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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q


[ X ]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the quarterly period ended June 30, 2003

 

 

[   ]

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: 1-9202

ChoiceOne Financial Services, Inc.
(Exact Name of Registrant as Specified in its Charter)

Michigan
(State or Other Jurisdiction of
Incorporation or Organization)

 

38-2659066
(I.R.S. Employer Identification No.)

 

 

 

109 East Division
Sparta, Michigan

(Address of Principal Executive Offices)

 


49345
(Zip Code)

 

 

 

(616) 887-7366
(Registrant's Telephone Number, including Area Code)

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    X             No        

Indicate by checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes                   No     X   

As of July 31, 2003, the Registrant had outstanding 1,559,108 shares of common stock.












1


CHOICEONE FINANCIAL SERVICES, INC.
INDEX TO FORM 10-Q

 

 

 

Page
Number


PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements:

 

 

 

 

 

 

 

   Consolidated Balance Sheets at June 30, 2003 (Unaudited) and December 31, 2002

3

 

 

 

 

 

 

   Consolidated Statements of Income for the three and six months ended
      June 30, 2003 and 2002 (Unaudited)


4

 

 

 

 

 

 

   Consolidated Statements of Changes in Shareholders' Equity for the six months
      ended June 30, 2003 and 2002 (Unaudited)


5

 

 

 

 

 

 

   Consolidated Statements of Cash Flows for the six months ended June 30, 2003
      and 2002 (Unaudited)


6

 

 

 

 

 

 

   Notes to Consolidated Financial Statements

7-9

 

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial

 

 

 

Condition and Results of Operations

9-15

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

15-16

 

 

 

 

 

Item 4.

Controls and Procedures

16

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

16

 

 

 

 

 

Item 2.

Changes in Securities and Use of Proceeds

16

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

16

 

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

16

 

 

 

 

 

Item 5.

Other Information

17

 

 

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

17

 

 

 

 

 

 

 

 

SIGNATURES

18





2


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

ChoiceOne Financial Services, Inc.

CONSOLIDATED BALANCE SHEETS

 

 

June 30,
2003


 

December 31,
2002


 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

   Cash and due from banks

$

4,752,000

$

5,621,000

 

   Federal funds sold

 

0


 

850,000


 

      Cash and cash equivalents

 

4,752,000

 

6,471,000

 

 

 

 

 

 

 

   Short term investments

 

100,000

 

100,000

 

   Securities available for sale

 

31,215,000

 

21,491,000

 

   Federal Home Loan Bank and Federal Reserve Bank stock

 

2,711,000

 

2,620,000

 

   Loans held for sale

 

3,897,000

 

1,214,000

 

   Loans, net (of allowance of $2,108,000 and $2,211,000)

 

156,276,000

 

171,636,000

 

   Premises and equipment, net

 

4,268,000

 

4,449,000

 

   Other real estate owned, net

 

1,824,000

 

1,867,000

 

   Loan servicing rights, net

 

377,000

 

363,000

 

   Intangible assets, net

 

33,000

 

226,000

 

   Other assets

 

1,664,000


 

1,887,000


 

      Total assets

$

207,117,000


$

212,324,000


 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

   Deposits - noninterest bearing

$

18,616,000

$

17,391,000

 

   Deposits - interest bearing

 

130,158,000


 

135,388,000


 

      Total deposits

 

148,774,000

 

152,779,000

 

 

 

 

 

 

 

   Repurchase agreements

 

5,294,000

 

5,876,000

 

   Federal funds purchased

 

5,350,000

 

0

 

   Advances from Federal Home Loan Bank

 

25,777,000

 

32,791,000

 

   Other liabilities

 

1,704,000


 

1,519,000


 

      Total liabilities

 

186,899,000

 

192,965,000

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

   Preferred stock; shares authorized: 100,000;
      shares outstanding: none

 


0

 


0

 

   Common stock; shares authorized: 4,000,000;
      shares outstanding: 1,558,139 at June 30, 2003
      and 1,551,228 at December 31, 2002

 



15,732,000

 



15,645,000

 

   Unallocated shares held by Employee Stock Ownership Plan

 

(36,000

)

(45,000

)

   Retained earnings

 

3,705,000

 

3,222,000

 

   Accumulated other comprehensive income

 

817,000


 

537,000


 

      Total shareholders' equity

 

20,218,000


 

19,359,000


 

      Total liabilities and shareholders' equity

$

207,117,000


$

212,324,000


 

See accompanying notes to consolidated financial statements.



3


ChoiceOne Financial Services, Inc.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

 

 

Three Months Ended
June 30,


 

Six Months Ended
June 30,


 

 

 

2003


 

2002


 

2003


 

2002


 

Interest income

 

 

 

 

 

 

 

 

 

   Loans, including fees

$

2,822,000

$

3,353,000

$

5,787,000

$

6,672,000

 

   Securities:

 

 

 

 

 

 

 

 

 

      Taxable

 

192,000

 

151,000

 

356,000

 

293,000

 

      Nontaxable

 

109,000

 

107,000

 

218,000

 

217,000

 

   Other

 

4,000


 

0


 

5,000


 

1,000


 

         Total interest income

 

3,127,000


 

3,611,000


 

6,366,000


 

7,183,000


 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

 

   Deposits

 

819,000

 

1,043,000

 

1,700,000

 

2,131,000

 

   Advances from Federal Home Loan Bank

 

317,000

 

502,000

 

672,000

 

1,019,000

 

   Other

 

21,000


 

45,000


 

44,000


 

92,000


 

         Total interest expense

 

1,157,000


 

1,590,000


 

