COFS 10-Q Quarterly Report March 31, 2016 | Alphaminr
CHOICEONE FINANCIAL SERVICES INC

COFS 10-Q Quarter ended March 31, 2016

CHOICEONE FINANCIAL SERVICES INC
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10-Q 1 cofs-10q_033116.htm QUARTERLY REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2016
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to

Commission File Number: 000-19202

ChoiceOne Financial Services, Inc.
(Exact Name of Registrant as Specified in its Charter)

Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
38-2659066
(I.R.S. Employer Identification No.)
109 East Division
Sparta, Michigan
(Address of Principal Executive Offices)

49345
(Zip Code)

(616) 887-7366
(Registrant's Telephone Number, including Area Code)

Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒           No   ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☒           No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

As of April 30, 2016, the Registrant had outstanding 3,301,005 shares of common stock.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements .

ChoiceOne Financial Services, Inc.

CONSOLIDATED BALANCE SHEETS (Unaudited)

March 31, December 31,
(Dollars in thousands) 2016 2015
(Unaudited) (Audited)
Assets
Cash and due from banks $ 12,572 $ 11,187
Securities available for sale (Note 2) 171,238 160,136
Federal Home Loan Bank stock 1,614 1,614
Federal Reserve Bank stock 1,573 1,573
Loans held for sale 1,508 4,957
Loans (Note 3) 351,344 349,304
Allowance for loan losses (Note 3) (4,125 ) (4,194 )
Loans, net 347,219 345,110
Premises and equipment, net 12,009 11,847
Other real estate owned, net 31
Cash value of life insurance policies 12,348 12,261
Intangible assets, net 241 379
Goodwill 13,728 13,728
Other assets 4,808 4,923
Total assets $ 578,858 $ 567,746
Liabilities
Deposits – noninterest-bearing $ 121,513 $ 122,937
Deposits – interest-bearing 358,338 351,759
Total deposits 479,851 474,696
Repurchase agreements 8,355 9,460
Federal funds purchased 4,100
Advances from Federal Home Loan Bank 12,325 11,332
Other liabilities 2,801 2,416
Total liabilities 507,432 497,904
Shareholders' Equity
Common stock and paid in capital, no par value;
shares authorized: 7,000,000;  shares outstanding:
3,297,516 at March 31, 2016 and 3,295,228 at December 31, 2015 46,709 46,501
Retained earnings 22,851 22,138
Accumulated other comprehensive income, net 1,866 1,203
Total shareholders’ equity 71,426 69,842
Total liabilities and shareholders’ equity $ 578,858 $ 567,746

See accompanying notes to interim consolidated financial statements.

2

ChoiceOne Financial Services, Inc.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


(Dollars in thousands, except per share data) Three Months Ended
March 31,
2016 2015
Interest income
Loans, including fees $ 3,996 $ 3,942
Securities:
Taxable 553 452
Tax exempt 366 349
Other 6 3
Total interest income 4,921 4,746
Interest expense
Deposits 209 225
Advances from Federal Home Loan Bank 30 19
Other 2 12
Total interest expense 241 256
Net interest income 4,680 4,490
Provision for loan losses 100
Net interest income after provision for loan losses 4,680 4,390
Noninterest income
Customer service charges 960 983
Insurance and investment commissions 223 341
Gains on sales of loans 419 503
Gains on sales of securities 70 8
Losses on sales and write-downs of other assets (23 ) (21 )
Earnings on life insurance policies 88 388
Other 106 92
Total noninterest income 1,843 2,294
Noninterest expense
Salaries and benefits 2,411 2,299
Occupancy and equipment 641 596
Data processing 559 553
Professional fees 236 277
Supplies and postage 125 105
Advertising and promotional 43 67
Intangible amortization 112 112
Loan and collection expense 22 44
FDIC insurance 67 78
Other 582 429
Total noninterest expense 4,797 4,560
Income before income tax 1,726 2,124
Income tax expense 452 482
Net income $ 1,274 $ 1,642
Basic earnings per share (Note 4) $ 0.39 $ 0.50
Diluted earnings per share (Note 4) $ 0.39 $ 0.50
Dividends declared per share $ 0.17 $ 0.15

See accompanying notes to interim consolidated financial statements.


3

ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Dollars in thousands) Three Months Ended
March 31,
2016 2015
Net income $ 1,274 $ 1,642
Other comprehensive income:
Unrealized holding gains on available for sale securities 1,074 1,141
Less: Reclassification adjustment for gain recognized in net income (70 ) (8 )
Net unrealized gain 1,004 1,133
Less tax effect (341 ) (385 )
Other comprehensive income, net of tax 663 748
Comprehensive income $ 1,937 $ 2,390

See accompanying notes to interim consolidated financial statements

4

ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

Accumulated
Common Other
Stock and Comprehensive
Number of Paid in Retained Income,
(Dollars in thousands) Shares Capital Earnings Net Total
Balance, January 1, 2015 3,295,831 $ 46,552 $ 18,565 $ 1,073 $ 66,190
Net income 1,642 1,642
Other comprehensive income 748 748
Shares issued 2,315 35 35
Change in ESOP repurchase obligation (4 ) (4 )
Shares repurchased (15,000 ) (343 ) (343 )
Effect of employee stock purchases 3 3
Stock-based compensation 12 12
Cash dividends declared ($0.15 per share) (492 ) (492 )
Balance, March 31, 2015 3,283,146 $ 46,255 $ 19,715 $ 1,821 $ 67,791
Balance, January 1, 2016 3,295,228 $ 46,501 $ 22,138 $ 1,203 $ 69,842
Net income 1,274 1,274
Other comprehensive income 663 663
Shares issued 2,288 34 34
Change in ESOP repurchase obligation 127 127
Shares repurchased
Effect of employee stock purchases 8 8
Stock-based compensation 39 39
Cash dividends declared ($0.17 per share) (561 ) (561 )
Balance, March 31, 2016 3,297,516 $ 46,709 $ 22,851 $ 1,866 $ 71,426

See accompanying notes to interim consolidated financial statements.

