UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended September 30, 2017March 31, 2022

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 checkmarkcheck mark 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 ☒        No ☐

 

Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒        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, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer 

Smaller reporting company ☒

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  Yes ☐  No  

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock

COFS

NASDAQ Capital Market

As of October 31, 2017,April 30, 2022, the RegistrantRegistrant had outstanding 3,451,9877,493,521 shares of common stock.

 



 


 

PART I.  FINANCIAL INFORMATION

 

Item 1.Financial Statements.

 

ChoiceOne Financial Services, Inc.

CONSOLIDATED BALANCE SHEETS

 

  

March 31,

  

December 31,

 

(Dollars in thousands)

 

2022

  

2021

 
  

(Unaudited)

  

(Audited)

 

Assets

        

Cash and due from banks

 $89,626  $31,537 

Time deposits in other financial institutions

  350   350 

Cash and cash equivalents

  89,976   31,887 
         

Equity securities, at fair value (Note 2)

  8,282   8,492 

Securities available for sale, at fair value (Note 2)

  641,048   1,098,885 

Securities held to maturity (Note 2)

  429,918   0 

Federal Home Loan Bank stock

  3,493   3,824 

Federal Reserve Bank stock

  5,064   5,064 

Loans held for sale

  13,450   9,351 

Loans to other financial institutions

  0   42,632 

Loans (Note 3)

  1,027,406   1,016,848 

Allowance for loan losses (Note 3)

  (7,601)  (7,688)

Loans, net

  1,019,805   1,009,160 
         

Premises and equipment, net

  29,678   29,880 

Other real estate owned, net

  172   194 

Cash value of life insurance policies

  43,520   43,356 

Goodwill

  59,946   59,946 

Core deposit intangible

  3,660   3,962 

Other assets

  28,766   20,049 

Total assets

 $2,376,778  $2,366,682 
         

Liabilities

        

Deposits – noninterest-bearing

 $565,657  $560,931 

Deposits – interest-bearing

  1,579,944   1,491,363 

Total deposits

  2,145,601   2,052,294 

Borrowings

  0   50,000 

Subordinated debentures

  35,078   35,017 

Other liabilities

  4,981   7,702 

Total liabilities

  2,185,660   2,145,013 
         

Shareholders' Equity

        

Preferred stock; shares authorized: 100,000; shares outstanding: none

  0   0 

Common stock and paid-in capital, no par value; shares authorized: 12,000,000; shares outstanding: 7,489,812 at March 31, 2022 and 7,510,379 at December 31, 2021

  171,492   171,913 

Retained earnings

  55,988   52,332 

Accumulated other comprehensive loss, net

  (36,362)  (2,576)

Total shareholders’ equity

  191,118   221,669 

Total liabilities and shareholders’ equity

 $2,376,778  $2,366,682 

  September 30,  December 31, 
(Dollars in thousands) 2017  2016 
  (Unaudited)  (Audited) 
Assets      
Cash and due from banks $12,725  $14,809 
         
Securities available for sale (Note 2)  173,306   174,388 
Federal Home Loan Bank stock  1,994   1,994 
Federal Reserve Bank stock  1,573   1,573 
         
Loans held for sale  2,378   1,974 
Loans to other financial institutions  13,293    
Loans (Note 3)  394,090   369,000 
Allowance for loan losses (Note 3)  (4,216)  (4,277)
Loans, net  389,874   364,723 
         
Premises and equipment, net  12,271   12,588 
Cash surrender value of life insurance policies  14,415   14,117 
Goodwill  13,728   13,728 
Other assets  6,495   7,477 
Total assets $642,052  $607,371 
         
Liabilities        
Deposits – noninterest-bearing $136,542  $127,611 
Deposits – interest-bearing  389,296   384,775 
Total deposits  525,838   512,386 
         
Federal funds purchased  2,650    
Repurchase agreements  3,794   7,913 
Advances from Federal Home Loan Bank  30,276   12,301 
Other liabilities  3,188   3,073 
Total liabilities  565,746   535,673 
         
Shareholders’ Equity        
Common stock and paid in capital, no par value; shares authorized: 7,000,000; shares outstanding: 3,451,445 at September 30, 2017 and 3,277,944 at December 31, 2016  50,307   46,299 
Retained earnings  25,281   25,997 
Accumulated other comprehensive income (loss), net  718   (598)
Total shareholders’ equity  76,306   71,698 
Total liabilities and shareholders’ equity $642,052  $607,371 

See accompanying notes to interim consolidated financial statements. 

2

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

  

Three Months Ended

 

(Dollars in thousands, except per share data)

 

March 31,

 
  

2022

  

2021

 

Interest income

        

Loans, including fees

 $12,298  $12,682 

Securities:

        

Taxable

  3,507   1,856 

Tax exempt

  1,655   1,097 

Other

  14   20 

Total interest income

  17,474   15,655 
         

Interest expense

        

Deposits

  783   880 

Advances from Federal Home Loan Bank

  1   1 

Other

  369   86 

Total interest expense

  1,153   967 
         

Net interest income

  16,321   14,688 

Provision for loan losses

  0   250 

Net interest income after provision for loan losses

  16,321   14,438 
         

Noninterest income

        

Customer service charges

  2,189   1,920 

Insurance and investment commissions

  205   273 

Gains on sales of loans

  804   2,146 

Net gains on sales of securities

  0   1 

Net gains on sales and write downs of other assets

  171   5 

Earnings on life insurance policies

  280   186 

Trust income

  178   172 

Change in market value of equity securities

  (356)  608 

Other

  374   289 

Total noninterest income

  3,845   5,600 
         

Noninterest expense

        

Salaries and benefits

  7,606   7,168 

Occupancy and equipment

  1,625   1,555 

Data processing

  1,744   1,429 

Professional fees

  510   729 

Supplies and postage

  191   100 

Advertising and promotional

  132   145 

Intangible amortization

  282   307 

FDIC insurance

  225   152 

Other

  1,375   943 

Total noninterest expense

  13,690   12,528 
         

Income before income tax

  6,476   7,510 

Income tax expense

  948   1,272 
         

Net income

 $5,528  $6,238 
         

Basic earnings per share (Note 4)

 $0.74  $0.80 

Diluted earnings per share (Note 4)

 $0.74  $0.80 

Dividends declared per share

 $0.25  $0.22 

See accompanying notes to interim consolidated financial statements. 

3

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

  

Three Months Ended

 

(Dollars in thousands)

 

March 31,

 
  

2022

  

2021

 

Net income

 $5,528  $6,238 
         

Other comprehensive income:

        

Changes in net unrealized gains on investment securities available for sale, net of tax (benefit)/expense of ($8,981) and ($3,560) for the three months ended March 31, 2022 and March 31, 2021, respectively.

  (33,786)  (13,393)
         

Reclassification adjustment for realized (gain) loss on sale of investment securities available for sale included in net income, net of tax expense (benefit) of $0 and $0 for the three months ended March 31, 2022 and March 31, 2021, respectively.

  0   (1)
         

Other comprehensive income (loss), net of tax

  (33,786)  (13,394)
         

Comprehensive income (loss)

 $(28,258) $(7,156)

See accompanying notes to interim consolidated financial statements. 

4

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

For the three months ended March 31,

              

Accumulated

     
      

Common

      

Other

     
      

Stock and

      

Comprehensive

     
  

Number of

  

Paid in

  

Retained

  

Income/(Loss),

     

(Dollars in thousands, except per share data)

 

Shares

  

Capital

  

Earnings

  

Net

  

Total

 
                     

Balance, January 1, 2021

  7,796,352  $178,750  $37,490  $11,028  $227,268 
                     

Net income

      0   6,238   0   6,238 

Other comprehensive loss

      0   0   (13,394)  (13,394)

Shares issued

  4,732   175   0   0   175 

Effect of employee stock purchases

  1,201   4   0   0   4 

Stock-based compensation expense

  -   64   0   0   64 

Cash dividends declared ($0.22 per share)

      0   (1,716)  0   (1,716)
                     

Balance, March 31, 2021

  7,802,285  $178,993  $42,012  $(2,366) $218,639 
                     
                     

Balance, January 1, 2022

  7,510,379  $171,913  $52,332  $(2,576) $221,669 
                     

Net income

      0   5,528   0   5,528 

Other comprehensive loss

      0   0   (33,786)  (33,786)

Shares issued

  5,332   133   0   0   133 

Effect of employee stock purchases

  0   7   0   0   7 

Stock-based compensation expense

      121   0   0   121 

Shares repurchased

  (25,899)  (682)  0   0   (682)

Cash dividends declared ($0.25 per share)

      0   (1,872)  0   (1,872)
                     

Balance, March 31, 2022

  7,489,812  $171,492  $55,988  $(36,362) $191,118 

See accompanying notes to interim consolidated financial statements. 

5

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

  

Three Months Ended

 

(Dollars in thousands)

 

March 31,

 
  

2022

  

2021

 

Cash flows from operating activities:

        

Net income

 $5,528  $6,238 

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

        

Provision for loan losses

  0   250 

Depreciation

  672   646 

Amortization

  2,673   1,949 

Compensation expense on employee and director stock purchases, stock options, and restricted stock units

  226   214 

Net gains on sales of securities

  0   (1)

Net change in market value of equity securities

  356   (608)

Gains on sales of loans

  (804)  (2,146)

Loans originated for sale

  (29,531)  (72,727)

Proceeds from loan sales

  25,896   68,637 

Earnings on bank-owned life insurance

  (280)  (186)

Proceeds from BOLI policy

  130   0 

Earnings on death benefit from bank-owned life insurance

  (14)  0 

(Gains)/losses on sales of other real estate owned

  (41)  (4)

Proceeds from sales of other real estate owned

  235   270 

Deferred federal income tax (benefit)/expense

  248   506 

Net change in:

        

Other assets

  173   (3,952)

Other liabilities

  (2,665)  3,124 

Net cash provided by operating activities

  2,802   2,210 
         

Cash flows from investing activities:

        

Maturities, prepayments and calls of securities available for sale

  13,157   12,918 

Maturities, prepayments and calls of securities held to maturity

  1,078   0 

Purchases of securities available for sale

  (28,197)  (179,221)

Purchases of securities held to maturity

  (3,160)  0 

Proceeds from redemption of Federal Home Loan Bank stock

  331   0 

Loan originations and payments, net

  31,816   63,084 

Additions to premises and equipment

  (526)  (1,038)

Net cash provided by (used in) investing activities

  14,499   (104,257)
         

Cash flows from financing activities:

        

Net change in deposits

  93,307   165,386 

Net change in short term borrowings

  (50,000)  (5,843)

Issuance of common stock

  35   29 

Repurchase of common stock

  (682)  0 

Cash dividends

  (1,872)  (1,716)

Net cash provided by financing activities

  40,788   157,856 
         

Net change in cash and cash equivalents

  58,089   55,809 

Beginning cash and cash equivalents

  31,887   79,519 
         

Ending cash and cash equivalents

 $89,976  $135,328 
         

Supplemental disclosures of cash flow information:

        

Cash paid for interest

 $1,413  $1,021 

Cash paid for income taxes

  0   0 

Loans transferred to other real estate owned

  172   123 

 

See accompanying notes to interim consolidated financial statements.

 


6

 

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

  Three Months Ended  Nine Months Ended 
(Dollars in thousands, except per share data) September 30,  September 30, 
  2017  2016  2017  2016 
Interest income                
Loans, including fees $4,592  $4,210  $13,157  $12,293 
Securities:                
Taxable  651   594   1,935   1,731 
Tax exempt  355   358   1,068   1,088 
Other  26   5   50   14 
Total interest income  5,624   5,167   16,210   15,126 
                 
Interest expense                
Deposits  320   190   860   599 
Advances from Federal Home Loan Bank  62   44   169   119 
Other  3   2   10   7 
Total interest expense  385   236   1,039   725 
                 
Net interest income  5,239   4,931   15,171   14,401 
Provision for loan losses  95      120    
                 
Net interest income after provision for loan losses  5,144   4,931   15,051   14,401 
                 
Noninterest income                
Customer service charges  1,058   1,030   3,081   3,020 
Insurance and investment commissions  260   290   760   740 
Gains on sales of loans  355   508   920   1,345 
Gains on sales of securities  51   28   177   255 
(Losses) gains on sales and write-downs of other assets  17   (3)  21   (26)
Earnings on life insurance policies  101   88   299   265 
Other  141   124   399   360 
Total noninterest income  1,983   2,065   5,657   5,959 
                 
Noninterest expense                
Salaries and benefits  2,619   2,542   7,725   7,519 
Occupancy and equipment  702   626   2,099   1,959 
Data processing  551   556   1,681   1,654 
Professional fees  287   232   778   700 
Supplies and postage  102   92   293   312 
Advertising and promotional  58   52   185   184 
Intangible amortization     112      336 
FDIC insurance  51   78   151   218 
Other  421   379   1,327   1,485 
Total noninterest expense  4,791   4,669   14,239   14,367 
                 
Income before income tax  2,336   2,327   6,470   5,993 
Income tax expense  616   644   1,668   1,591 
                 
Net income $1,720  $1,683  $4,801  $4,402 
                 
Basic earnings per share (Note 4) * $0.50  $0.50  $1.39  $1.28 
Diluted earnings per share (Note 4) * $0.50  $0.50  $1.39  $1.28 
Dividends declared per share * $0.17  $0.16  $0.50  $0.49 

See accompanying notes to interim consolidated financial statements. 

*Note that 2016 per-share amounts have been adjusted for the 5% stock dividend paid on May 31, 2017.


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

  Three Months Ended  Nine Months Ended 
(Dollars in thousands) September 30,  September 30, 
  2017  2016  2017  2016 
Net income $1,720  $1,683  $4,801  $4,402 
Other comprehensive income:                
                 
Changes in net unrealized gains (loss) on investment securities available for sale, net of tax expense of $(171) and $35 for the three months ended September 30, 2017 and September 30, 2016 respectively. Changes in net unrealized gains on investment securities available for sale, net of tax expense of $738 and $747 for the nine months ended September 30, 2017 and September 30, 2016 respectively.  (333)  68   1,433   1,450 
                 
Less: Reclassification adjustment for realized gain on sale of investment securities available for sale included in net income, net of tax benefit of $17 and $9 for the three months ended September 30, 2017 and September 30,2016 respectively. Reclassification adjustment for realized gain on sale of investment securities available for sale included in net income, net of tax benefit of $60 and $87 for the nine months ended September 30, 2017 and September 30, 2016 respectively.  (34)  (19)  (117)  (168)
                 
Other comprehensive income, net of tax  (367)  49   1,316   1,282 
                 
Comprehensive income $1,353  $1,732  $6,117  $5,684 

See accompanying notes to interim consolidated financial statements.


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

           Accumulated    
     Common     Other    
     Stock and     Comprehensive    
  Number of  Paid in  Retained  Income (Loss),    
(Dollars in thousands) Shares  Capital  Earnings  Net  Total 
                
Balance, January 1, 2016  3,295,228  $46,501  $22,138  $1,203  $69,842 
Net income          4,402       4,402 
Other comprehensive income              1,282   1,282 
Shares issued  11,559   137           137 
Shares repurchased  (35,000)  (794)          (794)
Change in ESOP repurchase obligation      127           127 
Effect of employee stock purchases      9           9 
Stock-based compensation  3,414   248           248 
Cash dividends declared ($0.49 per share) *          (1,674)      (1,674)
                     
Balance, September 30, 2016  3,275,201  $46,228  $24,866  $2,485  $73,579 
                     
Balance, January 1, 2017  3,277,944  $46,299  $25,997  $(598) $71,698 
Net income          4,801       4,801 
Other comprehensive income              1,316   1,316 
Shares issued  7,115   115           115 
Shares repurchased  (3,800)  (88)          (88)
Effect of employee stock purchases      9           9 
Stock options exercised  1,000   13           13 
Stock-based compensation expense      180           180 
Restricted stock units issued  5,197               
Stock dividend declared (5%)  163,989   3,779   (3,779)       
Cash dividends declared ($0.50 per share)          (1,738)      (1,738)
                     
Balance, September 30, 2017  3,451,445  $50,307  $25,281  $718  $76,306 

See accompanying notes to interim consolidated financial statements.

*Note that 2016 per-share amounts have been adjusted for the 5% stock dividend paid on May 31, 2017.


