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 June 30, 2017

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 of 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

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 July 31, 2017, was 18,615,412 and 2,242,965.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	65
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	109
Item 4.	Controls and Procedures.	109
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.	109
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	109
Item 6.	Exhibits.	110
	SIGNATURES	111

2

PART I — FINANCIAL INFORMATION

Item 1.  Financial Statements.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

	June 30,		December 31,
	2017		2016
ASSETS
Cash and cash equivalents	$	332,695	$	289,309
Securities available for sale		464,525		481,275
Securities held to maturity (fair value of $61,594 in 2017 and $53,249 in 2016)		61,159		52,864
Mortgage loans held for sale, at fair value		6,057		11,662
Consumer loans held for sale, at fair value		3,235		2,198
Consumer loans held for sale, at the lower of cost or fair value		2,464		1,310
Loans		3,916,320		3,810,778
Allowance for loan and lease losses		(37,898)		(32,920)
Loans, net		3,878,422		3,777,858
Federal Home Loan Bank stock, at cost		32,067		28,208
Premises and equipment, net		44,255		42,869
Goodwill		16,300		16,300
Other real estate owned		300		1,391
Bank owned life insurance		62,578		61,794
Other assets and accrued interest receivable		51,604		49,271
TOTAL ASSETS	$	4,955,661	$	4,816,309
LIABILITIES
Deposits:
Noninterest-bearing	$	1,061,637	$	971,952
Interest-bearing		2,072,301		2,188,740
Total deposits		3,133,938		3,160,692
Securities sold under agreements to repurchase and other short-term borrowings		113,334		173,473
Federal Home Loan Bank advances		1,002,500		802,500
Subordinated note		41,240		41,240
Other liabilities and accrued interest payable		37,758		33,998
Total liabilities		4,328,770		4,211,903
Commitments and contingent liabilities (Footnote 9)		—		—
STOCKHOLDERS’ EQUITY
Preferred stock, no par value		—		—
Class A Common Stock and Class B Common Stock, no par value		4,904		4,906
Additional paid in capital		139,023		138,192
Retained earnings		481,412		460,621
Accumulated other comprehensive income		1,552		687
Total stockholders’ equity		626,891		604,406
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,955,661	$	4,816,309

See accompanying footnotes to consolidated financial statements.

3

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)  

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
INTEREST INCOME:
Loans, including fees	$	44,735	$	37,746	$	102,739	$	79,175
Taxable investment securities		2,391		1,983		4,546		3,875
Federal Home Loan Bank stock and other		695		411		1,419		1,105
Total interest income		47,821		40,140		108,704		84,155
INTEREST EXPENSE:
Deposits		2,324		1,347		4,203		2,739
Securities sold under agreements to repurchase and other short-term borrowings		146		15		171		40
Federal Home Loan Bank advances		1,943		2,973		4,235		5,926
Subordinated note		271		228		520		439
Total interest expense		4,684		4,563		9,129		9,144
NET INTEREST INCOME		43,137		35,577		99,575		75,011
Provision for loan and lease losses		5,061		1,814		17,412		7,000
NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES		38,076		33,763		82,163		68,011
NONINTEREST INCOME:
Service charges on deposit accounts		3,390		3,282		6,637		6,422
Net refund transfer fees		2,770		1,909		18,152		18,987
Mortgage banking income		1,445		1,560		2,605		2,821
Interchange fee income		2,547		2,217		4,873		4,340
Program fees		1,284		664		2,375		963
Increase in cash surrender value of bank owned life insurance		393		369		784		708
Net gains on other real estate owned		249		80		391		328
Other		849		721		2,033		1,154
Total noninterest income		12,927		10,802		37,850		35,723
NONINTEREST EXPENSES:
Salaries and employee benefits		20,015		17,814		41,226		34,897
Occupancy and equipment, net		5,903		5,109		11,870		10,528
Communication and transportation		939		872		2,211		1,945
Marketing and development		1,409		1,190		2,413		1,697
FDIC insurance expense		300		480		750		1,138
Bank franchise tax expense		790		647		3,225		3,098
Data processing		1,695		1,543		3,347		2,876
Interchange related expense		1,071		1,047		2,129		1,951
Supplies		261		240		788		689
Other real estate owned expense		132		116		229		196
Legal and professional fees		596		604		1,348		1,427
Other		2,623		2,204		5,137		3,965
Total noninterest expenses		35,734		31,866		74,673		64,407
INCOME BEFORE INCOME TAX EXPENSE		15,269		12,699		45,340		39,327
INCOME TAX EXPENSE		5,198		4,359		15,252		13,252
NET INCOME	$	10,071	$	8,340	$	30,088	$	26,075
BASIC EARNINGS PER SHARE:
Class A Common Stock	$	0.48	$	0.40	$	1.45	$	1.26
Class B Common Stock		0.44		0.37		1.32		1.14
DILUTED EARNINGS PER SHARE:
Class A Common Stock	$	0.48	$	0.40	$	1.45	$	1.26
Class B Common Stock		0.44		0.37		1.32		1.14
DIVIDENDS DECLARED PER COMMON SHARE:
Class A Common Stock	$	0.220	$	0.209	$	0.429	$	0.407
Class B Common Stock		0.200		0.190		0.390		0.370

See accompanying footnotes to consolidated financial statements.

4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  (UNAUDITED)

(in thousands)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Net income	$	10,071	$	8,340	$	30,088	$	26,075
OTHER COMPREHENSIVE INCOME
Change in fair value of derivatives used for cash flow hedges		(104)		(219)		(76)		(790)
Reclassification amount for derivative losses realized in income		58		86		124		173
Change in unrealized gain (loss) on securities available for sale		423		416		1,129		2,708
Change in unrealized gain on security available for sale for which a portion of an other-than-temporary impairment has been recognized in earnings		101		1		154		(148)
Net unrealized gains		478		284		1,331		1,943
Tax effect		(167)		(97)		(466)		(677)
Total other comprehensive income, net of tax		311		187		865		1,266
COMPREHENSIVE INCOME	$	10,382	$	8,527	$	30,953	$	27,341

See accompanying footnotes to consolidated financial statements.

5

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2017

	Common Stock								Accumulated
	Class A	Class B			Additional				Other		Total
	Shares	Shares			Paid In		Retained		Comprehensive		Stockholders’
(in thousands)	Outstanding	Outstanding	Amount		Capital		Earnings		Income		Equity
Balance, January 1, 2017	18,615	2,245	$	4,906	$	138,192	$	460,621	$	687	$	604,406
Net income	—	—		—		—		30,088		—		30,088
Net change in accumulated other comprehensive income	—	—		—		—		—		865		865
Dividends declared Common Stock:
Class A Shares	—	—		—		—		(7,986)		—		(7,986)
Class B Shares	—	—		—		—		(876)		—		(876)
Stock options exercised, net of shares redeemed	2	—		—		33		—		—		33
Repurchase of Class A Common Stock	(13)	—		(2)		(107)		(435)		—		(544)
Conversion of Class B Common Stock to Class A Common Stock	2	(2)		—		—		—		—		—
Net change in notes receivable on Class A Common Stock	—	—		—		154		—		—		154
Deferred director compensation expense - Class A Common Stock	5	—		—		96		—		—		96
Stock based compensation expense - performance stock units	—	—		—		237		—		—		237
Stock based compensation expense - restricted stock	7	—		—		292		—		—		292
Stock based compensation expense - stock options	—	—		—		126		—		—		126
Balance, June 30, 2017	18,618	2,243	$	4,904	$	139,023	$	481,412	$	1,552	$	626,891

See accompanying footnotes to consolidated financial statements.

6

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Six Months Ended
	June 30,
	2017		2016
OPERATING ACTIVITIES:
Net income	$	30,088	$	26,075
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization on investment securities, net		208		279
Accretion on loans, deposits and core deposit intangible, net		(1,442)		(1,301)
Depreciation of premises and equipment		4,264		3,465
Amortization of mortgage servicing rights		714		683
Provision for loan and lease losses		17,412		7,000
Net gain on sale of mortgage loans held for sale		(2,256)		(2,560)
Origination of mortgage loans held for sale		(75,776)		(95,787)
Proceeds from sale of mortgage loans held for sale		83,637		90,150
Net gain on sale of consumer loans held for sale		(2,334)		(839)
Origination of consumer loans held for sale		(274,963)		(129,027)
Proceeds from sale of consumer loans held for sale		275,106		122,432
Net gain realized on sale of other real estate owned		(470)		(328)
Writedowns of other real estate owned		79		—
Deferred director compensation expense - Class A Common Stock		96		100
Stock based compensation expense		655		497
Increase in cash surrender value of bank owned life insurance		(784)		(708)
Net change in other assets and liabilities:
Accrued interest receivable		(219)		(174)
Accrued interest payable		(106)		12
Other assets		(3,076)		211
Other liabilities		3,330		(2,731)
Net cash provided by operating activities		54,163		17,449
INVESTING ACTIVITIES:
Net change in cash for acquisition of Cornerstone Bancorp, Inc.		—		(9,088)
Purchases of securities available for sale		(64,390)		(390,079)
Purchases of securities held to maturity		(10,096)		—
Proceeds from calls, maturities and paydowns of securities available for sale		82,224		394,575
Proceeds from calls, maturities and paydowns of securities held to maturity		1,792		2,866
Net change in outstanding warehouse lines of credit		(15,191)		(199,348)
Purchase of non-business-acquisition loans, including premiums paid		(2,656)		(47,986)
Net change in other loans		(98,899)		(7,726)
Proceeds from redemption of Federal Home Loan Bank stock		—		224
Purchase of Federal Home Loan Bank stock		(3,859)		—
Proceeds from sales of other real estate owned		1,954		1,727
Net purchases of premises and equipment		(5,650)		(3,088)
Net cash used in investing activities		(114,771)		(257,923)
FINANCING ACTIVITIES:
Net change in deposits		(26,754)		163,899
Net change in securities sold under agreements to repurchase and other short-term borrowings		(60,139)		(269,309)
Payments of Federal Home Loan Bank advances		(450,000)		(207,000)
Proceeds from Federal Home Loan Bank advances		650,000		495,000
Repurchase of Class A Common Stock		(544)		(1,134)
Net proceeds from Class A Common Stock options exercised		33		80
Cash dividends paid		(8,602)		(8,165)
Net cash provided by financing activities		103,994		173,371
NET CHANGE IN CASH AND CASH EQUIVALENTS		43,386		(67,103)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		289,309		210,082
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	332,695	$	142,979
SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION:
Cash paid during the period for:
Interest	$	9,235	$	9,115
Income taxes		13,420		12,771
SUPPLEMENTAL NONCASH DISCLOSURES:
Transfers from loans to real estate acquired in settlement of loans	$	472	$	1,938
Transfers from loans held for investment to held for sale		—		74,430
Loans provided for sales of other real estate owned		—		256

See accompanying footnotes to consolidated financial statements.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – JUNE 30, 2017 and 2016 AND DECEMBER 31, 2016 (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 (“RB&T” or the “Bank”) and Republic Insurance Services, Inc. (the “Captive”).  All significant intercompany balances and transactions are eliminated in consolidation. All companies are collectively referred to as (“Republic” or the “Company”).

The Bank is a Kentucky-based, state chartered non-member financial institution that provides both traditional and non-traditional banking products through four distinct operating 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 United States.

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. 

Republic Bancorp Capital Trust (“RBCT”) is a Delaware statutory business trust that is a wholly-owned unconsolidated finance subsidiary of Republic Bancorp, Inc.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“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 and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. 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, 2016.

As of June 30, 2017, the Company was divided into four distinct operating segments: Traditional Banking, Warehouse Lending (“Warehouse”), Mortgage Banking and Republic Processing Group (“RPG”). Management considers the first three segments to collectively constitute “Core Bank” or “Core Banking” activities. Correspondent Lending operations and the Company’s national branchless banking platform, MemoryBank®, are considered part of the Traditional Banking segment. The RPG segment includes the following divisions: Tax Refund Solutions (“TRS”), Republic Credit Solutions (“RCS”) and Republic Payment Solutions (“RPS”). TRS generates the majority of RPG’s income, with the relatively smaller divisions of RPG, RCS and RPS, considered immaterial for separate and independent segment reporting. All divisions of the RPG segment operate through the Bank.

8

Core Banking (includes Traditional Banking, Warehouse Lending and Mortgage Banking segments)

The Traditional Banking segment provides traditional banking products primarily to customers in the Company’s market footprint. As of June 30, 2017, Republic had 45 full-service banking centers and one loan production office (“LPO”) with locations as follows:

Kentucky — 33

Metropolitan Louisville — 19

Central Kentucky — 9

Elizabethtown — 1

Frankfort — 1

Georgetown — 1

Lexington — 5

Shelbyville — 1

Western Kentucky — 2

Owensboro — 2

Northern Kentucky — 3

Covington — 1

Florence — 1

Independence — 1

Southern Indiana — 3

Floyds Knobs — 1

Jeffersonville — 1

New Albany — 1

Metropolitan Tampa, Florida — 6

Metropolitan Cincinnati, Ohio — 1

Metropolitan Nashville, Tennessee — 3*

*Includes one LPO

Republic’s headquarters are located in Louisville, which is the largest city in Kentucky based on population.

Core 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 Core 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. Federal Home Loan Bank (“FHLB”) advances have traditionally been a significant borrowing source for the Bank.

Other sources of Core Banking income include service charges on deposit accounts, debit and credit card interchange fee income, title insurance commissions, fees charged to clients for trust services, increases in the cash surrender value of Bank Owned Life Insurance (“BOLI”) and revenue generated from Mortgage Banking activities. Mortgage Banking activities represent both the origination and sale of loans in the secondary market and the servicing of loans for others, primarily the Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”) and the Federal National Mortgage Association (“Fannie Mae” or “FNMA”).

Core Banking operating expenses consist primarily of salaries and employee benefits, occupancy and equipment expenses, communication and transportation costs, data processing, interchange related expenses, marketing and development expenses, Federal Deposit Insurance Corporation (“FDIC”) insurance expense, franchise tax expense and various other general and administrative costs. Core 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.

9

Through its 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 or purchased by the Bank through its Correspondent Lending channel. Individual loans are expected to remain on the warehouse line for an average of 15 to 30 days. Reverse mortgage loans typically remain on the line longer than conventional mortgage loans.  Interest income and loan fees are accrued for each individual loan during the time the loan 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.

Primarily from its Warehouse clients, the Core Bank acquires single family, first lien mortgage loans that meet the Core Bank’s specifications through its Correspondent Lending channel. Substantially all loans purchased through the Correspondent Lending channel are purchased at a premium.  Loans acquired through the Correspondent Lending channel generally reflect borrowers outside of the Bank’s historical market footprint, with 73% of loans acquired through this origination channel as of June 30, 2017, secured by collateral in the state of California.  The volume of loans purchased through the Correspondent Lending channel may fluctuate from time to time based on several factors, including, but not limited to, borrower demand, other investment options and the Bank’s current and forecasted liquidity position.

Republic Processing Group

Tax Refund Solutions division — Through its TRS division, 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 United States, as well as tax-preparation software providers (collectively, the “Tax Providers”). Substantially all of the business generated by the TRS division occurs in the first half of the year. The TRS division traditionally operates at a loss during the second half of the year, during which time the division incurs costs preparing for the upcoming year’s tax season.

Refund Transfers (“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 on RTs, net of rebates, are reported as noninterest income under the line item “Net refund transfer fees.”

TRS first offered its Easy Advance (“EA”) tax credit product during the first two months of 2016 and for a second successive year during the first two months of 2017.  For the first quarter 2017 tax season, the Company modified the EA product offering to have more than one advance amount and a different price structure to the Tax Providers based on the amount borrowed by the taxpayer.  All other features of the product remained substantially the same as those from the first quarter 2016 tax season, including the following: 

· No EA fee charged to the taxpayer customer;

· All fees for the product were paid by the Tax Providers with a restriction prohibiting the Tax Providers from passing along the fees to the taxpayer customer;

· No requirement that the taxpayer customer pay for another bank product, such as an RT;

· Multiple funds disbursement methods, including direct deposit, prepaid card, check or Walmart Direct2Cash®  product, based on the taxpayer customer’s election;

· Repayment of the EA to the Bank was deducted from the taxpayer customer’s tax refund proceeds; and

· If an insufficient refund to repay the EA occurred:

o there was no recourse to the taxpayer customer, 

o no negative credit reporting on the taxpayer customer, and

o no collection efforts against the taxpayer customer.

Fees paid by the Tax Providers to the Company for the EA product are reported as interest income on loans.  EAs during 2017 and 2016 were generally repaid within three weeks after the taxpayer customer’s tax return was submitted to the applicable taxing authority.  EAs do not have a contractual due date but are eligible for delinquency consideration three weeks after the taxpayer customer’s tax return is submitted to the applicable taxing authority. Provisions for loan losses on EAs are estimated when advances are made, with all expected loss provisions made in the first quarter of each year. Unpaid EAs are charged-off within 81 days after the

10

taxpayer customer’s tax return is submitted to the applicable taxing authority, with the majority of charge-offs typically recorded during the second quarter of the year.

Related to the overall credit losses on EAs, the Bank’s ability to control losses is highly dependent upon its ability to predict the taxpayer’s likelihood to receive the tax refund as claimed on the taxpayer’s tax return.  Each year, the Bank’s EA approval model is based primarily on the prior-year’s tax refund funding patterns. Because much of the loan volume occurs each year before that year’s tax refund funding patterns can be analyzed and subsequent underwriting changes made, credit losses during a current year could be higher than management’s predictions if tax refund funding patterns change materially between years.   

Republic Credit Solutions division — Through its RCS division, the Bank offers consumer credit products. In general, the credit products are unsecured, small dollar consumer loans with maturities of 30-days-or-more, and are dependent on various factors including the consumer’s ability to repay.  RCS loans typically earn a higher yield but also have higher credit risk compared to loans originated through the Traditional Banking segment.

The Company reports RCS loans originated for investment under “Loans,” while loans originated for sale are reported under “Consumer loans held for sale.”  The Company reports interest income and loan origination fees earned on RCS loans under “Loans, including fees,” while any gains or losses on sale reported as noninterest income under “Program fees.”

Republic Payment Solutions division — Through its RPS division, the Bank is an issuing bank offering general-purpose reloadable prepaid cards through third-party program managers.

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.”

11

Accounting Standards Updates (“ASUs”)

The following ASUs were issued prior to June 30, 2017 and are considered relevant to the Company’s financial statements. Generally, if an issued-but-not-yet-effective ASU with an expected immaterial impact to the Company has been disclosed in prior Company financial statements, it will not be included below.

ASU. No.	Topic	Nature of Update	Date Adoption Required	Method of Adoption	Expected Financial Statement Impact
2014-09	Revenue from Contracts with Customers (Topic 606)	Requires that revenue from contracts with clients be recognized upon transfer of control of a good or service in the amount of consideration expected to be received.  Changes the accounting for certain contract costs, including whether they may be offset against revenue in the statements of income, and requires additional disclosures about revenue and contract costs.	January 1, 2018	Full retrospective approach or a modified-retrospective approach.	Because most financial instruments are outside the scope of this ASU, the Company believes the impact on its financial statements will likely be immaterial; however, the Company will continue to review its products and services up through the effective date of this ASU.
2016-02	Leases (Topic 842)	Most leases are considered operating leases, which are not accounted for on the lessees’ balance sheets. The significant change under this ASU is that those operating leases will be recorded on the balance sheet.	January 1, 2019	Modified-retrospective approach, which includes a number of optional practical expedients.	During 2017, the Company continued to review all of its leases and further analyzed the impact of adopting this ASU.
2016-13	Financial Instruments – Credit Losses (Topic 326)	Amends guidance on reporting credit losses for assets held at amortized-cost basis and available-for-sale debt securities.	January 1, 2020	Modified-retrospective approach.	As a result of this ASU, the Company expects a substantial, yet fully undetermined, increase in its allowance for credit losses. The Company currently utilizes a third-party software solution as its model to calculate its allowance for loan and lease losses. During 2016 and into 2017, the Company formed a committee to begin the process of transitioning to a current expected credit losses (“CECL”) methodology by the expected adoption date of January 1, 2020.  As part of this transition, the committee has analyzed the Company’s loan-level data and preliminarily concluded that no additional loan level segmentation beyond its current methodology segmentation would be warranted under CECL.  The Company is also currently analyzing the output from a “beta test” CECL model provided by its third-party software solution.
2017-09	Compensation - Stock Compensation (Topic 718)	The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require the Company to apply modification accounting under Topic 718.	January 1, 2018	Prospectively, early adoption permitted.	Immaterial

The following ASUs were adopted by the Company during the six months ended June 30, 2017:

ASU. No.	Topic	Nature of Update	Date Adopted	Method of Adoption	Financial Statement Impact
2016-09	Compensation – Stock Compensation (Topic 718)	Provides simplification in areas of accounting for share-based payments, including: the income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities.	January 1, 2017	Prospectively	Immaterial
2017-08	Receivables - Nonrefundable Fees and Other Costs (Topic 310-20)	This ASU shortens the amortization period for certain callable debt securities held at a premium. Specifically, the ASU requires the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity.	June 1, 2017	Early adoption, modified retrospective approach.	Immaterial

12

2. 2016 ACQUISITION OF CORNERSTONE BANCORP, INC.

OVERVIEW

On May 17, 2016, the Company completed its acquisition of Cornerstone Bancorp, Inc. (“Cornerstone”), and its wholly-owned bank subsidiary Cornerstone Community Bank, for approximately $32 million in cash. The primary reason for the acquisition of Cornerstone was to expand the Company’s footprint in the Tampa, Florida metropolitan statistical area.

ACQUISITION SUMMARY

The following table provides a summary of the assets acquired and liabilities assumed as recorded by Cornerstone, the previously reported preliminary fair value adjustments necessary to adjust those acquired assets and assumed liabilities to fair value, final recast adjustments to those previously reported preliminary fair values, and the final fair values of those assets and liabilities as recorded by the Company. Effective October 1, 2016, management believed it had finalized the fair values of the acquired assets and assumed liabilities within the 12 months following the date of acquisition, as allowed by GAAP.

Summary of Assets Acquired and Liabilities Assumed
		May 17, 2016
	As Previously Reported					As Recasted
		As Recorded		Fair Value			Recast			As Recorded
(in thousands)		by Cornerstone		Adjustments			Adjustments			by Republic
Assets acquired:
Cash and cash equivalents	$	22,707	$	—		$	—		$	22,707
Investment securities		329		—			—			329
Loans		195,136		(5,525)	a		13	a		189,624
Allowance for loan and lease losses		(1,955)		1,955	a		—			—
Loans, net		193,181		(3,570)			13			189,624
Federal Home Loan Bank stock, at cost		224		—			—			224
Premises and equipment, net		7,770		4,457	b		—			12,227
Core deposit intangible		—		1,205	c		—			1,205
Deferred income taxes		3,714		(74)	d		—			3,640
Bank owned life insurance		7,461		—			—			7,461
Other assets and accrued interest receivable		658		—			—			658
Total assets acquired	$	236,044	$	2,018		$	13		$	238,075
Liabilities assumed:
Deposits:
Noninterest-bearing	$	52,908	$	—		$	—		$	52,908
Interest-bearing		152,257		92	e		—			152,349
Total deposits		205,165		92			—			205,257
Subordinated note		4,124		—			—			4,124
Other liabilities and accrued interest payable		2,244		787	f		—			3,031
Total liabilities assumed		211,533		879			—			212,412
Net assets acquired	$	24,511	$	1,139		$	13			25,663
Cash consideration paid										(31,795)
Goodwill									$	6,132

13

Explanation of fair value adjustments

a. Reflects the fair value adjustment based on the Company’s evaluation of the acquired loan portfolio and to eliminate the acquiree’s recorded allowance for loan losses.

b. Reflects the fair value adjustment based on the Company’s evaluation of the premises and equipment acquired.

c. Reflects the fair value adjustment for the core deposit intangible asset recorded as a result of the acquisition.

d. Reflects the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.

e. Reflects the fair value adjustment based on the Company’s evaluation of the assumed time deposits.

f. Reflects the amount needed to adjust other liabilities to estimated fair value and to record certain liabilities directly attributable to the acquisition of Cornerstone.

Goodwill of approximately $6 million, which is the excess of the merger consideration over the fair value of net assets acquired, was recorded in the Cornerstone 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 not expected to be deductible for tax purposes.

For the three and six months ended June 30, 2016, the Company’s consolidated statements of income included approximately $704,000 and $902,000 of acquisition-related costs associated with the Cornerstone acquisition.

14

3.INVESTMENT SECURITIES

Securities Available for Sale

The gross amortized cost and fair value of securities available for sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (“AOCI”) were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
June 30, 2017 (in thousands)	Cost		Gains		Losses		Value
U.S. Treasury securities and U.S. Government agencies	$	270,360	$	37	$	(812)	$	269,585
Private label mortgage backed security		3,300		1,240		—		4,540
Mortgage backed securities - residential		88,776		1,892		(213)		90,455
Collateralized mortgage obligations		78,382		409		(387)		78,404
Freddie Mac preferred stock		—		337		—		337
Community Reinvestment Act mutual fund		2,500		4		(25)		2,479
Corporate bonds		15,003		269		—		15,272
Trust preferred security		3,471		—		(18)		3,453
Total securities available for sale	$	461,792	$	4,188	$	(1,455)	$	464,525

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
December 31, 2016 (in thousands)	Cost		Gains		Losses		Value
U.S. Treasury securities and U.S. Government agencies	$	295,425	$	226	$	(1,107)	$	294,544
Private label mortgage backed security		3,691		1,086		—		4,777
Mortgage backed securities - residential		71,197		2,027		(220)		73,004
Collateralized mortgage obligations		88,559		334		(1,239)		87,654
Freddie Mac preferred stock		—		483		—		483
Community Reinvestment Act mutual fund		2,500		—		(45)		2,455
Corporate bonds		15,004		154		—		15,158
Trust preferred security		3,449		—		(249)		3,200
Total securities available for sale	$	479,825	$	4,310	$	(2,860)	$	481,275

Securities Held to Maturity

The carrying value, gross unrecognized gains and losses, and fair value of securities held to maturity were as follows:

			Gross		Gross
	Carrying		Unrecognized		Unrecognized		Fair
June 30, 2017 (in thousands)	Value		Gains		Losses		Value
U.S. Treasury securities and U.S. Government agencies	$	501	$	—	$	(1)	$	500
Mortgage backed securities - residential		155		11		—		166
Collateralized mortgage obligations		25,350		200		(59)		25,491
Corporate bonds		35,153		347		(63)		35,437
Total securities held to maturity	$	61,159	$	558	$	(123)	$	61,594

			Gross		Gross
	Carrying		Unrecognized		Unrecognized		Fair
December 31, 2016 (in thousands)	Value		Gains		Losses		Value
U.S. Treasury securities and U.S. Government agencies	$	506	$	—	$	(2)	$	504
Mortgage backed securities - residential		158		12		—		170
Collateralized mortgage obligations		27,142		250		(124)		27,268
Corporate bonds		25,058		312		(63)		25,307
Total securities held to maturity	$	52,864	$	574	$	(189)	$	53,249

At June 30, 2017 and December 31, 2016, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.

15

Sales of Securities Available for Sale

During the three and six months ended June 30, 2017 there were no gains or losses on sales or calls of securities available for sale.

During the three and six months ended June 30, 2016 there were no gains or losses on sales or calls of securities available for sale.

Investment Securities by Contractual Maturity

The amortized cost and fair value of the investment securities portfolio by contractual maturity at June 30, 2017 follows. 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.

