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 March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______________ to _______________

Commission file number 000-23550

Fentura Financial, Inc.
(Exact name of registrant as specified in its charter)

Michigan     38-2806518    
(State or other jurisdiction of   (IRS Employer Identification No.)  
incorporation or organization)  

175 N Leroy, P.O. Box 725, Fenton, Michigan 48430
(Address of Principal Executive Offices)

(810) 629-2263
(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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. _X_ Yes   ___ No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). ___ Yes _X_ No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 1, 2004

Class — Common Stock           Shares Outstanding — 1,883,213



Fentura Financial Inc.
Index to Form 10-Q

Page
 
Part I — Financial Information        
 
        Item 1 — Consolidated Financial Statements (Unaudited)    3  
 
        Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations    9  
 
        Item 3 – Quantitative and Qualitative Disclosures about Market Risk    21  
 
        Item 4 — Controls and Procedures    23  
 
Part II — Other Information    24  
 
        Item 1 — Legal Proceedings    24  
 
        Item 2 — Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities    24  
 
        Item 3 — Defaults Upon Senior Securities    24  
 
        Item 4 —Submission of Matters to a Vote of Security Holders    24  
 
        Item 5 — Other Information    24  
 
        Item 6 — Exhibits and Reports on Form 8-K    24  
 
Signatures    25  
 
Exhibit Index    26  
 

  

2



PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

   Fentura Financial, Inc.
   Consolidated Balance Sheets


(000's omitted Except share data) MARCH 31,
2004
(unaudited)
DEC 31,
2003

ASSETS            
   Cash and due from banks   $ 20,407   $ 16,509  
   Federal funds sold    2,632    3,650  

     Total cash & cash equivalents    23,039    20,159  
   Securities-available for sale    115,360    113,833  
   Securities-held to maturity, (fair value of $14,358  
      at March 31, 2004 and $12,519 at December 31, 2003)    13,905    12,169  

       Total securities    129,265    126,002  
   Loans held for sale    1,790    1,095  
   Loans:  
     Commercial    213,805    146,450  
     Real estate loans - mortgage    32,187    18,335  
     Real estate loans - construction    48,562    32,913  
     Consumer loans    72,733    55,547  

   Total loans    367,287    253,245  
   Less: Allowance for loan losses    (4,812 )  (3,414 )

   Net loans    362,475    249,831  
    Bank Owned Life Insurance    6,694    6,458  
   Bank premises and equipment    14,376    9,606  
    Federal Home Loan Bank stock    2,180    854  
   Accrued interest receivable    2,222    1,884  
    Goodwill and other intangible assets    9,997    0  
   Other assets    3,461    4,077  

     Total assets   $ 555,491   $ 419,966  

LIABILITIES  
   Deposits:  
        Non-interest bearing deposits   $ 70,440   $ 58,708  
     Interest bearing deposits    388,765    289,817  

       Total deposits    459,205    348,525  
   Borrowings    4,682    3,449  
   Federal Home Loan Bank Advances    22,108    1,108  
    Repurchase Agreements    12,500    12,500  
    Subordinated debentures    12,000    12,000  
   Accrued taxes, interest and other liabilities    3,389    1,502  

       Total liabilities    513,884    379,084  

SHAREHOLDERS' EQUITY  
   Common stock - no par value  
   1,879,585 shares issued (1,880,485 in Dec. 2003)    32,735    32,769  
   Retained earnings    8,624    8,238  
   Accumulated other comprehensive income    248    (125 )

     Total shareholders' equity    41,607    40,882  

       Total Liabilities and Shareholders' Equity   $ 555,491   $ 419,966  

See notes to consolidated financial statements.


3



Fentura Financial, Inc.
Consolidated Statements of Income (Unaudited)

Three Months Ended
March 31,
(000's omitted except per share data) 2004 2003

INTEREST INCOME            
   Interest and fees on loans   $ 4,264   $ 3,923  
   Interest and dividends on  
     securities:  
     Taxable    825    328  
     Tax-exempt    159    169  
   Interest on federal funds sold    9    26  

         Total interest income    5,257    4,446  
   INTEREST EXPENSE  
   Deposits    1,422    1,296  
   Borrowings    272    22  

         Total interest expense    1,694    1,318  

   NET INTEREST INCOME    3,563    3,128  
   Provision for loan losses    273    296  

     Net interest income after  
       Provision for loan losses    3,290    2,832  
   NONINTEREST INCOME  
     Service charges on deposit accounts    878    808  
     Gain on sale of mortgages    96    355  
     Trust income    158    112  
     Gain on sale of securities    0    12  
       Loss on sale of fixed assets    (2 )  0  
     Other income and fees    481    288  

       Total noninterest income    1,611    1,575  
   NONINTEREST EXPENSE  
     Salaries and employee benefits    2,076    1,836  
     Occupancy    342    293  
     Furniture and equipment    413    359  
     Loan and collection    79    59  
     Advertising and promotional    108    89  
     Other operating expenses    777    667  

       Total noninterest expense    3,795    3,303  

   INCOME BEFORE TAXES    1,106    1,104  
   Applicable income taxes    284    283  

   NET INCOME   $ 822   $ 821  

   Per share:  
   Net income - basic   $ 0.44   $ 0.43  

   Net income - diluted   $ 0.44   $ 0.43  

    Cash Dividends declared   $ 0.23   $ 0.46  

See notes to consolidated financial statements.


4



Fentura Financial, Inc.
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

Three Months
Ended
Three Months
Ended

(000's omitted) March 31,
2004
March 31,
2003

COMMON STOCK            
   Balance, beginning of period   $ 32,769   $ 30,236  
   Issuance of shares under  
     Director stock purchase plan &  
     Dividend reinvestment program    82    97  
    Repurchase stock    (116 )  (384 )

   Balance, end of period    32,735    29,949  
RETAINED EARNINGS  
   Balance, beginning of period    8,238    9,395  
     Net income    822    821  
        Cash dividends declared    (436 )  (792 )

   Balance, end of period    8,624    9,424  
ACCUMULATED OTHER COMPREHENSIVE  
   INCOME (LOSS)  
   Balance, beginning of period    (125 )  297  
     Change in unrealized gain (loss)  
     on securities, net of tax    373    (48 )

   Balance, end of period    248    249  

TOTAL SHAREHOLDERS' EQUITY   $ 41,607   $ 39,622  

See notes to consolidated financial statements.


