ChoiceOne Form 10-Q - 08/13/08

UNITED STATES
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, 2008

 

 

[   ]

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

 

 

 

For the transition period from                 to                

Commission File Number: 000-19202

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

Large accelerated filer        

Accelerated filer        

 

 

Non-accelerated filer        

Smaller reporting company    X   

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

As of July 31, 2008, the Registrant had outstanding 3,239,349 shares of common stock.



1


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

ChoiceOne Financial Services, Inc.
CONSOLIDATED BALANCE SHEETS


(Dollars in thousands)

 

June 30,
2008


 

December 31,
2007


 

 

 

(Unaudited)

 

(Audited)

 

Assets

 

 

 

 

 

   Cash and due from banks

$

10,669

$

10,923

 

   Federal funds sold

 

-


 

217


 

      Cash and cash equivalents

 

10,669

 

11,140

 

 

 

 

 

 

 

   Securities available for sale

 

79,307

 

83,156

 

   Federal Home Loan Bank stock

 

3,304

 

3,304

 

   Federal Reserve Bank stock

 

1,269

 

1,265

 

 

 

 

 

 

 

   Loans held for sale

 

409

 

100

 

   Loans

 

327,536

 

328,358

 

   Allowance for loan losses

 

(3,710


)


(3,600


)


      Loans, net

 

323,826

 

324,858

 

 

 

 

 

 

 

   Premises and equipment, net

 

11,865

 

11,865

 

   Other real estate owned, net

 

2,585

 

1,509

 

   Cash value of life insurance policies

 

8,706

 

8,538

 

   Intangible assets, net

 

3,782

 

4,031

 

   Goodwill

 

13,728

 

13,728

 

   Other assets

 

6,110


 

6,761


 

      Total assets

$


465,560


$


470,155


 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

   Deposits - noninterest-bearing

$

56,311

$

54,355

 

   Deposits - interest-bearing

 

287,881


 

297,489


 

      Total deposits

 

344,192

 

351,844

 

 

 

 

 

 

 

   Advances from Federal Home Loan Bank

 

38,945

 

35,933

 

   Securities sold under agreements to repurchase

 

17,585

 

21,710

 

   Federal funds purchased

 

4,684

 

-

 

   Other liabilities

 

7,006


 

7,526


 

      Total liabilities

 

412,412

 

417,013

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

   Preferred stock; shares authorized: 100,000;

 

 

 

 

 

      shares outstanding: none

 

-

 

-

 

   Common stock and paid in capital, no par value;
      shares authorized: 7,000,000;  shares outstanding:
      3,238,312 at June 30, 2008 and 3,229,814 at December 31, 2007

 



46,084

 



45,956

 

   Retained earnings

 

7,047

 

6,665

 

   Accumulated other comprehensive income, net

 

17


 

521


 

      Total shareholders' equity

 

53,148


 

53,142


 

      Total liabilities and shareholders' equity

$


465,560


$


470,155


 

See accompanying notes to consolidated financial statements.


2


ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)


(Dollars in thousands, except per share data)

 

Three Months Ended
June 30,


 

Six Months Ended
June 30,


 

 

 

2008


 

2007


 

2008


 

2007


 

Interest income

 

 

 

 

 

 

 

 

 

   Loans, including fees

$

5,605

$

6,301

$

11,487

$

12,387

 

   Securities:

 

 

 

 

 

 

 

 

 

      Taxable

 

544

 

581

 

1,116

 

1,181

 

      Tax exempt

 

426

 

350

 

858

 

683

 

   Other

 

8


 

4


 

50


 

17


 

         Total interest income

 

6,583


 

7,236


 

13,511


 

14,268


 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

 

   Deposits

 

2,286

 

2,835

 

4,896

 

5,662

 

   Advances from Federal Home Loan Bank

 

431

 

382

 

877

 

663

 

   Other

 

138


 

188


 

312


 

339


 

         Total interest expense

 

2,855


 

3,405


 

6,085


 

6,664


 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

3,728

 

3,831

 

7,426

 

7,604

 

Provision for loan losses

 

450


 

270


 

1,000


 

370


 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

3,278

 

3,561

 

6,426

 

7,234

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

 

 

 

 

 

 

 

 

   Deposit service charges

 

823

 

872

 

1,607

 

1,598

 

   Insurance and investment commissions

 

206

 

310

 

397

 

608

 

   Gains on sales of loans

 

55

 

79

 

134

 

156

 

   Gains on sales of securities

 

(1

)

2

 

33

 

-

 

   Loan servicing fees, net

 

20

 

14

 

33

 

48

 

   Earnings on life insurance policies

 

95

 

90

 

187

 

174

 

   Other

 

51


 

86


 

191


 

297


 

         Total noninterest income

 

1,249

 

1,453

 

2,582

 

2,881

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense

 

 

 

 

 

 

 

 

 

   Compensation and benefits

 

1,833

 

2,020

 

3,650

 

3,957

 

   Occupancy and equipment

 

528

 

534

 

1,082

 

1,126

 

   Data processing

 

360

 

391

 

657

 

754

 

   Professional fees

 

170

 

116

 

313

 

273

 

   Supplies and postage

 

123

 

140

 

248

 

278

 

   Advertising and promotional

 

35

 

113

 

60

 

182

 

   Intangible amortization

 

124

 

124

 

249

 

249

 

   Director fees

 

69

 

74

 

143

 

149

 

   FDIC insurance

 

69

 

12

 

129

 

22

 

   Other

 

362


 

338


 

714


 

667


 

         Total noninterest expense

 

3,673


 

3,862


 

7,245


 

7,657


 

 

 

 

 

 

 

 

 

 

 

Income before income tax

 

854

 

1,152

 

1,763

 

2,458

 

Income tax expense

 

131


 

251


 

281


 

556


 

 

 

 

 

 

 

 

 

 

 

Net income

$


723


$


901


$


1,482


$


1,902


 

 

 

 

 

 

 

 

 

 

 

Comprehensive income/(loss)

$


(285


)


$


345


$


978


$


1,518


 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$


0.23


$


0.28


$


0.46


$


0.59


 

Diluted earnings per share

$


0.23


$


0.28


$


0.46


$


0.59


 

Dividends declared per share

$


0.17


$


0.17


$


0.34


$


0.34


 

See accompanying notes to consolidated financial statements.


