UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 10-Q
Commission File Number: 000-19202
ChoiceOne Financial Services, Inc.(Exact Name of Registrant as Specified in its Charter)
Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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 July 31, 2016, the Registrant had outstanding 3,277,035 shares of common stock.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
ChoiceOne Financial Services, Inc.CONSOLIDATED BALANCE SHEETS (Unaudited)
See accompanying notes to interim consolidated financial statements.
ChoiceOne Financial Services, Inc.CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
ChoiceOne Financial Services, Inc.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
See accompanying notes to interim consolidated financial statements
ChoiceOne Financial Services, Inc.CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
ChoiceOne Financial Services, Inc.CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
ChoiceOne Financial Services, Inc.NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include ChoiceOne Financial Services, Inc. (“ChoiceOne”) and its wholly-owned subsidiary, ChoiceOne Bank (the “Bank”), and the Bank’s wholly-owned subsidiary, ChoiceOne Insurance Agencies, Inc. Intercompany transactions and balances have been eliminated in consolidation.
The unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading.
The accompanying consolidated financial statements reflect all adjustments ordinary in nature which are, in the opinion of management, necessary for a fair presentation of the Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, the Consolidated Statements of Income for the three- and six-month periods ended June 30, 2016 and June 30, 2015, the Consolidated Statements of Comprehensive Income for the three- and six-month periods ended June 30, 2016 and June 30, 2015, the Consolidated Statements of Changes in Shareholders’ Equity for the six-month periods ended June 30, 2016 and June 30, 2015, and the Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2016 and June 30, 2015. Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2015.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level believed adequate by management to absorb probable incurred losses inherent in the consolidated loan portfolio. Management’s evaluation of the adequacy of the allowance is an estimate based on reviews of individual loans, assessments of the impact of current economic conditions on the portfolio and historical loss experience of seasoned loan portfolios. See Note 3 to the interim consolidated financial statements for additional information.
Management believes the accounting estimate related to the allowance for loan losses is a “critical accounting estimate” because (1) the estimate is highly susceptible to change from period to period because of assumptions concerning the changes in the types and volumes of the portfolios and economic conditions and (2) the impact of recognizing an impairment or loan loss could have a material effect on ChoiceOne’s reported assets and net income.
Stock Transactions
A total of 3,304 shares of common stock were issued to ChoiceOne’s Board of Directors for a cash price of $77,000 under the terms of the Directors’ Stock Purchase Plan in the first six months of 2016. A total of 2,033 shares of common stock were issued upon the exercise of stock options in the first half of 2016. A total of 1,805 shares of common stock were issued to employees for a cash price of $42,000 under the Employee Stock Purchase Plan in the first half of 2016. A total of 3,482 shares of common stock were issued to employees for Restricted Stock Units that vested during the first six months of 2016. A total of 30,000 shares of common stock were repurchased by ChoiceOne in the first six months of 2016.
Stock-Based Compensation
Effective July 1, 2013, ChoiceOne began granting Restricted Stock Units to a select group of employees under the Stock Incentive Plan of 2012. All of the Restricted Stock Units are initially unvested and 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.
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:
Reclassifications
Certain amounts presented in prior periods have been reclassified to conform to the current presentation.
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) were as follows:
Fair Value
ChoiceOne reviews its securities portfolio on a quarterly basis to determine whether unrealized losses are considered to be temporary or other-than-temporary. No other-than-temporary impairment charges were recorded in the six months ended June 30, 2016. ChoiceOne believed that unrealized losses on securities were temporary in nature and were due to changes in interest rates and reduced market liquidity and not as a result of credit quality issues.
NOTE 3 – LOANS AND ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses and balances in the loan portfolio was as follows:
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 pass credits. However, they have potential developing weaknesses that, if not corrected, may cause deterioration in the ability of the borrower to repay the loan. While a loss is possible for a loan 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.