5



Fentura Financial, Inc.
Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended
March 31,

(000's omitted) 2004 2003

OPERATING ACTIVITIES:            
   Net income   $ 822   $ 821  
   Adjustments to reconcile net income to cash  
     Provided by Operating Activities:  
       Depreciation and amortization    256    243  
       Provision for loan losses    246    296  
       Amortization (accretion) on securities    170    273  
       Loans originated for sale    (6,042 )  (20,226 )
       Proceeds from the sale of loans    6,289    21,559  
            Gain on sale of securities    0    12  
            Gain on sales of fixed assets    (2 )  0  
       Gain on sales of loans    (96 )  (355 )
            Net increase in bank owned life insurance    (52 )  (53 )
       Net (increase) decrease in interest receivable & other assets    933    (1,205 )
       Net increase (decrease) in interest payable & other liabilities    328    655  

Total Adjustments    2,030    1,175  

Net Cash Provided By (Used In) Operating Activities    2,852    1,996  

Cash Flows From Investing Activities:  
   Proceeds from maturities of securities - HTM    0    1,000  
   Proceeds from maturities of securities - AFS    315    1,500  
    Proceeds from calls of securities - HTM    0    0  
   Proceeds from calls of securities - AFS    23,495    3,993  
    Proceeds from sales of securities - AFS    0    1,026  
   Purchases of securities - HTM    (1,710 )  0  
   Purchases of securities - AFS    (650 )  (17,162 )
   Net increase in loans    (18,337 )  (7,853 )
    Net cash from acquisition of WMFC    (10,011 )  0  
   Capital expenditures    (174 )  (120 )

Net Cash Provided By (Used in) Investing Activities    (7,072 )  (17,616 )
Cash Flows From Financing Activities:  
   Net increase (decrease) in deposits    10,528    7,632  
   Net increase (decrease) in borrowings    (2,957 )  (895 )
    Net increase (decrease) in repurchase agreements    0    0  
   Net proceeds from stock issuance and purchase    (34 )  (287 )
   Cash dividends    (436 )  (792 )

Net Cash Provided By (Used In) Financing Activities    7,100    5,658  
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS   $ 2,880   $ (9,962 )
CASH AND CASH EQUIVALENTS - BEGINNING   $ 20,159   $ 30,562  

CASH AND CASH EQUIVALENTS - ENDING   $ 23,039   $ 20,600  

CASH PAID FOR:  
   INTEREST   $ 1,716   $ 1,301  
   INCOME TAXES   $ 0   $ 66  

See notes to consolidated financial statements.


6



Fentura Financial, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended
March 31,
(000's Omitted) 2004 2003
Net Income     $ 822   $ 821  
Other comprehensive income (loss), net of tax:  
   Unrealized holding gains (losses) arising  
       during period    373    (60 )
   Less: reclassification adjustment for  
       gains included in net income    0    12  

Other comprehensive income (loss)    373    (48 )

Comprehensive income   $ 1,195   $ 773  

Fentura Financial, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Basis of presentation

The consolidated financial statements at December 31, 2003 include Fentura Financial, Inc. (the Corporation) and its wholly owned subsidiaries, The State Bank in Fenton, Michigan and Davison State Bank in Davison, Michigan. The March 31, 2004 consolidated financial statements also include West Michigan Community Bank in Hudsonville, Michigan (collectively the Banks). As further discussed in Note 6, on March 15, 2004, the Corporation completed the acquisition of West Michigan Financial Corporation (WMFC) and its subsidiary, West Michigan Community Bank (WMCB). WMFC was merged with and into the Corporation on the date of the acquisition. WMCB remains a subsidiary of the Corporation. The acquisition was accounted for as a purchase and accordingly, these financial statements include the results of operations of WMFC and WMCB subsequent to March 15, 2004. Intercompany transactions and balances are eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form — 10Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation’s annual report on Form 10-K for the year ended December 31, 2003.

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

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.

A loan is impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage, consumer, and credit card loans, and on an individual loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

All share and per share data has been adjusted for the 10% stock dividend paid on February 13, 2004.


7



Note 2. Earnings per common share

A reconciliation of the numerators and denominators used in the computation of basic earnings per common share and diluted earnings per common share is presented below. Earnings per common share are presented below for the three months ended March 31, 2004 and 2003:

Three Months Ended
March 31,
2004 2003
Basic Earnings Per Common Share:          
Numerator  
   Net Income   $ 822,000   $ 821,000  


Denominator  
   Weighted average common shares  
   Outstanding    1,881,563    1,891,516  


Basic earnings per common share   $ 0.44   $ 0.43  


Diluted Earnings Per Common Share:  
Numerator  
   Net Income   $ 822,000   $ 821,000  


Denominator  
   Weighted average common shares  
   Outstanding for basic earnings per  
   Common share    1,881,563    1,891,516  


Add: Dilutive effects of assumed  
   Exercises of stock options    4,962    6,901  


   Weighted average common shares  
   And dilutive potential common  
   Shares outstanding    1,886,525    1,898,417  


Diluted earnings per common share   $ 0.44   $ 0.43  


Stock options for 19,671 shares of common stock for the three-month period ended March 31, 2004 and stock options for 6,311 shares of common stock for the three-month period ended March 31, 2003 were not considered in computing diluted earnings per common share because they were not dilutive.

Note 3. Stock Option Plans

The Nonemployee Director Stock Option Plan grants options to nonemployee directors to purchase the Corporation’s common stock on April 1 each year. The purchase price of the shares is the fair market value at the date of the grant, and there is a three-year vesting period before options may be exercised. Options to acquire no more than 6,720 shares of stock may be granted under the Plan in any calendar year and options to acquire not more than 67,200 shares in the aggregate may be outstanding at any one time.


8



The Employee Stock Option Plan grants options to eligible employees to purchase the Corporation’s common stock at or above, the fair market value of the stock at the date of the grant. Awards granted under this plan are limited to an aggregate of 72,000 shares. The administrator of the plan is a committee of directors. The administrator has the power to determine the number of options to be granted, the exercise price of the options and other terms of the options, subject to consistency with the terms of the plan. Options covering 14,575 shares were granted under this Plan on June 26, 2003.

The following table summarizes stock option activity:

Number of
Options
Weighted
Average Price
Options outstanding at December 31, 2002      25,044   $ 23.83  
Options granted 2003    14,575    31.14  
Options exercised 2003    (1,822 )  17.58  
Options forfeited 2003    (3,036 )  23.96  

Options outstanding at December 31, 2003    34,761    26.99  
Options granted 2004    0    0.00  

Options outstanding at March 31, 2004    34,761   $ 26.99  

The stock option plans are accounted for in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) as permitted under Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (SFAS 123). In accordance with APB 25, no compensation expense is required nor has been recognized for the options issued under existing plans. Had the Corporation chosen not to elect APB 25, SFAS 123 would apply and compensation expense would have been recognized, and the Corporation’s earnings would have been as follows (in thousands, except per share data):

Three Months Ended March 31,
2004 2003
Net Income            
     As reported   $ 822   $ 821  
     Proforma    813    808  
 
Basic net income per share  
     As reported    0.44    0.43  
     Proforma    0.43    0.42  
 
Diluted net income per share  
     As reported    0.44    0.43  
     Proforma    0.43    0.42  

Proforma net income includes compensation cost for the Corporation’s stock option plan based on the fair values of the grants as of the dates of the awards consistent with the method prescribed by SFAS 123. The fair value of each option grant is estimated using the Black-Scholes option-pricing model. Assumptions used in the model for options granted during 2003 were as follows: an expected life of 6 years, a dividend yield of 3.6%, a risk free return of 2.78% and expected volatility of 24% resulting in a value of $5.97 per option.

