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10-K - CHOICEONE FINANCIAL FORM 10-K - CHOICEONE FINANCIAL SERVICES INCchoice10k_032811.htm
EX-24 - CHOICEONE FINANCIAL EXHIBIT 24 TO FORM 10-K - CHOICEONE FINANCIAL SERVICES INCchoiceex24_032811.htm
EX-23 - CHOICEONE FINANCIAL EXHIBIT 23 TO FORM 10-K - CHOICEONE FINANCIAL SERVICES INCchoiceex23_032811.htm
EX-32 - CHOICEONE FINANCIAL EXHIBIT 32 TO FORM 10-K - CHOICEONE FINANCIAL SERVICES INCchoiceex32_032811.htm
EX-21 - CHOICEONE FINANCIAL EXHIBIT 21 TO FORM 10-K - CHOICEONE FINANCIAL SERVICES INCchoiceex21_032811.htm
EX-31.2 - CHOICEONE FINANCIAL EXHIBIT 31.2 TO FORM 10-K - CHOICEONE FINANCIAL SERVICES INCchoiceex312_032811.htm
EX-31.1 - CHOICEONE FINANCIAL EXHIBIT 31.1 TO FORM 10-K - CHOICEONE FINANCIAL SERVICES INCchoiceex311_032811.htm
EX-10.3 - CHOICEONE FINANCIAL EXHIBIT 10.3 TO FORM 10-K - CHOICEONE FINANCIAL SERVICES INCchoiceex103_032811.htm

EXHIBIT 13

CHOICEONE FINANCIAL SERVICES, INC.




2010


ANNUAL REPORT TO SHAREHOLDERS














CHOICEONE FINANCIAL SERVICES, INC.

2010 Annual Report to Shareholders


Contents

 

To Our Shareholders

1

About ChoiceOne Financial Services, Inc

1

Stock Information

1

Selected Financial Data

3

Management's Discussion and Analysis of Financial Condition and Results of Operations

4

Management's Report on Internal Control Over Financial Reporting

18

Report of Independent Registered Public Accounting Firm

19

Consolidated Financial Statements

20

Notes to Consolidated Financial Statements

24

Corporate and Shareholder Information

48

Directors and Officers

49







TABLE OF CONTENTS

TO OUR SHAREHOLDERS

This 2010 Annual Report to Shareholders contains our audited financial statements, detailed financial review and all of the information that regulations of the Securities and Exchange Commission (the "SEC") require to be presented in annual reports to shareholders. For legal purposes, this is the ChoiceOne Financial Services, Inc. 2010 Annual Report to Shareholders. Although attached to our proxy statement, this report is not part of our proxy statement, is not considered to be soliciting material and is not considered to be filed with the SEC except to the extent that it is expressly incorporated by reference in a document filed with the SEC. Shareholders who would like to receive even more detailed information than that contained in this 2010 Annual Report to Shareholders are invited to request our Annual Report on Form 10-K.

Our Annual Report on Form 10-K for the year ended December 31, 2010, including the financial statements and financial statement schedules, will be provided to any shareholder, without charge, upon written request to Mr. Thomas Lampen, Treasurer, ChoiceOne Financial Services, Inc., 109 East Division Street, Sparta, Michigan 49345.


ABOUT CHOICEONE FINANCIAL SERVICES, INC.

ChoiceOne Financial Services, Inc. is a single-bank holding company. Its principal banking subsidiary, ChoiceOne Bank (Sparta, Michigan), primarily serves communities in portions of Kent, Muskegon, Newaygo, and Ottawa counties in Michigan where the Bank's offices are located and the areas immediately surrounding those communities. Currently the Bank serves those markets through thirteen full-service offices. ChoiceOne Insurance Agencies, Inc. is a wholly-owned subsidiary of ChoiceOne Bank and sells insurance and investment products. ChoiceOne Mortgage Company of Michigan, formerly a wholly-owned subsidiary of ChoiceOne Bank, was formed on January 1, 2002 and was engaged in mortgage lending. As of December 31, 2008, ChoiceOne consolidated the operations of ChoiceOne Mortgage Company of Michigan into ChoiceOne Bank and eliminated the separate mortgage company subsidiary.

ChoiceOne's business is primarily concentrated in a single industry segment - banking. ChoiceOne Bank is a full-service banking institution that offers a variety of deposit, payment, credit and other financial services to all types of customers. These services include time, savings, and demand deposits, safe deposit services, and automated transaction machine services. Loans, both commercial and consumer, are extended primarily on a secured basis to corporations, partnerships and individuals. Commercial lending covers such categories as business, industry, agricultural, construction, inventory and real estate. ChoiceOne Bank's consumer loan department (and ChoiceOne Mortgage Company of Michigan through December 31, 2008) makes direct loans to consumers and purchasers of residential property.

The principal source of revenue for ChoiceOne is interest and fees on loans. On a consolidated basis, interest and fees on loans accounted for 69%, 70%, and 74% of total revenues in 2010, 2009, and 2008, respectively. Interest from securities accounted for 10%, 11%, and 12% of total revenues in 2010, 2009, and 2008, respectively.


STOCK INFORMATION

Several brokers trade ChoiceOne's common shares in the over-the-counter bulletin board market. There is no well-established public trading market for the shares and trading activity is infrequent. ChoiceOne's trading volume and recent share price information can be viewed under the symbol 'COFS.OB' on certain financial websites.

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

 

2010

2009

 

Low

High

Low

High

First Quarter

$ 7.75

$ 9.00

$ 4.25

$ 10.01

Second Quarter

8.30

10.10

5.65

8.00

Third Quarter

9.50

11.00

7.75

9.50

Fourth Quarter

10.25

12.25

7.50

9.00

The prices listed above are over-the-counter market quotations reported to ChoiceOne by its market makers listed in this annual report. The over-the-counter market quotations reflect inter-dealer prices without retail markup, markdown or commission and may not necessarily represent actual transactions.

As of February 28, 2011, there were 3,281,944 shares of ChoiceOne Financial Services, Inc. common stock issued and outstanding. As of February 28, 2011, there were 824 shareholders of record of ChoiceOne Financial Services, Inc. common stock.


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The following table summarizes cash dividends declared per share of common stock during 2010 and 2009:

 

2010

2009

First Quarter

$ 0.12      

$ 0.12     

Second Quarter

0.12      

0.12     

Third Quarter

0.12      

0.12     

Fourth Quarter

0.12      

0.12     

     Total

$ 0.48      

$ 0.48     

ChoiceOne's principal source of funds to pay cash dividends is the earnings and dividends paid by ChoiceOne Bank. ChoiceOne Bank is restricted in its ability to pay cash dividends under current banking regulations. See Note 21 to the consolidated financial statements for a description of these restrictions. Based on information presently available, management expects ChoiceOne to declare and pay regular quarterly cash dividends in 2011, although the amount of the quarterly dividends will be dependent on market conditions and ChoiceOne's requirements for cash and capital, among other things.



















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TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
SELECTED FINANCIAL DATA

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

 

 

2007

 

 

2006

 

For the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net interest income

$

16,995

 

$

15,996

 

$

15,331

 

$

15,143

 

$

8,748

 

   Provision for loan losses

 

3,950

 

 

4,875

 

 

3,475

 

 

2,035

 

 

200

 

   Noninterest income

 

5,569

 

 

5,421

 

 

4,083

 

 

6,481

 

 

2,877

 

   Noninterest expense

 

15,249

 

 

15,259

 

 

14,711

 

 

15,070

 

 

8,698

 

   Income before income taxes

 

3,365

 

 

1,283

 

 

1,228

 

 

4,519

 

 

2,727

 

   Income tax expense/(benefit)

 

654

 

 

(195

)

 

(207

)

 

939

 

 

639

 

   Net income

 

2,711

 

 

1,478

 

 

1,435

 

 

3,580

 

 

2,088

 

   Cash dividends declared

 

1,572

 

 

1,563

 

 

2,202

 

 

2,200

 

 

1,397

 

Per share *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic earnings

$

0.83

 

$

0.45

 

$

0.44

 

$

1.11

 

$

1.09

 

   Diluted earnings

 

0.83

 

 

0.45

 

 

0.44

 

 

1.10

 

 

1.09

 

   Cash dividends declared

 

0.48

 

 

0.48

 

 

0.68

 

 

0.68

 

 

0.68

 

   Shareholders' equity (at year end)

 

16.56

 

 

16.21

 

 

16.08

 

 

16.45

 

 

15.85

 

Average for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Securities

$

86,437

 

$

76,934

 

$

85,086

 

$

84,059

 

$

57,407

 

   Gross loans

 

315,031

 

 

320,328

 

 

326,420

 

 

328,335

 

 

205,851

 

   Deposits

 

374,274

 

 

347,007

 

 

347,190

 

 

358,244

 

 

222,287

 

   Federal Home Loan Bank advances

 

16,477

 

 

28,857

 

 

38,803

 

 

27,061

 

 

26,073

 

   Shareholders' equity

 

54,012

 

 

53,115

 

 

53,411

 

 

52,205

 

 

27,349

 

   Assets

 

469,484

 

 

453,876

 

 

465,741

 

 

465,143

 

 

288,407

 

At year end

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Securities

$

94,979

 

$

78,987

 

$

81,941

 

$

87,725

 

$

81,417

 

   Gross loans

 

316,940

 

 

322,716

 

 

325,977

 

 

328,358

 

 

331,631

 

   Deposits

 

389,884

 

 

365,010

 

 

346,998

 

 

351,844

 

 

366,380

 

   Federal Home Loan Bank advances

 

8,473

 

 

21,980

 

 

39,957

 

 

35,933

 

 

23,908

 

   Shareholders' equity

 

54,313

 

 

52,926

 

 

52,185

 

 

53,142

 

 

51,519

 

   Assets

 

480,524

 

 

465,915

 

 

463,551

 

 

470,155

 

 

466,650

 

Selected financial ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Return on average assets

 

0.58

%

 

0.33

%

 

0.31

%

 

0.77

%

 

0.72

%

   Return on average shareholders' equity

 

5.02

 

 

2.78

 

 

2.69

 

 

6.86

 

 

7.63

 

   Cash dividend payout as a percentage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      of net income

 

57.99

 

 

105.75

 

 

153.45

 

 

61.45

 

 

66.91

 

   Shareholders' equity to assets (at year end)

 

11.30

 

 

11.36

 

 

11.26

 

 

11.30

 

 

11.04

 

*  Per share amounts are retroactively adjusted for the effect of stock dividends and stock splits.

In November 2006, ChoiceOne merged with Valley Ridge Financial Corp. Accordingly, two months of combined operations are included in the 2006 results of operations and all assets acquired and liabilities assumed from Valley Ridge Financial Corp. are included in the 2006 year-end balance sheet.


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TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
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" or the "Company"), and its wholly-owned subsidiaries, ChoiceOne Bank (the "Bank"), ChoiceOne Insurance Agencies, Inc. (the "Insurance Agency"), and ChoiceOne Mortgage Company of Michigan (the "Mortgage Company"). As of December 31, 2008, ChoiceOne consolidated the operations of the Mortgage Company into the Bank and eliminated the mortgage company subsidiary. This discussion should be read in conjunction with the consolidated financial statements and related footnotes.

FORWARD-LOOKING STATEMENTS

This discussion and other sections of this annual 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," 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, and the fair value of investment securities (including whether any impairment on any investment security is temporary or other than temporary) 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 the Company's Annual Report on Form 10-K; changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking laws and regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their abilities to repay loans; changes in the local and national economies; changes in market conditions; the possibility that anticipated cost savings and revenue enhancements from the merger with Valley Ridge Financial Corp. may not be realized in full or at all or within the expected time frames; the level and timing of asset growth; various other local and global uncertainties such as acts of terrorism and military actions; and current uncertainties and fluctuations in the financial markets and stocks of financial services providers due to concerns about capital and credit availability and concerns about the Michigan economy in particular. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The purpose of this section of the annual report is to provide a narrative discussion about the Company's financial condition and results of operations during 2010. Management's discussion and analysis of financial condition and results of operations as well as disclosures found elsewhere in the annual report are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses and loan servicing rights. Actual results could differ from those estimates.

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

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


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TABLE OF CONTENTS

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.

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

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

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

Goodwill
Generally accepted accounting principles require that the fair value of the assets and liabilities of an acquired entity be recorded at their fair value on the date of acquisition. The fair values are determined using both internal computations and information obtained from outside parties when deemed necessary. The net difference between the price paid for the acquired company and the net value of its balance sheet is recorded as goodwill. Generally accepted accounting principles also require that goodwill be evaluated for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Management performed its annual review of goodwill as of June 30, 2010. ChoiceOne engaged an outside consulting firm to perform a goodwill impairment analysis. The following steps were used in the valuation: determination of the reporting unit, determination of the appropriate standard of value, determination of the appropriate level of value, calculation of fair value, and comparison of the fair value computed to the equity carrying value. The standard of value used in the valuation was fair value as determined by generally accepting accounting principles. The appropriate level of value was determined to be the controlling interest level. The appraisal methodology used to calculate the fair value included the following valuation approaches:

Income Approach: A discounted cash flow value was calculated based on earnings capacity. The discount rate used for the calculation was 12.70%. The discount rate was based on a risk free rate adjusted for both external and internal risk factors. The growth assumption for assets was 0% for the first year and 2% in subsequent years. In addition, it was assumed that cost savings of 20% of noninterest expense would occur as a result of synergies and cost reductions from a change in control. The cost savings assumption percentage was based on estimated cost savings for bank and thrift merger and acquisition transactions that were announced from January 1, 2007 through June 30, 2010.

Market Approach: The analysis was based on price-to-earnings multiples, price-to-tangible-book-value ratios, and core deposit premiums for selected bank sale transactions.

The Asset Approach was also an approach reviewed, but it was not used in determining the fair value since it did not render a control level indication of value. The results from the valuation approaches were used to calculate an estimate of the fair value of ChoiceOne's equity. The fair value was compared to the carrying value of equity to determine whether the Step 1 test under generally accepted accounting principles that govern the valuation of goodwill was passed. The goodwill analysis determined that the fair value of ChoiceOne's equity exceeded the carrying value by 4.6%. Based on this assessment, management believed that there was no indication of goodwill impairment.

Taxes
Income taxes include both a current and deferred portion. Deferred tax assets and liabilities are recorded to account for differences in the timing of the recognition of revenues and expenses for financial reporting and tax purposes. Generally accepted accounting principles require that deferred tax assets be reviewed to determine whether a valuation allowance should be established using a "more

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likely than not" standard. Based on its review of ChoiceOne's deferred tax assets as of December 31, 2010, management determined that a valuation allowance of $87,000 was necessary.

MERGER WITH VALLEY RIDGE FINANCIAL CORP.

On November 1, 2006, ChoiceOne merged with Valley Ridge Financial Corp. ("VRFC"). At the time of the merger, VRFC was roughly equal in size in terms of assets with ChoiceOne. The 2006 results of operations include two months of combined financial results after the close of the merger and the 2006 year-end balance sheet includes all of the assets acquired and all of the liabilities assumed from VRFC in the merger. Therefore, a comparison of 2006 financial condition and results of operations to the financial condition and results of operations for any subsequent year is materially affected as a result of the merger. The increase in the total allowance for loan losses in 2006 was related to the allowance of $1,751,000 acquired from the merger with VRFC in November 2006.

RESULTS OF OPERATIONS

Summary

(Dollars in thousands)

 

Year ended December 31

 

 

 

2010

 

 

2009

 

 

2008

 

Net interest income

$

16,995

 

$

15,996

 

$

15,331

 

Provision for loan losses

 

(3,950

)

 

(4,875

)

 

(3,475

)

Noninterest income

 

5,569

 

 

5,421

 

 

4,083

 

Noninterest expense

 

(15,249

)

 

(15,259

)

 

(14,711

)

Income tax (expense)/benefit

 

(654

)

 

195

 

 

207

 

Net income

$

2,711

 

$

1,478

 

$

1,435

 



 

 

2010

 

 

2009

 

 

2008

 

Return on average assets

 

0.58

%

 

0.33

%

 

0.31

%

Return on average equity

 

5.02

%

 

2.78

%

 

2.69

%

Net income for 2010 was $2,711,000, which represented a $1,233,000 or 84% increase from 2009. The growth in net income resulted from increases in net interest income and noninterest income while decreases occurred in the provision for loan losses and noninterest expense in 2010 compared to 2009. The increase in net interest income was due to growth in average earning assets and an increase in ChoiceOne's net interest spread in 2010 compared to the prior year. The expansion in noninterest income was due to higher levels of gains on sales of loans and gains on sales of securities in 2010 than in 2009. The decrease in the provision for loan losses resulted from lower net charge-offs in 2010 than in 2009 and a $5.6 million reduction in nonperforming loans from December 31, 2009 to December 31, 2010. The small decline in noninterest expense was due to lower occupancy and equipment expense, loan and collection expense, and FDIC insurance expense, offset by increases in salaries and benefits and various other expenses in 2010 compared to the prior year.

Net income for 2009 was $1,478,000, which represented a $43,000 or 3% increase from 2008. The increase in net income resulted from increased net interest income and noninterest income in 2009, which was offset by a higher provision for loan losses and higher noninterest expense in 2009 than in 2008. The growth in net interest income was due to an increase in ChoiceOne's net interest spread, which was partially offset by lower average earning assets in 2009 than in 2008. The expansion in noninterest income was due to an increase in gains on sales of loans and gains on sales of securities in 2009 compared to the prior year. Noninterest income was affected in 2008 by $867,000 of securities losses related to money market preferred securities. The increase in the provision for loan losses was caused by a higher level of charge-offs in 2009 than in 2008. The growth in noninterest expense was due to increased FDIC insurance expense and costs related to carrying other real estate properties and loan collection expenses.

