UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 10-K

  

☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2015
☐	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 Street, Sparta, Michigan (Address of Principal Executive Offices)		49345 (Zip Code)

 

 

(616) 887-7366
(Registrant’s Telephone Number, Including Area Code)

  

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

 

Common Stock
(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐   No ☒

  

Indicate by check 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 Web site, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

  

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

  

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒

 

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

 

As of June 30, 2015, the aggregate market value of common stock held by non-affiliates of the Registrant was $68.0 million. This amount is based on an average bid price of $23.03 per share for the Registrant’s stock as of such date.

 

As of February 29, 2016, the Registrant had 3,296,443 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the definitive Proxy Statement of ChoiceOne Financial Services, Inc. for the Annual Meeting of Shareholders to be held on May 18, 2016 are incorporated by reference into Part III of this Form 10-K.

 

 

ChoiceOne Financial Services, Inc. 

FORM 10-K ANNUAL REPORT

 

Contents

 

				Page
PART 1
Item 1:		Business		3
Item 1A:		Risk Factors		12
Item 1B:		Unresolved Staff Comments		15
Item 2:		Properties		16
Item 3:		Legal Proceedings		17
Item 4:		Mine Safety Disclosures		17
PART II
Item 5:		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
Item 6:		Selected Financial Data		19
Item 7:		Management’s Discussion and Analysis of Results of Operations and Financial Condition		20
Item 7A:		Quantitative and Qualitative Disclosures About Market Risk		30
Item 8:		Financial Statements and Supplementary Data		33
Item 9:		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		71
Item 9A:		Controls and Procedures		71
Item 9B:		Other Information		71
PART III
Item 10:		Directors, Executive Officers and Corporate Governance		71
Item 11:		Executive Compensation		72
Item 12:		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		72
Item 13:		Certain Relationships and Related Transactions, and Director Independence		72
Item 14:		Principal Accountant Fees and Services		72
PART IV
Item 15:		Exhibits and Financial Statement Schedules		73
SIGNATURES				75

 

 

 

FORWARD LOOKING STATEMENTS

 

This report and the documents incorporated into this report contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and ChoiceOne Financial Services, Inc. Words such as “anticipates,” “believes,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” “estimates,” 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, loan servicing rights and 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. 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 Financial Services, Inc. undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Risk factors include, but are not limited to, the risk factors disclosed in Item 1A of this report. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

 

PART I

 

Item 1.

Business

 

General

ChoiceOne Financial Services, Inc. (“ChoiceOne” or the “Company”) is a one-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company was incorporated on February 24, 1986, as a Michigan corporation. The Company was formed to create a bank holding company for the purpose of acquiring all of the capital stock of ChoiceOne Bank (formerly Sparta State Bank), which became a wholly owned subsidiary of the Company on April 6, 1987. The Company’s only subsidiary and significant asset as of December 31, 2015, was ChoiceOne Bank (the “Bank”). Effective November 1, 2006, the Company merged with Valley Ridge Financial Corp. (“VRFC”), a one-bank holding company for Valley Ridge Bank (“VRB”). In the merger, the Company issued shares of its common stock in exchange for all outstanding shares of VRFC. In December 2006, VRB was consolidated into the Bank. The Bank owns all of the outstanding common stock of ChoiceOne Insurance Agencies, Inc., an independent insurance agency headquartered in Sparta, Michigan (the “Insurance Agency”) and a 25% interest in West Shore Computer Services, Inc., a data processing firm located in Scottville, Michigan.

 

The Company’s business is primarily concentrated in a single industry segment - banking. The Bank is a full-service banking institution that offers a variety of deposit, payment, credit and other financial services to all types of customers. These services include time, savings, and demand deposits, safe deposit services, and automated transaction machine services. Loans, both commercial and consumer, are extended primarily on a secured basis to corporations, partnerships and individuals. Commercial lending covers such categories as business, industry, agricultural, construction, inventory and real estate. The Bank’s consumer loan department makes direct and indirect loans to consumers and purchasers of residential and real property. No material part of the business of the Company or the Bank is dependent upon a single customer or very few customers, the loss of which would have a materially adverse effect on the Company.

 

The Bank’s primary market area lies within Kent, Muskegon, Newaygo, and Ottawa counties in Michigan in the communities where the Bank’s offices are located. Currently the Bank serves these markets through twelve full-service offices. The Company and the Bank have no foreign assets or income except for foreign debt securities.

  

At December 31, 2015, the Company had consolidated total assets of $567.7 million, net loans of $345.1 million, total deposits of $474.7 million and total shareholders’ equity of $69.8 million. For the year ended December 31, 2015, the Company recognized consolidated net income of $5.7 million. The principal source of revenue for the Company and the Bank is interest and fees on loans. On a consolidated basis, interest and fees on loans accounted for 59%, 61%, and 63% of total revenues in 2015, 2014, and 2013, respectively. Interest on securities accounted for 12%, 13%, and 13% of total revenues in 2015, 2014, and 2013, respectively. For more information about the Company’s financial condition and results of operations, see the consolidated financial statements and related notes included in Part II, Item 8 of this report.

 

   

Competition 

The Bank’s competition primarily comes from other financial institutions located within Kent, Muskegon, Newaygo, and Ottawa counties in western Michigan. There are a number of larger commercial banks within the Bank’s primary market area. The Bank also competes with a large number of other financial institutions, such as savings and loan associations, insurance companies, consumer finance companies, credit unions and commercial finance and leasing companies for deposits, loans and service business. Money market mutual funds, brokerage houses and nonfinancial institutions provide many of the financial services offered by the Bank. Many of these competitors have substantially greater resources than the Bank. The principal methods of competition for financial services are price (the rates of interest charged for loans, the rates of interest paid for deposits and the fees charged for services) and the convenience and quality of services rendered to customers.

 

Supervision and Regulation 

Banks and bank holding companies are extensively regulated. The Company is subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Company’s activities are generally limited to owning or controlling banks and engaging in such other activities as the Federal Reserve Board may determine to be closely related to banking. Prior approval of the Federal Reserve Board, and in some cases various other government agencies, is required for the Company to acquire control of any additional bank holding companies, banks or other operating subsidiaries. Under Federal Reserve Board policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support it.

  

The Bank is chartered under state law and is subject to regulation by the Michigan Office of Financial and Insurance Regulation. State banking laws place restrictions on various aspects of banking, including permitted activities, loan interest rates, branching, payment of dividends and capital and surplus requirements. The Bank is a member of the Federal Reserve System and is also subject to regulation by the Federal Reserve Board. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”) to the maximum extent provided by law. The Bank is a member of the Federal Home Loan Bank system, which provides certain advantages to the Bank, including favorable borrowing rates for certain funds.

 

The Company is a legal entity separate and distinct from the Bank. The Company’s primary source of funds available to pay dividends to shareholders is dividends paid to it by the Bank. There are legal limitations on the extent to which the Bank can lend or otherwise supply funds to the Company. In addition, payment of dividends to the Company by the Bank is subject to various state and federal regulatory limitations.

  

The FDIC formed the Deposit Insurance Fund (“DIF”) in accordance with the Federal Deposit Insurance Reform Act of 2005 (“Reform Act”) to create a stronger and more stable insurance system. The FDIC maintains the insurance reserves of the DIF by assessing depository institutions an insurance premium. The DIF insures deposit accounts of the Bank up to a maximum amount of $250,000 per separately insured depositor. FDIC insured depository institutions are required to pay deposit insurance premiums based on the risk an institution poses to the DIF. In February 2011, the FDIC finalized rules, effective for assessments occurring after April 1, 2011, which redefined an institution’s assessment base as average consolidated total assets minus average Tier 1 capital. The new rules also established the general assessment rate for Risk Category 1 institutions, such as the Bank, at 5 to 9 basis points (annualized).

 

The Deposit Insurance Funds Act of 1996 authorized the Financing Corporation (“FICO”) to impose periodic assessments on all depository institutions. The purpose of these periodic assessments is to spread the cost of the interest payments on the outstanding FICO bonds issued to recapitalize the Savings Association Insurance Fund (“SAIF”) over a larger number of institutions.

 

The Company and the Bank are subject to regulatory “risk-based” capital guidelines. Failure to meet these capital guidelines could subject the Company or the Bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting brokered deposits, and other restrictions on its business. In addition, the Bank would generally not receive regulatory approval of any application that requires the consideration of capital adequacy, such as a branch or merger application, unless it could demonstrate a reasonable plan to meet the capital requirement within a reasonable period of time.

 

 

The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires, among other things, federal banking agencies to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital requirements. FDICIA sets forth the following five capital categories: “well-capitalized,” “adequately-capitalized,” “undercapitalized,” “significantly-undercapitalized” and “critically-undercapitalized.” A depository institution’s capital category will depend upon how its capital levels compare with various relevant capital measures as established by regulation, which include Tier 1 and total risk-based capital ratio measures and a leverage capital ratio measure.  Under certain circumstances, the appropriate banking agency may treat a well-capitalized, adequately-capitalized, or undercapitalized institution as if the institution were in the next lower capital category.

 

Federal banking regulators are required to take specified mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Subject to a narrow exception, the banking regulator must generally appoint a receiver or conservator for an institution that is critically undercapitalized. An institution in any of the undercapitalized categories is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. An undercapitalized institution is also generally prohibited from paying any dividends, increasing its average total assets, making acquisitions, establishing any branches, accepting or renewing any brokered deposits or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval.

  

On July 3, 2013, the FDIC Board of Directors approved the Regulatory Capital Interim Final Rule, implementing Basel III.  This rule redefines Tier 1 capital as two components (Common Equity Tier 1 and Additional Tier 1), creates a new capital ratio (Common Equity Tier 1 Risk-based Capital Ratio) and implements a capital conservation buffer.  It also revises the prompt corrective action thresholds and makes changes to risk weights for certain assets and off-balance-sheet exposures.  The Bank was required to transition into the new rule beginning on January 1, 2015.

  

Banks are subject to a number of federal and state laws and regulations, which have a material impact on their business. These include, among others, minimum capital requirements, state usury laws, state laws relating to fiduciaries, the Truth in Lending Act, the Truth in Savings Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the Expedited Funds Availability Act, the Community Reinvestment Act, the Real Estate Settlement Procedures Act, the USA PATRIOT Act, the Bank Secrecy Act, Office of Foreign Assets Controls regulations, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, electronic funds transfer laws, redlining laws, predatory lending laws, antitrust laws, environmental laws, money laundering laws and privacy laws. The instruments of monetary policy of authorities, such as the Federal Reserve Board, may influence the growth and distribution of bank loans, investments and deposits, and may also affect interest rates on loans and deposits. These policies may have a significant effect on the operating results of banks.

 

Bank holding companies may acquire banks and other bank holding companies located in any state in the United States without regard to geographic restrictions or reciprocity requirements imposed by state banking law. Banks may also establish interstate branch networks through acquisitions of and mergers with other banks. The establishment of de novo interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is allowed only if specifically authorized by state law.

 

Michigan banking laws do not significantly restrict interstate banking. The Michigan Banking Code permits, in appropriate circumstances and with the approval of the Department of Insurance and Financial Services, (1) acquisition of Michigan banks by FDIC-insured banks, savings banks or savings and loan associations located in other states, (2) sale by a Michigan bank of branches to an FDIC-insured bank, savings bank or savings and loan association located in a state in which a Michigan bank could purchase branches of the purchasing entity, (3) consolidation of Michigan banks and FDIC-insured banks, savings banks or savings and loan associations located in other states having laws permitting such consolidation, (4) establishment of branches in Michigan by FDIC-insured banks located in other states, the District of Columbia or U.S. territories or protectorates having laws permitting a Michigan bank to establish a branch in such jurisdiction, and (5) establishment by foreign banks of branches located in Michigan.

 

Effects of Compliance With Environmental Regulations

The nature of the business of the Bank is such that it holds title, on a temporary or permanent basis, to a number of parcels of real property. These include properties owned for branch offices and other business purposes as well as properties taken in or in lieu of foreclosure to satisfy loans in default. Under current state and federal laws, present and past owners of real property may be exposed to liability for the cost of clean up of environmental contamination on or originating from those properties, even if they are wholly innocent of the actions that caused the contamination. These liabilities can be material and can exceed the value of the contaminated property. Management is not presently aware of any instances where compliance with these provisions will have a material effect on the capital expenditures, earnings or competitive position of the Company or the Bank, or where compliance with these provisions will adversely affect a borrower’s ability to comply with the terms of loan contracts.

 

 

Employees

As of February 29, 2016, the Company, the Bank and the Insurance Agency employed 151 employees, of which 119 were full-time employees. The Company, the Bank, and the Insurance Agency believe their overall relations with their employees are good.

 

Statistical Information 

Additional statistical information describing the business of the Company appears on the following pages and in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Item 7 of this report and in the Consolidated Financial Statements and the notes thereto in Item 8 of this report. The following statistical information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and notes in this report.

 

Securities Portfolio

The carrying value of securities categorized by type at December 31 was as follows: 

(Dollars in thousands)		2015			2014			2013
U.S. Government and federal agency		$	57,207		$	44,503		$	43,722
U.S. Treasury notes and bonds			6,100			8,058			7,224
State and municipal			77,754			69,835			64,775
Mortgage-backed securities			6,970			8,942			8,470
Corporate			8,387			7,538			8,815
Foreign debt securities			995			994			990
Equity securities			2,453			2,275			1,603
Asset-backed securities			270			376			483
Total		$	160,136		$	142,521		$	136,082

  

The Company did not hold investment securities from any one issuer at December 31, 2015, that were greater than 10% of the Company’s shareholders’ equity, exclusive of U.S. Government and U.S. Government agency securities.

 

Presented below is the fair value of securities as of December 31, 2015 and 2014, a schedule of maturities of securities as of December 31, 2015, and the weighted average yields of securities as of December 31, 2015:

		Securities maturing within:
(Dollars in thousands)		Less than 1 Year			1 Year - 5 Years			5 Years - 10 Years			More than 10 Years			Fair Value at Dec. 31 2015			Fair Value at Dec. 31 2014
U.S. Government and federal agency		$	15,502		$	37,716		$	3,989		$	—		$	57,207		$	44,503
U.S. Treasury notes and bonds			—			6,100			—			—			6,100			8,058
State and municipal			7,259			36,270			31,251			2,974			77,754			69,835
Mortgage-backed securities			36			6,735			199			—			6,970			8,942
Corporate			1,106			6,889			392			—			8,387			7,538
Foreign debt securities			—			995			—			—			995			994
Asset-backed securities			270			—			—			—			270			376
Total debt securities			24,173			94,705			35,831			2,974			157,683			140,246
Equity securities (2)			—			—			—			2,453			2,453			2,275
Total		$	24,173		$	94,705		$	35,831		$	5,427		$	160,136		$	142,521

		Weighted average yields:
		Less than 1 Year			1 Year - 5 Years			5 Years - 10 Years			More than 10 Years			Total
U.S. Government and federal agency			1.53	%		1.44	%		2.10	%		—	%		1.51	%
U.S. Treasury notes and bonds			—			1.45			—			—			1.45
State and municipal (1)			3.54			3.61			3.80			4.58			3.72
Mortgage-backed securities			3.43			1.96			2.48			—			1.98
Corporate			1.50			1.75			2.70			—			1.76
Foreign debt securities			—			1.10			—			—			1.10
Asset-backed securities			0.85			—			—			—			0.85
Equity securities (2)			—			—			—			2.67			2.67

 

(1)

The yield is computed for tax-exempt securities on a fully tax-equivalent basis at an incremental tax rate of 34%.

(2)

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

 

Loan Portfolio

The Bank’s loan portfolio categorized by loan type (excluding loans held for sale) as of December 31 is presented below:

 

(Dollars in thousands)
			2015				2014				2013				2012				2011
Agricultural		$	40,232			$	41,098			$	37,048			$	31,790			$	38,929
Commercial and industrial			94,347				88,062				68,530				67,365				58,685
Consumer			20,090				20,752				19,931				19,367				18,657
Real estate - commercial			97,736				99,807				96,987				93,312				106,250
Real estate - construction			5,390				2,691				890				1,056				1,169
Real estate - residential			91,509				93,703				92,580				98,578				96,437
Total loans, gross		$	349,304			$	346,113			$	315,966			$	311,468			$	320,127

 

  

Maturities and Sensitivities of Loans to Changes in Interest Rates

The following schedule presents the maturities of loans (excluding residential real estate and consumer loans) as of December 31, 2015. All loans over one year in maturity (excluding residential real estate and consumer loans) are also presented classified according to the sensitivity to changes in interest rates as of December 31, 2015.

 

(Dollars in thousands)			Less than				1 Year -				More than
			1 Year				5 Years				5 Years				Total
Loan Type
Agricultural		$	12,387			$	13,259			$	14,586			$	40,232
Commercial and industrial			24,819				49,004				20,524				94,347
Real estate - commercial			14,528				58,338				24,870				97,736
Real estate - construction			5,390				—				—				5,390
Totals		$	57,124			$	120,601			$	59,980			$	237,705

 

(Dollars in thousands)
			Less than				1 Year -				More than
Loan Sensitivity to Changes in Interest Rates			1 Year				5 Years				5 Years				Total
Loans with fixed interest rates		$	12,573			$	97,938			$	44,809			$	155,320
Loans with floating or adjustable interest rates			44,551				22,663				15,171				82,385
Totals		$	57,124			$	120,601			$	59,980			$	237,705

 

Loan maturities are classified according to the contractual maturity date or the anticipated amortization period, whichever is appropriate. The anticipated amortization period is used in the case of loans where a balloon payment is due before the end of the loan’s normal amortization period. At the time the balloon payment is due, the loan can either be rewritten or payment in full can be requested. The decision regarding whether the loan will be rewritten or a payment in full will be requested will be based upon the loan’s payment history, the borrower’s current financial condition, and other relevant factors.

 

Risk Elements

The following loans were classified as nonperforming as of December 31:

 

(Dollars in thousands)
			2015				2014				2013				2012				2011
Loans accounted for on a nonaccrual basis		$	2,198			$	3,361			$	3,123			$	2,331			$	4,155
Accruing loans which are contractually past due 90 days or more as to principal or interest payments			29				58				11				30				70
Loans defined as “troubled debt restructurings”			3,271				3,175				4,523				4,405				2,448
Totals		$	5,498			$	6,594			$	7,657			$	6,766			$	6,673

 

A loan is placed on nonaccrual status at the point in time at which the collectability of principal or interest is considered doubtful.

 

The table below illustrates interest forgone and interest recorded on nonperforming loans for the years presented:

 

(Dollars in thousands)
			2015				2014				2013				2012				2011
Interest on non-performing loans which would have been earned had the loans been in an accrual or performing status		$	150			$	204			$	251			$	183			$	373
Interest on non-performing loans that was actually recorded when received		$	—			$	—			$	—			$	—			$	—

  

Potential Problem Loans

At December 31, 2015, there were $6.0 million of loans not disclosed above where some concern existed as to the borrowers’ abilities to comply with original loan terms. Specific loss allocations totaling $506,000 from the allowance for loan losses had been allocated for all nonperforming and potential problem loans as of December 31, 2015. However, the entire allowance for loan losses is also available for these potential problem loans.

 

 

Loan Concentrations

As of December 31, 2015, there was no concentration of loans exceeding 10% of total loans that is not otherwise disclosed as a category of loans pursuant to Item III.A. of Industry Guide 3.

 

Other Interest-Bearing Assets

As of December 31, 2015, there were no other interest-bearing assets requiring disclosure under Item III.C.1. or 2. of Industry Guide 3 if such assets were loans.