2,416,000


 

3,242,000


 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

1,970,000

 

2,021,000

 

3,950,000

 

3,941,000

 

Provision for loan losses

 

75,000


 

225,000


 

245,000


 

385,000


 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

1,895,000

 

1,796,000

 

3,705,000

 

3,556,000

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

 

 

 

 

 

 

 

 

   Customer service fees

 

260,000

 

246,000

 

501,000

 

490,000

 

   Insurance commissions

 

240,000

 

315,000

 

539,000

 

628,000

 

   Gain on sales of securities

 

0

 

0

 

0

 

54,000

 

   Gain on sales of loans

 

250,000

 

92,000

 

419,000

 

186,000

 

   Loan servicing fees, net

 

(15,000

)

2,000

 

(18,000

)

40,000

 

   Other income

 

11,000


 

47,000


 

108,000


 

63,000


 

         Total noninterest income

 

746,000

 

702,000

 

1,549,000

 

1,461,000

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense

 

 

 

 

 

 

 

 

 

   Salaries and benefits

 

1,057,000

 

960,000

 

2,069,000

 

1,990,000

 

   Occupancy

 

315,000

 

486,000

 

638,000

 

866,000

 

   Professional services

 

132,000

 

148,000

 

260,000

 

250,000

 

   Printing, postage and supplies

 

64,000

 

73,000

 

131,000

 

140,000

 

   Data processing

 

89,000

 

93,000

 

182,000

 

181,000

 

   Advertising and promotional

 

38,000

 

50,000

 

66,000

 

82,000

 

   Other expense

 

252,000


 

251,000


 

504,000


 

475,000


 

         Total noninterest expense

 

1,947,000


 

2,061,000


 

3,850,000


 

3,984,000


 

 

 

 

 

 

 

 

 

 

 

Income before income tax

 

694,000

 

437,000

 

1,404,000

 

1,033,000

 

Income tax expense

 

189,000


 

127,000


 

393,000


 

292,000


 

 

 

 

 

 

 

 

 

 

 

Net income

$

505,000


$

310,000


$

1,011,000


$

741,000


 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

$

741,000


$

573,000


$

1,291,000


$

906,000


 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

0.32


$

0.20


$

0.65


$

0.48


 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

$

0.32


$

0.20


$

0.65


$

0.48


 

See accompanying notes to consolidated financial statements.



4


ChoiceOne Financial Services, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

 



Number of
Shares


 

Common
Stock and
Paid in
Capital


 



Unallocated
Shares


 

 



Retained
Earnings


 

Accumulated
Other
Comprehensive
Income


 

 




Total


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2002

1,467,706

$

14,475,000

$

(64,000

)

$

3,680,000

$

182,000

 

$

18,273,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income

 

 

 

 

 

 

 

741,000

 

 

 

 

741,000

 

   Net change in unrealized gain

 

 

 

 

 

 

 

 

 

165,000

 

 

165,000


 

     Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

906,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued

6,475

 

72,000

 

 

 

 

 

 

 

 

 

72,000

 

Shares committed to be released
   under Employee Stock
   Ownership Plan

 

 



(10,000



)



10,000

 

 

 

 

 

 

 



0

 

Stock dividend

73,167

 

1,061,000

 

 

 

 

(1,064,000

)

 

 

 

(3,000

)

Cash dividends

 


 

 


 

 


 

 

(511,000


)

 


 

 

(511,000


)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2002

1,547,348


$

15,598,000


$

(54,000


)

$

2,846,000


$

347,000


 

$

18,737,000


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2003

1,551,228

$

15,645,000

$

(45,000

)

$

3,222,000

$

537,000

 

$

19,359,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income

 

 

 

 

 

 

 

1,011,000

 

 

 

 

1,011,000

 

   Net change in unrealized gain

 

 

 

 

 

 

 

 

 

280,000

 

 

280,000


 

     Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

1,291,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued

7,541

 

105,000

 

 

 

 

 

 

 

 

 

105,000

 

Shares repurchased

(630

)

(9,000

)

 

 

 

 

 

 

 

 

(9,000

)

Shares committed to be released
   under Employee Stock
   Ownership Plan

 

 



(9,000



)



9,000

 

 

 

 

 

 

 



0

 

Cash dividends

 


 

 


 

 


 

 

(528,000


)

 


 

 

(528,000


)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2003

1,558,139


$

15,732,000


$

(36,000


)

$

3,705,000


$

817,000


 

$

20,218,000


 

See accompanying notes to consolidated financial statements.










5


ChoiceOne Financial Services, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

 

Six Months Ended
June 30,


 

 

 

2003


 

 

2002


 

Cash flows from operating activities:

 

 

 

 

 

 

   Net income

$

1,011,000

 

$

741,000

 

   Adjustments to reconcile net income to net cash from
     operating activities:

 

 

 

 

 

 

      Depreciation

 

303,000

 

 

531,000

 

      Amortization

 

244,000

 

 

165,000

 

      Provision for loan losses

 

245,000

 

 

385,000

 

      Gain on sales of securities

 

0

 

 

(54,000

)

      Gain on sales of loans

 

(419,000

)

 

(186,000

)

      Loans originated for sale

 

(21,362,000

)

 

(12,218,000

)

      Proceeds from loan sales

 

18,940,000

 

 

12,404,000

 

      Net changes in:

 

 

 

 

 

 

         Accrued interest receivable and other assets

 

1,216,000

 

 

621,000

 

         Accrued interest payable and other liabilities

 

43,000


 

 

(150,000


)

            Net cash provided by operating activities

 

221,000

 

 

2,239,000

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

   Purchases of securities available for sale

 

(11,296,000

)

 

(4,742,000

)

   Proceeds from sales of securities available for sale

 

0

 

 

3,005,000

 

   Principal payments on securities available for sale

 

1,787,000

 

 

766,000

 

   Loan originations, net of repayments

 

14,188,000

 

 

(8,859,000

)

   Premises and equipment expenditures, net of disposals

 

(122,000

)

 

(102,000

)

   Proceeds from sale of insurance book of business

 

186,000


 

 

0


 

            Net cash provided by/(used in) investing activities

 

4,743,000

 

 

(9,932,000

)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

   Net change in deposits

 

(4,005,000

)

 

4,180,000

 

   Net change in repurchase agreements

 

(582,000

)

 

1,975,000

 

   Net change in federal funds purchased

 

5,350,000

 

 

(400,000

)

   Proceeds from Federal Home Loan Bank advances

 

6,500,000

 

 

11,000,000

 

   Payments on Federal Home Loan Bank advances

 

(13,514,000

)

 

(9,513,000

)

   Issuance of common stock

 

105,000

 

 

72,000

 

   Repurchase of common stock

 

(9,000

)

 

0

 

   Cash dividends and fractional shares from stock dividends

 

(528,000


)

 

(514,000


)

            Net cash provided by/(used in) financing activities

 

(6,683,000


)

 

6,800,000


 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(1,719,000

)

 

(893,000

)

Beginning cash and cash equivalents

 

6,471,000


 

 

4,931,000


 

 

 

 

 

 

 

 

Ending cash and cash equivalents

$

4,752,000


 

$

4,038,000


 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Cash paid for interest

$

2,411,000

 

$

3,256,000

 

Cash paid for income taxes

$

395,000

 

$

290,000

 

Loans transferred to other real estate

$

927,000

 

$

1,022,000

 

See accompanying notes to consolidated financial statements.





6


ChoiceOne Financial Services, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The consolidated financial statements include ChoiceOne Financial Services, Inc. (the "Registrant") and its direct and indirect wholly owned subsidiaries, ChoiceOne Bank (the "Bank"), ChoiceOne Mortgage Company of Michigan (the "Mortgage Company"), and ChoiceOne Insurance Agencies, Inc. (the "Insurance Agency").

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, prevailing practices within the banking industry and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The accompanying consolidated financial statements reflect all adjustments ordinary in nature which are, in the opinion of management, necessary for a fair presentation of the Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002, the Consolidated Statements of Income for the three- and six-month periods ended June 30, 2003 and June 30, 2002, the Consolidated Statements of Changes in Shareholders' Equity for the six-month periods ended June 30, 2003 and June 30, 2002, and the Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2003 and June 30, 2002. Operating results for the six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.

Stock Based Compensation
Employee compensation expense under the Registrant's stock option plan is reported if options are granted below market price at the grant date. Pro forma disclosures of net income and earnings per share are shown using the fair value method to measure expense for options granted using an option pricing model to estimate the fair value.

The following pro forma information presents net income and earnings per share for the three and six months ended June 30, 2003 and 2002 had the fair value method been used to measure compensation expense for stock option plans. No compensation expense was recognized for stock options in 2003 and 2002.

   

Three Months Ended
June 30,


 
   

2003


   

2002


 

Net income as reported

$

505,000

 

$

310,000

 

Deduct: Stock-based compensation expense determined under
     fair value based method

 


0


 

 


0


 

Pro forma net income

 

505,000

 

 

310,000

 

 

 

 

 

 

 

 

Basic earnings per common share and diluted earnings per common share

 

 

 

 

 

 

     as reported

 

0.32

 

 

0.20

 

Pro forma basic earnings per common share and pro forma

 

 

 

 

 

 

     diluted earnings per common share

 

0.32

 

 

0.20

 




7


   

Six Months Ended
June 30,


 
   

2003


   

2002


 

Net income as reported

$

1,011,000

 

$

741,000

 

Deduct: Stock-based compensation expense determined under
     fair value based method

 


6,000


 

 


3,000


 

Pro forma net income

 

1,005,000

 

 

738,000

 

 

 

 

 

 

 

 

Basic earnings per common share and diluted earnings per common share

 

 

 

 

 

 

     as reported

 

0.65

 

 

0.48

 

Pro forma basic earnings per common share and diluted earnings per

 

 

 

 

 

 

     common share

 

0.65

 

 

0.48

 

Stock Transactions
A total of 2,277 shares of common stock were issued to the Registrant's Board of Directors for a cash price of $32,000 under the terms of the Directors' Stock Purchase Plan in the first two quarters of 2003. A total of 3,907 shares of common stock were issued to shareholders for a cash price of $56,000 under the Dividend Reinvestment and Supplemental Purchase Plan in the six months ended June 30, 2003. A total of 1,357 shares were issued to employees for a cash price of $17,000 under the Employee Stock Purchase Plan for the six months ended June 30, 2003. A total of 630 shares were repurchased from shareholders at a cash price of $9,000 in the first six months of 2003.

Reclassifications
Certain amounts presented in prior periods have been reclassified to conform to the 2003 presentation.


