatives:  Certain of the Bank’s commercial loan customers have entered into interest rate swap agreements directly with the Bank.  At the same time the Bank enters into a swap agreement with its customer, the Bank enters into a corresponding interest rate swap agreement with a correspondent bank at terms mirroring the Bank’s interest rate swap with its commercial loan customer.   This is known as a back-to-back swap agreement.  Under this arrangement the Bank has 2 freestanding interest rate swaps, each of which is carried at fair value.  As the terms mirror each other, there is no income statement impact to the Bank.  At JuneSeptember 30, 2021 and December 31, 2020, the total notional amount of such agreements was $145.6$143.2 million and $156.4 million, respectively, and resulted in a derivative asset with a fair value of $3.6$3.4 million and $4.2 million, respectively, which were included in other assets and a derivative liability of $3.6$3.4 million and $4.2 million, respectively, which were included in other liabilities.


Mortgage Banking DerivativesCommitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as derivatives not qualifying for hedge accounting.  Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked.  The Bank enters into commitments to sell mortgage backed securities, which it later buys back in order to hedge its exposure to interest rate risk in its mortgage pipeline.  At times, the Bank also enters into forward commitments for the future delivery of mortgage loans when loans are closed but not yet sold, in order to hedge the change in interest rates resulting from its commitments to sell the loans.
 
Changes in the fair values of these interest rate lock and mortgage backed security and forward commitment derivatives are included in net gains on mortgage loans.  The netfair value of interest rate lock commitments was $(28,000) at September 30, 2021 and $103,000 at December 31, 2020.  The fair value of mortgage bankingbacked security derivatives was approximately $(4,000) and $(130,000)$43,000 at JuneSeptember 30, 2021 and $(233,000) at December 31, 2020, respectively.2020.

Reclassifications:  Some items in the prior year financial statements were reclassified to conform to the current presentation.

-12-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Newly Issued Not Yet Effective Standards:StandardsFASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.Instruments.  This ASU provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  The new guidance eliminates the probable initial recognition threshold and, instead, reflects an entity’s current estimate of all expected credit losses. The new guidance broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually to include forecasted information, as well as past events and current conditions. There is no specified method for measuring expected credit losses, and an entity is allowed to apply methods that reasonably reflect its expectations of the credit loss estimate. Although an entity may still use its current systems and methods for recording the allowance for credit losses, under the new rules, the inputs used to record the allowance for credit losses generally will need to change to appropriately reflect an estimate of all expected credit losses and the use of reasonable and supportable forecasts. Additionally, credit losses on available-for-sale debt securities will now have to be presented as an allowance rather than as a write-down.

ASU No. 2019-10 Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) – Effective Dates updated the effective date of this ASU for smaller reporting companies, such as the Company, to fiscal years beginning after December 15, 2022.  The Company selected a software vendor for applying this new ASU for Current Expected Credit Losses (“CECL”), began implementation of the software in the second quarter of 2018, completed integration during the third quarter of 2018 and ran parallel computations with both systems using the current GAAP incurred loss model in the fourth quarter of 2018.  The Company went live with this software beginning in January 2019 for its monthly incurred loss computations and began modeling the new current expected credit loss model assumptions to the allowance for loan losses computation.  During 2019, 2020 and the first sixnine months of 2021, the Company modeled the various methods prescribed in the ASU against the Company’s identified loan segments.  The Company anticipates continuing to run parallel computations and fine tune assumptions as it continues to evaluate the impact of adoption of the new standard.  The COVID-19 pandemic that broke out in the United States in the first quarter of 2020 and continued into 2021 may have a significant impact on allowance computations under the incurred loss model which could be amplified under the new standard.

-13-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SECURITIES

The amortized cost and fair value of securities at period-end were as follows (dollars in thousands):

 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Value
  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Value
 
June 30, 2021
            
September 30, 2021
            
Available for Sale                        
U.S. Treasury and federal agency securities $67,990  $128  $(726) $67,392  $69,488  $85  $(701) $68,872 
U.S. Agency MBS and CMOs  63,766   895   (414)  64,247   64,353   691   (535)  64,509 
Tax-exempt state and municipal bonds  39,165   1,560   0   40,725   38,624   1,384   0   40,008 
Taxable state and municipal bonds  62,031   1,317   (216)  63,132   63,723   1,170   (300)  64,593 
Corporate bonds and other debt securities  4,320   139   0   4,459   3,396   97   0   3,493 
 $237,272  $4,039  $(1,356) $239,955  $239,584  $3,427  $(1,536) $241,475 
Held to Maturity                                
Tax-exempt state and municipal bonds $121,867  $3,108  $(3) $124,972  $137,569  $2,890  $(47) $140,412 

  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Value
 
December 31, 2020
            
Available for Sale            
U.S. Treasury and federal agency securities $63,993  $287  $(170) $64,110 
U.S. Agency MBS and CMOs  63,652   1,376   (45)  64,983 
Tax-exempt state and municipal bonds  43,739   1,903   0   45,642 
Taxable state and municipal bonds  55,383   1,801   (7)  57,177 
Corporate bonds and other debt securities  4,731   189   0   4,920 
  $231,498  $5,556  $(222) $236,832 
Held to Maturity                
Tax-exempt state and municipal bonds $79,468  $3,778  $0  $83,246 

There were 0 sales of securities in the three and sixnine month periods ended JuneSeptember 30, 2021 and 2020.

Contractual maturities of debt securities at JuneSeptember 30, 2021 were as follows (dollars in thousands):

 Held–to-Maturity Securities  Available-for-Sale Securities  Held–to-Maturity Securities  Available-for-Sale Securities 
 
Amortized
Cost
  
Fair
Value
  
Amortized
Cost
  
Fair
Value
  
Amortized
Cost
  
Fair
Value
  
Amortized
Cost
  
Fair
Value
 
Due in one year or less $25,788  $25,908  $24,921  $25,137  $31,503  $31,569  $22,681  $22,881 
Due from one to five years  64,665   65,661   61,955   63,806   69,127   70,077   66,771   68,448 
Due from five to ten years  13,834   14,960   89,028   89,258   19,359   20,425   87,960   87,899 
Due after ten years  17,580   18,443   61,368   61,754   17,580   18,341   62,172   62,247 
 $121,867  $124,972  $237,272  $239,955  $137,569  $140,412  $239,584  $241,475 

-14-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SECURITIES (Continued)

Securities with unrealized losses at JuneSeptember 30, 2021 and December 31, 2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (dollars in thousands):

 Less than 12 Months  12 Months or More  Total  Less than 12 Months  12 Months or More  Total 
June 30, 2021
 
Fair
Value
  
Unrealized
Loss
  
Fair
Value
  
Unrealized
Loss
  
Fair
Value
  
Unrealized
Loss
 
September 30, 2021
 
Fair
Value
  
Unrealized
Loss
  
Fair
Value
  
Unrealized
Loss
  
Fair
Value
  
Unrealized
Loss
 
Available for Sale                                    
U.S. Treasury and federal agency securities $45,674  $(726) $0  $0  $45,674  $(726) $53,249  $(655) $4,953  $(46) $58,202  $(701)
U.S. Agency MBS and CMOs  25,171   (414)  0   0   25,171   (414)  34,332   (510)  1,563   (25)  35,895   (535)
Tax-exempt state and municipal bonds  0   0   0   0   0   0   250   0   0   0   250   0 
Taxable state and municipal bonds  18,689   (216)  0   0   18,689   (216)  21,919   (285)  490   (15)  22,409   (300)
Corporate bonds and other debt securities  0   0   0   0   0   0   0   0   0   0   0   0 
Total $89,534  $(1,356) $0  $0  $89,534  $(1,356) $109,750  $(1,450) $7,006  $(86) $116,756  $(1,536)
                                                
Held to Maturity                                                
Tax-exempt state and municipal bonds $13,774  $(3) $0  $0  $13,774  $(3) $20,390  $(47) $0  $0  $20,390  $(47)

  Less than 12 Months  12 Months or More  Total 
December 31, 2020
 
Fair
Value
  
Unrealized
Loss
  
Fair
Value
  
Unrealized
Loss
  
Fair
Value
  
Unrealized
Loss
 
Available for Sale                  
U.S. Treasury and federal agency securities $22,830  $(170) $0  $0  $22,830  $(170)
U.S. Agency MBS and CMOs  9,299   (45)  0   0   9,299   (45)
Tax-exempt state and municipal bonds  0   0   0   0   0   0 
Taxable state and municipal bonds  2,336   (7)  0   0   2,336   (7)
Corporate bonds and other debt securities  0   0   0   0   0   0 
Total $34,465  $(222) $0  $0  $34,465  $(222)
                         
Held to Maturity                        
Tax-exempt state and municipal bonds $0  $0  $0  $0  $0  $0 

Other-Than-Temporary-Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. At JuneSeptember 30, 2021, 6988 securities available for sale with fair values totaling $89.5$116.8 million had unrealized losses totaling $1.4$1.5 million.  At JuneSeptember 30, 2021, 27 securities held to maturity with fair values totaling $13.8$20.4 million had unrealized losses totaling $3,000.$47,000.  Management has the intent and ability to hold the securities classified as held to maturity until they mature, at which time the Company will receive full value for the securities.  In addition, management believes it is more likely than not that the Company will not be required to sell any of its investment securities before a recovery of cost.  Management determined that the unrealized losses for the three and sixnine month periods ended JuneSeptember 30, 2021 and 2020 were attributable to changes in interest rates and not due to credit quality.  As such, 0 OTTI charges were necessary during each period.

Securities with a carrying value of approximately $5.0 million and $6.1 million were pledged as security for public deposits, letters of credit and for other purposes required or permitted by law at JuneSeptember 30, 2021 and December 31, 2020, respectively.


-15-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3 – LOANS



Portfolio loans were as follows (dollars in thousands):


 
June 30,
2021
  
December 31,
2020
  
September 30,
2021
  
December 31,
2020
 
Commercial and industrial:            
Commercial and industrial, excluding PPP $359,821  $436,331  $356,812  $436,331 
PPP  169,679   229,079   77,571   229,079 
Total commercial and industrial  529,500   665,410   434,383   665,410 
Commercial real estate:                
Residential developed  7,279   8,549   6,184   8,549 
Unsecured to residential developers  60   0   19   0 
Vacant and unimproved  36,797   47,122   36,616   47,122 
Commercial development  673   857   403   857 
Residential improved  98,217   114,392   100,608   114,392 
Commercial improved  273,229   266,006   267,910   266,006 
Manufacturing and industrial  113,644   115,247   115,470   115,247 
Total commercial real estate  529,899   552,173   527,210   552,173 
Consumer:                
Residential mortgage  124,156   149,556   119,106   149,556 
Unsecured  129   161   103   161 
Home equity  50,826   57,975   52,127   57,975 
Other secured  3,817   4,056   3,684   4,056 
Total consumer  178,928   211,748   175,020   211,748 
Total loans  1,238,327   1,429,331   1,136,613   1,429,331 
Allowance for loan losses  (16,806
)
  (17,408
)
  (16,532
)
  (17,408
)
 $1,221,521  $1,411,923  $1,120,081  $1,411,923 


-16-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


Activity in the allowance for loan losses by portfolio segment was as follows (dollars in thousands):


Three months ended September 30, 2021 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Beginning balance $5,206  $8,740  $2,856  $4  $16,806 
Charge-offs  0   0   (22)  0   (22)
Recoveries  265   11   22   0   298 
Provision for loan losses  (259)  (250)  (68)  27   (550)
Ending Balance $5,212  $8,501  $2,788  $31  $16,532 


Three months ended June 30, 2021 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Three months ended September 30, 2020 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Beginning balance $5,801  $8,898  $2,718  $35  $17,452  $5,431  $7,262  $3,138  $24  $15,855 
Charge-offs  0   0   (30)  0   (30)  0  0  (24)  0   (24)
Recoveries  35   72   27   0   134   22   168   37   0   227 
Provision for loan losses  (630)  (230)  141   (31)  (750)  513  237   (242)  (8)  500 
Ending Balance $5,206  $8,740  $2,856  $4  $16,806  $5,966  $7,667  $2,909  $16  $16,558 


Three months ended June 30, 2020 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Nine months ended September 30, 2021 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Beginning balance $8,807  $6,913  $3,130  $39  $18,889  $6,632  $7,999  $2,758  $19  $17,408 
Charge-offs  (1,192)  (2,957)  (34)  0   (4,183)  0   0   (102)  0   (102)
Recoveries  83   17   49   0   149   320   122   84   0   526 
Provision for loan losses  (2,267)  3,289   (7)  (15)  1,000   (1,740)  380   48   12  (1,300)
Ending Balance $5,431  $7,262  $3,138  $24  $15,855  $5,212  $8,501  $2,788  $31  $16,532 


Six months ended June 30, 2021 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Nine months ended September 30, 2020 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Beginning balance $6,632  $7,999  $2,758  $19  $17,408  $7,658  $6,521  $3,009  $12  $17,200 
Charge-offs  0   0   (80)  0   (80)  (1,192)  (2,957)  (97)  0   (4,246)
Recoveries  55   111   62   0   228   124   1,159   121   0   1,404 
Provision for loan losses  (1,481)  630   116   (15)  (750)  (624)  2,944   (124)  4   2,200 
Ending Balance $5,206  $8,740  $2,856  $4  $16,806  $5,966  $7,667  $2,909  $16  $16,558 


Six months ended June 30, 2020 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Beginning balance $7,658  $6,521  $3,009  $12  $17,200 
Charge-offs  (1,192)  (2,957)  (73)  0   (4,222)
Recoveries  102   991   84   0   1,177 
Provision for loan losses  (1,137)  2,707   118   12   1,700 
Ending Balance $5,431  $7,262  $3,138  $24  $15,855 


-17-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method (dollars in thousands):


June 30, 2021 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
September 30, 2021 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Allowance for loan losses:                              
Ending allowance attributable to loans:                              
Individually reviewed for impairment $306  $175  $280  $0  $761  $303  $10  $261  $0  $574 
Collectively evaluated for impairment  4,900   8,565   2,576   4   16,045   4,909   8,491   2,527   31   15,958 
Total ending allowance balance $5,206  $8,740  $2,856  $4  $16,806  $5,212  $8,501  $2,788  $31  $16,532 
Loans:                                        
Individually reviewed for impairment $777  $2,357  $3,543  $0  $6,677  $969  $1,165  $3,296  $0  $5,430 
Collectively evaluated for impairment  528,723   527,542   175,385   0   1,231,650   433,414   526,045   171,724   0   1,131,183 
Total ending loans balance $529,500  $529,899  $178,928  $0  $1,238,327  $434,383  $527,210  $175,020  $0  $1,136,613 


December 31, 2020 
Commercial
and
Industrial
  
Commercial
Real Estate
  Consumer  Unallocated  Total 
Allowance for loan losses:               
Ending allowance attributable to loans:               
Individually reviewed for impairment $587  $313  $310  $0  $1,210 
Collectively evaluated for impairment  6,045   7,686   2,448   19   16,198 
Total ending allowance balance $6,632  $7,999  $2,758  $19  $17,408 
Loans:                    
Individually reviewed for impairment $3,957  $2,613  $4,049  $0  $10,619 
Collectively evaluated for impairment  661,453   549,560   207,699   0   1,418,712 
Total ending loans balance $665,410  $552,173  $211,748  $0  $1,429,331 


-18-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


The following table presents loans individually evaluated for impairment by class of loans as of JuneSeptember 30, 2021 (dollars in thousands):


June 30, 2021 
Unpaid
Principal
Balance
  
Recorded
Investment
  
Allowance
Allocated
 
September 30, 2021 
Unpaid
Principal
Balance
  
Recorded
Investment
  
Allowance
Allocated
 
With no related allowance recorded:                  
Commercial and industrial $0  $0  $  $72  $72  $ 
Commercial real estate:                        
Residential improved  5   5      42   42    
Commercial improved  1,001   1,001      929   929    
  1,006   1,006      971   971    
Consumer  0   0      0   0    
Total with no related allowance recorded $1,006  $1,006  $  $1,043  $1,043  $ 
                        
