REPUBLIC BANCORP INC /KY/ - Quarter Report: 2022 September (Form 10-Q)

1 min

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 September 30, 2022

◻ 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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common	RBCAA	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes ◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧ Yes ◻ No

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


Large accelerated filer ◻	Accelerated filer ⌧	Non-accelerated filer ◻	Smaller reporting company ◻
Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

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

The number of shares outstanding of the registrant’s Class A Common Stock and Class B Common Stock, as of October 31, 2022 was 17,587,340 and 2,159,495.

Table of Contents

TABLE OF CONTENTS



PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements.	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	69

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	124

Item 4.	Controls and Procedures.	124

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings.	124

Item 1A.	Risk Factors.	125

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	125

Item 6.	Exhibits.	126

	SIGNATURES	127

Table of Contents

GLOSSARY OF TERMS

The terms identified in alphabetical order below are used throughout this Form 10-Q. You may find it helpful to refer to this page as you read this report.


Term		Definition

ACH		Automated Clearing House
ACL		Allowance for Credit Losses
ACLC		Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
ACLL		Allowance for Credit Losses on Loans
ACLS		Allowance for Credit Losses on Securities
AFS		Available for Sale
AOCI		Accumulated Other Comprehensive Income
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
Basic EPS		Basic earnings per Class A Common Share
BOLI		Bank Owned Life Insurance
BPO		Brokered Price Opinion
C&D		Construction and Development
C&I		Commercial and Industrial
CARES Act		Coronavirus Aid, Relief, and Economic Security Act
CBank Agreement		Agreement and Plan of Merger between Republic Bancorp, Inc., CBank, and RB&T
CECL		Current Expected Credit Losses
CMO		Collateralized Mortgage Obligation
Core Bank		The Traditional Banking, Warehouse Lending, and Mortgage Banking reportable segments of the Company
COVID		Coronavirus Disease of 2019
CRE		Commercial Real Estate
DDA		Demand Deposit Account
Diluted EPS		Diluted earnings per Class A Common Share
EA		Easy Advance
Economic Aid Act		Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act
ESPP		Employee Stock Purchase Plan
EVP		Executive Vice President
FASB		Financial Accounting Standards Board
FDIC		Federal Deposit Insurance Corporation
FFTR		Federal Funds Target Rate
FHLB		Federal Home Loan Bank
FHLMC		Federal Home Loan Mortgage Corporation
FICO		Fair Isaac Corporation
FNMA		Federal National Mortgage Association
FOMC		Federal Open Market Committee
FRB		Federal Reserve Bank
FTE		Full Time Equivalent
FTP		Funds Transfer Pricing
GAAP		Generally Accepted Accounting Principles in the United States
Green Dot		Green Dot Corporation
HEAL		Home Equity Amortizing Loan
HELOC		Home Equity Line of Credit
HTM		Held to Maturity
IRS		Internal Revenue Service
ITM		Interactive Teller Machine
Lawsuit		The lawsuit the Bank filed against Green Dot in the Delaware Court of Chancery on October 5, 2021
LGD		Loss Given Default
LIBOR		London Interbank Offered Rate
LOC		Line of Credit
LOC I		RCS product introduced in 2014 for which the Bank participates out a 90% interest and holds a 10% interest
LOC II		RCS product introduced in 2021 for which the Bank participates out a 95% interest and holds a 5% interest
LTV		Loan to Value
MBS		Mortgage Backed Securities
MSRs		Mortgage Servicing Rights
NA		Not Applicable
NIM		Net Interest Margin
NM		Not Meaningful
OBS		Off-Balance Sheet
OCI		Other Comprehensive Income
OREO		Other Real Estate Owned
OTTI		Other than Temporary Impairment
PCD		Purchased with Credit Deterioration
PD		Probability of Default
PPP		SBA's Paycheck Protection Program
Prime		The Wall Street Journal Prime Interest Rate
Provision		Provision for Expected Credit Loss Expense
PSU		Performance Stock Unit
RB&T / the Bank		Republic Bank & Trust Company
RCS		Republic Credit Solutions segment
Republic / the Company		Republic Bancorp, Inc.
RPG		Republic Processing Group
RPS		Republic Payment Solutions
RT		Refund Transfer
Sale Transaction		Sale contemplated in the May 13, 2021 Asset Purchase Agreement between the Bank and Green Dot
SBA		U.S. Small Business Administration
Settlement Agreement		The agreement between the Bank and Green Dot that settled the Lawsuit filed by the Bank against Green Dot
SEC		Securities and Exchange Commission
SSUAR		Securities Sold Under Agreements to Repurchase
TDR		Troubled Debt Restructuring
The Captive		Republic Insurance Services, Inc.
TRS		Tax Refund Solutions segment
TRS Purchase Agreement		May 13, 2021 Asset Purchase Agreement for the sale of substantially all of the Bank's TRS assets and operations to Green Dot
TRUP		Trust Preferred Security Investment
Warehouse		Warehouse Lending segment

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands)


	September 30,		December 31,
	2022		2021
ASSETS

Cash and cash equivalents	$	754,393	$	756,971
Available-for-sale debt securities, at fair value (amortized cost of $674,329 in 2022 and $492,626 in 2021, allowance for credit losses of $0 in 2022 and 2021)		629,947		495,126
Held-to-maturity debt securities (fair value of $32,621 in 2022 and $44,764 in 2021, allowance for credit losses of $10 in 2022 and $47 in 2021)		32,628		44,299
Equity securities with readily determinable fair value		175		2,620
Mortgage loans held for sale, at fair value		2,912		29,393
Consumer loans held for sale, at fair value		8,796		19,747
Consumer loans held for sale, at the lower of cost or fair value		12,679		2,937
Loans (loans carried at fair value of $11 in 2022 and $170 in 2021)		4,289,450		4,496,562
Allowance for credit losses		(64,919)		(64,577)
Loans, net		4,224,531		4,431,985
Federal Home Loan Bank stock, at cost		8,568		10,311
Premises and equipment, net		32,813		36,073
Right-of-use assets		41,303		38,825
Goodwill		16,300		16,300
Other real estate owned		1,634		1,792
Bank owned life insurance		101,013		99,161
Other assets and accrued interest receivable		131,971		108,092

TOTAL ASSETS	$	5,999,663	$	6,093,632

LIABILITIES

Deposits:
Noninterest-bearing	$	2,014,123	$	1,990,781
Interest-bearing		2,786,385		2,849,637
Total deposits		4,800,508		4,840,418

Securities sold under agreements to repurchase and other short-term borrowings		209,376		290,967
Operating lease liabilities		42,109		39,672
Federal Home Loan Bank advances		20,000		25,000
Other liabilities and accrued interest payable		86,712		63,343

Total liabilities		5,158,705		5,259,400

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		4,649		4,702
Additional paid in capital		140,958		139,956
Retained earnings		728,639		687,700
Accumulated other comprehensive (loss) income		(33,288)		1,874

Total stockholders’ equity		840,958		834,232

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,999,663	$	6,093,632

See accompanying footnotes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
INTEREST INCOME:
Loans, including fees	$	52,606	$	52,182	$	161,537	$	169,294
Taxable investment securities		3,159		1,845		7,906		5,655
Federal Home Loan Bank stock and other		4,291		442		6,488		978
Total interest income		60,056		54,469		175,931		175,927

INTEREST EXPENSE:

Deposits		1,830		1,148		3,654		4,037
Securities sold under agreements to repurchase and other short-term borrowings		94		20		171		37
Federal Home Loan Bank advances		96		6		226		47
Subordinated note		—		166		—		507
Total interest expense		2,020		1,340		4,051		4,628

NET INTEREST INCOME		58,036		53,129		171,880		171,299

Provision for expected credit loss expense for on-balance sheet exposures (loans and investment securities)		1,573		1,292		14,504		12,231

NET INTEREST INCOME AFTER PROVISION		56,463		51,837		157,376		159,068

NONINTEREST INCOME:

Service charges on deposit accounts		3,409		3,277		9,998		9,221
Net refund transfer fees		593		1,280		16,594		19,924
Mortgage banking income		1,154		5,280		5,574		16,655
Interchange fee income		3,322		3,263		9,853		9,771
Program fees		4,932		4,018		12,671		9,569
Increase in cash surrender value of bank owned life insurance		617		626		1,852		1,616
Net losses on other real estate owned		(53)		(52)		(158)		(107)
Contract termination fee		—		—		5,000		—
Legal settlement		—		—		13,000		—
Other		1,073		1,133		2,230		2,845
Total noninterest income		15,047		18,825		76,614		69,494

NONINTEREST EXPENSE:

Salaries and employee benefits		27,269		26,991		85,477		83,738
Technology, equipment, and communication		7,235		7,498		21,678		22,009
Occupancy		3,211		3,195		9,875		10,005
Marketing and development		1,951		1,233		5,019		3,099
FDIC insurance expense		423		325		1,241		1,189
Interchange related expense		1,221		1,275		3,602		3,707
Legal and professional fees		904		884		3,073		3,564
Other		3,891		3,034		12,366		10,719
Total noninterest expense		46,105		44,435		142,331		138,030

INCOME BEFORE INCOME TAX EXPENSE		25,405		26,227		91,659		90,532
INCOME TAX EXPENSE		5,922		6,218		20,349		20,548
NET INCOME	$	19,483	$	20,009	$	71,310	$	69,984

BASIC EARNINGS PER SHARE:
Class A Common Stock	$	0.99	$	0.99	$	3.60	$	3.40
Class B Common Stock		0.90		0.90		3.27		3.10

DILUTED EARNINGS PER SHARE:
Class A Common Stock	$	0.99	$	0.99	$	3.58	$	3.39
Class B Common Stock		0.90		0.90		3.26		3.09

See accompanying footnotes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021

Net income	$	19,483	$	20,009	$	71,310	$	69,984

OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized losses on AFS debt securities		(15,510)		(1,899)		(46,892)		(4,542)
Unrealized gain on AFS debt security for which a portion of OTTI has been recognized in earnings		1		13		10		62
Total other comprehensive loss before income tax		(15,509)		(1,886)		(46,882)		(4,480)
Tax effect		3,875		471		11,720		1,119
Total other comprehensive loss, net of tax		(11,634)		(1,415)		(35,162)		(3,361)

COMPREHENSIVE INCOME	$	7,849	$	18,594	$	36,148	$	66,623

See accompanying footnotes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)


	Three Months Ended September 30, 2022

	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 (Loss)		Equity

Balance, July 1, 2022	17,629	2,161	$	4,663	$	140,516	$	718,649	$	(21,654)	$	842,174

Net income	—	—		—		—		19,483		—		19,483
Net change in AOCI	—	—		—		—		—		(11,634)		(11,634)
Dividends declared on Common Stock:
Class A Shares ($0.341 per share)	—	—		—		—		(5,995)		—		(5,995)
Class B Shares ($0.310 per share)	—	—		—		—		(669)		—		(669)
Stock options exercised, net of shares withheld	—	—		—		(2)		—		—		(2)
Conversion of Class B to Class A Common Shares	1	(1)		—		—		—		—		—
Repurchase of Class A Common Stock	(48)	—		(15)		(484)		(2,829)		—		(3,328)
Net change in notes receivable on Class A Common Stock	—	—		—		43		—		—		43
Deferred compensation - Class A Common Stock:
Directors	—	—		—		192		—		—		192
Designated key employees	—	—		—		184		—		—		184
Employee stock purchase plan - Class A Common Stock	5	—		1		181		—		—		182
Stock-based awards - Class A Common Stock:
Performance stock units	—	—		—		38		—		—		38
Restricted stock	—	—		—		161		—		—		161
Stock options	—	—		—		129		—		—		129

Balance, September 30, 2022	17,587	2,160	$	4,649	$	140,958	$	728,639	$	(33,288)	$	840,958


	Three Months Ended September 30, 2021

	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 (Loss)		Equity

Balance, July 1, 2021	18,421	2,166	$	4,841	$	142,884	$	690,802	$	6,563	$	845,090

Net income	—	—		—		—		20,009		—		20,009
Net change in AOCI	—	—		—		—		—		(1,415)		(1,415)
Dividends declared on Common Stock:
Class A Shares ($0.308 per share)	—	—		—		—		(5,557)		—		(5,557)
Class B Shares ($0.280 per share)	—	—		—		—		(606)		—		(606)
Stock options exercised, net of shares withheld	—	—		—		—		—		—		—
Conversion of Class B to Class A Common Shares	1	(1)		—		—		—		—		—
Repurchase of Class A Common Stock	(387)	—		(90)		(2,855)		(16,733)		—		(19,678)
Net change in notes receivable on Class A Common Stock	—	—		—		100		—		—		100
Deferred compensation - Class A Common Stock:
Directors	—	—		—		121		—		—		121
Designated key employees	—	—		—		175		—		—		175
Employee stock purchase plan - Class A Common Stock	4	—		1		191		—		—		192
Stock-based awards - Class A Common Stock:
Performance stock units	—	—		—		32		—		—		32
Restricted stock	1	—		—		64		—		—		64
Stock options	—	—		—		130		—		—		130

Balance, September 30, 2021	18,040	2,165	$	4,752	$	140,842	$	687,915	$	5,148	$	838,657

Table of Contents


	Nine Months Ended September 30, 2022
	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 (Loss)		Equity

Balance, January 1, 2022	17,816	2,165	$	4,702	$	139,956	$	687,700	$	1,874	$	834,232

Net income	—	—		—		—		71,310		—		71,310
Net change in AOCI	—	—		—		—		—		(35,162)		(35,162)
Dividends declared on Common Stock:
Class A Shares ($1.023 per share)	—	—		—		—		(18,123)		—		(18,123)
Class B Shares ($0.930 per share)	—	—		—		—		(2,010)		—		(2,010)
Stock options exercised, net of shares withheld	3	—		2		38		—		—		40
Conversion of Class B to Class A Common Shares	5	(5)		—		—		—		—		—
Repurchase of Class A Common Stock	(263)	—		(58)		(1,868)		(10,238)		—		(12,164)
Net change in notes receivable on Class A Common Stock	—	—		—		61		—		—		61
Deferred compensation - Class A Common Stock:
Directors	6	—		—		403		—		—		403
Designated key employees	—	—		—		541		—		—		541
Employee stock purchase plan - Class A Common Stock	12	—		3		506		—		—		509
Stock-based awards - Class A Common Stock:
Performance stock units	—	—		—		114		—		—		114
Restricted stock	8	—		—		771		—		—		771
Stock options	—	—		—		436		—		—		436

Balance, September 30, 2022	17,587	2,160	$	4,649	$	140,958	$	728,639	$	(33,288)	$	840,958


	Nine Months Ended September 30, 2021
	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 (Loss)		Equity

Balance, January 1, 2021	18,697	2,199	$	4,899	$	143,637	$	666,278	$	8,509	$	823,323

Net income	—	—		—		—		69,984		—		69,984
Net change in AOCI	—	—		—		—		—		(3,361)		(3,361)
Dividends declared on Common Stock:
Class A Shares ($0.924 per share)	—	—		—		—		(16,980)		—		(16,980)
Class B Shares ($0.840 per share)	—	—		—		—		(1,830)		—		(1,830)
Stock options exercised, net of shares withheld	28	—		13		(155)		—		—		(142)
Conversion of Class B to Class A Common Shares	34	(34)		—		—		—		—		—
Repurchase of Class A Common Stock	(749)	—		(165)		(5,205)		(29,537)		—		(34,907)
Net change in notes receivable on Class A Common Stock	—	—		—		150		—		—		150
Deferred compensation - Class A Common Stock:
Directors	4	—		—		330		—		—		330
Designated key employees	—	—		—		478		—		—		478
Employee stock purchase plan - Class A Common Stock	11	—		3		507		—		—		510
Stock-based awards - Class A Common Stock:
Performance stock units	—	—		—		97		—		—		97
Restricted stock	15	—		2		583		—		—		585
Stock options	—	—		—		420		—		—		420

Balance, September 30, 2021	18,040	2,165	$	4,752	$	140,842	$	687,915	$	5,148	$	838,657

See accompanying footnotes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Nine Months Ended
	September 30,
	2022		2021
OPERATING ACTIVITIES:
Net income	$	71,310	$	69,984
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization on investment securities and low-income housing investments		3,753		3,678
Net accretion and amortization on loans		(3,026)		(12,650)
Unrealized and realized losses on equity securities with readily determinable fair value		204		505
Depreciation of premises and equipment		5,884		6,747
Amortization of mortgage servicing rights		1,773		2,617
Recovery of mortgage servicing rights		—		(500)
Provision for on-balance sheet exposures		14,504		12,231
Provision for off-balance sheet exposures		128		(52)
Net gain on sale of mortgage loans held for sale		(4,704)		(16,339)
Origination of mortgage loans held for sale		(195,006)		(525,246)
Proceeds from sale of mortgage loans held for sale		226,191		562,661
Net gain on sale of consumer loans held for sale		(10,466)		(7,889)
Origination of consumer loans held for sale		(820,127)		(561,062)
Proceeds from sale of consumer loans held for sale		831,802		558,972
Net gain realized on sale of other real estate owned		—		(51)
Writedowns of other real estate owned		158		158
Deferred compensation expense - Class A Common Stock		944		808
Stock-based awards and ESPP expense - Class A Common Stock		1,397		1,178
Net gain on sale of bank premises and equipment		—		(399)
Increase in cash surrender value of bank owned life insurance		(1,852)		(1,616)
Net change in other assets and liabilities:
Accrued interest receivable		(1,225)		3,573
Accrued interest payable		34		(162)
Other assets		1,309		2,384
Other liabilities		12,117		(3,104)
Net cash provided by operating activities		135,102		96,426

INVESTING ACTIVITIES:
Purchases of available-for-sale debt securities		(244,820)		(141,571)
Proceeds from calls, maturities and paydowns of equity and available-for-sale debt securities		65,269		164,280
Proceeds from calls, maturities and paydowns of held-to-maturity debt securities		11,703		8,444
Net change in outstanding warehouse lines of credit		408,312		212,114
Net change in other loans		(212,312)		259,710
Proceeds from redemption of Federal Home Loan Bank stock		1,743		7,086
Proceeds from sales of other real estate owned		—		611
Proceeds from sale of bank premises and equipment		—		637
Purchase of bank owned life insurance		—		(30,000)
Investments in low-income housing tax partnerships		(7,258)		(8,277)
Net purchases of premises and equipment		(2,624)		(4,972)
Net cash provided by investing activities		20,013		468,062

FINANCING ACTIVITIES:
Net change in deposits		(39,910)		214,766
Net change in securities sold under agreements to repurchase and other short-term borrowings		(81,591)		49,557
Payments of Federal Home Loan Bank advances		(25,000)		(235,000)
Proceeds from Federal Home Loan Bank advances		20,000		25,000
Payoff of subordinated note, net of common security interest		—		(40,000)
Repurchase of Class A Common Stock		(12,164)		(34,907)
Net proceeds from Class A Common Stock purchased through employee stock purchase plan		433		435
Net proceeds from option exercises and equity awards vested - Class A Common Stock		40		(142)
Cash dividends paid		(19,501)		(18,537)
Net cash used in financing activities		(157,693)		(38,828)

NET CHANGE IN CASH AND CASH EQUIVALENTS		(2,578)		525,660
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		756,971		485,587
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	754,393	$	1,011,247

SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION:
Cash paid during the period for:
Interest	$	4,017	$	4,790
Income taxes		14,614		16,736

SUPPLEMENTAL NONCASH DISCLOSURES:
Mortgage servicing rights capitalized	$	1,755	$	3,889
Transfers from loans to real estate acquired in settlement of loans		—		64
Unfunded commitments in low-income-housing investments		16,100		24
Right-of-use assets recorded		6,360		263

See accompanying footnotes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –SEPTEMBER 30, 2022 and 2021 AND DECEMBER 31, 2021 (UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The consolidated financial statements include the accounts of Republic Bancorp, Inc. (the “Parent Company”) and its wholly-owned subsidiaries, Republic Bank & Trust Company and Republic Insurance Services, Inc. As used in this filing, the terms “Republic,” the “Company,” “we,” “our,” and “us” refer to Republic Bancorp, Inc., and, where the context requires, Republic Bancorp, Inc. and its subsidiaries. The term “Bank” refers to the Company’s subsidiary bank: Republic Bank & Trust Company. The term “Captive” refers to the Company’s insurance subsidiary: Republic Insurance Services, Inc. All significant intercompany balances and transactions are eliminated in consolidation.

Republic is a financial holding company headquartered in Louisville, Kentucky. The Bank is a Kentucky-based, state-chartered non-member financial institution that provides both traditional and non-traditional banking products through five reportable segments using a multitude of delivery channels. While the Bank operates primarily in its market footprint, its non-brick-and-mortar delivery channels allow it to reach clients across the U.S. The Captive is a Nevada-based, wholly-owned insurance subsidiary of the Company. The Captive provides property and casualty insurance coverage to the Company and the Bank, as well as a group of third-party insurance captives for which insurance may not be available or economically feasible.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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, 2021.

As of September 30, 2022, the Company was divided into five reportable segments: Traditional Banking, Warehouse, Mortgage Banking, TRS, and RCS. Management considers the first three segments to collectively constitute “Core Bank” or “Core Banking” operations, while the last two segments collectively constitute RPG operations.

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Core Bank

Traditional Banking segment — The Traditional Banking segment provides traditional banking products primarily to customers in the Company’s market footprint. As of September 30, 2022, Republic had 42 full-service banking centers with locations as follows:

●

Kentucky — 28

●

Metropolitan Louisville — 18

●

Central Kentucky — 7

●

Georgetown — 1

●

Lexington — 5

●

Shelbyville — 1

●

Northern Kentucky — 3

●

Covington — 1

●

Crestview Hills — 1

●

Florence — 1

●

Southern Indiana — 3

●

Floyds Knobs — 1

●

Jeffersonville — 1

●

New Albany — 1

●

Metropolitan Tampa, Florida — 7

●

Metropolitan Cincinnati, Ohio — 2

●

Metropolitan Nashville, Tennessee — 2

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

Traditional Banking results of operations are primarily dependent upon net interest income, which represents the difference between the interest income and fees on interest-earning assets and the interest expense on interest-bearing liabilities. Principal interest-earning Traditional Banking assets represent investment securities and commercial and consumer loans primarily secured by real estate and/or personal property. Interest-bearing liabilities primarily consist of interest-bearing deposit accounts, securities sold under agreements to repurchase, as well as short-term and long-term borrowing sources. FHLB advances have traditionally been a significant borrowing source for the Bank.

Other sources of Traditional Banking income include service charges on deposit accounts, debit and credit card interchange fee income, title insurance commissions, and increases in the cash surrender value of BOLI.

Traditional Banking operating expenses consist primarily of: salaries and employee benefits; technology, equipment, and communication; occupancy; interchange related expense; marketing and development; FDIC insurance expense, and various other general and administrative costs. Traditional Banking results of operations are significantly impacted by general economic and competitive conditions, particularly changes in market interest rates, government laws and policies, and actions of regulatory agencies.

Warehouse Lending segment — The Core Bank provides short-term, revolving credit facilities to mortgage bankers across the United States through mortgage warehouse lines of credit. These credit facilities are primarily secured by single-family, first-lien residential real estate loans. The credit facility enables the mortgage banking clients to close single-family, first-lien residential real estate loans in their own name and temporarily fund their inventory of these closed loans until the loans are sold to investors approved by the Bank. Individual loans are expected to remain on the warehouse line for an average of 15 to 30 days. 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.

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Mortgage Banking segment — Mortgage Banking activities primarily include 15-, 20- and 30-year fixed-term, single-family, first-lien residential real estate loans that are originated and sold into the secondary market, primarily to the FHLMC and the FNMA. The Bank typically retains servicing on loans sold into the secondary market for loans generated in states within its footprint and generally sells servicing for loans generated in states outside of its footprint. Administration of loans with servicing retained by the Bank includes collecting principal and interest payments, escrowing funds for property taxes and property insurance, and remitting payments to secondary market investors. The Bank receives fees for performing these standard servicing functions.

Republic Processing Group

Tax Refund Solutions segment — Through the TRS segment, the Bank is one of a limited number of financial institutions that facilitates the receipt and payment of federal and state tax refund products and offers a credit product through third-party tax preparers located throughout the U.S., as well as tax-preparation software providers (collectively, the “Tax Providers”). Substantially all of the business generated by the TRS segment occurs in the first half of the year. The TRS segment traditionally operates at a loss during the second half of the year, during which time the segment incurs costs preparing for the upcoming year’s tax season.

RTs are fee-based products whereby a tax refund is issued to the taxpayer after the Bank has received the refund from the federal or state government. There is no credit risk or borrowing cost associated with these products because they are only delivered to the taxpayer upon receipt of the tax refund directly from the governmental paying authority. Fees earned by the Company on RTs, net of revenue share, are reported as noninterest income under the line item “Net refund transfer fees.”

The EA tax credit product is a loan that allows a taxpayer to borrow funds as an advance of a portion of their tax refund. The EA product had the following features during 2022 and 2021:

●

Offered only during the first two months of each year;

●

The taxpayer was given the option to choose from multiple loan-amount tiers, subject to underwriting, up to a maximum advance amount of $6,250;

●

No requirement that the taxpayer pays for another bank product, such as an RT;

●

Multiple funds disbursement methods, including a DDA Card, direct deposit, prepaid card, or check, based on the taxpayer-customer’s election;

●

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

●

If an insufficient refund to repay the EA occurs:

there is no recourse to the taxpayer,

no negative credit reporting on the taxpayer, and

no collection efforts against the taxpayer.

The Company reports fees paid for the EA product as interest income on loans. During 2021, EAs were repaid, on average, within 32 days after the taxpayer’s tax return was submitted to the applicable taxing authority. EAs do not have a contractual due date but the Company considered an EA delinquent in 2022 and 2021 if it remained unpaid 35 days after the taxpayer’s tax return was submitted to the applicable taxing authority. The number of days for delinquency eligibility is based on management’s annual analysis of tax return processing times. Provisions on EAs are estimated when advances are made. Unpaid EAs are charged-off by June 30^th of each year, with EAs collected during the second half of each year recorded as recoveries of previously charged-off loans, unless such collections are subject to guarantor reimbursement under a loan-loss guaranty.

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 payment patterns. Because the substantial majority of the EA volume occurs each year before that year’s tax refund payment patterns can be analyzed and subsequent underwriting changes made, credit losses during a current year could be higher than management’s predictions if tax refund payment patterns change materially between years.

Settlement of Lawsuit Against Green Dot - On June 3, 2022, the Bank and Green Dot entered into the Settlement Agreement to fully resolve the Lawsuit that the Bank filed against Green Dot in the Delaware Court of Chancery on October 5, 2021.

As previously disclosed in the Company’s prior SEC filings, the Lawsuit arose from Green Dot’s inability to consummate the Sale

Transaction contemplated in the TRS Purchase Agreement through which Green Dot would purchase all of the assets and operations of the Bank’s Tax Refund Solutions business.

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In accordance with the Settlement Agreement, on June 6, 2022, Green Dot paid $13 million to the Bank, which was in addition to a $5 million termination fee that Green Dot paid to the Bank during the first quarter of 2022 under the terms of the TRS Purchase Agreement. On June 6, 2022, the Bank and Green Dot filed a stipulation of dismissal of the Lawsuit with the Delaware Court of Chancery, which was effective to dismiss the Lawsuit when filed.

Republic Payment Solutions division — RPS is currently managed and operated within the TRS segment. The RPS division offers general-purpose reloadable prepaid cards as an issuing bank through third-party service providers. 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 TRS segment. The RPS division will not be considered a separate reportable segment until such time, if any, that it meets quantitative reporting thresholds.

The Company reports fees related to RPS programs under Program fees. Additionally, the Company’s portion of interchange revenue generated by prepaid card transactions is reported as noninterest income under “Interchange fee income.”

Republic Credit Solutions segment — Through the RCS segment, the Bank offers consumer credit products. In general, the credit products are unsecured, small dollar consumer loans that are dependent on various factors. RCS loans typically earn a higher yield but also have higher credit risk compared to loans originated through the Traditional Banking segment, with a significant portion of RCS clients considered subprime or near-prime borrowers. The Bank uses third-party service providers for certain services such as marketing and loan servicing of RCS loans. Additional information regarding consumer loan products offered through RCS follows:

●

RCS line-of-credit products – Using separate third-party service providers, the Bank originates two line-of-credit products to generally subprime borrowers in multiple states. The first of these two products (the “LOC I”) has been originated by the Bank since 2014. The second (the “LOC II”) was introduced in January 2021.

RCS’s LOC I represented the substantial majority of RCS activity during 2021 and 2022. Elastic Marketing, LLC and Elevate Decision Sciences, LLC are third-party service providers for the product and are subject to the Bank’s oversight and supervision. Together, these companies provide the Bank with certain marketing, servicing, technology, and support services, while a separate third party provides customer support, servicing, and other services on the Bank’s behalf. The Bank is the lender for this product and is marketed as such. Further, the Bank controls the loan terms and underwriting guidelines, and the Bank exercises consumer compliance oversight of the product.

The Bank sells participation interests in this product. These participation interests are a 90% interest in advances made to borrowers under the borrower’s line-of-credit account, and the participation interests are generally sold three business days following the Bank’s funding of the associated advances. Although the Bank retains a 10% participation interest in each advance, it maintains 100% ownership of the underlying LOC I account with each borrower. Loan balances held for sale through this program are carried at the lower of cost or fair value.

In January 2021, RCS began originating balances through its LOC II. One of RCS’s existing third-party service providers, subject to the Bank’s oversight and supervision, provides the Bank with marketing services and loan servicing for the LOC II product. The Bank is the lender for this product and is marketed as such. Furthermore, the Bank controls the loan terms and underwriting guidelines, and the Bank exercises consumer compliance oversight of this product.

The Bank sells participation interests in this product. These participation interests are a 95% interest in advances made to borrowers under the borrower’s line-of-credit account, and the participation interests are generally sold three business days following the Bank’s funding of the associated advances. Although the Bank retains a 5% participation interest in each advance, it maintains 100% ownership of the underlying LOC II account with each borrower. Loan balances held for sale through this program are carried at the lower of cost or fair value.

●

RCS installment loan product – In December 2019, through RCS, the Bank began offering installment loans with terms ranging from 12 to 60 months to borrowers in multiple states. The same third-party service provider for RCS’s LOC II is the third-party provider for the installment loans. This third-party provider is subject to the Bank’s oversight and supervision and provides the Bank with marketing services and loan servicing for these RCS installment loans. The Bank is the lender for these RCS installment loans and is marketed as such. Furthermore, the Bank controls the loan terms and underwriting guidelines, and the Bank exercises consumer compliance oversight of this RCS installment loan product. Currently, all loan balances originated under this RCS installment loan program are carried as “held for sale” on the Bank’s balance sheet, with

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the intention to sell these loans to a third-party, who is an affiliate of the Bank’s third-party service provider, generally within sixteen days following the Bank’s origination of the loans. Loans originated under this RCS installment loan program are carried at fair value under a fair-value option, with the portfolio marked to market monthly.

●

RCS healthcare receivables products – The Bank originates healthcare-receivables products across the U.S. through two different third-party service providers. In one program, the Bank retains 100% of the receivables originated. In the other program, the Bank retains 100% of the receivables originated in some instances, and in other instances, sells 100% of the receivables within one month of origination. Loan balances held for sale through this program are carried at the lower of cost or fair value.

The Company reports interest income and loan origination fees earned on RCS loans under “Loans, including fees,” while any gains or losses on sale and mark-to-market adjustments of RCS loans are reported as noninterest income under “Program fees.”

Recently Adopted Accounting Standards

The following ASUs were adopted by the Company during the nine months ended September 30, 2022:


ASU. No.	Topic	Nature of Update	Date Adopted	Method of Adoption	Financial Statement Impact
2020-06	Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity	This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share calculation in certain areas.	January 1, 2022	Prospectively	Immaterial

2021-04	Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options	This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) How an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) How an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) How an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange.	January 1, 2022	Prospectively	Immaterial

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Accounting Standards Update

The following not-yet-effective ASUs were issued since the Company’s most recently filed Form 10-K and are considered relevant to the Company’s financial statements.


			Date Adoption	Adoption	Expected
ASU. No.	Topic	Nature of Update	Required	Method	Financial Impact
2022-02	Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures	This ASU eliminates the TDR recognition and measurement guidance and, instead, requires the Company to evaluate (consistent with the accounting for other loan modifications) whether a modification represents a new loan or a continuation of an existing loan. This ASU also enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. This ASU requires the Company to disclose current-period gross writeoffs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross writeoff information must be included in the vintage disclosures required for the Company in accordance with ASC 326-20-50-6, which requires that the Company disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. (see Note 4 in this section of the filing)	January 1, 2023	Prospectively	The Company is currently analyzing the impact of this ASU on its financial statements.

