☒
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
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☐
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ________
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Commission file number
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(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(I.R.S. employer identification no.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(
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(Title of class)
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(Trading Symbol(s)
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(Name of Exchange)
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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• |
economic, market, operational, liquidity, credit, and interest rate risks associated with our business including the impact of the ongoing COVID-19 pandemic on each of these items;
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• |
economic conditions generally and in the financial services industry, particularly economic conditions within Michigan and the regional and local real estate markets in which our
bank operates including the economic impact of the ongoing COVID-19 pandemic in each of these areas;
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• |
the failure of assumptions underlying the establishment of, and provisions made to, our allowance for loan losses;
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• |
increased competition in the financial services industry, either nationally or regionally;
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• |
our ability to achieve loan and deposit growth;
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• |
volatility and direction of market interest rates;
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• |
the continued services of our management team; and
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• |
implementation of new legislation, which may have significant effects on us and the financial services industry.
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ITEM 1. |
BUSINESS
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ITEM 1. |
BUSINESS (continued)
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2020
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2019
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2018
|
||||||||||
Interest and fees on loans
|
55.8
|
%
|
68.1
|
%
|
66.6
|
%
|
||||||
Other interest income
|
7.6
|
7.7
|
7.9
|
|||||||||
Non-interest income
|
36.6
|
24.2
|
25.5
|
|||||||||
100.0
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%
|
100.0
|
%
|
100.0
|
%
|
ITEM 1. |
BUSINESS (continued)
|
ITEM 1. |
BUSINESS (continued)
|
ITEM 1. |
BUSINESS (continued)
|
|
Total
Risk-Based
Capital Ratio
|
Tier 1
Risk-Based
Capital Ratio
|
Common
Equity Tier 1
Risk-Based
Capital Ratio
|
Leverage
Ratio
|
||||
Well capitalized
|
10% or above
|
8% or above
|
6.5% or above
|
5% or above
|
||||
Adequately capitalized
|
8% or above
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6% or above
|
4.5% or above
|
4% or above
|
||||
Undercapitalized
|
Less than 8%
|
Less than 6%
|
Less than 4.5%
|
Less than 4%
|
||||
Significantly undercapitalized
|
Less than 6%
|
Less than 4%
|
Less than 3%
|
Less than 3%
|
||||
Critically undercapitalized
|
Tangible equity to total assets of 2% or less
|
ITEM 1. |
BUSINESS (continued)
|
ITEM 1. |
BUSINESS (continued)
|
ITEM 1. |
BUSINESS (continued)
|
ITEM 1. |
BUSINESS (continued)
|
ITEM 1. |
BUSINESS -- STATISTICAL DISCLOSURE
|
I.
|
(A)
|
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
|
(B)
|
INTEREST RATES AND INTEREST DIFFERENTIAL
|
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(C)
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INTEREST RATES AND DIFFERENTIAL
|
II. |
INVESTMENT PORTFOLIO
|
2020
|
2019
|
2018
|
||||||||||
(in thousands)
|
||||||||||||
Equity securities at fair value
|
$
|
-
|
$
|
-
|
$
|
393
|
||||||
Available for sale
|
||||||||||||
U.S. agency residential mortgage-backed
|
$
|
344,582
|
$
|
227,762
|
$
|
123,751
|
||||||
Obligations of states and political subdivisions
|
324,293
|
96,102
|
127,555
|
|||||||||
Other asset backed
|
254,181
|
93,886
|
83,319
|
|||||||||
Corporate
|
86,017
|
33,195
|
34,309
|
|||||||||
Private label mortgage-backed
|
42,829
|
39,693
|
29,419
|
|||||||||
U.S. agency
|
10,748
|
14,661
|
20,014
|
|||||||||
U.S. agency commercial mortgage-backed
|
7,195
|
10,756
|
5,726
|
|||||||||
Trust preferred
|
1,798
|
1,843
|
1,819
|
|||||||||
Foreign government
|
516
|
502
|
2,014
|
|||||||||
Total
|
$
|
1,072,159
|
$
|
518,400
|
$
|
427,926
|
ITEM 1. |
BUSINESS -- STATISTICAL DISCLOSURE (Continued)
|
Maturing
Within
One Year
|
Maturing
After One
But Within
Five Years
|
Maturing
After Five
But Within
Ten Years
|
Maturing
After
Ten Years
|
|||||||||||||||||||||||||||||
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
|||||||||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||||||||||
Available for sale
|
||||||||||||||||||||||||||||||||
U.S. agency residential mortgage-backed
|
$
|
207
|
1.33
|
%
|
$
|
106,560
|
1.43
|
%
|
$
|
19,658
|
1.99
|
%
|
$
|
218,157
|
2.30
|
%
|
||||||||||||||||
Obligations of states and political subdivisions
|
10,406
|
1.99
|
40,872
|
2.64
|
34,714
|
3.16
|
238,301
|
2.82
|
||||||||||||||||||||||||
Other asset backed
|
117,474
|
2.80
|
93,313
|
1.56
|
38,621
|
1.23
|
4,773
|
1.65
|
||||||||||||||||||||||||
Corporate
|
10,439
|
1.98
|
34,505
|
3.13
|
41,073
|
3.56
|
-
|
|||||||||||||||||||||||||
Private label mortage-backed
|
149
|
1.77
|
29,642
|
2.81
|
11,993
|
3.13
|
1,045
|
4.51
|
||||||||||||||||||||||||
U.S. agency
|
567
|
1.96
|
6,832
|
1.67
|
3,349
|
2.80
|
-
|
|||||||||||||||||||||||||
U.S. agency commercial mortgage-backed
|
1,301
|
2.31
|
1,072
|
2.52
|
-
|
4,822
|
3.27
|
|||||||||||||||||||||||||
Trust preferred
|
-
|
-
|
924
|
3.25
|
874
|
3.20
|
||||||||||||||||||||||||||
Foreign government
|
-
|
516
|
2.03
|
-
|
-
|
|||||||||||||||||||||||||||
Total
|
$
|
140,543
|
2.67
|
%
|
$
|
313,312
|
1.95
|
%
|
$
|
150,332
|
2.61
|
%
|
$
|
467,972
|
2.57
|
%
|
||||||||||||||||
|
||||||||||||||||||||||||||||||||
Tax equivalent adjustment for calculation of yield
|
$
|
42
|
$
|
161
|
$
|
136
|
$
|
1,200
|
Available for sale
|
Tax-Exempt
Rate
|
Adjustment
|
Rate on Tax
Equivalent
Basis (1)
|
|||||||||
Under 1 year
|
1.57
|
%
|
0.42
|
%
|
1.99
|
%
|
||||||
1-5 years
|
2.28
|
0.61
|
2.89
|
|||||||||
5-10 years
|
2.54
|
0.67
|
3.21
|
|||||||||
After 10 years
|
2.25
|
0.60
|
2.85
|
(1) |
The rates in this table are different from the rates in the table above due to obligations of states and political subdivisions in the table above include both taxable and tax
exempt securities.
|
ITEM 1. |
BUSINESS -- STATISTICAL DISCLOSURE (Continued)
|
III. |
LOAN PORTFOLIO
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Loans held for sale(a)
|
$
|
92,434
|
$
|
69,800
|
$
|
86,224
|
$
|
39,436
|
$
|
67,380
|
||||||||||
Mortgage
|
1,015,926
|
1,098,911
|
1,042,890
|
849,530
|
538,615
|
|||||||||||||||
Commercial
|
1,242,415
|
1,166,695
|
1,144,481
|
853,260
|
804,017
|
|||||||||||||||
Installment
|
475,337
|
459,417
|
395,149
|
316,027
|
265,616
|
|||||||||||||||
Total Loans
|
$
|
2,826,112
|
$
|
2,794,823
|
$
|
2,668,744
|
$
|
2,058,253
|
$
|
1,675,628
|
(a) |
2016 includes $30.6 million of payment plan receivables and $0.8 million commercial loans related to the then pending sale of Mepco and $35.9 million of 1-4 family residential
mortgages.
