Skip to main content

8-K

Choiceone Financial Services Inc (COFS)

8-K 2023-01-25 For: 2023-01-25
View Original
Added on April 12, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2023

ChoiceOne Financial Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Michigan<br> (State or Other Jurisdiction<br> of Incorporation) 000-19202<br> (Commission<br> File Number) 38-2659066<br> (IRS Employer<br> Identification No.)
109 E. Division Street Sparta, Michigan<br> (Address of Principal Executive Offices) 49345<br> (Zip Code)
--- ---

Registrant's telephone number, including area code: (616) 887-7366

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock COFS NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02 Results of Operations and Financial Condition.

On January 25, 2023, ChoiceOne Financial Services, Inc. issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. This Report and the Exhibit are furnished to, and not filed with, the Commission.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release dated January 25, 2023.  This Exhibit is furnished to, and not filed with, the Commission.
104 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit Number Document
99.1 Press Release dated January 25, 2023.  This Exhibit is furnished to, and not filed with, the Commission.

-2-


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 hereunto duly authorized.

Dated: January 25, 2023 CHOICEONE FINANCIAL SERVICES, INC.<br> (Registrant)
By: /s/ Adom J. Greenland
Adom J. Greenland<br> Its Treasurer

-3-

ex_451964.htm

EXHIBIT 99.1

**** logo.jpg

News Release

ChoiceOne Financial Reports Fourth Quarter and Year End 2022 Results

Sparta, Michigan – January 25, 2023 – ChoiceOne Financial Services, Inc. ("ChoiceOne", NASDAQ:COFS), the parent company for ChoiceOne Bank, reported financial results for the quarter ended December 31, 2022.

Financial Highlights

ChoiceOne reported net income of $6,684,000 and $23,640,000 for the three and twelve months ended December 31, 2022, compared to $5,012,000 and $22,042,000 for the same periods in 2021.
Diluted earnings per share were $0.89 and $3.15 in the three and twelve months ended December 31, 2022, compared to $0.66 and $2.86 per share in the same periods in the prior year.
--- ---
Core loans, which exclude Paycheck Protection Program (“PPP”) loans, held for sale loans, and loans to other financial institutions, grew organically by $57.4 million or 20.3% on an annualized basis during the fourth quarter of 2022 and $206.1 million or 21.0% during the full year 2022.
--- ---
Deposits increased by $65.7 million or 3.2% for the full year 2022 with related deposit interest expense increasing $2.5 million.  Deposits declined $38.7 million in the fourth quarter of 2022 due to some seasonality in municipal deposits and increased competition.
--- ---
ChoiceOne opened a loan production office in Oakland County, Michigan during the fourth quarter 2022.  It is intended that this location will host both commercial and mortgage lenders and is ChoiceOne's fourth loan production office opened in recent years.
--- ---
ChoiceOne plans to launch an enhanced treasury services online platform for business clients in 2023.  This new platform targets mid-sized businesses and municipalities who require enhanced reporting, security, and payment capabilities.

"Our investment in growing an experienced commercial lending team continues to drive strong organic core loan growth, with core loans growing organically over 20% during 2022,” said Kelly Potes, Chief Executive Officer.  "Our focus on customer relationships is reflected in our deposit balances which increased $65.7 million compared to the end of 2021 despite increased pressure from competition.  With higher interest rates, our local low-cost core deposit franchise provides significant value, and we expect to continue to fund our growth with local deposits and other on-balance sheet liquidity.”

ChoiceOne reported net income of $6,684,000 and $23,640,000 for the three and twelve months ended December 31, 2022, compared to $5,012,000 and $22,042,000 for the same periods in 2021.  Diluted earnings per share were $0.89 and $3.15 in the three and twelve months ended December 31, 2022, compared to $0.66 and $2.86 per share in the same periods in the prior year.