Note 4. Commitments and contingencies

There are various contingent liabilities that are not reflected in the financial statements including claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on the Corporation’s consolidated financial condition or results of operations.


9



Note 5. Securities

March 31, 2004 securities and year-end 2003 securities are as follows:

Available for Sale
March 31, 2004
Fair Value Gross Unrealized Gains Gross Unrealized Losses

  U.S. Government & federal agency     $ 49,319   $ 301   $ 0  
  State and Municipal    8,990    109    0  
  Mortgage-backed    54,997    125    (165 )
  Corporate    1,009    7    0  
  Equity securities    1,045    0    0  

         Total   $ 115,360   $ 542   $ (165 )

December 31, 2003  
  U.S. Government & federal agency   $ 62,882   $ 243   $ (38 )
  State and Municipal    6,791    83    (5 )
  Mortgage-backed    42,744    82    (571 )
  Corporate    1,021    16    0  
  Equity securities    395    0    0  

         Total   $ 113,833   $ 424   $ (614 )

Held to Maturity
March 31, 2004
Amortized Cost Gross Unrealized Gain Gross Unrealized Losses Fair Value

State & municipal     $ 13,875   $ 464   $ (12 ) $ 14,327  

Mortgage-backed    30   $ 1   $ 0   $ 31  

           Total   $ 13,905   $ 465   $ (12 ) $ 14,358  

December 31, 2003  
State & municipal   $ 12,169   $ 364   $ (14 ) $ 12,519  

           Total   $ 12,169   $ 364   $ (14 ) $ 12,519  

Note 6. Acquisition

On October 15, 2003, the Corporation announced the signing of a definitive agreement to acquire West Michigan Financial Corporation (“WMFC”), a commercial bank headquartered in Hudsonville, Michigan. The purpose of the acquisition was to continue to grow the Corporation’s asset base and establish a presence in the West Michigan market. Under the terms of the transaction, the Corporation acquired all of the outstanding stock of WMFC in exchange for cash. The total cost of the transaction was $12.9 million. The Corporation closed the transaction on March 15, 2004.

The acquisition has been accounted for using the purchase method of accounting, and, accordingly, the purchase price has been allocated to the assets tangible and identified intangible assets purchased and the liabilities assumed based upon the estimated fair values at the date of acquisition. The purchase accounting fair value adjustments are being amortized under various methods and over the lives of the corresponding assets and liabilities. Goodwill will not be amortized, but will be reviewed for impairment on a yearly basis. This analysis is still being finalized. Goodwill and other identifiable intangible assets are estimated to aggregate to $10 million. Management expects to complete their analysis during the second quarter of 2004.

In conjunction with the acquisition, the fair values of significant assets and liabilities assumed are as follows, stated in thousands of dollars:

Cash and cash equivalents     $ 15,926  
Securities    26,787  
Loans    98,237  
Acquisition intangibles    9,997  
Deposits    109,722  
Other borrowings    31,774  

10



The following table presents pro forma information stated in thousands of dollars for the three months ended March 31, 2004 and the year ended December 31, 2003 as if the acquisition of WMFC had occurred at the beginning of 2004 and 2003. The pro forma information includes adjustments for the amortization of intangibles arising from the transaction, the elimination of acquisition related expenses, and the related income tax effects. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed dates.

2004 2003
Interest income     $ 6,648   $ 25,333  
Interest expense    2,122    8,185  


     Net interest income    4,526    17,148  
Provision for loan losses    310    2,464  


     Net interest income after provision    4,216    14,684  
Noninterest income    1,876    8,739  
Noninterest expense    4,788    18,905  


     Income before federal income tax    1,304    4,518  
Federal income tax expense    346    1,131  


Net income   $ 958   $ 3,387  


Basic earnings per share   $ 0.51   $ 1.80  
Diluted earnings per share    0.51    1.79  

11



Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances, which could affect these judgments, include, but without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses and determining the fair value of securities and other financial instruments.

As indicated in the income statement, earnings for the three months ended March 31, 2004 were $822,000 compared to $821,000 for the same period in 2003. Earnings increased for the first quarter of 2004 due to higher net interest income and slightly higher noninterest income, which more than offset an increase in noninterest expense comparing year to year. Net interest income was higher due to significantly higher loan and security balances during the first quarter of 2004 compared with the same period in 2003. The Corporation continues to focus on core banking activities and new opportunities in current and surrounding markets.

As the acquisition of WMFC did not occur until March 15, 2004, the results of operations of that new subsidiary did not significantly impact the Corporation’s results for the first quarter of 2004.

The banking industry uses standard performance indicators to help evaluate a banking institution’s performance. Return on average assets is one of these indicators. For the three months ended March 31, 2004 the Corporation’s return on average assets (annualized) was 0.73% compared to 0.97% for the same period in 2003. Net income per share — basic and diluted was $0.44 in the first three months of 2004 compared to $0.43 net income per share – basic and diluted for the same period in 2003.

Net Interest Income

Net interest income and average balances and yields on major categories of interest-earning assets and interest-bearing liabilities for the three months ended March 31, 2004 and 2003 are summarized in Table 2. The effects of changes in average interest rates and average balances are detailed in Table 1 below.

Table 1

THREE MONTHS ENDED
MARCH 31,
2004 COMPARED TO 2003
INCREASE (DECREASE)
DUE TO:

(000'S OMITTED) VOL YIELD/
RATE
TOTAL

TAXABLE SECURITIES     $ 397   $ 99   $ 496  
TAX-EXEMPT SECURITIES    (8 )  (6 )  (14 )
FEDERAL FUNDS SOLD    (16 )  (1 )  (17 )
TOTAL LOANS    883    (499 )  384  
LOANS HELD FOR SALE    (39 )  (8 )  (47 )

   TOTAL EARNING ASSETS    1,217    (415 )  802  
INTEREST BEARING DEMAND DEPOSITS    48    63    111  
SAVINGS DEPOSITS    121    34    155  
TIME CD'S $100,000 AND OVER    (22 )  (45 )  (67 )
OTHER TIME DEPOSITS    (27 )  (46 )  (73 )
OTHER BORROWINGS    395    (145 )  250  

   TOTAL INTEREST BEARING LIABILITIES    515    (139 )  376  

      NET INTEREST INCOME   $ 702    ($ 276 ) $ 426  


12



As indicated in Table 1, during the three months ended March 31, 2004, net interest income increased compared to the same period in 2003, principally because of the increase in securities interest income and the increase in loan interest income. Both loan and investment interest income increased due to higher balances during the first three months of 2004 compared to the same period in 2003. Interest expenses increased compared to the first quarter of 2003 due to the increase in deposit balances and an increase in borrowings for the Corporation.