 

Summary of Loan Loss Experience

The following schedule presents a summary of activity in the allowance for loan losses for the periods shown and the percentage of net charge-offs during each period to average gross loans outstanding during the period:

 

(Dollars in thousands)			2015				2014				2013				2012				2011
Balance at January 1		$	4,173			$	4,735			$	5,852			$	5,213			$	4,729
Charge-offs:
Agricultural			—				—				88				—				45
Commercial and industrial			30				1				122				405				228
Consumer			291				273				351				338				361
Real estate - commercial			—				665				858				869				1,357
Real estate - construction			—				—				—				—				—
Real estate - residential			140				133				732				887				1,677
Total charge-offs			461				1,072				2,151				2,499				3,668
Recoveries:
Agricultural			1				20				6				5				10
Commercial and industrial			64				119				337				61				32
Consumer			121				179				175				214				217
Real estate - commercial			47				48				84				224				89
Real estate - construction			—				—				—				—				—
Real estate - residential			149				44				132				119				104
Total recoveries			382				410				734				623				452
Net charge-offs			79				662				1,417				1,876				3,216
Additions charged to operations (1)			100				100				300				2,515				3,700
Balance at December 31		$	4,194			$	4,173			$	4,735			$	5,852			$	5,213
Ratio of net charge-offs during the period to average loans outstanding during the period			0.02	%			0.21	%			0.45	%			0.61	%			1.01	%

 

(1)

Additions to the allowance for loan losses charged to operations during the periods shown were based on management’s judgment after considering factors such as loan loss experience, evaluation of the loan portfolio, and prevailing and anticipated economic conditions. The evaluation of the loan portfolio is based upon various risk factors such as the financial condition of the borrower, the value of collateral and other considerations, which, in the opinion of management, deserve current recognition in estimating loan losses.

 

 

The following schedule presents an allocation of the allowance for loan losses to the various loan categories as of the years ended December 31:

 

(Dollars in thousands)
			2015				2014				2013				2012				2011
Agricultural		$	420			$	186			$	178			$	140			$	55
Commercial and industrial			586				527				562				381				609
Consumer			297				184				192				250				197
Real estate - commercial			1,030				1,641				1,842				2,596				2,299
Real estate - construction			46				9				12				15				34
Real estate - residential			1,388				1,193				1,626				1,923				1,847
Unallocated			427				433				323				547				172
Total allowance		$	4,194			$	4,173			$	4,735			$	5,852			$	5,213

 

The increase in the allowance allocation to agricultural loans was due to changes in assumptions regarding the industry and economic trends affecting it. The decrease in the allowance allocation to commercial real estate loans was due to a reduction in historical charge-off levels in this loan category. Fluctuations in allowance allocations in the other loan categories were primarily due to changes in historical charge-off levels and environmental factors affecting them.

 

Management periodically reviews the assumptions, loss ratios and delinquency trends in estimating the appropriate level of its allowance for loan losses and believes the unallocated portion of the total allowance was sufficient at December 31, 2015.

 

The following schedule presents the stratification of the loan portfolio by category, based on the amount of loans outstanding as a percentage of total loans for the respective years ended December 31:

 

			2015				2014				2012				2012				2011
Agricultural			12	%			12	%			12	%			10	%			12	%
Commercial and industrial			26				25				22				22				18
Consumer			6				6				6				6				6
Real estate - commercial			28				29				31				30				33
Real estate - construction			2				1				—				—				1
Real estate - residential			26				27				29				32				30
Total allowance			100	%			100	%			100	%			100	%			100	%

 

Deposits

The following schedule presents the average deposit balances by category and the average rates paid thereon for the respective years:

 

(Dollars in thousands)
			2015								2014								2013
Noninterest-bearing demand		$	115,488				—	%		$	109,556				—	%		$	93,853				—	%
Interest-bearing demand and money market deposits			165,767				0.14				137,924				0.16				132,053				0.20
Savings			67,826				0.04				67,869				0.06				65,484				0.06
Certificates of deposit			94,891				0.66				107,388				0.73				119,072				0.86
Total		$	443,972				0.20	%		$	422,737				0.25	%		$	410,462				0.32	%

  

The following table illustrates the maturities of certificates of deposits issued in denominations of $100,000 or more as of December 31, 2015:

 

(Dollars in thousands)
Maturing in less than 3 months		$	13,147
Maturing in 3 to 6 months			13,288
Maturing in 6 to 12 months			10,007
Maturing in more than 12 months			14,988
Total		$	51,430

 

At December 31, 2015, the Bank had no material foreign deposits.

 

 

Short-Term Borrowings

Federal funds purchased by the Company are unsecured overnight borrowings from correspondent banks. Federal funds purchased are due the next business day. The table below provides additional information regarding these short-term borrowings:

 

(Dollars in thousands)
			2015				2014				2013
Outstanding balance at December 31		$	—			$	—			$	—
Average interest rate at December 31			—	%			—	%			—	%
Average balance during the year		$	—			$	401			$	578
Average interest rate during the year			—	%			0.36	%			0.36	%
Maximum month end balance during the year		$	1,857			$	2,149			$	5,597

 

Repurchase agreements include advances by Bank customers that are not covered by federal deposit insurance. These agreements are direct obligations of the Company and are secured by securities held in safekeeping at a correspondent bank. The table below provides additional information regarding these short-term borrowings:

 

(Dollars in thousands)
			2015				2014				2013
Outstanding balance at December 31		$	9,460			$	26,743			$	26,033
Average interest rate at December 31			0.04	%			0.19	%			0.22	%
Average balance during the year		$	17,825			$	22,594			$	19,456
Average interest rate during the year			0.17	%			0.20	%			0.23	%
Maximum month end balance during the year		$	26,743			$	28,719			$	26,995

 

Advances from the Federal Home Loan Bank (“FHLB”) with original repayment terms less than one year are considered short-term borrowings for the Company. These advances are secured by residential real estate mortgage loans and U.S. government agency securities. The advances have maturities ranging from 1 month to 12 months from the date of issue.

 

The table below provides additional information regarding these short-term borrowings:

 

(Dollars in thousands)
			2015				2014				2013
Outstanding balance at December 31		$	—			$	—			$	6,000
Average interest rate at December 31			0.57	%			0.41	%			0.40	%
Average balance during the year		$	11,332			$	14,556			$	7,415
Average interest rate during the year			0.73	%			0.43	%			0.60	%
Maximum month end balance during the year		$	31,873			$	25,868			$	12,409

 

There were no other categories of short-term borrowings whose average balance outstanding exceeded 30% of shareholders’ equity in 2015, 2014 or 2013.

 

Return on Equity and Assets

The following schedule presents certain financial ratios of the Company for the years ended December 31:

 

			2015				2014				2013
Return on assets (net income divided by average total assets)			1.04	%			1.08	%			1.01	%
Return on equity (net income dividend by average equity)			8.39	%			8.88	%			8.31	%
Dividend payout ratio (dividends declared per share divided
by net income per share)			37.79	%			34.15	%			34.93	%
Equity to assets ratio (average equity divided by average total assets)			12.40	%			12.18	%			12.21	%

 

 

 

Item 1A.

Risk Factors

 

The Company is subject to many risks and uncertainties. Although the Company seeks ways to manage these risks and develop programs to control risks to the extent that management can control them, the Company cannot predict the future. Actual results may differ materially from management’s expectations. Some of these significant risks and uncertainties are discussed below. The risks and uncertainties described below are not the only ones that the Company faces. Additional risks and uncertainties of which the Company is unaware, or that it currently does not consider to be material, also may become important factors that affect the Company and its business. If any of these risks were to occur, the Company’s business, financial condition or results of operations could be materially and adversely affected.

 

Investments in the Company’s common stock involve risk.

 

The market price of the Company’s common stock may fluctuate significantly in response to a number of factors, including:

 

·	Variations in quarterly or annual operating results
·	Changes in dividends per share
·	Changes in interest rates
·	New developments, laws or regulations in the banking industry
·	Acquisitions or business combinations involving the Company or its competition
·	Regulatory actions, including changes to regulatory capital levels, the components of regulatory capital and how regulatory capital is calculated
·	Volatility of stock market prices and volumes
·	Changes in market valuations of similar companies
·	New litigation or contingencies or changes in existing litigation or contingencies
·	Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies
·	Rumors or erroneous information
·	Credit and capital availability
·	Issuance of additional shares of common stock or other debt or equity securities of the Company

 

Asset quality could be less favorable than expected.

 

A significant source of risk for the Company arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loan agreements. Most loans originated by the Company are secured, but some loans are unsecured depending on the nature of the loan. With respect to secured loans, the collateral securing the repayment of these loans includes a wide variety of real and personal property that may be insufficient to cover the obligations owed under such loans. Collateral values may be adversely affected by changes in prevailing economic, environmental and other conditions, including declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal government, terrorist activity, environmental contamination and other external events.

 

The Company’s allowance for loan losses may not be adequate to cover actual loan losses.

 

The risk of nonpayment of loans is inherent in all lending activities and nonpayment of loans may have a material adverse effect on the Company’s earnings and overall financial condition, and the value of its common stock. The Company makes various assumptions and judgments about the collectability of its loan portfolio and provides an allowance for potential losses based on a number of factors. If its assumptions are wrong, the allowance for loan losses may not be sufficient to cover losses, which could have an adverse effect on the Company’s operating results, and may cause it to increase the allowance in the future. The actual amount of future provisions for loan losses cannot now be determined and may exceed the amounts of past provisions for loan losses. Federal and state banking regulators, as an integral part of their supervisory function, periodically review the allowance for loan losses. These regulatory agencies may require the Company to increase its provision for loan losses or to recognize further loan charge-offs based upon their judgments, which may be different from the Company’s judgments. Any increase in the allowance for loan losses could have a negative effect on the Company’s regulatory capital ratios, net income, financial condition and results of operations.

 

 

General economic conditions in the state of Michigan could be less favorable than expected.

 

The Company is affected by general economic conditions in the United States, although most directly within Michigan. An economic downturn within Michigan could negatively impact household and corporate incomes. This impact may lead to decreased demand for both loan and deposit products and increase the number of customers who fail to pay interest or principal on their loans.

 

The Company could be adversely affected by the soundness of other financial institutions, including defaults by larger financial institutions.

 

The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of credit, trading, clearing, counterparty or other relationships between financial institutions. The Company has exposure to multiple counterparties, and it routinely executes transactions with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems and losses or defaults by the Company or by other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Company interacts on a daily basis, and therefore could adversely affect the Company.

 

If the Company does not adjust to changes in the financial services industry, its financial performance may suffer.

 

The Company’s ability to maintain its financial performance and return on investment to shareholders will depend in part on its ability to maintain and grow its core deposit customer base and expand its financial services to its existing customers. In addition to other banks, competitors include credit unions, securities dealers, brokers, mortgage bankers, investment advisors and finance and insurance companies. The increasingly competitive environment is, in part, a result of changes in the economic environment within the state of Michigan, regulation, changes in technology and product delivery systems and the accelerating pace of consolidation among financial service providers. New competitors may emerge to increase the degree of competition for the Company’s customers and services. Financial services and products are also constantly changing. The Company’s financial performance will also depend in part upon customer demand for the Company’s products and services and the Company’s ability to develop and offer competitive financial products and services.

 

Changes in interest rates could reduce the Company’s income and cash flow.

 

The Company’s income and cash flow depends, to a great extent, on the difference between the interest earned on loans and securities, and the interest paid on deposits and other borrowings. Market interest rates are beyond the Company’s control, and they fluctuate in response to general economic conditions and the policies of various governmental and regulatory agencies including, in particular, the Federal Reserve Board. Changes in monetary policy, including changes in interest rates and interest rate relationships, will influence the origination of loans, the purchase of investments, the generation of deposits and the rate received on loans and securities and paid on deposits and other borrowings.

 

The Company is subject to liquidity risk in its operations, which could adversely affect its ability to fund various obligations.

 

Liquidity risk is the possibility of being unable to meet obligations as they come due or capitalize on growth opportunities as they arise because of an inability to liquidate assets or obtain adequate funding on a timely basis, at a reasonable cost and within acceptable risk tolerances. Liquidity is required to fund various obligations, including credit obligations to borrowers, loan originations, withdrawals by depositors, repayment of debt, dividends to shareholders, operating expenses and capital expenditures. Liquidity is derived primarily from retail deposit growth and earnings retention, principal and interest payments on loans and investment securities, net cash provided from operations and access to other funding. If the Company is unable to maintain adequate liquidity, then its business, financial condition and results of operations would be negatively affected.

 

Legislative or regulatory changes or actions, or significant litigation, could adversely impact the Company or the businesses in which it is engaged.

 

The financial services industry is extensively regulated. The Company and the Bank are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of their operations. Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors and the deposit insurance fund, and not to benefit the Company’s shareholders. The impact of any changes to laws and regulations or other actions by regulatory agencies may negatively impact the Company or its ability to increase the value of its business. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the 14 imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution’s allowance for loan losses. Future regulatory changes or accounting pronouncements may increase the Company’s regulatory capital requirements or adversely affect its regulatory capital levels. Additionally, actions by regulatory agencies or significant litigation against the Company or the Bank could require the Company to devote significant time and resources to defending its business and may lead to penalties that materially affect the Company.

 

 

The Company relies heavily on its management and other key personnel, and the loss of any of them may adversely affect its operations.

 

The Company is and will continue to be dependent upon the services of its management team and other key personnel. Losing the services of one or more key members of the Company’s management team could adversely affect its operations.

 

The Company may be a defendant in a variety of litigation and other actions, which may have a material adverse effect on the Company’s financial condition and results of operations.

 

The Company and the Bank are regularly involved in a variety of litigation arising out of the normal course of business. The Company’s insurance may not cover all claims that may be asserted against it, and any claims asserted against it, regardless of merit or eventual outcome, may harm its reputation or cause the Company to incur unexpected expenses, which could be material in amount. Should the ultimate expenses, judgments or settlements in any litigation exceed the Company’s insurance coverage, they could have a material adverse effect on the Company’s financial condition and results of operations. In addition, the Company may not be able to obtain appropriate types or levels of insurance in the future, nor may it be able to obtain adequate replacement policies with acceptable terms, if at all.

 

If the Company cannot raise additional capital when needed, its ability to further expand its operations through organic growth or acquisitions could be materially impaired.

 

The Company is required by federal and state regulatory authorities to maintain specified levels of capital to support its operations. The Company may need to raise additional capital to support its current level of assets or its growth. The Company’s ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside its control, and on its financial performance. The Company cannot assure that it will be able to raise additional capital in the future on terms acceptable to it or at all. If the Company cannot raise additional capital when needed, its ability to maintain its current level of assets or to expand its operations through organic growth or acquisitions could be materially limited.

 

Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of computer systems or otherwise, could severely harm the Company’s business.

 

As part of its business, the Company collects, processes and retains sensitive and confidential client and customer information on behalf of itself and other third parties. Despite the security measures the Company has in place for its facilities and systems, and the security measures of its third party service providers, the Company may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information, whether by the Company or by its vendors, could severely damage the Company’s reputation, expose it to the risks of litigation and liability, disrupt the Company’s operations and have a material adverse effect on the Company’s business.

 

The Company’s information systems may experience an interruption or breach in security.

 

The Company relies heavily on communications and information systems to conduct its business and deliver its products. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s customer relationship management, general ledger, deposit, loan and other systems. While the Company has policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, there can be no assurance that any such failures, interruptions or security breaches of the Company’s information systems or its customers’ information or computer systems would not damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations.

 

Environmental liability associated with commercial lending could result in losses.

 

In the course of its business, the Company may acquire, through foreclosure, properties securing loans it has originated or purchased that are in default. Particularly in commercial real estate lending, there is a risk that hazardous substances could be discovered on these properties. In this event, the Company might be required to remove these substances from the affected properties at the Company’s sole cost and expense. The cost of this removal could substantially exceed the value of affected properties. The Company may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. These events could have an adverse effect on the Company’s business, results of operations and financial condition.

 

 

The Company depends upon the accuracy and completeness of information about customers.

 

In deciding whether to extend credit to customers, the Company relies on information provided to it by its customers, including financial statements and other financial information. The Company may also rely on representations of customers as to the accuracy and completeness of that information and on reports of independent auditors on financial statements. The Company’s financial condition and results of operations could be negatively impacted to the extent that the Company extends credit in reliance on financial statements that do not comply with generally accepted accounting principles or that are misleading or other information provided by customers that is false or misleading.

 

The Company operates in a highly competitive industry and market area.

 

The Company faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include national and regional banks within the various markets where the Company operates, as well as internet banks. The Company also faces competition from many other types of financial institutions, including savings and loan associations, credit unions, finance companies, brokerage firms, insurance companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. The Company competes with these institutions both in attracting deposits and in making new loans. Technology has lowered barriers to entry into the market and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of the Company’s competitors have fewer regulatory constraints and may have lower cost structures, such as credit unions that are not subject to federal income tax. Due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than the Company can.

 

Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact the Company’s business.

 

Severe weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on the Company’s ability to conduct business. Such events could affect the stability of the Company’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Company to incur additional expenses.

 

The Company relies on dividends from the Bank for most of its revenue.

 

The Company is a separate and distinct legal entity from the Bank. It receives substantially all of its revenue from dividends from the Bank. These dividends are the principal source of funds to pay cash dividends on the Company’s common stock. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to the Company. If the Bank is unable to pay dividends to the Company, the Company may not be able to pay cash dividends on its common stock. The earnings of the Bank have been the principal source of funds to pay cash dividends to shareholders. Over the long-term, cash dividends to shareholders are dependent upon earnings, as well as capital requirements, regulatory restraints and other factors affecting the Company and the Bank.

 

Additional risks and uncertainties could have a negative effect on financial performance.

 

Additional factors could have a negative effect on the financial performance of the Company and the Company’s common stock. Some of these factors are financial market conditions, changes in financial accounting and reporting standards, new litigation or changes in existing litigation, regulatory actions and losses.

 

Item 1B.

Unresolved Staff Comments

 

None.

 

 

Item 2.

Properties

 

The offices of the Company and Insurance Agency as of February 29, 2016, were as follows:

 

Company’s, Bank’s and Insurance Agency’s main office:

109 East Division, Sparta, Michigan
Office is owned by the Bank and comprises 24,000 square feet.

 

Bank’s branch office:

416 West Division, Sparta, Michigan
Office is leased by the Bank and comprises 3,000 square feet.

 

Bank’s branch office:

4170 - 17 Mile Road, Cedar Springs, Michigan
Office is owned by the Bank and comprises 3,000 square feet.

 

Bank’s branch office:

6795 Courtland Drive, Rockford, Michigan
Office is owned by the Bank and comprises 2,400 square feet.

 

Bank’s branch office:

5050 Alpine Avenue NW, Comstock Park, Michigan
Office is owned by the Bank and comprises 2,400 square feet.

 

Bank’s branch office:

450 West Muskegon, Kent City, Michigan
Office is owned by the Bank and comprises 27,300 square feet.

 

Bank’s branch office:

3069 Slocum Road, Ravenna, Michigan
Office is owned by the Bank and comprises 4,800 square feet.

 

Bank’s branch office:

5475 East Apple Avenue, Muskegon, Michigan
Office is owned by the Bank and comprises 4,800 square feet.

 

Bank’s branch office:

661 West Randall, Coopersville, Michigan
Office is owned by the Bank and comprises 2,700 square feet.

 

Bank’s branch office:

10 West Main Street, Grant, Michigan
Office is owned by the Bank and comprises 4,800 square feet.

 

Bank’s branch office:

246 West River Valley Drive, Newaygo, Michigan
Office is owned by the Bank and comprises 2,600 square feet.

 

Bank’s branch office:

1423 West Main Street, Fremont, Michigan
Office is owned by the Bank and comprises 1,600 square feet.

 

The Company, Bank and Insurance Agency believe that their offices are suitable and adequate for their future needs and are in good condition. The Company’s management believes all offices are adequately covered by property insurance.

 

 

Item 3.

Legal Proceedings

 

As of December 31, 2015, there are no significant pending legal proceedings to which the Company or the Bank is a party or to which any of their properties are subject, except for legal proceedings arising in the ordinary course of business. In the opinion of management, pending legal proceedings will not have a material adverse effect on the consolidated financial condition of the Company.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Stock Information

 

Several brokers trade ChoiceOne’s common shares in the OTC Pink marketplace. There is no well-established public trading market for the shares and trading activity is infrequent. ChoiceOne’s trading volume and recent share price information can be viewed under the symbol ‘COFS’ on certain financial websites.