3


ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)






(Dollars in thousands)




Number of
Shares


 


Common
Stock and
Paid in
Capital


 




Retained
Earnings


 

Accumulated
Other
Comprehensive
Income (Loss),
Net


 

 





Total


 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2007

3,250,629

$

46,253

 

$  5,285

$

(19

)

$

51,519

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

   Net income

 

 

 

 

1,902

 

 

 

 

1,902

 

   Net change in unrealized gain (loss) on

 

 

 

 

 

 

 

 

 

 

 

      securities available for sale

 

 

 

 

 

 

(436

)

 

(436

)

   Net change in funded status of post-

 

 

 

 

 

 

 

 

 

 

 

      retirement benefit plan

 

 

 

 

 

 

52


 

 

52


 

   Total comprehensive income

 

 

 

 

 

 

 

 

 

1,518

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued

6,660

 

105

 

 

 

 

 

 

105

 

Shares repurchased

(12,700

)

(223

)

 

 

 

 

 

(223

)

Change in ESOP repurchase obligation

 

 

14

 

 

 

 

 

 

14

 

Effect of stock options granted

 

 

15

 

 

 

 

 

 

15

 

Effect of employee stock purchases

 

 

8

 

 

 

 

 

 

8

 

Cash dividends declared ($0.17 per share)

 


 

 


 

(1,103


)


 


 

 

(1,103


)


 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2007

3,244,589


$


46,172


 

$  6,084


$


(403


)


$


 51,853


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2008

3,229,814

$

45,956

 

$  6,665

$

521

 

$

 53,142

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

   Net income

 

 

 

 

1,482

 

 

 

 

1,482

 

   Net change in unrealized gain on

 

 

 

 

 

 

 

 

 

 

 

      securities available for sale

 

 

 

 

 

 

(504


)


 

(504


)


Total comprehensive income

 

 

 

 

 

 

 

 

 

978

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued

8,498

 

84

 

 

 

 

 

 

84

 

Change in ESOP repurchase obligation

 

 

19

 

 

 

 

 

 

19

 

Effect of stock options granted

 

 

18

 

 

 

 

 

 

18

 

Effect of employee stock purchases

 

 

7

 

 

 

 

 

 

7

 

Cash dividends declared ($0.17 per share)

 


 

 


 

(1,100


)


 


 

 

(1,100


)


 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2008

3,238,312


$


46,084


 

$  7,047


$


17


 

$


53,148


 


See accompanying notes to consolidated financial statements.


4


ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


(Dollars in thousands)

 

Six Months Ended
June 30,


 

 

 

2008


 

 

2007


 

Cash flows from operating activities:

 

 

 

 

 

 

   Net income

$

1,482

 

$

1,902

 

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

 

 

 

 

 

 

      Provision for loan losses

 

1,000

 

 

370

 

      Depreciation

 

413

 

 

410

 

      Amortization

 

490

 

 

505

 

      Expense related to employee stock options and stock purchases

 

25

 

 

23

 

      (Gains) losses on sales of securities

 

(33

)

 

-

 

      Gains on sales of loans

 

(134

)

 

(156

)

      Loans originated for sale

 

(7,001

)

 

(8,926

)

      Proceeds from loan sales

 

6,786

 

 

8,704

 

      Earnings on bank-owned life insurance

 

(187

)

 

(174

)

      Proceeds from sales of other real estate owned

 

839

 

 

-

 

      Net changes in other assets

 

560

 

 

(68

)

      Net changes in other liabilities

 

(241


)


 

(1,364


)


            Net cash from operating activities

 

3,999

 

 

1,226

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

   Securities available for sale:

 

 

 

 

 

 

      Sales

 

1,740

 

 

925

 

      Maturities, prepayments and calls

 

14,636

 

 

8,664

 

      Purchases

 

(13,327

)

 

(10,766

)

   Loan (originations) and repayments, net

 

(1,997

)

 

(589

)

   Purchases of premises and equipment, net of disposals/sales

 

(413

)

 

(40

)

   Purchase of bank-owned life insurance

 

-

 

 

(150

)

   Purchase of agency book of business

 

-

 

 

(348

)

   Additional cash payments for direct costs associated with the
      merger with Valley Ridge Financial Corp.

 


 


 

 


(61



)


            Net cash from investing activities

 

639

 

 

(2,365

)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

   Net change in deposits

 

(7,652

)

 

(11,345

)

   Net change in securities sold under agreements to repurchase

 

(4,125

)

 

(2,812

)

   Net change in federal funds purchased

 

4,684

 

 

10,040

 

   Proceeds from Federal Home Loan Bank advances

 

10,000

 

 

17,000

 

   Payments on Federal Home Loan Bank advances

 

(7,000

)

 

(11,000

)

   Issuance of common stock

 

84

 

 

105

 

   Repurchase of common stock

 

-

 

 

(223

)

   Cash dividends

 

(1,100


)


 

(1,103


)


            Net cash used in financing activities

 

(5,109


)


 

662


 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(471

)

 

(477

)

Beginning cash and cash equivalents

 

11,140


 

 

9,936


 

 

 

 

 

 

 

 

Ending cash and cash equivalents

$


10,669


 

$


9,459


 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

   Cash paid for interest

$

6,333

 

$

6,965

 

   Cash paid for income taxes

$

200

 

$

725

 

   Loans transferred to other real estate

$

1,929

 

$

84

 

   Premises and equipment transferred to other real estate

$

-

 

$

54

 

   Goodwill allocated to premises and equipment

$

-

 

$

716

 

   Goodwill allocated to other real estate

$

-

 

$

186

 

   Goodwill acquired from other liabilities

$

-

 

$

(563

)

See accompanying notes to consolidated financial statements.