NOTE 2 - ALLOWANCE FOR LOAN LOSSES

An analysis of changes in the allowance for loan losses follows:

 

 

Three Months Ended
June 30,


 

 

Six Months Ended
June 30,


 

 

 

2003


 

 

2002


 

 

2003


 

 

2002


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

$

2,094,000

 

$

2,082,000

 

$

2,211,000

 

$

2,013,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision charged to expense

 

75,000

 

 

225,000

 

 

245,000

 

 

385,000

 

Loans charged off

 

(161,000

)

 

(335,000

)

 

(545,000

)

 

(474,000

)

Recoveries of charged-off loans

 

100,000


 

 

58,000


 

 

197,000


 

 

106,000


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at end of period

$

2,108,000


 

$

2,030,000


 

$

2,108,000


 

$

2,030,000


 

Information regarding impaired loans follows:

 

 

June 30,
2003


 

December 31,
2002


 

 

 

 

 

 

 

Loans with no allowance allocated

$

396,000

$

1,041,000

 

Loans with allowance allocated

 

1,687,000

 

1,128,000

 

Amount of allowance for loan losses allocated

 

772,000

 

697,000

 




8


Information regarding impaired loans follows:

 

 

Three Months Ended June 30,


 

 

 

2003


 

2002


 

 

 

 

 

 

 

Average balance during the period

$

2,503,000

$

2,062,000

 

Interest income recognized thereon

 

40,000

 

8,000

 

Cash basis interest income recognized

 

34,000

 

23,000

 


 

 

Six Months Ended June 30,


 

 

 

2003


 

2002


 

 

 

 

 

 

 

Average balance during the period

$

2,392,000

$

1,665,000

 

Interest income recognized thereon

 

51,000

 

32,000

 

Cash basis interest income recognized

 

88,000

 

48,000

 



NOTE 3 - EARNINGS PER SHARE

A computation of basic earnings per share and diluted earnings per share follows:

 

 

Three Months Ended
June 30,


 

Six Months Ended
June 30,


 

 

 

2003


 

2002


 

2003


 

2002


 

Basic Earnings Per Share

 

 

 

 

 

 

 

 

 

   Net income available to common

 

 

 

 

 

 

 

 

 

     shareholders

$

505,000


$

310,000


$

1,011,000


$

741,000


 

 

 

 

 

 

 

 

 

 

 

   Weighted average common shares outstanding

 

1,553,356


 

1,542,448


 

1,551,600


 

1,544,214


 

 

 

 

 

 

 

 

 

 

 

   Basic earnings per share

$

0.32


$

0.20


$

0.65


$

0.48


 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

   Net income available to common

 

 

 

 

 

 

 

 

 

     shareholders

$

505,000


$

310,000


$

1,011,000


$

741,000


 

 

 

 

 

 

 

 

 

 

 

   Weighted average common shares outstanding

 

1,553,356

 

1,542,448

 

1,551,600

 

1,544,214

 

   Plus dilutive stock options

 

1,473


 

235


 

949


 

971


 

 

 

 

 

 

 

 

 

 

 

   Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

     and potentially dilutive shares

 

1,554,829


 

1,542,683


 

1,552,549


 

1,545,185


 

 

 

 

 

 

 

 

 

 

 

   Diluted earnings per share

$

0.32


$

0.20


$

0.65


$

0.48


 


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

The following discussion is designed to provide a review of the consolidated financial condition and results of operations of ChoiceOne Financial Services, Inc. (the "Registrant" or "ChoiceOne") and its direct and indirect wholly owned subsidiaries, ChoiceOne Bank (the "Bank"), ChoiceOne Insurance Agencies, Inc. (the "Insurance Agency") and ChoiceOne Mortgage Company of Michigan (the "Mortgage Company"). This discussion should be read in conjunction with the consolidated financial statements and related footnotes.




9


FORWARD-LOOKING STATEMENTS

This discussion and other sections of this report contain forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates, and projections about the financial services industry, the economy, and about the Registrant itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," and variations of such words and similar expressions are intended to identify such forward-looking statements. 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, implied or forecasted in such forward-looking statements. Furthermore, the Registrant undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

Risk factors include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national economy. In addition, events relating to the current war on terrorism including the military action in Iraq have created significant global economic and political uncertainties that may have material and adverse effects on financial markets, the economy, and demand for financial services and products. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.


RESULTS OF OPERATIONS

Summary
Net income increased $195,000 or 63% in the second quarter of 2003 compared to the same period in 2002. Net income for the first six months of 2003 increased $270,000, or 36% from the same period in the prior year. The increase in net income was primarily due to a lower provision to the allowance for loan losses, increased noninterest income and reduced noninterest expense.

Net interest income remained relatively flat for the first six months of 2003 primarily due to changes within the Bank's asset and funding mix offsetting the rate drops in numerous products. The lower provision to the allowance for loan losses was driven by a decrease in nonperforming loans as well as a reduction in gross loans. Significant gains from the sale of loans offset the loss of insurance commissions in 2003 compared to 2002. Noninterest expense dropped for 2003 due to the closure of the Bank's Plainfield office in the third quarter of 2002.

Return on average assets was 0.98% for the first six months of 2003, compared to 0.73% for the same period in 2002. Return on average shareholders' equity was 10.23% for the first half of 2003, compared to 8.05% for the comparable period of 2002.

Dividends
Cash dividends of $264,000, or $0.17 per share were declared in the second quarter of 2003, which is consistent with the amount per share declared in the second quarter of 2002. The cash dividends paid in the first six months of 2003 were $528,000 or $0.34 per share, compared to $0.33 per share in 2002. The cash dividend payout percentage was 52% for the first six months of 2003, compared to 69% in the same period a year ago.

In April 2002, the Registrant's Board of Directors declared a 5% stock dividend on the Registrant's common stock to shareholders of record as of May 9, 2002. Earnings per share data for all periods presented have been adjusted for this stock dividend.



