More annual reports from Level One Bancorp, Inc.:
2020 ReportChampioning the Entrepreneurial Spirit 2019 Annual Report Board of Directors Barbara E. Allushuski President & CEO Blue Heron Talent, LLC Victor L. Ansara President & CEO Ansara Restaurant Group, Inc. James Bellinson Managing Director Riverstone Communities Michael A. Brillati CEO Salus Group Shukri W. David MD, MBA, FACC, Physician Chair, Heart & Vascular Center of Excellence St. John Providence Health System Ascension Michigan Thomas A. Fabbri President & CEO Aaro Companies Patrick J. Fehring President & CEO Level One Bank Jacob W. Haas Owner Airport Plaza Business Park and Saline Construction Company Mark J. Herman President & COO ANYI Management Company Steven H. Rivera DO, MBA, FACEP Board of Trustees Ascension Southeast Michigan Hospitals, Physician Advisor Ascension Providence Hospitals, Medical Staff Leadership Ascension Providence Stefan Wanczyk President & CEO Utica Enterprises, Inc. Executive Team From left to right: Lani Barrett, EVP, Chief Human Resources Officer; Gregory A. Wernette, EVP, Chief Lending Officer; David C. Walker, EVP, Chief Financial Officer; Patrick J. Fehring, Chairman, President and Chief Executive Officer; Eva Scurlock, EVP, Risk Management Officer; Timothy R. Mackay, EVP, Consumer Banking Officer Patrick J. Fehring, President & CEO To Our Shareholders I am pleased to report 2019 was another successful year of quality growth and strong financial results for Level One Bancorp, Inc. Net Income was $16.1 million, an increase of 12% from the previous year. Fully diluted earnings per share grew 7% to $2.05 while total assets grew 12% to $1.58 billion. Following the expansion of our residential mortgage team in late 2018, our mortgage activity was enhanced significantly resulting in an increase of $5.6 million in mortgage banking income year over year. We achieved solid loan growth of 9% including commercial and residential mortgage activity, and net charge-offs declined to 0.02% as a percentage of average loans. We expanded our footprint and entered new markets through organic growth and the acquisition of Ann Arbor State Bank. We opened a full- service banking center in Ann Arbor and broke ground on the construction of a new banking center in Rochester Hills that is now open. Additionally, we made improvements to our Birmingham banking center by relocating to a larger and more modern space to better serve clients and achieve greater visibility in the community. We signed a definitive agreement to acquire Ann Arbor State Bank in 2019 and completed the financial transaction on January 2, 2020. Ann Arbor is an extremely attractive market that aligns well with our growth strategy. Our combined institution grew to $1.87 billion in assets and 16 banking centers, including two new offices in Ann Arbor and one in Jackson. As we look ahead to 2020 and beyond, we remain committed to quality growth and profitability. We have entered unchartered territory with the uncertainties surrounding the COVID-19 pandemic. However, as a Bank that opened in the beginning of the Great Recession, we are poised and prepared to navigate the economic challenges that may lie ahead. Thank you for your continued support of Level One Bancorp, Inc. Sincerely, Patrick J. Fehring President & CEO 2 1 2 3 4 2019 Highlights - We secured a building and began planning for our first banking center in Rochester Hills. - We celebrated the grand re-opening of our Birmingham banking center after relocating to a larger space to better serve clients. - We were honored as Business Development Lender of the Year by the U.S. Small Business Administration Michigan District Office. - We were named to American Banker Magazine’s list of the Top 200 Community Banks in the Nation, coming in at #100 on the list. - We signed a definitive merger agreement to acquire Ann Arbor State Bank. - For the 7th consecutive year, we were recognized as one of Metro Detroit’s Best and Brightest Companies to Work For. - We celebrated the grand opening of our first banking center in Ann Arbor. - We were recognized as the Community Builder of the Year by Habitat for Humanity Oakland County for our commitment to affordable housing. When we started Level One Bank in 2007, our vision was to provide a better way to bank for families and businesses in Michigan. With the sophisticated products and technology of a larger institution, and the personal service and local knowledge of a community bank, we have remained true to that vision. Celebrating the grand re-opening of our Birmingham banking center. Celebrating the grand opening of our Ann Arbor banking center at the Maple Village Shopping Center. Receiving the Community Builder of the Year Award from Habitat for Humanity Oakland County. 3 4 A Recipe For Success Level One Bank offers a unique banking proposition that boils down to three key ingredients – we are an entrepreneurial bank, our clients have direct access to our decision makers, and our team is responsive and engaged. This is our recipe for success. It is this combination of “3 Uniques” that separate Level One Bank from the competition and the reason our clients love working with us. Entrepreneurial Spirit As a community bank founded just over a decade ago with investments from a team of local business leaders and passionate bankers, we understand firsthand the unique challenges entrepreneurs face when it comes to managing finances and growing a business. At the core of Level One Bank is an entrepreneurial spirit that drives the way we think, act and innovate. We are proud of our ability to think outside of the box and be nimble for our clients, often custom tailoring solutions for those who were turned away by bigger banks with a cookie-cutter approach. Our team is continually searching for better ways to serve our clients and communities. In 2019, we made process improvements to reduce response times for small business and consumer loan applicants and rolled out an online application platform that makes it easy to apply for a loan. With our focus on the needs of our clients, we also worked to significantly reduce the amount of time it takes to open a new checking account at a banking center. Accessible Decision Makers While technology continues to evolve and be an important part of the client experience, we will never lose sight of the importance of human connection. Relationships are the cornerstone of our Bank and a critical component of our core values. We offer a unique experience at Level One Bank because we connect with our clients on a personal level and provide direct access to decision makers — a stark contrast to the experience at larger financial institutions. When you call Level One Bank, you speak to a real person who lives and works in the local community. When you come into a banking center, the team greets you by name. When you apply for a loan, the decision is made here in Michigan by people who understand your local market. Even at the leadership level, our executive team and board of directors are all local entrepreneurs who are passionate about helping local families and businesses succeed. Responsive And Engaged Team Members We continue to grow organically and through acquisitions, including opening a full-service banking center in Ann Arbor in October 2019, acquiring Ann Arbor State Bank in January 2020, and opening a full-service banking center in Rochester in March 2020. As we expand our team, we remain focused on hiring, retaining, and developing team members who are not only talented but good core value fits. We have a passionate team that is driven to do what’s best for the client. They are empowered to make decisions quickly and have the liberty to be creative when it comes to problem solving, resulting in a better client experience. We are regularly investing time and resources into the development of our team. In 2019, we focused efforts on team member engagement and collaborated on ways to make Level One Bank an even better place to work. We find engaged team members to be happier, more productive, and better equipped to provide exceptional client service. Following a series of surveys and action planning committees, we made several process improvements to make work more efficient and less cumbersome for team members and clients alike. Supporting local businesses during a Level One Cash Mob event. An aerial view of our Ann Arbor mortgage loan center across the street from The Big House. 