þ | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Page | ||||||||
1 | ||||||||
Financial Statements |
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2 | ||||||||
3 | ||||||||
4 - 13 | ||||||||
Supplemental Schedule* |
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14 - 15 | ||||||||
16 | ||||||||
Exhibit Index |
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EX-23.1 Consent of Ernst & Young LLP | ||||||||
EX-23.2 Consent of Caturano and Company, Inc. |
* | Other schedules, required by Section 2520.103.10 of the Department of Labor Rules and Regulations and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they were not applicable. |
/s/ Ernst & Young LLP |
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2010 | 2009 | |||||||
Assets: |
||||||||
Investments, at fair value: |
||||||||
Mutual funds |
$ | 36,649,529 | $ | 28,738,333 | ||||
Collective investment trusts |
12,190,600 | 10,990,533 | ||||||
Independent Bank Corp. common stock |
8,042,980 | 6,471,307 | ||||||
Personal access fund |
434,458 | 325,832 | ||||||
Total investments, at fair value: |
57,317,567 | 46,526,005 | ||||||
Notes receivable from participants |
2,073,287 | 1,898,463 | ||||||
Net assets available for benefits, at fair value |
59,390,854 | 48,424,468 | ||||||
Adjustment from fair value to contract value for
fully benefit-responsive investment
contracts |
(180,451 | ) | (30,551 | ) | ||||
Net assets available for benefits |
$ | 59,210,403 | $ | 48,393,917 | ||||
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Additions: |
||||
Investment income: |
||||
Net appreciation in fair value of investments |
$ | 5,977,341 | ||
Interest and dividends |
1,056,616 | |||
7,033,957 | ||||
Contributions: |
||||
Participant |
3,922,171 | |||
Employer |
3,214,045 | |||
7,136,216 | ||||
Other income |
79,162 | |||
Total additions |
14,249,335 | |||
Deductions: |
||||
Benefit payments |
4,812,030 | |||
Administrative expenses |
18,206 | |||
Total deductions |
4,830,236 | |||
Net increase prior to transfer of assets related to merger |
9,419,099 | |||
Transfer of assets from another qualified contribution plan |
1,397,387 | |||
Net increase |
10,816,486 | |||
Net assets available for benefits: |
||||
Beginning of year |
48,393,917 | |||
End of year |
$ | 59,210,403 | ||
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(1) | Description of the Plan | |
The following description of the Rockland Trust Company (the Company or Plan Sponsor or Plan Administrator) Employee Savings, Profit Sharing and Stock Ownership Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plans provisions. |
(a) | General | ||
The Plan is a defined contribution plan covering all eligible employees of the Company. Full-time and part-time employees are eligible to participate in the Plan, regardless of age. In order to be eligible to receive the Company matching contributions, qualified non-elective contributions, and supplemental non-elective contributions, employees must have completed one year of service, which is defined as 1,000 hours of service in the first twelve consecutive months of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | |||
(b) | Contributions | ||
Under the provisions of the Plan, subject to Internal Revenue Service (IRS) limitations, employees who participate in the Plan may contribute up to 99% of their compensation each payroll period on a pre-tax basis and up to an additional 10% of their compensation on an after-tax basis. However, the total contribution may not exceed 99% of compensation. Participants may also contribute amounts representing distributions from other qualified plans. | |||
For the year ended December 31, 2010, the IRS contribution limit was $16,500 with a $5,500 catch-up provision for participants age 50 or above. | |||
The Plan provides for automatic enrollment. All employees will be deemed to have made an election to defer 6% of their compensation commencing with the first payroll following thirty days of employment. All employees are given notice regarding this enrollment feature and may elect a different deferral election or make no deferral at that time. | |||
Participants direct their contributions into various investment options offered by the Plan. The Plan currently offers nineteen mutual funds, two collective investment trusts and a personal access fund, which is an investment option that enables participants to set up their own brokerage account through State Street Global Markets, with all related brokerage fees incurred by the participant. The Plan also offers the common stock of Independent Bank Corp., the parent company of the Company, as an investment option for the participants. | |||
Under the Plan, the Company will contribute the following: |
1) | Matching contributions equal to 25% of the amount of the salary (less any catch up contributions) the employee elected to defer, up to the first 6% of the employees eligible compensation. Company matching contributions to the Plan are made each pay period, therefore, a participant must be actively employed and making a pre-tax employee deferral during that pay period in order to share in the matching contribution. |
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2) | Qualified non-elective contributions for each participant, up to the Social Security qualified plan limits, equal to 5% of compensation. Company qualified non-elective contributions to the Plan are made each pay period, therefore, a participant must be actively employed during that pay period in order to share in the qualified non-elective contribution. | ||
3) | Supplemental non-elective contributions equal to 5% of the amount by which an employees eligible compensation exceeds the Social Security wage base (an amount published each year by the Social Security Administration, and indexed for inflation). For 2010 the Social Security wage base is $106,800. The supplemental non-elective contribution is also subject to certain other limits imposed by the Internal Revenue Code (IRC). Company supplemental non-elective contributions to the Plan are made each pay period, when applicable, therefore, a participant must be actively employed during that pay period in order to share in the supplemental non-elective contribution. | ||
4) | Discretionary contributions for employees that are actively employed on the last day of the Plan year, however, those participants whose employment terminated during the year because of retirement under the Companys retirement plan or because of disability, death or for any reason after the attainment of age 65 shall share in the discretionary contribution. The discretionary contribution is allocated to the individual accounts of qualifying participants in the ratio that each qualifying participants compensation for the Plan year bears to the total compensation of all qualifying participants. There were no discretionary contributions made in 2010 and 2009. |
(c) | Participant Accounts | ||
Each participants account is credited with the participants contribution and allocations of (i) the Companys contributions and (ii) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. | |||
(d) | Vesting | ||
Participants are immediately vested in their contributions and rollover contributions plus actual earnings thereon. The Companys contribution portion of their accounts plus actual earnings thereon, which are received after meeting certain eligibility requirements are also immediately vested. | |||
(e) | Loans to Participants | ||
Participants may borrow from their fund accounts a minimum loan amount of $500 up to a maximum of $50,000 (reduced by the excess, if any, of the highest outstanding loan balance in the previous 12 months over the current outstanding loan balance) or 50% of the participants vested account balance, whichever is less. No more than four loans per participant may be outstanding. The loans are secured by the vested balance in the participants account and bear interest at rates that range from 3.25% to 9.25%, as determined by the Plan Administrator, which are commensurate with local prevailing rates. Loans must be repaid within five years; however, loans for the purchase of a primary residence may be repaid over a longer period, as determined by the Plan Administrator. |
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(f) | Payment of Benefits | ||
Upon termination of service due to death, disability, or retirement, a participant may elect to receive an amount equal to the value of the participants interest in his or her account in a lump-sum distribution (rollover treatment, if eligible), or installment payments over a period of not more than the employees assumed life expectancy. However, if the employees vested benefits under the Plan do not exceed $5,000, the benefit will be distributed in a single lump-sum distribution (rollover treatment required by the Internal Revenue Service if timely notice is not received from the employee). | |||
At the discretion of the Plan Administrator, in the event of extreme financial hardship as defined in applicable U.S. treasury regulations, a participant may withdraw some or all of their vested balances subject to applicable penalties. | |||
Distribution of benefits attributable to investments other than those attributable to the Independent Bank Corp. Stock will be in the form of cash. Distribution of benefits attributable to the Independent Bank Corp. Stock will be in the form of cash, Independent Bank Corp. stock, or both, at the participants discretion. | |||
(g) | Dividend Reinvestment and Voting Rights | ||
Dividends paid on investments in Independent Bank Corp. stock within the Plan will be paid to the Plan and allocated to participant accounts and may be distributed in cash not later than 90 days after the close of the Plan year in which paid, or may be reinvested in Independent Bank Corp. stock. Dividends reinvested may participate in the dividend reinvestment plan which allows for a 5% discount of dividends reinvested in Independent Bank Corp. stock. | |||
Participants (or beneficiaries), as holders of Independent Bank Corp. stock, will direct DWS Scudder, the Plan Trustee, as to the manner in which the voting rights are to be exercised for all Independent Bank Corp. stock held as part of the Plan assets. | |||
(h) | Plan Termination | ||
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, no further contributions will be made to the Plan and all amounts credited to participants accounts will continue to be 100% vested. The distribution of the accounts will be done as soon as practicable in a manner permitted by the Plan. |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Accounting | ||
The accompanying financial statements of the Plan are prepared under the accrual basis of accounting. |
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(b) | Use of Estimates | ||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. | |||
(c) | Investment Valuation and Income Recognition | ||
The Plans investments are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). See Note 4 for further discussion and disclosures related to fair value measurements. | |||
DWS Stable Value Fund invests in fully benefit responsive contracts. This fund is recorded at fair value; however, since these contracts are fully benefit-responsive, an adjustment is reflected in the Statements of Net Assets Available for Benefits to present these investments at contract value. Contract value is the relevant measurement attributable to fully benefit responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value represents contributions, plus earnings, less participant withdrawals and administration expenses. | |||
Purchases and sales of securities are recorded on a tradedate basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation in fair value of investments includes the Plans realized gains or losses on investments sold, as well as investments held during the year. | |||
(d) | Notes Receivable From Participants | ||
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2010 or 2009. | |||
(e) | Benefits Paid | ||
Benefits are recorded upon distribution. | |||
(f) | Refundable Contributions | ||
At December 31, 2010 and 2009, $18,696 and $7,243, respectively, of contributions made in excess of amounts allowed by the Internal Revenue Service were refunded by the Plan to certain participants after the end of the Plan year. | |||
(g) | Administration Expenses | ||
The Company pays all expenses of the Plan at the option of the Company. In addition, loan issue and loan maintenance fees are paid by the specific participant and reflected in the Plans Statement of Changes in Net Assets Available for Benefits. |
