The consolidated financial statements include the accounts ofRepublic Bancorp, Inc. (the "Parent Company") and its wholly-owned subsidiaries,Republic Bank & Trust Company andRepublic Insurance Services, Inc. As used in this filing, the terms "Republic," the "Company," "we," "our," and "us" refer toRepublic Bancorp, Inc. , and, where the context requires,Republic Bancorp, Inc. and its subsidiaries. The term the "Bank" refers to the Company's subsidiary bank:Republic Bank & Trust Company . The term the "Captive" refers to the Company's insurance subsidiary:Republic Insurance Services, Inc. All significant intercompany balances and transactions are eliminated in consolidation. Republic is a financial holding company headquartered inLouisville, Kentucky . The Bank is aKentucky -based, state-chartered non-member financial institution that provides both traditional and non-traditional banking products through five reportable segments using a multitude of delivery channels. While the Bank operates primarily in its market footprint, its non-brick-and-mortar delivery channels allow it to reach clients acrossthe United States . The Captive is aNevada -based, wholly-owned insurance subsidiary of the Company.
The Captive provides property and casualty insurance coverage to the Company and the Bank as well as a group of third-party insurance captives for which insurance may not be available or economically feasible.
RBCT is a
Management's Discussion and Analysis of Financial Condition and Results of Operations of Republic should be read in conjunction with Part II Item 8 "Financial Statements and Supplementary Data."
Forward-looking statements discuss matters that are not historical facts. As forward-looking statements discuss future events or conditions, the statements often include words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would," "potential," or similar expressions. Do not rely on forward-looking statements. Forward-looking statements detail management's expectations regarding the future and are not guarantees. Forward-looking statements are assumptions based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements, except as required by applicable law.
Broadly speaking, forward-looking statements include:
· projections of revenue, income, expenses, losses, earnings per share, capital
expenditures, dividends, capital structure, or other financial items;
· descriptions of plans or objectives for future operations, products, or
services;
· forecasts of future economic performance; and
· descriptions of assumptions underlying or relating to any of the foregoing.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the forward-looking statements. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to the following:
· changes in political and economic conditions;
· the magnitude and frequency of changes to the FFTR implemented by the
the FRB;
· long-term and short-term interest rate fluctuations as well as the overall
steepness of the
· competitive product and pricing pressures in each of the Company's five
reportable segments;
· equity and fixed income market fluctuations;
· client bankruptcies and loan defaults;
· inflation; · recession;
· natural disasters impacting Company operations;
· future acquisitions;
· integrations of acquired businesses;
· changes in technology; 43 Table of Contents
· changes in applicable laws and regulations or the interpretation and
enforcement thereof;
· changes in fiscal, monetary, regulatory and tax policies;
· changes in accounting standards;
· monetary fluctuations;
· changes to the Company's overall internal control environment;
· success in gaining regulatory approvals when required;
· the Company's ability to qualify for future R&D federal tax credits;
· information security breaches or cyber security attacks involving either the
Company or one of the Company's third-party service providers; and
· other risks and uncertainties reported from time to time in the Company's
filings with theSEC , including Part 1 Item 1A "Risk Factors." Accounting Standards Updates EffectiveJanuary 1, 2020 , the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which together with subsequently issued supporting ASU's, replaces the pre-January 1, 2020 "probable-incurred" method for calculating the Company's Allowance for Credit Losses ("ACL") with the current expected credit loss ("CECL") method. CECL is applicable to financial assets measured at amortized cost, including loan and lease receivables and held-to-maturity debt securities. CECL also applies to certain off-balance sheet credit exposures. In addition to CECL, ASU 2016-13 made changes to the accounting for AFS debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on AFS debt securities that the Company does not intend or will likely not be compelled to sell. When measuring an ACL, CECL primarily differs from the probable-incurred method by: a) incorporating a lower "expected" threshold for loss recognition versus a higher "probable" threshold; b) requiring life-of-loan considerations; and c) requiring reasonable and supportable forecasts. The Company's CECL method is a "static-pool" method that analyzes historical closed pools of loans over their expected lives to attain a loss rate, which is then adjusted for current conditions and reasonable and supportable forecasts prior to being applied to the current balance of the analyzed pools. Due to its reasonably strong correlation to the Company's historical net loan losses, the Company has chosen to use the Seasonally Adjusted National Civilian Unemployment Rate as its primary forecasting tool. In accord with the adoption of ASU 2016-13 and CECL, the Company expects to record by the end of the first quarter of 2020 between a$6.5 million to$8.0 million , or 15%-20%, increase in the ACL for its loans and leases, a$51,000 ACL for its investment debt securities, and an approximate$500,000 ACL for its off-balance sheet exposures. These adoption entries will also generally reduce the Company's retained earnings on a tax-effected basis, with no impact on earnings for the year endedDecember 31, 2020 . The expected increase in ACL for the Company's loans and leases primarily reflects additional ACL for longer duration loan portfolios, such as the Company's residential real estate and consumer loan portfolios. No additional segmentation of the Bank's loan portfolios was deemed necessary upon adoption. The Company awaits the finalization of a model validation on its CECL method prior to finalizing its CECL adoption entries. Finally, upon adoption, the Company modified its policies, procedures, and internal controls to ensure compliance with this ASU. Post CECL adoption, the Company believes the life-of-loan and forecasting considerations required by CECL may drive greater volatility in its Provision expense than has historically existed. Furthermore, the static-pool method employed by the Company is one of several CECL-compliant methods for calculating an ACL; therefore, the Company expects diversity in practice concerning CECL methods within its peer group.
For further disclosure regarding the impact to the Company's financial statements of ASUs, see Footnote 1 "Summary of Significant Accounting Policies" of Part II Item 8 "Financial Statements and Supplementary Data."
44 Table of Contents
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Republic's consolidated financial statements and accompanying footnotes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Management continually evaluates the Company's accounting policies and estimates that it uses to prepare the consolidated financial statements. In general, management's estimates and assumptions are based on historical experience, accounting and regulatory guidance, and information obtained from independent third-party professionals. Actual results may differ from those estimates made by management. Critical accounting policies are those that management believes are the most important to the portrayal of the Company's financial condition and operating results and require management to make estimates that are difficult, subjective and complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions and whether alternative methods of accounting may be utilized under GAAP. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with the Company's Audit Committee.
Republic believes its critical accounting policies and estimates relate to the following:
· Allowance and Provision ·Goodwill and Other Intangible Assets · Mortgage Servicing Rights · Income Tax Accounting ·Investment Securities Allowance and Provision - The Bank maintains an allowance for probable incurred credit losses inherent in the Bank's loan portfolio, which includes overdrawn deposit accounts. Management evaluates the adequacy of the Allowance monthly and presents and discusses the analysis with the Audit Committee and the Board of Directors quarterly. The Allowance consists of both specific and general components. The specific component relates to loans that are individually classified as impaired. The general component relates to pooled loans collectively evaluated on historical loss experience adjusted for qualitative factors.
Specific Component - Loans Individually Classified as Impaired
The Bank defines impaired loans as follows:
· All loans internally rated as "Substandard," "Doubtful" or "Loss";
· All loans on nonaccrual status;
· All TDRs;
· All loans internally rated in a PCI category with cash flows that have
deteriorated from management's initial acquisition day estimate; and
· Any other situation where the full collection of the total amount due for a
loan is improbable or otherwise meets the definition of impaired. Generally, loans are designated as "Classified" or "Special Mention" to ensure more frequent monitoring. These loans are reviewed to ensure proper accrual status and management strategy. If it is determined that there is serious doubt as to performance in accordance with original or modified contractual terms, then the loan is generally downgraded and may be charged down to its estimated value and placed on nonaccrual status. 45 Table of Contents
Under GAAP, the Bank uses the following methods to measure specific loan impairment, including:
· Cash Flow Method - The recorded investment in the loan is measured against the
present value of expected future cash flows discounted at the loan's effective
interest rate. The Bank employs this method for a significant portion of its
TDRs. Impairment amounts under this method are reflected in the Bank's
Allowance as specific reserves on the respective impaired loan. These specific
reserves are adjusted quarterly based upon reevaluation of the expected future
cash flows and changes in the recorded investment.
· Collateral Method - The recorded investment in the loan is measured against the
fair value of the collateral less estimated selling costs. The Bank employs the
fair value of collateral method for its impaired loans when repayment is based
solely on the sale or operations of the underlying collateral. Collateral fair
value is typically based on the most recent real estate valuation on file.
Measured impairment under this method is generally charged off unless the loan
is a smaller-balance, homogeneous loan. The Bank's estimated selling costs for
its collateral-dependent loans typically range from 10-13% of the fair value of
the underlying collateral, depending on the asset class. Selling costs are not
applicable for collateral-dependent loans whose repayment is based solely on
the operations of the underlying collateral. In addition to obtaining appraisals at the time of origination, the Bank typically updates appraisals and/or BPOs for loans with potential impairment. Updated valuations for commercial-related credits exhibiting an increased risk of loss are typically obtained within one year of the previous valuation. Collateral values for delinquent residential mortgage loans and home equity loans are generally updated prior to a loan becoming 90 days delinquent, but no more than 180 days past due. When measuring impairment, to the extent updated collateral values cannot be obtained due to the lack of recent comparable sales or for other reasons, the Bank discounts such stale valuations primarily based on age of valuation and market conditions of the underlying collateral.
General Component - Pooled Loans Collectively Evaluated
The general component of the Allowance covers loans collectively evaluated for impairment by loan class and is based on historical loss experience, with potential adjustments for current relevant qualitative factors. Historical loss experience is determined by loan performance and class and is based on the actual loss history experienced by the Bank. Large groups of smaller-balance, homogeneous loans are typically included in the general component but may be individually evaluated if classified as a TDR, on nonaccrual, or a case where the full collection of the total amount due for a such loan is improbable or otherwise meets the definition of impaired.
In determining the historical loss rates for each respective loan class, management evaluates the following historical loss rate scenarios:
· Current year to date historical loss factor average · Rolling four quarter average · Rolling eight quarter average · Rolling twelve quarter average · Rolling sixteen quarter average · Rolling twenty quarter average · Rolling twenty-four quarter average · Rolling twenty-eight quarter average · Rolling thirty-two quarter average · Rolling thirty-six quarter average · Rolling forty quarter average In order to take account of periods of economic growth and economic downturn, management generally uses the highest of the evaluated averages above for each loan class when determining its historical loss factors. 46 Table of Contents Loan classes are also evaluated utilizing subjective factors in addition to the historical loss calculations to determine a loss allocation for each class. Management assigns risk multiples to certain classes to account for qualitative factors such as: · Changes in nature, volume and seasoning of the portfolio;
· Changes in experience, ability and depth of lending management and other
relevant staff;
· Changes in the quality of the Bank's credit review system;
· Changes in lending policies and procedures, including changes in underwriting
standards and collection, charge-off, and recovery practices not considered
elsewhere in estimating credit losses;
· Changes in the volume and severity of past due, nonperforming and classified
loans;
· Changes in the value of underlying collateral for collateral-dependent loans;
· Changes in international, national, regional, and local economic and business
conditions and developments that affect the collectability of portfolios,
including the condition of various market segments;
· The existence and effect of any concentrations of credit, and changes in the
level of such concentrations; and
· The effect of other external factors, such as competition and legal and
regulatory requirements on the level of estimated credit losses in the Bank's
existing portfolio. As this analysis, or any similar analysis, is an imprecise measure of loss, the Allowance is subject to ongoing adjustments. Therefore, management will often consider other significant factors that may be necessary or prudent in order to reflect probable incurred losses in the total loan portfolio.
Management's Evaluation of the Allowance
Management evaluates the Allowance for its more traditional Core Banking operations differently than its non-traditional RPG operations. Core Banking operations consist of the Company's Traditional Banking, Warehouse, and Mortgage Banking segments. RPG operations consist of the Company's TRS and RCS segments. For Core Banking operations, management performs two calculations at year-end in order to confirm the reasonableness of its Allowance. In the first calculation, management compares the beginning Allowance to the net charge-offs for the most recent calendar year. The ratio of net charge-offs to the beginning-of-year Allowance indicates how adequately the beginning-of-year Allowance accommodated subsequent charge-offs. Higher ratios suggest the beginning-of-year Allowance may not have been large enough to absorb impending charge-offs, while inordinately low ratios might indicate the accumulation of excessive allowances. TheCore Bank's net charge-off ratio to the beginning-of-year Allowance was 15% atDecember 31, 2019 compared to 7% atDecember 31, 2018 . TheCore Bank's five-year annual average for this ratio was 9% as ofDecember 31, 2019 . Management believes theCore Bank's net charge-off ratio to beginning Allowance was within a reasonable range atDecember 31, 2019 and 2018. For the second calculation, management assesses theCore Bank's Allowance exhaustion rate. Exhaustion rates indicate the time (expressed in years) taken to use the beginning-of-year Allowance in the form of actual charge-offs. Management believes an exhaustion rate that indicates a reasonable Allowance is in a range of five to twelve years. TheCore Bank's Allowance exhaustion rates atDecember 31, 2019 and 2018 were 5.5 years and 8.4 years compared to the five-year annual average of 7.4 years as ofDecember 31, 2019 . Management believes theCore Bank's Allowance exhaustion rates were within a reasonable range atDecember 31, 2019 and 2018. Based on management's calculation, a Core Bank Allowance of$30 million , or 0.70% of total loans and leases, was an adequate estimate of probable incurred losses within the loan portfolio as ofDecember 31, 2019 compared to$32 million , or 0.78%, atDecember 31, 2018 . This estimate resulted in Core Banking Provision of$3.1 million during 2019 compared to$3.6 million in 2018. If the mix and amount of future charge-off percentages differ significantly from those assumptions used by management in making its determination, an adjustment to the Core Bank Allowance and the resulting effect on the income statement could be material. The RPG Allowance atDecember 31, 2019 and 2018 primarily related to loans originated and held for investment through the RCS segment. RCS generally originates small-dollar, consumer credit products. In some instances, the Bank originates these products, sells 90% of the balances within three days of loan origination, and retains a 10% interest. RCS loans typically earn a higher yield but also have higher credit risk compared to loans originated through Core Banking operations, with a significant portion of RCS clients considered subprime or near-prime borrowers. 47 Table of Contents RCS's short-term line-of-credit product represented 26% and 36% of the RCS held-for-investment loan portfolio atDecember 31, 2019 and 2018. For this product, management conducted an analysis of historical losses and delinquencies by month of loan origination when determining the Allowance throughSeptember 30, 2018 . Subsequent toSeptember 30, 2018 , management conducted an analysis of its line-of-credit product using a method similar to that employed for pooled loans collectively evaluated, as described above. This change in method of analysis did not a have a material impact on the Allowance calculated for RCS's line-of-credit product as ofDecember 31, 2019 or 2018. For RCS's other products, the Allowance is and has been traditionally estimated using a method similar to that employed for pooled loans collectively evaluated, as described above. RPG maintained an Allowance for loan products offered through its RCS segment atDecember 31, 2019 , including its line-of-credit product and its healthcare-receivables products. AtDecember 31, 2019 , the Allowance to total loans estimated for each RCS product ranged from as low as 0.25% for its healthcare-receivables portfolio to as high as 46.29% for its line-of-credit portfolio. A lower reserve percentage was provided for RCS's healthcare receivables atDecember 31, 2019 , as such receivables have recourse back to the Company's third-party service providers in the transactions. Based on management's calculation, an Allowance of$13.4 million , or 11%, of total RPG loans was an adequate estimate of probable incurred losses within the RPG portfolio as ofDecember 31, 2019 compared to an Allowance of$13.2 million , or 13%, atDecember 31, 2018 . RPG's TRS segment offered its EA tax-credit product during the first two months of 2017, 2018, and 2019. An Allowance for losses on EAs is estimated during the limited, short-term period the product is offered. EAs are generally repaid within three weeks of origination. Provisions for loan losses on EAs are estimated when advances are made, with all provisions made in the first quarter of each year. No Allowance for EAs existed as ofDecember 31, 2019 and 2018, as all EAs originated during the first two months of each year had either been paid off or charged-off byJune 30th of each year. Related to the overall credit losses on EAs, the Bank's ability to control losses is highly dependent upon its ability to predict the taxpayer's likelihood to receive the tax refund as claimed on the taxpayer's tax return. Each year, the Bank's EA approval model is based primarily on the prior-year's tax refund funding patterns. Because much of the loan volume occurs each year before that year's tax refund funding patterns can be analyzed and subsequent underwriting changes made, credit losses during a current year could be higher than management's predictions if tax refund funding patterns change materially between years. In response to changes in the legal, regulatory and competitive environment, management annually reviews and revises the EA's product parameters. Further changes in EA product parameters do not ensure positive results and could have an overall material negative impact on the performance of the EA and therefore on the Company's financial condition and results of operations.
