XNAS:RBCAA Republic Bancorp, Inc. Class A Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2012

or

   o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-24649

LOGO
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)
(502) 584-3600
 (Registrant’s telephone number, including area code)

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.
 þ  Yes   o 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).
þ  Yes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   o
Accelerated filer  þ
Non-accelerated filer  o
Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
     o Yes   þ  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s Class A Common Stock and Class B Common Stock, as of July 31, 2012, was 18,656,621 and 2,298,803, respectively.
 
 
1

 
 
TABLE OF CONTENTS
 
 
 
2

 
 


CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited)

   
June 30,
   
December 31,
 
   
2012
   
2011
 
ASSETS
           
             
Cash and cash equivalents
  $ 124,357     $ 362,971  
Securities available for sale
    582,321       645,948  
Securities to be held to maturity (fair value of $26,287 in 2012 and $28,342 in 2011)
    25,769       28,074  
Mortgage loans held for sale
    4,093       4,392  
Loans, net of allowance for loan losses of $22,510 and $24,063 (2012 and 2011)
    2,417,884       2,261,232  
Federal Home Loan Bank stock, at cost
    28,391       25,980  
Premises and equipment, net
    32,962       34,681  
Goodwill
    10,168       10,168  
Other assets and accrued interest receivable
    52,855       46,545  
                 
TOTAL ASSETS
  $ 3,278,800     $ 3,419,991  
                 
LIABILITIES
               
                 
Deposits
               
    Non interest-bearing
  $ 513,136     $ 408,483  
    Interest-bearing
    1,392,155       1,325,495  
Total deposits
    1,905,291       1,733,978  
                 
Securities sold under agreements to repurchase and other short-term borrowings
    194,412       230,231  
Federal Home Loan Bank advances
    538,555       934,630  
Subordinated note
    41,240       41,240  
Other liabilities and accrued interest payable
    59,589       27,545  
                 
Total liabilities
    2,739,087       2,967,624  
                 
STOCKHOLDERS' EQUITY
               
                 
Preferred stock, no par value
    -       -  
Class A Common Stock and Class B Common Stock, no par value
    4,948       4,947  
Additional paid in capital
    132,491       131,482  
Retained earnings
    397,058       311,799  
Accumulated other comprehensive income
    5,216       4,139  
                 
Total stockholders' equity
    539,713       452,367  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 3,278,800     $ 3,419,991  

 
See accompanying footnotes to consolidated financial statements.
 
 
3

 
 
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share data)1

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
INTEREST INCOME:
                       
                         
Loans, including fees
  $ 30,534     $ 29,843     $ 105,826     $ 118,004  
Taxable investment securities
    2,904       4,093       6,171       7,685  
Federal Home Loan Bank stock and other
    376       523       1,404       1,393  
Total interest income
    33,814       34,459       113,401       127,082  
                                 
INTEREST EXPENSE:
                               
                                 
Deposits
    1,213       2,272       2,752       5,210  
Securities sold under agreements to repurchase and other short-term borrowings
    118       173       230       424  
Federal Home Loan Bank advances
    3,540       4,556       7,626       9,390  
Subordinated note
    631       629       1,261       1,258  
Total interest expense
    5,502       7,630       11,869       16,282  
                                 
NET INTEREST INCOME
    28,312       26,829       101,532       110,800  
                                 
Provision for loan losses
    466       (439 )     11,636       17,643  
                                 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    27,846       27,268       89,896       93,157  
                                 
NON INTEREST INCOME:
                               
                                 
Service charges on deposit accounts
    3,286       3,736       6,589       7,160  
Electronic refund check fees
    6,147       6,584       77,896       87,646  
Mortgage banking income
    1,963       924       3,317       1,740  
Debit card interchange fee income
    1,441       1,493       2,997       2,977  
Bargain purchase gain
    (96 )     -       27,803       -  
Gain on sale of securities available for sale
    -       1,907       56       1,907  
Total impairment losses on investment securities
    -       -       -       (279 )
Gain recognized in other comprehensive income
    -       -       -       -  
   Net impairment loss recognized in earnings
    -       -       -       (279 )
Other
    1,345       724       2,237       1,529  
Total non interest income
    14,086       15,368       120,895       102,680  
                                 
NON INTEREST EXPENSES:
                               
                                 
Salaries and employee benefits
    14,313       13,250       31,284       30,489  
Occupancy and equipment, net
    5,144       5,001       11,218       11,298  
Communication and transportation
    961       878       3,622       3,387  
Marketing and development
    904       868       1,842       1,772  
FDIC insurance expense
    291       1,165       721       2,800  
Bank franchise tax expense
    703       714       2,634       2,279  
Data processing
    1,195       817       2,416       1,565  
Debit card interchange expense
    660       601       1,261       1,124  
Supplies
    529       314       1,478       1,208  
Other real estate owned expense
    555       378       1,160       859  
Charitable contributions
    200       234       2,878       5,532  
Legal expense
    527       979       895       2,339  
FDIC civil money penalty
    -       2,000       -       2,000  
FHLB advance prepayment expense
    -       -       2,436       -  
Other
    1,469       1,327       4,759       4,692  
Total non interest expenses
    27,451       28,526       68,604       71,344  
                                 
INCOME BEFORE INCOME TAX EXPENSE
    14,481       14,110       142,187       124,493  
INCOME TAX EXPENSE
    4,903       5,447       50,137       44,418  
NET INCOME
  $ 9,578     $ 8,663     $ 92,050     $ 80,075  
                                 
BASIC EARNINGS PER SHARE:
                               
Class A Common Stock
  $ 0.46     $ 0.42     $ 4.40     $ 3.83  
Class B Common Stock
    0.44       0.40       4.37       3.80  
                                 
DILUTED EARNINGS PER SHARE:
                               
Class A Common Stock
  $ 0.46     $ 0.41     $ 4.38     $ 3.82  
Class B Common Stock
    0.44       0.40       4.35       3.79  
See accompanying footnotes to consolidated financial statements.
 
 
4

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands, except per share data)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net income
  $ 9,578     $ 8,663     $ 92,050     $ 80,075  
                                 
OTHER COMPREHENSIVE INCOME
                               
                                 
Unrealized gain (loss) on securities available for sale
    (63 )     1,158       1,675       1,888  
Change in unrealized losses on securities available for sale for
                               
    which a portion of an other-than-temporary impairment has
                               
    been recognized in earnings
    58       37       37       (218 )
Realized amount on securities sold
    -       (1,908 )     (55 )     (1,908 )
Reclassification adjustment for gains/losses realized in income
    -       -       -       (278 )
Net unrealized gains (losses)
    (5 )     (713 )     1,657       (516 )
Tax effect
    2       249       (580 )     181  
Net of tax amount
    (3 )     (464 )     1,077       (335 )
                                 
COMPREHENSIVE INCOME
  $ 9,575     $ 8,199     $ 93,127     $ 79,740  


See accompanying footnotes to consolidated financial statements.
 
 
5

 
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2012
                                           
   
Common Stock
               
Accumulated
       
   
Class A
   
Class B
         
Additional
         
Other
   
Total
 
   
Shares
   
Shares
         
Paid In
   
Retained
   
Comprehensive
   
Stockholders'
 
(in thousands, except per share data)
 
Outstanding
   
Outstanding
   
Amount
   
Capital
   
Earnings
   
Income
   
Equity
 
                                           
Balance, January 1, 2012
    18,652       2,300     $ 4,947     $ 131,482     $ 311,799     $ 4,139     $ 452,367  
                                                         
Net income
    -       -       -       -       92,050       -       92,050  
                                                         
Net change in accumulated other comprehensive
                                                       
   income
    -       -       -       -       -       1,077       1,077  
                                                         
Dividend declared Common Stock:
                                                       
         Class A ($0.319 per share)
    -       -       -       -       (5,952 )     -       (5,952 )
         Class B ($0.290 per share)
    -       -       -       -       (666 )     -       (666 )
                                                         
Stock options exercised, net of shares redeemed
    8       -       2       213       (68 )     -       147  
                                                         
Repurchase of Class A Common Stock
    (6 )     -       (1 )     (41 )     (105 )     -       (147 )
                                                         
Conversion of Class B Common Stock to Class A
                                                       
   Common Stock
    1       (1 )     -       -       -       -       -  
                                                         
Notes receivable on Common Stock, net of
                                                       
   cash payments
    -       -       -       210       -       -       210  
                                                         
Deferred director compensation expense -
                                                       
   Company Stock
    3       -       -       90       -       -       90  
                                                         
Stock based compensation expense
    -       -       -       537       -       -       537  
                                                         
Balance, June 30, 2012
    18,658       2,299     $ 4,948     $ 132,491     $ 397,058     $ 5,216     $ 539,713  


See accompanying footnotes to consolidated financial statements.
 
 
6

 


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (in thousands)

   
2012
   
2011
 
OPERATING ACTIVITIES:
           
Net income
  $ 92,050     $ 80,075  
Adjustments to reconcile net income to net cash provided
               
    by operating activities:
               
      Depreciation, amortization and accretion, net
    5,197       3,748  
      Provision for loan losses
    11,636       17,643  
      Net gain on sale of mortgage loans held for sale
    (3,722 )     (1,465 )
      Origination of mortgage loans held for sale
    (97,132 )     (52,558 )
      Proceeds from sale of mortgage loans held for sale
    101,153       62,084  
      Proceeds from loans repurchased by the FDIC
    17,003       -  
      Net realized impairment of mortgage servicing rights
    31       -  
      Net realized gain on sales, calls and impairment of securities
    (56 )     (1,628 )
      Net gain on sale of other real estate owned
    (419 )     (244 )
      Writedowns of other real estate owned
    341       227  
      Deferred director compensation expense - Company Stock
    90       86  
      Stock based compensation expense
    537       180  
      Bargain purchase gain on acquisition
    (27,803 )     -  
      Net change in other assets and liabilities:
               
Accrued interest receivable
    224       (163 )
Accrued interest payable
    (319 )     (437 )
Other assets
    18,327       1,479  
Other liabilities
    11,231       30,127  
             Net cash provided by operating activities
    128,369       139,154  
                 
INVESTING ACTIVITIES:
               
Net cash proceeds received in FDIC-assisted transaction
    846,390       -  
Purchases of securities available for sale
    (58,552 )     (348,236 )
Purchases of Federal Home Loan Bank stock
    -       (1 )
Proceeds from calls, maturities and paydowns of securities available for sale
    131,216       122,668  
Proceeds from calls, maturities and paydowns of securities to be held to maturity
    2,295       2,927  
Proceeds from sales of securities available for sale
    35,225       133,813  
Proceeds from sale of Federal Home Loan Bank stock
    48       60  
Proceeds from sales of other real estate owned
    14,597       6,552  
Purchase of commercial real estate loans
    -       (32,650 )
Net change in loans
    (122,704 )     (49,871 )
Net purchases of premises and equipment
    (1,078 )     (1,780 )
             Net cash provided by/(used in) investing activities
    847,437       (166,518 )
                 