5

ChoiceOne Financial Services, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands) Three Months Ended
March 31,
2016 2015
Cash flows from operating activities:
Net income $ 1,274 $ 1,642
Adjustments to reconcile net income to net cash from
operating activities:
Provision for loan losses 100
Depreciation 258 244
Amortization 393 385
Compensation expense on stock purchases and
restricted stock units 47 15
Gains on sales of securities (70 ) (8 )
Gains on sales of loans (419 ) (503 )
Loans originated for sale (9,128 ) (6,772 )
Proceeds from loan sales 12,934 7,364
Earnings on bank-owned life insurance (88 ) (387 )
Proceeds on bank-owned life insurance 461
(Gains)/losses on sales of other real estate owned 4 (2 )
Write-downs of other real estate owned 23
Proceeds from sales of other real estate owned 28 58
Deferred federal income tax benefit 47 (175 )
Net changes in other assets (109 ) (408 )
Net changes in other liabilities 121 298
Net cash from operating activities 5,292 2,335
Cash flows from investing activities:
Securities available for sale:
Sales 2,217 1,123
Maturities, prepayments and calls 5,602 1,157
Purchases (18,060 ) (9,441 )
Loan originations and payments, net (2,109 ) 7,690
Additions to premises and equipment (173 ) (147 )
Net cash from investing activities (12,523 ) 382
Cash flows from financing activities:
Net change in deposits 5,155 (5,746 )
Net change in repurchase agreements (1,105 ) (5,590 )
Net change in federal funds purchased 4,100
Proceeds from Federal Home Loan Bank advances 92,000 38,550
Payments on Federal Home Loan Bank advances (91,007 ) (36,033 )
Issuance of common stock 34 35
Repurchase of common stock (343 )
Cash dividends (561 ) (492 )
Net cash from financing activities 8,616 (9,619 )
Net change in cash and cash equivalents 1,385 (6,902 )
Beginning cash and cash equivalents 11,187 16,650
Ending cash and cash equivalents $ 12,572 $ 9,748
Supplemental disclosures of cash flow information:
Cash paid for interest $ 240 $ 257
Cash paid for taxes $ $ 320

See accompanying notes to interim consolidated financial statements.

6

ChoiceOne Financial Services, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include ChoiceOne Financial Services, Inc. (“ChoiceOne”) and its wholly-owned subsidiary, ChoiceOne Bank (the “Bank”), and the Bank’s wholly-owned subsidiary, ChoiceOne Insurance Agencies, Inc. Intercompany transactions and balances have been eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, prevailing practices within the banking industry and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The accompanying consolidated financial statements reflect all adjustments ordinary in nature which are, in the opinion of management, necessary for a fair presentation of the Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015, the Consolidated Statements of Income for the three-month periods ended March 31, 2016 and March 31, 2015, the Consolidated Statements of Comprehensive Income for the three-month periods ended March 31, 2016 and March 31, 2015, the Consolidated Statements of Changes in Shareholders' Equity for the three-month periods ended March 31, 2016 and March 31, 2015, and the Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2016 and March 31, 2015. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2015.

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. See Note 3 to the interim consolidated financial statements for additional information.

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 economic conditions and (2) the impact of recognizing an impairment or loan loss could have a material effect on ChoiceOne’s assets reported on the balance sheets as well as its net income.

Stock Transactions

A total of 784 shares of common stock were issued to ChoiceOne’s Board of Directors for a cash price of $19,000 under the terms of the Directors’ Stock Purchase Plan in the first quarter of 2016. A total of 669 shares were issued upon the exercise of stock options in the first quarter of 2016. A total of 64 shares were issued upon vesting of Restricted Stock Units in the first quarter of 2016.

Stock-Based Compensation

Effective July 1, 2013, ChoiceOne began granting Restricted Stock Units to a select group of employees under the Stock Incentive Plan of 2012. All of the Restricted Stock Units are initially unvested and vest in three annual installments on each of the next three anniversaries of the grant date. Certain additional vesting provisions apply. Each unit, once vested, is settled by delivery of one share of ChoiceOne common stock.

Reclassifications

Certain amounts presented in prior periods have been reclassified to conform to the current presentation.

7

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) were as follows:

March 31, 2016
Gross Gross
(Dollars in thousands) Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
U.S. Government and federal agency $ 61,684 $ 262 $ (34 ) $ 61,912
U.S. Treasury 6,126 63 6,189
State and municipal 82,757 2,244 (55 ) 84,946
Mortgage-backed 6,598 42 (9 ) 6,631
Corporate 7,907 45 (4 ) 7,948
Foreign debt 1,000 (1 ) 999
Equity securities 2,280 87 2,367
Asset-backed securities 250 (4 ) 246
Total $ 168,602 $ 2,743 $ (107 ) $ 171,238

December 31, 2015
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
U.S. Government and federal agency $ 57,406 $ 30 $ (229 ) $ 57,207
U.S. Treasury 6,133 (33 ) 6,100
State and municipal 76,005 1,858 (109 ) 77,754
Mortgage-backed 6,989 26 (45 ) 6,970
Corporate 8,418 8 (39 ) 8,387
Foreign debt 1,000 (5 ) 995
Equity securities 2,279 174 2,453
Asset-backed securities 274 (4 ) 270
Total $ 158,504 $ 2,096 $ (464 ) $ 160,136

ChoiceOne reviews its securities portfolio on a quarterly basis to determine whether unrealized losses are considered to be temporary or other-than-temporary. No other-than-temporary impairment charges were recorded in the first quarter of 2016. ChoiceOne believed that unrealized losses on securities were temporary in nature and were due to changes in interest rates and reduced market liquidity and not as a result of credit quality issues.

