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, 2009
Commission file number 0-24649
REPUBLIC BANCORP 401(K)/PROFIT SHARING PLAN AND TRUST
(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)
REPUBLIC BANCORP 401(k)/PROFIT SHARING
PLAN AND TRUST
FINANCIAL STATEMENTS
December 31, 2009 and 2008
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN
Louisville, Kentucky
FINANCIAL STATEMENTS
December 31, 2009 and 2008
4 |
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FINANCIAL STATEMENTS |
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6 |
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7 |
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SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR) |
18 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Republic Bancorp 401(k)/Profit Sharing Plan and Trust
Louisville, Kentucky
We have audited the accompanying statements of net assets available for benefits of the Republic Bancorp 401(k)/Profit Sharing Plan and Trust (the Plan) as of December 31, 2009 and 2008, 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 Plans 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, 2009 and 2008, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i-Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2009 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2009 financial statements taken as a whole.
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Crowe Horwath LLP |
Louisville, Kentucky
June 29, 2010
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2009 and 2008
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2009 |
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2008 |
|
||
ASSETS |
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Investments, at fair value: |
|
|
|
|
|
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Republic Bancorp, Inc. Common Stock (Class A & B) |
|
$ |
2,447,887 |
|
$ |
2,722,274 |
|
Mutual funds |
|
22,488,250 |
|
16,373,852 |
|
||
Participant Self-Directed Brokerage Accounts: |
|
|
|
|
|
||
Republic Bancorp, Inc. Common Stock (Class A & B) |
|
1,487,767 |
|
1,985,846 |
|
||
Other stocks |
|
1,185,413 |
|
1,045,001 |
|
||
Mutual funds |
|
1,913,282 |
|
2,142,882 |
|
||
Total Investments, at fair value |
|
29,522,599 |
|
24,269,855 |
|
||
|
|
|
|
|
|
||
Accrued employer contributions |
|
23,984 |
|
365,852 |
|
||
|
|
|
|
|
|
||
TOTAL ASSETS AND NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
29,546,583 |
|
$ |
24,635,707 |
|
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2009 and 2008
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2009 |
|
2008 |
|
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Additions to net assets attributed to: |
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|
|
|
||
Investment income (loss): |
|
|
|
|
|
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Net appreciation (depreciation) in fair value of investments (Note 3) |
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$ |
1,563,688 |
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$ |
(4,019,435 |
) |
Interest and dividends |
|
694,561 |
|
741,533 |
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2,258,249 |
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(3,277,902 |
) |
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Contributions: |
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|
|
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Employer |
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1,268,512 |
|
1,028,732 |
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Participants |
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2,438,059 |
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2,205,183 |
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Rollover |
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98,756 |
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117,677 |
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||
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3,805,327 |
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3,351,592 |
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||
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|
|
|
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Total additions |
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6,063,576 |
|
73,690 |
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||
|
|
|
|
|
|
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Deductions from net assets attributed to: |
|
|
|
|
|
||
Benefits paid to participants |
|
1,047,305 |
|
2,084,472 |
|
||
Administrative expenses |
|
105,395 |
|
109,460 |
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||
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|
|
|
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Total deductions |
|
1,152,700 |
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2,193,932 |
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Net increase / (decrease) |
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4,910,876 |
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(2,120,242 |
) |
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Net assets available for benefits: |
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|
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Beginning of year |
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24,635,707 |
|
26,755,949 |
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End of year |
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$ |
29,546,583 |
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$ |
24,635,707 |
|
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
December 31, 2009 and 2008
NOTE 1 PLAN DESCRIPTION
The following description of the Republic Bancorp 401(k)/Profit Sharing Plan and Trust (the Plan) is provided for general information. Participants should refer to the Plan Agreement for a complete description of the Plans provisions. The sponsor of the Plan is Republic Bancorp, Inc. (the Company or Employer).