FINANCING ACTIVITIES:
               
Net change in deposits
    (776,136 )     (477,579 )
Net change in securities sold under agreements to repurchase and other short-term borrowings
    (35,819 )     (100,088 )
Payments on Federal Home Loan Bank advances
    (566,075 )     (45,078 )
Proceeds from Federal Home Loan Bank advances
    170,000       -  
Repurchase of Common Stock
    (147 )     (148 )
Net proceeds from Common Stock options exercised
    147       76  
Cash dividends paid
    (6,390 )     (5,928 )
             Net cash used in financing activities
    (1,214,420 )     (628,745 )
                 
NET CHANGE IN CASH AND CASH EQUIVALENTS
    (238,614 )     (656,109 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    362,971       786,371  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 124,357     $ 130,262  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash paid during the period for:
               
    Interest
  $ 12,188     $ 16,719  
    Income taxes
    24,512       22,116  
                 
SUPPLEMENTAL NONCASH DISCLOSURES
               
Transfers from loans to real estate acquired in settlement of loans
  $ 12,078     $ 6,574  
Loans provided for sales of other real estate owned
    564       1,454  
 
See accompanying footnotes to consolidated financial statements.
 
 
7

 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – JUNE 30, 2012 AND 2011 (UNAUDITED) AND DECEMBER 31, 2011 


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”) and Republic Bank (“RB”) (collectively referred together with RB&T as the “Bank”), Republic Funding Company and Republic Invest Co. Republic Invest Co. includes its subsidiary, Republic Capital LLC. The consolidated financial statements also include the wholly-owned subsidiaries of RB&T: Republic Financial Services, LLC, TRS RAL Funding, LLC and Republic Insurance Agency, LLC. Republic Bancorp Capital Trust (“RBCT”) is a Delaware statutory business trust that is a wholly-owned unconsolidated finance subsidiary of Republic Bancorp, Inc. All companies are collectively referred to as “Republic” or the “Company.” All significant intercompany balances and transactions are eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles 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. generally accepted accounting principles (“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, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. 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, 2011.

As of June 30, 2012, the Company was divided into three distinct business operating segments: Traditional Banking, Mortgage Banking and Republic Processing Group (“RPG”). During the second quarter of 2012, the Company realigned the previously reported Tax Refund Solutions (“TRS”) segment as a division of the newly formed RPG segment. Along with the TRS division, Republic Payment Solutions (“RPS”) was newly created to operate as a second division of the RPG segment.

Traditional Banking and Mortgage Banking (collectively “Core Banking”)

Republic operates 43 banking centers, primarily in the retail banking industry, and conducts its operations predominately in metropolitan Louisville, Kentucky; central Kentucky; northern Kentucky; southern Indiana; metropolitan Tampa, Florida; metropolitan Cincinnati, Ohio; metropolitan Nashville, Tennessee and through an Internet banking delivery channel.

Effective January 27, 2012, RB&T assumed substantially all of the deposits and certain other liabilities and acquired certain assets of Tennessee Commerce Bank (“TCB”), headquartered in Franklin (Nashville Metropolitan Statistical Area (“MSA”)), Tennessee from the FDIC, as receiver for TCB. This acquisition represents a single banking center located in the Nashville MSA and represents RB&T’s initial entrance into the Tennessee market. See additional discussion under Footnote 2 “Bank Acquisition” of Part I Item 1 “Financial Statements.

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 real estate mortgage, commercial and consumer loans. 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.

Other sources of Core Banking income include service charges on deposit accounts, debit card interchange fee income, title insurance commissions, fees charged to customers for trust services 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. Additionally, in June 2011, the Bank commenced business in its newly established warehouse lending division. Through this division, the Bank provides short-term, revolving credit facilities to mortgage bankers across the nation. These credit facilities are secured by single family residential real estate loans.

Core Banking operating expenses consist primarily of salaries and employee benefits, occupancy and equipment expenses, communication and transportation costs, marketing and development expenses, Federal Deposit Insurance Corporation (“FDIC”) insurance expense, and various 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.
 
 
8

 

Republic Processing Group (“RPG”)

Nationally, through RB&T, RPG facilitates the receipt and payment of federal and state tax refund products under the TRS division. Nationally, through RB, the RPS division is preparing to become an issuing bank to offer general purpose reloadable prepaid debit, payroll, gift and incentive cards through third party program managers.

TRS division:

Republic, through its TRS division, is one of a limited number of financial institutions that facilitates the payment of federal and state tax refund products through third-party tax preparers located throughout the U.S., as well as tax-preparation software providers. The TRS division’s three primary tax-related products have historically included: Electronic Refund Checks (“ERCs” or “ARs”), Electronic Refund Deposits (“ERDs” or “ARDs”) and Refund Anticipation Loans (“RALs”). Substantially all of the business generated by the TRS division occurs in the first quarter of the year. The TRS division traditionally operates at a loss during the second half of the year, during which the division incurs costs preparing for the upcoming year’s first quarter tax season.