2022-03	Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions	This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.	January 1, 2024	Prospectively	Immaterial

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2. INVESTMENT SECURITIES

Available-for-Sale Debt Securities

The following tables summarize the amortized cost, fair value, and ACLS of AFS debt securities and the corresponding amounts of related gross unrealized gains and losses recognized in AOCI:


			Gross		Gross		Allowance
	Amortized		Unrealized		Unrealized		for		Fair
September 30, 2022 (in thousands)	Cost		Gains		Losses		Credit Losses		Value

U.S. Treasury securities and U.S. Government agencies	$	436,287	$	—	$	(25,852)	$	—	$	410,435
Private label mortgage-backed security		961		1,323		—		—		2,284
Mortgage-backed securities - residential		199,692		41		(19,329)		—		180,404
Collateralized mortgage obligations		23,663		39		(786)		—		22,916
Corporate bonds		10,000		—		(2)		—		9,998
Trust preferred security		3,726		184		—		—		3,910
Total available-for-sale debt securities	$	674,329	$	1,587	$	(45,969)	$	—	$	629,947


			Gross		Gross		Allowance
	Amortized		Unrealized		Unrealized		for		Fair
December 31, 2021 (in thousands)	Cost		Gains		Losses		Credit Losses		Value

U.S. Treasury securities and U.S. Government agencies	$	239,880	$	473	$	(2,894)	$	—	$	237,459
Private label mortgage-backed security		1,418		1,313		—		—		2,731
Mortgage-backed securities - residential		207,697		3,525		(473)		—		210,749
Collateralized mortgage obligations		29,947		377		(30)		—		30,294
Corporate bonds		10,000		46		—		—		10,046
Trust preferred security		3,684		163		—		—		3,847
Total available-for-sale debt securities	$	492,626	$	5,897	$	(3,397)	$	—	$	495,126

Held-to-Maturity Debt Securities

The following tables summarize the amortized cost, fair value, and ACLS of HTM debt securities and the corresponding amounts of related gross unrecognized gains and losses:


			Gross		Gross				Allowance
	Amortized		Unrecognized		Unrecognized		Fair		for
September 30, 2022 (in thousands)	Cost		Gains		Losses		Value		Credit Losses

Mortgage-backed securities - residential	$	28	$	—	$	—	$	28	$	—
Collateralized mortgage obligations		7,514		60		(18)		7,556		—
Corporate bonds		24,971		1		(58)		24,914		(10)
Obligations of state and political subdivisions		125		—		(2)		123		—
Total held-to-maturity debt securities	$	32,638	$	61	$	(78)	$	32,621	$	(10)


			Gross		Gross				Allowance
	Amortized		Unrecognized		Unrecognized		Fair		for
December 31, 2021 (in thousands)	Cost		Gains		Losses		Value		Credit Losses

Mortgage-backed securities - residential	$	46	$	—	$	—	$	46	$	—
Collateralized mortgage obligations		9,080		158		—		9,238		—
Corporate bonds		34,975		263		(6)		35,232		(47)
Obligations of state and political subdivisions		245		3		—		248		—
Total held-to-maturity debt securities	$	44,346	$	424	$	(6)	$	44,764	$	(47)

Sales of Available-for-Sale Debt Securities

During the three and nine months ended September 30, 2022 and 2021, there were no material gains or losses on sales or calls of AFS debt securities.

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Debt Securities by Contractual Maturity

The amortized cost and fair value of debt securities by contractual maturity as of September 30, 2022 follow. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are detailed separately.


	Available-for-Sale				Held-to-Maturity
	Debt Securities				Debt Securities
	Amortized		Fair		Amortized		Fair
September 30, 2022 (in thousands)	Cost		Value		Cost		Value

Due in one year or less	$	51,801	$	51,291	$	125	$	124
Due from one year to five years		394,486		369,142		24,971		24,913
Due from five years to ten years		—		—		—		—
Due beyond ten years		3,726		3,910		—		—
Private label mortgage-backed security		961		2,284		—		—
Mortgage-backed securities - residential		199,692		180,404		28		28
Collateralized mortgage obligations		23,663		22,916		7,514		7,556
Total debt securities	$	674,329	$	629,947	$	32,638	$	32,621

Unrealized-Loss Analysis on Debt Securities

The following tables summarize AFS debt securities in an unrealized loss position for which an ACLS had not been recorded as of September 30, 2022 and December 31, 2021, aggregated by investment category and length of time in a continuous unrealized loss position:


	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
September 30, 2022 (in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses

Available-for-sale debt securities:
U.S. Treasury securities and U.S. Government agencies	$	266,165	$	(10,276)	$	144,296	$	(15,576)	$	410,461	$	(25,852)
Mortgage-backed securities - residential		162,445		(16,808)		14,420		(2,521)		176,865		(19,329)
Collateralized mortgage obligations		18,645		(786)		—		—		18,645		(786)
Corporate bonds		9,998		(2)		—		—		9,998		(2)
Total available-for-sale debt securities	$	457,253	$	(27,872)	$	158,716	$	(18,097)	$	615,969	$	(45,969)


	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
December 31, 2021 (in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses

Available-for-sale debt securities:
U.S. Treasury securities and U.S. Government agencies	$	177,138	$	(2,622)	$	9,728	$	(272)	$	186,866	$	(2,894)
Mortgage-backed securities - residential		84,937		(473)		—		—		84,937		(473)
Collateralized mortgage obligations		4,495		(30)		—		—		4,495		(30)
Total available-for-sale debt securities	$	266,570	$	(3,125)	$	9,728	$	(272)	$	276,298	$	(3,397)

As of September 30, 2022, the Bank’s security portfolio consisted of 181 securities, 149 of which were in an unrealized loss position.

As of December 31, 2021, the Bank’s security portfolio consisted of 173 securities, 29 of which were in an unrealized loss position.

As of September 30, 2022 and December 31, 2021, there were no holdings of debt securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.

Private Label Mortgage-Backed Security

The Bank owns one private label mortgage-backed security with a total carrying value of $2.3 million as of September 30, 2022. This security is mostly backed by “Alternative A” first-lien mortgage loans, but also has an insurance “wrap” or guarantee as an added layer of protection to the security holder. This asset is illiquid, and as such, the Bank determined it to be a Level 3 security in accordance with ASC Topic 820, Fair Value Measurement. Based on this determination, the Bank utilized an income valuation model (“present value model”) approach in determining the fair value of the security. This approach is beneficial for positions that are not traded in active markets or are subject to transfer restrictions, and/or where valuations are adjusted to reflect illiquidity and/or non-

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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.

Mortgage-Backed Securities and Collateralized Mortgage Obligations

As of September 30, 2022, with the exception of the $2.3 million private label mortgage-backed security, all other mortgage-backed securities and CMOs held by the Bank were issued by U.S. government-sponsored entities and agencies, primarily the FHLMC and FNMA. As of September 30, 2022 and December 31, 2021, there were gross unrealized losses of $20.1 million and $503,000 related to AFS mortgage-backed securities and CMOs. Because these unrealized losses are attributable to changes in interest rates and illiquidity, and not credit quality, and because the Bank does not have the intent to sell these securities, and it is likely that it will not be required to sell the securities before their anticipated recovery, management does not consider these securities to have OTTI.

Trust Preferred Security

During 2015, the Parent Company purchased a $3 million floating rate TRUP at a price of 68% of par. The coupon on this security is based on the 3-month 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.

Rollforward of the Allowance for Credit Losses on Debt Securities

The table below presents a roll-forward for the three months ended September 30, 2022 and 2021 of the ACLS on AFS and HTM debt securities:


	ACLS Rollforward
	Three Months Ended September 30,
	2022										2021
	Beginning				Charge-				Ending			Beginning				Charge-				Ending
(in thousands)	Balance		Provision		offs		Recoveries		Balance			Balance		Provision		offs		Recoveries		Balance

Available-for-Sale Securities:
Corporate Bonds	$	30	$	(30)	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—
Held-to-Maturity Securities:
Corporate Bonds		50		(40)		—		—		10			56		(2)		—		—		54

Total	$	80	$	(70)	$	—	$	—	$	10		$	56	$	(2)	$	—	$	—	$	54


	ACLS Rollforward
	Nine Months Ended September 30,
	2022										2021
	Beginning				Charge-				Ending		Beginning				Charge-				Ending
(in thousands)	Balance		Provision		offs		Recoveries		Balance		Balance		Provision		offs		Recoveries		Balance

Available-for-Sale Securities:
Corporate Bonds	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Held-to-Maturity Securities:
Corporate Bonds		47		(37)		—		—		10		178		(124)		—		—		54

Total	$	47	$	(37)	$	—	$	—	$	10	$	178	$	(124)	$	—	$	—	$	54

The Company decreased the ACLS on its AFS and HTM corporate bonds during the three and nine months ended September 30, 2022 based on decreased PD and LGD estimates on these bonds.

There were no HTM debt securities on nonaccrual or past due over 89 days as of September 30, 2022 and December 31, 2021. All of the Company’s HTM corporate bonds were rated investment grade as of September 30, 2022 and December 31, 2021.

There were no HTM debt securities considered collateral dependent as of September 30, 2022 and December 31, 2021.

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Accrued interest on AFS debt securities is presented as a component of other assets on the Company’s balance sheet and is excluded from the ACLS. Accrued interest on AFS debt securities totaled $2 million and $1 million as of September 30, 2022 and December 31, 2021. Accrued interest receivable on HTM debt securities totaled $187,000 and $89,000 as of September 30, 2022 and December 31, 2021.

Pledged Debt Securities

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


(in thousands)	September 30, 2022		December 31, 2021

Carrying amount	$	262,392	$	319,650
Fair value		262,392		319,808

Equity Securities

The carrying value, gross unrealized gains and losses, and fair value of equity securities with readily determinable fair values were as follows:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
September 30, 2022 (in thousands)	Cost		Gains		Losses		Value

Freddie Mac preferred stock	$	—	$	175	$	—	$	175
Total equity securities with readily determinable fair values	$	—	$	175	$	—	$	175


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
December 31, 2021 (in thousands)	Cost		Gains		Losses		Value

Freddie Mac preferred stock	$	—	$	170	$	—	$	170
Community Reinvestment Act mutual fund		2,500		—		(50)		2,450
Total equity securities with readily determinable fair values	$	2,500	$	170	$	(50)	$	2,620

For equity securities with readily determinable fair values, the gross realized and unrealized gains and losses recognized in the Company’s consolidated statements of income were as follows:


	Gains (Losses) Recognized on Equity Securities
	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
(in thousands)	Realized		Unrealized		Total		Realized		Unrealized		Total

Freddie Mac preferred stock	$	—	$	(14)	$	(14)	$	—	$	(13)	$	(13)
Community Reinvestment Act mutual fund		—		—		—		—		(9)		(9)
Total equity securities with readily determinable fair value	$	—	$	(14)	$	(14)	$	—	$	(22)	$	(22)


	Gains (Losses) Recognized on Equity Securities
	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
(in thousands)	Realized		Unrealized		Total		Realized		Unrealized		Total

Freddie Mac preferred stock	$	—	$	5	$	5	$	—	$	(458)	$	(458)
Community Reinvestment Act mutual fund		(209)		—		(209)		—		(47)		(47)
Total equity securities with readily determinable fair value	$	(209)	$	5	$	(204)	$	—	$	(505)	$	(505)

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3. LOANS HELD FOR SALE

In the ordinary course of business, the Bank originates for sale mortgage loans and consumer loans. Mortgage loans originated for sale are primarily originated and sold into the secondary market through the Bank’s Mortgage Banking segment, while consumer loans originated for sale are originated and sold through the RCS segment.

Mortgage Loans Held for Sale, at Fair Value

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

Consumer Loans Held for Sale, at Fair Value

In December 2019, the Bank began offering RCS installment loans with terms ranging from 12 to 60 months to borrowers in multiple states. Balances originated under this RCS installment loan program are carried as “held for sale” on the Bank’s balance sheet, with the intent to sell generally within sixteen days following the Bank’s origination of the loans. Loans originated under this RCS installment loan program are carried at fair value under a fair-value option, with the portfolio marked to market monthly.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Balance, beginning of period	$	17,459	$	13,020	$	19,747	$	3,298
Origination of consumer loans held for sale		85,172		67,526		280,608		136,222
Proceeds from the sale of consumer loans held for sale		(96,169)		(71,427)		(297,253)		(132,330)
Net gain on sale of consumer loans held for sale		2,334		1,660		5,694		3,589
Balance, end of period	$	8,796	$	10,779	$	8,796	$	10,779

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

RCS originates for sale 90% to 95% of the balances from its line-of-credit products and 100% for some of its healthcare receivables products. Ordinary gains or losses on the sale of these RCS products are reported as a component of “Program fees.”

Activity for consumer loans held for sale and carried at the lower of cost or market value was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Balance, beginning of period	$	13,777	$	11,412	$	2,937	$	1,478
Origination of consumer loans held for sale		206,959		189,492		539,519		424,840
Proceeds from the sale of consumer loans held for sale		(209,924)		(199,036)		(534,549)		(426,642)
Net gain on sale of consumer loans held for sale		1,867		2,108		4,772		4,300
Balance, end of period	$	12,679	$	3,976	$	12,679	$	3,976

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4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The composition of the loan portfolio follows:


(in thousands)	September 30, 2022		December 31, 2021

Traditional Banking:
Residential real estate:
Owner occupied	$	863,899	$	820,731
Nonowner occupied		321,037		306,323
Commercial real estate		1,571,593		1,456,009
Construction & land development		147,418		129,337
Commercial & industrial		404,971		340,363
Paycheck Protection Program		7,855		56,014
Lease financing receivables		11,333		8,637
Aircraft		166,313		142,894
Home equity		229,038		210,578
Consumer:
Credit cards		14,897		14,510
Overdrafts		723		683
Automobile loans		7,890		14,448
Other consumer		973		1,432
Total Traditional Banking		3,747,940		3,501,959
Warehouse lines of credit*		442,238		850,550
Total Core Banking		4,190,178		4,352,509

*Republic Processing Group:**
Tax Refund Solutions:
Easy Advances		—		—
Other TRS loans		295		50,987
Republic Credit Solutions		98,977		93,066
Total Republic Processing Group		99,272		144,053

Total loans**		4,289,450		4,496,562
Allowance for credit losses		(64,919)		(64,577)

Total loans, net	$	4,224,531	$	4,431,985

*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:


(in thousands)	September 30, 2022		December 31, 2021

Contractually receivable	$	4,292,481	$	4,498,671
Unearned income		(782)		(542)
Unamortized premiums		101		116
Unaccreted discounts		(533)		(641)
PPP net unamortized deferred origination (fees) and costs		(151)		(1,203)
Other net unamortized deferred origination (fees) and costs		(1,666)		161
Carrying value of loans	$	4,289,450	$	4,496,562

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Paycheck Protection Program

The CARES Act was enacted in March 2020 and provided for the SBA’s PPP, which allowed the Bank to lend to its qualifying small business clients to assist them in their efforts to meet their cashflow needs during the COVID pandemic. The Economic Aid Act was enacted in December 2020 and provided for a second round of PPP loans. PPP loans are fully backed by the SBA and may be entirely forgiven if the loan client uses loan funds for qualifying reasons. As of September 30, 2022, net PPP loans of $8 million remained on the Traditional Bank’s balance sheet compared to $56 million as of December 31, 2021. PPP fees recognized by the Company for the first nine months of 2022 and 2021 were $1.3 million and $16.9 million.

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Credit Quality Indicators

The following tables include loans by segment, risk category, and, for non-revolving loans, origination year. Loan segments and risk categories as of September 30, 2022 remain unchanged from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Regarding origination year, loan extensions and renewals are generally considered originated in the year extended or renewed unless the loan is classified as a TDR. Loan extensions and renewals classified as TDRs generally receive no change in origination date upon extension or renewal.


											Revolving Loans		Revolving Loans
(in thousands)	Term Loans Amortized Cost Basis by Origination Year										Amortized		Converted
As of September 30, 2022	2022		2021		2020		2019		Prior		Cost Basis		to Term		Total

Residential real estate owner occupied:
Risk Rating
Pass or not rated	$	159,832	$	193,689	$	194,203	$	74,702	$	218,545	$	—	$	—	$	840,971
Special Mention		—		288		—		—		7,481		—		—		7,769
Substandard		760		763		1,378		1,629		10,629		—		—		15,159
Doubtful		—		—		—		—		—		—		—		—
Total	$	160,592	$	194,740	$	195,581	$	76,331	$	236,655	$	—	$	—	$	863,899

Residential real estate nonowner occupied:
Risk Rating
Pass or not rated	$	65,818	$	95,597	$	56,504	$	34,017	$	63,577	$	—	$	5,364	$	320,877
Special Mention		—		—		—		—		34		—		—		34
Substandard		—		34		—		—		92		—		—		126
Doubtful		—		—		—		—		—		—		—		—
Total	$	65,818	$	95,631	$	56,504	$	34,017	$	63,703	$	—	$	5,364	$	321,037

Commercial real estate:
Risk Rating
Pass or not rated	$	304,650	$	447,618	$	227,149	$	130,962	$	285,661	$	22,845	$	103,638	$	1,522,523
Special Mention		1,320		12,721		—		22,784		11,247		151		—		48,223
Substandard		—		—		—		—		847		—		—		847
Doubtful		—		—		—		—		—		—		—		—
Total	$	305,970	$	460,339	$	227,149	$	153,746	$	297,755	$	22,996	$	103,638	$	1,571,593

Construction and land development:
Risk Rating
Pass or not rated	$	68,101	$	75,079	$	1,214	$	653	$	612	$	1,759	$	—	$	147,418
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	68,101	$	75,079	$	1,214	$	653	$	612	$	1,759	$	—	$	147,418

Commercial and industrial:
Risk Rating
Pass or not rated	$	96,129	$	84,119	$	23,230	$	39,763	$	45,104	$	96,756	$	2,713	$	387,814
Special Mention		564		13,572		—		645		1,888		300		—		16,969
Substandard		—		—		—		91		97		—		—		188
Doubtful		—		—		—		—		—		—		—		—
Total	$	96,693	$	97,691	$	23,230	$	40,499	$	47,089	$	97,056	$	2,713	$	404,971

Paycheck Protection Program:
Risk Rating
Pass or not rated	$	—	$	5,915	$	1,940	$	—	$	—	$	—	$	—	$	7,855
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	—	$	5,915	$	1,940	$	—	$	—	$	—	$	—	$	7,855

Lease financing receivables:
Risk Rating
Pass or not rated	$	5,343	$	2,201	$	512	$	1,773	$	1,504	$	—	$	—	$	11,333
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	5,343	$	2,201	$	512	$	1,773	$	1,504	$	—	$	—	$	11,333

Aircraft:
Risk Rating
Pass or not rated	$	46,255	$	57,010	$	36,777	$	18,293	$	7,763	$	—	$	—	$	166,098
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		215		—		—		215
Doubtful		—		—		—		—		—		—		—		—
Total	$	46,255	$	57,010	$	36,777	$	18,293	$	7,978	$	—	$	—	$	166,313

Home equity:
Risk Rating
Pass or not rated	$	—	$	—	$	—	$	—	$	—	$	227,274	$	—	$	227,274
Special Mention		—		—		—		—		—		365		—		365
Substandard		—		—		—		—		—		1,399		—		1,399
Doubtful		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	229,038	$	—	$	229,038

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											Revolving Loans		Revolving Loans
(in thousands)	Term Loans Amortized Cost Basis by Origination Year (Continued)										Amortized		Converted
As of September 30, 2022	2022		2021		2020		2019		Prior		Cost Basis		to Term		Total

Consumer:
Risk Rating
Pass or not rated	$	505	$	541	$	218	$	2,961	$	5,194	$	14,995	$	—	$	24,414
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		19		50		—		—		69
Doubtful		—		—		—		—		—		—		—		—
Total	$	505	$	541	$	218	$	2,980	$	5,244	$	14,995	$	—	$	24,483

Warehouse:
Risk Rating
Pass or not rated	$	—	$	—	$	—	$	—	$	—	$	442,238	$	—	$	442,238
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	442,238	$	—	$	442,238

TRS:
Risk Rating
Pass or not rated	$	—	$	—	$	—	$	—	$	—	$	295	$	—	$	295
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	295	$	—	$	295

RCS:
Risk Rating
Pass or not rated	$	11,116	$	2,870	$	1,558	$	709	$	29,360	$	52,927	$	—	$	98,540
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		437		—		437
Doubtful		—		—		—		—		—		—		—		—
Total	$	11,116	$	2,870	$	1,558	$	709	$	29,360	$	53,364	$	—	$	98,977

Grand Total:
Risk Rating
Pass or not rated	$	757,749	$	964,639	$	543,305	$	303,833	$	657,320	$	859,089	$	111,715	$	4,197,650
Special Mention		1,884		26,581		—		23,429		20,650		816		—		73,360
Substandard		760		797		1,378		1,739		11,930		1,836		—		18,440
Doubtful		—		—		—		—		—		—		—		—
Grand Total	$	760,393	$	992,017	$	544,683	$	329,001	$	689,900	$	861,741	$	111,715	$	4,289,450


											Revolving Loans		Revolving Loans
(in thousands)	Term Loans Amortized Cost Basis by Origination Year										Amortized		Converted
As of December 31, 2021	2021		2020		2019		2018		Prior		Cost Basis		to Term		Total

Residential real estate owner occupied:
Risk Rating
Pass or not rated	$	218,981	$	213,010	$	89,186	$	50,301	$	226,852	$	—	$	—	$	798,330
Special Mention		301		—		—		33		8,209		—		—		8,543
Substandard		45		870		679		1,189		11,075		—		—		13,858
Doubtful		—		—		—		—		—		—		—		—
Total	$	219,327	$	213,880	$	89,865	$	51,523	$	246,136	$	—	$	—	$	820,731

Residential real estate nonowner occupied:
Risk Rating
Pass or not rated	$	107,041	$	65,786	$	44,376	$	29,292	$	55,872	$	—	$	3,729	$	306,096
Special Mention		—		—		—		—		132		—		—		132
Substandard		—		—		—		—		95		—		—		95
Doubtful		—		—		—		—		—		—		—		—
Total	$	107,041	$	65,786	$	44,376	$	29,292	$	56,099	$	—	$	3,729	$	306,323

Commercial real estate:
Risk Rating
Pass or not rated	$	472,095	$	256,039	$	153,224	$	94,212	$	286,223	$	25,188	$	80,211	$	1,367,192
Special Mention		20,059		2,399		29,639		11,207		18,778		—		—		82,082
Substandard		—		111		266		2,453		3,905		—		—		6,735
Doubtful		—		—		—		—		—		—		—		—
Total	$	492,154	$	258,549	$	183,129	$	107,872	$	308,906	$	25,188	$	80,211	$	1,456,009

Construction and land development:
Risk Rating
Pass or not rated	$	88,743	$	30,593	$	2,599	$	1,155	$	128	$	1,925	$	—	$	125,143
Special Mention		—		524		3,670		—		—		—		—		4,194
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	88,743	$	31,117	$	6,269	$	1,155	$	128	$	1,925	$	—	$	129,337

Commercial and industrial:
Risk Rating
Pass or not rated	$	105,148	$	34,361	$	54,524	$	18,110	$	44,972	$	60,454	$	2,541	$	320,110
Special Mention		15,015		1,921		785		34		1,956		350		—		20,061
Substandard		—		13		179		—		—		—		—		192
Doubtful		—		—		—		—		—		—		—		—
Total	$	120,163	$	36,295	$	55,488	$	18,144	$	46,928	$	60,804	$	2,541	$	340,363

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											Revolving Loans		Revolving Loans
(in thousands)	Term Loans Amortized Cost Basis by Origination Year (Continued)										Amortized		Converted
As of December 31, 2021	2021		2020		2019		2018		Prior		Cost Basis		to Term		Total

Paycheck Protection Program:
Risk Rating
Pass or not rated	$	40,607	$	15,407	$	—	$	—	$	—	$	—	$	—	$	56,014
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	40,607	$	15,407	$	—	$	—	$	—	$	—	$	—	$	56,014

Lease financing receivables:
Risk Rating
Pass or not rated	$	2,638	$	839	$	2,641	$	1,264	$	1,255	$	—	$	—	$	8,637
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	2,638	$	839	$	2,641	$	1,264	$	1,255	$	—	$	—	$	8,637

Aircraft:
Risk Rating
Pass or not rated	$	65,886	$	43,301	$	22,933	$	9,119	$	1,655	$	—	$	—	$	142,894
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	65,886	$	43,301	$	22,933	$	9,119	$	1,655	$	—	$	—	$	142,894

Home equity:
Risk Rating
Pass or not rated	$	—	$	—	$	—	$	—	$	—	$	208,429	$	—	$	208,429
Special Mention		—		—		—		—		—		279		—		279
Substandard		—		—		—		—		—		1,870		—		1,870
Doubtful		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	210,578	$	—	$	210,578
Consumer:
Risk Rating
Pass or not rated	$	978	$	417	$	4,694	$	4,326	$	5,768	$	14,613	$	—	$	30,796
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		22		61		194		—		—		277
Doubtful		—		—		—		—		—		—		—		—
Total	$	978	$	417	$	4,716	$	4,387	$	5,962	$	14,613	$	—	$	31,073

Warehouse:
Risk Rating
Pass or not rated	$	—	$	—	$	—	$	—	$	—	$	850,550	$	—	$	850,550
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	850,550	$	—	$	850,550

TRS:
Risk Rating
Pass or not rated	$	—	$	—	$	—	$	—	$	—	$	50,987	$	—	$	50,987
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	50,987	$	—	$	50,987

RCS:
Risk Rating
Pass or not rated	$	5,524	$	3,409	$	1,642	$	869	$	3,699	$	77,544	$	—	$	92,687
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		379		—		379
Doubtful		—		—		—		—		—		—		—		—
Total	$	5,524	$	3,409	$	1,642	$	869	$	3,699	$	77,923	$	—	$	93,066

Grand Total:
Risk Rating
Pass or not rated	$	1,107,641	$	663,162	$	375,819	$	208,648	$	626,424	$	1,289,690	$	86,481	$	4,357,865
Special Mention		35,375		4,844		34,094		11,274		29,075		629		—		115,291
Substandard		45		994		1,146		3,703		15,269		2,249		—		23,406
Doubtful		—		—		—		—		—		—		—		—
Grand Total	$	1,143,061	$	669,000	$	411,059	$	223,625	$	670,768	$	1,292,568	$	86,481	$	4,496,562

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Allowance for Credit Losses on Loans

The following table presents the activity in the ACLL by portfolio class:


	ACLL Rollforward
	Three Months Ended September 30,
	2022										2021
	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	$	8,445	$	(3)	$	—	$	24	$	8,466	$	8,977	$	(677)	$	—	$	329	$	8,629
Nonowner occupied		2,733		63		—		—		2,796		2,551		47		—		—		2,598
Commercial real estate		24,341		(1,413)		—		275		23,203		23,307		286		—		3		23,596
Construction & land development		3,591		331		—		—		3,922		3,299		376		—		—		3,675
Commercial & industrial		3,768		82		—		124		3,974		4,117		(139)		(35)		16		3,959
Paycheck Protection Program		—		—		—		—		—		—		—		—		—		—
Lease financing receivables		119		—		—		—		119		97		2		—		—		99
Aircraft		400		16		—		—		416		303		23		—		—		326
Home equity		4,113		279		—		7		4,399		4,305		(63)		—		5		4,247
Consumer:
Credit cards		994		(41)		(27)		33		959		949		22		(40)		20		951
Overdrafts		901		57		(288)		53		723		717		143		(195)		88		753
Automobile loans		122		(30)		—		9		101		273		(34)		(19)		6		226
Other consumer		200		(24)		(38)		15		153		467		(28)		(25)		14		428
Total Traditional Banking		49,727		(683)		(353)		540		49,231		49,362		(42)		(314)		481		49,487
Warehouse lines of credit		1,491		(386)		—		—		1,105		2,100		(223)		—		—		1,877
Total Core Banking		51,218		(1,069)		(353)		540		50,336		51,462		(265)		(314)		481		51,364

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		—		(1,296)		—		1,296		—		—		(2,242)		—		2,242		—
Other TRS loans		—		—		—		—		—		—		(19)		—		19		—
Republic Credit Solutions		13,231		4,008		(2,922)		266		14,583		8,829		3,820		(1,064)		75		11,660
Total Republic Processing Group		13,231		2,712		(2,922)		1,562		14,583		8,829		1,559		(1,064)		2,336		11,660

Total	$	64,449	$	1,643	$	(3,275)	$	2,102	$	64,919	$	60,291	$	1,294	$	(1,378)	$	2,817	$	63,024

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	ACLL Rollforward
	Nine Months Ended September 30,
	2022										2021
	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	$	8,647	$	(272)	$	—	$	91	$	8,466	$	9,715	$	(1,461)	$	—	$	375	$	8,629
Nonowner occupied		2,700		94		—		2		2,796		2,466		131		—		1		2,598
Commercial real estate		23,769		(843)		—		277		23,203		23,606		336		(428)		82		23,596
Construction & land development		4,128		(206)		—		—		3,922		3,274		401		—		—		3,675
Commercial & industrial		3,487		346		—		141		3,974		2,797		1,170		(35)		27		3,959
Paycheck Protection Program		—		—		—		—		—		—		—		—		—		—
Lease financing receivables		91		28		—		—		119		106		(7)		—		—		99
Aircraft		357		59		—		—		416		253		73		—		—		326
Home equity		4,111		169		—		119		4,399		4,990		(789)		—		46		4,247
Consumer:
Credit cards		934		50		(97)		72		959		929		108		(130)		44		951
Overdrafts		683		560		(696)		176		723		587		351		(444)		259		753
Automobile loans		186		(98)		—		13		101		399		(178)		(19)		24		226
Other consumer		314		(137)		(68)		44		153		577		(137)		(56)		44		428
Total Traditional Banking		49,407		(250)		(861)		935		49,231		49,699		(2)		(1,112)		902		49,487
Warehouse lines of credit		2,126		(1,021)		—		—		1,105		2,407		(530)		—		—		1,877
Total Core Banking		51,533		(1,271)		(861)		935		50,336		52,106		(532)		(1,112)		902		51,364

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		—		7,583		(11,505)		3,922		—		—		7,984		(10,226)		2,242		—
Other TRS loans		96		(607)		(154)		665		—		158		(134)		(21)		(3)		—
Republic Credit Solutions		12,948		8,836		(8,005)		804		14,583		8,803		5,037		(2,427)		247		11,660
Total Republic Processing Group		13,044		15,812		(19,664)		5,391		14,583		8,961		12,887		(12,674)		2,486		11,660

Total	$	64,577	$	14,541	$	(20,525)	$	6,326	$	64,919	$	61,067	$	12,355	$	(13,786)	$	3,388	$	63,024

The cumulative loss rate used as the basis for the estimate of the Company’s ACLL as of September 30, 2022 was primarily based on a static pool analysis of each of the Company’s loan pools using the Company’s loss experience from 2013 through 2022, supplemented by qualitative factor adjustments for current and forecasted conditions. The Company employs one-year forecasts of unemployment and CRE values within its ACLL model, with reversion to long-term averages following the forecasted period. The cumulative loss rate within the Company’s ACLL also includes estimated losses based on an individual evaluation of loans which are either collateral dependent or which do not share risk characteristics with pooled loans, e.g., TDRs.

For its CRE loan pool, the Company employed a one-year forecast of CRE vacancy rates through March 31, 2021 but discontinued use of this forecast during the second quarter of 2021 in favor of a one-year forecast of general CRE values. This change in forecast method had no material impact on the Company’s ACLL.

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Nonperforming Loans and Nonperforming Assets

Detail of nonperforming loans, nonperforming assets, and select credit quality ratios follows:


(dollars in thousands)	September 30, 2022			December 31, 2021

Loans on nonaccrual status*	$	16,322		$	20,504
Loans past due 90-days-or-more and still on accrual**		37			48
Total nonperforming loans		16,359			20,552
Other real estate owned		1,634			1,792
Total nonperforming assets	$	17,993		$	22,344

Credit Quality Ratios - Total Company:

Nonperforming loans to total loans		0.38	%		0.46	%
Nonperforming assets to total loans (including OREO)		0.42			0.50
Nonperforming assets to total assets		0.30			0.37

Credit Quality Ratios - Core Bank:

Nonperforming loans to total loans		0.39	%		0.47	%
Nonperforming assets to total loans (including OREO)		0.43			0.51
Nonperforming assets to total assets		0.33			0.40

*	Loans on nonaccrual status include collateral-dependent loans.

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

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The following tables present the recorded investment in nonaccrual loans and loans past due 90-days-or-more and still on accrual by class of loans:


					Past Due 90-Days-or-More
	Nonaccrual				and Still Accruing Interest*
(in thousands)	September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021

Traditional Banking:
Residential real estate:
Owner occupied	$	13,604	$	12,039	$	—	$	—
Nonowner occupied		125		95		—		—
Commercial real estate		1,051		6,557		—		—
Construction & land development		—		—		—		—
Commercial & industrial		—		13		—		—
Paycheck Protection Program		—		—		—		—
Lease financing receivables		—		—		—		—
Aircraft		—		—		—		—
Home equity		1,291		1,700		—		—
Consumer:
Credit cards		—		—		—		—
Overdrafts		—		—		—		1
Automobile loans		35		97		—		—
Other consumer		216		3		—		—
Total Traditional Banking		16,322		20,504		—		1
Warehouse lines of credit		—		—		—		—
Total Core Banking		16,322		20,504		—		1

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		—		—		—		—
Other TRS loans		—		—		—		—
Republic Credit Solutions		—		—		37		47
Total Republic Processing Group		—		—		37		47

Total	$	16,322	$	20,504	$	37	$	48

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


							Three Months Ended		Nine Months Ended
	As of September 30, 2022						September 30, 2022		September 30, 2022

	Nonaccrual		Nonaccrual		Total		Interest Income		Interest Income
	Loans with		Loans without		Nonaccrual		Recognized		Recognized
(in thousands)	ACLL		ACLL		Loans		on Nonaccrual Loans*		on Nonaccrual Loans*

Residential real estate:
Owner occupied	$	1,738	$	11,866	$	13,604	$	163	$	734
Nonowner occupied		62		63		125		1		1
Commercial real estate		1,051		—		1,051		680		1,325
Construction & land development		—		—		—		—		—
Commercial & industrial		—		—		—		—		—
Paycheck Protection Program		—		—		—		—		—
Lease financing receivables		—		—		—		—		—
Aircraft		—		—		—		—		—
Home equity		8		1,283		1,291		31		185
Consumer		19		232		251		4		12
Total	$	2,878	$	13,444	$	16,322	$	879	$	2,257

* Includes interest income for loans on nonaccrual as of the beginning of the period that were paid off during the period.

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							Three Months Ended		Nine Months Ended
	As of December 31, 2021						September 30, 2021		September 30, 2021

	Nonaccrual		Nonaccrual		Total		Interest Income		Interest Income
	Loans with		Loans without		Nonaccrual		Recognized		Recognized
(in thousands)	ACLL		ACLL		Loans		on Nonaccrual Loans*		on Nonaccrual Loans*

Residential real estate:
Owner occupied	$	1,944	$	10,095	$	12,039	$	225	$	672
Nonowner occupied		31		64		95		2		5
Commercial real estate		4,105		2,452		6,557		16		125
Construction & land development		—		—		—		—		—
Commercial & industrial		—		13		13		—		2
Paycheck Protection Program		—		—		—		—		—
Lease financing receivables		—		—		—		—		—
Aircraft		—		—		—		—		—
Home equity		—		1,700		1,700		19		121
Consumer		17		83		100		4		8
	$	6,097	$	14,407	$	20,504	$	266	$	933

* Includes interest income for loans on nonaccrual as of the beginning of the period that were paid off during the period.