Dividends
Cash dividends of $1,572,000 or $0.48 per common share were declared in 2010, compared to $1,563,000 or $0.48 per common share in 2009 and $2,202,000 or $0.68 per common share in 2008. Dividends declared were $0.12 per share in each quarter in 2010 and 2009, compared to $0.17 per share in each quarter in 2008. The dividend reduction in 2009 was believed prudent based on the Board of Directors' desire to retain more capital due to the uncertainty of Michigan's economy. The dividend yield on ChoiceOne's common stock was 4.79% in 2010, compared to 6.66% in 2009 and 6.50% in 2008. The cash dividend payout as a percentage of net income was 58% in 2010, compared to 106% in 2009 and 153% in 2008.

ChoiceOne's principal source of funds to pay cash dividends is the earnings of the Bank. The availability of these earnings is dependent upon the capital needs, regulatory constraints and other factors involving the Bank. Regulatory constraints include the maintenance of minimum capital ratios and limits based on net income and retained earnings of the Bank for the past three years. ChoiceOne expects to pay quarterly cash dividends in 2011 to shareholders based on the actual earnings of the Bank, although the amount of the quarterly dividends will be dependent on market conditions and ChoiceOne's requirements for cash and capital, among other things.


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Table 1 - Average Balances and Tax-Equivalent Interest Rates

(Dollars in thousands)

 

Year ended December 31

 

 

2010

 

2009

 

2008

 

 

Average
Balance


Interest

Average
Rate

 

Average
Balance


Interest

Average
Rate

 

Average
Balance


Interest

Average
Rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

   Loans (1) (2)

$ 315,031

$ 19,103

6.06

%

$ 320,328

$ 19,944

6.23

%

$ 326,420

$ 22,677

6.95

%

   Taxable securities (3)

50,997

1,460

2.86

 

34,115

1,390

4.07

 

39,160

2,105

5.38

 

   Tax-exempt securities (1)

35,440

2,110

5.95

 

42,819

2,669

6.23

 

45,926

2,609

5.68

 

   Other

6,498

22

0.34

 

2,695

7

0.26

 

2,527

66

2.61

 

      Interest-earning assets

407,966

22,695

5.56

 

399,957

24,010

6.00

 

414,033

27,457

6.63

 

   Noninterest-earning assets (4)

61,518

 

 

 

53,919

 

 

 

51,708

 

 

 

      Total assets

$ 469,484

 

 

 

$ 453,876

 

 

 

$ 465,741

 

 

 

Liabilities and Shareholders' Equity
   Interest-bearing

 

 

 

 

 

 

 

 

 

 

 

 

      demand deposits

$ 108,522

553

0.51

%

$  85,154

520

0.61

%

$  89,035

1,295

1.45

%

   Savings deposits

40,534

80

0.20

 

36,371

113

0.31

 

30,554

140

0.46

 

   Certificates of deposit

160,390

3,281

2.05

 

167,065

4,920

2.94

 

173,963

7,497

4.31

 

   Advances from FHLB

16,477

748

4.54

 

28,857

1,186

4.11

 

38,803

1,704

4.39

 

   Other

19,273

304

1.58

 

19,435

351

1.81

 

19,928

567

2.85

 

         Interest-bearing liabilities

345,196

4,966

1.44

 

336,882

7,090

2.10

 

352,283

11,203

3.18

 

   Demand deposits

64,828

 

 

 

58,417

 

 

 

53,638

 

 

 

   Other noninterest-bearing
      liabilities


5,448

 

 

 


5,462

 

 

 


6,409

 

 

 

      Total liabilities

415,472

 

 

 

400,761

 

 

 

412,330

 

 

 

   Shareholders' equity

54,012

 

 

 

53,115

 

 

 

53,411

 

 

 

      Total liabilities and
         shareholders' equity


$ 469,484

 

 

 


$ 453,876

 

 

 


$ 465,741

 

 

 

Net interest income
   (tax-equivalent basis) -
   interest spread

 



17,729



4.12



%

 



16,920



3.90



%

 



16,254



3.45



%

Tax-equivalent adjustment (1)

 

(734

)

 

 

(924

)

 

 

(923

)

 

Net interest income

 

$ 16,995

 

 

 

$ 15,996

 

 

 

$  15,331

 

 

Net interest income as a
   percentage of earning assets
   (tax-equivalent basis)

 

 



4.35



%

 

 



4.23



%

 

 



3.93



%

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)

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

(2)

Interest on loans included net origination fees charged on loans of approximately $751,000, $783,000, and $758,000 in 2010, 2009, and 2008, respectively.

(3)

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

(4)

Noninterest-earning assets include loans on a nonaccrual status, which averaged approximately $10,286,000, $8,961,000, and $7,075,000 in 2010, 2009, and 2008, respectively.

Net Interest Income
As shown in Tables 1 and 2, tax-equivalent net interest income increased $809,000 in 2010 compared to 2009. The growth was due to growth of $8.0 million in average interest-earning assets in 2010 compared to 2009 and a 22 basis point increase in ChoiceOne's net interest income spread compared to 2009. The higher level of average interest-earning assets contributed an additional $406,000 in net interest income in 2010 compared to 2009, while the growth in the net interest income spread caused an increase of $403,000 in net interest income in 2010 compared to the prior year.


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TABLE OF CONTENTS

The average balance of loans declined $5.3 million in 2010 compared to 2009. This decline, combined with a 17 basis point decrease in the average rate earned on loans, caused interest income on loans to fall $841,000 in 2010 compared to the prior year. The average balance of total securities increased by $9.5 million in 2010 compared to 2009. This growth in the average balance was offset by a lower average rate earned on securities, causing interest income from securities to decrease $489,000 in 2010 compared to the prior year. An increase in both the average balance and average rate earned on other interest-earning assets resulted in an increase in interest income of $15,000 in 2010 compared to 2009. The reduction in loans resulted from sluggish loan demand, which was caused by continued concerns about the Michigan economy. Growth in securities was due to ChoiceOne's desire to maintain earning assets.

The average balance of interest-bearing demand deposits increased $23.4 million in 2010 compared to 2009. The effect of this increase, partially offset by a 10 basis point decline in the average rate paid, caused interest expense to be $33,000 higher in 2010 than in the prior year. The effect of an 11 basis point decrease in the average rate paid on savings deposits in 2010 compared to 2009 was partially offset by the effect of growth of $4.2 million in the average balance as interest expense dropped $33,000. The average balance of certificates of deposit was $6.7 million lower in 2010 than in the prior year. Approximately $4.9 million of the certificates of deposit decline was related to certificates from ChoiceOne's local markets, while the remaining $1.8 million was a lower level of brokered certificates. The average balance decrease plus the effect of an 89 basis point decline in the average rate paid caused interest expense on certificates of deposit to fall $1.6 million in 2010 compared to 2009. A $12.4 million decrease in the average balance of Federal Home Loan Bank advances offset by a 43 basis point increase in the average rate paid caused interest expense to decline $438,000 in 2010 compared to the prior year. Interest expense on other interest-bearing liabilities fell $47,000 in 2010 compared to 2009 due to a small decline in the average balance and a 23 basis point decrease in the average rate paid. The growth experienced in interest-bearing demand deposits and savings deposits was primarily due to depositors choosing the liquidity and safety afforded by this type of deposit as compared to certificates of deposit or nonbank investments.

ChoiceOne's net interest income spread was 4.12% (shown in Table 1) for 2010, compared to 3.90% in 2009. The average yield received on interest-earning assets in 2010 decreased 44 basis points to 5.56% while the average rate paid on interest-bearing liabilities in 2010 fell 66 basis points to 1.44%. The decline in general market interest rates in both 2009 and 2010 caused the reduction in rates for both assets and liabilities in the two time periods.

Table 2 - Changes in Tax-Equivalent Net Interest Income

(Dollars in thousands)

 

Year ended December 31

 

 

2010 Over 2009

 

2009 Over 2008

 

 

Total

 

Volume

 

Rate

 

Total

 

Volume

 

Rate

 

Increase (decrease) in interest income (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Loans (2)

$

(841

)

$

(326

)

$

(515

)

$

(2,733

)

$

(417

)

$

(2,316

)

   Taxable securities

 

70

 

 

560

 

 

(490

)

 

(715

)

 

(248

)

 

(467

)

   Tax-exempt securities (2)

 

(559

)

 

(444

)

 

(115

)

 

60

 

 

(184

)

 

244

 

   Other

 

15

 

 

12

 

 

3

 

 

(59

)

 

4

 

 

(63

)

      Net change in tax-equivalent income

 

(1,315

)

 

(198

)

 

(1,117

)

 

(3,447

)

 

(845

)

 

(2,602

)

Increase (decrease) in interest expense (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Interest-bearing demand deposits

 

33

 

 

128

 

 

(95

)

 

(775

)

 

(54

)

 

(721

)

   Savings deposits

 

(33

)

 

12

 

 

(45

)

 

(27

)

 

23

 

 

(50

)

   Certificates of deposit

 

(1,639

)

 

(189

)

 

(1,450

)

 

(2,577

)

 

(287

)

 

(2,290

)

   Advances from Federal Home Loan Bank

 

(438

)

 

(552

)

 

114

 

 

(518

)

 

(414

)

 

(104

)

   Other

 

(47

)

 

(3

)

 

(44

)

 

(216

)

 

(14

)

 

(202

)

      Net change in interest expense

 

(2,124

)

 

(604

)

 

(1,520

)

 

(4,113

)

 

(746

)

 

(3,367

)

      Net change in tax-equivalent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         net interest income

$

809

 

$

406

 

$

403

 

$

666

 

$

(99

)

$

765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)

The volume variance is computed as the change in volume (average balance) multiplied by the previous year's interest rate. The rate variance is computed as the change in interest rate multiplied by the previous year's volume (average balance). The change in interest due to both volume and rate has been allocated to the volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

(2)

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


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TABLE OF CONTENTS

Tax-equivalent net interest income increased $666,000 in 2009 compared to 2008. The increase was caused by a 45 basis point increase in the net interest spread, offset by a decline in average interest-earning assets. The growth in ChoiceOne's net interest spread was caused by a 108 basis point decrease in the average rate paid on interest-bearing liabilities compared to a 63 basis point decline in the average rate earned on interest-earning assets. The decline in general market interest rates in 2009 caused almost all of the rates earned on assets and paid on liabilities to be lower than in the prior year. Average interest-earning assets decreased $14.1 million while average interest-bearing liabilities fell $15.4 million in 2009 compared to 2008.

Management anticipates that the level of net interest income in 2011 will depend upon the Bank's ability to grow or maintain interest-earning assets in the form of loans and securities as well as its ability to do the same with its base of core deposits. Growth in earning assets will continue to be dependent on the Michigan economy. If growth in loans is difficult to obtain, the Bank can opt to invest in securities as it did in 2010. The Bank's ability to maintain or grow its net interest spread will be contingent on movement in general market interest rates and their effect on new and maturing assets and liabilities.

Allowance and Provision For Loan Losses
Information regarding the allowance and provision for loan losses can be found in Table 3 below:

Table 3 - Provision and Allowance For Loan Losses

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

 

 

2007

 

 

2006

 

Allowance for loan losses at beginning of year

$

4,322

 

$

3,600

 

$

3,600

 

$

3,569

 

$

1,963

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

-

 

 

-

 

 

-

 

 

33

 

 

-

 

   Commercial and industrial

 

765

 

 

1,558

 

 

1,193

 

 

599

 

 

221

 

   Real estate - commercial

 

1,523

 

 

1,218

 

 

816

 

 

841

 

 

-

 

   Real estate - construction

 

-

 

 

14

 

 

-

 

 

-

 

 

-

 

   Real estate - residential

 

1,152

 

 

1,369

 

 

1,252

 

 

191

 

 

92

 

   Consumer

 

444

 

 

535

 

 

567

 

 

635

 

 

200

 

      Total

 

3,884

 

 

4,694

 

 

3,828

 

 

2,299

 

 

513

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

-

 

 

-

 

 

-

 

 

3

 

 

-

 

   Commercial and industrial

 

68

 

 

102

 

 

60

 

 

27

 

 

51

 

   Real estate - commercial

 

16

 

 

58

 

 

35

 

 

1

 

 

-

 

   Real estate - construction

 

-

 

 

29

 

 

-

 

 

-

 

 

-

 

   Real estate - residential

 

27

 

 

106

 

 

6

 

 

10

 

 

-

 

   Consumer

 

230

 

 

246

 

 

252

 

 

254

 

 

117

 

      Total

 

341

 

 

541

 

 

353

 

 

295

 

 

168

 

Net charge-offs

 

3,543

 

 

4,153

 

 

3,475

 

 

2,004

 

 

345

 

Provision for loan losses

 

3,950

 

 

4,875

 

 

3,475

 

 

2,035

 

 

200

 

Allowance for loan losses acquired from VRFC

 

-

 

 

-

 

 

-

 

 

-

 

 

1,751

 

Allowance for loan losses at end of year

$

4,729

 

$

4,322

 

$

3,600

 

$

3,600

 

$

3,569

 

Allowance for loan losses as a percentage of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total loans as of year end

 

1.49

%

 

1.34

%

 

1.10

%

 

1.10

%

 

1.08

%

   Nonaccrual loans, accrual loans past due 90
      days or more and troubled debt
      restructurings

 



56



%

 



31



%

 



39



%

 



62



%

 



53



%

Ratio of net charge-offs to average total loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   outstanding during the year

 

1.12

%

 

1.30

%

 

1.06

%

 

0.61

%

 

0.17

%

Loan recoveries as a percentage of prior year's

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   charge-offs

 

9

%

 

16

%

 

15

%

 

58

%

 

42

%


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TABLE OF CONTENTS

As shown in Table 3, the provision for loan losses was $925,000 lower in 2010 than in 2009. The reduction in the provision level resulted in part from a decrease of $610,000 in net charge-offs experienced in 2010 compared to 2009. Net charge-offs of commercial and industrial loans declined $759,000 in 2010 from the level experienced in 2009. Approximately $737,000 of the commercial and industrial charge-offs in 2009 was related to an unsecured relationship with one borrower that was charged off in December 2009 due to the borrower's bankruptcy. Commercial real estate loan net charge-offs increased $347,000 in 2010 compared to the prior year. Residential real estate loan net charge-offs declined $138,000 in 2010 compared to 2009. Consumer loan net charge-offs were down slightly in 2010 compared to the prior year. The allowance for loan losses as a percentage of total loans increased from 1.34% as of the end of 2009 to 1.49% as of the end of 2010. The coverage ratio of the allowance for loan losses to nonperforming loans increased from 31% as of December 31, 2009 to 56% as of December 31, 2010. This was primarily due to a reduction of nonperforming loans from $14.0 million as of the end of 2009 to $8.4 million as of the end of 2010. ChoiceOne had $582,000 of specific allowance allocations for problem loans as of the end of 2010, compared to $1,112,000 as of the prior year end. Special allowance amounts have been allocated where the fair value of loans was considered to be less than their carrying value. ChoiceOne obtains valuations on collateral dependent loans when the loan is considered by management to be impaired and uses the valuation amounts in the determination of fair value. Management believes the specific reserves allocated to certain problem loans at the end of 2010 and 2009 were reasonable based on the circumstances surrounding each particular borrower.

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

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

 

 

2007

 

 

2006

Agricultural

$

181

 

$

124

 

$

242

 

$

397

 

$

314

Commercial and industrial

 

641

 

 

735

 

 

616

 

 

873

 

 

1,160

Real estate - commercial

 

1,729

 

 

1,546

 

 

996

 

 

886

 

 

1,029

Real estate - construction

 

2

 

 

3

 

 

5

 

 

10

 

 

12

Real estate - residential

 

1,554

 

 

1,590

 

 

1,124

 

 

881

 

 

575

Consumer

 

243

 

 

306

 

 

351

 

 

489

 

 

289

Unallocated

 

379

 

 

18

 

 

266

 

 

64

 

 

190

Total allowance for loan losses

$

4,729

 

$

4,322

 

$

3,600

 

$

3,600

 

$

3,569

The increase in the allowance allocation to agricultural loans from 2009 to 2010 was based on the slightly higher perceived level of risk in this portfolio. The increase in the allocation to commercial real estate loans in 2010 was due to the higher level of charge-offs experienced in 2010 than in the prior year. The small decline in the allowance allocated to the other loan categories was due to lower charge-off levels in 2010 than the prior year. The growth in the unallocated allowance from 2009 to 2010 was believed prudent based on management's continued concerns regarding the economy and its impact on the ability of borrowers to make loan payments.

Management maintains the allowance at a level which it believes adequately provides for losses inherent in the loan portfolio. Such losses are estimated by a variety of factors, including specific examination of certain borrowing relationships and consideration of historical losses incurred on certain types of credits. Current economic conditions and declining collateral values affect loss estimates. Management focuses on early identification of problem credits through ongoing reviews by management and the independent loan review function. Based on the current state of the economy and a recent review of the loan portfolio, management believes that the allowance for loan losses as of December 31, 2010 is adequate. As charge-offs, changes in the level of nonperforming loans, and changes within the composition of the loan portfolio occur, the provision and allowance for loan losses will be reviewed by the Bank's management and adjusted as necessary.