As previously disclosed, effective December 8, 2011, RB&T entered into an agreement with the FDIC resolving its differences regarding the TRS division. RB&T’s resolution with the FDIC was in the form of a Stipulation Agreement and a Consent Order (collectively, the “Agreement”). As part of the Agreement, RB&T and the FDIC settled all matters set out in the FDIC’s Amended Notice of Charges dated May 3, 2011 and the lawsuit filed against the FDIC by RB&T. As required by this settlement, RB&T discontinued its offering of the RAL product by April 30, 2012.

ERCs/ERDs are products whereby a tax refund is issued to the taxpayer after RB&T has received the refund from the federal or state government. There is no credit risk or borrowing cost for RB&T associated with these products because they are only delivered to the taxpayer upon receipt of the refund directly from the Internal Revenue Service (“IRS”). Fees earned on ERCs/ERDs are reported as non interest income under the line item “Electronic Refund Check fees.”

RALs were short-term consumer loans offered to taxpayers that were secured by the customer’s anticipated tax refund, which represented the source of repayment. The fees earned on RALs are reported as interest income under the line item “Loans, including fees.”

RB&T’s discontinuance of RALs beyond 2012 is expected to have a material adverse impact on net income in 2013 and beyond, as the RAL product accounted for approximately 34% of the TRS division’s net income for the six months ended June 30, 2012 and 2011, respectively. In addition, RB&T’s loss of the RAL product is expected to negatively impact the revenue it receives on its ERC/ERD products due to competitive pricing pressures. It is expected that the TRS division will continue to be a material contributor to the Company’s overall net income in 2013 and beyond. The Company cannot, however, currently predict a precise contribution from the TRS division going forward, as many of its pricing and potential revenue sharing arrangements for the upcoming first quarter 2013 tax season and beyond remain subject to discussions. Actual TRS division net income for 2012 and beyond will be impacted by a number of factors, including those factors disclosed from time to time in the Company’s filings with the SEC and set forth under Part I Item 1A “Risk Factors” of the Company’s 2011 Form 10-K.

For additional discussion regarding the Agreement, see the Company’s Form 8-K filed with the SEC on December 9, 2011, including Exhibits 10.1 and 10.2.

For additional discussion regarding TRS, a division of RPG, see the following sections:
     Part I Item 1 “Financial Statements:”
o         Footnote 4 “Loans and Allowance for Loan Losses”
o         Footnote 6 “Federal Home Loan Bank Advances”
o         Footnote 11 “Segment Information”
 
 
9

 

RPS division:

Nationally, through RB, the RPS division is preparing to become an issuing bank to offer general purpose reloadable prepaid debit, payroll, gift and incentive cards through third party program managers. If successful, this program is expected to:

 
o
Generate a low-cost deposit source;
 
o
Generate float revenue from the previously mentioned low cost deposit source;
 
o
Serve as a source of fee income; and
 
o
Generate debit card interchange revenue.

For the projected near-term, as the prepaid card program is being established, 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 business segment. The RPS division will not be reported as a separate business segment until such time, if any, that it becomes material.

The Company divides prepaid cards into two general categories: reloadable and non-reloadable cards.

Reloadable Cards: These types of cards are generally payroll or considered general purpose reloadable (“GPR”) cards. Payroll cards are issued to an employee by an employer to receive the direct deposit of their payroll. GPR cards can also be issued to a consumer at a retail location or mailed to a consumer after completing an on-line application. GPR cards can be reloaded multiple times with a consumer’s payroll, government benefit, a federal or state tax refund or through cash reload networks located at retail locations. Reloadable cards are generally open loop cards as described below.

Non-Reloadable Cards: These are generally one-time use cards that are only active until the funds initially loaded to the card are spent. These types of cards are gift or incentive cards. These cards may be open loop or closed loop. Normally these types of cards are used for purchase of goods or services at retail locations and cannot be used to receive cash.

These prepaid cards may be open loop, closed loop or semi-closed loop. Open loop cards can be used to receive cash at ATM locations or purchase goods or services by PIN or signature at retail locations. These cards can be used virtually anywhere that Visa® or MasterCard® is accepted. Closed loop cards can only be used at a specific merchant. Semi-closed loop cards can be used at several merchants such as a shopping mall.

The prepaid card market is one of the fastest growing segments of the payments industry in the U.S. This market has experienced significant growth in recent years due to consumers and merchants embracing improved technology, greater convenience, more product choices and greater flexibility. Prepaid cards have also proven to be an attractive alternative to traditional bank accounts for certain segments of the population, particularly those without, or who could not qualify for, a checking or savings account.

The RPS division will work with various third parties to distribute prepaid cards to consumers throughout the U.S. The Company will also likely work with these third parties to develop additional financial services for consumers to increase the functionality of the program and prepaid card usage.
 
 
10

 
 
Summary of New Significant Accounting Policies:

Purchased Credit Impaired Loans – Purchased credit impaired loans acquired in a business combination are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. In determining the estimated fair value of these loans, management considers a number of factors including, the remaining life of the acquired loans, estimated prepayments, estimated future credit losses, estimated value of the underlying collateral, estimated holding periods and the net present value of the cash flows expected to be received. To the extent that any smaller dollar purchased credit impaired loan is not specifically reviewed, when evaluating the net present value of the future estimated cash flows, management applies a loss estimate to that loan based on the average expected loss rates for the loans that were individually reviewed in that loan portfolio, adjusted for other factors, as applicable.

For the TCB transaction, the Company elected to account for purchased credit impaired loans individually, as opposed to aggregating the loans into pools based on common risk characteristics such as loan type.