See additional discussion regarding the EA product under the sections titled:
· Part I Item 1A "Risk Factors"
· Part II Item 8 "Financial Statements and Supplementary Data," Footnote 4 "Loans
and Allowance for Loan and Lease Losses"
RPG recorded a net charge of$22.7 million ,$27.8 million , and$23.9 million to the Provision during 2019, 2018, and 2017, with the Provision for each year primarily due to net losses on EAs and growth in short-term, consumer loans originated through the RCS segment. If the number of future charge-offs on EAs and RCS loans differ significantly from assumptions used by management in making its determination, an adjustment to the RPG Allowance and the resulting effect on the income statement could be material.Goodwill and Other Intangible Assets -Goodwill resulting from business acquisitions prior toJanuary 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired.Goodwill resulting from business acquisitions afterJanuary 1, 2009 represents the future economic benefits arising from other assets acquired that are individually identified and separately recognized.Goodwill and intangible assets acquired in a business acquisition and determined to have an indefinite useful life are not amortized but tested for impairment at least annually.
The Company has selected
48 Table of Contents All goodwill is attributable to the Company's Traditional Banking segment and is not expected to be deductible for tax purposes. Based on its assessment, the Company believes its goodwill of$16 million at bothDecember 31, 2019 and 2018 was not impaired and is properly recorded in the consolidated financial.
Other intangible assets consist of CDI assets arising from business acquisitions. CDI assets are initially measured at fair value and then amortized on an accelerated method over their estimated useful lives.
Related to the Company's
The Cornerstone related CDI is scheduled to amortize through 2022.
Mortgage Servicing Rights - Mortgage loans held for sale are generally sold with the MSRs retained. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value, with the income statement effect recorded as a component of net servicing income within Mortgage Banking income. Fair value is based on market prices for comparable mortgage servicing contracts, when available or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method, which requires servicing rights to be amortized into Mortgage Banking income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Amortization of MSRs are initially set at seven years and subsequently adjusted on a quarterly basis based on the weighted average remaining life of the underlying loans. MSRs are evaluated for impairment quarterly based upon the fair value of the MSRs as compared to carrying amount. Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics, such as interest rate, loan type, loan terms and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Bank later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the valuation allowance is recorded as an increase to income. Changes in valuation allowances are reported within Mortgage Banking income on the income statement. The fair value of the MSR portfolio is subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates. A primary factor influencing the fair value is the estimated life of the underlying loans serviced. The estimated life of the loans serviced is significantly influenced by market interest rates. During a period of declining interest rates, the fair value of the MSRs is expected to decline due to increased anticipated prepayment speeds within the portfolio. Alternatively, during a period of rising interest rates, the fair value of MSRs is expected to increase, as prepayment speeds on the underlying loans would be anticipated to decline. Based on the estimated fair value atDecember 31, 2019 and 2018, management determined there was no impairment within the MSR portfolio.
The Bank's carrying value of its MSR portfolio was
Income Tax Accounting - Income tax liabilities or assets are established for the amount of taxes payable or refundable for the current year. Deferred tax liabilities and assets are also established for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. A DTL or DTA is recognized for the estimated future tax effects attributable to temporary differences and deductions that can be carried forward (used) in future years. The valuation of current and deferred income tax liabilities and assets is considered critical, as it requires management to make estimates based on provisions of the enacted tax laws. The assessment of tax liabilities and assets involves the use of estimates, assumptions, interpretations and judgments concerning certain accounting pronouncements and federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, or additional information concerning the TCJA's impact on the Company's net DTAs, will not differ from management's current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings. The Company believes its tax assets and liabilities are adequate and are properly recorded in the consolidated financial statements atDecember 31, 2019 and 2018. 49 Table of ContentsInvestment Securities - Unrealized losses for all investment securities are reviewed to determine whether the losses are "other-than-temporary." Investment securities are evaluated for OTTI on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in value below amortized cost is other-than-temporary. In conducting this assessment, the Bank evaluates a number of factors including, but not limited to the following:
· The length of time and the extent to which fair value has been less than the
amortized cost basis;
· The Bank's intent to hold until maturity or sell the debt security prior to
maturity;
· An analysis of whether it is more-likely-than-not that the Bank will be
required to sell the debt security before its anticipated recovery;
· Adverse conditions specifically related to the security, an industry, or a
geographic area;
· The historical and implied volatility of the fair value of the security;
· The payment structure of the security and the likelihood of the issuer being
able to make payments;
· Failure of the issuer to make scheduled interest or principal payments;
· Any rating changes by a rating agency; and
· Recoveries or additional decline in fair value subsequent to the balance sheet
date. The term "other-than-temporary" is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value are not necessarily favorable, or that there is a general lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized for the anticipated credit losses.
The Bank held one security with a total carrying value of
Branch Divestiture InJuly 2019 , the Bank entered into a definitive agreement to sell its four banking centers located in theKentucky cities ofOwensboro ,Elizabethtown , andFrankfort toLimestone Bank ("Limestone"), a subsidiary of Limestone Bancorp, Inc. The agreement provided that Limestone acquire loans, with balances of approximately$128 million as ofNovember 15, 2019 (the "Closing Date"), and assume deposits with balances of approximately$132 million as of the Closing Date, associated with the four banking centers. In addition to the sale of loans and assumption of deposits, Limestone also acquired substantially all of the fixed assets of these locations, which had a book value of$1.3 million as of the Closing Date. Based on the Closing Date deposits, the all-in blended premium for the transaction was 6.1% of the total deposits transferred. The final calculated premium was based on the trailing 10-day average amount of the deposits as of the Closing Date, as well as the branch location for the deposits. 50 Table of Contents OVERVIEWTotal Company net income was$91.7 million and Diluted EPS was$4.39 for 2019, representing increases of 18% and 17% over similar metrics for 2018. Fiscal year 2019 adjusted net income, which excludes the one-time benefits from the Company'sNovember 2019 divestiture of its branches inOwensboro ,Elizabethtown andFrankfort, Kentucky , was$84.8 million , a 9% increase over 2018, resulting in adjusted Diluted EPS of$4.06 , adjusted ROA of 1.51%, and adjusted ROE of 11.55%. These adjusted results, which management believes improve comparability between periods, are considered non-GAAP measures. A reconciliation to comparable GAAP measures is provided in Table 1 below. Also impacting comparability, the income tax expense line item for the fiscal year 2018 contained items that positively impacted the Company's overall effective tax rate in 2018. Table 1 below presents Republic's financial performance for the years endedDecember 31, 2019 , 2018, and 2017. Additionally, Table 1 provides a reconciliation of financial measures in accordance withU.S. generally accepted accounting principles ("GAAP") to the Company's adjusted results, which are non-GAAP measures that exclude certain items related to four branches divested by the Company inNovember 2019 . Management uses these non-GAAP measures to evaluate the on-going performance of the Company. Non-GAAP measures are not formally defined by GAAP or codified in the federal banking regulations, and other entities may use calculation methods that differ from those used by the Company: Table 1 - Summary Percent Increase/(Decrease) Years EndedDecember 31 , (dollars in thousands, except per share data) 2019 2018
2017 2019/2018 2018/2017
Income before income tax expense - GAAP
20 % 20 % Less: One-time benefits from branch divestiture (a) 8,729 - - NM NM Adjusted income before income tax expense - Non-GAAP$ 104,464 $ 94,263 $ 78,386 11 20 Net income - GAAP$ 91,699 $ 77,852 $ 45,632 18 71 Less: One-time benefits from branch divestiture (b) 6,896 - - NM NM Adjusted net income - Non-GAAP$ 84,803 $ 77,852 $ 45,632 9 71 Diluted EPS of Class A Common Stock - GAAP$ 4.39 $ 3.74 $ 2.20 17 70 Less: One-time benefits from branch divestiture (c) 0.33 - - NM NM Adjusted diluted EPS of Class A Common Stock - Non-GAAP$ 4.06 $ 3.74 $ 2.20 9 70 ROA - GAAP 1.64 % 1.52 % 0.95 % 8 60 Less: One-time benefits from branch divestiture (d) 0.13 - - NM NM Adjusted ROA - Non-GAAP 1.51 % 1.52 % 0.95 % (1) 60 ROE - GAAP 12.49 % 11.67 % 7.26 % 7 61 Less: One-time benefits from branch divestiture (e) 0.94 - - NM NM Adjusted ROE - Non-GAAP 11.55 % 11.67 % 7.26 % (1) 61
--------------------------------------------------------------------------------
(a) Includes a net gain on branch divestiture of
Provision expense of
inclusive of
(b) Reflects (a) tax-effected with a 21% effective tax rate.
(c) Reflects contribution of (b) in calculating GAAP Diluted EPS for the period
presented. (d) Reflects (b) divided by GAAP average assets for the period presented. (e) Reflects (b) divided by GAAP average equity for the period presented. 51 Table of Contents
Additional discussion follows in this section of the filing under "Results of Operations."
General highlights by reportable segment for the year ended
Traditional Banking segment
· Traditional Banking pre-tax net income increased
income within Traditional Banking increased
compared to 2018. Net income in 2019 benefitted from the
net gain the Company attained on the previously discussed sale of four banking
centers, while the comparability of net income between 2019 and 2018 was
negatively impacted by additional federal tax benefits the Company recorded
during 2018.
· Net interest income increased
2019. The Traditional Banking net interest margin remained steady at 3.76% from
2018 to 2019.
· The Traditional Banking Provision was
million for 2018. The Provision for 2019 benefited from a credit of
associated with loans divested in the above mentioned branch divestiture.
· Noninterest income increased
· Noninterest expense increased
·
million, or 4% fromDecember 31, 2018 toDecember 31, 2019 .
·
12%, fromDecember 31, 2018 toDecember 31, 2019 .
· Total nonperforming
0.65% atDecember 31, 2019 compared to 0.45% atDecember 31, 2018 .
·
December 31, 2019 compared to 0.25% atDecember 31, 2018 . Warehouse Lending segment · Warehouse net income decreased$477,000 million , or 5%, during 2019.
· Warehouse net interest income increased
decreased 76 basis points from 2018 to 2019.
· The Warehouse Provision was a net expense of
credit of$142,000 for 2018.
· Total committed Warehouse lines increased from
2018 to$1.2 billion atDecember 31, 2019 .
· Average line usage was 48% during 2018 and 59% during 2019.
Mortgage Banking segment
· Within the Mortgage Banking segment, mortgage banking income increased
million, or 97%, during 2019.
· Overall, Republic's originations of secondary market loans totaled
during 2019 compared to
Company's gain recognized as a percent of total originations increasing to 2.48% during 2019 from 2.17% in 2018. 52 Table of Contents Tax Refund Solutions segment
· TRS pre-tax net income increased
increased$121,000 , or 1%, during 2019.
· TRS net interest income increased
· The TRS Provision was
2018.
· Noninterest income was
2018.
· Net RT revenue increased
· Noninterest expense was
2018.
Republic
· RCS pre-tax net income increased
increased$4.5 million , or 39%, during 2019.
· RCS net interest income decreased
· The RCS Provision was
2018.
· Noninterest income decreased
· Noninterest expense decreased
· Total nonperforming RCS loans to total RCS loans was 0.10% at
compared to 0.14% atDecember 31, 2018 .
· Delinquent RCS loans to total RCS loans was 7.25% at
to 7.97% atDecember 31, 2018 .
General highlights by reportable segment for the year ended
Traditional Banking segment
· Traditional Banking pre-tax net income increased
net income increased
income growth benefitted from a TCJA-driven
tax expense.
· Net interest income increased
2018. Traditional Banking net interest margin increased 21 basis points to
3.76%.
· The Traditional Banking Provision was
million for 2017.
· Noninterest income increased
· Noninterest expense increased
·
2017 toDecember 31, 2018 . ·Traditional Bank deposits grew$64 million , or 2%, fromDecember 31, 2017 toDecember 31, 2018 . 53 Table of Contents
· Total nonperforming
0.45% atDecember 31, 2018 compared to 0.41% atDecember 31, 2017 .
·
December 31, 2018 compared to 0.25% atDecember 31, 2017 . Warehouse Lending segment
· Warehouse pre-tax net income decreased
increased
swing in income tax expense.
· Warehouse net interest income decreased
Warehouse net interest margin decreased 36 basis points from 2017 to 3.17% for
2018.
· The Warehouse Provision was a credit of
of$150,000 for 2017.
· Total committed Warehouse lines remained at
toDecember 31, 2018 .
· Average line usage was 48% during both 2018 and 2017.
Mortgage Banking segment
· Within the Mortgage Banking segment, mortgage banking income increased
$183,000 , or 4%, during 2018.
· Overall, Republic's originations of secondary market loans totaled
during 2018 compared to
Company's gain recognized as a percent of total originations decreasing to
2.17% during 2018 from 2.48% in 2017. Tax Refund Solutions segment
· TRS pre-tax net income increased
increased
decrease in income tax expense.
· TRS net interest income increased
· The TRS Provision was
2017.
· Noninterest income was
2017.
· Net RT revenue increased
· Noninterest expense was
2017.
Republic Credit Solution segment
· RCS pre-tax net income increased
increased
decrease in income tax expense.
· RCS net interest income increased
· The RCS Provision was
2017.
· Noninterest income decreased
54 Table of Contents
· Noninterest expense increased
· Total nonperforming RCS loans to total RCS loans was 0.14% at
compared to 1.40% atDecember 31, 2017 .
· Delinquent RCS loans to total RCS loans was 7.97% at
to 8.43% atDecember 31, 2017 . RESULTS OF OPERATIONS Net Interest Income Banking operations are significantly dependent upon net interest income. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities and the interest expense on interest-bearing liabilities used to fund those assets, such as interest-bearing deposits, securities sold under agreements to repurchase and FHLB advances. Net interest income is impacted by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities, as well as market interest rates. Discussion of 2019 vs. 2018 A large amount of the Company's financial instruments track closely with or are primarily indexed to either the FFTR, Prime, or LIBOR. These market rates trended higher fromDecember 2015 throughDecember 2018 but began trending lower again during 2019 as theFOMC reduced the FFTR by 75 basis points during the year. TheFOMC has provided guidance that additional changes to the FFTR will be data dependent and it could move higher or lower depending upon market conditions. Additional increases in short-term interest rates and overall market rates are generally believed by management to be favorable to the Bank's net interest income and net interest margin in the near term, while additional decreases in short-term interest rates and overall market rates are generally believed by management to be unfavorable to the Bank's net interest income and net interest margin in the near term. Increases in short-term interest rates, however, could have a negative impact on net interest income and net interest margin if the Bank is unable to maintain its deposit balances and the cost of those deposits at the levels assumed in its interest-rate-risk model. In addition, a further flattening or inversion of the yield curve, causing the spread between long-term interest rates and short-term interest rates to decrease, could negatively impact the Company's net interest income and net interest margin. Unknown variables, which may impact the Company's net interest income and net interest margin in the future, include, but are not limited to, the actual steepness of the yield curve, future demand for the Bank's financial products and the Bank's overall future liquidity needs.Total Company net interest income increased$10.1 million , or 4%, during 2019 compared to the same period in 2018. Growth in average loan balances was the primary driver of the increase in net interest income, with the positive impact of the loan growth being partially offset by net interest margin contraction.Total Company net interest margin decreased to 4.46% during 2019 compared to 4.62% in 2018.