Nonaccrual loans and loans past due 90-days-or-more and still on accrual include both smaller balance, primarily retail, homogeneous loans. Nonaccrual loans are typically returned to accrual status when all the principal and interest amounts contractually due are brought current and held current for six consecutive months and future contractual payments are reasonably assured. 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.

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
September 30, 2022	Days			Days			Days			Total			Total
(dollars in thousands)	Delinquent			Delinquent			Delinquent*			Delinquent**			Current		Total

Traditional Banking:
Residential real estate:
Owner occupied	$	1,373		$	1,512		$	876		$	3,761		$	860,138	$	863,899
Nonowner occupied		—			—			41			41			320,996		321,037
Commercial real estate		—			—			—			—			1,571,593		1,571,593
Construction & land development		—			—			—			—			147,418		147,418
Commercial & industrial		1			—			—			1			404,970		404,971
Paycheck Protection Program		—			—			—			—			7,855		7,855
Lease financing receivables		—			—			—			—			11,333		11,333
Aircraft		—			—			—			—			166,313		166,313
Home equity		—			—			315			315			228,723		229,038
Consumer:
Credit cards		23			10			—			33			14,864		14,897
Overdrafts		155			2			—			157			566		723
Automobile loans		18			31			4			53			7,837		7,890
Other consumer		5			1			1			7			966		973
Total Traditional Banking		1,575			1,556			1,237			4,368			3,743,572		3,747,940
Warehouse lines of credit		—			—			—			—			442,238		442,238
Total Core Banking		1,575			1,556			1,237			4,368			4,185,810		4,190,178

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		—			—			—			—			—		—
Other TRS loans		—			—			—			—			295		295
Republic Credit Solutions		5,809			1,676			37			7,522			91,455		98,977
Total Republic Processing Group		5,809			1,676			37			7,522			91,750		99,272

Total	$	7,384		$	3,232		$	1,274		$	11,890		$	4,277,560	$	4,289,450
Delinquency ratio***		0.17	%		0.08	%		0.03	%		0.28	%

* All loans past due 90-days-or-more, excluding small balance consumer loans, were on nonaccrual status.

** Delinquent status may be determined by either the number of days past due or number of payments past due.

*** Represents total loans 30-days-or-more past due by aging category divided by total loans.

Table of Contents


	30 - 59			60 - 89			90 or More
December 31, 2021	Days			Days			Days			Total			Total
(dollars in thousands)	Delinquent			Delinquent			Delinquent*			Delinquent**			Current		Total

Traditional Banking:
Residential real estate:
Owner occupied	$	606		$	383		$	610		$	1,599		$	819,132	$	820,731
Nonowner occupied		—			—			—			—			306,323		306,323
Commercial real estate		—			—			5,292			5,292			1,450,717		1,456,009
Construction & land development		—			—			—			—			129,337		129,337
Commercial & industrial		8			—			13			21			340,342		340,363
Paycheck Protection Program		—			—			—			—			56,014		56,014
Lease financing receivables		—			—			—			—			8,637		8,637
Aircraft		—			—			—			—			142,894		142,894
Home equity		38			35			241			314			210,264		210,578
Consumer:
Credit cards		19			11			—			30			14,480		14,510
Overdrafts		160			3			1			164			519		683
Automobile loans		—			—			9			9			14,439		14,448
Other consumer		1			—			—			1			1,431		1,432
Total Traditional Banking		832			432			6,166			7,430			3,494,529		3,501,959
Warehouse lines of credit		—			—			—			—			850,550		850,550
Total Core Banking		832			432			6,166			7,430			4,345,079		4,352,509

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		—			—			—			—			—		—
Other TRS loans		—			—			—			—			50,987		50,987
Republic Credit Solutions		5,010			978			47			6,035			87,031		93,066
Total Republic Processing Group		5,010			978			47			6,035			138,018		144,053

Total	$	5,842		$	1,410		$	6,213		$	13,465		$	4,483,097	$	4,496,562
Delinquency ratio***		0.13	%		0.03	%		0.14	%		0.30	%

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

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Collateral-Dependent Loans

The following table presents the amortized cost basis of collateral-dependent loans by class of loans:


	September 30, 2022				December 31, 2021
	Secured		Secured		Secured		Secured
	by Real		by Personal		by Real		by Personal
(in thousands)	Estate		Property		Estate		Property

Traditional Banking:
Residential real estate:
Owner occupied	$	17,702	$	—	$	14,798	$	—
Nonowner occupied		125		—		95		—
Commercial real estate		848		—		6,736		—
Construction & land development		—		—		—		—
Commercial & industrial		—		188		—		192
Paycheck Protection Program		—		—		—		—
Lease financing receivables		—		—		—		—
Aircraft		—		—		—		—
Home equity		1,505		—		1,976		—
Consumer		—		258		—		274
Total Traditional Banking	$	20,180	$	446	$	23,605	$	466

Collateral-dependent loans are generally secured by real estate or personal property. If there is insufficient collateral value to secure the Company’s recorded investment in these loans, they are charged down to collateral value less estimated selling costs, when selling costs are applicable. Selling costs range from 10% to 13%, with those percentages based on annual studies performed by the Company.

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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.

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. As of September 30, 2022 and December 31, 2021, $3 million and $6 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
September 30, 2022 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate	71	$	3,356	77	$	7,058	148	$	10,414
Commercial real estate	—		—	1		865	1		865
Commercial & industrial	—		—	1		1	1		1
Consumer	1		10	1,887		418	1,888		428
Total troubled debt restructurings	72	$	3,366	1,966	$	8,342	2,038	$	11,708


	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, 2021 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Residential real estate	63	$	3,179	89	$	7,856	152	$	11,035
Commercial real estate	2		2,575	2		1,239	4		3,814
Commercial & industrial	2		45	1		1	3		46
Consumer	1		12	2,269		479	2,270		491
Total troubled debt restructurings	68	$	5,811	2,361	$	9,575	2,429	$	15,386

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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 as of September 30, 2022 and December 31, 2021 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
September 30, 2022 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment

Residential real estate loans (including home equity loans):
Rate reduction	73	$	6,632	2	$	119	75	$	6,751
Principal deferral	6		552	1		157	7		709
Legal modification	57		2,639	9		315	66		2,954
Total residential TDRs	136		9,823	12		591	148		10,414

Commercial related and construction/land development loans:
Rate reduction	1		865	—		—	1		865
Principal deferral	1		1	—		—	1		1
Total commercial TDRs	2		866	—		—	2		866

Consumer loans:
Principal deferral	1,885		414	—		—	1,885		414
Legal modification	3		14	—		—	3		14
Total consumer TDRs	1,888		428	—		—	1,888		428

Total troubled debt restructurings	2,026	$	11,117	12	$	591	2,038	$	11,708


	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, 2021 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment

Residential real estate loans (including home equity loans):
Interest only payments	—		—	—		—	—	$	—
Rate reduction	82	$	7,461	4	$	303	86		7,764
Principal deferral	7		729	—		—	7		729
Legal modification	48		2,100	11		442	59		2,542
Total residential TDRs	137		10,290	15		745	152		11,035

Commercial related and construction/land development loans:
Interest only payments	—		—	—		—	—		—
Rate reduction	1		919	—		—	1		919
Principal deferral	5		477	1		2,464	6		2,941
Total commercial TDRs	6		1,396	1		2,464	7		3,860

Consumer loans:
Principal deferral	2,266		470	—		—	2,266		470
Legal modification	4		21	—		—	4		21
Total consumer TDRs	2,270		491	—		—	2,270		491

Total troubled debt restructurings	2,413	$	12,177	16	$	3,209	2,429	$	15,386

As of September 30, 2022 and December 31, 2021, 95% and 79% of the Bank’s TDR balances were performing according to their modified terms. The Bank had provided $804,000 and $2 million of specific ACLL allocations to clients whose loan terms have been modified in TDRs as of September 30, 2022 and December 31, 2021. The Bank had no commitments to lend any additional material amounts to its existing TDR relationships as of September 30, 2022 or December 31, 2021.

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A summary of the categories of TDR loan modifications by respective performance as of September 30, 2022 and 2021 that were modified during the three months ended September 30, 2022 and 2021 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
September 30, 2022 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment

Residential real estate loans (including home equity loans):
Legal modification	10	$	443	1	$	47	11	$	490
Total residential TDRs	10		443	1		47	11		490

Consumer loans:
Principal deferral	332		62	—		—	332		62
Total consumer TDRs	332		62	—		—	332		62

Total troubled debt restructurings	342	$	505	1	$	47	343	$	552


	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
September 30, 2021 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment

Residential real estate loans (including home equity loans):
Legal modification	3	$	142	1	$	14	4	$	156
Total residential TDRs	3		142	1		14	4		156

Consumer loans:
Principal deferral	124		13	—		—	124		13
Total consumer TDRs	124		13	—		—	124		13

Total troubled debt restructurings	127	$	155	1	$	14	128	$	169

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 September 30, 2022 and 2021, 91% and 92% of the Bank’s TDR balances that occurred during the third quarters of 2022 and 2021 were performing according to their modified terms. The Bank provided approximately $30,000 and $6,000 in specific ACLL allocations to clients whose loan terms were modified in TDRs during the third quarters of 2022 and 2021.

There was no significant change between the pre and post modification loan balances for the three months ending September 30, 2022 and 2021.

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A summary of the categories of TDR loan modifications by respective performance as of September 30, 2022 and 2021 that were modified during the nine months ended September 30, 2022 and 2021 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
September 30, 2022 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment

Residential real estate loans (including home equity loans):
Legal modification	17	$	954	1	$	47	18	$	1,001
Total residential TDRs	17		954	1		47	18		1,001

Consumer loans:
Principal deferral	605		109	—		—	605		109
Total consumer TDRs	605		109	—		—	605		109

Total troubled debt restructurings	622	$	1,063	1	$	47	623	$	1,110


	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
September 30, 2021 (dollars in thousands)	Loans	Investment		Loans	Investment		Loans	Investment

Residential real estate loans (including home equity loans):
Principal deferral	—	$	—	1	$	160	1		160
Legal modification	6		378	5		288	11		666
Total residential TDRs	6		378	6		448	12		826

Consumer loans:
Principal deferral	556		72	—		—	556		72
Legal modification	1		3	—		—	1		3
Total consumer TDRs	557		75	—		—	557		75

Total troubled debt restructurings	563	$	453	6	$	448	569	$	901

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 September 30, 2022 and 2021, 96% and 50% of the Bank’s TDR balances that occurred during the first nine months of 2022 and 2021 were performing according to their modified terms. The Bank provided approximately $53,000 and $38,000 in specific ACLL allocations to clients whose loan terms were modified in TDRs during the first nine months of 2022 and 2021.

There was no significant change between the pre and post modification loan balances for the nine months ending September 30, 2022 and 2021.

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The following table presents loans by class modified as troubled debt restructurings within the previous 12 months of September 30, 2022 and 2021 and for which there was a payment default during the three and/or nine months ended September 30, 2022 and 2021.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
		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	$	47	2	$	179	3	$	83	6	$	468
Commercial real estate	—		—	—		—	—		—	1		116
Home equity	—		—	1		14	1		10	1		14

Total	1	$	47	3	$	193	4	$	93	8	$	598

Foreclosures

The following table presents the carrying amount of foreclosed properties held as a result of the Bank obtaining physical possession of such properties:


(in thousands)	September 30, 2022		December 31, 2021

Commercial real estate	$	1,634	$	1,792

Total other real estate owned	$	1,634	$	1,792

The following table presents the recorded investment in consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to requirements of the applicable jurisdiction:


(in thousands)	September 30, 2022		December 31, 2021

Recorded investment in consumer residential real estate mortgage loans in the process of foreclosure	$	762	$	508

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Easy Advances

The Company’s TRS segment offered its EA product during the first two months of 2022 and 2021. During the first quarter of each year, the Company bases its estimated Provision for EAs on the current year’s EA delinquency information and prior years’ tax refund payment patterns subsequent to the first quarter. Unpaid EAs are charged-off by June 30^th of each year, with EAs collected during the second half of each year recorded as recoveries of previously charged-off loans, unless such collections are subject to guarantor reimbursement under a loan-loss guaranty.

Information regarding EAs follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(dollars in thousands)	2022		2021		2022			2021

Easy Advances originated	$	—	$	—	$	311,207		$	250,045
Net charge (credit) to the Provision for Easy Advances		(1,296)		(2,242)		7,583			7,984
Provision to total Easy Advances originated		NA		NA		2.44	%		3.19	%
Easy Advances net charge-offs (recoveries)	$	(1,296)	$	(2,242)	$	7,583		$	7,984
Easy Advances net charge-offs (recoveries) to total Easy Advances originated		NA		NA		2.44	%		3.19	%

5. DEPOSITS

The composition of the deposit portfolio follows:


(in thousands)	September 30, 2022		December 31, 2021

Core Bank:
Demand	$	1,398,760	$	1,381,522
Money market accounts		764,523		789,876
Savings		331,300		311,624
Individual retirement accounts (1)		40,658		43,724
Time deposits, $250 and over (1)		61,579		81,050
Other certificates of deposit (1)		135,836		154,174
Reciprocal money market and time deposits (1)		44,534		77,950
Total Core Bank interest-bearing deposits		2,777,190		2,839,920
Total Core Bank noninterest-bearing deposits		1,581,663		1,579,173
Total Core Bank deposits		4,358,853		4,419,093

Republic Processing Group:
Money market accounts		9,195		9,717
Total RPG interest-bearing deposits		9,195		9,717

Brokered prepaid card deposits		332,655		320,907
Other noninterest-bearing deposits		99,805		90,701
Total RPG noninterest-bearing deposits		432,460		411,608
Total RPG deposits		441,655		421,325

Total deposits	$	4,800,508	$	4,840,418

(1)	Includes time deposit.

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6. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER SHORT-TERM BORROWINGS

Securities sold under agreements to repurchase consist of short-term excess funds from correspondent banks, repurchase agreements, and overnight liabilities to deposit clients arising from the Bank’s treasury management program. While comparable to deposits in their transactional nature, these overnight liabilities to clients are in the form of repurchase agreements. Repurchase agreements collateralized by securities are treated as financings; accordingly, the securities involved with the agreements are recorded as assets and are held by a safekeeping agent and the obligations to repurchase the securities are reflected as liabilities. Should the fair value of currently pledged securities fall below the associated repurchase agreements, the Bank would be required to pledge additional securities. To mitigate the risk of under collateralization, the Bank typically pledges at least two percent more in securities than the associated repurchase agreements. All such securities are under the Bank’s control.

As of September 30, 2022 and December 31, 2021, all securities sold under agreements to repurchase had overnight maturities. Additional information regarding securities sold under agreements to repurchase and other short-term borrowings follows:


(dollars in thousands)	September 30, 2022			December 31, 2021

Outstanding balance at end of period	$	209,376		$	290,967
Weighted average interest rate at end of period		0.33	%		0.04	%

Fair value of securities pledged:
U.S. Treasury securities and U.S. Government agencies	$	230,798		$	108,813
Mortgage backed securities - residential		23,208			167,561
Collateralized mortgage obligations		—			33,441
Total securities pledged	$	254,006		$	309,815


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(dollars in thousands)	2022			2021			2022			2021

Average outstanding balance during the period	$	220,149		$	242,867		$	271,276		$	201,992
Average interest rate during the period		0.17	%		0.03	%		0.08	%		0.02	%
Maximum outstanding at any month end during the period	$	209,376		$	307,358		$	303,315		$	307,358

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7. RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

The Company records as operating lease liabilities the present value of its required minimum lease payments plus any amounts probable of being owed under a residual value guarantee. Offsetting these operating lease liabilities, the Company records right-of-use assets for the underlying leased property.

As of September 30, 2022, the Company was under 45 separate and distinct operating lease contracts to lease the land and/or buildings for 37 of its offices, with 12 such operating leases contracted with a related party of the Company. As of September 30, 2022, payments on 22 of the Company’s operating leases were considered variable because such payments were adjustable based on periodic changes in the Consumer Price Index.

The Company recorded two new third-party office leases, renewed one of its existing related-party leases, and extended six of its third-party leases during the first nine months of 2022, with a related total right-of-use asset value of $6 million connected to this 2022 activity.

The following table presents information concerning the Company’s operating lease expense recorded as a noninterest expense within the “Occupancy” category for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Operating lease expense:
Related Party:
Variable lease expense	$	1,101	$	1,224	$	3,635	$	3,662
Fixed lease expense		57		34		149		102
Third Party:
Variable lease expense		222		197		639		590
Fixed lease expense		346		337		1,040		1,021
Total operating lease expense	$	1,726	$	1,792	$	5,463	$	5,375

Other information concerning operating leases:
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,709	$	1,793	$	5,121	$	5,390
Cash paid for variable rent payments not included in measurement of operating lease liabilities		151		—		453		—
Short-term lease payments not included in the measurement of lease liabilities		—		—		—		—

The following table presents the weighted average remaining term and weighted average discount rate for the Company’s non-short-term operating leases as of September 30, 2022 and December 31, 2021:


	September 30, 2022			December 31, 2021

Weighted average remaining term in years		8.28			7.57
Weighted average discount rate		2.66	%		3.05	%

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The following table presents a maturity schedule of the Company’s operating lease liabilities based on undiscounted cash flows, and a reconciliation of those undiscounted cash flows to the operating lease liabilities recognized on the Company’s balance sheet as of September 30, 2022:


Year (dollars in thousands)	Related Party		Third Party		Total

2022	$	1,062	$	664	$	1,726
2023		4,274		2,522		6,796
2024		4,189		2,143		6,332
2025		4,053		1,609		5,662
2026		4,124		1,310		5,434
Thereafter		16,375		4,593		20,968
Total undiscounted cash flows	$	34,077	$	12,841	$	46,918
Discount applied to cash flows		(3,216)		(1,593)		(4,809)
Total discounted cash flows reported as operating lease liabilities	$	30,861	$	11,248	$	42,109

8. FEDERAL HOME LOAN BANK ADVANCES

FHLB advances were as follows:


(in thousands)	September 30, 2022		December 31, 2021

Overnight advances	$	—	$	25,000
Fixed interest rate advances		20,000		—
Total FHLB advances	$	20,000	$	25,000

Each FHLB advance is payable at its maturity date, with a prepayment penalty for fixed rate advances that are paid off earlier than maturity. FHLB advances are collateralized by a blanket pledge of eligible real estate loans. As of September 30, 2022 and December 31, 2021, Republic had available borrowing capacity of $940 million and $900 million, respectively, from the FHLB. In addition to its borrowing capacity with the FHLB, Republic also had unsecured lines of credit totaling $125 million available through various other financial institutions as of September 30, 2022 and December 31, 2021.

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

2022	$	—	—	%
2023		—	—
2024		—	—
2025		—	—
2026		—	—
2027		20,000	1.89
Total	$	20,000	1.89	%

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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:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(dollars in thousands)	2022			2021			2022			2021

Average outstanding balance during the period	$	—		$	25,000		$	5,641		$	30,037
Average interest rate during the period		—	%		0.10	%		0.15	%		0.15	%
Maximum outstanding at any month end during the period	$	—		$	25,000		$	25,000		$	25,000

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


(in thousands)	September 30, 2022		December 31, 2021

First lien, single family residential real estate	$	1,070,626	$	1,041,461
Home equity lines of credit		207,824		186,396

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9. OFF BALANCE SHEET RISKS, COMMITMENTS AND CONTINGENT LIABILITIES

COVID Pandemic

COVID was declared a pandemic by the World Health Organization on March 11, 2020. Since March 2020, jurisdictions within and outside the U.S. have imposed economic and social restrictions on the population, in general, and non-essential businesses to slow the spread of COVID. These restrictions, in combination with the public’s response to them, have disrupted supply chains and effectively suspended or curtailed economic activity for many industries across the U.S. and the world. Industries within the Company’s market footprint have been impacted by these supply chain disruptions as well as the corresponding inflationary pressures driven by them in combination with on-going governmental stimulus programs.

The future potential financial impact of the COVID pandemic is still unknown at this time. This pandemic and the public’s response to it could cause the Company to experience a material adverse impact on its business operations, asset valuations, financial condition, and results of operations. Material adverse impacts may include all or a combination of valuation impairments on the Company’s intangible assets, investments, loans, MSRs, deferred tax assets, or counterparty risk derivatives.

Commitments to Extend Credit

The Company, in the normal course of business, is party to financial instruments with off balance sheet risk. These financial instruments primarily include commitments to extend credit and standby letters of credit. The contract or notional amounts of these instruments reflect the potential future obligations of the Company pursuant to those financial instruments. Creditworthiness for all instruments is evaluated on a case-by-case basis in accordance with the Company’s credit policies. Collateral from the client may be required based on the Company’s credit evaluation of the client and may include business assets of commercial clients, as well as personal property and real estate of individual clients or guarantors.

The Company also extends binding commitments to clients and prospective clients. Such commitments assure a borrower of financing for a specified period of time at a specified rate. The risk to the Company under such loan commitments is limited by the terms of the contracts. For example, the Company may not be obligated to advance funds if the client’s financial condition deteriorates or if the client fails to meet specific covenants.

An approved but unfunded loan commitment represents a potential credit risk and a liquidity risk, since the Company’s client(s) may demand immediate cash that would require funding. In addition, unfunded loan commitments represent interest rate risk as market interest rates may rise above the rate committed to the Company’s client. Since a portion of these loan commitments normally expire unused, the total amount of outstanding commitments at any point in time may not require future funding.

The following table presents the Company’s commitments, exclusive of Mortgage Banking loan commitments, for each period ended:


(in thousands)	September 30, 2022		December 31, 2021

Unused warehouse lines of credit	$	739,723	$	565,950
Unused home equity lines of credit		395,240		348,681
Unused loan commitments - other		857,333		828,229
Standby letters of credit		10,373		11,305
FHLB letter of credit		643		643
Total commitments	$	2,003,312	$	1,754,808

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.

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The following tables present a rollforward of the ACLC for the three and nine months ended September 30, 2022 and 2021:


	ACLC Rollforward
	Three Months Ended
	2022										2021
	Beginning				Charge-				Ending		Beginning				Charge-				Ending
(in thousands)	Balance		Provision		offs		Recoveries		Balance		Balance		Provision		offs		Recoveries		Balance

Loan Commitments
Unused warehouse lines of credit	$	162	$	28	$	—	$	—	$	190	$	140	$	—	$	—	$	—	$	140
Unused home equity lines of credit		277		20		—		—		297		213		29		—		—		242
Unused loan commitments - other		661		32		—		—		693		581		(26)		—		—		555

Total	$	1,100	$	80	$	—	$	—	$	1,180	$	934	$	3	$	—	$	—	$	937


	ACLC Rollforward
	Nine Months Ended September 30,
	2022										2021
	Beginning				Charge-				Ending		Beginning				Charge-				Ending
(in thousands)	Balance		Provision		offs		Recoveries		Balance		Balance		Provision		offs		Recoveries		Balance

Loan Commitments
Unused warehouse lines of credit	$	154	$	36	$	—	$	—	$	190	$	79	$	61	$	—	$	—	$	140
Unused home equity lines of credit		247		50		—		—		297		173		69		—		—		242
Unused loan commitments - other		651		42		—		—		693		737		(182)		—		—		555

Total	$	1,052	$	128	$	—	$	—	$	1,180	$	989	$	(52)	$	—	$	—	$	937

The Company increased its ACLC during the three and nine months ended September 30, 2022 based primarily on an increase in total unused commitments.

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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 the fair value of each type of financial instrument:

Available-for-sale debt securities: Except for the Bank’s U.S. Treasury securities, its private label mortgage-backed security, and its TRUP investment, the fair value of AFS debt securities is typically determined by matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The Bank’s U.S. Treasury securities are based on quoted market prices (Level 1 inputs) and considered highly liquid.

The Bank’s private label mortgage-backed security remains illiquid, and as such, the Bank classifies this security as a Level 3 security in accordance with ASC Topic 820, Fair Value Measurement. Based on this determination, the Bank utilized an income valuation model (present value model) approach in determining the fair value of this security.

See in this section of the filing under Footnote 2 “Investment Securities” for additional discussion regarding the Bank’s private label mortgage-backed security.

For its TRUP investment, the Company considered the most recent bid price for the same instrument to approximate market value as of September 30, 2022. The Company’s TRUP investment is considered highly illiquid and also valued using Level 3 inputs, as the most recent bid price for this instrument is not always considered generally observable.

Equity securities with readily determinable fair value: Quoted market prices in an active market are available for the Bank’s Community Reinvestment Act mutual fund investment and fall within Level 1 of the fair value hierarchy.

The fair value of the Company’s Freddie Mac preferred stock is determined by matrix pricing, as described above (Level 2 inputs).

Mortgage loans held for sale, at fair value: The fair value of mortgage loans held for sale is determined using quoted secondary market prices. Mortgage loans held for sale are classified as Level 2 in the fair value hierarchy.

Consumer loans held for sale, at fair value: In December 2019, the Bank began offering RCS installment loans with terms ranging from 12 to 60 months to borrowers in multiple states. Balances originated under this RCS installment loan program are carried as “held for sale” on the Bank’s balance sheet, with the intent to sell within sixteen days following the Bank’s origination of the loans. Loans originated under this RCS installment loan program are carried at fair value under a fair-value option, with the portfolio marked to market monthly. Fair value for these loans is based on contractual sales terms, Level 3 inputs.

Consumer loans held for investment, at fair value: The Bank held an immaterial amount of consumer loans at fair value through a consumer loan program the Company is currently unwinding. The fair value of these loans was based on the discounted cash flows of the underlying loans, Level 3 inputs. Further disclosure of these loans is considered immaterial and thus omitted.

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Mortgage Banking derivatives: Mortgage Banking derivatives used in the ordinary course of business primarily consist of mandatory forward sales contracts (“forward contracts”) and interest rate lock loan commitments. The fair value of the Bank’s derivative instruments is primarily measured by obtaining pricing from broker-dealers recognized to be market participants. The pricing is derived from market observable inputs that can generally be verified and do not typically involve significant judgment by the Bank. Forward contracts and rate lock loan commitments are classified as Level 2 in the fair value hierarchy.

Interest rate swap agreements: Interest rate swaps are recorded at fair value on a recurring basis. The Company values its interest rate swaps using a third-party valuation service and classifies such valuations as Level 2. Valuations of these interest rate swaps are also received from the relevant dealer counterparty and validated against the Company’s calculations. The Company has considered counterparty credit risk in the valuation of its interest rate swap assets and has considered its own credit risk in the valuation of its interest rate swap liabilities.

Collateral-dependent loans: Collateral-dependent loans generally reflect partial charge-downs to their respective fair value, which is commonly based on recent real estate appraisals or BPOs. These appraisals or BPOs may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the process by the independent experts to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Collateral-dependent loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals or BPOs. These appraisals or BPOs may utilize a single 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.

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Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Bank has elected the fair value option, are summarized below. Information as of September 30, 2022 is presented net of any applicable ACL.


	Fair Value Measurements at
	September 30, 2022 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:
Available-for-sale debt securities:
U.S. Treasury securities and U.S. Government agencies	$	203,013	$	207,422	$	—	$	410,435
Private label mortgage-backed security		—		—		2,284		2,284
Mortgage-backed securities - residential		—		180,404		—		180,404
Collateralized mortgage obligations		—		22,916		—		22,916
Corporate bonds		—		9,998		—		9,998
Trust preferred security		—		—		3,910		3,910
Total available-for-sale debt securities	$	203,013	$	420,740	$	6,194	$	629,947

Equity securities with readily determinable fair value:
Freddie Mac preferred stock	$	—	$	175	$	—	$	175
Total equity securities with readily determinable fair value	$	—	$	175	$	—	$	175

Mortgage loans held for sale	$	—	$	2,912	$	—	$	2,912
Consumer loans held for sale		—		—		8,796		8,796
Consumer loans held for investment		—		—		11		11
Mandatory forward contracts		—		639		—		639
Interest rate swap agreements		—		7,121		—		7,121

Financial liabilities:
Rate lock loan commitments	$	—	$	175	$	—	$	175
Interest rate swap agreements		—		7,121		—		7,121

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	Fair Value Measurements at
	December 31, 2021 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:
Available-for-sale debt securities:
U.S. Treasury securities and U.S. Government agencies	$	70,112	$	167,347	$	—	$	237,459
Private label mortgage-backed security		—		—		2,731		2,731
Mortgage-backed securities - residential		—		210,749		—		210,749
Collateralized mortgage obligations		—		30,294		—		30,294
Corporate bonds		—		10,046		—		10,046
Trust preferred security		—		—		3,847		3,847
Total available-for-sale debt securities	$	70,112	$	418,436	$	6,578	$	495,126

Equity securities with readily determinable fair value:
Freddie Mac preferred stock	$	—	$	170	$	—	$	170
Community Reinvestment Act mutual fund		2,450		—		—		2,450
Total equity securities with readily determinable fair value	$	2,450	$	170	$	—	$	2,620

Mortgage loans held for sale	$	—	$	29,393	$	—	$	29,393
Consumer loans held for sale		—		—		19,747		19,747
Consumer loans held for investment		—		—		170		170
Rate lock loan commitments		—		1,404		—		1,404
Mandatory forward contracts		—		66		—		66
Interest rate swap agreements		—		5,786		—		5,786

Financial liabilities:
Interest rate swap agreements		—		5,786		—		5,786

All transfers between levels are generally recognized at the end of each quarter. There were no transfers into or out of Level 1, 2, or 3 assets during the three months and nine months ended September 30, 2022 and 2021.

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):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Balance, beginning of period	$	2,478	$	2,824	$	2,731	$	2,957
Total gains or losses included in earnings:
Net change in unrealized gain		1		13		10		62
Principal paydowns		(195)		(57)		(457)		(239)
Balance, end of period	$	2,284	$	2,780	$	2,284	$	2,780

The fair value of the Bank’s single private label mortgage-backed security is supported by analysis prepared by an independent third party. The third party’s approach to determining fair value involved several steps: 1) detailed collateral analysis of the underlying mortgages, including consideration of geographic location, original loan-to-value, and the weighted average FICO score of the borrowers; 2) collateral performance projections for each pool of mortgages underlying the security (probability of default, severity of default, and prepayment probabilities) and 3) discounted cash flow modeling.

The significant unobservable inputs in the fair value measurement of the Bank’s single private label mortgage-backed security are prepayment rates, probability of default, and loss severity in the event of default. Significant fluctuations in any of those inputs in isolation would result in a significantly different fair value measurement.

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Quantitative information about recurring Level 3 fair value measurement inputs for the Bank’s single private label mortgage-backed security follows:


	Fair		Valuation
September 30, 2022 (dollars in thousands)	Value		Technique	Unobservable Inputs	Range

Private label mortgage-backed security	$	2,284	Discounted cash flow	(1) Constant prepayment rate	4.5% - 4.7%

				(2) Probability of default	1.8% - 9.3%

				(3) Loss severity	25% - 35%


	Fair		Valuation
December 31, 2021 (dollars in thousands)	Value		Technique	Unobservable Inputs	Range

Private label mortgage-backed security	$	2,731	Discounted cash flow	(1) Constant prepayment rate	4.5% - 5.7%

				(2) Probability of default	1.8% - 9.3%

				(3) Loss severity	50% - 75%

Trust Preferred Security

The following table presents a reconciliation of the Company’s TRUP measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Balance, beginning of period	$	3,824	$	3,700	$	3,847	$	3,800
Total gains or losses included in earnings:
Discount accretion		14		14		42		40
Net change in unrealized gain		72		136		21		10
Balance, end of period	$	3,910	$	3,850	$	3,910	$	3,850

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.

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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 September 30, 2022 and December 31, 2021.

The aggregate fair value, contractual balance, and unrealized gain were as follows:


(in thousands)	September 30, 2022		December 31, 2021

Aggregate fair value	$	2,912	$	29,393
Contractual balance		2,925		28,668
Unrealized (loss) gain		(13)		725

The total amount of gains and losses from changes in fair value included in earnings for the three and nine months ended September 30, 2022 and 2021 for mortgage loans held for sale are presented in the following table:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Interest income	$	112	$	253	$	469	$	802
Change in fair value		(141)		(373)		(738)		(1,527)
Total included in earnings	$	(29)	$	(120)	$	(269)	$	(725)

Consumer Loans Held for Sale

RCS carries loans originated through its installment loan program at fair value. Interest income is recorded based on the contractual terms of the loan and in accordance with Bank policy for such instruments. None of these loans were past due 90-days-or-more or on nonaccrual as of September 30, 2022 and December 31, 2021.

The significant unobservable inputs in the fair value measurement of the Bank’s short-term installment loans are the net contractual premiums and level of loans sold at a discount price. Significant fluctuations in any of those inputs in isolation would result in a significantly lower/higher fair value measurement.

The following table presents quantitative information about recurring Level 3 fair value measurement inputs for installment loans:


	Fair		Valuation
September 30, 2022 (dollars in thousands)	Value		Technique	Unobservable Inputs	Rate

Consumer loans held for sale	$	8,796	Contract Terms	(1) Net Premium	0.15%

				(2) Discounted Sales	10.00%


	Fair		Valuation
December 31, 2021 (dollars in thousands)	Value		Technique	Unobservable Inputs	Rate

Consumer loans held for sale	$	19,747	Contract Terms	(1) Net Premium	1.4%

				(2) Discounted Sales	5.00%

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The aggregate fair value, contractual balance, and unrealized gain on consumer loans held for sale, at fair value, were as follows:


(in thousands)	September 30, 2022		December 31, 2021

Aggregate fair value	$	8,796	$	19,747
Contractual balance		8,868		19,633
Unrealized (loss) gain		(72)		114

The total amount of net gains from changes in fair value included in earnings for consumer loans held for sale, at fair value, are presented in the following table:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Interest income	$	3,009	$	2,102	$	8,889	$	4,070
Change in fair value		32		(16)		(186)		62
Total included in earnings	$	3,041	$	2,086	$	8,703	$	4,132

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


	Fair Value Measurements at
	September 30, 2022 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

Collateral-dependent loans:
Residential real estate:
Owner occupied	$	—	$	—	$	1,314	$	1,314
Commercial real estate		—		—		944		944
Total collateral-dependent loans*	$	—	$	—	$	2,258	$	2,258

Other real estate owned:
Commercial real estate	$	—	$	—	$	1,634	$	1,634
Total other real estate owned	$	—	$	—	$	1,634	$	1,634

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


	Fair Value Measurements at
	December 31, 2021 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

Collateral-dependent loans:
Residential real estate:
Owner occupied	$	—	$	—	$	1,626	$	1,626
Commercial real estate		—		—		2,841		2,841
Home equity		—		—		378		378
Total collateral-dependent loans*	$	—	$	—	$	4,845	$	4,845

Other real estate owned:
Residential real estate	$	—	$	—	$	1,792	$	1,792
Total other real estate owned	$	—	$	—	$	1,792	$	1,792

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

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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
September 30, 2022 (dollars in thousands)	Value		Technique	Inputs	Average)

Collateral-dependent loans - residential real estate owner occupied	$	1,314	Sales comparison approach	Adjustments determined for differences between comparable sales	0% - 41% (11%)

Collateral-dependent loans - commercial real estate	$	944	Sales comparison approach	Adjustments determined for differences between comparable sales	16% (16%)

Other real estate owned - commercial real estate	$	1,634	Sales comparison approach	Adjustments determined for differences between comparable sales	39% (39%)


					Range
	Fair		Valuation	Unobservable	(Weighted
December 31, 2021 (dollars in thousands)	Value		Technique	Inputs	Average)

Collateral-dependent loans - residential real estate owner occupied	$	1,626	Sales comparison approach	Adjustments determined for differences between comparable sales	0% - 51% (10%)

Collateral-dependent loans - commercial real estate	$	2,841	Sales comparison approach	Adjustments determined for differences between comparable sales	12% - 13% (12%)

Collateral-dependent loans - home equity	$	378	Sales comparison approach	Adjustments determined for differences between comparable sales	2%-4% (3%)

Other real estate owned - commercial real estate	$	1,792	Sales comparison approach	Adjustments determined for differences between comparable sales	33% (33%)

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Collateral-Dependent Loans

Collateral-dependent loans are generally measured for loss using the fair value for reasonable disposition of the underlying collateral. The Bank’s practice is to obtain new or updated appraisals or BPOs on the loans subject to the initial review and then to evaluate the need for an update to this value on an as-necessary or possibly annual basis thereafter (depending on the market conditions impacting the value of the collateral). The Bank may discount the valuation amount as necessary for selling costs and past due real estate taxes. If a new or updated appraisal or BPO is not available at the time of a loan’s loss review, the Bank may apply a discount to the existing value of an old valuation to reflect the property’s current estimated value if it is believed to have deteriorated in either: (i) the physical or economic aspects of the subject property or (ii) material changes in market conditions. The review generally results in a partial charge-off of the loan if fair value, less selling costs, are below the loan’s carrying value. Collateral-dependent loans are valued within Level 3 of the fair value hierarchy.

Collateral-dependent loans are as follows:


(in thousands)	September 30, 2022		December 31, 2021

Carrying amount of loans measured at fair value	$	1,815	$	4,928
Estimated selling costs considered in carrying amount		479		842
Valuation allowance		(36)		(925)
Total fair value	$	2,258	$	4,845


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Provision on collateral-dependent loans	$	(7)	$	345	$	(11)	$	393

Other Real Estate Owned

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



(in thousands)	September 30, 2022		December 31, 2021

Other real estate owned carried at fair value	$	1,634	$	1,792
Other real estate owned carried at cost		—		—
Total carrying value of other real estate owned	$	1,634	$	1,792


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Other real estate owned write-downs during the period	$	53	$	53	$	158	$	158

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The carrying amounts and estimated exit price fair values of all financial instruments follow:


			Fair Value Measurements at
			September 30, 2022:
									Total
	Carrying								Fair
(in thousands)	Value		Level 1		Level 2		Level 3		Value

Assets:
Cash and cash equivalents	$	754,393	$	754,393	$	—	$	—	$	754,393
Available-for-sale debt securities		629,947		203,013		420,740		6,194		629,947
Held-to-maturity debt securities		32,628		—		32,621		—		32,621
Equity securities with readily determinable fair values		175		—		175		—		175
Mortgage loans held for sale, at fair value		2,912		—		2,912		—		2,912
Consumer loans held for sale, at fair value		8,796		—		—		8,796		8,796
Consumer loans held for sale, at the lower of cost or fair value		12,679		—		—		12,679		12,679
Loans, net		4,224,531		—		—		4,048,246		4,048,246
Federal Home Loan Bank stock		8,568		—		—		—		NA
Accrued interest receivable		11,102		—		11,102		—		11,102
Mortgage servicing rights		9,177		—		17,592		—		17,592
Mandatory forward contracts		639		—		639		—		639
Interest rate swap agreements		7,121		—		7,121		—		7,121

Liabilities:
Noninterest-bearing deposits	$	2,014,123	$	—	$	2,014,123	$	—	$	2,014,123
Transaction deposits		2,540,961		—		2,540,961		—		2,540,961
Time deposits		245,424		—		239,058		—		239,058
Securities sold under agreements to repurchase and other short-term borrowings		209,376		—		209,376		—		209,376
Federal Home Loan Bank advances		20,000		—		21,671		—		21,671
Accrued interest payable		193		—		193		—		193
Rate lock loan commitments		175		—		175		—		175
Interest rate swap agreements		7,121		—		7,121		—		7,121

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			Fair Value Measurements at
			December 31, 2021:
									Total
	Carrying								Fair
(in thousands)	Value		Level 1		Level 2		Level 3		Value

Assets:
Cash and cash equivalents	$	756,971	$	756,971	$	—	$	—	$	756,971
Available-for-sale debt securities		495,126		70,112		418,436		6,578		495,126
Held-to-maturity debt securities		44,299		—		44,764		—		44,764
Equity securities with readily determinable fair values		2,620		2,450		170		—		2,620
Mortgage loans held for sale, at fair value		29,393		—		29,393		—		29,393
Consumer loans held for sale, at fair value		19,747		—		—		19,747		19,747
Consumer loans held for sale, at the lower of cost or fair value		2,937		—		—		2,937		2,937
Loans, net		4,431,985		—		—		4,445,244		4,445,244
Federal Home Loan Bank stock		10,311		—		—		—		NA
Accrued interest receivable		9,877		—		9,877		—		9,877
Mortgage servicing rights		9,196		—		11,540		—		11,540
Rate lock loan commitments		1,404		—		1,404		—		1,404
Mandatory forward contracts		66		—		66		—		66
Interest rate swap agreements		5,786		—		5,786		—		5,786

Liabilities:
Noninterest-bearing deposits	$	1,990,781	$	—	$	1,990,781	$	—	$	1,990,781
Transaction deposits		2,553,423		—		2,553,423		—		2,553,423
Time deposits		296,214		—		298,236		—		298,236
Securities sold under agreements to repurchase and other short-term borrowings		290,967		—		290,967		—		290,967
Federal Home Loan Bank advances		25,000		—		25,000		—		25,000
Accrued interest payable		159		—		159		—		159
Interest rate swap agreements		5,786		—		5,786		—		5,786

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11. MORTGAGE BANKING ACTIVITIES

Mortgage Banking activities primarily include residential mortgage originations and servicing.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Balance, beginning of period	$	8,491	$	32,401	$	29,393	$	46,867
Origination of mortgage loans held for sale		32,856		170,482		195,006		525,246
Proceeds from the sale of mortgage loans held for sale		(39,220)		(182,422)		(226,191)		(562,661)
Net gain on sale of mortgage loans held for sale		785		5,330		4,704		16,339
Balance, end of period	$	2,912	$	25,791	$	2,912	$	25,791

The following table presents the components of Mortgage Banking income:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Net gain realized on sale of mortgage loans held for sale	$	1,041	$	5,008	$	6,448	$	18,764
Net change in fair value recognized on loans held for sale		(141)		(373)		(738)		(1,527)
Net change in fair value recognized on rate lock loan commitments		(395)		(258)		(1,579)		(2,596)
Net change in fair value recognized on forward contracts		280		953		573		1,698
Net gain recognized		785		5,330		4,704		16,339

Loan servicing income		894		832		2,643		2,433
Amortization of mortgage servicing rights		(525)		(882)		(1,773)		(2,617)
Change in mortgage servicing rights valuation allowance		—		—		—		500
Net servicing income recognized		369		(50)		870		316
Total Mortgage Banking income	$	1,154	$	5,280	$	5,574	$	16,655

Activity for capitalized mortgage servicing rights was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Balance, beginning of period	$	9,407	$	8,335	$	9,196	$	7,095
Additions		296		1,414		1,755		3,889
Amortized to expense		(525)		(882)		(1,773)		(2,617)
Change in valuation allowance		—		—		—		500
Balance, end of period	$	9,178	$	8,867	$	9,178	$	8,867

Activity in the valuation allowance for capitalized mortgage servicing rights follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Beginning valuation allowance	$	—	$	—	$	—	$	500
Charge during the period		—		—		—		(500)
Ending valuation allowance	$	—	$	—	$	—	$	—

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Other information relating to mortgage servicing rights follows:


(dollars in thousands)	September 30, 2022			December 31, 2021

Fair value of mortgage servicing rights portfolio	$	17,592		$	11,540
Monthly weighted average prepayment rate of unpaid principal balance*		125	%		208	%
Discount rate		10.21	%		10.15	%
Weighted average foreclosure rate		0.13	%		0.19	%
Weighted average life in years		7.60			5.93

*	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 lock loan commitments and loans held for sale due to market interest rate fluctuations. The net effect of derivatives on earnings will depend on risk management activities and a variety of other factors, including: market interest rate volatility; the amount of rate lock commitments that close; the ability to fill the forward contracts before expiration; and the time period required to close and sell loans.

The following table includes the notional amounts and fair values of mortgage loans held for sale and mortgage banking derivatives as of the period ends presented:


	September 30, 2022				December 31, 2021
	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	$	2,925	$	2,912	$	28,668	$	29,393

Included in other assets:
Rate lock loan commitments	$	—	$	—	$	56,736	$	1,404
Mandatory forward contracts		13,852		639		70,812		66

Included in other liabilities:
Rate lock loan commitments	$	12,168	$	175	$	—	$	—

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12. INTEREST RATE SWAPS

Non-hedge Interest Rate Swaps

The Bank enters into interest rate swaps to facilitate client transactions and meet their financing needs. Upon entering into these instruments 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 counterparty or client owes the Bank, and results in credit risk to the Bank. When the fair value of a derivative instrument contract is negative, the Bank owes the client or counterparty, and therefore, has no credit risk.

A summary of the Bank’s interest rate swaps related to clients is included in the following table:


		September 30, 2022				December 31, 2021
		Notional				Notional
(in thousands)	Bank Position	Amount		Fair Value		Amount		Fair Value

Interest rate swaps with Bank clients - Assets	Pay variable/receive fixed	$	—	$	—	$	107,502	$	5,786
Interest rate swaps with Bank clients - Liabilities	Pay variable/receive fixed		92,743		(7,121)		16,423		(298)
Interest rate swaps with Bank clients - Total	Pay variable/receive fixed	$	92,743	$	(7,121)	$	123,925	$	5,488

Offsetting interest rate swaps with institutional swap dealer	Pay fixed/receive variable		92,743		7,121		123,925		(5,488)
Total		$	185,486	$	—	$	247,850	$	—

The Bank is required to pledge securities as collateral when the Bank is in a net loss position for all swaps with dealer counterparties when such net loss positions exceed $250,000. The fair value of cash or investment securities pledged as collateral by the Bank to cover such net loss positions totaled $0 and $6.8 million as of September 30, 2022 and December 31, 2021.

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13. EARNINGS PER SHARE

The Company calculates earnings per share under the two-class method. Under the two-class method, earnings available to common shareholders for the period are allocated between Class A Common Stock and Class B Common Stock according to dividends declared (or accumulated) and participation rights in undistributed earnings. The difference in earnings per share between the two classes of common stock results from the 10% per share cash dividend premium paid on Class A Common Stock over that paid on Class B Common Stock.

A reconciliation of the combined Class A and Class B Common Stock numerators and denominators of the earnings per share and diluted earnings per share computations is presented below:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except per share data)	2022		2021		2022		2021

Net income	$	19,483	$	20,009	$	71,310	$	69,984
Dividends declared on Common Stock:
Class A Shares		(5,995)		(5,557)		(18,123)		(16,980)
Class B Shares		(669)		(606)		(2,010)		(1,830)
Undistributed net income for basic earnings per share		12,819		13,846		51,177		51,174
Weighted average potential dividends on Class A shares upon exercise of dilutive options		(21)		(17)		(70)		(40)
Undistributed net income for diluted earnings per share	$	12,798	$	13,829	$	51,107	$	51,134

Weighted average shares outstanding:
Class A Shares		17,759		18,342		17,904		18,625
Class B Shares		2,160		2,166		2,162		2,182
Effect of dilutive securities on Class A Shares outstanding		62		83		68		72
Weighted average shares outstanding including dilutive securities		19,981		20,591		20,134		20,879

Basic earnings per share:
Class A Common Stock:
Per share dividends distributed	$	0.34	$	0.31	$	1.02	$	0.92
Undistributed earnings per share*		0.65		0.68		2.58		2.48
Total basic earnings per share - Class A Common Stock	$	0.99	$	0.99	$	3.60	$	3.40

Class B Common Stock:
Per share dividends distributed	$	0.31	$	0.28	$	0.93	$	0.84
Undistributed earnings per share*		0.59		0.62		2.34		2.26
Total basic earnings per share - Class B Common Stock	$	0.90	$	0.90	$	3.27	$	3.10

Diluted earnings per share:
Class A Common Stock:
Per share dividends distributed	$	0.34	$	0.31	$	1.02	$	0.92
Undistributed earnings per share*		0.65		0.68		2.56		2.47
Total diluted earnings per share - Class A Common Stock	$	0.99	$	0.99	$	3.58	$	3.39

Class B Common Stock:
Per share dividends distributed	$	0.31	$	0.28	$	0.93	$	0.84
Undistributed earnings per share*		0.59		0.62		2.33		2.25
Total diluted earnings per share - Class B Common Stock	$	0.90	$	0.90	$	3.26	$	3.09

To arrive at undistributed earnings per share, undistributed net income is first prorated between Class A and Class B Common Shares, with Class A Common Shares receiving a 10% premium. The resulting pro-rated, undistributed net income for each class is then divided by the weighted average shares for each class.

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


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2022	2021	2022	2021

Antidilutive stock options	180,000	141,000	180,000	144,000
Average antidilutive stock options	177,000	141,000	174,000	144,000

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14. OTHER COMPREHENSIVE INCOME

OCI components and related tax effects were as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Available-for-Sale Debt Securities:
Unrealized losses on AFS debt securities	$	(15,510)	$	(1,899)	$	(46,892)	$	(4,542)
Unrealized gain on AFS debt security for which a portion of OTTI has been recognized in earnings		1		13		10		62
Net losses		(15,509)		(1,886)		(46,882)		(4,480)
Tax effect		3,875		471		11,720		1,119
Net of tax		(11,634)		(1,415)	$	(35,162)	$	(3,361)

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


			2022
(in thousands)	December 31, 2021		Change		September 30, 2022

Unrealized gain (loss) on AFS debt securities	$	890	$	(35,169)	$	(34,279)
Unrealized gain on AFS debt security for which a portion of OTTI has been recognized in earnings		984		7		991
Total unrealized gain (loss)	$	1,874	$	(35,162)	$	(33,288)


			2021
(in thousands)	December 31, 2020		Change		September 30, 2021

Unrealized gain (loss) on AFS debt securities	$	7,571	$	(3,407)	$	4,164
Unrealized gain on AFS debt security for which a portion of OTTI has been recognized in earnings		938		46		984
Total unrealized gain (loss)	$	8,509	$	(3,361)	$	5,148

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15. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following tables present the Company’s net revenue and net revenue concentration by reportable segment:


	Three Months Ended September 30, 2022
	Core Banking												Republic Processing Group
										Total			Tax			Republic
	Traditional			Warehouse			Mortgage			Core			Refund			Credit			Total			Total
(dollars in thousands)	Banking			Lending			Banking			Banking			Solutions			Solutions			RPG			Company

Net interest income (1)	$	46,562		$	3,011		$	112		$	49,685		$	1,709		$	6,642		$	8,351		$	58,036

Noninterest income:
Service charges on deposit accounts		3,397			13			—			3,410			(1)			—			(1)			3,409
Net refund transfer fees		—			—			—			—			593			—			593			593
Mortgage banking income (1)		—			—			1,154			1,154			—			—			—			1,154
Interchange fee income		3,292			—			—			3,292			30			—			30			3,322
Program fees (1)		—			—			—			—			724			4,208			4,932			4,932
Increase in cash surrender value of BOLI (1)		617			—			—			617			—			—			—			617
Net losses on OREO		(53)			—			—			(53)			—			—			—			(53)
Other		1,007			—			33			1,040			33			—			33			1,073
Total noninterest income		8,260			13			1,187			9,460			1,379			4,208			5,587			15,047

Total net revenue	$	54,822		$	3,024		$	1,299		$	59,145		$	3,088		$	10,850		$	13,938		$	73,083

Net-revenue concentration (2)		75	%		4	%		2	%		81	%		4	%		15	%		19	%		100	%


	Three Months Ended September 30, 2021
	Core Banking												Republic Processing Group
										Total			Tax			Republic
	Traditional			Warehouse			Mortgage			Core			Refund			Credit			Total			Total
(dollars in thousands)	Banking			Lending			Banking			Banking			Solutions			Solutions			RPG			Company

Net interest income (1)	$	40,297		$	6,291		$	253		$	46,841		$	294		$	5,994		$	6,288		$	53,129

Noninterest income:
Service charges on deposit accounts		3,262			15			—			3,277			—			—			—			3,277
Net refund transfer fees		—			—			—			—			1,280			—			1,280			1,280
Mortgage banking income (1)		—			—			5,280			5,280			—			—			—			5,280
Interchange fee income		3,198			—			—			3,198			65			—			65			3,263
Program fees (1)		—			—			—			—			762			3,256			4,018			4,018
Increase in cash surrender value of BOLI (1)		626			—			—			626			—			—			—			626
Net losses on OREO		(52)			—			—			(52)			—			—			—			(52)
Other		1,071			—			62			1,133			—			—			—			1,133
Total noninterest income		8,105			15			5,342			13,462			2,107			3,256			5,363			18,825

Total net revenue	$	48,402		$	6,306		$	5,595		$	60,303		$	2,401		$	9,250		$	11,651		$	71,954

Net-revenue concentration (2)		67	%		9	%		8	%		84	%		3	%		13	%		16	%		100	%

(1)	This revenue is not subject to ASC 606.

(2)	Net revenue represents net interest income plus total noninterest income. Net-revenue concentration equals segment-level net revenue divided by total Company net revenue.

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	Nine Months Ended September 30, 2022
	Core Banking												Republic Processing Group
										Total			Tax			Republic
	Traditional			Warehouse			Mortgage			Core			Refund			Credit			Total			Total
(dollars in thousands)	Banking			Lending			Banking			Banking			Solutions			Solutions			RPG			Company

Net interest income (1)	$	121,868		$	11,412		$	469		$	133,749		$	18,751		$	19,380		$	38,131		$	171,880

Noninterest income:
Service charges on deposit accounts		9,971			38			—			10,009			(11)			—			(11)			9,998
Net refund transfer fees		—			—			—			—			16,594			—			16,594			16,594
Mortgage banking income (1)		—			—			5,574			5,574			—			—			—			5,574
Interchange fee income		9,693			—			—			9,693			160			—			160			9,853
Program fees (1)		—			—			—			—			2,187			10,484			12,671			12,671
Increase in cash surrender value of BOLI (1)		1,852			—			—			1,852			—			—			—			1,852
Net losses on OREO		(158)			—			—			(158)			—			—			—			(158)
Contract termination fee		—			—			—			—			5,000			—			5,000			5,000
Legal settlement		—			—			—			—			13,000			—			13,000			13,000
Other		1,867			—			113			1,980			250			—			250			2,230
Total noninterest income		23,225			38			5,687			28,950			37,180			10,484			47,664			76,614

Total net revenue	$	145,093		$	11,450		$	6,156		$	162,699		$	55,931		$	29,864		$	85,795		$	248,494

Net-revenue concentration (2)		58	%		5	%		2	%		65	%		23	%		12	%		35	%		100	%


	Nine Months Ended September 30, 2021
	Core Banking												Republic Processing Group
										Total			Tax			Republic
	Traditional			Warehouse			Mortgage			Core			Refund			Credit			Total			Total
(dollars in thousands)	Banking			Lending			Banking			Banking			Solutions			Solutions			RPG			Company

Net interest income (1)	$	119,677		$	19,387		$	802		$	139,866		$	15,593		$	15,840		$	31,433		$	171,299

Noninterest income:
Service charges on deposit accounts		9,188			43			—			9,231			(10)			—			(10)			9,221
Net refund transfer fees		2			—			—			2			19,922			—			19,922			19,924
Mortgage banking income (1)		—			—			16,655			16,655			—			—			—			16,655
Interchange fee income		9,534			—			—			9,534			237			—			237			9,771
Program fees (1)		—			—			—			—			2,373			7,196			9,569			9,569
Increase in cash surrender value of BOLI (1)		1,616			—			—			1,616			—			—			—			1,616
Net losses on OREO		(107)			—			—			(107)			—			—			—			(107)
Other		2,628			—			140			2,768			77			—			77			2,845
Total noninterest income		22,861			43			16,795			39,699			22,599			7,196			29,795			69,494

Total net revenue	$	142,538		$	19,430		$	17,597		$	179,565		$	38,192		$	23,036		$	61,228		$	240,793

Net-revenue concentration (2)		59	%		8	%		7	%		74	%		16	%		10	%		26	%		100	%

(3)	This revenue is not subject to ASC 606.

(4)	Net revenue represents net interest income plus total noninterest income. Net-revenue concentration equals segment-level net revenue divided by total Company net revenue.

The following represents information for significant revenue streams subject to ASC 606:

Service charges on deposit accounts – The Company earns revenue for account-based and event-driven services on its retail and commercial deposit accounts. Contracts for these services are generally in the form of deposit agreements, which disclose fees for deposit services. Revenue for event-driven services is recognized in close proximity or simultaneously with service performance. Revenue for certain account-based services may be recognized at a point in time or over the period the service is rendered, typically no longer than a month. Examples of account-based and event-driven service charges on deposits include per item fees, paper-statement fees, check-cashing fees, and analysis fees.

Net refund transfer fees – An RT is a fee-based product offered by the Bank through third-party tax preparers located throughout the United States, as well as tax-preparation software providers (collectively, the “Tax Providers”), with the Bank acting as an independent contractor of the Tax Providers. An RT allows a taxpayer to pay any applicable tax preparation and filing related fees directly from his federal or state government tax refund, with the remainder of the tax refund disbursed directly to the taxpayer. RT fees and all applicable tax preparation, transmitter, audit, and any other taxpayer authorized amounts are deducted from the tax refund by either the Bank or the Bank’s service provider and automatically forwarded to the appropriate party as authorized by the taxpayer. RT fees generally receive first priority when applying fees against the taxpayer’s refund, with the Bank’s share of RT fees generally

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superior to the claims of other third-party service providers, including the Tax Providers. The remainder of the refund is disbursed to the taxpayer by a Bank check printed at a tax office, direct deposit to the taxpayer’s personal bank account, or loaded to a prepaid card.

The Company executes contracts with individual Tax Providers to offer RTs to their taxpayer customers. RT revenue is recognized by the Bank immediately after the taxpayer’s refund is disbursed in accordance with the RT contract with the taxpayer customer. The fee paid by the taxpayer for the RT is shared between the Bank and the Tax Providers based on contracts executed between the parties.

The Company presents RT revenue net of any amounts shared with the Tax Providers. The Bank’s share of RT revenue is generally based on the obligations undertaken by the Tax Provider for each individual RT program, with more obligations generally corresponding to higher RT revenue share. The significant majority of net RT revenue is recognized and obligations under RT contracts fulfilled by the Bank during the first half of each year. Incremental expenses associated with the fulfillment of RT contracts are generally expensed during the first half of the year.

Interchange fee income – As an “issuing bank” for card transactions, the Company earns interchange fee income on transactions executed by its cardholders with various third-party merchants. Through third-party intermediaries, merchants compensate the Company for each transaction for the ability to efficiently settle the transaction and for the Company’s willingness to accept certain risks inherent in the transaction. There is no written contract between the merchant and the Company, but a contract is implied between the two parties by customary business practices. Interchange fee income is recognized almost simultaneously by the Company upon the completion of a related card transaction.

The Company compensates its cardholders by way of cash or other “rewards” for generating card transactions. These rewards are disclosed in cardholder agreements between the Company and its cardholders. Reward costs are accrued over time based on card transactions generated by the cardholder. Interchange fee income is presented net of reward costs within noninterest income.

Net gains/(losses) on other real estate – The Company routinely sells OREO it has acquired through loan foreclosure. Net gains/(losses) on OREO reflect both 1) the gain or loss recognized upon an executed deed and 2) mark-to-market writedowns the Company takes on its OREO inventory.

The Company generally recognizes gains or losses on OREO at the time of an executed deed, although gains may be recognized over a financing period if the Company finances the sale. For financed OREO sales, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on sale, the Company adjusts the transaction price and related gain/(loss) on sale if a significant financing component is present.

Mark-to-market writedowns taken by the Company during the property’s holding period are generally at least 10% per year, but may be higher based on updated real estate appraisals or BPOs. Incremental expenditures to bring OREO to salable condition are generally expensed as-incurred.

Contract termination fee – During the first quarter of 2022, RB&T provided Green Dot a notice of termination for the May 2021 Purchase Agreement for the sale of substantially all of RB&T’s TRS assets and operations to Green Dot. As a result of this contract termination, Green Dot paid RB&T a contract termination fee of $5.0 million during the quarter.

Legal settlement – During the second quarter of 2022, Green Dot paid Republic Bank $13 million in settlement of a lawsuit.

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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.

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


Reportable Segment:	Nature of Operations:	Primary Drivers of Net Revenue:

Core Banking:

Traditional Banking	Provides traditional banking products to clients in its market footprint primarily via its network of banking centers and to clients outside of its market footprint primarily via its digital delivery channels.	Loans, investments, and deposits

Warehouse Lending	Provides short-term, revolving credit facilities to mortgage bankers across the United States.	Mortgage warehouse lines of credit

Mortgage Banking	Primarily originates, sells, and services long-term, single-family, first-lien residential real estate loans primarily to clients in the Bank's market footprint.	Loan sales and servicing

Republic Processing Group:

Tax Refund Solutions	TRS offers tax-related credit products and facilitates the receipt and payment of federal and state tax refunds through Refund Transfer products. The RPS division of TRS offers general-purpose reloadable cards. TRS and RPS products are primarily provided to clients outside of the Bank’s market footprint.	Loans, refund transfers, and prepaid cards.

Republic Credit Solutions	Offers consumer credit products. RCS products are primarily provided to clients outside of the Bank’s market footprint, with a substantial portion of RCS clients considered subprime or near-prime borrowers.	Unsecured, consumer loans

The accounting policies used for Republic’s reportable segments are generally the same as those described in the summary of significant accounting policies in the Company’s 2021 Annual Report on Form 10-K. Republic evaluates segment performance using operating income. The Company allocates goodwill to the Traditional Banking segment. Republic generally allocates income taxes based on income before income tax expense unless reasonable and specific segment allocations can be made. The Company makes transactions among reportable segments at carrying value.

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Segment information follows:


	Three Months Ended September 30, 2022
	Core Banking												Republic Processing Group
										Total			Tax			Republic
	Traditional			Warehouse			Mortgage			Core			Refund			Credit			Total			Total
(dollars in thousands)	Banking			Lending			Banking			Banking			Solutions			Solutions			RPG			Company

Net interest income	$	46,562		$	3,011		$	112		$	49,685		$	1,709		$	6,642		$	8,351		$	58,036

Provision for expected credit loss expense		(753)			(386)			—			(1,139)			(1,296)			4,008			2,712			1,573

Net refund transfer fees		—			—			—			—			593			—			593			593
Mortgage banking income		—			—			1,154			1,154			—			—			—			1,154
Program fees		—			—			—			—			724			4,208			4,932			4,932
Other noninterest income		8,260			13			33			8,306			62			—			62			8,368
Total noninterest income		8,260			13			1,187			9,460			1,379			4,208			5,587			15,047

Total noninterest expense		37,777			851			2,005			40,633			3,248			2,224			5,472			46,105

Income (loss) before income tax expense		17,798			2,559			(706)			19,651			1,136			4,618			5,754			25,405
Income tax expense (benefit)		4,278			572			(156)			4,694			202			1,026			1,228			5,922

Net income (loss)	$	13,520		$	1,987		$	(550)		$	14,957		$	934		$	3,592		$	4,526		$	19,483

Period-end assets	$	5,036,343		$	441,885		$	16,418		$	5,494,646		$	395,873		$	109,144		$	505,017		$	5,999,663

Net interest margin		3.63	%		2.54	%		NM			3.54	%		NM			NM			NM			4.05	%

Net-revenue concentration*		75	%		4	%		2	%		81	%		4	%		15	%		19	%		100	%


	Three Months Ended September 30, 2021
	Core Banking												Republic Processing Group
										Total			Tax			Republic
	Traditional			Warehouse			Mortgage			Core			Refund			Credit			Total			Total
(dollars in thousands)	Banking			Lending			Banking			Banking			Solutions			Solutions			RPG			Company

Net interest income	$	40,297		$	6,291		$	253		$	46,841		$	294		$	5,994		$	6,288		$	53,129

Provision for expected credit loss expense		(44)			(223)			—			(267)			(2,261)			3,820			1,559			1,292

Net refund transfer fees		—			—			—			—			1,280			—			1,280			1,280
Mortgage banking income		—			—			5,280			5,280			—			—			—			5,280
Program fees		—			—			—			—			762			3,256			4,018			4,018
Other noninterest income		8,105			15			62			8,182			65			—			65			8,247
Total noninterest income		8,105			15			5,342			13,462			2,107			3,256			5,363			18,825

Total noninterest expense		35,924			1,056			3,257			40,237			2,966			1,232			4,198			44,435

Income before income tax expense		12,522			5,473			2,338			20,333			1,696			4,198			5,894			26,227
Income tax expense		3,038			1,258			514			4,810			371			1,037			1,408			6,218

Net income	$	9,484		$	4,215		$	1,824		$	15,523		$	1,325		$	3,161		$	4,486		$	20,009

Period-end assets	$	4,907,503		$	750,266		$	41,196		$	5,698,965		$	365,552		$	123,117		$	488,669		$	6,187,634

Net interest margin		3.22	%		3.51	%		NM			3.25	%		NM			NM			NM			3.61	%

Net-revenue concentration*		67	%		9	%		8	%		84	%		3	%		13	%		16	%		100	%

* Net revenue represents net interest income plus total noninterest income. Net-revenue concentration equals segment-level net revenue divided by total Company net revenue.

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	Nine Months Ended September 30, 2022
	Core Banking												Republic Processing Group
										Total			Tax			Republic
	Traditional			Warehouse			Mortgage			Core			Refund			Credit			Total			Total
(dollars in thousands)	Banking			Lending			Banking			Banking			Solutions			Solutions			RPG			Company

Net interest income	$	121,868		$	11,412		$	469		$	133,749		$	18,751		$	19,380		$	38,131		$	171,880

Provision for expected credit loss expense		(287)			(1,021)			—			(1,308)			6,976			8,836			15,812			14,504

Net refund transfer fees		—			—			—			—			16,594			—			16,594			16,594
Mortgage banking income		—			—			5,574			5,574			—			—			—			5,574
Program fees		—			—			—			—			2,187			10,484			12,671			12,671
Contract termination fee		—			—			—			—			5,000			—			5,000			5,000
Legal settlement		—			—			—			—			13,000			—			13,000			13,000
Other noninterest income		23,225			38			113			23,376			399			—			399			23,775
Total noninterest income		23,225			38			5,687			28,950			37,180			10,484			47,664			76,614

Total noninterest expense		114,310			2,838			7,527			124,675			11,926			5,730			17,656			142,331

Income (loss) before income tax expense		31,070			9,633			(1,371)			39,332			37,029			15,298			52,327			91,659
Income tax expense (benefit)		6,397			2,168			(302)			8,263			8,573			3,513			12,086			20,349

Net income (loss)	$	24,673		$	7,465		$	(1,069)		$	31,069		$	28,456		$	11,785		$	40,241		$	71,310

Period-end assets	$	5,036,343		$	441,885		$	16,418		$	5,494,646		$	395,873		$	109,144		$	505,017		$	5,999,663

Net interest margin		3.20	%		2.79	%		NM			3.16	%		NM			NM			NM			3.95	%

Net-revenue concentration*		58	%		5	%		2	%		65	%		23	%		12	%		35	%		100	%


	Nine Months Ended September 30, 2021
	Core Banking												Republic Processing Group
										Total			Tax			Republic
	Traditional			Warehouse			Mortgage			Core			Refund			Credit			Total			Total
(dollars in thousands)	Banking			Lending			Banking			Banking			Solutions			Solutions			RPG			Company

Net interest income	$	119,677		$	19,387		$	802		$	139,866		$	15,593		$	15,840		$	31,433		$	171,299

Provision for expected credit loss expense		(126)			(530)			—			(656)			7,850			5,037			12,887			12,231

Net refund transfer fees		2			—			—			2			19,922			—			19,922			19,924
Mortgage banking income		—			—			16,655			16,655			—			—			—			16,655
Program fees		—			—			—			—			2,373			7,196			9,569			9,569
Other noninterest income		22,859			43			140			23,042			304			—			304			23,346
Total noninterest income		22,861			43			16,795			39,699			22,599			7,196			29,795			69,494

Total noninterest expense		110,191			3,150			9,384			122,725			11,965			3,340			15,305			138,030

Income before income tax expense		32,473			16,810			8,213			57,496			18,377			14,659			33,036			90,532
Income tax expense		6,718			3,919			1,807			12,444			4,467			3,637			8,104			20,548

Net income	$	25,755		$	12,891		$	6,406		$	45,052		$	13,910		$	11,022		$	24,932		$	69,984

Period-end assets	$	4,907,503		$	750,266		$	41,196		$	5,698,965		$	365,552		$	123,117		$	488,669		$	6,187,634

Net interest margin		3.21	%		3.47	%		NM			3.24	%		NM			NM			NM			3.86	%

Net-revenue concentration*		59	%		8	%		7	%		74	%		16	%		10	%		26	%		100	%

* Net revenue represents net interest income plus total noninterest income. Net-revenue concentration equals segment-level net revenue divided by total Company net revenue.

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17. SUBSEQUENT EVENT – AGREEMENT AND PLAN OF MERGER

On October 26, 2022, the Company, RB&T, and CBank entered into the CBank Agreement. Upon completion of the transaction, CBank will be merged with and into RB&T, with RB&T as the survivor of the merger. CBank is headquartered in Cincinnati, Ohio.

Under the terms of the CBank Agreement, the Company will acquire all of CBank’s outstanding common stock in an all-cash direct merger of CBank with RB&T, resulting in a total cash payment of approximately $51 million to CBank’s existing shareholders. Republic expects to fund the cash payment through existing resources on-hand at RB&T. The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval by CBank’s shareholders. The CBank Agreement also contains reciprocal termination provisions in the event the transaction does not receive the required regulatory approvals within six months of the effective date of the CBank Agreement or if certain minimum capital levels are not maintained by CBank as of the closing date.

The CBank Agreement was unanimously approved by the Republic, RB&T and CBank boards of directors on October 25, 2022. In connection with entering into the CBank Agreement, Republic entered into customary support agreements with the members of CBank’s board of directors and other shareholders in their capacities as shareholders of CBank (the “CBank Support Agreements”). Subject to the terms and conditions, and non-termination, of the CBank Support Agreements, each such shareholder agreed, among other things, to vote his or her respective shares of CBank Common Stock in favor of the approval of the CBank Agreement and the transaction contemplated thereby, and against alternative acquisition proposals. The CBank Support Agreements do not prevent the shareholders, in their capacity as directors, from exercising their fiduciary obligations in connection with alternative acquisition proposals. The CBank Agreement provides certain termination rights for both Republic and CBank and further provides that a termination fee of $2,040,000 will be payable by CBank to Republic upon termination of the CBank Agreement under certain circumstances, including CBank’s termination of the CBank Agreement to accept a Superior Proposal (as defined in the CBank Agreement).

As of September 30, 2022, CBank had approximately $271 million in assets, consisting of approximately $214 million in gross loans, no other real estate owned, approximately $17 million of marketable securities, approximately $35 million in cash and cash equivalents and approximately $8 million in other assets. As of September 30, 2022, CBank had approximately $242 million of liabilities, including approximately $240 million in customer deposits and $1 million in FHLB advances.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The consolidated financial statements include the accounts of Republic Bancorp, Inc. (the “Parent Company”) and its wholly-owned subsidiaries, Republic Bank & Trust Company and Republic Insurance Services, Inc. As used in this filing, the terms “Republic,” the “Company,” “we,” “our,” and “us” refer to Republic Bancorp, Inc., and, where the context requires, Republic Bancorp, Inc. and its subsidiaries. The term the “Bank” refers to the Company’s subsidiary bank: Republic Bank & Trust Company. The term the “Captive” refers to the Company’s insurance subsidiary: Republic Insurance Services, Inc. All significant intercompany balances and transactions are eliminated in consolidation.

Republic is a financial holding company headquartered in Louisville, Kentucky. The Bank is a Kentucky-based, state-chartered non-member financial institution that provides both traditional and non-traditional banking products through five reportable segments using a multitude of delivery channels. While the Bank operates primarily in its market footprint, its non-brick-and-mortar delivery channels allow it to reach clients across the U.S. The Captive is a Nevada-based, wholly-owned insurance subsidiary of the Company. The Captive provides property and casualty insurance coverage to the Company and the Bank as well, as a group of third-party insurance captives for which insurance may not be available or economically feasible.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Republic should be read in conjunction with Part I Item 1 “Financial Statements.”

Forward-looking statements discuss matters that are not historical facts. As forward-looking statements discuss future events or conditions, the statements often include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” “potential,” or similar expressions. Do not rely on forward-looking statements. Forward-looking statements detail management’s expectations regarding the future and are not guarantees. Forward-looking statements are assumptions based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements, except as required by applicable law.

Broadly speaking, forward-looking statements include:

●

the potential impact of the COVID pandemic on Company operations;

●

the potential impact of inflation on Company operations;

●

projections of revenue, income, expenses, losses, earnings per share, capital expenditures, dividends, capital structure, loan volume, loan growth, deposit growth, or other financial items;

●

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

●

descriptions and projections related to management strategies for loans, deposits, investments, and borrowings;

●

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:

●

the impact of the COVID pandemic on the Company’s operations and credit losses;

●

the impact of inflation on the Company’s operations and credit losses;

●

litigation liabilities, including related costs, expenses, settlements and judgments, or the outcome of matters before regulatory agencies, whether pending or commencing in the future;

●

natural disasters impacting the Company’s operations;

●

changes in political and economic conditions;

●

the discontinuation of LIBOR;

●

the magnitude and frequency of changes to the FFTR implemented by the FOMC of the FRB;

●

long-term and short-term interest rate fluctuations and the overall steepness of the U.S. Treasury yield curve, as well as their impact on the Company’s net interest income and Mortgage Banking operations;

●

competitive product and pricing pressures in each of the Company’s five reportable segments;

●

equity and fixed income market fluctuations;

●

client bankruptcies and loan defaults;

●

recession;

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●

future acquisitions;

●

integrations of acquired businesses;

●

changes in technology;

●

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

●

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

●

changes in accounting standards;

●

monetary fluctuations;

●

changes to the Company’s overall internal control environment;

●

success in gaining regulatory approvals when required;

●

the Company’s ability to qualify for future R&D federal tax credits;

●

the ability for Tax Providers to successfully market and realize the expected EA and RT volume anticipated by TRS;

●

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 SEC, including Part I Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and Part II Item 1A “Risk Factors” of the current filing.

On October 26, 2022, Republic, the Bank and CBank entered into the CBank Agreement. Upon completion of the transaction, CBank will be merged with and into RB&T, with RB&T as the survivor of the merger. CBank is headquartered in Cincinnati, Ohio. This document contains statements regarding the proposed acquisition transaction that are not statements of historical fact and are considered forward-looking statements within the criteria described above. These statements are likewise subject to various risks and uncertainties that may cause actual results and outcomes of the proposed transaction to differ, possibly materially, from the anticipated results or outcomes expressed or implied in these forward-looking statements. In addition to factors disclosed in reports filed by Republic with the SEC, risks and uncertainties for Republic, CBank and the combined company include, but are not limited to: the ability for CBank to receive shareholder approval for the CBank Agreement, for all parties to receive regulatory approvals as provided for in the CBank Agreement, the ability to grow CBank loan and deposit balances post-acquisition, unanticipated post-acquisition loan losses for Republic on CBank-originated loans, the ability of Republic to integrate acquired operations including obtaining synergies, integration objectives and anticipated timelines, the ability of Republic to integrate, manage and keep secure our information systems, and other factors set forth as “Risk Factors” at Part II, Item 1A in the Company’s Form 10-K for the period ended December 31, 2021.

Accounting Standards Update

For disclosure regarding the impact to the Company’s financial statements of ASUs, see Footnote 1 “Basis of Presentation and Summary of Significant Accounting Policies” of Part I Item 1 “Financial Statements.”

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Republic’s consolidated financial statements and accompanying footnotes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods.

A summary of the Company's significant accounting policies is set forth in Part II “Item 8. Financial Statements and Supplementary Data” of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Management continually evaluates the Company’s accounting policies and estimates that it uses to prepare the consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, accounting and regulatory guidance, and information obtained from independent third-party professionals. Actual results may differ from those estimates made by management.

Critical accounting policies are those that management believes are the most important to the portrayal of the Company’s financial condition and operating results and require management to make estimates that are difficult, subjective, and complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions,

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and whether alternative methods of accounting may be utilized under GAAP. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with the Company’s Audit Committee.

Republic believes its critical accounting policies and estimates relate to its ACLL and Provision.

ACLL and Provision — As of September 30, 2022, the Bank maintained an ACLL for expected credit losses inherent in the Bank’s loan portfolio, which includes overdrawn deposit accounts. Management evaluates the adequacy of the ACLL monthly and presents and discusses the ACLL with the Audit Committee and the Board of Directors quarterly.

Management’s evaluation of the appropriateness of the ACLL is often the most critical accounting estimate for a financial institution, as the ACLL requires significant reliance on the use of estimates and significant judgment as to the reliance on historical loss rates, consideration of quantitative and qualitative economic factors, and the reliance on a reasonable and supportable forecast.

Adjustments to the historical loss rate for current conditions include differences in underwriting standards, portfolio mix or term, delinquency level, as well as for changes in environmental conditions, such as changes in property values or other relevant factors. One-year forecast adjustments to the historical loss rate are based on the U.S. national unemployment rate and CRE values. Subsequent to the one-year forecasts, loss rates are assumed to immediately revert back to long-term historical averages.

The ACLL is significantly influenced by the composition, characteristics and quality of the Company’s loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the ACLL, and therefore, greater volatility to the Company’s reported earnings.

BUSINESS SEGMENT COMPOSITION

(I) Traditional Banking segment

The Traditional Banking segment provides traditional banking products primarily to customers in the Company’s market footprint. As of September 30, 2022, Republic had 42 full-service banking centers with locations as follows:

●

Kentucky — 28

●

Metropolitan Louisville — 18

●

Central Kentucky — 7

●

Georgetown — 1

●

Lexington — 5

●

Shelbyville — 1

●

Northern Kentucky — 3

●

Covington — 1

●

Crestview Hills — 1

●

Florence — 1

●

Southern Indiana — 3

●

Floyds Knobs — 1

●

Jeffersonville — 1

●

New Albany — 1

●

Metropolitan Tampa, Florida — 7

●

Metropolitan Cincinnati, Ohio — 2

●

Metropolitan Nashville, Tennessee — 2

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

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

Retail Mortgage Lending — Through its retail banking centers and its online Consumer Direct channel, the Bank originates single-family, residential real estate loans and HELOCs. In addition, the Bank originates HEALs through its retail banking centers. Such loans are generally collateralized by owner-occupied, residential real estate properties. For those loans originated through the Bank’s retail banking centers, the collateral is predominately located in the Bank’s market footprint, while loans originated through its Consumer Direct channel are generally secured by owner occupied-collateral located outside of the Bank’s market footprint.

Commercial Lending — The Bank conducts commercial lending activities primarily through Corporate Banking, Commercial Banking, Business Banking, and Retail Banking channels.

In general, commercial lending credit approvals and processing are prepared and underwritten through the Bank’s Commercial Credit Administration Department. Clients are generally located within the Bank’s market footprint or in areas nearby the market footprint.

Construction and Land Development Lending — The Bank originates business loans for the construction of both single-family, residential properties and commercial properties (apartment complexes, shopping centers, office buildings). While not a focus for the Bank, the Bank may originate loans for the acquisition and development of residential or commercial land into buildable lots.

Consumer Lending — Traditional Banking consumer loans made by the Bank include home improvement and home equity loans, other secured and unsecured personal loans, and credit cards. Except for home equity loans, which are actively marketed in conjunction with single family, first lien residential real estate loans, other Traditional Banking consumer loan products (not including products offered through RPG), while available, are not and have not been actively promoted in the Bank’s markets.

Aircraft Lending — In October 2017, the Bank created an Aircraft Lending division. Aircraft loans are typically made to purchase or refinance personal aircrafts, along with engine overhauls and avionic upgrades. Loans range between $55,000 and $3,000,000 in size and have terms up to 20 years. The aircraft loan program is open to all states, except for Alaska and Hawaii.

The credit characteristics of an aircraft borrower are higher than a typical consumer in that they must demonstrate and indicate a higher degree of credit worthiness for approval.

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

Private Banking — The Bank provides financial products and services to high-net-worth individuals through its Private Banking department. The Bank’s Private Banking officers have extensive banking experience and are trained to meet the unique financial needs of this clientele.

Treasury Management Services — The Bank provides various deposit products designed for commercial business clients located throughout its market footprint. Lockbox processing, remote deposit capture, business on-line banking, account reconciliation, and ACH processing are additional services offered to commercial businesses through the Bank’s Treasury Management department. Treasury Management officers work closely with commercial and retail officers to support the cash management needs of Bank clients.

Digital Experience — 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. The Bank allows clients to easily and securely access and manage their accounts through its mobile banking application.

Other Banking Services — The Bank also provides title insurance and other financial institution related products and services.

Bank Acquisitions — The Bank maintains an acquisition strategy to selectively grow its franchise as a complement to its organic growth strategies.

See additional detail regarding the Traditional Banking segment under Footnote 16 “Segment Information” of Part I Item 1 “Financial Statements.”

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(II) Warehouse Lending segment

The Core Bank provides short-term, revolving credit facilities to mortgage bankers across the United States through mortgage warehouse lines of credit. These credit facilities are primarily secured by single-family, first-lien residential real estate loans. The credit facility enables the mortgage banking clients to close single-family, first-lien residential real estate loans in their own name and temporarily fund their inventory of these closed loans until the loans are sold to investors approved by the Bank. Individual loans are expected to remain on the warehouse line for an average of 15 to 30 days. 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.

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 originated and sold into the secondary market, primarily to the FHLMC and the FNMA. The Bank typically retains servicing on loans sold into the secondary market for loans generated in states within its footprint and generally sells servicing for loans generated in states outside of its footprint. Administration of loans with servicing retained by the Bank includes collecting principal and interest payments, escrowing funds for property taxes and property insurance, and remitting payments to secondary market investors. The Bank receives fees for performing these standard servicing functions.

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

(IV) Tax Refund Solutions segment

Through the TRS segment, the Bank is one of a limited number of financial institutions that facilitates the receipt and payment of federal and state tax refund products and offers a credit product through third-party tax preparers located throughout the U.S., as well as tax-preparation software providers (collectively, the “Tax Providers”). Substantially all of the business generated by the TRS business occurs during the first half of each year. During the second half of each year, TRS generates limited revenue and incurs costs preparing for the next year’s tax season.

The EA tax credit product is a loan that allows a taxpayer to borrow funds as an advance of a portion of their tax refund. The EA product had the following features during 2022 and 2021:

●

Offered only during the first two months of each year;

●

The taxpayer was given the option to choose from multiple loan-amount tiers, subject to underwriting, up to a maximum advance amount of $6,250;

●

No requirement that the taxpayer pays for another bank product, such as an RT;

●

Multiple funds disbursement methods, including a DDA Card, direct deposit, prepaid card, or check, based on the taxpayer-customer’s election;

●

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

●

If an insufficient refund to repay the EA occurs:

there is no recourse to the taxpayer,

no negative credit reporting on the taxpayer, and

no collection efforts against the taxpayer.

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Company considered an EA delinquent in 2022 and 2021 if it remained unpaid 35 days after the taxpayer’s tax return was submitted to the applicable taxing authority. The number of days for delinquency eligibility is based on management’s annual analysis of tax return processing times. Provisions on EAs are estimated when advances are made. Unpaid EAs are charged-off by June 30^th of each year, with EAs collected during the second half of each year recorded as recoveries of previously charged-off loans, unless such collections are subject to guarantor reimbursement under a loan-loss guaranty.

In response to changes in the legal, regulatory, and competitive environment, management annually reviews and revises the EAs product parameters. In addition, as part of its normal annual marketing and sales process, TRS renews existing contracts and enters into new contracts to offer EA products through additional Tax Providers. Further changes in EA product parameters and/or new contracts with new Tax Providers do not ensure positive results and could have an overall material negative impact on the performance of the EA product offering and therefore on the Company’s financial condition and results of operations.

See additional detail regarding the EA product under Footnote 4 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements.”

As previously disclosed in the Company’s prior SEC filings, the Lawsuit arose from Green Dot’s inability to consummate the Sale

Transaction contemplated in the TRS Purchase Agreement through which Green Dot would purchase all of the assets and operations of the Bank’s Tax Refund Solutions business.

Republic Payment Solutions division

RPS is currently managed and operated within the TRS segment. The RPS division offers general-purpose reloadable prepaid cards, payroll debit cards, and limited-purpose demand deposit accounts with linked debit cards as an issuing bank through third-party service providers. 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 TRS segment. The RPS division will not be considered a separate reportable segment until such time, if any, that it meets quantitative reporting thresholds.

(V) Republic Credit Solutions segment

●

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RCS’s LOC I represented the substantial majority of RCS activity during 2022 and 2021. Elastic Marketing, LLC and Elevate Decision Sciences, LLC are third-party service providers for the product and are subject to the Bank’s oversight and supervision. Together, these companies provide the Bank with certain marketing, servicing, technology, and support services, while a separate third party provides customer support, servicing, and other services on the Bank’s behalf. The Bank is the lender for this product and is marketed as such. Further, the Bank controls the loan terms and underwriting guidelines, and the Bank exercises consumer compliance oversight of the product.

●

RECENT DEVELOPMENTS

Bank Acquisition

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to customary closing conditions, including regulatory approval and approval by CBank’s shareholders. The CBank Agreement also contains reciprocal termination provisions in the event the transaction does not receive the required regulatory approvals within six months of the effective date of the CBank Agreement or if certain minimum capital levels are not maintained by CBank as of the closing date.

Tax Refund Solutions

On October 19, 2022, TRS entered into a new agreement with a large Tax Provider, for which TRS had previously only provided RTs. As part of the new agreement, TRS will be the exclusive provider of refund advance loans originated through this provider through October 2025. As a result of the new agreement, management expects to increase its calendar-year 2023 refund advance origination volume an additional $400 million to $600 million over the $311 million, in total EA loans, TRS originated during the 2022 calendar year.

OVERVIEW (Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021)

Total Company net income for the third quarter of 2022 was $19.5 million, a decrease of $526,000 from the same period in 2021. Diluted EPS remained at $0.99 for the third quarter of 2022 compared to $0.99 for the same period in 2021. The decrease in net income primarily reflected the following:

●

A $4.1 million decrease in Mortgage Banking income;

●

A $1.7 million increase in noninterest expense; and

●

An offsetting $4.9 million increase in net interest income.

The following are general highlights by reportable segment:

Traditional Banking segment

●

Net income increased $4.0 million, 43%, for the third quarter of 2022 compared to the same period in 2021.

●

Net interest income increased $6.3 million, or 16%, for the third quarter of 2022 compared to the same period in 2021.

●

Provision was a net credit of $753,000 for the third quarter of 2022 compared to a net credit of $44,000 for the same period in 2021.

●

Noninterest income increased $155,000, or 2%, for the third quarter of 2022 compared to the same period in 2021.

●

Noninterest expense increased $1.9 million, or 5%, for the third quarter of 2022 compared to the same period in 2021.

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Warehouse Lending segment

●

Net income decreased $2.2 million or 53%, for the third quarter of 2022 compared to the same period in 2021.

●

Net interest income decreased $3.3 million, or 52%, for the third quarter of 2022 compared to the same period in 2021.

●

The Warehouse Provision was a net credit of $386,000 for the third quarter of 2022 compared to a net credit of $223,000 for the same period in 2021.

●

Average committed Warehouse lines decreased to $1.3 billion in the third quarter of 2022 compared to $1.4 billion in the third quarter of 2021.

●

Average line usage was 38% during the third quarter of 2022 compared to 51% during the same period in 2021.

Mortgage Banking segment

●

Within the Mortgage Banking segment, mortgage banking income decreased $4.1 million, or 78%, during the third quarter of 2022 compared to the same period in 2021.

●

Overall, Republic’s proceeds from the sale of secondary market loans totaled $39 million during the third quarter of 2022 compared to $182 million during the same period in 2021, with the Company’s cash-gain-as-a-percent-of-loans-sold decreased to 2.23% for the third quarter of 2022 from 2.82% for the third quarter of 2021.

Tax Refund Solutions segment

●

Net income decreased $391,000, or 30%, for the third quarter of 2022 compared to the same period in 2021.

●

Net interest income increased $1.4 million for the third quarter of 2022 compared to the same period in 2021.

●

Overall, TRS recorded a net credit to the Provision of $1.3 million during the third quarter of 2022 compared to a net credit to the Provision of $2.3 million for the same period in 2021.

●

Noninterest income decreased $728,000, or 35%, for the third quarter of 2022 compared to the same period in 2021.

●

Net RT revenue decreased $687,000, or 54%, for the third quarter of 2022 compared to the same period in 2021.

●

Noninterest expense was $3.2 million for the third quarter of 2022 compared to $3.0 million for the same period in 2021.

TRS had multiple factors during 2021 and 2022 that impacted and will continue to impact its 2022 performance and the comparability of that performance to the same periods in 2021. By year, these factors discussed below include, but may not be limited to, the following:

2021

The start of the IRS processing season was delayed approximately two weeks later than a typical tax season; and

The Company believes stimulus programs from the Federal Government and pandemic-related restrictions during early 2021 negatively impacted demand for TRS’s RT and EA products.

2022

TRS amended one of its existing third-party contracts to provide for a revenue share from Republic to the third party, along with a cap on loan losses from the third party to Republic for all EA products originated through this provider;

TRS experienced a loss of RT and EA product volume to Green Dot directly following the execution of the TRS Purchase Agreement;

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Although to a lesser degree than in the 2021 tax season, Company management believes stimulus programs from the Federal Government during the latter half of 2021 negatively impacted the 2022 tax season;

The Bank received a $5.0 million non-recurring termination fee in January 2022 following the cancellation of the Sales Transaction; and

The Bank received a $13.0 million non-recurring legal settlement payment in June 2022 upon settling its lawsuit against Green Dot.

As it relates to factors impacting 2021, the processing season with the IRS started approximately two weeks later than normal. As a result, RT funding volume and loan repayments from the IRS lagged normal funding patterns in non-COVID-impacted years and effectively pushed RT revenue and loan recovery activity later into the 2021 calendar year. In addition, management believes government stimulus programs during 2021 negatively impacted demand for TRS EA and RT products.

In addition to the more normal timing of the tax season in 2022 as compared to 2021, the TRS business for the first nine months of 2022, in totality, was favorably impacted by a contractual change with one of the Company’s large Tax Providers. As a result of the amended contract, TRS shares certain revenues with this provider. Also, under the amended contract, this provider absorbs certain overhead costs of the program and furnishes TRS a loan loss guaranty ceiling as a percentage of EAs originated by this provider. Under the terms of the loan loss guaranty, if the losses for EAs through this provider are above the loss guaranty ceiling as of June 30^th for the current year, the provider will make a payment to TRS early in the third quarter to initially settle charge-off activity through the June 30^th date. Subsequent to the initial settlement, TRS will reimburse to this provider any EA recoveries of loans originated through this provider until such time that the loss rate reaches the loss guaranty ceiling, at which time TRS would retain all recoveries thereafter.

While the overall result of this loss guaranty arrangement was a net benefit to RB&T for the nine months ended September 30, 2022, TRS’s reimbursement to this provider of EA recoveries during the third quarter of 2022 above the contractual loss ceiling resulted in a negative performance comparison for the third quarter of 2022 as compared to the third quarter of 2021, when no such loss guaranty arrangement existed and TRS recorded all such recoveries as a benefit directly to income. Management believes this negative quarter-to-quarter performance comparison will exist during the fourth quarter of 2022, as well, because the EA loss rate for this provider is not expected to reach the loss guaranty ceiling during this time. Through this specific provider, TRS originated $172 million of EAs during the first quarter of 2022 as compared to $135 million originated during the first quarter of 2021.

Also negatively impacting the third quarter 2022 tax season as compared to the third quarter of 2021 was a loss of RT volume by RB&T to Green Dot from certain third-party Tax Providers following the execution of the TRS Purchase Agreement. While TRS was able to partially offset this lost volume through higher volume from other existing relationships, the lost volume to Green Dot from this one provider had a negative impact to the overall results of TRS for 2022 and may continue to have a negative impact to the overall results of TRS beyond 2022, if TRS is unable to win this business back through its normal solicitation process.

As a net result of all the factors in the preceding paragraphs, TRS experienced a significant net decrease to its third quarter 2022 tax results as compared to the third quarter of 2021. Management believes TRS’s results of operations, and more specifically RT revenue and net recoveries for previously charged-off EAs for the fourth quarter of 2022, will likely be negative as compared to fourth quarter of 2021 because of these same factors.

Republic Credit Solutions segment

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Net income increased $431,000, or 14%, for the third quarter of 2022 compared to the same period in 2021.

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Net interest income increased $648,000, or 11%, for the third quarter of 2022 compared to the same period in 2021.

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Overall, RCS recorded a net charge to the Provision of $4.0 million during the third quarter of 2022 compared to a net charge of $3.8 million for the same period in 2021.

●

Noninterest income increased $952,000, or 29%, from the third quarter of 2021 to the third quarter of 2022.

●

Noninterest expense was $2.2 million for the third quarter of 2022 and $1.2 million for the same period in 2021.

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RESULTS OF OPERATIONS (Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021)

Net Interest Income

Banking operations are significantly dependent upon net interest income. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities and the interest expense on interest-bearing liabilities used to fund those assets, such as interest-bearing deposits, securities sold under agreements to repurchase, and FHLB advances. Net interest income is impacted by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities, as well as market interest rates.

See the section titled “Asset/Liability Management and Market Risk” in this section of the filing regarding the Bank’s interest rate sensitivity.

A large amount of the Company’s financial instruments track closely with, or are primarily indexed to, either the FFTR, Prime, or LIBOR. These rates trended lower in the first quarter of 2020 with the onset of the COVID pandemic, as the FOMC reduced the FFTR to approximately 25 basis points. With the rise of inflation during the latter half of 2021 and a steep inflationary rise during the first nine months of 2022, representing inflationary levels not seen in approximately 40 years, the FOMC began executing a quantitative tightening program by reducing its balance sheet, selling certain types of bonds in the market, and repeatedly increasing the FFTR. The FOMC’s increases to the FFTR during the first nine months of 2022 included the following:

Table 1 — Increases to the Federal Funds Target Rate during 2022


	Increase to		FFTR
Date	the FFTR		after Increase

March 17, 2022	0.25	%	0.50	%
May 5, 2022	0.50		1.00
June 16, 2022	0.75		1.75
July 27, 2022	0.75		2.50
September 21, 2022	0.75		3.25

Along with the above increases, the FOMC continued to signal that additional FFTR increases are likely based on the current level of inflation. The FOMC’s actions and signals continued to place upward pressure on long-term market interest rates for bonds and loans during the third quarter of 2022. Further monetary tightening by the Federal Reserve in the future will likely cause both short-term and long-term market interest rates to increase during the remainder of 2022 and potentially into 2023. Increases in market interest rates are expected to impact the various business segments of the Company differently and will be discussed in further detail in the sections below.

Total Company net interest income was $58.0 million during the third quarter of 2022 and represented an increase of $4.9 million, or 9%, from the third quarter of 2021. Total Company net interest margin increased to 4.05% during the third quarter of 2022 compared to 3.61% for the same period in 2021.

The following were the most significant components affecting the Company’s net interest income by reportable segment:

Traditional Banking segment

The Traditional Banking’s net interest income increased $6.3 million, or 16%, for the third quarter of 2022 compared to the same period in 2021. Traditional Banking’s net interest margin was 3.63% for the third quarter of 2022, an increase of 41 basis points from the same period in 2021.

The increase in the Traditional Bank’s net interest income and net interest margin during the third quarter of 2022 was primarily attributable to the following factors:

●

Excluding PPP loan fees and interest, the Traditional Bank’s net interest income increased $11.7 million, or 34%, and its NIM expanded 75 basis points to 3.62% from the third quarter of 2021 to the third quarter of 2022. This increase in net interest income and related expansion in NIM resulted primarily from the Company’s balance sheet management strategies, which benefited from increases in the FFTR. Notable changes in specific categories included the following:

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Average interest-earning cash was $921 million with a weighted-average yield of 0.16% during the third quarter of 2021 compared to $724 million with a weighted-average yield of 2.31% for the third quarter of 2022.

Average investments grew from $556 million with a weighted-average yield of 1.39% during the third quarter of 2021 to $695 million with a weighted-average yield of 1.88% for the third quarter of 2022.

Average non-PPP Traditional Bank loans grew from $3.3 billion with a weighted-average yield of 4.00% during the third quarter of 2021 to $3.7 billion with a weighted average yield of 4.22% during the third quarter of 2022.

●

Offsetting the above increase, the Traditional Bank recognized $184,000 of fees and interest on its PPP portfolio during the third quarter of 2022 compared to $5.7 million of similar fees and interest during the third quarter of 2021. The $5.5 million decrease in PPP fees and interest primarily highlighted the short-term nature of the PPP, as approximately 97% of all fees and interest eligible to be recognized under the program by the Traditional Bank were recognized during 2020 and 2021.

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Table 2 — Traditional Bank Net Interest Income and Net Interest Margin Excluding PPP (Non-GAAP)

The Company earns fees and a coupon interest rate of 1.0% on its PPP portfolio. Due to the short-term nature of the PPP, management believes Traditional Bank net interest income excluding PPP fees and coupon interest is a more appropriate measure to analyze the performance of the Traditional Bank’s net interest income and net interest margin. The following table reconciles Traditional Bank net interest income and net interest margin to Traditional Bank net interest income and net interest margin excluding PPP fees and interest, a non-GAAP measure.



	Net Interest Income								Interest-Earning Assets								Net Interest Margin
	Three Months Ended Sep. 30,								Three Months Ended Sep. 30,								Three Months Ended Sep. 30,
(dollars in thousands)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change		2022		2021		% Change

Traditional Banking - GAAP	$	46,562	$	40,297	$	6,265	16	%	$	5,136,395	$	5,006,198	$	130,197	3	%	3.63	%	3.22	%	0.41	%
Less: Impact of PPP fees and interest		184		5,668		(5,484)	(97)			12,462		185,931		(173,469)	(93)		0.01		0.35		(0.34)
Traditional Banking ex PPP fees and interest - non-GAAP	$	46,378	$	34,629	$	11,749	34		$	5,123,933	$	4,820,267	$	303,666	6		3.62		2.87		0.75

As previously disclosed, both short-term and long-term market interest rates are expected to continue increasing during the remainder of 2022 and potentially into 2023 because of expected monetary tightening by the FOMC. Additional increases in short-term interest rates and overall market rates are generally believed by management to be favorable to the Traditional Bank’s net interest income and net interest margin in the near term, while decreases in short-term interest rates and overall market rates are generally believed by management to be unfavorable to the Traditional Bank’s net interest income and net interest margin in the near term.

Increases in market interest rates, however, could have a negative impact on net interest income and net interest margin if the Traditional Bank is unable to maintain its deposit balances and the cost of those deposits at the levels assumed in its interest-rate-risk model. In addition, a flattening or inversion of the yield curve, causing the spread between long-term interest rates and short-term interest rates to decrease, could negatively impact the Traditional Bank’s net interest income and net interest margin. Variables which may impact the Traditional 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 Traditional Bank’s financial products and the Traditional Bank’s overall future liquidity needs.

Warehouse Lending segment

Net interest income within the Warehouse segment decreased $3.3 million, or 52%, from the third quarter of 2021 to the third quarter of 2022, driven by decreases in both average outstanding balances and net interest margin. Overall average outstanding Warehouse balances declined from $717 million during the third quarter of 2021 to $474 million for the third quarter of 2022, driven largely by a sharp rise in long-term interest rates during 2022, which depressed mortgage-refinancing demand and resulted in a sharp drop in Warehouse line usage.

In addition, the Warehouse net interest margin decreased 97 basis points from 3.51% during the third quarter of 2021 to 2.54% during the third quarter of 2022. The decline in the Warehouse net interest margin occurred as its funding costs, as charged through the Company’s funds-transfer-pricing methodology, generally rose in tandem with the increase in short-term interest rates during the year, while its yield increases were delayed until the adjustable rates on its clients’ lines of credit surpassed their contractual interest rate floors. These interest rate floors benefited Warehouse’s net interest margin substantially during 2020 and 2021 when market rates declined to historical lows but have produced margin compression since the onset of the FFTR increases during 2022.

Committed Warehouse lines-of-credit decreased from $1.4 billion as of September 30, 2021 to $1.2 billion as of September 30, 2022, while average usage rates for Warehouse lines were 40% and 52%, respectively, during the first nine months of 2022 and 2021.

Average Committed Warehouse lines-of-credit decreased to $1.3 billion from $1.4 billion for the quarter-ended September 30, 2022, while average usage rates for Warehouse lines were 38% and 51%, respectively, during the third quarters of 2022 and 2021.

Additional increases in short-term interest rates and overall market rates are generally believed by management to be favorable to Warehouse’s net interest income and net interest margin in the near term, however, the benefit of an increase in rates could be partially or entirely offset by a reduction in average outstanding balances driven by a decline in demand from Warehouse clients, as higher long-term interest rates generally drive lower demand for Warehouse borrowings. In addition, a lower demand for Warehouse borrowings could cause additional competitive pricing pressures for the industry, driving down the yield Warehouse earns on its lines of credits.

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Tax Refund Solutions segment

TRS’s net interest income increased $1.4 million for the third quarter of 2022 compared to the same period in 2021, driven primarily by an increase interest income on TRS’s prepaid card balances as a function of the Company’s FTP methodology and a rise in interest rates. For factors affecting the comparison of the TRS results of operations for the third quarter of 2022 and the third quarter of 2021, see section titled “OVERVIEW (Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021) - Tax Refund Solutions.”

Republic Credit Solutions segment

RCS’s net interest income increased $648,000, or 11%, from the third quarter of 2021 to the third quarter of 2022. The increase was driven primarily by an increase in fee income from RCS’s LOC products partially offset by a decrease in interest income from RCS’s hospital receivables.

RCS’s LOC loan fees, which are recorded as interest income on loans, increased to $6.6 million during the third quarter of 2022 compared to $4.9 million during the same period in 2021. Interest income on RCS’s LOC I product increased $635,000, driven by a $3 million increase in average outstanding balances for this product from the third quarter of 2021 to the third quarter of 2022. Interest income on RCS’s LOC II product increased $540,000, as the Company first piloted this product during the first quarter of 2021 with limited outstanding balances during the pilot phase.

Interest income from RCS’s hospital receivables decreased $545,000 from the third quarter of 2021 to the third quarter of 2022 resulting from a $28 million decrease in average receivables from period to period.

Overall product demand for the RCS segment is not assumed to be interest rate sensitive and therefore management does not believe a rising interest rate environment will impact demand for its various consumer loan products. A rising interest rate environment, however, likely will impact the Company’s internal FTP cost allocated to this segment. As a result, the impact of rising interest rates to RCS during 2022 and, potentially into 2023, will be negative to the segment’s financial results, although the exact amount of the negative impact will depend on the internal FTP cost assigned, as well as, the overall volume and mix of loans it generates.

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Table 3 — Total Company Average Balance Sheets and Interest Rates



	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
	Average				Average		Average				Average
(dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate

ASSETS

Interest-earning assets:
Federal funds sold and other interest-earning deposits	$	727,626	$	4,176	2.30	%	$	924,859	$	359	0.16	%
Investment securities, including FHLB stock (1)		694,781		3,274	1.88			555,934		1,928	1.39
RCS LOC products (2)		30,919		6,635	85.84			22,804		4,863	85.30
Other RPG loans (3) (7)		77,429		1,102	5.69			105,414		1,288	4.89
Outstanding Warehouse lines of credit (4) (7)		473,923		5,491	4.63			717,036		6,698	3.74
Paycheck Protection Program loans (5) (7)		12,462		184	5.91			185,931		5,668	12.19
All other Core Bank loans (6) (7)		3,711,436		39,194	4.22			3,373,085		33,665	3.99

Total interest-earning assets		5,728,576		60,056	4.19			5,885,063		54,469	3.70

Allowance for credit losses		(65,262)						(61,562)

Noninterest-earning assets:
Noninterest-earning cash and cash equivalents		108,069						140,037
Premises and equipment, net		33,307						38,377
Bank owned life insurance		100,740						99,386
Other assets (1)		170,692						187,287
Total assets	$	6,076,122					$	6,288,588

LIABILITIES AND STOCKHOLDERS’ EQUITY

Interest-bearing liabilities:
Transaction accounts	$	1,703,020	$	496	0.12	%	$	1,569,408	$	91	0.02	%
Money market accounts		787,523		601	0.31			822,190		96	0.05
Time deposits		238,149		702	1.18			298,179		835	1.12
Reciprocal money market and time deposits		48,432		31	0.26			188,357		124	0.26
Brokered deposits		—		—	—			30,001		2	0.03

Total interest-bearing deposits		2,777,124		1,830	0.26			2,908,135		1,148	0.16

SSUARs and other short-term borrowings		220,149		94	0.17			242,867		20	0.03
Federal Home Loan Bank advances		20,000		96	1.92			25,000		6	0.10
Subordinated note		—		—	—			40,791		166	1.63

Total interest-bearing liabilities		3,017,273		2,020	0.27			3,216,793		1,340	0.17

Noninterest-bearing liabilities and Stockholders’ equity:
Noninterest-bearing deposits		2,096,911						2,118,200
Other liabilities		110,190						104,660
Stockholders’ equity		851,748						848,935
Total liabilities and stockholders’ equity	$	6,076,122					$	6,288,588

Net interest income			$	58,036					$	53,129

Net interest spread					3.92	%					3.53	%

Net interest margin					4.05	%					3.61	%

(1)	For the purpose of this calculation, the fair market value adjustment on debt securities is included as a component of other assets.

(2)	Interest income for RCS line-of-credit products is composed entirely of loan fees.

(3)	Interest income includes loan fees of $0 and $0 for the three months ended September 30, 2022 and 2021.

(4)	Interest income includes loan fees of $402,000 and $779,000 for the three months ended September 30, 2022 and 2021.

(5)	Interest income includes loan fees of $152,000 and $5.2 million for the three months ended September 30, 2022 and 2021.

(6)	Interest income includes loan fees of $911,000 and $1.2 million for the three months ended September 30, 2022 and 2021.

(7)	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.

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Table 4 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 4 — Total Company Volume/Rate Variance Analysis


		Three Months Ended September 30, 2022
		Compared to
		Three Months Ended September 30, 2021
	Total Net		Increase / (Decrease) Due to
(in thousands)	Change		Volume		Rate

Interest income:

Federal funds sold and other interest-earning deposits	$	3,817	$	(93)	$	3,910
Investment securities, including FHLB stock		1,346		552		794
RCS LOC products		1,772		1,741		31
Other RPG loans		(186)		(378)		192
Outstanding Warehouse lines of credit		(1,207)		(2,590)		1,383
Paycheck Protection Program loans		(5,484)		(3,532)		(1,952)
All other Core Bank loans		5,529		3,501		2,028
Net change in interest income		5,587		(799)		6,386

Interest expense:

Transaction accounts		405		8		397
Money market accounts		505		(4)		509
Time deposits		(133)		(175)		42
Reciprocal money market and time deposits		(93)		(89)		(4)
Brokered deposits		(2)		(2)		—
SSUARs and other short-term borrowings		74		(2)		76
Federal Home Loan Bank advances		90		(2)		92
Subordinated note		(166)		(166)		—
Net change in interest expense		680		(432)		1,112

Net change in net interest income	$	4,907	$	(367)	$	5,274

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Provision

Total Company Provision was a net charge of $1.6 million for the third quarter of 2022 compared to a net charge of $1.3 million for the same period in 2021.

The following were the most significant components comprising the Company’s Provision by reportable segment:

Traditional Banking segment

The Traditional Banking Provision during the third quarter of 2022 was a net credit of $753,000 compared to a net credit of $44,000 for the third quarter of 2021. An analysis of the Provision for the third quarter of 2022 compared to the same period in 2021 follows:

●

For the third quarter of 2022, the Traditional Bank Provision primarily reflected the following:

The Traditional Bank recognized a $1.7 million credit to the Provision during the third quarter of 2022 due to payoffs and paydowns of loans rated Substandard or Special Mention, with this overall credit to the Provision primarily driven by a favorable payoff of one large Substandard loan.

Offsetting the above was approximately $974,000 in formula reserves for $81 million of non-PPP loan growth during the third quarter of 2022.

●

For the third quarter of 2021, the Traditional Bank’s net credit to the Provision was primarily driven by net loan loss recoveries of $167,000 for the quarter. Loan loss recoveries were positively impacted by a $286,000 recovery from one borrower.

As a percentage of total Traditional Bank loans, the Traditional Banking ACLL was 1.31% as of September 30, 2022 compared to 1.41% as of December 31, 2021 and 1.42% as of September 30, 2021. The Company believes, based on information presently available, that it has adequately provided for Traditional Banking loan losses as of September 30, 2022.

See the sections titled “Allowance for Credit Losses” and “Asset Quality” in this section of the filing under “Comparison of Financial Condition” for additional discussion regarding the Provision and the Bank’s credit quality.

Warehouse Lending segment

Warehouse recorded a net credit to the Provision of $386,000 for the third quarter of 2022 compared to a net credit of $223,000 for the same period in 2021. Provision for both periods reflected changes in general reserves consistent with changes in declining outstanding period-end balances. Outstanding Warehouse period-end balances decreased $154 million during the third quarter of 2022 compared to a decrease of $89 million during the third quarter of 2021.

As a percentage of total Warehouse outstanding balances, the Warehouse ACLL was 0.25% as of September 30, 2022, December 31, 2021, and September 30, 2021. The Company believes, based on information presently available, that it has adequately provided for Warehouse loan losses as of September 30, 2022.

Tax Refund Solutions segment

TRS recorded a net credit to the Provision of $1.3 million during the third quarter of 2022, decreasing its weighted average net EA loss rate from 2.85% of total EA originations as of June 30, 2022, to 2.44% of total EA originations as of September 30, 2022. TRS’s net credit of $2.3 million to the Provision for the third quarter of 2021, decreased its weighted average net EA loss rate from 4.09% of total EA originations as of June 30, 2021, to 3.19% of total EA originations as of September 30, 2021.

Negatively impacting the comparability of the TRS Provision from the third quarter of 2021 to the third quarter of 2022 was the previously discussed loan loss guaranty arrangement with one of TRS’s Tax Providers. Under this loan loss guaranty arrangement, one large Tax Provider for TRS guarantees a certain loan loss ceiling as a percentage of EA’s originated through this provider. This provider made a payment to TRS early in the third quarter of 2022 under the loss guaranty arrangement to initially settle charge-off activity through June 30, 2022. During the third quarter of 2022, TRS set aside for reimbursement to this provider all EA recoveries of loans originated through this provider. TRS will continue to reimburse this provider for recoveries of EA loans originated through this provider during 2022 until such time that the loss rate reaches the loss guaranty ceiling, at which time TRS would retain all recoveries thereafter.

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During the third quarter of 2021, TRS recorded a net benefit of $1.0 million for recoveries of EAs through this one provider when no loss guaranty ceiling existed. During the third quarter of 2022, TRS recorded no benefit for recoveries of EAs originated through this provider as all amounts collected during the quarter were reimbursed to the provider. Management believes all EA recoveries during the fourth quarter of 2022 that are covered under this loss guaranty arrangement will also be reimbursed to this provider.

EAs are originated only during the first two months of each year, with losses on those originations initially estimated during the same origination period. All unpaid EAs are charged off by June 30th of each year, with first quarter loss estimates trued-up to actual charge-offs incurred through a second quarter Provision charge or credit. EAs collected during the second half of each year are recorded as recoveries of previously charged-off loans unless such recovery is subject to guarantor reimbursement under a loan-loss guaranty.

For the 2022 and 2021 tax seasons, the following table presents information regarding EA originations, second quarter losses recorded, and third quarter Provision true-ups/loss recoveries:

Table 5 — Easy Advance Performance



(dollars in thousands)		2022 Tax Season			2021 Tax Season			2022/2021 Change

EAs originated during the first two months of the year	(a)	$	311,207		$	250,045		$	61,162

EA net charge-offs (recoveries) recorded ($):
EA net losses recognized for the nine months ended September 30,	(b)	$	7,583		$	7,984		$	(401)
Provision expense recorded during the six months ended June 30,	(c)		8,879			10,226			(1,347)
Provision true-up/EA (recoveries) for the three months ended September 30,	(d)	$	(1,296)		$	(2,242)		$	946

EA net charge-offs (recoveries) recorded (%):
EA net losses recognized for the nine months ended September 30,	(b)/(a)		2.44	%		3.19	%		(0.75)	%
Provision expense recorded during the six months ended June 30,	(c)/(a)		2.85			4.09			(1.24)
Provision true-up/EA (recoveries) for the three months ended September 30,	(d)/(a)		(0.41)	%		(0.90)	%		0.49	%

With all unpaid or unguaranteed EAs having been charged off as of June 30, 2022, any payments received during the fourth quarter of 2022 for unguaranteed EAs will continue to represent recovery credits directly to income.

For factors affecting the comparison of the TRS results of operations for the third quarter of 2022 and the third quarter of 2021, see section titled “OVERVIEW (Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021) - Tax Refund Solutions.”

See additional detail regarding the EA product under Footnote 4 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements.”

Republic Credit Solutions segment

As illustrated in Table 6 below, RCS recorded a net charge to the Provision of $4.0 million during the third quarter of 2022 compared to a net charge to the Provision of $3.8 million for the same period in 2021. The increase in the Provision was driven primarily by a $1.7 million increase in net charge-offs on RCS’s line-of-credit products. Net charge-offs for RCS’s LOC I product increased to $1.8 million for the third quarter of 2022 from $733,000 during the third quarter of 2021, with government stimulus programs generally driving down usage of this product during the third quarter of 2021. Net charge-offs for RCS’s LOC II product were $809,000 for the third quarter of 2022 compared to $254,000 during the third quarter of 2021.

While RCS loans generally return higher yields, they also present a greater credit risk than Traditional Banking loan products. As a percentage of total RCS loans, the RCS ACLL was 14.73% as of September 30, 2022, 13.91% as of December 31, 2021, and 9.99% as of September 30, 2021. The Company believes, based on information presently available, that it has adequately provided for RCS loan losses as of September 30, 2022.

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The following table presents net charges to the RCS Provision by product:

Table 6 — RCS Provision by Product


	Three Months Ended Sep. 30,
(dollars in thousands)	2022		2021		$ Change		% Change
Product:
Lines of credit	$	3,996	$	3,830	$	166	4	%
Hospital receivables		12		(10)		22	NM
Total	$	4,008	$	3,820	$	188	5	%

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Table 7 — Summary of Loan and Lease Loss Experience


	Three Months Ended
	September 30,
(dollars in thousands)	2022			2021

ACLL at beginning of period	$	64,449		$	60,291


Charge-offs:

Traditional Banking:
Commercial & industrial		—			(35)
Consumer		(353)			(279)
Total Traditional Banking		(353)			(314)
Warehouse lines of credit		—			—
Total Core Banking		(353)			(314)

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		—			—
Other TRS loans		—			—
Republic Credit Solutions		(2,922)			(1,064)
Total Republic Processing Group		(2,922)			(1,064)
Total charge-offs		(3,275)			(1,378)

Recoveries:

Traditional Banking:
Residential real estate		24			329
Commercial real estate		275			3
Commercial & industrial		124			16
Home equity		7			5
Consumer		110			128
Total Traditional Banking		540			481
Warehouse lines of credit		—			—
Total Core Banking		540			481

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		1,296			2,242
Other TRS loans		—			19
Republic Credit Solutions		266			75
Total Republic Processing Group		1,562			2,336

Total recoveries		2,102			2,817

Net loan recoveries (charge-offs)		(1,173)			1,439

Provision - Core Banking		(1,069)			(265)
Provision - RPG		2,712			1,559
Total Provision		1,643			1,294
ACLL at end of period	$	64,919		$	63,024


Credit Quality Ratios - Total Company:

ACLL to total loans		1.51	%		1.45	%
ACLL to nonperforming loans		397			301
Net loan charge-offs (recoveries) to average loans		0.11			(0.13)

Credit Quality Ratios - Core Banking:

ACLL to total loans		1.20	%		1.22	%
ACLL to nonperforming loans		308			254
Net loan charge-offs (recoveries) to average loans		(0.02)			(0.02)

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Table 8 — Annualized Net Loan Charge-offs (Recoveries) to Average Loans by Loan Category


	Net Loan Charge-Offs (Recoveries) to Average Loans
	Three Months Ended
	September 30,
	2022		2021

Traditional Banking:
Residential real estate:
Owner occupied	(0.01)	%	(0.15)	%
Nonowner occupied	—		—
Commercial real estate	(0.07)		—
Construction & land development	—		—
Commercial & industrial	(0.13)		—
Paycheck Protection Program	—		—
Lease financing receivables	—		—
Aircraft	—		—
Home equity	(0.01)		—
Consumer:
Credit cards	0.15		0.51
Overdrafts	111.26		63.97
Automobile loans	(0.47)		(0.13)
Other consumer	3.49		1.66
Total Traditional Banking	—		(0.02)
Warehouse lines of credit	—		—
Total Core Banking	(0.02)		(0.02)

Republic Processing Group:
Tax Refund Solutions:
Easy Advances*	NM		NM
Other TRS loans	NM		NM
Republic Credit Solutions	2.77		0.81
Total Republic Processing Group	1.42		(1.05)
Total	0.11	%	(0.13)	%

* All loss rates above are based on net charge-offs as a function of average outstanding portfolio balances. Easy Advances are originated during the first two months of each year, with all EAs charged-off by June 30^th of each year. Due to their relatively short life, EA net charge-offs are typically analyzed by the Company as a percentage of total EA originations, not as a percentage of average outstanding balances.

The Company swung from net recoveries to total average loans of 0.13% during the third quarter of 2021 to net charge-offs to total average loans of 0.11% during the third quarter of 2022. The 24-basis-point negative swing was driven by net charge-offs within the Company’s RPG operations.

From the third quarter of 2021 to the third quarter of 2022, RPG experienced a $946,000 decrease in net EA recoveries within its TRS segment. For factors affecting the comparison of the TRS results of operations for the third quarter of 2022 and the third quarter of 2021, see section titled “OVERVIEW (Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021) - Tax Refund Solutions.”

From the third quarter of 2021 to the third quarter of 2022, RPG experienced a $1.7 million increase in net charge-offs within its RCS segment. Net charge-offs for RCS’s LOC I product increased to $1.8 million for the third quarter of 2022 from $733,000 for the third quarter of 2021, with government stimulus programs generally driving down usage of this product during the third quarter of 2021. Net charge-offs for RCS’s LOC II product were $809,000 for the third quarter of 2022 compared to $254,000 of net charge-offs for the third quarter of 2021, with this product first piloted during the first quarter of 2021.

During the third quarters of 2022 and 2021, the Company’s Core Bank net charge-offs to average Core Bank loans remained near zero.

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Noninterest Income

Total Company noninterest income decreased $3.8 million during the third quarter of 2022 compared to the same period in 2021.

The following were the most significant components comprising the total Company’s noninterest income by reportable segment:

Traditional Banking segment

Traditional Banking’s noninterest income increased $155,000, or 2%, for the third quarter of 2022 compared to the same period in 2021, primarily driven by a $94,000 increase in Interchange Fee Income and a $135,000 increase in Service Charges on Deposit Accounts.

The Bank earns a substantial majority of its fee income related to its overdraft service program from the per item fee it assesses its customers for each insufficient-funds check or electronic debit presented for payment. The total per item fees, net of refunds, included in service charges on deposits for the three months ended September 30, 2022 and 2021 were $1.8 million and $1.6 million. The total daily overdraft charges, net of refunds, included in interest income for the three months ended September 30, 2022 and 2021 were $337,000 and $304,000.

Mortgage Banking segment

A decrease in Mortgage banking income for the quarter was caused by a large and rapid rise in long-term interest rates during the first nine months of 2022, which led to a significant slowdown in the origination of mortgage loans to be sold into the secondary market. As of September 30, 2022, the 30-year mortgage rate was hovering near levels not generally seen since 2008. As a result, the Core Bank sold only $39 million in secondary market loans and achieved an average cash-gain-as-a-percent-of-loans-sold of 2.23% during the third quarter of 2022 compared to sales of $182 million with comparable cash-gain-as-a-percent-of-loans-sold of 2.82% during the third quarter of 2021.

With the FOMC moving forward with its quantitative tightening program during 2022, management believes it is likely that the Core Bank’s mortgage origination volume will continue to be negatively impacted by rising interest rates causing additional declines in mortgage banking income throughout 2022.

Tax Refund Solutions segment

TRS’s noninterest income decreased $728,000 during the third quarter of 2022 compared to the same period in 2021, primarily driven by a $687,000 decrease in net RT fees. The decrease in net RT fees was primarily driven by 3% overall decrease in RT volume from the 2021 to the 2022 tax season, with a significant portion of that decrease driven by the loss of one of TRS’s Tax Providers following the announcement of the now-cancelled May 2021 Asset Purchase Agreement. Also impacting the decrease in net RT fees from the third quarter of 2021 to the third quarter of 2022 was the previously mentioned two-week delay in the 2021 tax season, which pushed a greater percentage of RT volume into the third quarter of 2021.

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Republic Credit Solutions segment

RCS’s noninterest income increased $952,000, or 29%, during the third quarter of 2022 compared to the same period in 2021, with program fees representing the entirety of RCS’s noninterest income. The increase in RCS program fees primarily reflected higher sales volume from RCS’s line of credit and installment loan products, as sales volume was negatively impacted during the third quarter of 2021 by federal government stimulus programs implemented to combat the economic impact of the COVID pandemic. Proceeds from the sale of RCS loan products totaled $306 million during the third quarter of 2022, a 13% increase from the same period in 2021.

The following table presents RCS program fees by product:

Table 9 — RCS Program Fees by Product


	Three Months Ended Sep. 30,
(dollars in thousands)	2022		2021		$ Change		% Change
Product:
Lines of credit	$	1,828	$	1,535	$	293	19	%
Hospital receivables		38		62		(24)	(39)
Installment loans*		2,342		1,659		683	41
Total	$	4,208	$	3,256	$	952	29	%

*	The Company has elected the fair value option for this product, with mark-to-market adjustments recorded as a component of program fees.

Noninterest Expense

Total Company noninterest expense increased $1.7 million, or 4%, during the third quarter of 2022 compared to the same period in 2021.

The following were the most significant components comprising the increase in noninterest expense by reportable segment:

Traditional Banking segment

Traditional Banking noninterest expense increased $1.9 million, or 5%, for the third quarter of 2022 compared to the same period in 2021. The following primarily drove the change in noninterest expense:

●

Other noninterest expense increased by $981,000, or 90%. Notable fluctuations within the Other noninterest expense category were as follows:

Meals, Entertainment, and Travel expenses increased $198,000, with in-person community outreach and business-related travel increasing to nearer pre-pandemic levels in combination with inflationary pressures on these costs.

Freight and supplies expense increased $196,000, with these expenses negatively impacted by additional usage and inflation-related cost increases.

Provision for losses on off-balance sheet commitments increased $76,000 driven primarily by an increase in the Bank’s committed but unused lines of credit during the previous 12 months.

Losses related to client disputes for unauthorized checks as well as unauthorized debit and credit card transactions increased $56,000 during the quarter.

The remaining increase was spread over several miscellaneous accounts, with these expenses rising back closer to pre-pandemic levels.

●

Salaries and Benefits expense increased $631,000, or 3%, to $22.3 million for the third quarter of 2022. The most notable changes within this category were as follows:

Employee benefit expense increased a net $661,000 driven by an $842,000 increase in healthcare claims.

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Direct salaries increased a net $255,000, or 2%, as the additional cost of annual merit increases was substantially offset by a 49-count reduction in full-time equivalent employees.

Overhead salaries increased $710,000, as a greater portion of overhead salaries was allocated to the Traditional Banking segment than the Mortgage Banking segment during the third quarter of 2022 compared to the same period in 2021. Overhead salaries are allocated to the Traditional Banking and the Mortgage Banking segments each period based on each segment’s pro rata mortgage production, with Mortgage Banking production disproportionately and negatively impacted during 2022 following a rise in interest rates.

Estimated bonus expense decreased $785,000 from the third quarter of 2021 to the third quarter of 2022, as the September 30, 2022 bonus accrual balance was reduced to bring it in-line with the current expected payouts for the year.

Warehouse Lending segment

Noninterest expense at the Warehouse segment decreased $205,000 during the third quarter of 2022 compared to the same period in 2021, primarily due to lower incentive compensation expense recorded during 2022, generally due to lower Warehouse client loan volumes during 2022.

Mortgage Banking segment

Noninterest expense at the Mortgage Banking segment decreased $1.3 million, or 38%, during the third quarter of 2022 compared to the same period in 2021, primarily due to a $710,000 reduction in overhead salaries allocated to the Mortgage Banking segment and a $680,000 reduction in mortgage commissions, with both reductions resulting from the previously discussed slowdown in mortgage origination volume.

Republic Credit Solutions segment

Noninterest expense at the RCS segment increased $992,000, or 81%, during the third quarter of 2022 compared to the same period in 2021, primarily due to increased marketing of RCS’s LOC II product. The LOC II product was first piloted during the first quarter of 2021.

OVERVIEW (Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021)

Total Company net income for the first nine months of 2022 was $71.3 million, a $1.3 million, or 2%, increase from the same period in 2021. Diluted EPS increased to $3.58 for the first nine months of 2022 compared to $3.39 for the same period in 2021. The increase in net income primarily reflected the following:

●

The benefit of a $13.0 million pre-tax legal settlement;

●

The benefit of a $5.0 million pre-tax contract termination fee;

●

A $16.2 million increase in non-PPP related net interest income;

●

A $15.6 million decrease in PPP income within interest income; and

●

An $11.1 million decrease in Mortgage Banking income.

The following are general highlights by reportable segment:

Traditional Banking segment

●

Net income decreased $1.1 million, or 4%, for the first nine months of 2022 compared to the same period in 2021.

●

Net interest income increased $2.2 million, or 2%, for the first nine months of 2022 compared to the same period in 2021.

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●

Provision was a net credit of $287,000 for the first nine months of 2022 compared to a net credit of $126,000 for the same period in 2021.

●

Noninterest income increased $364,000, or 2%, for the first nine months of 2022 compared to the same period in 2021.

●

Noninterest expense increased $4.1 million, or 4%, for the first nine months of 2022 compared to the same period in 2021.

●

Total Traditional Bank loans increased $246 million, or 7%, during the first nine months of 2022, driven primarily by strong CRE loan growth.

●

Total nonperforming loans to total loans for the Traditional Banking segment was 0.44% as of September 30, 2022 compared to 0.59% as of December 31, 2021.

●

Delinquent loans to total loans for the Traditional Banking segment was 0.12% as of September 30, 2022 compared to 0.21% as of December 31, 2021.

●

Total Traditional Bank deposits remained at $4.4 billion from December 31, 2021 to September 30, 2022.

Warehouse Lending segment

●

Net income decreased $5.4 million, or 42%, for the first nine months of 2022 compared to the same period in 2021.

●

Net interest income decreased $8.0 million, or 41%, for the first nine months of 2022 compared to the same period in 2021.

●

The Warehouse Provision was a net credit of $1.0 million for the first nine months of 2022 compared to a net credit of $530,000 for the same period in 2021.

●

Average committed Warehouse lines remained at $1.4 billion in the first nine months of 2022 compared to the first nine months of 2021.

●

Average line usage was 40% during the first nine months of 2022 compared to 52% during the same period in 2021.

Mortgage Banking segment

●

Within the Mortgage Banking segment, mortgage banking income decreased $11.1 million, or 67%, during the first nine months of 2022 compared to the same period in 2021.

●

Overall, Republic’s proceeds from sale of secondary market loans totaled $226 million during the first nine months of 2022 compared to $563 million during the same period in 2021, with the Company’s cash-gain-as-a-percent-of-loans-sold decreasing to 2.23% from 3.12% from period to period.

Tax Refund Solutions segment

●

Net income increased $14.5 million, or 105%, for the first nine months of 2022 compared to the same period in 2021.

●

Net interest income increased $3.2 million, or 20%, for the first nine months of 2022 compared to the same period in 2021.

●

Total EA originations were $311 million during the first nine months of 2022 compared to $250 million for the first nine months of 2021.

●

Overall, TRS recorded a net charge to the Provision of $7.0 million during the first nine months of 2022 compared to a net charge to the Provision of $7.9 million for the same period in 2021.

●

Noninterest income increased $14.6 million for the first nine months of 2022 compared to the same period in 2021. Noninterest income for the first nine months of 2022 included a $5.0 million non-recurring contract termination fee and a $13.0 million non-recurring legal settlement payment.

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●

Net RT revenue decreased $3.3 million for the first nine months of 2022 compared to the same period in 2021.

●

Noninterest expense was $11.9 million for the first nine months of 2022 compared to $12.0 million for the same period in 2021.

2021

The start of the IRS processing season was delayed approximately two weeks later than a typical tax season; and

The Company believes stimulus programs from the Federal Government and pandemic-related restrictions during early 2021 negatively impacted demand for TRS’s RT and EA products.

2022

TRS amended one of its existing third-party contracts to provide for a small revenue share from Republic to the third party, along with a cap on loan losses from the third party to Republic for all EA products originated through this provider;

TRS experienced a loss of RT and EA product volume to Green Dot directly following the execution of the TRS Purchase Agreement;

Although to a lesser degree than in the 2021 tax season, management believes stimulus programs from the Federal Government during the latter half of 2021 negatively impacted the 2022 tax season;

The Bank received a $5.0 million non-recurring termination fee in January 2022 following the cancellation of the Sales Transaction; and

The Bank received a $13.0 million non-recurring legal settlement in June 2022 upon settling its lawsuit against Green Dot.

In addition to the more normal timing of the tax season in 2022 as compared to 2021, the fiscal year 2022 tax season, in totality, was favorably impacted by a contractual amendment with one of the Company’s large Tax Providers. As a result of the amended contract, TRS shares certain revenues with this provider, while this provider absorbs certain overhead costs of the program and furnishes to TRS a loan loss guaranty ceiling as a percentage of EAs originated by this provider. Through this provider, TRS originated $172 million of EAs during the first quarter of 2022 as compared to $135 million originated during the first quarter of 2021. The net cost of the revenue share to the provider from TRS was approximately $266,000 for the $172 million of EA volume, while the benefit to TRS of the overhead costs absorbed by this provider was approximately $543,000 and the net benefit to TRS of the loan loss guaranty ceiling for the first nine months of 2022 was approximately $1.3 million.

Negatively impacting the first nine months of 2022 as compared to the first nine months of 2021 was a loss of RT volume by RB&T to Green Dot from certain third-party Tax Providers following the execution of the TRS Purchase Agreement. While TRS was able to partially offset this lost volume through higher volume from other existing relationships, the lost volume to Green Dot from this one provider had a negative impact to the overall results of TRS for the first nine months of 2022 and may continue to have a negative impact to the overall results of TRS beyond 2022, if TRS is unable to win this business back through its normal solicitation process.

As a net result of all the factors in the preceding paragraphs as well as the positive impact to non-interest income of the Green Dot settlement, TRS experienced a net positive improvement to its first nine months of 2022 operating results as compared to the first nine months of 2021.

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Republic Credit Solutions segment

●

Net income increased $763,000, or 7%, for the first nine months of 2022 compared to the same period in 2021.

●

Net interest income increased $3.5 million, or 22%, for the first nine months of 2022 compared to the same period in 2021.

●

Overall, RCS recorded a net charge to the Provision of $8.8 million during the first nine months of 2022 compared to a net charge of $5.0 million for the same period in 2021.

●

Noninterest income increased $3.3 million, or 46%, from the first nine months of 2022 to the first nine months of 2022.

●

Noninterest expense was $5.7 million for the first nine months of 2022 and $3.3 million for the same period in 2021.

●

Total nonperforming loans to total loans for the RCS segment was 0.04% as of September 30, 2022 and December 31, 2021.

●

Delinquent loans to total loans for the RCS segment was 7.60% as of September 30, 2022 compared to 6.48% as of December 31, 2021.

RESULTS OF OPERATIONS (Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021)

Net Interest Income

Banking operations are significantly dependent upon net interest income. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities, and the interest expense on interest-bearing liabilities used to fund those assets, such as interest-bearing deposits, securities sold under agreements to repurchase, and FHLB advances. Net interest income is impacted by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities, as well as market interest rates.

See the section titled “Asset/Liability Management and Market Risk” in this section of the filing regarding the Bank’s interest rate sensitivity.

A large amount of the Company’s financial instruments track closely with, or are primarily indexed to, either the FFTR, Prime, or LIBOR. These rates trended lower in the first quarter of 2020 with the onset of the COVID pandemic, as the FOMC reduced the FFTR to approximately 25 basis points. With the rise of inflation during the latter half of 2021 and a steep inflationary rise during the first half of 2022, representing inflationary levels not seen in approximately 40 years, the FOMC began executing a quantitative tightening program by reducing its balance sheet, selling certain types of bonds in the market, and repeatedly increasing the FFTR. The FOMC’s increases to the FFTR during the first nine months of 2022 included the following:

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Table 10 — Increases to the Federal Funds Target Rate during 2022


	Increase to		FFTR
Date	the FFTR		after Increase

March 17, 2022	0.25	%	0.50	%
May 5, 2022	0.50		1.00
June 16, 2022	0.75		1.75
July 27, 2022	0.75		2.50
September 21, 2022	0.75		3.25

The FOMC’s actions and signals continued to place upward pressure on long-term market interest rates for bonds and loans during the third quarter of 2022. Further monetary tightening by the Federal Reserve in the future will likely cause both short-term and long-term market interest rates to increase during the remainder of 2022 and, potentially, into 2023. Increases in market interest rates are expected to impact the various business segments of the Company differently and will be discussed in further detail in the sections below.

Total Company net interest income was $171.9 million during the first nine months of 2022 and represented an increase of $581,000 from the first nine months of 2021. Total Company net interest margin expanded to 3.95% during the first nine months of 2022 compared to 3.86% for the same period in 2021.

The following were the most significant components affecting the Company’s net interest income by reportable segment:

Traditional Banking segment

The Traditional Banking’s net interest income increased $2.2 million, or 2%, for the first nine months of 2022 compared to the same period in 2021. Traditional Banking’s net interest margin was 3.20% for the first nine months of 2022, a decrease of one basis point from the same period in 2021.

The increase in the Traditional Bank’s net interest income during the first nine months of 2022 was primarily attributable to the following factors:

●

Traditional Bank net interest income, excluding PPP fees and interest, increased $17.8 million, or 17%, from the first nine months of 2021, as average non-PPP loans at the Traditional Bank grew from $3.3 billion for the first nine months of 2021 to $3.6 billion for the first nine months of 2022. Adding to the benefit of growth in non-PPP Traditional Bank loans was a 25-basis point increase in the Traditional Bank’s net interest margin excluding PPP loans and related fees and interest. The Traditional Bank’s net interest margin, excluding the PPP-related elements, increased from 2.93% for the first nine months of 2021 to 3.18% for the first nine months of 2022.

●

Increases in the FFTR during 2022 continued to benefit the Traditional Bank’s high level of interest-earning cash on its balance sheet, as well as its loan and investment portfolio yields. As a result, the Traditional Bank’s yield on interest earning assets, excluding PPP, increased 19 basis points from the first nine months of 2021 to the first nine months of 2022.

●

The Traditional Bank recognized $1.3 million of fees and interest on its PPP portfolio during the first nine months of 2022 compared to $16.9 million of similar income during the same period in 2021. The $15.6 million decrease in PPP fees and interest primarily highlighted the short-term nature of this program, which was closer to its peak during the first nine months of 2022.

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Table 11 — Traditional Bank Net Interest Income and Net Interest Margin Excluding PPP (Non-GAAP)



	Net Interest Income								Interest-Earning Assets								Net Interest Margin
	Nine Months Ended Sep. 30,								Nine Months Ended Sep. 30,								Nine Months Ended Sep. 30,
(dollars in thousands)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change		2022		2021		% Change

Traditional Banking - GAAP	$	121,868	$	119,677	$	2,191	2	%	$	5,081,360	$	4,966,562	$	114,798	2	%	3.20	%	3.21	%	(0.01)	%
Less: Impact of PPP fees and interest		1,307		16,949		(15,642)	(92)			19,844		299,458		(279,614)	(93)		0.02		0.28		(0.26)
Traditional Banking ex PPP fees and interest - non-GAAP	$	120,561	$	102,728	$	17,833	17		$	5,061,516	$	4,667,104	$	394,412	8		3.18		2.93		0.25

As previously disclosed, both short-term and long-term market interest rates are expected to continue to increase during 2022 and, potentially, into 2023 as a result of expected monetary tightening by the FOMC. Additional increases in short-term interest rates and overall market rates are generally believed by management to be favorable to the Traditional Bank’s net interest income and net interest margin in the near term, while decreases in short-term interest rates and overall market rates are generally believed by management to be unfavorable to the Traditional Bank’s net interest income and net interest margin in the near term.