With an allowance recorded:                        
Commercial and industrial $777  $777  $306  $897  $897  $303 
Commercial real estate:                        
Commercial improved  1,154   1,154   166   0   0   0 
Manufacturing and industrial  197   197   9   194   194   10 
  1,351   1,351   175   194   194   10 
Consumer:                        
Residential mortgage  3,103   3,103   246   2,944   2,944   233 
Unsecured  104   104   8   84   84   7 
Home equity  335   335   26   267   267   21 
Other secured  1   1   0   1   1   0 
  3,543   3,543   280   3,296   3,296   261 
Total with an allowance recorded $5,671  $5,671  $761  $4,387  $4,387  $574 
Total $6,677  $6,677  $761  $5,430  $5,430  $574 


-19-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2020 (dollars in thousands):


December 31, 2020 
Unpaid
Principal
Balance
  
Recorded
Investment
  
Allowance
Allocated
 
With no related allowance recorded:         
Commercial and industrial $156  $156  $ 
Commercial real estate:            
Residential improved  107   107    
Commercial improved  714   714    
   821   821    
Consumer  0   0    
Total with no related allowance recorded $977  $977  $ 
             
With an allowance recorded:            
Commercial and industrial $3,801  $3,801  $587 
Commercial real estate:            
Residential developed  67   67   3 
Commercial improved  1,524   1,524   301 
Manufacturing and industrial  201   201   9 
   1,792   1,792   313 
Consumer:            
Residential mortgage  3,484   3,484   266 
Unsecured  123   123   10 
Home equity  419   419   32 
Other secured  23   23   2 
   4,049   4,049   310 
Total with an allowance recorded $9,642  $9,642  $1,210 
Total $10,619  $10,619  $1,210 




-20-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


The following table presents information regarding average balances of impaired loans and interest recognized on impaired loans for the three and sixnine month periods ended JuneSeptember 30, 2021 and 2020 (dollars in thousands):


 
Three
Months
Ended
June 30,
2021
  
Three
Months
Ended
June 30,
2020
  
Six
Months
Ended
June 30,
2021
  
Six
Months
Ended
June 30,
2020
  
Three
Months
Ended
September 30,
2021
  
Three
Months
Ended
September 30,
2020
  
Nine
Months
Ended
September 30,
2021
  
Nine
Months
Ended
September 30,
2020
 
Average of impaired loans during the period:                        
Commercial and industrial $1,916  $4,261  $3,251  $5,438  $749  $2,208  $2,417  $4,362 
Commercial real estate:                                
Residential developed  0   73   22   73   0   71   15   72 
Residential improved  33   196   60   232   18   168   46   211 
Commercial improved  2,170   6,485   2,190   6,154   1,349   1,650   1,909   4,652 
Manufacturing and industrial  197   353   198   355   195   347   197   352 
Consumer  3,619   4,707   3,780   4,810   3,362   4,441   3,641   4,687 
Interest income recognized during impairment:                                
Commercial and industrial  9   17   143   290   40   23   336   303 
Commercial real estate  35   157   66   256   22   33   88   193 
Consumer  31   112   69   169   28   41   97   153 
Cash-basis interest income recognized                                
Commercial and industrial  8   18   134   295   37   13   356   298 
Commercial real estate  35   181   66   309   22   33   88   218 
Consumer  32   105   68   165   30   43   98   148 


-21-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.  The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of JuneSeptember 30, 2021 and December 31, 2020:


June 30, 2021 Nonaccrual  
Over 90
days
Accruing
 
September 30, 2021 Nonaccrual  
Over 90
days
Accruing
 
Commercial and industrial $0  $0  $0  $0 
Commercial real estate:                
Residential improved  5   0   5   0 
Commercial improved  336   0   327   0 
  341   0   332   0 
Consumer:                
Residential mortgage  92   0   88   0 
  92   0   88   0 
Total $433  $0  $420  $0 


December 31, 2020 Nonaccrual  
Over 90 days
Accruing
 
Commercial and industrial $0  $0 
Commercial real estate:        
Residential improved  87   0 
Commercial improved  351   0 
   438   0 
Consumer:        
Residential mortgage  95   0 
   95   0 
Total $533  $0 


-22-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


The following table presents the aging of the recorded investment in past due loans as of JuneSeptember 30, 2021 and December 31, 2020 by class of loans (dollars in thousands):


June 30, 2021 
30-90
Days
  
Greater Than
90 Days
  
Total
Past Due
  
Loans Not
Past Due
  Total 
September 30, 2021 
30-90
Days
  
Greater Than
90 Days
  
Total
Past Due
  
Loans Not
Past Due
  Total 
Commercial and industrial $30  $0  $30  $529,470  $529,500  $0  $0  $0  $434,383  $434,383 
Commercial real estate:                                        
Residential developed  0   0   0   7,279   7,279   0   0   0   6,184   6,184 
Unsecured to residential developers  0   0   0   60   60   0   0   0   19   19 
Vacant and unimproved  0   0   0   36,797   36,797   0   0   0   36,616   36,616 
Commercial development  0   0   0   673   673   0   0   0   403   403 
Residential improved  0   5   5   98,212   98,217   0   5   5   100,603   100,608 
Commercial improved  0   0   0   273,229   273,229   344   0   344   267,566   267,910 
Manufacturing and industrial  0   0   0   113,644   113,644   0   0   0   115,470   115,470 
  0   5   5   529,894   529,899   344   5   349   526,861   527,210 
Consumer:                                        
Residential mortgage  0   91   91   124,065   124,156   0   87   87   119,019   119,106 
Unsecured  0   0   0   129   129   0   0   0   103   103 
Home equity  0   0   0   50,826   50,826   0   0   0   52,127   52,127 
Other secured  0   0   0   3,817   3,817   1   0   1   3,683   3,684 
  0   91   91   178,837   178,928   1   87   88   174,932   175,020 
Total $30  $96  $126  $1,238,201  $1,238,327  $345  $92  $437  $1,136,176  $1,136,613 


December 31, 2020 
30-90
Days
  
Greater Than
90 Days
  
Total
Past Due
  
Loans Not
Past Due
  Total 
Commercial and industrial $45  $0  $45  $665,365  $665,410 
Commercial real estate:                    
Residential developed  0   0   0   8,549   8,549 
Unsecured to residential developers  0   0   0   0   0 
Vacant and unimproved  0   0   0   47,122   47,122 
Commercial development  0   0   0   857   857 
Residential improved  0   87   87   114,305   114,392 
Commercial improved  353   0   353   265,653   266,006 
Manufacturing and industrial  0   0   0   115,247   115,247 
   353   87   440   551,733   552,173 
Consumer:                    
Residential mortgage  0   94   94   149,462   149,556 
Unsecured  0   0   0   161   161 
Home equity  0   0   0   57,975   57,975 
Other secured  2   0   2   4,054   4,056 
   2   94   96   211,652   211,748 
Total $400  $181  $581  $1,428,750  $1,429,331 


-23-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


The Company had allocated $596,000$574,000 and $1,210,000 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings (“TDRs”) as of JuneSeptember 30, 2021 and December 31, 2020, respectively.  These loans may have involved the restructuring of terms to allow customers to mitigate the risk of foreclosure by meeting a lower loan payment requirement based upon their current cash flow.  These may also include loans that renewed at existing contractual rates, but below market rates for comparable credit.  The Company has been active at utilizing these programs and working with its customers to reduce the risk of foreclosure.  For commercial loans, these modifications typically include an interest only period and, in some cases, a lowering of the interest rate on the loan.  In some cases, the modification will include separating the note into 2 notes with the first note structured to be supported by current cash flows and collateral, and the second note made for the remaining unsecured debt.  The second note is charged off immediately and collected only after the first note is paid in full.  This modification type is commonly referred to as an A-B note structure.  For consumer mortgage loans, the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief.  For each restructuring, a comprehensive credit underwriting analysis of the borrower’s financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt.  An analysis is also performed to determine whether the restructured loan should be on accrual status.  Generally, if the loan is on accrual at the time of restructure, it will remain on accrual after the restructuring.  In some cases, a nonaccrual loan may be placed on accrual at restructuring if the loan’s actual payment history demonstrates it would have cash flowed under the restructured terms.  After 6 consecutive payments under the restructured terms, a nonaccrual restructured loan is reviewed for possible upgrade to accruing status.



In situations where there is a subsequent modification or renewal and the loan is brought to market terms, including a contractual interest rate not less than a market interest rate for new debt with similar credit risk characteristics, the TDR and impaired loan designations may be removed.  In addition, the TDR designation may also be removed from loans modified under an A-B note structure.  If the remaining “A” note is at a market rate at the time of restructuring (taking into account the borrower’s credit risk and prevailing market conditions), the loan can be removed from TDR designation in a subsequent calendar year after six months of performance in accordance with the new terms.  The market rate relative to the borrower’s credit risk is determined through analysis of market pricing information gathered from peers and use of a loan pricing model.  The general objective of the model is to achieve a consistent return on equity from one credit to the next, taking into consideration differences in credit risk.  In the model, credits with higher risk receive a higher potential loss allocation, and therefore require a higher interest rate to achieve the target return on equity.



As with other impaired loans, an allowance for loan loss is estimated for each TDR based on the most likely source of repayment for each loan.  For impaired commercial real estate loans that are collateral dependent, the allowance is computed based on the fair value of the underlying collateral, less estimated costs to sell.  For impaired commercial loans where repayment is expected from cash flows from business operations, the allowance is computed based on a discounted cash flow computation.  Certain groups of TDRs, such as residential mortgages, have common characteristics and for them the allowance is computed based on a discounted cash flow computation on the change in weighted rate for the pool.  The allowance allocations for commercial TDRs where we have reduced the contractual interest rate are computed by measuring cash flows using the new payment terms discounted at the original contractual rate.



The following table presents information regarding troubled debt restructurings as of JuneSeptember 30, 2021 and December 31, 2020 (dollars in thousands):


 June 30, 2021  December 31, 2020  September 30, 2021  December 31, 2020 
 
Number of
Loans
  
Outstanding
Recorded
Balance
  
Number of
Loans
  
Outstanding
Recorded
Balance
  
Number of
Loans
  
Outstanding
Recorded
Balance
  
Number of
Loans
  
Outstanding
Recorded
Balance
 
Commercial and industrial  4  $777   7  $3,957   5  $969   7  $3,957 
Commercial real estate  6   1,202   9   1,439   6   1,165   9   1,439 
Consumer  52   3,544   60   4,049   48   3,296   60   4,049 
  62  $5,523   76  $9,445   59  $5,430   76  $9,445 


-24-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


The following table presents information related to accruing troubled debt restructuringsTDRs as of JuneSeptember 30, 2021 and December 31, 2020.  The table presents the amount of accruing troubled debt restructurings that were on nonaccrual status prior to the restructuring, accruing at the time of restructuring and those that were upgraded to accruing status after receiving six consecutive monthly payments in accordance with the restructured terms as of each period reported (dollars in thousands):


 
June 30,
2021
  
December 31,
2020
  
September 30,
2021
  
December 31,
2020
 
Accruing TDR - nonaccrual at restructuring $0  $0  $0  $0 
Accruing TDR - accruing at restructuring  4,851   5,479   4,554   5,479 
Accruing TDR - upgraded to accruing after six consecutive payments  331   3,529   544   3,529 
 $5,182  $9,008  $5,098  $9,008 



There were 0 TDRs executed during the three month and sixnine month periods ended JuneSeptember 30, 2021.  There was 1 consumer TDR totaling $27,000were 0 TDRs executed during the three month period ended JuneSeptember 30, 2020 and 2 consumer TDRs totaling $30,000 executed during the sixnine month period ended JuneSeptember 30, 2020.



According to the accounting standards, not all loan modifications are TDRs.  TDRs are modifications or renewals where the Company has granted a concession to a borrower in financial distress.  The Company reviews all modifications and renewals for determination of TDR status.  In some situations a borrower may be experiencing financial distress, but the Company does not provide a concession.  These modifications are not considered TDRs.  In other cases, the Company might provide a concession, such as a reduction in interest rate, but the borrower is not experiencing financial distress.  This could be the case if the Company is matching a competitor’s interest rate.  These modifications would also not be considered TDRs.  Finally, any renewals at existing terms for borrowers not experiencing financial distress would not be considered TDRs.  As with other loans not considered TDR or impaired, allowance allocations are based on the historical based allocation for the applicable loan grade and loan class.



Payment defaults on TDRs have been minimal and during the three and sixnine month periods ended JuneSeptember 30, 2021 and 2020, the balance of loans that became delinquent by more than 90 days past due or that were transferred to nonaccrual within 12 months of restructuring were not material.



In late March 2020, the federal banking regulators issued guidance that modifications made to a borrower affected by the COVID-19 pandemic and governmental shutdown orders do not need to be identified as a TDR if the loan was current at the time a modification plan was implemented.  Section 4013 of the CARES Act also addressed COVID-19 related modifications and specified that such modifications made on loans that were current as of December 31, 2019 are not TDRs.  On December 27, 2020, President Trump signed another COVID-19 relief bill that extends this guidance until the earlier of January 1, 2022 or 60 days after the national emergency termination date.  Through JuneSeptember 30, 2021, the Bank had applied this guidance and had made 726 such modifications with principal balances totaling $337.2 million.  The Bank continues to follow the guidance issued by the banking regulators in making any TDR determinations.  At JuneSeptember 30, 2021, there were 0 such loans still in their modification period.


-25-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


Credit Quality Indicators:   The Company categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors.  The Company analyzes commercial loans individually and classifies these relationships by credit risk grading.  The Company uses an 8 point grading system, with grades 5 through 8 being considered classified, or watch, credits.  All commercial loans are assigned a grade at origination, at each renewal or any amendment.  When a credit is first downgraded to a watch credit (either through renewal, amendment, loan officer identification or the loan review process), an Administrative Loan Review (“ALR”) is generated by the credit department and the loan officer.  All watch credits have an ALR completed quarterly which analyzes the collateral position and cash flow of the borrower and its guarantors.  Management meets quarterly with loan officers to discuss each of these credits in detail and to help formulate solutions where progress has stalled.  When necessary, the loan officer proposes changes to the assigned loan grade as part of the ALR.  Additionally, Loan Review reviews all loan grades upon origination, renewal or amendment and again as loans are selected though the loan review process.  The credit will stay on the ALR until either its grade has improved to a 4 or the credit relationship is at a zero balance.  The Company uses the following definitions for the risk grades:



1. Excellent - Loans supported by extremely strong financial condition or secured by the Bank’s own deposits. Minimal risk to the Bank and the probability of serious rapid financial deterioration is extremely small.



2. Above Average - Loans supported by sound financial statements that indicate the ability to repay or borrowings secured (and margined properly) with marketable securities. Nominal risk to the Bank and probability of serious financial deterioration is highly unlikely. The overall quality of these credits is very high.



3. Good Quality - Loans supported by satisfactory asset quality and liquidity, good debt capacity coverage, and good management in all critical positions. Loans are secured by acceptable collateral with adequate margins. There is a slight risk of deterioration if adverse market conditions prevail.



4. Acceptable Risk - Loans carrying an acceptable risk to the Bank, which may be slightly below average quality. The borrower has limited financial strength with considerable leverage. There is some probability of deterioration if adverse market conditions prevail. These credits should be monitored closely by the Relationship Manager.



5. Marginally Acceptable - Loans are of marginal quality with above normal risk to the Bank. The borrower shows acceptable asset quality but very little liquidity with high leverage. There is inconsistent earning performance without the ability to sustain adverse market conditions. The primary source of repayment is questionable, but the secondary source of repayment still remains an option. Very close attention by the Relationship Manager and management is needed.



6. Substandard - Loans are inadequately protected by the net worth and paying capacity of the borrower or the collateral pledged. The primary and secondary sources of repayment are questionable. Heavy debt condition may be evident and volume and earnings deterioration may be underway. It is possible that the Bank will sustain some loss if the deficiencies are not immediately addressed and corrected.



7. Doubtful - Loans supported by weak or no financial statements, as well as the ability to repay the entire loan, are questionable. Loans in this category are normally characterized less than adequate collateral, insolvent, or extremely weak financial condition. A loan classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses makes collection or liquidation in full highly questionable. The possibility of loss is extremely high, however, activity may be underway to minimize the loss or maximize the recovery.



