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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

ANNUAL REPORT PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2014

 

Commission file number 0-24649

 

REPUBLIC BANCORP INC. 401(K) RETIREMENT PLAN

(Full title of the plan)

 

REPUBLIC BANCORP, INC.

(Name of issuer of the securities held pursuant to the plan)

 

601 West Market Street

Louisville, Kentucky 40202

(Address of principal executive office)

 

 

 



Table of Contents

 

REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN
Louisville, Kentucky

 

FINANCIAL STATEMENTS

 

December 31, 2014 and 2013

 



Table of Contents

 

REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

 

Louisville, Kentucky

 

FINANCIAL STATEMENTS

 

December 31, 2014 and 2013

 

CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS

 

 

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

2

 

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

3

 

 

NOTES TO FINANCIAL STATEMENTS

4

 

 

SUPPLEMENTAL SCHEDULE

 

 

 

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

18

 



Table of Contents

 

 

 

 

 

Crowe Horwath LLP

 

 

 

Independent Member Crowe Horwath International

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Plan Administrator

 

Republic Bancorp Inc. 401(k) Retirement Plan

 

Louisville, Kentucky

 

We have audited the accompanying statements of net assets available for benefits of the Republic Bancorp Inc. 401(k) Retirement Plan (the “Plan”) as of December 31, 2014 and 2013, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

 

The supplemental Schedule H, Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements.  The supplemental schedule is the responsibility of the Plan’s management.  Our audit procedures included determining whether the information presented in the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule.  In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  In our opinion, the supplemental schedule is fairly stated in all material respects in relation to the financial statements as a whole.

 

 

/s/ Crowe Horwath LLP

 

Louisville, Kentucky

 

June 26, 2015

 



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2014 and 2013

 

 

 

December 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Investments at fair value:

 

 

 

 

 

Republic Bancorp, Inc. Common Stock (Class A and B)

 

$

4,949,611

 

$

5,180,247

 

Mutual funds

 

43,150,410

 

39,244,235

 

Guaranteed interest contract

 

6,545,374

 

6,714,444

 

Participant self-directed brokerage accounts:

 

 

 

 

 

Republic Bancorp, Inc. Common Stock (Class A and B)

 

1,560,873

 

1,721,486

 

Other stocks

 

2,364,128

 

2,223,961

 

Mutual funds

 

1,466,421

 

1,527,579

 

Total investments, at fair value

 

60,036,817

 

56,611,952

 

 

 

 

 

 

 

Contribution receivable from Employer

 

46,708

 

40,514

 

 

 

 

 

 

 

Net assets available for benefits

 

$

60,083,525

 

$

56,652,466

 

 

See accompanying notes to financial statements.

 

2



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2014 and 2013

 

 

 

Years Ended December 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Additions to net assets attributed to:

 

 

 

 

 

Investment income:

 

 

 

 

 

Net appreciation in fair value of investments (Note 4)

 

$

3,031,414

 

$

7,513,061

 

Interest and dividends

 

1,240,221

 

1,140,170

 

Total investment income

 

4,271,635

 

8,653,231

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employer

 

1,513,988

 

1,619,565

 

Participants’

 

2,799,442

 

3,018,856

 

Rollover

 

353,606

 

3,455,605

 

Total contributions

 

4,667,036

 

8,094,026

 

 

 

 

 

 

 

Total additions

 

8,938,671

 

16,747,257

 

 

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

 

 

Benefits paid to participants:

 

 

 

 

 

Qualified rollover

 

3,081,938

 

1,218,722

 

Other benefits

 

2,190,681

 

1,618,631

 

Administrative expenses

 

234,993

 

163,367

 

Total deductions

 

5,507,612

 

3,000,720

 

 

 

 

 

 

 

Net increase

 

3,431,059

 

13,746,537

 

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

Beginning of year

 

56,652,466

 

42,905,929

 

 

 

 

 

 

 

End of year

 

$

60,083,525

 

$

56,652,466

 

 

See accompanying notes to financial statements.

