SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 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 ofIncorporation or Organization)
38-2659066(I.R.S. Employer Identification No.)
109 East DivisionSparta, 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.
CHOICEONE FINANCIAL SERVICES, INC.INDEX TO FORM 10-Q
PageNumber
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
Legal Proceedings
Changes in Securities and Use of Proceeds
Defaults Upon Senior Securities
Submission of Matters to a Vote of Security Holders
Item 5.
Other Information
17
Item 6.
Exhibits and Reports on Form 8-K
SIGNATURES
18
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
6,471,000
Short term investments
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
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
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
See accompanying notes to consolidated financial statements.
ChoiceOne Financial Services, Inc.CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months EndedJune 30,
Six Months EndedJune 30,
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
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
317,000
502,000
672,000
1,019,000
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
3,556,000
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
54,000
Gain on sales of loans
250,000
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
486,000
638,000
866,000
Professional services
132,000
148,000
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
573,000
1,291,000
906,000
Basic earnings per share
0.32
0.20
0.65
0.48
Diluted earnings per share
ChoiceOne Financial Services, Inc.CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
Number ofShares
CommonStock andPaid inCapital
UnallocatedShares
RetainedEarnings
AccumulatedOtherComprehensiveIncome
Total
Balance, January 1, 2002
1,467,706
14,475,000
(64,000
3,680,000
18,273,000
Net change in unrealized gain
165,000
Total comprehensive income
Shares issued
6,475
72,000
Shares committed to be released under Employee Stock Ownership Plan
(10,000
10,000
Stock dividend
73,167
1,061,000
(1,064,000
(3,000
Cash dividends
(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
280,000
7,541
105,000
Shares repurchased
(630
(9,000
9,000
(528,000
Balance, June 30, 2003
1,558,139
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash from operating activities:
Depreciation
303,000
531,000
Amortization
244,000
(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
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
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
(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
Repurchase of common stock
Cash dividends and fractional shares from stock dividends
(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
4,931,000
Ending cash and cash equivalents
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
ChoiceOne Financial Services, Inc.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of ConsolidationThe 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 CompensationEmployee 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.
Net income as reported
Deduct: Stock-based compensation expense determined under fair value based method
Pro forma net income
Basic earnings per common share and diluted earnings per common share
as reported
Pro forma basic earnings per common share and pro forma
diluted earnings per common share
6,000
3,000
1,005,000
738,000
Pro forma basic earnings per common share and diluted earnings per
common share
Stock TransactionsA 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.
ReclassificationsCertain 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:
Balance at beginning of period
2,094,000
2,082,000
2,211,000
2,013,000
Provision charged to expense
Loans charged off
(161,000
(335,000
(545,000
(474,000
Recoveries of charged-off loans
58,000
197,000
106,000
Balance at end of period
2,108,000
2,030,000
Information regarding impaired loans follows:
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
Three Months Ended June 30,
Average balance during the period
2,503,000
2,062,000
Interest income recognized thereon
8,000
Cash basis interest income recognized
34,000
23,000
Six Months Ended June 30,
2,392,000
1,665,000
51,000
32,000
88,000
48,000
NOTE 3 - EARNINGS PER SHARE
A computation of basic earnings per share and diluted earnings per share follows:
Basic Earnings Per Share
Net income available to common
shareholders
Weighted average common shares outstanding
1,553,356
1,542,448
1,551,600
1,544,214
Diluted Earnings Per Share
Plus dilutive stock options
1,473
235
949
971
and potentially dilutive shares
1,554,829
1,542,683
1,552,549
1,545,185
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.
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
SummaryNet 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.
DividendsCash 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.
Interest Income and ExpenseTables 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,
AverageBalance
Interest
AverageRate
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
916
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
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
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
Net interest income (tax-equivalent
basis) - interest spread
4,067
3.80
4,064
3.74
Tax equivalent adjustment (1)
(117
(123
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.
Table 2 - Changes in Tax Equivalent Net Interest Income (Dollars in Thousands)
2003 Over 2002
Volume
Rate
Increase (decrease) in interest income (1)
Loans (2)
(892
(126
(766
Taxable securities
63
86
(23
Nontaxable securities (2)
2
(1
Net change in tax-equivalent income
(823
(33
(790
Increase (decrease) in interest expense (1)
Interest-bearing transaction accounts
(40
(57
(9
(382
88
(470
(347
(138
(209
(48
(8
Net change in interest expense
(826
(41
(785
Net change in tax-equivalent net interest income
8
(5
_______________________________
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.
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 IncomeAs 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.
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 LossesThe 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:
Charge-offs
Recoveries
Commercial
13,000
Consumer
147,000
336,000
87,000
Mortgage
545,000
474,000
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 IncomeTotal 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 ExpenseTotal 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.
FINANCIAL CONDITION
SecuritiesThe 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.
LoansThe 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,
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
210,000
Loans considered troubled debt restructurings
415,000
$ 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,
Deposits and Other Funding SourcesTotal 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' EquityTotal 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 ResourcesThe 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 SensitivityManagement 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
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.
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.
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
BrokerNon-Votes
James A. Bosserd
1,275,011
1,783
William F. Cutler, Jr.
1,256,921
19,873
Paul L. Johnson
1,250,533
26,261
Andrew W. Zamiara
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.
Item 5. Other Information.
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:
ExhibitNumber
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
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. BosserdJames A. BosserdPresident and Chief Executive Officer(Principal Executive Officer)
/s/ Thomas L. LampenThomas L. LampenTreasurer(Principal Financial and Accounting Officer)
INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this report: