ChoiceOne Financial Services(COFS) - 2020 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements Interim consolidated financial statements reflect significant asset and net income growth driven by recent mergers and increased net interest income Consolidated Balance Sheets Total assets grew to $1.83 billion by September 30, 2020, primarily due to merger-driven increases in loans and deposits Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2020 (Unaudited) | Dec 31, 2019 (Audited) | | :--- | :--- | :--- | | Total Assets | $1,828,984 | $1,386,128 | | Cash and cash equivalents | $117,883 | $59,558 | | Loans, net | $1,072,111 | $797,991 | | Goodwill | $60,506 | $52,870 | | Total Liabilities | $1,606,058 | $1,193,989 | | Total deposits | $1,586,370 | $1,154,602 | | Total Shareholders' Equity | $222,926 | $192,139 | Consolidated Statements of Income Net income for the nine months ended September 30, 2020, significantly increased to $11.5 million, driven by higher net interest and noninterest income Income Statement Summary (in thousands, except per share data) | Metric | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | Net Interest Income | $37,079 | $16,567 | | Provision for loan losses | $3,000 | $0 | | Noninterest Income | $17,009 | $5,721 | | Noninterest Expense | $37,115 | $17,473 | | Net Income | $11,513 | $4,144 | | Diluted EPS | $1.55 | $1.14 | | Dividends declared per share | $0.60 | $1.20 | Consolidated Statements of Cash Flows Net cash increased by $58.3 million for the nine months ended September 30, 2020, driven by financing activities despite operating and investing outflows Cash Flow Summary (Nine Months Ended Sep 30, in thousands) | Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash (used in)/provided by operating activities | $(20,256) | $5,420 | | Net cash (used in)/provided by investing activities | $(97,979) | $8,479 | | Net cash provided by/(used in) financing activities | $176,560 | $(17,015) | | Net change in cash and cash equivalents | $58,325 | $(3,116) | Notes to Interim Consolidated Financial Statements Notes detail accounting policies, business combinations, and specific financial statement components like securities, loans, and fair value measurements - On July 1, 2020, ChoiceOne completed the merger of Community Shores Bank Corporation, which was consolidated into ChoiceOne Bank on October 16, 2020[25] - The company adopted ASU No. 2016-13 (CECL) with an effective date for fiscal years beginning after December 15, 2022, as it is a smaller reporting company. Management is currently evaluating the impact[39] - A qualitative assessment of goodwill as of June 30, 2020, concluded that it was more likely than not that the fair value exceeded the carrying value, and no impairment was necessary[41] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management attributes significant growth to mergers, with COVID-19 impacting loan loss provisions and PPP loan origination, while maintaining stable net interest margin and strong capital Results of Operations Net income significantly increased in Q3 and the first nine months of 2020, primarily due to mergers and PPP loan processing Net Income Performance (in thousands) | Period | Net Income | YoY Change | | :--- | :--- | :--- | | Q3 2020 | $3,829 | +275% | | Nine Months 2020 | $11,513 | +178% | - The company processed over $126 million in Paycheck Protection Program (PPP) loans through September 30, 2020, and acquired an additional $37 million in PPP loans from the Community Shores merger. Net fees of $4.5 million are being recognized over the life of the loans[117] - Cash dividends of $0.60 per share were declared in the first nine months of 2020, compared to $1.20 per share in the prior year, which had included a special dividend related to the County merger[118] Net Interest Income Tax-equivalent net interest income increased by $20.7 million due to merger-driven balance sheet growth, maintaining a stable net interest margin of 3.42% - Tax-equivalent net interest income increased by $20.7 million in the first nine months of 2020 compared to 2019[131] - Net interest margin on a tax-equivalent basis was 3.42% for the first nine months of 2020, a slight decrease from 3.43% in the same period of 2019[131] - Interest income was supported by $1.8 million in loan fees recognized from PPP loans in the first nine months of 2020[131] Provision and Allowance for Loan Losses A $3.0 million provision for loan losses was recorded due to loan growth and COVID-19 uncertainty, with the allowance at 0.62% of total loans - A provision for loan losses of $3,000,000 was recorded in the first nine months of 2020, primarily due to loan growth and the economic impact of the COVID-19 pandemic[135] - The allowance for loan losses to total loans was 0.62% at Sept 30, 2020. Including the credit mark on acquired loans, the ratio would be 1.52%[135] - The company granted approximately 750 payment deferrals on loans totaling $148 million. By September 30, 2020, active deferrals had decreased to less than 50 loans with balances of $10.3 million[137] Financial Condition Financial condition strengthened with total assets reaching $1.83 billion, driven by mergers, loan growth, and deposit increases, while maintaining stable asset quality and strong capital ratios - Total loans grew by $276.7 million from year-end 2019, including $174.0 million from the Community Shores merger and $126.1 million in PPP loans originated by ChoiceOne[146] - Total deposits increased by $431.8 million in the first nine months of 2020, with $227.8 million from the Community Shores merger and additional growth from government stimulus and PPP loan proceeds[154] Nonperforming Loan Balances (in thousands) | Category | Sep 30, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Nonaccrual loans | $5,081 | $4,687 | | Accruing loans past due 90+ days | $157 | $0 | | Troubled Debt Restructurings (not included above) | $1,790 | $1,726 | | Total | $7,028 | $6,413 | Non-GAAP Financial Measures Non-GAAP measures, including adjusted net income of $13.7 million and adjusted diluted EPS of $1.84, provide a clearer view of operational performance by excluding merger-related expenses Non-GAAP Reconciliation (Nine Months Ended Sep 30, 2020, in thousands) | Metric | As Reported (GAAP) | Adjustments | As Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | | Net Income | $11,513 | $2,167 | $13,680 | | Diluted EPS | $1.55 | $0.29 | $1.84 | Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of September 30, 2020, with no material changes to internal control over financial reporting - Management concluded that ChoiceOne's disclosure controls and procedures were effective as of September 30, 2020[170] - No changes in internal control over financial reporting occurred during Q3 2020 that materially affected, or are reasonably likely to materially affect, the company's internal controls[170] PART II. OTHER INFORMATION Item 1. Legal Proceedings No material pending legal proceedings are reported, with current proceedings not expected to materially affect financial condition - There are no material pending legal proceedings against ChoiceOne or its subsidiaries, other than those arising in the ordinary course of business[172] Item 1A. Risk Factors The ongoing COVID-19 pandemic and related economic and legal uncertainties in Michigan pose significant risks to business operations and financial condition - The continuing global coronavirus (COVID-19) outbreak and related uncertainty in Michigan could adversely affect the business and results of operations[174] - Uncertainty regarding legal requirements in Michigan, following a State Supreme Court decision invalidating the governor's executive orders, may negatively impact ChoiceOne and its customers[177] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales or issuer purchases of equity securities occurred during the third quarter of 2020 - There were no unregistered sales of equity securities in the third quarter of 2020[181] - There were no issuer purchases of equity securities during the third quarter of 2020[184] Item 5. Other Information No other information is reported for this item - None[185] Item 6. Exhibits This section lists filed exhibits, including merger agreements, corporate governance documents, and required CEO/CFO certifications - Exhibits filed include merger agreements for County Bank Corp and Community Shores Bank Corporation, corporate governance documents, and required CEO/CFO certifications (31.1, 31.2, 32.1)[186]