8

NOTE 3 – LOANS AND ALLOWANCE FOR LOAN LOSSES

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
Allowance for Loan Losses
Three Months Ended
March 31, 2016
Beginning balance $ 420 $ 586 $ 297 $ 1,030 $ 46 $ 1,388 $ 427 $ 4,194
Charge-offs (33 ) (39 ) (69 ) (141 )
Recoveries 15 42 8 7 72
Provision (38 ) 123 (28 ) 100 (3 ) 24 (178 )
Ending balance $ 382 $ 691 $ 272 $ 1,138 $ 43 $ 1,350 $ 249 $ 4,125
Individually evaluated for impairment $ 2 $ 9 $ 2 $ 219 $ $ 343 $ $ 575
Collectively evaluated for impairment $ 380 $ 682 $ 270 $ 919 $ 43 $ 1,007 $ 249 $ 3,550
December 31, 2015
Individually evaluated for impairment $ 3 $ 15 $ 1 $ 191 $ $ 296 $ $ 506
Collectively evaluated for
impairment
$ 417 $ 571 $ 296 $ 839 $ 46 $ 1,092 $ 427 $ 3,688
Three Months Ended
March 31, 2015
Beginning balance $ 186 $ 527 $ 184 $ 1,641 $ 9 $ 1,193 $ 433 $ 4,173
Charge-offs (51 ) (1 ) (52 )
Recoveries 28 36 6 30 100
Provision 13 58 25 (149 ) 30 261 (138 ) 100
Ending balance $ 199 $ 613 $ 194 $ 1,498 $ 39 $ 1,483 $ 295 $ 4,321
Individually evaluated for impairment $ 1 $ $ 2 $ 414 $ $ 384 $ $ 801
Collectively evaluated for impairment $ 198 $ 613 $ 192 $ 1,084 $ 39 $ 1,099 $ 295 $ 3,520
Loans
March 31, 2016
Individually evaluated for impairment $ 175 $ 310 $ 23 $ 3,083 $ $ 2,660 $ 6,251
Collectively evaluated for impairment 35,910 98,308 20,309 95,919 4,981 89,666 345,093
Ending balance $ 36,085 $ 98,618 $ 20,332 $ 99,002 $ 4,981 $ 92,326 $ 351,344

9

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 ratings 1 and 2: These loans are considered pass credits. They exhibit good to exceptional credit risk and demonstrate the ability to repay the loan from normal business operations.

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

Risk rating 4: These loans are considered pass credits. However, 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.

10

Information regarding the Bank’s credit exposure is as follows:

Corporate Credit Exposure - Credit Risk Profile By Creditworthiness Category

Agricultural Commercial and Industrial Commercial Real Estate
(Dollars in thousands) March 31, December 31, March 31, December 31, March 31, December 31,
2016 2015 2016 2015 2016 2015
Risk ratings 1 and 2 $ 7,021 $ 10,416 $ 10,941 $ 10,480 $ 5,918 $ 3,875
Risk rating 3 21,739 25,189 68,582 66,921 54,846 57,540
Risk rating 4 5,717 3,086 18,092 16,169 31,940 29,826
Risk rating 5 1,560 1,491 886 574 3,778 3,776
Risk rating 6 48 50 117 129 2,521 2,719
Risk rating 7 74
$ 36,085 $ 40,232 $ 98,618 $ 94,347 $ 99,002 $ 97,736

Corporate Credit Exposure - Credit Risk Profile Based On Payment Activity

Consumer Construction Real Estate Residential Real Estate
March 31, December 31, March 31, December 31, March 31, December 31,
2016 2015 2016 2015 2016 2015
Performing $ 20,332 $ 20,090 $ 4,981 $ 5,390 $ 91,842 $ 90,796
Nonperforming 282
Nonaccrual 484 431
$ 20,332 $ 20,090 $ 4,981 $ 5,390 $ 92,326 $ 91,509

The following schedule provides information on loans that were considered TDRs that were modified during the three months ended March 31, 2016 and March 31, 2015:

March 31, 2016 March 31, 2015
Pre- Post- Pre- Post-
Modification Modification Modification Modification
Outstanding Outstanding Number Outstanding Outstanding
(Dollars in thousands) Number of Recorded Recorded of Recorded Recorded
Loans Investment Investment Loans Investment Investment
Commercial real estate 1 $ 128 $ 128 3 $ 669 $ 669
Residential real estate 1 30 30 1 111 111
2 $ 158 $ 158 4 $ 780 $ 780

The pre-modification and post-modification outstanding recorded investment represents amounts as of the date of loan modification. If a difference exists between the pre-modification and post-modification outstanding recorded investment, it represents impairment recognized through the provision for loan losses computed based on a loan’s post-modification present value of expected future cash flows discounted at the loan’s original effective interest rate. If no difference exists, a loss is not expected to be incurred based on an assessment of the borrower’s expected cash flows.

11

The following schedule provides information on TDRs as of March 31, 2016 and 2015 where the borrower was past due with respect to principal and/or interest for 30 days or more during the three-month periods ended March 31, 2016 and March 31, 2015 that had been modified during the year prior to the default:

Three Months Ended Three Months Ended
March 31, 2016 March 31, 2015
(Dollars in thousands) Number Recorded Number Recorded
of Loans Investment of Loans Investment
Agricultural 1 $ 128 $
Commercial real estate 0 3 615
1 $ 128 3 $ 615

12

Impaired loans by loan category follow:

Unpaid
(Dollars in thousands) Recorded Principal Related
Investment Balance Allowance
March 31, 2016
With no related allowance recorded
Agricultural $ 127 $ 127 $
Commercial and industrial
Consumer
Commercial real estate 1,261 1,304
Residential real estate 85 135
Subtotal 1,473 1,566
With an allowance recorded
Agricultural 48 49 2
Commercial and industrial 310 310 9
Consumer 23 23 2
Commercial real estate 1,822 2,360 219
Residential real estate 2,575 2,587 343
Subtotal 4,778 5,329 575
Total
Agricultural 175 176 2
Commercial and industrial 310 310 9
Consumer 23 23 2
Commercial real estate 3,083 3,664 219
Residential real estate 2,660 2,722 343
Total $ 6,251 $ 6,895 $ 575
December 31, 2015
With no related allowance recorded
Agricultural $ $ $
Commercial and industrial 74 103
Consumer
Commercial real estate 1,540 1,540
Residential real estate 13 13
Subtotal 1,627 1,656
With an allowance recorded
Agricultural 50 50 3
Commercial and industrial 118 118 15
Consumer 24 24 1
Commercial real estate 1,250 1,755 191
Residential real estate 2,516 2,516 296
Subtotal 3,958 4,463 506
Total
Agricultural 50 50 3
Commercial and industrial 192 221 15
Consumer 24 24 1
Commercial real estate 2,790 3,295 191
Residential real estate 2,529 2,529 296
Total $ 5,585 $ 6,119 $ 506