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

  Nine Months Ended 
(Dollars in thousands) September 30, 
  2017  2016 
Cash flows from operating activities:        
Net income $4,801  $4,402 
Adjustments to reconcile net income to net cash from operating activities:        
Provision for loan losses  120    
Depreciation  944   757 
Amortization  814   1,199 
Compensation expense on stock purchases and restricted stock units  241   257 
Gains on sales of securities  (177)  (255)
Gains on sales of loans  (920)  (1,345)
Loans originated for sale  (28,356)  (39,173)
Proceeds from loan sales  27,922   42,313 
Earnings on bank-owned life insurance  (299)  (265)
Gains on sales of other real estate owned  (10)  3 
Proceeds from sales of other real estate owned  579   28 
Deferred federal income tax benefit  (29)  (86)
Net changes in other assets  572   (135)
Net changes in other liabilities  (532)  481 
Net cash from operating activities  5,670   8,181 
Cash flows from investing activities:        
Securities available for sale:        
Sales  22,521   14,538 
Maturities, prepayments and calls  14,163   33,412 
Purchases  (33,998)  (63,780)
Loan originations and payments, net  (38,235)  (13,700)
Additions to premises and equipment  (413)  (1,112)
Net cash from investing activities  (35,962)  (30,642)
Cash flows from financing activities:        
Net change in deposits  13,452   2,691 
Net change in repurchase agreements  (4,119)  (3,043)
Net change in federal funds purchased  2,650   624 
Proceeds from Federal Home Loan Bank advances  166,500   271,000 
Payments on Federal Home Loan Bank advances  (148,525)  (245,023)
Issuance of common stock  76   137 
Repurchase of common stock  (88)  (794)
Cash dividends  (1,738)  (1,674)
Net cash from financing activities  28,208   23,918 
Net change in cash and cash equivalents  (2,084)  1,457 
Beginning cash and cash equivalents  14,809   11,187 
Ending cash and cash equivalents $12,725  $12,644 
Supplemental disclosures of cash flow information:        
Cash paid for interest $1,029  $726 
Cash paid for taxes $1,150  $925 
Loans transferred to other real estate owned $314  $483 

See accompanying notes to interim consolidated financial statements.


ChoiceOne Financial Services, Inc.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

The consolidated financial statements include ChoiceOne Financial Services, Inc. (“ChoiceOne”("ChoiceOne") and, its wholly-owned subsidiary, ChoiceOne Bank, (the “Bank”), and theChoiceOne Bank’s wholly-owned subsidiary, ChoiceOne Insurance Agencies, Inc. (the "Insurance Agency"). Intercompany transactions and balances have been eliminated in consolidation.

 

The unaudited condensed financial statements have been prepared pursuant to the rules and regulationsChoiceOne owns all of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance withcommon securities of Community Shores Capital Trust I (the “Capital Trust”). Under U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules("GAAP"), the Capital Trust is not consolidated because it is a variable interest entity and regulations, althoughChoiceOne is not the company believes that the disclosures made are adequate to make the information not misleading.primary beneficiary.

 

The accompanying unaudited consolidated financial statements and notes thereto 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 September 30, 2017March 31, 2022 and December 31, 2016,2021, the Consolidated Statements of Income for the three- and nine-monththree-month periods ended September 30, 2017March 31, 2022 and September 30, 2016,March 31, 2021, the Consolidated Statements of Comprehensive Income for the three- and nine-monththree-month periods ended September 30, 2017 March 31, 2022 and September 30, 2016,March 31, 2021, the Consolidated Statements of Changes in Shareholders’ Equity for the nine-month periodsthree months ended September 30, 2017 March 31, 2022 and September 30, 2016,March 31, 2021, and the Consolidated Statements of Cash Flows for the nine-monththree-month periods ended September 30, 2017March 31, 2022 and September 30, 2016.March 31, 2021. Operating results for the ninethree months ended September 30, 2017March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2022.

 

The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in ChoiceOne’s Annual Report on Form 10-K10-K for the year ended December 31, 2016.2021.

 

Allowance for Loan Losses

The

Use of Estimates

To prepare financial statements in conformity with GAAP, ChoiceOne’s management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. These estimates and assumptions are subject to many risks and uncertainties, including changes in interest rates and other general economic, business and political conditions, including the effects of the COVID-19 pandemic, and its potential effects on the economic environment, our customers and our operations, as well as any changes to federal, state and local government laws, regulations and orders in connection with the pandemic. Actual results may differ from these estimates. Estimates associated with the allowance for loan losses is maintainedare particularly susceptible to change.

Investment Securities

Investment securities for which ChoiceOne has the intent and ability to hold to maturity are classified as held to maturity and are carried at amortized cost.  Investment securities not classified as held to maturity are classified as available for sale and are reported at fair value with unrealized gains and losses, net of income taxes, as a level believed adequate by managementseparate component of other comprehensive income. ChoiceOne determines the appropriate classification of investment securities at the time of purchase and reassesses the classification at each reporting date.

Loans to absorb probable incurred losses inherentOther Financial Institutions 

ChoiceOne Bank entered into an agreement with another financial institution to fund mortgage loans. Loans to other financial institutions are purchased participating interests in individual advances made to mortgage bankers nation-wide from an unaffiliated originating bank. The originating bank services these loans and cash flows on the individual advances (principal, interest, and fees) which are allocated pro-rata based on ownership in the consolidatedparticipating interest, less fees paid for the servicing activity. The underlying collateral is generally made up of 1-4 family first residential mortgages owned by the mortgage banker and held for sale in the secondary market and have been underwritten using secondary market underwriting standards prior to purchasing the participating interest. Once the mortgage banker delivers the loan portfolio. Management’s evaluationto the secondary market, the advance is required to be paid off, including ChoiceOne Bank’s participating interest. If the advance (in which ChoiceOne Bank has a participating interest) is outstanding over 90 days, the originating bank has the right to request the participating interest be paid off by the mortgage banker. There was no participating interest as of March 31, 2022.  

Credit risk associated with the adequacy ofparticipating interest is measured as an allowance for loan losses when necessary. Losses are charged off against the allowance when incurred and recoveries of loan charge-offs are recorded when received. At least quarterly, ChoiceOne Bank reviews the portfolios of participating interests for potential losses including any participating interest that is an estimate based on reviews of individualoutstanding over 90 days (even if the advance and participating interest is current). Loans to other financial institutions are excluded from the loans assessments of the impact of current economic conditions on the portfolio and historical loss experience of seasoned loan portfolios. Seedescribed in Note 3 to the interim consolidated financial statements for additional information.statements.

 

Management believes

Goodwill

Goodwill results from business acquisitions and represents 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 volumesexcess of the portfolios and economic conditions and (2)purchase price over the impactfair value of recognizing an impairment or loan loss could have a material effect on ChoiceOne’s reportedthe acquired tangible assets and net income.liabilities and identifiable intangible assets. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed.

 

Core Deposit Intangible

Core deposit intangible represents the value of the acquired customer core deposit bases and is included as an asset on the consolidated balance sheets. The core deposit intangible has an estimated finite life, is amortized on an accelerated basis over a 120 month period and is subject to periodic impairment evaluation.

7

Stock Transactions

A total of 3,8813,698 shares of common stock were issued to ChoiceOne’s Board of Directors for a cash price of $89,000$98,000 under the terms of the Directors’ Stock Purchase Plan in the first nine months quarter of 2017.2022. A total of 1,0001,634 shares of common stock were issued upon the exercise of stock options in the first three quarters of 2017. A total of 3,234 shares of common stock were issued to employees for a cash price of $62,000$35,000 were issued under the Employee Stock Purchase Plan in the first nine months quarter of 2017. A2022.  ChoiceOne repurchased 25,899 shares for $682,000, or a weighted average all-in cost per share of $26.35, during the first quarter of 2022. This was part of the common stock repurchase program announced in April 2021 which authorized repurchases of up to 390,114 shares, representing 5% of the total of 5,197outstanding shares of common stock were issued to employees for Restricted Stock Units that vested duringas of the first nine months of 2017.date the program was adopted.

 

Stock-Based Compensation

Effective July 1, 2013, ChoiceOne began granting Restricted Stock Units to

Allowance for Loan Losses

The allowance for loan losses is a select groupvaluation allowance for probable incurred credit losses. The allowance for loan losses is increased by the provision for loan losses and decreased by loans charged off less any recoveries of employees undercharged off loans. Management estimates the Stock Incentive Plan of 2012. Allallowance for loan losses balance required based on past loan loss experience, the nature and volume of the Restricted Stock Units are initially unvestedloan portfolio, information about specific borrower situations and vest in three annual installments on eachestimated collateral values, economic conditions, and other factors. Allocations of the next three anniversariesallowance for loan losses may be made for specific loans, but the entire allowance for loan losses is available for any loan that, in management’s judgment, should be charged off. Loan losses are charged against the allowance for loan losses when management believes that collection of the grant date. Certain additional vesting provisions apply. Each unit, once vested,a loan balance is settled by delivery of one share of ChoiceOne common stock.not possible.

 

Comprehensive Income

Comprehensive incomeThe allowance for loan losses consists of net incomegeneral and other comprehensive income or loss. Other comprehensive income or loss includes unrealized gainsspecific components. The general component covers non-classified loans and losses on securities available for sale and changes in the funded status of post-retirement plans, net of tax, which are also recognized as a separate component of shareholders’ equity.


Revenue Recognition

The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09,Revenue from Contracts with Customers (Topic 606). The ASU adopts a standardized approach for revenue recognition and was a joint effort with the International Accounting Standards Board (IASB). The new revenue recognition standard is based on a core principlehistorical loss experience adjusted for current factors. The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful.  The general component of recognizing revenue to depictmanagement's estimate of the transferallowance for loan losses covers non-impaired loans and is based on historical loss experience adjusted for current factors. Management's adjustment for current factors is based on trends in delinquencies, trends in charge-offs and recoveries, trends in the volume of promised goods or services to customersloans, changes in an amount that reflects the consideration to which the entity expects to be entitledunderwriting standards, trends in exchange for those goods or services. The ASU does not apply to financial instruments. The ASU is effective for public entities for reporting periods beginning after December 15, 2017 (therefore, for the year ending December 31, 2018 for the Corporation). Early implementation is not allowed for public companies. Management is completing an overall assessmentloan review findings, experience and ability of noninterest revenue streamslending staff, national and evaluating the expanded disclosure requirements.economic trends and conditions, industry conditions, trends in real estate values, and other conditions.

 

ReclassificationsA loan is impaired when full payment under the loan terms is not expected. Troubled debt restructuring of loans is undertaken to improve the likelihood that the loan will be repaid in full under the modified terms in accordance with a reasonable repayment schedule. All modified loans are evaluated to determine whether the loans should be reported as Troubled Debt Restructurings ("TDR"). A loan is a TDR when the Bank, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower by modifying a loan. To make this determination, the Bank must determine whether (a) the borrower is experiencing financial difficulties and (b) the Bank granted the borrower a concession. This determination requires consideration of all facts and circumstances surrounding the modification. An overall general decline in the economy or some deterioration in a borrower’s financial condition does not automatically mean the borrower is experiencing financial difficulties. Commercial loans are evaluated for impairment on an individual loan basis. If a loan is considered impaired or if a loan has been classified as a TDR, a portion of the allowance for loan losses is allocated to the loan so that it 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. Large groups of smaller-balance homogeneous loans such as consumer and residential real estate mortgage loans are collectively evaluated for impairment and, accordingly, they are not separately identified for impairment disclosures.

Reclassifications 

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

 

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued ASU No.2016-13, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance attempts to reflect an entity’s current estimate of all expected credit losses and broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually to include forecasted information, as well as past events and current conditions. There is no specified method for measuring expected credit losses, and an entity may apply methods that reasonably reflect its expectations of the credit loss estimate. Although an entity may still use its current systems and methods for recording the allowance for credit losses, under the new rules, the inputs used to record the allowance for credit losses generally will need to change to appropriately reflect an estimate of all expected credit losses and the use of reasonable and supportable forecasts. Additionally, credit losses on available-for-sale debt securities will have to be presented as an allowance rather than as a write-down. This ASU is effective for fiscal years beginning after December 15, 2022, and for interim periods within those years for companies considered smaller reporting companies with the Securities and Exchange Commission. ChoiceOne was classified as a smaller reporting company as of the measurement date. Management is currently evaluating the impact of this new ASU on its consolidated financial statements which may be significant.

8

NOTE 2 - SECURITIES

During the three months ended March 31, 2022, ChoiceOne reassessed and transferred, at fair value $428.4 million of securities classified as available for sale to the held to maturity classification.  The net unrealized pre-tax loss of $3.4 million as of the transfer date remained in accumulated other comprehensive income to be amortized over the remaining life of the securities, offsetting the related amortization of discount or premium on the transferred securities.  No gains or losses were recognized at the time of the transfer.  The remaining net unamortized unrealized loss on transferred securities included in accumulated other comprehensive income was $2.6 million after tax as of March 31, 2022.

 

The fair value of equity securities available for sale and the related gross unrealized gains and (losses) recognized in noninterest income were as follows:

  

March 31, 2022

 
      

Gross

  

Gross

     

(Dollars in thousands)

 

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 

Equity securities

 $8,100  $545  $(363) $8,282 

  

December 31, 2021

 
      

Gross

  

Gross

     

(Dollars in thousands)

 

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 

Equity securities

 $7,953  $665  $(126) $8,492 

The following tables present the amortized cost and fair value of investment securities at the dates indicated and the corresponding amounts of gross unrealized gains and losses, including the corresponding amounts of gross unrealized gains and losses on investment securities available for sale recognized in accumulated other comprehensive income (loss) were as follows:income:

 

  September 30, 2017 
(Dollars in thousands) Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair
Value
 
U.S. Government and federal agency $51,086  $11  $(444) $50,653 
U.S. Treasury  4,025      (10)  4,015 
State and municipal  94,360   1,459   (224)  95,595 
Mortgage-backed  9,501   17   (98)  9,420 
Corporate  5,696   16   (17)  5,695 
Foreign debt  4,512      (72)  4,440 
Equity securities  3,083   294      3,377 
Asset-backed securities  112      (1)  111 
Total $172,375  $1,797  $(866) $173,306 

  

March 31, 2022

 
      

Gross

  

Gross

     

(Dollars in thousands)

 

Amortized

  

Unrealized

  

Unrealized

  

Fair

 

Available for Sale:

 Cost  Gains  Losses  Value 

U.S. Government and federal agency

 $0  $0  $0  $0 

U.S. Treasury notes and bonds

  93,154   8   (6,671)  86,491 

State and municipal

  334,907   443   (22,962)  312,388 

Mortgage-backed

  240,062   19   (13,412)  226,669 

Corporate

  1,255   4   (4)  1,255 

Asset-backed securities

  14,465   0   (220)  14,245 

Total

 $683,843  $474  $(43,269) $641,048 
             

Held to Maturity:

            

U.S. Government and federal agency

 $2,962  $0  $(195) $2,767 

U.S. Treasury notes and bonds

  0   0   0   0 

State and municipal

  204,201   2   (17,668)  186,535 

Mortgage-backed

  204,165   30   (13,533)  190,662 

Corporate

  17,161   0   (606)  16,555 

Asset-backed securities

  1,429   0   (37)  1,392 

Total

 $429,918  $32  $(32,039) $397,911 

 

  December 31, 2016 
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair
Value
 
U.S. Government and federal agency $59,864  $34  $(846) $59,052 
U.S. Treasury  4,111      (39)  4,072 
State and municipal  89,169   748   (944)  88,973 
Mortgage-backed  7,925   19   (155)  7,789 
Corporate  7,069   12   (40)  7,041 
Foreign debt  4,514      (114)  4,400 
Equity securities  2,617   266      2,883 
Asset-backed securities  182      (4)  178 
Total $175,451  $1,079  $(2,142) $174,388 

  

December 31, 2021

 
      

Gross

  

Gross

     

(Dollars in thousands)

 

Amortized

  

Unrealized

  

Unrealized

  

Fair

 

Available for Sale:

 Cost  Gains  Losses  Value 

U.S. Government and federal agency

 $2,001  $7  $0  $2,008 

U.S. Treasury notes and bonds

  93,267   23   (1,311)  91,979 

State and municipal

  528,252   10,704   (4,109)  534,847 

Mortgage-backed

  441,383   781   (9,049)  433,115 

Corporate

  20,856   19   (233)  20,642 

Asset-backed securities

  16,387   0   (93)  16,294 

Total

 $1,102,146  $11,534  $(14,795) $1,098,885 

 

ChoiceOne reviews its securities portfolio on a quarterly basis to determine whether unrealized losses are considered to be temporary or other-than-temporary. NoNaN other-than-temporary impairment charges were recorded in the ninethree months ended September 30, 2017.March 31, 2022 or in the same period in2021. ChoiceOne believedbelieves that unrealized losses on securities were temporary in nature and were due to changes in interest rates and reduced market liquidity and not as a result of credit quality issues.

 


9


Presented below is a schedule of maturities of securities as of September 30, 2017,March 31, 2022, the fair value of securities available for sale and the amortized cost of securities held to maturity as of September 30, 2017March 31, 2022.  Callable securities in the money are presumed called and December 31, 2016, andmatured at the weighted average yields of securities as of September 30, 2017:callable date.  

 

  

Available for Sale Securities maturing within:

     
                  

Fair Value

 
  

Less than

  

1 Year -

  

5 Years -

  

More than

  

at March 31,

 

(Dollars in thousands)

 

1 Year

  

5 Years

  

10 Years

  

10 Years

  

2022

 
                     

U.S. Government and federal agency

 $0  $0  $0  $0  $0 

U.S. Treasury notes and bonds

  2,007   0   84,484   0   86,491 

State and municipal

  17,913   34,667   185,902   73,906   312,388 

Corporate

  501   508   246   0   1,255 

Asset-backed securities

  0   10,305   3,940   0   14,245 

Total debt securities

  20,421   45,480   274,572   73,906   414,379 
                     

Mortgage-backed securities

  13,689   84,660   119,303   9,017   226,669 

Equity securities

  0   1,000   0   7,282   8,282 

Total Available for Sale

 $34,110  $131,140  $393,875  $90,205  $649,330 

 

Held to Maturity Securities maturing within:

    
         

Amortized Cost

 
  Securities maturing within:          

Less than

 

1 Year -

 

5 Years -

 

More than

 

at March 31,

 
(Dollars in thousands)  

Less than

1 Year

   

1 Year -

5 Years

   

5 Years -

10 Years

   

More than

10 Years

   

Fair Value

at September 30,

2017

   

Fair Value

at Dec. 31,

2016

  

1 Year

 

5 Years

 

10 Years

 

10 Years

 

2022

 
                         
U.S. Government and federal agency $20,250  $28,460  $1,943  $  $50,653  $59,052  $0  $0  $2,962  $0  $2,962 
U.S. Treasury notes and bonds     4,015         4,015   4,072  0  0  0  0  0 
State and municipal  8,362   47,395   36,016   3,822   95,595   88,973  2,755  4,608  97,764  99,074  204,201 
Corporate  5,302   393         5,695   7,041  0  250  15,911  1,000  17,161 
Foreign debt securities  1,000   3,440         4,440   4,400 
Asset-backed securities  111            111   178   0  1,429  0  0  1,429 
Total debt securities  35,025   83,703   37,959   3,822   160,509   163,716  2,755  6,287  116,637  100,074  225,753 
 
Mortgage-backed securities     9,330   90      9,420   7,789  3,511  44,972  155,682  0  204,165 
Equity securities (1)        1,000  ��2,377   3,377   2,883 
Total $35,025  $93,033  $39,049  $6,199  $173,306  $174,388 

Equity securities

  0  0  0  0  0 

Total Held to Maturity

 $6,266  $51,259  $272,319  $100,074  $429,918 

Following is information regarding unrealized gains and losses on equity securities for the three months ended March 31, 2022 and 2021:

 

(1) Equity securities are preferred and common stock that may or may not have a stated maturity.

  

Three Months Ended

 
  

March 31,

 
  

2022

  

2021

 
         

Net gains and (losses) recognized during the period

 $(356) $608 

Less: Net gains and (losses) recognized during the period on securities sold

  0   0 
         

Unrealized gains and (losses) recognized during the reporting period on securities still held at the reporting date

 $(356) $608 

 


10

NOTE 3 – LOANS AND ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses and balances in the loan portfolio waswere as follows:

                    

Commercial

             
(Dollars in thousands) Agricultural Commercial
and
Industrial
 Consumer Commercial
Real Estate
 Construction
Real Estate
 Residential
Real Estate
 Unallocated Total    

and

   

Commercial

 

Construction

 

Residential

     
                                 

Agricultural

 

Industrial

 

Consumer

 

Real Estate

 

Real Estate

 

Real Estate

 

Unallocated

 

Total

 
Allowance for Loan Losses Three Months Ended September 30, 2017                                

Allowance for Loan Losses Three Months Ended March 31, 2022

                 
Beginning balance $395  $904  $294  $1,551  $25  $748  $181  $4,098  $448  $1,454  $290  $3,705  $110  $671  $1,010  $7,688 
Charge-offs     (12)  (52)        (9)     (73) 0  (31) (112) 0  0  0  0  (143)
Recoveries     4   16   65      11      96  0  2  52  1  0  1  0  56 
Provision  (1)  (98)  1   (152)  1   (140)  484   95   (61) 327  74  (16) (73) (83) (168) 0 
Ending balance $394  $798  $259  $1,464  $26  $610  $665  $4,216  $387  $1,752  $304  $3,690  $37  $589  $842  $7,601 
                                                 
Nine Months Ended September 30, 2017                                
Beginning balance $433  $688  $305  $1,438  $62  $1,014  $337  $4,277 
Charge-offs     (374)  (189)        (44)     (607)
Recoveries     4   107   226   40   49      426 
Provision  (39)  480   36   (200)  (76)  (409)  328   120 
Ending balance $394  $798  $259  $1,464  $26  $610  $665  $4,216 
                                                 
Individually evaluated for impairment $  $5  $4  $54  $  $228  $  $291  $253  $116  $3  $9  $0  $167  $0  $548 
                                                 
Collectively evaluated for impairment $394  $793  $255  $1,410  $26  $382  $665  $3,925  $134  $1,636  $301  $3,681  $37  $422  $842  $7,053 
                                                 
Three Months Ended September 30, 2016                                
Beginning balance $399  $656  $279  $1,133  $44  $1,222  $563  $4,296 
Charge-offs        (68)        (25)     (93)
Recoveries     8   49   5      11      73 
Provision  (11)  (55)  30   340   (3)  (205)  (96)   
Ending balance $388  $609  $290  $1,478  $41  $1,003  $467  $4,276 
                                
Nine Months Ended September 30, 2016                                
Beginning balance $420  $586  $297  $1,030  $46  $1,388  $427  $4,194 
Charge-offs     (33)  (136)        (94)     (263)
Recoveries     31   119   35      160      345 
Provision  (32)  26   10   412   (5)  (451)  40    
Ending balance $388  $610  $290  $1,477  $41  $1,003  $467  $4,276 
                                
Individually evaluated for impairment $4  $8  $1  $167  $  $321  $  $501 
                                
Collectively evaluated for impairment $384  $602  $289  $1,310  $41  $682  $467  $3,775 
                                
                                
Loans
September 30, 2017
                                
Individually evaluated for impairment $424  $192  $34  $936  $  $2,472      $4,058 
Collectively evaluated for Impairment  45,682   101,244   23,977   122,480   7,298   89,351       390,032 
Ending balance $46,106  $101,436  $24,011  $123,416  $7,298  $91,823      $394,090 
                                
December 31, 2016                                

Loans

                 

March 31, 2022

                 
Individually evaluated for impairment $526  $301  $28  $1,073  $  $2,983      $4,911  $2,542  $356  $32  $157  $0  $1,853  0  $4,940 
Collectively evaluated for impairment  44,088   95,787   21,568   109,689   6,153   86,804       364,089  59,076  194,024  36,108  527,743  15,669  174,206  0  1,006,826 

Acquired with deteriorated credit quality

  0  4,534  11  9,352  0  1,743  0  15,640 
Ending balance $44,614  $96,088  $21,596  $110,762  $6,153  $89,787      $369,000  $61,618  $198,914  $36,151  $537,252  $15,669  $177,802  0  $1,027,406 

      

Commercial

                         

(Dollars in thousands)

     

and

      

Commercial

  

Construction

  

Residential

         
  

Agricultural

  

Industrial

  

Consumer

  

Real Estate

  

Real Estate

  

Real Estate

  

Unallocated

  

Total

 

Allowance for Loan Losses Three Months Ended March 31, 2021

                                

Beginning balance

 $257  $1,327  $317  $4,178  $97  $1,300  $117  $7,593 

Charge-offs

  0   (74)  (71)  (48)  0   0   0   (193)

Recoveries

  0   9   79   0   0   2   0   90 

Provision

  85   337   (78)  215   (23)  (278)  (8)  250 

Ending balance

 $342  $1,599  $247  $4,345  $74  $1,024  $109  $7,740 
                                 

Individually evaluated for impairment

 $114  $2  $0  $10  $0  $213  $0  $339 
                                 

Collectively evaluated for impairment

 $227  $1,596  $246  $4,337  $75  $811  $109  $7,401 
                                 
                                 

Loans

                                

March 31, 2021

                                

Individually evaluated for impairment

 $3,173  $1,626  $0  $3,001  $0  $2,589   0  $10,389 

Collectively evaluated for impairment

  43,513   290,140   32,311   448,261   15,670   174,562   0   1,004,457 

Acquired with deteriorated credit quality

  0   6,284   19   11,159   0   2,775   0   20,237 

Ending balance

 $46,686  $298,050  $32,330  $462,421  $15,670  $179,926     $1,035,083 


11

 
      

Commercial

                         

(Dollars in thousands)

     

and

      

Commercial

  

Construction

  

Residential

         
  

Agricultural

  

Industrial

  

Consumer

  

Real Estate

  

Real Estate

  

Real Estate

  

Unallocated

  

Total

 

Allowance for Loan Losses

                                

December 31, 2021

                                

Individually evaluated for impairment

 $251  $95  $2  $9  $0  $146  $0  $503 
                                 

Collectively evaluated for impairment

 $197  $1,359  $288  $3,696  $110  $525  $1,010  $7,185 
                                 
                                 

Loans

                                

December 31, 2021

                                

Individually evaluated for impairment

 $2,616  $339  $14  $273  $0  $2,191   0  $5,433 

Collectively evaluated for impairment

  62,203   197,656   35,148   515,528   19,066   164,647   0   994,248 

Acquired with deteriorated credit quality

  0   5,029   12   10,083   0   2,043   0   17,167 

Ending balance

 $64,819  $203,024  $35,174  $525,884  $19,066  $168,881   0  $1,016,848 

The process to monitor the credit quality of ChoiceOne’s loan portfolio includes tracking (1)(1) the risk ratings of business loans, (2)(2) the level of classified business loans, and (3)(3) delinquent and nonperforming consumer loans. Business loans are risk rated on a scale of 1 to 8.9. A description of the characteristics of the ratings follows:

 

Risk ratings Rating 1 and 2: These loans are considered pass credits. They exhibit good to exceptional credit risk and demonstrate the ability to repay the loan from normal business operations.

Risk rating 3: through 5 or pass: These loans are considered pass credits. They exhibit acceptable credit risk and demonstrate the ability to repay the loan from normal business operations.

 

Risk rating 4: These loans are considered pass credits. However, they have potential developing weaknesses that, if not corrected, may cause deterioration in the ability of the borrower to repay the loan. While a loss is possible for a loan with6 or special mention:  Loans and other credit extensions bearing this rating, it is not anticipated.

Risk rating 5: These loans are considered special mention credits. Loans in this risk ratinggrade are considered to be inadequately protected by the netcurrent sound worth and debt service coveragecapacity of the borrower or of any pledged collateral. These loansobligations, even if apparently protected by collateral value, have well definedwell-defined weaknesses related to adverse financial, managerial, economic, market, or political conditions that may jeopardize the borrower’s ability to repay the loan. If the weaknesses are not corrected, losshave clearly jeopardized repayment of principal and interest could be probable.as originally intended. Furthermore, there is the possibility that ChoiceOne Bank will sustain some future loss if such weaknesses are not corrected. Clear loss potential, however, does not have to exist in any individual assets classified as substandard. Loans falling into this category should have clear action plans and timelines with benchmarks to determine which direction the relationship will move.

 

Risk rating 6: These loans are considered substandard credits. These loans7 or substandard: Loans and other credit extensions graded “7” have well definedall the weaknesses inherent in those graded “6”, with the added characteristic that the severity of whichthe weaknesses makes collection of principal and interestor liquidation in full questionable.highly questionable or improbable based upon currently existing facts, conditions, and values. Loans in this category mayclassification should be placed onevaluated for non-accrual status. All nonaccrual status.commercial and Retail loans must be at a minimum graded a risk code “7”.

 

Risk rating 7: These loans are considered doubtful credits. Some loss of principal8 or doubtful: Loans and interest hasother credit extensions bearing this grade have been determined to be probable. The estimatehave the extreme probability of some loss, but because of certain important and reasonably specific factors, the amount of loss cannot be determined. Such pending factors could be affected by factors such as the borrower’s ability to provideinclude merger or liquidation, additional capital injection, refinancing plans, or collateral. Loans in this category areperfection of liens on nonaccrual status.additional collateral.

 

Risk rating 8: These loans are considered loss credits. They9 or loss: Loans in this classification are considered uncollectible and willcannot be chargedjustified as a viable asset of ChoiceOne Bank. This classification does not mean the loan has absolutely no recovery value, but that it is neither practical nor desirable to defer writing off againstthis loan even though partial recovery may be obtained in the allowance for loan losses.future.

 


12

Information regarding the Bank’sChoiceOne Bank's credit exposure iswas as follows:

 

Corporate Credit Exposure - Credit Risk Profile By Creditworthiness Category

 

  Agricultural  Commercial and Industrial  Commercial Real Estate 
(Dollars in thousands) September 30,  December 31,  September 30,  December 31,  September 30,  December 31, 
  2017  2016  2017  2016  2017  2016 
Risk ratings 1 and 2 $12,488  $12,005  $12,691  $12,135  $8,069  $8,013 
Risk rating 3  23,957   23,852   64,953   56,714   72,370   59,343 
Risk rating 4  8,865   7,505   23,141   25,895   39,920   39,641 
Risk rating 5  373   726   484   1,267   1,530   1,867 
Risk rating 6  423   526   167   77   1,527   1,898 
Risk rating 7                  
  $46,106  $44,614  $101,436  $96,088  $123,416  $110,762 

(Dollars in thousands)

 

Agricultural

  

Commercial and Industrial

  

Commercial Real Estate

 
  

March 31,

  

December 31,

  

March 31,

  

December 31,

  

March 31,

  

December 31,

 
  

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 

Pass

 $58,749  $61,864  $196,394  $201,202  $531,683  $519,537 

Special Mention

  327   339   1,190   300   749   778 

Substandard

  2,542   2,616   1,245   1,266   4,820   5,569 

Doubtful

  0   0   85   256   0   0 
  $61,618  $64,819  $198,914  $203,024  $537,252  $525,884 

 

CorporateConsumer Credit Exposure - Credit Risk Profile Based On Payment Activity

 

(Dollars in thousands)

 

Consumer

 

Construction Real Estate

 

Residential Real Estate

 
 Consumer  Construction Real Estate Residential Real Estate  

March 31,

 

December 31,

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 
(Dollars in thousands) September 30, December 31, September 30, December 31, September 30, December 31, 
 2017 2016 2017 2016 2017 2016  

2022

 

2021

 

2022

 

2021

 

2022

 

2021

 
Performing $23,995  $21,590  $7,298  $6,153  $91,252  $88,767  $36,119  $35,174  $15,669  $19,066  $177,186  $168,031 
Nonperforming              132   229  0  0  0  0  0  0 
Nonaccrual  16   6         439   791   32  0  0  0  616  850 
 $24,011  $21,596  $7,298  $6,153  $91,823  $89,787  $36,151  $35,174  $15,669  $19,066  $177,802  $168,881 

 

There were noThe following table provides information on loans that were considered troubled debt restructurings (“TDRs”("TDRs") that were modified during the three-three months ended March 31, 2022 and nine-month periods ended September 30, 2017. The following schedule provides information on loans that were considered TDRs that were modified during the three- and nine-month periods ended September 30, 2016:March 31, 2021.

 

 Three Months Ended September 30, 2016  Nine Months Ended September 30, 2016  

Three Months Ended March 31, 2022

 
    Pre- Post-     Pre- Post-    

Pre-

 

Post-

 
    Modification Modification     Modification Modification    

Modification

 

Modification

 
    Outstanding Outstanding     Outstanding Outstanding    

Outstanding

 

Outstanding

 
(Dollars in thousands) Number of Recorded Recorded Number of Recorded Recorded  

Number of

 

Recorded

 

Recorded

 
 Loans Investment Investment Loans Investment Investment  

Loans

  

Investment

  

Investment

 
Commercial Real estate    $  $   1  $113  $113 
Residential Real Estate           2   156   156 

Agricultural

  1  $258  $258 
Total    $  $   3  $269  $269   1  $258  $258 

 

The pre-modification and post-modification outstanding recorded investment represents amounts as of the date of loan modification. If a difference exists between the pre-modification and post-modification outstanding recorded investment, it represents impairment recognized through the provision for loan losses computed based on a loan’s post-modification present value of expected future cash flows discounted at the loan’s original effective interest rate. If no difference exists, a loss is not expected to be incurred based on an assessment of the borrower’s expected cash flows.

  

Three Months Ended March 31, 2021

 
      

Pre-

  

Post-

 
      

Modification

  

Modification

 
      

Outstanding

  

Outstanding

 

(Dollars in thousands)

 

Number of

  

Recorded

  

Recorded

 
  

Loans

  

Investment

  

Investment

 

Agricultural

  6  $2,326  $2,326 

Commercial Real Estate

  1   958   958 

Total

  7  $3,284  $3,284 

 

There were no0 TDRs as of September 30, 2017March 31, 2022 where the borrower was past due with respect to principal and/or interest for 30 days or more during the three months and nine months ended September 30, 2017 thatMarch 31, 2022, which loans had been modified and classified as TDRs during the year prior to the default.  The following schedule provides information on TDRs as of September 30, 2016March 31,2021 where the borrower was past due with respect to principal and/or interest for 30 days or more during the three months and nine months ended September 30, 2016 thatMarch 31, 2021, which loans had been modified and classified as TDRs during the year prior to the default:default.

 

 Three Months Ended Nine Months Ended  

Three Months Ended

 
 September 30, 2016 September 30, 2016  

March 31, 2021

 
(Dollars in thousands) 

Number 

 

Recorded 

 

Number 

 Recorded  

Number

 

Recorded

 
 

of Loans 

 

Investment 

 

of Loans 

 Investment  

of Loans

  

Investment

 
Commercial real estate    $   1  $113 

Commercial and industrial

 1  $52 

Commercial Real Estate

  3   1,850 

Total

  4  $1,902 

 

13

Loans are classified as performing when they are current as to principal and interest payments or are past due on payments less than 90 days. Loans are classified as nonperforming when they are past due 90 days or more as to principal and interest payments or are considered a troubled debt restructuring.

12 

Impaired loans by loan category as of September 30, 2017 and 2016 were as follows:follow:

 

   Unpaid   Average Interest    

Unpaid

   
(Dollars in thousands) Recorded Principal Related Recorded Income  

Recorded

 

Principal

 

Related

 
 Investment Balance Allowance Investment Recognized  

Investment

 

Balance

 

Allowance

 
September 30, 2017                    

March 31, 2022

       
With no related allowance recorded                           
Agricultural $424  $455  $  $288  $  $314  $428  $- 
Commercial and industrial  58   69      137     92  123  - 
Consumer                0  0  - 

Construction real estate

 0  0  - 
Commercial real estate  113   245      104     0  0  - 
Residential real estate  136   147      103      0  0  - 
Subtotal  731   916      632      406  551  - 
With an allowance recorded                           
Agricultural           161     2,228  2,228  253 
Commercial and industrial  134   134   5   195   1  264  279  116 
Consumer  34   35   4   33   1  32  32  3 

Construction real estate

 0  0  0 
Commercial real estate  823   904   54   884   26  157  157  8 
Residential real estate  2,336   2,354   228   2,475   75   1,853  1,907  167 
Subtotal  3,327   3,427   291   3,748   103   4,534  4,603  547 
                    

Total

       
Agricultural  424   455      449     2,542  2,656  253 
Commercial and industrial  192   203   5   332   1  356  402  116 
Consumer  34   35   4   33   1  32  32  3 

Construction real estate

 0  0  0 
Commercial real estate  936   1,149   54   988   26  157  157  8 
Residential real estate  2,472   2,501   228   2,578   75   1,853  1,907  167 
Total $4,058  $4,343  $291  $4,380  $103  $4,940  $5,154  $547 
                    
September 30, 2016                    
With no related allowance recorded                    
Agricultural $489  $493  $  $154  $(1)
Commercial and industrial  177   177      63    
Consumer  5   5      1    
Commercial real estate  230   351      1,071   33 
Residential real estate  266   266      134   46 
Subtotal  1,167   1,292      1,423   78 
With an allowance recorded                    
Agricultural  45   45   4   79   16 
Commercial and industrial  273   247   8   242   4 
Consumer  21   21   1   22   3 
Commercial real estate  1,229   1,799   167   1,426   116 
Residential real estate  2,843   2,859   321   2,670   308 
Subtotal  4,411   4,971   501   4,439   447 
                    
Agricultural  534   538   4   233   15 
Commercial and industrial  449   424   8   305   4 
Consumer  26   26   1   23   3 
Commercial real estate  1,459   2,150   167   2,497   149 
Residential real estate  3,110   3,125   321   2,804   354 
Total $5,578  $6,263  $501  $5,862  $525 

      

Unpaid

     

(Dollars in thousands)

 

Recorded

  

Principal

  

Related

 
  

Investment

  

Balance

  

Allowance

 

December 31, 2021

            

With no related allowance recorded

            

Agricultural

 $314  $428  $- 

Commercial and industrial

  0   0   - 

Consumer

  0   0   - 

Construction real estate

  0   0   - 

Commercial real estate

  94   94   - 

Residential real estate

  164   172   - 

Subtotal

  572   694   - 

With an allowance recorded

            

Agricultural

  2,302   2,302   251 

Commercial and industrial

  339   363   95 

Consumer

  14   15   2 

Construction real estate

  0   0   0 

Commercial real estate

  179   179   9 

Residential real estate

  2,027   2,084   146 

Subtotal

  4,861   4,943   503 

Total

            

Agricultural

  2,616   2,730   251 

Commercial and industrial

  339   363   95 

Consumer

  14   15   2 

Construction real estate

  0   0   0 

Commercial real estate

  273   273   9 

Residential real estate

  2,191   2,256   146 

Total

 $5,433  $5,637  $503 

 


14

The following schedule provides information regarding average balances of impaired loans and interest recognized on impaired loans for the three months ended March 31, 2022 and March 31, 2021:

  

Average

  

Interest

 

(Dollars in thousands)

 

Recorded

  

Income

 
  

Investment

  

Recognized

 

Three Months Ended March 31, 2022

        

With no related allowance recorded

        

Agricultural

 $314  $0 

Commercial and industrial

  46   1 

Consumer

  0   0 

Construction real estate

  0   0 

Commercial real estate

  47   0 

Residential real estate

  82   0 

Subtotal

  489   1 

With an allowance recorded

        

Agricultural

  2,265   42 

Commercial and industrial

  301   2 

Consumer

  23   0 

Construction real estate

  0   0 

Commercial real estate

  168   3 

Residential real estate

  1,940   17 

Subtotal

  4,697   64 

Total

        

Agricultural

  2,579   42 

Commercial and industrial

  347   3 

Consumer

  23   0 

Construction real estate

  0   0 

Commercial real estate

  215   3 

Residential real estate

  2,022   17 

Total

 $5,186  $65 

  

Average

  

Interest

 

(Dollars in thousands)

 

Recorded

  

Income

 
  

Investment

  

Recognized

 

Three Months Ended March 31, 2021

        

With no related allowance recorded

        

Agricultural

 $348  $0 

Commercial and industrial

  1,490   0 

Consumer

  0   0 

Construction real estate

  40   0 

Commercial real estate

  2,238   3 

Residential real estate

  166   1 

Subtotal

  4,282   4 

With an allowance recorded

        

Agricultural

  1,413   0 

Commercial and industrial

  155   0 

Consumer

  4   0 

Construction real estate

  0   0 

Commercial real estate

  778   4 

Residential real estate

  2,488   17 

Subtotal

  4,838   21 

Total

        

Agricultural

  1,761   0 

Commercial and industrial

  1,645   0 

Consumer

  4   0 

Construction real estate

  40   0 

Commercial real estate

  3,016   7 

Residential real estate

  2,654   18 

Total

 $9,120  $25 

15

An aging analysis of loans by loan category follows:

 

     

Loans

         
 

Loans

 

Loans

 

Past Due

       

Loans

 
     Greater       90 Days Past  

Past Due

 

Past Due

 

Greater

       

90 Days Past

 
(Dollars in thousands) 30 to 59 60 to 89 Than 90   Loans Not   Due and  30 to 59  60 to 89  

Than 90

   

Loans Not

 

Total

 

Due and

 
 Days Days Days (1) Total Past Due Total Loans Accruing  

Days (1)

 

Days (1)

 

Days (1)

 

Total (1)

 

Past Due

 

Loans

 

Accruing

 
September 30, 2017                            

March 31, 2022

               
Agricultural $  $  $83  $83  $46,023  $46,106  $  $0  $0  $0  $0  $61,618  $61,618  $0 
Commercial and industrial        58   58   101,378   101,436     0  93  85  178  198,736  198,914  0 
Consumer  132   1   11   144   23,867   24,011     66  0  32  98  36,053  36,151  0 
Commercial real estate        113   113   123,303   123,416     0  0  0  0  537,252  537,252  0 
Construction real estate              7,298   7,298     0  0  0  0  15,669  15,669  0 
Residential real estate  625   24   221   870   90,953   91,823   132   2,032  28  0  2,060  175,742  177,802  0 
 $757  $25  $486  $1,268  $392,822  $394,090  $132  $2,098  $121  $117  $2,336  $1,025,070  $1,027,406  $0 
                             
December 31, 2016                            

December 31, 2021

               
Agricultural $  $  $  $  $44,614  $44,614  $  $0  $0  $0  $0  $64,819  $64,819  $0 
Commercial and industrial     30   245   275   95,813   96,088     21  0  88  109  202,915  203,024  0 
Consumer  99   2   6   107 �� 21,489   21,596     70  15  0  85  35,089  35,174  0 
Commercial real estate        260   260   110,502   110,762     422  13  279  714  525,170  525,884  0 
Construction real estate              6,153   6,153     1,149  1,235  0  2,384  16,682  19,066  0 
Residential real estate  1,027   109   646   1,782   88,005   89,787   229   1,489  306  454  2,249  166,632  168,881  0 
 $1,126  $141  $1,157  $2,424  $366,576  $369,000  $229  $3,151  $1,569  $821  $5,541  $1,011,307  $1,016,848  $0 

 

(1)(1) Includes nonaccrual loans.

 

Nonaccrual loans by loan category follow:

(Dollars in thousands) September 30,  December 31, 
  2017  2016 
Agricultural $423  $482 
Commercial and industrial  59   245 
Consumer  17   6 
Commercial real estate  211   458 
Construction real estate      
Residential real estate  439   792 
  $1,149  $1,983 

(Dollars in thousands)

 

March 31,

  

December 31,

 
  

2022

  

2021

 

Agricultural

 $314  $313 

Commercial and industrial

  205   285 

Consumer

  32   0 

Commercial real estate

  0   279 

Residential real estate

  616   850 
  $1,167  $1,727 

 


16

The table below details the outstanding balances of the County Bank Corp. acquired loan portfolio and the acquisition fair value adjustments at acquisition date of October 1, 2019 (dollars in thousands):

  Acquired  Acquired  Acquired 
  

Impaired

  

Non-impaired

  

Total

 

Loans acquired - contractual payments

 $7,729  $387,394  $395,123 

Nonaccretable difference

  (2,928)  0   (2,928)

Expected cash flows

  4,801   387,394   392,195 

Accretable yield

  (185)  (1,894)  (2,079)

Carrying balance at acquisition date

 $4,616  $385,500  $390,116 

The table below presents a roll forward of the accretable yield on the County Bank Corp. acquired loan portfolio for the years ended December 31, 2019, December 31, 2020, and December 31, 2021 and the three months ended March 31, 2022 (dollars in thousands):

(Dollars in thousands)

 

Acquired

  

Acquired

  

Acquired

 
  

Impaired

  

Non-impaired

  

Total

 

Balance, January 1, 2019

 $0  $0  $0 

Merger with County Bank Corp on October 1, 2019

  185   1,894   2,079 

Accretion October 1, 2019 through December 31, 2019

  0   (75)  (75)

Balance January 1, 2020

  185   1,819   2,004 

Accretion January 1, 2020 through December 31, 2020

  (50)  (295)  (345)

Balance January 1, 2021

  135   1,524   1,659 

Accretion January 1, 2021 through December 31, 2021

  (247)  (95)  (342)

Transfer from non-accretable to accretable yield

  400   0   400 

Balance January 1, 2022

  288   1,429   1,717 

Transfer from non-accretable to accretable yield

  400   0   400 

Accretion January 1, 2022 through March 31, 2022

  (102)  (151)  (253)

Balance, March 31, 2022

 $586  $1,278  $1,864 

The table below details the outstanding balances of the Community Shores Bank Corporation acquired loan portfolio and the acquisition fair value adjustments at acquisition date of July 1, 2020 (dollars in thousands):

  

Acquired

  

Acquired

  

Acquired

 
  

Impaired

  

Non-impaired

  

Total

 

Loans acquired - contractual payments

 $20,491  $158,495  $178,986 

Nonaccretable difference

  (2,719)  0   (2,719)

Expected cash flows

  17,772   158,495   176,267 

Accretable yield

  (869)  (596)  (1,465)

Carrying balance at acquisition date

 $16,903  $157,899  $174,802 

The table below presents a roll forward of the accretable yield on Community Shores Bank Corporation acquired loan portfolio for the years ended December 31, 2020 and December 31, 2021 and the three months ended March 31, 2022 (dollars in thousands):

  Acquired  Acquired  Acquired 
  

Impaired

  

Non-impaired

  

Total

 

Balance January 1, 2020

 $0  $0  $0 

Merger with Community Shores Bank Corporation on July 1, 2020

  869   596   1,465 

Accretion July 1, 2020 through December 31, 2020

  (26)  (141)  (167)

Balance, January 1, 2021

  843   455   1,298 

Accretion January 1, 2021 through December 31, 2021

  (321)  (258)  (579)

Balance January 1, 2022

  522   197   719 

Transfer from non-accretable to accretable yield

  874   0   874 

Accretion January 1, 2022 through March 31, 2022

  (302)  0   (302)

Balance, March 31, 2022

 $1,094  $197  $1,291 

17

NOTE 4 - 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
September 30,
  Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Basic Earnings Per Share            
Net income available to common shareholders $1,720  $1,683  $4,801  $4,402 
                 
Weighted average common shares outstanding  3,452,278   3,439,633   3,448,341   3,455,141 
                 
Basic earnings per share $0.50  $0.50  $1.39  $1.28 
                 
Diluted Earnings Per Share                
Net income available to common shareholders $1,720  $1,683  $4,801  $4,402 
                 
Weighted average common shares outstanding  3,452,278   3,439,633   3,448,341   3,455,141 
Plus dilutive stock options and restricted stock units  6,370   4,146   4,744   4,380 
                 
Weighted average common shares outstanding and potentially dilutive shares  3,458,648   3,443,780   3,453,085   3,459,520 
                 
Diluted earnings per share $0.50  $0.50  $1.39  $1.28 
  

Three Months Ended

 

(Dollars in thousands, except share data)

 

March 31,

 
  

2022

  

2021

 

Basic

        

Net income

 $5,528  $6,238 
         

Weighted average common shares outstanding

  7,495,464   7,801,058 
         

Basic earnings per common shares

 $0.74  $0.80 
         

Diluted

        

Net income

 $5,528  $6,238 
         

Weighted average common shares outstanding

  7,495,464   7,801,058 

Plus dilutive stock options and restricted stock units

  21,461   9,732 
         

Weighted average common shares outstanding and potentially dilutive shares

  7,516,925   7,810,790 
         

Diluted earnings per common share

 $0.74  $0.80 

 

NoteThere were 12,000 stock options that 2016were considered anti-dilutive to earnings per share amounts have been adjusted for the 5% stock dividend paid on Maythree months ended March 31, 2017.

2022.  There were 31,5000 stock options that were considered to be anti-dilutive to earnings per share for the three months ended September 30, 2017 and 32,550 forMarch 31, 2021.  There were 0 restricted stock units that were considered anti-dilutive to earnings per share during either the three months ended September 30, 2016 with an exercise price more than the average market price which have been excluded from the calculation of diluted earnings above.March 31, 2022 or March 31, 2021.

 


18

NOTE Note 5FINANCIAL INSTRUMENTSFinancial Instruments

 

Financial instruments as of the dates indicated were as follows:

 

(Dollars in thousands) Carrying Amount  Estimated Fair Value  Quoted Prices in Active Markets for Identical Assets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Unobservable Inputs (Level 3) 
                
September 30, 2017               
Assets:               
Cash and due from banks $12,725  $12,725  $12,725  $  $ 
Securities available for sale  173,306   173,306   1,877   157,886   13,543 
Federal Home Loan Bank and Federal Reserve Bank stock  3,567   3,567      3,567    
Loans held for sale  2,378   2,451      2,451    
Loans to other financial institutions  13,293   13,699         13,699 
Loans, net  389,874   391,408         391,408 
                     
Liabilities:                    
Noninterest-bearing deposits  136,542   136,542      136,542    
Interest-bearing deposits  389,296   388,603      388,603    
Federal funds purchased  2,650   2,650      2,650    
Repurchase agreements  3,794   3,794      3,794    
Federal Home Loan Bank advances  30,276   30,298      30,298    
                     
December 31, 2016                    
Assets:                    
Cash and due from banks $14,809  $14,809  $14,809  $  $ 
Securities available for sale  174,388   174,388   1,383   157,902   15,103 
Federal Home Loan Bank and Federal Reserve Bank stock  3,567   3,567      3,567    
Loans held for sale  1,974   2,044      2,044    
Loans, net  364,723   365,780         365,780 
                     
Liabilities:                    
Noninterest-bearing deposits  127,611   127,611      127,611    
Interest-bearing deposits  384,775   383,879      383,879    
Repurchase agreements  7,913   7,913      7,913    
Federal Home Loan Bank advances  12,301   12,323      12,323    
          

Quoted Prices

         
          

In Active

  

Significant

     
          

Markets for

  

Other

  

Significant

 
          

Identical

  

Observable

  

Unobservable

 

(Dollars in thousands)

 

Carrying

  

Estimated

  

Assets

  

Inputs

  

Inputs

 
  

Amount

  

Fair Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

March 31, 2022

                    

Assets

                    

Cash and cash equivalents

 $89,976  $89,976  $89,976  $0  $0 

Equity securities at fair value

  8,282   8,282   6,515   0   1,767 

Securities available for sale

  641,048   641,048   0   641,048   0 

Securities held to maturity

  429,918   397,911   0   380,447   17,464 

Federal Home Loan Bank and Federal

                    

Reserve Bank stock

  8,557   8,557   0   8,557   0 

Loans held for sale

  13,450   13,853   0   13,853   0 

Loans to other financial institutions

  0   0   0   0   0 

Loans, net

  1,019,805   1,001,696   0   0   1,001,696 

Accrued interest receivable

  9,382   9,382   0   9,382   0 

Interest rate lock commitments

  167   167   0   167   0 

Mortgage loan servicing rights

  4,680   5,537   0   5,537   0 
                     

Liabilities

                    

Noninterest-bearing deposits

  565,657   565,657   0   565,657   0 

Interest-bearing deposits

  1,579,944   1,577,909   0   1,577,909   0 

Borrowings

  0   0   0   0   0 

Subordinated debentures

  35,078   31,350   0   31,350   0 

Accrued interest payable

  181   181   0   181   0 
                     

December 31, 2021

                    

Assets

                    

Cash and cash equivalents

 $31,887  $31,887  $31,887  $0  $0 

Equity securities at fair value

  8,492   8,492   6,724   0   1,768 

Securities available for sale

  1,098,885   1,098,885   0   1,077,835   21,050 

Federal Home Loan Bank and Federal

                    

Reserve Bank stock

  8,888   8,888   0   8,888   0 

Loans held for sale

  9,351   9,632   0   9,632   0 

Loans to other financial institutions

  42,632   42,632   0   42,632   0 

Loans, net

  1,009,160   999,393   0   0   999,393 

Accrued interest receivable

  8,211   8,211   0   8,211   0 

Interest rate lock commitments

  172   172   0   172   0 

Mortgage loan servicing rights

  4,666   5,522   0   5,522   0 
                     

Liabilities

                    

Noninterest-bearing deposits

  560,931   560,931   0   560,931   0 

Interest-bearing deposits

  1,491,363   1,491,135   0   1,491,135   0 

Borrowings

  50,000   50,000   0   50,000   0 

Subordinated debentures

  35,017   33,414   0   33,414   0 

Accrued interest payable

  441   441   0   441   0 

 

The estimated fair values approximate the carrying amounts for all financial instruments except those described later in this paragraph. The methodology for determining the estimated fair value for securities available for sale is described in Note 6. The estimated fair value for loans is based on the rates charged at September 30, 2017 and December 31, 2016 for new loans with similar maturities, applied until the loan is assumed to reprice or be paid. The allowance for loan losses is considered to be a reasonable estimate of discount for credit quality concerns. The estimated fair values for time deposits and Federal Home Loan Bank (“FHLB”) advances are based on the rates paid at September 30, 2017 and December 31, 2016 for new deposits or FHLB advances, applied until maturity. The estimated fair values for other financial instruments and off-balance sheet loan commitments are considered nominal.


19

NOTE 6 – FAIR VALUE MEASUREMENTS

 

The following tables present information about the Bank’s assets and liabilities measured at fair value on a recurring basis 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 theChoiceOne 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. TheChoiceOne 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 September 30, 2017March 31, 2022 or December 31, 2016.2021. Disclosures concerning assets measured at fair value are as follows:

 

Assets Measured at Fair Value on a Recurring Basis

 

  

Quoted Prices

             
  

In Active

  

Significant

         
  

Markets for

  

Other

  

Significant

     
  

Identical

  

Observable

  

Unobservable

  

Balance

 

(Dollars in thousands)

 

Assets

  

Inputs

  

Inputs

  

at Date

 
  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Indicated

 

Equity Securities Held at Fair Value - March 31, 2022

                

Equity securities

 $6,515  $0  $1,767  $8,282 
                 

Investment Securities, Available for Sale - March 31, 2022

                

U. S. Government and federal agency

 $0  $0  $0  $0 

U. S. Treasury notes and bonds

  0   86,491   0   86,491 

State and municipal

  0   312,388   0   312,388 

Mortgage-backed

  0   226,669   0   226,669 

Corporate

  0   1,255   0   1,255 

Asset-backed securities

  0   14,245   0   14,245 

Total

 $0  $641,048  $0  $641,048 
                 

Equity Securities Held at Fair Value - December 31, 2021

                

Equity securities

 $6,724  $0  $1,768  $8,492 
                 

Investment Securities, Available for Sale - December 31, 2021

                

U. S. Government and federal agency

 $0  $2,008  $0  $2,008 

U. S. Treasury notes and bonds

  0   91,979   0   91,979 

State and municipal

  0   514,797   20,050   534,847 

Mortgage-backed

  0   433,115   0   433,115 

Corporate

  0   19,642   1,000   20,642 

Asset-backed securities

  0   16,294   0   16,294 

Total

 $0  $1,077,835  $21,050  $1,098,885 

(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 Date Indicated 
             
Investment Securities, Available for Sale – September 30, 2017            
U.S. Treasury notes and bonds $  $4,015  $  $4,015 
U.S. Government and federal agency     50,653      50,653 
State and municipal     83,552   12,043   95,595 
Mortgage-backed     9,420      9,420 
Corporate     5,695      5,695 
Foreign debt     4,440      4,440 
Equity securities  1,877      1,500   3,377 
Asset backed securities     111      111 
Total $1,877  $157,886  $13,543  $173,306 
                 
Investment Securities, Available for Sale - December 31, 2016                
U.S. Treasury notes and bonds $  $4,072  $  $4,072 
U.S. Government and federal agency     59,052      59,052 
State and municipal     75,370   13,603   88,973 
Mortgage-backed     7,789      7,789 
Corporate     7,041      7,041 
Foreign debt     4,400      4,400 
Equity securities  1,383      1,500   2,883 
Asset backed securities     178      178 
Total $1,383  $157,902  $15,103  $174,388 


20

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

 

 

Three Months Ended

 
(Dollars in thousands)      

March 31,

 
 

2022

 

2021

 

Equity Securities Held at Fair Value

 

Balance, January 1

 $1,768  $1,485 

Total realized and unrealized gains included in noninterest income

 (1) (40)

Net purchases, sales, calls, and maturities

 0  500 

Net transfers into Level 3

  0  0 

Balance, March 31

 $1,767  $1,945 
 

Amount of total losses for the period included in earning attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at March 31

 $(1) $(40)
 2017 2016  
Investment Securities, Available for Sale         
Balance, January 1 $15,103  $11,799  $21,050  $11,423 
Total realized and unrealized gains included in income      
Total unrealized gains (losses) included in other comprehensive income  271   131 

Total unrealized gains included in other comprehensive income

 0  (270)
Net purchases, sales, calls, and maturities  (1,831)  2,598  0  2,453 
Net transfers into Level 3       0  0 
Balance, September 30 $13,543  $14,528 

Transfer to held to maturity

  (21,050) 0 

Balance, March 31

 $0  $13,606 
 

Amount of total losses for the period included in earning attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at March 31

 $0  $(270)

 

Of the Level 3 assets that were held by the Bank at September 30, 2017, the net unrealized gain for the nine months ended September 30, 2017 was $271,000, which is recognized in other comprehensive income in the consolidated balance sheet.$3.2 million of Level 3 securities were purchased during the first nine months of 2017, $4.8 million of Level 3 securities matured or were called, and there were $204,000 in principal paydowns in the same period. Of the Level 3 assets that were held by the Bank at September 30, 2016, the net unrealized gain for the nine months ended September 30, 2016 was $131,000, which is recognized in other comprehensive income in the consolidated balance sheet.$5.1 million of Level 3 securities were purchased during the first nine months of 2016, $2.2 million of Level 3 securities matured or were called, and there were $267,000 in principal payments in the same period.

Both observable and unobservable inputs may be used to determine the fair value of positions classified as Level 3 investment securities 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 securitiesSecurities categorized as Level 3 assets as of March 31, 2022 primarily consist of common and preferred equity securities of community banks. As of December 31, 2021, bonds issued by local municipalities. The Bankmunicipalities were classified as available for sale and were included as Level 3 securities.  ChoiceOne estimates the fair value of these bonds and equity securities 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 BankChoiceOne also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets are not normally measured at fair value, but can be subject to fair value adjustments in certain circumstances, such as impairment.  Disclosures concerning assets measured at fair value on a non-recurring basis are as follows:

 

Assets Measured at Fair Value on a Non-recurring Basis

 

(Dollars in thousands) Balance at Dates Indicated  Quoted Prices in Active Markets for Identical Assets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Unobservable Inputs (Level 3) 
             
Impaired Loans            
September 30, 2017 $4,058  $  $  $4,058 
December 31, 2016 $4,911  $  $  $4,911 
                 
Other Real Estate                
September 30, 2017 $182  $  $  $182 
December 31, 2016 $437  $  $  $437 
      

Quoted Prices

         
      

In Active

  

Significant

     
      

Markets for

  

Other

  

Significant

 
  

Balances at

  

Identical

  

Observable

  

Unobservable

 

(Dollars in thousands)

 

Dates

  

Assets

  

Inputs

  

Inputs

 
  

Indicated

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Impaired Loans

                

March 31, 2022

 $4,940  $0  $0  $4,940 

December 31, 2021

 $5,433  $0  $0  $5,433 
                 

Other Real Estate

                

March 31, 2022

 $172  $0  $0  $172 

December 31, 2021

 $194  $0  $0  $194 
                 

Mortgage Loan Servicing Rights

                

March 31, 2022

 $4,680  $0  $4,680  $0 

December 31, 2021

 $4,666  $0  $4,666  $0 

  

Impaired loans categorized as Level 3 assets consist of non-homogeneous loans that are considered impaired.  The BankChoiceOne estimates the fair value of the loans based on the present value of expected future cash flows using management’s 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 changes in fair value consisted of charge-downs of impaired loans that were posted to the allowance for loan losses and write-downs of other real estate that were posted to a valuation account.

 

21

NOTE 7 – REVENUE FROM CONTRACTS WITH CUSTOMERS

ChoiceOne has a variety of sources of revenue, which include interest and fees from customers as well as revenue from non-customers.  ASC Topic 606, Revenue from Contracts With Customers, covers certain sources of revenue that are classified within noninterest income in the Consolidated Statements of Income.  Sources of revenue that are included in the scope of ASC Topic 606 include service charges and fees on deposit accounts, interchange income, investment asset management income and transaction-based revenue, and other charges and fees for customer services.

Service Charges and Fees on Deposit Accounts

Revenue includes charges and fees to provide account maintenance, overdraft services, wire transfers, funds transfer, and other deposit-related services.  Account maintenance fees such as monthly service charges are recognized over the period of time that the service is provided.  Transaction fees such as wire transfer charges are recognized when the service is provided to the customer.

Interchange Income

Revenue includes debit card interchange and network revenues.  This revenue is earned on debit card transactions that are conducted through payment networks such as MasterCard. The revenue is recorded as services are delivered and is presented net of interchange expenses.

Investment Commission Income

Revenue includes fees from the investment management advisory services and revenue is recognized when services are rendered.  Revenue also includes commissions received from the placement of brokerage transactions for purchase or sale of stocks or other investments. Commission income is recognized when the transaction has been completed.

Trust Fee Income

Revenue includes fees from the management of trust assets and from other related advisory services. Revenue is recognized when services are rendered.

Following is noninterest income separated by revenue within the scope of ASC 606 and revenue within the scope of other GAAP topics:

  

Three Months Ended

 
  

March 31,

 

(Dollars in thousands)

 

2022

  

2021

 
         

Service charges and fees on deposit accounts

 $1,031  $785 

Interchange income

  1,157   1,135 

Investment commission income

  205   236 

Trust fee income

  178   173 

Other charges and fees for customer services

  148   166 

Noninterest income from contracts with customers within the scope of ASC 606

  2,719   2,495 

Noninterest income within the scope of other GAAP topics

  1,126   3,105 

Total noninterest income

 $3,845  $5,600 

NOTE 78 – SUBSEQUENT EVENTS

 

During the first quarter of 2022, the Federal Reserve increased the federal funds rate by 25 basis points in response to published inflation rates, causing interest rates generally to sharply increase.  This change in interest rates increased ChoiceOne's unrealized pre-tax loss on its available for sale securities portfolio from $3.3 million at December 31, 2021 to $42.8 million at March 31, 2022.  Additionally, meeting minutes from the Federal Open Market Committee indicated that additional increases in the federal funds rate are expected in order to combat inflation in the coming quarters.  As such, ChoiceOne has elected to utilize interest rate derivatives in order to better manage its interest rate risk position.  On October 3, 2017 April 21, 2022, ChoiceOne Insurance Agencies Inc (“the Agency”)purchased five forward-starting interest rate caps with a total notional amount of $200 million and entered into an agreement with Ridgetown Investments LLC (“Ridgetown”), to sell a portion$200 million forward-starting pay-fixed interest rate swap.  ChoiceOne also entered into a $200 million receive-fixed interest rate swap, which, in the current environment, offsets the cost of the investment book of business previously managed by the Agency. Per the agreement, Ridgetown agreed to pay $908,000rising rate protection.  The five forward-starting interest rate caps are tied to the Agency for future revenue generated by the bookSecured Overnight Financing Rate ("SOFR") with a strike price of business. This transaction would result2.68%, and are structured as a two-year forward eight year term.  The forward-starting pay-fixed interest rate swap is also structured with a two-year forward eight year term, and ChoiceOne will pay a coupon rate of 2.75% while receiving SOFR.  The receive-fixed interest rate swap has a two year term with an immediate start date and ChoiceOne is receiving a fixed coupon of 2.41% while paying SOFR.  These strategies create accounting symmetry between available-for-sale securities and other comprehensive income (equity), thus protecting tangible capital from further increases in a $908,000 gain which will be reportedinterest rates.  These three strategies, in the fourth quarter of 2017.aggregate, are expected to be modestly accretive to net income in 2022 and better position ChoiceOne Bank should rates continue to rise.


22

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”) and, its wholly-owned subsidiary ChoiceOne Bank, (the “Bank”), and theChoiceOne Bank’s wholly-owned subsidiary, ChoiceOne Insurance Agencies, Inc.  This discussion should be read in conjunction with the interim consolidated financial statements and related notes.

 

FORWARD-LOOKING STATEMENTS

 

This discussion and other sections of this quarterly 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 ChoiceOne itself.ChoiceOne.  Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” “look forward,” “continue”, “future”, and variations of such words and similar expressions are intended to identify such forward-looking statements.  Management’s determination of the provision and allowance for loan losses, the carrying value of goodwill, and loan servicing rights, other real estate owned, and the fair value of investment securities (including whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment) and management’s assumptions concerning pension and other postretirement benefit plans involve judgments that are inherently forward-looking.  Examples of forward-looking statements also include, but are not limited to, statements related to risks and uncertainties related to, and the impact of, the COVID-19 pandemic on the businesses, financial condition and results of operations of ChoiceOne and its customers and statements regarding the outlook and expectations of ChoiceOne and its customers.  All of the information concerning interest rate sensitivity is forward-looking.  All statements with references to future time periods are forward-looking.  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, ChoiceOne undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

 

RiskAdditional risk factors include, but are not limited to, the risk factors discussed in Item 1A of ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2016.2021 and in Part II, Item 1A of this Quarterly Report on Form 10-Q.  These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

23

RESULTS OF OPERATIONS

 

RESULTS OF OPERATIONS

Summary

Net income for the thirdfirst quarter of 20172022 was $1,720,000,$5,528,000, which represented an increasea decline of $37,000$710,000 or 11% compared to the first quarter of 2021.  Basic and diluted earnings per common share were $0.74 for the first quarter of 2022 compared to $0.80 for the first quarter of the prior year.  The decline in net income in the first quarter of 2022 compared to the same period in 2016.the prior year resulted in part from a decline of refinancing activity within ChoiceOne's mortgage portfolio due to a rise in mortgage rates since the first quarter of the prior year.  Net income for the first nine monthsalso declined as noninterest expense increased related to salaries and wages of 2017 was $4,801,000, which representednew commercial loan production staff and wealth management staff.  These factors were offset by an increase of $399,000 or 9% over$1.8 million in interest income as the balance of both core loans and securities continued to grow.  Core loans (defined as loans excluding loans held for sale, loans to other financial institutions, and Paycheck Protection Program (“PPP”) loans) increased $121.3 million from March 31, 2021 to March 31, 2022.  

The return on average assets and return on average shareholders’ equity were 0.93% and 10.72%, respectively, for the first quarter of 2022, compared to 1.25% and 11.13%, respectively, for the same period in 2016. Growth2021.

Paycheck Protection Program ("PPP")

ChoiceOne processed over $126 million in net interest incomePPP loans in 2020, acquired an additional $37 million in PPP loans in the merger with Community Shores, and originated $89.1 million in PPP loans in 2021.  PPP loans are forgivable, in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. PPP loans carry a fixed rate of 1.00% and a relatively small reductionterm of two years (loans made before June 5, 2020) or five years (loans made on or after June 5, 2020), if not forgiven in noninterest expensewhole or in part.  Payments are deferred until either the date on which the Small Business Administration ("SBA") remits the amount of forgiveness proceeds to the lender or the date that is ten months after the last day of the covered period if the borrower does not apply for forgiveness within that ten-month period.  The loans are 100% guaranteed by the SBA.  The SBA pays the originating bank a processing fee ranging from 1% to 5%, based on the size of the loan. Upon SBA forgiveness, unrecognized fees are recognized into interest income.  During the three months ended March 31, 2022, $24.7 million of PPP loans were partially offset by a higher provision for loan lossesforgiven resulting in $869,000 of fee income.  $8.5 million in PPP loans and lower noninterest$351,000 in deferred PPP fee income remains outstanding as of March 31, 2022.  Management expects the remaining PPP loans to be forgiven in the second quarter of 2022.

Dividends

Cash dividends of $1,872,000 or $0.25 per share were declared in the first quarter of 2022, compared to $1,716,000 or $0.22 per share declared in the first quarter of 2021.  The cash dividend payout percentage was 33.9% for the first nine monthsquarter of 2017 than2022, compared to 27.5% in the same period in the prior year. Basic and diluted earnings per common share were $0.50 for the third quarter and $1.39 for the first nine months of 2017, compared to adjusted amounts of $0.50 and $1.28, respectively, for the same periods in 2016. Earnings per share amounts for the prior year have been adjusted for the 5% stock dividend paid on May 31, 2017. The return on average assets (“ROAA”) and return on average shareholders’ equity (“ROAE”) percentages were 1.02% and 8.59%, respectively, for the first nine months of 2017, compared to 1.01% and 8.15%, respectively, for the same period in 2016. ROAA and ROAE percentages are non-GAAP financial measures management believes to be useful to investors.

 

Dividends

Cash dividends of $585,000 or $0.17 per share were declared in the third quarter of 2017, compared to $557,000 or an adjusted $0.16 per share in the third quarter of 2016. The cash dividends declared in the first nine months of 2017 were $1,738,000 or an adjusted $0.50 per share, compared to $1,674,000 or an adjusted $0.49 per share declared in the same period in 2016. Dividends per share amounts for the prior year have been adjusted for the 5% stock dividend paid on May 31, 2017.

Interest Income and Expense

Tables 1 and 2 on the following pages provide information regarding interest income and expense for the nine-month periodsthree months ended September 30, 2017March 31, 2022 and 2016, respectively.2021.  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.

 


24

Table 1 – Average Balances and Tax-Equivalent Interest Rates

  Nine Months Ended September 30, 
  2017  2016 
(Dollars in thousands) Average
Balance
 Interest Rate  Average
Balance
 Interest Rate 
Assets:            
Loans (1) $382,478   13,165   4.59% $355,281   12,301   4.62%
Taxable securities (2) (3)  126,288   1,935   2.04   117,635   1,731   1.96 
Nontaxable securities (1) (2)  55,229   1,613   3.89   53,685   1,643   4.08 
Other  6,345   50   1.06   3,915   14   0.18 
Interest-earning assets  570,340   16,763   3.92   530,516   15,689   3.94 
Noninterest-earning assets  56,682           53,913         
Total assets $627,022          $584,429         
                         
Liabilities and Shareholders’ Equity:                        
Interest-bearing demand deposits $207,642   275   0.18% $193,675   190   0.13%
Savings deposits  76,369   11   0.02   72,619   16   0.03 
Certificates of deposit  106,695   574   0.72   86,707   393   0.60 
Advances from Federal Home Loan Bank  19,963   169   1.13   25,127   119   0.63 
Other  5,453   10   0.24   8,698   7   0.11 
Interest-bearing liabilities  416,122   1,039   0.33   386,826   725   0.25 
Noninterest-bearing demand deposits  133,636           122,641         
Other noninterest-bearing liabilities  2,775           2,945         
Total liabilities  552,533           512,412         
Shareholders’ equity  74,489           72,017         
Total liabilities and shareholders’ equity $627,022          $584,429         
                         
Net interest income (tax-equivalent basis) - interest spread (Non-GAAP)      15,724   3.59%      14,964   3.69%
Tax-equivalent adjustment (1)      (553)          (563)    
Net interest income (GAAP)     $15,171          $14,401     
Net interest income as a percentage of earning assets (tax-equivalent basis) (Non-GAAP)          3.68%          3.76%

  

Three Months Ended March 31,

 
  

2022

  

2021

 

(Dollars in thousands)

 

Average

          

Average

         
  

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

 

Assets:

                        

Loans (1)(3)(4)(5)

 $1,037,646  $12,304   4.74

%

 $1,080,181  $12,687   4.70

%

Taxable securities (2)

  795,888   3,507   1.76   438,575   1,856   1.69 

Nontaxable securities (1)

  334,793   2,097   2.50   201,228   1,390   2.76 

Other

  36,460   14   0.15   84,822   20   0.09 

Interest-earning assets

  2,204,787   17,921   3.25   1,804,806   15,953   3.54 

Noninterest-earning assets

  171,077           184,954         

Total assets

 $2,375,864          $1,989,760         
                         

Liabilities and Shareholders' Equity:

                        

Interest-bearing demand deposits

 $928,437  $435   0.19

%

 $715,868  $429   0.24

%

Savings deposits

  440,873   146   0.13   355,395   114   0.13 

Certificates of deposit

  179,375   202   0.45   195,093   337   0.69 

Borrowings

  10,239   6   0.22   8,462   35   1.70 

Subordinated debentures

  35,342   364   4.12   3,099   52   6.65 

Interest-bearing liabilities

  1,594,266   1,153   0.29   1,277,917   967   0.30 

Demand deposits

  553,267           479,649         

Other noninterest-bearing liabilities

  22,051           7,937         

Total liabilities

  2,169,584           1,765,503         

Shareholders' equity

  206,280           224,257         

Total liabilities and shareholders' equity

 $2,375,864          $1,989,760         
                         

Net interest income (tax-equivalent basis) (Non-GAAP) (1)

     $16,768          $14,986     
                         

Net interest margin (tax-equivalent basis) (Non-GAAP) (1)

          3.04

%

          3.32

%

                         

Reconciliation to Reported Net Interest Income

                        

Net interest income (tax-equivalent basis) (Non-GAAP) (1)

     $16,768          $14,986     

Adjustment for taxable equivalent interest

      (447)          (297)    

Net interest income (GAAP)

     $16,321          $14,689     

Net interest margin (GAAP)

          2.96

%

          3.26

%

 (1)

(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% for21%.  The presentation of these measures on a tax-equivalent basis is not in accordance with GAAP, but is customary in the periods presented.banking industry.  These non-GAAP measures ensure comparability with respect to both taxable and tax-exempt loans and securities.

(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.

(3)

Loans include both loans to other financial institutions and loans held for sale.

(4)Non-accruing loan and PPP loan balances are included in the balances of average loans.  Non-accruing loan average balances were $1.4 million and $5.9 million in the first quarter of 2022 and 2021, respectively.  PPP loan average balances were $22.8 million and $137.7 million in the first quarter of 2022 and 2021, respectively.
(5)Interest on loans included net origination fees, accretion income, and PPP fees.  Accretion income was $818,000 and $351,000 in the first quarter of 2022 and 2021, respectively. PPP fees were approximately $869,000 and $1.4 million in the first quarter of 2022 and 2021, respectively.


25

Table 2 – Changes in Tax-Equivalent Net Interest Income

 

 Nine Months Ended September 30,  

Three Months Ended March 31,

 
(Dollars in thousands) 2017 Over 2016  

2022 Over 2021

 
 Total Volume Rate  

Total

 

Volume

 

Rate

 
Increase (decrease) in interest income (1)             
Loans (2) $864  $981  $(117) $(383) $(1,063) $680 
Taxable securities  204   131   73  1,651  1,568  83 
Nontaxable securities (2)  (30)  66   (96) 707  1,521  (814)
Other  36   12   24   (6) (50) 43 
Net change in tax-equivalent interest income  1,074   1,190   (116)

Net change in interest income

  1,969  1,976  (8)
             
Increase (decrease) in interest expense (1)             
Interest-bearing demand deposits  85   15   70  6  436  (430)
Savings deposits  (5)  1   (6) 32  30  2 
Certificates of deposit  181   100   81  (135) (25) (110)
Advances from Federal Home Loan Bank  50   (41)  91 
Other  3   (5)  8 

Borrowings

 (30) 43  (73)

Subordinated debentures

  312   452   (139)
Net change in interest expense  314   69   245   185  936  (750)
Net change in tax-equivalent net interest income $760  $1,121  $(361) $1,784  $1,040  $742 

 

 

(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.21%.

 

Net Interest Income

The presentation of net interest income on a tax-equivalent basis is not in accordance with U.S. 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 $553,000 and $563,000 for the nine months ended September 30, 2017 and 2016, respectively. These adjustments were computed using a 34% federal income tax rate.

As shown in Tables 1 and 2, tax-equivalentTax-equivalent net interest income increased $760,000$1.8 million in the first ninethree months of 20172022 compared to the same period in 2016.2021.  This was partially due to a $490.9 million increase in the securities portfolio balance compared to 2021. Net interest margin on a tax-equivalent basis declined by 28 basis points to 3.04% in the first quarter of 2022 from 3.32% in the same period of 2021. The effectdecline was due to lower PPP fees and a higher percentage of growthsecurities to total assets. 

The average balance of loans decreased $42.5 million in the first quarter of 2022 compared to the same period in 2021.  The decline in average interest-earning assets, partiallyloan balance is due to average PPP loans declining $116.9 million from March 31, 2021 to March 31, 2022.  This decline in balance was offset by an increase in average interest-bearing liabilities, caused tax-equivalent net interest incomecore loans (defined as loans excluding PPP loans, loans to increase $1.1other financial institutions, and loans held for sale) of $86.7 million in the first nine months of 2017 comparedfrom March 31, 2021 to the same period in the prior year.March 31, 2022. The net interest spread was reduced 10 basis points from 3.69% in the first nine months of 2016, to 3.59% in the first nine months in 2017, which caused a decrease in net interest income of $361,000.

The decline in the interest spread was due to a 2 basis point decrease in the average rate earned on interest-earning assets in the first nine months of 2017 compared to the same nine months in 2016 plus the effect of an 8 basis point increase in the average rate paid on interest-bearing liabilities. The reduction in the average rate earned on interest-earning assets was caused by relatively low general market rates on newPPP loan originationsbalance and securities purchased in 2016 and the first nine months of 2017. Interest rates on loans are also being impacted by rate pressure from competing financial institutions in the markets in which ChoiceOne operates. The higher rate paid on interest-bearing liabilities resulted from growth in brokered certificates of deposit, which increased the overall average rate on this deposit type, as well as increases in short-term interest rates in 2016 and the first nine months of 2017 which increased the average rate paid on advances from the Federal Home Loan Bank.


The average balance of loans increased $27.2 million in the first nine months of 2017 compared to the same period in 2016. Average commercial and industrial and commercial real estate loans were $22.1 million higher, while average consumer and residential mortgage loans grew $2.2 million and $2.9 million, respectively, in the first nine months of 2017. The increase in the average loans balance was offset by a 3 basis point decrease in the average rate earned. The combination of the loan growth and interest rate declinefees caused tax-equivalent interest income from loans to increase $864,000decrease $383,000 in the first nine monthsquarter of 20172022 compared to the same period in the prior year. The average balance of total securities grew $10.2increased $490.9 million in the first nine monthsquarter of 20172022 compared to the same period in 2016. Additional2021. The securities were purchasedportfolio has grown as ChoiceOne has deployed excess deposit dollars into securities with the intent to transition to loans as good credits become available.  The effect of the average balance growth, partially offset by a combined 5 basis point reduction in 2016 andthe average rate earned on securities, caused tax-equivalent securities income to increase $2.4 million in the first nine monthsquarter of 2017 to provide added liquidity and to provide earning asset growth. Growth in the average balance of securities, offset by a small decline in the overall average interest rate earned, caused interest income on securities to increase $174,000 in the first nine months of 20172022 compared to the same period in 2016.2021. 

 

26

The

Growth of $298.0 million in the average balance of interest-bearing demand deposits increased $14.0 millionand savings deposits, partially offset by a combined 3 basis point decrease in the first nine months of 2017 compared to the same period in 2016. This growth, plus the effect of a 5 basis point increase in theaverage rate paid, caused interest expense to grow $85,000be $38,000 higher in the first three quartersmonths of 20172022 compared to the same period infirst three months of the prior year. The average balance of certificates of deposit increased $20.0decreased $15.7 million in the first ninethree months of 20172022 compared to the same period in 2016.2021. The decreased balance and a reduction of 24 basis points in the average rate paid on certificates caused interest expense to decrease $135,000 in the first three months of 2022 compared to the same period in 2021.  In September 2021, ChoiceOne completed a private placement of $32.5 million in aggregate principal amount of 3.25% fixed-to-floating rate subordinated notes due 2031.  In addition, ChoiceOne holds certain subordinated debentures issued in connection with a trust preferred securities offering that were obtained as part of the merger with Community Shores.  These increased the average balance of brokered certificates of deposit was $26.4subordinated debentures by $32.2 million higher in the first ninethree months of 2017 and the balance of local certificates of deposit was $6.4 million lower in the first nine months of 20172022 compared to the same period in the prior year. The impact of growth in the average certificates balanceyear and a 12 basis point increase in the average rate paid caused interest expense to grow $181,000increase by $312,000. 

Provision and Allowance for Loan Losses

The provision for loan losses was $0 in the first three quartersquarter of 20172022, compared to the same period$250,000 in 2016. The effect of a $5.2 million decline in the average balance of Federal Home Loan Bank advances was more than offset by a 50 basis point increase in the average rate paid which caused growth of $50,000 in interest expense in the first nine months of 2017 compared to the same period in the prior year.

Provision and Allowance for Loan Losses

Total loans increased $25.1 million No provision in the first nine monthsquarter of 2017, while2022 was deemed prudent based on our assessment of the probable estimated losses inherent in the loan portfolio. Our methodology for measuring the appropriate level of allowance for loan losses decreased $61,000 during the same period. Aand related provision for loan losses involves specific allocations for loans considered impaired, and general allocations for homogeneous loans based on historical loss experience.  

Loans classified as impaired loans declined by $494,000 during the three months ended March 31, 2022.  The specific allowance for loan losses for impaired loans increased by $44,000 during the three months ended March 31, 2022 as the loans being evaluated had a higher risk of $95,000 was recordedloss based on management's judgement than impaired loans at  December 31, 2021.

The determination of our loss factors is based, in part, upon our actual loss history adjusted for significant qualitative factors that, in management's judgment, affect the thirdcollectability of the portfolio as of the analysis date.  ChoiceOne uses a rolling 20 quarter and $120,000actual net charge-off history as the base for the first nine months of 2017, compared to $0 for the same periods in 2016. computation. 

Nonperforming loans were $3.9$4.7 million as of September 30, 2017,March 31, 2022, compared to $4.6 million as of June 30, 2017 and $5.1$5.5 million as of December 31, 2016. The decrease in nonperforming loans in the third quarter was due to lower balances of nonaccrual loans and loans past due 90 days or more and still accruing.2021.  The allowance for loan losses was 1.07%0.74% of total loans at September 30, 2017,March 31, 2022, compared to 1.08% at June 30, 2017, and 1.16%0.76% at December 31, 2016.2021.  Loans acquired in the mergers with County and Community Shores were recorded at fair value and as a result do not have an allowance for loan losses allocated to them unless credit deteriorates subsequent to acquisition.  ChoiceOne has $4.5 million in credit mark remaining on loans acquired in the mergers.  If the credit mark associated with the loans acquired in the mergers were added to the allowance for loan losses, the total allowance for loan losses would have represented 1.18% of total loans at March 31, 2022.

 

Charge-offs and recoveries for respective loan categories for the ninethree months ended September 30March 31, 2022 and 2021 were as follows:

 

(Dollars in thousands) 2017 2016  

2022

 

2021

 
 Charge-offs Recoveries Charge-offs Recoveries  

Charge-offs

 

Recoveries

 

Charge-offs

 

Recoveries

 
Agricultural $  $  $  $  $-  $-  $-  $- 
Commercial and industrial  374   4   33   31  31  2  74  9 
Consumer  189   107   136   119  112  52  71  79 
Commercial real estate     226      35  -  1  48  - 
Construction real estate     40       
Residential real estate  44   49   94   160   -  1  -  2 
 $607  $426  $263  $345  $143  $56  $193  $90 

 

Net recoveries were $23,000 in the third quarter and net charge-offs were $181,000$87,000 in the first nine monthsquarter of 2017,2022, compared to net charge-offs of $20,000 and net recoveries of $82,000 in$103,000 during the same periodsperiod in the prior year.2021. Net charge-offs on an annualized basis as a percentage of average loans were 0.06%0.03% in the first ninethree months of 2017,2022 compared to annualized net recoveriescharge-offs of 0.03% for0.04% of average loans in the same period in the prior year. Management is aware that the economic climate in Michigan will continue to affect business and individual borrowers. Management believes that the COVID-19 pandemic will continue to have an impact in 2022 and, accordingly, has maintained a qualitative allocation related to the COVID-19 pandemic in evaluating its allowance for loan losses. Management has worked and intends to continue to work with delinquent borrowers in an attempt to lessen the negative impact of the COVID-19 pandemic on ChoiceOne. 

ChoiceOne has allocated approximately $545,000 of its allowance for loan losses to ChoiceOne. Asborrowers falling into industry classification codes that management believes to be highly or moderately affected by the pandemic, as follows:  

Highly Affected 
Moderately Affected
Accommodation 
Ambulatory Health Care Services
Amusement, Gambling, and Recreation Industries 
Educational Services
Food Services and Drinking Places
Merchant Wholesalers, Durable Goods
Performing Arts, Spectator Sports, and Related Industries
Merchant Wholesalers, Nondurable Goods
Rental and Leasing Services 
Miscellaneous Store Retailers
Scenic and Sightseeing Transportation 
Motion Picture and Sound Recording Industries
Transit and Ground Passenger Transportation 
Real Estate

Loans highly affected and moderately affected based on their commercial industry category have been allocated an additional 10 basis points and 5 basis points, respectively.  ChoiceOne has also allocated 5 basis points to all retail loan categories.  It is noted that this allowance amount is in addition to the regularly calculated allowance based on risk rating and qualitative factors.  These allocations have continued to decline, as ChoiceOne has seen improvements in customer, industry, and economic conditions related to the effects of the pandemic.  ChoiceOne will continue to monitor concentrations as part of its analysis on an ongoing basis. Management will continue to monitor charge-offs, changes in the level of nonperforming loans, and changes within the composition of the loan portfolio occur inand the remainderimpact of 2017,the COVID-19 pandemic, and it will adjust the provision and allowance for loan losses will be reviewed by the Bank’s management and adjusted as determined to be necessary.

 


Noninterest Income

Total noninterest income decreased $82,000 in the third quarter and $302,000declined $1.8 million in the first nine monthsquarter of 2017 compared to the same periods in 2016. The decline was caused by lower gains on sales of loans in the first nine months of 2017 when2022 compared to the same period in 2016. The reduction in mortgage2021.  Total noninterest income was primarily due to higher interest rates in the current year and a relatively low inventoryfirst quarter of homes available for sale in the Bank’s primary market areas. Gains2021 was bolstered by heightened levels of refinancing activity within ChoiceOne's mortgage portfolio, with gains on sales of securities were also lowerloans $1.3 million larger than in the first three quartersquarter of 20172022.  Customer service charges increased $269,000 compared to the same period in the prior year.  Prior year as a resultservice charges were depressed by stay at home orders during the COVID-19 pandemic.  The market value of higher interest rates inequity securities declined during the current year which impacted ChoiceOne’s abilityquarter compared to recognize gains.the first quarter of 2021 consistent with general market conditions.  Equity securities include local community bank stocks and Community Reinvestment Act bond mutual funds.

 

Noninterest Expense

Total noninterest expense increased $122,000 in the third quarter and decreased $128,000declined $68,000 in the first nine monthsquarter of 20172022 compared to the fourth quarter of 2021 and increased $1.2 million compared to the first quarter of 2021.  The increase since the first quarter of 2021 is related to an increase in salaries and wages due to new commercial loan production staff and wealth management staff.  Data processing and other expenses have also increased in the first quarter of 2022 compared to the same periods in 2016. An increase in salaries and benefits expense in both the third quarter and first nine months of 2017 compared to the same periods in 2016 resulted from higher salaries from raises and personnel additions and higher bonus accruals. Occupancy and equipment expense grew in the third quarter and first three quarters of 2017 compared to the same periods in the prior year dueas ChoiceOne looks to higher buildingimprove its efficiency through automation and equipment depreciation. The growth in salaries and benefits and occupancy and equipment expenses was partially offset by reductionsuse of $112,000 and $336,000 in intangible amortization expense in the third quarter and the first nine months of 2017, respectively, compared to the same periods in the prior year. The Bank’s intangible assets were completely amortized in the fourth quarter of 2016.digital tools.

 

Income Tax Expense

Income tax expense was $1,668,000$948,000 in the first nine monthsquarter of 20172022 compared to $1,591,000$1,272,000 for the same period in 2016.2021.  The decrease was due to a higher level of income before income tax in 2021. The effective tax rate was 25.8%14.6% for the first nine monthsquarter of 2017 and 26.5%2022 compared to 16.9% for the same period in 2016. Income tax expense for the thirdfirst quarter of 2017 was slightly lower than the same period2021.  The decline in the prior year dueeffective tax rate resulted from increased interest income from tax-exempt securities in 2022 compared to a larger impact from nontaxable income in the current year and slightly higher tax credits.2021.

27

FINANCIAL CONDITION

 

FINANCIAL CONDITIONSecurities

Securities

TheIn the last two years ChoiceOne has grown its securities portfolio substantially.  Total available for sale securities on December 31, 2020, amounted to $577.7 million and grew steadily to an available for sale balance on December 31, 2021, of $1.1 billion.  Many of the securities making up this balance include local municipals and other securities ChoiceOne has no intent to sell prior to maturity.  During the three months ended March 31, 2022, ChoiceOne elected to move $428.4 million of the portfolio decreased $7.1into a held to maturity status.  Management believes the $641.0 million in the third quarter and declined $1.1 million in the first nine monthsavailable for sale securities at March 31, 2022 to be sufficient for any future liquidity needs.

There were no sales of 2017. The decrease in the securities portfolio helped to fund ChoiceOne’s loan growth in the first three quarters of 2017. Various securities totaling $34.0 million were purchased in the first nine months of 2017 to replace maturities, principal repayments, and calls within the securities portfolio. Approximately $12.42022; however, $3.8 million of securities were called or matured in the first nine months of 2017.during that same period. Principal repayments on securities totaled $1.8$10.4 million in the first ninethree months of 2017. Approximately $22.52022.

Loans

Core loans, which exclude PPP loans, held for sale loans, and loans to other financial institutions, grew organically by $121.3 million from March 31, 2021 to March 31, 2022. Additions to our commercial lending staff in 2021 and investments in the automation of our commercial loan process have helped drive our pipeline of commercial loans and corresponding growth.  Loans to other financial institutions decreased $7.3 million from March 31, 2021 to March 31, 2022. Loans to other financial institutions is comprised of a warehouse line of credit to facilitate mortgage loan originations and fluctuates with the national mortgage market.  In the first quarter of 2022, $24.7 million of securitiesPPP loans were soldforgiven resulting in $869,000 of fee income.  $8.5 million in PPP loans and $351,000 in deferred PPP fee income remains outstanding as of March 31, 2022.  During the first quarter of 2022, ChoiceOne recorded accretion income in the first nine monthsamount of 2017 for a net gain$818,000, while the remaining credit mark on acquired loans from the recent mergers with County Bank Corp. and Community Shores totaled $4.5 million as of $177,000.March 31, 2022.  

 

Loans

Loans increased $14.6 million in the third quarter of 2017 and $25.1 million in the first nine months of 2017. Commercial real estateExcluding PPP loans, grew $6.5 million, agricultural loans grew $4.3 million, residential construction loans grew $1.8 million, residential real estate loans grew $1.4 million, and consumer loans grew $0.6 million in the most recent quarter whileChoiceOne saw an increase to commercial and industrial loans were unchanged.of $20.0 million and commercial real estate loans of $10.3 million during the first three months of 2022.  Excluding PPP loans, ChoiceOne saw declines of $3.3 million in agricultural loans and $3.4 million in construction real estate loans in the first three months of 2022.  The environment for loan originationsother changes resulted from normal fluctuations in ChoiceOne’s market area has become increasingly competitive.borrower activity.

 

Asset Quality

Information regarding impaired loans can be found in Note 3 to the consolidated financial statements included in this report.  The total balance of loans classified as impaired was $4.1$4.9 million as of September 30, 2017,at March 31, 2022, compared to $4.4 million as of June 30, 2017 and $4.9$5.4 million as of December 31, 2016.2021.  The impaired loans balance was steady or declined in all loan categorieschange in the third quarter except for commercialfirst three months of 2022 was primarily comprised of a decrease of $338,000 in impaired residential real estate loans which were up slightly.loans.

 

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.restructurings ("TDRs").

 

The balances of these nonperforming loans were as follows:

(Dollars in thousands) September 30,
2017
  December 31,
2016
 
Loans accounted for on a nonaccrual basis $1,149  $1,983 
Accruing loans contractually past due 90 days or more as to principal or interest payments  132   229 
Loans considered troubled debt restructurings  2,637   2,853 
Total $3,918  $5,065 

 


(Dollars in thousands)

 

March 31,

  

December 31,

 
  

2022

  

2021

 

Loans accounted for on a nonaccrual basis

 $1,167  $1,727 

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

  -   - 

Loans defined as "troubled debt restructurings " which are not included above

  3,513   3,816 

Total

 $4,680  $5,543 

 

At September 30, 2017,The reduction in the balance of nonaccrual loans included $423,000 in agriculturalthe first three months of 2022 was primarily due to loans $59,000 in commercial and industrialthat were paid off.  It is also noted that 90% of loans $17,000 in consumer loans, $211,000 in commercial real estate loans, and $439,000 in residential real estate loans. At Decemberconsidered TDRs were performing according to their restructured terms as of March 31, 2016, nonaccrual loans included $482,000 in agricultural loans, $245,000 in commercial and industrial loans, $6,000 in consumer loans, $458,000 in commercial real estate loans, and $792,000 in residential real estate loans.2022.  Management believes the allowance for loan losses allocated to its nonperforming loans is sufficient at September 30, 2017.March 31, 2022.

28

Goodwill

Goodwill is not amortized but is evaluated annually for impairment and on an interim basis if events or changes in circumstances indicate that goodwill might be impaired. The goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge would be recognized for any amount by which the carrying amount exceeds the reporting unit's fair value.  Accounting pronouncements allow a company to first perform a qualitative assessment for goodwill prior to a quantitative assessment (Step 1 assessment). If the results of the qualitative assessment indicate that it is more likely than not that goodwill is impaired, then a quantitative assessment must be performed. If not, there is no further assessment required. ChoiceOne acquired Valley Ridge Financial Corp. in 2006, County in 2019, and Community Shores in 2020, which resulted in the recognition of goodwill of $13.7 million, $38.9 million and $7.3 million, respectively.  

 

Management performed its annual qualitative assessment of goodwill as of June 30, 2021. In evaluating whether it is more likely than not that the fair value of ChoiceOne's operations was less than the carrying amount, management assessed the relevant events and circumstances such as the ones noted in ASC 350-20-35-3c. The analysis consisted of a review of ChoiceOne’s current and expected future financial performance, the potential impact of the COVID-19 pandemic on the ability of ChoiceOne’s borrowers to comply with loan terms, and the impact that both short-term and long-term interest rates have had and may continue to have on net interest margin and mortgage sales activity. The share price and book value of ChoiceOne’s stock were also compared to the prior year. Management also compared average deal values for recent closed bank transactions to ChoiceOne transactions.  Despite ChoiceOne's market capitalization declining slightly from November 30, 2020 to June 30, 2021, ChoiceOne's financial performance remained positive. In assessing the totality of the events and circumstances, management determined that it was more likely than not that the fair value of ChoiceOne’s operations, from a qualitative perspective, exceeded the carrying value as of June 30, 2021 and impairment of goodwill was not necessary.

ChoiceOne’s stock price per share was less than its book value as of March 31, 2022.  This indicated that goodwill may be impaired and resulted in management performing another qualitative goodwill impairment assessment as of the end of the first quarter of 2022.  As a result of the analysis, management concluded that it was more-likely-than-not that the fair value of the reporting unit was greater than the carrying value.  This was evidenced by the strong financial indicators, solid credit quality ratios, as well as the strong capital position of ChoiceOne. In addition, revenue in the first three months of 2022 reflected significant and continuing growth in ChoiceOne's interest income.  Based on the results of the qualitative analysis, management believed that a quantitative analysis was not necessary as of March 31, 2022.  