The most significant components affecting the total Company's net interest income and net interest margin by reportable segment follow:
Traditional Banking segment The Traditional Banking segment's net interest income increased$7.7 million , or 5%, during 2019 compared to 2018. The Traditional Banking net interest margin was 3.76% for 2019 and 2018.
The following factors primarily impacted the
·
million during 2019, an increase of 6%. This growth was largely concentrated in
the commercial loan sector, with average CRE balances growing
6%, and average C&I balances growing$79 million , or 24%. 55 Table of Contents
· Net interest income was negatively impacted by
2019 branch divestiture as the Bank sold
in deposits as part of the transaction. Overall, net interest income from these
divested branches was
2019.
· While the net interest margin remained steady overall from 2018 to 2019, it
expanded during the first half of 2019 and began contracting during the second
half of the year, and particularly during the fourth quarter of 2019, as the
sheet. The contraction during the second half of 2019, and particularly during
the fourth quarter, was partially due to decreased value from the Traditional
Bank's noninterest-bearing funding sources. The difference between the
Traditional Banking segment's net interest margin and net interest spread was
10 basis points during the fourth quarter of 2019 compared to 17 basis points
during the fourth quarter of 2018, with the differential representing the
decreased value to the net interest margin of noninterest-bearing deposits and
stockholders' equity. The decrease in this value resulted from a 12 basis-point
decline in the yield on the Traditional Banking segment's interest-earning
assets from the fourth quarter of 2018 to the fourth quarter of 2019.
· In addition to the decline in the yield of
assets, the segment was also negatively impacted during the second half of 2019
by the flat, and at times inverted,
short-term and long-term
other. As is generally the case with all banks, the
yields and liability funding costs are substantially determined by the shape of
the
experience market-based pressures during the quarter to reduce its new loan
yields, which are generally tied to longer-term rates, more than any decreases
it was able to attain from its incremental funding costs. Management expects
margin compression challenges to remain in the future as long as the overall
For additional information on the potential future effect of changes in
short-term interest rates on Republic's net interest income, see the table
titled "Bank Interest Rate Sensitivity at
Warehouse Lending segment
Net interest income at Warehouse increased
· Pricing pressure to the
negative impact of an inverted yield curve to the
primarily drove a 76-basis-point compression in the Warehouse segment's net
interest margin.
· A sharp decline in long-term fixed mortgage rates increased Warehouse clients'
usage of their Bank lines of credit, driving average outstanding Warehouse
balances from$496 million during 2018 to$654 million during 2019. Warehouse Lending net interest income is greatly influenced by the overall mortgage market and the competitive environment. TheMortgage Bankers Association's economic forecast released inJanuary 2020 projected mortgage originations to decrease 7% acrossthe United States from 2019 to 2020. If this economic forecast turns out to be substantially accurate, management believes that usage rates among the Bank's Warehouse Lending clients may also decrease. This predicted decrease in mortgage volume, along with the competitive environment, may negatively impact the Bank's ability to maintain its existing Warehouse Lending clients and to attract new mortgage companies to its warehouse platform, thus making it difficult to increase net interest income overall within the Warehouse Lending segment.
Tax Refund Solutions segment
With the substantial majority of EA revenue being earned during its offering period in the first quarter of each fiscal year, net interest income within the TRS segment increased$2.4 million during 2019 compared to 2018. TRS's EA product earned$19.1 million in interest income during 2019, a$1.3 million , or 7%, increase from 2018. The higher EA interest income was driven by changes the 56 Table of Contents Company made to the EA product features for 2019 along with the client-base's response to those changes. For the first quarter 2019 tax season, TRS modified its EA product offering with the following changes:
· TRS allowed the taxpayer to choose from multiple loan-amount tiers, subject to
underwriting, up to a maximum advance amount of
over the maximum of
· TRS lowered the fee charged to the Tax Providers for the EA; and
· TRS implemented a direct fee to the taxpayer for the EA, with the annual
percentage rate to the taxpayer for his or her portion of the total fee being
less than 36% for all offering tiers. Despite the increase in the available EA maximum amount, the average loan amount for the first quarter of 2019 decreased by 10% compared to the first quarter 2018 tax season, as the taxpayer base generally opted for lower loan amounts this tax season. While the average amount borrowed per loan decreased during 2019, the average fee per loan increased 6% for the same period, as the combined Tax Provider and taxpayer fee for 2019 resulted in a higher total average fee per loan than the lone tax provider fee in 2018.
See additional discussion regarding the EA product under the sections titled:
· Part I Item 1A "Risk Factors"
· Part II Item 8 "Financial Statements and Supplementary Data," Footnote 4 "Loans
and Allowance for Loan and Lease Losses"
Republic
RCS's net interest income decreased$403,000 , or 1%, from 2018 to 2019. The decrease was driven primarily by a decline in the average balances of RCS's line-of-credit product. Loan fees on RCS's line-of-credit product recorded as interest income decreased to$25.6 million during 2019 compared to$26.3 million during 2018 and accounted for 79% and 82% of all RCS interest income on loans during the periods. Future long-term growth in interest income from RCS's line-of-credit product is restricted by a current on-balance-sheet Board-approved risk limit of$40 million for the Company. As ofDecember 31, 2019 , the total outstanding on-balance-sheet amount, including loans held for sale, related to this product was$31 million . Discussion of 2018 vs. 2017Total Company net interest income increased$27.5 million , or 14%, during 2018 compared to the same period in 2017. Net interest margin expansion was the primary driver of the increase in net interest income, with loan growth providing a complement to the net interest margin expansion.Total Company net interest margin increased to 4.62% during 2018 compared to 4.32% in 2017.
The most significant components affecting the total Company's net interest income and net interest margin by reportable segment follow:
Traditional Banking segment
The Traditional Banking segment's net interest income increased
The following factors primarily drove the increases in the
· In general, with market interest rates rising, the
interest-earning assets repriced at a faster pace than its interest-bearing
liabilities during 2018, leading to a higher spread for this operating segment.
Altogether the
from 2017 to 2018. Contributing significantly to this overall expansion in net
interest spread was the ability of the
overall funding costs related to its non-maturity deposits, whose costs
increased 17 basis points from 2017 to 2018, compared to a 60-basis-point
increase in the investment portfolio yield and a 20-basis-point increase in the
Traditional Bank loan yield during these same periods. 57 Table of Contents
· The difference between the
interest spread was 14 basis points during 2018 compared to 10 basis points
during 2017. The differential between the net interest margin and net interest
spread represents the value of the
deposits and stockholders' equity to its net interest margin. Because of rising
short-term interest rates from
measured by the increase of 100 basis points in the FFTR during this period,
the contribution of the
stockholders' equity to the net interest margin increased significantly.
·
2012
billion during 2017, an increase of 7%. This growth was largely concentrated in
the commercial loan sector, with average CRE balances growing
11%, and average C&I balances growing$66 million , or 25%.
·
less in net interest income during 2018 compared to the same period in 2017, as
two large payoffs during 2017 contributed approximately
accretion to net interest income. Substantially all of the accretable discount
on the acquired loans had been recognized byDecember 31, 2017 . Warehouse Lending segment Warehouse's net interest income decreased$1.8 million , or 10%, for 2018 compared to the same period in 2017. An internal change in the way the Company assigns cost of funds to its Warehouse segment through its FTP methodology resulted in the Warehouse segment's fluctuation in net interest income. EffectiveJanuary 1, 2018 , the Company changed its Warehouse FTP methodology to be more consistent with that used for otherCore Bank loan products with similar pricing and duration characteristics. This change had a$1.3 million negative comparable impact on the Warehouse net interest income for 2018 and a corresponding positive comparable impact of$1.3 million to theTraditional Bank's net interest income.Total Warehouse line commitments remained at$1.1 billion fromDecember 31, 2017 toDecember 31, 2018 . Average line usage on Warehouse commitments was 48% during both 2018 and 2017.
Tax Refund Solutions segment
Net interest income within the TRS segment increased$4.0 million during 2018 compared to 2017. TRS's EA product earned$17.8 million in interest income during 2018, a$3.6 million , or 25%, increase from the same period in 2017. The higher EA income was driven by an increase in EA origination volume, as the Company originated$430 million in EAs during 2018 compared to$329 million during the 2017. The increase in EA origination volume during 2018 resulted primarily from an increase in the maximum EA advance amount.
Republic
RCS's net interest income increased$7.7 million , or 34%, from 2017 to 2018. The increase was driven primarily by an increase in fee income from RCS's line-of-credit product. Loan fees on RCS's line-of-credit product recorded as interest income increased to$26.3 million during 2018 compared to$20.2 million during 2017 and accounted for 82% and 88% of all RCS interest income on loans during the periods. 58 Table of Contents
Table 2 - Total Company Average Balance Sheets and Interest Rates
Years Ended December 31, 2019 2018 2017 Average Average Average Average Average Average (dollars in thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate ASSETS Interest-earning assets: Federal funds sold and other interest-earning deposits$ 260,131 $ 5,781
2.22 %
1.13 % Investment securities, including FHLB stock (1) 564,631 15,038
2.66 542,258 13,808 2.55 574,027 11,070
1.93
TRS Easy Advance loans (2) 33,931 19,114 56.33 31,112 17,832 57.32 19,596 14,220 72.57 Other RPG loans (3) (6) 120,831 33,069 27.37 91,923 32,247 35.08 49,475 23,452 47.40Outstanding Warehouse lines of credit (4) (6) 653,865 30,815
4.71 496,380 25,526 5.14 496,665 22,144
4.46
All otherTraditional Bank loans (5) (6) 3,661,720 177,066
4.84 3,475,503 162,016 4.66 3,265,670 145,766
4.46
Total interest-earning assets 5,295,109 280,883
5.30 4,892,884 256,181 5.24 4,593,860 218,778
4.76
Allowance for loan and lease losses (50,624) (47,774) (39,202) Noninterest-earning assets: Noninterest-earning cash and cash equivalents 99,580 109,798 99,888 Premises and equipment, net 45,276 46,300 44,519 Bank owned life insurance 65,682 64,132 62,572 Other assets (1) 122,620 65,288 64,571 Total assets$ 5,577,643 $ 5,130,628 $ 4,826,208 LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Transaction accounts$ 1,141,084 $ 5,626 0.49 %$ 1,120,633 $ 4,341 0.39 %$ 1,095,276 $ 2,448 0.22 % Money market accounts 772,854 7,477 0.97 639,560 4,026 0.63 554,336 1,586 0.29 Time deposits 409,301 8,254 2.02 348,670 5,699 1.63 266,332 3,166
1.19
Reciprocal money market and time deposits 207,126 2,739 1.32 301,291 2,289 0.76 235,127 1,072 0.46 Brokered deposits 225,581 5,039 2.23 35,231 662 1.88 116,592 1,530 1.31 Total interest-bearing deposits 2,755,946 29,135
1.06 2,445,385 17,017 0.70 2,267,663 9,802
0.43
Securities sold under agreements to repurchase and other short-term borrowings 236,883 1,211
0.51 225,145 1,125 0.50 219,515 502
0.23
Federal Home Loan Bank advances 595,613 12,791 2.15 557,090 10,473 1.88 563,552 8,860 1.57 Subordinated note 41,240 1,620 3.93 41,240 1,508 3.66 41,240 1,094 2.65
Total interest-bearing liabilities 3,629,682 44,757 1.23 3,268,860 30,123 0.92 3,091,970 20,258
0.66
Noninterest-bearing liabilities and Stockholders' equity: Noninterest-bearing deposits 1,120,608 1,147,432 1,073,181 Other liabilities 93,072 47,357 32,728 Stockholders' equity 734,281 666,979 628,329 Total liabilities and stockholders' equity$ 5,577,643 $ 5,130,628 $ 4,826,208 Net interest income$ 236,126 $ 226,058 $ 198,520 Net interest spread 4.07 % 4.32 % 4.10 % Net interest margin 4.46 % 4.62 % 4.32 %
--------------------------------------------------------------------------------
(1) For the purpose of this calculation, the fair market value adjustment on
investment securities resulting from ASC Topic 320, Investments - Debt and
(2) Interest income for Easy Advances is composed entirely of loan fees.
(3) Interest income includes loan fees of
million for 2019, 2018, and 2017. (4) Interest income includes loan fees of$2.9 million ,$3.0 million and$3.2 million for 2019, 2018, and 2017. (5) Interest income includes loan fees of$5.4 million ,$5.7 million and$7.9 million for 2019, 2018, and 2017.
(6) Average balances for loans include the principal balance of nonaccrual loans
and loans held for sale, and are inclusive of all loan premiums, discounts, fees and costs. 59 Table of Contents Table 3 illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities impacted Republic's interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.
Table 3 - Total Company Volume/Rate Variance Analysis
Year Ended December 31, 2019 Year Ended December 31, 2018 Compared to Compared to Year Ended December 31, 2018 Year Ended December 31, 2017 Total Net Increase / (Decrease) Due to Total Net Increase / (Decrease) Due to (in thousands) Change Volume Rate Change Volume Rate Interest income: Federal funds sold and other interest-earning deposits$ 1,029 $ 84 $ 945$ 2,626 $ 934$ 1,692 Investment securities, including FHLB stock 1,230 582 648 2,738 (642) 3,380 TRS Easy Advance loans* 1,282 (1,817) 3,099 3,612 7,063 (3,451) Other RPG loans 822 8,829 (8,007) 8,795 16,107 (7,312)Outstanding Warehouse lines of credit 5,289 7,563 (2,274) 3,382 (13) 3,395 All other Traditional Bank loans 15,050 8,872 6,178 16,250 9,612 6,638 Net change in interest income 24,702 24,113 589 37,403 33,061 4,342
Interest expense:
Transaction accounts 1,285 80 1,205 1,893 58 1,835 Money market accounts 3,451 965 2,486 2,440 277 2,163 Time deposits 2,555 1,088 1,467 2,533 1,145 1,388 Reciprocal money market and time deposits 450 (872) 1,322 1,217 362 855 Brokered deposits 4,377 4,229 148 (868) (1,353) 485 Securities sold under agreements to repurchase and other short-term borrowings 86 60 26 623 13 610 Federal Home Loan Bank advances 2,318 758 1,560 1,613 (103) 1,716 Subordinated note 112 - 112 414 - 414 Net change in interest expense 14,634 6,308 8,326 9,865 399 9,466
Net change in net interest income
--------------------------------------------------------------------------------
*Volume for Easy Advances is based on total loans originated during the period presented.
60 Table of Contents
Provision for Loan and Lease Losses
Discussion of 2019 vs. 2018
The Company recorded a Provision of
Traditional Banking segment
The Traditional Banking Provision during 2019 was
· Related to the Bank's pass-rated and non-rated credits, the Bank recorded net
charges of
loan growth primarily drove the net charge to the Provision in both
periods, the Provision in 2019 included the impact of a
the final settlement of the Company's branch divestiture.
· The Bank recorded net charges to the Provision of
2019 and 2018 for activity related to loans rated Substandard and Special
Mention. Net charges totaling$2.8 million related to two commercial relationships drove the 2019 Provision. As a percentage of total loans, the Traditional Banking Allowance was 0.78% fromDecember 31, 2019 compared to 0.85% atDecember 31, 2018 . The Company believes, based on information presently available, that it has adequately provided forTraditional Bank loan losses atDecember 31, 2019 .
