Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2023
or
◻ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 0-24649
REPUBLIC BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky
61-0862051
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
601 West Market Street, Louisville, Kentucky
40202
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (502) 584-3600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common
RBCAA
The Nasdaq Stock Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes ◻ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧ Yes ◻ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻
Accelerated filer ⌧
Non-accelerated filer ◻
Smaller reporting company ◻
Emerging growth company ◻
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ◻ Yes ☒ No
The number of shares outstanding of the registrant’s Class A Common Stock and Class B Common Stock, as of April 30, 2023 was 17,588,374 and 2,159,495.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements.
4
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
65
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
101
Item 4.
Controls and Procedures.
PART II — OTHER INFORMATION
Legal Proceedings.
Item 1A.
Risk Factors.
102
Unregistered Sales of Equity Securities and Use of Proceeds.
103
Item 6.
Exhibits.
104
SIGNATURES
105
2
GLOSSARY OF TERMS
The terms identified in alphabetical order below are used throughout this Form 10-Q. You may find it helpful to refer to this page as you read this report.
Term
Definition
ACH
Automated Clearing House
ACL
Allowance for Credit Losses
ACLC
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
ACLL
Allowance for Credit Losses on Loans
ACLS
Allowance for Credit Losses on Securities
AFS
Available for Sale
AOCI
Accumulated Other Comprehensive Income
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
Basic EPS
Basic earnings per Class A Common Share
BOLI
Bank Owned Life Insurance
BPO
Brokered Price Opinion
C&D
Construction and Development
C&I
Commercial and Industrial
CARES Act
Coronavirus Aid, Relief, and Economic Security Act
CBank Agreement
Agreement and Plan of Merger between Republic Bancorp, Inc., CBank, and RB&T
CECL
Current Expected Credit Losses
CMO
Collateralized Mortgage Obligation
Core Bank
The Traditional Banking, Warehouse Lending, and Mortgage Banking reportable segments of the Company
COVID
Coronavirus Disease of 2019
CRE
Commercial Real Estate
DDA
Demand Deposit Account
Diluted EPS
Diluted earnings per Class A Common Share
Economic Aid Act
Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act
ERA
Early Season Refund Advance
ESPP
Employee Stock Purchase Plan
EVP
Executive Vice President
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FFTR
Federal Funds Target Rate
FHLB
Federal Home Loan Bank
FHLMC
Federal Home Loan Mortgage Corporation
FICO
Fair Isaac Corporation
FNMA
Federal National Mortgage Association
FOMC
Federal Open Market Committee
FRB
Federal Reserve Bank
FTE
Full Time Equivalent
FTP
Funds Transfer Pricing
GAAP
Generally Accepted Accounting Principles in the United States
Green Dot
Green Dot Corporation
HEAL
Home Equity Amortizing Loan
HELOC
Home Equity Line of Credit
HTM
Held to Maturity
IRS
Internal Revenue Service
ITM
Interactive Teller Machine
Lawsuit
The lawsuit the Bank filed against Green Dot in the Delaware Court of Chancery on October 5, 2021
LGD
Loss Given Default
LIBOR
London Interbank Offered Rate
LOC
Line of Credit
LOC I
RCS product introduced in 2014 for which the Bank participates out a 90% interest and holds a 10% interest
LOC II
RCS product introduced in 2021 for which the Bank participates out a 95% interest and holds a 5% interest
LTV
Loan to Value
MBS
Mortgage Backed Securities
MSRs
Mortgage Servicing Rights
NA
Not Applicable
NIM
Net Interest Margin
NM
Not Meaningful
OBS
Off-Balance Sheet
OCI
Other Comprehensive Income
OREO
Other Real Estate Owned
OTTI
Other than Temporary Impairment
PCD
Purchased with Credit Deterioration
PD
Probability of Default
PPP
SBA's Paycheck Protection Program
Prime
The Wall Street Journal Prime Interest Rate
Provision
Provision for Expected Credit Loss Expense
PSU
Performance Stock Unit
RA
Refund Advance
RB&T / the Bank
Republic Bank & Trust Company
RCS
Republic Credit Solutions segment
Republic / the Company
Republic Bancorp, Inc.
RPG
Republic Processing Group
RPS
Republic Payment Solutions
RT
Refund Transfer
Sale Transaction
Sale contemplated in the May 13, 2021 Asset Purchase Agreement between the Bank and Green Dot
SBA
U.S. Small Business Administration
Settlement Agreement
The agreement between the Bank and Green Dot that settled the Lawsuit filed by the Bank against Green Dot
SEC
Securities and Exchange Commission
SSUAR
Securities Sold Under Agreements to Repurchase
TDR
Troubled Debt Restructuring
The Captive
Republic Insurance Services, Inc.
TRS
Tax Refund Solutions segment
TRS Purchase Agreement
May 13, 2021 Asset Purchase Agreement for the sale of substantially all of the Bank's TRS assets and operations to Green Dot
TRUP
Trust Preferred Security Investment
Warehouse
Warehouse Lending segment
3
Item 1. Financial Statements.
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands)
March 31,
December 31,
2023
2022
ASSETS
Cash and cash equivalents
$
249,289
313,689
Available-for-sale debt securities, at fair value (amortized cost of $650,379 in 2023 and $663,003 in 2022, allowance for credit losses of $3 in 2023 and $0 in 2022)
612,948
620,365
Held-to-maturity debt securities (fair value of $111,796 in 2023 and $87,357 in 2022, allowance for credit losses of $10 in 2023 and $10 in 2022)
112,108
87,386
Equity securities with readily determinable fair value
107
111
Mortgage loans held for sale, at fair value
1,034
1,302
Consumer loans held for sale, at fair value
4,688
4,706
Consumer loans held for sale, at the lower of cost or fair value
12,744
13,169
Loans (loans carried at fair value of $0 in 2023 and $2 in 2022)
4,774,234
4,515,802
Allowance for credit losses
(96,121)
(70,413)
Loans, net
4,678,113
4,445,389
Federal Home Loan Bank stock, at cost
25,939
9,146
Premises and equipment, net
33,672
31,978
Right-of-use assets
36,245
37,017
Goodwill
41,618
16,300
Other real estate owned
1,529
1,581
Bank owned life insurance
102,322
101,687
Low-income housing tax credit investments
73,901
75,324
Other assets and accrued interest receivable
87,834
76,393
TOTAL ASSETS
6,074,091
5,835,543
LIABILITIES
Deposits:
Noninterest-bearing
2,013,957
1,908,768
Interest-bearing
2,785,711
2,629,077
Total deposits
4,799,668
4,537,845
Securities sold under agreements to repurchase and other short-term borrowings
134,412
216,956
Operating lease liabilities
37,031
37,809
Federal Home Loan Bank advances
108,000
95,000
Low-income housing tax credit obligations
42,437
43,609
Other liabilities and accrued interest payable
70,341
47,711
Total liabilities
5,191,889
4,978,930
Commitments and contingent liabilities (Footnote 10)
—
STOCKHOLDERS’ EQUITY
Preferred stock, no par value
Class A Common Stock, no par value, 30,000,000 shares authorized, 17,597,874 shares (2023) and 17,584,928 shares (2022) issued and outstanding; Class B Common Stock, no par value, 5,000,000 shares authorized, 2,159,495 shares (2023) and 2,159,495 shares (2022) issued and outstanding
4,648
Additional paid in capital
142,601
141,694
Retained earnings
763,027
742,250
Accumulated other comprehensive (loss) income
(28,074)
(31,979)
Total stockholders’ equity
882,202
856,613
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
See accompanying footnotes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share data)
Three Months Ended
INTEREST INCOME:
Loans, including fees
92,609
61,570
Taxable investment securities
4,603
2,059
Federal Home Loan Bank stock and other
3,144
481
Total interest income
100,356
64,110
INTEREST EXPENSE:
Deposits
4,878
879
248
28
2,588
36
Total interest expense
7,714
943
NET INTEREST INCOME
92,642
63,167
Provision for expected credit loss expense for on-balance sheet exposures (loans and investment securities)
26,766
9,226
NET INTEREST INCOME AFTER PROVISION
65,876
53,941
NONINTEREST INCOME:
Service charges on deposit accounts
3,299
3,226
Net refund transfer fees
10,807
12,051
Mortgage banking income
800
2,657
Interchange fee income
3,051
3,070
Program fees
3,241
3,854
Increase in cash surrender value of bank owned life insurance
635
612
Net losses on other real estate owned
(53)
Contract termination fee
5,000
Other
901
592
Total noninterest income
22,681
31,009
NONINTEREST EXPENSE:
Salaries and employee benefits
29,961
29,312
Technology, equipment, and communication
7,228
7,214
Occupancy
3,406
3,440
Marketing and development
1,574
1,348
FDIC insurance expense
637
419
Interchange related expense
1,499
1,117
Legal and professional fees
1,061
1,365
Merger expense
2,073
5,004
4,366
Total noninterest expense
52,443
48,581
INCOME BEFORE INCOME TAX EXPENSE
36,114
36,369
INCOME TAX EXPENSE
8,022
8,019
NET INCOME
28,092
28,350
BASIC EARNINGS PER SHARE:
Class A Common Stock
1.42
Class B Common Stock
1.30
1.29
DILUTED EARNINGS PER SHARE:
5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
Net income
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gain (loss) on AFS debt securities
5,205
(21,249)
Unrealized gain on AFS debt security for which a portion of OTTI has been recognized in earnings
24
Total other comprehensive loss before income tax
5,210
(21,225)
Tax effect
(1,305)
5,308
Total other comprehensive loss, net of tax
3,905
(15,917)
COMPREHENSIVE INCOME
31,997
12,433
6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
Three Months Ended March 31, 2023
Common Stock
Accumulated
Class A
Class B
Additional
Total
Shares
Paid In
Retained
Comprehensive
Stockholders’
Outstanding
Amount
Capital
Earnings
Income (Loss)
Equity
Balance, January 1, 2023
17,585
2,160
Net change in AOCI
Dividends declared on Common Stock:
Class A Shares ($0.374 per share)
(6,581)
Class B Shares ($0.340 per share)
(734)
Stock options exercised, net of shares withheld
(84)
Conversion of Class B to Class A Common Shares
Repurchase of Class A Common Stock
Net change in notes receivable on Class A Common Stock
84
Deferred compensation - Class A Common Stock:
Directors
110
Designated key employees
7
221
Employee stock purchase plan - Class A Common Stock
162
Stock-based awards - Class A Common Stock:
Performance stock units
39
Restricted stock
173
Stock options
202
Balance, March 31, 2023
17,598
Three Months Ended March 31, 2022
Balance, January 1, 2022
17,816
2,165
4,702
139,956
688,522
1,874
835,054
Class A Shares ($0.341 per share)
(6,081)
Class B Shares ($0.310 per share)
(671)
1
(48)
60
129
179
163
38
156
Balance, March 31, 2022
17,834
4,703
140,795
710,120
(14,043)
841,575
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
OPERATING ACTIVITIES:
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization on investment securities and low-income housing investments
1,438
1,391
Net accretion and amortization on loans
(618)
(1,256)
Unrealized and realized losses on equity securities with readily determinable fair value
118
Depreciation of premises and equipment
1,594
2,038
Amortization of mortgage servicing rights
490
668
Provision for on-balance sheet exposures
Provision for off-balance sheet exposures
210
(12)
Net gain on sale of mortgage loans held for sale
(420)
(2,460)
Origination of mortgage loans held for sale
(15,942)
(100,661)
Proceeds from sale of mortgage loans held for sale
16,630
119,212
Net gain on sale of consumer loans held for sale
(2,534)
(3,117)
Origination of consumer loans held for sale
(207,222)
(245,214)
Proceeds from sale of consumer loans held for sale
210,199
256,280
Writedowns of other real estate owned
52
Deferred compensation expense - Class A Common Stock
331
308
Stock-based awards and ESPP expense - Class A Common Stock
438
381
(635)
(612)
Net change in other assets and liabilities:
Accrued interest receivable
(2,502)
451
Accrued interest payable
33
Other assets
(3,858)
795
Other liabilities
18,120
14,897
Net cash provided by operating activities
70,736
80,868
INVESTING ACTIVITIES:
Net cash proceeds paid in acquisition
(40,970)
Purchases of available-for-sale debt securities
(25,000)
(115,777)
Purchases of held-to-maturity debt securities
Proceeds from calls, maturities and paydowns of equity and available-for-sale debt securities
54,066
15,944
Proceeds from calls, maturities and paydowns of held-to-maturity debt securities
278
5,508
Net change in outstanding warehouse lines of credit
(53,805)
160,350
Net change in other loans
10,939
(54,869)
Purchase of Federal Home Loan Bank stock
(16,793)
Investments in low-income housing tax partnerships
(1,172)
(3,645)
Net purchases of premises and equipment
(1,688)
(323)
Net cash (used in) provided by investing activities
(99,145)
7,188
FINANCING ACTIVITIES:
Net change in deposits
40,145
246,688
Net change in securities sold under agreements to repurchase and other short-term borrowings
(82,544)
(3,149)
Payments of Federal Home Loan Bank advances
Proceeds from Federal Home Loan Bank advances
13,000
20,000
Net proceeds from Class A Common Stock purchased through employee stock purchase plan
138
139
Net proceeds from option exercises and equity awards vested - Class A Common Stock
Cash dividends paid
(6,646)
(6,075)
Net cash (used in) provided by financing activities
(35,991)
232,555
NET CHANGE IN CASH AND CASH EQUIVALENTS
(64,400)
320,611
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
756,971
CASH AND CASH EQUIVALENTS AT END OF PERIOD
1,077,582
SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION:
Cash paid during the period for:
Interest
7,611
910
Income taxes
471
470
SUPPLEMENTAL NONCASH DISCLOSURES:
Mortgage servicing rights capitalized
127
974
Right-of-use assets recorded
772
4,538
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –MARCH 31, 2023 and 2022 AND DECEMBER 31, 2022 (UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation — The consolidated financial statements include the accounts of Republic Bancorp, Inc. (the “Parent Company”) and its wholly owned subsidiaries, Republic Bank & Trust Company and Republic Insurance Services, Inc. As used in this filing, the terms “Republic,” the “Company,” “we,” “our,” and “us” refer to Republic Bancorp, Inc., and, where the context requires, Republic Bancorp, Inc. and its subsidiaries. The term “Bank” refers to the Company’s subsidiary bank: Republic Bank & Trust Company. The term “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 in Louisville, Kentucky. The Bank is a Kentucky-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 across the U.S. The Captive is a Nevada-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.
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to the consolidated financial statements and footnotes thereto included in Republic’s Form 10-K for the year ended December 31, 2022.
As of March 31, 2023, the Company was divided into five reportable segments: Traditional Banking, Warehouse, Mortgage Banking, TRS, and RCS. Management considers the first three segments to collectively constitute “Core Bank” or “Core Banking” operations, while the last two segments collectively constitute RPG operations.
9
Traditional Banking segment — The Traditional Banking segment provides traditional banking products primarily to customers in the Company’s market footprint. As of March 31, 2023, Republic had 45 banking centers with locations as follows:
●
Kentucky — 29
Metropolitan Louisville — 18
Central Kentucky — 7
Georgetown — 1
Lexington — 5
Shelbyville — 1
Northern Kentucky — 4
Covington — 1
Crestview Hills — 1
Florence — 1
Southern Indiana — 3
Floyds Knobs — 1
Jeffersonville — 1
New Albany — 1
Metropolitan Tampa, Florida — 7
Metropolitan Cincinnati, Ohio — 4
Metropolitan Nashville, Tennessee — 2
Republic’s headquarters are in Louisville, which is the largest city in Kentucky based on population.
Traditional Banking results of operations are primarily dependent upon net interest income, which represents the difference between the interest income and fees on interest-earning assets and the interest expense on interest-bearing liabilities. Principal interest-earning Traditional Banking assets represent investment securities and commercial and consumer loans primarily secured by real estate and/or personal property. Interest-bearing liabilities primarily consist of interest-bearing deposit accounts, securities sold under agreements to repurchase, as well as short-term and long-term borrowing sources. FHLB advances have traditionally been a significant borrowing source for the Bank.
Other sources of Traditional Banking income include service charges on deposit accounts, debit and credit card interchange fee income, title insurance commissions, and increases in the cash surrender value of BOLI.
Traditional Banking operating expenses consist primarily of salaries and employee benefits; technology, equipment, and communication; occupancy; interchange related expense; marketing and development; FDIC insurance expense, and various other general and administrative costs. Traditional Banking results of operations are significantly impacted by general economic and competitive conditions, particularly changes in market interest rates, government laws and policies, and actions of regulatory agencies.
Warehouse Lending segment — The Core Bank provides short-term, revolving credit facilities to mortgage bankers across the United States through mortgage warehouse lines of credit. These credit facilities are primarily secured by single-family, first-lien residential real estate loans. The credit facility enables the mortgage banking clients to close single-family, first-lien residential real estate loans in their own name and temporarily fund their inventory of these closed loans until the loans are sold to investors approved by the Bank. Individual loans are expected to remain on the warehouse line for an average of 15 to 30 days. Advances for Reverse mortgage loans and construction loans typically remain on the line longer than conventional mortgage loans. Interest income and loan fees are accrued for each individual advance during the time the advance remains on the warehouse line and collected when the loan is sold. The Core Bank receives the sale proceeds of each loan directly from the investor and applies the funds to pay off the warehouse advance and related accrued interest and fees. The remaining proceeds are credited to the mortgage-banking client.
10
Mortgage Banking segment — Mortgage Banking activities primarily include 15-, 20- and 30-year fixed-term, single-family, first-lien residential real estate loans that are originated and sold into the secondary market, primarily to the FHLMC and the FNMA. The Bank typically retains servicing on loans sold into the secondary market. Administration of loans with servicing retained by the Bank includes collecting principal and interest payments, escrowing funds for property taxes and property insurance, and remitting payments to secondary market investors. The Bank receives fees for performing these standard servicing functions.
As part of the sale of loans with servicing retained, the Bank records MSRs. MSRs represent an estimate of the present value of future cash servicing income, net of estimated costs, which the Bank expects to receive on loans sold with servicing retained by the Bank. MSRs are capitalized as separate assets. This transaction is posted to net gain on sale of loans, a component of “Mortgage Banking income” in the income statement. Management considers all relevant factors, in addition to pricing considerations from other servicers, to estimate the fair value of the MSRs to be recorded when the loans are initially sold with servicing retained by the Bank. The carrying value of MSRs is initially amortized in proportion to and over the estimated period of net servicing income and subsequently adjusted quarterly based on the weighted average remaining life of the underlying loans. The MSR amortization is recorded as a reduction to net servicing income, a component of Mortgage Banking income.
With the assistance of an independent third-party, the MSRs asset is reviewed at least quarterly for impairment based on the fair value of the MSRs using groupings of the underlying loans based on predominant risk characteristics. Any impairment of a grouping is reported as a valuation allowance. 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 would be expected to increase as prepayment speeds on the underlying loans would be expected to decline.
Tax Refund Solutions segment — Through the TRS segment, the Bank is one of a limited number of financial institutions that facilitates the receipt and payment of federal and state tax refund products and offers a credit product through third-party tax preparers located throughout the U.S., as well as tax-preparation software providers (collectively, the “Tax Providers”). The majority of all the business generated by the TRS business occurs during the first half of each year. During the second half of each year, TRS generates limited revenue and incurs costs preparing for the next year’s tax season. TRS also originated $98 million of ERAs during December 2022 related to estimated tax returns that were anticipated to be filed during the first quarter 2023 tax filing season.
RTs are fee-based products whereby a tax refund is issued to the taxpayer after the Bank has received the refund from the federal or state government. There is no credit risk or borrowing cost associated with these products because they are only delivered to the taxpayer upon receipt of the tax refund directly from the governmental paying authority. Fees earned by the Company on RTs, net of revenue share, are reported as noninterest income under the line item “Net refund transfer fees.”
The RA credit product is a loan made in conjunction with the filing of a taxpayer’s federal tax return, which allows the taxpayer to borrow funds as an advance of a portion of their tax refund. The RA product had the following features during the first quarters of 2023 and 2022:
The ERA credit product is also a loan that allows a taxpayer to borrow funds as an advance of a portion of their tax refund. Unlike the RA product described immediately above, however, which is originated in conjunction with the filing of the taxpayer’s federal tax return, an ERA is originated prior to the filing of the taxpayer’s federal tax return and prior to the taxpayer receiving their year-end
11
taxable income documentation, e.g., W-2. As such, the Company generally uses paystub information to estimate the potential tax refund and to underwrite the ERA. The repayment of the ERA is incumbent upon the taxpayer client returning to the Bank’s Tax Provider for the filing of their federal tax return in order for the tax refund to potentially be received by the Bank from the federal government to pay off the advance. The ERA product related to the first quarter 2023 tax filing season had the following features:
The Company reports fees paid for the RAs, including ERAs, as interest income on loans. RAs that were originated related to the first quarter 2022 tax season were repaid, on average, within 32 days after the taxpayer’s tax return was submitted to the applicable taxing authority. RAs do not have a contractual due date but the Company considered a RA, related to the first quarter 2022 tax season, delinquent if it remained unpaid 35 days after the taxpayer’s tax return was submitted to the applicable taxing authority. The number of days for delinquency eligibility is based on management’s annual analysis of tax return processing times. Provisions on RAs are estimated when advances are made. Unpaid RAs, including ERAs, related to the first quarter tax season of a given year are charged-off by June 30th of that year, with RAs collected during the second half of that year recorded as recoveries of previously charged-off loans.
Related to the overall credit losses on RAs, including ERAs, 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 RA approval model is based primarily on the prior-year’s tax refund payment patterns. Because the substantial majority of the RA volume occurs each year before that year’s tax refund payment 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 payment patterns change materially between years.
In response to changes in the legal, regulatory, and competitive environment, management annually reviews and revises the RA, including the ERA, product parameters. Further changes in the RA product parameters do not ensure positive results and could have an overall material negative impact on the performance of all RA product offerings and therefore on the Company’s financial condition and results of operations.
Cancelled Sale Transaction – As previously disclosed, Green Dot paid RB&T a contract termination fee of $5.0 million during the first quarter of 2022 related to the cancelled Sale Transaction.
Republic Payment Solutions division
RPS is currently managed and operated within the TRS segment. The RPS division offers general-purpose reloadable prepaid cards, payroll debit cards, and limited-purpose demand deposit accounts with linked debit cards as an issuing bank through third-party service providers. Until the operating results of the RPS division are material to the Company’s overall results of operations, they will be reported as part of the TRS segment. The Company does not expect to report the RPS division as a separate reportable segment until such time, if any, that it meets quantitative reporting thresholds.
The Company reports fees related to RPS programs under Program fees. Additionally, the Company’s portion of interchange revenue generated by prepaid card transactions is reported as noninterest income under “Interchange fee income.”
Republic Credit Solutions segment — Through the RCS segment, the Bank offers consumer credit products. In general, the credit products are unsecured, small dollar consumer loans that are dependent on various factors. RCS loans typically earn a higher yield but also have higher credit risk compared to loans originated through the Traditional Banking segment, with a significant portion of RCS
12
clients considered subprime or near-prime borrowers. The Bank uses third-party service providers for certain services such as marketing and loan servicing of RCS loans. Additional information regarding consumer loan products offered through RCS follows:
The Bank sells participation interests in this product. These participation interests are a 90% interest in advances made to borrowers under the borrower’s line-of-credit account, and the participation interests are generally sold three business days following the Bank’s funding of the associated advances. Although the Bank retains a 10% participation interest in each advance, it maintains 100% ownership of the underlying LOC I account with each borrower. Loan balances held for sale through this program are carried at the lower of cost or fair value.
The Bank sells participation interests in this product. These participation interests are a 95% interest in advances made to borrowers under the borrower’s line-of-credit account, and the participation interests are generally sold three business days following the Bank’s funding of the associated advances. Although the Bank retains a 5% participation interest in each advance, it maintains 100% ownership of the underlying LOC II account with each borrower. Loan balances held for sale through this program are carried at the lower of cost or fair value.
The Company reports interest income and loan origination fees earned on RCS loans under “Loans, including fees,” while any gains or losses on sale and mark-to-market adjustments of RCS loans are reported as noninterest income under “Program fees.”
13
Recently Adopted Accounting Standards
The following ASUs were adopted by the Company during the three months ended March 31, 2023:
Method of
Financial
ASU. No.
Topic
Nature of Update
Date Adopted
Adoption
Statement Impact
2022-02
Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures
This ASU eliminates the TDR recognition and measurement guidance and, instead, requires the Company to evaluate (consistent with the accounting for other loan modifications) whether a modification represents a new loan or a continuation of an existing loan. This ASU also enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.This ASU requires the Company to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross writeoff information must be included in the vintage disclosures required for the Company in accordance with ASC 326-20-50-6, which requires that the Company disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. (see Note 5 in this section of the filing)
January 1, 2023
Prospectively
Immaterial
2022-06
Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848
This ASU extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. In 2021, the UK Financial Conduct Authority (FCA) delayed the intended cessation date of certain tenors of USD LIBOR to June 30, 2023.
Immaterial. The Company ceased making new loans and renewing loans indexed to LIBOR on January 1, 2022.
14
The following not-yet-effective ASUs were issued since the Company’s most recently filed Form 10-K and are considered relevant to the Company’s financial statements.
Date Adoption
Expected
Required
Method
Financial Impact
2022-03
Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject toContractual Sale Restrictions
This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.
January 1, 2024
2023-02
Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force)
This ASU allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.
The Company is currently analyzing the impact of this ASU on its financial statements.
2023-01
Leases (Topic 842): Common Control Arrangements
This ASU requires entities to determine whether a related party arrangement between entities under common control is a lease. If the arrangement is determined to be a lease, an entity must classify and account for the lease on the same basis as an arrangement with a related party (on the basis of legally enforceable terms and conditions).
15
2. ACQUISITION OF CBANK
OVERVIEW
On March 15, 2023, the Company completed its acquisition of CBank (“CBank”), and its wholly owned bank subsidiary Commercial Industrial Finance (“CIF”), for approximately $51 million in cash. The primary reason for the acquisition of CBank was to expand the Company’s footprint in the Cincinnati, Ohio metropolitan statistical area.
ACQUISITION SUMMARY
The following table provides a summary of the assets acquired and liabilities assumed as recorded by CBank, the preliminary fair value adjustments necessary to adjust those acquired assets and assumed liabilities to fair value, and the preliminary fair values of those assets and liabilities as recorded by the Company. As provided for under GAAP, management has up to 12 months following the date of acquisition to finalize the fair values of the acquired assets and assumed liabilities. The preliminary fair value adjustments and the preliminary resultant fair values shown in the following table continue to be evaluated by management and may be subject to further adjustment.
March 15, 2023
As Recorded
Fair Value
by CBank
Adjustments (1)
by Republic (1)
Assets acquired:
10,030
Investment securities
16,463
(4)
a
16,459
Loans
221,707
(4,219)
b
217,488
Allowance for loan and lease losses
(2,953)
1,353
c
(1,600)
218,754
(2,866)
215,888
954
(954)
d
Core deposit intangible
2,844
e
35
f
197
7,067
(320)
g
6,747
Total assets acquired
253,430
(1,265)
252,165
Liabilities assumed:
42,160
179,487
31
h
179,518
221,647
221,678
4,709
96
i
4,805
Total liabilities assumed
226,356
226,483
Net assets acquired
27,074
(1,392)
25,682
Cash consideration paid
(51,000)
25,318
16
Explanation of preliminary fair value adjustments:
Adjustments
Fair value adjustment - acquired non PCD loans
(4,251)
Fair value adjustment - acquired PCD loans
75
Eliminate unrecognized loan fees on acquired loans
(43)
Net loan fair value adjustments
Reversal of historical CBank allowance for credit losses on loans
2,953
Estimate of lifetime credit losses for PCD loans
Net change in allowance for credit losses
Goodwill of approximately $25 million, which is the excess of the merger consideration over the fair value of net assets acquired, is expected to be recorded in the CBank acquisition and is the result of expected operational synergies and other factors. This goodwill is all attributable to the Company’s Traditional Banking segment and is expected to be deductible for tax purposes. To the extent that management revises any of the above fair value adjustments as a result of its continuing evaluation, the amount of goodwill recorded in the CBank acquisition will change.
17
CBANK CONTRIBUTION FOR THE REPORTING PERIOD
The Company’s consolidated statements of income include the impact of the Company’s CBank acquisition for the three months ended March 31, 2023. Because the current levels of revenue and net earnings for CBank are not material to the Company’s consolidated statements of income, supplemental pro forma disclosures have been omitted. The results of operations of the assets acquired and liabilities assumed in the Company’s CBank acquisition, inclusive of any pre-acquisition related costs, are summarized in the following table:
Non-Acquisition
Acquisition
Related
625
47
685
295
390
Provision for expected credit loss expense
2,684
(2,684)
(2,294)
32
40
76
106
182
51
55
(81)
2,199
b,d
2,230
233
2,224
2,457
(4,908)
(4,711)
(171)
(164)
190
(4,737)
(4,547)
Explanation of acquisition-related items:
18
3. INVESTMENT SECURITIES
Available-for-Sale Debt Securities
The following tables summarize the amortized cost, fair value, and ACLS of AFS debt securities and the corresponding amounts of related gross unrealized gains and losses recognized in AOCI:
Gross
Allowance
Amortized
Unrealized
for
Fair
March 31, 2023 (in thousands)
Cost
Gains
Losses
Credit Losses
Value
U.S. Treasury securities and U.S. Government agencies
416,388
(21,771)
394,617
Private label mortgage-backed security
721
1,289
2,010
Mortgage-backed securities - residential
192,614
134
(16,066)
176,682
Collateralized mortgage obligations
24,884
69
(1,302)
23,651
Corporate bonds
12,017
(27)
(3)
11,987
Trust preferred security
3,755
246
4,001
Total available-for-sale debt securities
650,379
1,738
(39,166)
December 31, 2022 (in thousands)
436,333
(25,193)
411,141
843
1,284
2,127
189,312
(17,455)
171,873
22,774
21
(1,427)
21,368
10,000
10,001
3,741
114
3,855
663,003
1,437
(44,075)
Held-to-Maturity Debt Securities
The following tables summarize the amortized cost, fair value, and ACLS of HTM debt securities and the corresponding amounts of related gross unrecognized gains and losses:
Unrecognized
100,000
(234)
99,772
27
(1)
26
6,989
58
(133)
6,914
4,977
(18)
4,959
(10)
Obligations of state and political subdivisions
125
Total held-to-maturity debt securities
112,118
64
(386)
111,796
75,000
75,106
7,270
54
(148)
7,176
4,974
(49)
4,925
124
87,396
160
(199)
87,357
Sales of Available-for-Sale Debt Securities
During the three months ended March 31, 2023 and 2022, there were no gains or losses on sales or calls of AFS debt securities.
19
Debt Securities by Contractual Maturity
The amortized cost and fair value of debt securities by contractual maturity as of March 31, 2023 follow. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are detailed separately.
Available-for-Sale
Held-to-Maturity
Debt Securities
Due in one year or less
50,468
49,327
Due from one year to five years
377,937
357,277
104,977
104,731
Due from five years to ten years
Due beyond ten years
Total debt securities
Unrealized-Loss Analysis on Debt Securities
The following tables summarize AFS debt securities in an unrealized loss position for which an ACLS had not been recorded as of March 31, 2023 and December 31, 2022, aggregated by investment category and length of time in a continuous unrealized loss position:
Less than 12 months
12 months or more
Available-for-sale debt securities:
204,723
(6,741)
189,895
(15,030)
394,618
62,400
(6,174)
101,703
(9,892)
164,103
11,444
(750)
8,151
(552)
19,595
1,986
280,553
(13,692)
299,749
(25,474)
580,302
December 31, 2023 (in thousands)
229,372
(7,139)
171,676
(18,054)
401,048
105,274
(7,434)
65,520
(10,021)
170,794
20,418
(1,426)
20,424
355,064
(15,999)
237,202
(28,076)
592,266
As of March 31, 2023, the Bank’s security portfolio consisted of 198 securities, 162 of which were in an unrealized loss position.
As of December 31, 2022, the Bank’s security portfolio consisted of 179 securities, 163 of which were in an unrealized loss position.
As of March 31, 2023 and December 31, 2022, there were no holdings of debt securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.
Private Label Mortgage-Backed Security
The Bank owns one private label mortgage-backed security with a total carrying value of $2 million as of March 31, 2023. This security is mostly backed by “Alternative A” first-lien mortgage loans, but also has an insurance “wrap” or guarantee as an added layer of protection to the security holder. This asset is illiquid, and as such, the Bank determined it to be a Level 3 security in accordance with ASC Topic 820, Fair Value Measurement. Based on this determination, the Bank utilized an income valuation model (“present value model”) approach in determining the fair value of the security. This approach is beneficial for positions that are not traded in active markets or are subject to transfer restrictions, and/or where valuations are adjusted to reflect illiquidity and/or non-
20
transferability. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support for this investment.
See additional discussion regarding the Bank’s private label mortgage-backed security under Footnote 11 “Fair Value” in this section of the filing.
Mortgage-Backed Securities and Collateralized Mortgage Obligations
As of March 31, 2023, with the exception of the $2 million private label mortgage-backed security, all other mortgage-backed securities and CMOs held by the Bank were issued by U.S. government-sponsored entities and agencies, primarily the FHLMC and FNMA. As of March 31, 2023 and December 31, 2022, there were gross unrealized losses of $17.4 million and $18.9 million related to AFS mortgage-backed securities and CMOs. Because these unrealized losses are attributable to changes in interest rates and illiquidity, and not credit quality, and because the Bank does not have the intent to sell these securities, and it is likely that it will not be required to sell the securities before their anticipated recovery, management does not consider these securities to have OTTI.
Roll-forward of the Allowance for Credit Losses on Debt Securities
The table below presents a roll-forward for the three months ended March 31, 2023 and 2022 of the ACLS on AFS and HTM debt securities:
ACLS Roll-forward
Three Months Ended March 31,
Beginning
Charge-
Ending
Balance
offs
Recoveries
Available-for-Sale Securities:
Corporate Bonds
Held-to-Maturity Securities:
(7)
The Company’s ACLS on its HTM corporate bonds during the three months ended March 31, 2023 remains unchanged from December 31, 2022.
There were no HTM debt securities on nonaccrual or past due 90 days or more as of March 31, 2023 and December 31, 2022. All of the Company’s HTM corporate bonds were rated investment grade as of March 31, 2023 and December 31, 2022.
There were no HTM debt securities considered collateral dependent as of March 31, 2023 and December 31, 2022.
Accrued interest on AFS debt securities is presented as a component of other assets on the Company’s balance sheet and is excluded from the ACLS. Accrued interest on AFS debt securities totaled $3 million and $2 million as of March 31, 2023 and December 31, 2022. Accrued interest receivable on HTM debt securities totaled $1 million and $92,000 as of March 31, 2023 and December 31, 2022.
Pledged Debt Securities
Debt securities pledged to secure public deposits, securities sold under agreements to repurchase, and debt securities held for other purposes, as required or permitted by law, were as follows:
March 31, 2023
December 31, 2022
Amortized cost
146,011
236,047
Fair value
133,652
217,562
Carrying amount
Equity Securities
The carrying value, gross unrealized gains and losses, and fair value of equity securities with readily determinable fair values were as follows:
Freddie Mac preferred stock
Total equity securities with readily determinable fair values
For equity securities with readily determinable fair values, the gross realized and unrealized gains and losses recognized in the Company’s consolidated statements of income were as follows:
Gains (Losses) Recognized on Equity Securities
Realized
(6)
Community Reinvestment Act mutual fund
(112)
Total equity securities with readily determinable fair value
(118)
22
4. LOANS HELD FOR SALE
In the ordinary course of business, the Bank originates for sale mortgage loans and consumer loans. Mortgage loans originated for sale are primarily originated and sold into the secondary market through the Bank’s Mortgage Banking segment, while consumer loans originated for sale are originated and sold through the RCS segment.
Mortgage Loans Held for Sale, at Fair Value
See additional detail regarding mortgage loans originated for sale, at fair value under Footnote 12 “Mortgage Banking Activities” of this section of the filing.
Consumer Loans Held for Sale, at Fair Value
The Bank offers RCS installment loans with terms ranging from 12 to 60 months to borrowers in multiple states. Balances originated under this RCS installment loan program are carried as “held for sale” on the Bank’s balance sheet, with the intent to sell generally within sixteen days following the Bank’s origination of the loans. Loans originated under this RCS installment loan program are carried at fair value under a fair-value option, with the portfolio marked to market monthly.