 

3



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 1 — PLAN DESCRIPTION

 

The following description of the Republic Bancorp Inc. 401(k) Retirement Plan (the “Plan”) is provided for general information. Participants should refer to the plan agreement for a complete description of the Plan’s provisions. The sponsor of the Plan is Republic Bancorp, Inc. (the “Company” or “Employer”).

 

General:  The Plan is a defined contribution plan covering all eligible employees of the Company.  Employer matching contributions begin immediately, upon eligibility to participate in the plan. Eligibility requirements to participate in the Plan through December 31, 2013 included a minimum 21 years of age and 30 days of service. Effective January 1, 2014, the Company amended the Plan to remove the age and service requirements, with all employees prospectively eligible for Plan participation as soon as administratively feasible following their date of hire.

 

The Plan was amended and restated effective January 1, 2015.  The amendment and restatement of the 401(k) plan was required by the IRS and incorporates prior amendments since the last restatement of the Plan in order to comply with the Internal Revenue Service’s 2010 Cumulative List of Changes in Plan Qualification Requirements.  In addition, the amendment of the trust agreement was intended to incorporate language also required by the Internal Revenue Service.

 

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

Contributions:  Participants in the Plan may contribute up to the maximum legal limit. If a participant elects to make a contribution to the Plan, the Employer may make a matching contribution of 100% of participant contributions up to 1% and an additional 75% for participant contributions between 2% and 5% of each participant’s annual eligible compensation. In addition, the Employer may award a discretionary bonus match to eligible participants for meeting certain corporate financial performance goals. For the years ended December 31, 2014 and 2013, no discretionary bonus match was awarded.

 

Participant Accounts:  Each participant’s account is credited with the participant’s contribution, any applicable Employer matching or bonus contribution and an allocation of plan earnings. Each participant’s account is also charged with withdrawals and an allocation of administrative expenses. Forfeitures of terminated participants’ non vested accounts are used to offset Plan expenses (including the Employer contributions). Income is allocated on a basis proportional to account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Retirement, Death and Disability:  Participants are entitled to 100% of their account balance upon retirement, death or disability.

 

4



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 1 — PLAN DESCRIPTION (Continued)

 

Vesting:  Participants are immediately vested in their contributions plus actual earnings thereon. Participants are 100% vested in the remainder of their accounts, including Company contributions plus earnings thereon, after two years of employment.

 

Payment of Benefits:  On termination of service, a participant receives a lump-sum amount equal to the value of their vested interest in the account. If a participant’s account balance exceeds $5,000, no portion of the account balance will be distributed as a lump sum without the participant’s consent. In addition, balances between $1,000 and $5,000 are automatically rolled over into an IRA product and balances under $1,000 are automatically distributed in a cash lump sum payment.

 

Investment Options:  All investment accounts are participant directed to either a) investments offered through the Plan or b) other permissible investments by way of participant self-directed brokerage accounts (“Self-Directed”). Employer matching and bonus contributions are allocated ratably based on each participant’s contribution to their investment options.

 

Investments offered through the Plan include a guaranteed interest account, certain mutual funds, and shares of the Company’s common stock. Participants may adjust their allocation on these investments up to 20 times per calendar year and may direct employee contributions in 1% increments.

 

Self-Directed investment options include any specific assets or investments permitted to be acquired by the trustee under the Plan. Self-Directed accounts are charged a transaction fee for any direct investments a participant makes, other than the investment options provided by the Plan.

 

Republic Bancorp, Inc. 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 Stock may be converted, at the option of the holder, to Class A Common Stock on a share for share basis. The Class A Common Stock is not convertible into any other class of Republic’s capital stock. Class A and Class B shares participate equally in undistributed earnings.

 

Forfeitures:  As of December 31, 2014 and 2013, approximately $16,000 and $75,000 of forfeited employer matching contributions were available to offset future plan expenses including Employer contributions.

 

5



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting:  The financial statements of the Plan are prepared under the accrual basis of accounting.

 

Estimates:  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect assets, liabilities, and changes therein and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

 

Reclassifications:  Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year increase in or amount of net assets available for benefits.

 

Investment Valuation and Income Recognition:  The Plan’s investments are reported at fair value. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the plan’s gains and losses on investments bought and sold, as well as, held during the year.

