Choiceone Financial Services Inc: Form 10-Q for the period ended Sep 30, 2023

The following discussion is designed to provide a review of the consolidated financial condition and results of operations of ChoiceOne Financial Services, Inc. (“ChoiceOne”), its wholly-owned subsidiary ChoiceOne Bank, and ChoiceOne Bank’s wholly-owned subsidiary, ChoiceOne Insurance Agencies, Inc. This discussion should be read in conjunction with the interim consolidated financial statements and related notes.

FORWARD-LOOKING STATEMENTS

This discussion and other sections of this quarterly report contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and ChoiceOne. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” “look forward,” “continue,” “future,” “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Management’s determination of the provision and allowance for credit losses, the carrying value of goodwill, loan servicing rights, other real estate owned, and the fair value of investment securities (including whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment) and management’s assumptions concerning pension and other post-retirement benefit plans involve judgments that are inherently forward-looking. All of the information concerning interest rate sensitivity is forward-looking. All statements with references to future time periods are 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.

Additional risk factors include, but are not limited to, the risk factors discussed in Item 1A of ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2022 and in Part II, Item 1A of this Quarterly Report on Form 10-Q. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

RESULTS OF OPERATIONS

ChoiceOne reported net income of $5,122,000 and $15,968,000 for the three and nine months ended September 30, 2023, compared to $5,813,000 and $16,956,000 for the same periods in 2022. Diluted earnings per share were $0.68 and $2.12 in the three and nine months ended September 30, 2023, compared to $0.77 and $2.26 per share in the same periods in the prior year. The increase in deposit costs during the first nine months of 2023 has negatively impacted earnings, offset by higher interest income from higher interest rates on loans and organic loan growth.

Total assets as of September 30, 2023, increased $90.5 million as compared to June 30, 2023. The asset growth during the third quarter is due to an increase in cash of $67.9 million and an increase in core loans of $60.6 million offset by a decrease in securities of $41.2 million. Asset growth from September 30, 2022 to September 30, 2023 of $210.7 million is due to an increase in cash of $93.2 million and an increase in core loans of $153.6 million or 13.6% offset by a decrease in securities of $52.5 million. ChoiceOne management has intentionally increased liquidity to fund organic loan growth while shifting earning assets into loans as demonstrated by the growth during the three and nine months ended September 30, 2023.

Deposits, excluding brokered deposits, increased by $48.9 million or an annualized 9.6% in the third quarter of 2023 and decreased $72.7 million or 3.4% as of September 30, 2023 compared to September 30, 2022. The decrease in deposits since September 30, 2022 was largely concentrated in the first quarter of 2023 as a result of a combination of customers using cash on hand for debt payoffs, seasonal tax and municipal bond payments, and customers seeking higher rates in money market securities or other investments. Deposits grew in the third quarter of 2023 due to new business, recapture of deposit losses, and some seasonality in municipal balances. ChoiceOne continues to be proactive in managing its liquidity position by using brokered deposits, the Bank Term Funding Program ("BTFP") and FHLB advances to ensure ample liquidity. At September 30, 2023, total available borrowing capacity from all sources was $796.1 million. Uninsured deposits totaled $724.1 million or 34.7% of deposits at September 30, 2023.

The cost of deposits increased to 1.36% during the three months ended September 30, 2023, compared to 0.98% and 0.29% for the three months ended June 30, 2023 and September 30, 2022, respectively, due to rising short term interest rates and is expected to continue to increase as deposits reprice and customers migrate to CD products. ChoiceOne is actively managing these costs and expects rates paid on deposits to continue to lag the federal funds rate. Interest expense on borrowings for the three and nine months ended September 30, 2023, increased $2.5 million and $5.0 million, respectively, compared to the same periods in the prior year, due to increases in borrowing amounts and interest rates. Borrowings include $160 million from the BTFP with a fixed rate of 4.71% through May 2024 and $20 million of FHLB borrowings with a fixed rate of 4.88% through July of 2025. This funding structure has helped moderate interest expense increases in the third quarter as rates have risen. Total cost of funds (annualized interest paid on all interest bearing liabilities over average interest bearing liabilities plus demand deposits) increased to 1.70% in the third quarter of 2023 compared to 1.29% in the second quarter of 2023 and 0.35% in the second quarter of 2022.