Activity for consumer loans held for sale and carried at fair value was as follows:
Balance, beginning of period
19,747
22,797
96,732
Proceeds from the sale of consumer loans held for sale
(23,560)
(106,648)
745
1,878
Balance, end of period
11,709
Consumer Loans Held for Sale, at the Lower of Cost or Fair Value
RCS originates for sale 90% or 95% of the balances from its line-of-credit products and 100% for some of its healthcare receivables products. Ordinary gains or losses on the sale of these RCS products are reported as a component of “Program fees.”
Activity for consumer loans held for sale and carried at the lower of cost or market value was as follows:
2,937
184,425
148,482
(186,639)
(149,632)
1,789
1,239
3,026
23
5. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The composition of the loan portfolio follows:
Traditional Banking:
Residential real estate:
Owner occupied
972,214
911,427
Nonowner occupied
328,529
321,358
Commercial real estate
1,682,573
1,599,510
Construction & land development
167,829
153,875
Commercial & industrial
478,101
413,387
Lease financing receivables
73,270
10,505
Aircraft
184,344
179,785
Home equity
250,050
241,739
Consumer:
Credit cards
16,775
15,473
Overdrafts
775
726
Automobile loans
5,267
6,731
Other consumer
5,450
626
Total Traditional Banking
4,165,177
3,855,142
Warehouse lines of credit*
457,365
403,560
Total Core Banking
4,622,542
4,258,702
Republic Processing Group*:
Tax Refund Solutions:
Refund Advances
31,665
97,505
Other TRS commercial & industrial loans
8,327
51,767
Republic Credit Solutions
111,700
107,828
Total Republic Processing Group
151,692
257,100
Total loans**
Total loans, net
*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. See table directly below for expanded detail.
The following table reconciles the contractually receivable and carrying amounts of loans:
Contractually receivable
4,781,284
4,519,136
Unearned income
(714)
(835)
Unamortized premiums
169
99
Unaccreted discounts
(4,100)
(479)
PPP net unamortized deferred origination (fees) and costs
(91)
Other net unamortized deferred origination (fees) and costs
(2,321)
(2,028)
Carrying value of loans
Credit Quality Indicators
The following tables include loans by segment, risk category, and, for non-revolving loans, origination year. Loan segments and risk categories as of March 31, 2023 remain unchanged from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Regarding origination year, loan extensions and renewals are generally considered originated in the year extended or renewed unless the loan is classified as a loan modification (formerly TDR.) Loan extensions and renewals classified as loan modifications (formerly TDRs) generally receive no change in origination date upon extension or renewal.
Revolving Loans
Term Loans Amortized Cost Basis by Origination Year
Converted
As of March 31, 2023
2021
2020
Prior
Cost Basis
to Term
Residential real estate owner occupied:
Risk Rating
Pass or not rated
71,391
221,178
189,378
186,685
280,428
749
949,809
Special Mention
7,002
7,049
Substandard
1,297
1,361
1,160
11,538
15,356
Doubtful
71,438
222,475
190,739
187,845
298,968
YTD Gross Charge-offs
Residential real estate nonowner occupied:
19,017
74,848
88,212
51,821
86,161
8,364
328,423
30
49
88,239
86,240
Commercial real estate:
57,928
457,789
389,353
213,912
377,754
22,947
113,157
1,632,840
586
10,897
4,000
30,808
142
46,433
3,300
58,514
468,686
393,353
411,862
23,089
Construction and land development:
28,475
106,203
29,978
1,958
642
275
298
Commercial and industrial:
47,157
112,078
89,610
20,170
73,499
115,529
3,707
461,750
508
12,817
1,752
255
15,332
1,019
112,586
102,427
76,270
115,784
Lease financing receivables:
12,346
31,683
14,896
7,298
6,229
72,452
818
7,047
Aircraft:
13,640
62,951
51,083
33,033
23,432
184,139
205
23,637
Home equity:
248,978
966
25
Term Loans Amortized Cost Basis by Origination Year (Continued)
563
1,864
868
133
5,272
19,528
28,228
29
878
5,301
28,267
305
325
Warehouse:
TRS:
39,992
RCS:
10,577
18,530
1,668
1,059
29,120
49,864
110,818
882
50,746
3,099
Grand Total:
261,094
1,087,124
855,046
516,069
882,537
954,478
126,275
4,682,623
633
11,405
16,817
39,592
503
68,950
1,398
16,958
1,848
22,661
Grand Total
261,727
1,099,826
873,261
517,229
939,087
956,829
3,404
3,430
As of December 31, 2022
2019
231,638
189,495
188,004
71,306
208,296
888,739
7,240
7,400
1,230
1,103
1,501
1,460
9,994
15,288
232,868
190,758
189,505
72,766
225,530
78,337
91,778
55,058
32,803
57,053
6,147
321,176
120
150
91,808
57,205
451,327
394,317
210,055
117,928
253,213
25,499
99,791
1,552,130
3,124
11,870
21,296
9,967
318
46,575
805
454,451
406,187
139,224
263,985
25,817
107,153
43,289
638
641
373
1,781
116,483
82,431
17,944
36,254
36,367
103,257
4,865
397,601
536
13,239
1,756
15,786
117,019
95,670
38,123
103,512
5,469
1,964
542
1,548
982
65,399
54,749
35,085
16,888
7,454
179,575
7,664
240,704
171
864
415
499
168
2,531
4,328
15,573
23,514
42
2,540
4,361
23,556
1,274
1,290
149,272
11,659
22,357
2,273
1,264
602
29,594
50,589
106,679
1,149
51,738
11,390
1,078,578
860,795
508,758
280,501
597,660
990,235
110,803
4,427,330
3,660
25,269
18,995
744
69,964
1,133
1,469
11,162
2,013
18,508
1,083,468
887,197
510,259
303,266
627,817
992,992
24,323
24,369
The following table presents the activity in the ACLL by portfolio class:
ACLL Roll-forward
CBank
Adjustment*
8,909
(120)
8,798
8,647
(331)
8,358
2,831
2,895
2,700
45
2,746
23,739
1,041
24,827
23,769
854
24,624
4,123
329
4,452
4,128
(235)
3,893
3,976
1,008
90
5,676
3,487
3,412
648
1,350
91
109
449
461
357
378
4,628
4,660
4,111
(70)
4,044
996
112
(40)
1,080
934
(39)
944
(247)
595
683
188
(214)
59
716
87
(16)
66
186
(36)
151
135
229
(31)
356
314
(75)
241
50,709
1,600
2,984
254
55,216
49,407
327
(263)
145
49,616
Warehouse lines of credit
1,009
1,144
2,126
(401)
1,725
51,718
3,119
56,360
51,533
(74)
51,341
Republic Processing Group:
3,797
21,715
285
25,797
8,315
93
184
(403)
362
14,807
1,839
(3,099)
13,780
12,948
1,395
(2,673)
11,945
18,695
23,647
518
39,761
13,044
9,307
20,315
70,413
(3,430)
96,121
64,577
9,233
(2,936)
782
71,656
* The net fair value adjustment to ACLL includes an estimate of lifetime credit losses for Purchased Credit Deteriorated loans.
The cumulative loss rate used as the basis for the estimate of the Company’s ACLL as of March 31, 2023 was primarily based on a static pool analysis of each of the Company’s loan pools using the Company’s loss experience from 2013 through 2023, supplemented by qualitative factor adjustments for current and forecasted conditions. The Company employs one-year forecasts of unemployment and CRE values within its ACLL model, with reversion to long-term averages following the forecasted period. The cumulative loss rate within the Company’s ACLL also includes estimated losses based on an individual evaluation of loans which are either collateral dependent or which do not share risk characteristics with pooled loans, e.g., Loan Modifications.
For its CRE loan pool, the Company employed a one-year forecast of CRE vacancy rates through March 31, 2022 but discontinued use of this forecast during the second quarter of 2022 in favor of a one-year forecast of general CRE values. This change in forecast method had no material impact on the Company’s ACLL.
Nonperforming Loans and Nonperforming Assets
Detail of nonperforming loans, nonperforming assets, and select credit quality ratios follows:
(dollars in thousands)
Loans on nonaccrual status*
15,833
15,562
Loans past due 90-days-or-more and still on accrual**
777
756
Total nonperforming loans
16,610
16,318
Total nonperforming assets
18,139
17,899
Credit Quality Ratios - Total Company:
Nonperforming loans to total loans
0.35
%
0.36
Nonperforming assets to total loans (including OREO)
0.38
0.40
Nonperforming assets to total assets
0.30
0.31
Credit Quality Ratios - Core Bank:
0.34
0.37
0.32
*
Loans on nonaccrual status include collateral-dependent loans.
**
Loans past due 90-days-or-more and still accruing consist of smaller balance consumer loans.
The following tables present the recorded investment in nonaccrual loans and loans past due 90-days-or-more and still on accrual by class of loans:
Past Due 90-Days-or-More
Nonaccrual
and Still Accruing Interest*
13,046
13,388
117
1,568
1,001
904
815
206
* Loans past due 90-days-or-more and still accruing consist of smaller balance consumer loans.
Interest Income
Loans with
Loans without
Recognized
on Nonaccrual Loans*
222
12,824
181
903
Consumer
239
1,213
14,620
231
* Includes interest income for loans on nonaccrual as of the beginning of the period that were paid off during the period.
2,252
11,136
230
56
61
630
44
226
46
3,324
12,238
951
Nonaccrual loans and loans past due 90-days-or-more and still on accrual both include smaller balance, primarily retail, homogeneous loans. Nonaccrual loans are typically returned to accrual status when all the principal and interest amounts contractually due are brought current and held current for six consecutive months and future contractual payments are reasonably assured. Loan Modifications (formerly TDRs prior to the adoption of ASU 2022-02) on nonaccrual status are reviewed for return to accrual status on an individual basis, with additional consideration given to performance under the modified terms.
Delinquent Loans
The following tables present the aging of the recorded investment in loans by class of loans:
30 - 59
60 - 89
90 or More
Days
Delinquent
Delinquent*
Delinquent**
Current
2,587
1,195
929
4,711
967,503
1,681,971
63
249,987
16,745
663
5,254
5,444
2,784
1,203
1,550
5,537
4,159,640
4,617,005
18,450
13,215
406
7,921
7,685
3,269
11,731
99,969
26,541
30,587
121,105
29,325
4,472
2,327
36,124
4,738,110
Delinquency ratio***
0.61
0.09
0.05
0.76
* All loans past due 90-days-or-more, excluding small balance consumer loans, were on nonaccrual status.
** Delinquent status may be determined by either the number of days past due or number of payments past due.
*** Represents total loans 30-days-or-more past due by aging category divided by total loans.
2,382
1,185
1,267
4,834
906,593
604
1,598,906
177
413,210
175
241,564
50
15,418
158
566
6,720
43
582
3,478
1,285
6,060
3,849,082
4,252,642
6,488
1,956
9,200
98,628
247,900
9,966
2,053
15,260
4,500,542
0.22
0.07
* All loans past due 90-days-or-more, excluding smaller balance consumer loans, were on nonaccrual status.
Collateral-Dependent Loans
The following table presents the amortized cost basis of collateral-dependent loans by class of loans:
Secured
by Real
by Personal
Estate
Property
17,011
18,057
77
1,602
967
19,657
243
20,215
236
Collateral-dependent loans are generally secured by real estate or personal property. If there is insufficient collateral value to secure the Company’s recorded investment in these loans, they are charged down to collateral value less estimated selling costs, when selling costs are applicable. Selling costs range from 10% to 13%, with those percentages based on annual studies performed by the Company.
Loan Modification Disclosures Pursuant to ASU 2022-02
The following table shows the amortized cost of loans and leases as of March 31, 2023 that were both experiencing financial difficulty and modified during the three months ended March 31, 2023, segregated by portfolio segment and type of modification. The following tables shows the amortized cost of loans and leases modified by type.
Amortized Cost Basis of Modified Financing Receivables
March 31, 2023 (dollars in thousands)
Loans (#)
Rate Reduction ($)
Term Extension ($)
Principal Deferral ($)
265
344
72
537
Total Loan Modifications
521
Total Loan Modification by Type
Accruing
Nonaccruing
Recorded investment ($)
Term extension
Principal deferral
416
681
The following tables show the percentage of the amortized cost of loans and leases that were modified to borrowers in financial distress as compared to the amortized cost of each segment of financing receivable.
Accruing Loan Modifications
% of Total
of Financing
Cost Basis ($)
Receivable
Total Accruing Loan Modifications
Nonaccruing Loan Modifications
609
0.06
0.03
Total Nonaccruing Loan Modifications
0.01
There were no commitments to lend additional amounts to the borrowers included in the previous table.
The Company closely monitors the performance of loans and leases that have been modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table shows the performance of such loans and leases that have been modified during the three months ended March 31, 2023.
30-89 Days
90+ Days
Past Due
There were no modified loans and leases that had a payment default during the three months ended March 31, 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.
Upon the Company’s determination that a modified loan or lease has subsequently been deemed uncollectible, the loan or lease is written off. Therefore, the amortized cost of the loan is reduced by the uncollectible amount and the allowance for loan and lease losses is adjusted by the same amount.
34
Troubled Debt Restructuring (TDR) Disclosures Prior to the Adoption of ASU 2022-02
A summary of the categories of TDR loan modifications by respective performance as of March 31, 2022 that were modified during the three months ended March 31, 2022 follows:
Troubled Debt
Restructurings
Performing to
Not Performing to
Modified Terms
Number of
Recorded
March 31, 2022 (dollars in thousands)
Investment
Residential real estate loans (including home equity loans):
Legal modification
Total residential TDRs
Consumer loans:
258
Total consumer TDRs
Total troubled debt restructurings
264
814
The classification between nonperforming and performing was determined at the time of modification. Modification programs focus on extending maturity dates or modifying payment patterns with most TDRs experiencing a combination of concessions. Modifications do not result in the contractual forgiveness of principal or interest. There were no modifications during the three months ended March 31, 2022 that resulted in an interest rate below market rate.
There were no TDRs which had a payment default within the twelve months following modification during the three months ended March 31, 2022. Default occurs when a loan or lease is 90 days or more past due under the modified terms or transferred to nonaccrual.
The following table shows the recorded investment of loans and leases classified as troubled debt restructurings as of December 31, 2022.
December 31, 2022 (dollars in thousands)
Rate reduction
67
6,305
242
70
6,547
699
3,149
377
73
3,526
141
10,153
619
10,772
Commercial related and construction/land development loans:
847
Total commercial TDRs
848
2,320
393
2,323
2,466
11,407
2,475
12,026
There was no significant change between the pre and post modification loan balances for the three months ending March 31, 2022.
There were no loans modified as troubled debt restructurings within the previous 12 months of March 31, 2022 for which there was a payment default during the three months ended March 31, 2022.
Foreclosures
The following table presents the carrying amount of foreclosed properties held as a result of the Bank obtaining physical possession of such properties:
Total other real estate owned
The following table presents the recorded investment in consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to requirements of the applicable jurisdiction:
Recorded investment in consumer residential real estate mortgage loans in the process of foreclosure
546
909
The Company’s TRS segment offered its RA product during the first two months of 2023 and 2022, along with its ERA product which was offered during December 2022 and the first two weeks of 2023. The ERA originations during December 2022 and the first two weeks of 2023 were made in relation to estimated tax returns that were anticipated to be filed during the first quarter 2023 tax season. Each year, all unpaid RAs, including ERAs, are charged off by June 30th, and each quarter thereafter, any credits to the Provision for RAs, including ERAs, match the recovery of previously charged-off accounts.
Information regarding RAs follows:
Refund Advances originated
737,047
311,207
Net charge to the Provision for RAs, including ERAs
Provision as a percentage of RAs, including ERAs, originated during the first quarter
2.95
2.67
6. DEPOSITS
The composition of the deposit portfolio follows:
Core Bank:
Demand
1,272,086
1,336,082
Money market accounts
794,710
707,272
Savings
316,947
323,015
Reciprocal money market
123,486
28,635
Individual retirement accounts (1)
36,334
38,640
Time deposits, $250 and over (1)
46,687
54,855
Other certificates of deposit (1)
176,257
129,324
Reciprocal time deposits (1)
13,273
7,405
Total Core Bank interest-bearing deposits
2,779,780
2,625,228
Total Core Bank noninterest-bearing deposits
1,471,180
1,464,493
Total Core Bank deposits
4,250,960
4,089,721
5,931
3,849
Total RPG interest-bearing deposits
Brokered prepaid card deposits
390,052
328,655
Other noninterest-bearing deposits
152,725
115,620
Total RPG noninterest-bearing deposits
542,777
444,275
Total RPG deposits
548,708
448,124
37
7. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER SHORT-TERM BORROWINGS
Securities sold under agreements to repurchase consist of short-term excess funds from correspondent banks, repurchase agreements, and overnight liabilities to deposit clients arising from the Bank’s treasury management program. While comparable to deposits in their transactional nature, these overnight liabilities to clients are in the form of repurchase agreements. Repurchase agreements collateralized by securities 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. Should the fair value of currently pledged securities fall below the associated repurchase agreements, the Bank would be required to pledge additional securities. To mitigate the risk of under collateralization, the Bank typically pledges at least two percent more in securities than the associated repurchase agreements. All such securities are under the Bank’s control.
As of March 31, 2023 and December 31, 2022, all securities sold under agreements to repurchase had overnight maturities. Additional information regarding securities sold under agreements to repurchase follows:
Outstanding balance at end of period
Weighted average interest rate at end of period
0.45
0.41
Fair value of securities pledged:
254,296
Total securities pledged
Average outstanding balance during the period
202,910
300,169
Weighted average interest rate during the period
0.49
0.04
Maximum outstanding at any month end during the period
224,067
299,376
8. RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES
The Company records as operating lease liabilities the present value of its required minimum lease payments plus any amounts probable of being owed under a residual value guarantee. Offsetting these operating lease liabilities, the Company records right-of-use assets for the underlying leased property.
As of March 31, 2023, the Company was under 45 separate and distinct operating lease contracts to lease the land and/or buildings for 36 of its offices, with 12 such operating leases contracted with a related party of the Company. As of March 31, 2023, payments on 22 of the Company’s operating leases were considered variable because such payments were adjustable based on periodic changes in the Consumer Price Index.