13

The following schedule provides information regarding average balances of impaired loans and interest recognized on impaired loans for the three months ended March 31, 2016 and 2015:

Average Interest
(Dollars in thousands) Recorded Income
Investment Recognized
March 31, 2016
With no related allowance recorded
Agricultural $ 64 $ 2
Commercial and industrial 37
Consumer
Commercial real estate 1,400 4
Residential real estate 49 1
Subtotal 1,550 7
With an allowance recorded
Agricultural 49
Commercial and industrial 214 (3 )
Consumer 23
Commercial real estate 1,536 10
Residential real estate 2,545 24
Subtotal 4,367 31
Total
Agricultural 113 2
Commercial and industrial 251 (3 )
Consumer 23
Commercial real estate 2,936 14
Residential real estate 2,594 25
Total $ 5,917 $ 39
March 31, 2015
With no related allowance recorded
Agricultural $ $
Commercial and industrial 21
Consumer 4
Commercial real estate 631 1
Residential real estate 362
Subtotal 1,018 1
With an allowance recorded
Agricultural 105 (6 )
Commercial and industrial
Consumer 27 1
Commercial real estate 2,826 24
Residential real estate 2,460 22
Subtotal 5,418 41
Total
Agricultural 105 (6 )
Commercial and industrial 21
Consumer 31 1
Commercial real estate 3,457 25
Residential real estate 2,822 22
Total $ 6,436 $ 42

14

An aging analysis of loans by loan category follows:

Greater 90 Days Past
(Dollars in thousands) 30 to 59 60 to 89 Than 90 Loans Not Due and
Days Days Days (1) Total Past Due Total Loans Accruing
March 31, 2016
Agricultural $ $ $ $ $ 36,085 $ 36,085 $
Commercial and industrial 107 193 300 98,318 98,618
Consumer 36 36 20,296 20,332
Commercial real estate 201 551 752 98,250 99,002
Construction real estate 59 75 134 4,847 4,981
Residential real estate 601 173 50 824 91,502 92,326
$ 1,005 $ 442 $ 601 $ 2,047 $ 349,298 $ 351,344 $
December 31, 2015
Agricultural $ 3 $ $ $ 3 $ 40,229 $ 40,232 $
Commercial and industrial 90 322 77 489 93,858 94,347
Consumer 115 115 19,975 20,090
Commercial real estate 505 297 1,233 2,035 95,701 97,736
Construction real estate 299 299 5,091 5,390
Residential real estate 1,012 364 200 1,576 89,933 91,509 29
$ 2,024 $ 983 $ 1,510 $ 4,517 $ 344,787 $ 349,304 $ 29

(1) Includes nonaccrual loans.

Nonaccrual loans by loan category follow:

(Dollars in thousands) March 31, December 31,
2016 2015
Agricultural $ 48 $ 50
Commercial and industrial 300 77
Consumer
Commercial real estate 1,894 1,640
Construction real estate
Residential real estate 484 431
$ 2,726 $ 2,198

15

NOTE 4 - EARNINGS PER SHARE

Earnings per share are based on the weighted average number of shares outstanding during the period. A computation of basic earnings per share and diluted earnings per share follows:

Three Months Ended
(Dollars in thousands, except per share data) March 31,
2016 2015
Basic Earnings Per Share
Net income available to common
shareholders $ 1,274 $ 1,642
Weighted average common shares outstanding 3,296,238 3,297,022
Basic earnings per share $ 0.39 $ 0.50
Diluted Earnings Per Share
Net income available to common
shareholders $ 1,274 $ 1,642
Weighted average common shares outstanding 3,296,238 3,297,022
Plus dilutive stock options and restricted stock units 8,265 11,913
Weighted average common shares outstanding
and potentially dilutive shares 3,304,503 3,308,935
Diluted earnings per share $ 0.39 $ 0.50

There were 30,000 stock options as of March 31, 2016 and 0 stock options as of March 31, 2015 that are considered to be anti-dilutive to earnings per share for the three-month periods ended March 31, 2016 and March 31, 2015. These stock options have been excluded from the calculation above.

16

NOTE 5 – FINANCIAL INSTRUMENTS

Financial instruments as of the dates indicated were as follows:

Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
(Dollars in thousands) Carrying Estimated Assets Inputs Inputs
Amount Fair Value (Level 1) (Level 2) (Level 3)
March 31, 2016
Assets:
Cash and due from banks $ 12,572 $ 12,572 $ 12,572 $ $
Securities available for sale 171,238 171,238 867 158,559 11,812
Federal Home Loan Bank and Federal
Reserve Bank stock 3,187 3,187 3,187
Loans held for sale 1,508 1,562 1,562
Loans, net 347,219 351,430 351,430
Liabilities:
Noninterest-bearing deposits 121,513 121,513 121,513
Interest-bearing deposits 358,338 332,069 332,069
Repurchase agreements 8,355 8,355 8,355
Federal Home Loan Bank advances 12,325 12,364 12,364
December 31, 2015
Assets:
Cash and due from banks $ 11,187 $ 11,187 $ 11,187 $ $
Securities available for sale 160,136 160,136 953 147,384 11,799
Federal Home Loan Bank and Federal
Reserve Bank stock 3,187 3,187 3,187
Loans held for sale 4,957 5,109 5,109
Loans, net 345,110 349,875 349,875
Liabilities:
Noninterest-bearing deposits 122,937 122,937 122,937
Interest-bearing deposits 351,759 353,113 353,113
Repurchase agreements 9,460 9,460 9,460
Federal Home Loan Bank advances 11,332 12,028 12,028

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 6. The estimated fair value for loans is based on the rates charged at March 31, 2016 and December 31, 2015 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 Federal Home Loan Bank (“FHLB”) advances are based on the rates paid at March 31, 2016 and December 31, 2015 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.

