SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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[ X ] |
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended March 31, 2005 |
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[ ] |
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from to |
Commission File Number: 000-19202
ChoiceOne Financial Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Michigan |
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38-2659066 |
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109 East Division |
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(616) 887-7366 |
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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 April 30, 2005, the Registrant had outstanding 1,647,249 shares of common stock.
CHOICEONE FINANCIAL SERVICES, INC.
INDEX TO FORM 10-Q
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Page |
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements: |
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Consolidated Balance Sheets at March 31, 2005 and December 31, 2004 |
3 |
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Consolidated Statements of Income and Comprehensive Income for the three |
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Consolidated Statements of Changes in Shareholders' Equity for the three |
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Consolidated Statements of Cash Flows for the three months ended |
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Notes to Interim Consolidated Financial Statements |
7-9 |
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Item 2. |
Management's Discussion and Analysis of Financial |
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Condition and Results of Operations |
10-15 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
16 |
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Item 4. |
Controls and Procedures |
16 |
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PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
16 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
16 |
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Item 3. |
Defaults Upon Senior Securities |
17 |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
17 |
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Item 5. |
Other Information |
17 |
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Item 6. |
Exhibits |
17 |
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SIGNATURES |
18 |
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PART I. FINANCIAL INFORMATION Item 1. Financial Statements. ChoiceOne Financial Services, Inc.
CONSOLIDATED BALANCE SHEETS
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March 31, |
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December 31, |
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(Unaudited) |
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Assets |
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Cash and due from banks |
$ |
3,443 |
$ |
3,619 |
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Securities available for sale |
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41,809 |
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44,913 |
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Federal Home Loan Bank stock |
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2,596 |
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2,569 |
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Federal Reserve Bank stock |
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376 |
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376 |
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Loans held for sale |
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- |
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281 |
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Loans, net (of allowance of $1,783 and $1,739) |
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175,958 |
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171,539 |
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Premises and equipment, net |
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4,929 |
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4,906 |
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Other real estate owned, net |
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1,082 |
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981 |
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Loan servicing rights, net |
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465 |
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472 |
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Cash value of life insurance policies |
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2,173 |
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159 |
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Other assets |
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2,566 |
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2,470 |
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Total assets |
$ |
235,397 |
$ |
232,285 |
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Liabilities |
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Deposits - noninterest-bearing |
$ |
19,834 |
$ |
17,086 |
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Deposits - interest-bearing |
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149,324 |
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149,980 |
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Total deposits |
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169,158 |
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167,066 |
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Repurchase agreements |
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4,771 |
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6,338 |
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Federal funds purchased |
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4,545 |
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1,281 |
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Advances from Federal Home Loan Bank |
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34,250 |
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34,250 |
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Other liabilities |
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1,777 |
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2,281 |
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Total liabilities |
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214,501 |
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211,216 |
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Shareholders' Equity |
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Preferred stock; shares authorized: 100,000; |
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Common stock and paid in capital, no par value; |
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Unallocated shares held by Employee Stock Ownership Plan |
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(9 |
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(9 |
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Retained earnings |
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5,302 |
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5,053 |
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Accumulated other comprehensive income (loss), net |
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(240 |
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112 |
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Total shareholders' equity |
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20,896 |
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21,069 |
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Total liabilities and shareholders' equity |
$ |
235,397 |
$ |
232,285 |
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See accompanying notes to consolidated financial statements.
ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
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Three Months Ended |
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2005 |
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2004 |
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Interest income |
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Loans, including fees |
$ |
2,658 |
$ |
2,488 |
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Securities: |
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Taxable |
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254 |
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249 |
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Tax exempt |
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172 |
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137 |
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Other |
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1 |
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- |
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Total interest income |
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3,085 |
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2,874 |
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Interest expense |
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Deposits |
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857 |
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719 |
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Advances from Federal Home Loan Bank |
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207 |
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219 |
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Federal funds purchased and repurchase agreements |
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43 |
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26 |
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Total interest expense |
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1,107 |
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964 |
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Net interest income |
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1,978 |
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1,910 |
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Provision for loan losses |
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100 |
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80 |
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Net interest income after |
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provision for loan losses |
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1,878 |
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1,830 |
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Noninterest income |
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Insurance and investment commissions |
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272 |
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280 |
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Customer service charges |
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233 |
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222 |
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Loan servicing fees, net |
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22 |
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22 |
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Gains on sales of loans |
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61 |
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60 |
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Gains (losses) on sales of securities |
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(1 |
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29 |
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Other |
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42 |
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75 |
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Total noninterest income |
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629 |
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688 |
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Noninterest expense |
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Salaries and benefits |
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974 |
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978 |
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Occupancy and equipment |
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285 |
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241 |
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Professional fees |
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118 |
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105 |
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Supplies and postage |
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55 |
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63 |
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Data processing |
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141 |
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128 |
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Advertising and promotional |
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27 |
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26 |
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Other |
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211 |
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259 |
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Total noninterest expense |
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1,811 |
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1,800 |
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Income before income tax |
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696 |
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718 |
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Income tax expense |
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181 |
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206 |
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Net income |
$ |
515 |
$ |
512 |
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Comprehensive income |
$ |
163 |
$ |
689 |
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Basic and diluted earnings per share |
$ |
0.31 |
$ |
0.31 |
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Dividends declared per share |
$ |
0.16 |
$ |
0.16 |
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See accompanying notes to consolidated financial statements.
ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
(Dollars in thousands)
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Accumulated |
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Balance, January 1, 2004 |
1,641,586 |
$ |
15,815 |
$ |
(27 |
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$ |
4,264 |
$ |
516 |
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$ |
20,568 |
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Comprehensive income |
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Net income |
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512 |
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512 |
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Net change in unrealized gain |
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177 |
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177 |
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Total comprehensive income |
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689 |
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Shares issued |
3,666 |
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59 |
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59 |
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Shares repurchased |
(1,715 |
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(29 |
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(29 |
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Cash dividends declared ($0.16 per share) |
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(265 |
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(265 |
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Balance, March 31, 2004 |
1,643,537 |
$ |
15,845 |
$ |
(27 |
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$ |
4,511 |
$ |
693 |
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$ |
21,022 |
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Balance, January 1, 2005 |
1,649,484 |
$ |
15,913 |
$ |
(9 |
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$ |
5,053 |
$ |
112 |
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$ |
21,069 |
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Comprehensive income |
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Net income |
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515 |
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515 |
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Net change in unrealized gain (loss) |
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(352 |
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(352 |
) |
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Total comprehensive income |
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163 |
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Shares issued |
3,454 |
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71 |
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71 |
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Shares repurchased |
(6,704 |
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(145 |
) |
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(145 |
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Change in the fair market value of |
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Cash dividends declared ($0.16 per share) |
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(266 |
) |
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(266 |
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Balance, March 31, 2005 |
1,646,234 |
$ |
15,843 |
$ |
(9 |
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$ |
5,302 |
$ |
(240 |
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$ |
20,896 |
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See accompanying notes to consolidated financial statements.
ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
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Three Months Ended |
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2005 |
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2004 |
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Cash flows from operating activities: |
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Net income |
$ |
515 |
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$ |
512 |
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Adjustments to reconcile net income to net cash from |
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Depreciation |
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148 |
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118 |
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Amortization |
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146 |
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157 |
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Provision for loan losses |
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100 |
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80 |
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Stock dividends on Federal Home Loan Bank stock |
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(27 |
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(30 |
) |
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Losses (gains) on sales of securities |
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1 |
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(29 |
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Gains on sales of loans |
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(61 |
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(60 |
) |
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Loans originated for sale |
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(2,952 |
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(2,121 |
) |
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Proceeds from loan sales |
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3,268 |
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1,901 |
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Earnings, net of cost on life insurance |
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(14 |
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- |
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Net changes in: |
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Other assets |
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(119 |
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625 |
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Other liabilities |
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(318 |
) |
|
702 |
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Net cash from operating activities |
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687 |
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1,855 |
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Cash flows from investing activities: |
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Securities available for sale: |
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Sales |
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1,376 |
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3,560 |
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Maturities, prepayments and calls |
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1,596 |
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|
795 |
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Purchases |
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(499 |
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(6,411 |
) |
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Purchase of life insurance policies |
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(2,000 |
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- |
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Loan originations and payments, net |
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(4,614 |
) |
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(543 |
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Additions to premises and equipment, net of disposals |
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(171 |
) |
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(429 |
) |
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Net cash used in investing activities |
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(4,312 |
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(3,028 |
) |
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Cash flows from financing activities: |
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Net change in deposits |
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2,092 |
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3,979 |
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Net change in repurchase agreements |
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(1,567 |
) |
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(1,360 |
) |
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Net change in federal funds purchased |
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3,264 |
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(5,781 |
) |
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Proceeds from Federal Home Loan Bank advances |
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7,000 |
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10,750 |
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Payments on Federal Home Loan Bank advances |
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(7,000 |
) |
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(7,250 |
) |
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Issuance of common stock |
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71 |
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59 |
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Repurchase of common stock |
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(145 |
) |
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(29 |
) |
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Cash dividends |
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(266 |
) |
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(265 |
) |
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Net cash from financing activities |
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3,449 |
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|
103 |
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Net change in cash and cash equivalents |
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(176 |
) |
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(1,070 |
) |
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Beginning cash and cash equivalents |
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3,619 |
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4,722 |
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Ending cash and cash equivalents |
$ |
3,443 |
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$ |
3,652 |
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Supplemental disclosures of cash flow information: |
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Cash paid for interest |
$ |
1,090 |
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$ |
981 |
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Loans transferred to other real estate |
$ |
95 |
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$ |
51 |
|
See accompanying notes to consolidated financial statements.
ChoiceOne Financial Services, Inc.
NOTES TO INTERIM 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 wholly- owned subsidiary, ChoiceOne Bank (the "Bank"), and the Bank's wholly-owned subsidiaries ChoiceOne Insurance Agencies, Inc. (the "Insurance Agency"), and ChoiceOne Mortgage Company of Michigan (the "Mortgage Company"). Intercompany transactions and balances have been eliminated in consolidation.
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 March 31, 2005 and December 31, 2004, and the Consolidated Statements of Income and Comprehensive Income, Consolidated Statements of Changes in Shareholders' Equity, and Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2005 and March 31, 2004. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
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, 2004.
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 months ended March 31, 2005 and 2004 had the fair value method been used to measure compensation cost for stock option plans. No compensation cost was recognized for stock options in 2005 and 2004. The fair value of stock options granted in the first three months of 2005 and 2004 was $5.10 and $2.90 per share, respectively. Options are subject to a three-year vesting schedule.
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Three Months Ended |
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2005 |
2004 |
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Net income as reported |
$ |
515 |
|
$ |
512 |
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Deduct: Stock-based compensation expense determined under |
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Pro forma net income |
$ |
495 |
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$ |
502 |
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Basic and diluted earnings per common share as reported |
$ |
0.31 |
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$ |
0.31 |
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Pro forma basic and diluted earnings per common share |
$ |
0.30 |
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$ |
0.30 |
|
The Registrant's Board of Directors declared a 5% stock dividend payable on the Registrant's common stock on April 20, 2005. The dividend will be paid May 31, 2005 to shareholders of record as of May 9, 2005. Per share data above for all periods presented have been adjusted for this stock dividend.
ChoiceOne Financial Services, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The pro forma effects are computed using an option pricing model and the following weighted average assumptions as of grant date:
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2005 |
|
|
2004 |
|
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|
Risk-free interest rate |
|
4.50 |
% |
|
4.42 |
% |
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Expected option life (in years) |
|
7 |
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|
7 |
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Expected stock price volatility |
|
24.59 |
% |
|
20.54 |
% |
|
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Dividend yield |
|
3.03 |
% |
|
3.78 |
% |
In future periods, the pro forma effect of not applying the fair value method may increase if additional options are granted.