10


Interest Income and Expense
Tables 1 and 2 on the following pages provide information regarding interest income and expense for the six-month periods ended June 30, 2003 and 2002, respectively. Table 1 documents average balances and interest income and expense, as well as the average rates earned or paid on assets and liabilities. Table 2 documents the effect on interest income and expense of changes in volume (average balance) and interest rates. These tables are referred to in the discussion of interest income, interest expense and net interest income below.

Table 1 - Average Balances and Tax Equivalent Interest Rates (Dollars in Thousands)

 

 

For the Six Months Ended June 30,


 

 

 

2003


 

 

2002


 

 

 

Average
Balance


 


Interest


 

Average
Rate


 

 

Average
Balance


 


Interest


 

Average
Rate


 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Loans (1)

$

167,188

$

5,792

 

6.93

%

$

170,434

$

6,683

 

7.84

%

   Taxable securities (2)

 

17,144

 

356

 

4.24

 

 

11,233

 

293

 

5.22

 

   Nontaxable securities (1)(2)

 

9,901

 

330

 

7.10

 

 

9,459

 

329

 

7.17

 

   Other

 

916


 

5


 

1.09


 

 

208


 

1


 

0.96


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Interest-earning assets

 

195,149

 

6,483


 

6.68


 

 

191,334

 

7,306


 

7.65


 

   Noninterest-earning assets

 

10,257


 

 

 

 

 

 

11,057


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Total assets

$

205,406


 

 

 

 

 

$

202,391


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Interest-bearing demand deposits

$

38,252

 

276

 

1.44

%

$

34,890

 

316

 

1.81

%

   Savings deposits

 

8,644

 

32

 

0.74

 

 

8,478

 

41

 

0.97

 

   Time deposits

 

86,026

 

1,392

 

3.24

 

 

78,662

 

1,774

 

4.51

 

   Federal Home Loan Bank advances

 

28,215

 

672

 

4.76

 

 

35,883

 

1,019

 

5.68

 

   Other

 

6,579


 

44


 

1.34


 

 

7,975


 

92


 

2.31


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Interest-bearing liabilities

 

167,716

 

2,416


 

2.88


 

 

165,888

 

3,242


 

3.91


 

   Demand deposits

 

16,503

 

 

 

 

 

 

15,605

 

 

 

 

 

   Other noninterest-bearing liabilities

 

1,413

 

 

 

 

 

 

2,494

 

 

 

 

 

   Shareholders' equity

 

19,774


 

 

 

 

 

 

18,404


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Total liabilities and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         shareholders' equity

$

205,406


 

 

 

 

 

$

202,391


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax-equivalent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   basis) - interest spread

 

 

 

4,067

 

3.80


%

 

 

 

4,064

 

3.74


%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax equivalent adjustment (1)

 

 

 

(117


)

 

 

 

 

 

(123


)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

$

3,950


 

 

 

 

 

$

3,941


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income as a percentage of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   earning assets (tax-equivalent basis)

 

 

 

 

 

4.19


%

 

 

 

 

 

4.25


%

________________________________

(1)

Interest on nontaxable securities and loans has been adjusted to a fully tax-equivalent basis to facilitate comparison to the taxable interest-earning assets. The adjustment uses an incremental tax rate of 34% for the periods presented.

 

 

(2)

The average balance includes the effect of unrealized appreciation/depreciation on securities, while the average rate was computed on the average amortized cost of the securities.







11


Table 2 - Changes in Tax Equivalent Net Interest Income (Dollars in Thousands)

 

 

Six Months Ended June 30,


 

 

 

2003 Over 2002


 

 

 

Total


 

 

Volume


 

 

Rate


 

Increase (decrease) in interest income (1)

 

 

 

 

 

 

 

 

 

   Loans (2)

$

(892

)

$

(126

)

$

(766

)

   Taxable securities

 

63

 

 

86

 

 

(23

)

   Nontaxable securities (2)

 

2

 

 

3

 

 

(1

)

   Other

 

4


 

 

4


 

 

0


 

 

 

 

 

 

 

 

 

 

 

      Net change in tax-equivalent income

 

(823

)

 

(33

)

 

(790

)

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in interest expense (1)

 

 

 

 

 

 

 

 

 

   Interest-bearing transaction accounts

 

(40

)

 

17

 

 

(57

)

   Savings deposits

 

(9

)

 

0

 

 

(9

)

   Time deposits

 

(382

)

 

88

 

 

(470

)

   Federal Home Loan Bank advances

 

(347

)

 

(138

)

 

(209

)

   Other

 

(48


)

 

(8


)

 

(40


)

 

 

 

 

 

 

 

 

 

 

      Net change in interest expense

 

(826


)

 

(41


)

 

(785


)

 

 

 

 

 

 

 

 

 

 

      Net change in tax-equivalent net interest income

$

3


 

$

8


 

$

(5


)

_______________________________

(1)

The volume variance is computed as the change in volume (average balance) multiplied by the previous year's interest rate. The rate variance is computed as the change in interest rate multiplied by the previous year's volume (average balance). The change in interest due to both volume and rate has been allocated to the volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

 

 

(2)

Interest on nontaxable investment securities and loans has been adjusted to a fully tax-equivalent basis using an incremental tax rate of 34% for the periods presented.

Net Interest Income
As shown in Tables 1 and 2, year-to-date tax equivalent net interest income remained relatively flat in 2003 compared to the same period in 2002. This is primarily because the Bank has offset the loss of interest income from a smaller loan portfolio having lower yields with the purchase of additional securities. Also, the interest expense on advances from the Federal Home Loan Bank has been reduced by payoffs and replacement of maturing advances at significantly lower rates. The overall reduced rate earned on interest-earning assets has been equally offset by the lower rates paid on deposits and other funding sources.

