ISABELLA BANK Corp
For the period ended Mar 31, 2024. Filed May 2, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
|---|
For the quarterly period ended March 31, 2024
or
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
|---|
For the transition period from to
Commission File Number:0-18415
Isabella Bank Corp oration
(Exact name of registrant as specified in its charter)
| Michigan | 38-2830092 | ||
|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
| 401 N. Main St | Mt. Pleasant | MI | 48858 |
| (Address of principal executive offices) | (Zip code) |
(989)772-9471
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yes ☒ No
The number of common shares outstanding of the registrant’s Common Stock (no par value) was 7,474,799 as of April 30, 2024.
ISABELLA BANK CORPORATION
QUARTERLY REPORT ON FORM 10-Q
| PART I – FINANCIAL INFORMATION | 4 | |
|---|---|---|
| Item 1. | Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 40 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 55 |
| Item 4. | Controls and Procedures | 55 |
| PART II – OTHER INFORMATION | 56 | |
| Item 1. | Legal Proceedings | 56 |
| Item 1A. | Risk Factors | 56 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 56 |
| Item 3. | Defaults Upon Senior Securities | 56 |
| Item 4. | Mine Safety Disclosures | 56 |
| Item 5. | Other Information | 56 |
| Item 6. | Exhibits | 57 |
| SIGNATURES | 58 |
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 the 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, practices 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 Quarterly Report on Form 10-Q 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 | Freddie Mac: Federal Home Loan Mortgage Corporation |
|---|---|
| AFS: Available-for-sale | FTE: Fully taxable equivalent |
| ALCO: Asset-Liability Committee | GAAP: U.S. generally accepted accounting principles |
| AOCI: Accumulated other comprehensive income | IRR: Interest rate risk |
| ASC: FASB Accounting Standards Codification | N/A: Not applicable |
| ASU: FASB Accounting Standards Update | N/M: Not meaningful |
| ATM: Automated teller machine | NAV: Net asset value |
| CECL: Current expected credit losses | NSF: Non-sufficient funds |
| CIK: Central Index Key | OCI: Other comprehensive income (loss) |
| DIF: Deposit Insurance Fund | OMSR: Originated mortgage servicing rights |
| DIFS: Department of Insurance and Financial Services | OREO: Other real estate owned |
| Directors Plan: Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors | Rabbi Trust: A trust established to fund our Directors Plan |
| Dividend Reinvestment Plan: Isabella Bank Corporation Stockholder Dividend Reinvestment Plan and Employee Stock Purchase Plan | RSP: Isabella Bank Corporation Restricted Stock Plan |
| Exchange Act: Securities Exchange Act of 1934 | SOFR: Secured Overnight Financing Rate |
| FASB: Financial Accounting Standards Board | SEC: U.S. Securities and Exchange Commission |
| FDIC: Federal Deposit Insurance Corporation | SOX: Sarbanes-Oxley Act of 2002 |
| FFIEC: Federal Financial Institutions Examinations Council | XBRL: eXtensible Business Reporting Language |
| FRB: Federal Reserve Bank | Yield Curve: U.S. Treasury Yield Curve |
| FHLB: Federal Home Loan Bank | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.