5


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 June 30, 2008 and December 31, 2007, the Consolidated Statements of Income for the three- and six-month periods ended June 30, 2008 and June 30, 2007, the Consolidated Statements of Changes in Shareholders' Equity for the six-month periods ended June 30, 2008 and June 30, 2007, and the Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2008 and June 30, 2007. Operating results for the six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

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, 2007.

Allowance for Loan Losses
The allowance for loan losses is maintained at a level believed adequate by management to absorb probable incurred losses inherent in the consolidated loan portfolio. Management's evaluation of the adequacy of the allowance is an estimate based on reviews of individual loans, assessments of the impact of current economic conditions on the portfolio and historical loss experience of seasoned loan portfolios. See Note 2 to the interim consolidated financial statements for additional information.

Management believes the accounting estimate related to the allowance for loan losses is a "critical accounting estimate" because (1) the estimate is highly susceptible to change from period to period because of assumptions concerning the changes in the types and volumes of the portfolios and economic conditions and (2) the impact of recognizing an impairment or loan loss could have a material effect on ChoiceOne's assets reported on the balance sheet as well as its net income.

Stock Transactions
A total of 3,916 shares of common stock were issued to the Registrant's Board of Directors for a cash price of $49,000 under the terms of the Directors' Stock Purchase Plan in the first half of 2008. A total of 4,582 shares were issued to employees for a cash price of $35,000 under the Employee Stock Purchase Plan in the first two quarters of 2008.

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


6


ChoiceOne Financial Services, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 - ALLOWANCE FOR LOAN LOSSES

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


(Dollars in thousands)

 

Three Months Ended
June 30,


 

 

Six Months Ended
June 30,


 

 

 

2008


 

 

2007


 

 

2008


 

 

2007


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

$

3,843

 

$

3,548

 

$

3,600

 

$

3,569

 

Provision charged to expense

 

450

 

 

270

 

 

1,000

 

 

370

 

Recoveries credited to the allowance

 

72

 

 

68

 

 

190

 

 

140

 

Loans charged off

 

(655


)


 

(338


)


 

(1,080


)


 

(530


)


 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at end of period

$


3,710


 

$


3,549


 

$


3,710


 

$


3,549


 

Information regarding impaired loans follows:


(Dollars in thousands)

 

June 30,
2008


 

December 31,
2007


 

 

 

 

 

 

 

Loans with no allowance allocated

$

2,488

$

2,677

 

Loans with allowance allocated

 

2,480

 

2,130

 

Amount of allowance for loan losses allocated

 

822

 

824

 



(Dollars in thousands)

 

Three Months Ended
June 30,


 

 

 

2008


 

2007


 

 

 

 

 

 

 

Average balance during the period

$

4,531

$

6,511

 



(Dollars in thousands)

 

Six Months Ended
June 30,


 

 

 

2008


 

2007


 

 

 

 

 

 

 

Average balance during the period

$

4,623

$

6,620

 



7


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 follows:


(Dollars in thousands, except per share data)

 

Three Months Ended
June 30,


 

Six Months Ended
June 30,


 

 

 

2008


 

2007


 

2008


 

2007


 

Basic Earnings Per Share

 

 

 

 

 

 

 

 

 

   Net income available to common

 

 

 

 

 

 

 

 

 

     shareholders

$


723


$


901


$


1,482


$


1,902


 

 

 

 

 

 

 

 

 

 

 

   Weighted average common shares outstanding

 

3,234,657


 

3,243,090


 

3,232,622


 

3,245,454


 

 

 

 

 

 

 

 

 

 

 

   Basic earnings per share

$


0.23


$


0.28


$


0.46


$


0.59


 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

   Net income available to common

 

 

 

 

 

 

 

 

 

     shareholders

$


723


$


901


$


1,482


$


1,902


 

 

 

 

 

 

 

 

 

 

 

   Weighted average common shares outstanding

 

3,234,657

 

3,243,090

 

3,232,622

 

3,245,454

 

   Plus dilutive stock options

 

-


 

1,505


 

-


 

1,883


 

 

 

 

 

 

 

 

 

 

 

   Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

     and potentially dilutive shares

 

3,234,657


 

3,244,595


 

3,232,622


 

3,247,337


 

 

 

 

 

 

 

 

 

 

 

   Diluted earnings per share

$


0.23


$


0.28


$


0.46


$


0.59


 

As of June 30, 2008, there were 48,732 stock options that are considered to be anti-dilutive to earnings per share for both the three-month and six-month periods ended June 30, 2008. As of June 30, 2007, there were 30,585 stock options considered to be anti-dilutive to earnings per share for the three-month period ended June 2007 and 23,865 stock options for the six months ended June 30, 2007. These stock options have been excluded from the calculation above.


NOTE 4 - FAIR VALUE MEASUREMENTS

The following tables present information about the Bank's assets and liabilities measured at fair value on a recurring basis at June 30, 2008, and the valuation techniques used by the Bank to determine those fair values.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Bank has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Bank's assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

There were no liabilities measured at fair value as of June 30, 2008. Disclosures concerning assets measured at fair value are as follows:


8


Assets Measured at Fair Value on a Recurring Basis at June 30, 2008
(Dollars in Thousands)

 


Quoted Prices
in Active
Markets for Identical
Assets (Level 1)


 

Significant
Other
Observable
Inputs
(Level 2)


 


Significant
Unobservable
Inputs
(Level 3)


 




Balance at
June 30, 2008


Assets

 

 

 

 

 

 

 

Investment securities, available for sale

$ 72,389

 

$ 2,826

 

$ 4,092

 

$ 79,307

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis
(Dollars in Thousands)

Investment Securities, Available for Sale

 

 

 

Balance at December 31, 2007

$

4,748

 

Total realized and unrealized gains (losses) included in income

 

-

 

Total unrealized gains (losses) included in other comprehensive income

 

(141

)

Net purchases, sales, calls, and maturities

 

(386

)

Net transfers in/out of Level 3

 


(129


)

 

 

 

 

Balance at June 30, 2008

$


4,092


 

Of the Level 3 assets that were still held by the Bank at June 30, 2008, the net unrealized loss for the six months ended June 30, 2008 was $141,000, which is recognized in other comprehensive income in the consolidated balance sheet. There were sales of $200,000 of Level 3 securities in the first half of 2008. There were no purchases of Level 3 securities during the six months ended June 30, 2008.