Information regarding the Bank’s credit exposure is as follows:
Corporate Credit Exposure - Credit Risk Profile By Creditworthiness Category
The following schedule provides information on loans that were considered TDRs that were modified during the three- and six-months periods ended June 30, 2016:
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.
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.
Impaired loans by loan category as of June 30, 2016 and 2015 were as follows:
An aging analysis of loans by loan category follows:
(1) Includes nonaccrual loans.
Nonaccrual loans by loan category follow:
NOTE 4 - EARNINGS PER SHARE
Earnings per share are based on the weighted average number of shares outstanding during the period. A computation of basic earnings per share and diluted earnings per share follows:
There were 30,000 stock options as of June 30, 2016 and zero as of June 30, 2015 with an exercise price more than the current market price. These stock options have been excluded from the calculation of diluted earnings above.
NOTE 5 – FINANCIAL INSTRUMENTS
Financial instruments as of the dates indicated were as follows:
The estimated fair values approximate the carrying amounts for all financial instruments except those described later in this paragraph. The methodology for determining the estimated fair value for securities available for sale is described in Note 6. The estimated fair value for loans is based on the rates charged at June 30, 2016 and December 31, 2015 for new loans with similar maturities, applied until the loan is assumed to reprice or be paid. The allowance for loan losses is considered to be a reasonable estimate of discount for credit quality concerns. The estimated fair values for time deposits and Federal Home Loan Bank (“FHLB”) advances are based on the rates paid at June 30, 2016 and December 31, 2015 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.
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NOTE 6 – FAIR VALUE MEASUREMENTS
The following tables present information about the Bank’s assets and liabilities measured at fair value on a recurring basis and the valuation techniques used by the Bank to determine those fair values.
In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Bank has the ability to access.
Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.
In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Bank’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.
There were no liabilities measured at fair value as of June 30, 2016 or December 31, 2015. Disclosures concerning assets measured at fair value are as follows:
Assets Measured at Fair Value on a Recurring Basis
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Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis
Of the Level 3 assets that were held by the Bank at June 30, 2016, the net unrealized gain for the six months ended June 30, 2016 was $187,000, which is recognized in other comprehensive income in the consolidated balance sheet. $750,000 of Level 3 securities were purchased during the first half of 2016 and $182,000 of Level 3 securities matured or were called in the same period. There were no sales or purchases of Level 3 securities during the first and second quarters of 2015.
Both observable and unobservable inputs may be used to determine the fair value of positions classified as Level 3 investment securities and liabilities. As a result, the unrealized gains and losses for these assets and liabilities presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs.
Available for sale investment securities categorized as Level 3 assets primarily consist of bonds issued by local municipalities. The Bank estimates the fair value of these bonds based on the present value of expected future cash flows using management’s best estimate of key assumptions, including forecasted interest yield and payment rates, credit quality and a discount rate commensurate with the current market and other risks involved.
The Bank also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets 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
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 estimate of key assumptions. These assumptions include future payment ability, timing of payment streams, and estimated realizable values of available collateral (typically based on outside appraisals). The changes in fair value consisted of charge-downs of impaired loans that were posted to the allowance for loan losses and write-downs of other real estate that were posted to a valuation account.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a review of the consolidated financial condition and results of operations of ChoiceOne Financial Services, Inc. (“ChoiceOne”) and its wholly-owned subsidiary, ChoiceOne Bank (the “Bank”), and the Bank’s wholly-owned subsidiary, ChoiceOne Insurance Agencies, Inc. This discussion should be read in conjunction with the interim consolidated financial statements and related notes.
FORWARD-LOOKING STATEMENTS
This discussion and other sections of this quarterly report contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and ChoiceOne itself. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Management’s determination of the provision and allowance for loan losses, the carrying value of goodwill and loan servicing rights, 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. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, ChoiceOne undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
Risk factors include, but are not limited to, the risk factors discussed in Item 1A of ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2015. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.
