UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
OR
o 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)
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Kentucky |
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61-0862051 |
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(State of other jurisdiction of
incorporation |
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(I.R.S. Employer Identification No.) |
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601 West Market Street, Louisville, Kentucky, 40202 |
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(Address of principal executive offices) |
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(502) 584-3600 |
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(Registrant’s telephone number, including area code) |
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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 and 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.
ýYes oNo
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
ýYes oNo
The number of shares outstanding of the issuer’s class of common stock as of the latest practicable date: 16,036,903 shares of Class A Common Stock and 2,054,054 shares of Class B Common Stock as of April April 30, 2004.
REPUBLIC BANCORP, INC.
FORM 10-Q
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
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EX-10.1 |
Eighth Amendment to Lease |
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EX-31.1 |
Section 302 Certification of Principal Executive Officer |
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EX-31.2 |
Section 302 Certification of Principal Financial Officer |
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EX-32.1 |
Certification of Principal Executive Officer Pursuant to 18 U.S.C Section 1350 |
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EX-32.2 |
Certification of Principal Financial Officer Pursuant to 18 U.S.C Section 1350 |
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2
PART I – FINANCIAL INFORMATION
REPUBLIC BANCORP, INC.
CONSOLIDATED BALANCE SHEETS (in thousands)
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March 31 |
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December 31 |
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(unaudited) |
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ASSETS: |
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Cash and cash equivalents |
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$ |
105,001 |
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$ |
60,876 |
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Securities available for sale |
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266,654 |
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295,520 |
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Securities to be held to maturity (fair value of $128,287 in 2004 and $114,736 in 2003) |
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128,427 |
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115,411 |
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Mortgage loans held for sale |
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16,494 |
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13,732 |
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Loans, less allowance for loan losses of $13,994 (2004) and $13,959 (2003) |
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1,609,746 |
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1,567,993 |
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Federal Home Loan Bank stock |
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19,342 |
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19,148 |
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Premises and equipment, net |
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35,661 |
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34,329 |
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Other assets and accrued interest receivable |
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22,389 |
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20,762 |
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TOTAL ASSETS |
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$ |
2,203,714 |
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$ |
2,127,771 |
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LIABILITIES: |
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Deposits: |
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Non interest-bearing |
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$ |
228,229 |
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$ |
193,321 |
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Interest-bearing |
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1,071,933 |
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1,103,791 |
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Total deposits |
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1,300,162 |
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1,297,112 |
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Securities sold under agreements to repurchase and other short-term borrowings |
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266,840 |
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220,040 |
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Federal Home Loan Bank borrowings |
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425,207 |
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420,178 |
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Other liabilities and accrued interest payable |
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31,397 |
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21,062 |
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Total liabilities |
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2,023,606 |
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1,958,392 |
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STOCKHOLDERS’ EQUITY: |
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Preferred stock, no par value |
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— |
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— |
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Class A and Class B Common Stock, no par value |
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4,367 |
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4,157 |
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Additional paid in capital |
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56,774 |
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40,260 |
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Retained earnings |
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119,545 |
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126,251 |
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Unearned shares in Employee Stock Ownership Plan |
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(2,192 |
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(2,289 |
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Accumulated other comprehensive income |
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1,614 |
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1,000 |
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Total stockholders’ equity |
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180,108 |
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169,379 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
2,203,714 |
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$ |
2,127,771 |
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See accompanying notes to consolidated financial statements.
3
REPUBLIC BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
(in thousands, except per share data)
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Three
Months Ended |
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2004 |
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2003 |
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INTEREST INCOME: |
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Loans, including fees |
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$ |
34,704 |
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$ |
29,724 |
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Securities: |
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Taxable |
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2,705 |
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2,713 |
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Non taxable |
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— |
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1 |
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Federal Home Loan Bank stock and other |
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401 |
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292 |
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Total interest income |
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37,810 |
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32,730 |
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INTEREST EXPENSE: |
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Deposits |
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5,228 |
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5,093 |
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Securities sold under agreements to repurchase and other short-term borrowings |
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657 |
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512 |
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Federal Home Loan Bank borrowings |
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4,152 |
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3,347 |
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Total interest expense |
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10,037 |
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8,952 |
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NET INTEREST INCOME |
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27,773 |
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23,778 |
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Provision for loan losses |
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2,049 |
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4,341 |
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
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25,724 |
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19,437 |
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NON INTEREST INCOME: |
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Service charges on deposit accounts |
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2,971 |
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2,177 |
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Electronic refund check fees |
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4,406 |
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3,169 |
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Title insurance commissions |
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296 |
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673 |
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Mortgage banking income |
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678 |
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4,932 |
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Debit card interchange fee income |
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474 |
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407 |
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Other |
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307 |
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376 |
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Total non interest income |
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9,132 |
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