Independent Bank (INDB) - 2019 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the unaudited financial statements and management's analysis of the company's financial performance and position Item 1. Financial Statements (unaudited) This section presents the unaudited consolidated financial statements for Independent Bank Corp. as of September 30, 2019, and for the three and nine-month periods then ended. It includes the Consolidated Balance Sheets, Statements of Income, Comprehensive Income, Stockholders' Equity, and Cash Flows, along with detailed condensed notes explaining the basis of presentation, significant accounting policies, and specific details on financial accounts and activities Consolidated Balance Sheets The balance sheets show significant growth in assets, liabilities, and equity, primarily driven by the Blue Hills Bancorp acquisition Consolidated Balance Sheets (in thousands) | Metric | Sep 30, 2019 (in thousands) | Dec 31, 2018 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | $11,538,639 | $8,851,592 | +30.4% | | Net Loans | $8,846,559 | $6,841,901 | +29.3% | | Goodwill | $504,562 | $256,105 | +97.0% | | Total Liabilities | $9,856,315 | $7,778,102 | +26.7% | | Total Deposits | $9,326,091 | $7,427,120 | +25.6% | | Total Stockholders' Equity | $1,682,324 | $1,073,490 | +56.7% | - The significant increase in assets, liabilities, and equity from December 31, 2018, to September 30, 2019, is primarily driven by the acquisition of Blue Hills Bancorp, Inc., as detailed in Note 3[11][37] Consolidated Statements of Income The income statements reflect substantial year-over-year growth in net interest income, noninterest income, and net income Consolidated Statements of Income (Q3, in thousands) | Metric | Q3 2019 (in thousands) | Q3 2018 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $104,598 | $76,234 | +37.2% | | Provision for Loan Losses | $0 | $1,075 | -100.0% | | Noninterest Income | $31,816 | $23,264 | +36.8% | | Noninterest Expenses | $67,533 | $55,439 | +21.8% | | Net Income | $51,845 | $33,015 | +57.0% | | Diluted EPS | $1.51 | $1.20 | +25.8% | Consolidated Statements of Income (Nine Months, in thousands) | Metric | Nine Months 2019 (in thousands) | Nine Months 2018 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $293,142 | $217,873 | +34.5% | | Provision for Loan Losses | $2,000 | $3,575 | -44.1% | | Noninterest Income | $81,997 | $65,014 | +26.1% | | Noninterest Expenses | $216,876 | $161,578 | +34.2% | | Net Income | $117,698 | $91,688 | +28.4% | | Diluted EPS | $3.64 | $3.32 | +9.6% | Consolidated Statements of Comprehensive Income Comprehensive income significantly increased year-over-year, driven by higher net income and positive changes in other comprehensive income - Total comprehensive income for Q3 2019 was $57.1 million, a significant increase from $30.5 million in Q3 2018, driven by higher net income and a positive shift in other comprehensive income, primarily from changes in the fair value of securities and cash flow hedges[18] - For the nine months ended September 30, 2019, total comprehensive income was $145.1 million, compared to $82.1 million for the same period in 2018[18] Consolidated Statements of Stockholders' Equity Stockholders' equity saw a substantial increase, primarily due to common stock issuance for an acquisition and net income - Total stockholders' equity increased from $1.07 billion at year-end 2018 to $1.68 billion at September 30, 2019, primarily due to the issuance of 6.17 million shares of common stock valued at $499.7 million for the Blue Hills acquisition, net income of $117.7 million, and positive other comprehensive income of $27.4 million, partially offset by common dividends of $42.6 million[24] Consolidated Statements of Cash Flows Cash flow analysis highlights changes in operating, investing, and financing activities, including impacts from business combinations Cash Flow Activities (Nine Months Ended Sep 30, in thousands) | Cash Flow Activity (Nine Months Ended Sep 30) | 2019 (in thousands) | 2018 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $137,236 | $103,794 | | Net cash used in investing activities | ($13,942) | ($260,078) | | Net cash provided by (used in) financing activities | ($154,477) | $194,015 | | Net (decrease) increase in cash and cash equivalents | ($31,183) | $37,731 | - Investing activities in 2019 included $105.3 million in net cash paid for business combinations[28][29] - Financing activities included proceeds from new long-term debt and subordinated debentures, offset by repayments of FHLB borrowings and common dividends paid[28][29] Condensed Notes to Consolidated Financial Statements These notes provide detailed explanations of the company's accounting policies and specific financial accounts and activities Note 3 - Acquisitions This note details the acquisition of Blue Hills Bancorp, Inc., including consideration paid and assets/liabilities acquired - On April 1, 2019, the Company completed the acquisition of Blue Hills Bancorp, Inc. (BHB) for total consideration of $661.3 