The Company recorded a renewal to one of its third-party leases during the first quarter of 2023 with a total right-of-use asset value of $772,000.
The following table presents information concerning the Company’s operating lease expense recorded as a noninterest expense within the “Occupancy” category for the three months ended March 31, 2023 and 2022:
Operating lease expense:
Related Party:
Variable lease expense
1,224
1,265
Fixed lease expense
Third-Party:
311
389
345
Total operating lease expense
1,983
1,842
Other information concerning operating leases:
Cash paid for amounts included in the measurement of operating lease liabilities
1,730
1,705
Cash paid for variable rent payments not included in measurement of operating lease liabilities
Short-term lease payments not included in the measurement of lease liabilities
The following table presents the weighted average remaining term and weighted average discount rate for the Company’s non-short-term operating leases as of March 31, 2023 and December 31, 2022:
Weighted average remaining term in years
8.19
8.44
Weighted average discount rate
2.13
2.10
The following table presents a maturity schedule of the Company’s operating lease liabilities based on undiscounted cash flows, and a reconciliation of those undiscounted cash flows to the operating lease liabilities recognized on the Company’s balance sheet as of March 31, 2023:
Year (in thousands)
Related Party
Third-Party
2,988
1,932
4,920
2024
3,726
2,316
6,042
2025
3,570
1,782
5,352
2026
3,640
1,483
5,123
2027
3,680
4,840
Thereafter
11,751
3,630
15,381
Total undiscounted cash flows
29,355
12,303
41,658
Discount applied to cash flows
(3,143)
(1,484)
(4,627)
Total discounted cash flows reported as operating lease liabilities
26,212
10,819
9. FEDERAL HOME LOAN BANK ADVANCES
FHLB advances were as follows:
Overnight advances
88,000
Fixed interest rate advances
Total FHLB advances
Each FHLB advance is payable at its maturity date, with a prepayment penalty for fixed rate advances that are paid off earlier than maturity. FHLB advances are collateralized by a blanket pledge of eligible real estate loans. As of March 31, 2023 and December 31, 2022, Republic had available borrowing capacity of $930 million and $899 million, respectively, from the FHLB. In addition to its borrowing capacity with the FHLB, Republic also had unsecured lines of credit totaling $125 million available through various other financial institutions as of March 31, 2023 and December 31, 2022.
Aggregate future principal payments on FHLB advances based on contractual maturity and the weighted average cost of such advances are detailed below:
Weighted
Average
Year (dollars in thousands)
Principal
Rate
4.86
1.89
4.31
Due to their nature, the Bank considers average balance information more meaningful than period-end balances for its overnight borrowings from the FHLB. Information regarding overnight FHLB advances follows:
225,344
1,711
4.43
0.15
485,000
25,000
The following table illustrates real estate loans pledged to collateralize advances and letters of credit with the FHLB:
First lien, single family residential real estate
1,159,090
1,106,287
Home equity lines of credit
223,472
219,644
41
10. OFF BALANCE SHEET RISKS, COMMITMENTS AND CONTINGENT LIABILITIES
Commitments to Extend Credit
The Company, in the normal course of business, is party to financial instruments with off balance sheet risk. These financial instruments primarily include commitments to extend credit and standby letters of credit. The contract or notional amounts of these instruments reflect the potential future obligations of the Company pursuant to those financial instruments. Creditworthiness for all instruments is evaluated on a case-by-case basis in accordance with the Company’s credit policies. Collateral from the client may be required based on the Company’s credit evaluation of the client and may include business assets of commercial clients, as well as personal property and real estate of individual clients or guarantors.
The Company also extends binding commitments to clients and prospective clients. Such commitments assure a borrower of financing for a specified period of time at a specified rate. The risk to the Company under such loan commitments is limited by the terms of the contracts. For example, the Company may not be obligated to advance funds if the client’s financial condition deteriorates or if the client fails to meet specific covenants.
An approved but unfunded loan commitment represents a potential credit risk and a liquidity risk, since the Company’s client(s) may demand immediate cash that would require funding. In addition, unfunded loan commitments represent interest rate risk as market interest rates may rise above the rate committed to the Company’s client. Since a portion of these loan commitments normally expire unused, the total amount of outstanding commitments at any point in time may not require future funding.
The following table presents the Company’s commitments, exclusive of Mortgage Banking loan commitments, for each period ended:
Unused warehouse lines of credit
540,135
733,940
Unused home equity lines of credit
419,814
410,057
Unused loan commitments - other
1,027,617
951,021
Standby letters of credit
8,819
9,735
FHLB letter of credit
643
Total commitments
1,996,618
2,105,396
Standby letters of credit are conditional commitments issued by the Company 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. In addition to credit risk, the Company also has liquidity risk associated with standby letters of credit because funding for these obligations could be required immediately. The Company does not deem this risk to be material.
The following tables present a roll-forward of the ACLC for the three months ended March 31, 2023 and 2022:
ACLC Roll-forward
Loan Commitments
198
154
(24)
130
332
341
247
256
Unused construction lines of credit
384
547
383
367
374
268
287
1,250
1,052
1,040
The Company increased its ACLC during the three months ended March 31, 2023 based on an increase in the expected loss rate for its unused commitments.
11. FAIR VALUE
Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Bank used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Available-for-sale debt securities: Except for the Bank’s U.S. Treasury securities, its private label mortgage-backed security, and its TRUP investment, the fair value of AFS debt securities is typically determined by matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
The Bank’s U.S. Treasury securities are based on quoted market prices (Level 1 inputs) and considered highly liquid.
The Bank’s private label mortgage-backed security remains illiquid, and as such, the Bank classifies this security as a Level 3 security in accordance with ASC Topic 820, Fair Value Measurement. Based on this determination, the Bank utilized an income valuation model (present value model) approach in determining the fair value of this security.
See in this section of the filing under Footnote 3 “Investment Securities” for additional discussion regarding the Bank’s private label mortgage-backed security.
The Company acquired its TRUP investment in 2015 and considered the most recent bid price for the same instrument to approximate market value as of March 31, 2023. The Company’s TRUP investment is considered highly illiquid and also valued using Level 3 inputs, as the most recent bid price for this instrument is not always considered generally observable.
Equity securities with readily determinable fair value: Quoted market prices in an active market are available for the Bank’s CRA mutual fund investment and fall within Level 1 of the fair value hierarchy.
The fair value of the Company’s Freddie Mac preferred stock is determined by matrix pricing, as described above (Level 2 inputs).
Mortgage loans held for sale, at fair value: The fair value of mortgage loans held for sale is determined using quoted secondary market prices. Mortgage loans held for sale are classified as Level 2 in the fair value hierarchy.
Consumer loans held for sale, at fair value: The fair value for these loans is based on contractual sales terms, Level 3 inputs.
Consumer loans held for investment, at fair value: The Bank held an immaterial amount of consumer loans at fair value through a consumer loan program the Company is currently unwinding. The fair value of these loans was based on the discounted cash flows of the underlying loans, Level 3 inputs. Further disclosure of these loans is considered immaterial and thus omitted.
Mortgage Banking derivatives: Mortgage Banking derivatives used in the ordinary course of business primarily consist of mandatory forward sales contracts (“forward contracts”) and interest rate lock loan commitments. The fair value of the Bank’s derivative instruments is primarily measured by obtaining pricing from broker-dealers recognized to be market participants. The pricing is derived from market observable inputs that can generally be verified and do not typically involve significant judgment by the Bank. Forward contracts and rate lock loan commitments are classified as Level 2 in the fair value hierarchy.
Interest rate swap agreements: Interest rate swaps are recorded at fair value on a recurring basis. The Company values its interest rate swaps using a third-party valuation service and classifies such valuations as Level 2. Valuations of these interest rate swaps are also received from the relevant dealer counterparty and validated against the Company’s calculations. The Company has considered counterparty credit risk in the valuation of its interest rate swap assets and has considered its own credit risk in the valuation of its interest rate swap liabilities.
Collateral-dependent loans: Collateral-dependent loans generally reflect partial charge-downs to their respective fair value, which is commonly based on recent real estate appraisals or BPOs. These appraisals or BPOs may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the process by the independent experts to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Collateral-dependent loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Other real estate owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals or BPOs. These appraisals or BPOs may utilize a single approach or a combination of approaches, including comparable sales and the income approach. Adjustments are routinely made in the process by the independent experts to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value.
Appraisals for collateral-dependent loans, impaired premises and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Bank. Once the appraisal is received, a member of the Bank’s CCAD reviews the assumptions and approaches utilized in the appraisal, as well as the overall resulting fair value in comparison with independent data sources, such as recent market data or industry-wide statistics. On at least an annual basis, the Bank performs a back test of collateral appraisals by comparing actual selling prices on recent collateral sales to the most recent appraisal of such collateral. Back tests are performed for each collateral class, e.g., residential real estate or commercial real estate, and may lead to additional adjustments to the value of unliquidated collateral of similar class.
Mortgage servicing rights: At least quarterly, MSRs are evaluated for impairment based upon the fair value of the MSRs as compared to carrying amount. If the carrying amount of an individual tranche exceeds fair value, impairment is recorded, and the respective individual tranche is carried at fair value. If the carrying amount of an individual tranche does not exceed fair value, impairment is reversed if previously recognized and the carrying value of the individual tranche is based on the amortization method. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and can generally be validated against available market data (Level 2).
Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Bank has elected the fair value option, are summarized below. Information as of March 31, 2023 is presented net of any applicable ACL.
Fair Value Measurements at
March 31, 2023 Using:
Quoted Prices in
Significant
Active Markets
for Identical
Observable
Unobservable
Assets
Inputs
(Level 1)
(Level 2)
(Level 3)
Financial assets:
174,871
219,746
432,066
6,011
Equity securities with readily determinable fair value:
Mortgage loans held for sale
Consumer loans held for sale
Rate lock loan commitments
Mandatory forward contracts
Interest rate swap agreements
6,852
Financial liabilities:
December 31, 2022 Using:
193,385
217,756
420,998
5,982
Consumer loans held for investment
8,127
All transfers between levels are generally recognized at the end of each quarter. There were no transfers into or out of Level 1, 2, or 3 assets during the three months ended March 31, 2023 and 2022.
The following table presents a reconciliation of the Bank’s private label mortgage-backed security measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
2,731
Total gains or losses included in earnings:
Net change in unrealized gain
Principal paydowns
(122)
(153)
2,602
The fair value of the Bank’s single private label mortgage-backed security is supported by analysis prepared by an independent third-party. The third-party’s approach to determining fair value involved several steps: 1) detailed collateral analysis of the underlying mortgages, including consideration of geographic location, original loan-to-value and the weighted average FICO score of the borrowers; 2) collateral performance projections for each pool of mortgages underlying the security (probability of default, severity of default, and prepayment probabilities) and 3) discounted cash flow modeling.
The significant unobservable inputs in the fair value measurement of the Bank’s single private label mortgage-backed security are prepayment rates, probability of default and loss severity in the event of default. Significant fluctuations in any of those inputs in isolation would result in a significantly different fair value measurement.
Quantitative information about recurring Level 3 fair value measurement inputs for the Bank’s single private label mortgage-backed security follows:
Valuation
Technique
Unobservable Inputs
Range
Discounted cash flow
(1) Constant prepayment rate
4.5% - 4.7%
(2) Probability of default
1.8% - 9.3%
(3) Loss severity
25% - 35%
Trust Preferred Security
The following table presents a reconciliation of the Company’s TRUP measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
3,847
Discount accretion
132
(136)
3,725
The fair value of the Company’s TRUP investment is based on the most recent bid price for this instrument, as provided by a third-party broker.
48
Mortgage Loans Held for Sale
The Bank has elected the fair value option for mortgage loans held for sale. These loans are intended for sale and the Bank believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loans and in accordance with Bank policy for such instruments. None of these loans were past due 90-days-or-more or on nonaccrual as of March 31, 2023 and December 31, 2022.
The aggregate fair value, contractual balance, and unrealized gain were as follows:
Aggregate fair value
Contractual balance
1,005
Unrealized (loss) gain
The total amount of gains and losses from changes in fair value included in earnings for the three months ended March 31, 2023 and 2022 for mortgage loans held for sale are presented in the following table:
Interest income
204
Change in fair value
(8)
(706)
Total included in earnings
53
(502)
Consumer Loans Held for Sale
RCS carries loans originated through its installment loan program at fair value. Interest income is recorded based on the contractual terms of the loan and in accordance with Bank policy for such instruments. None of these loans were past due 90-days-or-more or on nonaccrual as of March 31, 2023 and December 31, 2022.
The significant unobservable inputs in the fair value measurement of the Bank’s short-term installment loans are the net contractual premiums and level of loans sold at a discount price. Significant fluctuations in any of those inputs in isolation would result in a significantly lower/higher fair value measurement.
The following table presents quantitative information about recurring Level 3 fair value measurement inputs for installment loans:
Contract Terms
(1) Net Premium
0.15%
(2) Discounted Sales
10.00%
The aggregate fair value, contractual balance, and unrealized gain on consumer loans held for sale, at fair value, were as follows:
4,713
4,734
(25)
(28)
The total amount of net gains from changes in fair value included in earnings for consumer loans held for sale, at fair value, are presented in the following table:
765
2,890
(37)
768
2,853
Assets measured at fair value on a non-recurring basis are summarized below:
Collateral-dependent loans:
1,270
Total collateral-dependent loans*
2,149
Other real estate owned:
1,456
906
2,362
Residential real estate
The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis:
(Weighted
Average)
Collateral-dependent loans - residential real estate owner occupied
Sales comparison approach
Adjustments determined for differences between comparable sales
0% - 22% (5%)
Collateral-dependent loans - commercial real estate
16% (16%)
Other real estate owned - commercial real estate
39% (39%)
0% - 41% (11%)
Collateral-dependent loans are generally measured for loss using the fair value for reasonable disposition of the underlying collateral. The Bank’s practice is to obtain new or updated appraisals or BPOs on the loans subject to the initial review and then to evaluate the need for an update to this value on an as-necessary or possibly annual basis thereafter (depending on the market conditions impacting the value of the collateral). The Bank may discount the valuation amount as necessary for selling costs and past due real estate taxes. If a new or updated appraisal or BPO is not available at the time of a loan’s loss review, the Bank may apply a discount to the existing value of an old valuation to reflect the property’s current estimated value if it is believed to have deteriorated in either: (i) the physical or economic aspects of the subject property or (ii) material changes in market conditions. The review generally results in a partial charge-off of the loan if fair value, less selling costs, are below the loan’s carrying value. Collateral-dependent loans are valued within Level 3 of the fair value hierarchy.
Collateral-dependent loans are as follows:
Provision on collateral-dependent loans
(19)
Details of other real estate owned carrying value and write downs follows:
Other real estate owned carried at fair value
Total carrying value of other real estate owned
Other real estate owned write-downs during the years ended
211
Other real estate owned write-downs during the period
The carrying amounts and estimated exit price fair values of all financial instruments follow:
March 31, 2023:
Carrying
Level 1
Level 2
Level 3
Assets:
Available-for-sale debt securities
Held-to-maturity debt securities
Equity securities with readily determinable fair values
4,488,620
Federal Home Loan Bank stock
16,074
5,316
10,758
Mortgage servicing rights
8,406
16,554
Liabilities:
Noninterest-bearing deposits
Transaction deposits
2,513,160
Time deposits
272,551
259,421
106,490
342
December 31, 2022:
4,276,423
13,572
2,462
11,110
8,769
17,592
2,398,853
230,224
223,912
93,044
12. MORTGAGE BANKING ACTIVITIES
Mortgage Banking activities primarily include residential mortgage originations and servicing.
Activity for mortgage loans held for sale, at fair value, was as follows:
29,393
15,942
100,661
Proceeds from the sale of mortgage loans held for sale
(16,630)
(119,212)
420
2,460
13,302
The following table presents the components of Mortgage Banking income:
Net gain realized on sale of mortgage loans held for sale
2,733
Net change in fair value recognized on loans held for sale
Net change in fair value recognized on rate lock loan commitments
94
(962)
Net change in fair value recognized on forward contracts
86
Net gain recognized
Loan servicing income
870
865
(490)
(668)
Change in mortgage servicing rights valuation allowance
Net servicing income recognized
380
Total Mortgage Banking income
Activity for capitalized mortgage servicing rights was as follows:
9,196
Additions
Amortized to expense
Change in valuation allowance
9,502
There was no valuation allowance for capitalized mortgage servicing rights for the three months ended March 31, 2023 and 2022.
Other information relating to mortgage servicing rights follows:
Fair value of mortgage servicing rights portfolio
17,145
Monthly weighted average prepayment rate of unpaid principal balance*
Discount rate
10.22
10.21
Weighted average foreclosure rate
0.08
0.10
Weighted average life in years
7.64
7.54
Rates are applied to individual tranches with similar characteristics.
Mortgage Banking derivatives used in the ordinary course of business primarily consist of mandatory forward sales contracts and interest rate lock loan commitments. Mandatory forward contracts represent future commitments to deliver loans at a specified price and date or to purchase TBA securities and are used to manage interest rate risk on loan commitments and mortgage loans held for sale. Interest rate lock loan commitments represent commitments to fund loans at a specific rate. These derivatives involve underlying items, such as interest rates, and are designed to transfer risk. Substantially all of these instruments expire within 90 days from the date of issuance. Notional amounts are amounts on which calculations and payments are based, but which do not represent credit exposure, as credit exposure is limited to the amounts required to be received or paid.
Mandatory forward contracts also contain an element of risk in that the counterparties may be unable to meet the terms of such agreements. In the event the counterparties fail to deliver commitments or are unable to fulfill their obligations, the Bank could potentially incur significant additional costs by replacing the positions at then current market rates. The Bank manages its risk of exposure by limiting counterparties to those banks and institutions deemed appropriate by management and the Board of Directors. The Bank does not expect any counterparty to default on their obligations and therefore, the Bank does not expect to incur any cost related to counterparty default.
The Bank is exposed to interest rate risk on loans held for sale and rate lock loan commitments. As market interest rates fluctuate, the fair value of mortgage loans held for sale and rate lock commitments will decline or increase. To offset this interest rate risk the Bank enters into derivatives, such as mandatory forward contracts to sell loans or purchase TBA securities. The fair value of these mandatory forward contracts will fluctuate as market interest rates fluctuate, and the change in the value of these instruments is expected to largely, though not entirely, offset the change in fair value of loans held for sale and rate lock commitments. The objective of this activity is to minimize the exposure to losses on rate loan lock commitments and loans held for sale due to market interest rate fluctuations. The net effect of derivatives on earnings will depend on risk management activities and a variety of other factors, including: market interest rate volatility; the amount of rate lock commitments that close; the ability to fill the forward contracts before expiration; and the time period required to close and sell loans.