RESULTS OF OPERATIONS
Summary
Net income for the second quarter of 2016 was $1,445,000, which represented an increase of $14,000 or 1% compared to the same period in 2015. Net income for the first six months of 2016 was $2,719,000, which represented a decrease of $354,000 or 12% over the same period in 2015. The first quarter of 2015 included a bank owned life insurance payout of roughly $308,000 in nontaxable income that explains a large portion of the year over year difference in noninterest income. Strong growth in net interest income was offset by an increase in noninterest expense for the first half of 2016 compared to the same period in 2015. Basic and diluted earnings per common share were both $0.43 for the second quarter of 2016 and $0.82 for the first six months of 2016, compared to $0.43 and $0.93, respectively, for the same periods in 2015. The return on average assets and return on average shareholders’ equity percentages were 0.94% and 7.62%, respectively, for the first half of 2016, compared to 1.13% and 9.11%, respectively, for the same period in 2015.
Dividends
Cash dividends of $562,000 or $0.17 per share were declared in the second quarter of 2016, compared to $559,000 or $0.17 per share in the second quarter of 2015. The cash dividends declared in the first six months of 2016 were $1,123,000 or $0.34 per share, compared to $1,051,000 or $0.32 per share declared in the same period in 2015. The cash dividend payout percentage was 41% for the first six months of 2016, compared to 34% in the same period a year ago.
Interest Income and Expense
Tables 1 and 2 on the following pages provide information regarding interest income and expense for the six-month periods ended June 30, 2016 and 2015, respectively. Table 1 documents ChoiceOne’s average balances and interest income and expense, as well as the average rates earned or paid on assets and liabilities. Table 2 documents the effect on interest income and expense of changes in volume (average balance) and interest rates. These tables are referred to in the discussion of interest income, interest expense and net interest income.
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Table 1 – Average Balances and Tax-Equivalent Interest Rates
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Table 2 – Changes in Tax-Equivalent Net Interest Income
Net Interest Income
The presentation of net interest income on a tax-equivalent basis is not in accordance with generally accepted accounting principles (“GAAP”), but is customary in the banking industry. This non-GAAP measure ensures comparability of net interest income arising from both taxable and tax-exempt loans and investment securities. The adjustments to determine net interest income on a tax-equivalent basis were $377,000 and $365,000 for the six months ended June 30, 2016 and 2015, respectively. These adjustments were computed using a 34% federal income tax rate.
As shown in Tables 1 and 2, tax-equivalent net interest income increased $413,000 in the first six months of 2016 compared to the same period in 2015. The effect of growth in average interest-earning assets was partially offset by an increase in average interest-bearing liabilities, which caused net interest income to increase $765,000 in the first half of 2016 compared to the same period in the prior year. Net interest spread was reduced 6 basis points from 3.73% in the first six months of 2015, to 3.67% in the first half in 2016, which caused a decline in net interest income of $352,000.
The decline in the interest spread was due to a 9 basis point decrease in the average rate earned on interest-earning assets in the first half of 2016 compared to the same six months in 2015, which was partially offset by a 3 basis point decrease in the average rate paid on interest-bearing liabilities. The reduction in the average rate earned on interest-earning assets was caused by relatively low general market rates on new loan originations and securities purchased in 2015 and the first half of 2016. Interest rates on loans are also being impacted by rate pressure from some of ChoiceOne’s competing financial institutions. The lower rate paid on interest-bearing liabilities resulted from repricing of local deposits as general market interest rates remained low during 2015 and the first six months of 2016.
The average balance of loans increased $11.7 million in the first six months of 2016 compared to the same period in 2015. Average commercial and industrial and commercial real estate loans were $7.3 million higher, while average residential mortgage and consumer loans grew $4.3 million and $0.1 million, respectively, in the same time period. The increase in the average loans balance was offset by a 7 basis point decrease in the average rate earned. This caused tax-equivalent interest income from loans to increase $154,000 in the first half of 2016 compared to the same period in the prior year. The average balance of total securities grew $20.2 million in the first six months of 2016 compared to the same period in 2015. Additional securities were purchased in 2015 and in the first half of 2016 to provide added liquidity and to provide earning asset growth. Growth in average securities, partially offset by the effect of lower interest rates earned, caused interest income to increase $235,000 in the first six months of 2016 compared to the same period in 2015.