See the sections titled "Allowance for Loan and Lease Losses" and "Asset Quality" in this section of the filing under "Financial Condition" for additional discussion regarding the Provision and the Bank's delinquent, nonperforming, impaired, and TDR loans.
Warehouse Lending segment The Warehouse Provision was a net charge of$622,000 for 2019 compared to a net credit of$142,000 for 2018. Provision expense for both 2019 and 2018 reflects the changes in general reserves for fluctuations in outstanding balances during the periods.Outstanding Warehouse balances increased$249 million during 2019 and decreased$57 million during 2018. As a percentage of total Warehouse outstanding balances, the Warehouse Allowance was 0.25% atDecember 31, 2019 and 2018. The Company believes, based on information presently available, that it has adequately provided for Warehouse loan losses atDecember 31, 2019 . Tax Refund Solutions segment TRS recorded a net charge to the Provision of$11.2 million during 2019 compared to a net charge of$10.9 million in 2018. An increase in net loss on EA loans resulting from a higher EA loss rate drove the increased TRS Provision. TRS originated$389 million of EAs during 2019 compared to$430 million in 2018. The Company's net loss on EAs to total EA originations for 2019 increased 24 basis points from 2018 to 2.74%. Each 0.10% in estimated loan loss reserves for EAs during 2019 equates to approximately$389,000 in Provision expense, while each 0.10% during 2018 equated to approximately$430,000 .
As of
See additional detail regarding the EA product under Footnote 4 "Loans and Allowance for Loan and Lease Losses" of Part II Item 8 "Financial Statements and Supplemental Data."
61 Table of Contents
Republic
RCS recorded a Provision of$11.4 million during 2019, a decrease of$5.4 million compared to same period in 2018. Approximately$2.7 million of this decrease was related to the RCS's credit-card product as the Company discontinued the product inDecember 2018 and had no Provision expense during 2019. Provision expense for RCS's line of credit product decreased$2.7 million during 2019 primarily as a result of a decrease in outstanding balances. While RCS loans generally return higher yields, they also present a greater credit risk than Traditional Banking loan products. As a percentage of total RCS loans, the RCS Allowance was 12.45% and 14.70% atDecember 31, 2019 and 2018. The Company believes, based on information presently available, that it has adequately provided for RCS loan losses atDecember 31, 2019 .
The following table presents RCS Provision by product:
Table 4 - RCS Provision by Product
Percent Increase/(Decrease) Years EndedDecember 31 , (in thousands) 2019 2018 2017 2019/2018 2018/2017 Product: Line of credit$ 11,388 $ 14,100 $ 15,112 (19) % (7) % Credit card - 2,728 2,233 (100) 22 Hospital receivables 55 53 51 4 4 Total$ 11,443 $ 16,881 $ 17,396 (32) (3) Discussion of 2018 vs. 2017
The Company recorded a Provision of
Traditional Banking segment
The Traditional Banking Provision during 2018 was
· Related to the Bank's pass-rated and non-rated credits, the Bank recorded net
charges of
Loan growth primarily drove the net charge to the Provision in both periods.
· The Bank recorded net charges to the Provision of
and 2017 for activity related to loans rated Substandard and Special Mention.
Charges of
drove the 2018 Provision. As a percentage of total loans, the Traditional Banking Allowance remained at 0.85% fromDecember 31, 2017 toDecember 31, 2018 . The Company believes, based on information presently available, that it has adequately provided forTraditional Bank loan losses atDecember 31, 2018 . Warehouse Lending segment The Warehouse Provision was a net credit of$142,000 for 2018 compared to a net credit of$150,000 for 2017. Provision expense for both 2018 and 2017 reflects general reserves for changes in outstanding balances during the periods.Outstanding Warehouse balances decreased$57 million during 2018 and$60 million during 2017. As a percentage of total Warehouse outstanding balances, the Warehouse Allowance was 0.25% atDecember 31, 2018 and 2017. The Company believes, based on information presently available, that it has adequately provided for Warehouse loan losses atDecember 31, 2018 . 62 Table of Contents Tax Refund Solutions segment TRS recorded a net charge to the Provision of$10.9 million during 2018 compared to a net charge of$6.5 million in 2017. An increase in net loss on EA loans resulting from both a higher volume of EA originations and a higher EA loss rate drove the increased TRS Provision. TRS originated$430 million of EAs during 2018 compared to$329 million in 2017. The Company's net loss on EAs to total EA originations for 2018 increased 43 basis points from 2017 to 2.50%. Each 0.10% in estimated loan loss reserves for EAs during 2018 equates to approximately$430,000 in Provision expense, while each 0.10% during 2017 equated to approximately$329,000 . As ofDecember 31, 2018 and 2017, all unpaid EAs originated during each year had been charged-off. The Company believes, based on information presently available, that it has adequately provided for TRS loan losses atDecember 31, 2018 .
Republic
RCS recorded a Provision of$16.9 million during 2018, a decrease of$515,000 compared to same period in 2017. A$1.0 million reduction in Provision related to RCS's line-of-credit product was partially offset by a$495,000 increase in Provision related to RCS's credit-card product. The lower Provision for RCS's line-of-credit product resulted from a seasoning of the portfolio. An increase in net charge-offs from 2017 to 2018 primarily drove the increase in Provision related to the credit-card product. During the second quarter of 2018, the Bank and its third-party marketer/servicer discontinued the marketing of RCS's credit-card product to potential new clients as the two parties deliberated the future direction of the program. During the third quarter of 2018, the Bank and its third-party marketer/servicer reached an agreement in concept to sell 100% of the existing portfolio to an unrelated third party. As a result, the Bank reclassified its 10% interest into a held-for-sale category and charged the entire RCS credit-card portfolio down to its estimated net realizable value. Concurrent with this reclassification, the Company relieved all Allowance connected to this product against the RCS Provision. During the fourth quarter of 2018, the Bank and its third-party marketer/servicer finalized the agreement to sell 100% of its existing portfolio, with the final settlement occurring inJanuary 2019 .
While RCS loans generally return higher yields, they also present a greater
credit risk than Traditional Banking loan products. As a percentage of total RCS
loans, the RCS Allowance was 14.70% and 18.85% at
Noninterest Income
Table 5 - Analysis of Noninterest Income
Percent Increase/(Decrease)
Years Ended
2017 2019/2018 2018/2017
Service charges on deposit accounts$ 14,197 $ 14,273 $ 13,357 (1) % 7 % Net refund transfer fees 21,158 20,029 18,500 6 8 Mortgage banking income 9,499 4,825 4,642 97 4 Interchange fee income 11,859 11,159 9,881 6 13 Program fees 4,712 6,225 5,824 (24) 7 Increase in cash surrender value of bank owned life insurance 1,550 1,527 1,562 2 (2) Net losses on debt securities - - (136) NM 100 Net gains on other real estate owned 540 729 676 (26) 8 Net gain on branch divestiture 7,829 - - NM NM Other 3,664 4,658 4,108 (21) 13 Total noninterest income$ 75,008 $ 63,425 $ 58,414 18 9
--------------------------------------------------------------------------------
NM - Not meaningful 63 Table of Contents Discussion of 2019 vs. 2018
Traditional Banking segment
Traditional Banking noninterest income increased
·
net gain resulting from the final settlement of the Company's branch divestiture duringNovember 2019 .
· Service charges on deposit accounts remained at
2019. The Bank earns a substantial majority of its fee income related to its
overdraft service program from the per item fee it assesses its customers for
each insufficient funds check or electronic debit presented for payment. The
total per item fees, net of refunds, included in service charges on deposits
during 2019 and 2018 were
overdraft charges, net of refunds, included in interest income during 2019 and
2018 were
overdraft charges initiated in
daily overdraft charges.
· Interchange income increased
number of active debit cards along with an increase in usage on the Company's
existing debit cards. Mortgage Banking segment Within the Mortgage Banking segment, mortgage banking income increased$4.7 million , or 97%, during 2019 compared to 2018. Overall, Republic's originations of secondary market loans totaled$356 million during 2019 compared to$177 million during 2018. The ratio of net gain on sale of mortgage loans originated for sale was 2.48% and 2.17% during 2019 and 2018. Tax Refund Solutions segment Within the TRS segment, noninterest income increased$302,000 , or 1%, during 2019 compared to 2018 resulting from a$1.1 million , or 6%, increase in net RT revenue that was almost entirely offset by the lack of a one-time$1.0 million nonrefundable capital commitment fee recorded during 2018. A nominal increase in RT pricing and a shift in the RT mix among the various Tax Providers primarily drove the rise in net RT revenues. 64 Table of Contents
Republic
Within the RCS segment, noninterest income decreased
The following table presents RCS program fees by product:
Table 6 - RCS Program Fees by Product
Percent Increase/(Decrease) Years EndedDecember 31 , (in thousands) 2019 2018 2017 2019/2018 2018/2017 Product: Line of credit$ 4,392 $ 4,486 $ 3,854 (2) % 16 % Credit card - 1,703 1,376 (100) 24 Hospital receivables 232 144 26 61 454 Installment loans* (349) (403) 392 (13) (203) Total$ 4,275 $ 5,930 $ 5,648 (28) 5
--------------------------------------------------------------------------------
*The Company has elected the fair value option for this product, with mark-to-market adjustments recorded as a component of program fees.
Discussion of 2018 vs. 2017
Traditional Banking segment
Traditional Banking noninterest income increased
· Service charges on deposit accounts increased
during 2018 compared to
Company's transactional account base during 2018. The Bank earns a substantial
majority of its fee income related to its overdraft service program from the
per item fee it assesses its customers for each insufficient funds check or
electronic debit presented for payment. The total per item fees, net of
refunds, included in service charges on deposits during 2018 and 2017 were
million and
included in interest income during 2018 and 2017 were
million. A
2018 primarily drove the Bank's increase in daily overdraft charges.
· Interchange income increased
number of active debit cards along with an increase in usage on the Company's
existing debit cards. Mortgage Banking segment Within the Mortgage Banking segment, mortgage banking income increased$183,000 , or 4%, during 2018 compared to 2017. Overall, Republic's originations of secondary market loans totaled$177 million during 2018 compared to$160 million during 2017. The ratio of net gain on sale of mortgage loans originated for sale was 2.17% and 2.48% during 2018 and 2017. Tax Refund Solutions segment Within the TRS segment, noninterest income increased$2.7 million , or 14%, during 2018 compared to 2017. Net RT revenue increased$1.5 million , or 8%, compared to 2017, consistent with a 7% increase in the number of RTs funded when comparing the two periods. Additionally, TRS received and recorded a$1.0 million nonrefundable capital commitment fee during 2018. The fee was paid by a third party upon the Company's completion of its contractual obligations to build the infrastructure and disburse funds for a new collaborative credit product offered through the Bank to the third party's customers. 65 Table of Contents
Republic
Within the RCS segment, noninterest income decreased
· Within other income, RCS recorded a
held-for-sale subprime credit card portfolio during 2018.
· Within other income, RCS recorded a
during 2017.
· Offsetting the decreases above, program fees increased
The increase in program fees resulted from an increase in fees associated with
RCS's line-of-credit and credit-card products partially offset by a decrease in
fees associated with RCS's installment loan product. Program fees are the
largest component of RCS's noninterest income and primarily represent net gains
from the sale of consumer loans. RCS sold
2018 compared to$661 million in 2017. The decrease in program fees associated with RCS's installment loan product resulted from the suspension of loan originations and sales through this program during the second quarter of 2018. Concurrent with the suspension of this program, the Bank reclassified approximately$2.2 million of these loans from "held for sale" on the balance sheet to "held for investment" and recorded a$427,000 charge to its mark-to-market fair value adjustment for these loans. Mark-to-market adjustments for this product are recorded as a component of program fees. Noninterest Expense
Table 7 - Analysis of Noninterest Expense
Percent Increase/(Decrease)
Years Ended
2017 2019/2018 2018/2017
Salaries and employee benefits$ 99,181 $ 91,189 $ 82,233 9 % 11 % Occupancy and equipment, net 25,868 24,883 24,019 4 4 Communication and transportation 4,447 4,785 4,711 (7) 2 Marketing and development 5,023 4,432 5,188 13 (15) FDIC insurance expense 743 1,494 1,378 (50) 8 Bank franchise tax expense 5,293 4,951 4,626 7 7 Data processing 9,189 9,613 7,748 (4) 24 Interchange related expense 4,870 4,480 3,988 9 12 Supplies 1,693 1,444 1,594 17 (9) Other real estate owned and other repossession expense 326 94 388 247 (76) Legal and professional fees 3,357 3,459 2,410 (3) 44 Impairment of premises held for sale 256 482 1,175 (47) (59) Other 11,937 12,546 11,386 (5) 10 Total noninterest expense$ 172,183 $ 163,852 $ 150,844 5 9 Discussion of 2019 vs. 2018
Traditional Banking segment
For 2019 compared to 2018, Traditional Banking noninterest expense increased
· Salaries and benefits expense increased
merit increases and the costs for 29 additional Traditional Bank FTE employees
fromDecember 31, 2018 toDecember 31, 2019 . 66 Table of Contents
·
by a
its Small Bank Assessment Credits against two of its quarterly
premium payments. As of
worth of credits it can apply to futureFDIC insurance premiums.
Republic
RCS noninterest expense decreased$2.4 million , or 48%, during 2019 compared to 2018. Approximately$1.3 million of this decrease was due to the discontinuance of the RCS credit card product in December of 2018. The remaining fluctuation was the result of the recording of a$700,000 contingent legal reserve during 2018 that was reversed during the fourth quarter of 2019 due to a positive settlement of the matter. Discussion of 2018 vs. 2017
Traditional Banking segment
For 2018 compared to 2017, Traditional Banking noninterest expense increased
· Salaries and benefits expense increased
following: o Annual merit increases.
o An increase of approximately 53 Traditional Bank FTE employees over the
previous 12 months to support growth.
o An
o A
of its more aggressive budgeted targets for the year, resulting in higher
incentive payouts.
· New and upgraded technology implemented in the previous 12 months to support
several
expenses to increase
the Company's client relationship management system, its online banking
functionality, and the overall security of client information and assets.
· A 12% increase in depreciation expense associated with banking center
renovations over the previous year drove a
occupancy expense.
· Additional consulting concerning the Company's cost segregation and R&D studies
primarily drove a$648,000 increase in legal and professional fees.
· Offsetting the increases above was a decrease of
premises held for sale. During 2017, the
nonrecurring impairment charge for a property the Company sold in December
2018.
· A reduction in marketing spend for the
digital banking products drove a
Republic
For 2018 compared to 2017, RCS noninterest expense increased$1.4 million , or 41%, during 2018 compared to 2017. The increase was primarily driven by higher legal and professional fees resulting from corporate income-tax consultation matters and contingent legal reserves. 67 Table of Contents Income Tax Expense Discussion of 2019 vs. 2018
The Company's effective tax rate increased to 19% during 2019 from 17% during 2018, with discrete income tax benefits associated with the TCJA being the primary driver of the lower 2018 effective tax rate.
See additional detail regarding the Company's Income Tax Expense under Footnote 19 "Income Taxes" of Part II Item 8 "Financial Statements and Supplemental Data."
Discussion of 2018 vs. 2017 OnDecember 22, 2017 , the TCJA lowered the federal corporate tax rate from 35% to 21%, effectiveJanuary 1, 2018 . While the Company benefitted during 2018 from a 14% lower federal corporate tax rate, the TCJA negatively impacted 2017 because the Company recorded a$6.3 million charge to income tax expense representing the decrease in value of its net DTA upon enactment of the TCJA.
The most significant components comprising the change in income tax expense by reportable segment follow:
Traditional Banking segmentThe Traditional Bank's effective tax rate was 14% in 2018 and 44% in 2017. During 2018, theTraditional Bank's effective tax rate benefitted from the lower federal corporate tax rate, the Company's cost segregation study, and the Company's automatic change in tax-accounting method. During 2017, the TCJA-driven charge tied to the Traditional Banking segment primarily represents the decrease in value of a DTA associated with the Traditional Banking segment's Allowance.