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NOTE 6 – FAIR VALUE MEASUREMENTS

The following tables present information about the Bank’s assets and liabilities measured at fair value on a recurring basis 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 March 31, 2016 or December 31, 2015. 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 – March 31, 2016
U.S. Treasury notes and bonds $ $ 6,189 $ $ 6,189
U.S. Government and federal agency 61,912 61,912
State and municipal 75,032 9,914 84,946
Mortgage-backed 6,631 6,631
Corporate 7,550 398 7,948
Foreign debt 999 999
Equity securities 867 1,500 2,367
Asset backed securities 246 246
Total $ 867 $ 158,559 $ 11,812 $ 171,238
Investment Securities, Available for Sale - December 31, 2015
U.S. Treasury notes and bonds $ $ 6,100 $ $ 6,100
U.S. Government and federal agency 57,207 57,207
State and municipal 67,852 9,902 77,754
Mortgage-backed 6,970 6,970
Corporate 7,990 397 8,387
Foreign debt 995 995
Equity securities 953 1,500 2,453
Asset backed securities 270 270
Total $ 953 $ 147,384 $ 11,799 $ 160,136

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Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

(Dollars in thousands)
2016 2015
Investment Securities, Available for Sale
Balance, January 1 $ 11,799 $ 11,641
Total realized and unrealized gains included in income
Total unrealized gains (losses) included in other comprehensive income 31 60
Net purchases, sales, calls, and maturities (18 ) 977
Net transfers into Level 3
Balance, March 31 $ 11,812 $ 12,678

Of the Level 3 assets that were held by the Bank at March 31, 2016, the net unrealized gain for the three months ended March 31, 2016 was $30,000, which is recognized in other comprehensive income in the consolidated balance sheet. There were no purchases or sales of Level 3 securities in the first quarter of 2016.

Both observable and unobservable inputs may be used to determine the fair value of positions classified as Level 3 investment securities 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 primarily consist of bonds issued by local municipalities. The Bank estimates the fair value of these bonds 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

Quoted Prices
in Active Significant
Markets for
Identical
Other
Observable
Significant
Unobservable
(Dollars in thousands) Balance at Assets Inputs Inputs
Dates Indicated (Level 1) (Level 2) (Level 3)
Impaired Loans
March 31, 2016 $ 6,251 $ $ $ 6,251
December 31, 2015 $ 5,585 $ $ $ 5,585
Other Real Estate
March 31, 2016 $ $ $ $
December 31, 2015 $ 31 $ $ $ 31

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 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.

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Item 2. 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”) and its wholly-owned subsidiary, ChoiceOne Bank (the "Bank"), and the 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 itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," "may," "could," 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 loan losses, the carrying value of goodwill and loan servicing rights, 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 ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2015. 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

Summary

Net income for the first quarter of 2016 was $1,274,000, which represented a decrease of $368,000 or 22% compared to the same period in 2015. A decline in noninterest income and an increase in noninterest expense were only partially offset by growth in net interest income for the first quarter of 2016 compared to the first quarter of 2015. Basic and diluted earnings per common share were both $0.39 for the first quarter of 2016 compared to $0.50 for both in the same period in 2015. The return on average assets and return on average shareholders’ equity percentages were 0.88% and 7.18%, respectively, for the first quarter of 2016, compared to 1.21% and 9.80%, respectively, for the same period in 2015.

Dividends

Cash dividends of $561,000 or $0.17 per share were declared in the first quarter of 2016, compared to $492,000 or $0.15 per share in the first quarter of 2015. The cash dividend payout percentage was 44% for the first three months of 2016, compared to 30% in the same period a year ago.

Interest Income and Expense

Tables 1 and 2 on the following pages provide information regarding interest income and expense for the three-month periods ended March 31, 2016 and 2015. 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.

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Table 1 – Average Balances and Tax-Equivalent Interest Rates

Three Months Ended March 31,
2016 2015
(Dollars in thousands) Average Average
Balance Interest Rate Balance Interest Rate
Assets:
Loans (1) $ 353,585 $ 3,999 4.52 % $ 340,581 $ 3,944 4.63 %
Taxable securities (2) (3) 113,254 553 1.95 97,665 452 1.85
Nontaxable securities (1) (2) 53,222 552 4.15 48,017 527 4.39
Other 5,177 6 0.46 4,827 3 0.25
Interest-earning assets 525,238 5,110 3.89 491,090 4,926 4.01
Noninterest-earning assets 52,946 51,976
Total assets $ 578,184 $ 543,066
Liabilities and Shareholders' Equity:
Interest-bearing demand deposits $ 194,923 67 0.14 % $ 152,299 49 0.13 %
Savings deposits 71,860 7 0.04 68,068 8 0.05
Certificates of deposit 88,112 136 0.62 100,541 168 0.67
Advances from Federal Home Loan Bank 20,104 29 0.58 18,451 19 0.41
Other 10,414 2 0.08 25,675 12 0.19
Interest-bearing liabilities 385,413 241 0.25 365,034 256 0.28
Noninterest-bearing demand deposits 120,109 108,481
Other noninterest-bearing liabilities 1,703 2,530
Total liabilities 507,225 476,045
Shareholders' equity 70,959 67,021
Total liabilities and
shareholders' equity $ 578,184 $ 543,066
Net interest income (tax-equivalent basis)-
interest spread 4,869 3.64 % 4,670 3.73 %
Tax-equivalent adjustment (1) (189 ) (180 )
Net interest income $ 4,680 $ 4,490
Net interest income as a percentage of earning
assets (tax-equivalent basis) 3.71 % 3.80 %

____________

(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 34% for the periods presented.
(2) Includes the effect of unrealized gains or losses on securities.
(3) Taxable securities include dividend income from Federal Home Loan Bank and Federal Reserve Bank stock.

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Table 2 – Changes in Tax-Equivalent Net Interest Income

Three Months Ended March 31,
(Dollars in thousands) 2016 Over 2015
Total Volume Rate
Increase (decrease) in interest income (1)
Loans (2) $ 55 $ 491 $ (436 )
Taxable securities 101 75 26
Nontaxable securities (2) 25 170 (145 )
Other 3 3
Net change in tax-equivalent interest income 184 736 (552 )
Increase (decrease) in interest expense (1)
Interest-bearing demand deposits 18 15 3
Savings deposits (1 ) 2 (3 )
Certificates of deposit (32 ) (20 ) (12 )
Advances from Federal Home Loan Bank 10 2 8
Other (10 ) (5 ) (5 )
Net change in interest expense (15 ) (6 ) (9 )
Net change in tax-equivalent
net interest income $ 199 $ 742 $ (543 )

_____________

(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 34% for the periods presented.