	Securities				Securities
	Available for Sale				Held to Maturity
	Amortized		Fair		Carrying		Fair
June 30, 2017 (in thousands)	Cost		Value		Value		Value
Due in one year or less	$	35,987	$	35,989	$	501	$	501
Due from one year to five years		239,376		238,626		10,111		10,048
Due from five years to ten years		10,000		10,241		25,042		25,388
Due beyond ten years		3,471		3,454		—		—
Private label mortgage backed security		3,300		4,540		—		—
Mortgage backed securities - residential		88,776		90,455		155		166
Collateralized mortgage obligations		78,382		78,404		25,350		25,491
Freddie Mac preferred stock		—		337		—		—
Community Reinvestment Act mutual fund		2,500		2,479		—		—
Total securities	$	461,792	$	464,525	$	61,159	$	61,594

Freddie Mac Preferred Stock

During 2008, the U.S. Treasury, the Federal Reserve Board and the Federal Housing Finance Agency (“FHFA”) announced that the FHFA was placing Freddie Mac under conservatorship and giving management control to the FHFA. The Bank contemporaneously determined that its 40,000 shares of Freddie Mac preferred stock were fully impaired and recorded an other-than-temporary impairment (“OTTI”) charge of $2.1 million in 2008.  The OTTI charge brought the carrying value of the stock to $0.  In 2014, based on active trading volume of Freddie Mac preferred stock, the Company determined it appropriate to record an unrealized gain to AOCI related to its Freddie Mac preferred stock holdings.  Based on the stock’s market closing price as of June 30, 2017, the Company’s unrealized gain for its Freddie Mac preferred stock totaled $337,000.

Corporate Bonds

The Company’s portfolio of corporate bonds were rated “investment grade” by accredited rating agencies as of their respective purchase dates. The total fair value of the Bank’s corporate bonds represented 10% and 8% of the Bank’s investment portfolio as of June 30, 2017 and December 31, 2016.

Mortgage Backed Securities and Collateralized Mortgage Obligations

At June 30, 2017, with the exception of the $4.5 million private label mortgage backed security, all other mortgage backed securities and collateralized mortgage obligations (“CMOs”) held by the Bank were issued by U.S. government-sponsored entities and agencies, primarily Freddie Mac and the Fannie Mae. At June 30, 2017 and December 31, 2016, there were gross unrealized losses of $600,000 and $1.5 million related to available for sale 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.

16

Trust Preferred Security

During the fourth quarter of 2015, the Parent Company purchased a $3 million floating rate trust preferred security (“TRUP”) at a price of 68% of par.  The coupon on this security is based on the 3-month London Interbank Borrowing Rate (“LIBOR”) rate plus 159 basis points.  The Company performed an initial analysis prior to acquisition and performs ongoing analysis of the credit risk of the underlying borrower in relation to its TRUP.

Unrealized-Loss Analysis

Securities with unrealized losses at June 30, 2017 and December 31, 2016, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:

	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
June 30, 2017 (in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Securities available for sale:
U.S. Treasury securities and U.S. Government agencies	$	—	$	—	$	189,503	$	(812)	$	189,503	$	(812)
Mortgage backed securities - residential		—		—		25,977		(213)		25,977		(213)
Collateralized mortgage obligations		—		—		35,936		(387)		35,936		(387)
Community Reinvestment Act mutual fund		1,475		(25)		—		—		1,475		(25)
Trust preferred security		—		—		3,453		(18)		3,453		(18)
Total securities available for sale	$	1,475	$	(25)	$	254,869	$	(1,430)	$	256,344	$	(1,455)

	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
December 31, 2016 (in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Securities available for sale:
U.S. Treasury securities and U.S. Government agencies	$	138,002	$	(1,107)	$	—	$	—	$	138,002	$	(1,107)
Mortgage backed securities - residential		9,427		(122)		4,211		(98)		13,638		(220)
Collateralized mortgage obligations		37,547		(690)		15,668		(549)		53,215		(1,239)
Community Reinvestment Act mutual fund		2,455		(45)		—		—		2,455		(45)
Trust preferred security		3,200		(249)		—		—		3,200		(249)
Total securities available for sale	$	190,631	$	(2,213)	$	19,879	$	(647)	$	210,510	$	(2,860)

	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
June 30, 2017 (in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Securities held to maturity:
U.S. Treasury securities and U.S. Government agencies	$	500	$	(1)	$	—	$	—	$	500	$	(1)
Collateralized mortgage obligations		—		—		6,825		(59)		6,825		(59)
Corporate bonds		—		—		15,030		(63)		15,030		(63)
Total securities held to maturity	$	500	$	(1)	$	21,855	$	(122)	$	22,355	$	(123)

	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
December 31, 2016 (in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Securities held to maturity:
U.S. Treasury securities and U.S. Government agencies	$	506	$	(2)	$	—	$	—	$	506	$	(2)
Collateralized mortgage obligations		13,315		(124)		—		—		13,315		(124)
Corporate bonds		—		—		4,937		(63)		4,937		(63)
Total securities held to maturity	$	13,821	$	(126)	$	4,937	$	(63)	$	18,758	$	(189)

At June 30, 2017, the Bank’s security portfolio consisted of 181 securities, 45 of which were in an unrealized loss position.

At December 31, 2016, the Bank’s security portfolio consisted of 179 securities, 45 of which were in an unrealized loss position.

17

Other-than-temporary impairment (“OTTI”)

Unrealized losses for all investment securities are reviewed to determine whether the losses are “other-than-temporary.” Investment securities are evaluated for OTTI on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in value below amortized cost is other-than-temporary. In conducting this assessment, the Bank evaluates a number of factors including, but not limited to the following:

· The length of time and the extent to which fair value has been less than the amortized cost basis;

· The Bank’s intent to hold until maturity or sell the debt security prior to maturity;

· An analysis of whether it is more-likely-than-not that the Bank will be required to sell the debt security before its anticipated recovery;

· Adverse conditions specifically related to the security, an industry, or a geographic area;

· The historical and implied volatility of the fair value of the security;

· The payment structure of the security and the likelihood of the issuer being able to make payments;

· Failure of the issuer to make scheduled interest or principal payments;

· Any rating changes by a rating agency; and

· Recoveries or additional decline in fair value subsequent to the balance sheet date.

The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value are not necessarily favorable, or that there is a general lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized for the anticipated credit losses.

The Bank owns one private label mortgage backed security with a total carrying value of $4.5 million at June 30, 2017. 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 Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures. 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-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 10 “Fair Value” in this section of the filing.

Pledged Investment Securities

Investment securities pledged to secure public deposits, securities sold under agreements to repurchase and securities held for other purposes, as required or permitted by law are as follows:

(in thousands)	June 30, 2017		December 31, 2016
Carrying amount	$	182,185	$	231,695
Fair value		182,300		231,891

18

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 operations, while consumer loans originated for sale are originated and sold through the RCS division of the Company’s RPG segment.

Mortgage Loans Held for Sale, at Fair Value

See additional detail regarding mortgage loans originated for sale, at fair value under Footnote 11 “Mortgage Banking Activities” of this section of the filing.

Consumer Loans Held for Sale, at Fair Value

During the second quarter of 2016, RCS initiated an installment loan program, in which the Company sells 100% of the receivables approximately 21 days after origination.  The Company carries these loans at fair value, with the loans marked to market on a monthly basis and changes in fair value reported as a component of “Program fees.”

Activity for consumer loans held for sale and carried at fair value was as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Balance, beginning of period	$	3,679	$	415	$	2,198	$	—
Origination of consumer loans held for sale		19,542		13,242		31,781		13,657
Proceeds from the sale of consumer loans held for sale		(20,089)		(6,958)		(30,872)		(6,958)
Net gain on sale of consumer loans held for sale		103		127		128		127
Balance, end of period	$	3,235	$	6,826	$	3,235	$	6,826

Consumer Loans Held for Sale, at Lower of Cost or Fair Value

RCS originates for sale its line-of-credit product and its credit card product. The Bank sells 90% of the balances generated through these products within two business days of loan origination and retains a 10% interest. The line-of-credit product represents the substantial majority of activity in consumer loans held for sale and carried at the lower of cost or fair value.  Any gains or losses on the sale of 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:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Balance, beginning of period	$	1,420	$	566	$	1,310	$	514
Origination of consumer loans held for sale		128,496		71,717		243,182		115,370
Proceeds from the sale of consumer loans held for sale		(128,576)		(71,441)		(244,234)		(115,474)
Net gain on sale of consumer loans held for sale		1,124		280		2,206		712
Balance, end of period	$	2,464	$	1,122	$	2,464	$	1,122

19

5.LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

The composition of the loan portfolio at period end follows:

(in thousands)	June 30, 2017		December 31, 2016
Traditional Banking:
Residential real estate:
Owner occupied	$	961,405	$	1,000,148
Owner occupied - correspondent*		129,792		149,028
Nonowner occupied		172,684		156,605
Commercial real estate		1,104,026		1,060,496
Construction & land development		137,877		119,650
Commercial & industrial		314,433		259,026
Lease financing receivables		14,371		13,614
Home equity		344,946		341,285
Consumer:
Credit cards		17,879		13,414
Overdrafts		902		803
Automobile loans		59,921		52,579
Other consumer		15,344		19,744
Total Traditional Banking		3,273,580		3,186,392
Warehouse lines of credit*		600,630		585,439
Total Core Banking		3,874,210		3,771,831
Republic Processing Group*:
Commercial & industrial		—		6,695
Consumer:
Easy Advances		—		—
Republic Credit Solutions		42,110		32,252
Total Republic Processing Group		42,110		38,947
Total loans**		3,916,320		3,810,778
Allowance for loan and lease losses		(37,898)		(32,920)
Total loans, net	$	3,878,422	$	3,777,858

*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 at June 30, 2017 and December 31, 2016:

(in thousands)	June 30, 2017		December 31, 2016
Contractually receivable	$	3,920,955	$	3,816,086
Unearned income(1)		(1,113)		(1,050)
Unamortized premiums(2)		1,394		1,838
Unaccreted discounts(3)		(8,563)		(9,397)
Net unamortized deferred origination fees and costs(4)		3,647		3,301
Carrying value of loans	$	3,916,320	$	3,810,778

(1) Unearned income relates to lease financing receivables.

(2) Premiums predominately relate to loans acquired through the Bank’s Correspondent Lending channel.

(3) Unaccreted discounts include accretable and non-accretable discounts and predominately relate to loans acquired in the Bank’s 2016 Cornerstone acquisition and its 2012 FDIC-assisted transactions.

(4) Primarily attributable to the Traditional Banking segment.

20

Loan Purchases

The Core Bank acquires for investment single family, first lien mortgage loans that meet the Core Bank’s specifications through its Correspondent Lending channel. In addition, the Bank has acquired in the past unsecured consumer installment loans for investment from a third-party originator. Such consumer loans were purchased at par and were selected by the Bank based on certain underwriting specifications.

The following table reflects the purchased activity of single family, first lien mortgage loans and unsecured consumer loans, by class, during the three and six months ended June 30, 2017 and 2016.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Residential real estate:
Owner occupied - correspondent*	$	1,432	$	23,043	$	2,656	$	43,564
Consumer:
Other consumer*		—		1,756		—		4,422
Total purchased loans	$	1,432	$	24,799	$	2,656	$	47,986

* Represents origination amount, inclusive of applicable purchase premiums.

Loans Acquired in Cornerstone Acquisition

The following table summarizes loans acquired in the Company’s May 17, 2016 Cornerstone acquisition, finalized as of October 1, 2016:

	May 17, 2016
(in thousands)	Contractual Receivable		Non-accretable Discount		Accretable Discount		Acquisition-Day Fair Value
Residential real estate:
Owner occupied	$	15,487	$	—	$	(393)	$	15,094
Nonowner occupied		11,196		—		(101)		11,095
Commercial real estate		106,089		—		(1,498)		104,591
Construction & land development		18,277		—		(502)		17,775
Commercial & industrial		11,462		—		(191)		11,271
Home equity		20,652		—		(350)		20,302
Consumer and other		2,347		—		(147)		2,200
Total loans - ASC 310-20		185,510		—		(3,182)		182,328
Residential real estate:
Owner occupied		2,963		(822)		(15)		2,126
Nonowner occupied		1,721		(320)		(167)		1,234
Commercial real estate		4,315		(617)		(197)		3,501
Construction & land development		175		—		—		175
Commercial & industrial		66		(1)		1		66
Home equity		382		(178)		(11)		193
Consumer and other		4		(3)		—		1
Total loans - ASC 310-30 - PCI loans		9,626		(1,941)		(389)		7,296
Total loans acquired	$	195,136	$	(1,941)	$	(3,571)	$	189,624

21

Purchased-Credit-Impaired (“PCI”) Loans

The Bank acquired PCI loans on May 17, 2016 in its Cornerstone acquisition and during the year ended December 31, 2012 in two FDIC-assisted transactions. PCI loans are accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality.

Management utilized the following criteria in determining which loans were classified as PCI loans for its May 17, 2016 Cornerstone acquisition:

· Loans for which the Bank assigned a non-accretable discount

· Loans classified as nonaccrual when acquired

· Loans past due 90-days-or-more when acquired

The following table reconciles the contractually required and carrying amounts of all PCI loans at June 30, 2017 and December 31, 2016:

(in thousands)	June 30, 2017		December 31, 2016
Contractually-required principal	$	14,693	$	15,587
Non-accretable amount		(1,787)		(1,713)
Accretable amount		(3,333)		(3,600)
Carrying value of loans	$	9,573	$	10,274

The following table presents a rollforward of the accretable amount on all PCI loans:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Balance, beginning of period	$	(3,409)	$	(3,853)	$	(3,600)	$	(4,125)
Transfers between non-accretable and accretable*		(15)		(23)		75		(478)
Net accretion into interest income on loans, including loan fees		91		170		192		897
Generated from acquisition of Cornerstone Bancorp, Inc. (recasted)		—		(381)		—		(381)
Balance, end of period	$	(3,333)	$	(4,087)	$	(3,333)	$	(4,087)

*Transfers are primarily attributable to changes in estimated cash flows of the underlying loans.

22

Credit Quality Indicators

Based on the Bank’s internal analyses performed as of June 30, 2017 and December 31, 2016, the following tables reflect loans by risk category. Risk categories are defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016:

June 30, 2017			Special				Doubtful /		PCI Loans -		PCI Loans -		Total Rated
(in thousands)	Pass		Mention		Substandard		Loss		Group 1		Substandard		Loans*
Traditional Banking:
Residential real estate:
Owner occupied	$	—	$	20,553	$	12,642	$	—	$	181	$	1,741	$	35,117
Owner occupied - correspondent		—		—		—		—		—		—		—
Nonowner occupied		—		869		1,058		—		513		—		2,440
Commercial real estate		1,087,153		5,960		3,984		—		6,929		—		1,104,026
Construction & land development		137,128		—		749		—		—		—		137,877
Commercial & industrial		313,293		669		449		—		22		—		314,433
Lease financing receivables		14,371		—		—		—		—		—		14,371
Home equity		—		83		2,158		—		92		95		2,428
Consumer:
Credit cards		—		—		—		—		—		—		—
Overdrafts		—		—		—		—		—		—		—
Automobile loans		—		—		99		—		—		—		99
Other consumer		—		—		108		—		—		—		108
Total Traditional Banking		1,551,945		28,134		21,247		—		7,737		1,836		1,610,899
Warehouse lines of credit		600,630		—		—		—		—		—		600,630
Total Core Banking		2,152,575		28,134		21,247		—		7,737		1,836		2,211,529
Republic Processing Group:
Commercial & industrial		—		—		—		—		—		—		—
Consumer:
Easy Advances		—		—		—		—		—		—		—
Republic Credit Solutions		—		—		302		—		—		—		302
Total Republic Processing Group		—		—		302		—		—		—		302
Total rated loans	$	2,152,575	$	28,134	$	21,549	$	—	$	7,737	$	1,836	$	2,211,831

December 31, 2016			Special				Doubtful /		PCI Loans -		PCI Loans -		Total Rated
(in thousands)	Pass		Mention		Substandard		Loss		Group 1		Substandard		Loans*
Traditional Banking:
Residential real estate:
Owner occupied	$	—	$	21,344	$	13,117	$	—	$	218	$	2,267	$	36,946
Owner occupied - correspondent		—		—		—		—		—		—		—
Nonowner occupied		—		656		1,115		—		523		—		2,294
Commercial real estate		1,042,137		7,086		4,224		—		7,049		—		1,060,496
Construction & land development		118,769		90		791		—		—		—		119,650
Commercial & industrial		257,579		1,270		154		—		23		—		259,026
Lease financing receivables		13,614						—		—		—		13,614
Home equity		—		256		1,763		—		94		99		2,212
Consumer:
Credit cards		—		—		—		—		—		—		—
Overdrafts		—		—		—		—		—		—		—
Automobile loans		—		—		—		—		—		—		—
Other consumer		—		—		166		—		1		—		167
Total Traditional Banking		1,432,099		30,702		21,330		—		7,908		2,366		1,494,405
Warehouse lines of credit		585,439		—		—		—		—		—		585,439
Total Core Banking		2,017,538		30,702		21,330		—		7,908		2,366		2,079,844
Republic Processing Group:
Commercial & industrial		6,695		—		—		—		—		—		6,695
Consumer:
Easy Advances		—		—		—		—		—		—		—
Republic Credit Solutions		—		—		82		—		—		—		82
Total Republic Processing Group		6,695		—		82		—		—		—		6,777
Total rated loans	$	2,024,233	$	30,702	$	21,412	$	—	$	7,908	$	2,366	$	2,086,621

* The above tables exclude all non-classified or non-rated residential real estate, home equity and consumer loans at the respective period ends.

23

Allowance for Loan and Lease Losses

Activity in the allowance for loan and lease losses (“Allowance”) by loan class follows:

	Allowance Rollforward
	Three Months Ended June 30,
	2017										2016
	Beginning				Charge-				Ending		Beginning				Charge-				Ending
(in thousands)	Balance		Provision		offs		Recoveries		Balance		Balance		Provision		offs		Recoveries		Balance
Traditional Banking:
Residential real estate:
Owner occupied	$	7,071	$	(288)	$	(108)	$	65	$	6,740	$	8,049	$	(160)	$	(73)	$	77	$	7,893
Owner occupied - correspondent		353		(29)		—		—		324		607		(15)		—		—		592
Nonowner occupied		1,198		42		(3)		—		1,237		1,095		(51)		—		8		1,052
Commercial real estate		7,898		449		—		21		8,368		7,678		48		—		79		7,805
Construction & land development		2,233		274		—		1		2,508		1,348		(16)		—		—		1,332
Commercial & industrial		1,488		193		—		1		1,682		1,384		387		(330)		—		1,441
Lease financing receivables		145		6		—		—		151		97		18		—		—		115
Home equity		3,831		(21)		(91)		68		3,787		3,054		(67)		(49)		78		3,016
Consumer:
Credit cards		506		93		(21)		10		588		466		37		(50)		3		456
Overdrafts		641		337		(227)		55		806		450		489		(171)		56		824
Automobile loans		563		84		(7)		—		640		145		135		—		1		281
Other consumer		825		321		(306)		78		918		648		(7)		(131)		75		585
Total Traditional Banking		26,752		1,461		(763)		299		27,749		25,021		798		(804)		377		25,392
Warehouse lines of credit		1,238		264		—		—		1,502		985		480		—		—		1,465
Total Core Banking		27,990		1,725		(763)		299		29,251		26,006		1,278		(804)		377		26,857
Republic Processing Group:
Commercial & industrial		—		—		—		—		—		—		—		—		—		—
Consumer:
Easy Advances		7,741		(721)		(7,261)		241		—		3,169		(354)		(3,069)		254		—
Refund Anticipation Loans		—		(17)		—		17		—		—		(43)		—		43		—
Republic Credit Solutions		6,631		4,074		(2,251)		193		8,647		2,300		933		(874)		92		2,451
Total Republic Processing Group		14,372		3,336		(9,512)		451		8,647		5,469		536		(3,943)		389		2,451
Total	$	42,362	$	5,061	$	(10,275)	$	750	$	37,898	$	31,475	$	1,814	$	(4,747)	$	766	$	29,308

24

	Allowance Rollforward
	Six Months Ended June 30,
	2017										2016
	Beginning				Charge-				Ending		Beginning				Charge-				Ending
(in thousands)	Balance		Provision		offs		Recoveries		Balance		Balance		Provision		offs		Recoveries		Balance
Traditional Banking:
Residential real estate:
Owner occupied	$	7,158	$	(431)	$	(111)	$	124	$	6,740	$	8,301	$	(298)	$	(261)	$	151	$	7,893
Owner occupied - correspondent		373		(49)		—		—		324		623		(31)		—		—		592
Nonowner occupied		1,139		112		(14)		—		1,237		1,052		(8)		—		8		1,052
Commercial real estate		8,078		252		—		38		8,368		7,672		68		(41)		106		7,805
Construction & land development		1,850		657		—		1		2,508		1,303		53		(44)		20		1,332
Commercial & industrial		1,511		149		—		22		1,682		1,455		312		(330)		4		1,441
Lease financing receivables		136		15		—		—		151		89		26		—		—		115
Home equity		3,757		48		(95)		77		3,787		2,996		—		(84)		104		3,016
Consumer:
Credit cards		490		131		(48)		15		588		448		58		(62)		12		456
Overdrafts		675		420		(411)		122		806		351		673		(332)		132		824
Automobile loans		526		120		(7)		1		640		56		224		—		1		281
Other consumer		771		504		(536)		179		918		479		201		(262)		167		585
Total Traditional Banking		26,464		1,928		(1,222)		579		27,749		24,825		1,278		(1,416)		705		25,392
Warehouse lines of credit		1,464		38		—		—		1,502		967		498		—		—		1,465
Total Core Banking		27,928		1,966		(1,222)		579		29,251		25,792		1,776		(1,416)		705		26,857
Republic Processing Group:
Commercial & industrial		25		(25)		—		—		—		—		—		—		—		—
Consumer:
Easy Advances		—		7,880		(8,121)		241		—		—		3,220		(3,474)		254		—
Refund Anticipation Loans		—		(252)		—		252		—		—		(290)		—		290		—
Republic Credit Solutions		4,967		7,843		(4,536)		373		8,647		1,699		2,294		(1,720)		178		2,451
Total Republic Processing Group		4,992		15,446		(12,657)		866		8,647		1,699		5,224		(5,194)		722		2,451
Total	$	32,920	$	17,412	$	(13,879)	$	1,445	$	37,898	$	27,491	$	7,000	$	(6,610)	$	1,427	$	29,308

Nonperforming Loans and Nonperforming Assets

Detail of nonperforming loans and nonperforming assets follows:

(dollars in thousands)	June 30, 2017			December 31, 2016
Loans on nonaccrual status*	$	15,467		$	15,892
Loans past due 90-days-or-more and still on accrual**		335			167
Total nonperforming loans		15,802			16,059
Other real estate owned		300			1,391
Total nonperforming assets	$	16,102		$	17,450
Credit Quality Ratios - Total Company:
Nonperforming loans to total loans		0.40	%		0.42	%
Nonperforming assets to total loans (including OREO)		0.41			0.46
Nonperforming assets to total assets		0.32			0.36
Credit Quality Ratios - Core Bank:
Nonperforming loans to total loans		0.40	%		0.42	%
Nonperforming assets to total loans (including OREO)		0.41			0.46
Nonperforming assets to total assets		0.32			0.36

*Loans on nonaccrual status include impaired loans.

**Loans past due 90-days-or-more and still accruing consist of PCI loans or smaller balance consumer loans.

25

The following table presents 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*
(in thousands)	June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Traditional Banking:
Residential real estate:
Owner occupied	$	9,894	$	10,955	$	—	$	—
Owner occupied - correspondent		—		—		—		—
Nonowner occupied		790		852		—		—
Commercial real estate		2,613		2,725		—		—
Construction & land development		71		77		—		—
Commercial & industrial		449		154		—		—
Lease financing receivables		—		—		—		—
Home equity		1,498		1,069		4		—
Consumer:
Credit cards		—		—		—		—
Overdrafts		—		—		—		—
Automobile loans		99		—		—		—
Other consumer		53		60		29		85
Total Traditional Banking		15,467		15,892		33		85
Warehouse lines of credit		—		—		—		—
Total Core Banking		15,467		15,892		33		85
Republic Processing Group:
Commercial & industrial		—		—		—		—
Consumer:
Easy Advances		—		—		—		—
Republic Credit Solutions		—		—		302		82
Total Republic Processing Group		—		—		302		82
Total	$	15,467	$	15,892	$	335	$	167

*  Loans past due 90-days-or-more and still accruing consist of PCI loans or smaller balance consumer loans.

Nonaccrual loans and loans past due 90-days-or-more and still on accrual include both smaller balance, primarily retail, homogeneous loans that are collectively evaluated for impairment and individually classified impaired 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. Troubled Debt Restructurings (“TDRs”) on nonaccrual status are reviewed for return to accrual status on an individual basis, with additional consideration given to performance under the modified terms.

26

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
June 30, 2017	Days			Days			Days			Total			Total
(dollars in thousands)	Delinquent			Delinquent			Delinquent*			Delinquent**			Current		Total
Traditional Banking:
Residential real estate:
Owner occupied	$	1,744		$	566		$	1,410		$	3,720		$	957,685	$	961,405
Owner occupied - correspondent		—			—			—			—			129,792		129,792
Nonowner occupied		58			—			26			84			172,600		172,684
Commercial real estate		269			244			492			1,005			1,103,021		1,104,026
Construction & land development		—			—			—			—			137,877		137,877
Commercial & industrial		154			300			—			454			313,979		314,433
Lease financing receivables		—			—			—			—			14,371		14,371
Home equity		432			84			628			1,144			343,802		344,946
Consumer:
Credit cards		54			11			—			65			17,814		17,879
Overdrafts		192			—			—			192			710		902
Automobile loans		—			25			26			51			59,870		59,921
Other consumer		48			52			29			129			15,215		15,344
Total Traditional Banking		2,951			1,282			2,611			6,844			3,266,736		3,273,580
Warehouse lines of credit		—			—			—			—			600,630		600,630
Total Core Banking		2,951			1,282			2,611			6,844			3,867,366		3,874,210
Republic Processing Group:
Commercial & industrial		—			—			—			—			—		—
Consumer:
Easy Advances		—			—			—			—			—		—
Republic Credit Solutions		1,502			365			302			2,169			39,941		42,110
Total Republic Processing Group		1,502			365			302			2,169			39,941		42,110
Total	$	4,453		$	1,647		$	2,913		$	9,013		$	3,907,307	$	3,916,320
Delinquency ratio***		0.11	%		0.04	%		0.07	%		0.23	%

*All loans past due 90-days-or-more, excluding PCI loans and 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.

27

	30 - 59			60 - 89			90 or More
December 31, 2016	Days			Days			Days			Total			Total
(dollars in thousands)	Delinquent			Delinquent			Delinquent*			Delinquent**			Current		Total
Traditional Banking:
Residential real estate:
Owner occupied	$	1,696		$	337		$	2,521		$	4,554		$	995,594	$	1,000,148
Owner occupied - correspondent		—			—			—			—			149,028		149,028
Nonowner occupied		—			—			46			46			156,559		156,605
Commercial real estate		8			—			417			425			1,060,071		1,060,496
Construction & land development		—			—			—			—			119,650		119,650
Commercial & industrial		342			—			—			342			258,684		259,026
Lease financing receivables		—			—			—			—			13,614		13,614
Home equity		316			160			494			970			340,315		341,285
Consumer:
Credit cards		14			4			—			18			13,396		13,414
Overdrafts		159			1			1			161			642		803
Automobile loans		—			—			—			—			52,579		52,579
Other consumer		114			106			85			305			19,439		19,744
Total Traditional Banking		2,649			608			3,564			6,821			3,179,571		3,186,392
Warehouse lines of credit		—			—			—			—			585,439		585,439
Total Core Banking		2,649			608			3,564			6,821			3,765,010		3,771,831
Republic Processing Group:
Commercial & industrial		—			—			—			—			6,695		6,695
Consumer:
Easy Advances		—			—			—			—			—		—
Republic Credit Solutions		1,751			304			82			2,137			30,115		32,252
Total Republic Processing Group		1,751			304			82			2,137			36,810		38,947
Total	$	4,400		$	912		$	3,646		$	8,958		$	3,801,820	$	3,810,778
Delinquency ratio***		0.12	%		0.02	%		0.10	%		0.24	%

*All loans past due 90-days-or-more, excluding PCI loans and 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.

