SEC Company Response from INDEPENDENT BANK (IBCP) — Jun 6, 2007
INDEPENDENT BANK CORP /MI/ (IBCP) (CIK 0000039311)
Date: June 6, 2007 · CIK: 0000039311 · Accession: 0000926044-07-000256
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-07818
Referenced dates: March 21, 2007, May 21, 2007
Letter
Filed Via Edgar June 6, 2007 United States Securities and Exchange Commission (“SEC”) Attn. John P. Nolan Accounting Branch Chief Washington, DC 20549
Re: Independent Bank Corporation ("IBC" or the "Company") Form 10-K for the Fiscal Year Ended December 31, 2006 (the "10-K") Filed March 12, 2007 File No. 000-07818
Dear Mr. Nolan,
The following is the response of IBC to your follow-up letter dated May 21, 2007 (the “Follow-Up Letter”) with respect to the 10-K referenced above. Set forth below is the text of the comment of the SEC set forth in the Follow-Up Letter, followed by the Company’s response.
Form 10-K for the Fiscal Year Ended December 31, 2006
Exhibit 13 – Annual Report
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page 46
1.
We note your supplemental response to comment two of our letter dated March 21, 2007. In your response you state that when contingent consideration was actually paid out, it was reflected as a decrease in accrued expenses and other liabilities in the Consolidated Statement of Cash Flows. As these payments represent an additional element of the cost of the acquired entity, please tell us your basis for classifying these payments within operating activities. Refer to paragraph 28 of SFAS 141 and paragraph 17 of SFAS 95.
RESPONSE
The classification of these subsequent payments of contingent consideration as part of operating activities in the 2006 Consolidated Statement of Cash Flows was erroneous and was an inadvertent oversight. The cash portion of these payments should have been classified within investing activities and the non-cash (common stock) component of these payments should have been disclosed as supplemental information at the base of the Consolidated Statement of Cash Flows. In future SEC filings containing the 2006 financial statements, we will revise operating and investing cash flows to reflect this reclassification and disclose the nature of the reclassification in our footnotes. We do not believe that the magnitude of these payments is material and the timing and specific nature of these payments were disclosed elsewhere in the 2006 financial statements (for example in the footnote for “Commitments and Contingent Liabilities”). As a result, it is our position that any restatement of previously issued financial reports or SEC filings is not necessary.
United States Securities and Exchange Commission Response to Letter Dated May 21, 2007 June 6, 2007
Please contact the undersigned at (616) 522-1765 or by e-mail at RShuster@ibcp.com if you have any questions or require any additional information.
Very truly yours,
/s/ Robert N. Shuster
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Independent Bank Corporation Correspondence to SEC June 6, 2007
Filed Via Edgar
June 6, 2007
United States Securities
and Exchange Commission (“SEC”)
Attn. John P. Nolan
Accounting Branch
Chief
Washington, DC 20549
Re:
Independent
Bank Corporation ("IBC" or the "Company")
Form 10-K for the Fiscal Year Ended December 31,
2006 (the "10-K")
Filed March 12, 2007
File No. 000-07818
Dear Mr. Nolan,
The following is the response of IBC
to your follow-up letter dated May 21, 2007 (the “Follow-Up Letter”) with
respect to the 10-K referenced above. Set forth below is the text of the comment of the
SEC set forth in the Follow-Up Letter, followed by the Company’s response.
Form 10-K for the Fiscal
Year Ended December 31, 2006
Exhibit 13 – Annual Report
Consolidated Financial
Statements
Consolidated Statements
of Cash Flows, page 46
1.
We note your supplemental response to comment two of our letter dated
March 21, 2007. In your response you state that when
contingent consideration was actually paid out, it was reflected as a decrease
in accrued expenses and other liabilities in the
Consolidated Statement of Cash Flows. As these payments
represent an additional element of the cost of the acquired entity, please
tell us your basis for classifying these payments within
operating activities. Refer to paragraph 28 of SFAS 141 and paragraph
17 of SFAS 95.
RESPONSE
The classification of these
subsequent payments of contingent consideration as part of operating activities in the
2006 Consolidated Statement of Cash Flows was erroneous and was an inadvertent oversight.
The cash portion of these payments should have been classified within investing activities
and the non-cash (common stock) component of these payments should have been disclosed as
supplemental information at the base of the Consolidated Statement of Cash Flows. In
future SEC filings containing the 2006 financial statements, we will revise operating and
investing cash flows to reflect this reclassification and disclose the nature of the
reclassification in our footnotes. We do not believe that the magnitude of these payments
is material and the timing and specific nature of these payments were disclosed elsewhere
in the 2006 financial statements (for example in the footnote for “Commitments and
Contingent Liabilities”). As a result, it is our position that any restatement of
previously issued financial reports or SEC filings is not necessary.
United States Securities
and Exchange Commission
Response to Letter Dated May 21, 2007
June 6, 2007
Please contact the undersigned at
(616) 522-1765 or by e-mail at RShuster@ibcp.com if you have any questions or require any
additional information.
Very truly yours,
/s/ Robert N. Shuster
Robert N. Shuster
Executive Vice President
and Chief Financial Officer