INDEPENDENT BANK CORP
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| INDEPENDENT BANK CORP. | ||
|---|---|---|
| TABLE OF CONTENTS | ||
| Page # | ||
| Part I | ||
| Item 1. | Business | 5 |
| General | 5 | |
| Market Area and Competition | 5 | |
| Lending Activities | 6 | |
| Sources of Funds | 9 | |
| Regulation | 11 | |
| Human Capital | 15 | |
| Available Information | 17 | |
| Item 1A. | Risk Factors | 18 |
| Item 1B. | Unresolved Staff Comments | 28 |
| Item 1C. | Cybersecurity | 28 |
| Item 2. | Properties | 29 |
| Item 3. | Legal Proceedings | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Part II | ||
| Item 5. | Market for Independent Bank Corp.’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 29 |
| Item 6. | [RESERVED] | 31 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 |
| Table 1 - Selected Financial Data | 41 | |
| Table 2 - Securities Portfolio Composition | 42 | |
| Table 3 - Securities Portfolio, Weighted Average Yields | 43 | |
| Table 4 - Aggregate Book Value and Market Value of Select Securities | 43 | |
| Table 5 - Closed Residential Real Estate Loans | 44 | |
| Table 6 - Residential Mortgage Loan Sales | 44 | |
| Table 7 - Mortgage Servicing Asset | 45 | |
| Table 8 - Loan Portfolio Composition | 45 | |
| Table 9 - Scheduled Contractual Loan Amortization | 46 | |
| Table 10 - Nonperforming Assets | 48 | |
| Table 11 - Activity in Nonperforming Assets | 48 | |
| Table 12 - Summary Net Charge-Offs to Average Loans Outstanding | 50 | |
| Table 13 - Summary of Allocation of Allowance for Credit Losses | 51 | |
| Table 14 - Maturities of Uninsured Time Deposits | 53 | |
| Table 15 - Assets Under Administration | 53 | |
| Table 16 - Summary of Results of Operation | 54 | |
| Table 17 - Average Balance, Interest Earned/Paid & Average Yields | 55 | |
| Table 18 - Volume Rate Analysis | 57 | |
| Table 19 - Noninterest Income | 58 | |
| Table 20 - Noninterest Expense | 59 | |
| Table 21 - Tax Provision and Applicable Tax Rates | 60 | |
| Table 22 - Sources of Liquidity | 62 | |
| Table 23 - Interest Rate Sensitivity | 63 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 67 |
| Item 8. | Financial Statements and Supplementary Data | 68 |
| Report of Independent Registered Public Accounting Firm | 68 | |
| INDEPENDENT BANK CORP. | ||
|---|---|---|
| Consolidated Balance Sheets | 71 | |
| Consolidated Statements of Income | 72 | |
| Consolidated Statements of Comprehensive Income | 73 | |
| Consolidated Statements of Stockholders' Equity | 74 | |
| Consolidated Statements of Cash Flows | 75 | |
| Note 1 - Summary of Significant Accounting Policies | 77 | |
| Note 2 - Securities | 87 | |
| Note 3 - Loans, Allowance for Credit Losses and Credit Quality | 92 | |
| Note 4 - Bank Premises and Equipment | 102 | |
| Note 5 - Goodwill and Other Intangible Assets | 102 | |
| Note 6 - Deposits | 104 | |
| Note 7 - Borrowings | 104 | |
| Note 8 - Stock Based Compensation | 106 | |
| Note 9 - Derivatives and Hedging Activities | 109 | |
| Note 10 - Income Taxes | 116 | |
| Note 11 - Low Income Housing Project Investments | 119 | |
| Note 12 - Employee Benefit Plans | 119 | |
| Note 13 - Fair Value Measurements | 124 | |
| Note 14 - Revenue Recognition | 131 | |
| Note 15 - Other Comprehensive Income (Loss) | 134 | |
| Note 16 - Leases | 136 | |
| Note 17 - Commitments and Contingencies | 137 | |
| Note 18 - Regulatory Matters | 137 | |
| Note 19 - Parent Company Financial Statements | 139 | |
| Note 20 - Transactions with Related Parties | 142 | |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 142 |
| Item 9A. | Controls and Procedures | 142 |
| Item 9B. | Other Information | 145 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 145 |
| Part III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 145 |
| Item 11. | Executive Compensation | 145 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 145 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 146 |
| Item 14. | Principal Accounting Fees and Services | 146 |
| Part IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 146 |
| Signatures | 149 | |
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K (this "Report"), including Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by forward-looking terminology such as “should,” “could,” “will,” “may,” “expect,” “believe,” “forecast,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” “estimate,” “intend,” or similar statements or variations of such terms. Such forward-looking statements involve risks and uncertainties and our actual results may differ from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, the following:
adverse economic conditions in the regional and local economies within the New England region and the Company’s market area;