Impaired Loans

Information regarding the Bank’s impaired loans follows:

(in thousands)	June 30, 2017		December 31, 2016
Loans with no allocated Allowance	$	20,344	$	21,416
Loans with allocated Allowance		26,794		31,268
Total impaired loans	$	47,138	$	52,684
Amount of the Allowance	$	4,484	$	4,925

Approximately $2 million and $4 million of impaired loans at June 30, 2017 and December 31, 2016 were PCI loans. Approximately $1 million and $3 million of impaired loans at June 30, 2017 and December 31, 2016 were formerly PCI loans that became classified as “Impaired” through a post-acquisition troubled debt restructuring.

28

The following tables present the balance in the Allowance and the recorded investment in loans by portfolio class based on impairment method:

	Allowance for Loan and Lease Losses										Loans
	Individually				PCI with		PCI without				Individually				PCI with		PCI without
June 30, 2017	Evaluated		Collectively		Post Acquisition		Post Acquisition		Total		Evaluated		Collectively		Post Acquisition		Post Acquisition		Total
(dollars in thousands)	Excluding PCI		Evaluated		Impairment		Impairment		Allowance		Excluding PCI		Evaluated		Impairment		Impairment		Loans
Traditional Banking:
Residential real estate:
Owner occupied	$	3,017	$	3,573	$	150	$	—	$	6,740	$	30,700	$	928,783	$	1,741	$	181	$	961,405
Owner occupied - correspondent		—		324		—		—		324		—		129,792		—		—		129,792
Nonowner occupied		58		1,172		7		—		1,237		1,760		170,411		262		251		172,684
Commercial real estate		295		8,036		37		—		8,368		8,857		1,088,240		145		6,784		1,104,026
Construction & land development		95		2,413		—		—		2,508		749		137,128		—		—		137,877
Commercial & industrial		149		1,533		—		—		1,682		493		313,918		—		22		314,433
Lease financing receivables		—		151		—		—		151		—		14,371		—		—		14,371
Home equity		510		3,182		95		—		3,787		2,158		342,601		95		92		344,946
Consumer:
Credit cards		—		588		—		—		588		—		17,879		—		—		17,879
Overdrafts		—		806		—		—		806		—		902		—		—		902
Automobile loans		33		607		—		—		640		99		59,822		—		—		59,921
Other consumer		38		880		—		—		918		79		15,265		—		—		15,344
Total Traditional Banking		4,195		23,265		289		—		27,749		44,895		3,219,112		2,243		7,330		3,273,580
Warehouse lines of credit		—		1,502		—		—		1,502		—		600,630		—		—		600,630
Total Core Banking		4,195		24,767		289		—		29,251		44,895		3,819,742		2,243		7,330		3,874,210
Republic Processing Group:
Commercial & industrial		—		—		—		—		—		—		—		—		—		—
Consumer:
Easy Advances		—		—		—		—		—		—		—		—		—		—
Republic Credit Solutions		—		8,647		—		—		8,647		—		42,110		—		—		42,110
Total Republic Processing Group		—		8,647		—		—		8,647		—		42,110		—		—		42,110
Total	$	4,195	$	33,414	$	289	$	—	$	37,898	$	44,895	$	3,861,852	$	2,243	$	7,330	$	3,916,320

	Allowance for Loan and Lease Losses										Loans
	Individually				PCI with		PCI without				Individually				PCI with		PCI without
December 31, 2016	Evaluated		Collectively		Post Acquisition		Post Acquisition		Total		Evaluated		Collectively		Post Acquisition		Post Acquisition		Total
(dollars in thousands)	Excluding PCI		Evaluated		Impairment		Impairment		Allowance		Excluding PCI		Evaluated		Impairment		Impairment		Loans
Traditional Banking:
Residential real estate:
Owner occupied	$	3,203	$	3,797	$	158	$	—	$	7,158	$	31,908	$	965,755	$	2,297	$	188	$	1,000,148
Owner occupied - correspondent		—		373		—		—		373		—		149,028		—		—		149,028
Nonowner occupied		65		1,067		7		—		1,139		1,601		154,481		268		255		156,605
Commercial real estate		532		7,501		45		—		8,078		11,769		1,041,678		1,164		5,885		1,060,496
Construction & land development		120		1,730		—		—		1,850		882		118,768		—		—		119,650
Commercial & industrial		227		1,284		—		—		1,511		686		258,317		—		23		259,026
Lease financing receivables		—		136		—		—		136		—		13,614		—		—		13,614
Home equity		433		3,225		99		—		3,757		1,929		339,163		99		94		341,285
Consumer:
Credit cards		—		490		—		—		490		—		13,414		—		—		13,414
Overdrafts		—		675		—		—		675		—		803		—		—		803
Automobile loans		—		526		—		—		526		—		52,579		—		—		52,579
Other consumer		36		735		—		—		771		81		19,662		—		1		19,744
Total Traditional Banking		4,616		21,539		309		—		26,464		48,856		3,127,262		3,828		6,446		3,186,392
Warehouse lines of credit		—		1,464		—		—		1,464		—		585,439		—		—		585,439
Total Core Banking		4,616		23,003		309		—		27,928		48,856		3,712,701		3,828		6,446		3,771,831
Republic Processing Group:
Commercial & industrial		—		25		—		—		25		—		6,695		—		—		6,695
Consumer:
Easy Advances		—		—		—		—		—		—		—		—		—		—
Republic Credit Solutions		—		4,967		—		—		4,967		—		32,252		—		—		32,252
Total Republic Processing Group		—		4,992		—		—		4,992		—		38,947		—		—		38,947
Total	$	4,616	$	27,995	$	309	$	—	$	32,920	$	48,856	$	3,751,648	$	3,828	$	6,446	$	3,810,778

29

The following tables present loans individually evaluated for impairment by class of loans as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016. The difference between the “Unpaid Principal Balance” and “Recorded Investment” columns represents life-to-date partial write downs/charge offs taken on individual impaired credits.

	As of						Three Months Ended						Six Months Ended
	June 30, 2017						June 30, 2017						June 30, 2017
											Cash Basis						Cash Basis
	Unpaid						Average		Interest		Interest		Average		Interest		Interest
	Principal		Recorded		Allowance		Recorded		Income		Income		Recorded		Income		Income
(in thousands)	Balance		Investment		Allocated		Investment		Recognized		Recognized		Investment		Recognized		Recognized
Impaired loans with no related allowance recorded:
Residential real estate:
Owner occupied	$	12,651	$	11,712	$	—	$	11,802	$	48	$	—	$	12,380	$	95	$	—
Owner occupied - correspondent		—		—		—		—		—		—		—		—		—
Nonowner occupied		1,576		1,542		—		1,477		7		—		1,293		14		—
Commercial real estate		5,812		4,635		—		4,702		20		—		5,235		40		—
Construction & land development		598		598		—		537		7		—		507		15		—
Commercial & industrial		344		344		—		200		1		—		136		2		—
Lease financing receivables		—		—		—		—		—		—		—		—		—
Home equity		1,578		1,472		—		1,443		6		—		1,434		13		—
Consumer		41		41		—		41		—		—		43		—		—
Impaired loans with an allowance recorded:
Residential real estate:
Owner occupied		20,800		20,729		3,167		20,780		178		—		21,314		357		—
Owner occupied - correspondent		—		—		—		—		—		—		—		—		—
Nonowner occupied		480		480		65		483		6		—		620		11		—
Commercial real estate		4,367		4,367		332		5,229		49		—		6,579		95		—
Construction & land development		151		151		95		273		1		—		342		2		—
Commercial & industrial		149		149		149		150		—		—		274		—		—
Lease financing receivables		—		—		—		—		—		—		—		—		—
Home equity		821		781		605		826		5		—		698		9		—
Consumer		137		137		71		114		—		—		76		—		—
Total impaired loans	$	49,505	$	47,138	$	4,484	$	48,057	$	328	$	—	$	50,931	$	653	$	—

	As of						Three Months Ended						Six Months Ended
	December 31, 2016						June 30, 2016						June 30, 2016
											Cash Basis						Cash Basis
	Unpaid						Average		Interest		Interest		Average		Interest		Interest
	Principal		Recorded		Allowance		Recorded		Income		Income		Recorded		Income		Income
(in thousands)	Balance		Investment		Allocated		Investment		Recognized		Recognized		Investment		Recognized		Recognized
Impaired loans with no related allowance recorded:
Residential real estate:
Owner occupied	$	13,727	$	12,629	$	—	$	13,481	$	30	$	—	$	13,406	$	61	$	—
Owner occupied - correspondent		—		—		—		—		—		—		—		—		—
Non owner occupied		1,399		1,376		—		1,475		1		—		1,626		3		—
Commercial real estate		6,610		5,536		—		7,157		92		—		7,019		199		—
Construction & land development		476		476		—		476		5		—		1,007		10		—
Commercial & industrial		67		67		—		158		2		—		111		4		—
Lease financing receivables		—		—		—		—		—		—		—		—		—
Home equity		1,358		1,287		—		1,924		6		—		1,978		12		—
Consumer		45		45		—		94		—		—		77		—		—
Impaired loans with an allowance recorded:
Residential real estate:
Owner occupied		21,595		21,576		3,361		23,808		211		—		24,488		422		—
Owner occupied - correspondent		—		—		—		—		—		—		—		—		—
Non owner occupied		491		493		73		841		7		—		963		16		—
Commercial real estate		7,397		7,397		577		9,254		115		—		9,670		232		—
Construction & land development		405		406		120		431		5		—		504		10		—
Commercial & industrial		619		619		227		845		—		—		1,062		—		—
Lease financing receivables		—		—		—		—		—		—		—		—		—
Home equity		742		741		532		93		—		—		138		—		—
Consumer		37		36		35		44		—		—		43		—		—
Total impaired loans	$	54,968	$	52,684	$	4,925	$	60,081	$	474	$	—	$	62,092	$	969	$	—

30

Troubled Debt Restructurings

A TDR 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. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of their debt in the foreseeable future without the modification. This evaluation is performed in accordance with the Bank’s internal underwriting policy.

All TDRs are considered “Impaired,” including PCI loans subsequently restructured. The majority of the Bank’s commercial related and construction TDRs involve a restructuring of financing terms such as a reduction in the payment amount to require only interest and escrow (if required) and/or extending the maturity date of the debt. The substantial majority of the Bank’s residential real estate TDR concessions involve reducing the client’s loan payment through a rate reduction for a set period based on the borrower’s ability to service the modified loan payment. Retail loans may also be classified as TDRs due to legal modifications, such as bankruptcies.

Nonaccrual loans modified as TDRs typically remain on nonaccrual status and continue to be reported as nonperforming loans for a minimum of six consecutive months. Accruing loans modified as TDRs are evaluated for nonaccrual status based on a current evaluation of the borrower’s financial condition and ability and willingness to service the modified debt. At June 30, 2017 and December 31, 2016, $8 million and $10 million of TDRs were on nonaccrual status.

Detail of TDRs differentiated by loan type and accrual status follows:

	Troubled Debt			Troubled Debt			Total
	Restructurings on			Restructurings on			Troubled Debt
	Nonaccrual Status			Accrual Status			Restructurings
	Number of	Recorded		Number of	Recorded		Number of	Recorded
June 30, 2017 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate	66	$	5,733	198	$	21,682	264	$	27,415
Commercial real estate	6		2,327	12		6,034	18		8,361
Construction & land development	1		71	3		678	4		749
Commercial & industrial	1		149	1		44	2		193
Total troubled debt restructurings	74	$	8,280	214	$	28,438	288	$	36,718

	Troubled Debt			Troubled Debt			Total
	Restructurings on			Restructurings on			Troubled Debt
	Nonaccrual Status			Accrual Status			Restructurings
	Number of	Recorded		Number of	Recorded		Number of	Recorded
December 31, 2016 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate	79	$	7,199	198	$	21,554	277	$	28,753
Commercial real estate	6		2,430	17		8,835	23		11,265
Construction & land development	1		77	4		804	5		881
Commercial & industrial	1		154	2		533	3		687
Total troubled debt restructurings	87	$	9,860	221	$	31,726	308	$	41,586

31

The Bank considers a TDR to be performing to its modified terms if the loan is in accrual status and not past due 30-days-or-more as of the reporting date. A summary of the categories of TDR loan modifications outstanding and respective performance under modified terms at June 30, 2017 and December 31, 2016 follows:

	Troubled Debt			Troubled Debt
	Restructurings			Restructurings			Total
	Performing to			Not Performing to			Troubled Debt
	Modified Terms			Modified Terms			Restructurings
	Number of	Recorded		Number of	Recorded		Number of	Recorded
June 30, 2017 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate loans (including home equity loans):
Interest only payments	1	$	7	1	$	476	2	$	483
Rate reduction	148		17,824	50		5,471	198		23,295
Principal deferral	12		1,254	2		124	14		1,378
Legal modification	17		791	33		1,468	50		2,259
Total residential TDRs	178		19,876	86		7,539	264		27,415
Commercial related and construction/land development loans:
Interest only payments	3		893	1		388	4		1,281
Rate reduction	7		4,032	2		221	9		4,253
Principal deferral	6		1,831	5		1,938	11		3,769
Total commercial TDRs	16		6,756	8		2,547	24		9,303
Total troubled debt restructurings	194	$	26,632	94	$	10,086	288	$	36,718

	Troubled Debt			Troubled Debt
	Restructurings			Restructurings			Total
	Performing to			Not Performing to			Troubled Debt
	Modified Terms			Modified Terms			Restructurings
	Number of	Recorded		Number of	Recorded		Number of	Recorded
December 31, 2016 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate loans (including home equity loans):
Interest only payments	2	$	155	1	$	493	3	$	648
Rate reduction	148		18,125	57		6,213	205		24,338
Principal deferral	7		616	7		306	14		922
Legal modification	17		806	38		2,039	55		2,845
Total residential TDRs	174		19,702	103		9,051	277		28,753
Commercial related and construction/land development loans:
Interest only payments	5		2,666	1		413	6		3,079
Rate reduction	8		4,769	2		228	10		4,997
Principal deferral	10		2,737	5		2,020	15		4,757
Total commercial TDRs	23		10,172	8		2,661	31		12,833
Total troubled debt restructurings	197	$	29,874	111	$	11,712	308	$	41,586

As of June 30, 2017 and December 31, 2016, 73% and 72% of the Bank’s TDRs were performing according to their modified terms. The Bank had provided $3 million and $4 million of specific reserve allocations to clients whose loan terms have been modified in TDRs as of June 30, 2017 and December 31, 2016. The Bank had no commitments to lend any additional material amounts to its existing TDR relationships at June 30, 2017 or December 31, 2016.

32

A summary of the categories of TDR loan modifications by respective performance as of June 30, 2017 and 2016 that were modified during the three months ended June 30, 2017 and 2016 follows:

	Troubled Debt			Troubled Debt
	Restructurings			Restructurings			Total
	Performing to			Not Performing to			Troubled Debt
	Modified Terms			Modified Terms			Restructurings
	Number of	Recorded		Number of	Recorded		Number of	Recorded
June 30, 2017 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate loans (including home equity loans):
Interest only payments	—	$	—	—	$	—	—	$	—
Rate reduction	1		220	—		—	1		220
Principal deferral	2		810	—		—	2		810
Legal modification	1		11	—		—	1		11
Total residential TDRs	4		1,041	—		—	4		1,041
Commercial related and construction/land development loans:
Interest only payments	—		—	—		—	—		—
Rate reduction	—		—	—		—	—		—
Principal deferral	—		—	—		—	—		—
Total commercial TDRs	—		—	—		—	—		—
Total troubled debt restructurings	4	$	1,041	—	$	—	4	$	1,041

	Troubled Debt			Troubled Debt
	Restructurings			Restructurings			Total
	Performing to			Not Performing to			Troubled Debt
	Modified Terms			Modified Terms			Restructurings
	Number of	Recorded		Number of	Recorded		Number of	Recorded
June 30, 2016 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate loans (including home equity loans):
Interest only payments	—	$	—	—	$	—	—	$	—
Rate reduction	1		133	2		98	3		231
Principal deferral	—		—	—		—	—		—
Legal modification	—		—	—		—	—		—
Total residential TDRs	1		133	2		98	3		231
Commercial related and construction/land development loans:
Interest only payments	—		—	—		—	—		—
Rate reduction	—		—	—		—	—		—
Principal deferral	—		—	—		—	—		—
Total commercial TDRs	—		—	—		—	—		—
Total troubled debt restructurings	1	$	133	2	$	98	3	$	231

The tables above are inclusive of loans that were TDRs at the end of previous periods and were re-modified, e.g., a maturity date extension during the current period.

As of June 30, 2017 and 2016, 100% and 58% of the Bank’s TDRs that occurred during the second quarters of 2017 and 2016 were performing according to their modified terms. The Bank provided approximately $30,000 and $29,000 in specific reserve allocations to clients whose loan terms were modified in TDRs during the second quarters of 2017 and 2016.

There was no significant change between the pre and post modification loan balances for the three months ending June 30, 2017 and 2016.

33

A summary of the categories of TDR loan modifications by respective performance as of June 30, 2017 and 2016 that were modified during the six months ended June 30, 2017 and 2016 follows:

	Troubled Debt			Troubled Debt
	Restructurings			Restructurings			Total
	Performing to			Not Performing to			Troubled Debt
	Modified Terms			Modified Terms			Restructurings
	Number of	Recorded		Number of	Recorded		Number of	Recorded
June 30, 2017 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate loans (including home equity loans):
Interest only payments	—	$	—	—	$	—	—	$	—
Rate reduction	2		379	—		—	2		379
Principal deferral	2		810	—		—	2		810
Legal modification	1		11	—		—	1		11
Total residential TDRs	5		1,200	—		—	5		1,200
Commercial related and construction/land development loans:
Interest only payments	—		—	—		—	—		—
Rate reduction	—		—	—		—	—		—
Principal deferral	—		—	—		—	—		—
Total commercial TDRs	—		—	—		—	—		—
Total troubled debt restructurings	5	$	1,200	—	$	—	5	$	1,200

	Troubled Debt			Troubled Debt
	Restructurings			Restructurings			Total
	Performing to			Not Performing to			Troubled Debt
	Modified Terms			Modified Terms			Restructurings
	Number of	Recorded		Number of	Recorded		Number of	Recorded
June 30, 2016 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate loans (including home equity loans):
Interest only payments	—	$	—	—	$	—	—	$	—
Rate reduction	3		187	3		153	6		340
Principal deferral	—		—	—		—	—		—
Legal modification	2		88	2		78	4		166
Total residential TDRs	5		275	5		231	10		506
Commercial related and construction/land development loans:
Interest only payments	—		—	—		—	—		—
Rate reduction	—		—	—		—	—		—
Principal deferral	—		—	—		—	—		—
Total commercial TDRs	—		—	—		—	—		—
Total troubled debt restructurings	5	$	275	5	$	231	10	$	506

As of June 30, 2017 and 2016, 100% and 54% of the Bank’s TDRs that occurred during the first six months of 2017 and 2016 were performing according to their modified terms. The Bank provided approximately $65,000 and $45,000 in specific reserve allocations to clients whose loan terms were modified in TDRs during the first six months of 2017 and 2016.

There was no significant change between the pre and post modification loan balances for the six months ending June 30, 2017 and 2016.

34

The following table presents loans by class modified as troubled debt restructurings within the previous 12 months of June 30, 2017 and 2016 and for which there was a payment default during the three and/or six months ended June 30, 2017 and 2016.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
		Recorded		Number of	Recorded		Number of	Recorded		Number of	Recorded
(dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate:
Owner occupied	—	$	—	1	$	94	—	$	—	5	$	258
Owner occupied - correspondent	—		—	—		—	—		—	—		—
Nonowner occupied	—		—	—		—	—		—	—		—
Commercial real estate	—		—	—		—	—		—	2		140
Construction & land development	—		—	—		—	—		—	—		—
Commercial & industrial	—		—	—		—	—		—	—		—
Lease financing receivables	—		—	—		—	—		—	—		—
Home equity	—		—	1		4	—		—	1		4
Consumer	—		—	—		—	—		—	—		—
Total	—	$	—	2	$	98	—	$	—	8	$	402

Foreclosures

The following table presents the carrying amount of foreclosed properties held at June 30, 2017 and December 31, 2016 as a result of the Bank obtaining physical possession of such properties:

(in thousands)	June 30, 2017		December 31, 2016
Residential real estate	$	300	$	1,391
Total other real estate owned	$	300	$	1,391

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 local requirements of the applicable jurisdiction as of June 30, 2017 and December 31, 2016:

(in thousands)	June 30, 2017		December 31, 2016
Recorded investment in consumer residential real estate mortgage loans in the process of foreclosure	$	1,179	$	1,677

35

Easy Advances

The Company’s RPG segment offered its EA product through the TRS division during the first two months of 2017 and 2016.  The Company based its provision for loss for EAs primarily on prior year IRS funding patterns.    

Additional information regarding EAs follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(dollars in thousands)	2017		2016		2017			2016
Easy Advances originated	$	—	$	—	$	328,523		$	123,230
Net Charge (Credit) to the Provision for Easy Advances		(721)		(354)		7,880			3,220
Provision to total Easy Advances originated		NA		NA		2.40	%		2.61	%
Easy Advances net charge-offs	$	7,020	$	2,815	$	7,880		$	3,220
Easy Advances net charge-offs to total Easy Advances originated		NA		NA		2.40	%		2.61	%

NA – Not applicable

36

6.DEPOSITS

Ending deposit balances at June 30, 2017 and December 31, 2016 were as follows:

(in thousands)	June 30, 2017		December 31, 2016
Core Bank:
Demand	$	910,579	$	872,709
Money market accounts		540,005		541,622
Brokered money market accounts		136,616		360,597
Savings		178,890		164,410
Individual retirement accounts*		45,475		42,642
Time deposits, $250 and over*		61,662		37,200
Other certificates of deposit*		159,484		140,894
Brokered certificates of deposit*		38,186		28,666
Total Core Bank interest-bearing deposits		2,070,897		2,188,740
Total Core Bank noninterest-bearing deposits		1,005,668		943,459
Total Core Bank deposits		3,076,565		3,132,199
Republic Processing Group ("RPG"):
Money market accounts		1,404		—
Total RPG interest-bearing deposits		1,404		—
Brokered prepaid card deposits		1,035		15
Other noninterest-bearing deposits		54,934		28,478
Total RPG noninterest-bearing deposits		55,969		28,493
Total RPG deposits		57,373		28,493
Total deposits	$	3,133,938	$	3,160,692

*Represents a time deposit.

The following table summarizes deposits acquired in the Company’s May 17, 2016 Cornerstone acquisition, finalized as of October 1, 2016:

	May 17, 2016
(in thousands)	Contractual Principal		Fair Value Adjustment		Acquisition-Day Fair Value
Demand	$	59,507	$	—	$	59,507
Money market accounts		53,773		—		53,773
Savings		12,352		—		12,352
Individual retirement accounts*		3,897		13		3,910
Time deposits, $250 and over*		3,385		12		3,397
Other certificates of deposit*		19,343		67		19,410
Total interest-bearing deposits		152,257		92		152,349
Total noninterest-bearing deposits		52,908		—		52,908
Total deposits	$	205,165	$	92	$	205,257

*Represents a time deposit.

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.

At June 30, 2017 and December 31, 2016, all securities sold under agreements to repurchase had overnight maturities. Information regarding securities sold under agreements to repurchase follows:

(dollars in thousands)	June 30, 2017			December 31, 2016
Outstanding balance at end of period	$	113,334		$	173,473
Weighted average interest rate at end of period		0.38	%		0.05	%
Fair value of securities pledged:
U.S. Treasury securities and U.S. Government agencies	$	55,812		$	116,025
Mortgage backed securities - residential		57,295			45,894
Collateralized mortgage obligations		43,485			41,155
Total securities pledged	$	156,592		$	203,074

	Three Months Ended							Six Months Ended
	June 30,						June 30,
(dollars in thousands)	2017			2016			2017			2016
Average outstanding balance during the period	$	179,594		$	267,574		$	198,896		$	337,636
Average interest rate during the period		0.33	%		0.02	%		0.17	%		0.02	%
Maximum outstanding at any month end during the period	$	156,339		$	263,228		$	183,709		$	367,373

8.FEDERAL HOME LOAN BANK ADVANCES

At June 30, 2017 and December 31, 2016, FHLB advances were as follows:

(dollars in thousands)	June 30, 2017		December 31, 2016
Overnight advances	$	625,000	$	285,000
Variable interest rate advance indexed to 3-Month LIBOR plus 0.14% due in December 2017		10,000		10,000
Fixed interest rate advances		367,500		457,500
Putable fixed interest rate advances		—		50,000
Total FHLB advances	$	1,002,500	$	802,500

38

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. At June 30, 2017 and December 31, 2016, Republic had available borrowing capacity of $96 million and $378 million, respectively, from the FHLB. In addition to its borrowing capacity with the FHLB, Republic also had unsecured lines of credit totaling $125 million and $150 million available through various other financial institutions as of June 30, 2017 and December 31, 2016.

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
2017 (Overnight)	$	625,000	1.17	%
2017 (Term)		40,000	1.36
2018		117,500	1.53
2019		100,000	1.80
2020		90,000	1.81
2021		20,000	1.86
2022		—	—
Thereafter		10,000	2.14
Total	$	1,002,500	1.36

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:

(dollars in thousands)	June 30, 2017			December 31, 2016
Outstanding balance at end of period	$	625,000		$	285,000
Weighted average interest rate at end of period		1.17	%		0.64	%

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands)	2017			2016			2017			2016
Average outstanding balance during the period	$	114,121		$	128,846		$	111,740		$	68,352
Average interest rate during the period		1.06	%		0.40	%		0.88	%		0.40	%
Maximum outstanding at any month end during the period	$	625,000		$	495,000		$	625,000		$	495,000

The following table illustrates real estate loans pledged to collateralize advances and letters of credit with the FHLB:

(in thousands)	June 30, 2017		December 31, 2016
First lien, single family residential real estate	$	1,136,031	$	1,172,161
Home equity lines of credit		310,459		300,681
Multi-family commercial real estate		—		14,913

39

9.OFF BALANCE SHEET RISKS, COMMITMENTS AND CONTINGENT LIABILITIES

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.  Additionally, the Company makes binding purchase commitments to third-party loan correspondent originators.  These commitments assure that the Company will purchase a loan from such correspondent originators at a specific price for a specific period of time.  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:

(in thousands)	June 30, 2017		December 31, 2016
Unused warehouse lines of credit	$	474,370	$	453,110
Unused home equity lines of credit		357,497		341,434
Unused loan commitments - other		683,199		560,629
Commitments to purchase loans*		1,154		3,176
Standby letters of credit		12,500		15,568
Total commitments	$	1,528,720	$	1,373,917

*Commitments made through the Bank's Correspondent Lending channel.

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.

40

10.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 fair value:

Securities available for sale: Quoted market prices in an active market are available for the Bank’s Community Reinvestment Act (“CRA”) mutual fund investment and fall within Level 1 of the fair value hierarchy.

Except for the Bank’s CRA mutual fund investment, its private label mortgage backed security and its TRUP investment, the fair value of securities available for sale 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 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 Measurements and Disclosures. 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 November 2015 and considered the most recent bid price for the same instrument to approximate market value at June 30, 2017. 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.

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: During 2016, RCS initiated an installment loan program and elected to carry all loans originated through this program at fair value. Such loans are generally sold within 21 days of origination, with their fair value based on contractual terms, Level 3 inputs.

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 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.

41

Impaired loans: Collateral-dependent impaired loans generally reflect partial charge-downs to their respective fair value, which is commonly based on recent real estate appraisals or broker price opinions (“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 impaired 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 Credit Administration Department 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: On at least a quarterly basis, 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). There were no MSR tranches carried at fair value at June 30, 2017 and December 31, 2016.