Both observable and unobservable inputs may be used to determine the fair value of positions classified as Level 3 assets and liabilities. As a result, the unrealized gains and losses for these assets and liabilities presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs.

Available-for-sale investment securities categorized as Level 3 assets consist of bonds issued by local municipalities and money market preferred securities. The Bank estimates the fair value of these bonds based on the present value of expected future cash flows using management's best estimate of key assumptions, including forecasted interest yield and payment rates, credit quality and a discount rate commensurate with the current market and other risks involved.

The Bank also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets include loans which have been classified as impaired under the provisions of Statement of Financial Accounting Standards 114, "Accounting by Creditors for Impairment of a Loan" ("SFAS 114"). The Bank has estimated the fair values of these assets using Level 3 inputs, specifically discounted cash flow projections.

Assets Measured at Fair Value on a Nonrecurring Basis
(Dollars in Thousands)

 




Balance at
June 30, 2008


 

Quoted Prices
in Active
Markets for
Identical
Assets (Level 1)


 

Significant
Other
Observable
Inputs
(Level 2)


 


Significant
Unobservable
Inputs
(Level 3)


 


Total Losses
for the
Period Ended
June 30, 2008


Assets

 

 

 

 

 

 

 

 

 

Impaired loans accounted for under
   SFAS 114


$ 4,968

 


$ -

 


$ -

 


$ 4,968

 


$ 150


9


Impaired loans accounted for under SFAS 114 categorized as Level 3 assets consist of non-homogeneous loans that are considered impaired. The Bank estimates the fair value of the loans based on the present value of expected future cash flows using management's best estimate of key assumptions. These assumptions include future payment ability, timing of payment streams, and estimated realizable values of available collateral (typically based on outside appraisals). The losses indicated for the period ended June 30, 2008 consisted of charge-downs that were posted to the allowance for loan losses.

Other assets, including bank-owned life insurance, goodwill, intangible assets and other assets acquired in business combinations, are also subject to periodic impairment assessments under other accounting principles generally accepted in the United States of America. These assets are not considered financial instruments. Effective February 12, 2008, the Financial Accounting Standards Board issued a staff position that delayed the applicability of Statement of Financial Accounting Standards 157, "Fair Value Measurements" to non-financial instruments. Accordingly, these assets have been omitted from the above disclosures.


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. ("ChoiceOne" or 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"). This discussion should be read in conjunction with the consolidated financial statements and related notes.

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 the Registrant itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," 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, the risk factors disclosed in Item 1A of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2007; 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 laws and 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; changes in the local and national economies; changes in market conditions; the possibility that anticipated cost savings and revenue enhancements from the merger with Valley Ridge Financial Corp. may not be fully realized at all or within the expected time frames; the level and timing of asset growth; local and global uncertainties such as acts of terrorism and military actions; and current uncertainties and fluctuations in the financial markets and stocks of financial services providers due to concerns about credit availability and concerns about the Michigan economy in particular. 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 was $723,000 in the second quarter of 2008 compared to $901,000 in the second quarter of 2007. For the six months ended June 30, 2008, net income was $1,482,000, compared to $1,902,000 in the same period in 2007. The change in both cases resulted primarily from a higher provision for loan losses in 2008 than in 2007.

10


Lower noninterest expense in the first quarter and first six months of 2008 compared to the same periods in 2007 was offset by lower net interest income and noninterest income in the same periods. The return on average assets and return on average shareholders' equity was 0.63% and 5.52%, respectively, for the first half of 2008, compared to .82% and 7.32%, respectively, for the same period in 2007.

Dividends
Cash dividends of $550,000 or $0.17 per share were declared in the second quarter of 2008, compared to $552,000 or $0.17 per share in the second quarter of 2007. The cash dividends declared in the first six months of 2008 were $1,100,000 or $.34 per share, compared to $1,103,000 or $.34 per share declared in 2007. The cash dividend payout percentage was 74% for the first six months of 2008, compared to 58% in the same period a year ago.

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, 2008 and 2007, respectively. Table 1 documents ChoiceOne's 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.

Table 1 - Average Balances and Tax-Equivalent Interest Rates

(Dollars in thousands)

Six Months Ended June 30,

 

2008


2007


 

Average
Balance



Interest



 



Rate


Average
Balance



Interest



 



Rate


Assets:

 

 

 

 

 

 

 

 

   Loans (1)

$ 325,608

$ 11,506

 

7.07%

$ 329,469

$ 12,411

 

7.53%

   Taxable securities (2) (3)

39,684

1,025

 

5.17

45,127

1,126

 

4.99

   Nontaxable securities (1) (2)

46,240

1,424

 

6.16

36,424

1,120

 

6.15

   Other


3,166


50


 


3.16


510


17


 


6.67


      Interest-earning assets

414,698

14,005

 

6.75

411,530

14,674

 

7.13

   Noninterest-earning assets

52,193


 

 

 

51,498


 

 

 

      Total assets

$ 466,891


 

 

 

$ 463,028


 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

   Interest-bearing demand deposits

$   90,596

798

 

1.76%

$   89,766

1,061

 

2.36%

   Savings deposits

28,795

67

 