The return on average assets and return on average shareholders’ equity were 0.80% and 11.31%, respectively, for the third quarter of 2023, compared to 0.97% and 14.11%, respectively, for the same period in 2022. The return on average assets and return on average shareholders’ equity were 0.87% and 12.26%, respectively, for the first nine months of 2023, compared to 0.95% and 12.32%, respectively, for the same period in 2022. The decrease in the return on average shareholders' equity in the three months ended September 30, 2023, was caused by an increase in shareholders’ equity. The increase in shareholders' equity was related to a decrease in unrealized losses on available for sale securities and an increase in the fair value of derivatives.

Dividends

Cash dividends of $2.0 million or $0.26 per share were declared in the third quarter of 2023, compared to $1.9 million or $0.25 per share in the third quarter of 2022. Cash dividends declared in the first nine months of 2023 were $5.9 million or $0.78 per share, compared to $5.6 million or $0.75 per share in the same period during the prior year. The cash dividend payout percentage was 36.8% for the first nine months of 2023, compared to 33.2% in the same period in the prior year.

Interest Income and Expense

Tables 1 and 2 on the following pages provide information regarding interest income and expense for the three and nine months ended September 30, 2023 and 2022. Table 1 documents ChoiceOne’s average balances and interest income and expense, as well as the average rates earned or paid on assets and liabilities. Table 2 documents the effect on interest income and expense of changes in volume (average balance) and interest rates. These tables are referred to in the discussion of interest income, interest expense and net interest income.

Table 1 – Average Balances and Tax-Equivalent Interest Rates

(Dollars in thousands)

(1) Adjusted to a fully tax-equivalent basis to facilitate comparison to the taxable interest-earning assets. The adjustment uses an incremental tax rate of 21%. The presentation of these measures on a tax-equivalent basis is not in accordance with GAAP, but is customary in the banking industry. These non-GAAP measures ensure comparability with respect to both taxable and tax-exempt loans and securities.

(2) Taxable securities include dividend income from Federal Home Loan Bank and Federal Reserve Bank stock.

(3) Loans include both loans to other financial institutions and loans held for sale.

(4) Non-accruing loan and PPP loan balances are included in the balances of average loans. Non-accruing loan average balances were $1.6 million and $1.2 million in the third quarter of 2023 and 2022, respectively. PPP loan average balances were $0 and $879,000 in the third quarter of 2023 and 2022, respectively.

(5) Interest on loans included net origination fees, accretion income, and PPP fees. Accretion income was $444,000 and $440,000 in the third quarter of 2023 and 2022, respectively. PPP fees were approximately $0 and $68,000 in the third quarter of 2023 and 2022, respectively.

(6) Interest on loans and securities included derivative income and expense. Derivative income in securities was $637,000 and derivative expense in securities was $157,000 in the third quarter of 2023 and 2022, respectively. Derivative expense in loan interest income was $673,000 and derivative income in loan interest was $149,000 in the third quarter of 2023 and 2022, respectively.

(Dollars in thousands)

(1) Adjusted to a fully tax-equivalent basis to facilitate comparison to the taxable interest-earning assets. The adjustment uses an incremental tax rate of 21%. The presentation of these measures on a tax-equivalent basis is not in accordance with GAAP, but is customary in the banking industry. These non-GAAP measures ensure comparability with respect to both taxable and tax-exempt loans and securities.

(2) Taxable securities include dividend income from Federal Home Loan Bank and Federal Reserve Bank stock.

(3) Loans include both loans to other financial institutions and loans held for sale.

(4) Non-accruing loan and PPP loan balances are included in the balances of average loans. Non-accruing loan average balances were $1.5 million and $1.3 million in the nine months ended September 30, 2023 and 2022, respectively. PPP loan average balances were $0 and $10.8 million in the nine months ended September 30, 2023 and 2022, respectively.

