Independent Bank (IBCP) - 2019 Q3 - Quarterly Report

PART I - Financial Information Item 1. Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements for Independent Bank Corporation, including the statements of financial condition, operations, comprehensive income, cash flows, and shareholders' equity, along with the accompanying notes Condensed Consolidated Statements of Financial Condition Presents the company's financial position as of September 30, 2019, compared to December 31, 2018, detailing assets, liabilities, and shareholders' equity, showing growth in total assets, loans, and deposits Condensed Consolidated Statements of Financial Condition (in thousands) | | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total Assets | $3,550,837 | $3,353,281 | | Net Loans | $2,696,298 | $2,557,632 | | Total Deposits | $3,052,312 | $2,913,428 | | Total Liabilities | $3,210,592 | $3,014,287 | | Total Shareholders' Equity | $340,245 | $338,994 | - Total assets increased by $197.6 million, or 5.9%, from December 31, 2018 to September 30, 2019[13] - Total loans grew by $139.9 million (5.4%) to $2.72 billion, while total deposits increased by $138.9 million (4.8%) to $3.05 billion during the first nine months of 2019[13] Condensed Consolidated Statements of Operations Details the company's revenues and expenses for the three and nine-month periods ended September 30, 2019 and 2018, showing increased net income in Q3 2019 driven by higher net interest income and non-interest income Key Operating Results (in thousands, except per share data) | Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $30,872 | $29,697 | $91,871 | $82,613 | | Total Non-interest Income | $12,275 | $11,836 | $32,139 | $35,864 | | Net Income | $12,445 | $11,925 | $32,556 | $29,903 | | Diluted EPS | $0.55 | $0.49 | $1.40 | $1.27 | - Net income for the third quarter of 2019 was $12.4 million, or $0.55 per diluted share, compared to $11.9 million, or $0.49 per diluted share, for the same period in 2018[15] Condensed Consolidated Statements of Comprehensive Income Reconciles net income to comprehensive income, including unrealized gains and losses on securities and derivative instruments, with comprehensive income for Q3 2019 significantly higher than Q3 2018 due to unrealized gains on securities Comprehensive Income (in thousands) | Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $12,445 | $11,925 | $32,556 | $29,903 | | Other comprehensive income (loss) | $1,058 | $(675) | $6,735 | $(3,890) | | Comprehensive Income | $13,503 | $11,250 | $39,291 | $26,013 | Condensed Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities for the nine-month periods ended September 30, 2019 and 2018, showing a net increase in cash and cash equivalents in 2019 Cash Flow Summary for Nine Months Ended Sept 30 (in thousands) | Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash From Operating Activities | $6,060 | $20,628 | | Net Cash Used in Investing Activities | $(131,595) | $(131,731) | | Net Cash From Financing Activities | $137,708 | $109,535 | | Net Increase (Decrease) in Cash | $12,173 | $(1,568) | Condensed Consolidated Statements of Shareholders' Equity Provides a detailed reconciliation of changes in shareholders' equity accounts for the three and nine-month periods, highlighting net income, dividend payments, and significant share repurchases - For the nine months ended September 30, 2019, the company repurchased 1,204,688 shares of common stock for an aggregate price of $26.3 million[20] - Cash dividends declared for the nine months ended September 30, 2019, totaled $0.54 per share, amounting to $12.5 million[20] Notes to Interim Condensed Consolidated Financial Statements Provides detailed disclosures supporting the primary financial statements, including information on accounting policies, new accounting standards, securities, loans, derivatives, regulatory capital, and fair value measurements - The company adopted ASU 2016-02 (Leases) on January 1, 2019, resulting in the recognition of right-of-use assets and lease liabilities of approximately $7.7 million[29] - The company expects to adopt ASU 2016-13 (CECL) on January 1, 2020, and anticipates the allowance for loan losses will increase by $9.0 million to $11.0 million upon adoption[25] - The company completed the acquisition of TCSB Bancorp, Inc. on April 1, 2018, accounted for under the acquisition method, adding goodwill of $28.3 million[204][205][209] Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on the company's financial condition and results of operations, covering key performance drivers, including net interest income, non-interest income and expense, asset quality, and capital resources, highlighting increased profitability in Q3 2019 - Net income for Q3 2019 was $12.4 million, an increase from $11.9 million in Q3 2018, driven by higher net interest income and non-interest income, partially offset by increased non-interest expense[220] - Total assets grew by $197.6 million in the first nine months of 2019, primarily due to a $139.9 million increase in portfolio loans and a $138.9 million increase in deposits[274] - The company repurchased 1.2 million shares for $26.3 million in the first nine months of 2019 under its share repurchase