5 6 From Our Clients eVN Inc. Peter Stevenson, CEO When eVN needed a bank to help fund its growth needs, Peter Stevenson, CEO of eVN, shopped most of the big banks in the area with no success. Their rigid requirements and unwillingness to understand the needs of his business led Peter to give Level One Bank a try. “Right away, Level One Bank understood my needs. They understood the entrepreneurial side of my business and my growth goals,” said Peter. Peter meets with his banker regularly to review business plans and discuss the needs of the business. He appreciates how proactive Level One Bank is when it comes to offering solutions and looking for ways to better support the business as it grows. “Level One Bank has literally been a partner for us. It is much more than a bank providing a service. They are an essential part of our financial team,” he explained. eVN is a technology company that provides dynamic CGI (computer-generated imagery) for the automotive industry that drives sales, reduces costs and increases profitability. Focused on enabling high quality, ‘VIN Specific’ content to power online digital retailing, eVN provides previously unheard of emotive, personalized content throughout the sales, service and re-sale lifecycle of the vehicle. Learn more at www.evnusa.com. CS Partners Maria Dockins, Managing Partner Maria Dockins, Managing Partner at CS Partners, joined Level One Bank through the acquisition of Ann Arbor State Bank. As a long- time client of Ann Arbor State Bank, Maria is excited about what Level One Bank brings to the table. “We like the idea of working with a larger community bank,” explains Maria. “We have access to more resources and tools to support our business.” As a company that continues to focus on growth and expansion, CS Partners will benefit from higher lending limits and a wider variety of treasury management products offered at Level One Bank. While bank integrations can be challenging, Maria has been pleased with the process so far. “The implementation team at Level One has been fabulous,” said Maria. “They have been very responsive. The customer service has been great.” CS Partners is an Educational Service Provider (ESP) that offers a variety of administrative and operational management services to charter schools in Michigan. By working alongside school staff, CS Partners provides a range of support services based on the needs of the school, such as payroll, human resources, financial services, compliance, school performance and more. Visit www.charterschoolpartners.com to learn more. Victory Lane Quick Oil Change Justin and Lauren Cialella, Co-Owners Justin and Lauren Cialella, Co-owners of Victory Lane Quick Oil Change, had spread their business accounts across multiple banks and were looking to consolidate with one bank. When choosing their bank, it was all about relationship. Level One Bank took the time to understand their business. “We met with several senior executives who were so willing to get involved. That doesn’t happen at big banks,” Lauren explained. “And they are still involved today.” In addition to the relationship, Justin was impressed with Level One Bank’s knowledge and solutions-oriented approach. “Level One understands small business in a way that big banks can’t unless you fit inside a certain box,” Justin explained. “We have dealt with a lot of banks, both big and small. Our business banker at Level One was by far the best we have ever encountered.” Victory Lane Quick Oil Change is one of the oldest quick lube franchises in the industry. The company was founded in 1980 in Ann Arbor, Michigan and is well recognized for its distinctive checkered flag branding. With 40+ locations, Victory Lane Quick Oil Change is rapidly growing in select US and Canadian markets. To learn more about Victory Lane Quick Oil Change, visit www.VictoryLane.net. 7 8 Community Involvement 4 We continued to serve and make a positive impact in our communities in 2019. Through financial support, volunteerism, financial literacy, grant programs and more, Level One Bank team members are passionate about giving back. We donated nearly $200,000 to local non-profit organizations, leveraged over $300,000 in homeownership grants to our neighbors in need, and dedicated over 1,400 hours of community service. 