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(h) | New Accounting Pronouncements | ||
In September 2010, the FASB issued ASU No. 2010-25, Plan Accounting Defined Contribution Pension Plans (Topic 962), which requires that participant loans be classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. This update is effective for fiscal years ending after December 15, 2010. The adoption of this update did not have a material impact to the Plans financial statements. | |||
In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (Topic 820), which generally represents clarifications of Topic 820, but also includes some instances where a particular principle or requirement for measuring fair value of disclosing information about fair value measurements has changed. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 31, 2011. The adoption of this update is not expected to have a material impact to the Plans financial statements. |
(3) | Investments | |
The following table presents investments in the accompanying Statements of Net Assets Available for Benefits for which the fair value exceeded 5% of the Plans net assets as of December 31, 2010 and 2009: |
Fair Value | ||||||||
Description of Investment | 2010 | 2009 | ||||||
Independent Bank Corp. common stock |
$ | 8,042,980 | $ | 6,471,307 | ||||
DWS Stable Value Fund (contract value $6,580,335 and
$6,387,822, respectively) |
6,760,786 | 6,418,373 | ||||||
DWS Stock Index Fund |
5,429,814 | 4,572,160 | ||||||
Janus Balanced Fund |
5,299,263 | 4,089,577 | ||||||
DWS Balanced Fund |
4,168,661 | 3,656,792 | ||||||
Neuberger Berman Genesis Trust |
3,646,982 | 3,109,278 | ||||||
DWS Large Cap Value Fund |
3,612,112 | 2,858,486 | ||||||
Janus Research Fund |
3,588,949 | 2,728,739 | ||||||
DWS Large Company Growth Fund |
3,571,397 | 2,645,952 | ||||||
Templeton Foreign Fund A |
3,231,516 | 2,664,312 | ||||||
Janus Twenty Fund |
2,906,528 | 2,482,898 |
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Investments at Fair Value as Determined by Quoted
Market Price: |
||||
Mutual funds |
$ | 3,329,734 | ||
Common stock |
1,897,648 | |||
Personal access fund |
39,686 | |||
Net appreciation |
$ | 5,267,068 | ||
Investments at Estimated Fair Value: |
||||
Collective investment trusts DWS Stock Index fund |
$ | 710,273 | ||
Net change in fair value |
$ | 5,977,341 | ||
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Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
Assets | Inputs | Inputs | ||||||||||||||
Description | Balance | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
As of December 31, 2010 |
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Mutual Funds |
||||||||||||||||
Balance Funds |
$ | 9,502,290 | $ | 9,502,290 | $ | | $ | | ||||||||
Growth Funds |
23,019,211 | 23,019,211 | | | ||||||||||||
Fixed Income Funds |
4,249,680 | 4,249,680 | | | ||||||||||||
Other Funds |
153,148 | 153,148 | | | ||||||||||||
Collective Investment Trusts |
12,190,600 | | 12,190,600 | | ||||||||||||
Common Stocks |
8,121,417 | 8,121,417 | | | ||||||||||||
Cash and cash equivalents |
81,221 | 81,221 | | | ||||||||||||
$ | 57,317,567 | $ | 45,126,967 | $ | 12,190,600 | $ | | |||||||||
Description | ||||||||||||||||
As of December 31, 2009 |
||||||||||||||||
Mutual Funds |
||||||||||||||||
Balance Funds |
$ | 7,776,626 | $ | 7,776,626 | $ | | $ | | ||||||||
Growth Funds |
17,735,739 | 17,735,739 | | | ||||||||||||
Fixed Income Funds |
3,321,594 | 3,321,594 | | | ||||||||||||
Other Funds |
101,333 | 101,333 | | | ||||||||||||
Collective Investment Trusts |
10,990,533 | | 10,990,533 | | ||||||||||||
Common Stocks |
6,544,488 | 6,544,488 | | | ||||||||||||
Cash and cash equivalents |
55,692 | 55,692 | | | ||||||||||||
$ | 46,526,005 | $ | 35,535,472 | $ | 10,990,533 | $ | | |||||||||
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2010 | 2009 | |||||||
Net assets available for benefits per the audited financial statements |
$ | 59,210,403 | $ | 48,393,917 | ||||
Less: Deemed Distributed Loans (1) |
25,614 | 50,070 | ||||||
Total assets per the Form 5500, Schedule H, Part 1 (line 1(f)) |