(5) Interest on loans included net origination fees, accretion income, and PPP fees. Accretion income was $1.4 million and $1.7 million in the nine months ended September 30, 2023 and 2022, respectively. PPP fees were approximately $0 and $1.2 million in the nine months ended September 30, 2023 and 2022, respectively.

(6) Interest on loans and securities included derivative income and expense. Derivative income in securities was $1.5 million and derivative expense in securities was $166,000 in the nine months ended September 30, 2023 and 2022, respectively. Derivative expense in loan interest income was $2.1 million and derivative income in loan interest was $580,000 in the nine months ended September 30, 2023and 2022, respectively.

Table 2 – Changes in Tax-Equivalent Net Interest Income

(Dollars in thousands)

(Dollars in thousands)

(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 nontaxable investment securities and loans has been adjusted to a fully tax-equivalent basis using an incremental tax rate of 21%.

Net Interest Income

Tax-equivalent net interest income decreased $1.1 million and $728,000 in the third quarter and first nine months of 2023, respectively, compared to the same periods in 2022. The Federal Reserve increased the federal funds rate by 5.25% from March 31, 2022 to September 30, 2023 in response to published inflation rates. This increased rates on newly originated loans and increased rates paid on deposits. Tax equivalent net interest margin decreased 45 basis points and 20 basis points in the third quarter and first nine months of 2023 to 2.70% and 2.87%, respectively, compared to the same periods in 2022. GAAP based net interest margin decreased 44 basis points and 19 basis points in the third quarter and first nine months of 2023 to 2.64% and 2.80%, respectively, compared to the same periods in 2022. Tax-equivalent net interest margin during the month of September 2023 was 2.70%.

The following table presents the cost of deposits and the cost of funds for the three and nine months ended September 30, 2023 and 2022.

ChoiceOne has experienced substantial core loan growth from September 30, 2022 to September 30, 2023, leading to an increase in interest income from loans of $4.2 million and $10.2 million in the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. Average core loans grew $149.7 million and $174.3 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. In addition, the average rate earned on loans increased 69 basis points and 52 basis points for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increase in interest income from loans and the average rate increase on loans was muted by a decline in PPP fees and an increase in derivative expense in the three and nine months ended September 30, 2023, compared to the same periods in 2022. PPP fee income in the first nine months of 2023 was $0 compared to $68,000 and $1.2 million in the three and nine months ended September 30, 2022. Derivative loan expense was $673,000 and $2.1 million during the three and nine months ended September 30, 2023, respectively, compared to derivative loan income in the prior year of $149,000 and $580,000 during the three and nine months ended September 30, 2022.

The average balance of total securities decreased $43.9 million and $51.8 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The decrease is due to the liquidation of $31.8 million in securities during the first nine months of 2022, with the remainder attributed to paydowns and a decline in the fair value of available for sale securities. The average rate earned on securities increased 61 basis points and 62 basis points for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year, which was aided by $637,000 and $1.5 million of income related to derivative instruments for the three and nine months ended September 30, 2023, respectively, compared to a loss of $157,000 and $166,000 in the same periods in the prior year.

Interest expense increased $8.1 million and $17.2 million in the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The average rate paid on interest bearing-demand deposits and savings deposits increased 77 basis points and 56 basis points in the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. This was offset by the decline in the average balance of interest bearing-demand deposits and savings deposits, of $165.9 million and $146.6 million during the respective time periods. The increase in the average balance of certificates of deposit of $140.3 million and $104.3 million in the three and nine months ended September 30, 2023, respectively, combined with a 306 basis point and 254 basis point increase in the rate paid on certificates of deposits in the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year, led to an increase in interest expense of $2.9 million and $6.0 million during the respective time periods.

In order to bolster liquidity, ChoiceOne borrowed $160.0 million from the Bank Term Funding Program ("BTFP") and currently holds $49.2 million in brokered deposits and $20.0 million in FHLB advances at the end of the third quarter of 2023. The net effect of these additional borrowed funds and brokered CDs was an increase in interest expense of $2.7 million and $5.9 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022.

In September 2021, ChoiceOne completed a private placement of $32.5 million in aggregate principal amount of 3.25% fixed-to-floating rate subordinated notes due 2031. In addition, ChoiceOne holds certain subordinated debentures issued in connection with a trust preferred securities offering that were obtained as part of the merger with Community Shores. The average balance of subordinated debentures was relatively flat in the third quarter of 2023 compared to the same period in the prior year.

Provision and Allowance for Credit Losses

On January 1, 2023, ChoiceOne adopted ASU 2016-13 CECL which caused an increase in the allowance for credit losses ("ACL") of $7.2 million. The large increase was partially due to the economic environment and the nature of the CECL calculation. Approximately 20% of this increase is related to the migration of purchased loans into the portfolio assessed by the CECL calculation. ChoiceOne also booked a liability for expected credit losses on unfunded loans and other commitments of $3.3 million related to the adoption of CECL. These unfunded loans are open credit lines with current customers and loans approved by ChoiceOne but not funded. The increase in the ACL and the cost of the liability resulted in a decrease in the retained earnings account on our Consolidated Balance Sheet equal to the after-tax impact, with the tax impact portion being recorded in deferred taxes in our Consolidated balance Sheet in accordance with FASB guidance.

The ACL consists of general and specific components. The general component covers loans collectively evaluated for credit loss and is based on peer historical loss experience adjusted for current and forecasted factors. Management's adjustment for current and forecasted factors is based on trends in delinquencies, trends in charge-offs and recoveries, trends in the volume of loans, changes in underwriting standards, trends in loan review findings, the experience and ability of lending staff, and a reasonable and supportable economic forecast described further below.

The determination of our loss factors is based, in part, upon benchmark peer loss history adjusted for qualitative factors that, in management's judgment, affect the collectability of the portfolio as of the analysis date. ChoiceOne's lookback period of benchmark peer net charge-off history was from January 1, 2004 through December 31, 2019 for this analysis.

Loans individually evaluated for credit losses increased by $302,000 to $3.1 million during the nine months ended September 30, 2023, and the ACL related to these individually evaluated loans increased by $331,000 during the nine months ended September 30, 2023 largely due the decline in collateral value of the impaired loans at September 30, 2023, compared to December 31, 2022.

Nonperforming loans, which includes Other Real Estate Owned (OREO) but excludes performing TLM and TDR loans, were $1.8 million as of September 30, 2023, compared to $1.2 million as of December 31, 2022. The ACL was 1.14% of total loans, excluding loans held for sale, at September 30, 2023, compared to 1.24% as of January 1, 2023 (the CECL adoption date) and 0.64% at December 31, 2022. The liability for expected credit losses on unfunded loans and other commitments was $2.7 million on September 30, 2023, compared to $3.3 million as of January 1, 2023 (the CECL adoption date) and did not exist on December 31, 2022.

Net charge-offs were $244,000 in the first nine months of 2023, compared to net charge-offs of $331,000 during the same period in 2022. Checking account charge-off and recovery activity is included in the consumer charge-off activity below. Net charge-offs for checking accounts for the first nine months of 2023 were $178,000 compared to $186,000 for the same period in the prior year. Net charge-offs on an annualized basis as a percentage of average loans were 0.03% in the first nine months of 2023 compared to annualized net charge-offs of 0.04% of average loans in the same period in the prior year.

Charge-offs and recoveries for respective loan categories for the nine months ended September 30, 2023 and 2022 were as follows:

(Dollars in thousands)

The provision for credit losses was $438,000 and $333,000 in the third quarter of 2023 and first nine months of 2023, respectively, compared to $100,000 in the same periods in the prior year. The provision expense was deemed necessary due to the impact of core loan growth and the increase in the calculated reserve for individually analyzed loans offset by improvements in the Federal Open Market Committee ("FOMC") forecast for unemployment and GDP growth. The FOMC forecast for change in real GDP improved from 1.0% in June to 2.1% in September while the unemployment rate forecast improved from 4.1% in June to 3.8% in September.