Tax Refund Solutions segment
TRS's effective tax rate was 20% in 2018 and 36% in 2017. During 2018, TRS's effective tax rate benefitted from the lower federal corporate tax rate and the Company's R&D federal tax credits.
Republic Credit Services segment
RCS's effective tax rate was 23% in 2018 and 56% in 2017. During 2018, RCS's effective tax rate benefitted from the lower federal corporate tax rate and the Company's R&D federal tax credits. During 2017, the TCJA-driven charge tied to RCS represents the decrease in value of a DTA associated with the RCS segment's Allowance. FINANCIAL CONDITION Cash and Cash Equivalents Cash and cash equivalents include cash, deposits with other financial institutions with original maturities less than 90 days and federal funds sold. Republic had$385 million in cash and cash equivalents atDecember 31, 2019 compared to$351 million atDecember 31, 2018 . During 2018 and 2019, the Bank maintained a relatively high cash balance on its balance sheet for liquidity purposes.
For cash held at the FRB, the Bank earns a yield on amounts more than required
reserves. This yield decreased from 2.40% at
The Company's Captive maintains cash reserves to cover insurable claims. Captive cash reserves totaled approximately$3 million and$3 million atDecember 31, 2019 and 2018. 68 Table of ContentsInvestment Securities
Table 8 - Investment Securities Portfolio
December 31, (in thousands) 2019 2018 2017 2016 2015 Available-for-sale debt securities (fair value):U.S. Treasury securities andU.S. Government agencies$ 134,640 $ 216,873 $ 307,592 $ 294,544 $ 286,479 Private label mortgage backed security 3,495 3,712 4,449 4,777 5,132 Mortgage backed securities - residential 255,847 169,209 106,374 73,004 92,268 Collateralized mortgage obligations 63,371 72,811 87,163 87,654 113,668 Corporate bonds 10,002 9,058 15,125 15,158 14,922 Trust preferred security 4,000 4,075 3,600 3,200 3,405 Total available-for-sale debt securities 471,355 475,738 524,303 478,337 515,874 Held-to-maturity debt securities (carrying value):U.S. Treasury securities andU.S. Government agencies - - - 506 515 Mortgage backed securities - residential 104 132 151 158 53
Collateralized mortgage obligations 16,970 19,544 23,437
27,142 33,159 Corporate bonds 44,995 45,088 40,175 25,058 5,000 Obligations of state and political subdivisions 462 463 464 - - Total held-to-maturity debt securities 62,531 65,227 64,227 52,864 38,727 Equity securities with a readily determinable fair value (fair value): Freddie Mac preferred stock 714 410 473 483 173 Community Reinvestment Act mutual fund 2,474 2,396 2,455 2,455 1,011 Total equity securities with a readily determinable fair value 3,188 2,806 2,928 2,938 1,184 Total investment securities$ 537,074 $ 543,771 $ 591,458 $ 534,139 $ 555,785 AFS debt securities primarily consists ofU.S. Treasury securities andU.S. Government agency obligations, including agency MBS and agency CMOs. The agency MBSs primarily consist of hybrid mortgage investment securities, as well as other adjustable rate mortgage investment securities, underwritten and guaranteed by the GNMA, the FHLMC and theFNMA . Agency CMOs held in the investment portfolio are substantially all floating rate securities that adjust monthly. The Bank uses a portion of the investment securities portfolio as collateral to Bank clients for SSUARs. The remaining eligible securities that are not pledged to secure client SSUARs may be pledged to the FHLB as collateral for the Bank's borrowing line. During 2019, the Bank purchased$244 million in long-term investment debt securities, allocated among$132 million in MBSs,$47 million inU.S. government agencies, and$65million inU.S. Treasuries. The mortgage-backed securities that were purchased had an expected weighted-average yield of approximately 2.15% and a weighted average expected life of 3.8 years. TheU.S. Government agencies purchased had an expected weighted average yield of approximately 1.90% and a weighted average life of 2.3 years. From 2013 to 2018, the Bank purchased various floating-rate corporate bonds. These bonds were rated "investment grade" by accredited rating agencies as of their respective purchase dates. The total fair value of the Bank's corporate bonds represented 10% and 10% of the Bank's investment portfolio as ofDecember 31, 2019 and 2018. During 2018, one of these bonds was downgraded to BBB+ (S&P/Fitch), driving a significant decrease in the bond's market value. As ofDecember 31, 2019 , this bond had fully recovered its lost value and reflected an unrealized gain of$2,000 . Strategies for the investment securities portfolio are influenced by economic and market conditions, loan demand, deposit mix, and liquidity needs. For the past several years, the Bank has continued to utilize a general strategy within the investment portfolio of purchasing securities with shorter-term durations. The Bank has used this general strategy for liquidity purposes and as an interest rate risk management tool in what has been a long period of historically low interest rates. Management believes the Bank will likely continue with this general strategy into the foreseeable future as market interest rates are expected to continue to rise in 2019. 69 Table of Contents
Table 9 -
December 31, (in thousands) 2019 2018 2017 2016 2015 Private label mortgage backed security$ 3,495 $ 3,712 $ 4,449 $ 4,777 $ 5,132 Mortgage backed securities - residential 255,957 169,349 106,535 73,174 92,327 Collateralized mortgage obligations 80,414 92,487 110,819 114,922 147,291 Total fair value of mortgage backed securities$ 339,866 $ 265,548 $ 221,803 $ 192,873 $ 244,750
Table 10 -
Weighted Weighted Average Amortized Fair Average Maturity inDecember 31, 2019 (dollars in thousands) Cost Value Yield
Years
U.S. Treasury securities andU.S. Government agencies: Due in one year or less$ 34,495 $ 34,493 1.60 % 0.97 Due from one year to five years 100,270 100,147 1.68 2.34 TotalU.S. Treasury securities and U.S. Government agencies 134,765 134,640 1.66 1.99 Corporate bonds: Due from one year to five years 10,000 10,002 3.00 3.29 Total Corporate bonds 10,000 10,002 3.00 3.29 Trust preferred security, due beyond ten years 3,575 4,000 6.72 17.43 Private label mortgage backed security 2,210 3,495 7.96 13.59 Total mortgage backed securities - residential 253,288 255,847 2.54 13.43 Total collateralized mortgage obligations 63,284 63,371 2.42 20.81 Total available-for-sale debt securities$ 467,122 $ 471,355 2.34 10.75
Table 11 -
Weighted Weighted Average Carrying Fair Average Maturity inDecember 31, 2019 (dollars in thousands) Value Value Yield Years Corporate bonds: Due from one year or less$ 5,000 $ 5,014 3.16 % 0.37 Due from one year to five years 35,048 35,528 3.30
3.43
Due from five years to ten years 4,947 4,997 2.85
6.10
Total corporate bonds 44,995 45,539 3.24
3.38
Obligations of state and political subdivisions: Due from one year or less 105 105 2.43
0.59
Due from one year to five years 357 359 2.74
2.63
Total obligations of state and political subdivisions 462 464 2.67
2.17
Total mortgage backed securities - residential 104 110 4.68 15.04 Total collateralized mortgage obligations 16,970 17,043 2.52 19.81 Total held-to-maturity debt securities$ 62,531 $ 63,156 3.04 7.88 70 Table of Contents Loan Portfolio
Table 12 - Loan Portfolio Composition
December 31, (in thousands) 2019 2018 2017 2016 2015 Traditional Banking: Residential real estate: Owner occupied$ 949,568 $ 1,001,832 $ 1,038,357 $ 1,149,176 $ 1,331,278 Nonowner occupied 258,803 242,846 205,081 156,605 116,294 Commercial real estate 1,303,000 1,248,940 1,207,293 1,060,496 860,561 Construction & land development 159,702 175,178 150,065 119,650 66,500 Commercial & industrial 477,236 430,355 341,692 259,026 229,307 Lease financing receivables 14,040 15,031 16,580 13,614 8,905 Home equity 293,186 332,548 347,655 341,285 289,194 Consumer: Credit cards 17,836 19,095 16,078 13,414 11,068 Overdrafts 1,522 1,102 974 803 685 Automobile loans 52,923 63,475 65,650 52,579 6,473 Other consumer 68,115 46,642 20,501 19,744 11,998 Total Traditional Banking 3,595,931 3,577,044 3,409,926 3,186,392 2,932,263 Warehouse lines of credit* 717,458 468,695 525,572 585,439 386,729 Total Core Banking 4,313,389 4,045,739 3,935,498 3,771,831 3,318,992 Republic Processing Group*: Tax Refund Solutions: Easy Advances - - - - - Other TRS loans 14,365 13,744 11,648 6,695 414 Republic Credit Solutions 105,397 88,744 66,888 32,252 7,204Total Republic Processing Group 119,762 102,488
78,536 38,947 7,618
Total loans** 4,433,151 4,148,227 4,014,034 3,810,778 3,326,610 Allowance for loan and lease losses (43,351) (44,675) (42,769) (32,920) (27,491) Total loans, net$ 4,389,800 $ 4,103,552 $ 3,971,265 $ 3,777,858 $ 3,299,119
--------------------------------------------------------------------------------
* Identifies loans to borrowers located primarily outside of the Bank's market footprint.
** Total loans are presented inclusive of premiums, discounts and net loan origination fees and costs.
Gross loans increased by
Traditional Banking segment Traditional Banking loans increased$19 million , or 1%, during 2019 despite the sale of$128 million of loans associated with the Company's branch divestiture duringNovember 2019 . Growth was primarily concentrated in commercial-purpose loans, which is the Company's primary sales focus for on-balance sheet loan growth. C&I, CRE, and nonowner-occupied residential real estate portfolios experienced growth of$47 million ,$54 million , and$16 million , respectively, during 2019. Additionally, a$28 million increase in loans collateralized by consumer aircraft drove a$17 million increase in other consumer loans during 2019. The Bank's owner-occupied, residential real estate loans declined$52 million in total. These category fluctuations were generally in-line with the Company's overall long-term loan growth strategy, which is to reduce the Bank's reliance on residential real estate loans for balance sheet growth and to rely more on commercial-purpose loans for future growth. While the Company does currently intend to reduce its reliance on owner-occupied residential real estate loans for future balance sheet growth, it also continues to make plans to 71
Table of Contents
expand its agency-eligible volume of first mortgage residential real estate loans, which it intends to sell into the secondary market in order to generate fee income.
Warehouse Lending segmentOutstanding Warehouse loans increased$249 million fromDecember 31, 2018 toDecember 31, 2019 . Due to the volatility and seasonality of the mortgage market, it is difficult to project future outstanding balances of Warehouse lines of credit. As was the case in 2019, the growth of the Bank's Warehouse Lending business greatly depends on the overall mortgage market and typically follows industry trends. Since its entrance into this business in 2011, the Bank has experienced volatility in the Warehouse portfolio consistent with overall demand for mortgage products. Weighted average quarterly usage rates on theBank's Warehouse lines have ranged from a low of 31% during the fourth quarter of 2013 to a high of 71% during the fourth quarter of 2019. On an annual basis, weighted average usage rates on theBank's Warehouse lines have ranged from a low of 40% during 2013 to a high of 59% during 2019.
Republic
RCS loans increased
The table below illustrates the Bank's fixed and variable rate loan maturities:
Table 13 - Selected Loan Distribution
Over One One Year Through Over December 31, 2019 (in thousands) Total Or Less Five Years Five Years Fixed rate loan maturities: Residential real estate$ 460,314 $ 37,695 $ 19,057 $ 403,562 Commercial real estate 489,599 21,111 107,838 360,650 Construction & land development 48,655 11,695 16,028 20,932 Commercial & industrial 214,469 41,688 117,666 55,115 Lease financing receivables 14,040 1,078 12,288 674 Warehouse lines of credit - - - - Home equity 82 - - 82 Consumer 174,936 61,749 38,321 74,866 Total fixed rate loans$ 1,402,095 $ 175,016 $ 311,198 $ 915,881
Variable rate loan maturities:
Residential real estate$ 748,057 $ 4,519 $ 11,298 $ 732,240 Commercial real estate 813,401 38,263 149,105 626,033 Construction & land development 111,047 29,432 32,558 49,057 Commercial & industrial 277,132 101,324 101,507 74,301 Lease financing receivables - - - - Warehouse lines of credit 717,458 717,458 - - Home equity 293,104 22,039 43,282 227,783 Consumer 70,857 17,888 - 52,969 Total variable rate loans$ 3,031,056 $ 930,923 $ 337,750 $ 1,762,383 Total: Residential real estate$ 1,208,371 $ 42,214 $ 30,355 $ 1,135,802 Commercial real estate 1,303,000 59,374 256,943 986,683 Construction & land development 159,702 41,127 48,586 69,989 Commercial & industrial 491,601 143,012 219,173 129,416 Lease financing receivables 14,040 1,078 12,288 674 Warehouse lines of credit 717,458 717,458 - - Home equity 293,186 22,039 43,282 227,865 Consumer 245,793 79,637 38,321 127,835 Total loans$ 4,433,151 $ 1,105,939 $ 648,948 $ 2,678,264 Loans at maturity interval to overall total loans 100 % 25 % 15 % 60 % 72 Table of Contents
Allowance for Loan and Lease Losses
The Bank maintains an Allowance for probable incurred credit losses inherent in the Bank's loan portfolio, which includes overdrawn deposit accounts. Management evaluates the adequacy of the Allowance monthly and presents and discusses the analysis with the Audit Committee and the Board of Directors quarterly. The Bank's Allowance decreased from$45 million atDecember 31, 2018 to$43 million atDecember 31, 2019 , driven partially by payoffs of a portion of the Bank's TDRs and partially by improved loss history on the Traditional Banking segment's residential real estate and home equity portfolios. As a percent of total loans, the total Bank's Allowance decreased to 0.98% atDecember 31, 2019 compared to 1.08% atDecember 31, 2018 . An analysis of the Allowance by reportable segment follows: Traditional Banking segment The Allowance at the Traditional Banking segment decreased$2 million to$28 million fromDecember 31, 2018 toDecember 31, 2019 . The Allowance to totalTraditional Bank loans decreased from 0.85% atDecember 31, 2018 to 0.78% atDecember 31, 2019 , resulting primarily from improved loss history on the Traditional Banking segment's residential real estate and home equity loan portfolios. Warehouse Lending segment The Allowance on loans originated through theCompany's Warehouse segment increased to$1.8 million atDecember 31, 2019 from$1.2 million atDecember 31, 2018 , with the Allowance to total outstanding Warehouse balances remaining at 0.25% at both period ends. The increase in the Allowance for the Warehouse Lending segment was entirely related to the increase in the overall loan portfolio.
Republic
The Allowance on loans originated through the Company's RCS segment remained at$13 million fromDecember 31, 2018 toDecember 31, 2019 . The Allowance to total RCS loans decreased to 12.45% atDecember 31, 2019 from 14.70% atDecember 31, 2018 due to a higher concentration of lower-risk healthcare receivables within the RCS loan portfolio atDecember 31, 2019 .
RCS maintained an Allowance for its loan products offered at
AtDecember 31, 2019 , the Allowance to total loans estimated for each RCS product ranged from as low as 0.25% for its healthcare-receivables portfolio to as high as 46% for its line-of-credit portfolio. The lower reserve percentage of 0.25% was provided for RCS's healthcare receivables atDecember 31, 2019 , as such receivables have recourse back to a third-party provider. For additional discussion regarding Republic's methodology for determining the adequacy of the Allowance, see the section titled "Critical Accounting Policies and Estimates" in this section of the filing.
See additional detail regarding Republic Credit Solution's loan products under Item 1 "Business."