Increases in market interest rates, however, could have a negative impact on net interest income and net interest margin if the Traditional Bank is unable to maintain its deposit balances and the cost of those deposits at the levels assumed in its interest-rate-risk model. In addition, a flattening or inversion of the yield curve, causing the spread between long-term interest rates and short-term interest rates to decrease, could negatively impact the Traditional Bank’s net interest income and net interest margin. Variables which may impact the Traditional 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 Traditional Bank’s financial products, and the Traditional Bank’s overall future liquidity needs.

Warehouse Lending segment

Net interest income within the Warehouse segment decreased $8.0 million, or 41%, from the first nine months of 2021 to the first nine months of 2022, driven by decreases in both average outstanding balances and net interest margin. Overall average outstanding Warehouse balances declined from $745 million during the first nine months of 2021 to $545 million for the first nine months of 2022, driven largely by the sharp rise in long-term interest rates during 2022, which depressed mortgage-refinancing demand and resulted in a sharp drop in Warehouse line usage.

In addition, the Warehouse net interest margin decreased 68 basis points from 3.47% during the first nine months of 2021 to 2.79% during the first nine months of 2022. The decline in the Warehouse net interest margin occurred as its funding costs, as charged through the Company’s funds-transfer-pricing methodology, generally rose in tandem with the increase in short-term interest rates during the year, while its yield increases were delayed until the adjustable rates on its clients’ lines of credit surpassed their contractual interest rate floors. These interest rate floors benefited Warehouse’s net interest margin substantially during 2020 and 2021 when market rates declined to historical lows but have produced margin compression since the onset of the FFTR increases during 2022.

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Tax Refund Solutions segment

TRS’s net interest income increased $3.2 million for the first nine months of 2022 compared to the same period in 2021, driven by an increase in EA fees, an increase in outstanding commercial loan balances, and an increase in interest income on TRS’s prepaid card balances as a function of the Company’s FTP methodology and a rise in interest rates. TRS’s EA product earned $13.6 million in interest income during the first nine months of 2022, a $447,000 increase from the first nine months of 2021 resulting primarily from a $61 million increase in EA originations from period to period. For factors affecting the comparison of the TRS results of operations for the first nine months of 2022 and the first nine months of 2021, see section titled “OVERVIEW (Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021) - Tax Refund Solutions.”

See additional detail regarding the EA product under Footnote 4 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements.”

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Republic Credit Solutions segment

RCS’s net interest income increased $3.5 million, or 22%, from the first nine months of 2021 to the first nine months of 2022. The increase was driven primarily by an increase in fee income from RCS’s LOC products partially offset by a decrease in interest income from RCS’s hospital receivables.

RCS’s LOC loan fees, which are recorded as interest income on loans, increased to $18.1 million during the first nine months of 2022 compared to $12.6 million during the same period in 2021.

Interest income on RCS’s LOC I product increased $2.6 million, driven by a $5 million increase in average outstanding balances for this product from the first nine months of 2021 to the first nine months of 2022. Interest income on RCS’s LOC II product increased $2.3 million, as the Company first piloted this product during the first nine months of 2021 with limited outstanding balances during the pilot phase.

Interest income from RCS’s hospital receivables decreased $1.4 million from the first nine months 2021 to the same period in 2022 resulting from a $33 million decrease in average receivables from period to period.

Overall product demand for the RCS segment is not assumed to be interest rate sensitive and therefore management does not believe a rising interest rate environment will impact demand for its various consumer loan products. A rising interest rate environment, however, likely will impact the Company’s internal FTP cost allocated to this segment. As a result, the impact of rising interest rates to RCS during 2022 will be negative to the segment’s financial results, although the exact amount of the negative impact will depend on the internal FTP cost assigned, as well as the overall volume and mix of loans it generates.

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Table 12 — Total Company Average Balance Sheets and Interest Rates


	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
	Average				Average		Average				Average
(dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate

ASSETS

Interest-earning assets:
Federal funds sold and other interest-earning deposits	$	800,643	$	6,243	1.04	%	$	792,858	$	776	0.13	%
Investment securities, including FHLB stock (1)		664,455		8,151	1.64			560,780		5,857	1.39
TRS Easy Advance loans (2)		31,946		13,606	56.79			35,203		13,159	49.84
RCS LOC products (2)		28,123		18,119	85.90			18,648		12,552	89.75
Other RPG loans (3) (7)		96,448		4,392	6.07			116,709		5,196	5.94
Outstanding Warehouse lines of credit (4) (7)		545,301		15,444	3.78			744,522		20,892	3.74
Paycheck Protection Program loans (5) (7)		19,844		1,307	8.78			299,458		16,949	7.55
All other Core Bank loans (6) (7)		3,611,777		108,669	4.01			3,349,804		100,546	4.00

Total interest-earning assets		5,798,537		175,931	4.05			5,917,982		175,927	3.96

Allowance for credit loss		(68,847)						(67,415)

Noninterest-earning assets:
Noninterest-earning cash and cash equivalents		210,637						177,667
Premises and equipment, net		34,355						38,891
Bank owned life insurance		100,146						88,414
Other assets (1)		171,819						188,250
Total assets	$	6,246,647					$	6,343,789

LIABILITIES AND STOCKHOLDERS’ EQUITY

Interest-bearing liabilities:
Transaction accounts	$	1,698,005	$	762	0.06	%	$	1,551,690	$	266	0.02	%
Money market accounts		791,625		863	0.15			776,448		292	0.05
Time deposits		244,412		1,916	1.05			305,456		2,871	1.25
Reciprocal money market and time deposits		60,627		113	0.25			273,312		585	0.29
Brokered deposits		—		—	—			38,864		23	0.08

Total interest-bearing deposits		2,794,669		3,654	0.17			2,945,770		4,037	0.18

SSUARs and other short-term borrowings		271,276		171	0.08			201,992		37	0.02
Federal Home Loan Bank advances		21,099		226	1.43			30,989		47	0.20
Subordinated note		—		—	—			41,089		507	1.65

Total interest-bearing liabilities		3,087,044		4,051	0.17			3,219,840		4,628	0.19

Noninterest-bearing liabilities and Stockholders’ equity:
Noninterest-bearing deposits		2,201,793						2,163,334
Other liabilities		107,814						115,730
Stockholders’ equity		849,996						844,885
Total liabilities and stock-holders’ equity	$	6,246,647					$	6,343,789

Net interest income			$	171,880					$	171,299

Net interest spread					3.88	%					3.77	%

Net interest margin					3.95	%					3.86	%

(1)	For the purpose of this calculation, the fair market value adjustment on debt securities is included as a component of other assets.

(2)	Interest income for Easy Advances and RCS line-of-credit products is composed entirely of loan fees.

(3)	Interest income includes loan fees of $663,000 and $1.7 million for the nine months ended September 30, 2022 and 2021.

(4)	Interest income includes loan fees of $1.5 million and $2.4 million for the nine months ended September 30, 2022 and 2021.

(5)	Interest income includes loan fees of $1.2 million and $14.6 million for the nine months ended September 30, 2022 and 2021.

(6)	Interest income includes loan fees of $3.9 million and $3.0 million for the nine months ended September 30, 2022 and 2021.

(7)	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.

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Table 13 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 13 — Total Company Volume/Rate Variance Analysis


		Nine Months Ended September 30, 2022
		Compared to
		Nine Months Ended September 30, 2021
	Total Net		Increase / (Decrease) Due to
(in thousands)	Change		Volume		Rate

Interest income:

Federal funds sold and other interest-earning deposits	$	5,467	$	7	$	5,460
Investment securities, including FHLB stock		2,294		1,180		1,114
TRS Easy Advance loans*		447		2,897		(2,450)
RCS LOC products		5,567		6,126		(559)
Other RPG loans		(804)		(920)		116
Outstanding Warehouse lines of credit		(5,448)		(5,641)		193
Paycheck Protection Program loans		(15,642)		(18,030)		2,388
All other Core Bank loans		8,123		7,882		241
Net change in interest income		4		(6,499)		6,503

Interest expense:

Transaction accounts		496		27		469
Money market accounts		571		6		565
Time deposits		(955)		(522)		(433)
Reciprocal money market and time deposits		(472)		(405)		(67)
Brokered deposits		(23)		(23)		—
SSUARs and other short-term borrowings		134		16		118
Federal Home Loan Bank advances		179		(20)		199
Subordinated note		(507)		(507)		—
Net change in interest expense		(577)		(1,428)		851

Net change in net interest income	$	581	$	(5,071)	$	5,652

* Since interest income for Easy Advances is composed entirely of loan fees and EAs are only offered during the first two months of each year, volume and rate measurements for this product are based on total EAs originated instead of average EA balances during the period. EA originations totaled $311 million and $250 million for the nine months ended September 30, 2022 and 2021. The unannualized EA yield as a function of total EA originations was 4.37% and 5.26% for the nine months ended September 30, 2022 and 2021.

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Provision

Total Company Provision was a net charge of $14.5 million for the first nine months of 2022 compared to a net charge of $12.2 million for the same period in 2021.

The following were the most significant components comprising the Company’s Provision by reportable segment:

Traditional Banking segment

The Traditional Banking Provision during the first nine months of 2022 was a net credit of $287,000 compared to a net credit of $126,000 for the first nine months of 2021. An analysis of the Provision for the first nine months of 2022 compared to the same period in 2021 follows:

●

For the first nine months of 2022, the Traditional Bank Provision primarily reflected the following:

The Traditional Bank released $3.7 million of reserves following the payoff or upgrade of Substandard and Special Mention loans.

Non-PPP Traditional Bank loans grew $294 million from December 31, 2021 to September 30, 2022, driving approximately $3.4 million of additional Provision tied to general formula reserves for loan growth.

●

For the first nine months of 2021, there was a minimal net credit to the Traditional Bank Provision, generally based on an improving economic outlook in conjunction with limited net charge-offs incurred by the Traditional Bank since making significant life-of-loan reserves during 2020 following the onset of the pandemic. The net credit recorded during the first nine months of 2021 primarily included nominal ACLL releases for the residential real estate, CRE, and HELOC portfolios offset by additional reserves for certain Special Mention loans with continued signs of pandemic-related hardship through September 30, 2021.

Warehouse Lending segment

Warehouse recorded a net credit to the Provision of $1.0 million for the first nine months of 2022 compared to a net credit of $530,000 for the same period in 2021. Provision for both periods reflected changes in general reserves consistent with changes in outstanding period-end balances. Outstanding Warehouse period-end balances decreased $408 million during the first nine months of 2022 compared to a decrease of $212 million during the first nine months of 2021.

Tax Refund Solutions segment

TRS recorded a net charge to the Provision of $7.0 million during the first nine months of 2022 compared to a net charge of $7.9 million for the same period in 2021. Substantially all TRS Provision in both periods was related to its EA product.

TRS recorded a charge to the Provision for EA loans of $7.6 million, or 2.44% of its $311 million in EAs originated during the first nine months of 2022 compared to a charge to the Provision of $8.0 million, or 3.19% of its $250 million of EAs originated during the first nine months of 2021. The decrease in Provision for the first nine months of 2022 was primarily due to the following two factors:

TRS received a contractual loan loss guaranty from one of its large Tax Providers during 2022 that set a percentage ceiling on losses for EAs originated through this provider. Through this provider, TRS originated $172 million of EAs during the

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first nine months of 2022. The net benefit to the TRS Provision for this loan loss guaranty arrangement during the first nine months of 2022 was approximately $1.3 million.

In addition to its contractual guaranty discussed in the previous bullet (1), TRS experienced delayed EA paydowns during the first nine months of 2021 with the start of the IRS tax season delayed into mid-February 2021, combined with federal government stimulus programs during the first nine months of 2021, which generally utilized resources of the IRS and U.S. Treasury to administer the programs.

With all unpaid or unguaranteed EAs having been charged off as of June 30, 2022, any payments received for unguaranteed EAs during the fourth quarter of 2022 will continue to represent recovery credits directly to income.

For factors affecting the comparison of the TRS results of operations for the first nine months of 2022 and the first nine months of 2021, see section titled “OVERVIEW (Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021) - Tax Refund Solutions.”

See additional detail regarding the EA product under Footnote 4 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements.”

Republic Credit Solutions segment

As illustrated in Table 14 below, RCS recorded a net charge to the Provision of $8.8 million during the first nine months of 2022 compared to a net charge to the Provision of $5.0 million for the same period in 2021. The increase in the Provision was driven primarily by a $7.2 million increase in net charge-offs on RCS’s line-of-credit products. Net charge-offs for RCS’s LOC I product increased to $5.1 million for the first nine months of 2022 from $1.9 million during the first nine months of 2021, with government stimulus programs generally driving down usage of this product during the first nine months of 2021. Net charge-offs for RCS’s LOC II product were $2.1 million for the first nine months of 2022 compared to $254,000 of net charge-offs during the first nine months of 2021.

The following table presents net charges to the RCS Provision by product:

Table 14 — RCS Provision by Product


	Nine Months Ended Sep. 30,
(in thousands)	2022			2021	$ Change		% Change
Product:
Lines of credit	$	8,827	$	5,036	$	3,791	75	%
Hospital receivables		9		1		8	800
Total	$	8,836	$	5,037	$	3,799	75	%

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Table 15 — Summary of Loan and Lease Loss Experience


	Nine Months Ended
	September 30,
(dollars in thousands)	2022			2021

ACLL at beginning of period	$	64,577		$	61,067

Charge-offs:

Traditional Banking:
Commercial real estate		—			(428)
Commercial & industrial		—			(35)
Consumer		(861)			(649)
Total Traditional Banking		(861)			(1,112)
Warehouse lines of credit		—			—
Total Core Banking		(861)			(1,112)

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		(11,505)			(10,226)
Other TRS loans		(154)			(21)
Republic Credit Solutions		(8,005)			(2,427)
Total Republic Processing Group		(19,664)			(12,674)
Total charge-offs		(20,525)			(13,786)

Recoveries:

Traditional Banking:
Residential real estate		93			376
Commercial real estate		277			82
Commercial & industrial		141			27
Home equity		119			46
Consumer		305			371
Total Traditional Banking		935			902
Warehouse lines of credit		—			—
Total Core Banking		935			902

Republic Processing Group:
Tax Refund Solutions:
Easy Advances		3,922			2,242
Other TRS loans		665			(3)
Republic Credit Solutions		804			247
Total Republic Processing Group		5,391			2,486
Total recoveries		6,326			3,388

Net loan charge-offs		(14,199)			(10,398)

Provision - Core Banking		(1,271)			(532)
Provision - RPG		15,812			12,887
Total Provision		14,541			12,355
ACLL at end of period	$	64,919		$	63,024

Credit Quality Ratios - Total Company:

ACLL to total loans		1.51	%		1.45	%
ACLL to nonperforming loans		397			301
Net loan charge-offs to average loans		0.44			0.30

Credit Quality Ratios - Core Banking:

ACLL to total loans		1.20	%		1.22	%
ACLL to nonperforming loans		308			254
Net loan charge-offs to average loans		—			0.01

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Table 16 — Annualized Net Loan Charge-offs (Recoveries) to Average Loans by Loan Category


	Net Loan Charge-Offs (Recoveries) to Average Loans
	Nine Months Ended
	September 30,
	2022		2021

Traditional Banking:
Residential real estate:
Owner occupied	(0.01)	%	(0.06)	%
Nonowner occupied	—		—
Commercial real estate	(0.02)		0.03
Construction & land development	—		—
Commercial & industrial	(0.05)		—
Paycheck Protection Program	—		—
Lease financing receivables	—		—
Aircraft	—		—
Home equity	(0.07)		(0.03)
Consumer:
Credit cards	0.21		0.74
Overdrafts	90.38		41.32
Automobile loans	(0.02)		(0.15)
Other consumer	1.19		—
Total Traditional Banking	—		0.01
Warehouse lines of credit	—		—
Total Core Banking	—		0.01

Republic Processing Group:
Tax Refund Solutions:
Easy Advances*	30.29		29.13
Other TRS loans	(6.49)		0.20
Republic Credit Solutions	10.32		2.55
Total Republic Processing Group	13.89		8.27
Total	0.44	%	0.30	%

The Company’s net charge-offs to average total Company loans increased from 0.30% during the first nine months of 2021 to 0.44 % during the first nine months of 2022, with net charge-offs increasing $3.8 million and average total Company loans decreasing $231 million, or 5%. The increase in net charge-offs was primarily driven by a $4.1 million increase in net charge-offs within the Company’s RPG operations, which has historically conducted higher-risk lending activities than the Company’s Core Banking operations.

From the first nine months of 2021 to the first nine months of 2022, RPG experienced a $5.0 million increase in net charge-offs within its RCS segment. Net charge-offs for RCS’s LOC I product increased to $5.1 million for the first nine months of 2022 from $1.9 million for the first nine months of 2021, with government stimulus programs generally driving down usage of this product during the first nine months of 2021. Net charge-offs for RCS’s LOC II product were $2.1 million for the first nine months of 2022 compared to $254,000 of net charge-offs for the first nine months of 2021, with this product first piloted during the first quarter of 2021.

From the first nine months of 2021 to the first nine months of 2022, RPG experienced a $938,000 decrease in net charge-offs within its TRS segment, as TRS amended one of its existing Tax Provider contracts to place a cap on loan losses from EAs originated through this Tax Provider. For factors affecting the comparison of the TRS results of operations for the first nine months of 2022 and the first nine months of 2021, see section titled “OVERVIEW (Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021) - Tax Refund Solutions.”

During the first nine months of 2022 and 2021, the Company’s Core Bank net charge-offs to average Core Bank loans remained near zero.

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Noninterest Income

Total Company noninterest income increased $7.1 million during the first nine months of 2022 compared to the same period in 2021.

The following were the most significant components comprising the total Company’s noninterest income by reportable segment:

Traditional Banking segment

Traditional Banking’s noninterest income increased $364,000, or 2%, for the first nine months of 2022 compared to the same period in 2021, driven primarily by a $783,000 increase in Service Charges on Deposit Accounts offset by a $399,000 nonrecurring gain on sale of a former banking center recorded during the first nine months of 2021.

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 nine months ended September 30, 2022 and 2021 were $5.1 million and $4.0 million. The total daily overdraft charges, net of refunds, included in interest income for the nine months ended September 30, 2022 and 2021 were $933,000 and $810,000.

Mortgage Banking segment

A significant rise in long-term interest rates during the first nine months of 2022 led to a significant slowdown in the origination and subsequent sale of mortgage loans into the secondary market. As a result, Mortgage Banking income decreased from $16.7 million during the first nine months of 2021 to $5.6 million for the first nine months of 2022. For the first nine months of 2022, the Bank sold $226 million in secondary market loans and achieved an average cash-gain-as-a-percent-of-loans-sold during the quarter of 2.23%. During the first nine months of 2021, however, long-term interest rates were closer to historical lows, driving secondary market loan sales of $563 million with comparable cash-gain-as-a-percent-of-loans-sold of 3.12%.

With the FOMC moving forward with its quantitative tightening program during 2022 and, potentially, into 2023, management believes it is likely that the Core Bank’s mortgage origination volume will continue to be negatively impacted by rising interest rates causing additional declines in mortgage banking income.

Tax Refund Solutions segment

TRS’s noninterest income increased $14.6 million, or 65%, during the first nine months of 2022 compared to the same period in 2021. Green Dot paid RB&T a total of $18 million in nonrecurring payments during the first nine months of 2022 related to the now-cancelled TRS Purchase Agreement. These nonrecurring payments included the following:

●

A contract termination fee of $5.0 million in January 2022 after RB&T provided Green Dot a notice of termination of the May 2021 TRS Purchase Agreement for the sale of substantially all of RB&T’s TRS assets and operations to Green Dot.

●

A legal settlement of $13.0 million in June 2022 regarding RB&T’s lawsuit against Green Dot.

Regarding TRS’s RT product, net RT revenue decreased 17% from $19.9 million during the first nine months of 2021 to $16.6 million during the same period in 2022. The decrease was primarily driven by an 3% overall decrease in RT volume from the 2021 to the 2022 tax season, with a substantial portion of that decrease driven by the loss of one of TRS’s tax providers following the announcement of the now-cancelled May 2021 Asset Purchase Agreement.

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Republic Credit Solutions segment

RCS’s noninterest income increased $3.3 million, or 46%, during the first nine months of 2022 compared to the same period in 2021, with program fees representing the entirety of RCS’s noninterest income. The increase in RCS program fees primarily reflected higher sales volume from RCS’s line of credit and installment loan products as sales volume was negatively impacted during the first nine months of 2021 by federal government stimulus programs implemented to combat the economic impact of the COVID pandemic. Proceeds from the sale of RCS loan products totaled $832 million during the first nine months of 2022, an 49% increase from the same period in 2021.

The following table presents RCS program fees by product:

Table 17 — RCS Program Fees by Product


	Nine Months Ended Sep. 30,
(dollars in thousands)	2022		2021		$ Change		% Change
Product:
Lines of credit	$	4,647	$	3,433	$	1,214	35	%
Hospital receivables		125		133		(8)	(6)
Installment loans*		5,712		3,630		2,082	57
Total	$	10,484	$	7,196	$	3,288	46	%

*	The Company has elected the fair value option for this product, with mark-to-market adjustments recorded as a component of program fees.

Noninterest Expense

Total Company noninterest expense increased $4.3 million, or 3%, during the first nine months of 2022 compared to the same period in 2021.

The following were the most significant components comprising the increase in noninterest expense by reportable segment:

Traditional Banking segment

Traditional Banking noninterest expense increased $4.1 million for the first nine months of 2022 compared to the same period in 2021. The following primarily drove the change in noninterest expense:

●

Other noninterest expense increased by $2.5 million, or 64%. Notable fluctuations within the Other noninterest expense category were as follows:

Losses related to client disputes for unauthorized checks as well as unauthorized debit and credit card transactions increased $529,000 during the first nine months of the year.

Meals, Entertainment, and Travel expenses increased $718,000 with in-person community outreach and business-related travel increasing to nearer pre-pandemic levels in combination with inflationary pressures on these costs.

Freight and supplies expense increased $197,000 with these expenses negatively impacted by additional usage and inflation-related cost increases.

Provision for losses on off-balance sheet commitments increased $180,000 driven primarily by an increase in the Bank’s committed but unused lines of credit during the previous 12 months.

The remaining increase was spread over several miscellaneous accounts, with these expenses rising back closer to pre-pandemic levels.

●

Salaries and Benefits expense increased a net $1.2 million, or 2%, to $68.4 million for the first nine months of 2022. The most notable changes within this category were as follows:

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Direct salaries increased a net $768,000, or 1%, as the additional cost of annual merit increases was substantially offset by a 49-count reduction in full-time equivalent employees.

Overhead salaries increased $796,000, as a greater portion of overhead salaries was allocated to the Traditional Banking segment than the Mortgage Banking segment during the first nine months 2022 compared to the same period in 2021. Overhead salaries are allocated to the Traditional Banking and the Mortgage Banking segments each period based on each segment’s pro rata mortgage production, with Mortgage Banking production disproportionately and negatively impacted during 2022 following a rise in interest rates.

Mortgage Banking segment

Noninterest expense at the Mortgage Banking segment decreased $1.9 million, or 20%, during the first nine months of 2022 compared to the same period in 2021, primarily due to a $796,000 reduction in overhead salaries allocated to the Mortgage Banking segment and a $2.1 million reduction in mortgage commissions offset by a $1.7 million reduction in credits to deferred salary expense.

The Company records a credit offset to salary expense for each loan it originates and recognizes the cost of that credit as an adjustment to the loan’s yield over its estimated life. The amount of credit benefit to salary expense during a given quarter is determined by the overall loan origination volume during that quarter. With the dramatic decrease in mortgage origination volume during 2022, the overall credit benefit recognized by the Mortgage Banking segment during the first nine months of 2022 decreased substantially as compared to the first nine months of 2021 when mortgage origination volume was much higher.

Republic Credit Solutions segment

Noninterest expense at the RCS segment increased $2.4 million, or 72%, during the first nine months of 2022 compared to the same period in 2021, primarily due to increased marketing of RCS’s LOC II product. The LOC II product was first piloted during the first quarter of 2021.

COMPARISON OF FINANCIAL CONDITION AS OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

Cash and Cash Equivalents

Cash and cash equivalents include cash, deposits with other financial institutions with original maturities less than 90 days, and federal funds sold. Republic had $754 million in cash and cash equivalents as of September 30, 2022 compared to $757 million as of December 31, 2021. Although the Company deployed some of its excess cash through the purchase of long-term investment securities during the fourth quarter of 2021 and the first nine months of 2022 as a result of movements in the yield curve, it has maintained an overall general strategy of keeping a large amount of cash on balance sheet for interest rate risk protection. This strategy benefitted the Traditional Bank’s net interest income during the first nine months of 2022 as the FOMC began raising the FFTR.

For additional discussion regarding the Bank’s net interest income, see the sections titled “Net Interest Income” in this section of the filing under “RESULTS OF OPERATIONS (Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021) and “RESULTS OF OPERATIONS (Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021).

For cash held at the FRB, the Bank earns a yield on amounts exceeding required reserves. This cash earned a weighted-average yield of 1.04% during the first nine months of 2022 with a spot balance yield of 3.15% on September 30, 2022. For cash held within the Bank’s banking center and ATM networks, the Bank does not earn interest.

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Investment Securities

Table 18 — Purchases of Investment Securities


	Nine Months Ended September 30, 2022
	Purchase		Yield to		Average
(in thousands)	Cost		Maturity		Life

Purchases by Class for the Three Months Ended March 31, 2022
U.S. Treasury	$	85,614	1.51	%	2.5	yrs
U.S. Government Agencies		10,028	1.39		10.0
Mortgage-backed securities - residential		20,134	1.25		10.0
Total	$	115,776	1.45		4.4	yrs

Purchases by Class for the Three Months Ended June 30, 2022
U.S. Treasury	$	74,043	2.62	%	2.1	yrs
Total	$	74,043	2.62		2.1	yrs

Purchases by Class for the Three Months Ended September 30, 2022
U.S. Government Agencies	$	55,001	3.98	%	2.6	yrs
Total	$	55,001	3.98		2.6	yrs

Total Purchases for the Nine Months Ended September 30, 2022	$	244,820	2.37	%	3.3	yrs

During the third quarter, management generally targeted purchases of investment securities with maturities of approximately two years. While the Company will likely continue to replace some of its maturing investments with new purchases, it will likely maintain a general policy of limited growth in the total securities portfolio in the near-term as long as its yield on interest-earning cash continues to rise in proportion to future FFTR increases.

The overall timing and amount of any purchases will depend on many factors including, but not limited to, the Company’s overall current and projected liquidity positions, its customers’ demand for its loans and deposit products, the interest rate environment at the time, as well as the anticipated interest rate environment in the near and long term.

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Table 19 — Loan Portfolio Composition


(dollars in thousands)	September 30, 2022		December 31, 2021		$ Change		% Change

Traditional Banking:
Residential real estate:
Owner occupied	$	863,899	$	820,731	$	43,168	5	%
Nonowner occupied		321,037		306,323		14,714	5
Commercial real estate		1,571,593		1,456,009		115,584	8
Construction & land development		147,418		129,337		18,081	14
Commercial & industrial		404,971		340,363		64,608	19
Paycheck Protection Program		7,855		56,014		(48,159)	(86)
Lease financing receivables		11,333		8,637		2,696	31
Aircraft		166,313		142,894		23,419	16
Home equity		229,038		210,578		18,460	9
Consumer:
Credit cards		14,897		14,510		387	3
Overdrafts		723		683		40	6
Automobile loans		7,890		14,448		(6,558)	(45)
Other consumer		973		1,432		(459)	(32)
Total Traditional Banking		3,747,940		3,501,959		245,981	7
Warehouse lines of credit*		442,238		850,550		(408,312)	(48)
Total Core Banking		4,190,178		4,352,509		(162,331)	(4)

*Republic Processing Group:**
Tax Refund Solutions:
Easy Advances		—		—		—	NM
Other TRS loans		295		50,987		(50,692)	(99)
Republic Credit Solutions		98,977		93,066		5,911	6
Total Republic Processing Group		99,272		144,053		(44,781)	(31)

Total loans**		4,289,450		4,496,562		(207,112)	(5)
Allowance for credit losses		(64,919)		(64,577)		(342)	1

Total loans, net	$	4,224,531	$	4,431,985	$	(207,454)	(5)

*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 decreased by $207 million, or 5%, during the first nine months of 2022 to $4.3 billion as of September 30, 2022. The most significant components comprising the change in loans by reportable segment follow:

Traditional Banking segment

Period-end balances for Traditional Banking loans increased $246 million, or 7%, from December 31, 2021 to September 30, 2022. The following primarily drove the change in loan balances during the first nine months of 2022:

●

CRE loans grew $116 million, or 8%, and C&I loans grew $65 million, or 19%, during the first nine months of 2022, as the Traditional Bank experienced strong loan demand within its Corporate Lending division, its Private, CRE, and Commercial Banking division, and its Northern Kentucky/Cincinnati market.

●

With mortgage refinance volume at all-time record levels during 2020 and 2021, balances of 1-4 family loans, including HELOCs, generally declined as the vast majority of the volume of refinancings was sold into the secondary market. This trend began to change in 2022, however, as a significant rise in long-term, fixed-rate mortgages caused portfolio level ARM loans to become generally more attractive than secondary market loans. As a result, residential real estate loans increased $58 million during the first nine months of 2022, while HELOCs increased $18 million during the same period.

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●

Offsetting the growth above, during the first nine months of 2022, the Core Bank’s PPP portfolio decreased $48 million, as this temporary government program continued to wind down.

The CARES Act was enacted in March 2020 and provided for the SBA’s PPP, which allowed the Bank to lend to its qualifying small business clients to assist them in their efforts to meet their cash-flow needs during the COVID pandemic. The Economic Aid Act was enacted in December 2020 and provided for a second round of PPP loans. PPP loans are fully backed by the SBA and may be entirely forgiven if the loan client uses loan funds for qualifying reasons. As of September 30, 2022, net PPP loans of $8 million remained on the Traditional Bank’s balance sheet.

Warehouse Lending segment

Outstanding Warehouse period-end balances decreased $408 million from December 31, 2021 to September 30, 2022. Due to the volatility and seasonality of the mortgage market, it is difficult to project future outstanding balances of Warehouse lines of credit. The growth of the Bank’s Warehouse Lending business greatly depends on the overall mortgage market and typically follows industry trends. Since its entrance into this business during 2011, the Bank has experienced volatility in the Warehouse portfolio consistent with overall demand for mortgage products. Weighted average quarterly usage rates on the Bank’s Warehouse lines have ranged from a low of 31% during the fourth quarter of 2013 to a high of 71% during the fourth quarter of 2019. On an annual basis, weighted average usage rates on the Bank’s Warehouse lines have ranged from a low of 40% during 2013 to a high of 66% during 2020.

As previously discussed, additional increases in short-term interest rates and overall market rates are generally believed by management to be unfavorable to Warehouse’s client demand, likely leading to a reduction in average outstanding balances as higher long-term interest rates generally drive lower demand for Warehouse borrowings.

Tax Refund Solutions segment

Outstanding TRS loans decreased $51 million from December 31, 2021 to September 30, 2022 primarily reflecting a $51 million reduction in other TRS loans. Other TRS loans as of December 31, 2021 were primarily commercial loans to Tax Providers. These loans are typically made in the fourth quarter of each year and fully repaid by the end of the first nine months of the following year.

Allowance for Credit Losses

As of September 30, 2022, the Bank maintained an ACLL for expected credit losses inherent in the Bank’s loan portfolio, which includes overdrawn deposit accounts. The Bank also maintained an ACLS and an ACLC for expected losses in its securities portfolio and its off-balance sheet credit exposures, respectively. Management evaluates the adequacy of the ACLL monthly, and the adequacy of the ACLS and ACLC quarterly. All ACLs are presented and discussed with the Audit Committee and the Board of Directors quarterly.

The Company’s ACLL remained at $65 million from December 31, 2021 to September 30, 2022. As a percent of total loans, the total Company’s ACLL increased to 1.51% as of September 30, 2022 compared to 1.44% as of December 31, 2021. An analysis of the ACL by reportable segment follows:

Traditional Banking segment

The Traditional Banking ACLL decreased approximately $177,000 to $49 million as of September 30, 2022 driven primarily by formula reserves tied to loan growth during the first nine months of 2022 partially offset by reserves released following the payoff or upgrade of loans graded Substandard or Special Mention.

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Warehouse Lending segment

The Warehouse ACLL decreased to approximately $1.0 million, and the Warehouse ACLL to total Warehouse loans remained at 0.25% when comparing September 30, 2022 to December 31, 2021. As of September 30, 2022, the Warehouse ACLL was entirely qualitative in nature with no adjustments to the qualitative reserve percentage required for the first nine months of 2022.

Republic Credit Solutions segment

The RCS ACLL increased $1.5 million from $13 million as of December 31, 2021 to $15 million as of September 30, 2022.

RCS maintained an ACLL for two distinct credit products offered as of September 30, 2022, including its line-of-credit products and its healthcare-receivables products. As of September 30, 2022, the ACLL to total loans estimated for each RCS product ranged from as low as 0.25% for its healthcare-receivables products to as high as 56% for its LOC II product. The lower reserve percentage of 0.25% was provided for RCS’s healthcare receivables, as such receivables have recourse back to the third-party providers.