 

The range of high and low bid prices for shares of common stock for each quarterly period during the past two years is as follows:

 

		2015						2014
		Low			High			Low			High
First Quarter		$	22.30		$	24.25		$	16.50		$	18.00
Second Quarter			22.30			23.75			17.21			18.80
Third Quarter			22.25			23.79			18.25			22.00
Fourth Quarter			22.46			24.50			20.01			23.00

 

The prices listed above are over-the-counter market quotations reported to ChoiceOne by its market makers. The over-the-counter market quotations reflect inter-dealer prices without retail markup, markdown or commission and may not necessarily represent actual transactions. As of February 29, 2016, the average bid price for shares of ChoiceOne common stock was $22.85.

 

As of February 29, 2016, there were 732 shareholders of record of ChoiceOne Financial Services, Inc. common stock.

 

 

The following table summarizes the quarterly cash dividends declared per share of common stock during 2015 and 2014:

 

		2015			2014
First Quarter		$	0.15		$	0.14
Second Quarter			0.17			0.15
Third Quarter			0.17			0.15
Fourth Quarter			0.17			0.15
Total		$	0.66		$	0.59

 

ChoiceOne’s principal source of funds to pay cash dividends is the earnings and dividends paid by the Bank. The Bank is restricted in its ability to pay cash dividends under current banking regulations. See Note 20 to the consolidated financial statements for a description of these restrictions. Based on information presently available, management expects ChoiceOne to declare and pay regular quarterly cash dividends in 2016, although the amount of the quarterly dividends will be dependent on market conditions and ChoiceOne’s requirements for cash and capital, among other things.

 

On October 28, 2015, the Company issued 788 shares of common stock to its directors pursuant to the Directors’ Stock Purchase Plan for an aggregate cash price of $18,000. The Company relied on the exemption contained in Section 4(6) of the Securities Act of 1933 in connection with these sales.

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

The Company’s did not purchase any of its own common stock during the quarter ended December 31, 2015. As of December 31, 2015, there are 59,224 shares remaining that may yet be purchased under approved plans or programs. 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.

 

The information under Item 12 of this report regarding equity compensation plans is incorporated herein by reference.

 

          

Item 6.          Selected Financial Data

ChoiceOne Financial Services, Inc.
Selected Financial Data

 

(Dollars in thousands, except per share data)
			2015				2014				2013				2012				2011
For the year
Net interest income		$	18,362			$	17,863			$	17,596			$	17,675			$	17,922
Provision for loan losses			100				100				300				2,515				3,700
Noninterest income			7,702				6,802				6,245				6,889				6,139
Noninterest expense			18,276				16,794				16,664				16,444				15,788
Income before income taxes			7,688				7,771				6,877				5,605				4,573
Income tax expense			1,945				2,076				1,783				1,343				1,060
Net income			5,743				5,695				5,094				4,262				3,513
Cash dividends declared			2,170				1,945				1,780				1,648				1,578
Per share
Basic earnings		$	1.75			$	1.73			$	1.55			$	1.29			$	1.07
Diluted earnings			1.74				1.72				1.54				1.29				1.07
Cash dividends declared			0.66				0.59				0.54				0.50				0.48
Shareholders’ equity (at year end)			21.19				20.08				18.68				18.35				17.58
Average for the year
Securities		$	152,361			$	142,361			$	133,704			$	129,337			$	104,986
Gross loans			342,382				330,355				312,798				307,639				317,271
Deposits			443,972				422,737				410,462				408,895				396,474
Federal Home Loan Bank advances			19,989				14,555				7,415				6,130				8,461
Shareholders’ equity			68,439				64,143				61,317				59,431				56,098
Assets			551,762				526,669				502,333				500,636				486,478
At year end
Securities		$	163,323			$	145,706			$	139,832			$	138,242			$	118,025
Gross loans			349,304				346,113				315,966				311,468				320,127
Deposits			474,696				434,828				418,127				424,199				403,365
Federal Home Loan Bank advances			11,332				18,363				6,392				420				8,447
Shareholders’ equity			69,842				66,190				61,558				60,506				57,904
Assets			567,746				549,640				514,575				508,913				495,914
Selected financial ratios
Return on average assets			1.04	%			1.08	%			1.01	%			0.85	%			0.72	%
Return on average shareholders’ equity			8.39				8.88				8.31				7.17				6.26
Cash dividend payout as a percentage of net income			37.79				34.15				34.93				38.67				44.92
Shareholders’ equity to assets (at year end)			12.30				12.04				11.96				11.89				11.68

 

 

Item 7.           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, and its wholly-owned subsidiaries, the Bank and the Insurance Agency. This discussion should be read in conjunction with the consolidated financial statements and related footnotes.

 

RESULTS OF OPERATIONS

 

Summary

Net income for 2015 was $5,743,000, which represented a $48,000 or 1% increase from 2014. The growth in net income resulted primarily from lower interest expense and an increase in noninterest income in 2015 compared to 2014. Net charge-offs continued to be low in 2015, which allowed for a level provision for loan losses expense in 2015 compared to 2014. Net interest income increased $499,000 in 2015 compared to the prior year as a 16 basis point decrease in the rate earned on earning assets was applied to a larger dollar volume in addition to the 6 basis point reduction in the rate paid on interest-bearing liabilities. Growth in noninterest income of $900,000 in 2015 compared to 2014 was mainly caused by higher gains on sales of loans and a death benefit received from a life insurance policy. The increase in noninterest expense was due to higher salaries and benefits and data processing partially offset by lower FDIC insurance expense and loan and collection expense in 2015 compared to the prior year.

 

Net income for 2014 was $5,695,000, which represented a $601,000 or 12% increase from 2013. The growth in net income resulted primarily from lower interest expense, a lower provision for loan losses and an increase in noninterest income in 2014 compared to 2013. Net charge-offs were lower in 2014 than 2013, which caused the need for less provision for loan losses expense. Net interest income increased $267,000 in 2014 compared to the prior year as a 23 basis point decrease in the rate earned on earning assets was applied to a larger dollar volume in addition to the 8 basis point reduction in the rate paid on interest-bearing liabilities. Noninterest income grew $557,000 from 2013 to 2014 as a result of higher customer service charges, higher gains on sales of securities, and a lower level of losses on sales of other assets. The increase in noninterest expense was due to higher salaries and benefits and data processing partially offset by lower loan and collection expense in 2014 compared to the prior year.

 

Dividends

Cash dividends of $2,170,000 or $0.66 per common share were declared in 2015, compared to $1,945,000 or $0.59 per common share in 2014 and $1,780,000 or $0.54 per common share in 2013. Dividends declared were $0.17 per share for the last three quarters in 2015 and $0.15 per share for the first quarter in 2015. Dividends declared were $0.15 per share for the last three quarters of 2014 and $0.14 per share for the first quarter in 2014. Dividends declared were $0.14 per share for the last two quarters and $0.13 per share for the first two quarters in 2013. The dividend yield on ChoiceOne’s common stock was 2.77% in 2015, compared to 2.57% in 2014 and 3.16% in 2013. The cash dividend payout as a percentage of net income was 38% in 2015, compared to 34% in 2014 and 35% in 2013.

 

 

Table 1 – Average Balances and Tax-Equivalent Interest Rates

 

			Year ended December 31,
			2015											2014													2013
(Dollars in thousands)		Average Balance				Interest				Rate				Average Balance				Interest				Rate				Average Balance				Interest				Rate
Assets:
Loans (1) (2)		$	342,382			$	15,982				4.67	%		$	330,355			$	15,775				4.78	%		$	312,798			$	15,814				5.06	%
Taxable securities (3)			102,550				1,783				1.74				97,435				1,847				1.90				91,083				1,812				1.99
Nontaxable securities (1)			49,952				2,156				4.32				44,926				2,102				4.68				42,621				2,099				4.92
Other			5,753				14				0.25				4,165				9				0.22				4,817				12				0.25
Interest-earning assets			500,637				19,934				3.98				476,881				19,733				4.14				451,319				19,737				4.37
Noninterest-earning assets (4)			51,125												49,788												51,014
Total assets		$	551,762											$	526,669											$	502,333
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits		$	165,767			$	226				0.14	%		$	137,924			$	220				0.16	%		$	132,053			$	261				0.20	%
Savings deposits			67,826				26				0.04				67,869				41				0.06				65,484				40				0.06
Certificates of deposit			94,891				625				0.66				107,388				780				0.73				119,072				1,027				0.86
Advances from Federal Home Loan Bank			19,989				83				0.41				14,555				63				0.43				7,415				45				0.61
Other			18,156				30				0.17				22,995				47				0.20				20,034				46				0.23
Interest-bearing liabilities			366,629				990				0.27				350,731				1,151				0.33				344,058				1,419				0.41
Demand deposits			115,488												109,556												93,853
Other noninterest-bearing liabilities			1,206												2,239												3,105
Total liabilities			483,323												462,526												441,016
Shareholders’ equity			68,439												64,143												61,317
Total liabilities and shareholders’ equity		$	551,762											$	526,669											$	502,333
Net interest income (tax-equivalent basis)- interest spread							18,944				3.71	%							18,582				3.81	%							18,318				3.96	%
Tax-equivalent adjustment (1)							(582	)											(719	)											(722	)
Net interest income						$	18,362											$	17,863											$	17,596
Net interest income as a percentage of earning assets (tax-equivalent basis)											3.78	%											3.90	%											4.06	%

 

(1)	Interest on nontaxable securities and loans has been adjusted to a fully tax-equivalent basis to facilitate comparison to the taxable interest-earning assets. The adjustment uses an incremental tax rate of 34% for the years presented.

(2)	Interest on loans included net origination fees charged on loans of approximately $957,000, $873,000, and $909,000 in 2015, 2014, and 2013, respectively.

(3)	Interest on taxable securities includes dividends on Federal Home Loan Bank and Federal Reserve Bank stock.

(4)	Noninterest-earning assets include loans on a nonaccrual status, which averaged approximately $2,145,000, $3,613,000, and $2,132,000 in 2015, 2014, and 2013, respectively.

 

 

Table 2 – Changes in Tax-Equivalent Net Interest Income  

		Year ended December 31,
(Dollars in thousands)		2015 Over 2014												2014 Over 2013
		Total				Volume				Rate				Total				Volume				Rate
Increase (decrease) in interest income (1)
Loans (2)		$	207			$	566			$	(360	)		$	(39	)		$	863			$	(902	)
Taxable securities			(64	)			94				(158	)			35				124				(89	)
Nontaxable securities (2)			54				224				(171	)			3				111				(108	)
Other			5				4				2				(3	)			(2	)			(1	)
Net change in interest income			201				888				(687	)			(4	)			1,096				(1,100	)
Increase (decrease) in interest expense (1)
Interest-bearing demand deposits			6				40				(34	)			(41	)			11				(52	)
Savings deposits			(15	)			—				(15	)			1				1				—
Certificates of deposit			(155	)			(86	)			(69	)			(247	)			(95	)			(152	)
Advances from Federal Home Loan Bank			20				23				(3	)			18				34				(16	)
Other			(17	)			(9	)			(8	)			1				6				(5	)
Net change in interest expense			(161	)			(32	)			(129	)			(268	)			(43	)			(225	)
Net change in tax-equivalent net interest income		$	362			$	920			$	(558	)		$	264			$	1,139			$	(875	)

 

(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 tax-exempt securities and loans has been adjusted to a fully tax-equivalent basis using an incremental tax rate of 34% for the years presented.

 

Net Interest Income

Tax-equivalent net interest income increased $362,000 in 2015 compared to 2014. The increase was attributed to $23.8 million in interest-earning assets and a decrease of 6 basis points on interest-bearing liabilities, partially offset by a 16 basis point decline in the average rate on interest-earning assets. ChoiceOne’s net interest spread declined 10 basis points in 2015 compared to 2014 as growth of average interest-earning assets was offset by the compression of net interest margin.

 

The average balance of loans increased $12.0 million in 2015 compared to 2014. $8.6 million of growth came from loans to businesses in ChoiceOne’s markets as calling efforts were emphasized in 2015. Residential mortgage loans increased $3.5 million due to a higher level of loan originations in 2015. Partially offsetting the loan growth with an 11 basis point decrease in the average rate earned on loans, interest income on loans increased $207,000 in 2015 compared to the prior year. The average balance of total securities increased by $10.1 million in 2015 compared to 2014 as securities were purchased to provide earning assets growth. This growth in the average balance was partially offset by a lower average rate earned on securities, which caused interest income from securities to decrease $10,000 in 2015 compared to the prior year. The average balance of other interest-earning assets increased $1.6 million as excess funds were deployed to purchase additional bank owned life insurance, resulting in an increase of $5,000 in interest income for 2015 compared to 2014.

 

The average balance of interest-bearing demand deposits increased $27.8 million in 2015 compared to 2014. The effect of this increase, partially offset by a 2 basis point decline in the average rate paid, caused interest expense to be $6,000 higher in 2015 than in the prior year. The effect of $43,000 of decline in average savings deposits along with a 2 basis point decline in average rate paid caused a $15,000 decrease in interest expense in 2015 compared to the prior year. The average balance of certificates of deposit was $12.5 million lower in 2015 than in the prior year. The average balance decrease plus the effect of a 7 basis point decline in the average rate paid caused interest expense on certificates of deposit to fall $155,000 in 2015 compared to 2014. A $5.4 million increase in the average balance of Federal Home Loan Bank advances, partially offset by a 2 basis point decrease in the average rate paid, caused interest expense to increase $20,000 in 2015 compared to the prior year. The growth experienced in non-interest bearing demand deposits and savings deposits was primarily due to depositors choosing the liquidity and safety afforded by this type of deposit as compared to certificates of deposit or nonbank investments.

 

ChoiceOne’s net interest income spread was 3.71% for 2015 and 3.81% for 2014. The average yield received on interest-earning assets in 2015 decreased 16 basis points to 3.98% while the average rate paid on interest-bearing liabilities in 2015 fell 6 basis points to 0.27%. The decline in general market interest rates in both 2014 and 2015 caused the reduction in rates for both assets and liabilities in the two time periods.

 

 

Tax-equivalent net interest income increased $267,000 in 2014 compared to 2013. The increase was attributed to $25.6 million increase in interest-earning assets and a decrease of 8 basis points on interest-bearing liabilities, partially offset by a 23 basis point decline in the average rate on interest-earning assets. ChoiceOne’s net interest spread declined 15 basis points in 2014 compared to 2013 as growth of average interest-earning assets was offset by the compression of net interest margin.

 

The average balance of loans increased $17.6 million in 2014 compared to 2013. $19.9 million of growth came from loans to businesses in ChoiceOne’s markets as calling efforts were emphasized in 2014. Consumer loans increased $1.0 million due to marketing and ChoiceOne’s referral program. Residential mortgage loans declined $3.3 million as some loans held in portfolio were refinanced during 2014 and sold in the secondary market. Offsetting the loan growth with a 28 basis point decrease in the average rate earned on loans, interest income on loans declined $39,000 in 2014 compared to the prior year. The average balance of total securities increased by $8.7 million in 2014 compared to 2013 as securities were purchased to provide earning assets growth. This growth in the average balance was partially offset by a lower average rate earned on securities, which caused interest income from securities to increase $38,000 in 2014 compared to the prior year. The average balance of other interest-earning assets decreased $652,000 as excess funds were deployed toward loan and securities growth, resulting in a decrease of $3,000 in interest income for 2014 compared to 2013.

 

The average balance of interest-bearing demand deposits increased $5.9 million in 2014 compared to 2013. The effect of this increase, partially offset by a 4 basis point decline in the average rate paid, caused interest expense to be $40,000 lower in 2014 than in the prior year. The effect of $2.4 million of growth in average savings deposits caused a $1,000 increase in interest expense in 2014 compared to the prior year. The average balance of certificates of deposit was $11.7 million lower in 2014 than in the prior year. The average balance decrease plus the effect of a 13 basis point decline in the average rate paid caused interest expense on certificates of deposit to fall $247,000 in 2014 compared to 2013. A $7.1 million increase in the average balance of Federal Home Loan Bank advances, partially offset by an 18 basis point decrease in the average rate paid, caused interest expense to increase $18,000 in 2014 compared to the prior year. The growth experienced in non-interest bearing demand deposits and savings deposits was primarily due to depositors choosing the liquidity and safety afforded by this type of deposit as compared to certificates of deposit or nonbank investments.

 

ChoiceOne’s net interest income spread was 3.81% for 2014 and 3.96% for 2013. The average yield received on interest-earning assets in 2014 decreased 23 basis points to 4.14% while the average rate paid on interest-bearing liabilities in 2014 fell 8 basis points to 0.33%. The decline in general market interest rates in both 2013 and 2014 caused the reduction in rates for both assets and liabilities in the two time periods.

 

 

 

 

Provision and Allowance For Loan Losses

 

Table 3 – Provision and Allowance For Loan Losses

 

(Dollars in thousands)
		2015			2014			2013			2012			2011
Allowance for loan losses at beginning of year		$	4,173		$	4,735		$	5,852		$	5,213		$	4,729
Charge-offs:
Agricultural			—			—			88			—			45
Commercial and industrial			30			1			122			405			228
Real estate - commercial			—			665			858			869			1,357
Real estate - construction			—			—			—			—			—
Real estate - residential			140			133			732			887			1,677
Consumer			291			273			351			338			361
Total			461			1,072			2,151			2,499			3,668
Recoveries:
Agricultural			1			20			6			5			10
Commercial and industrial			64			119			337			61			32
Real estate - commercial			47			48			84			224			89
Real estate - construction			—			—			—			—			—
Real estate - residential			149			44			132			119			104
Consumer			121			179			175			214			217
Total			382			410			734			623			452
Net charge-offs			79			662			1,417			1,876			3,216
Provision for loan losses			100			100			300			2,515			3,700
Allowance for loan losses at end of year		$	4,194		$	4,173		$	4,735		$	5,852		$	5,213
Allowance for loan losses as a percentage of:			1.20	%		1.21	%		1.50	%		1.88	%		1.63	%
Total loans as of year end
Nonaccrual loans, accrual loans past due 90 days or more and troubled debt restructurings			76	%		63	%		62	%		86	%		78	%
Ratio of net charge-offs to average total loans outstanding during the year			0.02	%		0.20	%		0.45	%		0.61	%		1.01	%
Loan recoveries as a percentage of prior year’s charge-offs			36	%		19	%		29	%		17	%		12	%

 

The provision for loan losses was flat in 2015 compared to 2014. The reduction of $583,000 in net charge-offs experienced in 2015 compared to 2014 allowed for the minimal provision for loan losses in 2015. All loan categories experienced net recoveries during 2015 except consumer loans, which had net charge offs of $172,000. Management believes that the lower net charge-off levels are due in part to the improving economy in the Bank’s market areas. The allowance for loan losses as a percentage of total loans decreased from 1.21% as of the end of 2015 to 1.20% as of the end of 2015. The coverage ratio of the allowance for loan losses to nonperforming loans increased from 63% as of December 31, 2014 to 76% as of December 31, 2015. The allowance balance was slightly increased while the balance of nonperforming loans decreased in 2015. ChoiceOne had $506,000 of specific allowance allocations for problem loans as of the end of 2015, compared to $1.1 million as of the prior year end. Special allowance amounts have been allocated where the fair values of loans were considered to be less than their carrying values. ChoiceOne obtains valuations on collateral dependent loans when the loan is considered by management to be impaired and uses the valuation amounts in the determination of fair value. Management believes the specific reserves allocated to certain problem loans at the end of 2015 and 2014 were reasonable based on the circumstances surrounding each particular borrower.

 

 

The following schedule presents an allocation of the allowance for loan losses to the various loan categories as of the years ended December 31:

 

(Dollars in thousands)
		2015			2014			2013			2012			2011
Agricultural		$	420		$	186		$	178		$	140		$	55
Commercial and industrial			586			527			562			381			609
Real estate - commercial			1,030			1,641			1,842			2,596			2,299
Real estate - construction			46			9			12			15			34
Real estate - residential			1,388			1,193			1,626			1,923			1,847
Consumer			297			184			192			250			197
Unallocated			427			433			323			547			172
Total allowance for loan losses		$	4,194		$	4,173		$	4,735		$	5,852		$	5,213

 

The increase in the allowance allocation to agricultural loans was due to changes in assumptions regarding the industry and economic trends affecting it. The decrease in the allowance allocation to commercial real estate loans was due to a reduction in historical charge-off levels in this loan category. Fluctuations in allowance allocations in the other loan categories were primarily due to changes in historical charge-off levels and environmental factors affecting them.