8. Loss - Loans are considered uncollectible and of little or no value as a bank asset.

-26-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS (Continued)


As of JuneSeptember 30, 2021 and December 31, 2020, the risk grade category of commercial loans by class of loans were as follows (dollars in thousands):


June 30, 2021
 1
  2
  3
  4
  5
  6
  7
  8
  Total 
September 30, 2021
 1
  2
  3
  4
  5
  6
  7
  8
  Total 
Commercial and industrial $184,726  $15,160  $90,079  $235,577  $2,990  $968  $0  $0  $529,500  $92,615  $13,376  $94,433  $230,163  $2,862  $934  $0  $0  $434,383 
                                                                        
Commercial real estate:                                                                        
Residential developed  0   0   0   7,279   0   0   0   0   7,279   0   0   0   6,184   0   0   0   0   6,184 
Unsecured to residential developers  0   0   60   0   0   0   0   0   60   0   0   19   0   0   0   0   0   19 
Vacant and unimproved  0   1,818   8,833   26,146   0   0   0   0   36,797   0   1,791   9,028   25,797   0   0   0   0   36,616 
Commercial development  0   0   224   449   0   0   0   0   673   0   0   220   183   0   0   0   0   403 
Residential improved  0   0   20,948   77,066   198   0   5   0   98,217   0      22,774   77,705   124   0   5   0   100,608 
Commercial improved  0   7,396   61,708   194,758   7,877   1,154   336   0   273,229   0   13,713   64,208   182,085   7,577   0   327   0   267,910 
Manufacturing & industrial  0   2,013   28,637   79,487   3,507   0   0   0   113,644   0   3,563   42,672   66,440   2,795   0   0   0   115,470 
 $184,726  $26,387  $210,489  $620,762  $14,572  $2,122  $341  $0  $1,059,399  $92,615  $32,443  $233,354  $588,557  $13,358  $934  $332  $0  $961,593 


December 31, 2020
 1
  2
  3  4
  5
  6
  7
  8
  Total 
Commercial and industrial $244,079  $14,896  $111,611  $276,728  $13,957  $4,139  $0  $0  $665,410 
                                     
Commercial real estate:                                    
Residential developed  0   0   0   8,549   0   0   0   0   8,549 
Vacant and unimproved  0   3,473   9,427   32,751   1,471   0   0   0   47,122 
Commercial development  0   0   302   555   0   0   0   0   857 
Residential improved  0   0   23,706   90,372   227   0   87   0   114,392 
Commercial improved  0   6,328   58,483   192,030   7,641   1,174   350   0   266,006 
Manufacturing & industrial  0   0   31,451   80,075   3,721   0   0   0   115,247 
  $244,079  $24,697  $234,980  $681,060  $27,017  $5,313  $437  $0  $1,217,583 



Commercial loans rated a 6 or worse per the Company’s internal risk rating system are considered substandard, doubtful or loss. Commercial loans classified as substandard or worse were as follows at period-end (dollars in thousands):


 
June 30,
2021
  
December 31,
2020
  
September 30,
2021
  
December 31,
2020
 
Not classified as impaired $390  $591  $263  $591 
Classified as impaired  2,073   5,159   1,003   5,159 
Total commercial loans classified substandard or worse $2,463  $5,750  $1,266  $5,750 



The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For consumer loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in consumer loans based on payment activity (dollars in thousands):


June 30, 2021 
Residential
Mortgage
  
Consumer
Unsecured
  
Home
Equity
  
Consumer
Other
 
September 30, 2021 
Residential
Mortgage
  
Consumer
Unsecured
  
Home
Equity
  
Consumer
Other
 
Performing $124,065  $129  $50,826  $3,817  $119,018  $103  $52,127  $3,684 
Nonperforming  91   0   0   0   88   0   0   0 
Total $124,156  $129  $50,826  $3,817  $119,106  $103  $52,127  $3,684 


December 31, 2020 
Residential
Mortgage
  
Consumer
Unsecured
  
Home
Equity
  
Consumer
Other
  
Residential
Mortgage
  
Consumer
Unsecured
  
Home
Equity
  
Consumer
Other
 
Performing $149,462  $161  $57,975  $4,056  $149,461  $161  $57,975  $4,056 
Nonperforming  94   0   0   0   95   0   0   0 
Total $149,556  $161  $57,975  $4,056  $149,556  $161  $57,975  $4,056 

-27-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 – FAIR VALUE

ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value include:


Level 1:Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.


Level 2:Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.


Level 3:Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Investment Securities: The fair values of investment securities are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).  The fair values of certain securities held to maturity are determined by computing discounted cash flows using observable and unobservable market inputs (Level 3 inputs).

Loans Held for Sale: The fair value of loans held for sale is based upon binding quotes from third party investors (Level 2 inputs).

Impaired Loans: Loans identified as impaired are measured using one of three methods: the loan’s observable market price, the fair value of collateral or the present value of expected future cash flows.  For each period presented, no impaired loans were measured using the loan’s observable market price.  If an impaired loan has had a charge-off or if the fair value of the collateral is less than the recorded investment in the loan, we establish a specific reserve and report the loan as nonrecurring Level 3.  The fair value of collateral of impaired loans is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Other Real Estate Owned: Other real estate owned (OREO) properties are initially recorded at fair value, less estimated costs to sell when acquired, establishing a new cost basis.  Adjustments to OREO are measured at fair value, less costs to sell. Fair values are generally based on third party appraisals or realtor evaluations of the property. These appraisals and evaluations may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.  Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available.  Such adjustments are usually significant and typically result in a Level 3 classification.  In cases where the carrying amount exceeds the fair value, less estimated costs to sell, an impairment loss is recognized through a valuation allowance, and the property is reported as nonrecurring Level 3.

Interest Rate Swaps: For interest rate swap agreements, we measure fair value utilizing pricing provided by a third-party pricing source that that uses market observable inputs, such as forecasted yield curves, and other unobservable inputs and accordingly, interest rate swap agreements are classified as Level 3.

-28-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 – FAIR VALUE (Continued)

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

 
Fair
Value
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
  
Fair
Value
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
 
June 30, 2021
            
September 30, 2021
            
U.S. Treasury and federal agency securities $67,392  $0  $67,392  $0  $68,872  $0  $68,872  $0 
U.S. Agency MBS and CMOs  64,247   0   64,247   0   64,509   0   64,509   0 
Tax-exempt state and municipal bonds  40,725   0   40,725   0   40,008   0   40,008   0 
Taxable state and municipal bonds  63,132   0   63,132   0   64,593   0   64,593   0 
Corporate bonds and other debt securities  4,459   0   4,459   0   3,493   0   3,493   0 
Other equity securities  1,491   0   1,491   0   1,484   0   1,484   0 
Loans held for sale  4,752   0   4,752   0   2,635   0   2,635   0 
Interest rate swaps  3,586   0   0   3,586   3,446   0   0   3,446 
Interest rate swaps  (3,586)  0   0   (3,586)  (3,446)  0   0   (3,446)
                                
December 31, 2020
                                
Available for sale securities                                
U.S. Treasury and federal agency securities $64,110  $0  $64,110  $0  $64,110  $0  $64,110  $0 
U.S. Agency MBS and CMOs  64,983   0   64,983   0   64,983   0   64,983   0 
Tax-exempt state and municipal bonds  45,642   0   45,642   0   45,642   0   45,642   0 
Taxable state and municipal bonds  57,177   0   57,177   0   57,177   0   57,177   0 
Corporate bonds and other debt securities  4,920   0   4,920   0   4,920   0   4,920   0 
Other equity securities  1,513   0   1,513   0   1,513   0   1,513   0 
Loans held for sale  5,422   0   5,422   0   5,422   0   5,422   0 
Interest rate swaps  4,217   0   0   4,217   4,217   0   0   4,217 
Interest rate swaps  (4,217)  0   0   (4,217)  (4,217)  0   0   (4,217)

Assets measured at fair value on a non-recurring basis are summarized below (in thousands):

   
Fair
Value
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
 
June 30, 2021
            
Impaired loans $1,665  $0  $0  $1,665 
Other real estate owned  0   0   0   0 
                 
December 31, 2020
                
Impaired loans $4,686  $0  $0  $4,686 
Other real estate owned  194   0   0   194 
 
 
Fair
Value
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
 
September 30, 2021
            
Impaired loans $794  $0  $0  $794 
                 
December 31, 2020
                
Impaired loans $4,686  $0  $0  $4,686 
Other real estate owned  194   0   0   194 

-29-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 – FAIR VALUE (Continued)

Quantitative information about Level 3 fair value measurements measured on a non-recurring basis was as follows at period end (dollars in thousands):

 
Asset Fair
Value
 
Valuation
Technique
 
Unobservable
Inputs
 Range (%) 
Asset Fair
Value
 
Valuation
Technique
 
Unobservable
Inputs
 Range (%)
June 30, 2021               
September 30, 2021               
Impaired Loans $1,665 Sales comparison approach Adjustment for differences between comparable sales 1.0 to 30.0 $794 Sales comparison approach Adjustment for differences between comparable sales 1.0 to 7.0
    Income approach Capitalization rate 9.5 to 11.0

  
Asset Fair
Value
 
Valuation
Technique
 
Unobservable
Inputs
 Range (%)
December 31, 2020               
Impaired Loans $4,686 Sales comparison approach Adjustment for differences between comparable sales 1.5 to 20.0
     Income approach Capitalization rate 9.5 to 11.0
Other real estate owned  194 Sales comparison approach Adjustment for differences between comparable sales 3.0 to 20.0
     Income approach Capitalization rate 9.5 to 11.0


-30-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 – FAIR VALUE (Continued)

The carrying amounts and estimated fair values of financial instruments, not previously presented, were as follows at JuneSeptember 30, 2021 and December 31, 2020 (dollars in thousands):


Level in June 30, 2021  December 31, 2020 Level in September 30, 2021  December 31, 2020 

Fair Value
Hierarchy
 
Carrying
Amount
  
Fair
Value
  
Carrying
Amount
  
Fair
Value
 
Fair Value
Hierarchy
 
Carrying
Amount
  
Fair
Value
  
Carrying
Amount
  
Fair
Value
 
Financial assets                          
Cash and due from banksLevel 1 $31,051  $31,051  $31,480  $31,480 Level 1 $30,413  $30,413  $31,480  $31,480 
Cash equivalentsLevel 2  1,189,266   1,189,266   752,256   752,256 Level 2  1,239,525   1,239,525   752,256   752,256 
Securities held to maturityLevel 3  121,867   124,972   79,468   83,246 Level 3  137,569   140,412   79,468   83,246 
FHLB stock   11,558  NA   11,558  NA    11,558  NA   11,558  NA 
Loans, netLevel 2  1,219,857   1,251,865   1,407,236   1,448,874 Level 2  1,119,287   1,140,169   1,407,236   1,448,874 
Bank owned life insuranceLevel 3  52,507   52,507   42,516   42,516 Level 3  52,781   52,781   42,516   42,516 
Accrued interest receivableLevel 2  4,539   4,539   5,625   5,625 Level 2  4,005   4,005   5,625   5,625 
Financial liabilities                                  
DepositsLevel 2  (2,600,076)  (2,600,122)  (2,298,587)  (2,298,867)Level 2  (2,553,175)  (2,553,148)  (2,298,587)  (2,298,867)
Other borrowed fundsLevel 2  (60,000)  (62,198)  (70,000)  (73,010)Level 2  (85,000)  (86,973)  (70,000)  (73,010)
Long-term debtLevel 2  (20,619)  (18,126)  (20,619)  (18,011)Level 2  0  0  (20,619)  (18,011)
Accrued interest payableLevel 2  (217)  (217)  (242)  (242)Level 2  (72)  (72)  (242)  (242)
Off-balance sheet credit-related items                                  
Loan commitments   0   0   0   0    0   0   0   0 

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.

The estimated fair values of financial instruments disclosed above as follow the guidance in ASU 2016-01 which prescribes an “exit price” approach in estimating and disclosing fair value of financial instruments incorporating discounts for credit, liquidity and marketability factors.

NOTE 5 – DEPOSITS

Deposits are summarized as follows (dollars in thousands):

 
June 30,
2021
  
December 31,
2020
  
September 30,
2021
  
December 31,
2020
 
Noninterest-bearing demand $956,961  $809,437  $934,477  $809,437 
Interest bearing demand  741,268   642,918   706,247   642,918 
Savings and money market accounts  805,297   742,685   818,525   742,685 
Certificates of deposit  96,550   103,547   93,926   103,547 
 $2,600,076  $2,298,587  $2,553,175  $2,298,587 

Time deposits that exceed the FDIC insurance limit of $250,000 were approximately $29.4$29.7 million at JuneSeptember 30, 2021 and $28.8 million at December 31, 2020.

-31-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 - 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
  
Advance
Amount
 Range of Maturities 
Weighted
Average
Interest Rate
 
June 30, 2021       
September 30, 2021       
Single maturity fixed rate advances $30,000 
May 2023 to July 2024
  2.87% $30,000 
May 2023 to July 2024
  2.87%
Putable advances  30,000 
November 2024 to February 2030
  1.36%  55,000 
November 2024 to July 2031
  0.74%
 $60,000       $85,000      

Principal Terms 
Advance
Amount
 Range of Maturities 
Weighted
Average
Interest Rate
 
December 31, 2020       
Single maturity fixed rate advances $40,000 
April 2021 to July 2024
  2.50%
Putable advances  30,000 
November 2024 to February 2030
  1.36%
  $70,000      

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 $406.0$389.8 million and $427.9 million under a blanket lien arrangement at JuneSeptember 30, 2021 and December 31, 2020, respectively.

Scheduled repayments of FHLB advances as of JuneSeptember 30, 2021 were as follows (in thousands):

2021
 $0  $0 
2022
  0   0 
2023
  10,000   10,000 
2024
  40,000   40,000 
2025
  0   0 
Thereafter  10,000   35,000 
 $60,000  $85,000 

Federal Reserve Bank borrowings

The Company has a financing arrangement with the Federal Reserve Bank.  There were 0 borrowings outstanding at JuneSeptember 30, 2021 and December 31, 2020, and the Company had approximately $3.2$4.8 million and $12.9 million in unused borrowing capacity based on commercial and mortgage loans pledged to the Federal Reserve Bank totaling $3.6$5.2 million and $13.8 million at JuneSeptember 30, 2021 and December 31, 2020, respectively.

-32-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7 - EARNINGS PER COMMON SHARE



A reconciliation of the numerators and denominators of basic and diluted earnings per common share for the three and sixnine month periods ended JuneSeptember 30, 2021 and 2020 are as follows (dollars in thousands, except per share data):


 
Three Months
Ended
June 30, 2021
  
Three Months
Ended
June 30, 2020
  
Six Months
Ended
June 30, 2021
  
Six Months
Ended
June 30, 2020
  
Three Months
Ended
September 30, 2021
  
Three Months
Ended
September 30, 2020
  
Nine Months
Ended
September 30, 2021
  
Nine Months
Ended
September 30, 2020
 
Net income available to common shares $7,818  $7,638  $15,596  $14,049  $7,202  $7,120  $22,798  $21,169 
Weighted average shares outstanding, including participating stock
awards - Basic
  34,193,016   34,108,982   34,194,264   34,108,057   34,190,264   34,109,901   34,192,916   34,108,676 
Dilutive potential common shares:                                
Stock options  0   0   0   0   0   0   0   0 
Weighted average shares outstanding - Diluted  34,193,016   34,108,982   34,194,264   34,108,057   34,190,264   34,109,901   34,192,916   34,108,676 
Basic earnings per common share $0.23  $0.22  $0.46  $0.41  $0.21  $0.21  $0.67  $0.62 
Diluted earnings per common share $0.23  $0.22  $0.46  $0.41  $0.21  $0.21  $0.67  $0.62 



There were 0 antidilutive shares of common stock in the three and sixnine month periods ended JuneSeptember 30, 2021 and 2020.