Table 17 — Management’s Allocation of the Allowance for Credit Losses on Loans


	September 30, 2022							December 31, 2021
				Percent of		Percent of					Percent of		Percent of
				Loans to		ACLL to					Loans to		ACLL to
				Total		Total					Total		Total
(dollars in thousands)		ACLL		Loans*		Loan Class			ACLL		Loans*		Loan Class*

Traditional Banking:
Residential real estate:
Owner occupied		$	8,466	21	%	0.98	%		$	8,647	19	%	1.05
Nonowner occupied			2,796	7		0.87				2,700	7		0.88
Commercial real estate			23,203	37		1.48				23,769	32		1.63
Construction & land development			3,922	3		2.66				4,128	3		3.19
Commercial & industrial			3,974	9		0.98				3,487	8		1.02
Paycheck Protection Program			—	—		—				—	1		—
Lease financing receivables			119	—		1.05				91	—		1.05
Aircraft			416	4		0.25				357	3		0.25
Home equity			4,399	5		1.92				4,111	5		1.95
Consumer:			—	—		—
Credit cards			959	1		6.44				934	—		6.44
Overdrafts			723	1		100.00				683	—		100.00
Automobile loans			101	—		1.28				186	—		1.29
Other consumer			153	—		15.72				314	—		21.93
Total Traditional Banking			49,231	88		1.31				49,407	78		1.41
Warehouse lines of credit			1,105	10		0.25				2,126	19		0.25
Total Core Banking			50,336	98		1.20				51,533	97		1.18

Republic Processing Group:
Tax Refund Solutions:
Easy Advances			—	—		—				—	—		—
Other TRS loans			—	—		—				96	1		0.19
Republic Credit Solutions			14,583	2		14.73				12,948	2		13.91
Total Republic Processing Group			14,583	2		14.69				13,044	3		9.06
Total		$	64,919	100		1.51			$	64,577	100		1.44

* Values of less than 50 basis points are rounded down to zero.

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Asset Quality

Classified and Special Mention Loans

The Bank applies credit quality indicators, or ratings, to individual loans based on internal Bank policies. Such internal policies are informed by regulatory standards. Loans rated “Loss,” “Doubtful,” “Substandard,” and PCD-Substandard are considered “Classified.” Loans rated “Special Mention” or PCD-Special Mention are considered Special Mention. The Bank’s Classified and Special Mention loans decreased approximately $47 million during the first nine months of 2022, driven primarily by commercial-purpose loans repaid or upgraded to a Pass rating during the first nine months of 2022.

See Footnote 4 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding Classified and Special Mention loans.

Table 18 — Classified and Special Mention Loans


(dollars in thousands)	September 30, 2022		December 31, 2021		$ Change		% Change

Loss	$	—	$	—	$	—	—	%
Doubtful		—		—		—	—
Substandard		16,893		21,714		(4,821)	(22)
PCD - Substandard		1,547		1,692		(145)	(9)
Total Classified Loans		18,440		23,406		(4,966)	(21)

Special Mention		72,623		114,496		(41,873)	(37)
PCD - Special Mention		737		795		(58)	(7)
Total Special Mention Loans		73,360		115,291		(41,931)	(36)

Total Classified and Special Mention Loans	$	91,800	$	138,697	$	(46,897)	(34)	%

Nonperforming Loans

Nonperforming loans include loans on nonaccrual status and loans past due 90-days-or-more and still accruing. The nonperforming loan category includes TDRs totaling approximately $3 million and $6 million as of September 30, 2022 and December 31, 2021.

Nonperforming loans to total loans decreased to 0.38% at September 30, 2022 from 0.46% at December 31, 2021, as the total balance of nonperforming loans decreased by $4 million, or 20%, while total loans decreased $207 million, or 5%, during the first nine months of 2022. As presented in Tables 25 and 26 below, the decrease in nonperforming loans during 2022, including the nonaccrual loan component, was primarily driven by the refinancing of $8 million of these loans to another financial institution.

The ACLL to total nonaccrual loans increased to 398% as of September 30, 2022 from 315% as of December 31, 2021, as the total ACLL increased $342,000 and the balance of nonaccrual loans decreased by $4 million, or 20%. The driver of the decrease in nonaccrual loans was primarily the refinancing out of the Bank of $8 million of these loans during the first nine months of 2022.

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Table 19 — Nonperforming Loans and Nonperforming Assets Summary


(dollars in thousands)	September 30, 2022			December 31, 2021

Loans on nonaccrual status*	$	16,322		$	20,504
Loans past due 90-days-or-more and still on accrual**		37			48
Total nonperforming loans		16,359			20,552
Other real estate owned		1,634			1,792
Total nonperforming assets	$	17,993		$	22,344

Credit Quality Ratios - Total Company:
ACLL to total loans		1.51	%		1.44	%
Nonaccrual loans to total loans		0.38			0.46
ACLL to nonaccrual loans		398			315
Nonperforming loans to total loans		0.38			0.46
Nonperforming assets to total loans (including OREO)		0.42			0.50
Nonperforming assets to total assets		0.30			0.37

Credit Quality Ratios - Core Bank:
ACLL to total loans		1.20	%		1.18	%
Nonaccrual loans to total loans		0.39			0.47
ACLL to nonaccrual loans		308			251
Nonperforming loans to total loans		0.39			0.47
Nonperforming assets to total loans (including OREO)		0.43			0.51
Nonperforming assets to total assets		0.33			0.40

*	Loans on nonaccrual status include collateral-dependent loans. See Footnote 4 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding collateral-dependent loans.

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

Table 20 — Nonperforming Loan Composition


	September 30, 2022					December 31, 2021
				Percent of					Percent of
				Total					Total
(dollars in thousands)	Balance			Loan Class		Balance			Loan Class

Traditional Banking:
Residential real estate:
Owner occupied		$	13,604	1.57	%		$	12,039	1.47	%
Nonowner occupied			125	0.04				95	0.03
Commercial real estate			1,051	0.07				6,557	0.45
Construction & land development			—	—				—	—
Commercial & industrial			—	—				13	0.00
Paycheck Protection Program			—	—				—	—
Lease financing receivables			—	—				—	—
Aircraft			—	—				—	—
Home equity			1,291	0.56				1,700	0.81
Consumer:
Credit cards			—	—				—	—
Overdrafts			—	—				1	0.15
Automobile loans			35	0.44				97	0.67
Other consumer			216	22.20				3	0.21
Total Traditional Banking			16,322	0.44				20,505	0.59
Warehouse lines of credit			—	—				—	—
Total Core Banking			16,322	0.39				20,505	0.47

Republic Processing Group:
Tax Refund Solutions:
Easy Advances			—	—				—	—
Other TRS loans			—	—				—	—
Republic Credit Solutions			37	0.04				47	0.05
Total Republic Processing Group			37	0.04				47	0.03

Total nonperforming loans		$	16,359	0.38	%		$	20,552	0.46	%

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Table 21 — Stratification of Nonperforming Loans


	Number of Nonperforming Loans and Recorded Investment
					Balance
September 30, 2022		Balance			> $100 &			Balance			Total
(dollars in thousands)	No.	<= $100		No.	<= $500		No.	> $500		No.	Balance

Traditional Banking:
Residential real estate:
Owner occupied	142	$	4,771	44	$	7,407	1	$	1,426	187	$	13,604
Nonowner occupied	4		125	—		—	—		—	4		125
Commercial real estate	—		—	1		243	1		808	2		1,051
Construction & land development	—		—	—		—	—		—	—		—
Commercial & industrial	—		—	—		—	—		—	—		—
Paycheck Protection Program	—		—	—		—	—		—	—		—
Lease financing receivables	—		—	—		—	—		—	—		—
Aircraft	—		—	—		—	—		—	—		—
Home equity	27		745	3		546	—		—	30		1,291
Consumer:
Credit cards	—		—	—		—	—		—	—		—
Overdrafts	NM		—	—		—	—		—	NM		—
Automobile loans	6		35	—		—	—		—	6		35
Other consumer	1		1	1		215	—		—	2		216
Total Traditional Banking	180		5,677	49		8,411	2		2,234	231		16,322
Warehouse lines of credit	—		—	—		—	—		—	—		—
Total Core Banking	180		5,677	49		8,411	2		2,234	231		16,322

Republic Processing Group:
Tax Refund Solutions:
Easy Advances	—		—	—		—	—		—	—		—
Other TRS loans	—		—	—		—	—		—	—		—
Republic Credit Solutions	NM		37	—		—	—		—	NM		37
Total Republic Processing Group	NM		37	—		—	—		—	NM		37

Total	180	$	5,714	49	$	8,411	2	$	2,234	231	$	16,359


	Number of Nonperforming Loans and Recorded Investment
					Balance
December 31, 2021		Balance			> $100 &			Balance			Total
(dollars in thousands)	No.	<= $100		No.	<= $500		No.	> $500		No.	Balance

Traditional Banking:
Residential real estate:
Owner occupied	146	$	5,042	27	$	4,857	2	$	2,140	175	$	12,039
Nonowner occupied	3		95	—		—	—		—	3		95
Commercial real estate	—		—	4		872	3		5,685	7		6,557
Construction & land development	—		—	—		—	—		—	—		—
Commercial & industrial	1		13	—		—	—		—	1		13
Paycheck Protection Program	—		—	—		—	—		—	—		—
Lease financing receivables	—		—	—		—	—		—	—		—
Aircraft	—		—	—		—	—		—	—		—
Home equity	25		695	5		1,005	—		—	30		1,700
Consumer:
Credit cards	—		—	—		—	—		—	NM		—
Overdrafts	NM		1	—		—	—		—	NM		1
Automobile loans	13		97	—		—	—		—	13		97
Other consumer	4		3	—		—	—		—	4		3
Total Traditional Banking	192		5,946	36		6,734	5		7,825	233		20,505
Warehouse lines of credit	—		—	—		—	—		—	—		—
Total Core Banking	192		5,946	36		6,734	5		7,825	233		20,505

Republic Processing Group:
Tax Refund Solutions:
Easy Advances	—		—	—		—	—		—	—		—
Other TRS loans	—		—	—		—	—		—	—		—
Republic Credit Solutions	NM		47	—		—	—		—	NM		47
Total Republic Processing Group	NM		47	—		—	—		—	NM		47

Total	192	$	5,993	36	$	6,734	5	$	7,825	233	$	20,552

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Table 25 — Roll-forward of Nonperforming Loans


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Nonperforming loans at the beginning of the period	$	16,210	$	22,344	$	20,552	$	23,595
Loans added to nonperforming status during the period that remained nonperforming at the end of the period		3,554		1,248		5,778		2,641
Loans removed from nonperforming status during the period that were nonperforming at the beginning of the period (see table below)		(3,051)		(2,233)		(9,021)		(4,839)
Principal balance paydowns of loans nonperforming at both period ends		(349)		(384)		(940)		(1,098)
Net change in principal balance of other loans nonperforming at both period ends*		(5)		(32)		(10)		644

Nonperforming loans at the end of the period	$	16,359	$	20,943	$	16,359	$	20,943

*	Includes relatively small consumer portfolios, e.g. RCS loans.

Table 26 — Detail of Loans Removed from Nonperforming Status


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Loans charged off	$	—	$	—	$	—	$	—
Loans transferred to OREO		—		—		—		—
Loan payoffs and paydowns		(2,431)		(2,150)		(8,125)		(4,559)
Loans returned to accrual status		(620)		(83)		(1)		(280)

Total loans removed from nonperforming status during the period that were nonperforming at the beginning of the period	$	(3,051)	$	(2,233)	$	(8,126)	$	(4,839)

Based on the Bank’s review as of September 30, 2022, management believes that its reserves are adequate to absorb expected losses on all nonperforming loans.

Delinquent Loans

Total Company delinquent loans to total loans decreased to 0.28% as of September 30, 2022 from 0.30% as of December 31, 2021. Core Bank delinquent loans to total Core Bank loans decreased to 0.12% as of September 30, 2022 from 0.17% as of December 31, 2021. With the exception of small-dollar consumer loans, all Traditional Bank loans past due 90-days-or-more as of September 30, 2022 and December 31, 2021 were on nonaccrual status.

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Table 24 — Delinquent Loan Composition*


	September 30, 2022					December 31, 2021
				Percent of					Percent of
				Total					Total
(dollars in thousands)	Balance			Loan Class		Balance			Loan Class

Traditional Banking:
Residential real estate:
Owner occupied		$	3,761	0.44	%		$	1,599	0.19	%
Nonowner occupied			41	0.01				—	—
Commercial real estate			—	—				5,292	0.36
Construction & land development			—	—				—	—
Commercial & industrial			1	0.00				21	0.01
Paycheck Protection Program			—	—				—	—
Lease financing receivables			—	—				—	—
Aircraft			—	—				—	—
Home equity			315	0.14				314	0.15
Consumer:
Credit cards			33	0.22				30	0.21
Overdrafts			157	21.72				164	24.01
Automobile loans			53	0.67				9	0.06
Other consumer			7	0.72				1	0.07
Total Traditional Banking			4,368	0.12				7,430	0.21
Warehouse lines of credit			—	—				—	—
Total Core Banking			4,368	0.10				7,430	0.17

Republic Processing Group:
Tax Refund Solutions:
Easy Advances			—	—				—	—
Other TRS loans			—	—				—	—
Republic Credit Solutions			7,522	7.60				6,035	6.48
Total Republic Processing Group			7,522	7.58				6,035	4.19

Total delinquent loans		$	11,890	0.28	%		$	13,465	0.30	%

* 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.

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Table 28 — Roll-forward of Delinquent Loans


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Delinquent loans at the beginning of the period	$	11,451	$	18,718	$	13,465	$	19,947
Loans added to delinquency status during the period and remained in delinquency status at the end of the period		2,531		945		3,767		1,268
Loans removed from delinquency status during the period that were in delinquency status at the beginning of the period (see table below)		(3,466)		(3,109)		(6,803)		(3,179)
Principal balance paydowns of loans delinquent at both period ends		(20)		(34)		(24)		(81)
Net change in principal balance of other loans delinquent at both period ends*		1,394		873		1,485		(562)
Delinquent loans at the end of period	$	11,890	$	17,393	$	11,890	$	17,393

*	Includes relatively-small consumer portfolios, e.g., RCS loans.

Table 29 — Detail of Loans Removed from Delinquent Status


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021

Loans charged off	$	—	$	—	$	(1)	$	(1)
Easy Advances paid off or charged off		—		—		—		—
Loans transferred to OREO		—		—		—		—
Loan payoffs and paydowns		(2,620)		(1,652)		(6,186)		(1,938)
Loans paid current		(846)		(1,457)		(616)		(1,240)

Total loans removed from delinquency status during the period that were in delinquency status at the beginning of the period	$	(3,466)	$	(3,109)	$	(6,803)	$	(3,179)

Collateral-Dependent Loans and Troubled Debt Restructurings

When management determines that a loan is collateral dependent and foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs, if appropriate. The Bank’s policy is to charge-off all or that portion of its recorded investment in collateral-dependent loans upon a determination that it expects the full amount of contractual principal and interest will not be collected.

A 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. 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.

Table 30 — Collateral-Dependent Loans and Troubled Debt Restructurings


(dollars in thousands)	September 30, 2022		December 31, 2021		$ Change		% Change

Cashflow-dependent TDRs	$	5,430	$	5,960	$	(530)	(9)	%
Collateral-dependent TDRs		6,278		9,426		(3,148)	(33)
Total TDRs		11,708		15,386		(3,678)	(24)
Collateral-dependent loans (which are not TDRs)		14,348		14,645		(297)	(2)
Total recorded investment in TDRs and collateral-dependent loans	$	26,056	$	30,031	$	(3,975)	(13)	%

See Footnote 4 “Loans and Allowance for Credit Losses” of Part I Item 1 “Financial Statements” for additional discussion regarding collateral-dependent loans and TDRs.

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Deposits

Table 28 — Deposit Composition


(dollars in thousands)	September 30, 2022		December 31, 2021		$ Change		% Change

Core Bank:
Demand	$	1,398,760	$	1,381,522	$	17,238	1	%
Money market accounts		764,523		789,876		(25,353)	(3)
Savings		331,300		311,624		19,676	6
Individual retirement accounts (1)		40,658		43,724		(3,066)	(7)
Time deposits, $250 and over (1)		61,579		81,050		(19,471)	(24)
Other certificates of deposit (1)		135,836		154,174		(18,338)	(12)
Reciprocal money market and time deposits (1)		44,534		77,950		(33,416)	(43)
Total Core Bank interest-bearing deposits		2,777,190		2,839,920		(62,730)	(2)
Total Core Bank noninterest-bearing deposits		1,581,663		1,579,173		2,490	0
Total Core Bank deposits		4,358,853		4,419,093		(60,240)	(1)

Republic Processing Group:
Money market accounts		9,195		9,717		(522)	(5)
Total RPG interest-bearing deposits		9,195		9,717		(522)	(5)

Brokered prepaid card deposits		332,655		320,907		11,748	4
Other noninterest-bearing deposits		99,805		90,701		9,104	10
Total RPG noninterest-bearing deposits		432,460		411,608		20,852	5
Total RPG deposits		441,655		421,325		20,330	5

Total deposits	$	4,800,508	$	4,840,418	$	(39,910)	(1)	%

(1)	Includes time deposit

Total Company deposits decreased $40 million from December 31, 2021 to $4.8 billion as of September 30, 2022.

Total Core Bank deposits decreased by $60 million with a $63 million decrease interest-bearing deposits offset by a $3 million increase in noninterest-bearing deposits. The net decrease in deposit balances for the first nine months of 2022, compares unfavorably to the net growth in deposits for the previous two calendar years when deposit growth generally reached historical highs for the Company. Management believes the Company is more likely to experience slower overall growth in its deposits over the foreseeable future as the excess liquidity in the United States is expected to decline due to the tightening of monetary and fiscal policy by the Federal Government.

Federal Home Loan Bank Advances

The Bank held $20 million of long-term FHLB advances as of September 30, 2022 compared to $25 million of overnight FHLB advances as of December 31, 2021. During the first nine months of 2022, the Bank extended the term on $20 million of its FHLB advances in anticipation of increasing long-term interest rates and repaid the remaining $5 million. As of September 30, 2022, the Company’s $20 million of FHLB advances had a weighted average maturity of five years and a weighted average cost of 1.89%.

Overall use of FHLB advances during a given year is dependent upon many factors including asset growth, deposit growth, current earnings, and expectations of future interest rates, among others.

Interest Rate Swaps

The Bank enters into interest rate swaps to facilitate client transactions and meet their financing needs. Upon entering into these instruments, the Bank enters into offsetting positions in order to minimize the Bank’s interest rate risk. These swaps are derivatives, but are not designated as hedging instruments, and therefore changes in fair value are reported in current year earnings.

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

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Liquidity

The Bank maintains sufficient liquidity to fund routine loan demand and routine deposit withdrawal activity. Liquidity is managed by maintaining sufficient liquid assets, primarily in the form of cash, cash equivalents, and unincumbered investment securities. Funding and cash flows can also be realized through deposit product promotions, the sale of AFS debt securities, principal paydowns on loans and mortgage-backed securities, and proceeds realized from loans held for sale.

Table 29 — Liquid Assets and Borrowing Capacity

The Company’s liquid assets and borrowing capacity included the following:


(in thousands)	September 30, 2022		December 31, 2021

Cash and cash equivalents	$	754,393	$	756,971
Unincumbered debt securities		400,183		219,775
Total liquid assets		1,154,576		976,746

Borrowing capacity with the FHLB		940,155		900,424
Borrowing capacity through unsecured credit lines		125,000		125,000
Total borrowing capacity		1,065,155		1,025,424

Total liquid assets and borrowing capacity	$	2,219,731	$	2,002,170

The Bank had a loan to deposit ratio (excluding brokered deposits) of 96% as of September 30, 2022 and 99% as of December 31, 2021. Republic’s banking centers and its website, www.republicbank.com, provide access to retail deposit markets. These retail deposit products, if offered at attractive rates, have historically been a source of additional funding when needed. If the Bank were to lose a significant funding source, such as a few major depositors, or if any of its lines of credit were cancelled, or if the Bank cannot obtain brokered deposits, the Bank would be compelled to offer market leading deposit interest rates to meet its funding and liquidity needs.

As of September 30, 2022, the Bank had approximately $1.2 billion in deposits from 228 large non-sweep deposit relationships, including reciprocal deposits, where the individual relationship exceeded $2 million. The 20 largest non-sweep deposit relationships represented approximately $395 million, or 8%, of the Company’s total deposit balances as of September 30, 2022. These accounts do not require collateral; therefore, cash from these accounts can generally be utilized to fund the loan portfolio. If any of these balances were moved from the Bank, the Bank would likely utilize overnight borrowing lines in the short-term to replace the balances. On a longer-term basis, the Bank would likely utilize wholesale-brokered deposits to replace withdrawn balances, or alternatively, higher-cost internet-sourced deposits. Based on past experience utilizing brokered deposits and internet-sourced deposits, the Bank believes it can quickly obtain these types of deposits if needed. The overall cost of gathering these types of deposits, however, could be substantially higher than the Traditional Bank deposits they replace, potentially decreasing the Bank’s earnings.

The Bank’s liquidity is impacted by its ability to sell certain investment securities, which is limited due to the level of investment securities that are needed to secure public deposits, securities sold under agreements to repurchase, FHLB borrowings, and for other purposes, as required by law. As of September 30, 2022 and December 31, 2021, these pledged investment securities had a fair value of $262 million and $320 million.

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Capital

Total stockholders’ equity increased from $834 million as of December 31, 2021 to $841 million as of September 30, 2022. The increase in stockholders’ equity was primarily attributable to net income earned during 2022 reduced primarily by cash dividends declared, repurchases of Class A Common shares, and a $35 million decrease in AOCI.

Common Stock — The Class A Common shares are entitled to cash dividends equal to 110% of the cash dividend paid per share on Class B Common Stock. Class A Common shares have one vote per share and Class B Common shares have ten votes per share. Class B Common shares may be converted, at the option of the holder, to Class A Common shares on a share for share basis. The Class A Common shares are not convertible into any other class of Republic’s capital stock.

Dividend Restrictions — The Parent Company’s principal source of funds for dividend payments are dividends received from RB&T. Banking regulations limit the amount of dividends that may be paid to the Parent Company by the Bank without prior approval of the respective states’ banking regulators. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, combined with the retained net profits of the preceding two years. As of October 1, 2022, RB&T could, without prior approval, declare dividends of approximately $142 million. Any payment of dividends in the future will depend, in large part, on the Company’s earnings, capital requirements, financial condition, and other factors considered relevant by the Company’s Board of Directors.

Regulatory Capital Requirements — The Company and the Bank are subject to capital regulations in accordance with Basel III, as administered by banking regulators. Regulatory agencies measure capital adequacy within a framework that makes capital requirements, in part, dependent on the individual risk profiles of financial institutions. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Republic’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Parent Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items, as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators regarding components, risk weightings, and other factors.

Banking regulators have categorized the Bank as well capitalized. For prompt corrective action, the regulations in accordance with Basel III define “well capitalized” as a 10.0% Total Risk-Based Capital ratio, a 6.5% Common Equity Tier 1 Risk-Based Capital ratio, an 8.0% Tier 1 Risk-Based Capital ratio, and a 5.0% Tier 1 Leverage ratio. Additionally, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, the Company and Bank must hold a capital conservation buffer of 2.5% composed of Common Equity Tier 1 Risk-Based Capital above their minimum risk-based capital requirements.

Republic continues to exceed the regulatory requirements for Total Risk-Based Capital, Common Equity Tier I Risk-Based Capital, Tier I Risk Based-Capital, and Tier I Leverage Capital. Republic and the Bank intend to maintain a capital position that meets or exceeds the “well-capitalized” requirements as defined by the FRB and the FDIC, in addition to the Capital Conservation Buffer. Republic’s average stockholders’ equity to average assets ratio was 13.61% as of September 30, 2022 and 13.41% as of December 31, 2021. Formal measurements of the capital ratios for Republic and the Bank are performed by the Company at each quarter end.

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Table 30 — Capital Ratios (1)


	As of September 30, 2022				As of December 31, 2021
(dollars in thousands)	Amount		Ratio		Amount		Ratio

Total capital to risk-weighted assets
Republic Bancorp, Inc.	$	922,001	18.55	%	$	878,488	17.47	%
Republic Bank & Trust Company		890,151	17.92			861,815	17.14

Common equity tier 1 capital to risk-weighted assets
Republic Bancorp, Inc.	$	863,443	17.37	%	$	823,504	16.37	%
Republic Bank & Trust Company		831,593	16.74			806,831	16.05

Tier 1 (core) capital to risk-weighted assets
Republic Bancorp, Inc.	$	863,443	17.37	%	$	823,504	16.37	%
Republic Bank & Trust Company		831,593	16.74			806,831	16.05

Tier 1 leverage capital to average assets
Republic Bancorp, Inc.	$	863,443	14.24	%	$	823,504	13.35	%
Republic Bank & Trust Company		831,593	13.66			806,831	13.10

(1)

The Company and the Bank elected in 2020 to defer the impact of CECL on regulatory capital. The deferral period is five years, with the total estimated CECL impact 100% deferred for the first two years, then phased in over the next three years. If not for this election, the Company’s regulatory capital ratios would have been approximately 10 basis points lower than those presented in the table above as of September 30, 2022 and December 31, 2021.

Asset/Liability Management and Market Risk

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

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

The Bank utilizes earnings simulation models as tools to measure interest rate sensitivity, including both a static and dynamic earnings simulation model. A static simulation model is based on current exposures and assumes a constant balance sheet. In contrast, a dynamic simulation model relies on detailed assumptions regarding changes in existing business lines, new business, and changes in management and customer behavior. While the Bank runs the static simulation model as one measure of interest rate risk, historically, the Bank has utilized its dynamic earnings simulation model as its primary interest rate risk tool to measure the potential changes in market interest rates and their subsequent effects on net interest income for a one-year time period. This dynamic model projects a “Base” case net interest income over the next 12 months and the effect on net interest income of instantaneous movements in interest rates between various basis point increments equally across all points on the yield curve. Many assumptions based on growth expectations and on the historical behavior of the Bank’s deposit and loan rates and their related balances in relation to changes in interest rates are incorporated into this dynamic model. These assumptions are inherently uncertain and, as a result, the dynamic model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to the actual timing, magnitude and frequency of interest rate changes, the actual timing and magnitude of changes in loan and deposit balances, as well as the actual changes in market conditions and the application and timing of various management strategies as compared to those projected in the various simulated models. Additionally, actual results could differ materially from the model if interest rates do not move equally across all points on the yield curve.

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The following table illustrates the Bank’s projected percent change from its Base net interest income over the period beginning October 1, 2022 and ending September 30, 2023 based on instantaneous movements in interest rates from Down 200 to Up 300 basis points equally across all points on the yield curve. The Bank’s dynamic earnings simulation model includes secondary market loan fees and excludes Traditional Bank loan fees.

Table 31 — Bank Interest Rate Sensitivity


	Change in Rates
	-200		-100		+100		+200		+300
	Basis Points		Basis Points		Basis Points		Basis Points		Basis Points

% Change from base net interest income as of September 30, 2022	(8.3)	%	(4.2)	%	3.9	%	7.7	%	11.8	%
% Change from base net interest income as of December 31, 2021	(2.9)	%	1.3	%	(0.6)	%	0.7	%	4.7	%

For the Down-100 and Down-200 scenarios, the September 2022 simulation reflected a more negative outcome than the December 2021 simulation. For the Up-100, Up-200, and Up-300 scenarios, the September 30, 2022 simulation reflected a more positive outcome for the Bank’s net interest income than the comparable December 31, 2021 simulation.

The period-to-period decline in the Down-rate scenarios was generally tied to interest rate floors for the Bank’s floating rate loans. As of December 31, 2021, market interest rates were significantly lower than market interest rates as of September 30, 2022. As a result, many of the Bank’s floating rate loans were priced at their contractual interest rate floors as of December 31, 2021. The Bank’s interest rate simulation model for December 31, 2021, assumed that interest rates for most of these loans would remain at their contractual interest rate floors, even as market rates declined in the simulation. With market interest rates significantly higher as of September 30, 2022, the current rates for a substantial amount of the Bank’s floating rate loans are above their contractual interest rate floors, and therefore, now have room to reprice lower in a declining market rate environment.

As compared to the December 2021 simulation, the improvement for the September 2022 simulation outcomes for the Up-rate scenarios was generally tied to contractual interest rate floors, as well. As previously noted, market interest rates were significantly lower as of December 31, 2021 than market interest rates as of September 30, 2022, and many of the Bank’s loans were already priced at their contractual interest rate floors as of December 31, 2021. By formula, the interest rates for many of the Bank’s floating rate loans would have been much lower at December 31, 2021 had their contractual interest rate floors not existed. As a result, the formula interest rate for each floating rate loan had to increase substantially, in many cases, before the formula interest rate surpassed the contractual interest rate floor and the loan starting repricing higher. With most of the Bank’s floating rate loans now above their contractual interest rate floors as of September 30, 2022, the Bank would generally benefit, based on each loan’s floating rate formula, in a rising interest rate environment.

LIBOR Exposure

In July 2017, the Financial Conduct Authority (“FCA”), the authority regulating LIBOR, along with various other regulatory bodies, announced that LIBOR would likely be discontinued at the end of 2021. Subsequent to that announcement, in November 2020, the FCA announced that many tenors of LIBOR would continue to be published through June 2023. In compliance with regulatory guidance, the Bank discontinued referencing LIBOR for new financial instruments during 2021 and chose SOFR to be its primary alternative reference rate for most transaction types upon the discontinuance or unavailability of LIBOR.

Regarding its legacy assets that reference LIBOR, the Bank has previously disclosed that the underlying contracts for these assets may not include adequate “fallback” language to use alternative indexes and margins when LIBOR ceases. However, on March 15, 2022, President Biden signed into law the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Law”), which is designed to accomplish the following:

●

Establish a clear and uniform process, on a nationwide basis, for replacing LIBOR in existing contracts the terms of which do not provide for the use of a clearly defined or practicable replacement benchmark rate, without affecting the ability of parties to use any appropriate benchmark rate in new contracts;

●

Preclude litigation related to existing contracts, the terms of which do not provide for the use of a clearly defined or practicable replacement benchmark rate;

●

Allow existing contracts that reference LIBOR but provide for the use of a clearly defined and practicable replacement rate to operate according to their terms; and

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●

Address LIBOR references in federal law.

With limited exception, the LIBOR Law generally covers legacy LIBOR contracts with no or inadequate fallback provisions. Additionally, under the LIBOR Law, the Board of Governors of the Federal Reserve System (the “Board”) issued regulations giving effect to the law, including the selection of a Board-Selected Benchmark Replacement that is based on SOFR and incorporates an applicable tenor spread adjustment and identification of any related conforming changes.

As of September 30, 2022, the Company had approximately $471 million of legacy assets that reference LIBOR, with short-term Warehouse loans representing $78 million of these assets and commercial and mortgage loans primarily making up the remainder. As of September 30, 2022, of the Bank’s legacy assets that reference LIBOR, approximately $364 million of those assets were scheduled to mature after September 30, 2023. These amounts exclude derivative assets and liabilities on the Company’s consolidated balance sheet. As of September 30, 2022, the notional amount of the Company’s LIBOR-referenced interest rate derivative contracts was approximately $185 million, with $181 million of such notional amount scheduled to mature after June 30, 2023.

Item 3.Quantitative and Qualitative Disclosures about Market Risk.

Information required by this item is included under Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 4.Controls and Procedures.

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 in which Republic and the Bank are a defendant, to the knowledge of management, in which an adverse decision could result in a material adverse change in the business or consolidated financial position of Republic or the Bank.

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Item 1A.Risk Factors.

FACTORS THAT MAY AFFECT FUTURE RESULTS

Except for the risk factor(s) below, there have been no material changes in the Company’s risk factors as previously disclosed in Part 1, “Item 1A. Risk Factors” of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. You should carefully consider the risk factors discussed in Republic’s 2021 Form 10-K, which could materially affect its business, financial condition, or future results.

The proposed acquisition and integration of CBank pursuant to the CBank Agreement includes certain acquisition-related risks to the Company and the Bank. These risks include:

●

the possibility that some or all of the anticipated benefits of the proposed acquisition will not be realized or will not be realized within the anticipated timelines;

●

the risk that integration of CBank’s operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the parties’ inability to meet expectations regarding the timing, completion and accounting and tax treatments of the acquisition;

●

the failure to satisfy other conditions to completion of the acquisition, including receipt of required regulatory and other approvals; the failure of the proposed transaction to close for any other reason; diversion of management's attention from ongoing business operations and opportunities due to the acquisition;

●

the challenges of integrating and retaining key employees;

●

the effect of the announcement of the merger on the Company’s or CBank’s respective customer and employee relationships and operating results;

●

the possibility that the acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and

●

the magnitude and duration of inflation; as well as the results of operations and financial condition of the Company following the acquisition.

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

Details of Republic’s Class A Common Stock purchases during the third quarter of 2022 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

July 1 - July 31	47,983	$	49.15	47,983	207,194
August 1 - August 31	—		—	—	207,194
September 1 - September 30	—		—	—	207,194
Total	47,983	$	49.15	47,983	207,194

The Company repurchased 47,983 shares of its Class A Common Stock during the third quarter of 2022. In addition, in connection with employee stock awards, there were 850 shares withheld upon exercise of stock options to satisfy the withholding taxes and exercise price. The Board of Directors of Republic Bancorp, Inc. (the “Board”), took the following actions as it relates to the Company’s existing stock repurchase program:

●

On January 27, 2021, the Board increased the Company’s existing authorization to purchase shares of its Class A Common Stock to 1,000,000 shares,

●

On November 17, 2021, the Board increased the Company’s existing authorization to purchase shares of its Class A Common Stock by an additional 250,000 shares,

●

On July 20, 2022, the Board increased the Company’s existing authorization to purchase shares of its Class A Common Stock by an additional 200,000 shares, and

●

On October 25, 2022, the Board increased the Company’s existing authorization to purchase shares of its Class A Common Stock to 500,000 shares.

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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.

During the first nine months of 2022, there were approximately 1,000 shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock by stockholders of Republic in accordance with the share-for-share conversion option of the Class B Common Stock. The exemption from registration of newly issued Class A Common Stock relies upon Section (3)(a)(9) of the Securities Act of 1933.

There were no equity securities of the registrant sold without registration during the quarter covered by this report.

Item 6.Exhibits.

The following exhibits are filed or furnished as a part of this report:


Exhibit Number		Description of Exhibit

31.1		Certification of Principal Executive Officer pursuant to the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002

32*		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial statements from the Company’s quarterly report on Form 10-Q were formatted in iXBRL(Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, (ii) Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021, (iii) Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021, (iv) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 and (v) Notes to Consolidated Financial Statements

104		Cover Page Interactive Data File formatted in iXBRL and contained in Exhibit 101.

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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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:


Date: November 4, 2022			/s/ Steven E. Trager
			By: Steven E. Trager
			Executive Chair (Principal Executive Officer)


			Principal Financial Officer:


Date: November 4, 2022			/s/ Kevin Sipes
			By: Kevin Sipes
			Executive Vice President, Chief Financial
			Officer and Chief Accounting Officer (Principal Financial Officer)

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