0.47

28,413

70

 

0.49

   Certificates of deposit

175,475

4,031

 

4.59

192,117

4,510

 

4.70

   Advances from Federal Home Loan Bank

38,658

877

 

4.54

25,716

663

 

5.16

   Other


19,680


312


 


3.17


18,257


360


 


3.94


      Interest-bearing liabilities


353,204


6,085


 


3.44


354,269


6,664


 


3.76


   Noninterest-bearing demand deposits

53,203

 

 

 

51,877

 

 

 

   Other noninterest-bearing liabilities

6,800

 

 

 

4,943

 

 

 

   Shareholders' equity

53,684


 

 

 

51,939


 

 

 

      Total liabilities and
         shareholders' equity


$ 466,891


 

 

 


$ 463,028


 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax-equivalent basis) -
   interest spread

 


7,920


 


3.31%


 


8,010


 


3.37%


Tax-equivalent adjustment (1)

 

(494


)


 

 

(406


)


 

Net interest income

 

$  7,426


 

 

 

$ 7,604


 

 

Net interest income as a percentage of earning
   assets (tax-equivalent basis)

 

 

 


3.82%


 

 

 


3.89%


______________

 

(1)

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)

Includes the effect of unrealized gains or losses on securities.

(3)

Taxable securities include dividend income from Federal Home Loan Bank and Federal Reserve Bank stock.


11


Table 2 - Changes in Tax-Equivalent Net Interest Income


(Dollars in thousands)

Six Months Ended June 30,
2008 Over 2007


 

 

Total


 


 


Volume


 


 


Rate


 

Increase (decrease) in interest income (1)

 

 

 

 

 

 

 

 

 

     Loans (2)

$

(905

)

$

(144

)

$

(761

)

     Taxable securities

 

(101

)

 

(201

)

 

100

 

     Nontaxable securities (2)

 

304

 

 

302

 

 

2

 

     Other

 


33


 


 


63


 


 


(30


)


          Net change in tax-equivalent income

 


(669


)


 


20


 


 


(689


)


 

 

 

 

 

 

 

 

 

 

Increase (decrease) in interest expense (1)

 

 

 

 

 

 

 

 

 

     Interest-bearing demand deposits

 

(263

)

 

29

 

 

(292

)

     Savings deposits

 

(3

)

 

2

 

 

(5

)

     Certificates of deposit

 

(479

)

 

(384

)

 

(95

)

     Advances from Federal Home Loan Bank

 

214

 

 

430

 

 

(216

)

     Other

 


(48


)


 


67


 


 


(115


)


          Net change in interest expense

 


(579


)


 


144


 


 


(723


)


          Net change in tax-equivalent
               net interest income


$



(90



)



$



(124



)



$



34


 

_______________

 

(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
The presentation of net interest income on a tax-equivalent basis is not in accordance with generally accepted accounting principles ("GAAP"), but is customary in the banking industry. This non-GAAP measure ensures comparability of net interest income arising from both taxable and tax-exempt loans and investment securities. The adjustments to determine net interest income on a tax-equivalent basis were $494,000 and $406,000 for the six months ended June 30, 2008 and 2007, respectively. These adjustments were computed using a 34% federal income tax rate.

As shown in Tables 1 and 2, tax-equivalent net interest income decreased $90,000 in the first six months of 2008 compared to the same period in 2007. Although average interest-earning assets were $3.2 million higher in the first half of 2008 than in the same period in the prior year, a decrease of 6 basis points in the net interest spread from 2007 to 2008 caused the small decline in net interest income as the average rate earned on interest-earning assets fell more than the rate paid on interest-bearing liabilities.

The average balance of loans decreased $3.9 million in the first six months of 2008 compared to the same period in 2007. Average residential mortgage loans were $7.2 million lower in 2008 than in 2007 as borrowers refinanced from adjustable rate loans that the Bank held in its portfolio to fixed rate loans that were sold in the secondary market. The decrease in the average loans balance combined with a 46 basis point decrease in the average rate earned caused tax-equivalent interest income from loans to decrease $905,000 in the first six months of 2008 compared to the same period in the prior year. The decrease in the average rate earned on loans was due to a 250 basis point decrease in the Bank's prime lending rate that occurred from December 2007 through April 2008. The average balance of total securities increased $4.4 million in the first half of 2008 compared to the same period in

12


2007. Securities were purchased in the second half of 2007 and early 2008 to provide growth in interest-earnings assets. As a result of the balance growth and a relatively small increase in yields earned, tax-equivalent interest income rose $203,000 in the first six months of 2008 compared to the same period in the prior year. The increase in other interest-earning assets in the first two quarters of 2008 compared to the first quarter of 2007 was caused by a higher level of federal funds sold in 2008 than in the prior year.

The average balance of interest-bearing demand deposits increased $830,000 in the first six months of 2008 compared to the same period in 2007. The higher average balance was offset by a 60 basis point decline in the average rate paid, which caused interest expense to fall $263,000 in the first half of 2008 compared to the same quarter in 2007. The average balance of certificates of deposit was down $16.6 million in the first six months of 2008 compared to the same period in 2007. The decrease was caused by maturing brokered certificates of deposit that were not replaced, which caused the average brokered balance to be $21.7 million less in the first half of 2008 than in the same period in 2007. The decline in certificates of deposit, combined with an 11 basis point decrease in the average rate paid, caused interest expense to fall $479,000 in 2008 compared to 2007. The average balance of advances from the Federal Home Loan Bank of Indianapolis ("FHLBI") was $12.9 million higher in the first six months of 2008 than the prior year. FHLB advances were used in the last half of 2007 and the first half of 2008 to replace maturing brokered certificates of deposit since the rate on new advances was lower than that of new certificates of deposit. The growth in FHLB advances, although partially offset by a 62 basis point decrease in the average rate paid, caused interest expense to increase $214,000 in the first half of 2008 compared to the same period in 2007. Growth in other interest-bearing liabilities in the first quarter of 2008 compared to the first quarter of 2007 was due to a higher average balance in repurchase agreements.