-33-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - FEDERAL INCOME TAXES



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


 
Three Months
Ended
June 30, 2021
  
Three Months
Ended
June 30, 2020
  
Six Months
Ended
June 30, 2021
  
Six Months
Ended
June 30, 2020
  
Three Months
Ended
September 30, 2021
  
Three Months
Ended
September 30, 2020
  
Nine Months
Ended
September 30, 2021
  
Nine Months
Ended
September 30, 2020
 
Current $1,456  $2,970  $3,749  $4,671  $936  $1,304  $4,685  $5,974 
Deferred  384   (1,211)  (144)  (1,483)  800   309  656  (1,174)
 $1,840  $1,759  $3,605  $3,188  $1,736  $1,613  $5,341  $4,800 



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
Ended
June 30, 2021
  
Three Months
Ended
June 30, 2020
  
Six Months
Ended
June 30, 2021
  
Six Months
Ended
June 30, 2020
  
Three Months
Ended
September 30, 2021
  
Three Months
Ended
September 30, 2020
  
Nine Months
Ended
September 30, 2021
  
Nine Months
Ended
September 30, 2020
 
Statutory rate  21%  21%  21%  21%  21%  21%  21%  21%
Statutory rate applied to income before taxes $2,028  $1,974  $4,032  $3,620  $1,877  $1,834  $5,909  $5,454 
Deduct                                
Tax-exempt interest income  (156)  (177)  (315)  (355)  (162)  (178)  (477)  (533)
Bank-owned life insurance  (53)  (48)  (111)  (99)  (54)  (45)  (165)  (144)
Other, net  21   10   (1)  22   75   2   74  23 
 $1,840  $1,759  $3,605  $3,188  $1,736  $1,613  $5,341  $4,800 



The realization of deferred tax assets 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.  Management believes it is more likely than not that all of the deferred tax assets will be realized against deferred tax liabilities and projected future taxable income.



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


 
June 30,
2021
  
December 31,
2020
  
September 30,
2021
  
December 31,
2020
 
Deferred tax assets            
Allowance for loan losses $3,529  $3,656  $3,472  $3,656 
Net deferred loan fees  1,033  $822   519  
822 
Nonaccrual loan interest  83   120   69   120 
Valuation allowance on other real estate owned  5   41   5   41 
Other  501   499   389   499 
Gross deferred tax assets  5,151   5,138   4,454   5,138 
Valuation allowance  0   0   0   0 
Total net deferred tax assets  5,151   5,138   4,454   5,138 
Deferred tax liabilities                
Depreciation  (1,225)  (1,285)  (1,260)  (1,285)
Prepaid expenses  (170)  (170)  (262)  (170)
Unrealized gain on securities available for sale  (564)  (1,120)  (397)  (1,120)
Other  (433)  (504)  (409)  (504)
Gross deferred tax liabilities  (2,392)  (3,079)  (2,328)  (3,079)
Net deferred tax asset $2,759  $2,059  $2,126  $2,059 



There were 0 unrecognized tax benefits at JuneSeptember 30, 2021 or December 31, 2020 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 2016.2018.

-34-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 – 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.  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.  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.

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,
2021
  
December 31,
2020
  
September 30,
2021
  
December 31,
2020
 
Commitments to make loans $136,096  $88,022  $103,595  $88,022 
Letters of credit  12,295   11,751   11,784   11,751 
Unused lines of credit  677,472   596,298   691,928   596,298 

The notional amount of commitments to fund mortgage loans to be sold into the secondary market was approximately $3.3$3.7 million and $0 at JuneSeptember 30, 2021 and December 31, 2020, respectively.

The Bank enters into commitments to sell mortgage backed securities, which it later buys back in order to hedge its exposure to interest rate risk in its mortgage pipeline.  These commitments were approximately $17.3$8.5 million and $21.0 million at JuneSeptember 30, 2021 and December 31, 2020, respectively.

At JuneSeptember 30, 2021, approximately 50.0%40.3% 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 or one month LIBOR and generally expire within 30 days.  The majority of the unused lines of credit were at variable rates tied to prime.

NOTE 10 – CONTINGENCIES

The Company and its subsidiaries periodically become defendants in certain claims and legal actions arising in the ordinary course of business. As of JuneSeptember 30, 2021, there were no material pending legal proceedings to which the Company or any of its subsidiaries are a party or which any of its properties are the subject.

NOTE 11 – 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 5 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.

In July 2013, the Board of Governors of the Federal Reserve Board and the FDIC approved the rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (commonly known as Basel III). The rules include a common equity Tier 1 capital to risk-weighted assets ratio (CET1 ratio) of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which effectively results in a minimum CET1 ratio of 7.0%. The minimum ratio of Tier 1 capital to risk-weighted assets is 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5%), which effectively results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer), and requires a minimum leverage ratio of 4.0%.

-35-

MACATAWA BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 MACATAWA BANK CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11 – SHAREHOLDERS' EQUITY (Continued)

At JuneSeptember 30, 2021 and December 31, 2020, actual capital levels and minimum required levels were (dollars in thousands):

       
Minimum
Capital
  
Minimum Capital
Adequacy With
  
To Be Well
Capitalized Under
Prompt Corrective
        
Minimum
Capital
  
Minimum Capital
Adequacy With
  
To Be Well
Capitalized Under
Prompt Corrective
 
 Actual  Adequacy  Capital Buffer  Action Regulations  Actual  Adequacy  Capital Buffer  Action Regulations 
 Amount  Ratio  Amount  Ratio  Amount  Ratio  Amount  Ratio  Amount  Ratio  Amount  Ratio  Amount  Ratio  Amount  Ratio 
June 30, 2021
                        
September 30, 2021
                        
CET1 capital (to risk weighted assets)                                                
Consolidated $246,097   17.1% $64,763   4.5% $100,743   7.0%  N/A   N/A  $250,719   17.4% $64,714   4.5% $100,666   7.0%  N/A   N/A 
Bank  238,363
   16.6   64,752   4.5   100,725   7.0  $93,531   6.5%  242,635
   16.9   64,703   4.5   100,648   7.0  $93,459   6.5%
Tier 1 capital (to risk weighted assets)                                                                
Consolidated  266,097
   18.5   86,351   6.0   122,331   8.5   N/A   N/A   250,719
   17.4   86,285   6.0   122,237   8.5   N/A   N/A 
Bank  238,363
   16.6   86,336   6.0   122,310   8.5   115,115   8.0   242,635
   16.9   86,270   6.0   122,216   8.5   115,027   8.0 
Total capital (to risk weighted assets)                                                                
Consolidated  282,903   19.7   115,135   8.0   151,115   10.5   N/A   N/A   267,251   18.6   115,046   8.0   150,998   10.5   N/A   N/A 
Bank  255,169   17.7   115,115   8.0   151,088   10.5   143,894   10.0   259,167   18.0   115,027   8.0   150,973   10.5   143,783   10.0 
Tier 1 capital (to average assets)                                                                
Consolidated  266,097   9.5   112,276   4.0   N/A   N/A   N/A   N/A   250,719   8.5   117,813   4.0   N/A   N/A   N/A   N/A 
Bank  238,363   8.5   112,244   4.0   N/A   N/A   140,305   5.0   242,635   8.2   117,801   4.0   N/A   N/A   147,251   5.0 
                                                                
December 31, 2020
                                                                
CET1 capital (to risk weighted assets)                                                                
Consolidated $235,629   15.8% $67,170   4.5% $104,487   7.0%  N/A   N/A  $235,629   15.8% $67,170   4.5% $104,487   7.0%  N/A   N/A 
Bank  248,829   16.7   67,161   4.5   104,473   7.0  $97,010   6.5%  248,829   16.7   67,161   4.5   104,473   7.0  $97,010   6.5%
Tier 1 capital (to risk weighted assets)                                                                
Consolidated  255,629   17.1   89,561   6.0   126,877   8.5   N/A   N/A   255,629   17.1   89,561   6.0   126,877   8.5   N/A   N/A 
Bank  248,829   16.7   89,548   6.0   126,860   8.5   119,397   8.0   248,829   16.7   89,548   6.0   126,860   8.5   119,397   8.0 
Total capital (to risk weighted assets)                                                                
Consolidated  273,037   18.3   119,414   8.0   156,731   10.5   N/A   N/A   273,037   18.3   119,414   8.0   156,731   10.5   N/A   N/A 
Bank  266,237   17.8   119,397   8.0   156,709   10.5   149,247   10.0   266,237   17.8   119,397   8.0   156,709   10.5   149,247   10.0 
Tier 1 capital (to average assets)                                                                
Consolidated  255,629   9.9   103,420   4.0   N/A   N/A   N/A   N/A   255,629   9.9   103,420   4.0   N/A   N/A   N/A   N/A 
Bank  248,829   9.6   103,391   4.0   N/A   N/A   129,238
   5.0   248,829   9.6   103,391   4.0   N/A   N/A   129,238
   5.0 

All $20.0 million of trust preferred securities outstanding at June 30, 2021 and  December 31, 2020 qualified as Tier 1 capital. On July 7, 2021, the Company redeemed all of the outstanding trust preferred securities.  Refer to our 2020 Form 10-K for more information on the trust preferred securities.

The Bank was categorized as “well capitalized” at JuneSeptember 30, 2021 and December 31, 2020.

-36-

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 and Macatawa Statutory Trust II.Bank.  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. The Company previously owned all of the common stock of Macatawa Statutory Trust II, is a grantor trust that issued trust preferred securities and issuedwas not consolidated with the Company under accounting principles generally accepted in the United States of America.  On July 7, 2021, the Company redeemed all of the $20.0 million of pooledoutstanding trust preferred securities.  Macatawa Statutory Trust II is not consolidated in our Consolidated Financial Statements.securities and $619,000 of common securities associated with this trust.  For further information regarding consolidation, see the Notes to Consolidated Financial Statements.
 
At JuneSeptember 30, 2021, we had total assets of $2.94$2.90 billion, total loans of $1.24$1.14 billion, total deposits of $2.60$2.55 billion and shareholders' equity of $248.2$252.2 million.  For the three months ended JuneSeptember 30, 2021, we recognized net income of $7.8$7.2 million compared to $7.6$7.1 million for the same period in 2020.  For the sixnine months ended JuneSeptember 30, 2021, we recognized net income of $15.6$22.8 million compared to $14.0$21.2 million for the same period in 2020.  The Bank was categorized as “well capitalized” under regulatory capital standards at JuneSeptember 30, 2021.
 
We paid a dividend of $0.08 per share in each quarter in 2020 and in the first and secondthree quarters of 2021.

On March 22, 2020, the federal banking agencies issued an “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus.”  The guidance explained that in consultation with the FASB staff the federal banking agencies concluded that short-term modifications (e.g. six months) made on a good faith basis to borrowers who were current as of the implementation date of a modification are not Troubled Debt Restructurings (“TDRs”).  The Coronavirus Aid, Relief and Economic Security (“CARES”) Act was passed by Congress on March 27, 2020.  Section 4013 of the CARES Act also addressed COVID-19 related modifications and specified that COVID-19 related modifications on loans that were not more than 30 days past due as of December 31, 2019 are not TDRs.  On December 27, 2020, another COVID-19 relief bill was signed that extended this guidance until the earlier of January 1, 2022 or 60 days after the date on which the national emergency declared as a result of COVID-19 is terminated.  Through JuneSeptember 30, 2021, the Bank had applied this guidance and modified 726 individual loans with aggregate principal balances totaling $337.2 million.  As of JuneSeptember 30, 2021, all of these modifications had expired and the loans returned to their contractual payment terms.

The CARES Act, as amended, included an allocation of $659 billion for loans to be issued by financial institutions through the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”).  PPP loans are forgivable, in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP.  These loans carry a fixed rate of 1.00% and a term of two years (loans made before June 5, 2020) or five years (loans made on or after June 5, 2020), if not forgiven, in whole or in part.  Payments are deferred until either the date on which the SBA remits the amount of forgiveness proceeds to the lender or the date that is 10 months after the last day of the covered period if the borrower does not apply for forgiveness within that 10 month period. Through December 31, 2020, the Bank had originated 1,738 PPP loans totaling $346.7 million in principal, with an average loan size of $200,000.  Fees totaling $10.0 million were generated from the SBA for these loans in the year ended December 31, 2020.  These fees are deferred and amortized into interest income over the contractual period of 24 months or 60 months, as applicable.  Upon SBA forgiveness, unamortized fees are then recognized into interest income.  Participation in the PPP had a significant impact on the Bank’s asset mix and net interest income in 2020 and will continue to impact both asset mix and net interest income until these loans are forgiven or paid off.  The initial PPP expired on August 8, 2020.  Through December 31, 2020, 765 PPP loans totaling $113.5 million had been forgiven by the SBA and a total of $5.4 million in PPP fees had been recognized by the Bank.

On December 27, 2020, another COVID-19 relief bill was signed that extended and modified several provisions of the PPP.  This included an additional allocation of $284 billion.  The SBA reactivated the PPP on January 11, 2021.  The Bank originated additional loans through the PPP, which expired on May 31, 2021.  In the sixnine months ended JuneSeptember 30, 2021, the Bank had generated and received SBA approval on 1,000 PPP loans totaling $128.4$128.1 million and generated $5.6 million in related deferred PPP fees.  In the sixnine months ended JuneSeptember 30, 2021, 8331,742 PPP loans totaling $187.5$279.9 million had been forgiven by the SBA and a total of $4.4$7.1 million in PPP fees had been recognized by the Bank including fees recognized upon forgiveness and continuing amortization of fees from the 2020 and 2021 PPP originations.

-37-

RESULTS OF OPERATIONS
 
Summary: Net income for the three months ended JuneSeptember 30, 2021 was $7.8$7.2 million, compared to $7.6$7.1 million for the same period in 2020.  Net income per share on a diluted basis for the three months ended JuneSeptember 30, 2021 was $0.23$0.21 compared to $0.22$0.21 for the same period in 2020.  Net income for the sixnine months ended JuneSeptember 30, 2021 was $15.6$22.8 million, compared to $14.0$21.2 million for the same period in 2020.  Net income per share on a diluted basis for the sixnine months ended JuneSeptember 30, 2021 was $0.46$0.67 compared to $0.41$0.62 for the same period in 2020.
 
The increase in earnings in both the three and sixnine months ended JuneSeptember 30, 2021 compared to the same periods in 2020 was due primarily to lower provision for loan losses more than offsetting the impact of lower levels of net interest income.  Net interest income decreased to $14.5$14.3 million in the three months ended JuneSeptember 30, 2021 compared to $15.0$14.7 million in the same period in 2020.  Net interest income decreased to $28.9$43.2 million in the sixnine months ended JuneSeptember 30, 2021 compared to $30.4$45.0 million in the sixnine months ended JuneSeptember 30, 2020.  These decreases in net interest income were primarily attributable to the decreases in volumes of interest-earning assets and, to a lesser extent, decreases in short-term interest rates instituted by the Federal Reserve in March 2020.

-37-

The provision for loan losses was a negative $750,000benefit of $550,000 for the three months ended JuneSeptember 30, 2021, compared to $1.0an expense of $500,000 for the same period in 2020.  The provision for loan losses was a benefit of $1.3 million for the nine months ended September 30, 2021 compared to an expense of $2.2 million for the same period in 2020.  We were in a net loan recovery position for the three months ended JuneSeptember 30, 2021, with $104,000$276,000 in net loan recoveries, compared to $4.0 million$203,000 in net loan charge-offsrecoveries in the same period in 2020.  We were also in a net loan recovery position for the sixnine months ended JuneSeptember 30, 2021, with $148,000$424,000 in net loan recoveries compared to $3.0$2.8 million in net loan charge-offs in the same period in 2020.  Both the three and sixThe nine month periodsperiod ended JuneSeptember 30, 2020 werewas impacted by a $4.1 million charge-off taken in June 2020 related to a single loan relationship with a movie theater business where the underlying assets were sold through bankruptcy proceedings.  The provision for loan losses in the 2020 periods was also impacted by increases to qualitative environmental factors to address increased risk of loss attributable to the COVID-19 pandemic.
 
Net Interest Income: Net interest income totaled $14.5$14.3 million for the three months ended JuneSeptember 30, 2021 compared to $15.0$14.7 million for the same period in 2020.  Net interest income decreased to $28.9$43.2 million in the sixnine months ended JuneSeptember 30, 2021 compared to $30.4$45.0 million in the sixnine months ended JuneSeptember 30, 2020.