General: The Plan is a defined contribution plan covering all employees of the Company who have completed 30 days of service and are age 21 or older. The employer match begins after six months of completed service and the Company discretionary match, if applicable, will be awarded to eligible participants who are actively employed at the last day of the plan year and have completed 1,000 hours of service during the plan year. 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. For the 2009 plan year, 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 participants annual eligible compensation. For the 2008 plan year, if a participant elected to make a contribution to the Plan, the Employer made a matching contribution of 50% of the first 5% of the participants annual contributions. In addition, the Employer may award a discretionary bonus match for meeting certain corporate financial performance goals. The discretionary bonus match awarded for the year ended December 31, 2009 and 2008 was $0 and $343,000, respectively.
Participant Accounts: Each participants account is credited with the participants contribution, the Companys contribution, and an allocation of plan earnings and forfeitures of terminated participants nonvested accounts and is charged with withdrawals and an allocation of administrative expenses. Income is allocated on a basis proportional to account balances, and forfeitures are allocated on a basis proportional to Employer matching contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participants account.
Retirement, Death and Disability: A participant is entitled to 100% of their account balance upon retirement, death or disability.
Vesting: For the 2009 and 2008 plan years, Participants are immediately vested in their contributions plus actual earnings thereon. For the 2009 plan year, Participants are 100% vested in the remainder of their accounts, including Company contributions plus earnings thereon, after two years of employment. For the 2008 plan year, vesting in the remainder of their accounts, plus earnings thereon, was based on years of continuous service at a rate of 20% per year.
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 1 PLAN DESCRIPTION (Continued)
Payment of Benefits: On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of their vested interest in the account, or periodic installments over a period not exceeding the life expectancy of the participant or joint lives of the participant and spouse. If a participants account balance exceeds $5,000, no portion of the account balance will be distributed as a lump sum without the participants consent.
Investment Options: All investment accounts are participant directed. Participants may change their investment options up to 20 times per calendar year and may direct employee contributions in 1% increments into certain mutual funds offered as investment options by the Plan, or shares of the Companys common stock. Participants also have the option to self direct into investments other than those provided by the Plan, subject to market availability. Such investment options include any specific assets or investments permitted to be acquired by the trustee under the Plan, including qualified employer securities. Participant Self-Directed Brokerage Accounts are charged a transaction fee for any direct investments a participant makes, other than the investment options provided by the Plan. Employer match contributions are allocated ratably based on each participants contribution to their investment options.
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 Republics capital stock. Class A and Class B shares participate equally in undistributed earnings.
Forfeitures: Participant forfeitures of employer contributions are reallocated to remaining participants proportional to Employer matching contributions. As of December 31, 2009 and 2008, $25,021 and $87,194 of forfeited employer matching contributions were available to be allocated to participants.
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 accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Adoption of New Accounting Standards: In June 2009, the FASB replaced The Hierarchy of Generally Accepted Accounting Principles, with the FASB Accounting Standards Codification TM (The Codification or ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification is effective for financial statements issued for periods ending after September 15, 2009.
In April 2009, the FASB issued guidance that emphasizes that the objective of a fair value measurement does not change even when market activity for the asset or liability has decreased significantly. Fair value is the price that would be received for an asset sold or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. When observable transactions or quoted prices are not considered orderly, then little, if any, weight should be assigned to the indication of the asset or liabilitys fair value. Adjustments to those transactions or prices should be applied to determine the appropriate fair value. The standard also requires increased disclosures. The guidance was applied prospectively in 2009, and the impact of adoption of this standard was not material to the Plans net assets available for benefits.
Issued But Not Yet Effective Accounting Policy: In January 2010, the FASB amended disclosure requirements regarding fair value measurements through the issuance of ASU 2010-6, both expanding upon required disclosures and clarifying existing disclosure requirements. These new disclosures and clarifications of existing disclosures are generally effective for the Plan beginning with the 2010 plan year; however certain of the additional disclosures are not effective until the Plan year ended December 31, 2011.