The following table includes the notional amounts and fair values of mortgage loans held for sale and mortgage banking derivatives as of the period ends presented:
Notional
Included in Mortgage loans held for sale:
Included in other assets:
5,174
4,118
2,936
Included in other liabilities:
4,009
57
13. INTEREST RATE SWAPS
Non-hedge Interest Rate Swaps
The Bank enters 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.
Interest rate swap contracts involve the risk of dealing with counterparties and their ability to meet contractual terms. When the fair value of a derivative instrument contract is positive, this generally indicates that the counterparty or client owes the Bank, and results in credit risk to the Bank. When the fair value of a derivative instrument contract is negative, the Bank owes the client or counterparty, and therefore, has no credit risk.
A summary of the Bank’s interest rate swaps related to clients is included in the following table:
Bank Position
Interest rate swaps with Bank clients - Assets
Pay variable/receive fixed
50,941
2,131
40,032
1,386
Interest rate swaps with Bank clients - Liabilities
77,830
(4,721)
91,636
(6,742)
Interest rate swaps with Bank clients - Total
128,771
(2,590)
131,668
(5,356)
Offsetting interest rate swaps with institutional swap dealer - Assets
Pay fixed/receive variable
4,721
6,742
Offsetting interest rate swaps with institutional swap dealer - Liabilities
(2,131)
(1,386)
Offsetting interest rate swaps with institutional swap dealer - Total
2,590
5,356
257,542
263,336
The Bank is required to pledge securities as collateral when the Bank is in a net loss position for all swaps with dealer counterparties when such net loss positions exceed $250,000. The fair value of cash or investment securities pledged as collateral by the Bank to cover such net loss positions totaled $590,000 and $560,000 as of March 31, 2023 and December 31, 2022.
14. EARNINGS PER SHARE
The Company calculates earnings per share under the two-class method. Under the two-class method, earnings available to common shareholders for the period are allocated between Class A Common Stock and Class B Common Stock according to dividends declared (or accumulated) and participation rights in undistributed earnings. The difference in earnings per share between the two classes of common stock results from the 10% per share cash dividend premium paid on Class A Common Stock over that paid on Class B Common Stock.
A reconciliation of the combined Class A and Class B Common Stock numerators and denominators of the earnings per share and diluted earnings per share computations is presented below:
Class A Shares
Class B Shares
Undistributed net income for basic earnings per share
20,777
21,598
Weighted average potential dividends on Class A shares upon exercise of dilutive options
(21)
Undistributed net income for diluted earnings per share
20,756
21,571
Weighted average shares outstanding:
17,776
17,980
2,159
Effect of dilutive securities on Class A Shares outstanding
80
Weighted average shares outstanding including dilutive securities
19,990
20,225
Basic earnings per share:
Class A Common Stock:
Per share dividends distributed
Undistributed earnings per share*
1.05
1.08
Total basic earnings per share - Class A Common Stock
Class B Common Stock:
0.96
0.98
Total basic earnings per share - Class B Common Stock
Diluted earnings per share:
Total diluted earnings per share - Class A Common Stock
0.95
Total diluted earnings per share - Class B Common Stock
To arrive at undistributed earnings per share, undistributed net income is first prorated between Class A and Class B Common Shares, with Class A Common Shares receiving a 10% premium. The resulting pro-rated, undistributed net income for each class is then divided by the weighted average shares for each class.
Stock options excluded from the detailed earnings per share calculation because their impact was antidilutive are as follows:
Antidilutive stock options
245,898
186,000
Average antidilutive stock options
175,000
15. OTHER COMPREHENSIVE INCOME
OCI components and related tax effects were as follows:
Available-for-Sale Debt Securities:
Net gains (losses)
Net of tax
The following is a summary of the AOCI balances, net of tax:
Change
(32,934)
3,900
(29,034)
955
960
Total unrealized gain (loss)
December 31, 2021
March 31, 2022
890
(15,935)
(15,045)
984
1,002
16. REVENUE FROM CONTRACTS WITH CUSTOMERS
The following tables present the Company’s net revenue and net revenue concentration by reportable segment:
Core Banking
Tax
Republic
Traditional
Mortgage
Core
Refund
Credit
Banking
Lending
Solutions
Company
Net interest income (1)
50,107
2,087
52,255
31,765
8,622
40,387
Noninterest income:
3,288
Mortgage banking income (1)
3,006
Program fees (1)
707
2,534
Increase in cash surrender value of BOLI (1)
Net losses on OREO
778
81
7,654
817
8,482
11,640
2,559
14,199
Total net revenue
57,761
2,098
60,737
43,405
11,181
54,586
115,323
Net-revenue concentration (2)
100
36,148
4,515
40,867
15,404
6,896
22,300
3,219
3,232
3,012
727
3,127
452
486
7,242
2,691
9,946
17,936
21,063
43,390
4,528
50,813
33,340
10,023
43,363
94,176
The following represents information for significant revenue streams subject to ASC 606:
Service charges on deposit accounts – The Company earns revenue for account-based and event-driven services on its retail and commercial deposit accounts. Contracts for these services are generally in the form of deposit agreements, which disclose fees for deposit services. Revenue for event-driven services is recognized in close proximity or simultaneously with service performance. Revenue for certain account-based services may be recognized at a point in time or over the period the service is rendered, typically no longer than a month. Examples of account-based and event-driven service charges on deposits include per item fees, paper-statement fees, check-cashing fees, and analysis fees.
Net refund transfer fees – An RT is a fee-based product offered by the Bank through third-party tax preparers located throughout the United States, as well as tax-preparation software providers (collectively, the “Tax Providers”), with the Bank acting as an independent contractor of the Tax Providers. An RT allows a taxpayer to pay any applicable tax preparation and filing related fees directly from his federal or state government tax refund, with the remainder of the tax refund disbursed directly to the taxpayer. RT
fees and all applicable tax preparation, transmitter, audit, and any other taxpayer authorized amounts are deducted from the tax refund by either the Bank or the Bank’s service provider and automatically forwarded to the appropriate party as authorized by the taxpayer. RT fees generally receive first priority when applying fees against the taxpayer’s refund, with the Bank’s share of RT fees generally superior to the claims of other third-party service providers, including the Tax Providers. The remainder of the refund is disbursed to the taxpayer by a Bank check, direct deposit to the taxpayer’s personal bank account, or loaded to a prepaid card.
The Company executes contracts with individual Tax Providers to offer RTs to their taxpayer customers. RT revenue is recognized by the Bank immediately after the taxpayer’s refund is disbursed in accordance with the RT contract with the taxpayer customer. The fee paid by the taxpayer for the RT is shared between the Bank and the Tax Providers based on contracts executed between the parties.
The Company presents RT revenue net of any amounts shared with the Tax Providers. The Bank’s share of RT revenue is generally based on the obligations undertaken by the Tax Provider for each individual RT program, with more obligations generally corresponding to higher RT revenue share. The significant majority of net RT revenue is recognized and obligations under RT contracts fulfilled by the Bank during the first half of each year. Incremental expenses associated with the fulfilment of RT contracts are generally expensed during the first half of the year.
Interchange fee income – As an “issuing bank” for card transactions, the Company earns interchange fee income on transactions executed by its cardholders with various third-party merchants. Through third-party intermediaries, merchants compensate the Company for each transaction for the ability to efficiently settle the transaction, and for the Company’s willingness to accept certain risks inherent in the transaction. There is no written contract between the merchant and the Company, but a contract is implied between the two parties by customary business practices. Interchange fee income is recognized almost simultaneously by the Company upon the completion of a related card transaction.
The Company compensates its cardholders by way of cash or other “rewards” for generating card transactions. These rewards are disclosed in cardholder agreements between the Company and its cardholders. Reward costs are accrued over time based on card transactions generated by the cardholder. Interchange fee income is presented net of reward costs within noninterest income.
Net gains/(losses) on other real estate – The Company routinely sells OREO it has acquired through loan foreclosure. Net gains/(losses) on OREO reflect both 1) the gain or loss recognized upon an executed deed and 2) mark-to-market write-downs the Company takes on its OREO inventory.
The Company generally recognizes gains or losses on OREO at the time of an executed deed, although gains may be recognized over a financing period if the Company finances the sale. For financed OREO sales, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on sale, the Company adjusts the transaction price and related gain/(loss) on sale if a significant financing component is present.
Mark-to-market write-downs taken by the Company during the property’s holding period are generally at least 10% per year but may be higher based on updated real estate appraisals or BPOs. Incremental expenditures to bring OREO to salable condition are generally expensed as-incurred.
Contract termination fee – During the first quarter of 2022, RB&T provided Green Dot a notice of termination for the May 2021 Purchase Agreement for the sale of substantially all of RB&T’s TRS assets and operations to Green Dot. As a result of this contract termination, Green Dot paid RB&T a contract termination fee of $5.0 million during the quarter.
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17. SEGMENT INFORMATION
Reportable segments are determined by the type of products and services offered and the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business (such as banking centers and business units), which are then aggregated if operating performance, products/services, and clients are similar.
As of March 31, 2023, the Company was divided into five reportable segments: Traditional Banking, Warehouse Lending, Mortgage Banking, TRS, and RCS. Management considers the first three segments to collectively constitute “Core Bank” or “Core Banking” operations, while the last two segments collectively constitute RPG operations.
The nature of segment operations and the primary drivers of net revenue by reportable segment are provided below:
Reportable Segment:
Nature of Operations:
Primary Drivers of Net Revenue:
Core Banking:
Traditional Banking
Provides traditional banking products to clients in its market footprint primarily via its network of banking centers and to clients outside of its market footprint primarily via its digital delivery channels.
Loans, investments, and deposits
Warehouse Lending
Provides short-term, revolving credit facilities to mortgage bankers across the United States.
Mortgage warehouse lines of credit
Mortgage Banking
Primarily originates, sells, and services long-term, single-family, first-lien residential real estate loans primarily to clients in the Bank's market footprint.
Loan sales and servicing
Tax Refund Solutions
TRS offers tax-related credit products and facilitates the receipt and payment of federal and state tax refunds through Refund Transfer products. The RPS division of TRS offers general-purpose reloadable cards. TRS and RPS products are primarily provided to clients outside of the Bank’s market footprint.
Loans, refund transfers, and prepaid cards.
Offers consumer credit products. RCS products are primarily provided to clients outside of the Bank’s market footprint, with a substantial portion of RCS clients considered subprime or near-prime borrowers.
Unsecured, consumer loans
The accounting policies used for Republic’s reportable segments are generally the same as those described in the summary of significant accounting policies in the Company’s 2022 Annual Report on Form 10-K. Republic evaluates segment performance using operating income. The Company allocates goodwill to the Traditional Banking segment. Republic generally allocates income taxes based on income before income tax expense unless reasonable and specific segment allocations can be made. The Company makes transactions among reportable segments at carrying value.
Segment information follows:
Net interest income
21,808
Legal settlement
Other noninterest income
7,682
126
7,833
40,852
968
2,554
44,374
5,648
2,421
8,069
Income (loss) before income tax expense
13,925
995
(1,676)
13,244
15,949
6,921
22,870
Income tax expense (benefit)
3,082
223
(369)
3,541
1,545
5,086
Net income (loss)
10,843
(1,307)
10,308
12,408
5,376
17,784
Period-end assets
4,974,002
458,675
13,421
5,446,098
511,150
116,843
627,993
Net interest margin
4.07
2.53
3.98
6.52
Net-revenue concentration*
320
7,912
7,289
7,447
38,227
952
2,690
41,869
5,145
1,567
6,712
Income before income tax expense
4,843
3,977
9,025
20,283
7,061
27,344
Income tax expense
468
1,417
4,906
1,696
6,602
4,375
3,073
7,608
15,377
5,365
20,742
4,984,918
689,204
28,573
5,702,695
552,101
95,073
647,174
6,349,869
2.90
3.09
2.92
4.34
* Net revenue represents net interest income plus total noninterest income. Net-revenue concentration equals segment-level net revenue divided by total Company net revenue.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The consolidated financial statements include the accounts of Republic Bancorp, Inc. (the “Parent Company”) and its wholly owned subsidiaries, Republic Bank & Trust Company and Republic Insurance Services, Inc. As used in this filing, the terms “Republic,” the “Company,” “we,” “our,” and “us” refer to Republic 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Republic should be read in conjunction with Part I Item 1 “Financial Statements.”
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:
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:
For disclosure regarding the impact to the Company’s financial statements of ASUs, see Footnote 1 “Basis of Presentation and Summary of Significant Accounting Policies” of Part I Item 1 “Financial Statements.”
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.
A summary of the Company's significant accounting policies is set forth in Part II “Item 8. Financial Statements and Supplementary Data” of its Annual Report on Form 10-K for the year ended December 31, 2022.
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 its ACLL and Provision.
ACLL and Provision — As of March 31, 2023, the Bank maintained an ACLL for expected credit losses inherent in the Bank’s loan portfolio, which includes overdrawn deposit accounts. Management evaluates the adequacy of the ACLL monthly and presents and discusses the ACLL with the Audit Committee and the Board of Directors quarterly.
Management’s evaluation of the appropriateness of the ACLL is often the most critical accounting estimate for a financial institution, as the ACLL requires significant reliance on the use of estimates and significant judgment as to the reliance on historical loss rates, consideration of quantitative and qualitative economic factors, and the reliance on a reasonable and supportable forecast.
Adjustments to the historical loss rate for current conditions include differences in underwriting standards, portfolio mix or term, delinquency level, as well as for changes in environmental conditions, such as changes in property values or other relevant factors. One-year forecast adjustments to the historical loss rate are based on the U.S. national unemployment rate and CRE values. Subsequent to the one-year forecasts, loss rates are assumed to immediately revert back to long-term historical averages.
The ACLL is significantly influenced by the composition, characteristics and quality of the Company’s loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the ACLL, and therefore, greater volatility to the Company’s reported earnings.
BUSINESS SEGMENT COMPOSITION
(I) Traditional Banking segment
The Traditional Banking segment provides traditional banking products primarily to customers in the Company’s market footprint. As of March 31, 2023, Republic had 45 banking centers with locations as follows:
●Bellevue— 1
The Bank’s principal lending activities consist of the following:
Retail Mortgage Lending — Through its retail banking centers and its online Consumer Direct channel, the Bank originates single-family, residential real estate loans and HELOCs. In addition, the Bank originates HEALs through its retail banking centers. Such loans are generally collateralized by owner-occupied, residential real estate properties. For those loans originated through the Bank’s retail banking centers, the collateral is predominately located in the Bank’s market footprint, while loans originated through its Consumer Direct channel are generally secured by owner-occupied collateral located outside of the Bank’s market footprint.
Commercial Lending — The Bank conducts commercial lending activities primarily through Corporate Banking, Commercial Banking, Business Banking, and Retail Banking channels.
In general, commercial lending credit approvals and processing are prepared and underwritten through the Bank’s Commercial Credit Administration Department. Clients are generally located within the Bank’s market footprint or in areas nearby the market footprint.
Construction and Land Development Lending — The Bank originates business loans for the construction of both single-family, residential properties and commercial properties (apartment complexes, shopping centers, office buildings). While not a focus for the Bank, the Bank may originate loans for the acquisition and development of residential or commercial land into buildable lots.
Consumer Lending — Traditional Banking consumer loans made by the Bank include home improvement and home equity loans, other secured and unsecured personal loans, and credit cards. Except for home equity loans, which are actively marketed in conjunction with single family, first lien residential real estate loans, other Traditional Banking consumer loan products (not including products offered through RPG), while available, are not and have not been actively promoted in the Bank’s markets.
Aircraft Lending — Aircraft loans are typically made to purchase or refinance personal aircrafts, along with engine overhauls and avionic upgrades. Loans range between $200,000 and $4,000,000 in size and have terms up to 20 years. The aircraft loan program is open to all fifty states. The credit characteristics of an aircraft borrower are higher than a typical consumer in that they must demonstrate and indicate a higher degree of credit worthiness for approval.
The Bank’s other Traditional Banking activities generally consist of the following:
Private Banking — The Bank provides financial products and services to high-net-worth individuals through its Private Banking department. The Bank’s Private Banking officers have extensive banking experience and are trained to meet the unique financial needs of this clientele.
Treasury Management Services — The Bank provides various deposit products designed for commercial business clients located throughout its market footprint. Lockbox processing, remote deposit capture, business on-line banking, account reconciliation, and ACH processing are additional services offered to commercial businesses through the Bank’s Treasury Management department. Treasury Management officers work closely with commercial and retail officers to support the cash management needs of Bank clients.
Correspondent Lending — The Bank began acquiring single family, first lien mortgage loans for investment through its Correspondent Lending channel during the first quarter of 2023. Correspondent Lending generally involves the Bank acquiring, primarily from its Warehouse Lending clients, closed loans that meet the Bank’s specifications. Substantially all loans purchased through the Correspondent Lending channel are purchased at a premium. Premiums on loans held for investment acquired through the Correspondent Lending channel will be amortized into interest income on the level-yield method over the expected life of the loan. Loans acquired through the Correspondent Lending channel are generally made to borrowers outside of the Bank’s historical market footprint.
Internet Banking — The Bank expands its market penetration and service delivery of its RB&T brand by offering clients Internet Banking services and products through its website, www.republicbank.com.
Mobile Banking — The Bank allows clients to easily and securely access and manage their accounts through its mobile banking application.
Other Banking Services — The Bank also provides title insurance and other financial institution related products and services.
Bank Acquisitions — The Bank maintains an acquisition strategy to selectively grow its franchise as a complement to its organic growth strategies.
See additional detail regarding the Traditional Banking segment under Footnote 17 “Segment Information” of Part I Item 1 “Financial Statements.”