Deposits and Borrowings

Total deposits increased $1.5 million in the third quarter of 2017 and $13.5 million in the last nine months of 2016. Checking and savings deposits declined $3.7$93.3 million in the first nine monthsquarter of 2017, while local certificates2022 and 305.6 million since March 31, 2021.  The change in deposits was due in part to funds related to the increased savings from the pandemic as well as funds on deposit from the PPP loans that were not fully utilized as of deposit increased $4.2March 31, 2022. 

In September 2021, ChoiceOne completed a private placement of $32.5 million and brokered certificatesin aggregate principal amount of deposit grew $13.0 million. Brokered deposits3.25% fixed-to-floating rate subordinated notes due 2031.  ChoiceOne also holds $3.2 million in subordinated debentures issued in connection with a $4.5 million trust preferred securities offering, which were obtained in the first three quarters of 2017 to supplement funding of asset growth.merger with Community Shores, offset by the merger mark-to-market adjustment.   ChoiceOne continued to place an emphasis on building its core deposits base in the first nine months of 2017. The small decrease in checking and savings deposits in the first nine months of 2017 was a normal seasonal fluctuation for ChoiceOne.

Federal funds purchased grew to $2.7 million as of September 30, 2017 as ChoiceOne used this as a short-term funding source. Repurchase agreements declined $4.1 million in the first nine months of 2017 due to normal fluctuations in funds provided by bank customers and movement of certain funds into other types of accounts. Certain securities are sold under agreements to repurchase them the following day. Management plans to continue this practice as a low-cost source of funding.may use Federal Home Loan Bank advances grew $18.0and advances from the Federal Reserve Bank Discount Window to meet short-term funding needs if needed in the remainder of 2022.

Shareholders' Equity

Total shareholders' equity declined $30.6 million in the first three quartersmonths of 2017 as advances were used2022.  During the first quarter of 2022, the Federal Reserve increased the federal funds rate by 25 basis points in response to supplementpublished inflation rates, causing interest rates generally to sharply increase.  This change in interest rates increased ChoiceOne's unrealized pre-tax loss on the fundingavailable for earning asset growth.

Shareholders’ Equity

Total shareholders’ equity increased $4.6sale securities portfolio from $3.3 million fromat December 31, 20162021 to September 30, 2017. Growth$42.8 million at March 31, 2022.  Additionally, meeting minutes from the Federal Open Market Committee indicated that additional increases in equity resulted from current year’s net income, an increasethe federal funds rate are expected in accumulatedorder to combat inflation in the coming quarters.  As such, ChoiceOne has elected to utilize interest rate derivatives in order to better manage its interest rate risk position.  On April 21, 2022, ChoiceOne purchased five forward-starting interest rate caps with a total notional amount of $200 million and entered into a $200 million forward-starting pay-fixed interest rate swap.  These strategies create accounting symmetry between available for sale securities and other comprehensive income (equity), thus protecting tangible capital from further increases in interest rates.  ChoiceOne also entered into a $200 million receive-fixed interest rate swap, which, in the current environment, offsets the cost of the rising rate protection. These three strategies, in the aggregate, are expected to be modestly accretive to net income in 2022 and proceeds frombetter position ChoiceOne Bank should rates continue to rise.  Importantly, the issuancetransactions were structured to qualify for hedge accounting, which means that changes in the fair value of ChoiceOne stock, which were partially offset by a stock repurchase and cash dividends paid. The $1.3 million increase inthe instruments flow through other comprehensive income (equity).  Refer to further details in subsequent event footnote 8. 

The reduction in common stock and paid in capital resulted from ChoiceOne's repurchase of 25,899 shares for $683,000, or a weighted average all-in cost per share of $26.35, during the first nine monthsquarter of 2017 was caused by an increase in net unrealized gains on available2022. We do not expect further buybacks for sale securities. The improvement in unrealized gains resulted from decreases in certain interest rate terms since December 31, 2016, which increased the market valueremainder of the Bank’s securities.year.  This was part of the common stock repurchase program announced in April 2021 which authorized repurchases of up to 390,114 shares, representing 5% of the total outstanding shares of common stock as of the date the program was adopted.  This program replaced and superseded all prior repurchase programs for ChoiceOne.

 


29

 

Regulatory Capital Requirements

Following is information regarding the Bank’s compliance of ChoiceOne and ChoiceOne Bank with regulatory capital requirements:requirements:

 

         

Minimum Required

 
         

to be Well

 
     

Minimum Required

 

Capitalized Under

 
     

for Capital

 

Prompt Corrective

 
(Dollars in thousands) Actual  Minimum Required
for Capital
Adequacy Purposes
  Minimum Required
to be Well
Capitalized Under
Prompt Corrective
Action Regulations
  

Actual

  

Adequacy Purposes

  

Action Regulations

 
 Amount Ratio Amount Ratio Amount Ratio  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
September 30, 2017             

March 31, 2022

             
ChoiceOne Financial Services Inc.                                     
Total capital (to risk weighted assets) $66,071   13.5% $39,033   8.0%  N/A   N/A  $207,839  14.6

%

 $113,648  8.0

%

 N/A  N/A 
Common Equity Tier 1 Capital (to risk weighted assets)  61,859   12.7   21,956   4.5   N/A   N/A 

Common equity Tier 1 capital (to risk weighted assets) weighted assets)

 163,875  11.5  63,927  4.5  N/A  N/A 
Tier 1 capital (to risk weighted assets)  61,859   12.7   19,516   6.0   N/A   N/A  168,375  11.9  85,236  6.0  N/A  N/A 
Tier 1 capital (to average assets)  61,859   9.8   25,350   4.0   N/A   N/A  168,375  7.3  92,225  4.0  N/A  N/A 
                                     
ChoiceOne Bank                                     
Total capital (to risk weighted assets) $61,468   12.7% $38,827   8.0% $48,534   10.0% $188,451  13.3

%

 $113,464  8.0

%

 $141,830  10.0

%

Common Equity Tier 1 Capital (to risk weighted assets)  57,256   11.8   21,840   4.5   31,547   6.5 

Common equity Tier 1 capital (to risk weighted assets) weighted assets)

 180,850  12.8  63,824  4.5  92,190  6.5 
Tier 1 capital (to risk weighted assets)  57,256   11.8   19,414   6.0   29,120   8.0  180,850  12.8  85,098  6.0  113,464  8.0 
Tier 1 capital (to average assets)  57,256   9.1   25,204   4.0   31,505   5.0  180,850  7.9  92,130  4.0  115,163  5.0 
                                     
December 31, 2016                        
             

December 31, 2021

             
ChoiceOne Financial Services Inc.                                     
Total capital (to risk weighted assets) $59,644   13.0% $35,289   8.0%  N/A   N/A  $204,353  14.4

%

 $113,604  8.0

%

 N/A  N/A 
Common Equity Tier 1 Capital (to risk weighted assets)  55,324   12.1   19,850   4.5   N/A   N/A 

Common equity Tier 1 capital (to risk weighted assets) weighted assets)

 160,338  11.3  63,902  4.5  N/A  N/A 
Tier 1 capital (to risk weighted assets)  55,324   12.1   26,467   6.0   N/A   N/A  164,838  11.6  85,203  6.0  N/A  N/A 
Tier 1 capital (to average assets)  55,324   9.2   23,641   4.0   N/A   N/A  164,838  7.4  89,415  4.0  N/A  N/A 
                                     
ChoiceOne Bank                                     
Total capital (to risk weighted assets) $58,963   14.2% $35,119   8.0% $43,899   10.0% $182,275  12.9

%

 $113,444  8.0

%

 $141,806  10.0

%

Common Equity Tier 1 Capital (to risk weighted assets)  54,709   13.3   19,754   4.5   28,534   6.5 

Common equity Tier 1 capital (to risk weighted assets) weighted assets)

 174,587  12.3  63,813  4.5  92,174  6.5 
Tier 1 capital (to risk weighted assets)  54,709   13.3   26,339   6.0   35,119   8.0  174,587  12.3  85,083  6.0  113,444  8.0 
Tier 1 capital (to average assets)  54,709   9.9   23,504   4.0   29,380   5.0  174,587  7.8  89,289  4.0  111,611  5.0 

 

Management reviews the capital levels of ChoiceOne and theChoiceOne Bank on a regular basis. The Board of Directors (the “Board”) and management believe that the capital levels as of September 30, 2017March 31, 2022 are adequate for the foreseeable future. The Board’sBoard of Directors’ determination of appropriate cash dividends for future periods will be based on, among other things, market conditions and ChoiceOne’s requirements for cash and capital.

 

Liquidity

Net cash provided fromby operating activities was $5.7$2.8 million for the ninethree months ended September 30, 2017March 31, 2022 compared to $8.2$2.2 million provided in the same period a year ago.  The change was caused by a decrease indue to $1.3 million lower net proceeds providedfrom loan sales in 2022 compared to 2021, which was offset by loans originated for salethe change in the secondary market.other assets and liabilities.  Net cash used forprovided by investing activities was $36.0$14.5 million for the first ninethree months of 2017,2022 compared to $30.6net cash used of $104.3 million in the same period in 2016. A higher level2021. ChoiceOne had $31.4 million of growth in loanssecurities purchases and sold $0 of securities in the first ninethree months of 20172022 compared to $179.2 million and $0 in the same period in 2021, respectively.  A decline in net loan originations and payments led to cash provided of $31.8 million in the first three months of 2022 compared to $63.1 million in the same period during the prior year was partially offset by lower growth in securities available for sale.year.  Net cash provided by financing activities was $28.2$40.8 million infor the first ninethree months of 2017,ended 2022, compared to $23.9$157.9 million duringin the same period in the prior year. The impactChoiceOne experienced growth of more growth$93.3 million in deposits was offset byin the first three months of 2022 compared to $165.4 million in 2021, with a lower level of net growth$44.2 million decrease in Federal Home Loan Bank advances.borrowings contributing to the change.

 

ManagementChoiceOne believes that the current level of liquidity is sufficient to meet the Bank’sChoiceOne 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 aand secured linelines of credit available from the Federal Reserve Bank.


30
Item 4.Controls and Procedures.

 

An evaluation was performed under the supervision and with the participation of ChoiceOne’s management, including the Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of ChoiceOne’s disclosure controls and procedures. Based on and as of the time of that evaluation, ChoiceOne’s management, including the Chief Executive Officer and Principal Financial Officer, concluded that ChoiceOne’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that material information required to be disclosed in the reports that ChoiceOne files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that ChoiceOne files or submits under the Exchange Act is accumulated and communicated to management, including ChoiceOne’s principal executive and principal financial officers, as appropriate to allow for timely decisions regarding required disclosure. There was no change in ChoiceOne’s internal control over financial reporting that occurred during the nine months ended September 30, 2017 that has materially affected, or that is reasonably likely to materially affect, ChoiceOne’s internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.Legal Proceedings.

Item 1.  Legal Proceedings.

 

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

 

Item 1A.Risk Factors.

Item 1A.  Risk Factors.

 

Information concerning risk factors is contained in the discussion in Item 1A, “Risk Factors,” in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2016. As2021.

Item 2.  Unregistered Sales of the dateEquity Securities and Use of this report, ChoiceOne does not believe that there has been a material changeProceeds.

There were no unregistered sales of equity securities in the nature or categoriesfirst quarter of ChoiceOne’s risk factors, as compared to the information disclosed in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2016.2022.

 

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

31

 

On July 28, 2017, ChoiceOne issued 709 shares of common stock, without par value, to the directors of ChoiceOne pursuant to the Directors’ Stock Purchase Plan for an aggregate cash price of $16,000. ChoiceOne relied on the exemption contained in Section 4(a)(5) of the Securities Act of 1933 in connection with these sales.


ISSUER PURCHASES OF EQUITY SECURITIES

 

The following table provides information regarding ChoiceOne’sChoiceOne's purchases of its common stock during the quarter ended September 30, 2017.March 31, 2022.

          

Total Number

  

Maximum

 
          

of Shares

  

Number of

 
  

Total

      

Purchased as

  

Shares that

 
  

Number

  

Average

  

Part of a

  

May Yet be

 
  

of Shares

  

Price Paid

  

Publicly

  

Purchased

 

Period

 

Purchased

  

per Share

  

Announced Plan

  

Under the Plan (1)

 
                 

January 1 - January 31, 2022

                

Employee Transactions

  -  $-   -   - 

Repurchase Plan

  14,391  $26.43   14,391   66,449 

February 1 - March 1, 2022

                

Employee Transactions

  -  $-   -   - 

Repurchase Plan

  11,508  $26.26   11,508   54,941 

March 2 - April 1, 2022

                

Employee Transactions

  -  $-   -   - 

Repurchase Plan

  -  $-   -   54,941 

(1) As of March 31, 2022, there are 54,941 shares remaining that may yet be purchased under approved plans. The repurchase plan was adopted and announced in April 2021. There was no stated expiration date. The plan authorized the repurchase of up to 390,114 shares, representing 5% of the total outstanding shares of common stock as of the date the plan was adopted.

 

(Dollars in thousands, except per share data)

Period
  Total Number
of Shares
Purchased
   Average
Price Paid
per Share
   Total Number
of Shares
Purchased as
Part of a
Publicly
Announced Plan
   Maximum Number of
Shares that
May Yet be
Purchased
Under the Plan
 
                 
July 1 - July 31, 2017                
Employee Transactions    $         
Repurchase Plan    $      24,224 
August 1 - August 31, 2017                
Employee Transactions (1)  200  $22.88         
Repurchase Plan  3,800  $23.25   3,800   20,424 
September 1 - September 30, 2017                
Employee Transactions    $         
Repurchase Plan    $      20,424 

Item 5. Other Information

 

(1)Shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of restricted units. The value of the shares delivered or withheld is determined by the applicable stock compensation plan.

None.

 

(2)As of September 30, 2017, there are 20,424 shares remaining that may yet be purchased under approved plans. The repurchase plan was adopted and announced on July 26, 2007. There is no stated expiration date. The plan authorized the repurchase of up to 100,000 shares.

Item 6.  Exhibits

Item 6.Exhibits.

 

The following exhibits are filed or incorporated by reference as part of this report:

 

Exhibit
Number

Exhibit
Number


Document

 

Document

3.1

Restated Articles of Incorporation of ChoiceOne Financial Services, Inc. Previously filed as an exhibit to ChoiceOne’s Form 8-A filed February 4, 2020.  Here incorporated by reference.

3.2

Bylaws of ChoiceOne as currently in effect and any amendments thereto. Previously filed as an exhibit to ChoiceOne’s Form 8-K filed April 21, 2021. Here incorporated by reference.

    

4.1

3.1

Amended

Advances, Pledge and Restated ArticlesSecurity Agreement between ChoiceOne Bank and the Federal Home Loan Bank of Incorporation of ChoiceOne.Indianapolis. Previously filed as an exhibit to ChoiceOne’sChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2013. Here incorporated by reference.

    

4.2

3.2

BylawsForm of ChoiceOne.3.25% Fixed-to-Floating Rate Subordinated Note due September 3, 2031. Previously filed as an exhibit to ChoiceOne’sChoiceOne Financial Services, Inc.'s Form 10-K Annual Report for the year ended December 31, 2013.8-K filed September 7, 2021. Here incorporated by reference.
    

4.3

31.1

Form of 3.25% Fixed-to-Floating Rate Global Subordinated Note due September 3, 2031. Previously filed as an exhibit to ChoiceOne Financial Services, Inc.'s Form 8-K filed September 7, 2021. Here incorporated by reference. 

31.1

Certification of President and Chief Executive Officer.Officer

31.2

Certification of Treasurer

32.1

Certification pursuant to 18 U.S.C. § 1350.

101.INS

Inline XBRL Instance Document

    
31.2101.SCH Certification of Treasurer.Inline XBRL Taxonomy Extension Schema Document
    

32.1

101.1 

101.CAL
 

Certification pursuant to 18 U.S.C. § 1350.

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File.

File (formatted as Inline XBRL and contained in Exhibit 101)

 


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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:   May 13, 2022

November 14, 2017 /s/

/s/ Kelly J. Potes

Kelly J. Potes

Chief Executive Officer

(Principal Executive Officer)

Date:   May 13, 2022

November 14, 2017

/s/ Thomas L. LampenAdom J. Greenland

Thomas L. Lampen
Adom J. Greenland
Chief Financial Officer and
Treasurer

(Principal Financial and Accounting Officer)

 

 

 


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