Net Interest Income

The presentation of net interest income on a tax-equivalent basis is not in accordance with generally accepted accounting principles (“GAAP”), but is customary in the banking industry. This non-GAAP measure ensures comparability of net interest income arising from both taxable and tax-exempt loans and investment securities. The adjustments to determine net interest income on a tax-equivalent basis were $189,000 and $180,000 for the three months ended March 31, 2016 and 2015, respectively. These adjustments were computed using a 34% federal income tax rate.

Tax-equivalent net interest income increased $199,000 in the first three months of 2016 compared to the same period in 2015. The effect of growth in average interest-earning assets was partially offset by an increase in average interest-bearing liabilities in the first quarter of 2016 compared to the same quarter in the prior year. Despite a reduction of 9 basis points in the net interest spread from 3.73% in the first quarter of 2015 to 3.64% in the same quarter in 2016, net interest income increased $190,000 during the first quarter of 2016 compared to the first quarter of 2015.

The average balance of loans increased $13.0 million in the first quarter of 2016 compared to the same period in 2015. Average commercial and industrial loans drove this growth with an increase of $8.5 million during the first quarter of 2016 compared to the first quarter of 2015. Adding to this increase, the average balance of mortgage loans increased $4.4 million in the first quarter of 2016 compared to the first quarter of 2015. The increase in the average loans balance was offset by an 11 basis point decrease in the average rate earned. This caused interest income from loans to increase $55,000 in the first quarter of 2016 compared to the same period in the prior year. The average balance of total securities grew $20.8 million in the first three months of 2016 compared to the same period in 2015. Additional securities were purchased in 2015 and in the first quarter of 2016 to provide added liquidity and earning asset growth. As a result, securities income grew $126,000 in the first quarter of 2016 compared to the same quarter in 2015.

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The average balance of interest-bearing demand deposits increased $42.6 million in the first three months of 2016 compared to the same period in 2015. In addition to the higher average balance, an increase of 1 basis point in the average rate paid caused interest expense to increase $18,000 in the first quarter of 2016 compared to the same quarter in 2015. The average balance of savings deposits increased $3.8 million in the first quarter of 2016 compared to the same quarter in the prior year. The impact of the savings deposit growth was offset by a 1 basis point drop in the average rate paid, resulting in a decrease in interest expense of $1,000 in the first three months of 2016 compared to the same period in 2015. The average balance of certificates of deposit was down $12.4 million in the first quarter of 2016 compared to the same period in 2015. The decline in certificates of deposit plus a 5 basis point reduction in the average rate paid on certificates caused interest expense to fall $32,000 in the first quarter of 2016 compared to the same period in 2015. The effect of $1.7 million of growth in the average balance of Federal Home Loan Bank advances plus the impact of a 17 basis point increase in the average rate paid caused interest expense to increase $10,000 in the first quarter of 2016 compared to the same quarter in 2015.

ChoiceOne’s net interest income spread was 3.64% in the first quarter of 2016, compared to 3.73% for the first quarter of 2015. The decline in the interest spread was due to a 12 basis point decrease in the average rate earned on interest earning assets in the first quarter of 2016 compared to the same quarter in 2015, which was partially offset by a 3 basis point decrease in the average rate paid on interest-bearing liabilities. The reduction in the average rate earned on interest-earning assets was caused by relatively low general market rates on new loan originations and securities purchased in 2015 and the first quarter of 2016. Interest rates on loans are also being impacted by rate pressure from some of ChoiceOne’s competing financial institutions. The lower rate paid on interest-bearing liabilities resulted from repricing of local deposits as general market interest rates remained low during 2015 and the first quarter of 2016.

Provision and Allowance for Loan Losses

Total loans increased $2.0 million in the first quarter of 2016, while the allowance for loan losses decreased $69,000 during the same period. The provision for loan losses was $0 in the first quarter of 2016 compared to $100,000 in the first quarter of 2015. Nonperforming loans were $6.3 million as of March 31, 2016, compared to $5.5 million as of December 31, 2015 and $5.9 million as of March 31, 2015. The increase in nonperforming loans in the first quarter of 2016 was largely due to higher balances in nonaccrual commercial and industrial loans and commercial real estate loans. The allowance for loan losses was 1.17% of total loans at March 31, 2016, compared to 1.20% at December 31, 2015 and 1.28% at March 31, 2015.

Charge-offs and recoveries for respective loan categories for the three months ended March 31 were as follows:

(Dollars in thousands) 2016 2015
Charge-offs Recoveries Charge-offs Recoveries
Agricultural $ $ $ $
Commercial and industrial 33 15 28
Consumer 39 42 51 36
Real estate, commercial 8 6
Real estate, residential 69 7 1 30
$ 141 $ 72 $ 52 $ 100

Net charge-offs were $69,000 in the first quarter of 2016, compared to net recoveries of $48,000 during the same time period in 2015. Net charge-offs on an annualized basis as a percentage of average loans were 0.08% in the first three months of 2016 compared to net recoveries of 0.06% for the same period in the prior year. Management is aware that the economic climate in Michigan will continue to affect business and individual borrowers. Management has worked and intends to continue to work with delinquent borrowers in an attempt to lessen the negative impact to ChoiceOne. As charge-offs, changes in the level of nonperforming loans, and changes within the composition of the loan portfolio occur throughout 2016, the provision and allowance for loan losses will be reviewed by the Bank's management and adjusted as determined to be necessary.

Noninterest Income

Total noninterest income decreased $451,000 in the first quarter of 2016 compared to the same period in 2015. Insurance and investment commissions decreased $118,000 in the first quarter of 2016 compared to the same period in 2015 due to a decline in commissions from sales of real estate investment trusts. Gains on loan sales declined $84,000 in the first quarter of 2016 compared to the same period in 2015 was partially offset by an increase of $62,000 in gains on sales of securities. The largest impact to noninterest income was due to the decline on earnings from life insurance policies by $300,000 in the first quarter of 2016 compared to the same period in the prior year. This decline was the result of a $304,000 death benefit on a bank-owned life insurance policy recognized during the first quarter of 2015.