The loan provision expense was offset by the decrease in unfunded commitments provision of $438,000 in the third quarter of 2023 as ChoiceOne saw a decrease in the pipeline for new loans approved but not funded. The total unfunded commitments decreased $32.5 million in the third quarter of 2023 compared to June 30, 2023 and increased $7.5 million compared to January 1, 2023.

Net provision for credit losses was zero in the third quarter of 2023.

Noninterest Income

Total noninterest income increased by $657,000 and $537,000 in the three and nine months ended September 30, 2023, compared to the same periods in the prior year. The increase was largely due to losses in the securities markets which occurred during the prior year. Gains on sales of loans was slightly better in the third quarter of 2023 compared to the third quarter of 2022; however, overall volume remains somewhat depressed due to a competitive housing market and higher mortgage rates. ChoiceOne has also seen steady increases in wealth management income after recent investments in the operation, including the opening of a dedicated wealth management office in Sparta, Michigan during the third quarter of 2023.

Noninterest Expense

Total noninterest expense increased $1.0 million or 2.6%, in the nine months ended September 30, 2023 compared to the same period in 2022. The modest increase in total noninterest expense was largely related to inflationary pressures on employee wages and benefits. ChoiceOne continues to monitor expenses and looks to improve our efficiency through automation and use of digital tools. Management continues to seek out ways to manage costs; however, staying ahead of technological advances and retaining top talent continue to be important in maintaining our competitive advantage.

Income Tax Expense

Income tax expense was $3.2 million in the first nine months of 2023 compared to $3.0 million for the same period in 2022. The effective tax rate was 16.5% for the first nine months of 2023 compared to 14.8% for the same period in 2022. In the nine months ended September 30, 2023, non taxable municipal interest decreased and disallowed interest expense increased compared to the first nine months of 2022.

FINANCIAL CONDITION

Securities

Total available for sale securities on September 30, 2023, were $490.8 million compared to $529.7 on December 31, 2022, with the decrease caused by $22.0 million of principal repayments, calls or maturities, and a decrease in the fair value of the underlying securities. The unrealized loss on securities available for sale increased by $3.2 million in the first nine months of 2023. ChoiceOne's held to maturity securities declined during the first nine months of 2023, as $3.5 million of securities were called or matured and principal repayments on securities totaled $6.7 million. The securities portfolio is projected to produce approximately $173 million of cashflows over the next two years as securities mature.

At September 30, 2023, ChoiceOne had $172.3 million in unrealized losses on its investment securities, including $92.2 million in unrealized losses on available for sale securities and $80.1 in unrealized losses on held to maturity securities. Unrealized losses on corporate and municipal bonds have not been recognized into income because management believes the issuers are of high credit quality, and management does not intend to sell prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

ChoiceOne utilizes interest rate derivatives as part of its asset liability management strategy to help manage its interest rate risk position. In order to hedge the risk of rising rates and unrealized losses on securities resulting from the rising rates, ChoiceOne currently holds four interest rate swaps with a total notional value of $401.0 million. These derivative instruments increase in value as long-term interest rates rise, which offsets the reduction in shareholders' equity due to unrealized losses on securities available for sale. Refer to footnote 8 for more discussion on ChoiceOne’s derivative position.

Equity securities included a money market preferred security ("MMP") of $1.0 million and common stock of $6.3 million as of September 30, 2023. As of December 31, 2022, equity securities included an MMP of $1.0 million and common stock of $7.6 million. The decline compared to December 31, 2022 was due to the sale of a local bank stock during the quarter.

Per U.S. generally accepted accounting principles, unrealized gains or losses on securities available for sale are reflected on the balance sheet in accumulated other comprehensive income (loss), while unrealized gains or losses on securities held to maturity are not reflected on the balance sheet in accumulated other comprehensive income (loss).