Noninterest Income
Total noninterest income increased $148,000 in 2010 compared to 2009. Customer service charges were virtually unchanged as decreases in overdraft charges were offset by increases in fees from debit card usage. Gains on sales of loans grew $81,000 in 2010 compared to the prior year as mortgage refinancing activity continued to be stimulated by low interest rates for long-term fixed rate mortgages. ChoiceOne sold $28.1 million and $28.0 million of mortgage loans in 2010 and 2009, respectively. If rates for long-term fixed rate mortgage loans rise in 2011, management believes that mortgage refinancing activity may slow and resulting gains on sales of loans may be lower than in 2010. ChoiceOne's net gains on sales of securities grew $135,000 in 2010 compared to 2009. Gains on sales of preferred stock were $386,000 in 2010 compared to $245,000 in the prior year. These gains represented a recovery of losses recognized on money market preferred securities in 2008. The loss on other than temporary impairment of securities in 2010 and 2009 was related to a municipal security that defaulted upon its maturity in September 2009.

Total noninterest income increased $1,338,000 in 2009 compared to 2008. Customer service charges were $103,000 less in 2009 compared to 2008 due to a $99,000 decrease in overdraft charges. Lower levels of life insurance commission income and mutual fund

10


TABLE OF CONTENTS

commission income in 2009 caused the decline in insurance and investment commission income from 2008. Gains on sales of loans increased $386,000 in 2009 compared to 2008 due to a higher level of mortgage refinancing activity stimulated by low interest rates for long-term fixed rate mortgage loans. ChoiceOne sold $28.0 million of mortgage loans in 2009 compared to $12.2 million in 2008. ChoiceOne had $355,000 of net gains on sales of securities in 2009, compared to $833,000 of net losses in 2008. The net gains in 2009 included $245,000 of gains on sales of preferred stock that represented a recovery of losses recognized on money market preferred securities in 2008. Net losses from sales of securities in 2008 included a $435,000 loss recognized when a money market preferred security was converted to preferred stock. A $432,000 loss on other than temporary impairment of securities in 2008 resulted when a decline in the market value of another money market preferred security was considered to be other than temporary. The net loss on sales of other assets was $230,000 larger in 2009 than in 2008 due to the sale of more real estate properties. An increase of $184,000 in other noninterest income in 2009 compared to 2008 was caused in part by higher levels of check printing fees, rental income from foreclosed properties, and income from an investment in Michigan Bankers Title Company.

Management anticipates that regulatory changes in 2010 and proposed changes for 2011 will continue to have a negative impact on deposit-related fees in 2011. A change that became effective July 1, 2010 restricted ChoiceOne's ability to charge overdraft fees for certain types of transactions, which include automatic teller machine or one-time debit card usage, unless the depositors opted in for overdraft coverage for these types of transactions. This caused some decrease in overdraft fees in the second half of 2010 and will affect the full year of 2011. In addition, the Dodd-Frank Act passed in 2010 gave the Federal Reserve the authority to establish rules regarding interchange fees that are charged for electronic debit transactions. In December 2010, the Federal Reserve proposed a new regulation that would establish standards for determining whether an interchange fee related to an electronic debit transaction is reasonable. The new standards, which are scheduled to become effective on July 21, 2011, propose to set limits at one-third to one-half of the fees currently charged by banks. Although the standards are restricted to banks with assets of $10 billion or more, ChoiceOne believes that the potential restrictions for big banks may also affect community banks like ChoiceOne.

Noninterest Expense
Total noninterest expense decreased $10,000 in 2010 compared to 2009. Salaries and benefits increased $138,000 in 2010 compared to the prior year, partly due to an increase of $113,000 in 401(k) plan expense as ChoiceOne reinstated its company contribution in 2010. Occupancy and equipment expense was $70,000 lower in 2010 than in 2009 as depreciation expense and various other expenses declined from the prior year. The $52,000 increase in data processing expense in 2010 compared to the prior year resulted from higher costs related to electronic banking usage. Professional fees were $46,000 higher in 2010 than in 2009 due to increases in legal, accounting, and consulting costs. Advertising and promotional expense grew $44,000 in 2010 compared to the prior year as a result of more promotion of ChoiceOne's new and existing products. Loan and collection expense declined $99,000 in 2010 compared to 2009 due to lower collection costs for problem loans. FDIC insurance expense was $144,000 lower in 2010 than in the prior year due to a special assessment of $204,000 that was levied in the second quarter of 2009, the effect of which was partially offset by higher deposit balances in 2010 than in 2009. Other noninterest expense grew by $51,000 in 2010 compared to 2009 as a result of changes in a number of expense accounts.

Total noninterest expense increased $548,000 in 2009 compared to 2008. The $238,000 decrease in salaries and benefits expense in 2009 compared to the prior year was partly due to a $141,000 reduction in 401(k) plan expense as no company contribution was made in 2009. Data processing expense grew $213,000 in 2009 compared to 2008 as a result of increased numbers of accounts and increased volumes, especially in the form of electronic banking. Loan and collection expense increased $355,000 in 2009 compared to 2008 as a result of more costs related to other real estate owned and problem loans. FDIC insurance expense was $518,000 higher in 2009 as a result of a special assessment of $204,000 levied in the second quarter of 2009 and a doubling of assessment rates in 2009 compared to 2008. A decrease of $262,000 in other noninterest expense in 2009 compared to 2008 was caused by reductions in training and seminars, Michigan business tax, directors' fees, and various other expenses.

Management believes that loan and collection expense will continue to be affected by Michigan's economy in 2011. The FDIC passed a regulation in November 2010 that changed the deposit insurance assessment base from total domestic deposits to average total assets less average tangible equity. The change is effective with the quarter beginning April 1, 2011. Management anticipates that ChoiceOne's insurance expense may be lower under the adjusted total assets assessment base than it would have been under the total domestic deposits assessment base.

Income Taxes
Income taxes were $654,000 in 2010, compared to benefits of $195,000 in 2009 and $207,000 in 2008. The change in the income tax effect from 2009 to 2010 was caused by a $2.1 million increase in income before income tax in 2010 compared to the prior year. The tax benefit realized in both 2009 and 2008 was due to the level of ChoiceOne's tax-exempt interest income, which was larger than income before income tax in both years.


11


TABLE OF CONTENTS

FINANCIAL CONDITION

Summary
Total assets were $480.5 million as of December 31, 2010, which represented an increase of $14.6 million or 3% from the end of 2009. Cash and cash equivalents grew $4.3 million in 2010 as excess funds from deposit growth were held at correspondent banks or sold as overnight federal funds. Securities available for sale increased $16.4 million during 2010 as management purchased securities to use funds that were provided by deposit growth. Loans declined $5.8 million in 2010 due to sluggish loan demand. Total deposits grew $24.9 million in 2010 due to increases in checking and savings deposits, which were partially offset by a decrease in certificates of deposit. Advances from the Federal Home Loan Bank of Indianapolis were reduced $13.5 million in 2010 as the deposit growth was used to pay off maturing advances.

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

(Dollars in thousands)

 

 

2010

 

 

2009

U.S. Government and federal agency

$

29,066

 

$

18,571

State and municipal

 

47,881

 

 

44,599

Mortgage-backed

 

7,599

 

 

8,929

Corporate

 

2,883

 

 

-

FDIC-guaranteed financial institution debt

 

2,053

 

 

-

Equity securities

 

1,338

 

 

2,314

     Total

$

90,820

 

$

74,413

The securities available for sale portfolio increased $16.4 million from December 31, 2009 to December 31, 2010. ChoiceOne purchased a mix of government agency, municipal, mortgage-backed, corporate securities, and FDIC-guaranteed financial institution debt totaling $44.1 million during 2010 to replace securities that matured or were called and to provide growth in earning assets. Approximately $19.6 million in various securities were called or matured in 2010. Principal payments for municipal and mortgage-backed securities totaling $2.7 million were received during 2010. Various securities totaling approximately $6.1 million were sold during 2010 for net gains totaling $537,000. Approximately $3.7 million of the sales that occurred in 2010 were sales of municipal securities as ChoiceOne lessened its exposure to certain issuers. The Bank's Investment Committee continues to monitor the portfolio and purchases securities as it considers prudent. Also, certain securities are sold under agreements to repurchase and management plans to continue this practice as a low-cost source of funding.

State and municipal securities as of the end of 2010 included a security that matured on September 1, 2009 and was not redeemed by the issuer. A principal payment of $29,000 was received in October 2009 on the par value of $500,000. No further payments have been received. Legal counsel was engaged in September 2009 by the bondholders to work with the issuer on their behalf. ChoiceOne's third party investment advisor is a member of the bondholder executive committee and is working closely with the legal counsel. Due to the uncertainty as to when and how much value will be received for the remaining principal balance of the bond, other than temporary impairments were recorded in 2009 and 2010 to reduce the carrying value to 70% of the remaining par value as of December 31, 2010.

Equity securities included a money market preferred security (MMP) of $838,000 and a trust preferred security of $500,000 as of December 31, 2010 and preferred stock of $954,000, an MMP of $860,000, and a trust preferred security of $500,000 as of December 31, 2009. The preferred stock held as of the end of 2009 was sold in the first quarter of 2010 and a gain of $386,000 was recognized. The MMP had a $162,000 unrealized loss as of December 31, 2010 that was recorded to other comprehensive income. Auctions remain active for this security and interest continues to be received.

Management will continue to monitor its municipal and equity securities closely in 2011. Securities may be sold if believed prudent from a risk standpoint.



12


TABLE OF CONTENTS

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

(Dollars in thousands)

 

 

2010

 

 

2009

Agricultural

$

29,681

 

$

31,322

Commercial and industrial

 

55,947

 

 

53,964

Consumer

 

16,709

 

 

16,285

Real estate - commercial

 

116,351

 

 

121,100

Real estate - construction

 

853

 

 

1,158

Real estate - residential

 

97,399

 

 

98,887

     Total loans

$

316,940

 

$

322,716

The loan portfolio (excluding loans held for sale) decreased $5.8 million from December 31, 2009 to December 31, 2010. Loan demand continued to be sluggish in 2010 as the uncertain economy in Michigan affected the willingness of borrowers to assume debt. Growth was achieved in commercial and industrial loans and consumer loans in 2010 through officer calling activities and marketing of consumer loan products. Loans secured by real estate continued to be affected by reduced collateral values, which impacted the ability to originate these loans. Residential real estate loans were also affected by portfolio loans that were refinanced into long-term fixed rate loans and sold in the secondary market.

Information regarding impaired loans can be found in Note 3 to the consolidated financial statements included in this report. In addition to its review of the loan portfolio for impaired loans, management also monitors various nonperforming loans. Nonperforming loans are comprised of (1) loans accounted for on a nonaccrual basis; (2) loans, not included in nonaccrual loans, which are contractually past due 90 days or more as to interest or principal payments; and (3) loans, not included in nonaccrual or past due 90 days or more, which are considered troubled debt restructurings.

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

(Dollars in thousands)

 

 

2010

 

 

2009

Loans accounted for on a nonaccrual basis

$

6,273

 

$

11,882

Loans contractually past due 90 days

 

 

 

 

 

     or more as to principal or interest payments

 

23

 

 

206

Loans considered troubled debt restructurings

 

 

 

 

 

     which are not included above

 

2,141

 

 

1,919

     Total

$

8,437

 

$

14,007

Nonaccrual loans included $3,621,000 in commercial and industrial and commercial real estate loans, $2,646,000 in residential real estate loans, and $6,000 in consumer loans as of December 31, 2010, compared to $7,805,000, $4,060,000, and $17,000, respectively, as of December 31, 2009. The decreases in nonaccrual loans in 2010 were caused by charge-offs, transfers to other real estate owned, and payments received on loans. Loans considered troubled debt restructurings which were not on a nonaccrual basis and were not 90 days or more past due as to principal or interest payments consisted of $2,141,000 in residential real estate loans as of December 31, 2010, compared to $134,000 in commercial and industrial loans and $1,785,000 in residential real estate loans as of December 31, 2009. Troubled debt restructurings consist of loans where the terms have been modified to assist the borrowers in making their payments. The modifications can include capitalization of interest onto the principal balance, reduction in interest rate, and extension of the loan term. ChoiceOne began making the modifications for residential real estate loans in September 2009 and plans to continue this process in 2011.

Management also maintains a list of loans that are not classified as nonperforming loans but where some concern exists as to the borrowers' abilities to comply with the original loan terms. These loans totaled $21.2 million as of December 31, 2010, compared to $17.1 million as of December 31, 2009.


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TABLE OF CONTENTS

Deposits and Other Funding Sources
The Bank's deposit balances as of December 31 were as follows:

(Dollars in thousands)

 

 

2010

 

 

2009

Noninterest-bearing demand deposits

$

66,932

 

$

60,802

Interest-bearing demand deposits

 

59,853

 

 

43,731

Money market deposits

 

59,021

 

 

58,094

Savings deposits

 

43,572

 

 

36,791

Local certificates of deposit

 

152,602

 

 

159,217

Brokered certificates of deposit

 

7,904

 

 

6,375

     Total deposits

$

389,884

 

$

365,010

Total deposits increased $24.9 million from December 31, 2009 to December 31, 2010. Local deposits grew $23.4 million while brokered certificates of deposit grew $1.5 million since the end of 2009. Management believes that the local deposit growth was due in part to the attractiveness of FDIC-guaranteed deposits in contrast to the uncertainty of investments in the stock market. Deposit growth also resulted from new product offerings and calling efforts on business and municipal clients. The balance in all checking and savings account categories increased during the year while the balance of local certificates of deposit declined. Management believes that some of the local certificate of deposit decrease consisted of transfers into the other interest-bearing deposit accounts since the liquidity obtained offset the relatively small difference in the interest rate paid.

Securities sold under agreements to repurchase increased $1.6 million during 2010. The change was due to a higher balance in sweep repurchase accounts used by the Bank's local customers. Advances from the Federal Home Loan Bank of Indianapolis ("FHLB") decreased $13.5 million in 2010 as growth in deposits caused it to be unnecessary to replace maturing advances. A blanket collateral agreement covering residential real estate loans was pledged against all outstanding advances at the end of 2010. Approximately $35 million of additional advances were available as of December 31, 2010 based on the collateral pledged.

In 2011, management will continue to focus its marketing efforts toward growth in local deposits. If local deposit growth is insufficient to support asset growth, management believes that advances from the FHLB, repurchase agreements and brokered certificates of deposit can address corresponding funding needs.

Shareholders' Equity
Total shareholders' equity increased $1.4 million from December 31, 2009 to December 31, 2010. The growth in equity resulted primarily from the retention of earnings in 2010 as net income exceeded dividends paid by $1.1 million. Issuances of common stock and an increase in accumulated other comprehensive income also contributed to the growth in 2010.

Note 21 to the consolidated financial statements presents regulatory capital information for the Bank at the end of 2010 and 2009. The Bank's capital ratios for total risk-based capital and Tier 1 capital increased slightly in 2010 while the Tier 1 leverage capital ratio declined slightly. Management will monitor these capital ratios closely during 2011 as they relate to asset growth and earnings retention. ChoiceOne's Board of Directors and management do not plan to allow capital to decrease below those levels necessary to be considered "well capitalized" by regulatory guidelines. The Board of Directors and management believe that ChoiceOne's capital level as of December 31, 2010 is adequate for the foreseeable future.

Table 4 - Contractual Obligations

The following table discloses information regarding the maturity of ChoiceOne's contractual obligations at December 31, 2010:

(Dollars in thousands)

 

Payment Due By Period



Contractual Obligations

 



Total

 

 

Less
than
1 year

 

 


1-3
Years

 

 


3-5
Years

 

More
than
5 Years

Time deposits

$

160,506

 

$

101,768

 

$

50,858

 

$

7,764

$

116

Repurchase agreements

 

22,249

 

 

17,249

 

 

5,000

 

 

-

 

-

Advances from Federal Home Loan Bank

 

8,473

 

 

26

 

 

8,055

 

 

60

 

332

Operating leases

 

141

 

 

61

 

 

80

 

 

-

 

-

Other obligations

 

1,161

 

 

151

 

 

124

 

 

151

 

735

   Total

$

192,530

 

$

119,255

 

$

64,117

 

$

7,975

$

1,183


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Liquidity and Interest Rate Risk
Net cash from operating activities was $9.2 million for both 2010 and 2009. The effect of higher net income and the positive change in other assets was offset by the effect of a lower provision for loan losses and lower proceeds from sales of other real estate owned in 2010 compared to 2009. Cash used in investing activities was $16.4 million in 2010 compared to $1.1 million in 2009. The increase was caused by higher net purchases of securities, which was partially offset by lower net loan originations. Cash flows from financing activities were $11.5 million in 2010 compared to $0.5 million in the prior year. The increase resulted from more growth in deposits in 2010 than in 2009 and lower net payments of FHLB advances.

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

Management believes that the current level of liquidity is sufficient to meet the Bank's normal operating needs. This belief is based upon the availability of deposits from both the local and national markets, maturities of securities, normal loan repayments, income retention, federal funds purchased lines from correspondent banks, and advances available from the FHLB. Liquidity risk deals with ChoiceOne's ability to meet its cash flow requirements. These requirements include depositors desiring to withdraw funds and borrowers seeking credit. Relatively short-term liquid funds exist in the form of lines of credit to purchase federal funds at three of the Bank's correspondent banks. As of December 31, 2010, the amount of federal funds available for purchase from the Bank's correspondent banks totaled approximately $23.5 million. ChoiceOne had no federal funds purchased at the end of 2010 or 2009. The Bank also has a line of credit secured by ChoiceOne's commercial loans with the Federal Reserve Bank of Chicago for $41 million, which is designated for nonrecurring short-term liquidity needs. Longer-term liquidity needs may be met through local deposit growth, maturities of securities, normal loan repayments, advances from the FHLB, brokered certificates of deposit, and income retention. Approximately $35 million of borrowing capacity was available from the FHLB based on residential real estate loans pledged as collateral at year-end 2010. The acceptance of brokered certificates of deposit is not limited as long as the Bank's capital to assets ratio is considered to be "well capitalized" under regulatory guidelines.

