Choiceone Financial Services Inc 8-K, filed Jul 28, 2020
Choiceone Financial Services Inc (COFS)
About this 8-K
Choiceone Financial Services Inc filed this 8-K on July 28, 2020, reporting on events of June 30, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES 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): July 28, 2020
ChoiceOne Financial Services, Inc.
(Exact Name of Registrant as
Specified in its Charter)
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Michigan |
000-19202 |
38-2659066 |
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109 E. Division Street |
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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:
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Title of each class |
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Name of each exchange on which registered |
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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. ☐
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Item 2.02 |
Results of Operations and Financial Condition. |
On July 28, 2020, 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.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits: |
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Press Release dated July 28, 2020. This Exhibit is furnished to, and not filed with, the Commission. |
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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 hereunto duly authorized.
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Dated: |
July 28, 2020 |
CHOICEONE FINANCIAL SERVICES, INC. |
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By: |
/s/ Thomas L. Lampen |
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Thomas L. Lampen |
EXHIBIT INDEX
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Exhibit Number |
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Document |
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Press Release dated July 28, 2020. This Exhibit is furnished to, and not filed with, the Commission. |
EXHIBIT 99.1
News Release
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Contact: |
Tom Lampen, ChoiceOne Bank |
ChoiceOne Financial Reports Second quarter 2020 Results
Sparta, Michigan – July 28, 2020 – ChoiceOne Financial Services, Inc. (NASDAQ:COFS), the parent company for ChoiceOne Bank and, as of July 1, 2020, Community Shores Bank, reported financial results for the quarter ended June 30, 2020. The reported results for the second quarter of 2020 do not include the financial results for Community Shores Bank Corporation, which was merged with and into ChoiceOne on July 1, 2020.
As we continue to work through the challenges that many of our Michigan families, businesses and communities face due to the coronavirus pandemic, we have serious measures in place to keep our customers and employees safe,” said ChoiceOne CEO Kelly Potes. “Our branch offices are open, but we are continuing to emphasize using our online and mobile banking options. We are encouraging any of our customers who are facing a hardship to contact us immediately. ChoiceOne has deferred numerous mortgage and consumer loan and commercial loan payments. As an SBA lender, we continue to proactively work with our small business customers across West and Southeast Michigan to process their Paycheck Protection Program loans. Our strong capital and liquidity – along with our increased size and scale – continue to be valuable assets as we move forward during these challenging times for our customers.”
Financial Highlights
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Net income of $4,431,000 in the second quarter of 2020 compared to $1,487,000 in the same period in 2019. |
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Diluted earnings per share of $0.61 compared to $0.41 per share in the second quarter of the prior year. |
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Excluding $462,000 in tax-effected merger expenses, net income in the second quarter of 2020 was $4,893,000 or $0.67 per diluted share. |
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Loans, net of allowance for loan losses grew $100.0 million and interest income related to loans grew 5.7% in the second quarter of 2020 compared to the first quarter of 2020. Growth in loans and related fee income were boosted by loans originated as part of the Paycheck Protection Program. |
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| § | ChoiceOne added $1,000,000 in provision for loan losses expense during the second quarter of 2020 and $1,775,000 in the first six months of 2020, much of which was related to the impact of COVID-19. |
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Total deposits grew $155.4 million or 13.2% in the second quarter of 2020. |
ChoiceOne reported net income of $4,431,000 for the second quarter of 2020 compared to $1,487,000 in the same period in 2019. Diluted earnings per share were $0.61 in the second quarter of 2020 compared to $0.41 per share in the second quarter of the prior year. Excluding $462,000 in tax-effected merger expenses, net income for the second quarter of 2020 amounted to $4,893,000 or $0.67 per diluted share. Net income for the first six months of 2020 was $7,685,000 or $1.06 per diluted share, compared to $3,123,000 or $0.86 per diluted share in the first half of 2019. Net income for the first half of 2020, when adjusted to exclude $744,000 of tax-effected merger expenses, was $8,429,000 or $1.16 per diluted share. The increases in net income as compared to prior periods in 2019 are largely due to ChoiceOne's merger with County Bank Corp., which was completed on October 1, 2019. The total assets, loans and deposits acquired in the merger with County Bank Corp were approximately $712 Million, $424 million and $568 million, respectively.