The average balance of loans decreased $3.2 million in the six months ended June 30, 2003 compared to 2002. Refinancing and repricing of existing loans also caused interest income on loans to fall $892,000 for the six months ended June 30, 2003, compared to the same period a year ago. The average balance of investment securities grew $6.4 million which offset slightly lower yields thereby causing interest income to increase $63,000 over 2002.

Lower rates paid on time deposits more than offset a $7.4 million increase in average time deposit balances which reduced interest expense $382,000 in the first six months of 2003 versus 2002. A $7.7 million decrease in average advances from the Federal Home Loan Bank coupled with lower rates paid on existing advances caused the Bank's interest expense to drop $347,000 in the first six months of 2003. Lower rates offset by a $3.4 million increase in the average balance of interest-bearing demand deposits lowered interest expense by $40,000. Interest expense on other borrowed funds decreased largely due to lower rates on federal funds purchased and repurchase agreements entered into during 2003.



12


Net interest income spread was 3.80% (shown in Table 1) for the first six months of 2003, compared to 3.74% for the first six months of 2002. This is a slight increase from the net interest income spread of 3.79% for the twelve months ended December 31, 2002. The average yield received on interest-earning assets was down 97 basis points to 6.68% at June 30, 2003, and the average rate paid on interest-bearing liabilities was down 103 basis points to 2.88% at June 30, 2003. Lower rates offered on new loans originated were matched by lower rates paid on time deposits and advances from the Federal Home Loan Bank. Also, slight growth in noninterest-bearing demand deposits lowered the Bank's overall cost of funds in the first six months of 2003 versus 2002.

Net interest income for the three months ended June 30, 2003 was $51,000 lower than net interest income for the quarter ended June 30, 2002 driven primarily by a smaller loan portfolio. The purchase of additional securities along with reduced rates on interest bearing liabilities could not offset the drop in net interest income from lower loans outstanding in second quarter of 2003 versus second quarter of 2002.

Provision and Allowance for Loan Losses
The provision for loan losses was $140,000 lower in the first six months of 2003 than the same period of 2002. This was precipitated by a reduced number of net charge-offs and general improvement of overall credit quality within the loan portfolio. Shrinkage in nonperforming loans and the total loan portfolio was also a contributing factor for a lower provision. The allowance for loan losses increased $14,000 from March 31, 2003 to June 30, 2003, but has decreased $103,000 since the end of 2002. This decrease is due to the charge-off of several commercial loans that were specifically reserved for loss at December 31, 2002. The allowance was 1.30% of total loans as of June 30, 2003, compared to 1.25% at March 31, 2003, and 1.27% at December 31, 2002. Charge-offs and recoveries of charged-off loans for the six months ended June 30 were as follows:

 

 

2003


 

 

2002


 

 

 

Charge-offs


 

 

Recoveries


 

 

Charge-offs


 

 

Recoveries


 

Commercial

$

251,000

 

$

50,000

 

$

132,000

 

$

13,000

 

Consumer

 

244,000

 

 

147,000

 

 

336,000

 

 

87,000

 

Mortgage

 

50,000


 

 

0


 

 

6,000


 

 

6,000


 

 

$

545,000


 

$

197,000


 

$

474,000


 

$

106,000


 

The decrease in net charge-offs from 2002 to 2003 was primarily attributable to fewer consumer net charge-offs, offset by higher commercial and mortgage net charge-offs. Within the commercial charge-offs in 2003 was one commercial substandard credit for $150,000 that was completely charged off due to insolvency of the borrower. This loan was 100% reserved for loss at the end of 2002. Indirect and credit card loans comprised a significant portion of the charge-offs within consumer loans for the six months ended June 30, 2002. As charge-offs, changes in the level of nonperforming loans, and changes within the composition of the loan portfolio occur throughout 2003, the provision and allowance for loan losses will be reviewed by the Bank's management and adjusted as necessary.

Noninterest Income
Total noninterest income increased $44,000 or 6% in the second quarter and $88,000 or 6% in the first six months of 2003 compared to the same periods in the prior year. Gains on sales of loans provided $158,000 and $233,000 of the increase for the quarter and six months ended June 30, 2003. Record low interest rates continued to drive heavy mortgage refinancing activity at the Mortgage Company. Offsetting this increase was a decline in loan servicing fees caused by accelerated amortization of mortgage servicing rights driven by the heavy mortgage refinancing environment. Other noninterest income included additional profit sharing income for the Insurance Agency and the reimbursement of certain legal fees incurred in 2002. Decreased insurance commissions were caused by the sale of the Grand Rapids division of the Insurance Agency in the first quarter of 2003. In 2002, the Registrant sold several securities for a non-recurring portfolio gain of $54,000. No securities were sold during the first two quarters of 2003.

Noninterest Expense
Total noninterest expense decreased $114,000 or 6% in the second quarter of 2003 and $134,000 or 3% in the first six months of 2003 compared to 2002. Occupancy expense decreased significantly from 2002 due to the closure of the Bank's Plainfield office as well as the sale of the Grand Rapids division of the Insurance Agency. Professional fees remained relatively high due to legal fees related to collection matters caused by delinquent and substandard loans. Other noninterest expense increased $1,000 for the quarter and $29,000 for the six months ended June 30, 2003 due to higher expenses associated with foreclosed real estate and some additional mortgage banking fees driven by the volume of activity at the Mortgage Company.