Total assets as of December 31, 2022, increased $19.2 million as compared to December 31, 2021.  ChoiceOne saw deposits decline $38.7 million in the fourth quarter of 2022 due to some seasonality in municipal deposits and increased competition.  The cost of these deposits also increased by $940,000 in the fourth quarter of 2022 compared to the third quarter of 2022 and $1.8 million compared to the fourth quarter of 2021.  Deposits have increased by $65.7 million in the twelve months ended December 31, 2022; however, during that time deposit expense has increased $2.5 million.  Cost of interest-bearing deposits increased to 0.66% in the fourth quarter of 2022 primarily due to the increases in rates offered to retain clients and an increased interest in certificates of deposit. ChoiceOne is actively managing these costs while still retaining funds, and anticipates that deposit expense will continue to lag the expected additional increases in the federal funds rate.  Borrowing interest expense for the twelve months ended December 31, 2022, increased $1.2 million as compared to the same period in 2021 primarily due to the issuance of $32.5 million in subordinated debt that was completed in the third quarter of 2021 and the increase in rates on borrowings.

Core loans grew organically by $57.4 million or 20.3% on an annualized basis during the fourth quarter of 2022 and $206.1 million or 21.0% during the full year 2022.  Loans to other financial institutions, consisting of a warehouse line of credit, were suspended at the end of the third quarter 2022 to preserve liquidity for loan growth. ChoiceOne continues to have ample on balance sheet liquidity to fund future loan growth, including an estimated $168 million of cash flow from securities over the next two years.  Interest income increased $10.4 million in the twelve months ended December 31, 2022, compared to the same period in the prior year.  The increase was driven by a $6.3 million increase in securities interest income despite the average balance of securities decreasing $7.0 million during the year.  In 2022, ChoiceOne liquidated a total of $46.8 million in securities resulting in an $809,000 realized loss, in order to redeploy funds into higher yielding loans and securities, and to reduce the risk of extension on certain fixed income securities which include a call option.  $4.2 million of the increase in interest income is from loan interest income and was primarily a result of higher loan balances and $2.0 million of accretion income from acquired loans partially offset by a decrease in PPP fee income of $3.9 million.

ChoiceOne had $250,000 of provision for loan losses expense for the year ended December 31, 2022.  Management has seen declining deferrals and very few past due loans; however, the additional provision was deemed necessary due to consistent loan growth.  On December 31, 2022, the allowance for loan losses represented 0.64% of total loans.  ChoiceOne will adopt ASU 2016-13 current expected credit loss ("CECL") on January 1, 2023.  Due to the current economic environment, the nature of the new calculation, and purchase accounting with our recent mergers, we anticipate an increase in our current reserve of between $6.5 million and $7.0 million which results in a reserve to total loan coverage ratio between 1.15% and 1.20% on January 1, 2023.  Approximately 20% to 25% of this increase is related to the migration of purchased loans into the portfolio assessed by the CECL calculation.  Purchased loans carry approximately $4 million of accretable yield which will be recognized into income over the remaining life of the loans.  ChoiceOne will also book a liability for expected credit losses on unfunded loans and other commitments of between $2.5 million to $3.0 million related to the adoption of CECL guidance.  These unfunded loans are open credit lines with current customers and loans approved by ChoiceOne but not funded.  The increase in the reserve and the cost of the liability will be funded through equity, net of tax, in accordance with FASB guidance.

Shareholders’ equity totaled $168.9 million as of December 31, 2022, down from $221.7 million as of December 31, 2021, primarily due to an increase in the after-tax net unrealized loss on securities available for sale resulting from higher market interest rates. ChoiceOne's derivative strategy implemented during the second quarter of 2022 and repositioned during the fourth quarter of 2022, is expected to better prepare the bank should rates continue to rise.  The net impact on equity of the derivative strategy as of December 31, 2022, was $957,000 net of tax.  ChoiceOne Bank remains “well-capitalized” with a total risk-based capital ratio of 13.0% as of December 31, 2022, compared to 12.9% on December 31, 2021.  No shares of common stock were repurchased during the fourth quarter of 2022; however, ChoiceOne may strategically repurchase shares of common stock in the future depending on market and other conditions.

Total noninterest income declined $5.1 million during the year ended 2022 compared to the year ended 2021.  $4.1 million of this decline is due to the change in the mortgage sales environment from the prior year.  With the rapid rise in interest rates, refinancing activity has slowed, and demand has shifted towards adjustable-rate products. Customer service charges increased $722,000 during 2022 compared to 2021 as prior year service charges were depressed by the effects of the COVID-19 pandemic.  The change in market value of equity securities declined $1.4 million during 2022 compared to 2021 consistent with general market conditions.  Equity investments include local community bank stocks and Community Reinvestment Act bond mutual funds.