events impacting the financial services industry, including high profile bank failures, and any resulting decreased confidence in banks among depositors, investors, and other counterparties, as well as competition for deposits, significant disruption, volatility and depressed valuations of equity and other securities of banks in the capital markets;
the effects to the Company of an increasingly competitive labor market, including the possibility that the Company will have to devote significant resources to attract and retain qualified personnel;
the instability or volatility in financial markets and unfavorable domestic or global general economic, political or business conditions, whether caused by geopolitical concerns, including the Russia/Ukraine conflict, the conflict in Israel and surrounding areas and the possible expansion of such conflicts, changes in U.S. and international trade policies, or other factors, and the potential impact of such factors on the Company and its customers, including the potential for decreases in deposits and loan demand, unanticipated loan delinquencies, loss of collateral and decreased service revenues;
unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on the Company’s local economies or the Company's business caused by adverse weather conditions and natural disasters, changes in climate, public health crises or other external events and any actions taken by governmental authorities in response to any such events;
adverse changes or volatility in the local real estate market;
changes in interest rates and any resulting impact on interest earning assets and/or interest bearing liabilities, the level of voluntary prepayments on loans and the receipt of payments on mortgage-backed securities, decreased loan demand or increased difficulty in the ability of borrowers to repay variable rate loans;
acquisitions may not produce results at levels or within time frames originally anticipated and may result in unforeseen integration issues or impairment of goodwill and/or other intangibles;
the effect of laws, regulations, new requirements or expectations, or additional regulatory oversight in the highly regulated financial services industry, including as a result of intensified regulatory scrutiny in the aftermath of certain bank failures in 2023 and the resulting need to invest in technology to meet heightened regulatory expectations, increased costs of compliance or required adjustments to strategy;
changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
higher than expected tax expense, including as a result of failure to comply with general tax laws and changes in tax laws;
increased competition in the Company’s market areas, including competition that could impact deposit gathering, retention of deposits and the cost of deposits, increased competition due to the demand for innovative products and service offerings, and competition from non-depository institutions which may be subject to fewer regulatory constraints and lower cost structures;
a deterioration in the conditions of the securities markets;
a deterioration of the credit rating for U.S. long-term sovereign debt or uncertainties surrounding the federal budget;
inability to adapt to changes in information technology, including changes to industry accepted delivery models driven by a migration to the internet as a means of service delivery, including any inability to effectively implement new technology-driven products, such as artificial intelligence;
electronic or other fraudulent activity within the financial services industry, especially in the commercial banking sector;
adverse changes in consumer spending and savings habits;
the effect of laws and regulations regarding the financial services industry, including the need to invest in technology to meet heightened regulatory expectations or introduction of new requirements or expectations resulting in increased costs of compliance or required adjustments to strategy;
changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to the Company’s business and the associated costs of such changes;
the Company's potential judgments, claims, damages, penalties, fines and reputational damage resulting from pending or future litigation and regulatory and government actions;
changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;
operational risks related to cyber threats, attacks, intrusions, and fraud which could lead to interruptions or disruptions of the Company's operating systems, including systems that are customer facing, and adversely impact the Company's business;
any unexpected material adverse changes in the Company's operations or earnings; and
the other risks described in the section entitled “Risk Factors”in Part I. Item 1A and elsewhere in this Report.
Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures made by the Company following the date of this Report which modify or impact any of the forward-looking statements contained in this Report will be deemed to modify or supersede such statements in this Report.
PART I
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.