42

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:

	Fair Value Measurements at
	June 30, 2017 Using:
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable		Total
	Assets		Inputs		Inputs		Fair
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Value
Financial assets:
Securities available for sale:
U.S. Treasury securities and U.S. Government agencies	$	—	$	269,585	$	—	$	269,585
Private label mortgage backed security		—		—		4,540		4,540
Mortgage backed securities - residential		—		90,455		—		90,455
Collateralized mortgage obligations		—		78,404		—		78,404
Freddie Mac preferred stock		—		337		—		337
Community Reinvestment Act mutual fund		2,479		—		—		2,479
Corporate bonds		—		15,272		—		15,272
Trust preferred security		—		—		3,453		3,453
Total securities available for sale	$	2,479	$	454,053	$	7,993	$	464,525
Mortgage loans held for sale	$	—	$	6,057	$	—	$	6,057
Consumer loans held for sale		—		—		3,235		3,235
Rate lock loan commitments		—		582		—		582
Interest rate swap agreements		—		432		—		432
Financial liabilities:
Mandatory forward contracts	$	—	$	48	$	—	$	48
Interest rate swap agreements		—		777		—		777

	Fair Value Measurements at
	December 31, 2016 Using:
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable		Total
	Assets		Inputs		Inputs		Fair
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Value
Financial assets:
Securities available for sale:
U.S. Treasury securities and U.S. Government agencies	$	—	$	294,544	$	—	$	294,544
Private label mortgage backed security		—		—		4,777		4,777
Mortgage backed securities - residential		—		73,004		—		73,004
Collateralized mortgage obligations		—		87,654		—		87,654
Freddie Mac preferred stock		—		483		—		483
Community Reinvestment Act mutual fund		2,455		—		—		2,455
Corporate bonds		—		15,158		—		15,158
Trust preferred security		—		—		3,200		3,200
Total securities available for sale	$	2,455	$	470,843	$	7,977	$	481,275
Mortgage loans held for sale	$	—	$	11,662	$	—	$	11,662
Consumer loans held for sale		—		—		2,198		2,198
Rate lock loan commitments		—		299		—		299
Mandatory forward contracts		—		204		—		204
Interest rate swap agreements		—		305		—		305
Financial liabilities:
Interest rate swap agreements	$	—	$	597	$	—		597

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 and six months ended June 30, 2017 and 2016.

43

Private Label Mortgage Backed Security

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) for the periods ended June 30, 2017 and 2016:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Balance, beginning of period	$	4,682	$	4,983	$	4,777	$	5,132
Total gains or losses included in earnings:
Net change in unrealized gain		101		1		154		(148)
Principal paydowns		(243)		(38)		(391)		(38)
Balance, end of period	$	4,540	$	4,946	$	4,540	$	4,946

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 Fair Isaac Corporation (“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 lower/higher fair value measurement.

The following tables present quantitative information about recurring Level 3 fair value measurement inputs for the Bank’s single private label mortgage backed security at June 30, 2017 and December 31, 2016:

	Fair		Valuation
June 30, 2017 (dollars in thousands)	Value		Technique	Unobservable Inputs	Range
Private label mortgage backed security	$	4,540	Discounted cash flow	(1) Constant prepayment rate	3.0% - 6.5%
				(2) Probability of default	3.0% - 8.0%
				(3) Loss severity	60% - 85%

	Fair		Valuation
December 31, 2016 (dollars in thousands)	Value		Technique	Unobservable Inputs	Range
Private label mortgage backed security	$	4,777	Discounted cash flow	(1) Constant prepayment rate	2.0% - 6.5%
				(2) Probability of default	3.0% - 9.0%
				(3) Loss severity	60% - 90%

44

Trust Preferred Security

The Company invested in its TRUP in November 2015. 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) for the three and six months ended June 30, 2017 and 2016:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Balance, beginning of period	$	3,200	$	3,400	$	3,200	$	3,405
Total gains or losses included in earnings:
Discount accretion		11		11		22		22
Net change in unrealized loss		242		(261)		231		(277)
Balance, end of period	$	3,453	$	3,150	$	3,453	$	3,150

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. 

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 June 30, 2017 and December 31, 2016. 

As of June 30, 2017 and December 31, 2016, the aggregate fair value, contractual balance, and unrealized gain was as follows:

(in thousands)	June 30, 2017		December 31, 2016
Aggregate fair value	$	6,057	$	11,662
Contractual balance		5,852		11,568
Unrealized gain		205		94

The total amount of gains and losses from changes in fair value included in earnings for the three and six months ended June 30, 2017 and 2016 for mortgage loans held for sale are presented in the following table:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Interest income	$	86	$	40	$	153	$	72
Change in fair value		118		39		111		98
Total included in earnings	$	204	$	79	$	264	$	170

45

Consumer Loans Held for Sale

During 2016, RCS initiated an installment loan program and elected to carry all loans originated through this program at fair value. Such loans are generally sold within 21 days of origination, with their fair value based on contractual terms. 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 June 30, 2017 and 2016. 

A reconciliation of the Company’s consumer loans held for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2017 and 2016 is included in Footnote 4 of this section of the filing.

The significant unobservable inputs in the fair value measurement of the Bank’s 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 as of June 30, 2017 and December 31, 2016:

	Fair		Valuation
June 30, 2017 (dollars in thousands)	Value		Technique	Unobservable Inputs	Rate
Consumer loans held for sale	$	3,235	Contractual Terms	(1) Net Premium	0.9%
				(2) Discounted Sales	5.0%

	Fair		Valuation
December 31, 2016 (dollars in thousands)	Value		Technique	Unobservable Inputs	Rate
Consumer loans held for sale	$	2,198	Contractual Terms	(1) Net Premium	0.9%
				(2) Discounted Sales	5.0%

As of June 30, 2017 and December 31, 2016 the aggregate fair value, contractual balance, and unrealized gain on consumer loans held for sale, at fair value, was as follows:

(in thousands)	June 30, 2017		December 31, 2016
Aggregate fair value	$	3,235	$	2,198
Contractual balance		3,063		2,084
Unrealized gain		172		114

The total amount of net gains from changes in fair value included in earnings for the three and six months ended June 30, 2017 and 2016 for consumer loans held for sale, at fair value, are presented in the following table:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Interest income	$	322	$	161	$	508	$	161
Change in fair value		(24)		362		58		362
Total included in earnings	$	298	$	523	$	566	$	523

46

Assets measured at fair value on a non-recurring basis are summarized below:

	Fair Value Measurements at
	June 30, 2017 Using:
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable		Total
	Assets		Inputs		Inputs		Fair
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Value
Impaired loans:
Residential real estate:
Owner occupied	$	—	$	—	$	4,359	$	4,359
Nonowner occupied		—		—		38		38
Commercial real estate		—		—		2,382		2,382
Home equity		—		—		642		642
Total impaired loans*	$	—	$	—	$	7,421	$	7,421

	Fair Value Measurements at
	December 31, 2016 Using:
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable		Total
	Assets		Inputs		Inputs		Fair
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Value
Impaired loans:
Residential real estate:
Owner occupied	$	—	$	—	$	4,787	$	4,787
Nonowner occupied		—		—		8		8
Commercial real estate		—		—		2,643		2,643
Home equity		—		—		426		426
Total impaired loans*	$	—	$	—	$	7,864	$	7,864
Other real estate owned:
Residential real estate	$	—	$	—	$	400	$	400
Total other real estate owned	$	—	$	—	$	400	$	400

* The difference between the carrying value and the fair value of impaired loans measured at fair value is reconciled in a subsequent table of this Footnote.

47

The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis:

					Range
	Fair		Valuation	Unobservable	(Weighted
June 30, 2017 (dollars in thousands)	Value		Technique	Inputs	Average)
Impaired loans - residential real estate owner occupied	$	4,359	Sales comparison approach	Adjustments determined for differences between comparable sales	0% - 53% (6%)
Impaired loans - residential real estate nonowner occupied	$	38	Sales comparison approach	Adjustments determined for differences between comparable sales	0% - 45% (18%)
Impaired loans - commercial real estate	$	997	Sales comparison approach	Adjustments determined for differences between comparable sales	0% - 23% (4%)
Impaired loans - commercial real estate	$	1,385	Income approach	Adjustments for differences between net operating income expectations	17% (17%)
Impaired loans - home equity	$	642	Sales comparison approach	Adjustments determined for differences between comparable sales	0% - 71% (18%)

					Range
	Fair		Valuation	Unobservable	(Weighted
December 31, 2016 (dollars in thousands)	Value		Technique	Inputs	Average)
Impaired loans - residential real estate owner occupied	$	4,787	Sales comparison approach	Adjustments determined for differences between comparable sales	0% - 53% (6%)
Impaired loans - residential real estate nonowner occupied	$	8	Sales comparison approach	Adjustments determined for differences between comparable sales	0% (0%)
Impaired loans - commercial real estate	$	1,214	Sales comparison approach	Adjustments determined for differences between comparable sales	3% - 49% (30%)
Impaired loans - commercial real estate	$	1,429	Income approach	Adjustments for differences between net operating income expectations	17% (17%)
Impaired loans - home equity	$	426	Sales comparison approach	Adjustments determined for differences between comparable sales	0% - 29% (16%)
Other real estate owned - residential real estate	$	400	Sales comparison approach	Adjustments determined for differences between comparable sales	17% (17%)

48

Impaired Loans

Collateral-dependent impaired loans are generally measured for impairment 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 impairment 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 impairment 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 impairment review generally results in a partial charge-off of the loan if fair value less selling costs are below the loan’s carrying value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

Impaired collateral-dependent loans are as follows:

(in thousands)	June 30, 2017		December 31, 2016
Carrying amount of loans measured at fair value	$	6,652	$	6,963
Estimated selling costs considered in carrying amount		843		936
Valuation allowance		(74)		(35)
Total fair value	$	7,421	$	7,864

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Provisions on collateral-dependent, impaired loans	$	118	$	47	$	190	$	92

Other Real Estate Owned

Other real estate owned, which is carried at the lower of cost or fair value, is periodically assessed for impairment based on fair value at the reporting date. Fair value is determined from external appraisals or BPOs using judgments and estimates of external professionals. Many of these inputs are not observable and, accordingly, these measurements are classified as Level 3.

Details of other real estate owned carrying value and write downs follow:

(in thousands)	June 30, 2017		December 31, 2016
Other real estate owned carried at fair value	$	—	$	400
Other real estate owned carried at cost		300		991
Total carrying value of other real estate owned	$	300	$	1,391

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Other real estate owned write-downs during the period	$	9	$	—	$	79	$	—

49

The carrying amounts and estimated fair values of all financial instruments at June 30, 2017 and December 31, 2016 follows:

			Fair Value Measurements at
			June 30, 2017:
									Total
	Carrying								Fair
(in thousands)	Value		Level 1		Level 2		Level 3		Value
Assets:
Cash and cash equivalents	$	332,695	$	332,695	$	—	$	—	$	332,695
Securities available for sale		464,525		2,479		454,053		7,993		464,525
Securities held to maturity		61,159		—		61,594		—		61,594
Mortgage loans held for sale, at fair value		6,057		—		6,057		—		6,057
Consumer loans held for sale, at fair value		3,235		—		—		3,235		3,235
Consumer loans held for sale, at the lower of cost or fair value		2,464		—		2,464		—		2,464
Loans, net		3,878,422		—		—		3,858,270		3,858,270
Federal Home Loan Bank stock		32,067		—		—		—		NA
Accrued interest receivable		10,575		—		10,575		—		10,575
Liabilities:
Noninterest-bearing deposits	$	1,061,637		—	$	1,061,637		—	$	1,061,637
Transaction deposits		1,767,494		—		1,767,494		—		1,767,494
Time deposits		304,807		—		303,846		—		303,846
Securities sold under agreements to repurchase and other short-term borrowings		113,334		—		113,334		—		113,334
Federal Home Loan Bank advances		1,002,500		—		998,996		—		998,996
Subordinated note		41,240		—		32,469		—		32,469
Accrued interest payable		842		—		842		—		842

			Fair Value Measurements at
			December 31, 2016:
									Total
	Carrying								Fair
(in thousands)	Value		Level 1		Level 2		Level 3		Value
Assets:
Cash and cash equivalents	$	289,309	$	289,309	$	—	$	—	$	289,309
Securities available for sale		481,275		2,455		470,843		7,977		481,275
Securities held to maturity		52,864		—		53,249		—		53,249
Mortgage loans held for sale, at fair value		11,662		—		11,662		—		11,662
Consumer loans held for sale, at fair value		2,198		—		—		2,198		2,198
Consumer loans held for sale, at the lower of cost or fair value		1,310		—		1,310		—		1,310
Loans, net		3,777,858		—		—		3,757,698		3,757,698
Federal Home Loan Bank stock		28,208		—		—		—		NA
Accrued interest receivable		10,356		—		10,356		—		10,356
Liabilities:
Noninterest-bearing deposits	$	971,952		—	$	971,952		—	$	971,952
Transaction deposits		1,939,338		—		1,939,338		—		1,939,338
Time deposits		249,417		—		248,684		—		248,684
Securities sold under agreements to repurchase and other short-term borrowings		173,473		—		173,473		—		173,473
Federal Home Loan Bank advances		802,500		—		798,594		—		798,594
Subordinated note		41,240		—		30,821		—		30,821
Accrued interest payable		948		—		948		—		948

NA - Not applicable

50

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the Bank’s estimates.

The assumptions used in the estimation of the fair value of the Company’s financial instruments are explained below. Where quoted market prices are not available, fair values are based on estimates using discounted cash flow and other valuation techniques. Discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following fair value estimates cannot be substantiated by comparison to independent markets and should not be considered representative of the liquidation value of the Company’s financial instruments, but rather a good-faith estimate of the fair value of financial instruments held by the Company.

In addition to those previously disclosed, the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

Cash and cash equivalents — The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

Consumer loans held for sale, at lower of cost or fair value – Consumer loans held for sale at the lower of cost or fair value constitute consumer loans generally sold within two business days of origination. The carrying amounts of these loans, due to their nature, approximate fair value and result in a Level 2 classification.

Loans, net of Allowance — The fair value of loans is calculated using discounted cash flows by loan type resulting in a Level 3 classification. The discount rate used to determine the present value of the loan portfolio is an estimated market rate that reflects the credit and interest rate risk inherent in the loan portfolio without considering widening credit spreads due to market illiquidity. The estimated maturity is based on the Bank’s historical experience with repayments adjusted to estimate the effect of current market conditions. The Allowance is considered a reasonable discount for credit risk. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Federal Home Loan Bank stock — It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

Accrued interest receivable/payable — The carrying amounts of accrued interest, due to their short-term nature, approximate fair value and result in a Level 2 classification.

Deposits — Fair values for time deposits have been determined using discounted cash flows. The discount rate used is based on estimated market rates for deposits of similar remaining maturities and are classified as Level 2. The carrying amounts of all other deposits, due to their short-term nature, approximate their fair values and are also classified as Level 2.

Securities sold under agreements to repurchase and other short-term borrowings — The carrying amount for securities sold under agreements to repurchase and other short-term borrowings generally maturing within ninety days approximates its fair value resulting in a Level 2 classification.

Federal Home Loan Bank advances — The fair value of the FHLB advances is obtained from the FHLB and is calculated by discounting contractual cash flows using an estimated interest rate based on the current rates available to the Company for debt of similar remaining maturities and collateral terms resulting in a Level 2 classification.

Subordinated note — The fair value for the subordinated note is calculated using discounted cash flows based upon current market spreads to LIBOR for debt of similar remaining maturities and collateral terms resulting in a Level 2 classification.

The fair value estimates presented herein are based on pertinent information available to management as of the respective period ends. Although management is not aware of any factors that would dramatically affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, estimates of fair value may differ significantly from the amounts presented.

51

11.MORTGAGE BANKING ACTIVITIES

Activity for mortgage loans held for sale, at fair value, was as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Balance, beginning of period	$	5,193	$	7,148	$	11,662	$	4,083
Origination of mortgage loans held for sale		42,531		58,795		75,776		95,787
Proceeds from the sale of mortgage loans held for sale		(42,946)		(55,128)		(83,637)		(90,150)
Net gain on sale of mortgage loans held for sale		1,279		1,465		2,256		2,560
Balance, end of period	$	6,057	$	12,280	$	6,057	$	12,280

The following table presents the components of Mortgage Banking income:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Net gain realized on sale of mortgage loans held for sale	$	1,173	$	1,266	$	2,114	$	2,107
Net change in fair value recognized on loans held for sale		118		39		111		98
Net change in fair value recognized on rate lock loan commitments		(36)		260		283		535
Net change in fair value recognized on forward contracts		23		(100)		(252)		(180)
Net gain recognized		1,278		1,465		2,256		2,560
Loan servicing income		528		473		1,063		944
Amortization of mortgage servicing rights		(361)		(378)		(714)		(683)
Net servicing income recognized		167		95		349		261
Total Mortgage Banking income	$	1,445	$	1,560	$	2,605	$	2,821

Activity for capitalized mortgage servicing rights was as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Balance, beginning of period	$	5,158	$	4,891	$	5,180	$	4,912
Additions		361		485		692		769
Amortized to expense		(361)		(378)		(714)		(683)
Balance, end of period	$	5,158	$	4,998	$	5,158	$	4,998

There was no balance or activity in the valuation allowance for capitalized mortgage servicing rights for the three and six months ended June 30, 2017 and 2016.

52

Other information relating to mortgage servicing rights follows:

(dollars in thousands)	June 30, 2017			December 31, 2016
Fair value of mortgage servicing rights portfolio	$	7,761		$	7,478
Monthly weighted average prepayment rate of unpaid principal balance*		197	%		158	%
Discount rate		10	%		13	%
Weighted average default rate		3.90	%		1.50	%
Weighted average life in years		5.56			6.75

* 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 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. 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 at fair value and mortgage banking derivatives as of the period ends presented:

	June 30, 2017				December 31, 2016
	Notional				Notional
(in thousands)	Amount		Fair Value		Amount		Fair Value
Included in Mortgage loans held for sale:
Mortgage loans held for sale, at fair value	$	5,852	$	6,057	$	11,568	$	11,662
Included in other assets:
Rate lock loan commitments	$	32,110	$	582	$	19,521	$	299
Mandatory forward contracts		—		—		25,618		204
Included in other liabilities:
Mandatory forward contracts	$	36,179	$	48	$	—	$	—

53

12.INTEREST RATE SWAPS

Interest rate swap derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a cash flow hedging relationship. For a derivative designated as a cash flow hedge, the effective portion of the derivative’s unrealized gain or loss is recorded as a component of other comprehensive income (“OCI”). For derivatives not designated as hedges, the gain or loss is recognized in current period earnings.

Interest Rate Swaps Used as Cash Flow Hedges

The Bank entered into two interest rate swap agreements (“swaps”) during 2013 as part of its interest rate risk management strategy. The Bank designated the swaps as cash flow hedges intended to reduce the variability in cash flows attributable to either FHLB advances tied to the 3-month LIBOR or the overall changes in cash flows on certain money market deposit accounts tied to 1-month LIBOR.  The counterparty for both swaps met the Bank’s credit standards and the Bank believes that the credit risk inherent in the swap contracts is not significant.

The swaps were determined to be fully effective during all periods presented; therefore, no amount of ineffectiveness was included in net income. The aggregate fair value of the swaps is recorded in other liabilities with changes in fair value recorded in OCI. The amount included in AOCI would be reclassified to current earnings should the hedge no longer be considered effective. The Bank expects the hedges to remain fully effective during the remaining term of the swaps.

The following table reflects information about swaps designated as cash flow hedges as of June 30, 2017 and December 31, 2016:

								June 30, 2017				December 31, 2016
										Unrealized				Unrealized
		Notional	Pay		Receive			Assets /		Gain (Loss)		Assets /		Gain (Loss)
(dollars in thousands)		Amount	Rate		Rate	Term		(Liabilities)		AOCI		(Liabilities)		in AOCI
Interest rate swap on money market deposits	$	10,000	2.17	%	1M LIBOR	12/2013 - 12/2020	$	(151)	$	(98)	$	(186)	$	(121)
Interest rate swap on FHLB advance		10,000	2.33	%	3M LIBOR	12/2013 - 12/2020		(194)		(126)		(207)		(135)
	$	20,000					$	(345)	$	(224)	$	(393)	$	(256)

The following table reflects the total interest expense recorded on these swap transactions in the consolidated statements of income for the three and six months ended June 30, 2017 and 2016:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Interest rate swap on money market deposits	$	29	$	43	$	63	$	86
Interest rate swap on FHLB advance		29		43		61		87
Total interest expense on swap transactions	$	58	$	86	$	124	$	173

The following table presents the net gains (losses) recorded in OCI and the consolidated statements of income relating to the swaps designated as cash flow hedges for the three and six months ended June 30, 2017 and 2016:

\	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Losses recognized in OCI on derivative (effective portion)	$	(104)	$	(219)	$	(76)	$	(790)
Losses reclassified from OCI on derivative (effective portion)		(58)		(86)		(124)		(173)
Gains (losses) recognized in income on derivative (ineffective portion)		—		—		—		—

The estimated net amount of existing losses reported in AOCI at June 30, 2017 expected to be reclassified into earnings within the next 12 months is $172,000.  

54

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 to meet client needs, 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 counter party 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 as of June 30, 2017 and December 31, 2016 is included in the following table:

		June 30, 2017				December 31, 2016
		Notional				Notional
(in thousands)	Bank Position	Amount		Fair Value		Amount		Fair Value
Interest rate swaps with Bank clients	Pay variable/receive fixed	$	38,597	$	299	$	31,553	$	156
Offsetting interest rate swaps with institutional swap dealer	Pay fixed/receive variable		38,597		(299)		31,553		(55)
Total		$	77,194	$	—	$	63,106	$	101

The Bank is required to pledge securities as collateral when the Bank is in a net loss position exceeding $250,000 for all swaps with dealer counterparties. The fair value of cash or investment securities pledged as collateral by the Bank to cover such net loss positions totaled $1.2 million and $1.8 million at June 30, 2017 and December 31, 2016.

55

13.EARNINGS PER SHARE

Class A and Class B Shares participate equally in undistributed earnings. The difference in earnings per share between the two classes of common stock results solely 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:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except per share data)	2017		2016		2017		2016
Net income	$	10,071	$	8,340	$	30,088	$	26,075
Weighted average shares outstanding		21,151		20,947		20,918		20,956
Effect of dilutive securities		79		11		78		10
Average shares outstanding including dilutive securities		21,230		20,958		20,996		20,966
Basic earnings per share:
Class A Common Stock	$	0.48	$	0.40	$	1.45	$	1.26
Class B Common Stock		0.44		0.37		1.32		1.14
Diluted earnings per share:
Class A Common Stock	$	0.48	$	0.40	$	1.45	$	1.26
Class B Common Stock		0.44		0.37		1.32		1.14

Stock options excluded from the detailed earnings per share calculation because their impact was antidilutive are as follows:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2017	2016	2017	2016
Antidilutive stock options	2,500	10,000	2,500	10,000
Average antidilutive stock options	1,166	7,500	584	8,150

56

14. STOCK PLANS AND STOCK BASED COMPENSATION

In January 2015, the Company’s Board of Directors adopted the Republic Bancorp, Inc. 2015 Stock Incentive Plan (the “2015 Plan”), which became effective April 2015 when the Company’s shareholders approved the 2015 Plan. The 2015 Plan replaced the Company’s 2005 Stock Incentive Plan, which expired March 2015.

The number of authorized shares under the 2015 Plan is fixed at 3,000,000, with such number subject to adjustment in the event of certain events, such as stock dividends, stock splits or the like. There is a minimum three-year vesting period for awards granted to employees under the 2015 Plan that vest based solely on the completion of a specified period of service, with options generally exercisable five to six years after the issue date. Stock options generally must be exercised within one year from the date the options become exercisable and have an exercise price that is at least equal to the fair market value of the Company’s stock on their grant date.  Forfeitures of stock-based awards are accounted for when incurred in lieu of using forfeiture estimates. 

All shares issued under the above-mentioned plans were from authorized and reserved unissued shares. The Company has a sufficient number of authorized and reserved unissued shares to satisfy all anticipated option exercises. There are no Class B stock options outstanding or available for exercise under the Company’s plans.

Stock Options

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes based stock option valuation model. This model requires the input of subjective assumptions that will usually have a significant impact on the fair value estimate. Expected volatilities are based on historical volatility of Republic’s stock and other factors. Expected dividends are based on dividend trends and the market price of Republic’s stock price at grant. Republic uses historical data to estimate option exercises and employee terminations within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve at the time of grant.

All share-based payments to employees, including grants of employee stock options, are recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values.

The following table summarizes stock option activity from January 1, 2016 through June 30, 2017:

				Weighted
		Weighted		Average
	Options	Average		Remaining	Aggregate
	Class A	Exercise		Contractual	Intrinsic
	Shares	Price		Term	Value
Outstanding, January 1, 2016	323,400	$	24.40
Granted	5,000		26.43
Exercised	(4,000)		20.12
Forfeited or expired	(11,800)		24.47
Outstanding, December 31, 2016	312,600	$	24.49	3.77	$	4,705,807
Outstanding, January 1, 2017	312,600	$	24.49
Granted	2,500		35.26
Exercised	(2,000)		16.61
Forfeited or expired	(2,000)		24.93
Outstanding, June 30, 2017	311,100	$	24.62	3.34	$	3,446,803
Fully vested and unvested	311,100	$	24.62	3.34	$	3,446,803
Exercisable (vested) at June 30, 2017	—	$	—	—	$	—

57

Information related to stock options for each period follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2017		2016		2017		2016
Intrinsic value of options exercised	$	—	$	2	$	44	$	18
Cash received from options exercised, net of shares redeemed		—		25		33		80
Weighted-average fair value per share of options granted		5.61		3.27		5.61		3.27

NA - Not applicable

Restricted Stock Awards

Restricted stock awards generally vest five to six years after issue, with accelerated vesting due to “change in control” or “death or disability of a participant” as defined and outlined in the 2015 Plan.

The following table summarizes restricted stock awards activity from January 1, 2016 through June 30, 2017:

	Restricted
	Stock Awards	Weighted-Average
	Class A Shares	Grant Date Fair Value
Outstanding, January 1, 2016	79,000	$	20.02
Granted	—		—
Forfeited	(2,000)		19.85
Earned and issued	—		—
Outstanding, December 31, 2016	77,000	$	20.02
Outstanding, January 1, 2017	77,000	$	20.02
Granted	7,413		35.77
Forfeited	—		—
Earned and issued	(3,702)		35.12
Outstanding, June 30, 2017	80,711	$	20.78
Fully vested and unvested	80,711	$	20.78
Vested at June 30, 2017	—	$	—

58

Performance Stock Units

The Company first granted performance stock units (“PSUs”) under the 2015 Plan in January 2016. Shares of stock underlying the PSUs may be earned over a four-year performance period commencing on January 1, 2017 and ending on December 31, 2020 as follows:

· If the Company achieves a Return on Average Assets (“ROAA”), as defined in the award agreement, of 1.25% for a calendar year in the performance period, then between March 1 and March 15 of the following year, provided that the recipient is still employed in good standing on the payment date, the Company will issue shares of fully-vested stock to the participant equal to 50% of the number of the PSUs initially granted to the participant; and 

· If the ROAA of 1.25% is met again at the end of another calendar year during the remaining term of the performance period, the Company will similarly issue fully vested stock in an amount equal to the remaining 50% of the initial PSUs granted to the participant.