73 Table of Contents
Table 14 - Summary of Loan and Lease Loss Experience
Years EndedDecember 31 , (dollars in thousands) 2019 2018 2017 2016 2015
Allowance at beginning of period
$ 27,491 $ 24,410 Charge-offs: Traditional Banking: Residential real estate (683) (1,187) (330) (416) (748) Commercial real estate (1,407) (7) - (514) (546) Construction & land development - - - (44) - Commercial & industrial (1,505) (200) (189) (330) (56) Home equity (64) (115) (222) (351) (466) Consumer (2,054) (2,099) (2,042) (1,727) (1,185) Total Traditional Banking (5,713) (3,608) (2,783) (3,382) (3,001) Warehouse lines of credit - - - - - Total Core Banking (5,713) (3,608) (2,783) (3,382) (3,001)Republic Processing Group : Tax Refund Solutions: Easy Advances (13,425) (12,478) (8,121) (3,474) - Other TRS loans (692) (74) - - - Republic Credit Solutions (12,566) (17,692) (10,659) (5,000) (971)Total Republic Processing Group (26,683) (30,244) (18,780) (8,474) (971) Total charge-offs (32,396) (33,852) (21,563) (11,856) (3,972) Recoveries: Traditional Banking: Residential real estate 414 285 272 429 318 Commercial real estate 4 131 139 152 98 Construction & land development - 30 6 78 - Commercial & industrial 9 51 34 127 62 Home equity 72 311 182 151 148 Consumer 628 604 596 636 736 Total Traditional Banking 1,127 1,412 1,229 1,573 1,362 Warehouse lines of credit - - - - - Total Core Banking 1,127 1,412 1,229 1,573 1,362Republic Processing Group : Tax Refund Solutions: Easy Advances 2,782 1,718 1,332 426 - Other TRS loans 213 10 241 301 278 Republic Credit Solutions 1,192 1,250 906 492 17
1,219 295 Total recoveries 5,314 4,390 3,708 2,792 1,657 Net loan charge-offs (27,082) (29,462) (17,855) (9,064) (2,315) Provision - Core Banking 3,066 3,568 3,773 3,945 3,065 Provision - RPG 22,692 27,800 23,931 10,548 2,331 Total Provision 25,758 31,368 27,704 14,493 5,396 Allowance at end of period$ 43,351 $ 44,675 $ 42,769 $ 32,920 $ 27,491 Credit Quality Ratios - Total Company: Allowance to total loans 0.98 % 1.08 % 1.07 % 0.86 % 0.83 % Allowance to nonperforming loans 185 277 284 205 125 Net loan charge-offs to average loans 0.61 0.72 0.47 0.25 0.07 Credit Quality Ratios - Core Banking: Allowance to total loans 0.70 % 0.78 % 0.77 % 0.74 % 0.78 % Allowance to nonperforming loans 129 197 213 175 118 Net loan charge-offs to average loans 0.11 0.06 0.04 0.05 0.05 74 Table of Contents The following table sets forth management's allocation of the Allowance by loan class. The Allowance allocation is based on management's assessment of economic conditions, historical loss experience, loan volume, past due and nonaccrual loans and various other qualitative factors. Since these factors and management's assumptions are subject to change, the allocation is not necessarily indicative of future loan portfolio performance or future Allowance allocation. Table 15 - Management's Allocation of the Allowance for Loan and Lease Losses 2019 2018 2017 2016 2015 Percent of Percent of Percent of Percent of Percent of Loans to Loans to Loans to Loans to Loans to Total Total Total Total Total December 31, (in thousands) Allowance Loans* Allowance Loans* Allowance Loans* Allowance Loans* Allowance Loans* Traditional Banking: Residential real estate: Owner occupied$ 4,729 22 %$ 6,035 26 %$ 6,474 25 %$ 7,531 31 %$ 8,924 41 % Nonowner occupied 1,737 6 1,662 6 1,396 5 1,139 4 1,052 3 Commercial real estate 10,486 29 10,030 30 9,043 30 8,078 28 7,672 26 Construction & land development 2,152 4 2,555 4 2,364 4 1,850 3 1,303 2 Commercial & industrial 2,882 11 2,873 10 2,198 9 1,511 7 1,455 7 Lease financing receivables 147 - 158 - 174 - 136 - 89 - Home equity 2,721 7 3,477 8 3,754 9 3,757 9 2,996 9 Consumer: Credit cards 1,020 - 1,140 - 607 - 490 - 448 - Overdrafts 1,169 - 1,102 - 974 - 675 - 351 - Automobile loans 612 1 724 2 687 2 526 1 56 - Other consumer 550 2 591 1 1,162 1 771 1 479 - Total Traditional Banking 28,205 82 30,347 87 28,833 85 26,464 84 24,825 88 Warehouse lines of credit 1,794 16 1,172 11 1,314 13 1,464 15 967 12 Total Core Banking 29,999 98 31,519 98 30,147 98 27,928 99 25,792 100Republic Processing Group : Tax Refund Solutions: Easy Advances - - - - - - - - - - Other TRS loans 234 - 107 - 12 - 25 - - - RepublicCredit Solutions 13,118 2 13,049 2 12,610 2 4,967 1 1,699 -Total Republic Processing Group 13,352 2 13,156 2 12,622 2 4,992 1 1,699 - Total$ 43,351 100$ 44,675 100$ 42,769 100$ 32,920 100$ 27,491 100
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*See Table 12 in this section of the filing for loan portfolio balances. Values of less than 50 basis points are rounded down to zero.
Management believes, based on information presently available, that it has
adequately provided for loan and lease losses at
For additional discussion regarding Republic's methodology for determining the adequacy of the Allowance, see the section titled "Critical Accounting Policies and Estimates" in this section of the filing. 75 Table of Contents Asset Quality
Classified and Special Mention Loans
The Bank applies credit quality indicators, or "ratings," to individual loans based on internal Bank policies. Such internal policies are informed by regulatory standards. Loans rated "Loss," "Doubtful," "Substandard," and PCI-Sub are considered "Classified." Loans rated "Special Mention" or PCI-1 are considered Special Mention. The Bank's Classified and Special Mention loans increased$13 million during 2019, primarily due to the addition of five Substandard relationships, each with a balance greater than$1.0 million .
See Footnote 4 "Loans and Allowance for Loan and Lease Losses" of Part II Item 8 "Financial Statements and Supplementary Data" for additional discussion regarding Classified and Special mention loans.
Table 16 - Classified and Special Mention Loans
Years EndedDecember 31 , (in thousands) 2019 2018 2017 2016 2015 Loss $ - $ - $ - $ - $ - Doubtful - - - - - Substandard 33,297 19,860 21,202 21,412 27,833 Purchased Credit Impaired - Substandard 1,289 1,559 1,771 2,366 - Total Classified Loans 34,586 21,419 22,973 23,778 27,833 Special Mention 21,754 21,205 23,813 30,702 31,312 Purchased Credit Impaired - Group 1 797 1,121 1,833 7,908 12,543 Total Special Mention Loans 22,551 22,326 25,646 38,610 43,855 Total Classified and Special Mention Loans$ 57,137 $ 43,745 $ 48,619 $ 62,388 $ 71,688 Nonperforming Loans Nonperforming loans include loans on nonaccrual status and loans past due 90-days-or-more and still accruing. Impaired loans that are not placed on nonaccrual status are not included as nonperforming loans. The nonperforming loan category included TDRs totaling approximately$10 million and$8 million atDecember 31, 2019 and 2018. Generally, all nonperforming loans are considered impaired. Nonperforming loans to total loans increased to 0.53% atDecember 31, 2019 from 0.39% atDecember 31, 2018 , as the total balance of nonperforming loans increased by$7 million , or 46%, while total loans increased$285 million , or 7% during 2019. 76 Table of Contents
Table 17 - Nonperforming Loans and Nonperforming Assets Summary
Years EndedDecember 31 , (in thousands) 2019 2018 2017 2016 2015 Loans on nonaccrual status*$ 23,332 $ 15,993 $ 14,118 $ 15,892 $ 21,712 Loans past due 90-days-or-more and still on accrual** 157 145 956 167 224 Total nonperforming loans 23,489 16,138 15,074 16,059 21,936 Other real estate owned 113 160 115 1,391 1,220 Total nonperforming assets$ 23,602 $ 16,298 $ 15,189 $ 17,450 $ 23,156 Credit Quality Ratios - Total Company: Nonperforming loans to total loans 0.53 % 0.39 % 0.38 % 0.42 % 0.66 % Nonperforming assets to total loans (including OREO) 0.53 0.39 0.38 0.46 0.70 Nonperforming assets to total assets 0.42 0.31 0.30
0.36 0.55
Credit Quality Ratios -Core Bank : Nonperforming loans to total loans 0.54 % 0.40 % 0.36 % 0.42 % 0.66 % Nonperforming assets to total loans (including OREO) 0.54 0.40 0.36 0.46 0.70 Nonperforming assets to total assets 0.43 0.32 0.28
0.36 0.55
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*Loans on nonaccrual status include impaired loans. See Footnote 4 "Loans and Allowance for Loan and Lease Losses" of Part II Item 8 "Financial Statements and Supplementary Data" for additional discussion regarding impaired loans.
** Loans past due 90-days-or-more and still accruing consist of PCI loans and smaller-balance consumer loans.
Approximately
were concentrated in the residential real estate and HELOC categories, with the underlying collateral predominantly located in the Bank's primary market area ofKentucky . Approximately$7 million , or 30%, of the Bank's total nonperforming loans atDecember 31, 2019 , compared to$2 million , or 14%, atDecember 31, 2018 were concentrated in the CRE and C&D portfolios. While CRE is the primary collateral for such loans, the Bank also obtains in many cases, at the time of origination, personal guarantees from the principal borrowers and/or secured liens on the guarantors' primary residences. 77 Table of Contents
Table 18 - Nonperforming Loan Composition
2019 2018 2017 2016 2015 Percent of Percent of Percent of Percent of Percent of Total Total Total Total Total Years EndedDecember 31 , (in thousands) Balance Loan Class Balance Loan Class Balance Loan Class Balance Loan Class Balance Loan Class Traditional Banking: Residential real estate: Owner occupied$ 12,220 1.29 %$ 11,182 1.12 %$ 9,230 0.89 %$ 10,955 0.96 %$ 13,197 0.99 % Nonowner occupied 623 0.24 669 0.28 257 0.13 852 0.54 935 0.80 Commercial real estate 6,865 0.53 2,318 0.19 3,247 0.27 2,725 0.26 4,165 0.50 Construction & land development 143 0.09 - - 67 0.04 77 0.06 1,589 2.39 Commercial & industrial 1,424 0.30 630 0.15 - - 154 0.06 194 0.08 Lease financing receivables - - - - - - - - - - Home equity 1,865 0.64 1,095 0.33 1,217 0.35 1,069 0.31 1,793 0.62 Consumer: Credit cards - - - - - - - - - - Overdrafts - - - - - - - - - - Automobile loans 179 0.34 75 0.12 68 0.10 - - - - Other consumer 13 0.02 37 0.08 51 0.25 145 0.73 63 0.53 Total Traditional Banking 23,332 0.65 16,006 0.45 14,137 0.41 15,977 0.50 21,936 0.75 Warehouse lines of credit - - - - - - - - - - Total Core Banking 23,332 0.54 16,006 0.40 14,137 0.36 15,977 0.42
21,936 0.66
Republic Processing Group : Tax Refund Solutions: Easy Advances - - - - - - - - - - Other TRS loans 53 0.37 4 0.03 - - - - - - Republic Credit Solutions 104 0.10 128 0.14 937 1.40 82 0.25 - - Total Republic Processing Group 157 0.13 132 0.13 937 1.19 82 0.21
- -
Total nonperforming loans$ 23,489 0.53$ 16,138 0.39$ 15,074 0.38$ 16,059 0.42$ 21,936 0.66
Table 19 - Stratification of Nonperforming Loans
Number of Nonperforming
Loans and
Balance December 31, 2019 Balance >$100 & Balance Total (dollars in thousands) No. <=$100 No. <=$500 No. >$500 No. Balance Traditional Banking: Residential real estate: Owner occupied 137$ 5,005 24$ 4,525 3$ 2,690 164$ 12,220 Nonowner occupied 3 84 - - 1 539 4 623 Commercial real estate 2 45 2 609 4 6,211 8 6,865 Construction & land development - - 1 143 - - 1 143 Commercial & industrial - - 2 397 1 1,027 3 1,424 Lease financing receivables - - - - - - - - Home equity 23 795 5 1,070 - - 28 1,865 Consumer: Credit cards - - - - - - - - Overdrafts - - - - - - - - Automobile loans 13 179 - - - - 13 179 Other consumer 7 13 - - - - 7 13 Total Traditional Banking 185 6,121 34 6,744 9 10,467 228 23,332 Warehouse lines of credit - - - - - - - - Total Core Banking 185 6,121 34 6,744
9 10,467 228 23,332
Republic Processing Group : Tax Refund Solutions: Easy Advances - - - - - - - - Other TRS loans NM 53 - - - - NM 53 Republic Credit Solutions NM 104 - - - - NM 104Total Republic Processing Group NM 157 - - - - NM 157 Total 185$ 6,278 34$ 6,744 9$ 10,467 228$ 23,489
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NM - Not meaningful. Loans from
78 Table of Contents Number of Nonperforming
Loans and
Balance December 31, 2018 Balance >$100 & Balance Total (dollars in thousands) No. <=$100 No. <=$500 No. >$500 No. Balance Traditional Banking: Residential real estate: Owner occupied 108$ 4,859 12$ 2,783 3$ 3,540 123$ 11,182 Nonowner occupied 4 169 - - 1 500 5 669 Commercial real estate 5 201 1 397 2 1,720 8 2,318 Construction & land development - - - - - - - - Commercial & industrial 2 59 2 571 - - 4 630 Lease financing receivables - - - - - - - - Home equity 19 417 4 678 - - 23 1,095 Consumer: Credit cards - - - - - - - - Overdrafts - - - - - - - - Automobile loans 5 75 - - - - 5 75 Other consumer 14 37 - - - - 14 37 Total Traditional Banking 157 5,817 19 4,429 6 5,760 182 16,006 Warehouse lines of credit - - - - - - - - Total Core Banking 157 5,817 19 4,429
6 5,760 182 16,006
Republic Processing Group : Tax Refund Solutions: Easy Advances - - - - - - - - Other TRS loans NM 4 - - - - NM 4 Republic Credit Solutions NM 128 - - - - NM 128Total Republic Processing Group NM 132 - - - - NM 132 Total 157$ 5,949 19$ 4,429 6$ 5,760 182$ 16,138
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NM - Not meaningful. Loans from
Interest income that would have been recorded if nonaccrual loans were on a
current basis in accordance with their original terms was
Based on the Bank's review as of
Table 20 - Rollforward of Nonperforming Loan
Years EndedDecember 31 , (in thousands) 2019 2018 2017 2016 2015 Nonperforming loans at the beginning of the period$ 16,138 $ 15,074 $ 16,059 $ 21,936 $ 23,659 Loans added to nonperforming status during the period that remained nonperforming at the end of the period 13,806 8,129 7,204 3,784 7,861 Loans removed from nonperforming status during the period that were nonperforming at the beginning of the period (see table below) (4,242) (5,079) (8,196) (8,086) (8,505) Principal balance paydowns of loans nonperforming at both period ends (2,225) (1,175) (782) (1,742) (1,079) Net change in principal balance of other loans nonperforming at both period ends* 12 (811) 789 167 - Nonperforming loans at the end of the period$ 23,489 $ 16,138 $ 15,074
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*Includes relatively small consumer portfolios, e.g., RCS loans.