The non-accretable difference on purchased credit impaired loans represents the difference between the contractually required payments and the cash flows expected to be collected in accordance with management’s determination of the day one fair values. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows will result in a reversal of the provision for loan losses to the extent of prior charges with any additional increases resulting in an adjustment to the accretable yield, which would have a positive impact in interest income.

The accretable difference on purchased credit impaired loans represents the difference between the expected cash flows and the net present value of expected cash flows. Such difference is accreted into earnings using the level-yield method over the expected cash flow periods of the loans. In determining the net present value of the expected cash flows, the Bank used discount rates depending on loan risk characteristics.

As provided for under GAAP, management has up to twelve months following the date of the acquisition to finalize the fair values of acquired assets and assumed liabilities. Material events that occur during the measurement period will be analyzed to determine if the new information reflected facts and circumstances that existed as of the acquisition date that if known, would have affected the measurement of fair value of the amounts recognized as of the acquisition date. The measurement period ends as soon as the Bank receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns more information is not obtainable. The measurement period is limited to one year from the acquisition date. Once management has finalized the fair values of acquired assets and assumed liabilities within this twelve month period, management considers such values to be the “day one fair values.”

Management separately monitors the purchased credit impaired loan portfolio and on a quarterly basis reviews loans contained within this portfolio against the factors and assumptions used in determining the day one fair values. In addition to its quarterly evaluation, a loan is typically reviewed (i) when it is modified or extended, (ii) when material information becomes available to the Bank that provides additional insight regarding the loan’s performance, the status of the borrower, or the quality or value of the underlying collateral, or (iii) in conjunction with the quarterly review of projected cash flows which include a substantial portion of the acquired loans.

Reclassifications and recasts – Certain amounts presented in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior years’ net income. Additionally, as discussed above and in Footnote 2 “Bank Acquisition,” during the second quarter of 2012 the Bank posted adjustments to the acquired assets for its FDIC-assisted acquisition in the determination of day one fair values.
 
 
11

 

2.         BANK ACQUISITION

On January 27, 2012 (the “Acquisition Date”), RB&T assumed substantially all of the deposits and specific other liabilities and acquired specific assets of Tennessee Commerce Bank (“TCB”), headquartered in Franklin (Nashville MSA), Tennessee from the FDIC, as receiver for TCB, pursuant to the terms of a Purchase and Assumption Agreement — Whole Bank; All Deposits (the “P&A Agreement”), entered into among RB&T, the FDIC as receiver of TCB and the FDIC. On January 30, 2012, TCB’s sole location re-opened as a division of RB&T. No capital was raised to complete this transaction, as the Company has grown capital through the retention of earnings.

RB&T has determined that the acquisition constitutes a business acquisition as defined by the FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their estimated fair values as required. Fair values were determined based on the requirements of ASC Topic 820, Fair Value Measurements and Disclosures. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change.

RB&T acquired approximately $221 million in notional assets from the FDIC as receiver for TCB. In addition, RB&T also recorded a receivable from the FDIC for approximately $785 million, which represented the net difference between the assets acquired and the liabilities assumed adjusted for the discount RB&T received for the transaction. The FDIC paid approximately $771 million of this receivable on January 30, 2012 with the remaining $14 million paid on February 15, 2012.
 
 
12

 

Detail of the assets acquired and liabilities assumed as of the Acquisition Date follows:

   
January 27, 2012
 
                         
   
As Previously Reported
   
As Recasted
 
   
Contractual
   
Fair Value
   
Recast
   
Fair
 
(in thousands)
 
Amount
   
Adjustments
   
Adjustments
   
Value
 
ASSETS
                       
                         
Cash and cash equivalents
  $ 61,943     $ (89 )   $ (102 )   $ 61,752  
Securities available for sale
    42,646       -       -       42,646  
Loans to be repurchased by the FDIC, net of discount
    19,800       (2,797 )     -       17,003  
Loans
    79,112       (22,666 )     1,006       57,452  
Federal Home Loan Bank stock, at cost
    2,491       -       -       2,491  
Other assets and accrued interest receivable
    945       (60 )     -       885  
Other real estate owned
    14,189       (3,359 )     (1,000 )     9,830  
Core deposit intangible
    -       64       -       64  
Discount
    (56,970 )     56,970       -       -  
FDIC settlement receivable
    784,545       -       -       784,545  
TOTAL ASSETS ACQUIRED
  $ 948,701     $ 28,063     $ (96 )   $ 976,668  
                                 
LIABILITIES
                               
                                 
Deposits
                               
    Non interest-bearing
  $ 19,754     $ -     $ -     $ 19,754  
    Interest-bearing
    927,641       54       -       927,695  
Total deposits
    947,395       54       -       947,449  
                                 
Accrued income taxes payable
    -       9,988       (35 )     9,953  
Other liabilities and accrued interest payable
    1,306       110       -       1,416  
                                 
TOTAL LIABILITIES ASSUMED
  $ 948,701     $ 10,152     $ (35 )   $ 958,818  
                                 
EQUITY
                               
                                 
Bargain purchase gain, net of taxes
    -       17,911       (61 )     17,850  
Other operating loss, net of taxes
    -       -       -       -  
Accumulated other comprehensive loss
    -       -       -       -  
                                 
TOTAL LIABILITIES ASSUMED AND EQUITY
  $ 948,701     $ 28,063     $ (96 )   $ 976,668  

Information obtained subsequent to January 27, 2012 through July 26, 2012 was considered in forming estimates of cash flows and collateral values as of the Acquisition Date.
 