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The average balance of interest-bearing demand deposits increased $40.2 million in the first six months of 2016 compared to the same period in 2015. The effect of $1.6 million of growth in the average balance of Federal Home Loan Bank advances and a 20 basis point increase in the average rate paid caused interest expense to increase $28,000 in the first six months of 2016 compared to the same period in the prior year. Although interest bearing liabilities had a higher average balance during the first six months of 2016 compared to the same period in 2015, interest expense decreased by $20,000 due to a 3 basis point decrease in the average rate paid.
Provision and Allowance for Loan Losses
Total loans increased $5.7 million in the first half of 2016, while the allowance for loan losses increased $102,000 during the same period. There was no provision for loan losses in the first half of 2016 compared to $100,000 in the first half of 2015. Nonperforming loans were $6.0 million as of June 30, 2016, compared to $6.3 million as of March 31, 2016 and $5.5 million as of December 31, 2015. The increase in nonperforming loans in the first six months of 2016 was comprised primarily of an increase of $438,000 in nonaccrual loans. The allowance for loan losses was 1.20% of total loans at June 30, 2016, compared to 1.17% at March 31, 2016, and 1.20% at December 31, 2015.
Charge-offs and recoveries for respective loan categories for the six months ended June 30 were as follows:
Net recoveries were $172,000 in the second quarter of 2016 and $102,000 in the first six months of 2016 compared to $32,000 of net recoveries in the second quarter of 2015 and net recoveries of $80,000 in the first six months of 2015. Net charge-offs on an annualized basis as a percentage of average loans were a negative 0.06% in the first six months of 2016 compared to a negative 0.05% for the same period in the prior year. Management is aware that the economic climate in Michigan will continue to affect business and individual borrowers. Management has worked and intends to continue to work with delinquent borrowers in an attempt to lessen the negative impact to ChoiceOne. As charge-offs, changes in the level of nonperforming loans, and changes within the composition of the loan portfolio occur throughout 2016, the provision and allowance for loan losses will be reviewed by the Bank’s management and adjusted as determined to be necessary.
Noninterest Income
Total noninterest income increased $200,000 in the second quarter of 2016 and declined $251,000 in the first six months of 2016 compared to the same periods in 2015. The small decrease in customer service charges in both the second quarter and first half of 2016 compared to the same periods in the prior year was caused primarily by lower overdraft fees. The decline in insurance and investment commissions in the second quarter and the first six months of 2016 compared to the same periods in 2015 resulted primarily from lower commissions from sales of real estate investment trusts. Gains on sales of loans grew $110,000 in the second quarter and $26,000 in the first half of 2016 compared to the same periods in the prior year as a result of increased residential mortgage originations. An increase of $111,000 in the second quarter and $173,000 in the first six months of 2016 in gains on sales of securities when compared to the same periods in 2015 resulted from higher sales activity in the current year. A lower loss on sales of other assets in the second quarter and first half of 2016 compared to the same periods in 2015 resulted from less write-downs of other real estate owned property in those periods. A death benefit of $308,000 received on a bank owned life insurance policy in the first quarter of 2015 was the cause of the decline in earnings on life insurance policies in the first six months of 2016 compared to the similar period in the prior year.
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Noninterest Expense
Total noninterest expense increased $416,000 in the second quarter of 2016 and $654,000 in the first six months of 2016 compared to the same periods in 2015. Salaries and benefits expense increased $351,000 in the second quarter and $463,000 in the first six months of 2016 compared to the same periods in the prior year. The increase in salaries and benefits was the result of higher costs related to salaries and stock compensation expense, which were partially offset by lower commission expenses. An increase of $145,000 in occupancy and equipment expense in the first half of 2016 compared to the same period in 2015 was partially due to the opening of a new loan production office and higher expenses related to general repairs and maintenance. Other noninterest expense increases in the first half of 2016 compared to the first six months of 2015 were caused primarily by higher donation and recruiting expenses.