$ | 59,184,789 | $ | 48,343,847 | ||||
2010 | ||||
Benefits paid to participants per the audited financial statements |
$ | 4,812,030 | ||
Less: Payments of Deemed Distributed Loans including interest (1) |
(32,261 | ) | ||
Add: Deemed Distributed Loans from 2010 (1) |
7,805 | |||
Benefits paid to participants per the Form 5500 |
$ | 4,787,574 | ||
(1) | In the financial statements of the Plan, delinquent loans are treated as on-going loans. However, for Form 5500 reporting purposes delinquent loans are removed from plan assets and reported as a benefit paid to a participant. |
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Description of Investment | ||||||||
Including Maturity Date, | ||||||||
Rate of Interest, Collateral, | ||||||||
Identity of Issue, Borrower, or Similar Party | Par or Maturity Value | Current Value | ||||||
Janus Balanced Fund |
Mutual Fund | $ | 5,299,263 | |||||
* DWS Balanced Fund |
Mutual Fund | 4,168,661 | ||||||
Neuberger Berman Genesis Trust Fund |
Mutual Fund | 3,646,982 | ||||||
* DWS Large Cap Value Fund |
Mutual Fund | 3,612,112 | ||||||
Janus Research Fund |
Mutual Fund | 3,588,949 | ||||||
* DWS Large Company Growth Fund |
Mutual Fund | 3,571,397 | ||||||
Templeton Foreign Fund A |
Mutual Fund | 3,231,516 | ||||||
Janus Twenty Fund |
Mutual Fund | 2,906,528 | ||||||
Federated Total Return Bond |
Mutual Fund | 2,828,531 | ||||||
* DWS Dreman Mid Cap Value Fund |
Mutual Fund | 691,143 | ||||||
Neuberger Berman International Trust Fund |
Mutual Fund | 593,186 | ||||||
* DWS Emerging Markets Equity Fund |
Mutual Fund | 488,346 | ||||||
* DWS Short Duration Plus Fund |
Mutual Fund | 388,313 | ||||||
T. Rowe Price International Bond |
Mutual Fund | 371,649 | ||||||
Credit Suisse Commodity Return Strategy
Fund |
Mutual Fund | 342,585 | ||||||
* DWS Inflation Protected Plus Fund |
Mutual Fund | 280,400 | ||||||
MFS High Yield Opportunities Fund |
Mutual Fund | 252,987 | ||||||
* DWS RREEF Global Real Estate Securities
Fund |
Mutual Fund | 233,834 | ||||||
Hartford Floating Rate |
Mutual Fund | 153,147 | ||||||
36,649,529 | ||||||||
* DWS Stable Value Fund |
Collective Investment Trusts | 6,580,335 | ||||||
* DWS Stock Index Fund |
Collective Investment Trusts | 5,429,814 | ||||||
12,010,149 | ||||||||
* Independent Bank Corp. |
Common Stock | 8,042,980 |
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Description of Investment | ||||||||
Including Maturity Date, | ||||||||
Identity of Issue, Borrower, or Similar Party | Rate of Interest, | Current Value | ||||||
Personal Access Fund |
||||||||
SSGA Money Market Fund |
Cash and Cash Equivalents | 81,221 | ||||||
Microsoft Corp |
Common Stock | 29,179 | ||||||
General Electric Co. |
Common Stock | 19,562 | ||||||
* Independent Bank Corp. |
Common Stock | 14,562 | ||||||
Pfizer Inc. |
Common Stock | 11,136 | ||||||
Diamond Offshore Drilling |
Common Stock | 3,998 | ||||||
Fidelity Contrafund |
Mutual Funds | 41,092 | ||||||
FMI Large Cap Fund |
Mutual Funds | 31,606 | ||||||
Third Avenue Value |
Mutual Funds | 28,418 | ||||||
Harbor Bond |
Mutual Funds | 22,353 | ||||||
American Century Government Bond |
Mutual Funds | 21,799 | ||||||
Federated Income Trust Institutional |
Mutual Funds | 21,776 | ||||||
American Century Ginnie Mae |
Mutual Funds | 21,763 | ||||||
Harbor High Yield Bond |
Mutual Funds | 20,986 | ||||||
Baron Small Cap |
Mutual Funds | 20,780 | ||||||
Pimco Foreign Bond Fund |
Mutual Funds | 19,123 | ||||||
Columbia Acorn USA Class Z |
Mutual Funds | 7,258 | ||||||
Lord Abbett Mid Cap Value Class A |
Mutual Funds | 6,262 | ||||||
Dodge & Cox Balance |
Mutual Funds | 5,948 | ||||||
American AMCAP Class A |
Mutual Funds | 5,636 | ||||||
434,458 | ||||||||
* Loans to participants |
Interest rates 3.25% to 9.25% | 2,073,287 | ||||||
Total investments held at December 31, 2010 |
$ | 59,210,403 | ||||||
* | Represents a party-in-interest. |
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Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan (Name of Plan) |
||||
Date: June 24, 2011 | /s/ Denis K. Sheahan | |||
Denis K. Sheahan | ||||
Chief Financial Officer Independent Bank Corp. | ||||
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