 
13

 

A summary of the net assets acquired from the FDIC and the estimated fair value adjustments as of the Acquisition Date follows:
 
   
January 27, 2012
 
   
As Previously
   
Recast
   
As
 
(in thousands)
 
Reported
   
Adjustments
   
Recasted
 
                   
Assets acquired, at contractual amount
  $ 221,126     $ -     $ 221,126  
Liabilities assumed, at contractual amount
    (948,701 )     -       (948,701 )
Net liabilities assumed per the P&A Agreement
    (727,575 )     -       (727,575 )
                         
Contractual Discount
    (56,970 )     -       (56,970 )
Net receivable from the FDIC
  $ (784,545 )   $ -     $ (784,545 )
                         
Fair value adjustments:
                       
    Loans
  $ (22,666 )   $ 1,006     $ (21,660 )
    Discount for loans to be repurchased by the FDIC
    (2,797 )     -       (2,797 )
    Other real estate owned
    (3,359 )     (1,000 )     (4,359 )
    Other assets and accrued interest receivable
    (60 )     -       (60 )
    Core deposit intangible
    64       -       64  
    Deposits
    (54 )     -       (54 )
    All other
    (199 )     (102 )     (301 )
Total fair value adjustments
    (29,071 )     (96 )     (29,167 )
                         
Discount
    56,970       -       56,970  
Bargain purchase gain, pre-tax
  $ 27,899     $ (96 )   $ 27,803  
 
The assets acquired and liabilities assumed in the transaction are presented at estimated fair value on the Acquisition Date. These fair value estimates are considered preliminary, and are subject to change for up to one year after the closing date of the acquisition, as additional information relative to Acquisition Date fair values becomes available. More specifically, fair value adjustments for loans and other real estate owned may be made as market value data, such as appraisals, is received by the Bank. Due to the compressed due diligence period of a FDIC acquisition, the measurement period analysis of information that may be reflective of conditions existing as of the acquisition date generally extends longer within the one year measurement period compared to non-assisted transactions. The difference is attributable to the fact that FDIC assisted transactions are marketed for two to four weeks with on-site due diligence limited to two to three days while traditional non-assisted transactions generally have a three to six month due diligence and regulatory approval period prior to the acquisition. In addition, the tax treatment of FDIC assisted acquisitions is complex and subject to interpretations that may result in future adjustments of deferred taxes as of the Acquisition Date.

During the first quarter of 2012, the Company recorded an initial bargain purchase gain of $27.9 million as a result of the TCB acquisition. The bargain purchase gain was realized because the overall price paid by RB&T was substantially less than the fair value of the TCB assets acquired and liabilities assumed in the transaction. During the second quarter of 2012 the Bank posted adjustments to the acquired assets for its FDIC-assisted acquisition in the determination of day one fair values and recorded a slight decrease to the bargain purchase gain of $96,000, as additional information relative to the Acquisition Date fair values became available.

On the Acquisition Date, as part of the P&A Agreement, RB&T did not immediately acquire the TCB banking facility, including outstanding lease agreements and furniture, fixtures and equipment. Subsequent to the Acquisition Date, RB&T renegotiated a new lease with the landlord related to the sole banking facility and is in process of acquiring all data processing equipment and fixed assets totaling approximately $288,000.

The following is a description of the methods used to determine the fair values of significant assets and liabilities at Acquisition Date presented above.

Cash and Due from Banks and Interest-bearing Deposits in Banks – RB&T acquired $62 million in cash and cash equivalents. The carrying amount of these assets, adjusted for any cash items deemed uncollectible by management, was determined to be a reasonable estimate of fair value based on their short-term nature.
 
 
14

 

Investment Securities – RB&T acquired $43 million in securities at fair value. The majority of the securities acquired were subsequently sold during the first quarter of 2012 with RB&T realizing a net gain on the corresponding sales of approximately $56,000. Investment securities were acquired at their fair values from the FDIC. The fair values provided by the FDIC were reviewed and considered reasonable based on RB&T’s understanding of the marketplace. Federal Home Loan Bank (“FHLB”) stock was acquired at cost. It is not practicable to determine its fair value given restrictions on its marketability.

Loans – RB&T purchased approximately $99 million in loans with a fair value of approximately $74 million. The loans acquired by RB&T consist of residential real estate, commercial real estate, real estate construction, commercial and consumer loans. Subsequent to the Acquisition Date, the FDIC repurchased approximately $21 million of TCB loans at a price of par less the original discount that RB&T received when it purchased the loans on the Acquisition Date of $3 million.

Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and a discount rate reflecting current market rates for new originations of comparable loans adjusted for the risk inherent in the cash flow estimates.

Certain loans that were deemed to be collateral dependent were valued based on the fair value of the underlying collateral. These estimates were 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 related factors to estimate the current value of the collateral.

Overall, the contractual amount of the loans purchased in the TCB transaction reduced from $79 million as of January 27, 2012 to $52 million as of June 30, 2012. The carrying value of the loans purchased in the TCB transaction was $56 million as of March 31, 2012 compared to $39 million as of June 30, 2012.