(II) Warehouse Lending segment
The Core Bank provides short-term, revolving credit facilities to mortgage bankers across the United States through mortgage warehouse lines of credit. These credit facilities are primarily secured by single-family, first-lien residential real estate loans. The credit facility enables the mortgage banking clients to close single-family, first-lien residential real estate loans in their own name and temporarily fund their inventory of these closed loans until the loans are sold to investors approved by the Bank. Individual loans are expected to remain on the warehouse line for an average of 15 to 30 days. Advances for Reverse mortgage loans and construction loans typically remain on the line longer than conventional mortgage loans. Interest income and loan fees are accrued for each
68
individual advance during the time the advance remains on the warehouse line and collected when the loan is sold. The Core Bank receives the sale proceeds of each loan directly from the investor and applies the funds to pay off the warehouse advance and related accrued interest and fees. The remaining proceeds are credited to the mortgage-banking client.
See additional detail regarding the Warehouse Lending segment under Footnote 17 “Segment Information” of Part I Item 1 “Financial Statements.”
(III) Mortgage Banking segment
Mortgage Banking activities primarily include 15-, 20- and 30-year fixed-term, single-family, first-lien residential real estate loans that are originated and sold into the secondary market, primarily to the FHLMC and the FNMA. The Bank typically retains servicing on loans sold into the secondary market. Administration of loans with servicing retained by the Bank includes collecting principal and interest payments, escrowing funds for property taxes and property insurance, and remitting payments to secondary market investors. The Bank receives fees for performing these standard servicing functions.
See additional detail regarding the Mortgage Banking segment under Footnote 12 “Mortgage Banking Activities” and Footnote 17 “Segment Information” of Part I Item 1 “Financial Statements.”
(IV) Tax Refund Solutions segment
Through the TRS segment, the Bank is one of a limited number of financial institutions that facilitates the receipt and payment of federal and state tax refund products and offers a credit product through third-party tax preparers located throughout the U.S., as well as tax-preparation software providers (collectively, the “Tax Providers”). The majority of all the business generated by the TRS business occurs during the first half of each year. During the second half of each year, TRS generates limited revenue and incurs costs preparing for the next year’s tax season. TRS also originated $98 million of ERAs during December 2022 related to tax returns that were anticipated to be filed during the first quarter 2023 tax filing season.
The ERA credit product is also a loan that allows a taxpayer to borrow funds as an advance of a portion of their tax refund. Unlike the RA product described immediately above, however, which is originated in conjunction with the filing of the taxpayer’s federal tax return, an ERA is originated prior to the filing of the taxpayer’s federal tax return and prior to the taxpayer receiving their year-end taxable income documentation, e.g., W-2. As such, the Company generally uses paystub information to estimate the tax refund and underwrite the ERA. The repayment of the ERA is incumbent upon the taxpayer client returning to the Bank’s Tax Provider for the filing of their federal tax return in order for the tax refund to potentially be received by the Bank from the federal government to pay off the advance. The ERA product related to the first quarter 2023 tax filing season had the following features:
See additional detail regarding the RA product under Footnote 5 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements.”
Cancelled Sale Transaction - As previously disclosed, Green Dot Corporation paid RB&T a contract termination fee of $5.0 million during the first quarter of 2022 related to the cancelled Sale Transaction.
(V) Republic Credit Solutions segment
Republic Credit Solutions segment — Through the RCS segment, the Bank offers consumer credit products. In general, the credit products are unsecured, small dollar consumer loans that are dependent on various factors. RCS loans typically earn a higher yield but also have higher credit risk compared to loans originated through the Traditional Banking segment, with a significant portion of RCS clients considered subprime or near-prime borrowers. The Bank uses third-party service providers for certain services such as marketing and loan servicing of RCS loans. Additional information regarding consumer loan products offered through RCS follows:
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OVERVIEW (Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022)
Total Company net income for the first quarter of 2023 was $28.1 million, a $258,000, or 1%, decrease from the same period in 2022. Diluted EPS was $1.42 for first quarters of 2023 and 2022.
The following are general highlights by reportable segment:
Traditional Banking segment
Mortgage Banking segment
RESULTS OF OPERATIONS (Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022)
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.
See the section titled “Asset/Liability Management and Market Risk” in this section of the filing regarding the Bank’s interest rate sensitivity.
A large amount of the Company’s financial instruments tracks closely with, or is primarily indexed to, either the FFTR, Prime, or LIBOR. These rates trended lower beginning in the first quarter of 2020 with the onset of the COVID pandemic, as the FOMC reduced the FFTR to approximately 25 basis points. During 2022 inflation rose to levels not seen in approximately 40 years. In response, the FOMC began executing a quantitative tightening program by reducing its balance sheet, selling certain types of bonds in the market, and repeatedly increasing the FFTR. The FOMC’s increases to the FFTR during 2022 and the first three months of 2023 included the following:
Table 1 — Increases to the Federal Funds Target Rate during 2022 and 2023
Increase to
Date
the FFTR
after Increase
March 17, 2022
0.25
0.50
May 5, 2022
1.00
June 16, 2022
0.75
1.75
July 27, 2022
2.50
September 21, 2022
3.25
November 2, 2022
4.00
December 15, 2022
4.50
February 2, 2023
4.75
March 23, 2023
5.00
The FOMC’s actions and signals continued to place upward pressure on short-term market interest rates throughout the second half of 2022 and the first quarter of 2023. While long-term interest rates initially rose in tandem with the increases to the FFTR through the middle part of 2022, they began to generally decline during the second half of 2022 and into 2023 as the market generally began to anticipate a recession to take place in 2023. As a result of the increase in short-term interest rates and the moderation of long-term interest rates, the yield curve has been inverted for several months, with short-term rates generally higher than long-term rates on the yield curve. Further monetary tightening by the FOMC in the future will likely cause short-term interest rates to continue to increase. At this time, the future of long-term market interest rates remains uncertain. Increases in short-term market interest rates are expected to impact the various business segments of the Company differently and will be discussed in further detail in the sections below.
Total Company net interest income was $92.6 million during the first quarter of 2023 and represented an increase of $29.4 million, or 47%, from the first quarter of 2022. Total Company net interest margin increased to 6.52% during the first quarter of 2023 compared to 4.34% for the same period in 2022.
The following were the most significant components affecting the Company’s net interest income by reportable segment:
The Traditional Banking’s net interest income increased $14.0 million, or 39%, for the first quarter of 2023 compared to the same period in 2022. Traditional Banking’s net interest margin was 4.07% for the first quarter of 2023, an increase of 117 basis points from the same period in 2022.
This increase in net interest income and the related expansion in NIM resulted primarily from the benefits of the Traditional Bank’s low-cost core deposit base and strong year-over-year growth in average loan balances. These benefits were partially offset by a decline in the Company’s average interest-earning cash balances, with these balances near more normal, historical levels during the first quarter of 2023 as the excess liquidity from the various government stimulus programs related to COVID continued to wane
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throughout the industry. The following highlights some of the more impactful items affecting net interest income during the quarter for the Traditional Bank.
As previously disclosed, short-term interest rates have risen dramatically since March of 2022 as a result of FOMC monetary actions. Short-term rates could further increase in the second quarter of 2023 as a result of continued monetary tightening by the FOMC. Over the past year, increases in short-term interest rates were generally favorable to the Traditional Bank’s net interest income and net interest margin primarily as a result of the substantial amount of immediately-repricing, interest-earning cash it maintained on its balance sheet and its ability to sustain a low cost of deposits in relation to the rising FFTR. During the third quarter of 2022, however, the Traditional Bank began to use its excess cash to fund a decline in deposit balances. This trend of declining interest-earning cash to fund decreasing deposit balances continued during the first quarter of 2023. In addition, during the first quarter of 2023, the Traditional Bank’s interest-bearing deposit costs began to increase more significantly during the latter part of the quarter due to customer pricing pressures.
As a result of the declining cash balances and the additional customer pricing pressures, the Bank began to experience a diminishing benefit to its net interest income and net interest margin with additional increases in the FFTR during the first quarter of 2023. Management also believes the Traditional Bank will experience some net interest margin compression on a linked quarter basis during the remainder of 2023 as any positive impacts to the Traditional Bank’s net interest income and net interest margin from any increase in short-term interest rates will likely be more than offset by the negative impact of lower interest-earning cash and deposit balances and the rising cost of interest-bearing deposits. Additional variables which may also impact the Traditional Bank’s net interest income and net interest margin in the future include, but are not limited to, the actual steepness and shape of the yield curve, future demand for the Traditional Bank’s financial products, and the Traditional Bank’s overall future liquidity needs.
For additional discussion of the factors impacting interest-earning cash and deposit balances as well as deposit betas, see sections titled “Cash and Cash Equivalents” and “Deposits” in the “COMPARISON OF FINANCIAL CONDITION” of this document.
Net interest income within the Warehouse segment decreased $2.4 million, or 54%, from the first quarter of 2022 to the first quarter of 2023, driven by decreases in both average outstanding balances and net interest margin. Overall average outstanding Warehouse balances declined from $585 million during the first quarter of 2022 to $330 million for the first quarter of 2023, as home-mortgage refinancing dipped from a significantly higher volume in early 2022. Driving this decrease in average outstanding balances was a decline in committed lines-of-credit to $1.0 billion as of March 31, 2023 from $1.4 billion as of March 31, 2022. Concurrent with the decline in committed lines of credit, the average usage rates for Warehouse lines decreased to 31% during the first quarter of 2023 from 42% for the first quarter of 2022.
The Warehouse net interest margin compressed 56 basis points from 3.09% during the first quarter of 2022 to 2.53% during the first quarter of 2023. The decline in the Warehouse net interest margin occurred as its funding costs, as charged through the Company’s internal FTP methodology, generally rose in tandem with the increase in short-term interest rates since rates began rising in March 2022, while its yield increases were delayed until the adjustable rates on its clients’ lines of credit surpassed their contractual interest rate floors. These interest rate floors benefited Warehouse’s net interest margin substantially during 2020 and 2021 when market rates declined to historical lows but have produced margin compression since the onset of the FFTR increases during the first quarter of 2022.
Additional increases in short-term interest rates and overall market rates are generally believed by management to be favorable to Warehouse’s net interest income and net interest margin in the near term, however, the benefit of an increase in rates could be partially
or entirely offset by a reduction in average outstanding balances driven by a decline in demand from Warehouse clients, as higher long-term interest rates generally drive lower demand for Warehouse borrowings. In addition, a lower demand for Warehouse borrowings could cause additional competitive pricing pressures for the industry, driving down the yield Warehouse earns on its lines of credits.
Net interest income within the TRS segment was up $16.4 million from the first quarter of 2022 to the first quarter of 2023. Net interest income at TRS includes income from its prepaid card products as well as the income associated with its tax-related credit products.
The prepaid card product component of TRS drove a $3.1 million increase to net interest income for the segment. This increase was generally driven by a higher crediting rate applied through the Company’s internal FTP. The prepaid card FTP credit yield was 3.82% for average prepaid card-related balances of $377 million during the first quarter of 2023 compared to 0.37% for average prepaid card-related balances of $397 million during the first quarter of 2022.
Related to the segment’s tax-related products, net interest income increased $13.3 million for the quarter. Loan-related interest and fees increased $18.0 million for the quarter and was driven primarily by a $426 million increase in RA origination volume, most of which resulted from a new contract with a large national tax preparation provider. This increase in loan revenue was partially offset by a $4.4 million increase to the segment’s net cost of funds as applied through its internal FTP.
RCS’s net interest income increased $1.7 million, or 25%, from the first quarter of 2022 to the first quarter of 2023. The increase was driven primarily by an increase in fee income from RCS’s LOC II product. Loan fees on this product, recorded as interest income on loans, increased $2.0 million from the first quarter of 2022 to the first quarter of 2023.
The impact of higher short-term interest rates to RCS during 2023 is expected to be negative to the segment’s financial results, although the exact amount of the negative impact will depend on the internal FTP cost assigned, as well as the overall volume and mix of loans it generates.
The following table presents the average balance sheets for the three-month periods ended March 31, 2023 and 2022, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest spread for the related periods.
Table 2 — Total Company Average Balance Sheets and Interest Rates
Interest-earning assets:
Federal funds sold and other interest-earning deposits
241,211
4.48
861,822
429
0.20
Investment securities, including FHLB stock (1)
773,172
5,047
2.61
606,182
2,111
1.39
TRS Refund Advance loans (2)
249,378
31,405
50.37
84,557
13,444
63.60
RCS LOC products (2)
31,086
7,962
102.45
26,279
6,257
95.24
Other RPG loans (3) (6)
141,975
2,625
7.40
120,917
1,984
6.56
Outstanding Warehouse lines of credit (4) (6)
329,716
5,720
6.94
584,519
3.34
All other Core Bank loans (5) (6)
3,913,388
44,897
4.59
3,538,983
35,007
3.96
Total interest-earning assets
5,679,926
7.07
5,823,259
4.40
Allowance for credit loss
(83,195)
(69,287)
Noninterest-earning assets:
Noninterest-earning cash and cash equivalents
295,905
354,165
32,232
35,460
102,004
99,532
Other assets (1)
186,169
180,913
Total assets
6,213,041
6,424,042
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction accounts
1,644,777
1,742
0.42
1,692,120
0.02
748,623
2,106
1.13
798,943
225,847
859
1.52
261,703
Reciprocal money market and time deposits
43,852
1.56
74,730
0.26
Total interest-bearing deposits
2,663,099
0.73
2,827,496
0.12
SSUARs and other short-term borrowings
Federal Home Loan Bank advances and other long-term borrowings
245,344
4.22
23,333
0.62
Total interest-bearing liabilities
3,111,353
0.99
3,150,998
Noninterest-bearing liabilities and Stockholders’ equity:
2,089,162
2,312,233
133,321
112,699
Stockholders’ equity
879,205
848,112
Total liabilities and stock-holders’ equity
Net interest spread
6.08
4.28
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
Compared to
Total Net
Increase / (Decrease) Due to
Volume
Interest income:
2,271
(524)
2,795
Investment securities, including FHLB stock
703
2,233
TRS Refund Advance loans
17,961
21,282
(3,321)
RCS LOC products
1,206
Other RPG loans
371
270
Outstanding Warehouse lines of credit
842
(2,786)
3,628
All other Core Bank loans
9,890
3,940
5,950
Net change in interest income
36,246
24,192
12,054
Interest expense:
1,646
(2)
1,648
2,011
2,018
219
(98)
317
123
220
232
2,552
971
Net change in interest expense
6,771
1,435
5,336
Net change in net interest income
29,475
22,757
6,718
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Total Company Provision was a net charge of $26.8 million for the first quarter of 2023 compared to a net charge of $9.2 million for the same period in 2022.
The following were the most significant components comprising the Company’s Provision by reportable segment:
The Traditional Banking Provision during the first quarter of 2023 was a net charge of $3.0 million compared to a net charge of $320,000 for the first quarter of 2022. An analysis of the Provision for the first quarter of 2023 compared to the same period in 2022 follows:
As a percentage of total Traditional Bank loans, the Traditional Banking ACLL was 1.33% as of March 31, 2023 compared to 1.32% as of December 31, 2022 and 1.39% as of March 31, 2022. The Company believes, based on information presently available, that it has adequately provided for Traditional Banking loan losses as of March 31, 2023.
See the sections titled “Allowance for Credit Losses” and “Asset Quality” in this section of the filing under “Comparison of Financial Condition” for additional discussion regarding the Provision and the Bank’s credit quality.
Warehouse recorded a net charge to the Provision of $135,000 for the first quarter of 2023 compared to a net credit of $401,000 for the same period in 2022. Provision for both periods reflected changes in general reserves consistent with changes in outstanding period-end balances. Outstanding Warehouse period-end balances increased $54 million during the first quarter of 2023 compared to a decrease of $160 million during the first quarter of 2022.
As a percentage of total Warehouse outstanding balances, the Warehouse ACLL was 0.25% as of March 31, 2023, December 31, 2021, and March 31, 2022. The Company believes, based on information presently available, that it has adequately provided for Warehouse loan losses as of March 31, 2023.
TRS recorded a net charge to the Provision of $21.8 million during the first quarter of 2023 compared to a net charge of $7.9 million for the same period in 2022. Substantially all TRS Provision in both periods was related to its RA product.
TRS recorded a charge to the Provision for RAs, including ERAs, of $22.0 million, or 2.98% of its $737 million in RAs originated during the first quarter of 2023 compared to a net charge to the Provision of $8.3 million, or 2.67% of its $311 million of RAs originated during the first quarter of 2022. The $13.7 million increase in Provision for the first quarter of 2023 was primarily due to the increased volume from the previously mentioned new contract with a large national tax preparation provider which generated approximately $462 million in new RA volume during the first quarter of 2023.
RAs related to a first quarter tax filing season are only originated during December of the previous year and the first two months of the current year. As is the case each year as of March 31st, the Allowance related to RAs is an estimate with that estimate finalized during the second quarter when all uncollected RAs are ultimately charged off as of June 30th. The final charge-off figures posted during the second quarter of a calendar year can be meaningfully different (higher or lower) than its March 31st estimate based on actual paydowns received during the second quarter. RAs collected during the second half of each year are recorded as recoveries of previously charged-off loans. TRS’s loss rate as of June 30, 2022 was 2.85% of total originations and it finished 2022 with a RA loss rate of 2.20% of total RAs originated.
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For factors affecting the comparison of the TRS results of operations for the first quarter of 2023 and the first quarter of 2022, see section titled “OVERVIEW (Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022) - Tax Refund Solutions.”
See additional detail regarding the EA product under Footnote 5 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements.”
As illustrated in Table 4 below, RCS recorded a net charge to the Provision of $1.8 million during the first quarter of 2023 compared to a net charge to the Provision of $1.4 million for the same period in 2022. The increase in the Provision was driven primarily by a $450,000 increase in net charge-offs for RCS’s LOC II product. The $450,000, or 63%, increase in net charge-offs within the LOC II product was driven by a $6.3 million, or 126%, increase in average outstanding balances from the first quarter of 2022 to the first quarter of 2023.
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 ACLL was 12.34% as of March 31, 2023, 13.73% as of December 31, 2022, and 13.63% as of March 31, 2022. The Company believes, based on information presently available, that it has adequately provided for RCS loan losses as of March 31, 2023.