1 2 Our team members also facilitated 100 financial literacy classes in 2019, with topics ranging from budgeting and credit building with first-time homebuyers to entrepreneurship with local small businesses. We are enthusiastic about sharing our financial knowledge and expertise to help our neighbors achieve their financial goals. We developed a new partnership with Avalon Housing, an Ann Arbor based non-profit that provides affordable housing and other supportive services to formerly homeless individuals in Washtenaw County. In addition to financial support, we are proud to display artwork made by Avalon Housing residents at our Ann Arbor banking center to help raise awareness for their mission. 5 Our relationship with Habitat for Humanity continues to evolve and expand with the growth of the Bank. In addition to originating mortgage loans for Habitat and offering low-cost loan programs and grant opportunities for their clients, we offer financial support to multiple Habitat partners. For example, Level One Bank donated $25,000 to Macomb County Habitat for Humanity to pay for damages caused by vandalism at two of their houses in 2019. 3 9 Every quarter our team members mentor students at Cornerstone Schools in Detroit. We are able to build relationships with students through working on projects, reading, and experimenting. Each visit is centered around different themes such as communication, character development, career and life pathways, entrepreneurship, and exploring different cultures. 1. Making fleece blankets to deliver to children at local hospitals with the charity Fleece and Thank You. 2. Avalon Housing artists with their work on display at our Ann Arbor banking center. 3. Putting the finishing touches on a Habitat for Humanity home. 4. Wearing pink in support of Breast Cancer Awareness. 5. Mentoring a classroom of children with Cornerstone Schools Partner Morning program. 10 CONSOLIDATED BALANCE SHEETS December 31, 2019 and 2018 (Dollars in thousands, except share data) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 2019 2018 Years ended December 31, 2019, 2018 and 2017 (Dollars in thousands) BALANCE AT JANUARY 1, 2017 Net income Other comprehensive loss Exercise of stock options (57,506 shares) Stock based compensation, net of tax impact DECEMBER 31, 2017 Net income Other comprehensive loss (excluding tax reform adjustment) Reclass of tax reform adjustments due to early adoption of ASU 2018-02 Initial public offering of 1,150,765 shares of common stock, net of issuance costs Common stock dividends declared ($0.12 per share) Exercise of stock options (127,494 shares) Stock-based compensation expense, net of tax impact DECEMBER 31, 2018 Net income Other comprehensive income Redeemed stock (90,816 shares) Common stock dividends declared ($0.16 per share) Exercise of stock options (21,550 shares) Stock based compensation, net of tax impact Common Stock $58,306 — — 605 600 $59,511 — — — 29,030 — 1,279 801 $90,621 — — (2,165) — 219 670 Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Retained Earnings $ 39,391 9,841 — — — $49,232 14,386 — 168 — (895) — — $62,891 16,111 — — (1,236) — — $(1,126) — 343 — — $ (783) — (801) (168) — — — — $(1,752) — 5,344 — — — — $ 96,571 9,841 343 605 600 $ 107,960 14,386 (801) — 29,030 (895) 1,279 801 $151,760 16,111 5,344 (2,165) (1,236) 219 670 DECEMBER 31, 2019 $89,345 $77,766 $ 3,592 $170,703 ASSETS Cash and cash equivalents Securities available-for-sale Federal Home Loan Bank stock Mortgage loans held for sale, at fair value Loans: Originated loans Acquired loans Total loans Less: Allowance for loan losses Net loans Premises and equipment, net Goodwill Other intangible assets, net Bank-owned life insurance Income tax benefit Other assets Total assets LIABILITIES Deposits: Noninterest-bearing demand deposits Interest-bearing demand deposits Money market and savings deposits Time deposits Total deposits Borrowings Subordinated notes Other liabilities Total liabilities Shareholders’ equity Common stock, no par value per share: Authorized—20,000,000 shares Issued and outstanding—7,715,491 shares at 12/31/2019 and 7,750,216 shares at 12/31/2018 Retained earnings Accumulated other comprehensive income (loss), net of tax Total shareholders’ equity Total liabilities and shareholders’ equity $ 103,930 180,905 11,475 13,889 1,158,138 69,471 1,227,609 (12,674) 1,214,935 13,838 9,387 376 12,167 