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










15


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

Table 5 - Maturities and Repricing Schedule

(Dollars in thousands)

 

 

As of December 31, 2010

 

 

0-3
Months

 

 

3-12
Months

 

 

1-5
Years

 

 

Over
5 Years

 


Total

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

     Federal funds sold

$

5,000

 

$

-

 

$

-

 

$

-

$

5,000

     Securities available for sale

 

14,280

 

 

12,049

 

 

37,215

 

 

27,276

 

90,820

     Federal Home Loan Bank stock

 

-

 

 

2,889

 

 

-

 

 

-

 

2,889

     Federal Reserve Bank stock

 

-

 

 

-

 

 

1,270

 

 

-

 

1,270

     Loans held for sale

 

1,610

 

 

-

 

 

-

 

 

-

 

1,610

     Loans

 

72,792

 

 

79,576

 

 

134,245

 

 

30,327

 

316,940

     Cash surrender value of life insurance policies

 

-

 

 

-

 

 

9,520

 

 

-

 

9,520

        Rate-sensitive assets

 

93,682

 

 

94,514

 

 

182,250

 

 

57,603

 

428,049

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

     Interest-bearing demand deposits

 

59,853

 

 

-

 

 

-

 

 

-

 

59,853

     Savings deposits

 

43,572

 

 

-

 

 

-

 

 

-

 

43,572

     Money market deposits

 

59,021

 

 

-

 

 

-

 

 

-

 

59,021

     Certificates of deposit

 

47,038

 

 

55,564

 

 

57,904

 

 

-

 

160,506

     Repurchase agreements

 

17,249

 

 

-

 

 

5,000

 

 

-

 

22,249

     Advances from FHLB

 

-

 

 

-

 

 

8,000

 

 

473

 

8,473

        Rate-sensitive liabilities

 

226,733

 

 

55,564

 

 

70,904

 

 

473

 

353,674

Rate-sensitive assets less rate-sensitive liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

        Asset (liability) gap for the period

$

(133,051

)

$

38,950

 

$

111,346

 

$

57,130

$

74,375

        Cumulative asset (liability) gap

$

(133,051

)

$

(94,101

)

$

17,245

 

$

74,375

 

 

Under this method, the ALCO measures interest rate sensitivity by focusing on the one-year repricing gap. ChoiceOne's ratio of rate-sensitive assets to rate-sensitive liabilities that matured or repriced within a one-year time frame was 67% at December 31, 2010, compared to 69% at December 31, 2009. Table 5 above shows the entire balance of interest-bearing demand deposits, savings deposits, money market deposits, and overnight repurchase agreements in the shortest repricing term. Although these categories have the ability to reprice immediately, management has some control over the actual timing or extent of the changes in interest rates on these liabilities. The ALCO plans to continue to monitor the ratio of rate-sensitive assets to rate-sensitive liabilities on a quarterly basis in 2011. As interest rates change during 2011, the ALCO will attempt to match its maturing assets with corresponding liabilities to maximize ChoiceOne's net interest income.

Another method the ALCO uses to monitor its interest rate sensitivity is to subject rate-sensitive assets and liabilities to interest rate shocks. At December 31, 2010, management used a simulation model to subject its assets and liabilities up to an immediate 400 basis point increase. Management limited the immediate interest rate decrease to a maximum of 15 basis points due to the very low general market rates that existed as of the end of 2010. The maturities of loans and mortgage-backed securities were affected by certain prepayment assumptions. Maturities for interest-bearing core deposits were based on an estimate of the period over which they would be outstanding. The maturities of advances from the FHLB were based on their contractual maturity dates. In the case of variable rate assets and liabilities, repricing dates were used to determine their values. The simulation model measures the effect of immediate interest rate changes on both net interest income and shareholders' equity. ChoiceOne's Interest Rate Risk Policy states that the changes in interest rates cannot cause net interest income to decrease more than 10% if rates are instantaneously shocked 200 basis points upward or downward. ChoiceOne's Interest Rate Risk Policy states that the changes in interest rates cannot cause the market value of shareholders' equity to decrease more than 20% if rates are instantaneously shocked 200 basis points upward or downward.

Table 6 provides an illustration of hypothetical interest rate changes as of December 31, 2010 and 2009, respectively:


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TABLE OF CONTENTS

Table 6 - Sensitivity to Changes in Interest Rates

 

 

2010

 

(Dollars in thousands)

 

Net
Interest
Income

 

 


Percent
Change

 

 

Market
Value of
Equity

 

 


Percent
Change

 

Change in Interest Rates

 

 

 

 

 

 

 

 

 

 

 

 

     400 basis point rise

$

17,936

 

 

+ 2

%

$

68,278

 

 

- 15

%

     300 basis point rise

 

17,896

 

 

+ 2

%

 

71,110

 

 

- 12

%

     200 basis point rise

 

17,853

 

 

+ 1

%

 

74,274

 

 

- 8

%

     100 basis point rise

 

17,541

 

 

-

%

 

77,547

 

 

- 4

%

     Base rate scenario

 

17,606

 

 

-

%

 

80,508

 

 

-

%

     15 basis point decline

 

17,587

 

 

- 1

%

 

80,698

 

 

-

%


 

 

2009

 

(Dollars in thousands)

 

Net
Interest
Income

 

 


Percent
Change

 

 

Market
Value of
Equity

 

 


Percent
Change

 

Change in Interest Rates

 

 

 

 

 

 

 

 

 

 

 

 

     300 basis point rise

$

16,620

 

 

+ 3

%

$

66,959

 

 

- 16

%

     200 basis point rise

 

16,467

 

 

+ 2

%

 

70,620

 

 

- 11

%

     100 basis point rise

 

16,313

 

 

+ 1

%

 

74,682

 

 

- 6

%

     Base rate scenario

 

16,147

 

 

-

%

 

79,513

 

 

-

%

     15 basis point decline

 

16,056

 

 

- 1

%

 

79,871

 

 

+ 1

%

     20 basis point decline

 

16,023

 

 

- 1

%

 

80,086

 

 

+ 1

%

     25 basis point decline

 

15,986

 

 

- 1

%

 

80,250

 

 

+ 1

%

As of both December 31, 2010 and December 31, 2009, the Bank was within its guidelines for immediate rate shocks up and down for both net interest income and the market value of shareholders' equity. The ALCO plans to continue to monitor the effect of changes in interest rates on both net interest income and shareholders' equity and will make changes in the duration of its rate-sensitive assets and rate-sensitive liabilities where necessary.




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TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Management assessed the effectiveness of the Company's system of internal control over financial reporting as of December 31, 2010, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Management's assessment is based on the criteria for effective internal control over financial reporting as described in "Internal Control - Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management has concluded that, as of December 31, 2010, its system of internal control over financial reporting was effective and meets the criteria of the "Internal Control - Integrated Framework." This annual report is not required to include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting.




James A. Bosserd
President and Chief Executive Officer

Thomas L. Lampen
Treasurer

 

 

March 25, 2011

March 25, 2011











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TABLE OF CONTENTS

Plante & Moran, PLLC
Suite 400
634 Front Avenue N.W.
Grand Rapids, MI 49504
Tel: 616.774.8221
Fax: 616.774.0702
plantemoran.com




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying consolidated balance sheet of ChoiceOne Financial Services, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of income, shareholders' equity, and cash flows for each year in the three-year period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ChoiceOne Financial Services, Inc. as of December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each year in the three-year period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.




 

Plante & Moran, PLLC


Grand Rapids, Michigan
March 25, 2011



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TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

 

December 31

 

 

 

2010

 

 

2009

 

Assets

 

 

 

 

 

 

     Cash and due from banks

$

19,074

 

$

9,957

 

     Federal funds sold

 

5,000

 

 

9,793

 

          Cash and cash equivalents

 

24,074

 

 

19,750

 

     Securities available for sale (Note 2)

 

90,820

 

 

74,413

 

     Federal Home Loan Bank stock

 

2,889

 

 

3,304

 

     Federal Reserve Bank stock

 

1,270

 

 

1,270

 

     Loans held for sale

 

1,610

 

 

322

 

     Loans (Note 3)

 

316,940

 

 

322,716

 

     Allowance for loan losses (Note 3)

 

(4,729

)

 

(4,322

)

          Loans, net

 

312,211

 

 

318,394

 

     Premises and equipment, net (Note 5)

 

12,525

 

 

11,918

 

     Other real estate owned, net (Note 7)

 

1,953

 

 

2,201

 

     Loan servicing rights, net (Note 4)

 

347

 

 

491

 

     Cash value of life insurance policies

 

9,520

 

 

9,201

 

     Intangible assets, net (Note 6)

 

2,620

 

 

3,068

 

     Goodwill (Note 6)

 

13,728

 

 

13,728

 

     Other assets

 

6,957

 

 

7,855

 

          Total assets

$

480,524

 

$

465,915

 

Liabilities

 

 

 

 

 

 

     Deposits - noninterest-bearing (Note 8)

$

66,932

 

$

60,802

 

     Deposits - interest-bearing (Note 8)

 

322,952

 

 

304,208

 

          Total deposits

 

389,884

 

 

365,010

 

     Repurchase agreements (Note 9)

 

22,249

 

 

20,684

 

     Advances from Federal Home Loan Bank (Note 10)

 

8,473

 

 

21,980

 

     Other liabilities (Notes 11 and 13)

 

5,605

 

 

5,315

 

          Total liabilities

 

426,211

 

 

412,989

 

Shareholders' Equity (Note 21)

 

 

 

 

 

 

     Preferred stock; shares authorized: 100,000; shares outstanding: none

 

-

 

 

-

 

     Common stock and paid-in capital, no par value; shares authorized: 7,000,000;
        shares outstanding: 3,280,515 in 2010 and 3,265,714 in 2009 (Note 14)

 


46,461

 

 


46,326

 

     Retained earnings

 

6,952

 

 

5,813

 

     Accumulated other comprehensive income, net (Note 16)

 

900

 

 

787

 

          Total shareholders' equity

 

54,313

 

 

52,926

 

          Total liabilities and shareholders' equity

$

480,524

 

$

465,915

 

See accompanying notes to consolidated financial statements.


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TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

 

 

Years ended December 31

 

 

 

2010

 

 

2009

 

 

2008

 

Interest income

 

 

 

 

 

 

 

 

 

   Loans, including fees

$

19,081

 

$

19,915

 

$

22,641

 

   Securities

 

 

 

 

 

 

 

 

 

      Taxable

 

1,460

 

 

1,390

 

 

2,105

 

      Tax exempt

 

1,398

 

 

1,774

 

 

1,722

 

   Other

 

22

 

 

7

 

 

66

 

         Total interest income

 

21,961

 

 

23,086

 

 

26,534

 

Interest expense

 

 

 

 

 

 

 

 

 

   Deposits

 

3,914

 

 

5,553

 

 

8,932

 

   Advances from Federal Home Loan Bank

 

748

 

 

1,186

 

 

1,704

 

   Other borrowings

 

304

 

 

351

 

 

567

 

         Total interest expense

 

4,966

 

 

7,090

 

 

11,203

 

Net interest income

 

16,995

 

 

15,996

 

 

15,331

 

Provision for loan losses (Note 3)

 

3,950

 

 

4,875

 

 

3,475

 

Net interest income after provision for loan losses

 

13,045

 

 

11,121

 

 

11,856

 

Noninterest income

 

 

 

 

 

 

 

 

 

   Customer service charges

 

3,160

 

 

3,177

 

 

3,280

 

   Insurance and investment commissions

 

690

 

 

690

 

 

769

 

   Gains on sales of loans (Note 4)

 

682

 

 

601

 

 

215

 

   Gains (losses) on sales of securities (Note 2)

 

537

 

 

402

 

 

(401

)

   Loss on other than temporary impairment of securities (Note 2)

 

(94

)

 

(47

)

 

(432

)

   Losses on sales of other assets (Note 7)

 

(432

)

 

(434

)

 

(204

)

   Earnings on life insurance policies

 

360

 

 

365

 

 

373

 

   Other income

 

666

 

 

667

 

 

483

 

         Total noninterest income

 

5,569

 

 

5,421

 

 

4,083

 

Noninterest expense

 

 

 

 

 

 

 

 

 

   Salaries and benefits (Notes 13 and 14)

 

7,040

 

 

6,902

 

 

7,140

 

   Occupancy and equipment (Note 5)

 

2,157

 

 

2,227

 

 

2,163

 

   Data processing

 

1,651

 

 

1,599

 

 

1,386

 

   Professional fees

 

675

 

 

629

 

 

645

 

   Supplies and postage

 

497

 

 

504

 

 

537

 

   Advertising and promotional

 

168

 

 

124

 

 

152

 

   Intangible asset amortization (Note 6)

 

448

 

 

469

 

 

494

 

   Loan and collection expense

 

678

 

 

777

 

 

422

 

   FDIC insurance

 

641

 

 

785

 

 

267

 

   Other expense

 

1,294

 

 

1,243

 

 

1,505

 

         Total noninterest expense

 

15,249

 

 

15,259

 

 

14,711

 

Income before income tax

 

3,365

 

 

1,283

 

 

1,228

 

Income tax expense/(benefit) (Note 11)

 

654

 

 

(195

)

 

(207

)

Net income

$

2,711

 

$

1,478

 

$

1,435

 

Basic earnings per common share (Note 15)

$

0.83

 

$

0.45

 

$

0.44

 

Diluted earnings per common share (Note 15)

$

0.83

 

$

0.45

 

$

0.44

 

Dividends declared per common share

$

0.48

 

$

0.48

 

$

0.68

 

See accompanying notes to consolidated financial statements.


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TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in thousands, except per share data)

 

 




Number of
Shares

 


Common
Stock and
Paid in
Capital

 

 




Retained
Earnings

 

Accumulated
Other
Comprehensive
Income (Loss),
Net

 

 





Total

 

Balance, January 1, 2008

 

3,229,814

 

$  45,956

 

 

$  6,665

 

$    521

 

 

$  53,142

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income

 

 

 

 

 

 

1,435

 

 

 

 

1,435

 

   Net change in unrealized gain (loss) on

 

 

 

 

 

 

 

 

 

 

 

 

 

     securities available for sale, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

     of ($228)

 

 

 

 

 

 

 

 

(442

)

 

(442

)

   Net change in funded status of post-

 

 

 

 

 

 

 

 

 

 

 

 

 

     retirement benefit plan

 

 

 

 

 

 

 

 

37

 

 

37

 

     Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

1,030

 

Shares issued

 

16,295

 

147

 

 

 

 

 

 

 

147

 

Change in ESOP repurchase obligation

 

 

 

23

 

 

 

 

 

 

 

23

 

Effect of stock options granted

 

 

 

33

 

 

 

 

 

 

 

33

 

Effect of employee stock purchases

 

 

 

12

 

 

 

 

 

 

 

12

 

Cash dividends declared ($0.68 per share)

 

 

 

 

 

 

(2,202

)

 

 

 

(2,202

)

Balance, December 31, 2008

 

3,246,109

 

$  46,171

 

 

$  5,898

 

$   116

 

 

$  52,185

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income

 

 

 

 

 

 

1,478

 

 

 

 

1,478

 

   Net change in unrealized gain (loss) on

 

 

 

 

 

 

 

 

 

 

 

 

 

     securities available for sale, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

     of $343

 

 

 

 

 

 

 

 

665

 

 

665

 

   Net change in funded status of post-

 

 

 

 

 

 

 

 

 

 

 

 

 

     retirement benefit plan

 

 

 

 

 

 

 

 

6

 

 

6

 

     Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

2,149

 

Shares issued

 

19,605

 

126

 

 

 

 

 

 

 

126

 

Change in ESOP repurchase obligation

 

 

 

(4

)

 

 

 

 

 

 

(4

)

Effect of stock options granted

 

 

 

22

 

 

 

 

 

 

 

22

 

Effect of employee stock purchases

 

 

 

11

 

 

 

 

 

 

 

11

 

Cash dividends declared ($0.48 per share)

 

 

 

 

 

 

(1,563

)

 

 

 

(1,563

)

Balance, December 31, 2009

 

3,265,714

 

$  46,326

 

 

$  5,813

 

$   787

 

 

$  52,926

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income

 

 

 

 

 

 

2,711

 

 

 

 

2,711

 

   Net change in unrealized gain (loss) on

 

 

 

 

 

 

 

 

 

 

 

 

 

     securities available for sale, net of tax of $65

 

 

 

 

 

 

 

 

127

 

 

127

 

   Net change in funded status of post-

 

 

 

 

 

 

 

 

 

 

 

 

 

     retirement benefit plan

 

 

 

 

 

 

 

 

(14

)

 

(14

)

     Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

2,824

 

Shares issued

 

14,805

 

125

 

 

 

 

 

 

 

125

 

Shares cancelled

 

(4

)

-

 

 

 

 

 

 

 

-

 

Change in ESOP repurchase obligation

 

 

 

(16

)

 

 

 

 

 

 

(16

)

Effect of stock options granted

 

 

 

15

 

 

 

 

 

 

 

15

 

Effect of employee stock purchases

 

 

 

11

 

 

 

 

 

 

 

11

 

Cash dividends declared ($0.48 per share)

 

 

 

 

 

 

(1,572

)

 

 

 

(1,572

)

Balance, December 31, 2010

 

3,280,515

 

$  46,461

 

 

$  6,952

 

$   900

 

 

$  54,313

 

See accompanying notes to consolidated financial statements.