million, consisting of 6,166,010 shares of common stock and $161.6 million in cash[37] Assets Acquired / Liabilities Assumed (Fair Value, in thousands) | Assets Acquired / Liabilities Assumed (Fair Value) | Amount (in thousands) | | :--- | :--- | | Total assets acquired | $2,767,398 | | - Loans | $2,073,714 | | - Goodwill | $248,457 | | Total liabilities assumed | $2,106,110 | | - Deposits | $1,930,436 | - The company incurred $26.0 million in merger and acquisition expenses during the first nine months of 2019 related to the BHB acquisition[38] Note 4 - Securities This note provides details on the company's securities portfolio, including available-for-sale and held-to-maturity categories Securities Portfolio (Amortized Cost, in thousands) | Securities Portfolio (Amortized Cost) | Sep 30, 2019 (in thousands) | Dec 31, 2018 (in thousands) | | :--- | :--- | :--- | | Available for sale | $383,610 | $450,548 | | Held to maturity | $777,270 | $611,490 | | Total | $1,160,880 | $1,062,038 | - At September 30, 2019, the securities portfolio had total gross unrealized gains of $24.4 million and gross unrealized losses of $1.1 million[51][56] - The company did not consider any investments to be other-than-temporarily impaired (OTTI)[51][56] Note 5 - Loans, Allowance for Loan Losses, and Credit Quality This note details the loan portfolio composition, allowance for loan losses, and credit quality metrics Loan Portfolio (in thousands) | Loan Portfolio | Sep 30, 2019 (in thousands) | Dec 31, 2018 (in thousands) | | :--- | :--- | :--- | | Commercial and industrial | $1,411,516 | $1,093,629 | | Commercial real estate | $4,000,487 | $3,251,248 | | Residential real estate | $1,644,758 | $923,294 | | Home equity | $1,137,109 | $1,092,084 | | Total Loans | $8,913,501 | $6,906,194 | - The allowance for loan losses was $66.9 million at September 30, 2019, compared to $64.3 million at December 31, 2018[62] - The provision for loan losses for the nine months ended September 30, 2019, was $2.0 million[62] - Total nonaccrual loans were $43.4 million at September 30, 2019, a slight decrease from $45.4 million at year-end 2018[80][86] - Total Troubled Debt Restructurings (TDRs) decreased to $46.4 million from $53.2 million over the same period[80][86] Note 6 - Borrowings This note outlines the company's borrowing activities, including subordinated notes and new credit facilities - In March 2019, the Company issued $50.0 million of fixed-to-floating rate subordinated notes due 2029 with an initial fixed rate of 4.75%[97] - In March 2019, the Company entered into a new credit facility for $125.0 million, including a $50.0 million revolving facility and a $75.0 million term loan, to fund needs related to the BHB acquisition[98][99] - The revolving loan was fully repaid during Q2 2019[98][99] Note 9 - Derivative and Hedging Activities This note describes the company's use of derivative instruments to manage interest rate risk and customer-related derivatives - The company uses derivative instruments, primarily interest rate swaps and collars, to manage interest rate risk[105][108] - As of September 30, 2019, the total notional amount of derivatives designated as cash flow hedges was $825.0 million[105][108] - The company also enters into customer-related derivatives, including loan-level swaps and foreign exchange contracts, which are not designated as hedges[112][114] - The notional amount of these customer-related loan level swaps was approximately $1.61 billion as of September 30, 2019[112][114] Note 14 - Leases This note details the impact of adopting the new lease accounting standard on the company's financial statements - The company adopted the new lease accounting standard (ASC 842) on January 1, 2019[182][184][188] - As of September 30, 2019, the company recognized a right-of-use (ROU) asset of $51.8 million and an operating lease liability of $53.4 million[182][184][188] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and results of operations for the third quarter of 2019, highlighting significant growth driven by the acquisitions of MNB Bancorp and Blue Hills Bancorp. The analysis covers key performance metrics, balance sheet changes, asset quality, capital resources, and a detailed breakdown of net interest income and noninterest income/expense. The section also provides management's outlook for the fourth quarter of 2019 and discusses the primary risks facing the company, including credit, market, and liquidity risks Executive Level Overview This overview highlights key financial performance metrics for the quarter, including net income and net interest margin - Q3 2019 net income was $51.8 million ($1.51 per diluted share), a 57.0% increase from Q3 2018, largely driven by the acquisitions of MNB Bancorp (Q4 2018) and Blue Hills Bancorp (Q2 2019)[207][219] - The net interest margin for Q3 2019 was 4.03%, a decrease of six basis points from Q2 2019, primarily due to lower asset yields following the July and September Federal Reserve rate cuts[212] - Management's outlook for Q4 2019 anticipates relatively