13


FINANCIAL CONDITION

Securities
The security portfolio increased $9.8 million from December 31, 2002 to June 30, 2003. A mix of agency bonds, mortgage-backed securities, and municipal bonds were purchased to use excess liquidity created from significant loan payoffs received in the first two quarters of 2003. The Bank's Investment Committee continues to monitor the portfolio and purchase securities when deemed prudent. Certain securities are also sold under agreements to repurchase and management plans to continue this practice as a low-cost source of funding. Investment securities also serve as a source of liquidity for deposit needs.

Loans
The loan portfolio (excluding loans held for sale) dropped $15.4 million during the first six months of 2003. Commercial, mortgage, and consumer loans decreased $6.8 million, $5.1 million and $3.5 million, respectively. Commercial loans decreased due to reduced demand from local businesses and tightened credit standards for commercial borrowers. Mortgage and consumer loans decreased primarily due to significant refinancing activity spurred by record low interest rates. Mortgage loans have also decreased as a result of management's decision not to retain long-term fixed rate conforming loans. Conforming loans are sold to secondary market investors with servicing retained by the Mortgage Company. Consumer loans decreased in part to increased competition, but also by borrowers choosing to consolidate installment debt with mortgage loans.

Management anticipates that loan demand may increase when the local and national economies stabilize and begin to show signs of improvement. Unemployment recently reached a 10 year high within Kent County, which could slow loan demand within the Bank's primary market. It could also trigger additional delinquencies or charge-offs if these displaced workers cannot satisfy their current debts. The Bank also added two new commercial loan officers during 2003 and is attempting to penetrate new markets in hopes of growing the loan portfolio.

Information regarding impaired loans can be found in Note 2 to the consolidated financial statements included in this report. In addition to its review of the loan portfolio for impaired loans, management also monitors the various nonperforming loans. Nonperforming loans are comprised of: (1) loans accounted for on a nonaccrual basis; (2) loans, not included in nonaccrual loans, which are contractually past due 90 days or more as to interest or principal payments; and (3) loans, not included in nonaccrual or loans past due 90 days or more, which are considered troubled debt restructurings. The balances of these nonperforming loans were as follows:

 

June 30,

 

December 31,

 

 

2003


 


2002


 

          Loans accounted for on a nonaccrual basis

$   2,121,000

 

$   2,522,000

 

          Loans contractually past due 90 days

 

 

 

 

               or more as to principal or interest payments

63,000

 

210,000

 

          Loans considered troubled debt restructurings

415,000


 


48,000


 

               Total

$   2,599,000


 


$   2,780,000


 

The allowance for loan losses as a percentage of nonperforming loans was 81% at June 30, 2003 compared to 80% at December 31, 2002. Since December 31, 2002, nonaccrual loans have slightly decreased primarily due to payoffs of various commercial credits. Nonaccrual loans are comprised of $0.9 million of commercial loans, $0.7 million of residential mortgages, and $0.5 million of consumer loans. Most of the commercial loans are secured by real estate or other equipment and management does not foresee any unexpected losses. Impaired loans are evaluated on an individual basis and specific allocations are made for these loans when collateral is considered insufficient to support the outstanding principal balances of these loans. Management further believes that the general allocation within the allowance for loan losses is sufficient based on the Bank's loan grading system, past due trends and historical charge-off percentages.

Management also maintains a list of loans that are not classified as nonperforming loans but where some concern exists as to the borrowers' abilities to comply with the original loan terms. The total balance of these loans was $7,874,000 at June 30, 2003 compared to $8,496,000 as of March 31, 2003 and $6,987,000 as of December 31,


14


2002. The 13% increase from year-end is primarily due to two large commercial real estate loans that are well-secured.

Deposits and Other Funding Sources
Total deposits have decreased approximately $4.0 million since December 31, 2002. The decrease was primarily due to the non-renewal of time deposits offset by an increase in money market and savings deposits. Time deposits fell $10.2 million from the end of 2002. However, money market deposits have grown $7.0 million and savings deposits have edged up $0.9 million in the six months since year-end 2002. Other checking accounts dropped slightly since year-end due to normal transactional activity and some customers shifting into higher yielding money market accounts. Advances from the Federal Home Loan Bank were paid down approximately $7.0 million from liquidity provided by significant loan payoffs received in the six months ended June 30, 2003. Federal funds purchased have increased $5.3 million since December 31, 2002 when the Bank was selling federal funds.

Shareholders' Equity
Total shareholders' equity increased approximately $0.9 million in the first six months of 2003. Growth resulted from current year income and proceeds from the sale of the Registrant's stock, offset by cash dividends paid to shareholders. Total shareholders' equity as a percentage of assets was 9.76% as of June 30, 2003 compared to 9.12% as of December 31, 2002. The increase in this ratio resulted from growth in shareholders' equity and a reduction in total assets since year-end 2002. Based on risk-based capital guidelines established by the Bank's regulators, the Registrant's risk-based capital was categorized as "well capitalized" at June 30, 2003.

Capital Resources
The Registrant's management does not currently have any plans that will utilize significant amounts of the Registrant's capital. Management believes that the current level of capital is adequate to take advantage of potential opportunities that may arise for the Registrant or the Bank.

Liquidity and Rate Sensitivity
Management believes that the current level of liquidity is sufficient to meet the Bank's normal operating needs. This belief is based upon the availability of deposit growth from both the local and national markets, maturities of securities, normal loan repayments, income retention, federal funds which can be purchased from correspondent banks, and advances available from the Federal Home Loan Bank. The Bank also has a secured line of credit available from the Federal Reserve Bank. The Bank does not anticipate that the secured line of credit will be used for normal operating needs, but could be used for liquidity purposes in special circumstances.