Loans

Core loans grew organically by $60.6 million or 19.8% on an annualized basis during the third quarter of 2023 and $153.6 million or 13.6% since September 30, 2022. Loans to other financial institutions increased to $23.8 million as of September 30, 2023, compared to $70,000 as of September 30, 2022. Loans to other financial institutions is comprised of a warehouse line of credit to facilitate mortgage loan originations and the interest rate fluctuates with the national mortgage market. This balance is short term in nature with an average life of under 30 days. Management believes the short-term structure and low credit risk of this asset is advantageous in the current rate environment. Loan interest income increased $4.2 million and $10.2 million in the third quarter and first nine months of 2023 compared to the same period in 2022, despite being offset by a decline in PPP fees and an increase in derivative expense. PPP fee income for the three and nine months ended September 30, 2023 was $0 compared to $68,000 and $1.2 million in the three and nine months ended September 30, 2022. Derivative expense was $673,000 and $2.1 million during the three and nine months ended September 30, 2023, respectively, compared to derivative income in the prior year of $149,000 and $580,000 during the three and nine months ended September 30, 2022.

Loan growth was concentrated in residential real estate 1-4 family loans which grew $76.5 million and non-owner occupied commercial real estate loans which grew $51.5 million in the trailing twelve months from September 30, 2023. Much of this growth in commercial real estate loans is directly the result of the new loan production offices in both the city of Wyoming, Michigan and Macomb County, Michigan, as well as the newly hired experienced lenders in these locations. Part of the growth in residential real estate loans can be attributed to the 5/1 ARM product, which became popular as a mortgage option and is less salable than more traditional fixed-rate mortgage products.

During the third quarter and first nine months of 2023, ChoiceOne recorded accretion income related to acquired loans in the amount of $444,000 and $1.4 million, respectively. Remaining credit and yield mark on acquired loans from the mergers with County Bank Corp. and Community Shores will accrete into income as the acquired loans mature. The remaining yield mark on acquired loans from the mergers with County Bank Corp. and Community Shores totaled $3.0 million as of September 30, 2023.

Asset Quality

Information regarding individually evaluated loans can be found in Note 3 to the consolidated financial statements included in this report. The total balance of individually evaluated loans was $3.1 million on September 30, 2023, compared to $2.8 million of impaired loans as of December 31, 2022. The change in the first nine months of 2023 was primarily due to an increase in non-accrual residential mortgage loans.

As part of its review of the loan portfolio, management also monitors the various nonperforming loans. Nonperforming loans are comprised of loans accounted for on a nonaccrual basis and loans, not included in nonaccrual loans, which are contractually past due 90 days or more as to interest or principal payments.

The balances of these nonperforming loans were as follows:

(Dollars in thousands)

The increase in the balance of nonaccrual loans in the first nine months of 2023 was primarily due to the increase in residential mortgage loans. Management believes the ACL allocated to its nonperforming loans was sufficient at September 30, 2023.

Goodwill

Goodwill is not amortized but is evaluated annually for impairment and on an interim basis if events or changes in circumstances indicate that goodwill might be impaired. The goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge would be recognized for any amount by which the carrying amount exceeds the reporting unit's fair value. Accounting pronouncements allow a company to first perform a qualitative assessment for goodwill prior to a quantitative assessment (Step 1 assessment). If the results of the qualitative assessment indicate that it is more likely than not that goodwill is impaired, then a quantitative assessment must be performed. If not, there is no further assessment required. ChoiceOne acquired Valley Ridge Financial Corp. in 2006, County Bank Corp. in 2019, and Community Shores in 2020, which resulted in the recognition of goodwill of $13.7 million, $38.9 million and $7.3 million, respectively.

ChoiceOne conducted an annual assessment of goodwill as of June 30, 2023 and no impairment was identified. ChoiceOne used a qualitative assessment to determine goodwill was not impaired.

During the prior year, ChoiceOne engaged a third party valuation firm to assist in performing a quantitative analysis of goodwill as of November 30, 2022 ("the valuation date"). In deriving the fair value of the reporting unit (the Bank), the third-party firm assessed general economic conditions and outlook; industry and market considerations and outlook; the impact of recent events to financial performance; the market price of ChoiceOne’s common stock and other relevant events. In addition, the valuation relied on financial projections through 2027 and growth rates prepared by management. Based on the valuation prepared, it was determined that ChoiceOne's estimated fair value of the reporting unit at the valuation date was greater than its book value and impairment of goodwill was not required.