“As we face these unprecedented times in our world and here at ChoiceOne, I am gratified and humbled to report very strong net income for the second quarter of 2020,” said Potes. “We completed the consolidation of Lakestone Bank & Trust into ChoiceOne Bank in May and expect to consolidate Community Shores Bank into ChoiceOne Bank later this year.”
Total assets grew to $1.5 billion as of June 30, 2020, compared to $1.4 billion as of March 31, 2020. Net loans grew $100.0 million in the second quarter of 2020 and interest income related to loans grew 5.7% in the second quarter of 2020 compared to the first quarter of 2020. Growth in loans and related fee income was boosted by loans originated in the Paycheck Protection Program. ChoiceOne added $1,000,000 in provision for loan losses expense during the second quarter and $1,775,000 in the first six months of 2020, much of which was related to the impact of COVID-19. Although ChoiceOne has not seen significant increases in charge-offs or delinquencies, we are continuing to monitor deferrals and economic indicators which may signify the need for increased provision for loan losses expense. Total deposits grew $155.4 million or 13.2% in the second quarter of 2020. A portion of this growth is related to the stimulus package included in the CARES Act as well as funds on deposit from the Paycheck Protection Program loans that were not fully utilized as of June 30, 2020.
Total noninterest income increased $2,820,000 in the second quarter of 2020 compared to the first quarter of 2020. Gains on sales of loans increased due to lower interest rates encouraging refinancing activity. Gains on sales of securities were higher in the second quarter of 2020 compared to the prior quarter as a result of a restructuring of ChoiceOne’s securities portfolio. The change in the market value of equity securities was positive in the second quarter of 2020 compared to a negative balance in the first quarter of 2020 as declines that occurred in the first quarter were reversed in the second quarter. Customer service charges declined in the second quarter of 2020 compared to the prior quarter due to the effect of the COVID-19 pandemic on customer activity levels.
Total noninterest expense increased $1,734,000 in the second quarter of 2020 compared to the first quarter of 2020. Much of the increase was caused by expenses related to the consolidation of ChoiceOne Bank and Lakestone Bank & Trust in May 2020 and the merger between ChoiceOne and Community Shores Bank Corporation completed on July 1, 2020. The combined organization will be the 12th largest bank holding company in Michigan based on asset size, with approximately $1.7 billion in assets as of June 30, 2020 and 33 offices across West and Southwest Michigan. ChoiceOne Bank and Community Shores Bank are expected to be consolidated in the fourth quarter of 2020 and the consolidated bank will operate under the ChoiceOne name.
“These are certainly unusual times for our country, our state and our banks,” said Potes. “We believe our recent mergers have given us the increased size and scale to move through these unprecedented times with the ability to continue our pursuit for efficiencies and new growth opportunities in our expanded network across West and Southest Michigan.”
About ChoiceOne
ChoiceOne Financial Services, Inc. is a financial holding company headquartered in Sparta, Michigan and the parent corporation of ChoiceOne Bank and Community Shores Bank. Members FDIC. ChoiceOne Bank operates 29 offices in parts of Kent, Lapeer, Macomb, Muskegon, Newaygo, Ottawa, and St. Clair counties. Community Shores Bank operates 4 offices in Muskegon and Ottawa 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.
Non-GAAP Financial Measures
This press release contains references to net income and net income per diluted share, each excluding tax-effected merger expenses, which are financial measures that are not defined in U.S. generally accepted accounting principles ("GAAP"). Management believes these non-GAAP financial measures provide additional information that is useful to investors in helping to understand the underlying financial performance of ChoiceOne.
Non-GAAP financial measures have inherent limitations. Readers should be aware of these limitations and should be cautious with respect to the use of such measures. To compensate for these limitations, we use non-GAAP measures as comparative tools, together with GAAP measures, to assist in the evaluation of our operating performance or financial condition. Also, we ensure that these measures are calculated using the appropriate GAAP or regulatory components in their entirety and that they are computed in a manner intended to facilitate consistent period-to-period comparisons. ChoiceOne’s method of calculating these non-GAAP financial measures may differ from methods used by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for those financial measures prepared in accordance with GAAP or in-effect regulatory requirements.