Total noninterest expense increased $557,000, or 1.1%, in 2022 compared to 2021.  Overall expense management was a focus in 2022 and will continue to be in 2023 given inflationary pressures.  The increase in total noninterest expense was related to an increase in salaries and wages due to annual wage increases and the addition of new commercial loan production and wealth management staff.   This increase was offset by decreases in other categories including professional fees.  ChoiceOne continues to monitor expenses and looks to improve our efficiency through automation and use of digital tools. ChoiceOne plans to launch an enhanced treasury services online platform for business clients in 2023.  This new platform targets mid-sized businesses and municipalities who require enhanced reporting, security, and payment capabilities. Management believes that continuing to invest in our technology and people is the right way to maintain sustainable growth.

Potes further commented, “Our growth and well managed expenses in 2022 are a result of the hard work of our employees and the client relationships that they foster.  ChoiceOne’s mission is to provide superior service, quality advice, and treat all we meet with utmost respect.  Our value is not measured in the interest rate we pay, but the interest we take in our client’s success.  I am very pleased with our 2022 results and believe we have the right pieces in place to have a successful 2023.”

1


About ChoiceOne

ChoiceOne Financial Services, Inc. is a financial holding company headquartered in Sparta, Michigan and the parent corporation of ChoiceOne Bank. Member FDIC. ChoiceOne Bank operates 36 offices in parts of Kent, Lapeer, Macomb, Muskegon, Newaygo, Ottawa, and St. Clair counties. ChoiceOne Bank offers insurance and investment products through its subsidiary, ChoiceOne Insurance Agencies, Inc. For more information, please visit Investor Relations at ChoiceOne’s website at choiceone.com.

Forward-Looking Statements

This release may contain forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," "may," "could," "look forward," "continue", "future", "will" and variations of such words and similar expressions are intended to identify such forward looking statements. These statements reflect current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements 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 described in Item 1A in ChoiceOne Financial Services, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021.

For Further Information:

Adom Greenland

Executive Vice President & CFO

(616) 887 - 2334

IR@ChoiceOne.com

2


Condensed Balance Sheets(Unaudited)


(In thousands) 12/31/2022 12/31/2021
Cash and cash equivalents $ 43,943 $ 31,887
Securities Held to Maturity 425,906 -
Securities Available for Sale 546,897 1,116,265
Loans held for sale 4,834 9,351
Loans to other financial institutions - 42,632
Loans, net of allowance for loan losses 1,182,163 1,009,160
Premises and equipment 28,232 29,880
Cash surrender value of life insurance policies 43,978 43,356
Goodwill 59,946 59,946
Core deposit intangible 2,809 3,962
Other assets 47,206 20,243
Total Assets $ 2,385,914 $ 2,366,682
Noninterest-bearing deposits $ 599,579 $ 560,931
Interest-bearing deposits 1,518,424 1,491,363
Borrowings 50,000 50,000
Subordinated debentures 35,262 35,017
Other liabilities 13,775 7,702
Total Liabilities 2,217,040 2,145,013
Common stock and paid-in capital, no par value; shares authorized: 12,000,000; shares outstanding: 7,516,098 at December 31, 2022 and 7,510,379 at December 31, 2021 172,277 171,913
Retained earnings 68,394 52,332
Accumulated other comprehensive income (loss), net (71,797 ) (2,576 )
Shareholders' Equity 168,874 221,669
Total Liabilities and Shareholders’ Equity $ 2,385,914 $ 2,366,682

3


Condensed Statements of Income(Unaudited)