79 Table of Contents
Table 21 - Detail of Loans Removed from Nonperforming Status
Years EndedDecember 31 , (in thousands) 2019 2018 2017 2016 2015 Loans charged off$ (339) $ (46) $ (287) $ (329) $ (210) Loans transferred to OREO (1,174) (569) (574) (2,986) (2,034) Loans refinanced at other institutions (2,610) (4,043) (3,841) (4,771) (4,026) Loans returned to accrual status (119) (421) (3,494)
- (2,235)
Total loans removed from nonperforming status during the period that were nonperforming at the beginning of the period$ (4,242) $ (5,079) $ (8,196) $ (8,086) $ (8,505) Delinquent Loans Delinquent loans to total loans increased to 0.47% atDecember 31, 2019 , from 0.38% atDecember 31, 2018 , as the total balance of delinquent loans increased by$5 million , or 30%. With the exception of smaller-balance consumer loans, all loans past due 90-days-or-more as ofDecember 31, 2019 and 2018 were on nonaccrual status. Core Banking delinquent loans to total loans increased eight basis points to 0.30% during 2019, while RPG delinquent loans to total loans decreased slightly from 7% atDecember 31, 2018 to 6% atDecember 31, 2019 .
Table 22 - Delinquent Loan Composition*
2019 2018 2017 2016 2015 Percent of Percent of Percent of Percent of Percent of Total Total Total Total Total Years EndedDecember 31 , (in thousands) Balance Loan Class Balance Loan Class Balance Loan Class Balance Loan Class Balance Loan Class Traditional Banking: Residential real estate: Owner occupied$ 4,434 0.47 %$ 5,525
0.61 %
0.52 % Nonowner occupied 539 0.21 1,008 0.42 146 0.07 46 0.03 53
0.05
Commercial real estate 3,300 0.25 1,099 0.09 1,727 0.14 425 0.04 1,111
0.13
Construction & land development - - - - 67 0.04 - - 1,500
2.26
Commercial & industrial 1,355 0.28 25 0.01 15 0.00 342 0.13 299 0.13 Lease financing receivables - - - - - - - - - - Home equity 2,918 1.00 784 0.24 1,221 0.35 970 0.28 1,393 0.48 Consumer: Credit cards 155 0.87 129 0.68 74 0.46 18 0.13 12 0.11 Overdrafts 283 18.59 230 20.87 233 23.92 161 20.05 133 19.42 Automobile loans 49 0.09 28 0.04 60 0.09 - - 1 0.02 Other consumer 9 0.01 47 0.10 135 0.66 305 1.54 101 0.84 Total Traditional Banking 13,042 0.36 8,875
0.25 8,460 0.25 6,821 0.21 11,485
0.39 Warehouse lines of credit - - - - - - - - - - Total Core Banking 13,042 0.30 8,875 0.22 8,460 0.21 6,821 0.18 11,485 0.35Republic Processing Group : Tax Refund Solutions: Easy Advances - - - - - - - - - - Other TRS loans 119 0.83 10 0.07 - - - - - - Republic Credit Solutions 7,643 7.25 7,077 7.97 5,641 8.43 2,137 6.63 246
3.41
Total Republic Processing Group 7,762 6.48 7,087 6.91 5,641 7.18 2,137 5.49 246 3.23 Total delinquent loans$ 20,804 0.47$ 15,962 0.38$ 14,101 0.35$ 8,958 0.24$ 11,731 0.35
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*Represents total loans 30-days-or-more past due. Delinquent status may be determined by either the number of days past due or number of payments past due.
80 Table of Contents
Table 23 - Rollforward of Delinquent Loans
Years Ended
2016 2015
Delinquent loans at the beginning of the period$ 15,962 $ 14,101 $ 8,958 $ 11,731 $ 15,851 Loans added to delinquency status during the period and remained in delinquency status at the end of the period 9,947 7,092 7,015 5,399 6,942 Loans removed from delinquency status during the period that were in delinquency status at the beginning of the period (see table below) (6,747) (6,332) (5,181) (10,205) (10,969) Principal balance paydowns of loans delinquent at both period ends (120) (334) (170) (94) (207) Net change in principal balance of other loans delinquent at both period ends* 1,762 1,435 3,479 2,127 114
Delinquent loans at the end of period
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*Includes relatively small consumer portfolios, e.g., RCS loans.
Table 24 - Detail of Loans Removed from Delinquent Status
Years Ended December 31, (in thousands) 2019 2018 2017 2016 2015 Loans charged off$ (453) $ (50) $ (114) $ (150) $ (302) Loans transferred to OREO (1,370) (502) (526) (2,805) (2,207) Loans refinanced at other institutions (1,988) (3,523) (2,529) (3,926) (4,072) Loans paid current (2,936) (2,257)
(2,012) (3,324) (4,388)
Total loans removed from delinquency status during the period that were in delinquency status at the beginning of the period$ (6,747) $ (6,332) $ (5,181) $ (10,205) $ (10,969)
Impaired Loans and Troubled Debt Restructurings
The Bank's policy is to charge-off all or that portion of its recorded investment in a collateral-dependent impaired credit upon a determination that it is probable the full amount of contractual principal and interest will not be collected. Impaired loans totaled$50 million atDecember 31, 2019 compared to$41 million atDecember 31, 2018 . A TDR is the situation where, due to a borrower's financial difficulties, the Bank grants a concession to the borrower that the Bank would not otherwise have considered. The majority of the Bank's TDRs involve a restructuring of loan terms such as a temporary reduction in the payment amount to require only interest and escrow (if required), reducing the loan's interest rate and/or extending the maturity date of the debt. Nonaccrual loans modified as TDRs remain on nonaccrual status and continue to be reported as nonperforming loans. Accruing loans modified as TDRs are evaluated for nonaccrual status based on a current evaluation of the borrower's financial condition and ability and willingness to service the modified debt. As ofDecember 31, 2019 , the Bank had$31 million in TDRs, of which$10 million were also on nonaccrual status. As ofDecember 31, 2018 , the Bank had$33 million in TDRs, of which$8 million were also on nonaccrual status.
Table 25 - Impaired Loan Composition
Years EndedDecember 31 , (in thousands) 2019 2018 2017
2016 2015
Troubled debt restructurings$ 30,781 $ 32,863 $ 34,637 $ 41,586 $ 49,580 Impaired loans (which are not TDRs) 19,569 8,572 10,979 11,098 16,543 Total recorded investment in impaired loans$ 50,350 $ 41,435 $ 45,616 $ 52,684 $ 66,123
See Footnote 4 "Loans and Allowance for Loan and Lease Losses" of Part II Item 8 "Financial Statements and Supplementary Data" for additional discussion regarding impaired loans and TDRs.
81 Table of Contents Other Real Estate Owned
Table 26 - Rollforward of Other Real Estate Owned Activity
Years Ended
2016 2015
OREO at beginning of period$ 160 $ 115 $ 1,391 $ 1,220 $ 11,243 Transfer from loans to OREO 1,527 662 841 4,778 2,938 Proceeds from sale* (2,114) (1,346) (2,793) (4,851) (12,660) Net gain on sale 540 729 831 514 956 Writedowns - - (155) (270) (1,257) OREO at end of period$ 113 $ 160 $ 115 $ 1,391 $ 1,220
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*Inclusive of non-cash proceeds where the Bank financed the sale of the property.
The fair value of OREO represents the estimated value that management expects to receive when the property is sold, net of related costs to sell. These estimates are based on the most recently available real estate appraisals, with certain adjustments made based on the type of property, age of appraisal, current status of the property and other relevant factors to estimate the current value of the property. Bank Owned Life Insurance BOLI offers tax advantaged noninterest income to help the Bank offset employee benefits expenses. The Company carried$66 million and$65 million of BOLI on its consolidated balance sheet atDecember 31, 2019 and 2018.
Table 27 - Rollforward of Bank Owned Life Insurance
Years ended
2016 2015 BOLI at beginning of period$ 64,883 $ 63,356 $ 61,794 $ 52,817 $ 51,415 BOLI acquired - - - 7,461 - Increase in cash surrender value 1,550 1,527 1,562 1,516 1,402 BOLI at end of period$ 66,433 $ 64,883 $ 63,356 $ 61,794 $ 52,817 82 Table of Contents Deposits
Table 28 - Deposit Composition
Years EndedDecember 31 , (in thousands) 2019 2018 2017 2016 2015 Core Bank: Demand$ 922,972 $ 937,402 $ 944,812 $ 872,709 $ 783,054 Money market accounts 793,950 717,954 546,998 541,622 501,059 Savings 175,588 187,868 182,800 164,410 117,408 Individual retirement accounts (1) 51,548 53,524 47,982 42,642 36,016 Time deposits,$250 and over (1) 104,412 84,104 77,891 37,200 42,775 Other certificates of deposit (1) 248,161 239,324 189,661 140,894 127,878 Reciprocal money market and time deposits (1) 189,774 217,153 346,613 221,113 174,653 Brokered deposits (1) 200,072 9,394 72,718 168,150 69,771Total Core Bank interest-bearing deposits 2,686,477 2,446,723 2,409,475 2,188,740 1,852,614Total Core Bank noninterest-bearing deposits 981,164 971,422 988,537 943,329 606,154Total Core Bank deposits 3,667,641 3,418,145 3,398,012 3,132,069 2,458,768Republic Processing Group : Money market accounts 66,152 5,453 1,641 - - Total RPG interest-bearing deposits 66,152 5,453 1,641 - - Brokered prepaid card deposits 9,128 4,350 1,509 145 1,540 Other noninterest-bearing deposits 43,087 28,197 31,996 28,478 27,169 Total RPG noninterest-bearing deposits 52,215 32,547 33,505 28,623 28,709 Total RPG deposits 118,367 38,000 35,146 28,623 28,709 Total deposits$ 3,786,008 $ 3,456,145 $ 3,433,158 $ 3,160,692 $ 2,487,477
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(1) Includes time deposits.Total Company deposits increased$330 million , or 10%, fromDecember 31, 2018 to$3.8 billion atDecember 31, 2019 despite the Bank divesting$132 million in deposits upon final settlement of its branch divestiture inNovember 2019 .
Table 29 - Average Deposits 2019 2018 2017 2016 2015 Average Average Average Average Average Average Average Average Average Average Years endedDecember 31 , (dollars in thousands) Balance Rate
Balance Rate Balance Rate Balance Rate
Balance Rate
Transaction accounts$ 1,141,084 0.49 % $
1,120,633 0.39 %
772,854 0.97
639,560 0.63 554,336 0.29 546,360 0.20
485,508 0.16 Time deposits 409,301 2.02
348,670 1.63 266,332 1.19 221,634 1.00
200,863 0.96 Brokered and reciprocal money market 215,913 1.49
289,441 0.78 314,788 0.68 289,612 0.43
132,623 0.21 Brokered and reciprocal certificates of deposit 216,794 2.11
47,081 1.50 36,931 1.25 38,513 1.45
54,405 1.57 Total average interest-bearing deposits 2,755,946 1.06 2,445,385 0.70 2,267,663 0.43 2,058,592 0.29
1,714,214 0.26 Total average noninterest-bearing deposits 1,120,608 - 1,147,432 - 1,073,181 - 894,049 - 651,275 - Total average deposits$ 3,876,554 0.75$ 3,592,817 0.47$ 3,340,844 0.29$ 2,952,641 0.21$ 2,365,489 0.19 83 Table of Contents Table 30 - Maturities of Time Deposits Greater than$100,000 atDecember 31, 2019 Weighted Average Maturity (dollars in thousands) Principal Rate Three months or less$ 24,290 1.45 % Over three months through six months 9,860 1.76 Over six months through 12 months 112,945 2.11 Over 12 months 85,596 2.46 Total$ 232,691 2.15
Securities Sold Under Agreements to Repurchase and Other Short-term Borrowings
SSUARs are collateralized by securities and are treated as financings; accordingly, the securities involved with the agreements are recorded as assets and are held by a safekeeping agent and the obligations to repurchase the securities are reflected as liabilities. All securities underlying the agreements are under the Bank's control.
SSUARs totaled
The
substantial majority of SSUARs are indexed to immediately repricing indices such as the FFTR.
Table 31 - Securities Sold Under Agreements to Repurchase
As of and for the Year EndedDecember 31 , (dollars in thousands) 2019 2018 2017
2016 2015
Outstanding balance at end of period$ 167,617 $ 182,990 $ 204,021 $ 173,473 $ 395,433 Weighted average interest rate at period end 0.32 % 0.83 % 0.31 % 0.05 % 0.02 % Average outstanding balance during the period$ 236,883 $ 225,145 $ 219,515 $ 280,296 $ 379,477 Average interest rate during the period 0.51 % 0.50 % 0.23 % 0.02 % 0.02 % Maximum outstanding at any month end$ 276,927 $ 260,147 $ 293,944 $ 367,373 $ 442,981
Federal Home Loan Bank Advances
FHLB advances decreased$60 million , or 7%, fromDecember 31, 2018 to$750 million atDecember 31, 2019 , with the Bank increasing its term advances by$250 million and decreasing its overnight advances by$310 million during 2019. During 2019, the Bank obtained$560 million in additional short-term advances with a weighted average rate of 1.84% and a weighted average term of 0.13 years, while$310 million of term advances with a weighted average rate of 2.02% matured during the period. The Bank held$200 million in overnight advances at a rate of 1.63% as ofDecember 31, 2019 , compared to$510 million in overnight advances at a rate of 2.45% atDecember 31, 2018 . The Bank chose to utilize overnight or short-term advances periodically throughout 2019 in order to take advantage of the lower borrowing costs associated with these short-term borrowings. The Bank was able to implement this strategy due to its projected favorable risk position in the event of rising interest rates. See the section titled "Asset/Liability Management and Market Risk" in this section of the filing for additional discussion regarding the Bank's interest-rate sensitivity. Overall use of FHLB advances during a given year is dependent upon many factors including asset growth, deposit growth, current earnings, and expectations of future interest rates, among others. If a meaningful amount of the Bank's loan originations in the future have repricing terms longer than five years, management will likely elect to borrow additional funds to mitigate its risk of future increases in market interest rates. Whether the Bank ultimately does so, and how much in advances it extends out, will be dependent upon circumstances at that time. If the Bank does obtain longer-term FHLB advances for interest rate risk mitigation, it will have a negative impact on then-current earnings. The amount of the negative impact will be dependent upon the dollar amount, coupon, and final maturity of the advances obtained. 84 Table of Contents
Table 32 - Federal Home Loan Bank Advances
As of and for the Years EndedDecember 31 , (dollars in thousands) 2019 2018 2017 2016 2015 Outstanding balance at end of period$ 750,000 $ 810,000 $ 737,500 $ 802,500 $ 699,500 Weighted average interest rate at period end 1.73 % 2.26 % 1.61 % 1.35 % 1.77 % Average outstanding balance during the period$ 595,613 $ 557,090 $ 563,552 $ 583,591 $ 599,630 Average interest rate during the period 2.15 % 1.88 % 1.57 % 1.87 % 1.99 % Maximum outstanding at any month end$ 1,170,000 $ 967,500 $ 1,002,500 $ 987,500 $ 916,500 Interest Rate Swaps
Interest Rate Swaps Used as Cash Flow Hedges
The Bank entered into two interest rate swap agreements during 2013 as part of its interest rate risk management strategy. The Bank designated the swaps as cash flow hedges intended to reduce the variability in cash flows attributable to either FHLB advances tied to the 3-month LIBOR or the overall changes in cash flows on certain money market deposit accounts tied to 1-month LIBOR. The counterparty for both swaps met the Bank's credit standards and the Bank believes that the credit risk inherent in the swap contracts is not significant.