Income Tax Expense
Income tax expense was $947,000 in the first six months of 2016 compared to $996,000 for the same period in 2015. The effective tax rate was 25.8% for 2016 and 24.5% for 2015. The increase in the effective tax rate in 2016 compared to 2015 was due to the effect of a $308,000 nontaxable death benefit received in the first quarter of 2015 from a bank owned life insurance policy.
FINANCIAL CONDITION
Securities
The securities available for sale portfolio increased $3.9 million in the second quarter and increased $15.0 million in the first six months of 2016. The increase in the securities portfolio resulted from ChoiceOne’s desire to grow earning assets. Various securities totaling $47.4 million were purchased in the first half of 2016 to provide earning assets and to replace maturities, principal repayments, and calls within the securities portfolio. Approximately $21.7 million in various securities were called or matured since the end of 2015. Principal repayments on securities totaled $1.1 million in the first six months of 2016. Approximately $11.2 million of securities were sold in the first six months of 2016 for a net gain of $226,000.
Loans
The loan portfolio (excluding loans held for sale) increased $5.9 million in the second quarter of 2016 and increased $7.9 million in the first six months of 2016. Commercial real estate loans increased $8.5 million, agriculture loans decreased by $5.6 million and commercial and industrial loans increased by $3.4 million during the first half of 2016. The decrease in agricultural loans was caused in part by seasonal pay downs by borrowers. Consumer and residential real estate loans have also increased in the first six months of 2016 with growth of $0.8 million and $0.8 million, respectively since the end of December. The environment for loan originations in ChoiceOne’s market area has become increasingly competitive.
Asset Quality
Information regarding impaired loans can be found in Note 3 to the consolidated financial statements included in this report. The total balance of loans classified as impaired was $6.0 million as of June 30, 2016, compared to $6.3 million as of March 31, 2016 and $5.6 million as of December 31, 2015. A decline in the balance of impaired commercial real estate loans of $455,000 during the second quarter of 2016 was offset by an increase of $256,000 in residential real estate loans classified as impaired.
As part of its review of the loan portfolio, management also monitors the various nonperforming loans. Nonperforming loans are comprised of: (1) loans accounted for on a nonaccrual basis; (2) loans, not included in nonaccrual loans, which are contractually past due 90 days or more as to interest or principal payments; and (3) loans, not included in nonaccrual or loans past due 90 days or more, which are considered troubled debt restructurings.
The balances of these nonperforming loans were as follows:
At June 30, 2016, nonaccrual loans included $46,000 in agricultural loans, $289,000 in commercial and industrial loans, $1,719,000 in commercial real estate loans, and $582,000 in residential real estate loans. At December 31, 2015, 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. Management believes the allowance allocated to its nonperforming loans is sufficient at June 30, 2016.
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Deposits and Borrowings
Total deposits decreased $16.0 million in the second quarter of 2016 and $10.9 million since the end of 2015. Checking and savings deposits declined $10.3 million in the first six months of 2016, while certificates of deposit decreased $0.6 million. ChoiceOne continued to place an emphasis on building its core deposits base in 2016. The decrease in deposits in the first half of 2016 was a normal seasonal fluctuation for ChoiceOne.
A decrease of $4.1 million in repurchase agreements in the first six months of 2016 was due to normal fluctuations in funds provided by bank customers. Certain securities are sold under agreements to repurchase them the following day. Management plans to continue this practice as a low-cost source of funding. Federal Home Loan Bank advances grew $34.0 million in the first half of 2016 as advances were used to provide funding for earning asset growth and to replace the decline in deposits.