Three Months Ended Twelve Months Ended
(In thousands, except per share data) 12/31/2022 12/31/2021 12/31/2022 12/31/2021
Interest income
Loans, including fees $ 14,391 $ 12,002 $ 52,823 $ 48,657
Securities and other 6,244 4,816 22,237 15,961
Total Interest Income 20,635 16,818 75,060 64,618
Interest expense
Deposits 2,503 749 5,845 3,305
Borrowings 766 324 1,901 672
Total Interest Expense 3,269 1,073 7,746 3,977
Net interest income 17,366 15,745 67,314 60,641
Provision for loan losses 150 - 250 416
Net Interest Income After Provision for Loan Losses 17,216 15,745 67,064 60,225
Noninterest income
Customer service charges 2,350 2,319 9,350 8,628
Insurance and investment commissions 183 141 779 765
Gains on sales of loans 220 1,061 2,343 6,402
Gains (loss) on sales of securities (4 ) (43 ) (809 ) (40 )
Gains (loss) on sales of other assets (73 ) 3 99 6
Trust income 206 178 734 790
Earnings on life insurance policies 519 239 1,312 809
Change in market value of equity securities 51 18 (955 ) 479
Other income 297 228 1,219 1,355
Total Noninterest Income 3,749 4,144 14,072 19,194
Noninterest expense
Salaries and benefits 7,580 7,581 30,391 29,300
Occupancy and equipment 1,501 1,577 6,189 6,168
Data processing 1,673 1,616 6,729 6,189
Professional fees 547 583 2,175 3,009
Core deposit intangible amortization 252 302 1,153 1,307
Other expenses 1,662 2,099 6,841 6,948
Total Noninterest Expense 13,215 13,758 53,478 52,921
Income Before Income Tax 7,750 6,131 27,658 26,498
Income Tax Expense 1,066 1,119 4,018 4,456
Net Income $ 6,684 $ 5,012 $ 23,640 $ 22,042
Basic Earnings Per Share $ 0.89 $ 0.67 $ 3.15 $ 2.87
Diluted Earnings Per Share $ 0.89 $ 0.66 $ 3.15 $ 2.86

4


Other Selected Financial Highlights

(Unaudited)

Quarterly
Earnings 2022 4th Qtr. 2022 3rd Qtr. 2022 2nd Qtr. 2022 1st Qtr. 2021 4th Qtr.
(in thousands except per share data)
Net interest income $ 17,366 $ 17,338 $ 16,289 $ 16,321 $ 15,745
Provision for loan losses 150 100 - - -
Noninterest income 3,749 3,047 3,430 3,845 4,144
Noninterest expense 13,215 13,416 13,157 13,690 13,758
Net income before federal income tax expense 7,750 6,869 6,562 6,476 6,131
Income tax expense 1,066 1,056 947 948 1,119
Net income 6,684 5,813 5,615 5,528 5,012
Basic earnings per share 0.89 0.77 0.75 0.74 0.67
Diluted earnings per share 0.89 0.77 0.75 0.74 0.66
End of period balances 2022 4th Qtr. 2022 3rd Qtr. 2022 2nd Qtr. 2022 1st Qtr. 2021 4th Qtr.
--- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Gross loans $ 1,194,616 $ 1,141,319 $ 1,129,439 $ 1,040,856 $ 1,068,832
Loans held for sale (1) 4,834 8,848 10,628 13,450 9,351
Loans to other financial institutions (2) - 70 37,422 - 42,632
PPP loans (3) - - 1,758 8,476 33,129
Core loans (gross loans excluding 1, 2, and 3 above) 1,189,782 1,132,401 1,079,631 1,018,930 983,720
Allowance for loan losses 7,619 7,457 7,416 7,601 7,688
Securities available for sale 546,897 546,627 582,987 657,887 1,116,264
Securities held to maturity 425,906 428,205 429,675 429,918 -
Other interest-earning assets 15,447 21,744 9,532 62,945 9,751
Total earning assets (before allowance) 2,182,866 2,137,895 2,151,633 2,191,606 2,194,847
Total assets 2,385,914 2,363,529 2,360,205 2,376,778 2,366,682
Noninterest-bearing deposits 599,579 599,360 578,927 565,657 560,931
Interest-bearing deposits 1,518,424 1,557,294 1,559,577 1,579,944 1,491,363
Total deposits 2,118,003 2,156,654 2,138,504 2,145,601 2,052,294
Total subordinated debt 35,262 35,201 35,140 35,078 35,017
Total borrowed funds 50,000 - 7,000 - 50,000
Total interest-bearing liabilities 1,603,686 1,592,495 1,601,717 1,615,022 1,576,380
Shareholders' equity 168,874 156,657 166,460 191,118 221,669
Average Balances 2022 4th Qtr. 2022 3rd Qtr. 2022 2nd Qtr. 2022 1st Qtr. 2021 4th Qtr.
--- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Loans $ 1,169,605 $ 1,128,679 $ 1,076,934 $ 1,037,646 $ 1,019,966
Securities 1,072,594 1,079,584 1,098,419 1,130,681 1,079,616
Other interest-earning assets 14,809 45,210 40,728 36,460 29,999
Total earning assets (before allowance) 2,257,008 2,253,473 2,216,081 2,204,787 2,129,581
Total assets 2,373,851 2,389,550 2,361,479 2,375,864 2,298,579
Noninterest-bearing deposits 605,318 593,793 578,943 553,267 556,214
Interest-bearing deposits 1,522,510 1,576,240 1,555,721 1,548,685 1,472,022
Total deposits 2,127,828 2,170,033 2,134,664 2,101,952 2,028,236
Total subordinated debt 35,230 35,168 35,095 35,342 35,674
Total borrowed funds 36,773 2,414 5,765 10,239 8,010
Total interest-bearing liabilities 1,594,513 1,613,822 1,596,581 1,594,266 1,515,706
Shareholders' equity 160,284 164,758 177,085 206,280 221,076
Performance Ratios 2022 4th Qtr. 2022 3rd Qtr. 2022 2nd Qtr. 2022 1st Qtr. 2021 4th Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Return on average assets 1.13 % 0.97 % 0.95 % 0.93 % 0.87 %
Return on average equity 16.68 % 14.11 % 12.68 % 10.72 % 9.07 %
Return on average tangible common equity 26.63 % 21.96 % 18.87 % 14.85 % 12.16 %
Net interest margin (fully tax-equivalent) 3.15 % 3.15 % 3.02 % 3.04 % 3.04 %
Efficiency ratio 60.15 % 61.06 % 61.43 % 64.37 % 66.15 %
Cost of funds 0.59 % 0.35 % 0.25 % 0.21 % 0.21 %
Cost of deposits 0.47 % 0.29 % 0.19 % 0.15 % 0.15 %
Shareholders' equity to total assets 7.08 % 6.63 % 7.05 % 8.04 % 9.37 %
Tangible common equity to tangible assets 4.57 % 4.07 % 4.49 % 5.51 % 6.85 %
Full-time equivalent employees 376 383 380 376 374

