FENTURA FINANCIAL, INC. FORM 8-K/A





SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K/A


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): October 17, 2003

FENTURA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)


Michigan
(State or other
jurisdiction of
incorporation)
000-23550
(Commission
File Number)
38-2806518
(IRS Employer
Identification no.)
     
175 North Leroy Street
P.O. Box 725
Fenton, Michigan

(Address of principal executive office)
  48430-0725
(Zip Code)
     
  Registrant's telephone number,
including area code: (810) 629-2263
 







The purpose of this amendment is to file corrected versions of the exhibits. The exhibits previously filed inadvertently did not conform to the press release as issued and the report sent to the shareholders.

Item 7.         Financial Statements and Exhibits.

               Exhibit

               99.1     Press release dated October 17, 2003.

               99.2     Report to Shareholders dated October 17, 2003.

Item 12.         Results of Operations.

               On October 17, 2003, Fentura Financial, Inc. issued a press release announcing third quarter earnings. A copy of the press release is attached as Exhibit 99.1.

               On October 17, 2003, Fentura Financial, Inc. sent a third quarter report to their shareholders. A copy of that report is attached as Exhibit 99.2.

               The information in this Form 8-K and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.








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SIGNATURE


        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.

Dated:   October 22, 2003 FENTURA FINANCIAL, INC.
(Registrant)


  By: /s/ Donald L. Grill
Name: Donald L. Grill
Title:  President and Chief Operating Officer










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EXHIBIT INDEX


Exhibit 99.1 Press Release Dated October 17, 2003.
 
Exhibit 99.2 Report to Shareholders dated October 17, 2003











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EXHIBIT 99.1



FENTURA FINANCIAL, INC.
P.O. BOX 725
FENTON, MI 48430-0725

Contact: Donald L. Grill
The State Bank
(810) 714-3985

October 17, 2003


For Immediate Release


FENTURA FINANCIAL, INC. ANNOUNCES THIRD QUARTER 2003 RESULTS


        Fentura Financial, Inc. announced third quarter earnings of $1,167,000 or $0.68 per share, an increase of $240,000 or 25.9% over the $927,000 achieved during the third quarter of 2002. On a year-to-date basis, Fentura income of $2,898,000 or $1.69 per share reflects a 26.2% increase over the $2,296,000 achieved through the third quarter of 2002.

        The earnings increase for the quarter and on a year-to-date basis reflects continued improvement in net interest income and a substantial increase in non interest income. Deposit account revenue and gains from the sale of residential mortgage loans sold into the secondary market were the primary source for the improvement in non interest income for the quarter and on a year-to-date basis.

        At the September quarter end, total assets reached $424,890,000, an increase of $96,813,000 over the level reported at September 30, 2002. Non interest bearing deposits increased more than $10,000,000 while total deposits increased approximately $83,944,000. The total deposit increase included a $22,000,000 temporary municipal deposit which is not expected to remain with the bank long term. Total loans increased approximately $15,000,000 over the prior year with most of the growth occurring in the commercial loan portfolio. The remaining funding increase was allocated to the investment portfolios of the subsidiary banks.


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Page 2

        Fentura Financial, Inc. is a financial holding company headquartered in Fenton, Michigan. Affiliates include The State Bank with offices serving Fenton, Linden, Holly and Grand Blanc; and Davison State Bank with offices serving the Davison area. Fentura Financial, Inc. shares are publicly traded “over the counter” under the “FETM” trading symbol.

# # #








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Letter to Shareholders

        I am pleased to report third quarter earnings of $1,167,000 or $0.68 per share, an increase of $240,000 or 25.9% over the $927,000 achieved during the third quarter of 2002. On a year-to-date basis, Fentura income of $2,898,000 or $1.69 per share reflects a 26% increase over the $2,296,000 achieved in the same quarter of 2002.

        The earnings increase for the quarter and on a year-to-date basis reflects continued improvement in net interest income and a substantial increase in non interest income. Deposit account revenue and gains from the sale of residential mortgage loans sold into the secondary market were the primary source for the improvement in non interest income for the quarter and on a year-to-date basis.

        At the September quarter end, total assets reached $424,890,000, an increase of $96,813,000 over the level reported at September 30, 2002. Non interest bearing deposits increased more than $10,000,000 while total deposits increased approximately $83,944,000. The total deposit increase included a $22,000,000 temporary municipal deposit which is not expected to remain with the bank long term. Total loans increased approximately $15,000,000 over the prior year with most of the growth occurring in the commercial loan portfolio. The remaining funding increase was allocated to the investment portfolios of the subsidiary banks.

        We are particularly pleased with the deposit growth achieved at both The State Bank and Davison State Bank during the past year. Surpassing $400,000,000 in total assets represented achievement of another major milestone for Fentura. Davison State Bank is rapidly approaching $50,000,000 in total assets and the two new Grand Blanc offices established by The State Bank are both surpassing original growth projections. Additionally, The State Bank plans to open a new Grand Blanc Loan Production Office during the forth quarter of 2003.

        We are optimistic about improving trends in the economy and our future performance as we proceed into the fourth quarter and move into 2004.

        As always, we appreciate your continued support of The State Bank, Davison State Bank and Fentura Financial, Inc.

