Note 6 - Goodwill and Acquired Intangible Assets

Goodwill

The change in the balance for goodwill was as follows:

 

(Dollars in thousands)

2025

 

 

2024

 

Balance, beginning of year

$

59,946

 

 

$

59,946

 

Acquired goodwill from merger with Fentura Financial, Inc.

 

69,908

 

 

 

-

 

Adjustments

 

-

 

 

 

-

 

Balance, end of year

$

129,854

 

 

$

59,946

 

 

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. 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. The Company acquired Valley Ridge Financial Corp. in 2006, County Bank Corp in 2019, Community Shores in 2020, and Fentura in 2025, which resulted in the recognition of goodwill of $13.7 million, $38.9 million, $7.3 million and $69.9 million, respectively.

 

ChoiceOne engaged a third party valuation firm to assist in performing a quantitative analysis of goodwill as of June 30, 2024 ("the measurement 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 2029 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 measurement date was greater than its book value and impairment of goodwill was not required. Although the Company’s stock price did not exceed its book value as of June 30, 2025, management noted multiple dates both before and after the measurement date on which the stock price did exceed book value. Accordingly, management does not consider the measurement date market price to be indicative of a sustained decline in the Company’s fair value, and no indicators of goodwill impairment were identified. No material changes and no triggering events have occurred that indicated impairment from the measurement date through December 31, 2025.

Acquired Intangible Assets

Information for acquired intangible assets at December 31 is as follows:

 

 

2025

 

 

2024

 

 

Gross

 

 

 

 

 

Gross

 

 

 

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Accumulated

 

(Dollars in thousands)

Amount

 

 

Amortization

 

 

Amount

 

 

Amortization

 

Core deposit intangible

$

39,269

 

 

$

11,282

 

 

$

7,120

 

 

$

6,024

 

 

The core deposit intangible from the Fentura, County and Community Shores mergers is being amortized on a sum-of-the-years digits basis over ten years, ten years and eight years, respectively. Amortization expense was $5,258,000 in 2025, $757,000 in 2024, and $955,000 in 2023. The estimated amortization expense for the next five years ending December 31 is as follows (dollars in thousands):

 

2026

 

5,737

 

2027

 

4,955

 

2028

 

4,217

 

2029

 

3,622

 

2030

 

3,037

 

Thereafter

 

6,419

 

Total

$

27,987

 

 

 

 

2025

 

 

Gross

 

 

 

 

 

Carrying

 

 

Accumulated

 

(Dollars in thousands)

Amount

 

 

Amortization

 

Customer List Intangible

$

3,727

 

 

$

565

 

 

 

The customer list intangible from the Fentura merger is being amortized on the sum-of-the-years digits basis over ten years. Amortization expense was $565,000 in 2025 with no expense in prior years. The estimated amortization expense for the next five years ending December 31 is as follows (dollars in thousands):

 

2026

 

621

 

2027

 

553

 

2028

 

486

 

2029

 

418

 

2030

 

350

 

Thereafter

 

734

 

Total

$

3,162

 

 

 

Historical Timeline

Fiscal YearFiled
2025Mar 13, 2026Showing above
2024Mar 11, 2025
2023Mar 13, 2024
2022Mar 23, 2023
2021Mar 18, 2022
2020Apr 1, 2021
2019Mar 16, 2020
2018Mar 18, 2019
2017Mar 29, 2018
2016Mar 27, 2017
2015Mar 28, 2016

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.