Net interest income (displayed with consideration of full tax equivalency), average balance sheet amounts, and the corresponding yields for the three months ended March 31, 2004 and 2003 are shown in Table 2. Net interest income for the three months ended March 31, 2004 was $3,671,000 an increase of $426,000, or 13.1%, over the same period in 2003. The primary factor contributing to the net interest income increase was the higher interest income due to an increase in loan and investment income resulting from higher balances carried in the first quarter of 2004 compared to the same period in 2003. Also, net interest income increased due to an increased volume at a lower spread and as a result the net interest margin declined during the quarter. Management’s actions to reprice loans and deposits to improve the margin and short-term rate stability contributed substantially to the improvement during the first three months of 2004 compared to the first three months of 2003.

Management reviews economic forecasts and strategy on a monthly basis. Accordingly, the Corporation will continue to strategically manage the balance sheet structure in an effort to create stability in net interest income. The Corporation expects to continue to seek out new loan opportunities while continuing to maintain sound credit quality.

As indicated in Table 2, for the three months ended March 31, 2004, the Corporation’s net interest margin (with consideration of full tax equivalency) was 3.62% compared with 4.26% for the same period in 2003. This decline is attributable to the impact of an increase in volume at a lower spread, which helped increase net interest income but decreased the net interest margin. The Corporation’s net interest margin was also negatively impacted by the Federal Reserve reducing interest rates at the end of the second quarter in 2003 and by the Corporation’s investment of excess cash in lower yielding securities.

Average earning assets increased 31.9% or approximately $98,521,000 comparing the first three months of 2004 to the same time period in 2003. Loans, the highest yielding component of earning assets, represented 67.7% of earning assets in 2004 compared to 73.6% in 2003. Average interest bearing liabilities increased 34.7% or $88,802,000 comparing the first three months of 2004 to the same time period in 2003. Non-interest bearing deposits amounted to 15.0% of average earning assets in the first three months of 2004 compared with 14.9% in the same time period of 2003.

Management continually monitors the Corporation’s balance sheet to insulate net interest income from significant swings caused by interest rate volatility. If market rates change in 2004, corresponding changes in funding costs will be considered to avoid any potential negative impact on net interest income. The Corporation’s policies in this regard are further discussed in the section titled “Interest Rate Sensitivity Management.”


13



Table 2

THREE MONTHS ENDED MARCH 31,
2004 2003
AVERAGE BALANCES AND RATES
(000's omitted)(Annualized)
ASSETS
AVERAGE
BALANCE
INCOME/
EXPENSE
YIELD/
RATE
AVERAGE
BALANCE
INCOME/
EXPENSE
YIELD/
RATE

   Securities:                            
     U.S. Treasury and Government Agencies   $ 104,944   $ 796    3.05 % $ 44,853   $ 287    2.60 %
     State and Political (1)    20,229    242    4.81 %  21,074    256    4.93 %
     Other    1,821    28    6.18 %  3,855    41    4.31 %


     Total Securities    126,994    1,066    3.38 %  69,782    584    3.39 %
     Fed Funds Sold    3,449    9    1.05 %  9,004    26    1.17 %
   Loans:  
     Commercial    192,396    2,943    6.15 %  154,258    2,609    6.86 %
     Tax Free (1)    4,823    76    6.34 %  5,501    88    6.49 %
     Real Estate-Mortgage    20,488    333    6.54 %  12,555    216    6.98 %
     Consumer    58,364    925    6.37 %  55,055    980    7.22 %


   Total loans    276,071    4,277    6.23 %  227,369    3,893    6.94 %
   Allowance for Loan Losses    (3,706 )  (3,247 )
   Net Loans    272,365    4,277    6.32 %  224,122    3,893    7.04 %


   Loans Held for Sale    983    13    5.32 %  2,821    60    8.63 %


   TOTAL EARNING ASSETS   $ 407,497   $ 5,365    5.30 % $ 308,976   $ 4,563    5.99 %

   Cash Due from Banks    19,984    17,765  
   All Other Assets    24,790    19,414  


TOTAL ASSETS   $ 448,565   $ 342,908  


LIABILITIES & SHAREHOLDERS' EQUITY:  
   Deposits:  
   Interest bearing - DDA   $ 74,171    206    1.12 % $ 49,653    95    0.78 %
   Savings Deposits    138,328    437    1.27 %  97,504    282    1.17 %
   Time CD's $100,000 and Over    28,700    212    2.97 %  32,127    279    3.52 %
   Other Time CD's    71,449    567    3.19 %  74,830    640    3.47 %


   Total Deposits    312,618    1,422    1.83 %  254,114    1,296    2.07 %
   Other Borrowings    31,970    272    3.42 %  1,702    22    5.24 %


   INTEREST BEARING LIABILITIES   $ 344,648   $ 1,694    1.98 % $ 255,816   $ 1,318    2.09 %

   Non-Interest bearing - DDA    61,145    46,227  
   All Other Liabilities    1,337    1,024  
   Shareholders' Equity    41,465    39,841  


   TOTAL LIABILITIES & SHAREHOLDERS' EQUITY   $ 448,565   $ 342,908  


Net Interest Rate Spread     3.32%   3.90%


Net Interest Income /Margin   $ 3,671   3.62%   $ 3,245   4.26%


(1)     – Presented on a fully taxable equivalent basis using a federal income tax rate of 34%.


14



ALLOWANCE AND PROVISION FOR LOAN LOSSES

The Corporation maintains formal policies and procedures to control and monitor credit risk. Management believes the allowance for loan losses is adequate to provide for probable incurred losses in the loan portfolio. The Corporation’s loan portfolio has no significant concentrations in any one industry or any exposure in foreign loans. The Corporation has not extended credit to finance highly leveraged transactions nor does it intend to do so in the future. Employment levels and other economic conditions in the Corporation’s local markets may have a significant impact on the level of loan losses. Management continues to identify and devote attention to credits that are not performing as agreed. Of course, deterioration of economic conditions could have an impact on the Corporation’s credit quality, which could impact the need for greater provision for loan losses and the level of the allowance for loan losses as a percentage of gross loans. Non-performing loans are discussed further in the section titled “Non-Performing Assets.”