Non-hedge Interest Rate Swaps
During 2015, the Bank began entering into interest rate swaps to facilitate client transactions and meet their financing needs. Upon entering into these instruments, the Bank enters into offsetting positions in order to minimize the Bank's interest rate risk. These swaps are derivatives, but are not designated as hedging instruments, and therefore changes in fair value are reported in current year earnings. See Footnote 8 "Interest Rate Swaps" of Part II Item 8 "Financial Statements and Supplementary Data" for further information regarding the Bank's interest rate swaps. Liquidity The Bank had a loan to deposit ratio (excluding brokered deposits) of 126% atDecember 31, 2019 and 120% atDecember 31, 2018 . AtDecember 31, 2019 andDecember 31, 2018 , the Company had cash and cash equivalents on-hand of$385 million and$351 million . In addition, the Bank had available borrowing capacity of$259 million and$254 million from the FHLB atDecember 31, 2019 andDecember 31, 2018 . In addition to its borrowing capacity with the FHLB, the Bank's liquidity resources included unencumbered securities of$304 million and$300 million as ofDecember 31, 2019 and 2018 and unsecured lines of credit totaling$125 million available through various other financial institutions as ofDecember 31, 2019 and 2018. The Bank maintains sufficient liquidity to fund routine loan demand and routine deposit withdrawal activity. Liquidity is managed by maintaining sufficient liquid assets in the form of investment securities. Funding and cash flows can also be realized by the sale of AFS debt securities, principal paydowns on loans and mortgage backed securities and proceeds realized from loans held for sale. The Bank's liquidity is impacted by its ability to sell certain investment securities, which is limited due to the level of investment securities that are needed to secure public deposits, securities sold under agreements to repurchase, FHLB borrowings, and for other purposes, as required by law. AtDecember 31, 2019 and 2018, these pledged investment securities had a fair value of$230 million and$241 million . Republic's banking centers and its websites, www.republicbank.com and www.mymemorybank.com, provide access to retail deposit markets. These retail deposit products, if offered at attractive rates, have historically been a source of additional funding when needed. If the Bank were to lose a significant funding source, such as a few major depositors, or if any of its lines of credit were canceled, or if the Bank cannot obtain brokered deposits, the Bank would be compelled to offer market leading deposit interest rates to meet its funding and liquidity needs. AtDecember 31, 2019 , the Bank had approximately$1.0 billion in deposits from 170 large non-sweep deposit relationships, including reciprocal deposits, where the individual relationship exceeded$2 million . The 20 largest non-sweep deposit relationships represented 85
Table of Contents
approximately$499 million , or 13%, of the Company's total deposit balances atDecember 31, 2019 . These accounts do not require collateral; therefore, cash from these accounts can generally be utilized to fund the loan portfolio. If any of these balances were moved from the Bank, the Bank would likely utilize overnight borrowing lines in the short-term to replace the balances. On a longer-term basis, the Bank would likely utilize wholesale-brokered deposits to replace withdrawn balances, or alternatively, higher-cost internet-sourced deposits. Based on past experience, utilizing brokered deposits and internet-sourced deposits, the Bank believes it can quickly obtain these types of deposits if needed. The overall cost of gathering these types of deposits, however, could be substantially higher than theTraditional Bank deposits they replace, potentially decreasing the Bank's earnings. Due to the its historical success of growing loans and its overall use of non-core funding sources, the Bank has approached, and periodically during each quarter, has fallen short of its minimum internal policy limits for liquidity management, as set forth by the Bank's Board of Directors. As ofDecember 31, 2019 , the Bank was in compliance with all Board-approved liquidity policies, however, the Bank will likely continue to maintain its liquidity levels near the Bank's Board-approved minimums for the foreseeable future. It is also likely the Bank, as it manages its liquidity levels in order to maximize its overall earnings, will continue to fall short of these minimums on occasion in the future, particularly during the first quarter of each year when short-term Easy Advance loans are originated. Capital Table 33 - Capital Information pertaining to the Company's capital balances and ratios follows:December 31 , (dollars in thousands, except per share data) 2019 2018 2017 2016 2015 Stockholders' equity$ 764,244 $ 689,934 $ 632,424 $ 604,406 $ 576,547 Book value per share at December 31, 36.49 33.03 30.33 28.97 27.59 Tangible book value per share at December 31,* 35.41 31.98 29.27 27.89 26.87 Dividends declared per share - Class A Common Stock 1.056 0.968 0.869 0.825 0.781 Dividends declared per share - Class B Common Stock 0.960 0.880 0.790 0.750 0.710 Average stockholders' equity to average total assets 13.16 % 13.00 % 13.02 % 13.32 % 14.43 % Total risk-based capital 17.01 16.80 16.04 16.37 20.58 Common equity tier 1 capital 15.29 14.92 14.15 14.59 18.39 Tier 1 risk-based capital 16.11 15.81 15.06 15.55 19.69 Tier 1 leverage capital 13.93 14.11 13.21 13.54 14.82 Dividend payout ratio 24 26 39 37 46 Dividend yield 2.26 2.50 2.29 2.09 2.96
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*See Footnote 2 of Part II, Item 6 "Selected Financial Data" for additional detail.
Total stockholders' equity increased from
See Part II, Item 5. "Unregistered Sales of
Common Stock - The Class A Common shares are entitled to cash dividends equal to 110% of the cash dividend paid per share on Class B Common Stock. Class A Common shares have one vote per share and ClassB Common shares have ten votes per share. ClassB Common shares may be converted, at the option of the holder, to Class A Common shares on a share for share basis. The Class A Common shares are not convertible into any other class of Republic's capital stock. Dividend Restrictions -The Parent Company's principal source of funds for dividend payments are dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid to the Parent Company by the Bank without prior approval of the respective states' banking regulators. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year's net profits, combined with the retained net profits of the preceding two years. AtDecember 31, 2019 , the Bank could, without prior approval, declare dividends of approximately$151 million . 86 Table of Contents Regulatory Capital Requirements - The Company and the Bank are subject to capital regulations in accordance with Basel III, as administered by banking regulators. Regulatory agencies measure capital adequacy within a framework that makes capital requirements, in part, dependent on the individual risk profiles of financial institutions. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Republic's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Parent Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities and certain off-balance sheet items, as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators regarding components, risk weightings and other factors. Banking regulators have categorized the Bank as well-capitalized. For prompt corrective action, the regulations in accordance with Basel III define "well capitalized" as a 10.0%Total Risk-Based Capital ratio, a 6.5% Common Equity Tier 1Risk-Based Capital ratio, an 8.0% Tier 1Risk-Based Capital ratio, and a 5.0% Tier 1 Leverage ratio. Additionally, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, the Company and Bank must hold a capital conservation buffer of 2.5% composed of Common Equity Tier 1Risk-Based Capital above their minimum risk-based capital requirements. Republic continues to exceed the regulatory requirements forTotal Risk Based Capital ,Common Equity Tier I Risk Based Capital ,Tier I Risk Based Capital andTier I Leverage Capital . Republic and the Bank intend to maintain a capital position that meets or exceeds the "well-capitalized" requirements as defined by the FRB and theFDIC , in addition to the Capital Conservation Buffer. Republic's average stockholders' equity to average assets ratio was 13.16% atDecember 31, 2019 compared to 13.00% atDecember 31, 2018 . Formal measurements of the capital ratios for Republic and the Bank are performed by the Company at each quarter end. In 2005, RBCT, an unconsolidated trust subsidiary of Republic, was formed and issued$40 million in TPS. The sole asset of RBCT represents the proceeds of the offering loaned to Republic in exchange for a subordinated note with similar terms to the TPS. The RBCT TPS are treated as part of Republic'sTier I Capital . The subordinated note and related interest expense are included in Republic's consolidated financial statements. The subordinated note paid a fixed interest rate of 6.015% throughSeptember 30, 2015 and adjusted to 3-month LIBOR plus 1.42% on a quarterly basis thereafter. The subordinated note matures onDecember 31, 2035 and is redeemable at the Company's option on a quarterly basis. The Company chose not to redeem the subordinated note onJanuary 1, 2020 and is currently carrying the note at a cost of LIBOR plus 1.42%, or 3.38%. Off Balance Sheet Items
Summarized credit-related financial instruments, including both commitments to extend credit and letters of credit follows:
Table 34 - Off Balance Sheet Items
Maturity by Period Greater Greater than one than three Greater Less than year to
years to than five
Unused warehouse lines of credit$ 436,541 $ - $ - $ -$ 436,541 Unused home equity lines of credit 21,774 33,234 84,160 224,027 363,195 Unused loan commitments - other 605,832 79,809 21,019 50,997 757,657 Standby letters of credit 9,833 1,315 104 - 11,252 FHLB letter of credit 2,485 - - - 2,485
Total off balance sheet items
A portion of the unused commitments above are expected to expire or may not be fully used; therefore the total amount of commitments above does not necessarily indicate future cash requirements. 87 Table of Contents Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a client to a third party. The terms and risk of loss involved in issuing standby letters of credit are similar to those involved in issuing loan commitments and extending credit. Commitments outstanding under standby letters of credit totaled$11 million and$11 million atDecember 31, 2019 and 2018. In addition to credit risk, the Bank also has liquidity risk associated with standby letters of credit because funding for these obligations could be required immediately. The Bank does not deem this risk to be material.
At
Commitments to extend credit generally consist of unfunded lines of credit. These commitments generally have variable rates of interest.
Aggregate Contractual Obligations
In addition to owned banking facilities, the Bank has entered into long-term leasing arrangements to support the ongoing activities of the Company. The Bank also has required future payments for long-term and short-term debt as well as the maturity of time deposits. The required payments under such commitments follow:
Table 35 - Aggregate Contractual Obligations
Maturity by Period Greater Greater than one than three Greater Less than year to
years to than five
Deposits without a stated maturity*$ 2,304,365 $ - $ - $ -$ 2,304,365 Time deposits (including brokered CDs)* 259,526 123,321 66,015 - 448,862 Federal Home Loan Bank advances* 680,796 50,000 20,000 - 750,796 Subordinated note* - - - 41,240 41,240 Securities sold under agreements to repurchase* 167,617 - - - 167,617 Lease commitments 7,198 11,863 8,995 14,668 42,724 Other commitments** 15,871 4,673 3,934 1,455 25,933 Total contractual obligations$ 3,435,373 $ 189,857 $
98,944
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*Includes accrued interest.
**Primarily includes dividends declared on common stock, the Bank's SERP, and the Bank's significant long-term vendor contracts.
See Footnote 9 "Deposits" of Part II Item 8 "Financial Statements and Supplementary Data" for further information regarding the Bank's deposits.
See Footnote 11 "Federal Home Loan Bank Advances" of Part II Item 8 "Financial Statements and Supplementary Data" for further information regarding the Bank's FHLB advances. See Footnote 12 "Subordinated Note" of Part II Item 8 "Financial Statements and Supplementary Data" for further information regarding the Bank's subordinated note.
Securities sold under agreements to repurchase generally have indeterminate maturity periods and are predominantly included in the less than one-year category above.
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Lease commitments represent the total minimum lease payments under non-cancelable operating leases.
See Footnote 6 "Right-of-Use Assets and Operating Lease Liabilities" of Part II Item 8 "Financial Statements and Supplementary Data" for further information regarding the Bank's lease commitments.
See Footnote 18 "Benefit Plans" of Part II Item 8 "Financial Statements and Supplementary Data" for further information regarding the Bank's SERP commitments.
Asset/Liability Management and Market Risk
Asset/liability management is designed to ensure safety and soundness, maintain liquidity, meet regulatory capital standards and achieve acceptable net interest income based on the Bank's risk tolerance. Interest rate risk is the exposure to adverse changes in net interest income as a result of market fluctuations in interest rates. The Bank, on an ongoing basis, monitors interest rate and liquidity risk in order to implement appropriate funding and balance sheet strategies. Management considers interest rate risk to be a significant risk to the Bank's overall earnings and balance sheet.
The interest sensitivity profile of the Bank at any point in time will be impacted by a number of factors. These factors include the mix of interest sensitive assets and liabilities, as well as their relative pricing schedules. It is also influenced by changes in market interest rates, deposit and loan balances and other factors.
The Bank utilizes earnings simulation models as tools to measure interest rate sensitivity, including both a static and dynamic earnings simulation model. A static simulation model is based on current exposures and assumes a constant balance sheet. In contrast, a dynamic simulation model relies on detailed assumptions regarding changes in existing business lines, new business, and changes in management and customer behavior. While the Bank runs the static simulation model as one measure of interest rate risk, historically, the Bank has utilized a dynamic earnings simulation model as its primary interest rate risk tool to measure the potential changes in market interest rates and their subsequent effects on net interest income for a one-year time period. This dynamic model projects a "Base" case net interest income over the next 12 months and the effect on net interest income of instantaneous movements in interest rates between various basis point increments equally across all points on the yield curve. Many assumptions based on growth expectations and on the historical behavior of the Bank's deposit and loan rates and their related balances in relation to changes in interest rates are incorporated into this dynamic model. These assumptions are inherently uncertain and, as a result, the dynamic model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to the actual timing, magnitude and frequency of interest rate changes, the actual timing and magnitude of changes in loan and deposit balances, as well as the actual changes in market conditions and the application and timing of various management strategies as compared to those projected in the various simulated models. Additionally, actual results could differ materially from the model if interest rates do not move equally across all points on the yield curve. As ofDecember 31, 2019 , a dynamic simulation model was run for interest rate changes from "Down 200" basis points to "Up 300" basis points. The following table illustrates the Bank's projected percent change from its Base net interest income over the period beginningJanuary 1, 2020 and endingDecember 31, 2020 based on instantaneous movements in interest rates from Down 200 to Up 300 basis points equally across all points on the yield curve. The Bank's dynamic earnings simulation model includes secondary market loans fees and excludesTraditional Bank loan fees.
Table 36 - Bank Interest Rate Sensitivity at
Change in Rates (200) (100) +100 +200 +300 Basis Points Basis Points
Basis Points Basis Points Basis Points
% Change from base net interest income at December 31, 2019 (9.0) % (4.3) % 0.9 % 1.6 % 1.9 % % Change from base net interest income at December 31, 2018 NA (2.9) % 0.9 % 0.3 % (0.9) % The Bank's dynamic simulation model run forDecember 2019 projected a decrease in the Bank's net interest income for the Down 200 and 100 scenarios. The Up-100 through Up-300 scenarios forDecember 2019 reflected an increase in net interest income, with this increase more favorable than the comparable scenarios atDecember 2018 .December 2019 scenarios were less favorable thanDecember 2018 for the down-rate scenarios. The deterioration in the down-rate scenarios was generally due to the impact of rate 89
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decreases that have already occurred during 2019, as the Company now has less ability to lower its interest-bearing deposit rates in response to future rate decreases. The primary drivers behind changes in the up-rate scenarios are, generally, increases in variable rate assets, along with increases in low-beta deposits and decreases in high-beta deposits. In addition, the most recent 12-month forecast for market interest rates projected intermediate and long-term rates to be much lower than theDecember 2018 forecast. A large amount of the Company's financial instruments track closely with or are primarily indexed to either the FFTR, Prime, or LIBOR. These market rates trended higher fromDecember 2015 throughDecember 2018 but began trending lower again during 2019 as theFOMC reduced the FFTR by 75 basis points during the year. TheFOMC has provided guidance that additional changes to the FFTR will be data dependent and it could move higher or lower depending upon market conditions. Additional increases in short-term interest rates and overall market rates are generally believed by management to be favorable to the Bank's net interest income and net interest margin in the near term, while additional decreases in short-term interest rates and overall market rates are generally believed by management to be unfavorable to the Bank's net interest income and net interest margin in the near term. Increases in short-term interest rates, however, could have a negative impact on net interest income and net interest margin if the Bank is unable to maintain its deposit balances and the cost of those deposits at the levels assumed in its interest-rate-risk model. In addition, a further flattening or inversion of the yield curve, causing the spread between long-term interest rates and short-term interest rates to decrease, could negatively impact the Company's net interest income and net interest margin. Unknown variables, which may impact the Company's net interest income and net interest margin in the future, include, but are not limited to, the actual steepness of the yield curve, future demand for the Bank's financial products and the Bank's overall future liquidity needs.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
See the section titled "Asset/Liability Management and Market Risk" included under Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."
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