Management concurred with the conclusion derived from the quantitative goodwill analysis as of the valuation date and determined that there were no material changes and that no triggering events had occurred that indicated impairment from the valuation date through September 30, 2023, and as a result that it is more likely than not that there was no goodwill impairment.

Deposits and Borrowings

ChoiceOne saw deposits, excluding brokered deposits, grow $48.9 million or an annualized 9.6% in the third quarter of 2023 and decline $34.0 million or an annualized 2.1% in the first nine months of 2023. The decrease in deposits was largely concentrated in the first quarter of 2023 as a result of a combination of customers using cash on hand for debt payoffs, seasonal tax and municipal bond payments, and customers seeking higher rates via money market securities or other investments. ChoiceOne is actively managing deposit costs and expects rates paid on deposits to continue to lag the federal funds rate. The cost of deposits has increased to 1.36% during the three months ended September 30, 2023 compared to 0.29% for the same period in the prior year, due to rising short term interest rates and is expected to continue to increase as deposits reprice.

Uninsured deposits totaled $724.1 million or 34.7% of deposits on September 30, 2023 compared to $823.2 million, or 39% of total deposits at December 31, 2022. At September 30, 2023, total available borrowing capacity from all sources was $796.1 million, which exceeds uninsured deposits.

In September 2021, ChoiceOne completed a private placement of $32.5 million in aggregate principal amount of 3.25% fixed-to-floating rate subordinated notes due 2031. ChoiceOne also holds $3.4 million in subordinated debentures issued in connection with a $4.5 million trust preferred securities offering, which were obtained in the merger with Community Shores, offset by the merger mark-to-market adjustment.

During the second quarter of 2023, ChoiceOne borrowed $160 million from the Federal Reserve’s Bank Term Funding Program (BTFP). This program provides a 1-year term at a fixed rate with the ability to prepay at any time without penalty. The interest rate on the BTFP borrowings as of September 30, 2023 was 4.71% and fixed through May of 2024. Collateral pledged is U.S. Treasuries, agency debt and mortgage-backed securities valued at par. During the third quarter of 2023 ChoiceOne borrowed $20 million from the FHLB with a fixed rate of 4.88% through July of 2025. This funding structure has helped moderate interest expense increases in the third quarter as rates have risen. Total cost of funds increased to 1.70% in the third quarter of 2023 compared to 0.35% in the third quarter of 2022.

Shareholders' Equity

Shareholders’ equity totaled $181.2 million as of September 30, 2023, up from $168.9 million as of December 31, 2022. This increase is due to retained earnings increasing $2.1 million due to earnings and a reduction in accumulated other compressive loss (AOCI) of $9.3 million. AOCI has improved compared to December 31, 2022, despite the rise in interest rates, due to the passage of time, the maturity of our securities portfolio, and an offsetting increase in unrealized gain of our pay-fixed swap derivatives. ChoiceOne Bank remains “well-capitalized” with a total risk-based capital ratio of 12.7% as of September 30, 2023.

ChoiceOne uses interest rate swaps to manage interest rate exposure to certain fixed assets and variable rate liabilities. On September 30, 2023, ChoiceOne had pay-fixed interest rate swaps with a total notional value of $401.0 million, a weighted average coupon of 3.07%, and a fair value of $29.9 million and an average contract length of 8 to 9 years. These derivative instruments increase in value as long-term interest rates rise, which offsets the reduction in equity due to unrealized losses on securities available for sale. Included in the total is $200.0 million of forward starting pay-fixed, receive floating interest rate swaps used to hedge interest bearing liabilities. These forward starting swaps will pay a fixed coupon of 2.75% while receiving SOFR starting in late April 2024. At the current SOFR rate of 5.31%, these forward starting swaps would contribute approximately $427,000 monthly starting in May 2024 which will offset interest expense. In addition, in March 2023, ChoiceOne eliminated all receive-fixed, pay floating swap agreements for a cash payment of $4.2 million. The loss is being amortized in interest income with an expense of approximately $285,000 monthly through April 2024, which was the remaining period of the agreements.