Where non-GAAP financial measures are used, the most directly comparable GAAP or regulatory financial measure, as well as the reconciliation to the most directly comparable GAAP or regulatory financial measure, can be found in this news release. See Non-GAAP Reconciliation.
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” 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, including without limitation the impact of the global coronavirus outbreak (COVID-19). 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.
The COVID-19 pandemic is adversely affecting us and our customers, counterparties, employees, and third-party service providers. The ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.
Additional 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, 2019 and in Item 1A in ChoiceOne Financial Services, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
EDITORS NOTE: Media interviews with ChoiceOne Bank executives are available by calling Tom Lampen at (616) 887-7366 or tlampen@choiceone.com. Electronic versions of bank official headshots are also available.
Condensed Balance Sheets
(Unaudited)
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(In thousands) |
06/30/2020 |
03/31/2020 |
06/30/2019 |
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Cash and Cash Equivalents |
$ | 66,791 | $ | 45,471 | $ | 13,687 | ||||||
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Securities |
381,085 | 370,936 | 169,365 | |||||||||
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Loans Held For Sale |
10,860 | 7,385 | 2,194 | |||||||||
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Loans to Other Financial Institutions |
49,895 | 39,421 | 28,950 | |||||||||
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Loans, Net of Allowance For Loan Losses |
906,782 | 806,787 | 392,426 | |||||||||
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Premises and Equipment |
23,971 | 24,087 | 15,502 | |||||||||
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Cash Surrender Value of Life Insurance Policies |
32,363 | 32,171 | 15,090 | |||||||||
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Goodwill |
52,593 | 52,593 | 13,728 | |||||||||
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Core Deposit Intangible |
5,299 | 5,653 | - | |||||||||
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Other Assets |
19,125 | 13,986 | 7,555 | |||||||||
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Total Assets |
$ | 1,548,764 | $ | 1,398,490 | $ | 658,497 | ||||||
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Noninterest-bearing Deposits |
$ | 396,625 | $ | 283,434 | $ | 149,320 | ||||||
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Interest-bearing Deposits |
932,221 | 889,965 | 412,456 | |||||||||
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Borrowings |
10,179 | 23,188 | 7,216 | |||||||||
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Other Liabilities |
7,767 | 6,101 | 3,842 | |||||||||
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Total Liabilities |
1,346,792 | 1,202,688 | 572,834 | |||||||||
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Shareholders' Equity |
201,972 | 195,802 | 85,663 | |||||||||
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Total Liabilities and Shareholders’ Equity |
$ | 1,548,764 | $ | 1,398,490 | $ | 658,497 | ||||||
Condensed Statements of Income
(Unaudited)
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Three Months Ended |
Six Months Ended |
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(In Thousands, Except Per Share Data) |
06/30/2020 |
3/31/2020 |
06/30/2019 |
06/30/2020 |
06/30/2019 |
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Interest Income |
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Loans, including fees |
$ | 10,821 | $ | 10,242 | $ | 5,390 | $ | 21,063 | $ | 10,670 | ||||||||||
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Securities and other |
2,042 | 2,419 | 1,164 | 4,461 | 2,361 | |||||||||||||||
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Total Interest Income |
12,863 | 12,661 | 6,554 | 25,524 | 13,031 | |||||||||||||||
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Interest Expense |
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Deposits |
898 | 1,385 | 924 | 2,283 | 1,775 | |||||||||||||||
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Borrowings |
86 | 138 | 129 | 224 | 259 | |||||||||||||||
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Total Interest Expense |
984 | 1,523 | 1,053 | 2,507 | 2,034 | |||||||||||||||
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Net Interest Income |
11,879 | 11,138 | 5,501 | 23,017 | 10,997 | |||||||||||||||
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Provision for Loan Losses |
1,000 | 775 | - | 1,775 | - | |||||||||||||||
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Net Interest Income After Provision for Loan Losses |