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Noninterest Expense

Total noninterest expense increased $237,000 in the first quarter of 2016 compared to the same period in 2015. The increase of $112,000 in salaries and benefits in the first quarter of 2016 compared to the same period in 2015 resulted from salary increases and recruitment fees. A decrease in legal fees year over year by approximately $20,000 coupled with a decrease in regulatory consulting fees of approximately $18,000 during the same time period led to an overall decline in professional fees of $41,000. Other noninterest expenses increased year over year by roughly $152,000 primarily due to increased charitable donations and other expenses.

Income Tax Expense

Income tax expense was $452,000 in the first quarter of 2016 compared to $482,000 for the same period in 2015. The effective tax rate was 26.2% for the first quarter of 2016 and 22.7% for the first quarter of 2015. The increase in the effective tax rate in the first quarter of 2016 compared to the first quarter of 2015 was due to the effect of the nontaxable death benefit of $304,000 received in the first quarter of 2015 from a bank-owned life insurance policy.

FINANCIAL CONDITION

Securities

The securities available for sale portfolio increased $11.1 million from December 31, 2015 to March 31, 2016. The increase in the securities portfolio resulted from ChoiceOne’s desire to grow earning assets and utilize the increased deposit growth. Various securities totaling $18.1 million were purchased in the first three months of 2016 offset by approximately $5.2 million called or matured during that same time period. Principal repayments on securities totaled $0.4 million in the first three months of 2016. Approximately $2.2 million of securities were sold in the first three months of 2016 for a net gain of $70,000.

Loans

The loan portfolio (excluding loans held for sale) increased $2.0 million from December 31, 2015 to March 31, 2016. Increases of $4.3 million, $1.3 million, and $0.8 million in commercial and industrial loans, commercial real estate loans, and residential real estate loans, respectively were offset partially by reductions of $4.1 million and $0.4 million in agricultural and construction real estate loans, respectively. The decrease in agricultural loans was caused in part by seasonal pay downs by borrowers. The increase in commercial and industrial loans was due in part to early returns from a new lending office in downtown Grand Rapids and increased calling efforts in ChoiceOne’s established markets.

Asset Quality

Information regarding impaired loans can be found in Note 3 to the consolidated financial statements included in this report. The total balance of loans classified as impaired was $6.3 million at March 31, 2016, compared to $5.6 million as of December 31, 2015. The balance of commercial real estate loans and residential real estate loans classified as impaired increased $293,000 and $131,000, respectively, in the first quarter of 2016.

As part of its review of the loan portfolio, management also monitors the 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 loans past due 90 days or more, which are considered troubled debt restructurings.

The balances of these nonperforming loans were as follows:

(Dollars in thousands) March 31, December 31,
2016 2015
Loans accounted for on a nonaccrual basis $ 2,726 $ 2,198
Accruing loans contractually past due 90 days
or more as to principal or interest payments 29
Loans considered troubled debt restructurings 3,398 3,271
Total $ 6,124 $ 5,498

At March 31, 2016, nonaccrual loans included $1.9 million in commercial estate loans, $484,000 in residential real estate loans, $300,000 in commercial and industrial loans, and $48,000 in agricultural loans. At December 31, 2015, nonaccrual loans included $1,640,000 in commercial real estate loans, $431,000 in residential real estate loans, $77,000 in commercial and industrial loans, and $50,000 in agricultural loans. Although loans considered troubled debt restructurings increased since December 31, 2015, 92% or $3.1 million of the balance is performing. Management believes the allowance allocated to its nonperforming loans is sufficient at March 31, 2016.

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Deposits and Borrowings

Total deposits increased $5.2 million in the first quarter of 2016. Checking and savings deposits increased $4.7 million, while certificates of deposit grew $0.5 million in the first three months of 2016.

A decrease of $1.1 million in repurchase agreements in the first three months of 2016 was due to normal fluctuations in funds provided by bank customers. Certain securities are sold under agreements to repurchase them the following day. Management plans to continue this practice as a low-cost source of funding. Federal funds purchased increased $4.1 million and Federal Home Loan Bank advances grew $1.0 million in the first quarter of 2016 as deposit growth was insufficient to fund loan and securities growth during the time period.

Shareholders' Equity

Total shareholders' equity increased $1.6 million from December 31, 2015 to March 31, 2016. Growth in equity resulted from the current year’s net income, increases in accumulated other comprehensive income and proceeds from the issuance of ChoiceOne stock, which were partially offset by cash dividends paid. The $663,000 increase in accumulated other comprehensive income since the end of 2015 was caused by an increase in net unrealized gains on available for sale securities. The increase to shareholders’ equity was offset by the $561,000 cash dividend paid during the first quarter of 2016.

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Following is information regarding the Bank’s compliance with regulatory capital requirements:

Minimum Required
to be Well
Minimum Required Capitalized Under
for Capital Prompt Corrective
(Dollars in thousands) Actual Adequacy Purposes Action Regulations
Amount Ratio Amount Ratio Amount Ratio
March 31, 2016
ChoiceOne Financial Services Inc.
Total capital (to risk weighted assets) $ 59,669 14.1 % $ 33,740 8.0 % N/A N/A
Tier 1 capital (to risk weighted assets) 55,564 13.2 16,870 6.0 N/A N/A
Common Equity Tier 1 Capital (to risk weighted assets) 55,564 13.2 18,979 4.5 N/A N/A
Tier 1 capital (to average assets) 55,564 9.8 22,594 4.0 N/A N/A
ChoiceOne Bank
Total capital (to risk weighted assets) $ 56,359 13.4 % $ 33,683 8.0 % $ 42,104 10.0 %
Tier 1 capital (to risk weighted assets) 52,254 12.4 16,842 6.0 25,263 8.0
Common Equity Tier 1 Capital (to risk weighted assets) 52,254 12.4 18,947 4.5 27,368 6.5
Tier 1 capital (to average assets) 52,254 9.3 22,496 4.0 28,119 5.0
December 31, 2015
ChoiceOne Financial Services Inc.
Total capital (to risk weighted assets) $ 59,737 14.2 % $ 33,600 8.0 % N/A N/A
Common Equity Tier 1 Capital (to risk weighted assets) 54,532 13.0 18,900 4.5 N/A N/A
Tier 1 capital (to risk weighted assets) 54,532 13.0 16,800 4.0 N/A N/A
Tier 1 capital (to average assets) 54,532 9.7 22,434 4.0 N/A N/A
ChoiceOne Bank
Total capital (to risk weighted assets) $ 55,723 13.3 % $ 33,470 8.0 % $ 41,837 10.0 %
Common Equity Tier 1 Capital (to risk weighted assets) 51,574 12.3 18,827 4.5 27,194 6.5
Tier 1 capital (to risk weighted assets) 51,574 12.3 16,735 4.0 25,102 6.0
Tier 1 capital (to average assets) 51,574 9.2 22,350 4.0 27,937 5.0