|
Due
Within
One Year
|
Due
After One
But Within
Five Years
|
Due
After
Five Years
|
Total
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Mortgage
|
$
|
-
|
$
|
72
|
$
|
150,163
|
$
|
150,235
|
||||||||
Commercial
|
93,679
|
449,956
|
698,780
|
1,242,415
|
||||||||||||
Total
|
$
|
93,679
|
$
|
450,028
|
$
|
848,943
|
$
|
1,392,650
|
Fixed
Rate
|
Variable
Rate
|
Total
|
||||||||||
(in thousands)
|
||||||||||||
Due after one but within five years
|
$
|
295,122
|
$
|
154,906
|
$
|
450,028
|
||||||
Due after five years
|
532,941
|
316,002
|
848,943
|
|||||||||
Total
|
$
|
828,063
|
$
|
470,908
|
$
|
1,298,971
|
ITEM 1. |
BUSINESS -- STATISTICAL DISCLOSURE (Continued)
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
(a) Loans accounted for on a non-accrual basis (1, 2)
|
$
|
8,312
|
$
|
10,178
|
$
|
9,029
|
$
|
8,184
|
$
|
13,364
|
||||||||||
(b) Aggregate amount of loans ninety days or more past due (excludes loans in (a) above)
|
-
|
-
|
5
|
-
|
-
|
|||||||||||||||
(c) Loans not included above which are "troubled debt restructurings" as defined by accounting
guidance
|
44,341
|
47,575
|
53,087
|
60,115
|
70,286
|
|||||||||||||||
Total
|
$
|
52,653
|
$
|
57,753
|
$
|
62,121
|
$
|
68,299
|
$
|
83,650
|
(1) |
The accrual of interest income is discontinued when a loan becomes 90 days past due and the borrower's capacity to repay the loan and collateral values appear insufficient.
Non-accrual loans may be restored to accrual status when interest and principal payments are current and the loan appears otherwise collectible.
|
(2) |
Interest in the amount of $3.25 million would have been earned in 2020 had loans in categories (a) and (c) remained at their original terms; however, only $2.74 million was
included in interest income for the year with respect to these loans.
|
ITEM 1. |
BUSINESS -- STATISTICAL DISCLOSURE (Continued)
|
IV. |
SUMMARY OF LOAN LOSS EXPERIENCE
|
2020
|
|
2019 |
2018 | |||||||||
(dollars in thousands)
|
||||||||||||
Total loans outstanding at the end of the year (net of unearned fees)
|
$
|
2,826,112
|
$
|
2,794,823
|
$
|
2,668,744
|
||||||
Average total loans outstanding for the year (net of unearned fees)
|
$
|
2,870,991
|
$
|
2,721,627
|
$
|
2,424,539
|
Allowance
for Loan
Losses
|
Unfunded
Commit-
ments
|
Allowance
for Loan
Losses
|
Unfunded
Commit-
ments
|
Allowance
for Loan
Losses
|
Unfunded
Commit-
ments
|
|||||||||||||||||||
Balance at beginning of year
|
$
|
26,148
|
$
|
1,542
|
$
|
24,888
|
$
|
1,296
|
$
|
22,587
|
$
|
1,125
|
||||||||||||
Loans charged-off
|
||||||||||||||||||||||||
Mortgage
|
816
|
1,221
|
1,946
|
|||||||||||||||||||||
Commercial
|
4,076
|
682
|
448
|
|||||||||||||||||||||
Installment
|
1,359
|
1,622
|
1,430
|
|||||||||||||||||||||
Total loans charged-off
|
6,251
|
3,525
|
3,824
|
|||||||||||||||||||||
Recoveries of loans previously charged-off
|
||||||||||||||||||||||||
Mortgage
|
513
|
933
|
734
|
|||||||||||||||||||||
Commercial
|
1,804
|
2,165
|
2,889
|
|||||||||||||||||||||
Installment
|
752
|
863
|
999
|
|||||||||||||||||||||
Total recoveries
|
3,069
|
3,961
|
4,622
|
|||||||||||||||||||||
Net loans charged-off (recovered)
|
3,182
|
(436
|
)
|
(798
|
)
|
|||||||||||||||||||
Additions included in operations
|
12,463
|
263
|
824
|
246
|
1,503
|
171
|
||||||||||||||||||
Balance at end of year
|
$
|
35,429
|
$
|
1,805
|
$
|
26,148
|
$
|
1,542
|
$
|
24,888
|
$
|
1,296
|
||||||||||||
Net loans charged-off (recovered) as a percent of average loans outstanding (includes loans held for