The following table summarizes PSU activity from January 1, 2016 through June 30, 2017:

	Performance
	Stock Units	Weighted-Average
	Class A Shares	Grant Date Fair Value
Outstanding, January 1, 2016	—	$	—
Granted	55,000		23.13
Forfeited	—		—
Earned and issued	—		—
Outstanding, December 31, 2016	55,000	$	23.13
Outstanding, January 1, 2017	55,000	$	23.13
Granted	—		—
Forfeited	(2,500)		25.29
Earned and issued	—		—
Outstanding, June 30, 2017	52,500	$	23.08
Fully vested and unvested	52,500	$	23.08
Vested at June 30, 2017	—	$	—

Expense Related to the 2015 Stock Incentive Plan

The Company recorded expense related to the 2015 Plan for the three and six months ended June 30, 2017 and 2016 as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Stock option expense	$	63	$	64	$	126	$	126
Restricted stock award expense		77		45		292		117
Performance stock unit expense		105		127		237		254
Total expense	$	245	$	236	$	655	$	497

59

Unrecognized expenses related to unvested awards (net of estimated forfeitures) under the 2015 Plan are estimated as follows:

	Stock			Restricted	Performance
Year Ended (in thousands)	Options			Stock Awards	Stock Units		Total
2017	$	129	$	151	$	237	$	517
2018		254		138		198		590
2019		146		35		—		181
2020		35		27		—		62
2021		3		12		—		15
2022		1		2		—		3
Total	$	568	$	365	$	435	$	1,368

15. OTHER COMPREHENSIVE INCOME

OCI components and related tax effects were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Available for Sale Securities:
Change in unrealized gain (loss) on securities available for sale	$	423	$	416	$	1,129	$	2,708
Change in unrealized gain on security available for sale for which a portion of an other-than-temporary impairment has been recognized in earnings		101		1		154		(148)
Net unrealized gains		524		417		1,283		2,560
Tax effect		(183)		(145)		(450)		(893)
Net of tax		341		272		833		1,667
Cash Flow Hedges:
Change in fair value of derivatives used for cash flow hedges		(104)		(219)		(76)		(790)
Reclassification amount for derivative losses realized in income		58		86		124		173
Net unrealized gains (losses)		(46)		(133)		48		(617)
Tax effect		16		48		(16)		216
Net of tax		(30)		(85)		32		(401)
Total other comprehensive income (loss) components, net of tax	$	311	$	187	$	865	$	1,266

Significant amounts reclassified out of each component of AOCI for the three and six months ended June 30, 2017 and 2016:

		Amounts Reclassified From Accumulated
			Other Comprehensive Income
	Affected Line Items	Three Months Ended				Six Months Ended
	in the Consolidated	June 30,				June 30,
(in thousands)	Statements of Income	2017		2016		2017		2016
Cash Flow Hedges:
Interest rate swap on money market deposits	Interest expense on deposits		(29)		(43)	$	(63)	$	(86)
Interest rate swap on FHLB advance	Interest expense on FHLB advances		(29)		(43)		(61)		(87)
Total derivative losses on cash flow hedges	Total interest expense		(58)		(86)		(124)		(173)
Tax effect	Income tax expense		20		30		43		61
Net of tax	Net income	$	(38)		(56)	$	(81)	$	(112)

60

The following is a summary of the AOCI balances, net of tax:

			2017
(in thousands)	December 31, 2016		Change		June 30, 2017
Unrealized gain on securities available for sale	$	237	$	733	$	970
Unrealized gain on security available for sale for which a portion of an other-than-temporary impairment has been recognized in earnings		706		100		806
Unrealized loss on cash flow hedge		(256)		32		(224)
Total unrealized gain	$	687	$	865	$	1,552

			2016
(in thousands)	December 31, 2015		Change		June 30, 2016
Unrealized gain on securities available for sale	$	1,727	$	1,763	$	3,490
Unrealized gain on security available for sale for which a portion of an other-than-temporary impairment has been recognized in earnings		712		(96)		616
Unrealized loss on cash flow hedge		(390)		(401)		(791)
Total unrealized gain	$	2,049	$	1,266	$	3,315

61

16.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 June 30, 2017, the Company was divided into four distinct operating segments: Traditional Banking, Warehouse Lending (“Warehouse”), Mortgage Banking and Republic Processing Group (“RPG”). Management considers the first three segments to collectively constitute “Core Bank” or “Core Banking” activities. Correspondent Lending operations are considered part of Traditional Banking. The RPG segment includes the following divisions: Tax Refund Solutions (“TRS”), Republic Credit Solutions (“RCS”) and Republic Payment Solutions (“RPS”). TRS generates the majority of RPG’s income, with the relatively smaller divisions of RPG, RPS and RCS, considered immaterial for separate and independent segment reporting. All divisions of the RPG segment operate through the Bank.

The nature of segment operations and the primary drivers of net revenues by reportable segment are provided below:

	Segment:	Nature of Operations:	Primary Drivers of Net Revenues:
	Traditional Banking	Provides traditional banking products to clients primarily in its market footprint via its network of banking centers and to clients outside of its market footprint primarily via its digital and Correspondent Lending delivery channels.	Loans, investments and deposits
Core Banking	Warehouse Lending	Provides short-term, revolving credit facilities to mortgage bankers across the Nation.	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 its market footprint.	Loan sales and servicing
	Republic Processing Group	The TRS division facilitates the receipt and payment of federal and state tax refund products. The RCS division offers credit products. RPG products are primarily provided to clients outside of the Bank’s market footprint. The RPS division offers general-purpose reloadable cards.	Refund transfers and unsecured, small-dollar consumer loans

The accounting policies used for Republic’s reportable segments are the same as those described in the summary of significant accounting policies in the Company’s 2016 Annual Report on Form 10-K.  Segment performance is evaluated using operating income. Goodwill is allocated to the Traditional Banking segment. Income taxes are generally allocated based on income before income tax expense unless specific segment allocations can be reasonably made. Transactions among reportable segments are made at carrying value.

62

Segment information for the three months ended June 30, 2017 and 2016 follows:

	Three Months Ended June 30, 2017
	Core Banking
									Total			Republic
	Traditional			Warehouse			Mortgage		Core			Processing		Total
(dollars in thousands)	Banking			Lending			Banking		Banking			Group		Company
Net interest income	$	33,434		$	4,435		$	86	$	37,955		$	5,182	$	43,137
Provision for loan and lease losses		1,461			264			—		1,725			3,336		5,061
Net refund transfer fees		—			—			—		—			2,770		2,770
Mortgage banking income		—			—			1,445		1,445			—		1,445
Program fees		—			—			—		—			1,284		1,284
Other noninterest income		6,969			10			115		7,094			334		7,428
Total noninterest income		6,969			10			1,560		8,539			4,388		12,927
Total noninterest expenses		31,185			822			984		32,991			2,743		35,734
Income before income tax expense		7,757			3,359			662		11,778			3,491		15,269
Income tax expense		2,471			1,228			232		3,931			1,267		5,198
Net income	$	5,286		$	2,131		$	430	$	7,847		$	2,224	$	10,071
Segment end-of-period assets	$	4,283,741		$	600,060		$	13,920	$	4,897,721		$	57,940	$	4,955,661
Net interest margin		3.44	%		3.62	%		NM		3.46	%		NM		3.87	%

	Three Months Ended June 30, 2016
	Core Banking
									Total			Republic
	Traditional			Warehouse			Mortgage		Core			Processing		Total
(dollars in thousands)	Banking			Lending			Banking		Banking			Group		Company
Net interest income	$	29,537		$	3,790		$	40	$	33,367		$	2,210	$	35,577
Provision for loan and lease losses		798			480			—		1,278			536		1,814
Net refund transfer fees		—			—			—		—			1,909		1,909
Mortgage banking income		—			—			1,560		1,560			—		1,560
Program fees		—			—			—		—			664		664
Other noninterest income		6,371			5			63		6,439			230		6,669
Total noninterest income		6,371			5			1,623		7,999			2,803		10,802
Total noninterest expenses		27,737			735			1,152		29,624			2,242		31,866
Income before income tax expense		7,373			2,580			511		10,464			2,235		12,699
Income tax expense		2,413			958			179		3,550			809		4,359
Net income	$	4,960		$	1,622		$	332	$	6,914		$	1,426	$	8,340
Segment end-of-period assets	$	3,989,769		$	585,441		$	18,133	$	4,593,343		$	53,579	$	4,646,922
Net interest margin		3.23	%		3.67	%		NM		3.28	%		NM		3.43	%

Segment assets are reported as of the respective period ends while income and margin data are reported for the respective periods.

NM — Not Meaningful

63

Segment information for the six months ended June 30, 2017 and 2016 follows:

	Six Months Ended June 30, 2017
	Core Banking
									Total			Republic
	Traditional			Warehouse			Mortgage		Core			Processing		Total
(dollars in thousands)	Banking			Lending			Banking		Banking			Group		Company
Net interest income	$	66,094		$	8,336		$	153	$	74,583		$	24,992	$	99,575
Provision for loan and lease losses		1,928			38			—		1,966			15,446		17,412
Net refund transfer fees		—			—			—		—			18,152		18,152
Mortgage banking income		—			—			2,605		2,605			—		2,605
Program fees		—			—			—		—			2,375		2,375
Other noninterest income		13,491			16			127		13,634			1,084		14,718
Total noninterest income		13,491			16			2,732		16,239			21,611		37,850
Total noninterest expenses		61,275			1,600			2,198		65,073			9,600		74,673
Income before income tax expense		16,382			6,714			687		23,783			21,557		45,340
Income tax expense		4,733			2,455			241		7,429			7,823		15,252
Net income	$	11,649		$	4,259		$	446	$	16,354		$	13,734	$	30,088
Segment end-of-period assets	$	4,283,741		$	600,060		$	13,920	$	4,897,721		$	57,940	$	4,955,661
Net interest margin		3.37	%		3.60	%		NM		3.39	%		NM		4.44	%

	Six Months Ended June 30, 2016
	Core Banking
									Total			Republic
	Traditional			Warehouse			Mortgage		Core			Processing		Total
(dollars in thousands)	Banking			Lending			Banking		Banking			Group		Company
Net interest income	$	58,145		$	6,445		$	72	$	64,662		$	10,349	$	75,011
Provision for loan and lease losses		1,278			498			—		1,776			5,224		7,000
Net refund transfer fees		—			—			—		—			18,987		18,987
Mortgage banking income		—			—			2,821		2,821			—		2,821
Program fees		—			—			—		—			963		963
Other noninterest income		12,481			10			155		12,646			306		12,952
Total noninterest income		12,481			10			2,976		15,467			20,256		35,723
Total noninterest expenses		52,612			1,430			2,392		56,434			7,973		64,407
Income before income tax expense		16,736			4,527			656		21,919			17,408		39,327
Income tax expense		5,026			1,681			230		6,937			6,315		13,252
Net income	$	11,710		$	2,846		$	426	$	14,982		$	11,093	$	26,075
Segment end-of-period assets	$	3,989,769		$	585,441		$	18,133	$	4,593,343		$	53,579	$	4,646,922
Net interest margin		3.15	%		3.65	%		NM		3.19	%		NM		3.60	%

Segment assets are reported as of the respective period ends while income and margin data are reported for the respective periods.

NM — Not Meaningful

64

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 (“RB&T” or the “Bank”) and Republic Insurance Services, Inc. (the “Captive”). All significant intercompany balances and transactions are eliminated in consolidation. 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; and the term the “Bank” refers to the Company’s subsidiary bank, RB&T.

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.”

The Bank is a Kentucky-based, state chartered non-member financial institution that provides both traditional and non-traditional banking products through four operating 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 United States.

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. 

Republic Bancorp Capital Trust (“RBCT”) is a Delaware statutory business trust that is a wholly-owned unconsolidated finance subsidiary of Republic Bancorp, Inc.

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 may not update them to reflect changes that occur subsequent to the date the statements are made.

Broadly speaking, forward-looking statements include:

· projections of revenue, income, expenses, losses, earnings per share, capital expenditures, dividends, capital structure or other financial items;

· descriptions of plans or objectives for future operations, products or services;

· forecasts of future economic performance; and

· descriptions of assumptions underlying or relating to any of the foregoing.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to the following:

· changes in political and economic conditions;

· the  magnitude and frequency of changes to the Federal Funds Target Rate (“FFTR”) implemented by the Federal Open Market Committee (“FOMC”) of the Federal Reserve Bank (“FRB”);

· long-term and short-term interest rate fluctuations as well as the overall steepness of the yield curve;

· competitive product and pricing pressures in each of the Company’s four operating segments;

· equity and fixed income market fluctuations;

· client bankruptcies and loan defaults;

· inflation;

· recession;

· future acquisitions;

· integrations of acquired businesses;

· changes in technology;

· changes in applicable laws and regulations or the interpretation and enforcement thereof;

65

· changes in fiscal, monetary, regulatory and tax policies;

· changes in accounting standards;

· monetary fluctuations;

· changes to the Company’s overall internal control environment;

· success in gaining regulatory approvals when required;

· information security breaches or cyber security attacks involving either the Company or one of the Company’s third-party service providers; and

· other risks and uncertainties reported from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), including Part 1 Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

66

BUSINESS SEGMENT COMPOSITION

As of June 30, 2017, the Company was divided into four operating segments: Traditional Banking, Warehouse Lending (“Warehouse”), Mortgage Banking and Republic Processing Group (“RPG”). Management considers the first three segments to collectively constitute “Core Bank” or “Core Banking” activities. Correspondent Lending operations and the Company’s national branchless banking platform, MemoryBank®, are considered part of Traditional Banking. The RPG segment includes the following divisions: Tax Refund Solutions (“TRS”), Republic Credit Solutions (“RCS”) and Republic Payment Solutions (“RPS”). TRS generates the majority of RPG’s income, with the relatively smaller divisions of RPG, RCS and RPS, considered immaterial for separate and independent segment reporting. All divisions of the RPG segment operate through the Bank.

Table 1 — Segment Information

	Three Months Ended June 30, 2017
	Core Banking
									Total			Republic
	Traditional			Warehouse			Mortgage		Core			Processing		Total
(dollars in thousands)	Banking			Lending			Banking		Banking			Group		Company
Net income	$	5,286		$	2,131		$	430	$	7,847		$	2,224	$	10,071
Segment end-of-period assets		4,283,741			600,060			13,920		4,897,721			57,940		4,955,661
Net interest margin		3.44	%		3.62	%		NM		3.46	%		NM		3.87	%

	Three Months Ended June 30, 2016
	Core Banking
									Total			Republic
	Traditional			Warehouse			Mortgage		Core			Processing		Total
(dollars in thousands)	Banking			Lending			Banking		Banking			Group		Company
Net income	$	4,960		$	1,622		$	332	$	6,914		$	1,426	$	8,340
Segment end-of-period assets		3,989,769			585,441			18,133		4,593,343			53,579		4,646,922
Net interest margin		3.23	%		3.67	%		NM		3.28	%		NM		3.43	%

	Six Months Ended June 30, 2017
	Core Banking
									Total			Republic
	Traditional			Warehouse			Mortgage		Core			Processing		Total
(dollars in thousands)	Banking			Lending			Banking		Banking			Group		Company
Net income	$	11,649		$	4,259		$	446	$	16,354		$	13,734	$	30,088
Segment end-of-period assets		4,283,741			600,060			13,920		4,897,721			57,940		4,955,661
Net interest margin		3.37	%		3.60	%		NM		3.39	%		NM		4.44	%

	Six Months Ended June 30, 2016
	Core Banking
									Total			Republic
	Traditional			Warehouse			Mortgage		Core			Processing		Total
(dollars in thousands)	Banking			Lending			Banking		Banking			Group		Company
Net income	$	11,710		$	2,846		$	426	$	14,982		$	11,093	$	26,075
Segment end-of-period assets		3,989,769			585,441			18,133		4,593,343			53,579		4,646,922
Net interest margin		3.15	%		3.65	%		NM		3.19	%		NM		3.60	%

Segment assets are reported as of the respective period ends while income and margin data are reported for the respective periods.

NM — Not Meaningful

For expanded segment financial data see Footnote 16 “Segment Information” of Part I Item 1 “Financial Statements.”

67

(I)  Traditional Banking segment

The Traditional Banking segment provides traditional banking products primarily to customers in the Company’s market footprint. As of June 30, 2017, Republic had 45 full-service banking centers and one loan production office (“LPO”) with locations as follows:

Kentucky — 33

Metropolitan Louisville — 19

Central Kentucky — 9

Elizabethtown — 1

Frankfort — 1

Georgetown — 1

Lexington — 5

Shelbyville — 1

Western Kentucky — 2

Owensboro — 2

Northern Kentucky — 3

Covington — 1

Florence — 1

Independence — 1

Southern Indiana — 3

Floyds Knobs — 1

Jeffersonville — 1

New Albany — 1

Metropolitan Tampa, Florida — 6

Metropolitan Cincinnati, Ohio — 1

Metropolitan Nashville, Tennessee — 3*

*Includes one LPO

Republic’s headquarters are located in Louisville, which is the largest city in Kentucky based on population.

As of June 30, 2017 and through the date of this filing, generally all Traditional Banking products and services, except for the EarnMore and MemoryBuilder deposit accounts, were offered through the Company’s traditional RB&T brand.  The EarnMore and MemoryBuilder deposit accounts were offered through the Bank’s national branchless banking platform, MemoryBank.

The Bank’s principal lending activities consist of the following:

Retail Mortgage Lending — Through its retail banking centers, its Correspondent Lending channel and its Internet Banking channel, the Bank originates single family, residential real estate loans.  In addition, the Bank originates home equity amortizing loans (“HEALs”) and home equity lines of credit (“HELOCs”) through its retail banking centers. Such loans are generally collateralized by owner occupied property.

Commercial Lending — The Bank conducts commercial lending activities primarily through its Commercial and Corporate Banking Department and its Business Banking Department.

The Commercial and Corporate Banking Department is composed of the following divisions: Corporate Banking; Commercial Finance; Municipal Lending; and Republic Realty. All credit approvals and processing for the Commercial and Corporate Department are prepared and underwritten through the Bank’s existing Credit Administration Department (“CAD”).  Clients are generally located within the Bank’s market footprint, including adjacent areas that are within approximately two-hour drive of a specific market.    

The Business Banking Department focuses on locally based small-to-medium sized businesses in the Bank’s market footprint with revenues of $1 million to $20 million. The needs of Business Banking clients range from expansion or acquisition, equipment financing, owner-occupied real estate financing, and operating lines of credit.  Business Banking utilizes all appropriate programs of the Small Business Administration (“SBA”) to reduce credit risk exposure.  Additionally, Business Banking includes making

68

loans to real estate investors for various types of investment properties, including rental homes and apartments, shopping centers, and office buildings.  Business Banking also makes loans to various not-for-profit agencies located within the Bank’s market footprint.  The targeted credit size for a relationship in this segment is between $500,000 and $5 million.

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).  On a much smaller scale, the Bank may originate loans for the acquisition and development of residential or commercial land into buildable lots.

Internet Lending — The Bank accepts online loan applications for its RB&T brand through its website at www.republicbank.com.  Historically, the majority of loans originated through the internet have been within the Bank’s traditional markets of Kentucky and Indiana.  Other states where loans are marketed include California, Colorado, Florida, Georgia, Illinois, Michigan, Minnesota, North Carolina, Ohio, Tennessee and Virginia, as well as, the District of Columbia.

Correspondent Lending — Primarily from its Warehouse clients, the Core Bank acquires for investment single family, first lien mortgage loans that meet the Core Bank’s specifications through its Correspondent Lending channel. Substantially all loans purchased through the Correspondent Lending channel are purchased at a premium. The volume of loans purchased through the Correspondent Lending channel may fluctuate from time to time based on several factors, including, but not limited to, borrower demand, other investment options and the Bank’s current and forecasted liquidity position.

Consumer Lending — Traditional consumer loans made by the Bank include home improvement and home equity loans, other secured and unsecured personal loans, and credit cards. With the exception of home equity loans, which are actively marketed in conjunction with single family, first lien residential real estate loans, other traditional consumer loan products, while available, are not and have not been actively promoted in the Bank’s markets.

The Bank has, from time to time, acquired unsecured consumer installment loans for investment from a third-party originator. Such consumer loans were purchased at par and were selected by the Bank based on certain underwriting characteristics.

Indirect Auto Lending – In 2015, the Bank began to grow its presence in the consumer automobile loan market. The program involves establishing relationships with automobile dealers in the Bank’s market footprint and obtaining consumer automobile loans in a low-cost delivery method. As a result of its success in Indirect Auto Lending, the Bank entered Dealer Floor Plan Lending during the fourth quarter of 2016.

The Bank’s other Traditional Banking activities generally consist of the following:

MemoryBank — In October 2016, the Bank opened the “digital doors” of MemoryBank, a national branchless banking platform.  MemoryBank is a separately branded division of the Bank, which from a marketing perspective, focuses on technologically savvy clients that prefer to carry larger balances in highly-liquid bank accounts. The Bank promotes the EarnMore and MemoryBuilder accounts solely through its MemoryBank brand.

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 areas. Lockbox processing, business on-site deposit, business on-line banking, Internet bill pay, payroll processing, virtual vault, courier service, controlled disbursement accounts, corporate purchasing credit cards, account reconciliation and Automated Clearing House (“ACH”) processing are additional services offered to commercial businesses through the Bank’s Treasury Management Department.

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.

69

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 16 “Segment Information” of Part I Item 1 “Financial Statements.”

(II)  Warehouse Lending segment

The 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 or purchased by the Bank through its Correspondent Lending channel. Individual loans are expected to remain on the warehouse line for an average of 15 to 30 days. Reverse mortgage loans typically remain on the line longer than conventional mortgage loans.  Interest income and loan fees are accrued for each individual loan during the time the loan remains on the warehouse line and collected when the loan is sold. The 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 16 “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 sold into the secondary market, primarily to the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”) and the Federal National Mortgage Association (“FNMA” or “Fannie Mae”). 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. A fee is received by the Bank for performing these standard servicing functions.

See additional detail regarding Mortgage Banking under Footnote 11 “Mortgage Banking Activities” and Footnote 16 “Segment Information” of Part I Item 1 “Financial Statements.”

(IV)  Republic Processing Group segment

Tax Refund Solutions (“TRS”) division —  Through its TRS division, 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 United States, as well as tax-preparation software providers (collectively, the “Tax Providers”). Substantially all of the business generated by the TRS division occurs in the first half of the year. The TRS division traditionally operates at a loss during the second half of the year, during which time the division incurs costs preparing for the upcoming year’s tax season.

Refund Transfers (“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 refund directly from the governmental paying authority.

“Easy Advance” Product

The Easy Advance (“EA”) tax credit product is a loan that allows a taxpayer to receive an advance of a portion of their refund, with the taxpayer’s Tax Provider paying all fees to RB&T for the advance. 

70

TRS first offered its EA tax credit product during the first two months of 2016 and for a second successive year during the first two months of 2017.  For the first quarter 2017 tax season, the Company modified the EA product offering to allow more than one advance amount and a different price structure to the Tax Providers based on the amount borrowed by the taxpayer.  All other features of the product remained substantially the same as those from the first quarter 2016 tax season, including the following:  

· No EA fee charged to the taxpayer customer;

· All fees for the product were paid by the Tax Providers with a restriction prohibiting the Tax Providers from passing along the fees to the taxpayer customer;

· No requirement that the taxpayer customer pay for another bank product, such as an RT;

· Multiple funds disbursement methods, including direct deposit, prepaid card, check or Walmart Direct2Cash®  product, based on the taxpayer customer’s election;

· Repayment of the EA to the Bank was deducted from the taxpayer customer’s tax refund proceeds; and

· If an insufficient refund to repay the EA occurred:

o there was no recourse to the taxpayer customer, 

o no negative credit reporting on the taxpayer customer, and

o no collection efforts against the taxpayer customer.

Fees paid by the Tax Providers to the Company for the EA product are reported as interest income on loans.  EAs during 2017 and 2016 were generally repaid within three weeks after the taxpayer customer’s tax return was submitted to the applicable taxing authority.  EAs do not have a contractual due date but are eligible for delinquency consideration three weeks after the taxpayer customer’s tax return is submitted to the applicable taxing authority. Provisions for loan losses on EAs are estimated when advances are made, with all expected loss provisions made in the first quarter of each year. Unpaid EAs are charged-off within 81 days after the taxpayer customer’s tax return is submitted to the applicable taxing authority, with the majority of charge-offs typically recorded during the second quarter of the year.

Related to the overall credit losses on EAs, the Bank’s ability to control losses is highly dependent upon its ability to predict the taxpayer’s likelihood to receive the tax refund as claimed on the taxpayer’s tax return.  Each year, the Bank’s EA approval model is based primarily on the prior-year’s tax refund funding patterns. Because much of the loan volume occurs each year before that year’s tax refund funding patterns can be analyzed and subsequent underwriting changes made, credit losses during a current year could be higher than management’s predictions if tax refund funding patterns change materially between years.   

See additional detail regarding the Easy Advance (“EA”) product under Footnote 5 “Loans and Allowance for Loan and Lease Losses” of Part I Item 1 “Financial Statements.”

Republic Credit Solutions (“RCS”) division — RCS is managed and operated within the RPG business segment.  Through the RCS division, the Bank offers consumer credit products. In general, the credit products are unsecured, small dollar consumer loans with maturities of 30 days or more, and are dependent on various factors including the consumer’s ability to repay. RCS loans typically earn a higher yield but also have higher credit risk compared to loans originated through the Traditional Banking segment.

RCS originates, primarily for sale, both a line-of-credit product and a credit card product. The Bank sells 90% of the balances generated through these two products within two business days of loan origination and retains a 10% interest. The Company carries such loans at the lower of cost or fair value. The line-of-credit product represented the substantial majority of RCS activity during 2017 and 2016, as RCS expanded in June 2015 beyond its pilot phase. In December 2015, RCS began piloting its credit card product.  Any gains or losses on the sale of RCS products are reported as a component of “Program fees.”

During the first quarter of 2016, RCS initiated an installment loan product, in which the Company sells 100% of these loans approximately 21 days after origination.  The Company classifies these loans as held for sale and carries them at fair value, with this portfolio marked to market on a monthly basis with changes in its fair value reported as a component of Program fees.

During the first quarter of 2016, RCS initiated a healthcare receivables product. RCS works with healthcare providers to finance the healthcare services for their patients. RCS retains 100% of these loans.

The operating results of the RCS division were immaterial to the Company’s overall results of operations for the three and six months ended June 30, 2017 and 2016 and were reported as part of the RPG segment. The RCS division will not be reported as a separate segment until such time, if any, that it meets reporting thresholds.

71

Republic Payment Solutions (“RPS”) division — RPS is managed and operated within the RPG business segment.  The RPS division is an issuing bank offering general-purpose reloadable prepaid cards through third-party program managers. For the projected near-term, as the prepaid card program matures, the operating results of the RPS division are expected to be immaterial to the Company’s overall results of operations and will be reported as part of the RPG segment. The RPS division will not be reported as a separate segment until such time, if any, that it meets reporting thresholds.

OVERVIEW (Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016)

Total Company net income for the second quarter of 2017 was $10.1 million, a $1.7 million, or 21%, increase from the same period in 2016. Diluted earnings per Class A Common Share increased to $0.48 for the quarter ended June 30, 2017 compared to $0.40 for the same period in 2016.

General highlights by business segment for the quarter ended June 30, 2017 consisted of the following:

Traditional Banking segment

· Net income increased $326,000, or 7%, for the second quarter of 2017 compared to the same period in 2016.  

· Net interest income increased $3.9 million, or 13%, for the second quarter of 2017 compared to the same period in 2016.

· Provision for Loan and Lease Losses (“Provision”) was $1.5 million for the second quarter of 2017 compared to $798,000 for the same period in 2016.

· Total noninterest income increased $598,000, or 9%, for the second quarter of 2017 compared to the same period in 2016.

· Total noninterest expense increased $3.4 million, or 12%, during the second quarter of 2017 compared to the second quarter of 2016.

Warehouse Lending segment

· Net income increased $509,000, or 31%, for the second quarter of 2017 compared to the same period in 2016.

· Net interest income increased $645,000, or 17%, for the second quarter of 2017 compared to the same period in 2016.

· The Provision was $264,000 for the second quarter of 2017 compared to $480,000 for the same period in 2016.

Mortgage Banking segment

· Within the Mortgage Banking segment, mortgage banking income decreased $115,000, or 7%, during the second quarter of 2017 compared to the same period in 2016.

· Overall, Republic’s originations of secondary market loans totaled $43 million during the second quarter of 2017 compared to $59 million during the same period in 2016.