The composition of acquired loans as of the Acquisition Date follows:
 
   
January 27, 2012
 
   
As Previously Reported
   
As Recasted
 
   
Contractual
   
Fair Value
   
Recast
   
Fair
 
(in thousands)
 
Amount
   
Adjustments
   
Adjustments
   
Value
 
                         
Residential real estate
  $ 22,693     $ (4,076 )   $ 243     $ 18,860  
Commercial real estate
    18,646       (6,971 )     2,074       13,749  
Real estate construction
    14,877       (2,681 )     (1,837 )     10,359  
Commercial
    13,224       (6,939 )     418       6,703  
Home equity
    6,220       (606 )     8       5,622  
Consumer:
                               
    Credit cards
    608       (22 )     -       586  
    Overdrafts
    672       (621 )     -       51  
    Other consumer
    2,172       (750 )     100       1,522  
Total loans
  $ 79,112     $ (22,666 )   $ 1,006     $ 57,452  

 
15

 
 
Loans purchased in the TCB acquisition are accounted for using one of the two following accounting standards:

 
ASC Topic 310-20, Non refundable Fees and Other Costs, is used to value loans that have not demonstrated post origination credit quality deterioration and the acquirer expects to collect all contractually required payments from the borrower. For these loans, the difference between the fair value of the loan at acquisition and the amortized cost of the loan would be amortized or accreted into income using the interest method.

 
ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, is used to value loans with post origination credit quality deterioration. For these loans, it is probable the acquirer will be unable to collect all contractually required payments from the borrower. Under ASC Topic 310-30, the expected cash flows that exceed the initial investment in the loan (fair value) represent the “accretable yield,” which is recognized as interest income on a level-yield basis over the expected cash flow periods of the loans.

The following table presents the purchased loans that are included within the scope of ASC Topic 310-30 as of the Acquisition Date:
 
   
January 27, 2012
   
June 30, 2012
 
   
As Previously
   
Recast
   
As
 
 (in thousands)
 
Reported
   
Adjustments
   
Recasted
 
                   
Contractually-required principal and interest payments
  $ 52,278     $ -     $ 52,278  
Non-accretable difference
    (21,308 )     903       (20,405 )
Accretable yield
    (425 )     (105 )     (530 )
   Fair value of loans
  $ 30,545     $ 798     $ 31,343  
 
Loans to be repurchased by the FDIC were valued at the contractual amount reduced by the applicable discount.

In addition to the loans acquired by RB&T as part of the Agreement, RB&T is required to service TCB loans retained by the FDIC. The balance of these loans totaled $491 million at June 30, 2012. RB&T shall service these loans on behalf of the FDIC for a period of one year from the Acquisition Date, unless they are sold or transferred at an earlier time by the FDIC. Also, as part of the Agreement, the FDIC will reimburse RB&T for servicing the loans based upon an agreed upon fee, which approximates the servicing costs. Since the FDIC is reimbursing RB&T for its approximate costs to service the loans, a servicing asset/liability was not recorded as of the Acquisition Date, nor is one expected to be recorded in the future.

Core Deposit Intangible – In its assumption of the deposit liabilities, RB&T believed that the customer relationships associated with these deposits had intangible value, although this value was anticipated to be modest given the nature of the deposit accounts and the anticipated rapid account run-off since realized. RB&T recorded a core deposit intangible asset of $64,000. This intangible asset represents the value of the relationships that TCB had with their deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to type of deposit, deposit retention, cost of the deposit base, and net maintenance cost attributable to customer deposits.

OREO – RB&T acquired $14 million in OREO related to the TCB acquisition, which was reduced by a $3 million fair value adjustment as of the Acquisition Date. During the second quarter of 2012, the Company posted a recast adjustment of $1 million to OREO to mark several properties to market based on appraisals received. OREO is presented at fair value, which is the estimated value that management expects to receive when the property is sold, net of related costs to sell. These estimates were 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 related factors to estimate the current value of the property. Information obtained subsequent to January 27, 2012 through July 26, 2012 was considered in forming the estimates of the fair value of the OREO acquired.

Deposits – RB&T assumed $947 million in deposits at estimated fair value. As permitted by the FDIC, RB&T had the option to re-price the acquired deposit portfolios within seven days of the Acquisition Date. In addition, depositors had the option to withdraw funds without penalty. RB&T chose to re-price all of the acquired interest-bearing deposits, including transaction, time and brokered deposits. This re-pricing triggered time and brokered deposit run-off consistent with management’s expectations. Through June 30, 2012, approximately 93% of the assumed interest bearing deposit account balances had exited RB&T, with no penalty on the applicable time and brokered deposits. At June 30, 2012, RB&T had $75 million of deposits remaining from the TCB acquisition. The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition, equal the amount payable on demand at the Acquisition Date. The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the interest rates embedded on such time deposits. Information obtained subsequent to January 27, 2012 through July 26, 2012, was considered in forming estimates of cash flows for the deposit liabilities assumed as of the Acquisition Date.
 
 
16

 

The composition of deposits assumed at fair value as of the Acquisition Date follows:
 
   
January 27, 2012
 
   
Contractual
   
Fair Value
   
Recast
   
Fair
 
(in thousands)
 
Amount
   
Adjustments
   
Adjustments
   
Value
 
                         
Non Interest Bearing
  $ 19,754     $ -     $ -     $ 19,754  
Demand (NOW)
    3,190       -       -       3,190  
Money market accounts
    11,338       -       -       11,338  
Savings
    91,859       -       -       91,859  
Individual retirement accounts*
    33,063       -       -       33,063  
Certificates of deposit*
    369,251       14       -       369,265  
Brokered deposits*
    418,940       40       -       418,980  
                                 
    Total deposits
  $ 947,395     $ 54     $ -     $ 947,449  
_________________
                               
* - denotes a time deposit
                               

 
17

 
 
TCB Results of Operations

On the Acquisition Date, RB&T assumed substantially all of the deposits and specific other liabilities and acquired specific assets of TCB. A significant portion of the former TCB operations, including the majority of TCB’s loan portfolio, were not retained by RB&T. Therefore, disclosure of supplemental pro forma financial information, especially prior period comparison is deemed neither practical nor meaningful given the troubled nature of TCB prior to the Acquisition Date. Additionally, the acquired operation was not considered significant, as defined by the rules of the Securities and Exchange Commission.