Shareholders’ Equity
Total shareholders’ equity increased $2.6 million from December 31, 2015 to June 30, 2016. Growth in equity resulted from current year’s net income, an increase in accumulated other comprehensive income, and proceeds from the issuance of ChoiceOne stock, which were offset by cash dividends paid and repurchases of stock. The $1.2 million in other comprehensive income since the end of 2015 was caused by an increase in net unrealized gains on available for sale securities. The change in unrealized gains resulted from decreases in certain interest rate terms since December 31, 2015, which increased the market value of the Bank’s securities.
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Following is information regarding the Bank’s compliance with regulatory capital requirements:
Management reviews the capital levels of ChoiceOne and the Bank on a regular basis. The Board of Directors (the “Board”) and management believe that the capital levels as of June 30, 2016 are adequate for the foreseeable future. The Board’s determination of appropriate cash dividends for future periods will be based on, among other things, market conditions and ChoiceOne’s requirements for cash and capital.
Liquidity
Net cash provided from operating activities was $6.4 million for the six months ended June 30, 2016 compared to $3.2 million provided in the same period a year ago. The change was caused by an increase in net cash flows provided by loans originated for sale in the secondary market. Net cash used for investing activities was $21.5 million for the first half of 2016, compared to net cash provided of $1.0 million in the same period in 2015. The change was due to an increase in loan balances in the first half of 2016 in contrast with a decrease in the same period in 2015. Also contributing to the change was a higher level of securities growth in 2016 than in 2015. Net cash provided from financing activities was $17.4 million in the first six months of 2016 compared to net cash used from financing activities of $5.6 million during the same period in the prior year. A higher level of net proceeds from Federal Home Loan Bank advances was partially offset by a decline in deposits in the first half of 2016.
Management believes that the current level of liquidity is sufficient to meet the Bank’s normal operating needs. This belief is based upon the availability of deposits from both the local and national markets, maturities of securities, normal loan repayments, income retention, federal funds purchased from correspondent banks, and advances available from the Federal Home Loan Bank. The Bank also has a secured line of credit available from the Federal Reserve Bank.
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Item 4. Controls and Procedures.
An evaluation was performed under the supervision and with the participation of ChoiceOne’s management, including the Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of ChoiceOne’s disclosure controls and procedures. Based on and as of the time of that evaluation, ChoiceOne’s management, including the Chief Executive Officer and Principal Financial Officer, concluded that ChoiceOne’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that material information required to be disclosed in the reports that ChoiceOne files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that ChoiceOne files or submits under the Exchange Act is accumulated and communicated to management, including ChoiceOne’s principal executive and principal financial officers, as appropriate to allow for timely decisions regarding required disclosure. There was no change in ChoiceOne’s internal control over financial reporting that occurred during the three months ended June 30, 2016 that has materially affected, or that is reasonably likely to materially affect, ChoiceOne’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material pending legal proceedings to which ChoiceOne or the Bank is a party or to which any of their properties are subject, except for proceedings that arose in the ordinary course of business. In the belief of management, pending or current legal proceedings should not have a material effect on the consolidated financial condition of ChoiceOne.
Item 1A. Risk Factors.
Information concerning risk factors is contained in the discussion in Item 1A, “Risk Factors,” in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2015. As of the date of this report, ChoiceOne does not believe that there has been a material change in the nature or categories of ChoiceOne’s risk factors, as compared to the information disclosed in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2015.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On April 27, 2016, ChoiceOne issued 731 shares of common stock, without par value, to the directors of ChoiceOne pursuant to the Directors’ Stock Purchase Plan for an aggregate cash price of $17,000. On May 18, 2016, ChoiceOne issued 1,789 shares of common stock, without par value, to the directors of ChoiceOne pursuant to the Directors’ Stock Purchase Plan for an aggregate cash price of $41,000. ChoiceOne relied on the exemption contained in Section 4(a)(5) of the Securities Act of 1933 in connection with these sales.
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ISSUER PURCHASES OF EQUITY SECURITIES
The following table provides information regarding ChoiceOne’s purchases of its common stock during the quarter ended June 30, 2016.
Item 6. Exhibits
The following exhibits are filed or incorporated by reference as part of this report:
32.1
101.1
Interactive Data File.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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