Net interest income for the secondthird quarter of 2021 decreased $590,000$378,000 compared to the same period in 2020.  Of this decrease, $2.0$2.5 million was from changes in the volume of average interest earning assets and interest bearing liabilities, partially offset by a $1.4$2.1 million increase from changes in rates earned or paid.  The largest changes occurred in interest income on commercial loans (excluding PPP loans) and in PPP loans which fluctuated significantly in the secondthird quarter of 2021 compared to the same period in 2020.  The net change in interest income for commercial loans (excluding PPP loans) was $1.8$1.4 million with a decrease in interest incomeof $639,000 due to rate of $313,000 and a decrease in interest income of $1.5 million$786,000 due to portfolio contraction.  PPP loans contributed an additional $1.4$1.0 million in net interest income in the secondthird quarter of 2021 primarily due to higher PPP fee recognition.recognition tied to loan principal forgiveness.  Additionally, residential mortgage loan interest income decreased by $599,000$565,000 in the secondthird quarter of 2021 compared to the same period in 2020.  Of the $599,000$565,000 decrease in interest income on residential mortgage loans, $484,000$448,000 was due to a decrease in average balances resulting from a high volume of originations of refinanced loans which are sold versus retained in portfolio. Rate reductions in the deposit portfolio served to partially offset the net negative effects of the changes noted above in interest income.

Net interest income for the sixnine months ended JuneSeptember 30, 2021 decreased $1.4$1.8 million compared to the same period in 2020.  Of this decrease, $1.0$4.0 million was from changes in the volume of average interest earning assets and interest bearing liabilities, and $357,000 was frompartially offset by a $2.2 million increase due to changes in rates earned or paid.  The largest changes occurred in interest income on commercial loans (excluding PPP loans) and in PPP loans which fluctuated significantly in the first sixnine months of 2021 compared to the same period in 2020.  The net change for commercial loans (excluding PPP loans) was a $4.9$6.3 million decrease with a decrease in interest income of $2.5 million due to rate of $1.8 million and a decrease in interest income of $3.1$3.8 million due to portfolio contraction.  PPP loans contributed an additional $4.0$5.0 million in net interest income in the first sixnine months of 2021 due to slightly higher average balances and significantly higher levels of PPP fee recognition upon forgiveness.  Interest income from federal funds sold and other short-term investments decreased by $188,000 in the first six months of 2021 compared to the same period in 2020 due to the 150 basis points decrease in the federal funds rate in March 2020.  This caused a $1.7 million decrease in interest income; however, increases in average balances of federal funds sold and other short-term investments in the first six months of 2021 offset most of this by adding $1.5 million in interest income.  Of the $1.2$1.7 million decrease in interest income on residential mortgage loans, $1.0$1.4 million was due to a decrease in average balances resulting from a high volume of originations of refinanced loans which are sold versus retained in portfolio and $212,000$326,000 was due to lower loan rates. Rate reductions in the deposit portfolio served to partially offset the net negative effects of the changes noted above in interest income.
 
As the Company iswe are in an asset-sensitive position, reductions in market interest rates have a negative impact on margin as the Company’sour interest earning assets reprice faster than its interest-bearing liabilities. Much of our asset-sensitivity is due to commercial and consumer loans that have variable interest rates.  For both loan types we established floor rates several years ago.  These floors provide protection to net interest income when short-term interest rates decline.

The cost of funds decreased to 0.17%0.13% in the secondthird quarter of 2021 compared to 0.40%0.29% in the secondthird quarter of 2020. For the first sixnine months of 2021, the cost of funds decreased to 0.18%0.16% compared to 0.53%0.44% for the same period in 2020.  Decreases in the rates paid on our interest-bearing checking, savings and money market accounts in response to the federal funds rate decreases over the past year caused the decrease in our cost of funds.

-38-

The following table shows an analysis of net interest margin for the three month periods ended JuneSeptember 30, 2021 and 2020 (dollars in thousands):

 For the three months ended June 30,  For the three months ended September 30, 
 2021  2020  2021  2020 
 
Average
Balance
  
Interest
Earned
or Paid
  
Average
Yield
or Cost
  
Average
Balance
  
Interest
Earned
or Paid
  
Average
Yield
or Cost
  
Average
Balance
  
Interest
Earned
or Paid
  
Average
Yield
or Cost
  
Average
Balance
  
Interest
Earned
or Paid
  
Average
Yield
or Cost
 
Assets                               
Taxable securities $196,479 $792 1.61% $183,062 $954 2.06% $200,981  $786   1.56% $179,887  $867   1.92%
Tax-exempt securities (1) 139,771 760 2.80 132,037 864 3.37   172,372   777   2.32   137,351   861   3.23 
Commercial loans (2) 890,750 8,541 3.79 1,047,600 10,366 3.91   873,248   8,055   3.61   955,695   9,480   3.88 
PPP loans (3) 248,042 3,034 4.84 263,992 1,615 2.42   133,413   3,104   9.10   346,073   2,067   2.34 
Residential mortgage loans 135,329 1,164 3.43 190,750 1,763 3.70   123,574   1,039   3.36   175,978   1,604   3.64 
Consumer loans 55,449 564 4.08 71,498 744 4.18   54,591   563   4.09   67,549   703   4.14 
Federal Home Loan Bank stock 11,558 56 1.93 11,558 115 3.93   11,558   44   1.51   11,558   100   3.41 
Federal funds sold and other short-term investments  992,484  273  0.11  315,696  86  0.11   1,234,420   474   0.15   541,981   140   0.10 
Total interest earning assets (1) 2,669,862 15,184 2.29 2,216,193 16,507 3.00   2,804,157   14,842   2.12   2,416,072   15,822   2.62 
Noninterest earning assets:                                     
Cash and due from banks 34,276     26,779       39,725           35,737         
Other  105,349      95,916       104,782           102,389         
Total assets $2,809,487     $2,338,888      $2,948,664          $2,554,198         
Liabilities                                     
Deposits:                                     
Interest bearing demand $658,842 $39 0.02% $507,431 $89 0.07% $723,516  $49   0.03% $587,356  $78   0.05%
Savings and money market accounts 819,030 62 0.03 699,143 215 0.12   817,307   60   0.03   743,612   121   0.07 
Time deposits 102,967 143 0.56 143,318 591 1.66   99,312   100   0.40   128,551   422   1.31 
Borrowings:                                     
Other borrowed funds 62,198 328 2.09 70,000 356 2.01   79,565   325   1.60   72,057   364   1.97 
Long-term debt  20,619  155  2.97  20,619  209  4.02   1,345   12   3.42   20,619   163   3.10 
Total interest bearing liabilities 1,663,656 727 0.17 1,440,511 1,460 0.40   1,721,045   546   0.13   1,552,195   1,148   0.29 
Noninterest bearing liabilities:                                     
Noninterest bearing demand accounts 887,559     657,367       964,908           755,990         
Other noninterest bearing liabilities 13,756     14,723       12,717           14,311         
Shareholders' equity  244,516      226,287       249,994           231,702         
Total liabilities and shareholders' equity $2,809,487      $2,338,888       $2,948,664          $2,554,198         
Net interest income   $14,457     $15,047        $14,296          $14,674     
Net interest spread (1)     2.12%     2.60%          1.99%          2.33%
Net interest margin (1)     2.19%     2.74%          2.04%          2.43%
Ratio of average interest earning assets to average interest bearing liabilities 160.48%     153.85%       162.93%          155.66%        

(1)Yields are presented on a tax equivalent basis using an assumed tax rate of 21% at September 30, 2021 and 2020.
(2)Includes loan fees of $103,000 and $152,000 for the three months ended September 30, 2021 and 2020, respectively.  Includes average nonaccrual loans of approximately $426,000 and $196,000 for the three months ended September 30, 2021 and 2020, respectively.  Excludes PPP loans.
(3)Includes loan fees of $2.8 million and $1.2 million for the three months ended September 30, 2021 and 2020, respectively.

-39-

The following table shows an analysis of net interest margin for the nine month periods ended September 30, 2021 and 2020 (dollars in thousands):
  For the nine months ended September 30, 
  2021  2020 
  
Average
Balance
  
Interest
Earned
or Paid
  
Average
Yield
or Cost
  
Average
Balance
  
Interest
Earned
or Paid
  
Average
Yield
or Cost
 
Assets                  
Taxable securities $195,867  $2,365   1.61% $184,809  $2,882   2.08%
Tax-exempt securities (1)  145,571   2,295   2.71   132,471   2,607   3.38 
Commercial loans (2)  906,493   25,590   3.72   1,035,247   31,882   4.06 
PPP loans (3)  206,941   8,690   5.54   203,875   3,682   2.38 
Residential mortgage loans  136,435   3,526   3.44   190,782   5,275   3.69 
Consumer loans  56,373   1,724   4.09   71,732   2,354   4.38 
Federal Home Loan Bank stock  11,558   162   1.84   11,558   339   3.86 
Federal funds sold and other short-term investments  1,012,179   948   0.12   346,900   802   0.30 
Total interest earning assets (1)  2,671,417   45,300   2.28   2,177,374   49,823   3.07 
Noninterest earning assets:                        
Cash and due from banks  35,084           30,572         
Other  102,849           96,605         
Total assets $2,809,350          $2,304,551         
Liabilities                        
Deposits:                        
Interest bearing demand $670,029  $122   0.02% $510,181  $356   0.09%
Savings and money market accounts  811,381   183   0.03   698,097   1,050   0.20 
Time deposits  103,271   428   0.55   141,762   1,712   1.62 
Borrowings:                        
Other borrowed funds  70,623   1,005   1.88   68,610   1,069   2.06 
Long-term debt  14,123   319   2.98   20,619   612   3.90 
Total interest bearing liabilities  1,669,427   2,057   0.16   1,439,269   4,799   0.44 
Noninterest bearing liabilities:                        
Noninterest bearing demand accounts  881,177           625,759         
Other noninterest bearing liabilities  13,535           13,327         
Shareholders' equity  245,211           226,196         
Total liabilities and shareholders' equity $2,809,350          $2,304,551         
Net interest income     $43,243          $45,024     
Net interest spread (1)          2.12%          2.63%
Net interest margin (1)          2.18%          2.77%
Ratio of average interest earning assets to average interest bearing liabilities  160.02%          151.28%        
 
(1)Yields are presented on a tax equivalent basis using an assumed tax rate of 21% at JuneSeptember 30, 2021 and 2020.
(2)Includes loan fees of $356,000$628,000 and $282,000$612,000 for the threenine months ended JuneSeptember 30, 2021 and 2020, respectively. Includes average nonaccrual loans of approximately $463,000$472,000 and $5.7$2.8 million for the threenine months ended JuneSeptember 30, 2021 and 2020, respectively. Excludes PPP loans.
(3)Includes loan fees of $2.4$7.1 million and $983,000 for the three months ended June 30, 2021 and 2020, respectively.

-39-

The following table shows an analysis of net interest margin for the six month periods ended June 30, 2021 and 2020 (dollars in thousands):
  For the six months ended June 30, 
  2021  2020 
  
Average
Balance
  
Interest
Earned
or Paid
  
Average
Yield
or Cost
  
Average
Balance
  
Interest
Earned
or Paid
  
Average
Yield
or Cost
 
Assets                  
Taxable securities $193,267  $1,579   1.63% $187,297  $2,015   2.15%
Tax-exempt securities (1)  131,949   1,518   2.97   130,004   1,746   3.46 
Commercial loans (2)  923,392   17,537   3.78   1,075,460   22,402   4.12 
PPP loans (3)  244,314   5,586   4.55   131,996   1,615   2.42 
Residential mortgage loans  142,972   2,486   3.48   198,266   3,671   3.71 
Consumer loans  57,279   1,161   4.09   73,846   1,651   4.49 
Federal Home Loan Bank stock  11,558   117   2.01   11,558   239   4.09 
Federal funds sold and other short-term investments  899,217   474   0.11   248,287   662   0.53 
Total interest earning assets (1)  2,603,948   30,458   2.37   2,056,714   34,001   3.33 
Noninterest earning assets:                        
Cash and due from banks  32,725           27,960         
Other  101,866           93,681         
Total assets $2,738,539          $2,178,355         
Liabilities                        
Deposits:                        
Interest bearing demand $642,842  $73   0.02% $471,170  $279   0.12%
Savings and money market accounts  808,370   123   0.03   675,089   928   0.27 
Time deposits  105,283   327   0.63   148,439   1,290   1.75 
Borrowings:                        
Other borrowed funds  66,077   681   2.05   66,869   705   2.09 
Long-term debt  20,619   307   2.96   20,619   449   4.30 
Total interest bearing liabilities  1,643,191   1,511   0.18   1,382,186   3,651   0.53 
Noninterest bearing liabilities:                        
Noninterest bearing demand accounts  838,618           559,928         
Other noninterest bearing liabilities  13,951           12,828         
Shareholders' equity  242,779           223,413         
Total liabilities and shareholders' equity $2,738,539          $2,178,355         
Net interest income     $28,947          $30,350     
Net interest spread (1)          2.19%          2.80%
Net interest margin (1)          2.25%          2.98%
Ratio of average interest earning assets to average interest bearing liabilities  158.47%          148.80%        
(1)Yields are presented on a tax equivalent basis using an assumed tax rate of 21% at June 30, 2021 and 2020.
(2)Includes loan fees of $525,000 and $461,000 for the six months ended June 30, 2021 and 2020, respectively. Includes average nonaccrual loans of approximately $496,000 and $4.1$2.1 million for the sixnine months ended June 30, 2021 and 2020, respectively. Excludes PPP loans.
(3)Includes loan fees of $4.4 million and $983,000 for the six months ended JuneSeptember 30, 2021 and 2020, respectively.

-40-

The following table presents the dollar amount of changes in net interest income due to changes in volume and rate (dollars in thousands):

 
For the three months ended June 30,
2021 vs 2020
Increase (Decrease) Due to
  
For the six months ended June 30,
2021 vs 2020
Increase (Decrease) Due to
  
For the three months ended September 30,
2021 vs 2020
Increase (Decrease) Due to
  
For the nine months ended September 30,
2021 vs 2020
Increase (Decrease) Due to
 
 Volume  Rate  Total  Volume  Rate  Total  Volume  Rate  Total  Volume  Rate  Total 
                               
Interest income                               
Taxable securities $383 $(545) $(162) $176 $(612) $(436) $94  $(175) $(81) $164  $(681) $(517)
Tax-exempt securities 359 (463) (104) 100 (328) (228) 255  (339) (84) 338  (650) (312)
Commercial loans, excluding PPP loans (1,512) (313) (1,825) (3,063) (1,802) (4,865) (786) (639) (1,425) (3,767) (2,525) (6,292)
Paycheck protection program loans (647) 2,066 1,419 1,953 2,018 3,971 
PPP loans (1,868) 2,905  1,037  56  4,952  5,008 
Residential mortgage loans (484) (115) (599) (973) (212) (1,185) (448) (117) (565) (1,423) (326) (1,749)
Consumer loans (164) (16) (180) (352) (138) (490) (134) (6) (140) (484) (146) (630)
Federal Home Loan Bank stock  (59) (59)  (122) (122)   (56) (56)   (177) (177)
Federal funds sold and other short-term investments  185  2  187  1,472  (1,660)  (188)  240   94   334   828   (682)  146 
Total interest income (1,880) 557 (1,323) (687) (2,856) (3,543) (2,647) 1,667  (980) (4,288) (235) (4,523)
Interest expense                               
Interest bearing demand $131 $(181) $(50) $216 $(422) (206) $15  $(44) $(29) $87  $(321) (234)
Savings and money market accounts 212 (365) (153) 453 (1,258) (805) 11  (72) (61) 147  (1,014) (867)
Time deposits (134) (314) (448) (300) (663) (963) (80) (242) (322) (376) (908) (1,284)
Other borrowed funds (99) 71 (28) (10) (14) (24) 34  (73) (39) 30  (94) (64)
Long-term debt    (54)  (54)    (142)  (142)  (166)  15   (151)  (167)  (126)  (293)
Total interest expense  110  (843)  (733)  359  (2,499)  (2,140)  (186)  (416)  (602)  (279)  (2,463)  (2,742)
Net interest income $(1,990) $1,400 $(590) $(1,046) $(357) $(1,403) $(2,461) $2,083  $(378) $(4,009) $2,228  $(1,781)

Provision for Loan Losses: The provision for loan losses for the three months ended JuneSeptember 30, 2021 was a negative $750,000benefit of $550,000 compared to $1.0 millionan expense of $500,000 for the same period in 2020.  The provision for loan losses for the first halfnine months of 2021 was a negative $750,000benefit of $1.3 million compared to $1.7an expense of $2.2 million for the same period in 2020.  The provisions for loan losses for the 2020 periods were impacted by additional qualitative adjustments made to provide for estimated losses associated with the COVID-19 pandemic as well as a $4.1 million charge-off was taken in June 2020 related to a single loan relationship with a movie theater business for which the underlying assets were sold through bankruptcy proceedings, some of which was specifically reserved for previously.  No other loans of this industry type remain in our portfolio.  This was partially offset by continued strong asset quality metrics and loan portfolio contraction.  When excluding PPP loans, which are 100% guaranteed by the SBA, total loans decreased by $60.5$9.6 million in the three months ended JuneSeptember 30, 2021.  This was a significantpartial factor in determining the provision for loan losses in the secondthird quarter of 2021.  Net loan recoveries were $104,000$276,000 in the three months ended JuneSeptember 30, 2021 compared to net loan charge-offsrecoveries of $4.0 million$203,000 in the same period in 2020.
 