flat net loan growth, modest deposit growth, and a net interest margin in the low 3.90% range, assuming no further rate changes[220][221] Financial Position This section details changes in the company's balance sheet, including loan and deposit growth, asset quality, and capital ratios - Total loans increased by $2.0 billion in the first nine months of 2019, primarily due to $2.07 billion in loans acquired from the BHB acquisition, with organic growth being minimal[242][244] - Total deposits grew by $1.9 billion (25.6%) from year-end 2018, almost entirely due to the $1.93 billion in deposits assumed in the BHB acquisition, while organic deposits declined slightly by $31.5 million[291][294] - Nonperforming assets as a percentage of total assets were 0.42% at September 30, 2019, down from 0.51% at year-end 2018[262] - All regulatory capital ratios for both the Company and the Bank exceeded the 'well capitalized' thresholds as of September 30, 2019, with the Company's Total risk-based capital ratio at 14.88%[300][302] Results of Operations This section analyzes the drivers of net interest income, noninterest income, noninterest expense, and the effective tax rate - Net interest income (FTE) for Q3 2019 increased 37.2% YoY to $104.9 million, driven by higher volumes of interest-earning assets from acquisitions[315] - Noninterest income for Q3 2019 grew 36.8% YoY to $31.8 million, with significant increases in mortgage banking income (+224.7%) and loan level derivative income (+598.7%)[335] - Noninterest expense for Q3 2019 increased 21.8% YoY to $67.5 million, primarily due to higher salaries, benefits, and occupancy costs related to the expanded operations from acquisitions[339] - The effective tax rate for Q3 2019 was 24.73%, compared to 23.19% in Q3 2018, reflecting fewer tax credits from the New Market Tax Credit program and higher pre-tax income[342] Risk Management This section outlines the company's strategies for managing market risk, particularly interest rate risk, and liquidity risk - The company's most significant market risk is interest rate risk, with simulation models indicating the company is asset-sensitive; a +100 basis point parallel rate shock is projected to increase net interest income by 3.2% in the first year[350][354][356] - Liquidity risk is managed through a variety of sources, and as of September 30, 2019, the company had $3.53 billion in additional borrowing capacity and other sources of liquidity, including $1.69 billion from the FHLB[361][367][368] Quantitative and Qualitative Disclosures About Market Risk This section refers to the 'Risk Management' section within Item 2, Management's Discussion and Analysis, for the required disclosures about market risk - Information regarding market risk is included in the "Risk Management" section of Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations[373] Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of the end of the quarter. No material changes to internal controls over financial reporting occurred during the third quarter of 2019 - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of September 30, 2019[374] - There were no changes in internal controls over financial reporting during the third quarter of 2019 that have materially affected, or are reasonably likely to materially affect, these controls[375] PART II. OTHER INFORMATION This section covers other important information, including legal proceedings, risk factors, and equity security sales Legal Proceedings The company is involved in various pending lawsuits that arose in the ordinary course of business. Management does not expect the final disposition of these lawsuits to have a material adverse effect on the company's financial position or results of operations - The company is involved in pending lawsuits from the ordinary course of business, but management believes their final disposition will not have a material adverse effect on financial results[376] Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 - No material changes have occurred with regard to the Risk Factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018[377] Unregistered Sales of Equity Securities and Use of Proceeds During the third quarter of 2019, the company repurchased a small number of shares related to satisfying tax withholding obligations for equity compensation grants. As of September 30, 2019, no formal stock repurchase program was in place, but one was authorized in October 2019 - During Q3 2019, 43 shares were repurchased at an average price of $75.04 per share related to satisfying tax withholding obligations on equity compensation grants[378] - On October 17, 2019, subsequent to the quarter end, the Board of Directors authorized a new share repurchase program for up to 1.5 million shares[379] Exhibits This section lists the exhibits filed with the Form 10-Q, including Sarbanes-Oxley Act certifications (Sections 302 and 906) and interactive data files (XBRL) - The report includes certifications from the CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act[384]