Stock Transactions
A total of 849 shares of common stock were issued to the Registrant's Board of Directors for a cash price of $18,000 under the terms of the Directors' Stock Purchase Plan in the first quarter of 2005. A total of 1,840 shares of common stock were issued to shareholders for a cash price of $39,000 under the Dividend Reinvestment Plan in the quarter ended March 31, 2005. A total of 765 shares were issued to employees for a cash price of $14,000 under the Employee Stock Purchase Plan for the quarter ended March 31, 2005. A total of 6,704 shares were repurchased from shareholders at a cash price of $145,000 in the first quarter of 2005.
The Registrant's Board of Directors declared a 5% stock dividend payable on the Registrant's common stock on April 20, 2005. The dividend will be paid May 31, 2005 to shareholders of record as of May 9, 2005. Earnings per share data and outstanding shares for all periods presented have been adjusted for this stock dividend.
Reclassifications
Certain amounts presented in prior periods have been reclassified to conform to the current presentation.
NOTE 2 - ALLOWANCE FOR LOAN LOSSES
An analysis of changes in the allowance for loan losses follows:
|
|
|
Three Months Ended |
|
|||
|
|
|
2005 |
|
|
2004 |
|
|
Balance, beginning of period |
$ |
1,739 |
|
$ |
1,974 |
|
|
Provision charged to expense |
|
100 |
|
|
80 |
|
|
Recoveries credited to the allowance |
|
32 |
|
|
65 |
|
|
Loans charged off |
|
(88 |
) |
|
(406 |
) |
|
Balance, end of period |
$ |
1,783 |
|
$ |
1,713 |
|
Information regarding impaired loans follows:
|
(Dollars in thousands) |
|
March 31, |
|
December 31, |
|
|
|
Loans with no allowance allocated |
$ |
297 |
$ |
419 |
|
|
|
Loans with allowance allocated |
|
853 |
|
247 |
|
|
|
Amount of allowance for loan losses allocated |
|
230 |
|
105 |
|
|
ChoiceOne Financial Services, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
(Dollars in thousands) |
|
Three Months Ended |
|
||
|
|
|
2005 |
|
2004 |
|
|
Average balance during the period |
$ |
879 |
$ |
1,524 |
|
|
Interest income recognized thereon |
|
14 |
|
0 |
|
|
Cash basis interest income recognized |
|
13 |
|
17 |
|
NOTE 3 - EARNINGS PER SHARE
Earnings per share are based on the weighted average number of shares outstanding during the period. A computation of basic earnings per share and diluted earnings per share, as restated for the 5% stock dividend declared on April 20, 2005, follows:
|
(Dollars in thousands) |
|
Three Months Ended |
|
||
|
|
|
2005 |
|
2004 |
|
|
Basic Earnings Per Share: |
|
|
|
|
|
|
Net income available to common |
|
|
|
|
|
|
Shareholders |
$ |
515 |
$ |
512 |
|
|
|
|
|
|
|
|
|
Weighted average common |
|
|
|
|
|
|
shares outstanding for basic |
|
|
|
|
|
|
earnings per share |
|
1,646,860 |
|
1,639,721 |
|
|
|
|
|
|
|
|
|
Basic earnings per share |
$ |
0.31 |
$ |
0.31 |
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share: |
|
|
|
|
|
|
Net income available to common |
|
|
|
|
|
|
Shareholders |
$ |
515 |
$ |
512 |
|
|
|
|
|
|
|
|
|
Weighted average common |
|
|
|
|
|
|
shares outstanding for basic |
|
|
|
|
|
|
earnings per share |
|
1,646,860 |
|
1,639,721 |
|
|
Plus: dilutive effect of assumed |
|
|
|
|
|
|
exercise of stock options |
|
4,862 |
|
6,642 |
|
|
|
|
|
|
|
|
|
Weighted average common and |
|
|
|
|
|
|
potentially dilutive common |
|
|
|
|
|
|
shares outstanding |
|
1,651,722 |
|
1,646,363 |
|
|
|
|
|
|
& | |