The allowance for loan losses (ALL) reflects management’s judgment as to the level considered appropriate to absorb probable losses in the loan portfolio. Fentura’s subsidiary banks’ methodology in determining the adequacy of the ALL includes a review of individual loans, historical loss experience, current economic conditions, portfolio trends, and other pertinent factors. Although portions of the allowance have been allocated to various portfolio segments, the ALL is general in nature and is available for the portfolio in its entirety. At March 31, 2004, the ALL was $4,812,000, or 1.31% of total loans. This compares with $3,414,000, or 1.35%, at December 31, 2003. The decrease of the ALL as a percentage of total loans reflects a small increase in the allowance for loan losses and a large increase in total loans. Management believes that the allowance to gross loans percentage is appropriate given identified risk in the loan portfolio based on asset quality.

Table 3 also summarizes loan losses and recoveries for the first three months of 2004 and 2003. During the first three months of 2004 the Corporation experienced net charge-offs of $34,000 or .01% of loans (annualized) compared with net charge-offs of $261,000 or .11% in the first three months of 2003. The provision for loan losses was $273,000 in the first three months of 2004 and $296,000 for the same time period in 2003. The provision was decreased primarily as a result of the higher quality of loans.

Table 3       ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

(000's omitted) Three Months Ended
March 31,
2004
Three Months Ended
March 31,
2003

Balance at Beginning of Period     $ 3,414   $ 3,184  

Charge-Offs:  
     Commercial, Financial and Agriculture    (3 )  (126 )
     Real Estate-Mortgage    0    0  
     Installment Loans to Individuals    (63 )  (181 )

         Total Charge-Offs    (66 )  (307 )
Recoveries:  
     Commercial, Financial and Agriculture    4    11  
     Real Estate-Mortgage    0    0  
     Installment Loans to Individuals    28    35  

         Total Recoveries    32    46  

Net Charge-Offs    (34 )  (261 )
Provision    273    296  

Addition from WMCB acquisition    1,159    0  

Balance at End of Period   $ 4,812   $ 3,219  

Ratio of Net Charge-Offs to Gross Loans    0.01 %  0.11 %


15



NON-INTEREST INCOME

Non-interest income increased during the three months ended March 31, 2004 as compared to the same period in 2003, primarily due to the increase in service charges on deposits, and an increase in other income and fees. Overall non-interest income was $1,611,000 for the three months ended March 31, 2004 compared to $1,575,000 for the same period in 2003. These figures represent an increase of 2.3%. The income statement provides a detailed breakdown of the components of non-interest income.

The most significant category of non-interest income is service charges on deposit accounts. These fees were $878,000 in the first three months of 2004 compared to $808,000 for the same period of 2003. This represents an increase of 8.7%. Increases are attributable to service charges from growth in core deposits and the continued success of the overdraft privilege product.

Gains on the sale of mortgage loans originated by the Banks and sold in the secondary market were $96,000 in the three months ended March 31, 2004 and $355,000 in the same period in 2003. In the first quarter of 2004 gain on the sale of mortgages decreased 73.0% over the same period in 2003. The decline resulted from the decline in residential mortgage refinance activity and lower new loan volumes due to the higher interest rates compared to the historically low market interest rates during the first quarter of 2003.

Trust income increased $46,000 (41.1%) in the first three months of 2004 compared to the same period in the prior year. The increase in fees is attributable to the increase in the average market value of assets under management and the addition of several new trust accounts within the Corporation’s Trust Department.

Gain on sale of securities decreased $12,000 in the first three months of 2004, due to the Banks not selling any securities in the first quarter of 2004. The Banks sold securities in the first quarter of 2003, which produced a gain of $12,000 this gain made up less than 1 percent of the 2003 first three months non–interest income.

Loss on sale of fixed assets decreased $2,000 in the first three months, due to the sale of equipment in of one of the Bank subsidiaries.

Other operating income increased $189,000 (65.6%) to $477,000 in the first three months of 2004 compared to $288,000 in the same time period in 2003. Other operating income increased due to the gain of $79,000 resulting from the surrender of insurance related to a terminated benefit plan, an insurance claim for damage to other real estate property in one of the Bank subsidiaries, increased cash surrender value of life insurance and the increase in debit and ATM income.


16



Non-Interest Expense

Total non-interest expense increased 14.9% to $3,795,000 in the three months ended March 31, 2004, compared with $3,303,000 in the same period of 2003. This increase was largely attributable to an increase in salaries and benefits expense and occupancy expenses.

Salary and benefit costs, Fentura’s largest non-interest expense category, were $2,076,000 in the first three months of 2004, compared with $1,836,000, or an increase of 13.1%, for the same time period in 2003 Increased costs were primarily a result of a modest salary increase for employees and an increase in employee benefit costs and modest staffing increases.

Occupancy expenses at $342,000 increased in the three months ended March 31, 2004 compared to the same period in 2003 by $49,000 or 16.7%. The increases were attributable to increases in facility repairs, an increase in rent due to the opening of the Grand Blanc executive office in November of 2003 and maintenance contracts expense.

During the three months ended March 31, 2004 furniture and equipment expenses were $413,000 compared to $359,000 for the same period in 2003, an increase of 15.0%. The increases in expenses were attributable to increases in equipment maintenance contracts and equipment depreciation.

Loan and collection expenses, at $79,000, were up $20,000 during the three months ended March 31, 2004 compared to the same time period in 2003. In the first quarter loan and collection expense increased 33.9% compared to the first quarter of 2003. The increase was primarily attributable to an increase in other loan expense relating to other real estate and increases in other loan costs.

Advertising expenses were $108,000 in the three months ended March 31, 2004, up 21.3% compared with $89,000 for the same period in 2003. The increases were primarily due to the increase in media, shareholder and promotional expenses.

Other operating expenses were $777,000 in the three months ended March 31, 2004 compared to $667,000 in the same time period in 2003, an increase of $110,000 or 16.5%. The increases were attributable to an increase in the amount of overdrawn deposit account charge-offs and an increase in other outside services and consulting expenses.


17



Financial Condition

Proper management of the volume and composition of the Corporation’s earning assets and funding sources is essential for ensuring strong and consistent earnings performance, maintaining adequate liquidity and limiting exposure to risks caused by changing market conditions. The Corporation’s securities portfolio is structured to provide a source of liquidity through maturities and to generate an income stream with relatively low levels of principal risk. The Corporation does not engage in securities trading. Loans comprise the largest component of earning assets and are the Corporation’s highest yielding assets. Customer deposits are the primary source of funding for earning assets while short-term debt and other sources of funds could be further utilized if market conditions and liquidity needs change.

On March 15, 2004, the Corporation acquired WMFC, as more fully described in Note 6. This transaction significantly increased the Corporation’s consolidated assets and liabilities, as compared to year-end 2003.