sale) for the year
|
0.11
|
% |
(0.02
|
)%
|
|
(0.03
|
)%
|
|||||||||||||||||
Allowance for loan losses as a percent of loans outstanding (includes loans held for sale) at the
end of the year
|
1.25
|
0.94
|
0.93
|
ITEM 1. |
BUSINESS -- STATISTICAL DISCLOSURE (Continued)
|
2017
|
2016
|
|||||||
(dollars in thousands)
|
||||||||
Total loans outstanding at the end of the year (net of unearned fees)
|
$
|
2,058,253
|
$
|
1,675,628
|
||||
Average total loans outstanding for the year (net of unearned fees)
|
$
|
1,848,860
|
$
|
1,599,899
|
Allowance
for Loan
Losses
|
Unfunded
Commit-
ments
|
Allowance
for Loan
Losses
|
Unfunded
Commit-
ments
|
|||||||||||||
Balance at beginning of year
|
$
|
20,234
|
$
|
650
|
$
|
22,570
|
$
|
652
|
||||||||
Loans charged-off
|
||||||||||||||||
Mortgage
|
1,122
|
2,599
|
||||||||||||||
Commercial
|
455
|
1,317
|
||||||||||||||
Installment
|
1,474
|
1,671
|
||||||||||||||
Total loans charged-off
|
3,051
|
5,587
|
||||||||||||||
Recoveries of loans previously charged-off
|
||||||||||||||||
Mortgage
|
1,741
|
1,047
|
||||||||||||||
Commercial
|
1,497
|
2,472
|
||||||||||||||
Installment
|
967
|
1,100
|
||||||||||||||
Total recoveries
|
4,205
|
4,619
|
||||||||||||||
Net loans charged-off (recovered)
|
(1,154
|
)
|
968
|
|||||||||||||
Reclassification to loans held for sale
|
-
|
59
|
||||||||||||||
Additions (deductions) included in operations
|
1,199
|
475
|
(1,309
|
)
|
(2
|
)
|
||||||||||
Balance at end of year
|
$
|
22,587
|
$
|
1,125
|
$
|
20,234
|
$
|
650
|
||||||||
Net loans charged-off as a percent of average loans outstanding (includes loans held for sale) for
the year
|
(0.06
|
)%
|
0.06
|
% |
||||||||||||
Allowance for loan losses as a percent of loans outstanding (includes loans held for sale) at the
end of the year
|
1.10
|
1.21
|
ITEM 1. |
BUSINESS -- STATISTICAL DISCLOSURE (Continued)
|
IV. |
SUMMARY OF LOAN LOSS EXPERIENCE (Continued)
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Allowance
for Loan
Losses
Amount
|
Percent
of Loans to
Total Loans
|
Allowance
for Loan
Losses
Amount
|
Percent
of Loans to
Total Loans
|
Allowance
for Loan
Losses
Amount
|
Percent
of Loans to
Total Loans
|
|||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||
Commercial
|
$
|
7,401
|
44.0
|
%
|
$
|
7,922
|
41.7
|
%
|
$
|
7,090
|
42.9
|
%
|
||||||||||||
Mortgage
|
6,998
|
39.2
|
8,216
|
41.8
|
7,978
|
42.3
|
||||||||||||||||||
Installment
|
1,112
|
16.8
|
1,283
|
16.5
|
895
|
14.8
|
||||||||||||||||||
Payment plan receivables
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Subjective allocation
|
19,918
|
-
|
8,727
|
-
|
8,925
|
-
|
||||||||||||||||||
Total
|
$
|
35,429
|
100.0
|
%
|
$
|
26,148
|
100.0
|
%
|
$
|
24,888
|
100.0
|
%
|
2017
|
2016
|
|||||||||||||||
Allowance
for Loan
Losses
Amount
|
Percent
of Loans to
Total Loans
|
Allowance
for Loan
Losses
Amount
|
Percent
of Loans to
Total Loans
|
|||||||||||||
(dollars in thousands)
|
||||||||||||||||
Commercial
|
$
|
5,595
|
41.5
|
%
|
$
|
4,880
|
48.0
|
%
|
||||||||
Mortgage
|
8,733
|
43.2
|
8,681
|
34.3
|
||||||||||||
Installment
|
864
|
15.3
|
1,011
|
15.9
|
||||||||||||
Payment plan receivables(a)
|
-
|
-
|
-
|
1.8
|
||||||||||||
Subjective allocation
|
7,395
|
-
|
5,662
|
-
|
||||||||||||
Total
|
$
|
22,587
|
100.0
|
%
|
$
|
20,234
|
100.0
|
%
|
(a)
|
Allowance for loan losses of $0.06 million related to payment plan receivables was reclassified to loans held for sale at December 31, 2016.