ChoiceOne's net interest income spread was 3.31% in the first six months of 2008, compared to 3.37% for the first six months of 2007. The lower average rate earned on loans caused the average rate earned on interest-earning assets to decline 38 basis points in the first half of 2008 compared to the same period in 2007. The impact of loans was partially offset by higher rates earned on securities. The total funding cost dropped 32 basis points in the first six months of 2008 compared to the same period in 2007. This was due to lower interest rates paid on all interest-bearing liability categories. Management plans to continue its emphasis on local deposit growth in 2008.

Management estimates growth in earning assets may be a challenge for the remainder of 2008 given the lackluster economy in Michigan and depressed real estate values affecting commercial and residential borrowers.

Provision and Allowance for Loan Losses
The allowance for loan losses was $3,710,000 as of June 30, 2008, compared to $3,843,000 as of March 31, 2008 and $3,600,000 as of December 31, 2007. The decrease in the allowance in the second quarter of 2008 was due to a lower level of specific allowance allocations to certain commercial and industrial and commercial real estate loans. This was in contrast to the first quarter of 2008 when specific allowance allocations increased. The balance of general allowance dollars was higher as of June 30, 2008 than it was as of the end of 2007. The provision for loan losses was $450,000 and $1,000,000 for the second quarter and first half of 2008, respectively, compared to $270,000 and $370,000 for the same period in 2007. The allowance increase and higher provision were believed necessary due to higher net charge-offs in the first six months of 2008 than in the same period in 2007, deterioration in certain commercial real estate and residential real estate loan credits, and continued concerns over the Michigan economy. The allowance for loan losses was 1.13% of total loans as of June 30, 2008, compared to 1.19% at March 31, 2008 and 1.10% at December 31, 2007.

Charge-offs and recoveries for respective loan categories for the six months ended June 30 were as follows:

(Dollars in thousands)

2008


 


2007


 

Charge-offs


 


Recoveries


 


Charge-offs


 


Recoveries


Agricultural

$

-

 

$

-

 

$

-

 

$

-

Commercial and industrial

 

169

 

 

16

 

 

153

 

 

11

Consumer

 

227

 

 

135

 

 

301

 

 

129

Real estate, commercial

 

201

 

 

34

 

 

26

 

 

-

Real estate, residential

 


483


 


 


5


 


 


50


 


 


-


 

$


1,080


 


$


190


 


$


530


 


$


140



13


Net charge-offs in the first six months of 2008 were $890,000, compared to $390,000 in the first half of 2007. Net charge-offs as a percentage of average loans were .55% in the first half of 2008 and .24% for the same period in the prior year. As shown in the table above, the increase was due to higher charge-off levels for commercial real estate loans and residential real estate loans. Management believes that the primary reason for the higher charge-off level is the economic climate in Michigan which has affected both business and personal borrowers. This climate has had a negative impact on real estate collateral values for ChoiceOne's loans. Management has and intends to continue working with delinquent borrowers in an attempt to lessen the negative impact to ChoiceOne. As charge-offs, changes in the level of nonperforming loans, and changes within the composition of the loan portfolio occur throughout 2008, the provision and allowance for loan losses will be reviewed by the Bank's management and adjusted as necessary.

Noninterest Income
Total noninterest income was $1,249,000 in the second quarter of 2008 compared to $1,453,000 in the same period in 2007. For the six months ended June 30, 2008, total noninterest income was $2,582,000, compared to $2,881,000 in the same period in 2007. The change in noninterest income in the first two quarters of 2008 compared to 2007 was due to the sale of ChoiceOne's property and casualty insurance lines of business in October 2007. These lines of business produced $404,000 in revenues in the first six months of 2007 that were included in insurance commissions and other noninterest income. Offsetting part of the effect of the insurance sale was an increase of $128,000 in investment commission revenue and an improvement of $33,000 in gains on sales of securities in the first six months of 2008 compared to the same period in 2007. The growth in investment commissions was caused by increased mutual fund and annuity sales and higher investment advisory fees in the first half of 2008 compared to the same period in 2007.

Management anticipates that noninterest income may be lower in the third quarter of 2008 compared to the same period in 2007 as a result of the gain on the sale of the insurance lines of business in October 2007 and the revenues generated by these lines of business. Management plans to continue its emphasis of growth in deposit accounts and investment sales to offset the lower revenue from insurance.

Noninterest Expense
Total noninterest expense was $3,673,000 in the second quarter of 2008 compared to $3,862,000 in the same period in 2007. For the six months ended June 30, 2008, total noninterest expense was $7,245,000 compared to $7,657,000 in the first half of 2007. Compensation and benefits were $187,000 lower in the second quarter and $307,000 lower in the first six months of 2008 than in the same periods in 2007. This decrease was due to the sale of the property and casualty lines of business in October 2007, which eliminated the compensation and other costs related to this activity. Data processing expense was $31,000 lower in the second quarter and $97,000 lower in the first half of 2008 than in the same periods in the prior year. This resulted primarily from cost reductions for ATM processing due to a new contract signed by ChoiceOne in early 2008. Professional fees were up $54,000 in the second quarter and $40,000 in the first half of 2008 than the same periods in 2007. The reason for the increase was higher accounting fees and costs related to ChoiceOne's overdraft protection program. FDIC insurance cost was $57,000 higher in the second quarter and $107,000 higher in the first six months of 2008 compared to similar periods in 2007. ChoiceOne had assessment credits from the FDIC that were used to reduce the insurance cost in 2007. These credits were fully utilized in January 2008. Advertising and promotional expense was down in both the second quarter and first half of 2008 compared to the same periods in 2007 as fewer costs had been incurred in the first two quarters of 2008. The increase in other noninterest expense in the first half of 2008 compared to the same period in 2007 was caused by higher training expenses, higher loan-related costs, and increases in various other expenses.