Results of operations for the TCB franchise included in the consolidated results follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(in thousands)
 
2012
   
2012
 
INTEREST INCOME:
           
             
Loans, including fees
  $ 885     $ 1,643  
Taxable investment securities
    194       443  
Total interest income
    1,079       2,086  
                 
INTEREST EXPENSE:
               
                 
Deposits
    12       47  
Total interest expense
    12       47  
                 
NET INTEREST INCOME
    1,067       2,039  
                 
Provision for loan losses
    -       -  
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    1,067       2,039  
                 
NON INTEREST INCOME:
               
                 
Service charges on deposit accounts
    10       24  
Bargain purchase gain
    (96 )     27,803  
Gain on sale of securities available for sale
    -       56  
Other
    471       626  
Total non interest income
    385       28,509  
                 
NON INTEREST EXPENSES:
               
                 
Salaries and employee benefits
    1,015       2,009  
Occupancy and equipment, net
    378       586  
Communication and transportation
    95       160  
Marketing and development
    18       19  
FDIC insurance expense
    15       52  
Data processing
    301       607  
Supplies
    10       21  
Other real estate owned expense
    82       103  
Other
    338       780  
Total non interest expenses
    2,252       4,337  
                 
INCOME BEFORE INCOME TAX EXPENSE
  $ (800 )   $ 26,211  
 
RB&T has accrued acquisition and integration costs of approximately $1.4 million through June 30, 2012. Included in the total integration costs is $574,000 for estimated short-term retention bonuses for certain former TCB employees and short-term incentive bonuses for existing RB&T employees related to the successful branch consolidation and core system conversion completed in July 2012. In addition, the total also includes $574,000 for estimated professional and consulting fees, as well as $197,000 for a long-term incentive program for RB&T employees based upon a 2-year profitability target for the overall TCB operation.

Management believes that RB&T will achieve on-going direct operating expenses for the one-location TCB franchise that are more in-line with a normal banking center’s operating costs subsequent to the July 13, 2012 system conversion.
 
 
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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 (loss) were as follows:
 
   
Gross
   
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
June 30, 2012 (in thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
                         
U.S. Treasury securities and
                       
    U.S. Government agencies
  $ 96,526     $ 864     $ -     $ 97,390  
Private label mortgage backed security
    5,818       -       (1,239 )     4,579  
Mortgage backed securities - residential
    247,791       7,199       -       254,990  
Collateralized mortgage obligations
    224,161       1,201       -       225,362  
Total securities available for sale
  $ 574,296     $ 9,264     $ (1,239 )   $ 582,321  
                                 
                                 
   
Gross
   
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
December 31, 2011 (in thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
                                 
U.S. Treasury securities and
                               
    U.S. Government agencies
  $ 152,085     $ 814     $ (225 )   $ 152,674  
Private label mortgage backed security
    5,818       -       (1,276 )     4,542  
Mortgage backed securities - residential
    287,013       6,343       (27 )     293,329  
Collateralized mortgage obligations
    194,663       1,281       (541 )     195,403  
Total securities available for sale
  $ 639,579     $ 8,438     $ (2,069 )   $ 645,948  
 
Mortgage backed Securities

At June 30, 2012, with the exception of the $4.6 million private label mortgage backed security, all other mortgage backed securities held by the Bank were issued by U.S. government-sponsored entities and agencies, primarily Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”) and Fannie Mae (“FNMA”), institutions that the government has affirmed its commitment to support. At June 30, 2012 and December 31, 2011, there were gross unrealized/unrecognized losses of $0 and $568,000 related to available for sale and held to maturity mortgage backed securities other than the private label mortgage backed security. Because the decline in fair value of these mortgage backed securities is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Bank does not have the intent to sell these mortgage backed 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 be other-than-temporarily impaired.

As mentioned throughout this filing, the Bank’s mortgage backed securities portfolio includes one private label mortgage backed security with a fair value of $4.6 million that had gross unrealized losses of approximately $1.2 million at June 30, 2012 and $1.3 million at December 31, 2011. As of June 30, 2012, the Bank believes there is no further credit loss component of OTTI in addition to that which has already been recorded. Additionally, the Bank does not have the intent to sell this security and it is likely that it will not be required to sell the security before its anticipated recovery.
 
 
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Securities to be held to maturity:

The carrying value, gross unrecognized gains and losses, and fair value of securities to be held to maturity were as follows:
 
         
Gross
   
Gross
       
   
Carrying
   
Unrecognized
   
Unrecognized
   
Fair
 
June 30, 2012 (in thousands)
 
Value
   
Gains
   
Losses
   
Value
 
                         
U.S. Treasury securities and
                       
    U.S. Government agencies
  $ 4,223     $ 8     $ -     $ 4,231  
Mortgage backed securities - residential
    1,134       92       -       1,226  
Collateralized mortgage obligations
    20,412       418       -       20,830  
Total securities to be held to maturity
  $ 25,769