|
ITEM 1. |
BUSINESS -- STATISTICAL DISCLOSURE (Continued)
|
V. |
DEPOSITS
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Average
Balance
|
Rate
|
Average
Balance
|
Rate
|
Average
Balance
|
Rate
|
|||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||
Non-interest bearing deposits
|
$
|
1,054,230
|
$
|
867,314
|
$
|
846,718
|
||||||||||||||||||
Savings and interest-bearing checking
|
1,821,115
|
0.21
|
%
|
1,453,061
|
0.70
|
%
|
1,218,243
|
0.39
|
%
|
|||||||||||||||
Time deposits
|
516,306
|
1.70
|
655,718
|
2.01
|
632,330
|
1.55
|
||||||||||||||||||
Total
|
$
|
3,391,651
|
0.37
|
%
|
$
|
2,976,093
|
0.79
|
%
|
$
|
2,697,291
|
0.54
|
%
|
(in thousands)
|
||||
Three months or less
|
$
|
62,343
|
||
Over three through six months
|
28,928
|
|||
Over six months through one year
|
41,619
|
|||
Over one year
|
26,331
|
|||
Total
|
$
|
159,221
|
VI. |
RETURN ON EQUITY AND ASSETS
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||||||||||
Net income as a percent of
|
||||||||||||||||||||
Average shareholders' equity
|
15.68
|
%
|
13.63
|
%
|
12.38
|
%
|
7.82
|
%
|
9.21
|
%
|
||||||||||
Average assets
|
1.43
|
1.35
|
1.27
|
0.77
|
0.92
|
|||||||||||||||
Dividends declared per share as a percent of diluted net income per share
|
31.62
|
36.00
|
35.71
|
44.21
|
32.38
|
|||||||||||||||
Average shareholders' equity as a percent of average assets
|
9.10
|
9.90
|
10.27
|
9.88
|
9.98
|
VII. |
SHORT-TERM BORROWINGS
|
ITEM 1A. |
RISK FACTORS
|
∙ |
restrictions on activity and high levels of unemployment may cause increases in loan delinquencies, foreclosures and defaults;
|
∙ |
increases in allowance for loan losses may be necessary;
|
∙ |
declines in collateral values may occur;
|
∙ |
third party disruptions, including outages at network providers, on-line banking vendors and other suppliers;
|
∙ |
increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online and remote activity;
|
∙ |
operational failures due to changes in our normal business practices necessitated by the pandemic and related governmental actions; and/or
|
∙ |
key personnel or significant numbers of our employees being unable to work effectively, including because of illness or restrictions in connection with COVID-19.
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
ITEM 2. |
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
Name (Age)
|
Position
|
First elected
as an executive |
||
William B. Kessel (56)
|
President, Chief Executive Officer and Director
|
2004
|
||
Gavin A. Mohr (37)
|
Executive Vice President and Chief Financial Officer(1)
|
2020
|
||
Stefanie M. Kimball (61)
|
Executive Vice President and Chief Risk Officer
|
2007
|
||
Joel Rahn (54)
|
Executive Vice President and Chief Lending Officer(2)
|
2021
|
||
Larry R. Daniel (57)
|
Executive Vice President, Operations and Digital Banking (3)
|
2017 | ||
Patrick J. Ervin (55)
|
Executive Vice President, Mortgage Banking (4)
|
2017
|
||
James J. Twarozynski (55)
|
Senior Vice President, Controller | 2002 |
(1) |
Mr. Mohr joined Independent Bank in September 2020, as Executive Vice President and Chief Financial Officer. Prior to joining Independent Bank, Mr. Mohr served as the Chief Financial Officer of STAR Financial Bank, (“STAR”), a $2.1
billion bank, located in Fort Wayne, Indiana. Prior to joining STAR, Mr. Mohr served as Treasurer of Yadkin Bank and Trust (Statesville, North Carolina) from 2013 to 2014.