 

Management maintains the allowance at a level that it believes adequately provides for losses inherent in the loan portfolio. Such losses are estimated by a variety of factors, including specific examination of certain borrowing relationships and consideration of historical losses incurred on certain types of credits. Current economic conditions and collateral values affect loss estimates. Management focuses on early identification of problem credits through ongoing reviews by management and the independent loan review function. Based on the current state of the economy and a recent review of the loan portfolio, management believes that the allowance for loan losses as of December 31, 2015 was adequate. As charge-offs, changes in the level of nonperforming loans, and changes within the composition of the loan portfolio occur, the provision and allowance for loan losses will be reviewed by the Bank’s management and adjusted as necessary.

 

Noninterest Income

Total noninterest income increased $900,000 in 2015 compared to 2014. Customer service charges increased $132,000 in 2015 compared to the prior year as a result of service charges on ChoiceOne’s new checking accounts and growth in debit card fee income. An increase in insurance and investment commissions of $154,000 in 2015 compared to 2014 was due to overall higher volumes including brokerage fees for investment transactions for customers. Gains on sales of loans increased $393,000 in 2015 compared to 2014 as longer-term mortgage rates declined causing a positive impact on mortgage volume. Net gains on sales of securities decreased $49,000 as opportunities to harvest gains on the security portfolio diminished. Net losses on sales of other assets were $14,000 lower in 2015 than in the prior year as write-downs of values of other real estate properties and losses on sales of properties were significantly lower in 2015 than in 2014. Earnings on life insurance policies were $349,000 higher in 2015 than 2014 as a death benefit was received on a former employee’s life insurance policy. Other noninterest income declined $92,000 in 2015 compared to 2014 as a result of losses experienced in the Company’s investments in its data processing subsidiary and a title insurance agency.

 

Total noninterest income increased $557,000 in 2014 compared to 2013. Customer service charges increased $274,000 in 2014 compared to the prior year as a result of service charges on ChoiceOne’s new checking accounts and growth in debit card fee income. An increase in insurance and investment commissions of $80,000 in 2014 compared to 2013 was due to overall higher volumes including brokerage fees for investment transactions for customers. Gains on sales of loans decreased $543,000 in 2014 compared to 2013 as increases in longer-term mortgage rates that occurred in the second half of 2013 and early 2014 caused a reduction in residential mortgage volume, while a decline in longer-term interest rates in the last quarter of 2014 had a positive impact on mortgage volume. Net gains on sales of securities increased $174,000 as rates stayed relatively flat during 2014, allowing for opportunities to harvest gains on the security portfolio. Net losses on sales of other assets were $687,000 lower in 2014 than in the prior year as write-downs of values of other real estate properties and losses on sales of properties were significantly lower in 2014 than in 2013. Other noninterest income declined $119,000 in 2014 compared to 2013 as a result of losses experienced in the Company’s investments in its data processing subsidiary and a title insurance agency.

 

Noninterest Expense

Total noninterest expense increased $1.5 million in 2015 compared to 2014. Salaries and benefits increased $817,000 in 2015 compared to the prior year as higher costs related to salaries, health insurance, retirement contributions and higher commission expenses. Data processing expense increased $463,000 as a result of higher costs related to electronic banking and software maintenance costs and the cost to upgrade the bank’s data processing and online banking software. Professional fees increased $82,000 as an increase of $101,000 in consulting expenses was partially offset by a decline in other professional fees. The $229,000 increase in other noninterest expense was partially due to an increase in recruiting expenses and loan origination costs.

 

 

Total noninterest expense increased $130,000 in 2014 compared to 2013. Salaries and benefits increased $216,000 in 2014 compared to the prior year as higher costs related to salaries, health insurance, and retirement contributions were partially offset by lower commission expenses. Data processing expense increased $182,000 as a result of higher costs related to electronic banking and software maintenance costs. The $255,000 decrease in loan and collection expense in 2014 compared to the prior year was caused by a lower level of other real estate properties and lower costs related to collection of nonperforming loans and maintenance of foreclosed properties.

 

Income Taxes

Income taxes decreased $131,000 in 2015 compared to 2014. The decrease in income tax expense in 2015 was caused by lower income before taxes and the effect of a nontaxable life insurance death benefit received in 2015. Income taxes increased $293,000 in 2014 compared to 2013. The increase in income tax expense was caused by higher income before taxes. The effective tax rate was 25% in 2015, compared to 27% in 2014. The decrease in the effective tax rate was primarily due to the nontaxable death benefit received in 2015. The effective tax rate was 27% in 2014 compared to 26% in 2013. The increase in the effective tax rate was caused by the portion of income before income tax comprised of nontaxable income declining.

 

Financial Condition

 

Summary

Total assets were $567.7 million as of December 31, 2015, which represented an increase of $18.1 million or 3.3% from the end of 2014. Securities available for sale increased $17.6 million during 2015 as management purchased securities to support asset growth. Loans increased $3.2 million in 2015, with most of the increase occurring in commercial and industrial loans. The allowance for loan losses increased $21,000 as the loan portfolio grew, but was offset by the quality of loans improving allowing for minimal provision expense. Net other real estate owned decreased $119,000 in 2015 with increased effort of the Bank to reduce this balance and therefore collection expenses. Total deposits increased $39.9 million in 2015 due to increases in checking deposits and savings deposits, which were partially offset by a decrease in local certificates of deposit.

 

Securities

The Bank’s securities available for sale balances as of December 31 were as follows:

 

(Dollars in thousands)
		2015			2014
U.S. Government and federal agency		$	57,207		$	44,503
U.S. Treasury notes and bonds			6,100			8,058
State and municipal			77,754			69,835
Mortgage-backed			6,970			8,942
Corporate			8,387			7,538
Foreign debt			995			994
Equity securities			2,453			2,275
Asset-backed securities			270			376
Total		$	160,136		$	142,521

 

The securities available for sale portfolio increased $17.6 million from December 31, 2014 to December 31, 2015. ChoiceOne purchased $71.2 million of securities during 2015 to replace securities that matured or were called and to provide growth in earning assets. Approximately $24.7 million in various securities were called or matured in 2015. Principal payments for municipal and mortgage-backed securities totaling $2.4 million were received during 2015. Various securities totaling approximately $25.9 million were sold during 2015 for net gains totaling $261,000. The Bank’s Investment Committee continues to monitor the portfolio and purchases securities as it considers prudent. Also, certain securities are sold under agreements to repurchase and management plans to continue this practice as a low-cost source of funding.

 

Equity securities included a money market preferred security (MMP) and a trust preferred security totaling $1.5 million, and common stock of $953,000 as of December 31, 2015. As of December 31, 2014, equity securities included an MMP of $1.5 million, and common stock of $775,000.

 

Management will continue to monitor its securities in 2016. Securities may be sold if believed prudent from a risk standpoint.

 

 

Loans

The Bank’s loan portfolio as of December 31 was as follows:

 

(Dollars in thousands)
		2015			2014
Agricultural		$	40,232		$	41,098
Commercial and industrial			94,347			88,062
Consumer			20,090			20,752
Real estate - commercial			97,736			99,807
Real estate - construction			5,390			2,691
Real estate - residential			91,509			93,703
Total loans		$	349,304		$	346,113

 

The loan portfolio (excluding loans held for sale) increased $3.2 million from December 31, 2014 to December 31, 2015. Economic factors in ChoiceOne’s market areas demonstrated signs of improvement, which affected loan demand in 2015. Growth experienced in the commercial and industrial and real estate – construction loan categories was due in part to calling efforts by ChoiceOne’s loan officers as well as continued low interest rates on residential real estate.

 

Information regarding impaired loans can be found in Note 3 to the consolidated financial statements included in this report. In addition to its review of the loan portfolio for impaired loans, management also monitors 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 past due 90 days or more, which are considered troubled debt restructurings.

 

The balances of these nonperforming loans as of December 31 were as follows:

 

(Dollars in thousands)
		2015			2014
Loans accounted for on a nonaccrual basis		$	2,198		$	3,361
Loans contractually past due 90 days or more as to principal or interest payments			29			58
Loans considered troubled debt restructurings which are not included above			3,271			3,175
Total		$	5,498		$	6,594

 

Nonaccrual loans included $50,000 in agricultural loans, $77,000 in commercial and industrial loans, $1,640,000 in commercial real estate loans, and $431,000 in residential real estate loans as of December 31, 2015. Nonaccrual loans included $38,000 in commercial and industrial loans, $2,652,000 in commercial real estate loans, and $671,000 in residential real estate loans as of December 31, 2014. The primary reason for the decline in nonaccrual loans in 2015 was loan paydowns. Loans considered troubled debt restructurings which were not on a nonaccrual basis and were not 90 days or more past due as to principal or interest payments consisted of $1,149,000 in commercial real estate loans, $24,000 in consumer loans, and $2,098,000 in residential real estate loans at December 31, 2015, compared to $26,000 in consumer loans, $1.2 million in commercial real estate loans, and $1.9 million in residential real estate loans at December 31, 2014. Troubled debt restructurings consist of loans where the terms have been modified to assist the borrowers in making their payments. The modifications can include capitalization of interest onto the principal balance, reduction in interest rate, and extension of the loan term.

 

Management also maintains a list of loans that are not classified as nonperforming loans but where some concern exists as to the borrowers’ abilities to comply with the original loan terms. These loans totaled $6.0 million as of December 31, 2015, compared to $7.2 million as of December 31, 2014.

 

 

Deposits and Other Funding Sources

 

The Bank’s deposit balances as of December 31 were as follows:

 

(Dollars in thousands)
		2015			2014
Noninterest-bearing demand deposits		$	122,937		$	113,006
Interest-bearing demand deposits			106,883			71,651
Money market deposits			86,987			78,272
Savings deposits			70,946			67,035
Local certificates of deposit			86,944			104,864
Total deposits		$	474,697		$	434,828

 

Total deposits increased $39.9 million from December 31, 2014 to December 31, 2015. Local certificates of deposit fell $17.9 million during 2015. Management believes that the decline in local certificates of deposits is in part due to the customer base both reentering the stock market and wanting more liquid funds available as seen in the increase in demand deposits, savings deposits, and money market deposits of $57.8 million.

 

Securities sold under agreements to repurchase decreased $17.3 million during 2015. The decrease was due to the decline of sweep repurchase accounts used by the Bank’s local customers as many transitioned into other interest-bearing demand deposits. Advances from the Federal Home Loan Bank of Indianapolis decreased $7.0 million in 2015 due to advances paid off with deposit growth. A blanket collateral agreement covering agricultural real estate loans and residential real estate loans was pledged against all outstanding advances at the end of 2015. Approximately $61.2 million of additional advances were available as of December 31, 2015 based on the collateral pledged.

 

In 2016, management will continue to focus its marketing efforts toward growth in local deposits. If local deposit growth is insufficient to support asset growth, management believes that advances from the FHLB, repurchase agreements and brokered certificates of deposit can address corresponding funding needs.

 

Shareholders’ Equity

Total shareholders’ equity increased $3.7 million from December 31, 2014 to December 31, 2015. The growth in equity resulted from the retention of earnings in 2015 as net income exceeded dividends paid by $3.6 million. Other comprehensive income increased $130,000 in 2015 primarily due to declining interest rates affecting the unrealized gains on available for sale securities.

 

Note 20 to the consolidated financial statements presents regulatory capital information for the Bank at the end of 2015 and 2014. Management will monitor these capital ratios during 2016 as they relate to asset growth and earnings retention. ChoiceOne’s Board of Directors and management do not plan to allow capital to decrease below those levels necessary to be considered “well capitalized” by regulatory guidelines. At December 31, 2015, the Bank was categorized as “well-capitalized.” On July 3, 2013, the FDIC Board of Directors approved the Regulatory Capital Interim Final Rule, implementing Basel III. This rule redefines Tier 1 capital as two components (Common Equity Tier 1 and Additional Tier 1), creates a new capital ratio (Common Equity Tier 1 Risk-based Capital Ratio) and implements a capital conservation buffer. It also revises the prompt corrective action thresholds and makes changes to risk weights for certain assets and off-balance-sheet exposures. Banks were required to transition into the new rule beginning on January 1, 2015. Based on ChoiceOne’s capital levels and balance sheet composition at December 31, 2015, management believes implementation of the new rule will have no material impact on ChoiceOne’s capital needs.

 

 

 

 

Table 4 – Contractual Obligations

 

The following table discloses information regarding the maturity of ChoiceOne’s contractual obligations at December 31, 2015:

 

			Payment Due by Period
(Dollars in thousands)			Total				Less than 1 year				1 - 3 Years				3 - 5 Years				More than 5 Years
Time deposits		$	86,944			$	54,241			$	25,178			$	7,232			$	293
Repurchase agreements			9,460				9,460				—				—				—
Advances from Federal Home Loan Bank			11,332				11,032				67				73				161
Operating leases			217				55				34				36				91
Other obligations			789				99				202				199				289
Total		$	108,742			$	74,886			$	25,481			$	7,540			$	834

 

Liquidity and Interest Rate Risk

Net cash from operating activities was $4.0 million for 2015 compared to $7.5 million for 2014. Lower net proceeds from loan sales was the main reason for the decrease. Cash used in investing activities was $22.7 million in 2015 compared to $38.9 million in 2014. The change was caused by a lower level of loan growth in 2015 than in 2014, offset by more net securities growth. Cash flows from financing activities were $11.2 million in 2015 compared to $16.7 million in the prior year. The effect of growth in deposits in 2015 partially offset by a lower level of net proceeds from Federal Home Loan Bank advances and a lower level of growth in repurchase agreements in 2015 than in the prior year.

 

ChoiceOne’s primary market risk exposure occurs in the form of interest rate risk. Liquidity risk also can have an impact but to a lesser extent. ChoiceOne’s business is transacted in U.S. dollars with no foreign exchange risk exposure. Agricultural loans comprise a relatively small portion of ChoiceOne’s total assets. Management believes that ChoiceOne’s exposure to changes in commodity prices is insignificant.

 

Management believes that the current level of liquidity is sufficient to meet the Bank’s normal operating needs. This belief is based upon the availability of deposits from both the local and national markets, maturities of securities, normal loan repayments, income retention, federal funds purchased lines of credit from correspondent banks, and advances available from the FHLB. Liquidity risk deals with ChoiceOne’s ability to meet its cash flow requirements. These requirements include depositors desiring to withdraw funds and borrowers seeking credit. Relatively short-term liquid funds exist in the form of lines of credit to purchase federal funds at four of the Bank’s correspondent banks. As of December 31, 2015, the amount of federal funds available for purchase from the Bank’s correspondent banks totaled approximately $44.0 million. ChoiceOne had no federal funds purchased at the end of 2015 or 2014. The Bank also has a line of credit secured by ChoiceOne’s commercial loans with the Federal Reserve Bank of Chicago for $69.8 million, which is designated for nonrecurring short-term liquidity needs. Longer-term liquidity needs may be met through local deposit growth, maturities of securities, normal loan repayments, advances from the FHLB, brokered certificates of deposit, and income retention. Approximately $61.2 million of borrowing capacity was available from the FHLB based on agricultural real estate loans and residential real estate loans pledged as collateral at year-end 2015. The acceptance of brokered certificates of deposit is not limited as long as the Bank is categorized as “well capitalized” under regulatory guidelines.

 

Critical Accounting Policies And Estimates

 

Management’s discussion and analysis of financial condition and results of operations as well as disclosures found elsewhere in this report are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the market value of securities, the amount of the allowance for loan losses, loan servicing rights, carrying value of goodwill, and income taxes. Actual results could differ from those estimates.

 

Securities

Securities available for sale may be sold prior to maturity due to changes in interest rates, prepayment risks, yield, availability of alternative investments, liquidity needs, credit rating changes, or other factors. Securities classified as available for sale are reported at their fair value. Declines in the fair value of securities below their cost that are considered to be “other than temporary” are recorded as losses in the income statement. In estimating whether a fair value decline is considered to be “other than temporary,” management considers the length of time and extent that the security’s fair value has been less than its carrying value, the financial condition and near-term prospects of the issuer, and the Bank’s ability and intent to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

 

 

Market values for securities available for sale are obtained from outside sources and applied to individual securities within the portfolio. The difference between the amortized cost and the fair value of securities is recorded as a valuation adjustment and reported net of tax effect in other comprehensive income.

 

Allowance for Loan Losses

The allowance for loan losses is maintained at a level believed adequate by management to absorb probable incurred losses inherent in the consolidated loan portfolio. Management’s evaluation of the adequacy of the allowance for loan losses is an estimate based on reviews of individual loans, assessments of the impact of current economic conditions on the portfolio and historical loss experience of seasoned loan portfolios.

 

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

 

Loan Servicing Rights

Loan servicing rights represent the estimated value of servicing loans that are sold with servicing retained by ChoiceOne. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Management’s accounting treatment of loan servicing rights is estimated based on current prepayment speeds that are typically market driven.

 

Management believes the accounting estimate related to loan servicing rights is a “critical accounting estimate” because (1) the estimate is highly susceptible to change from period to period because of significant changes within long-term interest rates affecting the prepayment speeds for current loans being serviced and (2) the impact of recognizing an impairment loss could have a material effect on ChoiceOne’s net income. Management has obtained a third-party valuation of its loan servicing rights to corroborate its current carrying value at the end of each reporting period.

 

Goodwill

Generally accepted accounting principles require that the fair values of the assets and liabilities of an acquired entity be recorded at their fair value on the date of acquisition. The fair values are determined using both internal computations and information obtained from outside parties when deemed necessary. The net difference between the price paid for the acquired company and the net value of its balance sheet is recorded as goodwill. Accounting principles also require that goodwill be evaluated for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under recently issued accounting pronouncements, ChoiceOne is permitted to first perform a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of equity is less than its carrying value. If the conclusion is that it is more likely than not that the fair value of equity is more than its carrying value, no further testing in the form of a quantitative assessment is necessary. If the conclusion is that it is more likely than not that the fair value of equity is less than its carrying value, then a two-step quantitative assessment test is performed to identify any potential goodwill impairment.

 

Management performed a qualitative assessment of goodwill as of June 30, 2014 and 2015 and December 31, 2014 and 2015. The analysis was performed including evaluation of the share price, book value, and financial results of ChoiceOne as compared to the previous year. Additionally, industry and market conditions were evaluated and compared. Average deal prices in the Midwest of closed transactions have indicated increases in deal values to tangible common equity, deal values to earnings, and core deposit premiums when compared to the observed prices used in the last quantitative assessment of goodwill in 2012. Further, macro-economic trends have been on a positive trajectory recently and there have been no adverse legal, regulatory, contractual, political or other factors that have materially impacted ChoiceOne. Upon completion of the qualitative assessment, ChoiceOne believes that it is more likely than not that the fair value of ChoiceOne’s equity exceeds the carrying value at the assessment date and there is no further quantitative assessment necessary.

 

Taxes

Income taxes include both a current and deferred portion. Deferred tax assets and liabilities are recorded to account for differences in the timing of the recognition of revenues and expenses for financial reporting and tax purposes. Generally accepted accounting principles require that deferred tax assets be reviewed to determine whether a valuation allowance should be established using a “more likely than not” standard. Based on its review of ChoiceOne’s deferred tax assets as of December 31, 2015, management determined that no valuation allowance was necessary.

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

Interest rate risk is related to liquidity because each is affected by maturing assets and sources of funds. ChoiceOne’s Asset/Liability Management Committee (the “ALCO”) attempts to stabilize the interest rate spread and avoid possible adverse effects when unusual or rapid changes in interest rates occur. The ALCO uses a simulation model to measure the Bank’s interest rate risk. The model incorporates changes in interest rates on rate-sensitive assets and liabilities. The degree of rate sensitivity is affected by prepayment assumptions that exist in the assets and liabilities. One method the ALCO uses of measuring interest rate sensitivity is the ratio of rate-sensitive assets to rate-sensitive liabilities. An asset or liability is considered to be rate-sensitive if it matures or otherwise reprices within a given time frame.