Republic Processing Group segment

· Net income increased $798,000 for the second quarter of 2017 compared to the same period in 2016. 

· Net interest income increased $3.0 million for the second quarter of 2017 compared to the same period in 2016.

· Overall, RPG recorded a Provision of $3.3 million during the second quarter of 2017, compared to $536,000 for the same period in 2016.

· Noninterest income increased $1.6 million for the second quarter of 2017 compared to the same period in 2016.

· Noninterest expenses were $2.7 million for the second quarter of 2017 compared to $2.2 million for the same period in 2016.

72

RESULTS OF OPERATIONS (Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016)

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 Federal Home Loan Bank (“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.

Total Company net interest income increased $7.6 million, or 21%, during the second quarter of 2017 compared to the same period in 2016. Growth in average Traditional Banking, Warehouse and RPG loans was the primary contributor to the Company’s growth in net interest income. Such growth was further enhanced by a 44-basis-point increase in the Company’s net interest margin to 3.87% during the second quarter of 2017 compared to 3.43% for the same period in 2016.

The most significant components affecting the total Company’s net interest income by business segment follow:

Traditional Banking segment

Net interest income within the Traditional Banking segment increased $3.9 million, or 13%, for the second quarter of 2017 compared to the same period in 2016.  The Traditional Banking net interest margin was 3.44% for the second quarter of 2017, an increase of 21 basis points from the same period in 2016.

The Traditional Banking segment’s financial instruments were favorably impacted by increases in short-term interest rates during 2017. While these increases helped drive a rise in interest income and a 13-basis-point increase in the yield on interest-earning assets, the Traditional Banking segment also experienced a decrease of 10 basis points in its interest-bearing liabilities and held its level of interest expense relatively flat with its interest expense from the second quarter 2016.  The Traditional Bank was able to achieve a favorable decrease in its cost of interest-bearing liabilities primarily by decreasing its reliance on term-FHLB advances by $115 million over the previous 12 months, replacing such funds with either overnight-FHLB advances or interest-bearing and noninterest-bearing deposits.

The changes in the Traditional Bank’s net interest income and net interest margin during the second quarter of 2017 were primarily attributable to the following instrument-level factors:

· Average Traditional Bank loans outstanding, excluding loans from the Company’s 2012 FDIC-assisted transactions, were $3.2 billion with a weighted average yield of 4.25% during the second quarter of 2017 compared to $3.0 billion with a weighted average yield of 4.07% during the second quarter of 2016. The overall effect of these changes in rate and volume was an increase of $3.0 million, or 9%, in interest income. This increase in average loans for the second quarter of 2017 over the second quarter of 2016 was driven primarily by growth in the Bank’s Commercial Real Estate (“CRE”), Commercial and Industrial (“C&I”), Home Equity Lines of Credit (“HELOC”) and Construction and Land Development (“Construction”) portfolios over the previous 12 months.  Approximately $92 million of the increase in average loans resulted from the loans acquired in the May 2016 acquisition of Cornerstone Bancorp, Inc.  The Cornerstone acquisition contributed an average balance of $95 million to the second quarter of 2016 because of its mid-second quarter 2016 acquisition date, while contributing $187 million to the average loans for the second quarter of 2017. 

· Net interest income related to loans from the Company’s 2012 FDIC-assisted transactions was lower during the second quarter of 2017 compared to the same period in 2016 primarily due to a lower rate of favorable payoffs and paydowns on the portfolio. When loans from these transactions are paid off, all unearned discount on such loans is immediately accreted into income. Overall, the average balance of the portfolio was $14 million with a yield of 8.96% during the second quarter of 2017 compared to $21 million with a yield of 10.96% for 2016. The overall effect of these changes in rate and volume was a decrease of $266,000 in interest income.

· The weighted average cost of interest-bearing deposits during the second quarter of 2017 compared to the same period in 2016 increased to 0.42% from 0.27%, while the average outstanding interest-bearing deposits increased $241 million when comparing the two periods. The net effect of these changes in rate and volume was a decrease in net interest income of $978,000.  

73

· The weighted average cost of FHLB advances during the second quarter of 2017 compared to the same period in 2016 declined to 1.55% from 1.90%, while the average outstanding FHLB advances decreased $127 million when comparing the two periods. The decrease in the weighted average cost of FHLB advances occurred as the Traditional Bank lowered its term-FHLB advances by $115 million from June 30, 2016 to June 30, 2017.  To the extent new funds were borrowed from the FHLB, such borrowings were generally overnight in nature. The net effect of these changes in rate and volume was an increase in net interest income of $1.0 million.  

The FFTR, the index that many of the Bank’s short-term deposit rates track, increased for the third time in a six-month period during June 2017.  Additionally, the FOMC of the FRB has provided further guidance that additional FFTR increases are possible during the remainder of 2017. While an increase in short-term interest rates is generally believed by management to be favorable to the Bank’s net interest income and net interest margin in the near-term, such increases in short-term interest rates could have a negative impact to net interest income and net interest margin if the Bank is unable to maintain its overall funding costs at those levels assumed in its interest rate risk model or the yield curve flattens causing the spread between long-term interest rates and short-term interest rates to decrease.  Unknown variables, which may impact the Bank’s net interest income and net interest margin in the future, include, but are not limited to, the actual steepness of the yield curve, future demand for the Bank’s financial products and the Bank’s overall future liquidity needs.

Warehouse Lending segment

Net interest income within the Warehouse Lending segment increased $645,000, or 17%, for the second quarter of 2017 compared to the same period in 2016. The increase in net interest income was partially attributable to higher average outstanding balances and partially to higher weighted average loan yield for the current period as compared to the same period in 2016. Total Warehouse line commitments increased to $1.1 billion at June 30, 2017 from $800 million at June 30, 2016, with the Company continuing to grow its Warehouse client base over the previous 12 months. Average line usage on Warehouse commitments was 48% during the second quarter of 2017 compared to 57% during the second quarter of 2016, as usage rates during both quarters benefitted from continued low, long-term mortgage rates. For the remainder of 2017, management believes that usage rates for Warehouse lines could be lower than comparable periods in 2016, as the mortgage industry anticipates higher long-term interest rates. The yield for Warehouse lines of credit during the second quarter of 2017 increased 44 basis points from the same period in 2016, as the Warehouse yield was positively impacted by increases in short-term interest rates in the previous 12 months.

Overall, average outstanding Warehouse lines of credit during the second quarter of 2017 increased $76 million, or 18%, compared to the same period in 2016.  Average outstanding warehouse balances were $489 million during the second quarter of 2017 with a weighted average yield of 4.49%, compared to average outstanding balances of $413 million with a weighted average yield of 4.05% for the same period in 2016. The overall yield on warehouse lines generally improved from the second quarter of 2016 to the second quarter of 2017, as the rates paid to the Bank by its Warehouse clients are generally tied to the London Interbank Offered Rate (“LIBOR”), which is a short-term market-rate index that generally tracks with the FFTR.

Republic Processing Group segment

Net interest income within the RPG segment increased $3.0 million for the second quarter of 2017 compared to the same period in 2016. The increase in RPG’s net interest income was primarily attributable to significant growth in the consumer credit products through the RCS division of RPG, which earned $5.0 million in net interest income during the second quarter of 2017 compared to $2.1 million for the same period in 2016. Average RCS loans increased $24 million, or 185%, to $37 million during the first six months of 2017 compared to $13 million for the same period in 2016.

74

Table 2 — Total Company Average Balance Sheets and Interest Rates for the Three Months Ended June 30, 2017 and 2016

	Three Months Ended June 30, 2017						Three Months Ended June 30, 2016
	Average				Average		Average				Average
(dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate
ASSETS
Interest-earning assets:
Taxable investment securities, including FHLB stock(1)	$	597,818	$	2,741	1.83	%	$	579,027	$	2,239	1.55	%
Federal funds sold and other interest-earning deposits		130,650		346	1.06			95,204		155	0.65
RPG Easy Advance loans and fees(2)		3,064		3	0.39			1,171		1	0.34
Other RPG loans and fees(3)(6)		36,755		5,031	54.75			12,911		2,095	64.91
Outstanding Warehouse lines of credit and fees(4)(6)		489,384		5,495	4.49			413,135		4,180	4.05
All other Traditional Bank loans and fees(5)(6)		3,201,176		34,205	4.27			3,052,180		31,470	4.12
Total interest-earning assets		4,458,847		47,821	4.29			4,153,628		40,140	3.87
Allowance for loan and lease losses		(38,282)						(29,525)
Noninterest-earning assets:
Noninterest-earning cash and cash equivalents		75,295						73,807
Premises and equipment, net		44,154						36,485
Bank owned life insurance		62,341						56,952
Other assets(1)		65,693						60,496
Total assets	$	4,668,048					$	4,351,843
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction accounts	$	1,086,740	$	564	0.21	%	$	930,560	$	205	0.09	%
Money market accounts		549,313		371	0.27			551,477		272	0.20
Time deposits		248,937		717	1.15			221,295		556	1.00
Brokered money market and brokered certificates of deposit		339,137		672	0.79			276,978		314	0.45
Total interest-bearing deposits		2,224,127		2,324	0.42			1,980,310		1,347	0.27
Securities sold under agreements to repurchase and other short-term borrowings		179,594		146	0.33			267,574		15	0.02
Federal Home Loan Bank advances		500,027		1,943	1.55			627,335		2,973	1.90
Subordinated note		41,240		271	2.63			43,234		228	2.11
Total interest-bearing liabilities		2,944,988		4,684	0.64			2,918,453		4,563	0.63
Noninterest-bearing liabilities and Stockholders’ equity:
Noninterest-bearing deposits		1,063,215						805,718
Other liabilities		31,905						30,877
Stockholders’ equity		627,940						596,795
Total liabilities and stockholders’ equity	$	4,668,048					$	4,351,843
Net interest income			$	43,137					$	35,577
Net interest spread					3.65	%					3.24	%
Net interest margin					3.87	%					3.43	%

(1) For the purpose of this calculation, the fair market value adjustment on investment securities resulting from ASC Topic 320, Investments — Debt and Equity Securities, is included as a component of other assets.

(2) Interest income for Easy Advances is composed entirely of loan fees. Easy Advances are only offered during the first two months of the year.

(3) Interest income includes loan fees of $4.4 million and $1.9 million for the three months ended June 30, 2017 and 2016.

(4) Interest income includes loan fees of $917,000 and $785,000 for the three months ended June 30, 2017 and 2016.

(5) Interest income includes loan fees of $1.1 million and $1.0 million for the three months ended June 30, 2017 and 2016.

(6) Average balances for loans include the principal balance of nonaccrual loans and loans held for sale, and are inclusive of all loan premiums, discounts, fees and costs.

75

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 for the Three Months Ended June 30, 2017 and 2016

		Three Months Ended June 30, 2017
		Compared to
		Three Months Ended June 30, 2016
	Total Net		Increase / (Decrease) Due to
(in thousands)	Change		Volume		Rate
Interest income:
Taxable investment securities, including FHLB stock	$	502	$	75	$	427
Federal funds sold and other interest-earning deposits		191		71		120
RPG Easy Advance loans and fees		2		2		—
Other RPG loans and fees		2,936		3,311		(375)
Outstanding Warehouse lines of credit and fees		1,315		825		490
All other Traditional Bank loans and fees		2,735		1,568		1,167
Net change in interest income		7,681		5,852		1,829
Interest expense:
Transaction accounts		359		40		319
Money market accounts		99		(1)		100
Time deposits		161		74		87
Brokered money market and brokered certificates of deposit		358		83		275
Securities sold under agreements to repurchase and other short-term borrowings		131		(7)		138
Federal Home Loan Bank advances		(1,030)		(545)		(485)
Subordinated note		43		(11)		54
Net change in interest expense		121		(367)		488
Net change in net interest income	$	7,560	$	6,219	$	1,341

76

Provision for Loan and Lease Losses

The Company recorded a Provision of $5.1 million for the second quarter of 2017, compared to $1.8 million for the same period in 2016.  The significant components comprising the Company’s Provision by business segment were as follows:

Traditional Banking segment

The Traditional Banking Provision during the second quarter of 2017 was $1.5 million, compared to $798,000 for the second quarter of 2016. An analysis of the Provision for the second quarter of 2017 compared to the same period in 2016 follows:

· Related to the Bank’s pass-rated and non-rated credits, the Bank recorded net charges of $1.6 million and $694,000 to the Provision for the second quarters of 2017 and 2016.  Loan growth primarily drove the net charges to the Provision in both periods, as gross loans increased $101 million during the second quarter of 2017 and $148 million during the second quarter of 2016. Growth during the second quarter of 2016 was primarily driven by the Company’s May 2016 Cornerstone acquisition, while growth during the second quarter of 2017 was primarily organic in nature. Since business-acquisition loans are purchased at fair value, with credit risk layered into the acquisition price, only a minimal Provision was recorded during 2016 for loan growth attributable to the Cornerstone acquisition.

· Provision activity related to the Bank’s loans rated Substandard and Special Mention, as well as, purchased-credit-impaired (“PCI”) loans was immaterial during the quarter.

As a percentage of total loans, the Traditional Banking Allowance for Loan and Lease Losses (“Allowance”) was 0.85% at June 30, 2017 compared to 0.83% at December 31, 2016 and 0.82% at June 30, 2016.  The Company believes, based on information presently available, that it has adequately provided for its loan portfolio within its Allowance at June 30, 2017.

Warehouse Lending segment

The Warehouse Provision was $264,000 for the second quarter of 2017, a $216,000 decrease from the same period in 2016. Provision expense for both periods reflected changes in general reserves consistent with changes in outstanding period-end balances. Outstanding Warehouse period-end balances increased $106 million during the second quarter of 2017 compared to an increase of $192 million during the second quarter of 2016.

As a percentage of total Warehouse outstanding balances, the Warehouse Allowance was 0.25% at June 30, 2017, December 31, 2016 and June 30, 2016.  The Company believes, based on information presently available, that it has adequately provided for Warehouse loan losses at June 30, 2017.

Republic Processing Group segment

RPG recorded a Provision of $3.3 million during the second quarter of 2017, an increase of $2.8 million compared to same period in 2016. The increase in Provision at RPG was primarily attributable to charges of $4.1 million and $869,000 during the second quarters of 2017 and 2016 associated with the RCS division’s consumer loans. Provision expense was higher at RCS due to an increase in general loss reserves for growth in RCS loans, as well as an increase in the historical loss factors for the general reserves for RCS loans resulting from a rise in charge-offs from the prior year.  These charges related to RCS were partially offset by credits to the Provision of $721,000 and $354,000 for recoveries on Easy Advances made through the TRS division of RPG during the first quarters of 2017 and 2016. 

While RPG loans generally return higher yields, they also present a greater credit risk than Traditional Banking loan products.  As a percentage of total RPG loans, the RPG Allowance was 20.53% at June 30, 2017 compared to 12.82% at December 31, 2016 and 19.80% at June 30, 2016.  The Company believes, based on information presently available, that it has adequately provided for RPG loan losses at June 30, 2017.

See the sections titled “Allowance for Loan and Lease 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.

77

Table 4 — Summary of Loan and Lease Loss Experience for the Three Months Ended June 30, 2017 and 2016

	Three Months Ended
	June 30,
(dollars in thousands)	2017			2016
Allowance at beginning of period	$	42,362		$	31,475
Charge-offs:
Traditional Banking:
Residential real estate		(111)			(73)
Commercial real estate		—			—
Construction & land development		—			—
Commercial & industrial		—			(330)
Lease financing receivables		—			—
Home equity		(91)			(49)
Consumer		(561)			(352)
Total Traditional Banking		(763)			(804)
Warehouse lines of credit		—			—
Total Core Banking		(763)			(804)
Republic Processing Group:
Commercial & industrial		—			—
Consumer:
Easy Advances		(7,261)			(3,069)
Republic Credit Solutions		(2,251)			(874)
Total Republic Processing Group		(9,512)			(3,943)
Total charge-offs		(10,275)			(4,747)
Recoveries:
Traditional Banking:
Residential real estate		65			85
Commercial real estate		21			79
Construction & land development		1			—
Commercial & industrial		1			—
Lease financing receivables		—			—
Home equity		68			78
Consumer:		143			135
Total Traditional Banking		299			377
Warehouse lines of credit		—			—
Total Core Banking		299			377
Republic Processing Group:
Commercial & industrial		—			—
Consumer:
Easy Advances		241			254
Refund Anticipation Loans		17			43
Republic Credit Solutions		193			92
Total Republic Processing Group		451			389
Total recoveries		750			766
Net loan charge-offs		(9,525)			(3,981)
Provision - Core Banking		1,725			1,278
Provision - RPG		3,336			536
Total Provision		5,061			1,814
Allowance at end of period	$	37,898		$	29,308
Credit Quality Ratios - Total Company:
Allowance to total loans		0.97	%		0.79	%
Allowance to nonperforming loans		240			147
Net loan charge-offs to average loans		1.02			0.46
Credit Quality Ratios - Core Banking:
Allowance to total loans		0.76	%		0.73	%
Allowance to nonperforming loans		189			135
Net loan charge-offs to average loans		0.05			0.05

78

Noninterest Income

Total Company noninterest income increased $2.1 million, or 20%, during the second quarter of 2017 compared to the same period in 2016. The most significant components comprising the total Company’s noninterest income by business segment were as follows:

Traditional Banking segment

Traditional Banking segment noninterest income increased $598,000, or 9%, for the second quarter of 2017 compared to the same period in 2016.  The most significant categories affecting the change in noninterest income for the quarter were as follows:

· Service charges on deposit accounts increased $103,000, or 3%, to $3.4 million for the second quarter of 2017 compared to $3.3 million the same period in 2016 driven by a 7% growth in the Company’s transactional account base from June 30, 2016 to June 30, 2017.  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 quarters ended June 30, 2017 and 2016 were $2.1 million and $1.8 million. The total daily overdraft charges, net of refunds, included in interest income for the quarters ended June 30, 2017 and 2016 were $453,000 and $405,000. 

· Interchange income increased $249,000, or 11%, due to a 12% increase in the number of active debit cards and an 8% increase in the number of transactions experienced by the Company for those cards.

Mortgage Banking segment

Within the Mortgage Banking segment, mortgage banking income decreased $115,000, or 7%, during the second quarter of 2017 compared to the same period in 2016, as a result of a slowdown in consumer refinance volume.  Overall, Republic’s origination of secondary market loans totaled $43 million during the second quarter of 2017 compared to $59 million during the same period in 2016.  The ratio of net gain on sale of mortgage loans originated for sale was 3.01% and 2.49% during the second quarters of 2017 and 2016.

Republic Processing Group segment

Within the RPG segment, noninterest income increased $1.6 million, or 57%, during the second quarter of 2017 compared to the same period in 2016.  The overall increase was primarily attributable to the following:

· Net RT revenues increased $861,000 at the TRS division of RPG, as the second quarter of 2017 generated a higher percentage of the Company’s year-to-date RT production as compared to the same period in 2016. The higher second quarter 2017 percentage was due to delays in certain taxpayer refunds from the U.S. Treasury resulting from additional fraud prevention measures taken by the Federal government this year.

· Program fees increased $620,000, or 93%. These fees represent gains from the sale of consumer loans originated and sold through the RCS division of RPG.  The increase in program fees resulted from an increase in volume from RCS’ small-dollar consumer loan programs.  During the second quarter of 2017, loans sold through the RCS programs increased $70 million, or 89%, to $149 million compared to $79 million during the second quarter of 2016. 

79

Noninterest Expenses

Total Company noninterest expenses increased $3.9 million, or 12%, during the second quarter of 2017 compared to the same period in 2016. The most significant components comprising the increase in noninterest expense by business segment were as follows:

Traditional Banking segment

For the second quarter of 2017 compared to the same period in 2016, Traditional Banking noninterest expenses increased $3.4 million, or 12%. The most significant categories affecting the change in noninterest expense for the quarter were as follows:

· Salaries and benefits expense increased $1.9 million, or 12%, primarily due to an increase of 87 full-time-equivalent (“FTE”) employees from June 30, 2016 to June 30, 2017. The increase in FTEs was driven by additional staffing needed to implement the Company’s strategic initiatives.

· Occupancy expense increased $767,000, or 16%, primarily driven by increases in rent expense and depreciation expense resulting from new locations, existing banking center renovations and the cost of technology to support the Core Bank’s strategic initiatives.  

Republic Processing Group segment

Within the RPG segment, noninterest expenses increased $501,000, or 22%, during the second quarter of 2017 compared to the same period in 2016.  The increase was primarily due to a $313,000 increase in salaries and benefits expense, driven by additional staff added during the previous 12 months to support growth in the TRS and RCS divisions.

OVERVIEW (Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016)

Total Company net income for the first six months of 2017 was $30.1 million, a $26.1 million, or 15%, increase from the same period in 2016. Diluted earnings per Class A Common Share increased to $1.45 for the six months ended June 30, 2017 compared to $1.26 for the same period in 2016.

General highlights by business segment for the six months ended June 30, 2017 consisted of the following:

Traditional Banking segment

· Net income decreased $61,000, or 1%, for the first six months of 2017 compared to the same period in 2016.  

· Net interest income increased $7.9 million, or 14%, for the first six months of 2017 compared to the same period in 2016.

· The Provision was $1.9 million for the first six months of 2017 compared to $1.3 million for the same period in 2016.

· Total noninterest income increased $1.0 million, or 8%, for the first six months of 2017 compared to the same period in 2016.

· Total noninterest expense increased $8.7 million, or 16%, during the first six months of 2017 compared to the first six months of 2016.

Warehouse Lending segment

· Net income increased $1.4 million, or 50%, for the first six months of 2017 compared to the same period in 2016.

· Net interest income increased $1.9 million, or 29%, for the first six months of 2017 compared to the same period in 2016.

· The Provision was $38,000 for the first six months of 2017 compared to $498,000 for the same period in 2016.

80

Mortgage Banking segment

· Within the Mortgage Banking segment, mortgage banking income decreased $216,000, or 8%, during the first six months of 2017 compared to the same period in 2016.

· Overall, Republic’s originations of secondary market loans totaled $76 million during the first six months of 2017 compared to $96 million during the same period in 2016.

Republic Processing Group segment

· Net income increased $2.6 million, or 24%, for the first six months of 2017 compared to the same period in 2016. 

· Net interest income increased $14.6 million for the first six months of 2017 compared to the same period in 2016.

· EA loan originations increased $206 million, or 167%, to $329 million for the first six months of 2017 compared to $123 million for the same period in 2016.

· The Provision was $15.4 million during the first six months of 2017 compared to $5.2 million for the same period in 2016.

· Noninterest income increased $1.4 million, or 7%, for the first six months of 2017 compared to the same period in 2016.

· Noninterest expenses were $9.6 million for the first six months of 2017 compared to $8.0 million for the same period in 2016.

RESULTS OF OPERATIONS (Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016)

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.

Total Company net interest income increased $24.6 million, or 33%, during the first six months of 2017 compared to the same period in 2016.  Growth in RPG loans, in particular the EA product, and growth in average Core Bank loans were the primary contributors to the Company’s growth in net interest income. The total Company net interest margin increased to 4.44% during the first six months of 2017 compared to 3.60% for the same period in 2016, with additional fee income from the EA product primarily driving the increase.

The most significant components affecting the total Company’s net interest income by business segment follow:

Traditional Banking segment

Net interest income within the Traditional Banking segment increased $7.9 million, or 14%, for the first six months of 2017 compared to the same period in 2016.  The Traditional Banking net interest margin was 3.37% for the first six months of 2017, an increase of 22 basis points from the same period in 2016.

The Traditional Banking segment’s financial instruments were favorably impacted by increases in short-term interest rates during 2017. While these increases helped drive a rise in interest income and a 10-basis-point increase in the yield on interest-earning assets, the Traditional Banking segment also experienced a decrease of 13 basis points in its interest-bearing liabilities and held its level of interest expense relatively flat with the interest expense from the first six months of 2016.  The Traditional Bank was able to achieve a favorable decrease in its cost of interest-bearing liabilities primarily by decreasing its reliance on term-FHLB advances by $115 million over the previous 12 months, replacing such funds with either overnight-FHLB advances or interest-bearing and noninterest-bearing deposits.

81

The increases in the Traditional Bank’s net interest income and net interest margin during the first six months of 2017 were primarily attributable to the following instrument-level factors:

· Average Traditional Bank loans outstanding, excluding loans from the Company’s 2012 FDIC-assisted transactions, were $3.2 billion with a weighted average yield of 4.22% during the first six months of 2017 compared to $3.0 billion with a weighted average yield of 4.04% during the first six months of 2016. The overall effect of these changes in rate and volume was an increase of $6.8 million, or 11%, in interest income. This increase in average loans for the first six months of 2017 over the first six months of 2016 was driven primarily by growth in the Bank’s CRE, Construction, C&I, and HELOC portfolios over the previous 12 months. Approximately $139 million of the increase in average loans resulted from the loans acquired in the May 2016 acquisition of Cornerstone Bancorp, Inc.  The Cornerstone acquisition contributed an average balance of $48 million to the first six months of 2016 because of its May 2016 acquisition date, while contributing $187 million to the average loans for the first six months of 2017. 

· Net interest income related to loans from the Company’s 2012 FDIC-assisted transactions was lower during the first six months of 2017 compared to the same period in 2016 primarily due to a lower rate of favorable payoffs and paydowns on the portfolio. When loans from these transactions are paid off, all unearned discount on such loans is immediately accreted into income. Accretion income during the first six months of 2017 from this portfolio was $192,000 compared to $918,000 for the same period in 2016. Overall, the average balance of the portfolio was $14 million with a yield of 10.63% during the first six months of 2017 compared to $22 million with a yield of 15.20% for 2016. The overall effect of these changes in rate and volume was a decrease of $949,000 in interest income.

· The weighted average cost of interest-bearing deposits during the first six months of 2017 compared to the same period in 2016 increased to 0.38% from 0.28%, while the average outstanding interest-bearing deposits increased $277 million when comparing the two periods. The net effect of these changes in rate and volume was a decrease in net interest income of $1.5 million. 

· The weighted average cost of FHLB advances during the first six months of 2017 compared to the same period in 2016 declined to 1.54% from 2.01%, while the average outstanding FHLB advances decreased $41 million when comparing the two periods. The decrease in the weighted average cost of FHLB advances occurred as the Traditional Bank lowered its term-FHLB advances by $115 million from June 30, 2016 to June 30, 2017.  To the extent new funds were borrowed from the FHLB, such borrowings were generally overnight in nature. The net effect of these changes in rate and volume was an increase in net interest income of $1.7 million.     

The FFTR, the index that many of the Bank’s short-term deposit rates track, increased for the third time in a six-month period during June 2017.  Additionally, the FOMC of the FRB has provided further guidance that additional FFTR increases are possible during the remainder of 2017. While an increase in short-term interest rates is generally believed by management to be favorable to the Bank’s net interest income and net interest margin in the near-term, such increases in short-term interest rates could have a negative impact to net interest income and net interest margin if the Bank is unable to maintain its overall funding costs at those levels assumed in its interest rate risk model or the yield curve flattens causing the spread between long-term interest rates and short-term interest rates to decrease.  Unknown variables, which may impact the Bank’s net interest income and net interest margin in the future, include, but are not limited to, the actual steepness of the yield curve, future demand for the Bank’s financial products and the Bank’s overall future liquidity needs.

Warehouse Lending segment

Net interest income within the Warehouse Lending segment increased $1.9 million, or 29%, for the first six months of 2017 compared to the same period in 2016. The increase in net interest income was partially attributable to higher average outstanding balances and partially to higher weighted average loan yield for the current period as compared to the same period in 2016. Total Warehouse line commitments increased to $1.1 billion at June 30, 2017 from $800 million at June 30, 2016, with the Company continuing to grow its Warehouse client base over the previous 12 months. Average line usage on Warehouse commitments was 46% during the first six months of 2017 compared to 52% during the first six months of 2016, as usage rates during both periods benefitted from continued low, long-term mortgage rates. For the remainder of 2017, management believes that usage rates for Warehouse lines could be lower than comparable periods in 2016, as the mortgage industry anticipates higher long-term interest rates. The yield for Warehouse lines of credit during the first six months of 2017 increased 32 basis points from the same period in 2016, as the Warehouse yield was positively impacted by an increase in short-term interest rates.