plan[96][323] Results of Operations Analyzes the components of the income statement, showing net interest income growth despite margin compression, boosted non-interest income from mortgage banking, and increased non-interest expenses, with a net credit for loan losses Key Performance Ratios (Annualized) | Ratio | Q3 2019 | Q3 2018 | | :--- | :--- | :--- | | Return on Average Assets | 1.42% | 1.46% | | Return on Average Equity | 14.64% | 13.83% | - Net interest income increased 4.0% YoY to $30.9 million in Q3 2019, driven by a $246.9 million increase in average interest-earning assets[224] - Net gains on mortgage loans increased to $5.7 million in Q3 2019 from $2.7 million in Q3 2018, driven by higher sales volume and a wider loan sales margin[238][240] - Mortgage loan servicing generated a net loss of $1.6 million in Q3 2019, compared to income of $1.2 million in Q3 2018, primarily due to negative fair value changes on servicing rights as interest rates declined[245] Financial Condition Discusses the balance sheet, focusing on securities, loans, asset quality, and funding, highlighting solid loan and deposit growth, improved asset quality with decreased non-performing loans, and reliance on core deposits and wholesale funding Non-performing Assets (in thousands) | Metric | Sept 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total non-performing loans | $6,649 | $8,574 | | Total non-performing assets | $8,438 | $9,873 | | NPA / Total Assets | 0.24% | 0.29% | | ALL / Non-performing loans | 393.26% | 290.27% | - Portfolio loans increased by $139.9 million (5.4%) to $2.72 billion in the first nine months of 2019[274] - Deposits increased by $138.9 million, primarily due to growth in reciprocal deposits, which rose to $416.2 million from $182.1 million at year-end 2018[304] - The allowance for loan losses (AFLL) increased to $26.1 million but remained stable at 0.96% of total portfolio loans at both September 30, 2019, and December 31, 2018[299] Liquidity and Capital Resources Discusses the company's ability to meet obligations through liquidity management and capital planning, indicating adequate liquidity supported by cash, securities, and borrowing facilities, with strong capital levels meeting 'well-capitalized' regulatory standards - The parent company held approximately $16.3 million in cash and time deposits as of September 30, 2019, considered sufficient to meet operating expenses, interest payments, and dividends[317] - The ratio of tangible common equity (TCE) to tangible assets was 8.71% at September 30, 2019, down from 9.17% at December 31, 2018[322] - The company and its bank subsidiary continued to meet the requirements to be considered 'well-capitalized' under federal regulatory standards as of September 30, 2019[325] Asset/liability management Details the company's management of interest-rate risk using simulation analysis to monitor the potential impact of interest rate changes on net interest income and the market value of portfolio equity, showing positioning for rising rates but some downside risk in a falling rate environment Interest Rate Sensitivity Analysis (as of Sept 30, 2019) | Change in Interest Rates | % Change in Market Value of Portfolio Equity | % Change in Net Interest Income (12-month) | | :--- | :--- | :--- | | +200 bps | +1.02% | +1.54% | | +100 bps | +3.00% | +1.13% | | Base Case | -- | -- | | -100 bps | -12.40% | -3.16% | Item 3. Quantitative and Qualitative Disclosures about Market Risk This section refers to the market risk disclosures provided within the Management's Discussion and Analysis section of the report - The report directs the reader to the 'Asset/liability management' subsection within Item 2 for disclosures about market risk[343] Item 4. Controls and Procedures Contains management's conclusion on the effectiveness of the company's disclosure controls and procedures and reports any changes in internal control over financial reporting - The CEO and CFO concluded that as of September 30, 2019, the company's disclosure controls and procedures were effective[345] - There were no changes in internal control over financial reporting during the quarter ended September 30, 2019, that materially affected, or are reasonably likely to materially affect, internal controls[346] PART II - Other Information Risk Factors This section states whether there have been any material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018[348] Unregistered Sales of Equity Securities and Use of Proceeds Provides information on the company's sales of unregistered equity securities and its repurchases of common stock during the reporting period - During Q3 2019, the company issued 2,787 shares of common stock to non-employee directors in lieu of fees under its Deferred Compensation and Stock Purchase Plan[349] Common Stock Repurchases (Q3 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | July 2019 | -- | $ -- | | August 2019 | 25,919 | $20.09 | | September 2019 | -- | $ -- | | Total | 25,919 | $20.09 | Exhibits Lists the exhibits filed as part of the quarterly report, including officer certifications and XBRL data files - The exhibits filed with the report include CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as well as XBRL interactive data files[353]