The Corporation’s total assets were $555 million at March 31, 2004 compared to December 31, 2003 total assets of $420 million. Loans comprised 66.5% of total assets at March 31, 2004 compared to 60.3% at December 31, 2003. Loans grew $114.0 million for the Corporation with $95.7 million due to the acquisition of West Michigan Financial Corporation. The loans for the other two subsidiary banks grew $18.3 million with commercial loans and real estate- construction loans leading the advance, which together grew $18.7 million while other loan categories experienced small decreases. The ratio of non-interest bearing deposits to total deposits was 15.4% at March 31, 2004 compared to 16.8% at December 31, 2003. Interest bearing deposit liabilities totaled $386 million at March 31, 2004 compared to $290 million at December 31, 2003. Total deposits increased $107.7 million with non-interest bearing demand deposits increasing $11.7 million and interest bearing deposits increasing $96.0 million due to the acquisition of West Michigan Financial Corporation. Short-term borrowings increased $1,233,000 due to the acquisition of West Michigan Financial Corporation. The Corporation assumed a note payable to a financial institution drawn by WMFC and secured by all of the stock of WMCB. This note had a balance of $3.2 million at March 31, 2004, bears interest at prime rate less.75% and matures on March 31, 2010. The Corporation paid this note off in full as of April 15, 2004. FHLB advance balances increased $21.0 million during the period due to the acquisition of West Michigan Financial Corporation. Repurchase agreement balances remained steady comparing the two periods. Repurchase agreements are instruments with deposit type characteristics, which are secured by bank securities. The repurchase agreements were leveraged against securities to increase net interest income.

Bank premises and equipment increased $4.8 million to $14.4 million at March 31, 2004 compared to $9.6 million at December 31, 2003. The increase was due to the acquisition of West Michigan Financial Corporation. The other bank subsidiaries’ fixed assets declined due to depreciation expense.

NON-PERFORMING ASSETS

Non-performing assets are assets that have more than a normal risk of loss and include loans on which interest accruals have ceased, loans that have been renegotiated, and real estate acquired through foreclosure. Past due loans are loans which are delinquent 90 days or more, but have not been placed on non-accrual status. Table 4 reflects the levels of these assets at March 31, 2004 and December 31, 2003.

Non-performing assets decreased at March 31, 2004 compared to December 31, 2003. This decrease was primarily due to a decrease in Other Real Estate and REO-in-Redemption, which decreased $134,000 in the first three months of 2004. One property comprised $599,000 of the decrease in the period. The majority of the properties are commercial and marketability is dependent on the real estate market. Non-performing loans increased slightly as compared to December 31, 2003 primarily due to the increase in non-accrual loans, which include one consumer loan that is $782,000 of the total. The Corporation provided $273,000 to the loan loss allowance in the first quarter.

The level and composition of non-performing assets are affected by economic conditions in the Corporation’s local markets. Non-performing assets, charge-offs, and provisions for loan losses tend to decline in a strong economy and increase in a weak economy, potentially impacting the Corporation’s operating results. In addition to non-performing loans, management carefully monitors other credits that are current in terms of principal and interest payments but, in management’s opinion, may deteriorate in quality if economic conditions change.


18



Table 4
Non-Performing Assets and Past Due Loans

March 31,
2004
December 31,
2003
Non-Performing Loans:            
     Loans Past Due 90 Days or More & Still  
         Accruing   $ 791   $ 47  
     Non-Accrual Loans    1,028    229  
     Renegotiated Loans    480    1,262  

         Total Non-Performing Loans    2,299    1,538  

Other Non-Performing Assets:  
     Other Real Estate    407    1,081  
     REO in Redemption    0    184  
     Other Non-Performing Assets    42    79  

         Total Other Non-Performing Assets    449    1,344  

Total Non-Performing Assets   $ 2,748   $ 2,882  

Non-Performing Loans as a % of  
     Total Loans    0.62 %  0.61 %
Allowance for Loan Losses as a % of  
     Non-Performing Loans    209.31 %  221.98 %
Accruing Loans Past Due 90 Days or  
     More to Total Loans    0.21 %  0.02 %
Non-performing Assets as a % of  
     Total Assets    0.50 %  0.69 %

LIQUIDITY AND INTEREST RATE RISK MANAGEMENT

Asset/Liability management is designed to assure liquidity and reduce interest rate risks. The goal in managing interest rate risk is to maintain a strong and relatively stable net interest margin. It is the responsibility of the Asset/Liability Management Committee (ALCO) to set policy guidelines and to establish short-term and long-term strategies with respect to interest rate exposure and liquidity. The ALCO, which is comprised of key members of management, meets regularly to review financial performance and soundness, including interest rate risk and liquidity exposure in relation to present and prospective markets, business conditions, and product lines. Accordingly, the committee adopts funding and balance sheet management strategies that are intended to maintain earnings, liquidity, and growth rates consistent with policy and prudent business standards.

Liquidity maintenance together with a solid capital base and strong earnings performance are key objectives of the Corporation. The Corporation’s liquidity is derived from a strong deposit base comprised of individual and business deposits. Deposit accounts of customers in the mature market represent a substantial portion of deposits of individuals. The Banks’ deposit base plus other funding sources (federal funds purchased, other liabilities and shareholders’ equity) provided primarily all funding needs in the first quarter of 2004. While these sources of funds are expected to continue to be available to provide funds in the future, the mix and availability of funds will depend upon future economic conditions. The Corporation does not foresee any difficulty in meeting its funding requirements.

The following table discloses information on the maturity of the Corporation’s contractual long-term obligations (in thousands):

Table 5 Total Less than 1 year 1 - 3 years 3-5 years More than 5 years

Short-term borrowings     $ 4,682   $ 1,482   $ 0   $ 0   $ 3,200  

FHLB Advances    22,108    12,000    4,000    5,000    1,108  

Repurchase agreements    12,500    2,500    5,000    5,000    0  

Subordinated debt    12,000    0    0    0    12,000  

Operating leases    646    228    318    100    0  

Total   $ 51,936   $ 16,210   $ 9,318   $ 10,100   $ 16,308  


19



Primary liquidity is provided through short-term investments or borrowings (including federal funds sold and purchased) while the securities portfolio provides secondary liquidity. The securities portfolio has increased $3.3 million due to the acquisition of West Michigan Financial Corporation, which added $24.5 million of securities. The other subsidiaries securities portfolios decreased $21.2 million since December 31, 2003 due to the calls of securities and the increase in loan demand. The Corporation has decided to invest the excess funds in the security or loan portfolio to increase yield and income versus keeping the excess funds in federal funds sold at a lower yield. As of March 31, 2004 federal funds sold represented less than 1 percent of total assets, which is about the same when compared to December 31, 2003. The Corporation regularly monitors liquidity to ensure adequate cash flows to cover unanticipated reductions in the availability of funding sources.

Interest rate risk is managed by controlling and limiting the level of earnings volatility arising from rate movements. The Corporation entered into a leverage strategy in the second quarter of 2003, which was purchasing securities funded by repurchase agreements. This strategy helped leverage more capital of the Corporation and limit volatility if interest rates dropped further. The Corporation regularly performs reviews and analysis of those factors impacting interest rate risk. Factors include maturity and re-pricing frequency of balance sheet components, impact of rate changes on interest margin and prepayment speeds, market value impacts of rate changes, and other issues. Both actual and projected performance are reviewed, analyzed, and compared to policy and objectives to assure present and future financial viability.