Gross loan recoveries were $134,000$298,000 for the three months ended JuneSeptember 30, 2021 and $149,000$227,000 for the same period in 2020.  In the three months ended JuneSeptember 30, 2021, we had $30,000$22,000 in gross loan charge-offs, compared to $4.2 million$24,000 in the same period in 2020.  For the sixnine months ended JuneSeptember 30, 2021, we experienced gross loan recoveries of $228,000$526,000 compared to $1.2$1.4 million for the same period in 2020.  Gross charge-offs for the sixnine months ended JuneSeptember 30, 2021 were $80,000$102,000 compared to $4.2 million for the same period in 2020.
 
The amounts of loan loss provision in both the most recent quarter and comparable prior year period 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.  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.
 
-41-

Noninterest Income: Noninterest income for the three and sixnine month periods ended JuneSeptember 30, 2021 was $6.2$5.6 million and $12.7$18.3 million compared to $5.9$6.1 million and $10.8$16.9 million for the same periods in 2020, respectively.   The components of noninterest income are shown in the table below (in thousands):

 
Three Months
Ended
June 30,
2021
  
Three Months
Ended
June 30,
2020
  
Six Months
Ended
June 30,
2021
  
Six Months
Ended
June 30,
2020
  
Three Months
Ended
September 30,
2021
  
Three Months
Ended
September 30,
2020
  
Nine Months
Ended
September 30,
2021
  
Nine Months
Ended
September 30,
2020
 
Service charges and fees on deposit accounts $1,065 $860 $2,057 $1,970  $1,183  $987  $3,240  $2,957 
Net gains on mortgage loans 1,311 1,849 3,326 2,499  851  1,546  4,177  4,045 
Trust fees 1,133 945 2,138 1,880  1,079  921  3,217  2,801 
ATM and debit card fees 1,683 1,321 3,168 2,658  1,676  1,542  4,844  4,199 
Bank owned life insurance (“BOLI”) income 250 231 526 472  260  215  787  688 
Investment services fees 339 228 816 652  330  328  1,146  980 
Other income  388  420  676  682   263   553   938   1,234 
Total noninterest income $6,169 $5,854 $12,707 $10,813  $5,642  $6,092  $18,349  $16,904 

-41-

Net gains on mortgage loans were down $538,000$695,000 in the three months ended JuneSeptember 30, 2021 and were up $827,000$132,000 in the sixnine months ended JuneSeptember 30, 2021 compared to the same periods in 2020 as a result of changes in the volume of loans originated for sale.  In the past two years volumes have been high due to a lower interest rate environment, spurring more refinancing of fixed rate loans which we sell into the secondary market.  Mortgage loans originated for sale in the three months ended JuneSeptember 30, 2021 were $39.2$21.3 million, compared to $50.1$40.8 million in the same period in 2020.  For the first sixnine months of 2021, mortgages originated for sale were $86.5$107.8 million, compared to $79.4$120.2 million for the same period in 2020.
 
Investment servicesTrust fees were up $111,000$158,000 in the three months ended JuneSeptember 30, 2021 and were up $164,000$416,000 in the sixnine months ended JuneSeptember 30, 2021 compared to the three and sixnine months ended JuneSeptember 30, 2020, respectively. The increase for the three and six month periodsnine months ended JuneSeptember 30, 2021 was largely due to the 2020 periods being significantly impacted byreflecting lower market valuations of trust assets resulting from the COVID-19 shutdown of the economy.  ATM and debit card fees were also up in the three and sixnine months ended JuneSeptember 30, 2021 as compared to the three and sixnine months ended JuneSeptember 30, 2020, respectively, due to reduced volume of usage by our customers during the COVID-19 shutdown of the economy in the second quarter of 2020.2020 periods.  These volumes and resulting income have returned to more normal levels in the 2021 periods.  Service charges on deposit accounts increased in the three and sixnine months ended JuneSeptember 30, 2021 as compared to the same periods in 2020 as customers returned to more normal behaviors in 2021 after having curtailed spending in 2020 due to uncertainty related to the COVID-19 pandemic.  Additionally, customers’ account balances in 2020 were bolstered by economic impact payments, thereby resulting in fewer overdrafts.
 
Noninterest Expense: Noninterest expense increased by $1.2 million$17,000 to $11.7$11.6 million for the three month period ended JuneSeptember 30, 2021 as compared to the same period in 2020.  Noninterest expense increased by $977,000$994,000 to $23.2$34.8 million for the sixnine months ended JuneSeptember 30, 2021 compared to $22.2$33.8 million for the same period in 2020.  The components of noninterest expense are shown in the table below (in thousands):

 
Three Months
Ended
June 30,
2021
  
Three Months
Ended
June 30,
2020
  
Six Months
Ended
June 30,
2021
  
Six Months
Ended
June 30,
2020
  
Three Months
Ended
September 30,
2021
  
Three Months
Ended
September 30,
2020
  
Nine Months
Ended
September 30,
2021
  
Nine Months
Ended
September 30,
2020
 
Salaries and benefits $6,502 $5,766 $12,914 $12,457  $6,278  $6,480  $19,192  $18,937 
Occupancy of premises 994 949 2,031 1,958  992  1,026  3,023  2,984 
Furniture and equipment 978 882 1,915 1,737  1,014  967  2,929  2,704 
Legal and professional 274 247 496 538  272  260  768  798 
Marketing and promotion 175 239 350 477  175  239  525  716 
Data processing 855 787 1,762 1,547  839  761  2,602  2,309 
FDIC assessment 159 76 329 76  204  131  532  207 
Interchange and other card expense 388 327 746 674  391  367  1,137  1,041 
Bond and D&O insurance 111 104 222 209  112  104  334  313 
Outside services 491 378 925 831  510  491  1,434  1,322 
Other noninterest expense  791  749  1,513  1,722   763   707   2,277   2,428 
Total noninterest expense $11,718 $10,504 $23,203 $22,226  $11,550  $11,533  $34,753  $33,759 

-42-

Most categories of noninterest expense were relatively unchanged compared to the three months ended JuneSeptember 30, 2020 due to our ongoing efforts to manage expenses and scale our operations. Our largest component of noninterest expense, salaries and benefits, increaseddecreased by $736,000$202,000 in the three months ended JuneSeptember 30, 2021 from same period in 2020. This increasedecrease is due partially to reversing actions taken to mitigate the effects of the COVID-19 pandemic in the second quarter of 2020 including personnel hiring and pay freezes, salary reductions for senior management, and halting of 401k matching contributions and bonus accruals.  In addition, we experienced lower cost deferrals from commercial loan productionprimarily due to fewer PPP loans originated in 2021.  Also contributing to the increase was an increasea decrease in variable-based compensation due to higherlower mortgage origination volume.volume and a reduction in 401k matching contributions. Salaries and benefits increased by $457,000$255,000 for the sixnine months ended JuneSeptember 30, 2021 compared to the sixnine months ended JuneSeptember 30, 2020 due primarily to the same combinationa higher level of factors.stock-based compensation and variable-based compensation tied to brokerage services. The table below identifies the primary components of salaries and benefits (in thousands):
 
 
Three Months
Ended
June 30,
2021
  
Three Months
Ended
June 30,
2020
  
Six Months
Ended
June 30,
2021
  
Six Months
Ended
June 30,
2020
  
Three Months
Ended
September 30,
2021
  
Three Months
Ended
September 30,
2020
  
Nine Months
Ended
September 30,
2021
  
Nine Months
Ended
September 30,
2020
 
Salaries and other compensation 5,683 5,561 11,467 11,241  $
5,708  $
5,678  $
17,174  $
16,919 
Salary deferral from commercial loan originations (269) (529) (621) (670)  (204)  (229)  (825)  (899)
Bonus accrual 217 54 399 323   289   296   688   619 
Mortgage production - variable comp 381 334 715 518   187   316   903   834 
401k matching contributions 127 58 229 270   98   194   327   464 
Medical insurance costs  363  288  725  775   200   225   925   1,000 
Total salaries and benefits $6,502 $5,766 $12,914 $12,457  $6,278  $6,480  $19,192  $18,937 
 
-42-

Occupancy expenses were up $45,000down $34,000 in the three months ended JuneSeptember 30, 2021 and were up $73,000$39,000 in the sixnine months ended JuneSeptember 30, 2021 compared to the same periods in 2020 due to higherfluctuations in maintenance costs incurred associated with certain branch facilities.incurred.  Furniture and equipment expenses were up $96,000$47,000 in the three months ended JuneSeptember 30, 2021 and were up $178,000$225,000 in the sixnine months ended JuneSeptember 30, 2021 compared to the same periods in 2020 due to costs associated with equipment and service contracts primarily to improve information security.
 
Our FDIC assessment costs increased by $83,000$73,000 in the three months ended JuneSeptember 30, 2021 compared to the same period in 2020 due to utilization of assessment creditsthe significant increase in the three months ended June 30, 2020.deposit balances between these periods.  In January 2019, the FDIC notified us that the Bank would receive an assessment credit of approximately $438,000 to offset future assessment as the FDIC Deposit Insurance Fund had exceeded its target ratio of 1.35%.  Assessment credits totaling $266,000$172,000 were applied in the third and fourth quarters of 2019 and the remaining $172,000 credits were applied in the sixnine months ended JuneSeptember 30, 2020.  As a result,2020, contributing to the increase in FDIC assessment costs were up $253,000of $325,000 in the first sixnine months of 2021 compared to the same period in 2020.
 
Data processing costs were up $68,000$78,000 and $215,000$293,000 in the three and sixnine month periods ended JuneSeptember 30, 2021, respectively, compared to the same periods in 2020 due to higher usage of electronic banking services and debit cards by our customers.
 
Outside services were up $113,000$19,000 and $94,000$112,000 in the three and six month periodsnine months ended JuneSeptember 30, 2021, respectively, compared to the same periods in 2020 due to certain increased vendor costs including a periodic business process review of our customer onboarding process.
 
Federal Income Tax Expense: We recorded $1.8$1.7 million and $3.6$5.3 million in federal income tax expense for the three and sixnine month periods ended JuneSeptember 30, 2021 compared to $1.8$1.6 million and $3.2$4.8 million for the same periods in 2020.  Our effective tax rates for the three and sixnine month periods ended JuneSeptember 30, 2021 were 19.05%19.42% and 18.78%18.98%, respectively, compared to 18.72%18.47% and 18.50%18.48% for the same periods in 2020.
 
FINANCIAL CONDITION
 
Total assets were $2.94$2.90 billion at JuneSeptember 30, 2021, an increase of $299.1$259.5 million from December 31, 2020. This change reflected increases of $436.6$486.2 million in cash and cash equivalents, $3.1$4.6 million in debt securities available for sale, $42.4$58.1 million in debt securities held to maturity, and $10.0$10.3 in bank-owned life insurance, partially offset by a decrease of $191.0$292.7 million in our loan portfolio including PPP loans. Total deposits increased by $301.5$254.6 million at JuneSeptember 30, 2021 compared to December 31, 2020.  FHLB advances increased by $15 million from December 31, 2020 to September 30, 2021, while long term debt decreased by $20.6 million with the redemption of the remaining trust preferred securities on July 7, 2021.
 
Cash and Cash Equivalents: Our cash and cash equivalents, which include federal funds sold and short-term investments, were $1.22$1.27 billion at JuneSeptember 30, 2021 compared to $783.7 million at December 31, 2020.  The increase in these balances primarily related to an increase in our total deposits combined with a decrease in our loan portfolio.
 
Securities: Debt securities available for sale were $240.0$241.5 million at JuneSeptember 30, 2021 compared to $236.8 million at December 31, 2020. The balance at JuneSeptember 30, 2021 primarily consisted of U.S. agency securities, agency mortgage backed securities and various municipal investments. Our held to maturity portfolio was $121.9$137.6 million at JuneSeptember 30, 2021 compared to $79.5 million at December 31, 2020.  Our held to maturity portfolio is comprised of state, municipal and privately placed commercial bonds.
 
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Portfolio Loans and Asset Quality: Total portfolio loans decreased by $191.0$292.7 million in the first sixnine months of 2021 and were $1.24$1.14 billion at JuneSeptember 30, 2021 compared to $1.43 billion at December 31, 2020. During the first sixnine months of 2021, our commercial portfolio decreased by $158.2$256.0 million.  We originated a total of 1,000 PPP loans totaling $128.4$128.1 million in the sixnine months ended JuneSeptember 30, 2021 and received forgiveness proceeds in the amount of $187.8$279.9 million from the SBA in the same time period.  As a result, PPP loans decreased by $59.4$151.5 million during the first sixnine months of 2021.  We expect a substantial portion of our remaining PPP borrowers will apply for and receive approval for loan forgiveness in the second half of 2021.  Excluding the PPP loans, our commercial loans decreased by $98.8$104.5 million in the first sixnine months of 2021 as customers substituted PPP loans for drawing on their lines of credit.  Our consumer portfolio decreased by $7.4$6.3 million and our residential mortgage portfolio decreased by $25.4$30.4 million in the first sixnine months of 2021.
 
Mortgage loans originated for portfolio are typically adjustable rate loans as well as fixed rate loans that conform to secondary market requirements and have a term of fifteen years or less.  Mortgage loans originated for portfolio in the first sixnine months of 2021 increased $5.7$1.1 million compared to the same period in 2020, from $18.1$29.3 million in the first sixnine months of 2020 to $23.8$30.4 million in the same period in 2021.  However, this increase in volume was not enough to offset paydowns on mortgage portfolio loans.
 
The volume of residential mortgage loans originated for sale in the first sixnine months of 2021 increased $7.1decreased $12.3 million compared to the same period in 2020. Residential mortgage loans originated for sale were $86.5$107.8 million in the first sixnine months of 2021 compared to $79.4$120.2 million in the first sixnine months of 2020.