Investment Valuation and Income Recognition: The Plans 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.
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 Plans 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
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 Plans own assumptions about the assumptions that market participants would use in pricing an asset or liability.
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 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).
Common stock: The fair values of Republic Bancorp, Inc. common stock and other common stocks are determined by obtaining quoted prices from a nationally recognized exchange (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.
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investments measured at fair value on a recurring basis at December 31, 2009 and 2008 are summarized below:
|
|
Fair Value Measurements at |
|
|
|
||||||||
|
|
Quoted Prices in |
|
Significant |
|
Significant |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Participant-Directed investments, Other Than Self-Directed Brokerage Accounts |
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||
Stocks: |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
State commercial banks |
|
$ |
2,447,887 |
|
$ |
|
|
$ |
|
|
$ |
2,447,887 |
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual Funds: |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Money Market |
|
1,872,314 |
|
|
|
|
|
1,872,314 |
|
||||
Equity |
|
13,086,917 |
|
|
|
|
|
13,086,917 |
|
||||
Balanced |
|
71,733 |
|
|
|
|
|
71,733 |
|
||||
Fixed Income |
|
7,457,286 |
|
|
|
|
|
7,457,286 |
|
||||
Total |
|
22,488,250 |
|
|
|
|
|
22,488,250 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Participant Self-Directed Brokerage Accounts: |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
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Stocks: |
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|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Crude Petroleum and Natural Gas |
|
45,370 |
|
|
|
|
|
45,370 |
|
||||
Oil and Gas Field Exploration Services |
|
896 |
|
|
|
|
|
896 |
|
||||
Oil and Gas Field Services, NEC |
|
4,213 |
|
|
|
|
|
4,213 |
|
||||
Canned Fruits, Vegetables, Preserves, Jams, and Jellies |
|
21,380 |
|
|
|
|
|
21,380 |
|
||||
Cookies and Crackers |
|
5,436 |
|
|
|
|
|
5,436 |
|
||||
Bottled and Canned Soft Drinks and Carbonated Water |
|
20,158 |
|
|
|
|
|
20,158 |
|
||||
Flavoring Extracts and Flavoring Syrups, NEC |
|
4,835 |
|
|
|
|
|
4,835 |
|
||||
Cigarettes |
|
96,361 |
|
|
|
|
|
96,361 |
|
||||
Chewing and Smoking Tobacco and Snuff |
|
8,834 |
|
|
|
|
|
8,834 |
|
||||
Hardwood Dimension and Flooring Mills |
|
2,379 |
|
|
|
|
|
2,379 |
|
||||
Newspapers: Publishing, or Publishing and Printing |
|
1 |
|
|
|
|
|
1 |
|
||||
Alkalies and Chlorine |
|
876 |
|
|
|
|
|
876 |
|
||||
Medicinal Chemicals and Botanical Products |
|
3,670 |
|
|
|
|
|
3,670 |
|
||||
Pharmaceutical Preparations |
|
69,619 |
|
|
|
|
|
69,619 |
|
||||
Biological Products, Except Diagnostic Substances |
|
16,971 |
|
|
|
|
|
16,971 |
|
||||
Soaps and Other Detergents, Except Specialty Cleaners |
|
22,372 |
|
|
|
|
|
22,372 |