22


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

 

Years ended December 31

 

 

 

2010

 

 

2009

 

 

2008

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

  Net income

$

2,711

 

$

1,478

 

$

1,435

 

  Adjustments to reconcile net income to net cash from operating
     activities:

 

 

 

 

 

 

 

 

 

     Provision for loan losses

 

3,950

 

 

4,875

 

 

3,475

 

     Depreciation

 

903

 

 

974

 

 

844

 

     Amortization

 

1,173

 

 

1,102

 

 

996

 

     Compensation expense on stock options and employee purchases

 

26

 

 

33

 

 

45

 

     Losses (gains) on sales of securities

 

(537

)

 

(402

)

 

401

 

     Loss on other than temporary impairment of securities

 

94

 

 

47

 

 

432

 

     Gains on sales of loans

 

(682

)

 

(601

)

 

(215

)

     Loans originated for sale

 

(28,816

)

 

(27,598

)

 

(12,249

)

     Proceeds from loan sales

 

28,088

 

 

27,983

 

 

12,198

 

     Earnings on bank-owned life insurance

 

(360

)

 

(365

)

 

(373

)

     (Gains)/losses on sales of other real estate owned

 

(96

)

 

7

 

 

9

 

     Write-downs of other real estate owned

 

528

 

 

442

 

 

204

 

     Proceeds from sales of other real estate owned

 

1,174

 

 

4,200

 

 

1,270

 

     Deferred federal income tax benefit

 

(163

)

 

(410

)

 

(644

)

     Net change in:

 

 

 

 

 

 

 

 

 

        Other assets

 

875

 

 

(2,289

)

 

372

 

        Other liabilities

 

357

 

 

(241

)

 

(970

)

          Net cash from operating activities

 

9,225

 

 

9,235

 

 

7,230

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

   Sales of securities available for sale

 

6,059

 

 

8,171

 

 

2,540

 

   Maturities, prepayments and calls of securities available for sale

 

22,271

 

 

27,180

 

 

22,206

 

   Purchases of securities available for sale

 

(44,063

)

 

(31,269

)

 

(20,603

)

   Purchase of Federal Reserve Bank stock

 

-

 

 

(1

)

 

(4

)

   Loan originations and payments, net

 

875

 

 

(4,381

)

 

(4,760

)

   Additions to premises and equipment

 

(1,510

)

 

(816

)

 

(764

)

          Net cash from investing activities

 

(16,368

)

 

(1,116

)

 

(1,385

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

   Net change in deposits

 

24,874

 

 

18,012

 

 

(4,846

)

   Net change in repurchase agreements

 

1,565

 

 

1,898

 

 

(2,924

)

   Proceeds from Federal Home Loan Bank advances

 

-

 

 

37,000

 

 

50,000

 

   Payments on Federal Home Loan Bank advances

 

(13,525

)

 

(55,002

)

 

(46,000

)

   Issuance of common stock

 

125

 

 

126

 

 

147

 

   Cash dividends and fractional shares from stock dividends

 

(1,572

)

 

(1,563

)

 

(2,202

)

          Net cash from financing activities

 

11,467

 

 

471

 

 

(5,825

)

Net change in cash and cash equivalents

 

4,324

 

 

8,590

 

 

20

 

Beginning cash and cash equivalents

 

19,750

 

 

11,160

 

 

11,140

 

          Ending cash and cash equivalents

$

24,074

 

$

19,750

 

$

11,160

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

Cash paid for interest

$

5,112

 

$

7,288

 

$

11,519

 

Cash paid for income taxes

 

285

 

 

31

 

 

575

 

Loans transferred to other real estate owned

 

1,358

 

 

3,489

 

 

3,666

 

Other real estate owned transferred to premises and equipment

 

-

 

 

331

 

 

-

 

See accompanying notes to consolidated financial statements.


23


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Principles of Consolidation
The consolidated financial statements include ChoiceOne Financial Services, Inc., its wholly-owned subsidiary, ChoiceOne Bank, and ChoiceOne Bank's wholly-owned subsidiary, ChoiceOne Insurance Agencies, Inc., and its former wholly-owned subsidiary, ChoiceOne Mortgage Company of Michigan (together referred to as "ChoiceOne"). Intercompany transactions and balances have been eliminated in consolidation.

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

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

ChoiceOne Mortgage Company of Michigan (the "Mortgage Company") originated and sold a full line of conventional type mortgage loans for 1-4 family and multi-family residential real estate properties. It also originated second mortgages on residential real estate with home equity term loans and lines of credit. Effective December 31, 2008, ChoiceOne consolidated the operations of the Mortgage Company into the Bank and eliminated the mortgage company subsidiary.

Together, the Bank, the Insurance Agency, and the former Mortgage Company account for substantially all of ChoiceOne's assets, revenues and operating income.

Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, ChoiceOne's management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. Actual results may differ from these estimates. Estimates associated with securities available for sale, the allowance for loan losses, other real estate owned, core deposit intangible assets, loan servicing rights, goodwill, and fair values of certain financial instruments are particularly susceptible to change.

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

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

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

Declines in the fair value of securities below their cost that are other than temporary are reflected as recognized losses. In estimating other than temporary losses, management considers: the length of time and extent that fair value has been less than cost, the financial condition and near-term prospects of the issuer, and ChoiceOne's ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value.


24


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Allowance for Loan Losses
The allowance for loan losses is a valuation allowance for probable incurred credit losses. The allowance is increased by the provision for loan losses and decreased by loans charged off less any recoveries of charged off loans. Management estimates the allowance balance required based on past loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off. Loan losses are charged against the allowance when management believes the collectibility of a loan balance is not possible.

The allowance consists of general and specific components. The general component covers non-classified loans and is based on historical loss experience adjusted for current factors. The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful.

A loan is impaired when full payment under the loan terms is not expected. Commercial loans are evaluated for impairment on an individual loan basis. If a loan is considered impaired, a portion of the allowance for loan losses is allocated to the loan so that it is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans such as consumer and real estate mortgage loans are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures.

Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation. Land is carried at cost. Land improvements are depreciated using the straight-line method with useful lives ranging from 7 to 15 years. Building and related components are depreciated using the straight-line method with useful lives ranging from 5 to 39 years. Leasehold improvements are depreciated over the shorter of the estimated life or the lease term. Furniture and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 7 years. Fixed assets are periodically reviewed for impairment when events indicate their carrying amounts may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

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

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


25


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Employee Benefit Plans
ChoiceOne's 401(k) plan allows participants to contribute up to the IRS maximum. Contributions from ChoiceOne to its 401(k) plan are discretionary. ChoiceOne also allows retired employees to participate in its health insurance plan. Employees who have attained age 55 and completed at least ten years of service to ChoiceOne are eligible to participate as a retiree until they are eligible for Medicare. These postretirement benefits are accrued during the years in which the employee provides service.

Employee Stock Ownership Plan
The cost of shares issued to the Employee Stock Ownership Plan (the "ESOP") but not yet allocated to participants is presented as a reduction of shareholders' equity. Compensation expense is recorded based on the market price of the shares as they are committed to be released for allocation to participant accounts. The difference between the market price and the cost of shares committed to be released is recorded as an adjustment to additional paid-in capital. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings while dividends on unallocated ESOP shares are reflected as a reduction of debt and accrued interest. Upon distribution of shares to a participant, the participant has the right to require the Company to purchase his or her shares at fair value in accordance with the terms and conditions of the ESOP. As such, these shares are not classified in shareholders' equity as permanent equity.

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

Earnings Per Share
Basic earnings per common share ("EPS") is based on weighted-average common shares outstanding. The weighted-average number of shares used in the computation of basic and diluted EPS includes shares allocated to the ESOP. Diluted EPS further assumes issue of any dilutive potential common shares issuable under stock options. Earnings and dividends per share are restated for stock dividends and splits through the issue date of the financial statements.

Comprehensive Income
Comprehensive income consists of net income and other comprehensive income or loss. Other comprehensive income or loss includes unrealized gains and losses on securities available for sale, net of tax, and changes in the funded status of postretirement plans which are also recognized as a separate component of shareholders' equity.

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

Cash Restrictions
Cash on hand or on deposit with the Federal Reserve Bank of $83,000 and $221,000 was required to meet regulatory reserve and clearing requirements at December 31, 2010 and 2009, respectively. The balance in excess of the amount required was interest-bearing as of December 31, 2010 and December 31, 2009.

Stock-Based Compensation
ChoiceOne records stock-based compensation cost using the fair value method. Compensation costs related to stock options granted is disclosed in Note 14.


26


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dividend Restrictions
Banking regulations require the maintenance of certain capital levels and may limit the amount of dividends that may be paid by the Bank to ChoiceOne (see Note 21).

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

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

Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board ("FASB") issued ASU No. 2010-06 "Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements." ASU 2010-06 amends the fair value disclosure guidance. The amendments include new disclosures and changes to clarify existing disclosure requirements. ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements of Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The impact of ASU 2010-06 on ChoiceOne's disclosures is reflected in Note 19 of the consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20 "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses." ASU 2010-20 requires expansion of the disclosure about the credit quality of ChoiceOne's loans and the related reserves against them. The additional disclosures will include details on past due loans and credit quality indicators. For public entities, ASU 2010-20 disclosures of period-end balances are effective for interim and annual reporting periods ending on or after December 15, 2010 and are included in Note 3 of the consolidated financial statements. Disclosures related to activity that occurs during the reporting period are required for interim and annual reporting periods beginning on or after December 15, 2010.

Reclassifications
Certain amounts presented in prior year consolidated financial statements have been reclassified to conform to the current year's 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) at December 31 were as follows:

 

 

2010

(Dollars in thousands)

 


Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 


Fair
Value

U.S. Government and federal agency

$

28,737

 

$

382

 

$

(53

)

$

29,066

State and municipal

 

47,319

 

 

935

 

 

(373

)

 

47,881

Mortgage-backed

 

7,307

 

 

298

 

 

(6

)

 

7,599

Corporate

 

2,854

 

 

36

 

 

(7

)

 

2,883

FDIC-guaranteed financial institution debt

 

2,020

 

 

33

 

 

-

 

 

2,053

Equity securities

 

1,500

 

 

-

 

 

(162

)

 

1,338

     Total

$

89,737

 

$

1,684

 

$

(601

)

$

90,820


27


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

 

2009

(Dollars in thousands)

 


Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 


Fair
Value

U.S. Government and federal agency

$

18,550

 

$

108

 

$

(87

)

$

18,571

State and municipal

 

44,230

 

 

699

 

 

(330

)

 

44,599

Mortgage-backed

 

8,672

 

 

285

 

 

(28

)

 

8,929

Equity securities

 

2,069

 

 

385

 

 

(140

)

 

2,314

     Total

$

73,521

 

$

1,477

 

$

(585

)

$

74,413

Information regarding sales of securities available for sale follows:

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

Proceeds from sales of securities

$

6,059

 

$

8,171

 

$

2,540

Gross realized gains

 

540

 

 

414

 

 

39

Gross realized losses

 

3

 

 

12

 

 

440

Loss on other than temporary impairment

 

94

 

 

47

 

 

432

Contractual maturities of securities available for sale at December 31, 2010 were as follows:

(Dollars in thousands)

 

Fair
Value

Due within one year

$

15,389

Due after one year through five years

 

46,697

Due after five years through ten years

 

18,337

Due after ten years

 

1,460

     Total debt securities

 

81,883

Mortgage-backed securities, not due at a specific date

 

7,599

Equity securities

 

1,338

     Total

$

90,820

Various securities were pledged as collateral for securities sold under agreements to repurchase and for Treasury, Tax, and Loan accounts. The carrying amount of securities pledged as collateral at December 31 was as follows:

(Dollars in thousands)

 

 

2010

 

 

2009

Securities pledged for securities sold under agreements to repurchase

$

27,509

 

$

24,800

Securities pledged for Treasury, Tax, and Loan accounts

 

-

 

 

521

     Total securities pledged as collateral

$

27,509

 

$

25,321

Securities with unrealized losses at year-end 2010 and 2009, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, were as follows:

(Dollars in thousands)

 

2010

 

 

 

Less than 12 months

 

 

More than 12 months

 

 

Total

 

 

 

Fair
Value

 

 

Unrealized
Losses

 

 

Fair
Value

 

 

Unrealized
Losses

 

 

Fair
Value

 

Unrealized
Losses

 

U.S. Government and federal
   agency


$


4,663

 


$


(53


)


$


-

 


$


-

 


$


4,663


$


(53


)

State and municipal

 

11,341

 

 

(297

)

 

1,460

 

 

(76

)

 

12,801

 

(373

)

Mortgage-backed

 

938

 

 

(6

)

 

-

 

 

-

 

 

938

 

(6

)

Corporate

 

540

 

 

(7

)

 

-

 

 

-

 

 

540

 

(7

)

Equity securities

 

-

 

 

-

 

 

838

 

 

(162

)

 

838

 

(162

)

     Total temporarily impaired

$

17,482

 

$

(363

)

$

2,298

 

$

(238

)

$

19,780

$

(601

)


28


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

2009

 

 

 

Less than 12 months

 

 

More than 12 months

 

 

Total

 

 

 

Fair
Value

 

 

Unrealized
Losses

 

 

Fair
Value

 

 

Unrealized
Losses

 

 

Fair
Value

 

Unrealized
Losses

 

U.S. Government and federal
   agency


$


8,033

 


$


(87


)


$


-

 


$


-

 


$


8,033


$


(87


)

State and municipal

 

9,211

 

 

(244

)

 

1,771

 

 

(86

)

 

10,982

 

(330

)

Mortgage-backed

 

1,465

 

 

(28

)

 

-

 

 

-

 

 

1,465

 

(28

)

Equity securities

 

-

 

 

-

 

 

860

 

 

(140

)

 

860

 

(140

)

     Total temporarily impaired

$

18,709

 

$

(359

)

$

2,631

 

$

(226

)

$

21,340

$

(585

)

One municipal security with a fair value of $306,000 was considered to be other than temporarily impaired as of December 31, 2010. The issuer of the security defaulted upon its maturity of September 1, 2009. Impairment losses of $141,000 have been recorded through December 2010 due to uncertainty as to when principal repayment will be received. In the case of the remaining state and municipal securities, ChoiceOne does not intend to sell the securities prior to a recovery in their value nor is it likely that ChoiceOne would be forced to sell them. Equity securities included a Money Market Preferred auction rate security (MMP) with a fair value of $838,000 as of December 31, 2010. Auctions remain active for the MMP and interest payments have remained current.

An impairment loss of $432,000 was recorded in December 2008 when a decline in the market value of an MMP was considered to be other than temporary. The MMP was converted to 40,000 shares of preferred stock in January 2009 when auction activity ceased and the collateral supporting the MMP was unwound. A gain of $32,000 was recognized upon the conversion. Subsequent to the conversion, ChoiceOne sold 15,000 shares in 2009 for a gain of $92,000 and 25,000 shares in 2010 for a gain of $204,000.

ChoiceOne evaluates all securities on a quarterly basis for other than temporary impairment. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of ChoiceOne to retain its investment in the issue for a period of time sufficient to allow for any anticipated recovery in fair value. Except for the impairments described in the previous paragraphs, no other than temporary impairments were recorded in 2010 or 2009.