82

Overall, average outstanding Warehouse lines of credit during the first six months of 2017 increased $110 million, or 31%, compared to the same period in 2016.  Average outstanding warehouse balances were $463 million during the first six months of 2017 with a weighted average yield of 4.35%, compared to average outstanding balances of $353 million with a weighted average yield of 4.03% for the same period in 2016. The overall yield on warehouse lines generally improved from the first six months of 2016 to the first six months of 2017, because the rates paid to the Bank by its Warehouse clients are generally tied to the LIBOR, which is a short-term market-rate index that generally tracks with the FFTR.

Republic Processing Group segment

Net interest income within the RPG segment increased $14.6 million for the first six months of 2017 compared to the same period in 2016. The increase in RPG’s net interest income was primarily attributed to the following factors:

· The TRS division’s EA product earned $14.2 million in interest income during the first six months of 2017, a $9.0 million increase from the same period in 2016.  The higher EA income was driven by an increase in EA origination volume as the Company originated $329 million in EAs during the first six months of 2017 compared to $123 million during the first six months of 2016.  Additional demand for EAs during 2017 was partially driven by the previously announced delays in certain taxpayer refunds from the U.S. Treasury due to additional fraud prevention measures taken by the Federal government. In addition, the Company’s increase in EA dollar volume during 2017 was driven by a higher weighted average advance amount as compared to 2016.

See additional detail regarding the EA product under Footnote 5 “Loans and Allowance for Loan and Lease Losses” of Part I Item 1 “Financial Statements.”

· Partially offsetting growth in EA-related interest income, the TRS division did not renew a short-term commercial loan from which it earned $1.1 million in loan fees during the first six months of 2016. However, TRS did earn $635,000 in loan fees during the first six months of 2017 from other commercial loan relationships.

· Consumer credit products through the RCS division of RPG earned $9.9 million in net interest income during the first six months of 2017 compared to $3.8 million for the same period in 2016. The increase was driven by product expansion at RCS over the previous 12 months, particularly within the division’s line-of-credit product.  Average RCS loans held for investment increased $25 million, or 250%, to $35 million during the first six months of 2017 compared to $10 million for the same period in 2016.

83

Table 5 — Total Company Average Balance Sheets and Interest Rates for the Six Months Ended June 30, 2017 and 2016

	Six Months Ended June 30, 2017						Six Months Ended June 30, 2016
	Average				Average		Average				Average
(dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate
ASSETS
Interest-earning assets:
Taxable investment securities, including FHLB stock(1)	$	592,250	$	5,257	1.78	%	$	580,448	$	4,396	1.51	%
Federal funds sold and other interest-earning deposits		157,181		708	0.90			197,664		584	0.59
RPG Easy Advance loans and fees(2)		39,580		14,220	71.85			10,607		5,210	98.24
Other RPG loans and fees(3)(6)		40,330		10,560	52.37			21,219		4,852	45.73
Outstanding Warehouse lines of credit and fees(4)(6)		463,068		10,081	4.35			352,857		7,111	4.03
All other Traditional Bank loans and fees(5)(6)		3,197,026		67,878	4.25			3,001,572		62,002	4.13
Total interest-earning assets		4,489,435		108,704	4.84			4,164,367		84,155	4.04
Allowance for loan and lease losses		(38,313)						(29,393)
Noninterest-earning assets:
Noninterest-earning cash and cash equivalents		136,702						115,646
Premises and equipment, net		43,995						33,648
Bank owned life insurance		62,164						54,992
Other assets(1)		63,412						55,083
Total assets	$	4,757,395					$	4,394,343
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction accounts	$	1,066,194	$	945	0.18	%	$	904,711	$	385	0.09	%
Money market accounts		552,152		682	0.25			537,928		501	0.19
Time deposits		238,187		1,290	1.08			215,186		1,109	1.03
Brokered money market and brokered certificates of deposit		361,672		1,286	0.71			284,189		744	0.52
Total interest-bearing deposits		2,218,205		4,203	0.38			1,942,014		2,739	0.28
Securities sold under agreements to repurchase and other short-term borrowings		198,896		171	0.17			337,636		40	0.02
Federal Home Loan Bank advances		548,826		4,235	1.54			589,709		5,926	2.01
Subordinated note		41,240		520	2.52			42,237		439	2.08
Total interest-bearing liabilities		3,007,167		9,129	0.61			2,911,596		9,144	0.63
Noninterest-bearing liabilities and Stockholders’ equity:
Noninterest-bearing deposits		1,097,711						861,204
Other liabilities		33,288						29,349
Stockholders’ equity		619,229						592,194
Total liabilities and stock-holders’ equity	$	4,757,395					$	4,394,343
Net interest income			$	99,575					$	75,011
Net interest spread					4.23	%					3.41	%
Net interest margin					4.44	%					3.60	%

(1) For the purpose of this calculation, the fair market value adjustment on investment securities resulting from ASC Topic 320, Investments — Debt and Equity Securities, is included as a component of other assets.

(2) Interest income for Easy Advances is composed entirely of loan fees.

(3) Interest income includes loan fees of $9.6 million and $4.6 million for the six months ended June 30, 2017 and 2016.

(4) Interest income includes loan fees of $1.7 million and $1.3 million for the six months ended June 30, 2017 and 2016.

(5) Interest income includes loan fees of $2.2 million and $2.4 million for the six months ended June 30, 2017 and 2016.

(6) Average balances for loans include the principal balance of nonaccrual loans and loans held for sale, and are inclusive of all loan premiums, discounts, fees and costs.

84

Table 6 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 6 — Total Company Volume/Rate Variance Analysis for the Six Months Ended June 30, 2017 and 2016

		Six Months Ended June 30, 2017
		Compared to
		Six Months Ended June 30, 2016
	Total Net		Increase / (Decrease) Due to
(in thousands)	Change		Volume		Rate
Interest income:
Taxable investment securities, including FHLB stock	$	861	$	91	$	770
Federal funds sold and other interest-earning deposits		124		(137)		261
RPG Easy Advance loans and fees		9,010		10,751		(1,741)
Other RPG loans and fees		5,708		4,916		792
Outstanding Warehouse lines of credit and fees		2,970		2,363		607
All other Traditional Bank loans and fees		5,876		4,115		1,761
Net change in interest income		24,549		22,099		2,450
Interest expense:
Transaction accounts		560		79		481
Money market accounts		181		14		167
Time deposits		181		123		58
Brokered money market and brokered certificates of deposit		542		235		307
Securities sold under agreements to repurchase and other short-term borrowings		131		(23)		154
Federal Home Loan Bank advances		(1,691)		(389)		(1,302)
Subordinated note		81		(11)		92
Net change in interest expense		(15)		28		(43)
Net change in net interest income	$	24,564	$	22,071	$	2,493

85

Provision for Loan and Lease Losses

The Company recorded a Provision of $17.4 million for the first six months of 2017, compared to $7.0 million for the same period in 2016.  The significant components comprising the Company’s Provision by business segment were as follows:

Traditional Banking segment

The Traditional Banking Provision during the first six months of 2017 was $1.9 million, compared to $1.3 million for the first six months of 2016. An analysis of the Provision for the first six months of 2017 compared to the same period in 2016 follows:

· Related to the Bank’s pass-rated and non-rated credits, the Bank recorded net charges of $2.1 million and $1.2 million to the Provision for the first six months of 2017 and 2016.  Loan growth primarily drove the net charges to the Provision in both periods, as gross loans increased $87 million during the first six months of 2017 and $160 million during the same period in 2016. Growth during the first six months of 2016 was primarily driven by the Company’s May 2016 Cornerstone acquisition, while growth during same period in 2017 was primarily organic in nature. Since business-acquisition loans are purchased at fair value, with credit risk layered into the acquisition price, only a minimal Provision was recorded during 2016 for loan growth attributable to the Cornerstone acquisition.

· Provision activity related to the Bank’s loans rated Substandard and Special Mention, as well as, purchased-credit-impaired (“PCI”) loans was immaterial during the quarter.

As a percentage of total loans, the Traditional Banking Allowance was 0.85% at June 30, 2017 compared to 0.83% at December 31, 2016 and 0.82% at June 30, 2016.  The Company believes, based on information presently available, that it has adequately provided for its loan portfolio within its Allowance at June 30, 2017.

Warehouse Lending segment

The Warehouse Provision was $38,000 for the first six months of 2017, a $460,000 decrease from the same period in 2016. Provision expense for both periods reflected changes in general reserves consistent with changes in outstanding period-end balances. Outstanding Warehouse period-end balances increased $15 million during the first six months of 2017 compared to an increase of $199 million during the first six months of 2016.

As a percentage of total Warehouse outstanding balances, the Warehouse Allowance was 0.25% at June 30, 2017, December 31, 2016 and June 30, 2016.  The Company believes, based on information presently available, that it has adequately provided for Warehouse loan losses at June 30, 2017.

Republic Processing Group segment

RPG recorded a Provision of $15.4 million during the first six months of 2017, an increase of $10.2 million compared to same period in 2016.

The increase in Provision at RPG was partially attributable to an increase in estimated losses for EA loans within the TRS division, as EA volume increased 167% for the first six months of 2017 compared to the first six months of 2016.  As a result of the increased EA volume, the TRS division recorded a Provision of $7.9 million during the first six months of 2017 compared to $3.2 million for the same period in 2016 related to the EA product.  As of June 30, 2017 and 2016, the Company had Provisions of 2.40% and 2.61% of total EAs originated during the first six months of 2017 and 2016. The Company finished 2016 with an actual net loss rate of 2.47% of total EAs originated during 2016.

See additional detail regarding the Easy Advance (“EA”) product under Footnote 5 “Loans and Allowance for Loan and Lease Losses” of Part I Item 1 “Financial Statements.”

RPG also recorded charges of $7.8 million and $2.2 million to the Provision during the first six months of 2017 and 2016 associated with the RCS division’s consumer loans.  Provision expense was higher at RCS due to an increase in general loss reserves for growth in RCS loans, as well as an increase in the historical loss factors for the general reserves for RCS loans resulting from a rise in charge-offs from the prior year.   

86

See the sections titled “Allowance for Loan and Lease 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.

While RPG loans generally return higher yields, they also present a greater credit risk than Traditional Banking loan products.  As a percentage of total RPG loans, the RPG Allowance was 20.53% at June 30, 2017 compared to 12.82% at December 31, 2016 and 19.80% at June 30, 2016.  The Company believes, based on information presently available, that it has adequately provided for RPG loan losses at June 30, 2017.

87

Table 7 — Summary of Loan and Lease Loss Experience for the Six Months Ended June 30, 2017 and 2016

	Six Months Ended
	June 30,
(dollars in thousands)	2017			2016
Allowance at beginning of period	$	32,920		$	27,491
Charge-offs:
Traditional Banking:
Residential real estate		(125)			(261)
Commercial real estate		—			(41)
Construction & land development		—			(44)
Commercial & industrial		—			(330)
Lease financing receivables		—			—
Home equity		(95)			(84)
Consumer		(1,002)			(656)
Total Traditional Banking		(1,222)			(1,416)
Warehouse lines of credit		—			—
Total Core Banking		(1,222)			(1,416)
Republic Processing Group:
Commercial & industrial		—			—
Consumer:
Easy Advances		(8,121)			(3,474)
Refund Anticipation Loans		—			—
Republic Credit Solutions		(4,536)			(1,720)
Total Republic Processing Group		(12,657)			(5,194)
Total charge-offs		(13,879)			(6,610)
Recoveries:
Traditional Banking:
Residential real estate		124			159
Commercial real estate		38			106
Construction & land development		1			20
Commercial & industrial		22			4
Lease financing receivables		—			—
Home equity		77			104
Consumer:		317			312
Total Traditional Banking		579			705
Warehouse lines of credit		—			—
Total Core Banking		579			705
Republic Processing Group:
Commercial & industrial		—			—
Consumer:
Easy Advances		241			254
Refund Anticipation Loans		252			290
Republic Credit Solutions		373			178
Total Republic Processing Group		866			722
Total recoveries		1,445			1,427
Net loan charge-offs		(12,434)			(5,183)
Provision - Core Banking		1,966			1,776
Provision - RPG		15,446			5,224
Total Provision		17,412			7,000
Allowance at end of period	$	37,898		$	29,308
Credit Quality Ratios - Total Company:
Allowance to total loans		0.97	%		0.79	%
Allowance to nonperforming loans		240			147
Net loan charge-offs to average loans		0.67			0.31
Credit Quality Ratios - Core Banking:
Allowance to total loans		0.76	%		0.73	%
Allowance to nonperforming loans		189			135
Net loan charge-offs to average loans		0.04			0.04

88

Noninterest Income

Total Company noninterest income increased $2.1 million, or 6%, during the first six months of 2017 compared to the same period in 2016. The most significant components comprising the total Company’s noninterest income by business segment were as follows:

Traditional Banking segment

Traditional Banking segment noninterest income increased $1.0 million, or 8%, for the first six months of 2017 compared to the same period in 2016.  The most significant categories affecting the change in noninterest income for the period were as follows:

· Service charges on deposit accounts increased $239,000, or 4%, to $6.7 million for the first six months of 2017 compared $6.4 million during the same period in 2016 driven by a 7% growth in the Company’s transactional account base from June 30, 2016 to June 30, 2017.  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 six months ended June 30, 2017 and 2016 were $4.0 million and $3.6 million. The total daily overdraft charges, net of refunds, included in interest income for the six months ended June 30, 2017 and 2016 were $864,000 and $784,000. 

· Interchange income increased $412,000, or 10%, due to a 12% increase in the number of active debit cards and an 8% increase in the number of transactions experienced by the Company for those cards.

Mortgage Banking segment

Within the Mortgage Banking segment, mortgage banking income decreased $216,000, or 8%, during the first six months of 2017 compared to the same period in 2016, as a result of a slowdown in consumer refinance volume.  Overall, Republic’s origination of secondary market loans totaled $76 million during the first six months of 2017 compared to $96 million during the same period in 2016.  The ratio of net gain on sale of mortgage loans originated for sale was 2.98% and 2.49% during the first six months of 2017 and 2016.

Republic Processing Group segment

Within the RPG segment, noninterest income increased $1.4 million, or 7%, during the first six months of 2017 compared to the same period in 2016.  The overall increase was primarily attributable to an increase of $1.4 million in RCS program fees, which represents gains from the sale of consumer loans originated and sold through the RCS division of RPG.  The increase in RPG program fees resulted from an increase in volume from RCS’ small-dollar consumer loan programs.  During the first six months of 2017, loans sold through the RCS programs increased $153 million, or 125%, to $275 million compared to $122 million during the first six months of 2016. In addition, RCS benefitted during the first six months of 2017 from the final revenue payment of $427,000 from a program sponsor related to a first-year volume guarantee for its credit product.

Offsetting the increase in RCS program fees was an $835,000, or 4%, decrease in net RT revenue at TRS from the first six months of 2016 to first six months of 2017, consistent with the 10% decrease in RT product volume for the same periods.

89

Noninterest Expenses

Total Company noninterest expenses increased $10.3 million, or 16%, during the first six months of 2017 compared to the same period in 2016. The most significant components comprising the increase in noninterest expense by business segment were as follows:

Traditional Banking segment

For the first six months of 2017 compared to the same period in 2016, Traditional Banking noninterest expenses increased $8.7 million, or 16%. The most significant categories affecting the change in noninterest expense for the periods were as follows:

· Salaries and benefits expense increased $5.2 million, or 18%, primarily due to an increase of 87 FTE employees from June 30, 2016 to June 30, 2017. The increase in FTEs was driven by additional staffing needed to implement the Company’s strategic initiatives.

· Occupancy expense increased $1.3 million, or 13%, primarily driven by increases in rent expense and depreciation expense resulting from new locations, existing banking center renovations and the cost of technology to support the Core Bank’s strategic initiatives.  

Republic Processing Group segment

Within the RPG segment, noninterest expenses increased $1.6 million, or 20%, during the first six months of 2017 compared to the same period in 2016.  The increase was primarily due to a $940,000 increase in salaries and benefits expense, driven by additional staff added during the previous 12 months to support growth in the TRS and RCS divisions.

90

COMPARISON OF FINANCIAL CONDITION AT June 30, 2017 AND December 31, 2016

Loan Portfolio

Table 8 — Loan Portfolio Composition

(in thousands)	June 30, 2017		December 31, 2016
Traditional Banking:
Residential real estate:
Owner occupied	$	961,405	$	1,000,148
Owner occupied - correspondent*		129,792		149,028
Nonowner occupied		172,684		156,605
Commercial real estate		1,104,026		1,060,496
Construction & land development		137,877		119,650
Commercial & industrial		314,433		259,026
Lease financing receivables		14,371		13,614
Home equity		344,946		341,285
Consumer:
Credit cards		17,879		13,414
Overdrafts		902		803
Automobile loans		59,921		52,579
Other consumer		15,344		19,744
Total Traditional Banking		3,273,580		3,186,392
Warehouse lines of credit*		600,630		585,439
Total Core Banking		3,874,210		3,771,831
Republic Processing Group*:
Commercial & industrial		—		6,695
Consumer:
Easy Advances		—		—
Republic Credit Solutions		42,110		32,252
Total Republic Processing Group		42,110		38,947
Total loans**		3,916,320		3,810,778
Allowance for loan and lease losses		(37,898)		(32,920)
Total loans, net	$	3,878,422	$	3,777,858

* Identifies loans to borrowers located primarily outside of the Bank’s market footprint.

** Total loans are presented inclusive of premiums, discounts and net loan origination fees and costs.

Gross loans increased by $106 million, or 3%, during 2017 to $3.9 billion at June 30, 2017.

Traditional Banking segment

Traditional Banking loans increased $87 million, or 3%, during the first six months of 2017. Within the Traditional Banking segment’s portfolio, C&I loans experienced the largest increase of $55 million, with $8 million of that growth from the Bank’s Dealer Floor Plan Lending product.  CRE loans increased $44 million, with the Bank’s Commercial and Corporate Banking Department primarily driving growth. Partially offsetting these increases, residential real estate loans decreased $42 million during the first six month of 2017, as the Bank further reduced its reliance on residential real estate loans for growth in the overall portfolio during 2017.

91

Warehouse Lending segment

As of June 30, 2017, the Bank had $601 million outstanding on total committed Warehouse credit lines of $1.1 billion.  As of December 31, 2016, the Bank had $585 million outstanding on total committed Warehouse credit lines of $1.0 billion. The approximately $16 million increase in outstanding balances generally reflects new Warehouse clients onboarded during the first six months of 2017 coupled with continued solid usage rates of outstanding Warehouse lines.   

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 segment 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 fourth quarter of 2013 to a high of 64% during the second quarter of 2015.   On an annual basis, weighted average usage rates on the Bank’s Warehouse lines have ranged from a low of 40% during 2013 to a high of 57% during 2016. 

Republic Processing Group segment

RPG loans increased $3 million, or 8%, during the first six months of 2017, with an increase of $10 million of RCS loans partially offset by the repayment of $7 million of TRS loans during the period.  An increase of $5 million of healthcare receivables primarily drove the increase at RCS while the decrease at TRS was attributable to the seasonal nature of the TRS business. TRS has historically made commercial loans to its tax partners leading up to the tax season and had those loans repaid generally within six months of origination. 

Allowance for Loan and Lease Losses (“Allowance”)

The Bank maintains an Allowance for probable incurred credit losses inherent in the Bank’s loan portfolio, which includes overdrawn deposit accounts. Management evaluates the adequacy of the Allowance on a monthly basis and presents and discusses the analysis with the Audit Committee and the Board of Directors on a quarterly basis.

The Allowance consists of both specific and general components. The specific component relates to loans that are individually classified as impaired. The general component relates to pooled loans collectively evaluated on historical loss experience adjusted for qualitative factors.

Specific Component – Loans Individually Classified as Impaired

The Bank defines impaired loans as follows:

· All loans internally rated as “Substandard,” “Doubtful” or “Loss”;

· All loans on nonaccrual status;

· All Troubled Debt Restructurings (“TDRs”);  

· All loans internally rated in a purchased credit impaired (“PCI”) category with cash flows that have deteriorated from management’s initial acquisition day estimate; and

· Any other situation where the full collection of the total amount due for a loan is improbable or otherwise meets the definition of impaired.

Generally, loans are designated as “Classified” or “Special Mention” to ensure more frequent monitoring. These loans are reviewed to ensure proper accrual status and management strategy. If it is determined that there is serious doubt as to performance in accordance with original or modified contractual terms, then the loan is generally downgraded and may be charged down to its estimated value and placed on nonaccrual status.

Under GAAP, the Bank uses the following methods to measure specific loan impairment, including:

· Cash Flow Method — The recorded investment in the loan is measured against the present value of expected future cash flows discounted at the loan’s effective interest rate. The Bank employs this method for a significant portion of its TDRs. Impairment amounts under this method are reflected in the Bank’s Allowance as specific reserves on the respective impaired loan. These specific reserves are adjusted quarterly based upon reevaluation of the expected future cash flows and changes in the recorded investment.

92

· Collateral Method — The recorded investment in the loan is measured against the fair value of the collateral less applicable selling costs. The Bank employs the fair value of collateral method for its impaired loans when repayment is based solely on the sale or operations of the underlying collateral. Collateral fair value is typically based on the most recent real estate valuation on file.  Measured impairment under this method is generally charged off unless the loan is a smaller-balance, homogeneous loan. The Bank’s selling costs for its collateral-dependent loans typically range from 10-13% of the fair value of the underlying collateral, depending on the asset class. Selling costs are not applicable for collateral-dependent loans whose repayment is based solely on the operations of the underlying collateral.

In addition to obtaining appraisals at the time of origination, the Bank typically updates appraisals and/or broker price opinions (“BPOs”) for loans with potential impairment. Updated valuations for commercial-related credits exhibiting an increased risk of loss are typically obtained within one year of the previous valuation. Collateral values for delinquent residential mortgage loans and home equity loans are generally updated prior to a loan becoming 90 days delinquent, but no more than 180 days past due. When measuring impairment, to the extent updated collateral values cannot be obtained due to the lack of recent comparable sales or for other reasons, the Bank discounts such stale valuations primarily based on age of valuation and market conditions of the underlying collateral.

General Component – Pooled Loans Collectively Evaluated

The general component of the Allowance covers loans collectively evaluated for impairment by loan class and is based on historical loss experience, with potential adjustments for current relevant qualitative factors. Historical loss experience is determined by loan performance and class and is based on the actual loss history experienced by the Bank. Large groups of smaller-balance, homogeneous loans are typically included in the general component but may be individually evaluated if classified as a TDR, on nonaccrual, or a case where the full collection of the total amount due for a such loan is improbable or otherwise meets the definition of impaired.

As this analysis, or any similar analysis, is an imprecise measure of loss, the Allowance is subject to ongoing adjustments. Therefore, management will often take into account other significant factors that may be necessary or prudent in order to reflect probable incurred losses in the total loan portfolio.

The Company’s Allowance increased $5 million, or 15%, from December 31, 2016 to $38 million at June 30, 2017, primarily driven by growth in RCS small-dollar credit products and general growth in a commercial Core Bank portfolios. 

As a percent of total loans, the total Company’s Allowance increased to 0.97% at June 30, 2017 compared to 0.86% at December 31, 2016. The increase in ratio of Allowance to total loans was primarily driven by reserves for RCS small-dollar consumer products.  An analysis of the Allowance by business segment follows:

Traditional Banking segment

The Allowance at the Traditional Banking segment increased to $28 million at June 30, 2017 compared to $27 million at December 31, 2016.  The Allowance to total Traditional Bank loans increased to 0.85% at June 30, 2017 from 0.83% at December 31, 2016.

Warehouse Lending segment

The Allowance on loans originated through the Company’s Warehouse segment remained at approximately $1.5 million, or 0.25% of total Warehouse balances outstanding at June 30, 2017 and December 31, 2016.

Republic Processing Group segment

The Allowance on loans originated through the Company’s RPG segment increased to $9 million at June 30, 2017 from $5 million at December 31, 2016, driven primarily by $4 million of estimated reserves for loss on RCS loan products. The Allowance to total RPG loans increased to 20.53% at June 30, 2017 from 12.82% at December 31, 2016 and 19.80% at June 30, 2016. 

RPG maintained an Allowance for three loan products offered through its RCS division at June 30, 2017, including its line-of-credit product, its credit card product and its healthcare-receivables product.  At June 30, 2017, the Allowance to total loans estimated for each RCS product ranged from as low as 0.25% for its healthcare-receivables portfolio to as high as 35.56% for its credit card portfolio.  A lower reserve percentage was provided for RCS’s healthcare receivables at June 30, 2017, as such receivables are generally repurchased by the Bank’s healthcare partner if they become 90-days-or-more delinquent.

93

Asset Quality

Classified and Special Mention Loans

The Bank applies credit quality indicators, or “ratings,” to individual loans based on internal Bank policies. Such internal policies are informed by regulatory standards. Loans rated “Loss,” “Doubtful,” “Substandard” and PCI-Substandard (“PCI-Sub”) are considered “Classified.” Loans rated “Special Mention” or PCI Group 1 (“PCI-1”) are considered Special Mention. The Bank’s Classified and Special Mention loans decreased $3 million during the first six months of 2017, primarily due to the payoffs and paydowns of Special Mention loans during the period.

See Footnote 5 “Loans and Allowance for Loan and Lease Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding Classified and Special mention loans.

Table 9 — Classified and Special Mention Loans

(in thousands)	June 30, 2017		December 31, 2016
Loss	$	—	$	—
Doubtful		—		—
Substandard		21,549		21,412
Purchased Credit Impaired - Substandard		1,836		2,366
Total Classified Loans		23,385		23,778
Special Mention		28,134		30,702
Purchased Credit Impaired - Group 1		7,737		7,908
Total Special Mention Loans		35,871		38,610
Total Classified and Special Mention Loans	$	59,256	$	62,388

Nonperforming Loans

Nonperforming loans include loans on nonaccrual status and loans past due 90-days-or-more and still accruing. Impaired loans that are not placed on nonaccrual status are not included as nonperforming loans. The nonperforming loan category includes TDRs totaling approximately $8 million and $10 million at June 30, 2017 and December 31, 2016.  Generally, all nonperforming loans are considered impaired.

Nonperforming loans to total loans decreased to 0.40% at June 30, 2017 from 0.42% at December 31, 2016, as the total balance of nonperforming loans decreased by $257,000, or 2%, while total loans increased $106 million, or 3% during the first six months of 2017.

94

Table 10 — Nonperforming Loans and Nonperforming Assets Summary

(dollars in thousands)	June 30, 2017			December 31, 2016
Loans on nonaccrual status*	$	15,467		$	15,892
Loans past due 90-days-or-more and still on accrual**		335			167
Total nonperforming loans		15,802			16,059
Other real estate owned		300			1,391
Total nonperforming assets	$	16,102		$	17,450
Credit Quality Ratios - Total Company:
Nonperforming loans to total loans		0.40	%		0.42	%
Nonperforming assets to total loans (including OREO)		0.41			0.46
Nonperforming assets to total assets		0.32			0.36
Credit Quality Ratios - Core Bank:
Nonperforming loans to total loans		0.40	%		0.42	%
Nonperforming assets to total loans (including OREO)		0.41			0.46
Nonperforming assets to total assets		0.32			0.36

*Loans on nonaccrual status include impaired loans. See Footnote 5 “Loans and Allowance for Loan and Lease Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding impaired loans.

**Loans past due 90-days-or-more and still accruing consist of PCI loans or smaller balance consumer loans.

Approximately $12 million, or 77%, of the Bank’s total nonperforming loans at June 30, 2017, compared to $13 million, or 80%, as of December 31, 2016, were concentrated in the residential real estate and HELOC categories, with the underlying collateral predominantly located in the Bank’s primary market area of Kentucky.