 

Payment of Benefits:  Benefits are recorded when paid.

 

Risks and Uncertainties:  The Plan provides for various investment options such as a guaranteed interest account, mutual funds, Company Stock and other securities. The investments are exposed to various risks, such as interest rate, market, liquidity and credit risk. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in the value of investments will occur in the near-term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and participants’ individual account balances.

 

Concentrations:  Republic Bancorp, Inc. common stock represented 11% and 12% of the Plan’s net assets available for benefits at December 31, 2014 and 2013. A change in the value of the Company’s common stock can cause the value of the Plan’s net assets available for benefits to change significantly due to this concentration.

 

6



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fully Benefit-Responsive Investment Contracts:  The Plan holds a direct interest in a fully benefit-responsive contract. While Plan investments are presented at fair value in the statement of net assets available for benefits, any material difference between the fair value of the Plan’s direct and indirect interests in fully benefit-responsive investment contracts and their contract value is presented as an adjustment line in the statement of net assets available for benefits, because contract value is the relevant measurement attribute for that portion of the Plan’s net assets available for benefits.  Contract value represents contributions made to a contract, plus earnings, less participant withdrawals and administrative expenses. Participants in fully benefit-responsive contracts may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

 

NOTE 3 — FAIR VALUE

 

Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. The effect of a change in valuation technique or its application on a fair value estimate is accounted for prospectively as a change in accounting estimate. When evaluating indications of fair value resulting from the use of multiple valuation techniques, the Plan is to select the point within the resulting range of reasonable estimates of fair value that is most representative of fair value under current market conditions. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements).  The three levels of inputs within the fair value hierarchy are defined as follows:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan 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 the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

7



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 3 — FAIR VALUE (Continued)

 

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The Plan recognizes transfers into and out of fair value hierarchy levels, if applicable, at the beginning of the period.

 

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan.

 

Mutual funds:  The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs).

 

Guaranteed Interest Account: The fair value of the Plan’s investment contract has been determined to approximate contract value, as the terms of the contract prohibit transfer or assignment of rights under the contract and provide for all distributions at contract value, frequent re-setting of contractual interest rates based upon market conditions, no significant liquidity restrictions and no defined maturities. Generally, there are no events that could limit the ability of the plan to transact at contract value and there are no events that allow the issuer to terminate the contract and which require the Plan to settle at an amount different than contract value. In addition, management has determined that no adjustment from contract value is required for credit quality considerations (level 3 inputs).

 

Common stock:  The fair values of Republic Bancorp, Inc. common stock and other common stocks are determined by obtaining quoted prices from nationally recognized exchanges (level 1 inputs).

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

8



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 3 — FAIR VALUE (Continued)

 

Investments measured at fair value on a recurring basis at December 31, 2014 and 2013 are summarized below:

 

 

 

Fair Value Measurements at

 

 

 

 

 

December 31, 2014 Using:

 

 

 

 

 

Quoted Prices in

 

Significant

 

 

 

 

 

 

 

Active Markets

 

Other

 

Significant

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

Total

 

 

 

Assets

 

Inputs

 

Inputs

 

Fair

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Participant-Directed investments, Other Than Self-Directed Brokerage Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stocks:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Republic Bancorp, Inc. Common Stock Class (A and B)

 

$

4,949,611

 

$

 

$

 

$

4,949,611

 

 

 

 

 

 

 

 

 

 

 

Guaranteed interest account:

 

 

 

6,545,374

 

6,545,374

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market

 

437,212

 

 

 

437,212

 

Equity

 

33,697,397

 

 

 

33,697,397

 

Fixed Income

 

9,015,801

 

 

 

9,015,801

 

Total Mutual Funds

 

43,150,410

 

 

 

43,150,410

 

 

 

 

 

 

 

 

 

 

 

Participant Self-Directed Brokerage Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stocks:

 

 

 

 

 

 

 

 

 

Republic Bancorp, Inc. Common Stock Class (A and B)

 

1,560,873

 

 

 

1,560,873

 

Other financial Institutions

 

197,393

 