1,217 22,780 $ 33,296 204,258 8,325 5,595 1,041,898 84,667 1,126,565 (11,566) 1,114,999 13,242 9,387 447 11,866 2,467 12,333 $ 1,584,899 $ 1,416,215 $ 325,885 $ 309,384 62,586 313,885 433,072 52,804 287,575 484,872 1,135,428 1,134,635 212,225 44,440 22,103 99,574 14,891 15,355 1,414,196 1,264,455 89,345 77,766 3,592 170,703 $ 1,584,899 90,621 62,891 (1,752) 151,760 $ 1,416,215 11 12 CONSOLIDATED STATEMENTS OF INCOME Years ended December 31, 2019, 2018 and 2017 (In thousands, except per share data) Interest income Originated loans, including fees $56,956 $49,076 $ 39,812 Acquired loans, including fees 6,375 9,186 12,231 2019 2018 2017 Securities: Taxable Tax-exempt Federal funds sold and other 3,509 2,939 1,746 2,305 1,303 1,657 966 955 863 Total interest income 70,448 63,824 55,607 Interest Expense Deposits Borrowed funds Subordinated notes Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income 16,941 11,055 6,267 1,378 1,074 19,393 51,055 1,383 1,330 797 1,015 1,014 13,400 8,078 50,424 47,529 412 1,416 49,672 50,012 46,113 Service charges on deposits Net gain (loss) on sales of securities Mortgage banking activities Net gain (loss) on sale of commercial loans Other charges and fees 2,547 1,174 7,880 (45) 2,655 2,556 2,543 (71) 208 11 146 2,229 1,907 Total noninterest income 14,211 7,055 6,502 Noninterest expense Salary and employee benefits 28,775 25,781 21,555 Occupancy and equipment expense Professional service fees Acquisition and due diligence fees Marketing expense Data processing expense Printing and supplies expense Other expense Total noninterest expense Income before income taxes Income tax provision Net income Per common share data: 4,939 1,808 539 1,107 2,374 340 4,487 4,425 4,208 1,672 2,314 — 1,033 — 930 2,146 1,912 441 477 4,180 4,655 44,369 19,514 3,403 39,678 36,051 17,389 16,564 3,003 6,723 $16,111 $14,386 $ 9,841 Basic earnings per common share Diluted earnings per common share Cash dividends declared per common share $2.08 $2.05 0.16 $1.95 $1.91 0.12 $ $ 1.54 1.49 — Weighted average common shares outstanding—basic 7,655 7,377 6,388 Weighted average common shares outstanding—diluted 7,770 7,524 6,610 5% 4% 3% 2% 1% 0% 4% 3% 2% 1% 0% 2014 2015 2016 2017 2018 2019 2014 2015 2016 2017 2018 2019 18000 16000 14000 12000 10000 8000 6000 4000 2000 0 1.60% 1.40% 1.20% 1.00% 0.80% 0.60% 0.40% 0.20% 0.00% 2014 2015 2016 2017 2018 2019 2014 2015 2016 2017 2018 2019 CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 2019, 2018 and 2017 (Dollars in thousands) ($ Million) Total Assets Organic growth drove an increase in assets of 12% during 2019. Total Loans Total loans grew 9% in 2019, accounting for 77.5% of total assets. Net Charge Offs /Average Assets Credit quality remains excellent with a .02% loss rate in 2019. 1600 1400 1200 1000 800 600 400 200 0 2014 2015 2016 2017 2018 2019 ($ Million) 1400 1200 1000 800 600 400 200 0 0.30% 0.20% 0.10% 0.00% -0.10% -0.20% 2014 2015 2016 2017 2018 2019 2014 2015 2016 2017 2018 2019 Net Interest Margin The Company’s loans are its main revenue engine, and the cost of funds increased more than the loan yield increased, resulting in the Company’s net interest margin falling to 3.60%. Noninterest Expense /Average Assets Offsetting net interest revenue is noninterest expense (e.g., salaries, occupancy, data processing, etc.) and in 2019, this ratio remained consistent. Net Income Net income was strong at $16.1 million in 2019. Return on Average Assets Finally, the Company’s net income as percent of average assets was 1.08% in 2019. Cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of fixed assets Amortization of core deposit intangibles Stock-based compensation expense Provision expense for loan losses Net securities premium amortization Net (gain) loss on sales of securities Originations of loans held for sale Proceeds from sales of loans Net gain on sales of loans Accretion on acquired purchase credit impaired loans Gain on sale of other real estate owned and repossessed assets Increase in cash surrender value of life insurance, net of 1035 exchange charge Amortization of debt issuance costs Excess tax benefits Net (increase) decrease in accrued interest receivable and other assets Net increase in accrued interest payable and other liabilities Net cash provided by operating