|
(2)
|
Mr. Rahn joined Independent Bank in April of 2018 as Senior Vice President Commercial Lending. He was promoted to Executive Vice President and Chief Lending Officer in January, 2021. He has 33 years of
commercial banking experience and has served in senior leadership positions for the past 16 years.
|
(3)
|
Mr. Daniel joined Independent Bank over 20 years ago as a commercial lender. Prior to being named Executive Vice President – Operations and Digital Banking in November 2017, he served as Senior Vice
President of Retail and Mortgage Lending at Independent Bank, a position he held since 2012.
|
(4) |
Mr. Ervin joined Independent Bank in August 2016, as Senior Vice President – Mortgage Banking. He was promoted to Executive Vice President – Mortgage Banking in November 2017. Prior to joining Independent Bank, Mr. Ervin served as
Executive Managing Director Mortgage Banking and Servicing at Talmer Bank and Trust, a position he held since 2009.
|
ITEM 5. |
MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
Total Number of
Shares Purchased(1)
|
Average Price
Paid Per Share
|
Total Number of
Shares Purchased
as Part of a
Publicly
Announced Plan(2)
|
Remaining
Number of
Shares Authorized
for Purchase
Under the Plan
|
||||||||||||
October 2020
|
1,885
|
$
|
14.19
|
-
|
441,071
|
|||||||||||
November 2020
|
32,459
|
$
|
15.02
|
30,027
|
411,044
|
|||||||||||
December 2020
|
1,588
|
$
|
18.80
|
-
|
-
|
|||||||||||
Total
|
35,932
|
$
|
15.15
|
30,027
|
-
|
(1) |
Includes shares withheld from the shares that would otherwise have been issued to certain officers in order to satisfy tax withholding obligations and the stock option exercise price resulting from the exercise of stock options.
|
(2) |
These shares were repurchased pursuant to a share repurchase plan announced on December 17, 2019, which authorized the repurchase of up to 1,120,000 shares of our outstanding common stock during 2020.
|
ITEM 6. |
SELECTED FINANCIAL DATA
|
ITEM 7. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A. |
CONTROLS AND PROCEDURES
|
1. |
Evaluation of Disclosure Controls and Procedures. With the participation of management, our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a – 15e and 15d – 15e) as of the year ended December 31, 2020 (the "Evaluation Date"), have concluded that, as of such date, our disclosure controls and procedures were effective.
|
2. |
Internal Control Over Financial Reporting. "Management's Annual Report on Internal Control Over Financial Reporting" and our independent registered public accounting firm's audit of internal control over financial reporting
as of December 31, 2020 included within the "Report of Independent Registered Public Accounting Firm," each as set forth in our annual report, to be delivered to shareholders in connection with the April 20, 2021 Annual Meeting of
Shareholders (filed as exhibit 13 to this report on Form 10-K) are incorporated herein by reference.
|
ITEM 9B. |
OTHER INFORMATION
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11. |
EXECUTIVE COMPENSATION
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
(a)
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
|
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
|
|||||||||
Equity compensation plans approved by security holders
|
121,189
|
$
|
4.81
|
435,526
|
||||||||
Equity compensation plan not approved by security holders
|
None
|
N/A
|
147,992
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (continued)
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a) |
1.
|
Financial Statements
|
2.
|
Exhibits (Numbered in accordance with Item 601 of Regulation S-K)
|
13 |
Annual report, relating to the April 20, 2021 Annual Meeting of Shareholders. This annual report will be delivered to our shareholders in compliance with Rule 14(a)-3 of the Securities Exchange Act of 1934, as amended.
|
21 |
List of Subsidiaries.
|
Consent of Independent Registered Public Accounting Firm (Crowe LLP).
|
|
24 |
Power of Attorney (included on page 37).