The Bank's sensitivity to changes in interest rates is monitored by the Asset & Liability Management Committee (the "Committee"). The Committee uses a simulation model to subject rate-sensitive assets and liabilities to interest rate shocks. Assets and liabilities are subject to an immediate rate shock and the effect on net income and shareholders' equity is measured. The rate shock computation as of June 30, 2003 caused net income to increase 4% if rates increased 200 basis points and decrease 8% if rates decreased 100 basis points. The market value of shareholders' equity will increase 2% if rates jumped 200 basis points and remained constant if rates dropped 100 basis points. The Committee continues to diligently monitor the effect of changes in interest rates upon the Registrant's financial condition.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The information concerning quantitative and qualitative disclosures about market risk contained under the caption "Liquidity and Interest Rate Risk" on pages 30 and 31 of the Registrant's Annual Report to Shareholders for the year ended December 31, 2002 is here incorporated by reference. Such Annual Report was previously filed as Exhibit 13 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2002.

The Registrant's management does not believe that there has been a material change in the nature or categories of the Registrant's primary market risk exposures, or the particular markets that present the primary risk of loss to the Registrant. As of the date of this report, the Registrant's management does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term. The methods by which the Registrant manages its primary market risk exposures, as described in the sections of its Annual Report to


15


Shareholders incorporated by reference in response to this item, have not changed materially since the end of 2002. As of the date of this report, the Registrant's management does not expect to make material changes in those methods in the near term. The Registrant may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Registrant's market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships are primarily determined by market factors that are beyond the Registrant's control. All information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned "Forward-Looking Statements" in Item 2 of this report for a discussion of the limitations on the Registrant's responsibility for such statements. In this discussion, "near term" means a period of one year following the date of the most recent balance sheet contained in this report.

Item 4.  Controls and Procedures.

An evaluation was performed under the supervision and with the participation of the Registrant's management, including the Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures. Based on that evaluation, the Registrant's management, including the Chief Executive Officer and principal financial officer, concluded that the Registrant's disclosure controls and procedures were effective as of the end of the period covered by this report. There was no change in the Registrant's internal control over financial reporting that occurred during the three months ended June 30, 2003 that has materially affected, or that is reasonably likely to materially affect, the Registrant's internal control over financial reporting.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 2.  Changes in Securities and Use of Proceeds.

On April 28, 2003, the Registrant issued 1,086 shares of common stock to the directors of the Registrant pursuant to the Directors' Stock Purchase Plan for an aggregate cash price of $16,000. The Registrant relied on the exemption contained in Section 4(6) of the Securities Act of 1933 in connection with this sale.

Item 3.  Defaults Upon Senior Securities.

None.

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

On April 24, 2003, the Annual Meeting of Shareholders of the Registrant was held. The following directors were elected by the shareholders to serve until the 2006 Annual Meeting.

 

 


Votes For


 


Votes Withheld


 

Broker
Non-Votes


 

James A. Bosserd

 

1,275,011

 

1,783

 

0

 

William F. Cutler, Jr.

 

1,256,921

 

19,873

 

0

 

Paul L. Johnson

 

1,250,533

 

26,261

 

0

 

Andrew W. Zamiara

 

1,275,011

 

1,783

 

0

 

Directors Frank G. Berris, Lawrence D. Bradford, Lewis G. Emmons, and Stuart Goodfellow continue their term until the 2004 Annual Meeting. Directors Bruce A. Johnson, Jon E. Pike, and Linda R. Pitsch continue their term until the 2005 Annual Meeting.



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Item 5.  Other Information.

None.

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

 

1.

Exhibits. The following exhibits are filed or incorporated by reference as part of this report:

 

 

 

 

 

Exhibit
Number


 


Document

 

 

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of the Registrant. Previously filed as an exhibit to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2000. Here incorporated by reference.

 

 

 

 

 

3.2

 

Bylaws of the Registrant as currently in effect and any amendments thereto. Previously filed as an exhibit to the Registrant's Form 10-QSB Quarterly Report for the quarter ended September 30, 1998. Here incorporated by reference.

 

 

 

 

 

31.1

 

Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

31.2

 

Certification of Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

32.1

 

Certification pursuant to 18 U.S.C. § 1350.

 

 

 

 

 

2.

Reports on Form 8-K. The following reports on Form 8-K were filed during the period covered by this report:


 

Date

Items Reported

 

Financial Statements

 

 

 

 

 

 

 

 

April 22, 2003

Item 9

 

None

 

 

 

 

 

 

 

 

April 23, 2003

Items 7, 9

 

None

 


















17


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.


 

 

CHOICEONE FINANCIAL SERVICES, INC.

 

 

 

Date August 14, 2003

 

/s/ James A. Bosserd
James A. Bosserd
President and Chief Executive Officer
(Principal Executive Officer)

 

 

 

Date August 14, 2003

 

/s/ Thomas L. Lampen
Thomas L. Lampen
Treasurer
(Principal Financial and Accounting Officer)






















18


INDEX TO EXHIBITS



The following exhibits are filed or incorporated by reference as part of this report:

 

Exhibit
Number

 


Document

 

 

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of the Registrant. Previously filed as an exhibit to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2000. Here incorporated by reference.

 

 

 

 

 

3.2

 

Bylaws of the Registrant as currently in effect and any amendments thereto. Previously filed as an exhibit to the Registrant's Form 10-QSB Quarterly Report for the quarter ended September 30, 1998. Here incorporated by reference.

 

 

 

 

 

31.1

 

Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

31.2

 

Certification of Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

32.1

 

Certification pursuant to 18 U.S.C. § 1350.
























19