The following table presents net charges to the RCS Provision by product:
Table 4 — RCS Provision by Product
Three Months Ended Mar. 31,
$ Change
% Change
Product:
Lines of credit
1,825
1,403
422
Healthcare receivables
444
Table 5 — Summary of Loan and Lease Loss Experience
ACLL at beginning of period
CBank Initial Recognition of ACLL
Charge-offs:
(325)
Total charge-offs
Recoveries:
89
Total recoveries
Net loan charge-offs
(2,658)
(2,154)
Provision - Core Banking
Provision - RPG
Total Provision
ACLL at end of period
ACLL to total loans
2.01
1.63
ACLL to nonperforming loans
579
Net loan charge-offs to average loans
0.23
Credit Quality Ratios - Core Banking:
1.22
1.20
303
Table 6 — Annualized Net Loan Charge-offs (Recoveries) to Average Loans by Loan Category
Net Loan Charge-Offs (Recoveries) to Average Loans
(0.01)
(0.09)
0.65
0.58
95.97
90.70
(0.03)
0.84
(0.26)
Refund Advances*
(1.16)
10.14
2.62
2.45
0.97
* Refund Advances are originated during the first two months of each year. In December 2022 and the first two weeks of 2023, ERAs were originated in relation to estimated tax returns that were anticipated to be filed during the first quarter 2023 tax season. All RAs, including ERAs, are charged-off by June 30th of each year.
The Company’s net charge-offs to average total Company loans increased from 0.20% during the first quarter of 2022 to 0.23% during the first quarter of 2023, with net charge-offs increasing $504,000, or 23%, and average total Company loans increasing $310 million, or 7%. The increase in net charge-offs was primarily driven by a $468,000 increase in net charge-offs within the Company’s RCS operations, which has historically conducted higher-risk lending activities that the Company’s Core Banking operations. As previously noted above, the net charge-offs within the RCS division was primarily driven by an increase in the average outstanding balances for the RCS LOC II product. During the first quarters of 2023 and 2022, the Company’s Core Bank net charge-offs to average Core Bank loans remained near zero.
Noninterest Income
Total Company noninterest income decreased $8.3 million during the first quarter of 2023 compared to the same period in 2022.
The following were the most significant components comprising the total Company’s noninterest income by reportable segment:
Traditional Banking’s noninterest income increased $412,000, or 6%, for the first quarter of 2023 compared to the same period in 2022. There were no notable increases within any particular noninterest income category for the Traditional Bank.
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 for the three months ended March 31, 2023 and 2022 were $1.7 million and $1.6 million. The total daily overdraft charges, net of refunds, included in interest income for the three months ended March 31, 2023 and 2022 were $294,000 and $288,000.
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A significant rise in long-term interest rates during the first quarter of 2023 led to a significant slowdown in the origination and subsequent sale of mortgage loans into the secondary market. As a result, Mortgage Banking income decreased from $2.7 million during the first quarter of 2022 to $817,000 for the first quarter of 2023. For the first quarter of 2023, the Bank sold $17 million in secondary market loans and achieved an average cash-gain-as-a-percent-of-loans-sold during the quarter of 1.74%. During the first two months of the first quarter of 2022, however, long-term interest rates were notably lower, driving secondary market loan sales of $119 million with comparable cash-gain-as-a-percent-of-loans-sold of 2.29%.
With the FOMC ending its quantitative easing program and continuing to signal a more aggressive and hawkish approach to its monetary policies, Management believes it is likely that the Core Bank’s mortgage origination volume will continue to be negatively impacted by high long-term interest rates and could experience further declines in mortgage banking income on a year-to-year basis.
TRS’s noninterest income decreased $6.3 million, or 35%, during the first quarter of 2023 compared to the same period in 2022. The decrease in TRS noninterest income was primarily a result of the following factors:
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RCS’s noninterest income decreased $568,000, or 18%, during the first quarter of 2023 compared to the same period in 2022, with program fees representing the entirety of RCS’s noninterest income. The decrease in RCS program fees primarily reflected lower sales volume from RCS’s installment loan product. Proceeds from the sale of RCS installment loan products totaled $210 million during the first quarter of 2023, a 18% decrease from the same period in 2022.
The following table presents RCS program fees by product:
Table 7 — RCS Program Fees by Product
1,740
1,188
552
(20)
Installment loans*
(1,133)
(60)
(593)
The Company has elected the fair value option for this product, with mark-to-market adjustments recorded as a component of program fees.
Noninterest Expense
Total Company noninterest expense increased $3.9 million, or 8%, during the first quarter of 2023 compared to the same period in 2022.
The following were the most significant components comprising the increase in noninterest expense by reportable segment:
Traditional Banking noninterest expense increased $2.6 million for the first quarter of 2023 compared to the same period in 2022. The most notable item driving this increase was $2.1 million of merger related expenses for the CBank acquisition.
COMPARISON OF FINANCIAL CONDITION AS OF MARCH 31, 2023 AND DECEMBER 31, 2022
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 $249 million in period-end cash and cash equivalents as of March 31, 2023 compared to $314 million as of December 31, 2022. Comparing average balances for the first quarters of 2023 and 2022, the Company had average interest-earning cash and cash equivalent balances of $241 million for the first quarter of 2023 compared to $554 million for the first quarter of 2022. The decline in average interest-earning cash balances from period to period was driven by a decrease in average deposits and an increase in average loan balances.
See Footnote 6 “Deposits” of Part I Item 1 “Financial Statements” for additional discussion regarding Deposits
For cash held at the FRB, the Bank earns a yield on amounts more than required reserves. This cash earned a weighted-average yield of 4.48% during the first quarter of 2023 with a spot balance yield of 4.90% on March 31, 2023. For cash held within the Bank’s banking center and ATM networks, the Bank does not earn interest.
Investment Securities
Republic’s investment portfolio increased $34 million from December 31, 2022 to March 31, 2023, driven by $50 million in portfolio purchases, $16 million of securities acquired in the CBank acquisition, and a $17 million increase in FHLB stock. These increases were offset by portfolio declines resulting from $54 million of calls and maturities of debt securities.
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Table 8 — Loan Portfolio Composition
60,787
7,171
83,063
13,954
64,714
62,765
597
4,559
8,311
(1,464)
(22)
4,824
771
310,035
53,805
363,840
(65,840)
(68)
(43,440)
3,872
(105,408)
(41)
258,432
(25,708)
232,724
**Total loans are presented inclusive of premiums, discounts and net loan origination fees and costs.
Gross loans increased by $258 million, or 6%, during the first quarter of 2022 to $4.8 billion as of March 31, 2023. The most significant components comprising the change in loans by reportable segment follow:
Period-end balances for Traditional Banking loans increased $310 million, or 8%, from December 31, 2022 to March 31, 2023. The following primarily drove the change in loan balances during the first quarter of 2023:
Outstanding Warehouse period-end balances increased $54 million from December 31, 2022 to March 31, 2023. Due to the volatility and seasonality of the mortgage market, it is difficult to project future outstanding balances of Warehouse lines of credit. 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 during 2011, the Bank has experienced volatility in the Warehouse portfolio consistent with overall demand for mortgage products. Weighted average quarterly usage rates on the Bank’s Warehouse lines have ranged from a low of 31% during the first quarter of 2023 to a high of 71% during the fourth quarter of 2019. On an annual basis, weighted average usage rates on the Bank’s Warehouse lines have ranged from a low of 39% during 2022 to a high of 66% during 2020.
As previously discussed, additional increases in short-term interest rates and overall market rates are generally believed by management to be unfavorable to Warehouse’s client demand, likely leading to a reduction in average outstanding balances as higher long-term interest rates generally drive lower demand for Warehouse borrowings.
Outstanding TRS loans decreased $109 million from December 31, 2022 to March 31, 2023 primarily reflecting the substantial paydown of ERAs originated during December 2022. In addition, TRS also received substantial paydowns of commercial loans made during the fourth quarter of 2022 to third-party tax-related businesses for their cash flow needs for the first quarter tax season. RAs, including ERAs, are only made during the December of the previous year and the first two months of each year, with all unpaid RAs charged off by June 30th of each year.
Outstanding RCS loans increased $4 million from December 31, 2022 to March 31, 2023 primarily reflecting a $5.5 million increase in outstanding balances for RCS’s healthcare receivable products.
As of March 31, 2023, the Bank maintained an ACLL for expected credit losses inherent in the Bank’s loan portfolio, which includes overdrawn deposit accounts. The Bank also maintained an ACLS and an ACLC for expected losses in its securities portfolio and its off-balance sheet credit exposures, respectively. Management evaluates the adequacy of the ACLL monthly, and the adequacy of the ACLS and ACLC quarterly. All ACLs are presented and discussed with the Audit Committee and the Board of Directors quarterly.
The Company’s ACLL increased $26 million from $70 million as of December 31, 2022 to $96 million as of March 31, 2023. As a percent of total loans, the total Company’s ACLL increased to 2.01% as of March 31, 2023 compared to 1.56% as of December 31, 2022. An analysis of the ACL by reportable segment follows:
The Traditional Banking ACLL increased approximately $5 million to $55 million as of March 31, 2023 driven primarily by formula reserves tied to loan growth during the first quarter of 2023, a $2.7 million Day-1 Provision for the $214 million of non-PCD loans acquired from the CBank acquisition, and a $2 million Allowance for the PCD loans acquired from the CBank acquisition.
The Warehouse ACLL increased to approximately $134,000, and the Warehouse ACLL to total Warehouse loans remained at 0.25% when comparing March 31, 2023 to December 31, 2022. As of March 31, 2023, the Warehouse ACLL was entirely qualitative in nature with no adjustments to the qualitative reserve percentage required for the first quarter of 2023.
TRS recorded a charge to the Provision for RA loans of $22.0 million, or 2.98% of its $737 million in RAs originated during the first quarter of 2023. This compares to a net charge to the Provision of $8.3 million, or 2.67% of its $311 million of RAs originated during the first quarter of 2022. The $13.5 million increase in Provision for the first quarter of 2023 was primarily due to the increased volume from the new contract with the large national tax preparer.
Including early season RAs originated during the fourth quarter of 2022, TRS had a total Allowance for RAs of $25.8 million as of March 31, 2023, representing 3.09% of all RAs originated related to the first quarter 2023 tax season. TRS’s loss rate as of June 30, 2022 was 2.85% of total originations and TRS finished 2022 with a final RA loss rate of 2.20% of total RAs originated.
RAs are only originated during December of the previous year and the first two months of the current year related to the first quarter tax season of a year. As is the case each year as of March 31st, the Allowance related to RAs is an estimate with that estimate finalized during the second quarter when all uncollected RAs are ultimately charged off as of June 30th. The final charge-off figures posted during the second quarter of a calendar year can be meaningfully different (higher or lower) than its March 31st estimate based on actual paydowns received during the second quarter. RAs collected during the second half of each year are recorded as recoveries of previously charged-off loans.
The RCS ACLL decreased $1 million from $15 million as of December 31, 2022 to $14 million as of March 31, 2023, with this decrease driven by a decrease in the RCS LOC II reserve percentage and a change in the RCS loan mix as the outstanding healthcare receivable spot balance increased and the RCS LOC spot balance decreased.
RCS maintained an ACLL for two distinct credit products offered as of March 31, 2023, including its line-of-credit products and its healthcare-receivables products. As of March 31, 2023, the ACLL to total loans estimated for each RCS product ranged from as low as 0.25% for its healthcare-receivables products to as high as 51.79% for its line-of-credit products. The lower reserve percentage of 0.25% was provided for RCS’s healthcare receivables, as such receivables have recourse back to the third-party providers.
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 “PCD-Substandard” are considered “Classified.” Loans rated “Special Mention” or “PCD-Special Mention” are considered Special Mention. The Bank’s Classified and Special Mention loans increased approximately $3 million during the first quarter of 2023, driven primarily by commercial-purpose loans repaid or upgraded to a Pass rating during the first quarter of 2023.
See Footnote 5 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding Classified and Special Mention loans.
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Table 9 — Classified and Special Mention Loans
Loss
19,011
17,010
2,001
PCD - Substandard
3,650
1,498
2,152
144
Total Classified Loans
4,153
68,622
69,246
(624)
PCD - Special Mention
328
718
(390)
(54)
Total Special Mention Loans
(1,014)
Total Classified and Special Mention Loans
91,611
88,472
3,139
Nonperforming Loans
Nonperforming loans include loans on nonaccrual status and loans past due 90-days-or-more and still accruing. The nonperforming loan category includes loan modifications (formerly TDRs) totaling approximately $1 million and $2 million as of March 31, 2023 and December 31, 2022.
Nonperforming loans to total loans decreased to 0.35% at March 31, 2023 from 0.36% at December 31, 2022, as the total balance of nonperforming loans increased by $292,000, or 2%, while total loans increased $258 million, or 6%, during the first quarter of 2023. As presented in Tables 13 and 14 below, the decrease in nonperforming loans during 2023, including the nonaccrual loan component, was primarily driven by the improvement of $1 million of these loans, which returned to accrual status.
The ACLL to total nonperforming loans increased to 607% as of March 31, 2023 from 452% as of December 31, 2022, as the total ACLL increased $26 million, or 37%, and the balance of nonperforming loans increased by $292,000, or 2%. The driver of the increase in ACLL was primarily RAs originated through the Company’s TRS segment and, while the driver of the decrease in nonperforming loans primarily driven by the improvement of $1 million of these loans, which returned to accrual status during the first quarter of 2023.
Table 10 — Nonperforming Loans and Nonperforming Assets Summary
Nonaccrual loans to total loans
0.33
ACLL to nonaccrual loans
607
1.21
Loans on nonaccrual status include collateral-dependent loans. See Footnote 5 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding collateral-dependent loans.
Table 11 — Nonperforming Loan Composition
Percent of
Loan Class
1.34
1.47
0.63
0.46
3.78
33.55
0.70
0.51
0.29
Table 12 — Stratification of Nonperforming Loans
Number of Nonperforming Loans and Recorded Investment
> $100 &
No.
<= $100
<= $500
> $500
122
4,146
7,052
170
1,345
802
159
5,058
7,582
3,193
212
3,970
4,650
7,353
1,385
180
769
711
172
5,509
7,899
2,154
2,910
Table 13 — Roll-forward of Nonperforming Loans
Nonperforming loans at the beginning of the period
20,552
Loans added to nonperforming status during the period that remained nonperforming at the end of the period
2,669
1,607
Loans removed from nonperforming status during the period that were nonperforming at the beginning of the period (see table below)
(2,015)
(4,799)
Principal balance paydowns of loans nonperforming at both period ends
(383)
(378)
Net change in principal balance of other loans nonperforming at both period ends*
Nonperforming loans at the end of the period
16,966
Includes relatively small consumer portfolios, e.g., RCS loans.
Table 14 — Detail of Loans Removed from Nonperforming Status
Loans charged off
Loans transferred to OREO
Loan payoffs and paydowns
(770)
(4,595)
Loans returned to accrual status
(1,245)
(204)
Total loans removed from nonperforming status during the period that were nonperforming at the beginning of the period
Based on the Bank’s review as of March 31, 2023, management believes that its reserves are adequate to absorb expected losses on all nonperforming loans.
Total Company delinquent loans to total loans increased to 0.76% as of March 31, 2023 from 0.34% as of December 31, 2022. Core Bank delinquent loans to total Core Bank loans decreased to 0.12% as of March 31, 2023 from 0.14% as of December 31, 2022. With the exception of small-dollar consumer loans, all Traditional Bank loans past due 90-days-or-more as of March 31, 2023 and December 31, 2022 were on nonaccrual status.
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Table 15 — Delinquent Loan Composition*
0.48
0.53
0.18
14.45
22.04
0.16
0.11
7.03
0.13
0.14
58.27
4.88
10.50
8.53
20.16
3.58
Total delinquent loans
* 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.
Table 16 — Roll-forward of Delinquent Loans
Delinquent loans at the beginning of the period
13,465
Loans that became delinquent during the period - Refund Advances*
4,524
Loans added to delinquency status during the period and remained in delinquency status at the end of the period
2,675
2,103
Loans removed from delinquency status during the period that were in delinquency status at the beginning of the period (see table below)
(3,094)
(3,604)
Principal balance paydowns of loans delinquent at both period ends
Net change in principal balance of other loans delinquent at both period ends*
2,864
(245)
Delinquent loans at the end of period
16,215
RAs do not have a contractual due date but the Company considered a RA delinquent in 2022 and 2022 if it remained unpaid 35 days after the taxpayer’s tax return was submitted to the applicable taxing authority.
Includes relatively-small consumer portfolios, e.g., RCS loans.
Table 17 — Detail of Loans Removed from Delinquent Status
Refund Advances paid off or charged off
(510)
(3,418)
Loans paid current
(2,583)
(185)
Total loans removed from delinquency status during the period that were in delinquency status at the beginning of the period
Collateral-Dependent Loans and Loan Modifications
When management determines that a loan is collateral dependent and foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs, if appropriate. The Bank’s policy is to charge-off all or that portion of its recorded investment in collateral-dependent loans upon a determination that it expects the full amount of contractual principal and interest will not be collected.
A loan modification (formerly a TDR prior to the adoption of ASU 2022-02) is a 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 loan modifications 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 loan modifications remain on nonaccrual status and continue to be reported as nonperforming loans. Accruing loans modified as loan modifications 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. With the adoption of ASU 2022-02 in 2023, all loan modifications will now be recognized as collateral-dependent. As of March 31, 2023 there were $1 million collateral-dependent loan modifications.
Table 18 — Collateral-Dependent Loans and Troubled Debt Restructurings
Cashflow-dependent TDRs
5,761
Collateral-dependent TDRs
6,265
Total TDRs
Collateral-dependent loans (which are not TDRs)
14,186
Total recorded investment in TDRs and collateral-dependent loans
See Footnote 5 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding collateral-dependent loans and loan modifications and Footnote 1 “Basis of Presentation and Summary of Significant Accounting Policies” for additional discussion regarding ASU 2022-02.
Table 19 — Deposit Composition
(63,996)
(5)
87,438
(6,068)
94,851
(2,306)
(8,168)
(15)
46,933
5,868
154,552
6,687
0
161,239
2,082
61,397
37,105
98,502
100,584
261,823
Total Bank deposits increased $262 million from December 31, 2022 to $4.8 billion as of March 31, 2023. Total Core Bank deposits increased by $161 million with the CBank acquisition resulting in $283 million of this growth. Core Bank legacy deposits, which excludes the deposits assumed from the CBank acquisition, decreased $122 million, or 3%, from December 31, 2022. Within the Core Bank’s legacy deposits, interest-bearing deposits decreased $28 million and noninterest-bearing deposits decreased $94 million.