Note 3 - Loans and Allowance for Loan Losses

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

(Dollars in thousands)

 

 

2010

 

 

2009

 

Agricultural

$

29,681

 

$

31,322

 

Commercial and industrial

 

55,947

 

 

53,964

 

Consumer

 

16,709

 

 

16,285

 

Real estate - commercial

 

116,351

 

 

121,100

 

Real estate - construction

 

853

 

 

1,158

 

Real estate - residential

 

97,399

 

 

98,887

 

     Loans, gross

 

316,940

 

 

322,716

 

Allowance for loan losses

 

(4,729

)

 

(4,322

)

     Loans, net

$

312,211

 

$

318,394

 

Activity in the allowance for loan losses was as follows:

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

 

Balance, beginning of year

$

4,322

 

$

3,600

 

$

3,600

 

Provision charged to expense

 

3,950

 

 

4,875

 

 

3,475

 

Recoveries credited to the allowance

 

341

 

 

541

 

 

353

 

Loans charged off

 

(3,884

)

 

(4,694

)

 

(3,828

)

Balance, end of year

$

4,729

 

$

4,322

 

$

3,600

 


29


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

(Dollars in thousands)

 



Agricultural

 

Commercial
and
Industrial

 



Consumer

 


Commercial
Real Estate

 


Construction
Real Estate

 


Residential
Real Estate

 



Unallocated

 



Total

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

$

124

 

$

735

 

$

306

 

$

1,546

 

$

3

 

$

1,590

 

$

18

 

$

4,322

 

Charge-offs

 

-

 

 

(765

)

 

(444

)

 

(1,523

)

 

-

 

 

(1,152

)

 

-

 

 

(3,884

)

Recoveries

 

-

 

 

68

 

 

230

 

 

16

 

 

-

 

 

27

 

 

-

 

 

341

 

Provision

 

57

 

 

603

 

 

151

 

 

1,690

 

 

(1

)

 

1,089

 

 

361

 

 

3,950

 

Ending balance

$

181

 

$

641

 

$

243

 

$

1,729

 

$

2

 

$

1,554

 

$

379

 

$

4,729

 

Individually evaluated for
  impairment


$


-

 


$


-

 


$


-

 


$


582

 


$


-

 


$


-

 


$


-

 


$


582

 

Collectively evaluated for
  impairment


$


181

 


$


641

 


$


243

 


$


1,147

 


$


2

 


$


1,554

 


$


379

 


$


4,147

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for
  impairment


$


39

 


$


272

 


$


-

 


$


3,529

 


$


-

 


$


2,733

 

 

 

 


$


6,573

 

Collectively evaluated for
  impairment

 


29,642

 

 


55,675

 

 


16,709

 

 


112,822

 

 


853

 

 


94,666

 

 

 

 

 


310,367

 

Ending balance

$

29,681

 

$

55,947

 

$

16,709

 

$

116,351

 

$

853

 

$

97,399

 

 

 

 

$

316,940

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

$

-

 

$

754

 

$

351

 

$

1,100

 

$

5

 

$

1,124

 

$

266

 

$

3,600

 

Charge-offs

 

-

 

 

(1,558

)

 

(535

)

 

(1,218

)

 

(14

)

 

(1,369

)

 

-

 

 

(4,694

)

Recoveries

 

-

 

 

102

 

 

246

 

 

58

 

 

29

 

 

106

 

 

-

 

 

541

 

Provision

 

124

 

 

1,437

 

 

244

 

 

1,606

 

 

(17

)

 

1,729

 

 

(248

)

 

4,875

 

Ending balance

$

124

 

$

735

 

$

306

 

$

1,546

 

$

3

 

$

1,590

 

$

18

 

$

4,322

 

Individually evaluated for
  impairment


$


29

 


$


52

 


$


-

 


$


1,031

 


$


-

 


$


-

 


$


-

 


$


1,112

 

Collectively evaluated for
  impairment


$


95

 


$


683

 


$


306

 


$


515

 


$


3

 


$


1,590

 


$


18

 


$


3,210

 


30


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 



Agricultural

 

Commercial
and
Industrial

 



Consumer

 


Commercial
Real Estate

 


Construction
Real Estate

 


Residential
Real Estate

 



Unallocated

 



Total

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for
  impairment


$


378

 


$


698

 


$


-

 


$


6,886

 


$


-

 


$


1,785

 

 

 

 


$


9,747

 

Collectively evaluated for
  impairment

 


30,944

 

 


53,266

 

 


16,285

 

 


114,214

 

 


1,158

 

 


97,102

 

 

 

 

 


312,969

 

Ending balance

$

31,322

 

$

53,964

 

$

16,285

 

$

121,100

 

$

1,158

 

$

98,887

 

 

 

 

$

322,716

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

$

-

 

$

1,211

 

$

489

 

$

945

 

$

-

 

$

891

 

$

64

 

$

3,600

 

Charge-offs

 

-

 

 

(1,193

)

 

(568

)

 

(815

)

 

-

 

 

(1,252

)

 

-

 

 

(3,828

)

Recoveries

 

-

 

 

60

 

 

252

 

 

35

 

 

-

 

 

6

 

 

-

 

 

353

 

Provision

 

-

 

 

676

 

 

178

 

 

935

 

 

5

 

 

1,479

 

 

202

 

 

3,475

 

Ending balance

$

-

 

$

754

 

$

351

 

$

1,100

 

$

5

 

$

1,124

 

$

266

 

$

3,600

 

Individually evaluated for
  impairment


$


-

 


$


75

 


$


-

 


$


470

 


$


-

 


$


-

 


$


-

 


$


545

 

Collectively evaluated for
  impairment


$


-

 


$


679

 


$


351

 


$


630

 


$


5

 


$


1,124

 


$


266

 


$


3,055

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for
  impairment


$


-

 


$


273

 


$


-

 


$


1,845

 


$


-

 


$


-

 

 

 

 


$


2,118

 

Collectively evaluated for
  impairment

 


23,408

 

 


57,314

 

 


16,047

 

 


122,107

 

 


2,026

 

 


102,957

 

 

 

 

 


323,859

 

Ending balance

$

23,408

 

$

57,587

 

$

16,047

 

$

123,952

 

$

2,026

 

$

102,957

 

 

 

 

$

325,977

 

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 rating 1 through 3: These loans are considered pass credits. They exhibit acceptable to exceptional credit risk and demonstrate the ability to repay the loan from normal business operations.

Risk rating 4: These loans are considered watch credits. They have potential developing weaknesses that, if not corrected, may cause deterioration in the ability of the borrower to repay the loan. While a loss is possible for a loan with this rating, it is not anticipated.

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

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

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

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


31


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Dollars in thousands)
Corporate Credit Exposure - Credit Risk Profile By Creditworthiness Category

 

Agricultural

 

Commercial and Industrial

 

Commercial Real Estate

 

 

2010

 

 

2009

 

 

2010

 

 

2009

 

 

2010

 

 

2009

Risk rating 2

$

1,901

 

$

2,248

 

$

2,818

 

$

3,438

 

$

6,755

 

$

6,066

Risk rating 3

 

17,592

 

 

21,112

 

 

29,806

 

 

28,342

 

 

57,265

 

 

56,402

Risk rating 4

 

8,919

 

 

7,417

 

 

20,198

 

 

17,650

 

 

31,921

 

 

38,597

Risk rating 5

 

1,017

 

 

-

 

 

2,703

 

 

3,780

 

 

14,069

 

 

9,600

Risk rating 6

 

213

 

 

488

 

 

251

 

 

328

 

 

5,412

 

 

5,451

Risk rating 7

 

39

 

 

57

 

 

171

 

 

426

 

 

929

 

 

4,984

 

$

29,681

 

$

31,322

 

$

55,947

 

$

53,964

 

$

116,351

 

$

121,100

Consumer Credit Exposure - Credit Risk Profile Based On Payment Activity

 

Consumer

 

Construction Real Estate

 

Residential Real Estate

 

 

2010

 

 

2009

 

 

2010

 

 

2009

 

 

2010

 

 

2009

Performing

$

16,519

 

$

16,267

 

$

853

 

$

1,158

 

$

92,885

 

$

93,177

Nonperforming

 

190

 

 

18

 

 

-

 

 

-

 

 

4,514

 

 

5,710

 

$

16,709

 

$

16,285

 

$

853

 

$

1,158

 

$

97,399

 

$

98,887

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.





32


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impaired loans by loan category as of December 31 follow:

(Dollars in thousands)

 


Recorded
Investment

 

Unpaid
Principal
Balance

 


Related
Allowance

 

Average
Recorded
Investment

 

Interest
Income
Recognized

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

$

39

 

$

44

 

$

-

 

$

165

 

$

-

 

   Commercial and industrial

 

222

 

 

229

 

 

-

 

 

211

 

 

(5

)

   Commercial real estate

 

1,914

 

 

2,385

 

 

-

 

 

1,951

 

 

(2

)

   Residential real estate

 

2,733

 

 

2,736

 

 

-

 

 

2,640

 

 

170

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

-

 

 

-

 

 

-

 

 

65

 

 

-

 

   Commercial and industrial

 

50

 

 

50

 

 

50

 

 

464

 

 

12

 

   Commercial real estate

 

1,615

 

 

1,672

 

 

531

 

 

3,591

 

 

(3

)

   Residential real estate

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

39

 

 

44

 

 

-

 

 

230

 

 

-

 

   Commercial and industrial

 

272

 

 

279

 

 

50

 

 

675

 

 

7

 

   Commercial real estate

 

3,529

 

 

4,057

 

 

531

 

 

5,542

 

 

(5

)

   Residential real estate

 

2,733

 

 

2,736

 

 

-

 

 

2,640

 

 

170

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

$

321

 

$

321

 

$

-

 

$

174

 

$

1

 

   Commercial and industrial

 

535

 

 

1,304

 

 

-

 

 

550

 

 

21

 

   Commercial real estate

 

2,287

 

 

2,549

 

 

-

 

 

3,728

 

 

67

 

   Residential real estate

 

1,785

 

 

1,785

 

 

-

 

 

357

 

 

20

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

57

 

 

58

 

 

28

 

 

48

 

 

-

 

   Commercial and industrial

 

163

 

 

163

 

 

82

 

 

191

 

 

6

 

   Commercial real estate

 

4,599

 

 

4,637

 

 

986

 

 

3,200

 

 

(17

)

   Residential real estate

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

378

 

 

379

 

 

28

 

 

222

 

 

1

 

   Commercial and industrial

 

698

 

 

1,467

 

 

82

 

 

741

 

 

27

 

   Commercial real estate

 

6,886

 

 

7,186

 

 

986

 

 

6,928

 

 

50

 

   Residential real estate

 

1,785

 

 

1,785

 

 

-

 

 

357

 

 

20

 

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

(Dollars in thousands)

 


30 to 59
Days

 


60 to 89
Days

 

Greater
Than 90
Days (1)

 



Total

 


Loans Not
Past Due

 



Total Loans

 

90 Days Past
Due and
Accruing

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural

$

71

 

$

7

 

$

39

 

$

117

 

$

29,564

 

$

29,681

 

$

-

Commercial and industrial

 

133

 

 

175

 

 

142

 

 

450

 

 

55,497

 

 

55,947

 

 

-

Consumer

 

84

 

 

41

 

 

29

 

 

154

 

 

16,555

 

 

16,709

 

 

23

Commercial real estate

 

266

 

 

646

 

 

2,129

 

 

3,041

 

 

113,310

 

 

116,351

 

 

-

Construction real estate

 

-

 

 

-

 

 

-

 

 

-

 

 

853

 

 

853

 

 

-

Residential real estate

 

1,223

 

 

833

 

 

2,249

 

 

4,305

 

 

93,094

 

 

97,399

 

 

-

 

$

1,777

 

$

1,702

 

$

4,588

 

$

8,067

 

$

308,873

 

$

316,940

 

$

23


(1)

Includes nonaccrual loans.


33


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nonaccrual loans by loan category as of December 31 follow:

(Dollars in thousands)

 

 

2010

 

2009

Agricultural

$

64

$

387

Commercial and industrial

 

256

 

441

Consumer

 

5

 

17

Commercial real estate

 

3,302

 

6,977

Construction real estate

 

-

 

-

Residential real estate

 

2,646

 

4,060

 

$

6,273

$

11,882

Note 4 - Mortgage Banking

Activity during the year was as follows:

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

Loans originated for resale, net of principal payments

$

28,816

 

$

27,598

 

$

12,249

Proceeds from loan sales

 

28,088

 

 

27,983

 

 

12,198

Net gains on sales of loans held for sale

 

682

 

 

601

 

 

215

Loan servicing fees, net of amortization

 

41

 

 

4

 

 

67

Loans serviced for others are not reported as assets in the accompanying consolidated balance sheets. The unpaid principal balances of these loans were $107 million and $117 million at December 31, 2010 and 2009, respectively. The Bank maintains custodial escrow balances in connection with these serviced loans; however, such escrows were immaterial at December 31, 2010 and 2009.

Activity for loan servicing rights was as follows:

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

 

Balance, beginning of year

$

491

 

$

580

 

$

792

 

Capitalized

 

122

 

 

210

 

 

51

 

Amortization

 

(266

)

 

(299

)

 

(263

)

Balance, end of year

$

347

 

$

491

 

$

580

 

The fair value of loan servicing rights was $852,000 and $1,048,000 as of December 31, 2010 and 2009, respectively. Consequently, a valuation allowance was not necessary at year-end 2010 or 2009. The fair value of servicing rights at December 31, 2010 was determined using a discount rate of 7.7% and prepayment speeds ranging from 0% to 35%. The fair value of servicing rights at December 31, 2009 was determined using a discount rate of 7.6% and prepayment speeds ranging from 0% to 17%.

Note 5 - Premises and Equipment

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

(Dollars in thousands)

 

 

2010

 

 

2009

 

Land and land improvements

$

4,025

 

$

3,918

 

Leasehold improvements

 

36

 

 

37

 

Buildings

 

10,950

 

 

10,595

 

Furniture and equipment

 

4,178

 

 

3,312

 

     Total cost

 

19,189

 

 

17,862

 

Accumulated depreciation

 

(6,664

)

 

(5,944

)

     Premises and equipment, net

$

12,525

 

$

11,918

 

Depreciation expense was $903,000, $974,000, and $844,000 for 2010, 2009 and 2008, respectively.


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TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Bank leases certain branch properties and automated-teller machine locations in its normal course of business. Rent expense totaled $78,000, $71,000, and $70,000 for 2010, 2009 and 2008, respectively. Rent commitments under non-cancelable operating leases were as follows, before considering renewal options that generally are present (dollars in thousands):

2011

$

60

2012

 

46

2013

 

34

     Total

$

140

Note 6 - Goodwill and Intangible Assets

Goodwill
There were no changes in the goodwill balance in 2010 or 2009. ChoiceOne engaged an outside consulting firm to assist management in performing its annual evaluation of goodwill for impairment as of June 30, 2010. The appraisal methodology used to calculate the fair value included the income approach, which was a discounted cash flow value based on projected earnings capacity, and the market approach, which was based on price-to-earnings multiples, price-to-tangible book value ratios, and core deposit premiums for selected bank sale transactions. The results from the valuation approaches were used to calculate an estimate of the fair value of ChoiceOne's equity, which was compared to the carrying value of equity to determine whether the Step 1 test under generally accepted accounting principles that govern the valuation of goodwill was passed. The goodwill analysis determined that the fair value of ChoiceOne's equity exceeded the carrying value by 4.6%. Based on this assessment, management believed that there was no indication of goodwill impairment at June 30, 2010. Based on the testing performed and a review of factors that might impact ChoiceOne's stock value subsequent to the annual evaluation, no impairment of goodwill was deemed to exist as of December 31, 2010.

Acquired Intangible Assets
Information for acquired intangible assets at December 31 follows:

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

Gross
Carrying
Amount

 

 


Accumulated
Amortization

 

 

Gross
Carrying
Amount

 

 


Accumulated
Amortization

Core deposit intangible

$

4,134

 

$

1,723

 

$

4,134

 

$

1,309

Other intangible assets

 

348

 

 

139

 

 

473

 

 

230

     Totals

$

4,482

 

$

1,862

 

$

4,607

 

$

1,539

The core deposit intangible is being amortized on a straight-line basis over ten years and other intangible assets are being amortized over periods ranging from two to ten years. Aggregate amortization expense was $448,000, $469,000 and $494,000 for 2010, 2009 and 2008, respectively. The estimated amortization expense for the next five years ending December 31 is as follows:

(Dollars in thousands)

 

 

Core
Deposit
Intangible

 

Other
Intangible
Assets

 



Total

2011

$

413

$

35

$

448

2012

 

413

 

35

 

448

2013

 

413

 

35

 

448

2014

 

413

 

35

 

448

2015

 

413

 

35

 

448

Thereafter

 

345

 

35

 

380

     Total

$

2,410

$

210

$

2,620


35


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Other Real Estate Owned

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

(Dollars in thousands)

 

 

2010

 

 

2009

 

Balance, beginning of year

$

2,201

 

$

3,692

 

Transfers from loans

 

1,358

 

 

3,489

 

Reclassification to buildings

 

-

 

 

(331

)

Proceeds from sales

 

(1,174

)

 

(4,200

)

(Gains)/losses on sales

 

96

 

 

(7

)

Write-downs

 

(528

)

 

(442

)

Balance, end of year

$

1,953

 

$

2,201

 

Activity in the valuation allowance on other real estate owned was as follows:

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

 

Balance, beginning of year

$

438

 

$

206

 

$

30

 

Write-downs charged to expense

 

528

 

 

442

 

 

205

 

Deletions from sales of other real estate owned

 

(57

)

 

(210

)

 

(29

)

Balance, end of year

$

909

 

$

438

 

$

206

 

Note 8 - Deposits

Deposit balances as of December 31 consisted of the following:

(Dollars in thousands)

 

 

2010

 

 

2009

Noninterest-bearing demand deposits

$

66,932

 

$

60,802

Interest-bearing demand deposits

 

59,853

 

 

43,731

Money market deposits

 

59,021

 

 

58,094

Savings deposits

 

43,572

 

 

36,791

Local certificates of deposit

 

152,602

 

 

159,217

Brokered certificates of deposit

 

7,904

 

 

6,375

     Total deposits

$

389,884

 

$

365,010

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

(Dollars in thousands)

     2011

$

101,768

     2012

 

41,245

     2013

 

9,613

     2014

 

2,710

     2015

 

5,054

     2016

 

116

          Total

$

160,506

The Bank had certificates of deposit issued in denominations of $100,000 or greater totaling $72.6 million and $68.4 million at December 31, 2010 and 2009, respectively. The Bank had brokered certificates of deposit totaling $7.9 million at December 31, 2010 compared to $6.4 million at December 31, 2009. As of December 31, 2010, the weighted average interest rate on these brokered certificates of deposit was 1.26% with maturities ranging from May 2011 to May 2013. In addition, the Bank had $18.5 million of certificates of deposit as of December 31, 2010 and $20.0 million as of December 31, 2009 that had been issued through the


36


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certificate of Deposit Account Registry Service (CDARS). Although certificates of deposit issued through CDARS are issued to local customers, this type of deposit is classified as brokered deposits for regulatory purposes.