 

 

197,393

 

Energy Companies

 

348,651

 

 

 

348,651

 

Tobacco Companies

 

184,400

 

 

 

184,400

 

Pharmaceutical / Health Care Companies

 

192,903

 

 

 

192,903

 

Computer and Office Equipment, Services and Sales

 

375,629

 

 

 

375,629

 

Telephone Services

 

92,345

 

 

 

92,345

 

Real estate investment trusts

 

58,726

 

 

 

58,726

 

Other

 

914,081

 

 

 

914,081

 

Total Participant Self-Directed Stocks

 

3,925,001

 

 

 

3,925,001

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market

 

1,279,853

 

 

 

1,279,853

 

Equity

 

149,651

 

 

 

149,651

 

Balanced

 

24,162

 

 

 

24,162

 

Fixed Income

 

12,755

 

 

 

12,755

 

Total Participant Self-Directed Mutual Funds

 

1,466,421

 

 

 

1,466,421

 

 

There were no transfers between Level 1 and Level 2 investments in 2014.

 

9



Table of Contents

 

REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 3 — FAIR VALUE (Continued)

 

 

 

Fair Value Measurements at

 

 

 

 

 

December 31, 2013 Using:

 

 

 

 

 

Quoted Prices in

 

Significant

 

 

 

 

 

 

 

Active Markets

 

Other

 

Significant

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

Total

 

 

 

Assets

 

Inputs

 

Inputs

 

Fair

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Participant-Directed investments, Other Than Self-Directed Brokerage Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stocks:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Republic Bancorp, Inc. Common Stock Class (A and B)

 

$

5,180,247

 

$

 

$

 

$

5,180,247

 

 

 

 

 

 

 

 

 

 

 

Guaranteed interest account:

 

 

 

6,714,444

 

6,714,444

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market

 

401,159

 

 

 

401,159

 

Equity

 

30,471,558

 

 

 

30,471,558

 

Fixed Income

 

8,371,518

 

 

 

8,371,518

 

Total Mutual Funds

 

39,244,235

 

 

 

39,244,235

 

 

 

 

 

 

 

 

 

 

 

Participant Self-Directed Brokerage Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stocks:

 

 

 

 

 

 

 

 

 

Republic Bancorp, Inc. Common Stock Class (A and B)

 

1,721,486

 

 

 

1,721,486

 

Other financial Institutions

 

163,244

 

 

 

163,244

 

Energy Companies

 

363,365

 

 

 

363,365

 

Tobacco Companies

 

145,790

 

 

 

145,790

 

Pharmaceutical / Health Care Companies

 

176,430

 

 

 

176,430

 

Computer and Office Equipment, Services and Sales

 

260,276

 

 

 

260,276

 

Telephone Services

 

74,405

 

 

 

74,405

 

Real estate investment trusts

 

48,681

 

 

 

48,681

 

Other

 

991,770

 

 

 

991,770

 

Total Participant Self-Directed Stocks

 

3,945,447

 

 

 

3,945,447

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market

 

1,246,811

 

 

 

1,246,811

 

Equity

 

203,588

 

 

 

203,588

 

Balanced

 

49,914

 

 

 

49,914

 

Fixed Income

 

27,266

 

 

 

27,266

 

Total Participant Self-Directed Mutual Funds

 

1,527,579

 

 

 

1,527,579

 

 

There were no transfers between Level 1 and Level 2 investments in 2013.

 

10



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 3 — FAIR VALUE (Continued)

 

The table below presents a reconciliation of all investments measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the years ended December 31, 2014 and 2013, including the reporting classifications for the applicable gains and losses included in the 2014 and 2013 statement of changes in net assets available for benefits.

 

 

 

Fair Value Measurements Using

 

 

 

Significant Unobservable Inputs (Level 3)

 

 

 

Guaranteed Interest

 

Guaranteed Interest

 

 

 

Account

 

Account

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Balance, January 1

 

$

6,714,444

 

$

5,799,179

 

 

 

 

 

 

 

Interest Income

 

145,858

 

131,890

 

Purchases

 

1,730,367

 

2,179,404

 

Sales

 

(2,045,295

)

(1,396,029

)

Transfers in and/or out of Level 3

 

 

 

Balance, December 31

 

$

6,545,374

 

$

6,714,444

 

 

11



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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 4 — INVESTMENTS

 

New York Life Retirement Plan Services is the Plan custodian and Trustee. The custodian of the Plan held investment assets and executed transactions therein.