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The following table shows our loan origination activity for loans to be held in portfolio during the first sixnine months of 2021 and 2020, broken out by loan type and also shows average originated loan size (dollars in thousands):

 Six months ended June 30, 2021  Six months ended June 30, 2020  Nine months ended September 30, 2021  Nine months ended September 30, 2020 
 
Portfolio
Originations
  
Percent of
Total
Originations
  
Average
Loan Size
  
Portfolio
Originations
  
Percent of
Total
Originations
  
Average
Loan Size
  
Portfolio
Originations
  
Percent of
Total
Originations
  
Average
Loan Size
  
Portfolio
Originations
  
Percent of
Total
Originations
  
Average
Loan Size
 
Commercial real estate:                               
Residential developed $6,187 2.0% 562 $2,561 0.5% 366  $6,369  1.4% $
490  $3,035  0.5% $
217 
Unsecured to residential developers    170  170        170    170 
Vacant and unimproved 6,301 2.0 788 12,311 2.3 1,759  8,345  1.9  642  23,943  3.7  2,394 
Commercial development                   
Residential improved 51,854 16.6 535 34,264 6.4 519  75,223  16.9  607  45,463  7.0  425 
Commercial improved 25,792 8.3 955 22,289 4.2 1,013  54,609  12.2  1,187  45,493  7.0  1,379 
Manufacturing and industrial  11,565  3.7 964  5,515  1.0 306   24,962   5.6  960   12,098   1.9  432 
Total commercial real estate 101,699 32.5 656 77,110 14.4 637  169,508  38.0  764  130,202  20.1  675 
Commercial and industrial, excluding PPP 30,203 9.7 408 79,218 14.8 825  77,019  17.3  770  112,312  17.3  913 
PPP loans  128,420  41.1 128  343,711  64.1 209   128,052   28.7  127   346,276   53.4  199 
Total commercial and commercial real estate 260,322 83.3 211 500,039 93.3 269  374,579  84.0  282  588,790  90.9  287 
Consumer                               
Residential mortgage 23,844 7.6 346 18,097 3.4 355  30,415  6.8  295  29,327  4.5  333 
Unsecured              21    11 
Home equity 27,353 8.8 120 17,274 3.2 101  39,884  8.9  126  28,727  4.4  112 
Other secured  1,024  0.3 26  544  0.1 15   1,452   0.3  25   1,003   0.2  15 
Total consumer  52,221  16.7 155  35,915  6.7 139   71,751   16.0  150   59,078   9.1  142 
Total loans $312,543  100.0% 199 $535,954  100.0% 253  $446,330   100.0% $
247  $647,868   100.0% $
262 

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The following table shows a breakout of our commercial loan activity during the first sixnine months of 2021 and 2020 (dollars in thousands):

 
Six Months
Ended
June 30,
2021
  
Six Months
Ended
June 30,
2020
  
Nine Months
Ended
September 30,
2021
  
Nine Months
Ended
September 30,
2020
 
Commercial loans originated $260,322 $500,039  $374,579  $588,790 
Repayments of commercial loans (345,088) (206,256) (543,287) (288,049)
Change in undistributed - available credit  (73,418)  (81,096)  (87,282)  (86,930)
Net increase (decrease) in total commercial loans $(158,184) $212,687  $(255,990) $213,811 

Overall, the commercial loan portfolio decreased $158.2$256.0 million in the first sixnine months of 2021.  Our commercial and industrial portfolio decreased by $135.9$231.0 million while our commercial real estate loans decreased by $22.3$25.0 million.  As discussed above, included in the commercial production for the first sixnine months of 2021 is $128.4$128.1 million in PPP loans.  Our overall production of commercial loans decreased by $239.7$214.2 million from $500.0$588.8 million in the first sixnine months of 2020 to $260.2$374.6 million in the same period of 2021 mostly due to the significantly lower production of PPP loans (down $215.3$218.2 million).  Beyond the effect of the PPP loan production, our commercial and industrial portfolio is subject to seasonalwas impacted by fluctuations and we typically experience large paydowns in certain commercial loan categories in the second quarter each year, particularly nursery and floriculture production, and loans to automobile, recreational vehicle and boat dealers. Excluding the PPP loan activity, the commercial loan categories with the largest balance fluctuations in the first six months of 2021 were: agricultural products (down $29.1 million), finance and insurance (down $11.1 million), manufacturing (down $20.0 million), retail trade (down $24.4 million) and real estate and rental/leasing (down $10.2 million).  Retail trade includes floor plan loan lines to vehicle dealers.  The decline in borrowings in this sector was primarily the result of our dealers selling through their inventory but not being able to receivebuy new inventory due to supply shortages from the COVID-19 shutdown of the economy.
 
Commercial and commercial real estate loans remained our largest loan segment and accounted for approximately 85.6%84.6% and 85.2% of the total loan portfolio at JuneSeptember 30, 2021 and December 31, 2020, respectively. Residential mortgage and consumer loans comprised approximately 14.4%15.4% and 14.8% of total loans at JuneSeptember 30, 2021 and December 31, 2020, respectively.

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

 June 30, 2021  December 31, 2020  September 30, 2021  December 31, 2020 
 Balance  
Percent of
Total Loans
  Balance  
Percent of
Total Loans
  Balance  
Percent of
Total Loans
  Balance  
Percent of
Total Loans
 
Commercial real estate: (1)                     
Residential developed $7,279 0.6% $8,549 0.6% $6,184  0.5% $8,549  0.6%
Unsecured to residential developers 60     19       
Vacant and unimproved 36,797 3.0 47,122 3.3  36,616  3.2  47,122  3.3 
Commercial development 673  857   403    857   
Residential improved 98,217 7.9 114,392 8.0  100,608  8.9  114,392  8.0 
Commercial improved 273,229 22.1 266,006 18.6  267,910  23.6  266,006  18.6 
Manufacturing and industrial  113,644  9.2  115,247  8.1   115,470   10.2   115,247   8.1 
Total commercial real estate 529,899 42.8 552,173 38.6  527,210  46.4  552,173  38.6 
Commercial and industrial, excluding PPP 359,821 29.1 436,331 30.6  356,812  31.4  436,331  30.6 
PPP loans  169,679  13.7  229,079  16.0   77,571   6.8   229,079   16.0 
Total commercial and commercial real estate 1,059,399 85.6 1,217,583 85.2  961,593  84.6  1,217,583  85.2 
Consumer                     
Residential mortgage 124,156 10.0 149,556 10.5  119,106  10.5  149,556  10.5 
Unsecured 129  161   103    161   
Home equity 50,826 4.1 57,975 4.0  52,127  4.6  57,975  4.0 
Other secured  3,817  0.3  4,056  0.3   3,684   0.3   4,056   0.3 
Total consumer  178,928  14.4  211,748  14.8   175,020   15.4   211,748   14.8 
Total loans $1,238,327  100.0% $1,429,331  100.0% $1,136,613   100.0% $1,429,331   100.0%


(1)Includes both owner occupied and non-owner occupied commercial real estate.
 
Commercial real estate loans accounted for 42.8%46.4% and 38.6% of the total loan portfolio at JuneSeptember 30, 2021 and December 31, 2020, respectively, 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.
 
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Our consumer residential mortgage loan portfolio, which also includes residential construction loans made to individual homeowners, comprised 10.0%10.5% of portfolio loans at JuneSeptember 30, 2021 and 10.5% at December 31, 2020.  We expect to continue to retain in our loan portfolio certain types of residential mortgage loans (primarily high quality, low loan-to-value loans) in an effort to continue to diversify our credit risk and deploy our excess liquidity.
 
The volume of residential mortgage loans originated for sale during the first six months of 2021 increased from the first six months of 2020 as a result of interest rate conditions.  The continued low market interest rates that began in early 2020 has caused an increase in refinancing of fixed rate mortgages which we sell into the secondary market.
Our portfolio of other consumer loans includes loans secured by personal property and home equity fixed term and line of credit loans. This portfolio decreased by $7.4$6.3 million to $54.8$55.9 million at JuneSeptember 30, 2021 from $62.2 million at December 31, 2020, due primarily to a decrease in home equity loans.  These other consumer loans comprised 4.4%4.9% of our portfolio loans at JuneSeptember 30, 2021 and 4.3% at December 31, 2020.
 
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 quarterly 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 JuneSeptember 30, 2021, nonperforming assets totaled $2.8 million compared to $3.1 million at December 31, 2020. There were no additions to other real estate owned in the first sixnine months of 2021 or in the first sixnine months of 2020.  At JuneSeptember 30, 2021, there were no loans in foreclosure, so we expect there to be few, if any, additions to other real estate owned in the remainder of 2021.  Proceeds from sales of foreclosed properties were $170,000 in the first sixnine months of 2021, resulting in net realized gainloss on sales of $20,000.  Proceeds from sales of foreclosed properties were $92,000 in the first sixnine months of 2020 resulting in netwith no realized gain on sales of $0.   gains or losses.
 
Nonperforming loans include loans on nonaccrual status and loans delinquent more than 90 days but still accruing.  Nonperforming loans at JuneSeptember 30, 2021 consisted of $341,000$332,000 of commercial real estate loans and $92,000$88,000 of consumer and residential mortgage loans.  As of JuneSeptember 30, 2021, nonperforming loans totaled $433,000,$420,000, or 0.03%0.04% of total portfolio loans, compared to $533,000, or 0.04% of total portfolio loans, at December 31, 2020.

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Foreclosed and repossessed assets include assets acquired in settlement of loans. Foreclosed assets totaled $2.3 million at JuneSeptember 30, 2021 and $2.5 million at December 31, 2020. The entire balance at JuneSeptember 30, 2021 was comprised of one commercial real estate property. 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.
 
The following table shows the composition and amount of our nonperforming assets (dollars in thousands):

 
June 30,
2021
  
December 31,
2020
  
September 30,
2021
  
December 31,
2020
 
Nonaccrual loans $433 $533  $420  $533 
Loans 90 days or more delinquent and still accruing           
Total nonperforming loans (NPLs) 433 533  420  533 
Foreclosed assets 2,343 2,537  2,343  2,537 
Repossessed assets           
Total nonperforming assets (NPAs) $2,776 $3,070  $2,763  $3,070 
NPLs to total loans 0.03% 0.04% 0.04% 0.04%
NPAs to total assets 0.09% 0.12% 0.10% 0.12%

The following table shows the composition and amount of our troubled debt restructurings (TDRs) at JuneSeptember 30, 2021 and December 31, 2020 (dollars in thousands):

 June 30, 2021  December 31, 2020  September 30, 2021  December 31, 2020 
 Commercial  Consumer  Total  Commercial  Consumer  Total  Commercial  Consumer  Total  Commercial  Consumer  Total 
Performing TDRs $1,638 $3,544 $5,182 $4,959 $4,049 $9,008  $1,802  $3,296  $5,098  $4,959  $4,049  $9,008 
Nonperforming TDRs (1)  341    341  437    437   332      332   437      437 
Total TDRs $1,979 $3,544 $5,523 $5,396 $4,049 $9,445  $2,134  $3,296  $5,430  $5,396  $4,049  $9,445 

(1)Included in nonperforming asset table above

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We had a total of $5.5$5.4 million and $9.4 million of loans whose terms have been modified in TDRs as of JuneSeptember 30, 2021 and December 31, 2020, respectively.  These loans may have involved the restructuring of terms to allow customers to mitigate the risk of foreclosure by meeting a lower loan payment requirement based upon their current cash flow.  These may also include loans that renewed at existing contractual rates, but below market rates for comparable credit.  For each restructuring, a comprehensive credit underwriting analysis of the borrower’s financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and whether cash flows will be sufficient to support the restructured debt.  An analysis is also performed to determine whether the restructured loan should be on accrual status.  Generally, if the loan is on accrual at the time of restructure, it will remain on accrual after the restructuring.  In some cases, a nonaccrual loan may be placed on accrual at restructuring if the loan’s actual payment history demonstrates it would have cash flowed under the restructured terms.  After six consecutive payments under the restructured terms, a nonaccrual restructured loan is reviewed for possible upgrade to accruing status.  In situations where there is a subsequent modification or renewal and the loan is brought to market terms, including a contractual interest rate not less than a market interest rate for new debt with similar credit risk characteristics, the TDR and impaired designations may be removed.  Total TDRs decreased by $3.9$4.0 million from December 31, 2020 to JuneSeptember 30, 2021 due to payoffs and paydowns on existing TDRs exceeding new additions.TDRs.  There were 6259 loans identified as TDRs at JuneSeptember 30, 2021 compared to 76 loans at December 31, 2020.
 
As with other impaired loans, an allowance for loan loss is estimated for each TDR based on the most likely source of repayment for each loan.  For impaired commercial real estate loans that are collateral dependent, the allowance is computed based on the fair value of the underlying collateral, less estimated costs to sell.  For impaired commercial loans where repayment is expected from cash flows from business operations, the allowance is computed based on a discounted cash flow computation.  Certain groups of TDRs, such as residential mortgages, have common characteristics and for them the allowance is computed based on a discounted cash flow computation on the change in weighted rate for the pool.  The allowance allocations for commercial TDRs where we have reduced the contractual interest rate are computed by measuring cash flows using the new payment terms discounted at the original contractual rate.

On March 22, 2020, the federal banking agencies issued an “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus”.  This guidance encourages financial institutions to work prudently with borrowers that may be unable to meet their contractual obligations because of the effects of COVID-19.  The guidance goes on to explain that in consultation with the FASB staff that the federal banking agencies conclude that short-term modifications (e.g. six months) made on a good faith basis to borrowers who were current as of the implementation date of a relief program are not Troubled Debt Restructurings (“TDRs”).  The Coronavirus Aid, Relief and Economic Security (“CARES”) Act was passed by Congress on March 27, 2020.  Section 4013 of the CARES Act also addressed COVID-19 related modifications and specified that COVID-19 related modifications on loans that were current as of December 31, 2019 are not TDRs.  The Economic Aid Act passed by Congress on December 27, 2020 extended the date for such modifications to not be treated as TDRs to the earlier of 60 days after date on which the national emergency declared as a result of COVID-19 is terminated or January 1, 2022.  Through JuneSeptember 30, 2021, the Bank had applied this guidance and modified 726 individual loans with aggregate principal balances totaling $337.2 million.  The majority of these modifications involved three-month extensions. By JuneSeptember 30, 2021, all of these modifications had expired and the loans returned to their contractual payment terms.

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Allowance for loan losses: The allowance for loan losses at JuneSeptember 30, 2021 was $16.8$16.5 million, a decrease of $602,000$876,000 from December 31, 2020.  The allowance for loan losses represented 1.36%1.45% of total portfolio loans at JuneSeptember 30, 2021 and 1.22% at December 31, 2020.  The ratios at JuneSeptember 30, 2021 and December 31, 2020 are impacted by $169.7$77.6 million and $229.1 million of remaining PPP loans which are fully guaranteed and receive no allowance allocation.  The ratios excluding these loans were 1.57%1.56% and 1.45% at JuneSeptember 30, 2021 and December 31, 2020.2020, respectively.  The allowance for loan losses to nonperforming loan coverage ratio increased from 3266.0% at December 31, 2020 to 3881.3%3936.2% at JuneSeptember 30, 2021.
 
The table below shows the changes in certain credit metrics over the past five quarters (dollars in thousands):

 
Quarter Ended
June 30,
2021
  
Quarter Ended
March 31,
2021
  
Quarter Ended
December 31,
2020
  
Quarter Ended
September 30,
2020
  
Quarter Ended
June 30,
2020
  
Quarter Ended
September 30,
2021
  
Quarter Ended
June 30,
2021
  
Quarter Ended
March 31,
2021
  
Quarter Ended
December 31,
2020
  
Quarter Ended
September 30,
2020
 
Nonperforming loans 433 525 533 195 2,957  $
420  $
433  $
525  $
533  $
195 
Other real estate owned and repo assets 2,343 2,371 2,537 2,624 2,624  2,343  2,343  2,371  2,537  2,624 
Total nonperforming assets 2,776 2,896 3,070 2,819 5,881  2,763  2,776  2,896  3,070  2,819 
Net charge-offs (recoveries) (104) (44) (50) (203) 4,034  (276) (104) (44) (50) (203)
Total delinquencies 126 217 581 524 3,330  437  126  217  581  524 

At JuneSeptember 30, 2021, we had net loan recoveries in twenty-fourtwenty-five of the past twenty-sixtwenty-seven quarters.  Our total delinquencies were $126,000$437,000 at JuneSeptember 30, 2021 and $581,000 at December 31, 2020.  Our delinquency percentage at JuneSeptember 30, 2021 was 0.01%0.04%.
 
These factors all impact our necessary level of allowance for loan losses and our provision for loan losses. The allowance for loan losses decreased $602,000$876,000 in the first sixnine months of 2021.  We recorded a negative provision for loan losses benefit of ($750,000)$1.3 million for the sixnine months ended JuneSeptember 30, 2021 compared to $1.7$2.2 million in provision expense for the same period of 2020.  Net loan recoveries were $148,000$424,000 for the sixnine months ended JuneSeptember 30, 2021, compared to net loan charge-offs of $3.0$2.8 million for the same period in 2020. The ratio of net charge-offs (recoveries) to average loans was -0.02%-0.04% on an annualized basis for the first sixnine months of 2021 and 0.41%0.25% for the first sixnine months of 2020.
 
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Despite the large charge-off taken in the second quarter of 2020, we are encouraged by the reduced level of gross 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.
 
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.
 
Overall, impaired loans declined by $3.9$5.2 million to $6.7$5.4 million at JuneSeptember 30, 2021 compared to $10.6 million at December 31, 2020.  The specific allowance for impaired loans decreased $449,000$636,000 to $761,000$574,000 at JuneSeptember 30, 2021, compared to $1.2 million at December 31, 2020.  The specific allowance for impaired loans represented 11.4%10.6% of total impaired loans at JuneSeptember 30, 2021 and 11.4% at December 31, 2020.
 