As indicated in the statement of cash flows, cash provided by financing activities was $7,100,000 in the first three months of 2004 due to the increase in deposits. Comparatively, in the first three months of 2003, cash provided in financing activities was $5,658,000 because of increases in deposits. Cash used in investing activities was $7,072,000 during the first three months of 2004. Cash flow used in investing activities decreased for the first three months of 2004 primarily because of the acquisition of West Michigan Financial Corporation and an increase in loan demand.

CAPITAL MANAGEMENT

Total shareholders’ equity increased 1.8% to $41,607,000 at March 31, 2004 compared with $40,882,000 at December 31, 2003. The Corporation’s equity to asset ratio was 7.5% at March 31, 2004 and 9.7% at December 31, 2003. The increase in the amount of capital resulted primarily from the net income from the Corporation, partially offset by dividends declared.

As indicated on the balance sheet at December 31, 2003 the Corporation had an accumulated other comprehensive loss of $125,000 compared to accumulated other comprehensive income at March 31, 2004 of $248,000. The increase from a loss position to an income position is attributable to the fluctuation of the market price of securities held in the available for sale portfolio.

The Corporation issued trust preferred securities in the fourth quarter of 2003 to help fund the acquisition of West Michigan Financial Corporation. The Corporation acquired West Michigan Financial Corporation in Hudsonville, Michigan, on March 15, 2004, following approval by West Michigan Financial Corporation shareholders and receipt of regulatory approvals.

West Michigan Financial Corporation was a one-bank holding company for West Michigan Community Bank, which became the third affiliate bank owned by Fentura Financial, Inc.

Regulatory Capital Requirements

Bank holding companies and their bank subsidiaries are required by banking industry regulators to maintain certain levels of capital. These are expressed in the form of certain ratios. These ratios are based on the degree of credit risk in the Corporation’s assets. All assets and off-balance sheet items such as outstanding loan commitments are assigned risk factors to create an overall risk-weighted asset total. Capital is separated into two levels, Tier I capital (essentially total common shareholders’ equity plus qualifying cumulative preferred securities (limited to 33% of common equity), less goodwill) and Tier II capital (essentially the allowance for loan losses limited to 1.25% of gross risk-weighted assets). Capital levels are then measured as a percentage of total risk weighted assets. The regulatory minimum for Tier I capital to risk weighted assets is 4% and the minimum for Total capital (Tier I plus Tier II) to risk weighted assets is 8%. The Tier I leverage ratio measures Tier I capital to average assets and must be a minimum of 3%. As reflected in Table 6, at March 31, 2004 and at December 31, 2003, the Corporation was well in excess of the minimum capital and leverage requirements necessary to be considered a “well capitalized” banking company.


20



The FDIC has adopted a risk-based insurance premium system based in part on a bank’s capital adequacy. Under this system a depository institution is classified as well capitalized, adequately capitalized, or undercapitalized according to its regulatory capital levels. Subsequently, a financial institution’s premium levels are based on these classifications and its regulatory supervisory rating (the higher the classification the lower the premium). It is the Corporation’s goal to maintain capital levels sufficient to retain a designation of “well capitalized.”

Table 6

Capital Ratios
Regulatory Minimum Fentura Financial, Inc.
For "Well Capitalized" March 31,
2004
December 31,
2003
March 31,
2003

Total Capital to risk
                   
     Weighted assets    10 %  11.32 %  18.00 %  15.02 %
Tier 1 Capital to risk  
     Weighted assets    6 %  10.22 %  16.90 %  13.89 %
Tier 1 Capital to average  
     Assets    5 %  9.91 %  14.00 %  11.48 %

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information concerning quantitative and qualitative disclosures about market risk contained on page 47 in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, is here incorporated by reference.

Fentura Financial, Inc. faces market risk to the extent that both earnings and the fair value of its financial instruments are affected by changes in interest rates. The Corporation manages this risk with static GAP analysis and has begun simulation modeling. For the first three months of 2004, the results of these measurement techniques were within the Corporation’s policy guidelines. The Corporation does not believe that there has been a material change in the nature of the Corporation’s primary market risk exposures, including the categories of market risk to which the Corporation is exposed and the particular markets that present the primary risk of loss to the Corporation, or in how those exposures have been managed in 2004 compared to 2003.

The Corporation’s market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships in the future will be primarily determined by market factors, which are outside of the Corporation’s control. All information provided in this section consists of forward-looking statements. Reference is made to the section captioned “Forward Looking Statements” in this quarterly report for a discussion of the limitations on the Corporation’s responsibility for such statements.

INTEREST RATE SENSITIVITY MANAGEMENT

Interest rate sensitivity management seeks to maximize net interest income as a result of changing interest rates, within prudent ranges of risk. The Corporation attempts to accomplish this objective by structuring the balance sheet so that re-pricing opportunities exist for both assets and liabilities in roughly equivalent amounts at approximately the same time intervals. Imbalances in these re-pricing opportunities at any point in time constitute a bank’s interest rate sensitivity. The Corporation currently does not utilize derivatives in managing interest rate risk.

An indicator of the interest rate sensitivity structure of a financial institution’s balance sheet is the difference between rate sensitive assets and rate sensitive liabilities, and is referred to as “GAP.”

Table 7 sets forth the distribution of re-pricing of the Corporation’s earning assets and interest bearing liabilities as of March 31, 2004, the interest rate sensitivity GAP, as defined above, the cumulative interest rate sensitivity GAP, the interest rate sensitivity GAP ratio (i.e. interest rate sensitive assets divided by interest rate sensitive liabilities) and the cumulative sensitivity GAP ratio. The table also sets forth the time periods in which earning assets and liabilities will mature or may re-price in accordance with their contractual terms.