 

Investments, at fair value, that represent 5% or more of the Plan’s net assets in either year are presented below:

 

December 31,

 

2014

 

2013

 

 

 

 

 

 

 

Republic Bancorp, Inc. (Class A and Class B) (1)

 

$

6,510,484

 

$

6,901,733

 

 

 

 

 

 

 

Insurance Company General Account:

 

 

 

 

 

 

 

 

 

 

 

Guaranteed Interest Account (1)

 

6,545,374

 

6,714,444

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

 

 

Vanguard Growth Index Signal

 

 

8,653,938

 

Vanguard Mid Cap Index Signal

 

 

6,266,985

 

Vanguard Total Bond Market Index Signal

 

 

3,760,401

 

Vanguard Value Index Signal

 

 

5,980,135

 

Vanguard Small Cap Index Signal

 

 

5,434,736

 

Vanguard Total Intl Stock Index Signal

 

 

3,620,568

 

Vanguard GNMA Fund (Admiral Shares)

 

3,514,945

 

3,311,768

 

Vanguard Growth Index Fund Admiral Shares

 

9,840,024

 

 

Vanguard Value Index Fund Admiral Shares

 

6,928,440

 

 

Vanguard Mid-Cap Index Fund Admiral Shares

 

6,809,909

 

 

Vanguard Small-Cap Index Fund Admiral Shares

 

5,622,260

 

 

Vanguard Total Bond Market Index Fund Admiral Shares

 

3,915,554

 

 

Vanguard Total Stock Market Index Fund Admiral Shares

 

3,658,259

 

 

 


(1)  Party-in-interest

 

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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 4 — INVESTMENTS (Continued)

 

During the years ended December 31, 2014 and 2013, the Plan’s investments (including investments bought, sold and held during the year) appreciated in value as follows:

 

Net Change in Fair Value

 

December 31,

 

2014

 

2013

 

 

 

 

 

 

 

Republic Bancorp, Inc. Common Stock (Class A and Class B):

 

 

 

 

 

Unrealized Gain/(Loss)

 

$

(5,596

)

$

681,946

 

Realized Gain

 

33,885

 

11,605

 

Mutual Funds:

 

 

 

 

 

Unrealized Gain/(Loss)

 

(5,116,188

)

5,699,842

 

Realized Gain

 

7,923,741

 

427,352

 

 

 

 

 

 

 

Participant self-directed accounts:

 

 

 

 

 

Republic Bancorp, Inc. Common Stock (Class A and Class B):

 

 

 

 

 

Unrealized Gain

 

12,958

 

131,381

 

Realized Gain/(Loss)

 

(16,377

)

30,815

 

Other Stocks:

 

 

 

 

 

Unrealized Gain

 

188,752

 

417,932

 

Realized Gain

 

7,686

 

(32,766

)

Mutual Funds:

 

 

 

 

 

Unrealized Gain

 

31,964

 

51,138

 

Realized Gain/(Loss)

 

(29,411

)

93,816

 

Net change in fair value

 

$

3,031,414

 

$

7,513,061

 

 

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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 5 — PARTY-IN-INTEREST TRANSACTIONS

 

Parties-in-interest are defined under the Department of Labor’s Rules and Regulations as any fiduciary of the Plan, any party rendering service to the Plan, the Employer and certain others.

 

New York Life Retirement Plan Services is the custodian and Trustee as defined by the Plan and, therefore, transactions of the plan in investments of New York Life Insurance Company, which are managed by affiliates of the trustees, qualify as party-in-interest transactions. Professional fees of approximately $233,000 and $162,000 were paid by the Plan to New York Life Retirement Plan Services for the years ended December 31, 2014 and 2013. Investment management fees and operating expenses charged to the Plan for investments are deducted from the assets held by the participant. Consequently, investment management fees and operating expenses paid to parties-in-interest are reflected as a reduction of investment return for such investments. The Plan also holds a guaranteed interest contract administered by New York Life Insurance Company.