The decline in Core Bank legacy deposits was a continuing trend from the second half of 2022. Management believes the net decrease in Core Bank interest-bearing deposits was generally due to clients’ responses to the low deposit beta the Bank maintained throughout 2022 and most of the first quarter of 2023. A deposit beta measures the change in the interest rates the Bank pays for its interest-bearing deposit accounts versus the change in the federal funds target rate, which is a public index the Bank generally uses to price its non-maturity, interest-bearing deposits. A low deposit beta would indicate that the Bank has not changed the interest rates it pays on deposit accounts to the same magnitude as the FOMC has changed the FFTR.
For most of the previous 12 months, the Bank has continued a general strategy to maintain a low deposit beta as part of its approach to increase its overall net interest margin and net interest income. In general, the Bank maintained a low deposit beta during this period by not applying across-the-board increases in rates to all its interest-bearing accounts as a result of increases to the FFTR. Instead, the Bank applied a nominal amount of the FFTR’s increases to products on an across-the-board basis and selectively applied larger rate increases for more price-sensitive commercial accounts. This strategy played a significant part in expanding the Core Bank’s net interest margin throughout 2022 and into the first quarter of 2023 as the Bank’s yield on its interest earning assets generally outpaced the cost of its interest-bearing liabilities as the FFTR increased. As a result of this strategy, however, the Bank did experience a decline in both personal and business account balances during the second half of 2022 and the first quarter of 2023 as some clients moved their funds to more attractive offerings outside of the Bank. In response to this deposit outflow, the Bank expects to begin marketing select deposit products during the second quarter of 2023, such as money market accounts and short-term certificates of deposit, with higher offering rates. Management is unsure if these offering rates will reverse the recent trend of deposit outflows. Regardless, Management does believe these higher offering rates will raise the Traditional Bank's overall cost of funds and begin to cause contraction to its net interest margin on a linked-quarter basis. This strategy is subject to change depending upon several factors including, but not limited to, the Bank’s overall current and projected liquidity positions, its clients’ demand for its loans and deposit products, the Bank’s overall interest rate risk position, the interest rate environment at the time, as well as the projected interest rate environment for the near term and the long term.
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In addition to the above, the Core Bank also experienced a $160 million decrease in its legacy noninterest-bearing deposits. Management believes two factors generally drove this overall decrease in noninterest-bearing deposits. The first is a general decline in liquidity among both businesses and consumers as the excess liquidity created during the COVID pandemic continued to wane. Second, Management believes that the substantial increase in market interest rates caused the difference between what a client can earn for an interest-bearing deposit versus the client’s lack of a financial return for a noninterest-bearing deposit to become large enough to cause some clients to pursue other opportunities for their cash outside the Bank.
As a result of all the factors noted above, Management believes the Company is more likely to experience slower overall growth and possibly, a continued decline in its deposits over the foreseeable future.
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 decreased $82 million, or 39%, during the first three months of 2023 to $131 million as of March 31, 2023. SSUARs generally represent large customer relationships deposited into the Bank that require security collateral above the $250,000 FDIC insurance limit of the Bank. Due to the size of the underlying relationships, large fluctuations in the underlying account balances from period to period are common.
As it did with interest-bearing deposits, the Bank generally maintained a low beta strategy with its SSUARs over the past 12 months. As a result of this strategy, the Bank experienced a decline in SSUAR balances as some clients moved their funds to more attractive offerings outside of the Bank. As was noted with deposits, the Bank expects to market more attractive offering rates to its clients during the second quarter of 2023 and could do the same for its SSUAR clients. This strategy is subject to change depending upon several factors including, but not limited to, the Bank’s overall current and projected liquidity positions, its clients’ demand for its loans and deposit products, the Bank’s overall interest rate risk position, the interest rate environment at the time, as well as the projected interest rate environment for the near term and the long term.
Federal Home Loan Bank Advances
The Bank’s total FHLB advances were $108 million as of March 31, 2023 compared to $95 million as of December 31, 2022 and $20 million as of March 31, 2022. Approximately $88 million of these borrowings were overnight in nature as of March 31, 2023 compared to $75 million as of December 31, 2022. The Company has utilized FHLB advances over the past year to fund its deposit outflow and overall loan growth. As of March 31, 2023, the Company’s $108 million of FHLB advances had a weighted-average maturity of 0.93 years and a weighted-average cost of 4.31%.
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.
Interest Rate Swaps
See Footnote 13 “Interest Rate Swaps” of Part I Item 1 “Financial Statements” for additional discussion regarding the Bank’s interest rate swaps.
Liquidity
The Bank maintains sufficient liquidity to fund routine loan demand and routine deposit withdrawal activity. Liquidity is managed by maintaining sufficient liquid assets, primarily in the form of cash, cash equivalents, and unencumbered investment securities. Funding and cash flows can also be realized through deposit product promotions, the sale of AFS debt securities, principal paydowns on loans and mortgage-backed securities, and proceeds realized from loans held for sale.
Table 20 — Liquid Assets and Borrowing Capacity
The Company’s liquid assets and borrowing capacity included the following:
Unencumbered debt securities
479,296
438,052
Total liquid assets
728,585
751,741
Available borrowing capacity with the FHLB
929,688
899,362
Available borrowing capacity through unsecured credit lines
125,000
Total available borrowing capacity
1,054,688
1,024,362
Total liquid assets and available borrowing capacity
1,783,273
1,776,103
The Bank had a loan to deposit ratio (excluding brokered deposits) of 99% as of March 31, 2023 and 100% as of December 31, 2022. Republic’s banking centers and its website, www.republicbank.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 cancelled, 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.
As noted in the sections above titled “Deposits” and “Securities Sold Under Agreements to Repurchase and Other Short-term Borrowings”, the Bank implemented a general strategy during the last 12 months to maintain a low beta for its client-related interest-bearing liabilities as part of its overall strategy to increase its net interest margin and net interest income. As a result of this strategy, however, the Bank did experience a decline in both personal and business deposit balances and SSUAR balances as some clients moved their funds to more attractive offerings outside of the Bank. In response to this deposit outflow, the Bank expects to begin marketing select deposit products during the second quarter of 2023, such as money market accounts and short-term certificates of deposit, with higher offering rates. Management is unsure if these offering rates will reverse the recent trend of deposit outflows. Regardless, Management does believe these higher offering rates will raise the Traditional Bank's overall cost of funds and begin to cause contraction to its net interest margin on a linked-quarter basis. This strategy is subject to change depending upon several factors including, but not limited to, the Bank’s overall current and projected liquidity positions, its clients’ demand for its loans and deposit products, the Bank’s overall interest rate risk position, the interest rate environment at the time, as well as the projected interest rate environment for the near term and the long term.
As of March 31, 2023, the Bank had approximately $915 million in deposits from 194 large non-sweep deposit relationships, including reciprocal deposits, where the individual relationship exceeded $2 million. Total uninsured deposits for the Bank were $1.8 billion, or 38%, of total deposits as of March 31, 2023. The 20 largest non-sweep deposit relationships represented approximately $282 million, or 6%, of the Company’s total deposit balances as of as of March 31, 2023. 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 the Traditional Bank deposits they replace, potentially decreasing the Bank’s earnings.
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. As of March 31, 2023 and December 31, 2022, these pledged investment securities had a fair value of $134 million and $218 million.
Total stockholders’ equity increased from $857 million as of December 31, 2022 to $882 million as of March 31, 2023. The increase in stockholders’ equity was primarily attributable to net income earned during 2023 reduced primarily by cash dividends declared.
97
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 Class B Common shares have ten votes per share. Class B 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 RB&T. 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. As of April 1, 2023, RB&T could, without prior approval, declare dividends of approximately $107 million. Any payment of dividends in the future will depend, in large part, on the Company’s earnings, capital requirements, financial condition, and other factors considered relevant by the Company’s Board of Directors.
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 1 Risk-Based Capital ratio, an 8.0% Tier 1 Risk-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 1 Risk-Based Capital above their minimum risk-based capital requirements.
Republic continues to exceed the regulatory requirements for Total Risk-Based Capital, Common Equity Tier I Risk-Based Capital, Tier I Risk Based-Capital and Tier 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 the FDIC, in addition to the Capital Conservation Buffer. Republic’s average stockholders’ equity to average assets ratio was 14.15% as of March 31, 2023 compared to 13.41% as of December 31, 2022. Formal measurements of the capital ratios for Republic and the Bank are performed by the Company at each quarter end.
Table 21 — Capital Ratios (1)
Ratio
Total capital to risk-weighted assets
933,317
17.18
941,865
17.92
894,843
16.48
904,592
17.23
Common equity tier 1 capital to risk-weighted assets
869,187
16.00
877,735
16.70
826,672
15.23
840,462
16.01
Tier 1 (core) capital to risk-weighted assets
Tier 1 leverage capital to average assets
14.74
14.81
13.30
14.09
98
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 its 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 of March 31, 2023, 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 beginning April 1, 2023 and ending March 31, 2024 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 loan fees and excludes Traditional Bank loan fees.
Table 22 — Bank Interest Rate Sensitivity
Change in Rates
-200
-100
+100
+200
+300
Basis Points
% Change from base net interest income as of March 31, 2023
(2.0)
(1.1)
0.7
1.4
2.1
% Change from base net interest income as of December 31, 2022
(2.8)
(0.6)
1.8
3.7
5.7
The most material changes noted for the Bank’s interest rate sensitivity projections from December 31, 2022 to March 31, 2023 occurred in the up-rate scenarios, while the down-rate scenarios reflected modest changes.
The period-to-period declines in the up-rate scenarios were generally tied to two main factors. First, the Company’s average interest-earning cash balances further declined from December to March. As a result, the benefit the Company expects to receive from rising short-term interest rates, as a result of its immediately repricing interest-earning cash, decreased. Second, the Company increased its assumed deposit betas from December to March in anticipation of a more competitive deposit gathering and retention environment. These higher deposit betas resulted in higher projected costs for the Company’s interest-bearing deposits in a rising rate environment.
For further discussion of interest-bearing deposit betas, see section titled “Deposits” in this Form 10-Q.
LIBOR Exposure
In July 2017, the Financial Conduct Authority (“FCA”), the authority regulating LIBOR, along with various other regulatory bodies, announced that LIBOR would likely be discontinued at the end of 2021. Subsequent to that announcement, in November 2020, the FCA announced that many tenors of LIBOR would continue to be published through June 2023. In compliance with regulatory guidance, the Bank discontinued referencing LIBOR for new financial instruments during 2021 and chose SOFR to be its primary alternative reference rate for most transaction types upon the discontinuance or unavailability of LIBOR.
Regarding its legacy assets that reference LIBOR, the Bank has previously disclosed that the underlying contracts for these assets may not include adequate “fallback” language to use alternative indexes and margins when LIBOR ceases. However, on March 15, 2022, President Biden signed into law the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Law”), which is designed to accomplish the following:
With limited exception, the LIBOR Law generally covers legacy LIBOR contracts with no or inadequate fallback provisions. Additionally, under the LIBOR Law, the Board of Governors of the Federal Reserve System (the “FRB Board”) issued final regulations in December 2022 that included the selection of an FRB Board-Selected Benchmark Replacement based on SOFR and incorporates an applicable tenor spread adjustment and identification of any related conforming changes.
As of March 31, 2023, the Company had approximately $421 million of legacy assets that reference LIBOR, with short-term Warehouse loans representing $6 million of these assets, investment securities representing $62 million, and commercial and mortgage loans primarily making up the remainder. As of March 31, 2023, of the Bank’s legacy assets that reference LIBOR,
approximately $416 million of those assets were scheduled to mature after June 30, 2023. These amounts exclude derivative assets and liabilities on the Company’s consolidated balance sheet. As of March 31, 2023, the notional amount of the Company’s LIBOR-referenced interest rate derivative contracts was approximately $178 million, with $178 million of such notional amount scheduled to mature after June 30, 2023.
For additional discussion regarding the Bank’s net interest income, see the sections titled “Net Interest Income” in this section of the filing under “RESULTS OF OPERATIONS (Three months ended March 31, 2023 Compared to Three months ended March 31, 2022.”)
Item 3.Quantitative and Qualitative Disclosures about Market Risk.
Information required by this item is included under Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Item 4.Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation was carried out by Republic Bancorp, Inc.’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were not effective as of the end of the period covered by this report because of material weaknesses in our internal control over financial reporting, as described in Management’s Report on Internal Control over Financial Reporting in “Item 9A. Controls and Procedures” in its Annual Report on Form 10-K for the year ended December 31, 2022.
In addition, other than the measures described below taken in response to the material weaknesses, no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Material Weakness Remediation Efforts
The Company has commenced the implementation of some remediation measures with respect to the material weaknesses as outlined in its Annual Report on Form 10-K for the year ended December 31, 2022. As part of its remediation efforts for one of its material weaknesses, Management enhanced its internal monthly financial reporting during the first quarter of 2023 to provide a more detailed yield analysis at the product level for the performance of each RCS product. In addition, the Company has begun the planning process for those remediation measures that have not yet been implemented. Management cannot determine when all its remediation plans will be fully completed, and Management cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.
Item 1.Legal Proceedings.
In the ordinary course of operations, Republic and the Bank are defendants in various legal proceedings. There is no proceeding, pending, or threatened litigation in which Republic and the Bank are a defendant, to the knowledge of management, in which an adverse decision could result in a material adverse change in the business or consolidated financial position of Republic or the Bank.
Item 1A.Risk Factors.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Except for the additional risk factor information described below, there have been no material changes in the Company’s risk factors as previously disclosed in Part 1, “Item 1A. Risk Factors” of its Annual Report on Form 10-K for the year ended December 31, 2022. You should carefully consider the risk factors discussed below and in Republic’s 2022 Form 10-K, which could materially affect the Company’s business, financial condition and results of operations in the future.
Recent negative developments in the banking industry could adversely affect our current and projected business operations and our financial condition and results of operations. Recent bank failures and their related negative media attention have generated significant market trading volatility among publicly traded bank holding companies and, in particular, bank holding companies for regional, and community banks. These developments have negatively impacted customer confidence in regional and community banks, which could prompt customers to maintain their deposits with larger financial institutions. Further, competition for deposits has increased in recent periods, and the cost of funding has similarly increased, putting pressure on our net interest margin. If we were required to sell a portion of our securities portfolio to address liquidity needs, we may incur losses, including as a result of the negative impact of rising interest rates on the value of our securities portfolio, which could negatively affect our earnings.
The proportion of our deposit account balances that exceed FDIC insurance limits may expose the Bank to enhanced liquidity risk and earnings risks in times of financial distress. A significant factor in the two recent bank failures that occurred during the first quarter of 2023 appears to have been the proportion of the deposits held by each institution that exceeded FDIC insurance limits. In these two failures, the estimated percentage of uninsured deposits to total deposits, as previously disclosed, were at, or approaching, 90%. In response to these failures, many large depositors across the industry have withdrawn deposits in excess of applicable deposit insurance limits and deposited these funds in other financial institutions and, in many instances, moved these funds into money market mutual funds or other similar securities accounts in an effort to diversify the risk of further bank failure(s).
Uninsured deposits historically have been less stable than insured deposits. As a result, in the event of financial distress, uninsured depositors historically have been more likely to withdraw their deposits. The Company estimates that 38% of its total deposits as of March 31, 2023, were uninsured as they were above the FDIC’s insurance limit. If a significant portion of these uninsured deposits were to be withdrawn within a short period of time such that additional sources of funding would be required to meet withdrawal demands, RB&T may be unable to obtain funding at favorable terms, which may have an adverse effect on our net interest margin. Moreover, obtaining adequate funding to meet our deposit obligations may be more challenging during periods of elevated prevailing interest rates, such as the present period. Our ability to attract depositors during a time of actual or perceived distress or instability in the marketplace may be limited. Further, interest rates paid for borrowings generally exceed the interest rates paid on deposits. This spread may be exacerbated by higher prevailing interest rates.
We may experience additional increases in FDIC insurance assessments. The FDIC deposit insurance fund has recently incurred losses with the resolution of bank failures during the first quarter of 2023. As a result, the FDIC has announced that it intends to publish a notice of proposed rulemaking for a special assessment in May 2023. It is possible that our regular deposit insurance assessment rates, which were already expected to increase significantly during 2023 over 2022, will further increase should the FDIC alter its assessment rate schedule or calculation methodology for financial institutions as a result of these recent bank failures. Although we cannot predict the specific timing and terms of any special assessment or any other increase in our deposit insurance assessment rates, any increase in our assessment fees could have a materially adverse effect on our results of operations and financial condition.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Details of Republic’s Class A Common Stock purchases during the first quarter of 2023 are included in the following table:
Total Number of
Maximum Number
Shares Purchased
of Shares that May
as Part of Publicly
Yet Be Purchased
Average Price
Announced Plans
Under the Plan
Period
Paid Per Share
or Programs
January 1 - January 31
490,000
February 1 - February 28
March 1 - March 31
The Company did not repurchase any of its shares during the first quarter of 2023. In addition, in connection with employee stock awards, there were 3,057 shares withheld upon exercise of stock options to satisfy the withholding taxes. On October 25, 2022, the Board of Directors of Republic Bancorp, Inc. increased the Company’s existing authorization to purchase shares of its Class A Common Stock to 500,000 shares. The repurchase program will remain effective until the total number of shares authorized is repurchased or until Republic’s Board of Directors terminates the program. As of March 31, 2023, the Company had 490,000 shares which could be repurchased under its current share repurchase programs.
During the first quarter of 2023, there were no shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock by stockholders of Republic in accordance with the share-for-share conversion option of the Class B Common Stock. The exemption from registration of newly issued Class A Common Stock relies upon Section (3)(a)(9) of the Securities Act of 1933.
There were no equity securities of the registrant sold without registration during the quarter covered by this report.
Item 6.Exhibits.
The following exhibits are filed or furnished as a part of this report:
Exhibit Number
Description of Exhibit
31.1
Certification of Principal Executive Officer pursuant to the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002
32*
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The following financial statements from the Company’s quarterly report on Form 10-Q were formatted in iXBRL(Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, (ii) Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2023 and 2022, (iii) Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022, (iv) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 and (v) Notes to Consolidated Financial Statements
Cover Page Interactive Data File formatted in iXBRL and contained in Exhibit 101.
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Principal Executive Officer:
Date: May 5, 2023
/s/ Steven E. Trager
By: Steven E. Trager
Executive Chair (Principal Executive Officer)
Principal Financial Officer:
/s/ Kevin Sipes
By: Kevin Sipes
Executive Vice President, Chief Financial
Officer and Chief Accounting Officer (Principal Financial Officer)