10,879 | 10,363 | 5,501 | 21,242 | 10,997 | |||||||||||||||
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Noninterest Income |
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Customer service charges |
1,402 | 1,845 | 1,148 | 3,247 | 2,181 | |||||||||||||||
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Insurance and investment commissions |
153 | 126 | 74 | 279 | 137 | |||||||||||||||
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Gains on sales of loans |
2,997 | 1,743 | 489 | 4,740 | 735 | |||||||||||||||
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Gains on sales of securities |
1,342 | 2 | 2 | 1,344 | 3 | |||||||||||||||
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Trust income |
202 | 170 | - | 372 | - | |||||||||||||||
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Earnings on life insurance policies |
191 | 192 | 95 | 383 | 191 | |||||||||||||||
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Change in market value of equity securities |
443 | (389 | ) | 80 | 54 | 266 | ||||||||||||||
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Other income |
22 | 243 | 141 | 265 | 273 | |||||||||||||||
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Total Noninterest Income |
6,752 | 3,932 | 2,029 | 10,684 | 3,786 | |||||||||||||||
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Noninterest Expense |
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Salaries and benefits |
6,360 | 5,128 | 2,870 | 11,488 | 5,647 | |||||||||||||||
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Occupancy and equipment |
1,359 | 1,270 | 741 | 2,629 | 1,512 | |||||||||||||||
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Data processing |
1,568 | 1,484 | 582 | 3,052 | 1,138 | |||||||||||||||
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Professional fees |
914 | 762 | 678 | 1,676 | 1,195 | |||||||||||||||
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Other expenses |
1,949 | 1,772 | 891 | 3,721 | 1,604 | |||||||||||||||
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Total Noninterest Expense |
12,150 | 10,416 | 5,762 | 22,566 | 11,096 | |||||||||||||||
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Income Before Income Tax |
5,481 | 3,879 | 1,768 | 9,360 | 3,687 | |||||||||||||||
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Income Tax Expense |
1,050 | 625 | 281 | 1,675 | 564 | |||||||||||||||
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Net Income |
$ | 4,431 | $ | 3,254 | $ | 1,487 | $ | 7,685 | $ | 3,123 | ||||||||||
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Basic Earnings Per Share |
$ | 0.61 | $ | 0.45 | $ | 0.41 | $ | 1.06 | $ | 0.86 | ||||||||||
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Diluted Earnings Per Share |
$ | 0.61 | $ | 0.45 | $ | 0.41 | $ | 1.06 | $ | 0.86 | ||||||||||
Non-GAAP Reconciliation
(Unaudited)
In addition to analyzing the Company's results on a reported basis, management reviews the Company's results and the results on an adjusted basis. The non-GAAP measures presented in the table below reflect the adjustments of the reported U.S. GAAP results for significant items that management does not believe are reflective of the Company's current and ongoing operations.
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Three Months Ended |
Six Months Ended |
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(In Thousands, Except Per Share Data) |
06/30/2020 |
06/30/2019 |
06/30/2020 |
06/30/2019 |
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Income before income tax |
$ | 5,481 | $ | 1,768 | $ | 9,360 | $ | 3,687 | ||||||||
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Adjustment for merger costs |
517 | 350 | 819 | 588 | ||||||||||||
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Adjusted income before income tax |
$ | 5,998 | $ | 2,118 | $ | 10,179 | $ | 4,275 | ||||||||
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Income tax expense |
$ | 1,050 | $ | 281 | $ | 1,675 | $ | 564 | ||||||||
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Tax impact on adjustment for merger costs |
55 | - | 75 | 15 | ||||||||||||
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Adjusted income tax expense |
$ | 1,105 | $ | 281 | $ | 1,750 | $ | 579 | ||||||||
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Net income |
$ | 4,431 | $ | 1,487 | $ | 7,685 | $ | 3,123 | ||||||||
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Adjusted net income |
$ | 4,893 | $ | 1,837 | $ | 8,429 | $ | 3,696 | ||||||||
| Basic earnings per share | $ | 0.61 | $ | 0.41 | $ | 1.06 | $ | 0.86 | ||||||||
| Diluted earnings per share | $ | 0.61 | $ | 0.41 | $ | 1.06 | $ | 0.86 | ||||||||
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Adjusted basic earnings per share |
$ | 0.67 | $ | 0.51 | $ | 1.16 | $ | 1.02 | ||||||||
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Adjusted diluted earnings per share |
$ | 0.67 | $ | 0.50 | $ | 1.16 | $ | 1.02 | ||||||||