 

 

Table 5 documents the maturity or repricing schedule for ChoiceOne’s rate-sensitive assets and liabilities for selected time periods:

 

Table 5 – Maturities and Repricing Schedule

 

		As of December 31, 2015
(Dollars in thousands)			0 - 3 Months				3 - 12 Months				1 - 5 Years				Over 5 Years				Total
Assets
Securities available for sale		$	15,103			$	19,371			$	89,792			$	35,871			$	160,136
Federal Home Loan Bank stock			1,614				—				—				—				1,614
Federal Reserve Bank stock			—				—				—				1,573				1,573
Loans held for sale			4,957				—				—				—				4,957
Loans			138,074				57,910				140,902				12,418				349,304
Cash surrender value of life insurance policies			—				—				—				12,261				12,261
Rate-sensitive assets		$	159,748			$	77,281			$	230,694			$	62,123			$	529,845
Liabilities
Interest-bearing demand deposits		$	106,882			$	—			$	—			$	—			$	106,882
Money market deposits			86,987				—				—				—				86,987
Savings deposits			70,946				—				—				—				70,946
Certificates of deposits			19,294				37,684				29,714				252				86,944
Repurchase agreements			9,460				—				—				—				9,460
Advances from FHLB			11,007				24				140				161				11,332
Rate-sensitive liabilities		$	304,576			$	37,708			$	29,854			$	413			$	372,551
Rate-sensitive assets less rate-sensitive liabilities:
Asset (liability) gap for the period		$	(144,828	)		$	39,574			$	200,840			$	61,709			$	157,294
Cumulative asset (liability) gap		$	(144,828	)		$	(105,255	)		$	95,585			$	157,294

 

Under this method, the ALCO measures interest rate sensitivity by focusing on the one-year repricing gap. ChoiceOne’s ratio of rate-sensitive assets to rate-sensitive liabilities that matured or repriced within a one-year time frame was 69% at December 31, 2015, compared to 69% at December 31, 2014. Table 5 above shows the entire balance of interest-bearing demand deposits, savings deposits, money market deposits, and overnight repurchase agreements in the shortest repricing term. Although these categories have the ability to reprice immediately, management has some control over the actual timing or extent of the changes in interest rates on these liabilities. The ALCO plans to continue to monitor the ratio of rate-sensitive assets to rate-sensitive liabilities on a quarterly basis in 2016. As interest rates change during 2016, the ALCO will attempt to match its maturing assets with corresponding liabilities to maximize ChoiceOne’s net interest income.

 

Another method the ALCO uses to monitor its interest rate sensitivity is to subject rate-sensitive assets and liabilities to interest rate shocks. At December 31, 2015, management used a simulation model to subject its assets and liabilities up to an immediate 400 basis point increase. The maturities of loans and mortgage-backed securities were affected by certain prepayment assumptions. Maturities for interest-bearing core deposits were based on an estimate of the period over which they would be outstanding. The maturities of advances from the FHLB were based on their contractual maturity dates. In the case of variable rate assets and liabilities, repricing dates were used to determine their values. The simulation model measures the effect of immediate interest rate changes on both net interest income and shareholders’ equity.

 

 

 

Table 6 provides an illustration of hypothetical interest rate changes as of December 31, 2015 and 2014:

 

Table 6 – Sensitivity to Changes in Interest Rates

  

		2015
(Dollars in thousands)			Net Interest Income				Percent Change				Market Value of Equity				Percent Change
Change in Interest Rate
400 basis point rise		$	18,284				-14	%		$	88,045				-18	%
300 basis point rise			18,571				-13	%			93,100				-13	%
200 basis point rise			18,802				-10	%			98,626				-8	%
100 basis point rise			19,015				-5	%			103,565				-4	%
Base rate scenario			19,380				-	%			107,525				-	%
100 basis point decline			18,444				-2	%			99,371				-8	%
200 basis point decline			17,503				-3	%			86,702				-19	%
300 basis point decline			16,956				-4	%			85,624				-20	%
400 basis point decline			16,739				-6	%			85,252				-21	%

		2014
			Net Interest Income				Percent Change				Market Value of Equity				Percent Change
Change in Interest Rate
400 basis point rise		$	17,153				-8	%		$	76,569				-25	%
300 basis point rise			17,243				-7	%			77,095				-24	%
200 basis point rise			17,633				-5	%			79,356				-22	%
100 basis point rise			18,171				-2	%			92,528				-9	%
Base rate scenario			18,627				-	%			101,715				-	%
100 basis point decline			18,046				-3	%			100,205				-1	%
200 basis point decline			17,670				-5	%			96,397				-5	%
300 basis point decline			17,278				-7	%			91,371				-10	%
400 basis point decline			16,862				-9	%			86,582				-15	%

 

As of both December 31, 2015 and December 31, 2014, the Bank was within its guidelines for immediate rate shocks up and down for both net interest income and the market value of shareholders’ equity. The ALCO plans to continue to monitor the effect of changes in interest rates on both net interest income and shareholders’ equity and will make changes in the duration of its rate-sensitive assets and rate-sensitive liabilities where necessary.

 

  

Item 8.

Financial Statements and Supplementary Data

 

  

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors
of ChoiceOne Financial Services, Inc.

 

We have audited the accompanying consolidated balance sheet of ChoiceOne Financial Services, Inc. (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each year in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ChoiceOne Financial Services, Inc. as of December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each year in the three-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

  

	Plante & Moran, PLLC
Grand Rapids, Michigan
March 21, 2016

 

 

 

ChoiceOne Financial Services, Inc.

Consolidated balance sheets

(Dollars in thousands)		December 31,
		2015				2014
Assets
Cash and due from banks		$	11,187			$	16,650
Securities available for sale (Note 2)			160,136				142,521
Federal Home Loan Bank stock			1,614				1,913
Federal Reserve Bank stock			1,573				1,272
Loans held for sale			4,957				2,170
Loans (Note 3)			349,304				346,113
Allowance for loan losses (Note 3)			(4,194	)			(4,173	)
Loans, net			345,110				341,940
Premises and equipment, net (Note 5)			11,847				11,795
Other real estate owned, net (Note 7)			31				150
Cash value of life insurance policies			12,261				12,071
Intangible assets, net (Note 6)			379				827
Goodwill (Note 6)			13,728				13,728
Other assets			4,923				4,603
Total assets		$	567,746			$	549,640
Liabilities
Deposits – noninterest-bearing (Note 8)		$	122,937			$	113,006
Deposits – interest-bearing (Note 8)			351,759				321,822
Total deposits			474,696				434,828
Repurchase agreements (Note 9)			9,460				26,743
Advances from Federal Home Loan Bank (Note 10)			11,332				18,363
Other liabilities (Notes 11 and 13)			2,416				3,516
Total liabilities			497,904				483,450
Shareholders’ Equity (Note 20)
Preferred stock; shares authorized: 100,000; shares outstanding: none			—				—
Common stock and paid-in capital, no par value; shares authorized: 7,000,000; shares outstanding: 3,295,228 in 2015 and 3,295,834 in 2014 (Note 14)			46,501				46,552
Retained earnings			22,138				18,565
Accumulated other comprehensive income, net			1,203				1,073
Total shareholders’ equity			69,842				66,190
Total liabilities and shareholders’ equity		$	567,746			$	549,640

 

See accompanying notes to consolidated financial statements.

 

 

ChoiceOne Financial Services, Inc.

Consolidated statements of income

 

(Dollars in thousands, except per share data)		Years ended December 31,
		2015				2014				2013
Interest income
Loans, including fees		$	15,971			$	15,765			$	15,801
Securities:
Taxable			1,939				1,847				1,812
Tax exempt			1,428				1,393				1,390
Other			14				9				12
Total interest income			19,352				19,014				19,015
Interest expense
Deposits			877				1,042				1,328
Advances from Federal Home Loan Bank			83				63				45
Other			30				46				46
Total interest expense			990				1,151				1,419
Net interest income			18,362				17,863				17,596
Provision for loan losses (Note 3)			100				100				300
Net interest income after provision for loan losses			18,262				17,763				17,296
Noninterest income
Customer service charges			4,083				3,951				3,677
Insurance and investment commissions			1,060				906				826
Gains on sales of loans (Note 4)			1,416				1,023				1,566
Net gains on sales of securities (Note 2)			261				311				137
Net losses on sales and write-downs of other assets (Note 7)			(121	)			(135	)			(822	)
Earnings on life insurance policies			651				302				299
Other			352				444				562
Total noninterest income			7,702				6,802				6,245
Noninterest expense
Salaries and benefits (Notes 13 and 14)			9,273				8,456				8,240
Occupancy and equipment (Note 5)			2,396				2,389				2,341
Data processing			2,320				1,857				1,675
Professional fees			971				889				887
Supplies and postage			413				440				493
Advertising and promotional			253				275				239
Intangible amortization (Note 6)			448				448				448
Loan and collection expense			104				122				377
FDIC insurance			288				337				330
Other			1,810				1,581				1,634
Total noninterest expense			18,276				16,794				16,664
Income before income tax			7,688				7,771				6,877
Income tax expense (Note 11)			1,945				2,076				1,783
Net income		$	5,743			$	5,695			$	5,094
Basic earnings per share (Note 15)		$	1.75			$	1.73			$	1.55
Diluted earnings per share (Note 15)		$	1.74			$	1.72			$	1.54
Dividends declared per share		$	0.66			$	0.59			$	0.54

 

See accompanying notes to consolidated financial statements.

 

 

ChoiceOne Financial Services, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)		Years ended December 31,
		2015				2014				2013
Net income		$	5,743			$	5,695			$	5,094
Other comprehensive income:
Changes in net unrealized gains (losses) on investment securities available for sale, net of tax expense (benefit) of $168, $588, and $(1,096) for the years ended December 31, 2015, 2014, and 2013 respectively			324				1,141				(2,130	)
Reclassification adjustment for realized gain on sale of investment securities available for sale included in net income, net of tax benefit of $89, $106, and $47 for the years ended December 31, 2015, 2014, and 2013 respectively			(172	)			(205	)			(90	)
Change in adjustment for pension and other postretirement benefits, net of tax benefit (expense) of $11, $5, and $(7) for the years ended December 31, 2015, 2014, and 2013 respectively			(22	)			(11	)			12
Other comprehensive income/(loss), net of tax			130				925				(2,208	)
Comprehensive income		$	5,873			$	6,620			$	2,886

See accompanying notes to consolidated financial statements.

 

 

ChoiceOne Financial Services, Inc.

Consolidated statements of changes in shareholders’ equity

 

														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, December 31, 2012			3,298,081			$	46,649			$	11,501			$	2,356			$	60,506
Net income											5,094								5,094
Other comprehensive loss															(2,208	)			(2,208	)
Shares issued			8,850				130												130
Shares repurchased			(11,468	)			(192	)											(192	)
Change in ESOP repurchase obligation							(14	)											(14	)
Effect of employee stock purchases							11												11
Restricted stock units issued							11												11
Cash dividends declared ($0.54 per share)											(1,780	)							(1,780	)
Balance, December 31, 2013			3,295,463			$	46,595			$	14,815			$	148			$	61,558
Net income											5,695								5,695
Other comprehensive income															925				925
Shares issued			8,925				132												132
Shares repurchased			(9,496	)			(203	)											(203	)
Change in ESOP repurchase obligation							(32	)											(32	)
Effect of employee stock purchases							12												12
Restricted stock units issued			942				48												48
Cash dividends declared ($0.59 per share)											(1,945	)							(1,945	)
Balance, December 31, 2014			3,295,834			$	46,552			$	18,565			$	1,073			$	66,190
Net income											5,743								5,743
Other comprehensive income															130				130
Shares issued			13,310				206												206
Shares repurchased			(16,200	)			(371	)											(371	)
Change in ESOP repurchase obligation							(4	)											(4	)
Effect of employee stock purchases							15												15
Restricted stock units issued			2,284				103												103
Cash dividends declared ($0.66 per share)											(2,170	)							(2,170	)
Balance, December 31, 2015			3,295,228			$	46,501			$	22,138			$	1,203			$	69,842

 

See accompanying notes to consolidated financial statements.

 

 

ChoiceOne Financial Services, Inc.

Consolidated statements of cash flows

 

(Dollars in thousands)		Years ended December 31,
		2015				2014				2013
Cash flows from operating activities:
Net income		$	5,743			$	5,695			$	5,094
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses			100				100				300
Depreciation			986				986				927
Amortization			1,497				1,493				1,636
Compensation expense on employee stock purchases and restricted stock units			118				60				22
Net gains on sales of securities			(261	)			(311	)			(137	)
Gains on sales of loans			(1,416	)			(1,023	)			(1,566	)
Loans originated for sale			(47,498	)			(29,850	)			(42,906	)
Proceeds from loan sales			46,077				29,561				45,204
Earnings on bank-owned life insurance			(347	)			(302	)			(299	)
Earnings from death benefit			(304	)			—				—
Proceeds on bank-owned life insurance			461				—				—
(Gains)/losses on sales of other real estate owned			30				(24	)			(122	)
Write-downs of other real estate owned			91				154				926
Proceeds from sales of other real estate owned			406				789				1,604
Deferred federal income tax (benefit)/expense			(631	)			(460	)			59
Net change in:
Other assets			(503	)			(380	)			289
Other liabilities			(571	)			985				(667	)
Net cash from operating activities			3,978				7,473				10,364
Cash flows from investing activities:
Sales of securities available for sale			25,876				24,766				8,790
Maturities, prepayments and calls of securities available for sale			27,084				11,427				26,072
Purchases of securities available for sale			(70,902	)			(41,770	)			(40,687	)
Purchase of Federal Reserve Bank stock			(301	)			—				—
Calls of FHLB stock			299				565				—
Purchase of bank-owned life insurance policies			—				(1,500	)			—
Loan originations and payments, net			(3,678	)			(31,370	)			(6,812	)
Additions to premises and equipment			(1,038	)			(786	)			(801	)
Net cash from investing activities			(22,660	)			(38,668	)			(13,438	)
Cash flows from financing activities:
Net change in deposits			39,868				16,701				(6,072	)
Net change in repurchase agreements			(17,283	)			710				6,461
Proceeds from Federal Home Loan Bank advances			194,575				87,700				7,000
Payments on Federal Home Loan Bank advances			(201,606	)			(75,729	)			(1,028	)
Issuance of common stock			206				132				130
Repurchase of common stock			(371	)			(203	)			(192	)
Cash dividends			(2,170	)			(1,945	)			(1,780	)
Net cash from financing activities			13,219				27,366				4,519
Net change in cash and cash equivalents			(5,463	)			(3,829	)			1,445
Beginning cash and cash equivalents			16,650				20,479				19,034
Ending cash and cash equivalents		$	11,187			$	16,650			$	20,479
Supplemental disclosures of cash flow information:
Cash paid for interest		$	1,005			$	1,161			$	1,456
Cash paid for income taxes			2,395				1,760				2,000
Loans transferred to other real estate owned			408				561				897

 

See accompanying notes to consolidated financial statements.

 

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Note 1 – Summary of Significant Accounting Policies

  

Principles of Consolidation

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

 

Nature of Operations

The Bank is a full-service community bank that offers commercial, consumer, and real estate loans as well as traditional demand, savings and time deposits to both commercial and consumer clients in Kent, Muskegon, Newaygo, and Ottawa counties in Michigan. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and real estate. Commercial loans are expected to be repaid from the cash flows from operations of businesses. Real estate loans are collateralized by either residential or commercial real estate.

 

The Insurance Agency is a wholly-owned subsidiary of the Bank. The Insurance Agency sells insurance policies such as life and health for both commercial and consumer clients. The Insurance Agency also offers alternative investment products such as annuities and mutual funds through a registered broker.

 

Together, the Bank and the Insurance Agency account for substantially all of ChoiceOne’s assets, revenues and operating income.

 

Use of Estimates

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, 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. Actual results may differ from these estimates. Estimates associated with securities available for sale, the allowance for loan losses, other real estate owned, core deposit intangible assets, loan servicing rights, goodwill, and fair values of certain financial instruments are particularly susceptible to change.

 

Cash and Cash Equivalents

Cash and cash equivalents are defined to include cash on hand, demand deposits with other banks, and federal funds sold. Cash flows are reported on a net basis for customer loan and deposit transactions, deposits with other financial institutions, and short-term borrowings with original terms of 90 days or less.

 

Securities

Securities are classified as available for sale because they might be sold before maturity. Securities classified as available for sale are carried at fair value, with unrealized holding gains and losses reported separately in the accumulated other comprehensive income or loss section of shareholders’ equity, net of tax effect. Restricted investments in Federal Reserve Bank stock and Federal Home Loan Bank stock are carried at cost. Equity securities consist of investments in preferred stock, trust-preferred securities, and investments in common stock of other financial institutions.

 

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized using the level-yield method without anticipating prepayments. Gains or losses on sales are recorded on the trade date based on the amortized cost of the security sold.

 

Management evaluates securities for other-than-temporary impairment (“OTTI”) on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The evaluation of securities includes consideration given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, whether the market decline was affected by macroeconomic conditions and whether ChoiceOne has the intent to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. In analyzing an issuer’s financial condition, management may consider whether the securities are issued by the federal government or its agencies, or U.S. Government sponsored enterprises, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether ChoiceOne intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. If ChoiceOne intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment. If a security is determined to be other-than-temporarily impaired, but ChoiceOne does not intend to sell the security, only the credit portion of the estimated loss is recognized in earnings, with the other portion of the loss recognized in other comprehensive income.

 

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Loans held for sale are reported at the lower of cost or market, on an aggregate basis.

 

Interest income on loans is reported on the interest method and includes amortization of net deferred loan fees and costs over the estimated loan term. Interest on loans is accrued based upon the principal balance outstanding. The accrual of interest is discontinued at the time at which commercial loans are 90 days past due unless the loan is secured by sufficient collateral and is in the process of collection. Interest on consumer or real estate secured loans is discontinued at the time at which the loan is 120 days past due unless the credit is secured by sufficient collateral and is in the process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed into nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. Interest accrued but not received is reversed against interest income when the loans are placed into nonaccrual status. Interest received on such loans is applied to principal until qualifying for return to accrual. Loans are returned to accrual basis when all the principal and interest amounts contractually due are brought current and future payment is reasonably assured.

 

Allowance for Loan Losses

The allowance for loan losses is a valuation 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 charged off loans. Management estimates the allowance for loan losses balance required based on past loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance 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 a loan balance is not possible.

 

The allowance for loan losses consists of general and specific components. The general component covers non-classified loans and is based on historical 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.

 

A loan is impaired when full payment under the loan terms is not expected. Commercial loans are evaluated for impairment on an individual loan basis. If a loan is considered impaired, 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.

 

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Land is carried at cost. Land improvements are depreciated using the straight-line method with useful lives ranging from 7 to 15 years. Building and related components are depreciated using the straight-line method with useful lives ranging from 5 to 39 years. Leasehold improvements are depreciated over the shorter of the estimated life or the lease term. Furniture and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 7 years. Fixed assets are periodically reviewed for impairment. If impaired, the assets are recorded at fair value.

 

Other Real Estate Owned

Real estate properties acquired in the collection of a loan are initially recorded at the lower of the Bank’s basis in the loans or fair value at acquisition establishing a new cost basis. Any reduction to fair value from the carrying value of the related loan is accounted for as a loan loss. After acquisition, a valuation allowance reduces the reported amount to the lower of the initial amount or fair value less costs to sell. Expenses to repair or maintain properties are included within other noninterest expenses. Gains and losses upon disposition and changes in the valuation allowance are reported net within noninterest income.

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Loan Servicing Rights

Loan servicing rights represent the allocated value of servicing rights on loans sold with servicing retained. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics when available or based upon discounted cash flows using market-based assumptions. Any impairment of a grouping is reported as a valuation allowance.

 

Goodwill

Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of the acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.

 

Loan Commitments and Related Financial Instruments

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet financing needs of customers. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

 

Employee Benefit Plans

ChoiceOne’s 401(k) plan allows participants to make contributions to their individual accounts under the plan in amounts up to the IRS maximum. Employer matching contributions from ChoiceOne to its 401(k) plan are discretionary. ChoiceOne also allows retired employees to participate in its health insurance plan. Employees who have attained age 55 and completed at least ten years of service to ChoiceOne are eligible to participate as a retiree until they are eligible for Medicare. These post-retirement benefits are accrued during the years in which the employee provides service.