 

IRON Financial LLC (“IRON”) performs investment consulting services for the plan and qualifies as a party-in-interest. IRON’s fees for such services were $48,000 and $43,000 for the years ended December 31, 2014 and 2013. Such fees were not paid directly to IRON by the Plan but were remitted to IRON by New York Life Retirement Plan Services from the previously mentioned amounts paid to New York Life Retirement Plan Services during the years ended December 31, 2014 and 2013.

 

TD Ameritrade (“Ameritrade”) provides participant self-directed brokerage accounts associated with the Plan and is considered a party-in-interest. Ameritrade fees for advisory and management services were $2,000 and $2,000 for the years ended December 31, 2014 and 2013.

 

The Plan held 260,676 and 2,648 shares of Republic Bancorp, Inc. Class A and Class B Common Stock, at December 31, 2014 and recorded dividend income of approximately $199,000 from its investments in the Employer common stock during the 2014 plan year.  The Plan held 278,601 and 2,648 shares of Republic Bancorp, Inc. Class A and Class B Common Stock, at December 31, 2013 and recorded dividend income of approximately $214,000 from its investments in the Employer common stock during the 2013 plan year.

 

NOTE 6 — PLAN TERMINATION

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and its related regulations. In the event of plan termination, participants will become 100% vested in their accounts.

 

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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 7 — INCOME TAX STATUS

 

The Internal Revenue Service has determined and informed the Company by a letter dated September 7, 2010, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.  The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014 and 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by various taxing authorities; however, there are currently no audits for any tax periods in progress.  The plan administrator believes it is no longer subject to income tax examinations for years prior to and including 2010.

 

NOTE 8 — INVESTMENT CONTRACT WITH INSURANCE COMPANY

 

The Plan holds a fully benefit-responsive investment contract with New York Life Insurance Company (New York Life; Issuer). New York Life maintains the contributions in its general account. New York Life’s general account is credited with contributions and earnings, including interest and dividends, on the underlying investments and is charged for participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investments at contract value. There are no reserves against contract value for credit risk of the Issuer or otherwise.

 

The Plan or New York Life can terminate the contract by providing written notice to the other party 30 days prior to the termination date. If the contract were to terminate by the Plan or New York Life, interest would not be less than the minimum interest rate established in the investment contract. There may be a market value adjustment upon the Plan’s election to terminate the contract with a lump sum distribution, which may result in a distribution that is less than or in excess of contract value.

 

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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

 

NOTE 8 — INVESTMENT CONTRACT WITH INSURANCE COMPANY (Continued)

 

The crediting interest rate of the contract is based on an agreed-upon formula with the Issuer, as defined in the contract agreement, but cannot be less than 1%. Such interest rates are reviewed on a semi-annual basis for resetting. The key factors that influence future interest crediting rates could include the following: the level of market interest rates; the amount and timing of participant contributions, transfers and withdrawals into/out of the contracts; and the duration of the underlying investments backing the contract. The resulting gain or loss in the fair value of the investment contract relative to its contract value, if any, is reflected in the Statement of Net Assets Available for Benefits as Adjustment from fair value to contract value for fully benefit responsive investment contracts.

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Average yields:

 

 

 

 

 

Based on annualized earnings (1)

 

2.20

%

2.11

%

Based on interest rate credited to participants (2)

 

2.20

%

2.11

%

 


(1) Computed by dividing the average of the contract balance on the last day of the Plan year with prior year by the total income on the same date.

 

(2) Computed by dividing the annualized one-day actual earnings of the contract on the last day of the Plan year by the fair value of the contract investments on the same date.

 

NOTE 9 — ROLLOVERS FROM COMPANY’S EMPLOYEE STOCK OWNERSHIP PLAN

 

The Employer terminated its Employee Stock Ownership Plan (“ESOP”) effective December 31, 2012 and fully liquidated the ESOP on August 31, 2013. Employees were given the option to rollover cash or Company stock to the Plan or take a distribution in cash or Company stock. The total amount rolled over from the ESOP during the 2013 Plan year was approximately $2,929,000.