|
||||
Paints, Varnishes, Lacquers, Enamels and Allied Products |
|
4,879 |
|
|
|
|
|
4,879 |
|
||||
Petroleum Refining |
|
99,969 |
|
|
|
|
|
99,969 |
|
||||
Primary Production of Aluminum |
|
4,836 |
|
|
|
|
|
4,836 |
|
||||
(continued)
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
Fair Value Measurements at |
|
|
|
||||
|
|
Quoted Prices in |
|
Significant |
|
Significant |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Stocks (continued): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rolling, Drawing, and Extruding of Nonferrous Metals |
|
12,520 |
|
|
|
|
|
12,520 |
|
Plumbing Fixture Fittings and Trim |
|
23,760 |
|
|
|
|
|
23,760 |
|
Steam, Gas, and Hydraulic Turbines, and Turbine Generator Set Units |
|
80,643 |
|
|
|
|
|
80,643 |
|
Farm Machinery and Equipment |
|
2,705 |
|
|
|
|
|
2,705 |
|
Electronic Computers |
|
38,559 |
|
|
|
|
|
38,559 |
|
Computer Storage Devices |
|
524 |
|
|
|
|
|
524 |
|
Computer Peripheral Equipment, NEC |
|
335 |
|
|
|
|
|
335 |
|
Automatic Vending Machines |
|
5,639 |
|
|
|
|
|
5,639 |
|
Telephone and Telegraph Apparatus |
|
1,566 |
|
|
|
|
|
1,566 |
|
Radio and Television Broadcasting and Communications Equipment |
|
900 |
|
|
|
|
|
900 |
|
Semiconductors and Related Devices |
|
36,013 |
|
|
|
|
|
36,013 |
|
Motor Vehicles and Passenger Car Bodies |
|
42,170 |
|
|
|
|
|
42,170 |
|
Aircraft Engines and Engine Parts |
|
27,764 |
|
|
|
|
|
27,764 |
|
Surgical and Medical Instruments and Apparatus |
|
23,963 |
|
|
|
|
|
23,963 |
|
Electromedical and Electrotherapeutic Apparatus |
|
8,690 |
|
|
|
|
|
8,690 |
|
Watches, Clocks, Clockwork Operated Devices, and Parts |
|
5,638 |
|
|
|
|
|
5,638 |
|
Railroads, Line-Haul Operating |
|
4,849 |
|
|
|
|
|
4,849 |
|
Courier Services, Except by Air |
|
2,869 |
|
|
|
|
|
2,869 |
|
Radiotelephone Communications |
|
656 |
|
|
|
|
|
656 |
|
Telephone Communications, Except Radiotelephone |
|
18,683 |
|
|
|
|
|
18,683 |
|
Radio Broadcasting Stations |
|
414 |
|
|
|
|
|
414 |
|
Cable and Other Pay Television Services |
|
41 |
|
|
|
|
|
41 |
|
Electric Services |
|
66,201 |
|
|
|
|
|
66,201 |
|
Natural Gas Transmission and Distribution |
|
9,353 |
|
|
|
|
|
9,353 |
|
Electric and Other Services Combined |
|
4,887 |
|
|
|
|
|
4,887 |
|
Refuse Systems |
|
410 |
|
|
|
|
|
410 |
|
Groceries and Related Products, NEC |
|
327 |
|
|
|
|
|
327 |
|
Beer and Ale |
|
8,704 |
|
|
|
|
|
8,704 |
|
Hardware Stores |
|
10,415 |
|
|
|
|
|
10,415 |
|
Variety Stores |
|
5,345 |
|
|
|
|
|
5,345 |
|
Grocery Stores |
|
2,053 |
|
|
|
|
|
2,053 |
|
Retail Bakeries |
|
207 |
|
|
|
|
|
207 |
|
(continued)
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
Fair Value Measurements at |
|
|
|
||||
|
|
Quoted Prices in |
|
Significant |
|
Significant |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Stocks (continued): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline Service Station |
|
7,866 |
|
|
|
|
|
7,866 |
|
Womens Clothing Stores |
|
2,116 |
|
|
|
|
|
2,116 |
|
Radio, Television, and Consumer Electronics Stores |
|
11,522 |
|
|
|
|
|
11,522 |
|
Eating Places |
|
14,361 |
|
|
|
|
|
14,361 |
|
Drug Stores and Proprietary Stores |
|
639 |
|
|
|
|
|
639 |
|
Catalog and Mail-Order Houses |
