ISABELLA BANK Corp
For the period ended Dec 31, 2023. Filed Mar 7, 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 Mar 7, 2024
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Table of Contents
ISABELLA BANK CORPORATION
ANNUAL REPORT ON FORM 10-K
| PART I | 4 | |
|---|---|---|
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 6 |
| Item 1B. | Unresolved Staff Comments | 8 |
| Item 1C. | Cybersecurity | 8 |
| Item 2. | Properties | 10 |
| Item 3. | Legal Proceedings | 10 |
| Item 4. | Mine Safety Disclosures | 10 |
| PART II | 11 | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 11 |
| Item 6. | [Reserved] | 12 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
| Item 8. | Financial Statements and Supplementary Data | 34 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 87 |
| Item 9A. | Controls and Procedures | 87 |
| Item 9B. | Other Information | 88 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 88 |
| PART III | 89 | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 89 |
| Item 11. | Executive Compensation | 89 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 89 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 90 |
| Item 14. | Principal Accountant Fees and Services | 90 |
| PART IV | 91 | |
| Item 15. | Exhibit and Financial Statement Schedules | 91 |
| SIGNATURES | 93 |
Forward Looking Statements
This report contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended and Rule 3b-6 promulgated thereunder. We intend such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995, and are included in this statement for purposes of these safe harbor provisions. Forward looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: interest rates, general economic conditions, federal or state tax laws, monetary and fiscal policy, a health crisis, the quality or composition of our loan or investment portfolio, demand for loan products, fluctuation in the value of collateral securing our loan portfolio, deposit flows, competition, cybersecurity risk, demand for financial services in our market area, and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our consolidated financial results, is included in our filings with the SEC.
Glossary of Acronyms and Abbreviations
The acronyms and abbreviations identified below may be used throughout this Annual Report on Form 10-K or in our other SEC filings. You may find it helpful to refer back to this page while reading this report.
| ACL: Allowance for credit losses | FRB: Federal Reserve Bank |
|---|---|
| AFS: Available-for-sale | FHLB: Federal Home Loan Bank |
| ALCO: Asset-Liability Committee | Freddie Mac: Federal Home Loan Mortgage Corporation |
| ALLL: Allowance for loan and lease losses | FTE: Fully taxable equivalent |
| AOCI: Accumulated other comprehensive income | GAAP: U.S. generally accepted accounting principles |
| ASC: FASB Accounting Standards Codification | IRR: Interest rate risk |
| ASU: FASB Accounting Standards Update | IT: Information Technology |
| ATM: Automated teller machine | N/A: Not applicable |
| BHC Act: Bank Holding Company Act of 1956 | N/M: Not meaningful |
| Board: Board of Directors of Isabella Bank Corporation | NAV: Net asset value |
| CECL: Current expected credit losses | NSF: Non-sufficient funds |
| CFPB: Consumer Financial Protection Bureau | OCI: Other comprehensive income (loss) |
| CIK: Central Index Key | OMSR: Originated mortgage servicing rights |
| COVID-19: Coronavirus disease 2019 | OREO: Other real estate owned |
| DIF: Deposit Insurance Fund | PCAOB: Public Company Accounting Oversight Board |
| DIFS: Department of Insurance and Financial Services | Rabbi Trust: A trust established to fund our Directors Plan |
| Directors Plan: Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors | RSP: Isabella Bank Corporation Restricted Stock Plan |
| Dividend Reinvestment Plan: Isabella Bank Corporation Stockholder Dividend Reinvestment Plan and Employee Stock Purchase Plan | SOFR: Secured Overnight Financing Rate |
| Exchange Act: Securities Exchange Act of 1934 | SEC: U.S. Securities and Exchange Commission |
| FASB: Financial Accounting Standards Board | SOX: Sarbanes-Oxley Act of 2002 |
| FDIC: Federal Deposit Insurance Corporation | XBRL: eXtensible Business Reporting Language |
| FFIEC: Federal Financial Institutions Examinations Council | Yield Curve: U.S. Treasury Yield Curve |
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.