On January 1, 2023, ChoiceOne adopted ASU 2016-13 CECL which caused an increase in the ACL of $7.2 million and booked a liability for expected credit losses on unfunded loans and other commitments of $3.3 million. The increase in the ACL and the cost of the liability resulted in a decrease in the retained earnings account on our Consolidated Balance Sheet equal to the after-tax impact, with the tax impact portion being recorded in deferred taxes in our Consolidated balance Sheet in accordance with FASB guidance. This reduction in retained earnings was offset by first quarter 2023 earnings and recovery of accumulated other comprehensive loss.

Regulatory Capital Requirements

Following is information regarding compliance of ChoiceOne and ChoiceOne Bank with regulatory capital requirements:

(Dollars in thousands)

Management reviews the capital levels of ChoiceOne and ChoiceOne Bank on a regular basis. The Board of Directors and management believe that the capital levels as of September 30, 2023 are adequate for the foreseeable future. The Board of Directors’ determination of appropriate cash dividends for future periods will be based on, among other things, market conditions and ChoiceOne’s requirements for cash and capital.

Liquidity

Net cash provided by operating activities was $57.3 million for the nine months ended September 30, 2023 compared to $32.0 million in the same period in 2022. The change was due to lower net proceeds from loan sales in 2023 compared to 2022, which was offset by change in other liabilities. Net cash used in investing activities was $96.1 million for the nine months ended September 30, 2023 compared to $60.5 million used in the same period in 2022. The change was due in part to an increase in net loan originations led to cash used of $120.3 million in the first nine months of 2023 compared to $73.3 million used in the same period during the prior year. Net cash provided by financing activities was $139.5 million for the nine months ended September 30, 2023, compared to $48.1 million in the same period in the prior year. ChoiceOne had $89.2 million less deposit growth in the first nine months of 2023 compared to the same period in 2022. ChoiceOne also increased borrowing by $130.0 million in the first nine months of 2023 compared to a decrease of $50.0 million in the same period during the prior year.

ChoiceOne's market risk exposure occurs in the form of interest rate risk and liquidity risk. ChoiceOne's business is transacted in U.S. dollars with no foreign exchange risk exposure. Agricultural loans comprise a relatively small portion of ChoiceOne's total assets. Management believes that ChoiceOne's exposure to changes in commodity prices is insignificant.

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. Longer-term liquidity needs may be met through core deposit growth, maturities of and cash flows from investment securities, normal loan repayments, advances from the FHLB and the Federal Reserve Bank, brokered certificates of deposit, and income retention. ChoiceOne had $160.0 million in outstanding borrowings from the Federal Reserve’s Bank Term Funding Program (BTFP) as of September 30, 2023. ChoiceOne had $20.0 million in outstanding borrowings at the FHLB as of September 30, 2023. The acceptance of brokered certificates of deposit is not limited as long as the Bank is categorized as “well capitalized” under regulatory guidelines. At September 30, 2023, total available borrowing capacity from the FHLB and the Federal Reserve Bank was $796.1 million.

ChoiceOne continues to review its liquidity management and has taken steps in an effort to ensure adequacy. These steps include limiting bond purchases in the first nine months of 2023, pledging securities to FHLB and the Federal Reserve Bank in order to increase borrowing capacity and using alternative funding sources such as brokered deposits.

An evaluation was performed under the supervision and with the participation of ChoiceOne’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ChoiceOne’s disclosure controls and procedures as of September 30, 2023. Based on and as of the time of that evaluation, ChoiceOne’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that ChoiceOne’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that material information required to be disclosed in the reports that ChoiceOne files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that ChoiceOne files or submits under the Exchange Act is accumulated and communicated to management, including ChoiceOne’s principal executive and principal financial officers, as appropriate to allow for timely decisions regarding required disclosure.

There was no change in ChoiceOne’s internal control over financial reporting that occurred during the three months ended September 30, 2023 that has materially affected, or that is reasonably likely to materially affect, ChoiceOne’s internal control over financial reporting.

Information concerning risk factors is contained in the discussion in Item 1A, “Risk Factors,” in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2022.