Note 9 - Repurchase Agreements

Securities sold under agreements to repurchase are advances to the Bank by customers or another bank. These agreements are direct obligations of the Bank and are secured by securities held in safekeeping at a correspondent bank. Most repurchase agreements with Bank customers mature daily. As of December 31, 2010, the Bank had a $5 million structured repurchase agreement with a correspondent bank maturing on July 31, 2012 with a fixed interest rate of 4.55%. The repurchase agreement became putable by the correspondent quarterly starting July 1, 2009. Information regarding repurchase agreements follows:

(Dollars in thousands)

 

 

2010

 

 

 

2009

 

Outstanding balance at December 31

$

22,249

 

 

$

20,684

 

Average interest rate at December 31

 

1.33

%

 

 

1.64

%

Average balance during the year

$

19,269

 

 

$

18,419

 

Average interest rate during the year

 

1.58

%

 

 

1.88

%

Maximum month end balance during the year

$

22,249

 

 

$

20,684

 

Note 10 - Federal Home Loan Bank Advances

At December 31, advances from the Federal Home Loan Bank (the "FHLB") were as follows:

(Dollars in thousands)

 

 

2010

 

 

 

2009

Maturities ranging from January 2011 to November
2024, fixed interest rates ranging from 2.54% to
4.16%, with an average rate of 3.58%



$



8,473

 

 

 

 

Maturities ranging from January 2010 to November
2024, fixed interest rates ranging from 3.98% to
5.95%, with an average rate of 4.55%

 

 

 

 



$



21,980

Total advances outstanding at year-end

$

8,473

 

 

$

21,980

Penalties are charged on fixed rate advances that are paid prior to maturity. No fixed rate advances were paid prior to maturity in 2010, 2009 or 2008. An advance maturing in 2012 may be converted to a variable rate by the FHLB. If the FHLB exercises its option, the Bank may prepay the advance without penalty. Advances were secured by residential real estate loans with a carrying value of approximately $66 million at December 31, 2010 and by residential real estate loans with a carrying value of approximately $83 million at December 31, 2009. Based on this collateral, the Bank was eligible to borrow an additional $35 million at year-end 2010. The scheduled maturities of advances from the FHLB at December 31, 2010 were as follows (dollars in thousands):

2011

$

26

2012

 

5,027

2013

 

3,028

2014

 

29

2015

 

31

Thereafter

 

332

     Total

$

8,473


37


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11 - Income Taxes

Information as of December 31 and for the year follows:

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

Current federal income tax expense

$

817

 

$

215

 

$

437

 

Deferred federal income tax benefit

 

(163

)

 

(410

)

 

(644

)

     Income tax expense/(benefit)

$

654

 

$

(195

)

$

(207

)


 

 

2010

 

 

2009

 

 

2008

 

Reconciliation of Income Tax Provision to Statutory Rate

 

 

 

 

 

 

 

 

 

Income tax computed at statutory federal rate of 34%

$

1,144

 

$

436

 

$

418

 

Tax exempt interest income

 

(483

)

 

(608

)

 

(644

)

Tax exempt earnings on bank-owned life insurance

 

(122

)

 

(124

)

 

(126

)

Nondeductible interest expense

 

25

 

 

44

 

 

72

 

Other items

 

90

 

 

57

 

 

73

 

     Income tax expense/(benefit)

$

654

 

$

(195

)

$

(207

)

     Effective income tax rate

 

19

%

 

(15

)%

 

(17

)%


Components of Deferred Tax Assets and Liabilities

 

2010

 

 

2009

 

Deferred tax assets:

 

 

 

 

 

 

     Allowance for loan losses

$

773

 

$

1,214

 

     Deferred compensation

 

377

 

 

426

 

     Write-downs on other real estate owned

 

309

 

 

113

 

     Alternative minimum tax credit carryforward

 

154

 

 

399

 

     Nonaccrual loan interest

 

124

 

 

154

 

     Purchase accounting adjustments from merger with VRFC

 

83

 

 

184

 

     Other

 

259

 

 

300

 

          Total deferred tax assets

 

2,079

 

 

2,790

 

Deferred tax liabilities:

 

 

 

 

 

 

     Depreciation

 

1,142

 

 

1,132

 

     Purchase accounting adjustments from merger with VRFC

 

883

 

 

1,057

 

     Unrealized gains on securities available for sale

 

369

 

 

303

 

     Loan servicing rights

 

118

 

 

140

 

     Postretirement benefits obligation

 

95

 

 

64

 

     Other

 

116

 

 

201

 

          Total deferred tax liabilities

 

2,723

 

 

2,897

 

          Net deferred tax liabilities

$

(644

)

$

(107

)

ChoiceOne had a deferred tax asset of $69,000 as of December 31, 2010 that resulted from capital losses incurred on the sales of equity securities in 2009 and 2010. A capital loss of $72,000 can be carried back to 2007, which will utilize $24,000 of the deferred tax asset. A valuation allowance of $45,000 has been recorded for the remaining balance due to the uncertainty as to ChoiceOne's ability to generate capital gains in the future that can offset the capital loss carryforward. ChoiceOne also had a $42,000 deferred tax asset as of December 31, 2010 that was related to unexercised stock options. A valuation allowance for the entire balance has been recorded due to the fact that the exercise price of all of the options was higher than the market price of ChoiceOne's stock as of the end of 2010. The valuation allowance totaling $87,000 has been netted in the total deferred tax assets listed above. There was no valuation allowance related to deferred taxes as of December 31, 2009.


38


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 - Related Party Transactions

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

(Dollars in thousands)

 

 

2010

 

 

2009

 

Balance, beginning of year

$

5,786

 

$

6,266

 

New loans

 

2,152

 

 

574

 

Repayments

 

(1,370

)

 

(1,054

)

Balance, end of year

$

6,568

 

$

5,786

 

Deposits from executive officers, directors and their affiliates were $13.5 million and $11.1 million at December 31, 2010 and 2009, respectively.

Note 13 - Employee Benefit Plans

401(k) Plan:
The 401(k) plan allows employees to contribute up to the IRS maximum. Matching company contributions to the plan are discretionary. Expense of this plan was $112,000, $0, and $141,000 in 2010, 2009, and 2008, respectively.

Employee Stock Ownership Plan:
Employees participate in an Employee Stock Ownership Plan (the "ESOP"). ChoiceOne makes discretionary contributions to the ESOP. Shares of ChoiceOne common stock are allocated to participants based on relative compensation earned and compensation expense is recorded when allocated. Dividends on allocated shares increase the participant accounts. Participants become fully vested upon completing six years of qualifying service. Participants receive the shares at the end of employment. A participant may require stock received to be repurchased by ChoiceOne at any time. ChoiceOne did not contribute to the ESOP nor was any expense recorded in 2010, 2009, or 2008.

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

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

Shares allocated to participants

 

5,355

 

 

5,355

 

 

5,355

Shares unallocated

 

-

 

 

-

 

 

-

Total shares of ChoiceOne stock held by ESOP

 

5,355

 

 

5,355

 

 

5,355

Fair value of allocated shares, subject to repurchase obligation,
   recorded in other liabilities


$


64

 


$


48

 


$


44

Postretirement Benefits Plan:
ChoiceOne maintains an unfunded postretirement health care plan, which permits employees (and their dependents) the ability to participate upon retirement from ChoiceOne. ChoiceOne does not pay any portion of the health care premiums charged to its retired participants. A liability has been accrued for the obligation under this plan. ChoiceOne incurred negative postretirement benefit expense of $15,000 in 2010, $17,000 in 2009, and $6,000 in 2008. The postretirement obligation liability was $119,000 as of December 31, 2010 and $113,000 as of December 31, 2009.

Deferred Compensation Plans:
A deferred director compensation plan covers former directors of Valley Ridge Bank. Under the plan, ChoiceOne pays each former director the amount of director fees deferred plus interest at rates ranging from 0.90% to 5.84% over various periods as elected by each director. The payout periods range from 1 month to 10 years beginning with the individual's termination of service. A liability has been accrued for the obligation under this plan. ChoiceOne incurred deferred compensation plan expense of $20,000, $28,000, and $49,000 in 2010, 2009, and 2008, respectively. The deferred compensation liability was $357,000 as of December 31, 2010 and $476,000 as of December 31, 2009.


39


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A supplemental retirement plan covers four former executive officers of Valley Ridge Bank. Under the plan, ChoiceOne pays these individuals a specific amount of compensation plus interest at 7.50% over a 15-year period commencing upon early retirement age (as defined in the plan) or normal retirement age (as defined in the plan). A liability has been accrued for the obligation under this plan. ChoiceOne incurred deferred compensation plan expense of $41,000 in 2010, $76,000 in 2009, and $104,000 in 2008. Deferred compensation liabilities of $751,000 and $778,000 were outstanding as of December 31, 2010 and December 31, 2009, respectively.

Note 14 - Stock Options

Options to buy stock are granted to key employees under an incentive stock option plan to provide them with an additional equity interest in ChoiceOne. The plan provides for the issuance of up to 147,767 shares of common stock. ChoiceOne recognized compensation expense of $15,000 in 2010, $22,000 in 2009, and $33,000 in 2008 in connection with stock options that vested for current participants during these years. The maximum option term is 10 years and options vest over 3 years. At December 31, 2010, there were 98,535 options available for future grants.

A summary of the activity in the plan follows:

 

2010

 

2009

 

2008

 




Shares

 

Weighted
average
exercise
price

 




Shares

 

Weighted
average
exercise
price

 




Shares

 

Weighted
average
exercise
price

Options outstanding, beginning of year

49,232

 

$16.46

 

49,232

 

$16.46

 

37,732

 

$17.36

Options granted

-

 

-

 

-

 

-

 

11,500

 

13.50

Options exercised

-

 

-

 

-

 

-

 

-

 

-

Options forfeited or expired

-

 

-

 

-

 

-

 

-

 

-

Options outstanding, end of year

49,232

 

$16.46

 

49,232

 

$16.46

 

49,232

 

$16.46

Options exercisable at December 31

46,357

 

$16.64

 

41,107

 

$16.78

 

34,357

 

$16.89

The range of prices for options outstanding and exercisable at the end of 2010 ranged from $13.04 to $21.43 per share. The weighted average remaining contractual life of options outstanding and exercisable at the end of 2010 was approximately 4.5 years. The exercise price of all options outstanding was higher than ChoiceOne's closing stock price as of the end of 2010. As a result, the aggregate intrinsic value of both options outstanding and options exercisable was $0 as of December 31, 2010. The number of options, weighted average exercise prices, and fair value of options granted has been adjusted for all stock dividends and splits. Information pertaining to options outstanding at December 31, 2010 is as follows:




Exercise price of stock options:

Number of
options
outstanding
at year-end

Number of
options
exercisable
at year-end

Average
remaining
contractual life
(in years)

   $ 13.04

3,857

3,857

1.14

   $ 13.50

11,500

8,625

7.07

   $ 13.70

5,250

5,250

2.04

   $ 16.31

6,299

6,299

3.06

   $ 17.95

9,500

9,500

6.05

   $ 18.85

6,000

6,000

5.05

   $ 21.43

6,826

6,826

4.05

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted average assumptions noted in the following table. ChoiceOne uses historical data to estimate the volatility of the option exercise price and employee terminations within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. No options were granted in 2010 or 2009. Information regarding options granted in 2008 is as follows:


40


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

 

2008

 

Expected stock price volatility

 

21.96

%

Dividend yield

 

4.41

%

Expected option life (in years)

 

7

 

Risk-free interest rate

 

3.02

%

Fair value of options granted during year

$

1.91

 

During 2010, shares totaling 5,250 were vested at an average exercise price of $15.51. As of December 31, 2010, there was approximately $5,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan. That cost is expected to be recognized by ChoiceOne in 2011.

Note 15 - Earnings Per Share

(Dollars in thousands, except per share data)

 

 

2010

 

 

2009

 

 

2008

Basic

 

 

 

 

 

 

 

 

Net income

$

2,711

 

$

1,478

 

$

1,435

Weighted average common shares outstanding

 

3,273,151

 

 

3,255,984

 

 

3,236,984

Basic earnings per common share

$

0.83

 

$

0.45

 

$

0.44

Diluted

 

 

 

 

 

 

 

 

Net income

$

2,711

 

$

1,478

 

$

1,435

Weighted average common shares outstanding

 

3,273,151

 

 

3,255,984

 

 

3,236,984

Plus: dilutive effect of assumed exercises of stock options

 

-

 

 

-

 

 

-

Average shares and dilutive potential common shares

 

3,273,151

 

 

3,255,984

 

 

3,236,984

Diluted earnings per common share

$

0.83

 

$

0.45

 

$

0.44

There were 49,232 stock options as of December 31, 2010 and December 31, 2009 considered to be anti-dilutive to earnings per share and thus have been excluded from the calculations above.

Note 16 - Other Comprehensive Income (Loss)

Other comprehensive income (loss) components and related taxes follow:

(Dollars in thousands)

 

 

2010

 

 

2009

 

 

2008

 

Unrealized holding gains (losses) on available for sale securities

$

635

 

$

1,364

 

$

(1,502

)

Less reclassification adjustments for gains (losses) included in net income

 

443

 

 

355

 

 

(833

)

Net unrealized gains (losses)

 

192

 

 

1,009

 

 

(669

)

Less tax effect

 

65

 

 

344

 

 

(227

)

   Net-of-tax amount

 

127

 

 

665

 

 

(442

)

Change in funded status of postretirement benefit plan

 

(21

)

 

9

 

 

56

 

Tax effect

 

(7

)

 

3

 

 

19

 

   Net-of-tax amount

 

(14

)

 

6

 

 

37

 

            Total

$

113

 

$

671

 

$

(405

)


41


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated other comprehensive income, a component of equity, was comprised of the following at December 31:

(Dollars in thousands)

 

 

2010

 

 

2009

 

Unrealized holding gains (losses) on available for sale securities

$

1,084

 

$

892

 

Unrecognized actuarial gains on postretirement benefit plan

 

280

 

 

301

 

Tax effect

 

(464

)

 

(406

)

Net accumulated other comprehensive income

$

900

 

$

787

 

Note 17 - Condensed Financial Statements of Parent Company

Condensed Balance Sheets

(Dollars in thousands)

 

December 31

 

 

2010

 

 

2009

Assets

 

 

 

 

 

     Cash

$

201

 

$

81

     Securities available for sale

 

207

 

 

202

     Other assets

 

76

 

 

59

     Investment in ChoiceOne Bank

 

53,899

 

 

52,655

          Total assets

$

54,383

 

$

52,997

Liabilities

 

 

 

 

 

     Mandatory redeemable shares under ESOP, at fair value

$

64

 

$

48

     Other liabilities

 

6

 

 

23

          Total liabilities

 

70

 

 

71

Shareholders' equity

 

54,313

 

 

52,926

          Total liabilities and shareholders' equity

$

54,383

 

$

52,997

Condensed Statements of Income

(Dollars in thousands)

 

Years Ended December 31

 

 

 

2010

 

 

2009

 

 

2008

 

Interest and dividends from ChoiceOne Bank

$

1,641

 

$

938

 

$

2,017

 

Interest and dividends from other securities

 

7

 

 

17

 

 

27

 

Gains on sales of securities

 

-

 

 

17

 

 

18

 

Total income

 

1,648

 

 

972

 

 

2,062

 

Other expenses

 

67

 

 

67

 

 

61

 

Income before income tax and equity in undistributed net

 

 

 

 

 

 

 

 

 

   income of subsidiary

 

1,581

 

 

905

 

 

2,001

 

Income tax benefit

 

23

 

 

17

 

 

26

 

Income before equity in undistributed net income of subsidiary

 

1,604

 

 

922

 

 

2,027

 

Equity in undistributed net income (distributions in excess
   of net income) of subsidiary

 


1,107

 

 


556

 

 


(592


)

Net income

$

2,711

 

$

1,478

 

$

1,435

 


42


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Condensed Statements of Cash Flows

(Dollars in thousands)

 

Years Ended December 31

 

 

 

2010

 

 

2009

 

 

2008

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

   Net income

$

2,711

 

$

1,478

 

$

1,435

 

   Adjustments to reconcile net income to net cash from operating
     activities:

 

 

 

 

 

 

 

 

 

     Equity in (undistributed net income) distributions in excess

 

 

 

 

 

 

 

 

 

        of net income of subsidiary

 

(1,107

)

 

(556

)

 

592

 

     Amortization

 

-

 

 

2

 

 

2

 

     Gains on sales of securities

 

-

 

 

(17

)

 

(18

)

     Changes in other assets

 

(17

)

 

3

 

 

3

 

     Changes in other liabilities

 

(18

)

 

30

 

 

(13

)

          Net cash from operating activities

 

1,569

 

 

940

 

 

2,001

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

   Sales of securities

 

-

 

 

524

 

 

40

 

   Maturities of securities

 

200

 

 

-

 

 

-

 

   Purchases of securities

 

(202

)

 

-

 

 

-

 

          Net cash from (used in) investing activities

 

(2

)

 

524

 

 

40

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

   Issuance of common stock

 

125

 

 

126

 

 

147

 

   Cash dividends paid

 

(1,572

)

 

(1,563

)

 

(2,202

)

          Net cash used in financing activities

 

(1,447

)

 

(1,437

)

 

(2,055

)

Net change in cash and cash equivalents

 

120

 

 

27

 

 

(14

)

Beginning cash and cash equivalents

 

81

 

 

54

 

 

68

 

Ending cash and cash equivalents

$

201

 

$

81

 

$

54

 

Note 18 - Financial Instruments

Financial instruments as of December 31 were as follows:

(Dollars in thousands)

 

2010

 

 

2009

 

 


Carrying
Amount

 

 

Estimated
Fair
Value

 

 


Carrying
Amount

 

 

Estimated
Fair
Value

Assets:

 

 

 

 

 

 

 

 

 

 

 

     Cash and due from banks

$

19,074

 

$

19,074

 

$

9,957

 

$

9,957

     Federal funds sold

 

5,000

 

 

5,000

 

 

9,793

 

 

9,793

     Securities available for sale

 

90,820

 

 

90,820

 

 

74,413

 

 

74,413

     Federal Home Loan Bank and Federal Reserve
          Bank stock

 


4,159

 

 


4,159

 

 


4,574

 

 


4,574

     Loans held for sale

 

1,610

 

 

1,610

 

 

322

 

 

322

     Loans, net

 

312,211

 

 

314,781

 

 

318,394

 

 

314,491

     Accrued interest receivable

 

2,000

 

 

2,000

 

 

2,091

 

 

2,091

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

     Demand, savings and money market deposits

 

229,378

 

 

229,378

 

 

199,418

 

 

199,418

     Time deposits

 

160,506

 

 

159,616

 

 

165,592

 

 

165,597

     Repurchase agreements

 

22,249

 

 

22,251

 

 

20,684

 

 

20,686

     Advances from Federal Home Loan Bank

 

8,473

 

 

8,947

 

 

21,980

 

 

21,986

     Accrued interest payable

 

231

 

 

231

 

 

377

 

 

377


43


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair values approximate the carrying amounts for all assets and liabilities except those described later in this paragraph. The methodology for determining the estimated fair value for securities available for sale is described in Note 19. The estimated fair value for loans is based on the rates charged at December 31 for new loans with similar maturities, applied until the loan is assumed to reprice or be paid. The allowance for loan losses is considered to be a reasonable estimate of discount for credit quality concerns. The estimated fair values for time deposits and FHLB advances are based on the rates paid at December 31 for new deposits or FHLB advances, applied until maturity. The estimated fair values for other financial instruments and off-balance sheet loan commitments are considered nominal.