Management anticipates that the sale of ChoiceOne's property and casualty insurance lines of business that occurred in October 2007 will cause expense related to these activities to be less in the third quarter of 2008 than in the corresponding quarter in 2007.

Income Tax Expense
Income tax expense decreased $120,000 and $275,000, respectively, in the second quarter and first six months of 2008 compared to the same periods in 2007. Taxable income was significantly less in 2008 due to the lower level of income before income tax. Nontaxable income from municipal securities and bank-owned life insurance also

14


affected taxable income as they comprised a larger percentage of income before income tax in 2008 than in the prior year. As a result, ChoiceOne's effective tax rate was 15.9% for the first six months of 2008 versus 22.6% for the first six months of 2007.

FINANCIAL CONDITION

Securities
The securities available for sale declined $3.8 million from December 31, 2007 to June 30, 2008. ChoiceOne has purchased a mix of government agency, mortgage-backed, municipal, and equity securities totaling $13.3 million in the first six months of 2008 to replace maturities, principal repayments, and calls within the securities portfolio. Approximately $11.4 million in various securities were called or matured since the end of 2007. Principal repayments on securities totaled $3.2 million in the first half of 2008. Approximately $1.7 million of securities were sold in the first two quarters of 2008 for a net gain of $33,000. ChoiceOne's balance in Money Market Preferred Securities declined from $4.5 million as of December 31, 2007 to $2.8 million as of June 30, 2008. Management has reviewed the quality of its securities in the first six months of 2008 with particular attention paid to the ratings of insurance companies that insure municipal bonds. Management anticipates that purchases of securities in the remainder of 2008 will depend on reinvestment rates and the level of growth in ChoiceOne's local deposits.

Loans
The loan portfolio (excluding loans held for sale) declined $822,000 from December 31, 2007 to June 30, 2008. Commercial and industrial, commercial real estate and agricultural loans increased $4.2 million due to calling efforts on borrowers. Consumer loans were virtually unchanged in the first half of 2008. Residential real estate loans declined $4.9 million in the first six months of 2008. The residential loans decrease was primarily due to mortgage borrowers refinancing from adjustable rate loans into fixed rate loans. ChoiceOne holds adjustable rate mortgage loans in its loan portfolio while most fixed rate loans are sold into the secondary market.

Information regarding impaired loans can be found in Note 2 to the consolidated financial statements included in this report. The total balance of loans classified as impaired was $5.0 million as of June 30, 2008, compared to $4.1 million as of March 31, 2008 and $4.8 million as of December 31, 2007. The balance of loans with no allowance allocated decreased $189,000 in the first six months of 2008 while the balance of loans with an allowance allocated increased $350,000. The balance of loans shown in Note 2 with no allowance allocated was $2,677,000 as of December 31, 2007.

As part of its review of the loan portfolio, 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:

          (Dollars in thousands)

 

 

 

 

 

June 30,
2008


 

December 31,
2007


 

          Loans accounted for on a nonaccrual basis

$   6,908

 

$   5,605

 

          Accruing loans contractually past due 90 days
             or more as to principal or interest payments

126

 

188

 

          Loans considered troubled debt restructurings

-


 

-


 

                         Total

$   7,034


 

$   5,793


 


15


At June 30, 2008, nonaccrual loans included $4.1 million in commercial industrial and commercial real estate loans, $2.7 million in residential real estate loans, and $0.1 million in consumer loans. At December 31, 2007, nonaccrual loans included $3.0 million in commercial industrial and commercial real estate loans, $2.4 million in residential real estate loans, and $0.2 million in consumer loans. The increase in nonperforming loans since the end of 2007 was caused by a restaurant property loan for $1.5 million that was reclassified to a nonaccrual basis in the second quarter of 2008. The loan is in the process of foreclosure and management believes that the loan is well secured. Management believes the specific reserves allocated to its nonperforming loans are sufficient at June 30, 2008.

Other Real Estate Owned
The balance of other real estate owned ("OREO") increased $1.1 million from December 31, 2007 to June 30, 2008. Commercial and residential real estate loans totaling $1,929,000 were transferred into OREO during the first six months of 2008 while sales of properties or payments upon them were $839,000 for the same time period. Due to the current state of the Michigan economy, there may be continuing transfers from loans into OREO during the remainder of 2008.

Deposits and Borrowings
Total deposits were $344 million as of June 30, 2008, compared to $352 million as of December 31, 2007. Local deposits have grown $3.1 million in the first six months of 2008 while brokered certificates of deposit were reduced $10.8 million. Since the end of 2007, checking account balances have declined $4.3 million; however, money market account balances have risen $5.8 million. Savings account balances increased by $3.5 million in the first half of 2008 while local certificates of deposit declined $1.9 million. The decrease in brokered deposits resulted from management's decision to replace them with local cost funding in the way of local deposits and Federal Home Loan Bank advances.

Federal Home Loan Bank advances increased $3.0 million in the first six months of 2008 as management used them to replace maturing brokered certificates of deposit. The rates paid on these borrowings were lower than comparable brokered deposit rates. The $4.1 million decline in the balance of securities sold under agreements to repurchase was due to normal fluctuations in funds provided by bank customers. Certain securities are sold under agreements to repurchase them the following day or over a certain fixed term.

Management plans to continue its marketing efforts toward growing local deposits to replace maturing brokered deposits and other borrowings for the remainder of 2008.

Shareholders' Equity
Total shareholders' equity was virtually the same at June 30, 2008 as it was at December 31, 2007. The effect of current year's net income and proceeds from the sale of ChoiceOne's stock was offset by cash dividends paid and a decrease in accumulated other comprehensive income. ChoiceOne did not repurchase any of its common stock in the first half of 2008, in contrast to the same period in 2007 when 12,700 shares were repurchased. Management may repurchase shares of its common stock in the remainder of 2008 and retire them. The Registrant's Board of Directors authorized an additional repurchase plan on July 26, 2007 to buy back 100,000 shares of common stock.