 

Employee Stock Ownership Plan

Dividends on Employee Stock Ownership Plan (the “ESOP”) shares are recorded as a reduction of retained earnings. Upon distribution of shares to a participant, the participant has the right to require the Company to purchase his or her shares at fair value in accordance with the terms and conditions of the ESOP. As such, these shares are not classified in shareholders’ equity as permanent equity.

 

Income Taxes

Income tax expense is the sum of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

 

Earnings Per Share

Basic earnings per common share (“EPS”) is based on weighted-average common shares outstanding. The weighted-average number of shares used in the computation of basic and diluted EPS includes shares allocated to the ESOP. Diluted EPS further assumes issue of any dilutive potential common shares issuable under stock options or restricted stock units granted.

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income or loss. Other comprehensive income or loss includes unrealized gains 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.

 

Accumulated other comprehensive income was as follows:

 

(Dollars in thousands)		Years ended December 31,
		2015			2014
Unrealized gains on available for sale securities			1,632			1,401
Unrecognized gains on post-retirement benefits			191			225
Tax effect			(620	)		(553	)
Accumulated other comprehensive income		$	1,203		$	1,073

  

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe that there are any such matters that may have a material effect on the financial statements as of December 31, 2015.

 

Cash Restrictions

Cash on hand or on deposit with the Federal Reserve Bank of $1.1 million and $409,000 was required to meet regulatory reserve and clearing requirements at December 31, 2015 and 2014, respectively. The balance in excess of the amount required was interest-bearing as of December 31, 2015 and December 31, 2014.

 

Stock-Based Compensation

The Company values share-based stock option awards granted using the Black-Scholes option-pricing model. The Company recognizes compensation expense for its awards on a straight-line basis over the requisite service period for the entire award (straight-line attribution method), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date fair value of the award that is vested at that time. Compensation costs related to stock options granted are disclosed in Note 14.

 

ChoiceOne has granted restricted stock units to a select group of employees under the Stock Incentive Plan of 2012. Restricted stock units vest in three annual installments on each of the next three anniversaries of the grant date. Certain additional vesting provisions apply. Each unit, once vested, is settled by delivery of one share of ChoiceOne common stock.

 

Dividend Restrictions

Banking regulations require the maintenance of certain capital levels and may limit the amount of dividends that may be paid by the Bank to ChoiceOne (see Note 20).

 

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, which are more fully documented in Note 18 to the consolidated financial statements. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

 

Operating Segments

While ChoiceOne’s management monitors the revenue streams of various products and services for the Bank and Insurance Agency, operations and financial performance are evaluated on a company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated into one reportable operating segment.

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Recent Accounting Pronouncements

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 principle of recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled 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 currently assessing the impact to the Corporation’s consolidated financial statements.

 

The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU covers various changes to the accounting, measurement, and disclosure related to certain financial instruments. The most significant change included in the update is the requirement for certain equity investments (excluding investments that are consolidated or accounted for under the equity method) to be measured at fair value with changes in fair value recognized in net income. Alternatively, equity investments without readily determinable fair values can be recorded at cost, and periodically evaluated for impairment using a qualitative assessment. If the qualitative assessment indicates the investment is impaired, it is required to be measured at fair value. The update also eliminates the requirement for public business entities to disclose the methods and assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The new standard is effective for the year ending December 31, 2018 for the Corporation. Management is currently assessing the impact to the Corporation’s consolidated financial statements.

 

Reclassifications
Certain amounts presented in prior year consolidated financial statements have been reclassified to conform to the current year’s presentation.

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Note 2 – Securities

 

The fair value of securities available for sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) at December 31 were as follows:

 

		2015
(Dollars in thousands)		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
U.S. Government and federal agency		$	57,406		$	30		$	(229	)	$	57,207
U.S. Treasury notes and bonds			6,133			—			(33	)		6,100
State and municipal			76,005			1,858			(109	)		77,754
Mortgage-backed			6,989			26			(45	)		6,970
Corporate			8,418			8			(39	)		8,387
Foreign debt			1,000			—			(5	)		995
Equity securities			2,279			174			—			2,453
Asset-backed securities			274			—			(4	)		270
Total		$	158,504		$	2,096		$	(464	)	$	160,136

 

		2014
(Dollars in thousands)		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
U.S. Government and federal agency		$	44,584		$	77		$	(158	)	$	44,503
U.S. Treasury notes and bonds			8,077			11			(30	)		8,058
State and municipal			68,376			1,697			(238	)		69,835
Mortgage-backed			8,896			68			(22	)		8,942
Corporate			7,529			25			(16	)		7,538
Foreign debt			1,000			—			(6	)		994
Equity securities			2,280			—			(5	)		2,275
Asset-backed securities			378			—			(2	)		376
Total		$	141,120		$	1,878		$	(477	)	$	142,521

 

Information regarding sales of securities available for sale for the year ended December 31 follows:

 

(Dollars in thousands)
		2015			2014			2013
Proceeds from sales of securities		$	25,876		$	24,766		$	8,790
Gross realized gains			261			341			197
Gross realized losses			—			30			60

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Contractual maturities of securities available for sale at December 31, 2015 were as follows:

 

(Dollars in thousands)			Fair Value
Due within one year		$	24,173
Due after one year through five years			94,705
Due after five years through ten years			35,831
Due after ten years			2,974
Total debt securities			157,683
Equity securities			2,453
Total		$	160,136

 

Various securities were pledged as collateral for securities sold under agreements to repurchase, advances from the Federal Home Loan Bank, and participation in a program that provided Community Reinvestment Act credits. The carrying amount of securities pledged as collateral at December 31 was as follows:

 

(Dollars in thousands)
			2015				2014
Securities pledged for securities sold under agreements to repurchase		$	7,011			$	34,369
Securities pledged for advances from the Federal Home Loan Bank			24,199				—
Security pledged for Community Reinvestment Act credits			276				279
Total		$	31,486			$	34,648

 

The fair value of securities pledged to secure repurchase agreements may decline, and the Company may be required to provide additional collateral. The Company manages this risk by pledging securities with fair values in excess of the repurchase liability.

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Securities with unrealized losses at year-end 2015 and 2014, aggregated by investment category and length of time the individual securities have been in an unrealized loss position, were as follows:

		2015
		Less than 12 months								More than 12 months								Total
(Dollars in thousands)		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
U.S. Government and federal agency		$	38,567			$	(216	)		$	986			$	(13	)		$	39,553			$	(229	)
U.S. Treasury notes and bonds			6,101				(33	)			—				—				6,101				(33	)
State and municipal			10,382				(69	)			2,906				(40	)			13,288				(109	)
Mortgage-backed			4,459				(41	)			382				(4	)			4,841				(45	)
Corporate			4,284				(33	)			896				(6	)			5,180				(39	)
Foreign debt			995				(5	)			—				—				995				(5	)
Asset-backed securities			—				—				270				(4	)			270				(4	)
Total temporarily impaired		$	64,788			$	(397	)		$	5,440			$	(67	)		$	70,228			$	(464	)

		2014
		Less than 12 months								More than 12 months								Total
(Dollars in thousands)		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
U.S. Government and federal agency		$	11,323			$	(26	)		$	13,005			$	(132	)		$	24,328			$	(158	)
U.S. Treasury notes and bonds			—				—				2,089				(30	)			2,089				(30	)
State and municipal			8,463				(59	)			8,977				(179	)			17,440				(238	)
Mortgage-backed			989				(4	)			1,535				(18	)			2,524				(22	)
Corporate			2,054				(7	)			1,393				(9	)			3,447				(16	)
Foreign debt			—				—				994				(6	)			994				(6	)
Equity securities			1,000				(5	)			—				—				1,000				(5	)
Asset-backed securities			—				—				376				(2	)			376				(2	)
Total temporarily impaired		$	23,829			$	(101	)		$	28,369			$	(376	)		$	52,198			$	(477	)

 

ChoiceOne evaluates all securities on a quarterly basis to determine whether unrealized losses are temporary or other than temporary. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of ChoiceOne to retain its investment in the issue for a period of time sufficient to allow for any anticipated recovery in fair value of amortized cost basis. Management believed that unrealized losses as of December 31, 2015 were temporary in nature and were caused primarily by changes in interest rates, increased credit spreads, and reduced market liquidity and were not caused by the credit status of the issuer. No other than temporary impairments were recorded in 2015 or 2014.

 

At December 31, 2015, there were 82 securities with an unrealized loss, compared to 42 securities with an unrealized loss as of December 31, 2014. The increase in the number of securities in an unrealized loss position was caused by higher interest rates at the end of 2015 compared to the end of 2014.

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Note 3 – Loans and Allowance for Loan Losses

 

The Bank’s loan portfolio as of December 31 was as follows:

 

(Dollars in thousands)
			2015				2014
Agricultural		$	40,232			$	41,098
Commercial and industrial			94,347				88,062
Consumer			20,090				20,752
Real estate - commercial			97,736				99,807
Real estate - construction			5,390				2,691
Real estate - residential			91,509				93,703
Loans, gross			349,304				346,113
Allowance for loan losses			(4,194	)			(4,173	)
Loans, net		$	345,110			$	341,940

 

ChoiceOne manages its credit risk through the use of its loan policy and its loan approval process and by monitoring of loan credit performance. The loan approval process for commercial loans involves individual and group approval authorities. Individual authority levels are based on the experience of the lender. Group authority approval levels can consist of an internal loan committee that includes the Bank’s President or Senior Lender and other loan officers for loans that exceed individual approval levels, or a loan committee of the Board of Directors for larger commercial loans. Most consumer loans are approved by individual loan officers based on standardized underwriting criteria, with larger consumer loans subject to approval by the internal loan committee.

 

Ongoing credit review of commercial loans is the responsibility of the loan officers. ChoiceOne’s internal credit committee meets at least monthly and reviews loans with payment issues and loans with a risk rating of 5, 6, or 7. Risk ratings of commercial loans are reviewed periodically and adjusted if needed. ChoiceOne’s consumer loan portfolio is primarily monitored on an exception basis. Loans where payments are past due are turned over to the Bank’s collection department, which works with the borrower to bring payments current or take other actions when necessary. In addition to internal reviews of credit performance, ChoiceOne contracts with a third party for independent loan review that monitors the loan approval process and the credit quality of the loan portfolio.

 

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

(Dollars in thousands)		Agricultural				Commercial and Industrial				Consumer				Commercial Real Estate				Construction Real Estate				Residential Real Estate				Unallocated				Total
2015
Allowance for Loan Losses
Beginning balance		$	186			$	527			$	184			$	1,641			$	9			$	1,193			$	433			$	4,173
Charge-offs			—				(30	)			(291	)			—				—				(140	)			—				(461	)
Recoveries			1				64				121				47				—				149				—				382
Provision			233				25				283				(658	)			37				186				(6	)			100
Ending balance		$	420			$	586			$	297			$	1,030			$	46			$	1,388			$	427			$	4,194
Individually evaluated for impairment		$	3			$	15			$	1			$	191			$	—			$	296			$	—			$	506
Collectively evaluated for impairment		$	417			$	571			$	296			$	839			$	46			$	1,092			$	427			$	3,687
Loans
Individually evaluated for impairment		$	50			$	192			$	24			$	2,790			$	—			$	2,529							$	5,585
Collectively evaluated for impairment			40,182				94,155				20,066				94,946				5,390				88,980								343,719
Ending balance		$	40,232			$	94,347			$	20,090			$	97,736			$	5,390			$	91,509							$	349,304

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands)		Agricultural				Commercial and Industrial				Consumer				Commercial Real Estate				Construction Real Estate				Residential Real Estate				Unallocated				Total
2014
Allowance for Loan Losses
Beginning balance		$	178			$	562			$	192			$	1,842			$	12			$	1,626			$	323			$	4,735
Charge-offs			—				(1	)			(273	)			(665	)			—				(133	)			—				(1,072	)
Recoveries			20				119				179				48				—				44				—				410
Provision			(12	)			(153	)			86				416				(3	)			(344	)			110				100
Ending balance		$	186			$	527			$	184			$	1,641			$	9			$	1,193			$	433			$	4,173
Individually evaluated for impairment		$	—			$	—			$	4			$	745			$	—			$	365			$	—			$	1,114
Collectively evaluated for impairment		$	186			$	527			$	180			$	896			$	9			$	828			$	433			$	3,059
Loans
Individually evaluated for impairment		$	—			$	38			$	36			$	3,853			$	—			$	2,958							$	6,885
Collectively evaluated for impairment			41,098				88,024				20,716				95,954				2,691				90,745								339,228
Ending balance		$	41,098			$	88,062			$	20,752			$	99,807			$	2,691			$	93,703							$	346,113

 

The process to monitor the credit quality of ChoiceOne’s loan portfolio includes tracking (1) the risk ratings of business loans, (2) the level of classified business loans, and (3) delinquent and nonperforming consumer loans. Business loans are risk rated on a scale of 1 to 8. A description of the characteristics of the ratings follows:

 

Risk ratings 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: 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 watch credits. 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 with this rating, it is not anticipated.

 

Risk rating 5: These loans are considered special mention credits. Loans in this risk rating are considered to be inadequately protected by the net worth and debt service coverage of the borrower or of any pledged collateral. These loans have well defined weaknesses that may jeopardize the borrower’s ability to repay the loan. If the weaknesses are not corrected, loss of principal and interest could be probable.

 

Risk rating 6: These loans are considered substandard credits. These loans have well defined weaknesses, the severity of which makes collection of principal and interest in full questionable. Loans in this category may be placed on nonaccrual status.

 

Risk rating 7: These loans are considered doubtful credits. Some loss of principal and interest has been determined to be probable. The estimate of the amount of loss could be affected by factors such as the borrower’s ability to provide additional capital or collateral. Loans in this category are on nonaccrual status.

 

Risk rating 8: These loans are considered loss credits. They are considered uncollectible and will be charged off against the allowance for loan losses.

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Information regarding the Bank’s credit exposure as of December 31 was as follows:

 

Corporate Credit Exposure - Credit Risk Profile By Creditworthiness Category

(Dollars in thousands)		Agricultural						Commercial and Industrial						Commercial Real Estate
		2015			2014			2015			2014			2015			2014
Risk ratings 1 and 2		$	10,416		$	9,596		$	10,480		$	11,590		$	3,875		$	3,576
Risk rating 3			25,189			24,294			66,921			59,470			57,540			58,600
Risk rating 4			3,086			6,462			16,169			15,764			29,826			28,557
Risk rating 5			1,491			683			574			976			3,776			4,490
Risk rating 6			50			63			129			262			2,719			4,584
Risk rating 7			—			—			74			—			—			—
		$	40,232		$	41,098		$	94,347		$	88,062		$	97,736		$	99,807

 

Consumer Credit Exposure - Credit Risk Profile Based On Payment Activity

(Dollars in thousands)		Consumer						Construction Real Estate						Residential Real Estate
		2015			2014			2015			2014			2015			2014
Performing		$	20,090		$	20,752		$	5,390		$	2,691		$	90,796		$	92,974
Nonperforming			—			—			—			—			282			58
Nonaccrual			—			—			—			—			431			671
		$	20,090		$	20,752		$	5,390		$	2,691		$	91,509		$	93,703

  

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

The following schedule provides information on loans that were considered troubled debt restructurings (“TDRs”) that were modified during the twelve months ended December 31, 2015 and December 31, 2014:

 

		December 31, 2015													December 31, 2014
(Dollars in thousands)			Number of Loans				Pre- Modification Outstanding Recorded Investment				Post- Modification Outstanding Recorded Investment				Number of Loans				Pre- Modification Outstanding Recorded Investment				Post- Modification Outstanding Recorded Investment
Agricultural			—			$	—			$	—				—			$	—			$	—
Commercial and industrial			—				—				—				1				32				32
Consumer			—				—				—				—				—				—
Commercial real estate			4				439				439				5				1,596				1,596
Residential real estate			2				195				195				2				281				281
			6			$	634			$	634				8			$	1,909			$	1,909

  

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.

 

The following schedule provides information on TDRs as of December 31, 2015 and December 31, 2014 where the borrower was past due with respect to principal and/or interest for 30 days or more during the twelve months ended December 31, 2015 and December 31, 2014 that had been modified during the 12-month period prior to the default:

 

			With Payment Defaults During the Following Periods
			December 31, 2015							December 31, 2014
(Dollars in thousands)			Number of Loans				Recorded Investment				Number of Loans				Recorded Investment
Agricultural			—			$	—				—			$	—
Commercial and industrial			—				—				—				—
Consumer			—				—				—				—
Commercial real estate			3				400				6				1,592
Residential real estate			—				—				2				110
			3			$	400				8			$	1,702

 

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.

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Impaired loans by loan category as of December 31 were as follows: 

 

(Dollars in thousands)			Recorded Investment				Unpaid Principal Balance				Related Allowance				Average Recorded Investment				Interest Income Recognized
2015
With no related allowance recorded
Agricultural		$	—			$	—			$	—			$	—			$	—
Commercial and industrial			74				103				—				25				—
Consumer			—				—				—				2				—
Commercial real estate			1,540				1,540				—				1,061				11
Residential real estate			13				13				—				191				—
Subtotal			1,627				1,656				—				1,279				11
With an allowance recorded
Agricultural			50				50				3				62				(6	)
Commercial and industrial			118				118				15				44				1
Consumer			24				24				1				34				3
Commercial real estate			1,250				1,755				191				2,002				64
Residential real estate			2,516				2,516				296				2,425				86
Subtotal			3,958				4,463				506				4,567				148
Agricultural			50				50				3				62				(6	)
Commercial and industrial			192				221				15				69				1
Consumer			24				24				1				36				3
Commercial real estate			2,790				3,295				191				3,063				75
Residential real estate			2,529				2,529				296				2,616				86
Total		$	5,585			$	6,119			$	506			$	5,846			$	159

 

(Dollars in thousands)			Recorded Investment				Unpaid Principal Balance				Related Allowance				Average Recorded Investment				Interest Income Recognized
2014
With no related allowance recorded
Agricultural		$	—			$	—			$	—			$	90			$	—
Commercial and industrial			38				43				—				81				—
Consumer			8				8				—				3				—
Commercial real estate			413				419				—				352				6
Residential real estate			502				502				—				492				9
Subtotal			961				972				—				1,018				15
With an allowance recorded
Agricultural			—				—				—				130				—
Commercial and industrial			—				—				—				292				4
Consumer			28				28				4				31				3
Commercial real estate			3,440				4,498				745				3,932				81
Residential real estate			2,456				2,474				365				2,323				91
Subtotal			5,924				7,000				1,114				6,708				179
Agricultural			—				—				—				220				—
Commercial and industrial			38				43				—				373				4
Consumer			36				36				4				34				3
Commercial real estate			3,853				4,917				745				4,284				87
Residential real estate			2,958				2,976				365				2,815				100
Total		$	6,885			$	7,972			$	1,114			$	7,726			$	194

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

An aging analysis of loans by loan category as of December 31 follows:

 

(Dollars in thousands)			Loans Past Due 30 to 59 Days (1)				Loans Past Due 60 to 89 Days (1)				Loans  Past Due Greater Than 90 Days (1)				Total (1)				Loans Not Past Due				Total Loans				Loans 90 Days Past Due and Accruing
2015
Agricultural		$	3			$	—			$	—			$	3			$	40,229			$	40,232			$	—
Commercial and industrial			90				322				77				489				93,858				94,347				—
Consumer			115				—				—				115				19,975				20,090				—
Commercial real estate			505				297				1,233				2,035				95,701				97,736				—
Construction real estate			299				—				—				299				5,091				5,390				—
Residential real estate			1,012				364				200				1,576				89,933				91,509				29
		$	2,024			$	983			$	1,510			$	4,517			$	344,787			$	349,304			$	29

2014
Agricultural		$	—			$	—			$	—			$	—			$	41,098			$	41,098			$	—
Commercial and industrial			33				260				—				293				87,769				88,062				—
Consumer			66				10				—				76				20,676				20,752				—
Commercial real estate			172				51				699				922				98,885				99,807				—
Construction real estate			—				—				—				—				2,691				2,691				—
Residential real estate			1,376				404				363				2,143				91,560				93,703				58
		$	1,647			$	725			$	1,062			$	3,434			$	342,679			$	346,113			$	58

  

(1) Includes nonaccrual loans

 

Nonaccrual loans by loan category as of December 31 follow:

(Dollars in thousands)			2015				2014
Agricultural		$	50			$	—
Commercial and industrial			77				38
Consumer			—				—
Commercial real estate			1,640				2,652
Construction real estate			—				—
Residential real estate			431				671
		$	2,198			$	3,361

 

Note 4 – Mortgage Banking

 

Activity in secondary market loans during the year was as follows:  

(Dollars in thousands)			2015				2014				2013
Loans originated for resale, net of principal payments		$	47,498			$	29,850			$	42,906
Proceeds from loan sales			46,077				29,561				45,204
Net gains on sales of loans held for sale			1,416				1,023				1,566
Loan servicing fees, net of amortization			113				166				167

 

Loans serviced for others are not reported as assets in the accompanying consolidated balance sheets. The unpaid principal balances of these loans were $79.4 million and $91.4 million at December 31, 2015 and 2014, respectively. The Bank maintains custodial escrow balances in connection with these serviced loans; however, such escrows were immaterial at December 31, 2015 and 2014.