activities Cash flows from investing activities Net increase in loans Principal payments on securities available-for-sale Purchases of securities available-for-sale Purchases of Bank Owned Life Insurance Purchases of FHLB Stock Additions to premises and equipment Proceeds from: Sale of securities available-for-sale Sale of other real estate owned and repossessed assets Net cash used in investing activities Cash flows from financing activities Net increase in deposits Change in short-term borrowings Issuances of long-term FHLB advances Repayment of long-term FHLB advances Net proceeds from issuance of subordinated debt Change in secured borrowing Net proceeds from issuance of common stock related to initial public offering Share buyback - redeemed stock Common stock dividends paid Proceeds from exercised stock options Payments related to tax-withholding for share based compensation awards Net cash provided by financing activities Net change in cash and cash equivalents Beginning cash and cash equivalents Ending cash and cash equivalents 2019 2018 2017 $ 16,111 $ 14,386 $ 9,841 1,323 146 713 1,383 1,735 (1,174) (272,714) 270,363 (7,835) (2,313) 1,332 220 815 412 1,327 71 (90,361) 91,091 (2,341) (3,794) 1,369 234 613 1,416 871 (208) (64,184) 69,753 (1,844) (5,340) - (44) (237) (301) 62 18 (324) 47 108 (328) 58 27 (9,544) 382 (1,546) 6,151 4,124 4,810 18,137 1,667 12,162 (97,660) 16,521 (56,810) - (3,150) (2,019) (88,069) 9,368 (68,694) - (22) (1,159) 69,846 - (73,272) 3,625 822 (144,129) 793 (32,278) 145,000 - 29,487 (71) 14,253 61,810 - (10,000) - (69) - (2,165) (1,160) 219 29,030 - (662) 1,279 (75,780) 8,850 (74,225) - (2,475) (913) 14,803 885 (128,855) 195,458 (31,820) - (4,506) - 1,514 - - - 605 (43) 139,782 70,634 33,296 $ 103,930 $ (14) 95,627 (30,365) 63,661 33,296 (13) 161,238 44,545 19,116 63,661 $ Supplemental disclosure of cash flow information: Interest paid Taxes paid Transfer from loans held for sale to loans held for investment Transfer from loans to other real estate owned Transfer from premises and equipment to other assets $ 19,493 $ 2,916 12,634 2,120 $ 7,427 4,625 2,186 921 - 544 108 18 1,587 385 1,793 2,330 1,698 ($ Thousand) 13 14 Corporate Office 32991 Hamilton Court Farmington Hills, MI 48334 248-737-0300 Banking Center Locations Ann Arbor 195 North Maple Road Ann Arbor, MI 48103 734-794-5225 3930 South State Street Ann Arbor, MI 48108 734-418-9995 125 West William Street Ann Arbor, MI 48104 734-761-1475 Birmingham 1712 West Maple Road Birmingham, MI 48009 248-723-4800 Bloomfield 6450 Telegraph Road Bloomfield Hills, MI 48301 248-406-8905 37100 Woodward Avenue Bloomfield Hills, MI 48304 248-530-7401 Detroit 1420 Washington Boulevard Detroit, MI 48226 313-309-9980 Farmington Hills 30095 Northwestern Highway Farmington Hills, MI 48334 248-865-1300 Novi 44350 West 12 Mile Road Novi, MI 48377 248-735-1000 Rochester 1880 South Rochester Road Rochester Hills, MI 48307 248-710-3700 Sterling Heights 43683 Schoenherr Road Sterling Heights, MI 48313 586-412-1800 Mortgage Loan Centers Ann Arbor 1328 South Main Street Ann Arbor, MI 48104 734-213-1515 30201 Orchard Lake Road Farmington Hills, MI 48334 248-737-1110 Ferndale 22635 Woodward Avenue Ferndale, MI 48220 248-414-6500 Grand Rapids 2355 Burton Street SE Grand Rapids, MI 49506 616-827-4400 Jackson 611 North Wisner Jackson, MI 49202 517-917-0908 Northville 20550 Haggerty Road Northville, MI 48167 248-380-6590 Member FDIC 888-880-5663 | contact@levelonebank.com www.LevelOneBank.com This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect management’s current views of future events and operations. These forward-looking statements are based on the information currently available to the Company as of the date of this release. It is important to note that these forward-looking statements are not guarantees of future performance and involve risk and uncertainties, including, but not limited to, the ability of the Company to implement its strategy and expand its lending operations, changes in interest rates and other general economic, business and political conditions, including changes in the financial markets, as well as other risks described in the Company's filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
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