Donald L. Grill
President and CEO


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Consolidated Statement of Income
Three Months Ended September 30
(Unaudited)

(000’s omitted)
 
INTEREST INCOME   2003     2002  
Interest and fees on loans $ 3,925   $ 4,024  
Interest and dividends on securities:
  Taxable   587     247  
  Tax-exempt   175     167  
Interest on short-term securities   86     116  
 

  Total interest income   4,773     4,554  
 
INTEREST EXPENSE
Deposits   1,368     1,375  
Borrowings   81     25  
 

  Total interest expense   1,449     1,400  
 

 
NET INTEREST INCOME   3,324     3,154  
Provision for loan losses   122     107  
 

  Net interest income after
  provision for loan losses   3,202     3,047  
 
NONINTEREST INCOME
Service charges on deposit accounts   964     661  
Trust income   140     147  
Gain on sale of loans   373     270  
Other operating income   330     311  
Investment gains   -     -  
 

    1,807     1,389  
 
NONINTEREST EXPENSE
Salaries and benefits   1,818     1,665  
Occupancy of bank premises   275     267  
Equipment expense   365     376  
Other operating expenses   967     794  
 

  Total non interest expense   3,425     3,102  
 

 
NET INCOME BEFORE TAXES
    1,584     1,334  
Applicable income taxes   417     407  
 

NET INCOME $ 1,167   $ 927  
 

Per share amounts:
  Net income - basic $ 0.68   $ 0.53  
  Net income - diluted $ 0.68   $ 0.53  


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Consolidated Statement of Income
Nine Months Ended September 30
(Unaudited)

(000’s omitted)
 
INTEREST INCOME   2003     2002  
Interest and fees on loans $ 11,827   $ 11,909  
Interest and dividends on securities:
  Taxable   1,247     781  
  Tax-exempt   515     468  
Interest on short-term securities   147     261  
 

  Total interest income   13,736     13,419  
 
INTEREST EXPENSE
Deposits   3,957     4,259  
Borrowings   131     75  
 

  Total interest expense   4,088     4,334  
 

 
NET INTEREST INCOME   9,648     9,085  
Provision for loan losses   1,086     209  
 

  Net interest income after
  provision for loan losses   8,562     8,876  
 
NONINTEREST INCOME
Service charges on deposit accounts   2,706     1,808  
Trust income   373     426  
Gain on sale of loans   1,161     562  
Other operating income   1,164     817  
Investment gains   31     -  
 

    5,435     3,613  
 
NONINTEREST EXPENSE
Salaries and benefits   5,416     4,979  
Occupancy of bank premises   836     788  
Equipment expense   1,088     1,122  
Other operating expenses   2,753     2,334  
 

  Total non interest expense   10,093     9,223  
 

 
NET INCOME BEFORE TAXES
    3,904     3,266  
Applicable income taxes   1,006     970  
 

NET INCOME $ 2,898   $ 2,296  
 

Per share amounts:
  Net income - basic $ 1.69   $ 1.32  
  Net income - diluted $ 1.69   $ 1.32  


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Consolidated Statement of Condition
September 30
Unaudited

(000’s omitted)
 
ASSETS   2003     2002  
Cash and due from banks $ 18,989   $ 18,707  
Federal funds sold  25,250    25,900  
 

  Total cash and cash equivalents 44,239  44,607  
 
Securities available for sale, at fair value  112,255    29,469  
Securities held to maturity (fair value of $12,063 at Sept 30, 2003 and $13,059 at Sept. 30, 2002)  11,692    12,613  
 

  Total securities  123,947    42,082  
 
Loans held for sale  2,174    3,477  
 
Commercial loans  164,449    150,167  
Consumer loans  54,486    59,445  
Real estate loans  17,275    11,517  
 

  Total loans  236,210    221,129  
  Less: Allowance for loan losses  (3,244 )  (3,133 )
 

Net loans  232,966    217,996  
 
Bank premises and equipment  9,271    9,310  
Accrued interest receivable  1,845    1,597  
Other assets  10,448    9,008  
 

  Total assets $ 424,890   $ 328,077  
 

LIABILITIES
NonInterest bearing deposits $ 57,791   $ 47,087  
Interest bearing deposits  309,603    236,363  
 

   Total deposits  367,394    283,450  
 
Short-term borrowings  13,917    -  
Other borrowings  11,108    2,628  
Accrued taxes, interest and other liabilities  2,033    2,628  
 

   Total liabilities  384,452    288,702  
 

 
STOCKHOLDERS’ EQUITY
Common stock - 1,705,374 issued (1,725,589 in 2002)  29,671    30,350  
Retained earnings  10,711    8,776  
Accumulated other comprehensive income  56    249  
 

   Total stockholders’ equity  40,438    39,375  
 

Total liabilities and stockholder’s equity $ 424,890   $ 328,077  
 




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Financial Highlights
Six Months Ended September 30
Unaudited

(000's omitted)
  2003 2002 % Change
Net Income $   2,898 $   2,296 26.22%
Return on average total equity 9.58% 7.81% 22.66%
Return on average assets 1.05% 0.99% 6.06%
Net interest margin 4.02% 4.50% -10.67%
Efficiency ratio 66.92% 72.08% -7.16%
 
Per common share:
Net Income basic $1.69 $1.32 28.-3%
Net Income diluted $1.69 $1.32 28.03%
Book value $23.71 $22.82 3.90%
Market price (last trade) $33.85 $32.00 5.87%


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