5


Capital Ratios ChoiceOne Financial Services Inc. 2022 4th Qtr. 2022 3rd Qtr. 2022 2nd Qtr. 2022 1st Qtr. 2021 4th Qtr.
Total capital (to risk weighted assets) 13.8 % 13.7 % 13.8 % 14.6 % 14.4 %
Common equity Tier 1 capital (to risk weighted assets) 11.1 % 10.9 % 11.0 % 11.5 % 11.3 %
Tier 1 capital (to risk weighted assets) 11.4 % 11.2 % 11.3 % 11.9 % 11.6 %
Tier 1 capital (to average assets) 7.9 % 7.6 % 7.5 % 7.3 % 7.4 %
Capital Ratios ChoiceOne Bank 2022 4th Qtr. 2022 3rd Qtr. 2022 2nd Qtr. 2022 1st Qtr. 2021 4th Qtr.
Total capital (to risk weighted assets) 13.0 % 12.8 % 12.7 % 13.3 % 12.9 %
Common equity Tier 1 capital (to risk weighted assets) 12.5 % 12.3 % 12.2 % 12.8 % 12.3 %
Tier 1 capital (to risk weighted assets) 12.5 % 12.3 % 12.2 % 12.8 % 12.3 %
Tier 1 capital (to average assets) 8.7 % 8.3 % 8.1 % 7.9 % 7.8 %
Asset Quality 2022 4th Qtr. 2022 3rd Qtr. 2022 2nd Qtr. 2022 1st Qtr. 2021 4th Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Net loan charge-offs (recoveries) $ (12 ) $ 59 $ 185 $ 87 $ 67
Annualized net loan charge-offs (recoveries) to average loans 0.00 % 0.02 % 0.07 % 0.03 % 0.03 %
Allowance for loan losses $ 7,619 $ 7,457 $ 7,416 $ 7,601 $ 7,688
Allowance to loans (excludes held for sale) 0.64 % 0.66 % 0.66 % 0.74 % 0.73 %
Non-Accruing loans $ 1,263 $ 1,197 $ 1,242 $ 1,167 $ 1,727
Non performing loans (includes OREO) 2,666 2,628 2,714 4,852 5,737
Nonperforming loans to total loans (excludes held for sale) 0.22 % 0.23 % 0.24 % 0.47 % 0.54 %
Nonperforming assets to total assets 0.11 % 0.11 % 0.11 % 0.20 % 0.24 %

6