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Activity for loan servicing rights (included in other assets) was as follows: 

(Dollars in thousands)			2015				2014				2013
Balance, beginning of year		$	489			$	544			$	473
Capitalized			49				73				211
Amortization			(161	)			(128	)			(140	)
Balance, end of year		$	378			$	489			$	544

 

The fair value of loan servicing rights was $739,000 and $942,000 as of December 31, 2015 and 2014, respectively. Consequently, a valuation allowance was not necessary at year-end 2015 or 2014. The fair value of servicing rights at December 31, 2015 was determined using a discount rate of 6.37% and prepayment speeds ranging from 9% to 13%. The fair value of servicing rights at December 31, 2014 was determined using a discount rate of 6.20% and prepayment speeds ranging from 7% to 13%.

 

Note 5 – Premises and Equipment

 

As of December 31, premises and equipment consisted of the following: 

(Dollars in thousands)			2015				2014
Land and land improvements		$	4,529			$	4,337
Leasehold improvements			38				38
Buildings			12,076				11,859
Furniture and equipment			5,322				4,844
Total cost			21,965				21,078
Accumulated depreciation			(10,118	)			(9,283	)
Premises and equipment, net		$	11,847			$	11,795

 

Depreciation expense was $986,000, $986,000, and $927,000 for 2015, 2014 and 2013, respectively.

 

The Bank leases certain branch properties and automated-teller machine locations in its normal course of business. Rent expense totaled $53,000, $52,000, and $56,000 for 2015, 2014 and 2013, respectively. Rent commitments under non-cancelable operating leases were as follows, before considering renewal options that generally are present (dollars in thousands):

 

2016			$	55
2017				17
2018				17
2019				18
2020				18
Thereafter				91
Total			$	216

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Note 6 - Goodwill and Intangible Assets

 

Goodwill

There were no changes in the goodwill balance in 2015 or 2014. ChoiceOne evaluates goodwill annually for impairment. Recently issued 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. Management performed a qualitative assessment of goodwill as of June 30, 2014 and 2015 and December 31, 2014 and 2015. The analysis was performed including evaluation of the share price, book value, and financial results of ChoiceOne as compared to the previous year. Additionally, industry and market conditions were evaluated. Average deal prices during 2015 in the Midwest of closed transactions have indicated increases in deal values to tangible common equity, deal values to earnings, and core deposit premiums when compared to the observed prices used in the last quantitative assessment of goodwill in 2012. Further, macro-economic trends have been on a positive trajectory recently and there have been no adverse legal, regulatory, contractual, political or other factors that have materially impacted ChoiceOne. Upon completion of the qualitative assessment, ChoiceOne believes that it is more likely than not that the fair value of ChoiceOne’s equity exceeds the carrying value at the assessment date and there is no further quantitative assessment necessary for either 2015 or 2014.

 

Acquired Intangible Assets

Information for acquired intangible assets at December 31 follows:

 

		2015								2014
(Dollars in thousands)			Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Core deposit intangible		$	4,134			$	3,790			$	4,134			$	3,376
Other intangible assets			348				313				347				278
Totals		$	4,482			$	4,103			$	4,481			$	3,654

 

 

The core deposit intangible and other intangible assets are being amortized on a straight-line basis over ten years. Intangible assets are reviewed for impairment on a quarterly basis. No impairment was indicated as of December 31, 2015 or December 31, 2014. Aggregate amortization expense was $448,000 for each year 2015, 2014 and 2013. The estimated amortization expense for the next year ending December 31 is as follows:

 

(Dollars in thousands)				Core Deposit Intangible				Other Intangible Assets				Total
2016			$	345			$	35			$	379

  

Note 7 – Other Real Estate Owned

 

Other real estate owned represents residential and commercial properties primarily owned as a result of loan collection activities and is reported net of a valuation allowance. Activity within other real estate owned was as follows:

 

(Dollars in thousands)			2015				2014				2013
Balance, beginning of year		$	150			$	508			$	2,019
Transfers from loans			408				561				897
Proceeds from sales			(406	)			(789	)			(1,604	)
Gains/(losses) on sales			(30	)			24				122
Write-downs			(91	)			(154	)			(926	)
Balance, end of year		$	31			$	150			$	508

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Note 8 – Deposits

 

Deposit balances as of December 31 consisted of the following:

(Dollars in thousands)		2015			2014
Noninterest-bearing demand deposits		$	122,937		$	113,006
Interest-bearing demand deposits			106,882			71,651
Money market deposits			86,987			78,272
Savings deposits			70,946			67,035
Local certificates of deposit			86,944			104,864
Total deposits		$	474,696		$	434,828

 

Scheduled maturities of certificates of deposit at December 31, 2015 were as follows:

 

(Dollars in thousands)
2016		$	54,241
2017			16,104
2018			9,074
2019			3,368
2020			3,864
2021			293
Total		$	86,944

 

The Bank had certificates of deposit issued in denominations of $250,000 or greater totaling $21.4 million and $27.2 million at December 31, 2015 and 2014, respectively. The Bank had no brokered certificates of deposit at either December 31, 2015 or December 31, 2014. In addition, the Bank had $2.1 million of certificates of deposit as of December 31, 2015 and $3.1 million as of December 31, 2014 that had been issued through the Certificate of Deposit Account Registry Service (CDARS). Although certificates of deposit issued through CDARS are issued to local customers, this type of deposit is classified as brokered deposits for regulatory purposes.

 

Note 9 – Repurchase Agreements

 

Securities sold under agreements to repurchase are advances to the Bank by customers or another bank. These agreements are direct obligations of the Bank and are secured by securities held in safekeeping at a correspondent bank. Repurchase agreements with Bank customers mature daily. Information regarding repurchase agreements follows:

(Dollars in thousands)		2015			2014
Outstanding balance at December 31		$	9,460		$	26,743
Average interest rate at December 31			0.04	%		0.19	%
Average balance during the year		$	17,825		$	22,594
Average interest rate during the year			0.17	%		0.20	%
Maximum month end balance during the year		$	26,743		$	28,719

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Repurchase agreements accounted for as secured borrowings as of December 31, 2015 were as follows:

		Remaining Contractual Maturity of the Agreements
(Dollars in thousands)		Overnight and Continuous
U.S. Government agencies		$	7,011
Total securities			7,011
Unsecured borrowings			2,449
Total borrowings		$	9,460

 

Note 10 – Federal Home Loan Bank Advances

 

At December 31, advances from the FHLB were as follows:

 

(Dollars in thousands)			2015			2014
Maturity of November 2024 with fixed interest rate of 3.98%		$	332		$	363
Maturity of February 2016 with fixed interest rate of 0.47%			11,000			—
Maturities ranging from February 2015 to May 2015, fixed interest rates ranging from 0.39% to 0.41%, with an average of 0.40%			—			18,000
Total advances outstanding at year-end		$	11,332		$	18,363

 

Fees are charged on fixed rate advances that are paid prior to maturity. No fixed rate advances were paid prior to maturity in 2015 or 2014. Advances were secured by agricultural loans and residential real estate loans with a carrying value of approximately $107.6 million and $96.2 million at December 31, 2015 and December 31, 2014, respectively. Advances were also secured by $24.2 million of U.S. Government agency securities and U.S. Treasury securities at December 31, 2015. Based on this collateral, the Bank was eligible to borrow an additional $61.2 million at year-end 2015.

 

The scheduled maturities of advances from the FHLB at December 31, 2015 were as follows:

 

(Dollars in thousands)
2016		$	11,031
2017			33
2018			34
2019			36
2020			37
Thereafter			161
Total		$	11,332

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Note 11 – Income Taxes

 

Information as of December 31 and for the year follows: 

(Dollars in thousands)			2015			2014			2013
Provision for Income Taxes
Current federal income tax expense		$	2,576		$	2,536		$	1,724
Deferred federal income tax expense/(benefit)			(631	)		(460	)		59
Income tax expense		$	1,945		$	2,076		$	1,783
Reconciliation of Income Tax Provision to Statutory Rate
Income tax computed at statutory federal rate of 34%		$	2,614		$	2,642		$	2,338
Tax exempt interest income			(488	)		(475	)		(476	)
Tax exempt earnings on bank-owned life insurance			(221	)		(103	)		(101	)
Other items			40			12			22
Income tax expense		$	1,945		$	2,076		$	1,783
Effective income tax rate			25	%		27	%		26	%

(Dollars in thousands)
Components of Deferred Tax Assets and Liabilities			2015			2014
Deferred tax assets:
Allowance for loan losses		$	1,426		$	1,151
Deferred compensation			269			295
Loan costs/fees deferred			86			84
Other			181			224
Total deferred tax assets			1,962			1,754
Deferred tax liabilities:
Depreciation			1,182			1,405
Unrealized gains on securities available for sale			555			476
Purchase accounting adjustments from merger			117			258
Loan servicing rights			129			166
Stock dividends received from Federal Home Loan Bank			54			64
Post-retirement benefits obligation			66			77
Other			62			75
Total deferred tax liabilities			2,165			2,521
Net deferred tax liabilities		$	203		$	767

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Note 12 – Related Party Transactions

 

Loans to executive officers, directors and their affiliates were as follows at December 31:

 

(Dollars in thousands)			2015			2014
Balance, beginning of year		$	10,339		$	5,162
New loans and renewals			4,054			5,883
Repayments and renewals			(4,159	)		(3,022	)
Effect of changes in related parties			—			2,316
Balance, end of year		$	10,234		$	10,339

 

Deposits from executive officers, directors and their affiliates were $16.1 million and $14.1 million at December 31, 2015 and 2014, respectively.

 

Note 13 – Employee Benefit Plans

 

401(k) Plan:

The 401(k) plan allows employees to contribute to their individual accounts under the plan amounts up to the IRS maximum. Matching company contributions to the plan are discretionary. Expense for matching company contributions under the plan was $167,000, $140,000, and $91,000 in 2015, 2014, and 2013, respectively.

 

Employee Stock Ownership Plan:

Through December 31, 2015, employees participated in an Employee Stock Ownership Plan (“ESOP”). ChoiceOne could make discretionary contributions to the ESOP. Shares of ChoiceOne common stock were allocated to participants based on relative compensation earned and compensation expense was recorded when allocated. Dividends on allocated shares increased the participant accounts. Participants became fully vested upon completing six years of qualifying service. Participants received the shares at the end of employment. A participant could require stock received to be repurchased by ChoiceOne at any time. ChoiceOne did not contribute to the ESOP nor was any expense recorded in 2015, 2014, or 2013. Effective January 1, 2016, ChoiceOne terminated the ESOP and transferred shares held by the ESOP to the 401(k) plan.

 

Shares held by the ESOP as of December 31 were as follows:

 

(Dollars in thousands)			2015			2014			2013
Shares allocated to participants			5,355			5,355			5,355
Shares unallocated			—			—			—
Total shares of ChoiceOne stock held by ESOP			5,355			5,355			5,355
Fair value of allocated shares, subject to repurchase obligation, recorded in other liabilities		$	127		$	123		$	91

 

Post-retirement Benefits Plan:

ChoiceOne maintains an unfunded post-retirement health care plan, which permits employees (and their dependents) the ability to participate upon retirement from ChoiceOne. ChoiceOne does not pay any portion of the health care premiums charged to its retired participants. A liability has been accrued for the obligation under this plan. ChoiceOne incurred post-retirement benefit expense of $2,000 in 2015 and negative expense of $20,000 in 2014, and $11,000 in 2013. The post-retirement obligation liability was $127,000 as of December 31, 2015 and $149,000 as of December 31, 2014.

 

 

ChoiceOne Financial Services, Inc.
Notes to Consolidated Financial Statements

 

Deferred Compensation Plans:

A deferred director compensation plan covers former directors of VRB, which was acquired by ChoiceOne in 2006. Under the plan, ChoiceOne pays each former director the amount of director fees deferred plus interest at rates ranging from 5.50% to 5.84% over various periods as elected by each director. The payout periods range from one month to ten years beginning with the individual’s termination of service. A liability has been accrued for the obligation under this plan. ChoiceOne incurred deferred compensation plan expense of $12,000, $12,000, and $14,000 in 2015, 2014, and 2013, respectively. The deferred compensation liability was $173,000 as of December 31, 2015 and $203,000 as of December 31, 2014.

 

A supplemental executive retirement plan covers four former executive officers of VRB. Under the plan, ChoiceOne pays these individuals a specific amount of compensation plus interest at 7.50% over a 15-year period commencing upon early retirement age (as defined in the plan) or normal retirement age (as defined in the plan). A liability has been accrued for the obligation under this plan. The effective interest rate used for the accrual for the retirement liability is based on long-term interest rates. Flat long-term interest rates during 2015 caused a slight decrease in plan expense in 2015, while a decrease in long-term interest rates during 2014 caused an increase in plan expense in 2014. ChoiceOne incurred deferred compensation plan expense of $32,000 in 2015, negative expense of $42,000 in 2014 and expense of $1,000 in 2013. Liabilities related to the supplemental executive retirement plan of $618,000 and $664,000 were outstanding as of December 31, 2015 and December 31, 2014, respectively.

 

Note 14 - Stock Based Compensation

 

Options to buy stock have been granted to key employees under an incentive stock option plan to provide them with additional equity interests in ChoiceOne. Compensation expense in connection with stock options granted during 2015, 2014, or 2013 was considered to be insignificant. The Amended and Restated Executive Stock Incentive Plan under which the stock options were granted expired in 2012. The Stock Incentive Plan of 2012 was approved by the Company’s shareholders at the Annual Meeting held on April 25, 2012. The new plan provides for the issuance of up to 100,000 shares of common stock. At December 31, 2015, there were 51,150 shares available for future grants.

 

A summary of stock options activity is as follows:

		2015						2014						2013
		Shares			Weighted average exercise price			Shares			Weighted average exercise price			Shares			Weighted average exercise price
Options outstanding, beginning of year			20,250		$	16.65			38,625		$	17.29			40,725		$	16.99
Options granted			30,000			23.30			—			—			—			—
Options exercised			9,500			16.03			14,550			18.87			2,100			13.70
Options forfeited or expired			—			—			3,825			18.51			—			—
Options outstanding, end of year			40,750		$	21.69			20,250		$	16.65			38,625		$	17.29
Options exercisable at December 31			18,250		$	19.70			20,250		$	16.65			38,625		$	17.29

 

The exercise prices for options outstanding and exercisable at the end of 2015 ranged from $13.50 to $23.30 per share. The weighted average remaining contractual life of options outstanding and exercisable at the end of 2015 was approximately 4.79 years.

 

The intrinsic value of all outstanding in-the-money stock options and exercisable in-the-money stock options was $86,000 and $75,000, respectively, at December 31, 2015. The aggregate intrinsic values of outstanding and exercisable options at December 31, 2015 were calculated based on the closing market price of the Company’s common stock on December 31, 2015 of $23.80 per share less the exercise price.

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Information pertaining to options outstanding at December 31, 2015 is as follows:

 

					Number of			Number of			Average
					options			options			remaining
					outstanding			exercisable at			contractual
Exercise price of stock options:					at year-end			year-end			life (in years)
$	13.50				2,000			2,000			2.07
$	17.95				8,000			8,000			1.05
$	18.85				750			750			0.05
$	23.30				30,000			7,500			9.97

 

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. ChoiceOne uses historical data to estimate the volatility of the market price of ChoiceOne stock and employee terminations within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. A total of 30,000 options were granted in 2015 with an exercise price of $23.30 and vest over 3 years. No options were granted in 2014 or 2013.

 

The fair value of stock options granted during 2015 was determined using the following weighted-average assumptions as of the grant date.

 

		2015
Risk-free interest rate			2.28	%
Expected option life			5.75 years
Expected stock price volatility			22.95	%
Dividend yield			3.64	%
Fair value of options granted		$	3.54

 

ChoiceOne has granted restricted stock units to a select group of employees under the Stock Incentive Plan of 2012. Restricted stock units vest in three annual installments on each of the next three anniversaries of the grant date. Certain additional vesting provisions apply. Each restricted stock unit, once vested, is settled by delivery of one share of ChoiceOne common stock. ChoiceOne recognized compensation expense of $103,000 and $53,000 in 2015 and 2014, respectively, in connection with restricted stock units for current participants during these years. At December 31, 2015 there were 17,850 restricted stock units outstanding with an approximate stock value of $425,000. At December 31, 2014 there were 7,750 restricted stock units outstanding with an approximate stock value of $178,000. Unrecognized compensation expense as of December 31, 2015 is approximately $234,000 and will be allocated $119,000 to 2016, $93,000 to 2017, and $22,000 to 2018.

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Note 15 - Earnings Per Share

 

(Dollars in thousands, except per share data)

 

		2015				2014				2013
Basic
Net income		$	5,743			$	5,695			$	5,094
Weighted average common shares outstanding			3,289,296				3,298,177				3,296,408
Basic earnings per common shares		$	1.75			$	1.73			$	1.55
Diluted
Net income		$	5,743			$	5,695			$	5,094
Weighted average common shares outstanding			3,289,296				3,298,177				3,296,408
Plus dilutive stock options and restricted stock units			7,925				12,116				5,653
Weighted average common shares outstanding and potentially dilutive shares			3,297,221				3,310,293				3,302,061
Diluted earnings per common share		$	1.74			$	1.72			$	1.54

 

There were 30,000 stock options that were considered anti-dilutive to earnings per share as of December 31, 2015 and thus have been excluded from the calculations above. There were no stock options as of December 31, 2014 or 2013 considered to be anti-dilutive to earnings per share.