 

NOTE 10 — CHANGE IN PLAN CUSTODIAN AND TRUSTEE

 

Effective April 14, 2015, John Hancock Financial, a U.S. division of Manulife Financial Corporation, completed its acquisition of New York Life’s Retirement Plan Services, the custodian and Trustee of the Plan, merging the business with John Hancock Retirement Plan Services. The merger did not result in any changes to the investment options offered by the Plan.

 

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Table of Contents

 

SUPPLEMENTAL SCHEDULE

 

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Table of Contents

 

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

 

Name of Plan Sponsor:  Republic Bancorp, Inc.

 

Employer Identification Number:  61-0862051

 

Three-digit Plan Number: 001

 

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REPUBLIC BANCORP INC. 401(k) RETIREMENT PLAN

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2014

 

Name of Plan Sponsor: Republic Bancorp, Inc.

 

Employer Identification Number: 61-0862051

 

Three Digit Plan Number:  001

 

(a)

 

(b)

 

 

 

 

 

 

 

Party

 

Identity of Issue,

 

 

 

 

 

(e)

 

in

 

Borrower, Lessor

 

(c)

 

(d)

 

Current

 

Interest

 

or Similar Party

 

Description of Investments

 

Cost**

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Plan Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Republic Bancorp, Inc.

 

Class A and B Common Stock

 

 

 

$

4,949,611

 

 

 

 

 

 

 

 

 

 

 

*

 

New York Life Ins. Co.

 

Company Guaranteed Interest Account

 

 

 

6,545,374

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard

 

GNMA Admiral

 

 

 

3,514,945

 

 

 

Vanguard

 

Total Bond Market Index Admiral

 

 

 

3,915,554

 

 

 

Vanguard

 

Total Stock Market Index Admiral

 

 

 

3,658,259

 

 

 

Vanguard

 

Short Term Investment Grade

 

 

 

1,214,658

 

 

 

Vanguard

 

Mid-Cap Index Admiral

 

 

 

6,809,909

 

 

 

Vanguard

 

Growth Index Admiral

 

 

 

9,840,024

 

 

 

Vanguard

 

Value Index Admiral

 

 

 

6,928,440

 

 

 

Vanguard

 

Small-Cap Index Admiral

 

 

 

5,622,260

 

 

 

Vanguard

 

Emerging Market Stock Admiral

 

 

 

182,799

 

 

 

Vanguard

 

REIT Index Admiral

 

 

 

655,706

 

 

 

Ivy

 

High Income Class Y

 

 

 

370,644

 

 

 

Wells Fargo Avd

 

Govt Money Market Account

 

 

 

437,212

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Mutual Funds

 

 

 

 

 

43,150,410

 

 

 

 

 

 

 

 

 

 

 

 

 

Participant Self-Directed Brokerage Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Republic Bancorp, Inc.

 

Class A and B Common Stock

 

 

 

1,560,873

 

 

 

 

 

 

 

 

 

 

 

*

 

Ameritrade

 

Self Directed Brokerage

 

 

 

3,830,549

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Participant Self-Directed Brokerage Accounts

 

 

 

 

 

5,391,422

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

 

 

$

60,036,817

 

 


*   - Denotes party-in-interest

** - Investments are participant directed, therefore historical cost is not required.

 

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Table of Contents

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

REPUBLIC BANCORP, INC. 401(K) RETIREMENT PLAN

 

 

 

(Name of Plan)

 

 

 

 

Date: June 26, 2015

/s/ Kevin Sipes

 

 

 

 

 

 

 

Kevin Sipes

 

 

 

Executive Vice President &

 

 

 

Chief Financial Officer

 

 

 

Republic Bancorp, Inc.

 

20



Table of Contents

 

EXHIBIT INDEX

 

23.1                                     Consent of Independent Auditors

 

23.2                                     Republic Bancorp, Inc. 401(k) Retirement Plan, as Amended and Restated effective January 1, 2015

 

21