Approximately $3 million, or 17%, of the Bank’s total nonperforming loans at June 30, 2017, compared to $3 million, or 17%, at December 31, 2016 were concentrated in the CRE and construction and land development portfolios. While CRE is the primary collateral for such loans, the Bank also obtains in many cases, at the time of origination, personal guarantees from the principal borrowers and/or secured liens on the guarantors’ primary residences.

95

Table 11 — Nonperforming Loan Composition

	June 30, 2017					December 31, 2016
				Percent of					Percent of
				Total					Total
(dollars in thousands)	Balance			Loan Class		Balance			Loan Class
Traditional Banking:
Residential real estate:
Owner occupied		$	9,894	1.03	%		$	10,955	1.10	%
Owner occupied - correspondent			—	—				—	—
Nonowner occupied			790	0.46				852	0.54
Commercial real estate			2,613	0.24				2,725	0.26
Construction & land development			71	0.05				77	0.06
Commercial & industrial			449	0.14				154	0.06
Lease financing receivables			—	—				—	—
Home equity			1,502	0.44				1,069	0.31
Consumer:
Credit cards			—	—				—	—
Overdrafts			—	—				—	—
Automobile loans			99	0.17				—	—
Other consumer			82	0.53				145	0.73
Total Traditional Banking			15,500	0.47				15,977	0.50
Warehouse lines of credit			—	—				—	—
Total Core Banking			15,500	0.40				15,977	0.42
Republic Processing Group:
Commercial & industrial			—	—				—	—
Consumer:
Easy Advances			—	—				—	—
Republic Credit Solutions			302	0.72				82	0.25
Total Republic Processing Group			302	0.72				82	0.21
Total nonperforming loans		$	15,802	0.40			$	16,059	0.42

96

Table 12 — Stratification of Nonperforming Loans

	Number of Nonperforming Loans and Recorded Investment
					Balance
June 30, 2017		Balance			> $100 &			Balance			Total
(dollars in thousands)	No.	<= $100		No.	<= $500		No.	> $500		No.	Balance
Traditional Banking:
Residential real estate:
Owner occupied	101	$	4,783	19	$	3,463	1	$	1,648	121	$	9,894
Owner occupied - correspondent	—		—	—		—	—		—	—		—
Nonowner occupied	4		50	—		—	1		740	5		790
Commercial real estate	2		94	5		1,135	1		1,384	8		2,613
Construction & land development	1		71	—		—	—		—	1		71
Commercial & industrial	—		—	2		449	—		—	2		449
Lease financing receivables	—		—	—		—	—		—	—		—
Home equity	23		546	6		956	—		—	29		1,502
Consumer:
Credit cards	—		—	—		—	—		—	—		—
Overdrafts	—		—	—		—	—		—	—		—
Automobile loans	4		99	—		—	—		—	4		99
Other consumer	27		82	—		—	—		—	27		82
Total Traditional Banking	162		5,725	32		6,003	3		3,772	197		15,500
Warehouse lines of credit	—		—	—		—	—		—	—		—
Total Core Banking	162		5,725	32		6,003	3		3,772	197		15,500
Republic Processing Group:
Commercial & industrial	—		—	—		—	—		—	—		—
Consumer:
Easy Advances	—		—	—		—	—		—	—		—
Republic Credit Solutions	4,417		302	—		—	—		—	4,417		302
Total Republic Processing Group	4,417		302	—		—	—		—	4,417		302
Total	4,579	$	6,027	32	$	6,003	3	$	3,772	4,614	$	15,802

97

	Number of Nonperforming Loans and Recorded Investment
					Balance
December 31, 2016		Balance			> $100 &			Balance			Total
(dollars in thousands)	No.	<= $100		No.	<= $500		No.	> $500		No.	Balance
Traditional Banking:
Residential real estate:
Owner occupied	120	$	5,417	30	$	5,538	—	$	—	150	$	10,955
Owner occupied - correspondent	—		—	—		—	—		—	—		—
Nonowner occupied	5		77	—		—	1		775	6		852
Commercial real estate	2		106	5		1,190	1		1,429	8		2,725
Construction & land development	1		77	—		—	—		—	1		77
Commercial & industrial	—		—	1		154	—		—	1		154
Lease financing receivables	—		—	—		—	—		—	—		—
Home equity	25		589	3		480	—		—	28		1,069
Consumer:
Credit cards	—		—	—		—	—		—	—		—
Overdrafts	—		—	—		—	—		—	—		—
Automobile loans	—		—	—		—	—		—	—		—
Other consumer	39		145	—		—	—		—	39		145
Total Traditional Banking	192		6,411	39		7,362	2		2,204	233		15,977
Warehouse lines of credit	—		—	—		—	—		—	—		—
Total Core Banking	192		6,411	39		7,362	2		2,204	233		15,977
Republic Processing Group:
Commercial & industrial	—		—	—		—	—		—	—		—
Consumer:
Easy Advances	—		—	—		—	—		—	—		—
Republic Credit Solutions	1,163		82	—		—	—		—	1,163		82
Total Republic Processing Group	1,163		82	—		—	—		—	1,163		82
Total	1,355	$	6,493	39	$	7,362	2	$	2,204	1,396	$	16,059

98

As presented in Tables 13 and 14 below, approximately $4 million and $6 million in nonperforming loans at December 31, 2016 and 2015 were removed from the nonperforming loan classification during the first six months of 2017 and 2016.

Based on the Bank’s review at June 30, 2017, management believes that its reserves are adequate to absorb probable losses on all nonperforming loans.

Table 13 — Rollforward of Nonperforming Loans

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Nonperforming loans at beginning of period	$	16,996	$	19,907	$	16,059	$	21,936
Loans added to nonperforming status during the period that remained in nonperforming status at end of  period		2,042		2,944		4,437		4,246
Loans removed from nonperforming status during the period that were in nonperforming status at the beginning of the period (see table below)		(2,956)		(2,386)		(4,234)		(5,557)
Principal paydowns on loans in nonperforming status at both beginning and end of period		(280)		(475)		(460)		(635)
Nonperforming loans at end of period	$	15,802	$	19,990	$	15,802	$	19,990

Table 14 — Detail of Loans at the Beginning of the Period Removed from Nonperforming Status during the Period

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Loans charged-off	$	(48)	$	(53)	$	(48)	$	(69)
Loans transferred to OREO		(142)		(1,018)		(472)		(1,490)
Loans refinanced at other institutions		(498)		(1,315)		(1,587)		(3,998)
Loans returned to accrual status		(2,268)		—		(2,127)		—
Total loans removed from nonperforming status during the period that were in nonperforming status at the beginning of the period	$	(2,956)	$	(2,386)	$	(4,234)	$	(5,557)

99

Delinquent Loans

Delinquent loans to total loans increased to 0.23% at June 30, 2017, from 0.24% at December 31, 2016.  Core Bank delinquent loans to total Core Bank loans remained at 0.18% at June 30, 2017 compared to December 31, 2016. With the exception of PCI loans and small-dollar consumer loans, all Traditional Bank loans past due 90-days-or-more as of June 30, 2017 and December 31, 2016 were on nonaccrual status.

Table 15 — Delinquent Loan Composition*

	June 30, 2017					December 31, 2016
				Percent of					Percent of
				Total					Total
(dollars in thousands)	Balance			Loan Class		Balance			Loan Class
Traditional Banking:
Residential real estate:
Owner occupied		$	3,720	0.39	%		$	4,554	0.46	%
Owner occupied - correspondent			—	—				—	—
Nonowner occupied			84	0.05				46	0.03
Commercial real estate			1,005	0.09				425	0.04
Construction & land development			—	—				—	—
Commercial & industrial			454	0.14				342	0.13
Lease financing receivables			—	—				—	—
Home equity			1,144	0.33				970	0.28
Consumer:
Credit cards			65	0.36				18	0.13
Overdrafts			192	21.29				161	20.05
Automobile loans			51	0.09				—	—
Other consumer			129	0.84				305	1.54
Total Traditional Banking			6,844	0.21				6,821	0.21
Warehouse lines of credit			—	—				—	—
Total Core Banking			6,844	0.18				6,821	0.18
Republic Processing Group:
Commercial & industrial			—	—				—	—
Consumer:
Easy Advances			—	—				—	—
Republic Credit Solutions			2,169	5.15				2,137	6.63
Total Republic Processing Group			2,169	5.15				2,137	5.49
Total delinquent loans		$	9,013	0.23			$	8,958	0.24

*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. 

100

As presented in Tables 16 and 17 below, approximately $4 million and $8 million in delinquent loans at December 31, 2016 and 2015 were removed from delinquent status through the first six months of June 30, 2017 and 2016.   

Table 16 — Rollforward of Delinquent Loans

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Delinquent loans at beginning of period	$	16,163	$	12,537	$	8,958	$	11,731
Loans added to delinquency status during the period and remained in delinquency status at end of  period		3,473		4,752		4,500		6,138
Loans removed from delinquency status during the period that were in delinquency status at the beginning of the period (see table below)		(10,747)		(6,946)		(4,326)		(7,563)
Change in principal balance of loans delinquent at both period ends*		124		264		(119)		301
Delinquent loans at end of period	$	9,013	$	10,607	$	9,013	$	10,607

*Includes relatively-small consumer portfolios, e.g., credit cards.  

Table 17 — Detail of Loans Removed from Delinquency Status during the Period that were in Delinquency Status at the Beginning of the Period

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
Core Bank loans charged-off	$	(56)	$	(53)	$	(34)	$	(87)
Easy Advances* paid-off or charged-off		(8,350)		(3,880)		—		—
Loans transferred to OREO		(142)		(1,018)		(442)		(1,491)
Loans refinanced at other institutions		(678)		(887)		(1,550)		(3,043)
Loans paid current		(1,521)		(1,108)		(2,300)		(2,942)
Total loans removed from delinquency status during the period that were in delinquency status at the beginning of the period	$	(10,747)	$	(6,946)	$	(4,326)	$	(7,563)

* See additional detail regarding the Easy Advance product under Footnote 5 “Loans and Allowance for Loan and Lease Losses” of Part I Item 1 “Financial Statements.”

101

Impaired Loans and Troubled Debt Restructurings

The Bank’s policy is to charge-off all or that portion of its recorded investment in a collateral-dependent impaired credit upon a determination that it is probable the full amount of contractual principal and interest will not be collected. Impaired loans totaled $47 million at June 30, 2017 compared to $53 million at December 31, 2016, a decrease of $6 million during the first six months of 2017.

A TDR is the situation where, due to a borrower’s financial difficulties, the Bank grants a concession to the borrower that the Bank would not otherwise have considered. The majority of the Bank’s TDRs involve a restructuring of loan terms such as a temporary reduction in the payment amount to require only interest and escrow (if required), reducing the loan’s interest rate and/or extending the maturity date of the debt. Nonaccrual loans modified as TDRs remain on nonaccrual status and continue to be reported as nonperforming loans. Accruing loans modified as TDRs are evaluated for nonaccrual status based on a current evaluation of the borrower’s financial condition, and ability and willingness to service the modified debt. As of June 30, 2017, the Bank had $37 million in TDRs, of which $8 million were also on nonaccrual status. As of December 31, 2016, the Bank had $42 million in TDRs, of which $10 million were also on nonaccrual status.

Table 18 — Impaired Loan Composition

(in thousands)	June 30, 2017		December 31, 2016
Troubled debt restructurings	$	36,718	$	41,586
Impaired loans (which are not TDRs)		10,420		11,098
Total impaired loans	$	47,138	$	52,684

See Footnote 5 “Loans and Allowance for Loan and Lease Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding impaired loans and TDRs.

102

Other Real Estate Owned

Table 19 — Stratification of Other Real Estate Owned

	Number of OREO Properties and Carrying Value Range
					Carrying
		Carrying			Value			Carrying			Total
June 30, 2017		Value			> $100 &			Value			Carrying
(dollars in thousands)	No.	< = $100		No.	< = $500		No.	> $500		No.	Value
Residential real estate	—	$	—	2	$	300	—	$	—	2	$	300
Total	—	$	—	2	$	300	—	$	—	2	$	300

	Number of OREO Properties and Carrying Value Range
					Carrying
		Carrying			Value			Carrying			Total
December 31, 2016		Value			> $100 &			Value			Carrying
(dollars in thousands)	No.	< = $100		No.	< = $500		No.	> $500		No.	Value
Residential real estate	3	$	848	1	$	543	—	$	—	4	$	1,391
Total	3	$	848	1	$	543	—	$	—	4	$	1,391

Table 20 — Rollforward of Other Real Estate Owned Activity

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2017		2016		2017		2016
OREO at beginning of period	$	1,362	$	1,280	$	1,391	$	1,220
Transfer from loans to OREO		142		1,282		472		1,938
Proceeds from sale*		(1,453)		(1,139)		(1,954)		(1,983)
Net gain on sale		258		80		470		328
Writedowns		(9)		—		(79)		—
OREO at end of period	$	300	$	1,503	$	300	$	1,503

* Inclusive of non-cash proceeds where the Bank financed the sale of the property.

The fair value of OREO represents the estimated value that management expects to receive when the property is sold, net of related costs to sell. These estimates are based on the most recently available real estate appraisals, with certain adjustments made based on the type of property, age of appraisal, current status of the property and other relevant factors to estimate the current value of the property.

Bank Owned Life Insurance (“BOLI”)

BOLI offers tax advantaged noninterest income to help the Bank offset employee benefits expenses.  The Company carried $63 and $62 million of BOLI on its consolidated balance sheet at June 30, 2017 and December 31, 2016. 

103

Deposits

Table 21 — Deposit Composition

(in thousands)	June 30, 2017		December 31, 2016
Core Bank:
Demand	$	910,579	$	872,709
Money market accounts		540,005		541,622
Brokered money market accounts		136,616		360,597
Savings		178,890		164,410
Individual retirement accounts*		45,475		42,642
Time deposits, $250 and over*		61,662		37,200
Other certificates of deposit*		159,484		140,894
Brokered certificates of deposit*		38,186		28,666
Total Core Bank interest-bearing deposits		2,070,897		2,188,740
Total Core Bank noninterest-bearing deposits		1,005,668		943,459
Total Core Bank deposits		3,076,565		3,132,199
Republic Processing Group ("RPG"):
Money market accounts		1,404		—
Total RPG interest-bearing deposits		1,404		—
Brokered prepaid card deposits		1,035		15
Other noninterest-bearing deposits		54,934		28,478
Total RPG noninterest-bearing deposits		55,969		28,493
Total RPG deposits		57,373		28,493
Total deposits	$	3,133,938	$	3,160,692

* Represents a time deposit.

Total Company deposits decreased $27 million, or 1%, from December 31, 2016 to $3.1 billion at June 30, 2017.

Total Company interest-bearing deposits decreased $116 million, or 5% during the first six months of 2017 largely driven by the net paydown of $213 million in brokered deposits, as the Company strategically reduced its use of this funding source. The reduction in brokered deposits was partially offset by $54 million in interest-bearing deposits raised through the Company’s separately branded digital platform, MemoryBank, as well as an increase of $46 million, or 21%, in non-brokered time deposits during the first six months of 2017.

Total Company noninterest bearing deposits increased $90 million, or 9%, during the first six months of 2017. Noninterest-bearing deposits at the RPG segment increased $27 million from December 31, 2016 to $57 million at June 30, 2017, while Core Banking noninterest-bearing deposits increased $62 million, or 7%.  The increase in the Core Bank’s noninterest-bearing deposits was largely driven by growth in the Bank’s free-business-checking products, which are the Bank’s primary product offering for small business accounts.

Securities Sold Under Agreements to Repurchase and Other Short-term Borrowings

Securities Sold under Agreements to Repurchase (“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 approximately $60 million, or 35%, during the first six months of 2017 driven primarily by normal seasonal cash flow needs of one of the Company’s large corporate clients.  The substantial majority of SSUARs are indexed to immediately repricing indices such as the FFTR.

104

Federal Home Loan Bank Advances

FHLB advances increased $200 million, or 25%, from December 31, 2016 to $1.0 billion at June 30, 2017, with the Bank reducing its term advances by $140 million and increasing its overnight advances by $340 million during the first six months of 2017. During the first six months of 2017, the Bank obtained $25 million in additional fixed-rate term advances with a weighted average rate of 1.88% and a weighted average term of 3.0 years, while $165 million of fixed-rate term advances with a weighted average rate of 1.89% matured during the period. The Bank held $625 million in overnight advances at a rate of 1.17% as of June 30, 2017, compared to $285 million in overnight advances at a rate of 0.64% at December 31, 2016. 

The Bank chose to increase its overnight advances and reduce its term advances in order to take advantage of the lower borrowing costs associated with overnight borrowings.  The Bank was able to implement this strategy due to its projected favorable risk position in the event of rising interest rates. See the section titled “Asset/Liability Management and Market Risk” in this section of the filing for additional discussion regarding the Bank’s interest-rate sensitivity.

Overall use of FHLB advances during a given year is dependent upon many factors including asset growth, deposit growth, current earnings, and expectations of future interest rates, among others. If a meaningful amount of the Bank’s loan originations in the future have repricing terms longer than five years, management will likely elect to borrow additional funds to mitigate its risk of future increases in market interest rates.  Whether the Bank ultimately does so, and how much in advances it extends out, will be dependent upon circumstances at that time. If the Bank does obtain longer-term FHLB advances for interest rate risk mitigation, it will have a negative impact on then current earnings. The amount of the negative impact will be dependent upon the dollar amount, coupon and final maturity of the advances obtained.

Interest Rate Swaps

Interest Rate Swaps Used as Cash Flow Hedges

The Bank entered into two interest rate swap agreements during 2013 as part of its interest rate risk management strategy. The Bank designated the swaps as cash flow hedges intended to reduce the variability in cash flows attributable to either FHLB advances tied to the 3-month LIBOR or the overall changes in cash flows on certain money market deposit accounts tied to 1-month LIBOR.  The counterparty for both swaps met the Bank’s credit standards and the Bank believes that the credit risk inherent in the swap contracts is not significant.

Non-hedge Interest Rate Swaps

The Bank also 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.

See Footnote 12 “Interest Rate Swaps” of Part I Item 1 “Financial Statements” for additional discussion regarding the Bank’s interest rate swaps.

Liquidity

The Bank had a loan to deposit ratio (excluding brokered deposits) of 132% at June 30, 2017 and 138% at December 31, 2016. At June 30, 2017 and December 31, 2016, the Company had cash and cash equivalents on-hand of $333 million and $289 million. In addition, the Bank had available borrowing capacity of $96 million and $378 million from the FHLB at June 30, 2017 and December 31, 2016. In addition to its borrowing capacity with the FHLB, the Bank’s liquidity resources included unencumbered securities of $343 million and $291 million as of June 30, 2017 and December 31, 2016 and unsecured lines of credit totaling $125 million and $150 million available through various other financial institutions as of June 30, 2017 and December 31, 2016. 

The Bank maintains sufficient liquidity to fund routine loan demand and routine deposit withdrawal activity. Liquidity is managed by maintaining sufficient liquid assets in the form of investment securities. Funding and cash flows can also be realized by the sale of securities available for sale, principal paydowns on loans and MBSs and proceeds realized from loans held for sale. The Bank’s liquidity is impacted by its ability to sell certain investment securities, which is limited due to the level of investment securities that are needed to secure public deposits, securities sold under agreements to repurchase, FHLB borrowings, and for other purposes, as required by law. At June 30, 2017 and December 31, 2016, these pledged investment securities had a fair value of $182 million and $232 million. Republic’s banking centers and its websites, www.republicbank.com and www.mymemorybank.com, provide access to

105

retail deposit markets. These retail deposit products, if offered at attractive rates, have historically been a source of additional funding when needed. If the Bank were to lose a significant funding source, such as a few major depositors, or if any of its lines of credit were canceled, or if the Bank cannot obtain brokered deposits, the Bank would be compelled to offer market leading deposit interest rates to meet its funding and liquidity needs.

At June 30, 2017, the Bank had approximately $542 million in deposits from 74 large non-sweep deposit relationships where the individual relationship individually exceeded $2 million. The 20 largest non-sweep deposit relationships represented approximately $371 million, or 12%, of the Company’s total deposit balances at June 30, 2017. 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 brokered deposits to replace withdrawn balances. Based on past experience utilizing brokered deposits, the Bank believes it can quickly obtain brokered deposits if needed. The overall cost of gathering brokered deposits, however, could be substantially higher than the Traditional Bank deposits they replace, potentially decreasing the Bank’s earnings.

Due to the its historical success of growing loans and its overall use of non-core funding sources, the Bank has approached, and in some cases fallen short of, its minimum internal policy limits for liquidity management, as set forth by the Bank’s Board of Directors.  As of June 30, 2017, the Bank was in compliance with all Board-approved liquidity policies.    

Capital

Total stockholders’ equity increased from $604 million at December 31, 2016 to $627 million at June 30, 2017. The increase in stockholders’ equity was primarily attributable to net income earned during 2017 reduced by cash dividends declared.

See Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” for additional detail regarding stock repurchases and stock buyback programs.

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. At June 30, 2017, RB&T could, without prior approval, declare dividends of approximately $68 million.

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 about 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 6.5% Common Equity Tier 1 Risk-Based Capital ratio, an 8.0% Tier 1 Risk-Based Capital ratio, a 10.0% Total 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 composed of Common Equity Tier 1 Risk-Based Capital above their minimum risk-based capital requirements. The capital conservation buffer began phasing in during 2016 and continues to phase in through 2019 on the following schedule: a capital conservation buffer of 0.625% effective January 1, 2016; 1.25% effective January 1, 2017; 1.875% effective January 1, 2018; and a fully phased in capital conservation buffer of 2.5% on January 1, 2019.

106

Republic continues to exceed the regulatory requirements for Total Risk Based Capital, Common Equity Tier I Risk Based, 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 13.02% at June 30, 2017 compared to 13.32% at December 31, 2016. Formal measurements of the capital ratios for Republic and the Bank are performed by the Company at each quarter end.

In 2005, Republic Bancorp Capital Trust (“RBCT”), an unconsolidated trust subsidiary of Republic, was formed and issued $40 million in Trust Preferred Securities (“TPS”). The sole asset of RBCT represents the proceeds of the offering loaned to Republic in exchange for a subordinated note with similar terms to the TPS. The RBCT TPS are treated as part of Republic’s Tier I Capital.

The subordinated note and related interest expense are included in Republic’s consolidated financial statements. The subordinated note paid a fixed interest rate of 6.015% through September 30, 2015 and adjusted to 3-month LIBOR plus 1.42% on a quarterly basis thereafter. The subordinated note matures on December 31, 2035 and is redeemable at the Company’s option on a quarterly basis. The Company chose not to redeem the subordinated note on July 1, 2017, and is currently carrying the note at a cost of LIBOR plus 1.42%.

Table 22 — Capital Ratios

	As of June 30, 2017				As of December 31, 2016
	Actual				Actual
(dollars in thousands)	Amount		Ratio		Amount		Ratio
Total capital to risk-weighted assets
Republic Bancorp, Inc.	$	682,718	16.33	%	$	655,908	16.37	%
Republic Bank & Trust Company		580,169	13.90			553,905	13.86
Common equity tier 1 capital to risk-weighted assets
Republic Bancorp, Inc.	$	605,564	14.48	%	$	584,530	14.59	%
Republic Bank & Trust Company		542,271	12.99			520,985	13.03
Tier 1 (core) capital to risk-weighted assets
Republic Bancorp, Inc.	$	644,820	15.42	%	$	622,988	15.55	%
Republic Bank & Trust Company		542,271	12.99			520,985	13.03
Tier 1 leverage capital to average assets
Republic Bancorp, Inc.	$	644,820	13.87	%	$	622,988	13.54	%
Republic Bank & Trust Company		542,271	11.68			520,985	11.34

107

Asset/Liability Management and Market Risk

Asset/liability management is designed to ensure safety and soundness, maintain liquidity, meet regulatory capital standards and achieve acceptable net interest income based on the Bank’s risk tolerance. Interest rate risk is the exposure to adverse changes in net interest income as a result of market fluctuations in interest rates. The Bank, on an ongoing basis, monitors interest rate and liquidity risk in order to implement appropriate funding and balance sheet strategies.  Management considers interest rate risk to be a significant risk to the Bank’s overall earnings and balance sheet.

The interest sensitivity profile of the Bank at any point in time will be impacted by a number of factors.  These factors include the mix of interest sensitive assets and liabilities, as well as their relative pricing schedules. It is also influenced by changes in market interest rates, deposit and loan balances and other factors.

The Bank utilizes earnings simulation models as tools to measure interest rate sensitivity, including both a static and dynamic earnings simulation model.  A static simulation model is based on current exposures and assumes a constant balance sheet. In contrast, a dynamic simulation model relies on detailed assumptions regarding changes in existing business lines, new business, and changes in management and customer behavior. While the Bank runs the static simulation model as one measure of interest rate risk, historically, the Bank has utilized a dynamic earnings simulation model as its primary interest rate risk tool to measure the potential changes in market interest rates and their subsequent effects on net interest income for a one year time period.  This dynamic model projects a “Base” case net interest income over the next 12 months and the effect to 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 June 30, 2017, a dynamic simulation model was run for interest rate changes from “Down 100” basis points to “Up 400” basis points.  The Federal Open Market Committee raised the FFTR for the third time in a six-month period during June 2017, with further guidance suggesting that increases to the FFTR were more likely than not during 2017.

The following table illustrates the Bank’s projected percent change from its Base net interest income over the period beginning July 1, 2017 and ending June 30, 2018 based on instantaneous movements in interest rates from Down 100 to Up 400 basis points equally across all points on the yield curve. The Bank’s dynamic earnings simulation model excludes all loan fees.

Table 23 — Bank Interest Rate Sensitivity as of June 30, 2017

	Change in Rates
	-100			+100			+200			+300			+400
	Basis Points			Basis Points			Basis Points			Basis Points			Basis Points
% Change from base net interest income		(0.30)	%		5.40	%		7.60	%		9.40	%		10.10	%
Board policy limit on % change from base		(4.00)			(4.00)			(8.00)			(12.00)			(16.00)

As reflected in the table above, based on its dynamic simulation model, the Bank was in compliance with its Board-approved policies concerning sensitivity to interest rate risk as of June 30, 2017.

108

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 Operation.”

Item 4.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 effective as of the end of the period covered by this report. In addition, 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.

PART II — OTHER INFORMATION

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, 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 2.Unregistered Sales of Equity Securities and Use of Proceeds.

Details of Republic’s Class A Common Stock purchases during the second quarter of 2017 are included in the following table:

				Total Number of	Maximum Number
				Shares Purchased	of Shares that May
				as Part of Publicly	Yet Be Purchased
	Total Number of	Average Price		Announced Plans	Under the Plan
Period	Shares Purchased	Paid Per Share		or Programs	or Programs
April 1 - April 30	—	$	—	—
May 1 - May 31	—		—	—
June 1 - June 30	—		—	—
Total	—	$	—	—	236,361

The Company did not repurchase any shares during the second quarter of 2017. Also, there were no shares exchanged for stock option exercises during the second quarter of 2017. During 2011, the Company’s Board of Directors amended its existing share repurchase program by approving the repurchase of 300,000 additional shares from time to time, as market conditions are deemed attractive to the Company. 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 June 30, 2017, the Company had 236,361 shares that could be repurchased under its current share repurchase programs.

During the second quarter of 2017, there were no 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 provision 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.

109

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
101	Interactive data files: (i) Consolidated Balance Sheets at June 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2017 and 2016, (iii) Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2017, (iv) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 and (v) Notes to Consolidated Financial Statements

* 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.

110

SIGNATURES

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.

	REPUBLIC BANCORP, INC.
	(Registrant)
	Principal Executive Officer:
August 9, 2017	/s/ Steven E. Trager
	By:	Steven E. Trager
		Chairman and Chief Executive Officer
	Principal Financial Officer:
August 9, 2017	/s/ Kevin Sipes
	By:	Kevin Sipes
		Executive Vice President, Chief Financial
		Officer and Chief Accounting Officer

111