|
31.1 |
Certificate of the Chief Executive Officer of Independent Bank Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2 |
Certificate of the Chief Financial Officer of Independent Bank Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1 |
Certificate of the Chief Executive Officer of Independent Bank Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2 |
Certificate of the Chief Financial Officer of Independent Bank Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
101.SCH Inline XBRL Taxonomy Extension Schema Document
|
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104 Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)
|
3.1 |
Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to our quarterly report on Form 10-Q filed November 3, 2017).
|
3.2 |
Amended and Restated Bylaws (incorporated here by reference to Exhibit 3.2 to our annual report on Form 10-K filed March 7, 2017).
|
4.1 |
Description of Registrant’s Common Stock (incorporated here by reference to Exhibit 4 to our annual report on Form 10-K filed March 6, 2020).
|
4.2 |
Form of 5.95% Fixed-to-Floating Rate Subordinated Note due 2030 (included as Exhibit A to the Form of Subordinated Note Purchase Agreement filed as Exhibit 10.8 to this Annual Report on Form 10-K).
|
10.1* |
The form of Indemnity Agreement, as executed with all of the directors of the registrant (incorporated herein by reference to Exhibit 10.3 to the Form S-4 we filed on December 29, 2017).
|
10.2* |
The form of Management Continuity Agreement as executed with executive officers and certain senior managers (incorporated herein by reference to Exhibit 10.4 to the Form S-4 we filed on December 29, 2017).
|
Long-Term Incentive Plan, as amended through January 24, 2017 (incorporated herein by reference to Appendix A to our proxy statement filed on Schedule 14A on March 7, 2017).
|
Amended and Restated Deferred Compensation and Stock Purchase Plan for Nonemployee Directors, as amended through March 19, 2019 (incorporated herein by reference to Exhibit 10.1 to our quarterly report
on Form 10-Q filed May 3, 2019).
|
Form of Restricted Stock Unit Grant Agreement as executed with certain executive officers (incorporated herein by reference to Exhibit 10.2 to our quarterly report on Form 10-Q filed May 9, 2011).
|
Form of TSR Performance Share Award Agreement as executed with certain executive officers (incorporated herein by reference to Exhibit 10.12 to our annual report on Form 10-K filed March 7, 2014).
|
Summary of Independent Bank Corporation Management Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.10 to our annual report on Form 10-K filed March 6, 2015).
|
Form of Subordinated Note Purchase Agreement dated May 27, 2020, by and among Independent Bank Corporation and the Purchasers (incorporated here by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on May 27, 2020).
|
ITEM 16. |
FORM 10-K SUMMARY
|
s/Gavin A. Mohr
|
Gavin A. Mohr, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
William B. Kessel, President, Chief
Executive Officer, and Director
(Principal Executive Officer)
|
s/William B. Kessel
|
March 1, 2021
|
||
Gavin A. Mohr, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)
|
s/Gavin A. Mohr
|
March 5, 2021
|
||
James J. Twarozynski, Senior Vice
President and Controller
(Principal Accounting Officer)
|
s/James J. Twarozynski
|
March 5, 2021
|
||
Michael M. Magee, Jr.
Chairman and Director
|
s/Michael M. Magee Jr.
|
March 1, 2021
|
||
Dennis W. Archer, Jr., Director
|
s/Dennis W. Archer, Jr.
|
March 3, 2021
|
||
Terance L. Beia, Director
|
|
|
||
William J. Boer, Director
|
s/William J. Boer
|
March 1, 2021
|
||
Joan A. Budden, Director
|
s/Joan A. Budden
|
March 1, 2021
|
||
Michael J. Cok, Director
|
s/Michael J. Cok
|
March 2, 2021
|
||
Stephen L. Gulis, Jr., Director |
s/Stephen L. Gulis, Jr.
|
March 1, 2021
|
||
Christina L. Keller, Director
|
s/Christina L. Keller
|
March 1, 2021
|
||
William B. Kessel, Director
|
s/William B. Kessel
|
March 1, 2021
|
||
Ronia F. Kruse, Director
|
s/Ronia F. Kruse
|
March 1, 2021
|
||
Matthew J. Missad, Director
|
s/Matthew J. Missad
|
March 1, 2021
|