At the Annual Meeting of Shareholders of ChoiceOne Financial Services, Inc. held on April 24, 2008, the shareholders approved an amendment to the Restated Articles of Incorporation to increase the number of shares of authorized capital stock from 4,100,000 to 7,100,000. The purpose of the amendment was to provide additional shares of common stock for possible future issuance. ChoiceOne's Board of Directors has no present plans or commitments for the issuance of any of the additional shares.

Liquidity and Sensitivity to Interest Rates
Net cash provided from operating activities was $3,999,000 for the six months ended June 30, 2008 compared to $1,226,000 provided in the same period a year ago. The increase was caused by cash provided from changes in other assets and other liabilities and proceeds from sales of other real estate owned. Net cash from investing activities was $639,000 in the first half of 2008 compared to negative $2,365,000 in the same period in 2007. Net cash provided by securities activity was offset by a higher amount of net loan originations in 2008 compared to 2007. Net cash used in financing activities was $5,109,000 in the first six months of 2008 compared to $662,000 of cash provided in the same period in the prior year. The effect of less cash provided by federal funds purchased and Federal Home Loan Bank advances as well as less cash used by securities sold under agreements to repurchase was partially offset by a smaller decrease in total deposits in the first half of 2008 compared to the first half of 2007.



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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 deposits from both the local and national markets, maturities of securities, normal loan repayments, income retention, federal funds 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 Bank's Asset/Liability Management Committee ("ALCO"). ALCO uses a simulation model to subject rate-sensitive assets and liabilities to interest rate shocks. Assets and liabilities are subjected to an immediate 300 basis point shock up and down and the effect on net income and shareholders' equity is measured. The Bank's Interest Rate Risk Policy states that changes in interest rates cannot cause net interest income to decrease more than 10% and the market value of shareholders' equity to decrease more than 20% if rates are instantaneously shocked 200 basis points upward or downward. The rate shock computation as of June 30, 2008 increased net interest income 3% if rates rose 200 basis points and decreased net interest income 2% if rates fell 200 basis points. The economic value of shareholders' equity declined 4% when rates were shocked 200 basis points upward and increased shareholders' equity 6% if rates were shocked 200 basis points downward. The impact of these interest rate shocks is within the allowable policy limits established by ALCO. ALCO will continue to monitor the effect of changes in interest rates upon the Registrant's interest margin and financial condition.

Item 4T.  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 and as of the time of 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 six months ended June 30, 2008 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.

There are no material pending legal proceedings to which the Registrant or the Bank is a party to or to which any of their properties are subject, except for proceedings that arose in the ordinary course of business. In the opinion of management, pending or current legal proceedings will not have a material effect on the consolidated financial condition of the Registrant.

Item 1A.  Risk Factors.

There has been no material change in the risk factors reported in Item 1A of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007.

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

On April 24, 2008, the Registrant issued 1,060 shares of common stock, without par value, to the directors of the Registrant pursuant to the Directors' Stock Purchase Plan for an aggregate cash price of $14,000. On May 22, 2008, the Registrant issued 1,807 shares of common stock, without par value, to the directors of the Registrant pursuant to the Directors' Stock Purchase Plan for an aggregate cash price of $21,000. The Registrant relied on the exemption contained in Section 4(6) of the Securities Act of 1933 in connection with these sales.


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ISSUER PURCHASES OF EQUITY SECURITIES

There were no purchases of equity securities by the Registrant in the second quarter of 2008. As of June 30, 2008, there are 135,668 shares remaining that may yet be purchased under approved plans or programs. The repurchase plan was adopted and announced on July 21, 2004. There is no stated expiration date. The plan authorized the repurchase of up to 50,000 shares. The Registrant's Board of Directors authorized an additional repurchase plan on July 26, 2007. There is no stated expiration date and this plan authorized ChoiceOne to repurchase an additional 100,000 shares.

Item 3.  Defaults Upon Senior Securities.

None.

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

On April 24, 2008, the Annual Meeting of Shareholders of the Registrant was held. The following directors were elected by the shareholders to serve until the 2011 Annual Meeting:

 

 


Votes For


 


Votes Withheld


 

Broker
Non-Votes


 

Jerome B. Arends

 

2,581,366

 

38,674

 

0

 

K. Timothy Bull

 

2,575,500

 

44,539

 

0

 

Dennis Nelson

 

2,567,956

 

52,084

 

0

 

Jon E. Pike

 

2,581,980

 

38,060

 

0

 

Donald VanSingel

 

2,581,634

 

38,406

 

0

 

Directors James A. Bosserd, William F. Cutler Jr., Richard L. Edgar, Paul Johnson, and Andrew Zamiara continue their term until the 2009 Annual Meeting. Directors Frank Berris, Stuart Goodfellow, Gary Gust, and Robert Humphreys continue their term until the 2010 Annual Meeting.

The shareholders also approved an amendment to the Restated Articles of Incorporation to increase the number of shares of authorized capital stock from 4,100,000 to 7,100,000. The following sets forth the results of the voting for that matter:

 

 

 

Shares Voted


 

 

 

 

 

 

 

For

 

2,509,039

 

 

 

 

 

 

 

Against

 

94,366

 

 

 

 

 

 

 

Abstentions

 

16,634

 

 

 

 

 

 

 

Broker Non-Votes

 

0

 

Item 5.  Other Information.

None.


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Item 6.  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, as amended to date.

 

 

 

 

 

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-K Annual Report for the year ended December 31, 2003. 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.











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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 13, 2008

/s/ James A. Bosserd


 

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

 

 

 

 

 

Date:   August 13, 2008

/s/ Thomas L. Lampen


 

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










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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, as amended to date.

 

 

 

 

 

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-K Annual Report for the year ended December 31, 2003. 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.








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