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 charge-off history as the base for our computation.  Over the past few years, the 18 month period computations have reflected sizeable decreases in net charge-off experience.  We addressed this volatility in the qualitative factor considerations applied in our allowance for loan losses computation. We also considered the extended period of strong asset quality in assessing the overall qualitative component.
 
We also have considered the effect of COVID-19 on our loan borrowers and our local economy.  While significant stimulus and mitigation efforts were expected to soften the impact, we believed a downgrade to our economic qualitative factor was appropriate and we added 7 basis points to this qualitative factor at March 31, 2020. Additional allocations were provided in the second, third and fourth quarters of 2020.  In the first quarter of 2021, this factor was decreased by 2 basis points in recognition of improved economic conditions but additional allocations were made to other factors for a net increase of 8 basis points in the quarter.  In the second quarter 2021, we added 20 basis points to our consumer loan portfolio qualitative factors to address the risk that economic impact payments may be masking consumer delinquency and default.  We maintained these qualitative factors in the third quarter of 2021.
 
-47-

Certain industry sectors have been more negatively impacted by the economic effects of COVID-19 than others such as hospitality, restaurants and sporting events.  We believe our commercial portfolio is adequately diversified, with our largest commercial concentrations in Real Estate, Rental and Leasing (27%(28.6%), followed by Manufacturing (16%(15.0%) and Retail Trade (10%(8.1%).

-48-

The table below breaks down our commercial loan portfolio by industry type at JuneSeptember 30, 2021 and identifies the percentage of loans in each type that have a pass rating within our grading system (4 or better) and criticized rating (5 or worse) (dollars in thousands):
 
 June 30, 2021  September 30, 2021 
 Excluding PPP  PPP Loans  Total  
Percent of
Total Loans
  Percent Grade 4 or Better  Percent Grade 5 or Worse  Excluding PPP  PPP Loans  Total  
Percent of
Total Loans
  
Percent Grade
4 or Better
  
Percent Grade
5 or Worse
 
Industry:                               
Agricultural Products $36,700 $3,101 $39,801 3.76% 99.17% 0.83% $41,605  $394  $41,999   4.37%  98.71%  1.29%
Mining and Oil Extraction 855 63 918 0.09% 100.00% 0.00%  947   63   1,010   0.11%  100.00%  0.00%
Construction 72,304 22,483 94,787 8.95% 99.00% 1.00%  68,309   8,803   77,112   8.02%  98.60%  1.40%
Manufacturing 127,524 39,103 166,627 15.73% 97.26% 2.74%  128,466   16,682   145,148   15.09%  97.51%  2.49%
Wholesale Trade 47,116 2,324 49,440 4.67% 100.00% 0.00%  61,267   704   61,971   6.44%  100.00%  0.00%
Retail Trade 94,706 6,414 101,120 9.55% 99.91% 0.09%  75,009   2,744   77,753   8.09%  99.89%  0.11%
Transportation and Warehousing 45,250 9,793 55,043 5.20% 97.95% 2.05%  43,367   3,998   47,365   4.93%  98.11%  1.89%
Information 748 779 1,527 0.14% 54.62% 45.38%  682   323   1,005   0.10%  37.21%  62.79%
Finance and Insurance 34,765 576 35,341 3.34% 100.00% 0.00%  32,592   187   32,779   3.41%  100.00%  0.00%
Real Estate and Rental and Leasing 280,502 2,094 282,596 26.68% 99.77% 0.23%  274,304   900   275,204   28.62%  99.77%  0.23%
Professional, Scientific and Technical Services 7,238 9,874 17,112 1.62% 98.63% 1.37%  7,042   3,241   10,283   1.07%  97.77%  2.23%
Management of Companies and Enterprises 2,600  2,600 0.25% 100.00% 0.00%           0.00%  0.00%  0.00%
Administrative and Support Services 16,836 14,487 31,323 2.96% 99.66% 0.34%  17,265   10,187   27,452   2.85%  99.62%  0.38%
Education Services 2,453 5,509 7,962 0.75% 98.88% 1.12%  2,645   1,882   4,527   0.47%  98.08%  1.92%
Health Care and Social Assistance 51,072 25,859 76,931 7.26% 100.00% 0.00%  50,709   16,366   67,075   6.98%  100.00%  0.00%
Arts, Entertainment and Recreation 7,130 3,121 10,251 0.97% 96.72% 3.28%  7,720   473   8,193   0.85%  96.01%  3.99%
Accommodations and Food Services 37,060 14,985 52,045 4.91% 85.49% 14.51%  40,830   6,326   47,156   4.90%  86.85%  13.15%
Other Services  24,861  9,114  33,975  3.21% 99.05% 0.95%  31,265   4,296   35,561   3.70%  99.47%  0.53%
Total commercial loans $889,720 $169,679 $1,059,399  100.00% 98.39% 1.61% $884,024  $77,569  $961,593   100.00%  98.48%  1.52%
 
Considering the change in our qualitative factors and our commercial loan portfolio balances, the general allowance allocated to commercial loans was $13.5$13.2 million at JuneSeptember 30, 2021 and $13.8 million at December 31, 2020.  The qualitative component of our allowance allocated to commercial loans was $13.4$13.3 million at JuneSeptember 30, 2021, down $263,000$399,000 from $13.7 million at December 31, 2020.
 
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 $2.6$2.5 million at JuneSeptember 30, 2021 and $2.4 million at December 31, 2020.
 
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.
 
Bank-Owned Life Insurance:  Bank-owned life insurance increased $10.3 million from December 31, 2020 to September 30, 2021 due to an additional $10.0 million in policies acquired in the second quarter of 2021 and earnings on the underlying policies.
Premises and Equipment:   Premises and equipment totaled $42.9$42.3 million at JuneSeptember 30, 2021, down $348,000$911,000 from $43.3 million at December 31, 2020.
 
Deposits and Other Borrowings: Total deposits increased $301.5$254.6 million to $2.60$2.55 billion at JuneSeptember 30, 2021, as compared to $2.30 billion at December 31, 2020.  Non-interest checking account balances increased $147.5$125.0 million during the first sixnine months of 2021.  Interest bearing demand account balances increased $98.4$63.3 million and savings and money market account balances increased $62.6$75.8 million in the first sixnine months of 2021 as municipal and business customers have held higher balances during the COVID-19 pandemic.  Certificates of deposits decreased by $7.0$9.6 million in the first sixnine months of 2021 reflecting the continued low market interest rates.  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 branch network and the breadth and depth of our sophisticated product line.
 
Noninterest bearing demand accounts comprised 37%36% of total deposits at JuneSeptember 30, 2021 and 35% of total deposits at December 31, 2020.  These balances typically increase at year end for many of our commercial customers, then decline in the first half of the next year.  This didn’t happen in the first half of 2021 due to customers of all types holding higher balances during the COVID-19 pandemic.  In addition, 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 noninterest bearing demand account types.  We also see a seasonal increase in deposits in the third quarter each year from municipal customers from property tax collections.  Interest bearing demand, including money market and savings accounts, comprised 59%60% of total deposits at JuneSeptember 30, 2021 and 60% at December 31, 2020. Time accounts as a percentage of total deposits were 4% at JuneSeptember 30, 2021 and 5% at December 31, 2020.

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Borrowed funds totaled $80.6 million at JuneSeptember 30, 2021 including $60.0consisted of $85.0 million of Federal Home Loan Bank (“FHLB”) advances and $20.6 million in long-term debt associated with trust preferred securities.advances.  Borrowed funds totaled $90.6 million at December 31, 2020, including $70.0 million of FHLB advances and $20.6 million in long-term debt associated with trust preferred securities.  On July 7, 2021, the Company redeemed all of the long-term debt associated with trust preferred securities.
 
CAPITAL RESOURCES
 
Total shareholders' equity of $248.2$252.2 million at JuneSeptember 30, 2021 increased $8.4represented an increase of $12.4 million from $239.8 million at December 31, 2020. The increase was primarily a result of net income of $15.6$22.8 million earned in the first sixnine months of 2021, partially offset by a decrease of $2.1$2.7 million in accumulated other comprehensive income and a payment of $5.4$8.2 million in cash dividends to shareholders.  The Bank was categorized as “well capitalized” at JuneSeptember 30, 2021.
 
Capital guidelines for U.S. banks are commonly known as Basel III guidelines. The rules include a common equity Tier 1 capital to risk-weighted assets ratio (CET1 ratio) of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, effectively resulting in a minimum CET1 ratio of 7.0%. The Basel III minimum ratio of Tier 1 capital to risk-weighted assets is 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5%), and the minimum total capital to risk-weighted assets ratio is 10.5% (with the capital conservation buffer), and Basel III requires a minimum leverage ratio of 4.0%. The capital ratios for the Company and the Bank under Basel III have continued to exceed the well capitalized minimum capital requirements.
 
The following table shows our regulatory capital ratios (on a consolidated basis) for the past several quarters:

Macatawa Bank Corporation 
June 30,
2021
  
March 31,
2021
  
Dec 31,
2020
  
Sept 30,
2020
  
June 30,
2020
  
Sept 30,
2021
  
June 30,
2021
  
March 31,
2021
  
Dec 31,
2020
  
Sept 30,
2020
 
Total capital to risk weighted assets 19.7% 19.3% 18.3% 17.7% 17.3% 18.6% 19.7% 19.3% 18.3% 17.7%
Common Equity Tier 1 to risk weighted assets 17.1 16.7 15.8 15.3 14.9  17.4  17.1  16.7  15.8  15.3 
Tier 1 capital to risk weighted assets 18.5 18.1 17.1 16.6 16.3  17.4  18.5  18.1  17.1  16.6 
Tier 1 capital to average assets 9.5 9.8 9.9 9.8 10.5  8.5  9.5  9.8  9.9  9.8 

All $20.0 million of trust preferred securities outstanding at June 30, 2021 qualified as Tier 1 capital.  On July 7, 2021, the Company redeemed all of the remaining outstanding trust preferred securities.
 
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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.
 
We have actively pursued initiatives to maintain a strong liquidity position.  The Bank has 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 continue to maintain significant on-balance sheet liquidity.  At JuneSeptember 30, 2021, the Bank held $1.19$1.24 billion of federal funds sold and other short-term investments.  In addition, the Bank had available borrowing capacity from correspondent banks of approximately $278.3$242.5 million as of JuneSeptember 30, 2021.
 
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 JuneSeptember 30, 2021 (dollars in thousands):

 
Less than
1 year
  1-3 years  3-5 years  
More than
5 years
  
Less than
1 year
  1-3 years  3-5 years  
More than
5 years
 
Long term debt $ $ $ $20,619  $  $  $  $ 
Time deposit maturities 80,439 14,826 1,228 57   77,814   14,807   1,247   58 
Other borrowed funds  20,000 30,000 10,000      30,000   20,000   35,000 
Operating lease obligations  343  377  193     310   364   144    
Total $80,782 $35,203 $31,421 $30,676  $78,124  $45,171  $21,391  $35,058 

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 JuneSeptember 30, 2021, we had a total of $677.5$691.9 million in unused lines of credit, $136.1$103.6 million in unfunded loan commitments and $12.3$11.8 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 capital markets if the need to raise additional capital arises.  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 2020, the Bank paid dividends to the Company totaling $11.7 million.  In the same period, the Company paid $10.9 million in dividends to its shareholders.  On February 24, 2021, the Bank paid a dividend totaling $3.7 million to the Company in anticipation of the common share cash dividend of $0.08 per share paid on February 25, 2021 to shareholders of record on February 10, 2021.  The cash distributed for this cash dividend payment totaled $2.7 million.  On May 26, 2021, the Bank paid a dividend totaling $3.2 million to the Company in anticipation of the common share cash dividend of $0.08 per share paid on May 27, 2021 to shareholders of record on May 12, 2021.  The cash distributed for this cash dividend payment totaled $2.7 million.  On July 6, 2021, the Bank paid a dividend totaling $20.0 million to the Company in anticipation of the redemption of its trust preferred securities.  On July 7, 2021, the Company redeemed all of the outstanding trust preferred securities.  On August 25, 2021, the Bank paid a dividend totaling $3.2 million to the Company in anticipation of the common share cash dividend of $0.08 per share paid on August 26, 2021 to shareholders of record on August 11, 2021.  The cash distributed for this cash dividend payment totaled $2.7 million.  The Company retained the remaining balance in each period for general corporate purposes.  At JuneSeptember 30, 2021, the Bank had a retained earnings balance of $75.5$79.7 million.

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The Company’s cash balance at JuneSeptember 30, 2021 was $7.6$7.9 million.  The Company believes that it has sufficient liquidity to meet its cash flow obligations.

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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, revenue recognition 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 first sixnine months of 2021.
 
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.
 
Noninterest revenue is recognized in accordance with contractual requirements and as we fulfill our obligations under contractual terms.  Most of our noninterest revenue comes from services that are transaction based and such revenue is recognized as the related service is provided.
 
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 JuneSeptember 30, 2021, we had gross deferred tax assets of $5.2$4.5 million and gross deferred tax liabilities of $2.4$2.3 million resulting in a net deferred tax asset of $2.8$2.1 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.  We concluded at JuneSeptember 30, 2021 that no other 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.

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.
 
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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.

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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 JuneSeptember 30, 2021 (dollars in thousands):

Interest Rate Scenario 
Economic
Value of
Equity
  
Percent
Change
  
Net Interest
Income
  
Percent
Change
  
Economic
Value of
Equity
  
Percent
Change
  
Net Interest
Income
  
Percent
Change
 
Interest rates up 200 basis points $328,246 8.30% $55,706 18.86% 
$
326,003
   
9.20
%
 
$
54,796
   
19.82
%
Interest rates up 100 basis points 314,737 3.84 51,152 9.14   
312,041
   
4.52
   
50,116
   
9.58
 
No change 303,087  46,868    
298,538
   
   
45,733
   
 
Interest rates down 100 basis points 287,185 (5.25) 46,095 (1.65)  
276,628
   
(7.34
)
  
44,824
   
(1.99
)
Interest rates down 200 basis points 287,228 (5.23) 46,076 (1.69)  
276,703
   
(7.31
)
  
44,547
   
(2.59
)

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.  If interest rates were to decrease, this analysis suggests we would experience a reduction 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.
 
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 Rule 13a-15(e) as of JuneSeptember 30, 2021, 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 Rule 13a-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.

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PART II – OTHEROTHER INFORMATION

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information regarding the Company’s purchase of its own common stock during the secondthird quarter of 2021.  All employee transactions are under stock compensation plans.  These include shares of Macatawa Bank Corporation common stock surrendered to satisfy tax withholding obligations that occur upon the vesting of restricted shares.  The value of the shares withheld is determined based on the closing price of Macatawa Bank Corporation common stock at the date of vesting.  The Company has no publicly announced repurchase plans or programs.

 
Total
Number of
Shares
Purchased
  
Average
Price Paid
Per Share
  
Total
Number of
Shares
Purchased
  
Average
Price Paid
Per Share
 
Period           
April 1 - April 30, 2021     
July 1 - July 31, 2021      
Employee Transactions  $  2,518  $8.55 
May 1 - May 31, 2021     
August 1 - August 31, 2021      
Employee Transactions       
June 1 - June 30, 2021     
September 1 - September 30, 2021      
Employee Transactions 815 $8.92     
Total for Second Quarter ended June 30, 2021     
Total for Third Quarter ended September 30, 2021      
Employee Transactions 815 $8.92  2,518  $8.55 

Item 6.EXHIBITS.

Restated Articles of Incorporation. Previously filed with the Commission on October 27, 2016 in Macatawa Bank Corporation’s Quarterly Report on Form 10-Q, Exhibit 3.1.3.1. Here incorporated by reference.
Bylaws. Previously filed with the Commission on February 19, 2015 in Macatawa Bank Corporation's Annual Report on Form 10-K for the year ended December 31, 2014, Exhibit 3.2.3.2. Here incorporated by reference.
Restated Articles of Incorporation. Exhibit 3.1 is here incorporated by reference.
Bylaws. Exhibit 3.2 is here incorporated by reference.
4.3Long-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.
Certification of Chief Executive Officer.
Certification of Chief Financial Officer.
Certification pursuant to 18 U.S.C. Section 1350.
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

-53--54-

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 22,October 28, 2021


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