Note 19 - Fair Value Measurements

The following tables present information about the Bank's assets and liabilities measured at fair value on a recurring basis at December 31, 2010 and December 31, 2009, and the valuation techniques used by the Bank to determine those fair values.

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

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

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

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

There were no liabilities measured at fair value as of December 31, 2010 or December 31, 2009. Disclosures concerning assets measured at fair value are as follows:

Assets Measured at Fair Value on a Recurring Basis
(Dollars in Thousands)

 

 


Quoted Prices
in Active
Markets for Identical
Assets (Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 


Significant
Unobservable
Inputs
(Level 3)

 




Balance at
Date Indicated

Investment Securities, Available for

 

 

 

 

 

 

 

 

Sale - December 31, 2010

 

 

 

 

 

 

 

 

U.S. Government and federal agency

 

$

29,066

 

 

$

-

 

 

$

-

 

 

$

29,066

 

State and municipal

 

 

-

 

 

 

45,542

 

 

 

2,339

 

 

 

47,881

 

Mortgage-backed

 

 

-

 

 

 

7,599

 

 

 

-

 

 

 

7,599

 

Corporate

 

 

2,883

 

 

 

-

 

 

 

-

 

 

 

2,883

 

FDIC-guaranteed financial institution debt

 

 

2,053

 

 

 

-

 

 

 

-

 

 

 

2,053

 

Equity securities

 

 

-

 

 

 

838

 

 

 

500

 

 

 

1,338

 

     Total

 

$

34,002

 

 

$

53,979

 

 

$

2,839

 

 

$

90,820

 

Investment Securities, Available for

 

 

 

 

 

 

 

 

Sale - December 31, 2009

 

 

 

 

 

 

 

 

U.S. Government and federal agency

 

$

18,571

 

 

$

-

 

 

$

-

 

 

$

18,571

 

State and municipal

 

 

1,904

 

 

 

40,388

 

 

 

2,307

 

 

 

44,599

 

Mortgage-backed

 

 

8,929

 

 

 

-

 

 

 

-

 

 

 

8,929

 

Equity securities

 

 

954

 

 

 

860

 

 

 

500

 

 

 

2,314

 

     Total

 

$

30,358

 

 

$

41,248

 

 

$

2,807

 

 

$

74,413

 


44


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis
(Dollars in Thousands)

Investment Securities, Available for Sale

 

 

 

Balance at December 31, 2009

$

2,807

 

Total realized and unrealized gains included in income

 

-

 

Total unrealized gains included in other comprehensive income

 

10

 

Net purchases, sales, calls, and maturities

 

(284

)

Net transfers into Level 3

 

306

 

Balance at December 31, 2010

$

2,839

 

Of the Level 3 assets that were still held by the Bank at December 31, 2010, the net unrealized gain for the twelve months ended December 31, 2010 was $10,000, which is recognized in other comprehensive income in the consolidated balance sheet. There were no sales or purchases of Level 3 securities in 2010. One security was reclassified from a Level 2 measurement of fair value to a Level 3 measurement in 2010 as a result of a change in the marketability of the security.

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

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

The Bank also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets are not normally measured at fair value, but can be subject to fair value adjustments in certain circumstances, such as impairment. Disclosures concerning assets measured at fair value on a non-recurring basis are as follows:

Assets Measured at Fair Value on a Non-recurring Basis
(Dollars in Thousands)

 

 



Balance at
Dates
Indicated

 


Quoted Prices
in Active
Markets for Identical
Assets (Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 


Significant
Unobservable
Inputs
(Level 3)

 



Total Losses
for the
Period Ended

Impaired Loans

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

$ 6,573

 

$  -

 

$  -

 

$ 6,573

 

$   164

December 31, 2009

 

$ 9,747

 

$  -

 

$  -

 

$ 9,747

 

$ 1,855

Other Real Estate

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

$ 1,953

 

$  -

 

$  -

 

$ 1,953

 

$   528

December 31, 2009

 

$ 2,201

 

$  -

 

$  -

 

$ 2,201

 

$   319

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

Note 20 - Off-Balance Sheet Activities

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customers' financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to


45


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

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

(Dollars in thousands)

 

2010

 

 

2009

 

 

Fixed
Rate

 

 

Variable
Rate

 

 

Fixed
Rate

 

 

Variable
Rate

Unused lines of credit and letters of credit

$

5,370

 

$

42,985

 

$

4,246

 

$

41,575

Commitments to fund loans (at market rates)

 

5,088

 

 

3,000

 

 

4,683

 

 

1,190

Commitments to fund loans are generally made for periods of 180 days or less. The fixed rate loan commitments have interest rates ranging from 4.00% to 7.00% and maturities ranging from 2 years to 30 years.

Note 21 - Regulatory Capital

ChoiceOne Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and expansion, and plans for capital restoration are required. At year-end 2010 and 2009, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's categories.

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


(Dollars in thousands)





Actual



Minimum Required
for Capital
Adequacy Purposes

Minimum Required
to be Well
Capitalized Under
Prompt Corrective
Action Regulations

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk weighted assets)

$

40,588

 

12.1

%

$

26,787

 

8.0

%

$

33,483

 

10.0

%

Tier 1 capital (to risk weighted assets)

 

36,654

 

10.9

 

 

13,393

 

4.0

 

 

20,090

 

6.0

 

Tier 1 capital (to average assets)

 

36,654

 

7.9

 

 

18,502

 

4.0

 

 

23,128

 

5.0

 

December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk weighted assets)

$

39,130

 

11.9

%

$

26,278

 

8.0

%

$

32,847

 

10.0

%

Tier 1 capital (to risk weighted assets)

 

35,073

 

10.7

 

 

13,139

 

4.0

 

 

19,708

 

6.0

 

Tier 1 capital (to average assets)

 

35,073

 

8.0

 

 

17,450

 

4.0

 

 

21,812

 

5.0

 

Banking regulations limit capital distributions by state-chartered banks. Generally, capital distributions are limited to undistributed net income for the current and prior two years. At December 31, 2010, approximately $1,071,000 was available for ChoiceOne Bank to pay dividends to ChoiceOne Financial Services, Inc. ChoiceOne's ability to pay dividends to shareholders is dependent on the Bank, which is restricted by state law and regulations.


46


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 22 - Quarterly Financial Data (Unaudited)

(Dollars in thousands)

 

 

 

 

 

 

Earnings Per Share

 

 

Interest
Income

 

Net Interest
Income

 

Net
Income

 


Basic

 

Fully
Diluted

2010

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

$

5,438

$

4,060

$

644

 

$   0.20

 

 

$   0.20

 

Second Quarter

 

5,494

 

4,210

 

669

 

0.20

 

 

0.20

 

Third Quarter

 

5,507

 

4,289

 

739

 

0.23

 

 

0.23

 

Fourth Quarter

 

5,522

 

4,436

 

659

 

0.20

 

 

0.20

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

$

5,913

$

3,898

$

741

 

$   0.23

 

 

$   0.23

 

Second Quarter

 

5,816

 

4,018

 

305

 

0.09

 

 

0.09

 

Third Quarter

 

5,794

 

4,084

 

409

 

0.13

 

 

0.13

 

Fourth Quarter

 

5,563

 

3,996

 

23

 

0.00

 

 

0.00

 

There were no significant fluctuations in the quarterly financial data in 2010. The low net income in the fourth quarter of 2009 resulted from a higher provision for loan losses. The provision for loan losses in the fourth quarter of 2009 was $1,700,000, compared to a provision of $3,175,000 for the first three quarters of 2009.









47


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
CORPORATE AND SHAREHOLDER INFORMATION


Corporate Headquarters
ChoiceOne Financial Services, Inc.
     109 East Division Street
     Sparta, Michigan 49345
     Phone:  (616) 887-7366
     Fax:     (616) 887-7990
     Website: www.choiceone.com


Market Makers in ChoiceOne Financial
Services, Inc. Stock

Howe Barnes Hoefer & Arnett
     Chicago, Illinois
     (800) 800-4693

Kent King Securities, Division of Royal
Securities, Inc.
     Grand Rapids, Michigan
     (616) 459-3317
     (800) 321-9171

Stifel Nicolaus & Company, Inc.
     Grand Rapids, Michigan
     (616) 942-1717
     (800) 676-0477


Stock Registrar and Transfer Agent
Registrar and Transfer Company
     10 Commerce Drive
     Cranford, New Jersey 07016
     (800) 368-5948


Annual Shareholder Meeting
The 2011 Annual Shareholder Meeting of
ChoiceOne Financial Services, Inc., will
be held at 11:00 a.m. local time on Thursday,
April 28, 2011, at Moss Ridge Golf Club in
Ravenna, Michigan.

ChoiceOne Bank
Alpine Office
     5050 Alpine Avenue NW
     Comstock Park, Michigan 49321

Cedar Springs Office
     4170 - 17 Mile Road
     Cedar Springs, Michigan 49319

Coopersville Office
     661 West Randall Street
     Coopersville, Michigan 49404

Egelston Office
     5475 East Apple Avenue
     Muskegon, Michigan 49442

Fremont Office
     1423 West Main Street
     Fremont, Michigan 49412

Grant Office
     10 West Main Street
     Grant, Michigan 49327

Kent City Office
     450 West Muskegon Street
     Kent City, Michigan 49330

Newaygo Office
     246 West River Drive
     Newaygo, Michigan 49337

Ravenna Office
     3069 Slocum Road
     Ravenna, Michigan 49451

Rockford Office
     6795 Courtland Drive
     Rockford, Michigan 49341

Sparta - Main Office
     109 East Division Street
     Sparta, Michigan 49345

Sparta - Appletree Office
     416 West Division Street
     Sparta, Michigan 49345

White Cloud Office
     47 South Charles Street
     White Cloud, Michigan 49349

ChoiceOne Insurance Agencies, Inc.
Sparta Office
     109 East Division Street
     Sparta, Michigan 49345


48


TABLE OF CONTENTS

ChoiceOne Financial Services, Inc.
DIRECTORS AND OFFICERS


Directors
ChoiceOne Financial Services, Inc.

Jerome B. Arends
   Former President and Chief Executive
   Officer of Ravenna Farm Equipment
   (Agricultural Equipment Supplier)

Frank G. Berris
   
President and Chief Executive Officer,
   American Gas & Oil Co., Inc.
   (Distributor of Petroleum Products)

James A. Bosserd
   President and Chief Executive Officer,
   ChoiceOne Financial Services, Inc. and
   ChoiceOne Bank

K. Timothy Bull
   President, Moon Lake Orchards, Inc.
   (Fruit Producer)

William F. Cutler, Jr.
   Former Vice President, H. H. Cutler Co.
   (Apparel Manufacturer)

Lewis G. Emmons
   President, Emmons Development;
   President, Brat Development
   (Real Estate Development)

Stuart Goodfellow
   Owner, Goodfellow Blueberry Farms
   and Former Owner, Goodfellow Vending
   Services (Vending Company)

Gary Gust
   Former President, Gust Construction Company
   (General Contractor)

Paul L. Johnson
   Former President, Falcon Resources, Inc.
   (Automotive and Furniture Design)

Dennis C. Nelson, DDS
   General Dentistry

Directors
ChoiceOne Financial Services, Inc.
(continued)


Nels W. Nyblad
   President, Nyblad Orchards
   (Fruit Producer)

Roxanne M. Page
   CPA and Partner, Beene Garter LLP
   (Certified Public Accountants)

Jon E. Pike
   CPA and Chairman, Beene Garter LLP
   (Certified Public Accountants)

Donald VanSingel
   Former Consultant, Governmental
   Consultant Services.  Former Legislator,
   Michigan House of Representatives

Director Emeritus
Richard L. Edgar
   Former Director and Chairman of the
   Board, ChoiceOne Financial Services, Inc.
   and ChoiceOne Bank. Former President
   and Chief Executive Officer, Valley
   Ridge Financial Corp. and Valley
   Ridge Bank

Officers
ChoiceOne Financial Services, Inc.

James A. Bosserd
   President and Chief Executive Officer

Louis D. Knooihuizen
   Senior Vice President

Michael E. McHugh
   Senior Vice President

Linda R. Pitsch
   Secretary

Thomas L. Lampen
   Treasurer


49


TABLE OF CONTENTS

Officers
ChoiceOne Bank

James A. Bosserd
   President
   Chief Executive Officer

Sheila R. Clark
   Senior Vice President
   Human Resources Director

Mary J. Johnson
   Senior Vice President
   Cashier

Louis D. Knooihuizen
   Senior Vice President
   Chief Lending Officer

Michael E. McHugh
   Senior Vice President
   Accounting, Sales and Marketing

Linda R. Pitsch
   Senior Vice President
   Operations

Kelly J. Potes
   Senior Vice President
   Retail Services

Linda K. Anderson
   Vice President
   Office Manager - Rockford
   Customer Service Center Manager

Lee A. Braford
   Vice President
   Commercial Loans and Credit Risk

Amy S. Homich
   Vice President
   Business Development Officer

Thomas L. Lampen, CPA
   Vice President
   Chief Financial Officer

Valerie F. VanKlompenberg
   Vice President
   Information Systems Officer

Daniel C. Wheat
   Vice President
   Consumer Loan Sales
   Office Manager - Grant

Brian R. Bacon
   Assistant Vice President
   Commercial Loans

Marilyn B. Childress

   Assistant Vice President
   Mortgage Loans

Officers
ChoiceOne Bank (continued)

Rita A. Flintoff
   Assistant Vice President
   Office Manager - Newaygo and
   White Cloud

Denise L. Gates
   Assistant Vice President
   Office Manager - Cedar Springs

Gregory M. Goss
   Assistant Vice President
   Security Officer

Stephen P. Grey
   Assistant Vice President
   Commercial Loans,
   Credit Department Manager

Jason J. Herbig
   Assistant Vice President
   Information Technology

Rebecca J. Johnson
   Assistant Vice President
   Retail Banking

Kevin T. Kelling
   Assistant Vice President
   Mortgage Loans Sales & Operations

Bonnie K. Koehn
   Assistant Vice President
   Office Manager - Sparta

Linda S. Nichols
   Assistant Vice President
   Office Manager - Ravenna

Lori J. O'Brien
   Assistant Vice President
   Commercial Loans

Peggy A. O'Dea
   Assistant Vice President
   Office Manager - Coopersville

Ryan F. Peacock
   Assistant Vice President
   Commercial Loan Officer

Maria J. Roossinck
   Assistant Vice President
   Risk Management

Paul E. Tucker
   Assistant Vice President
   Information Technology

Officers
ChoiceOne Bank (continued)

Judy A. Schulz
   Assistant Vice President
   Collections Manager

Cynthia J. Watson
   Assistant Vice President
   Operations

Marva J. Zeldenrust
   Assistant Vice President
   Office Manager - Fremont

Sally K. Anderson
   Credit Analyst Officer

Jennifer M. Bellamy
   Office Manager - Kent City

Candace J. Bouwkamp
   Administrative Services Manager

Erin M. Burdick-Bloom
   Office Manager - Alpine

Lee J. Decker
   Office Manager - Egelston

Officers
ChoiceOne Insurance Agencies, Inc.

James A. Bosserd
   President

Kelly J. Potes, CFP
   Senior Vice President

Randy A. Schmidt, CFP
   Vice President

Linda R. Pitsch
   Secretary

Thomas L. Lampen, CPA
   Treasurer



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