21



Table 7                GAP ANALYSIS MARCH 31, 2004

(000's Omitted) Within
Three
Months
Three
Months to
One Year
One to
Five
Years
After
Five
Years
Total

Earning Assets:                        
    Federal Funds Sold   $ 2,632   $ 0   $ 0   $ 0   $ 2,632  
    Securities    26,294    23,435    36,973    42,563    129,265  
    Loans    208,348    35,195    73,852    49,892    367,287  
      Loans Held for Sale    1,790    0    0    0    1,790  
    FHLB Stock    2,180    0    0    0    2,180  

       Total Earning Assets   $ 241,244   $ 58,630   $ 110,825   $ 92,455   $ 503,154  

Interest Bearing Liabilities:  
    Interest Bearing Demand Deposits   $ 103,901   $ 0   $ 0   $ 0   $ 103,901  
    Savings Deposits    148,908    0    0    0    148,908  
    Time Deposits Less than $100,000    12,619    30,861    43,575    4,108    91,163  
    Time Deposits Greater than $100,000    14,932    11,805    14,202    765    41,704  
      Short term borrowings    4,682    0    0    0    4,682  
      Other Borrowings    10,015    2,000    7,045    3,048    22,108  
      Repurchase agreements    0    2,500    10,000    0    12,500  
    Subordinated debentures    12,000    0    0    0    12,000  

       Total Interest Bearing Liabilities   $ 307,057   $ 47,166   $ 74,822   $ 7,921   $ 436,966  

Interest Rate Sensitivity GAP    ($65,813 ) $ 11,464   $ 36,003   $ 84,534   $ 66,188  
Cumulative Interest Rate  
    Sensitivity GAP    ($65,813 )  ($54,349 )  ($18,346 ) $ 66,188  
Interest Rate Sensitivity GAP     (0.79)   1.24   1.48   11.67
Cumulative Interest Rate  
    Sensitivity GAP Ratio     (0.79)   (0.85)   (0.96)   1.15

As indicated in Table 7, the short-term (one year and less) cumulative interest rate sensitivity gap is positive. Accordingly, if market interest rates increase, this positive gap position would have a short-term positive impact on interest margin. Conversely, if market rates continue to decline this should theoretically have a short-term negative impact. However, gap analysis is limited and may not provide an accurate indication of the impact of general interest rate movements on the net interest margin since the re-pricing of various categories of assets and liabilities is subject to the Corporation’s needs, competitive pressures, and the needs of the Corporation’s customers. In addition, various assets and liabilities indicated as re-pricing within the same period may in fact re-price at different times within such period and at different rate volumes. These limitations are evident when considering the Corporation’s Gap position at March 31, 2004 and the change in net interest margin for the three months ended March 31, 2004 compared to the same time period in 2003. At March 31, 2003 the Corporation was negatively gapped through one year and since that time interest rates have declined further, yet net interest margin decreased when the first three months of 2004 is compared to the same period in 2003. This occurred because certain deposit categories, specifically interest bearing demand and savings deposits, repriced at the same time but not at the same level as the asset portfolios resulting in a decrease in net interest margin. Additionally, simulation modeling, which measures the impact of upward and downward movements of interest rates on interest margin and the market value of equity, indicates that an upward movement of interest rates would not significantly impact net interest income.


22



FORWARD LOOKING STATEMENTS

This report includes “forward-looking statements” as that term is used in the securities laws. All statements regarding our expected financial position, business and strategies are forward-looking statements. In addition, the words “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends,” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. The presentation and discussion of the provision and allowance for loan losses and statements concerning future profitability or future growth or increases, are examples of inherently forward looking statements in that they involve judgments and statements of belief as to the outcome of future events. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and our future prospects include, but are not limited to, changes in: interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in our market area and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning us and our business, including additional factors that could materially affect our financial results, is included in our other filings with the Securities and Exchange Commission.

ITEM 4: CONTROLS AND PROCEDURES

(a)  

Evaluation of Disclosure Controls and Procedures. The Corporation’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Form 10-Q Quarterly Report, have concluded that the Corporation’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Corporation would be made known to them by others within the Corporation, particularly during the period in which this Form 10-Quarterly Report was being prepared.


(b)  

Changes in Internal Controls. During the period covered by this report, there have been no changes in the Corporation’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Corporation’s internal control over financial reporting.



23



PART II — OTHER INFORMATION

Item 1.    Legal Proceedings. — None

Item 2.     Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announce Plan Maximum Number of Shares That May Yet Be Purchased Under the Plan
January 1, 2004      0    0    0    0  
January 31, 2004    0    0    0    0  
February 1, 2004    0    0    0    0  
February 29, 2004    0    0    0    0  
March 1, 2004    0    0    0    0  
March 31, 2004    3,421   $ 33.8 5  3,421    0  

Item 3.    Defaults Upon Senior Securities. — None

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

Item 5.    Other Information. - The Audit Committee of the Board of Directors approved the categories of all non-audit services performed by the Registrant's independent accountants during the period covered by this report.

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

  (a)   Exhibits

    31.1    Certificate of the President and Chief Executive Officer of Fentura Financial, Inc. pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    

    31.2    Certificate of the Chief Financial Officer of Fentura Financial, Inc. pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    32.1   Certificate of the Chief Executive Officer of Fentura Financial, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    32.2   Certificate of the Chief Financial Officer of Fentura Financial, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  (b)   Reports on 8-K

  Report on Form 8-K dated January 16, 2004, submitting press release announcing fourth quarter and full year 2003 operating results.

  Report on Form 8-K dated March 15, 2004, announcing the completion of the acquisition of West Michigan Financial Corporation and filing a copy of the merger agreement.


24



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.

Fentura Financial, Inc.
 
 
Dated: May 12, 2004     /s/ Donald L. Grill
Donald L. Grill
President & CEO
   
 
 
Dated: May 12, 2004     /s/ Douglas J. Kelley
Douglas J. Kelley
Chief Financial Officer
   

25



EXHIBIT INDEX

  Exhibit   Description

  31.1   Certificate of the President and Chief Executive Officer of Fentura Financial, Inc. pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2   Certificate of the Chief Financial Officer of Fentura Financial, Inc. pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1   Certificate of the Chief Executive Officer of Fentura Financial, Inc. pursuant to 18 U.S.C. Section 1350 , as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  32.2   Certificate of the Chief Financial Officer of Fentura Financial, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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Exhibit 31.1

I, Donald L. Grill, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Fentura Financial, Inc.;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:


(a)  

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)  

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(c)  

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)  

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)  

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting;


Dated: May 12, 2004     /s/ Donald L. Grill
Donald L. Grill
Chief Executive Officer
   

27



Exhibit 31.2

I, Douglas J. Kelley, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Fentura Financial, Inc.;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:


(a)  

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)  

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(c)  

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)  

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)  

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting;


Dated: May 12, 2004     /s/ Douglas J. Kelley
Douglas J. Kelley
Chief Financial Officer
   

28



Exhibit 32.1

I, Donald L. Grill, Chief Executive Officer of Fentura Financial Inc. certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)

the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and


(2)

the information contained in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 fairly presents, in all material respects, the financial condition and results of operations of Fentura Financial, Inc.


Dated: May 12, 2004     /s/ Donald L. Grill
Donald L. Grill
Chief Executive Officer
   

29



Exhibit 32.2

I, Douglas J. Kelley, Chief Financial Officer of Fentura Financial, Inc. certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)

the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and


(2)

the information contained in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 fairly presents, in all material respects, the financial condition and results of operations of Fentura Financial, Inc.


Dated: May 12, 2004     /s/ Douglas J. Kelley
Douglas J. Kelley
Chief Financial Officer
   

30