Management reviews the capital levels of ChoiceOne and the Bank on a regular basis. The Board of Directors (the “Board”) and management believe that the capital levels as of March 31, 2016 are adequate for the foreseeable future. The Board’s 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 from operating activities was $5.3 million for the three months ended March 31, 2016 compared to $2.3 million provided in the same period a year ago. A large portion of this increase was related to proceeds from loan sales of $12.9 million during the first quarter of 2016. Net cash used for investing activities was $12.5 million for the first three months of 2016 compared to net cash provided of $400,000 in the same period in 2015. The change was due to the origination and purchase of interest earning assets described in the securities and loans sections. Net cash provided from financing activities was $8.6 million in the three months ended March 31, 2016 compared to net cash used in financing activities of $9.6 million in the same period in the prior year. This change was due to the increase in deposits during the first quarter of 2016 in contrast with a decline in the first quarter of 2015 as well as a higher balance in federal funds purchased.

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 from correspondent banks, and advances available from the Federal Home Loan Bank. The Bank also has a secured line of credit available from the Federal Reserve Bank.

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Item 4. Controls and Procedures .

An evaluation was performed under the supervision and with the participation of ChoiceOne’s management, including the Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of ChoiceOne’s disclosure controls and procedures. Based on and as of the time of that evaluation, ChoiceOne’s management, including the Chief Executive Officer and Principal 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 March 31, 2016 that has materially affected, or that is reasonably likely to materially affect, ChoiceOne’s internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings .

There are no material pending legal proceedings to which ChoiceOne or the Bank is a party or to which any of their properties are subject, except for proceedings that arose in the ordinary course of business. In the belief of management, pending or current legal proceedings should not have a material effect on the consolidated financial condition of ChoiceOne.

Item 1A. Risk Factors .

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, 2015. As of the date of this report, ChoiceOne does not believe that there has been a material change in the nature or categories of ChoiceOne's risk factors, as compared to the information disclosed in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .

On January 27, 2016 ChoiceOne issued 784 shares of common stock, without par value, to the directors of ChoiceOne pursuant to the Directors’ Stock Purchase Plan for an aggregate cash price of $19,000. ChoiceOne relied on the exemption contained in Section 4(a)(5) of the Securities Act of 1933 in connection with these sales.

27

ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information regarding ChoiceOne’s purchases of its common stock during the quarter ended March 31, 2016.

Total Number Maximum
of Shares Number of
Purchased as Shares that
(Dollars in thousands, except per share data) Total Number Average Part of a May Yet be
of Shares Price Paid Publicly Purchased
Period Purchased per Share Announced Plan Under the Plan
January 1 - January 31, 2016
Employee Transactions $
Repurchase Plan $
February 1 - February 28, 2016
Employee Transactions $
Repurchase Plan $
March 1 - March 31, 2016
Employee Transactions $
Repurchase Plan $

There was no repurchase activity during the first quarter of 2016.

Item 5. Other Information

On May 13, 2016, ChoiceOne entered into a Change in Control Agreement (the “Change in Control Agreement”) with Kelly J. Potes, the President of ChoiceOne.

Pursuant to the Change in Control Agreement, Mr. Potes will receive severance benefits if, during term of the Agreement and either following a Change in Control or during an Active Change in Control Proposal Period, as defined in the Change in Control Agreement, Mr. Potes is terminated by ChoiceOne without cause or terminates his employment for good reason. Mr. Potes will receive a lump-sum payment equal to three times his annual base salary and compensation for health benefit continuation [and an automobile allowance] through the end of the term of the Change in Control Agreement. All unvested equity awards granted to Mr. Potes will automatically vest upon a change in control. The Change in Control Agreement includes a Section 280G cap that limits payments under the agreement as necessary to avoid tax penalties under Section 280G of the Internal Revenue Code.

Receipt of Mr. Potes' severance benefits is conditioned on obtaining a release and resignation from all of Mr. Potes' positions with ChoiceOne and the Bank. Additionally, the Change in Control Agreement includes non-competition provisions prohibiting Mr. Potes from soliciting ChoiceOne's customers and employees for a period of eighteen months.

The foregoing description of the Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the Change in Control Agreement, which are filed as Exhibit 10.1 hereto.

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Item 6. Exhibits

The following exhibits are filed or incorporated by reference as part of this report:

Exhibit
Number
Document
3.1 Amended and Restated Articles of Incorporation of ChoiceOne. Previously filed as an exhibit to ChoiceOne’s Form 10-K Annual Report for the year ended December 31, 2013.  Here incorporated by reference.
3.2 Bylaws of ChoiceOne as currently in effect and any amendments thereto. Previously filed as an exhibit to ChoiceOne’s Form 10-K Annual Report for the year ended December 31, 2013. Here incorporated by reference.
10.1 Change in Control Agreement with Kelly J. Potes.
31.1 Certification of President and Chief Executive Officer
31.2 Certification of Treasurer
32.1 Certification pursuant to 18 U.S.C. § 1350.
101.1 Interactive Data File.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHOICEONE FINANCIAL SERVICES, INC.
Date: May 13, 2016 By: /s/ James A. Bosserd
James A. Bosserd
Chief Executive Officer
(Principal Executive Officer)

Date: May 13, 2016 By: /s/ Thomas L. Lampen

Thomas L. Lampen
Treasurer

(Principal Financial and Accounting Officer)

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