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Note 16 – Condensed Financial Statements of Parent Company

 

Condensed Balance Sheets

 

(Dollars in thousands)		December 31,
		2015				2014
Assets
Cash		$	1,145			$	808
Securities available for sale			2,263				1,059
Other assets			83				154
Investment in ChoiceOne Bank			66,539				64,298
Total assets		$	70,030			$	66,319
Liabilities
Mandatory redeemable shares under ESOP, at fair value		$	127			$	123
Other liabilities			61				6
Total liabilities			188				129
Shareholders’ equity			69,842				66,190
Total liabilities and shareholders’ equity		$	70,030			$	66,319

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Condensed Statements of Income

(Dollars in thousands)		Years Ended December 31,
		2015				2014				2013
Interest and dividends from ChoiceOne Bank		$	3,579			$	2,731			$	2,399
Interest and dividends from other securities			26				16				19
Other income			—				27				1
Total income			3,605				2,774				2,419
Other expenses			137				92				98
Income before income tax and equity in undistributed net income of subsidiary			3,468				2,682				2,321
Income tax benefit			44				21				31
Income before equity in undistributed net income of subsidiary			3,512				2,703				2,352
Equity in undistributed net income of subsidiary			2,231				2,992				2,742
Net income		$	5,743			$	5,695			$	5,094

 

Condensed Statements of Cash Flows
(Dollars in thousands)		Years Ended December 31,
		2015				2014				2013
Cash flows from operating activities:
Net income		$	5,743			$	5,695			$	5,094
Adjustments to reconcile net income to net cash from operating activities:
Equity in undistributed net income of subsidiary			(2,231	)			(2,992	)			(2,742	)
Amortization			11				3				2
Net expense of restricted stock units			103				48				11
Net gain on sale of securities			0				(26	)			(1	)
Changes in other assets			71				(125	)			(1	)
Changes in other liabilities			4				(35	)			36
Net cash from operating activities			3,701				2,568				2,399
Cash flows from investing activities:
Sales of securities			—				1,184				70
Purchases of securities			(1,029	)			(1,565	)			(125	)
Net cash from investing activities			(1,029	)			(381	)			(55	)
Cash flows from financing activities:
Issuance of common stock			206				132				130
Repurchase of common stock			(371	)			(203	)			(192	)
Cash dividends paid			(2,170	)			(1,945	)			(1,780	)
Net cash from financing activities			(2,335	)			(2,016	)			(1,842	)
Net change in cash			337				171				502
Beginning cash			808				637				135
Ending cash		$	1,145			$	808			$	637

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Note 17 – Financial Instruments

 

Financial instruments as of the dates indicated were as follows:

 

											Quoted Prices
											In Active				Significant
											Markets for				Other				Significant
											Identical				Observable				Unobservable
			Carrying				Estimated				Assets				Inputs				Inputs
(Dollars in thousands)			Amount				Fair Value				(Level 1)				(Level 2)				(Level 3)
December 31, 2015
Assets
Cash and due from banks		$	11,187			$	11,187			$	11,187			$	—			$	—
Securities available for sale			160,136				160,136				953				147,384				11,799
Federal Home Loan Bank and Federal Reserve Bank stock			3,187				3,187				—				3,187				—
Loans held for sale			4,957				5,109				—				5,109				—
Loans, net			345,110				349,875				—				—				349,875
Liabilities
Noninterest-bearing deposits			122,937				122,937				—				122,937				—
Interest-bearing deposits			351,759				353,113				—				353,113				—
Repurchase agreements			9,460				9,460				—				9,460				—
Federal Home Loan Bank advances			11,332				12,028				—				12,028				—
December 31, 2014
Assets
Cash and due from banks		$	16,650			$	16,650			$	16,650			$	—			$	—
Securities available for sale			142,521				142,521				775				130,104				11,642
Federal Home Loan Bank and Federal Reserve Bank stock			3,185				3,185				—				3,185				—
Loans held for sale			2,170				2,237				—				2,237				—
Loans, net			341,940				345,656				—				—				345,656
Liabilities
Noninterest-bearing deposits			113,006				113,006				—				113,006				—
Interest-bearing deposits			321,822				321,757				—				321,757				—
Repurchase agreements			26,743				26,743				—				26,743				—
Federal Home Loan Bank advances			18,363				18,402				—				18,402				—

 

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 18. The estimated fair value for loans is based on the rates charged at December 31 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 value of deposits is based on comparing the average rate paid on deposits compared to the three month Libor rate which is assumed to be the replacement value of these deposits. At December 31, 2015, all average rates were lower than the three month Libor rate causing fair values to be higher than carrying amounts. The estimated fair values for time deposits and FHLB advances are based on the rates paid at December 31 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.

 

 

ChoiceOne Financial Services, Inc. 

Notes to Consolidated Financial Statements

 

Note 18 – Fair Value Measurements

 

The following tables present information about the Bank’s assets and liabilities measured at fair value on a recurring basis at December 31, 2015 and December 31, 2014, and the valuation techniques used by the Bank to determine those fair values.

 

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

 

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

 

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

 

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

 

There were no liabilities measured at fair value as of December 31, 2015 or December 31, 2014. Disclosures concerning assets measured at fair value are as follows:

 

 

ChoiceOne Financial Services, Inc.

Notes to Consolidated Financial Statements

 

Assets Measured at Fair Value on a Recurring Basis

 

			Quoted Prices
			In Active				Significant
			Markets for				Other				Significant
			Identical				Observable				Unobservable				Balance at
			Assets				Inputs				Inputs				Date
(Dollars in thousands)			(Level 1)				(Level 2)				(Level 3)				Indicated
Investment Securities, Available for Sale - December 31, 2015
U. S. Government and federal agency		$	—			$	57,207			$	—			$	57,207
U. S. Treasury notes and bonds			—				6,100				—				6,100
State and municipal			—				67,852				9,902				77,754
Mortgage-backed			—				6,970				—				6,970
Corporate			—				7,990				397				8,387
Foreign debt			—				995				—				995
Equity securities			953				—				1,500				2,453
Asset backed securities			—				270				—				270
Total		$	953			$	147,384			$	11,799			$	160,136
Investment Securities, Available for Sale - December 31, 2014
U. S. Government and federal agency		$	—			$	44,503			$	—			$	44,503
U. S. Treasury notes and bonds			—				8,058				—				8,058
State and municipal			—				60,091				9,744				69,835
Mortgage-backed			—				8,942				—				8,942
Corporate			—				7,140				398				7,538
Foreign debt			—				994				—				994
Equity securities			775				—				1,500				2,275
Asset backed securities			—				376				—				376
Total		$	775			$	130,104			$	11,642			$	142,521

 

Securities classified as available for sale are generally reported at fair value utilizing Level 2 inputs. ChoiceOne’s external investment advisor obtained fair value measurements from an independent pricing service that uses matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The fair value measurements considered observable data that may include dealer quotes, market spreads, cash flows and the bonds’ terms and conditions, among other things. Securities classified in Level 2 included U.S. Government and federal agency securities, U.S. Treasury notes and bonds, state and municipal securities, mortgage-backed securities, corporate bonds, foreign debt, and asset backed securities. The Company classified certain state and municipal securities and corporate bonds, and equity securities as Level 3. Based on the lack of observable market data, estimated fair values were based on the observable data available and reasonable unobservable market data.

 

 ChoiceOne Financial Services, Inc. 

Notes to Consolidated Financial Statements

 

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

(Dollars in thousands)		2015				2014
Investment Securities, Available for Sale
Balance, January 1		$	11,642			$	11,328
Total realized and unrealized gains included in income			—				(11	)
Total unrealized gains/(losses) included in other comprehensive income			806				1,199
Net purchases, sales, calls, and maturities			(649	)			(948	)
Net transfers into Level 3			—				74
Balance, December 31		$	11,799			$	11,642

  

Of the Level 3 assets that were still held by the Bank at December 31, 2015, the net unrealized gain for the twelve months ended December 31, 2015 was $806,000 and a $9,000 unrealized loss as of December 31, 2014, which is recognized in other comprehensive income in the consolidated balance sheets. A total of $3.2 million and $3.5 million of Level 3 securities were purchased in 2015 and 2014, respectively.

 

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

 

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

 

The Bank also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets 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)		Balances 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
December 31, 2015		$	5,585		$	—		$	—		$	5,585
December 31, 2014		$	6,885		$	—		$	—		$	6,885
Other Real Estate
December 31, 2015		$	31		$	—		$	—		$	31
December 31, 2014		$	150		$	—		$	—		$	150

 

Impaired loans categorized as Level 3 assets consist of non-homogeneous loans that are considered impaired. The Bank estimates the fair value of the loans based on the present value of expected future cash flows using management’s best estimate of key assumptions. These assumptions include future payment ability, timing of payment streams, and estimated realizable values of available collateral (typically based on outside appraisals). The 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 owned that were posted to a valuation account. The fair value of other real estate owned was based on appraisals or other reviews of property values, adjusted for estimated costs to sell.

  

 

 ChoiceOne Financial Services, Inc. 

Notes to Consolidated Financial Statements

 

Note 19 – Off-Balance Sheet Activities

 

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

 

The contractual amount of financial instruments with off-balance sheet risk was as follows at December 31: 

		2015						2014
(Dollars in thousands)		Fixed Rate			Variable Rate			Fixed Rate			Variable Rate
Unused lines of credit and letters of credit		$	14,445		$	77,089		$	7,076		$	60,476
Commitments to fund loans (at market rates)			18,654			1,740			3,116			1,050

 

Commitments to fund loans are generally made for periods of 180 days or less. The fixed rate loan commitments have interest rates ranging from 2.49% to 6.52% and maturities ranging from 3 years to 30 years.

 

Note 20 – Regulatory Capital

 

ChoiceOne and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include:  prohibiting the acceptance of brokered deposits; requiring the submission of a capital restoration plan; placing limits on asset growth and restrictions on activities; requiring the institution to issue additional capital stock (including additional voting stock) or to be acquired; restricting transactions with affiliates; restricting the interest rate the institution may pay on deposits; ordering a new election of directors of the institution; requiring that senior executive officers or directors be dismissed; prohibiting the institution from accepting deposits from correspondent banks; requiring the institution to divest certain subsidiaries; prohibiting the payment of principal or interest on subordinated debt; and ultimately, appointing a receiver for the institution. At year-end 2015 and 2014, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action.

  

 

ChoiceOne Financial Services, Inc. 

Notes to Consolidated Financial Statements

 

Actual capital levels and minimum required levels for ChoiceOne and the Bank were as follows:

(Dollars in thousands)		Actual								Minimum Required for Capital Adequacy Purposes								Minimum Required to be Well  Capitalized Under Prompt Corrective Action Regulations
		Amount				Ratio				Amount				Ratio				Amount				Ratio
December 31, 2015
ChoiceOne Financial Services Inc.
Total capital (to risk weighted assets)		$	59,737				14.2	%		$	33,600				8.0	%			N/A				N/A
Common equity Tier 1 capital (to risk weighted assets)			54,532				13.0				18,900				4.5				N/A				N/A
Tier 1 capital (to risk weighted assets)			54,532				13.0				16,800				4.0				N/A				N/A
Tier 1 capital (to average assets)			54,532				9.7				22,434				4.0				N/A				N/A
ChoiceOne Bank
Total capital (to risk weighted assets)		$	55,723				13.3	%		$	33,470				8.0	%		$	41,837				10.0	%
Common equity Tier 1 capital (to risk weighted assets)			51,574				12.3				18,827				4.5				27,194				6.5
Tier 1 capital (to risk weighted assets)			51,574				12.3				16,735				4.0				25,102				6.0
Tier 1 capital (to average assets)			51,574				9.2				22,350				4.0				27,937				5.0
December 31, 2014
ChoiceOne Financial Services Inc.
Total capital (to risk weighted assets)		$	55,223				14.3	%		$	30,948				8.0	%			N/A				N/A
Tier 1 capital (to risk weighted assets)			50,562				13.1				15,474				4.0				N/A				N/A
Tier 1 capital (to average assets)			50,562				9.6				21,016				4.0				N/A				N/A
ChoiceOne Bank
Total capital (to risk weighted assets)		$	52,664				13.6	%		$	30,881				8.0	%		$	38,601				10.0	%
Tier 1 capital (to risk weighted assets)			48,665				12.6				15,441				4.0				23,161				6.0
Tier 1 capital (to average assets)			48,665				9.3				20,971				4.0				26,214				5.0

 

Banking regulations limit capital distributions by state-chartered banks. Generally, capital distributions are limited to undistributed net income for the current and prior two years. At December 31, 2015, approximately $9.8 million was available for ChoiceOne Bank to pay dividends to ChoiceOne Financial Services, Inc. ChoiceOne’s ability to pay dividends to shareholders is dependent on the payment of dividends from the Bank, which is restricted by state law and regulations.

  

On July 3, 2013, the FDIC Board of Directors approved the Regulatory Capital Interim Final Rule, implementing Basel III.  This rule redefines Tier 1 capital as two components (Common Equity Tier 1 and Additional Tier 1), creates a new capital ratio (Common Equity Tier 1 Risk-based Capital Ratio) and implements a capital conservation buffer.  It also revises the prompt corrective action thresholds and makes changes to risk weights for certain assets and off-balance-sheet exposures.  Banks were required to transition into the new rule beginning on January 1, 2015.

  

 

ChoiceOne Financial Services, Inc. 

Notes to Consolidated Financial Statements

 

Note 21 – Quarterly Financial Data (Unaudited) 

											Earnings Per Share
(Dollars in thousands)		Interest Income			Net Interest Income			Net Income			Basic			Fully Diluted
2015
First Quarter		$	4,746		$	4,490		$	1,642		$	0.50		$	0.49
Second Quarter			4,832			4,579			1,431			0.43			0.43
Third Quarter			4,871			4,625			1,450			0.44			0.44
Fourth Quarter			4,904			4,670			1,222			0.37			0.37
2014
First Quarter		$	4,656		$	4,353		$	1,248		$	0.38		$	0.38
Second Quarter			4,738			4,449			1,337			0.40			0.40
Third Quarter			4,817			4,535			1,554			0.47			0.47
Fourth Quarter			4,803			4,526			1,556			0.48			0.47

 

There were no significant fluctuations in the quarterly financial data in 2014 or 2015. The growth in net income that occurred in 2015 was due to a decrease in interest expense and an increase in noninterest income.

 

  

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

None.

  

Item 9A.

Controls and Procedures

 

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on and as of the time of that evaluation, the Company’s management, including the Chief Executive Officer and principal financial officer, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods.

  

Management of ChoiceOne Financial Services, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

 

Management assessed the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2015, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Management’s assessment is based on the criteria for effective internal control over financial reporting as described in “Internal Control – Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 1992. Based on this assessment, management has concluded that, as of December 31, 2015, its system of internal control over financial reporting was effective and meets the criteria of the “Internal Control – Integrated Framework.” This annual report is not required to include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

  

There was no change in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2015 that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

  

Item 9B.

Other Information

 

None.

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

The information under the captions “ChoiceOne’s Board of Directors and Executive Officers,” “Related Matters – Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” in the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2016, is incorporated herein by reference.

  

The Company has adopted a Code of Ethics for Executive Officers and Senior Financial Officers, which applies to the Chief Executive Officer and the Chief Financial Officer, as well as all other senior financial and accounting officers. The Code of Ethics is posted on the Company’s website at “www.choiceone.com.” The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of the Code of Ethics by posting such information on its website at “www.choiceone.com.”

 

  

Item 11.

Executive Compensation

 

The information under the captions “Executive Compensation” in the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2016, is incorporated herein by reference.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information under the caption “Ownership of ChoiceOne Common Stock” in the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2016, is incorporated herein by reference.

 

The following table presents information regarding the equity compensation plans both approved and not approved by shareholders at December 31, 2015:

		Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
			(a)			(b)			(c)
Equity compensation plans approved by security holders			55,350		$	15.97			83,303
Equity compensation plans not approved by security holders			—			—			18,752
Total			55,350		$	15.97			102,055

 

Equity compensation plans approved by security holders include the Stock Incentive Plan of 2012, the Amended and Restated Executive Stock Incentive Plan and the Employee Stock Purchase Plan. 51,150 shares remain available for future issuance under the Stock Incentive Plan of 2012 and 32,124 shares remain available for future issuance under the Employee Stock Purchase Plan, in each case other than upon the exercise of outstanding stock options. No further future issuances of shares are permitted under the Amended and Restated Executive Stock Incentive Plan other than upon the exercise of outstanding stock options.

  

Equity compensation plans not approved by security holders consist of the Directors’ Stock Purchase Plan. The plan is designed to provide directors of the Company the option of receiving their fees in the Company’s common stock. Directors who elect to participate in the plan may elect to contribute to the plan twenty-five, fifty, seventy-five or one hundred percent of their board of director fees and one hundred percent of their director committee fees earned as directors of the Company. Contributions to the plan are made by the Company on behalf of each electing participant. Plan participants may terminate their participation in the plan at any time by written notice of withdrawal to the Company. Participants will cease to be eligible to participate in the plan when they cease to serve as directors of the Company. Shares are distributed to participants on a quarterly basis. The plan provides for a maximum of 100,000 shares of the Company’s common stock, subject to adjustments for certain changes in the capital structure of the Company. New issuances for up to 18,752 shares may be made under this plan. 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

  

The information under the captions “Related Matters - Transactions with Related Persons” and “Corporate Governance” in the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2016, is incorporated herein by reference.

  

Item 14.

Principal Accountant Fees and Services

  

The information under the caption “Related Matters - Independent Certified Public Accountants” in the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2016, is incorporated herein by reference.

 

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

 

(a)	(1)	Financial Statements.  The following financial statements and independent auditors’ reports are filed as part of this report:
			Consolidated Balance Sheets at December 31, 2015 and 2014.
			Consolidated Statements of Income for the years ended December 31, 2015, 2014, and 2013.
			Consolidated Statement of Comprehensive Income for the years ended December 31, 2015, 2014, and 2013.
			Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2015, 2014, and 2013.
			Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013.
			Notes to Consolidated Financial Statements.
			Report of Independent Registered Public Accounting Firm dated March 21, 2016.
	(2)	Financial Statement Schedules. None.

 

Exhibit	Document
3.1	Amended and Restated Articles of Incorporation.  Previously filed as an exhibit to ChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2013.  Here incorporated by reference.
3.2	Bylaws of the Registrant as currently in effect and any amendments thereto.  Previously filed as an exhibit to ChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2013.  Here incorporated by reference.
4	Advances, Pledge and Security Agreement between ChoiceOne Bank and the Federal Home Loan Bank of Indianapolis.  Previously filed as an exhibit to ChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2013.  Here incorporated by reference.
10.1	Amended and Restated Employment Agreement with James A. Bosserd. (1)  Previously filed as an exhibit to ChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2012.  Here incorporated by reference.
10.2	Stock Incentive Plan of 2012. (1)  Previously filed as an appendix to ChoiceOne Financial Services, Inc.’s definitive proxy statement filed with the commission on March 30, 2012.  Here incorporated by reference.
10.3	Amended and Restated Executive Stock Incentive Plan. (1)  Previously filed as an exhibit to ChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2011.  Here incorporated by reference.
10.4	Directors’ Stock Purchase Plan. (1). Previously filed as an exhibit to ChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2010.  Here incorporated by reference.
10.5	Former Valley Ridge Executive Employee Salary Continuation Agreements, as amended. (1)  Previously filed as an exhibit to ChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2013.  Here incorporated by reference.
10.6	Former Valley Ridge Directors’ Deferred Compensation Plan and Agreement. (1)  Previously filed as an exhibit to the ChoiceOne Financial Services, Inc.’s Form 10-K Annual Report for the year ended December 31, 2013.  Here incorporated by reference.

 

 

10.7	Amended and Restated Employee Stock Purchase Plan. (1)  Previously filed as an exhibit to ChoiceOne Financial Services, Inc.’s definitive proxy statement filed with the commission on March 28, 2011.  Here incorporated by reference.
21	Subsidiaries of ChoiceOne Financial Services, Inc.
23	Consent of Independent Registered Public Accounting Firm.
24	Powers of Attorney.
31.1	Certification of Chief Executive Officer.
31.2	Certification of Treasurer.
32	Certification pursuant to 18 U.S.C. § 1350.
101.1	Interactive Data File.

 

 

(1)	This agreement is a management contract or compensation plan or arrangement to be filed as an exhibit to this Form 10-K.

 

Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to: Thomas L. Lampen, Treasurer, ChoiceOne Financial Services, Inc., 109 East Division, Sparta, Michigan, 49345.

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
By:	/s/ James A. Bosserd		March 28, 2016
	James A. Bosserd Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

/s/ James A. Bosserd		Chief Executive Officer and Director (Principal Executive Officer)			March 28, 2016
James A. Bosserd
/s/ Thomas L. Lampen		Treasurer (Principal Financial and Accounting Officer)			March 28, 2016
Thomas L. Lampen
*/s/ Paul L. Johnson		Chairman of the Board and Director			March 28, 2016
Paul L. Johnson
*/s/ Frank G. Berris		Director			March 28, 2016
Frank G. Berris
*/s/ Keith D. Brophy		Director			March 28, 2016
Keith D. Brophy
*/s/ K. Timothy Bull		Director			March 28, 2016
K. Timothy Bull
*/s/ William F. Cutler, Jr.		Director			March 28, 2016
William F. Cutler, Jr.
*/s/ Jack G. Hendon		Director			March 28, 2016
Jack G. Hendon
*/s/ Raymond A. Lanning		Director			March 28, 2016
Raymond A. Lanning
*/s/ Dennis C. Nelson		Director			March 28, 2016
Dennis C. Nelson
*/s/ Nels W. Nyblad		Director			March 28, 2016
Nels W. Nyblad
*/s/ Roxanne M. Page		Director			March 28, 2016
Roxanne M. Page
*/s/ Kelly J. Potes		Director			March 28, 2016
Kelly J. Potes
*By /s/ Thomas L. Lampen
Attorney-in-Fact