|
43,210 |
|
|
|
|
|
43,210 |
|
National Commercial Banks |
|
98,163 |
|
|
|
|
|
98,163 |
|
State Commercial Banks |
|
1,510,274 |
|
|
|
|
|
1,510,274 |
|
Commercial Banks, NEC |
|
12,095 |
|
|
|
|
|
12,095 |
|
Savings Institutions, Not Federally Chartered |
|
12 |
|
|
|
|
|
12 |
|
Investment Advice |
|
183 |
|
|
|
|
|
183 |
|
Fire, Marine, and Casualty Insurance |
|
11,204 |
|
|
|
|
|
11,204 |
|
Land Subdividers and Developers, Except Cemeteries |
|
4,911 |
|
|
|
|
|
4,911 |
|
Offices of Bank Holding Companies |
|
11,025 |
|
|
|
|
|
11,025 |
|
Real Estate Investment Trusts |
|
5,152 |
|
|
|
|
|
5,152 |
|
Prepackaged Software |
|
18,340 |
|
|
|
|
|
18,340 |
|
Information Retrieval Services |
|
4,340 |
|
|
|
|
|
4,340 |
|
Business Services, NEC |
|
657 |
|
|
|
|
|
657 |
|
Motion Picture and Video Tape Production |
|
175 |
|
|
|
|
|
175 |
|
Theatrical Producers |
|
85 |
|
|
|
|
|
85 |
|
Home Health Care Services |
|
36,992 |
|
|
|
|
|
36,992 |
|
Total Participant Self Directed Stocks |
|
2,673,180 |
|
|
|
|
|
2,673,180 |
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market |
|
1,032,947 |
|
|
|
|
|
1,032,947 |
|
Equity |
|
722,073 |
|
|
|
|
|
722,073 |
|
Balanced |
|
124,056 |
|
|
|
|
|
124,056 |
|
Fixed Income |
|
34,206 |
|
|
|
|
|
34,206 |
|
Total Participant Self Directed Mutual Funds |
|
1,913,282 |
|
|
|
|
|
1,913,282 |
|
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
Fair Value Measurements at |
|
|
|
||||||||
|
|
Quoted Prices in |
|
Significant |
|
Significant |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Republic Bancorp, Inc. Common Stock (Class A and Class B) |
|
$ |
2,722,274 |
|
$ |
|
|
$ |
|
|
$ |
2,722,274 |
|
Mutual Funds |
|
16,373,852 |
|
|
|
|
|
16,373,852 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Participant Self-Directed Brokerage Accounts: |
|
|
|
|
|
|
|
|
|
||||
Republic Bancorp, Inc. Common Stock (Class A and Class B) |
|
1,985,846 |
|
|
|
|
|
1,985,846 |
|
||||
Other Stocks |
|
1,045,001 |
|
|
|
|
|
1,045,001 |
|
||||
Mutual Funds |
|
2,142,882 |
|
|
|
|
|
2,142,882 |
|
||||
Payment of Benefits: Benefits are recorded when paid.
Risks and Uncertainties: The Plan provides for various investment options in mutual funds, Company Stock and other securities. The underlying investment securities are exposed to various risks, such as interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the value of investment securities 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.
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 3 INVESTMENTS
Nationwide Investment Company has been the Plan custodian since July 1, 2006. The custodian of the Plan held investment assets and executed transactions therein.
Investments, at fair value, that represent 5% or more of the Plans net assets in either year are presented below:
December 31, |
|
2009 |
|
2008 |
|
||
|
|
|
|
|
|
||
Republic Bancorp, Inc. (Class A and Class B) (1) |
|
$ |
3,935,654 |
|
$ |
4,708,120 |
|
|
|
|
|
|
|
||
Mutual Funds: |
|
|
|
|
|
||
Alger Capital Appreciation Instl 1 |
|
3,231,384 |
|
380 |
(2) |
||
American Century Diversified Bond A |
|
3,003,414 |
|
|
|
||
American Funds Growth Fund of America |
|
972 |
(2) |
1,945,109 |
|
||
CRM Mid Cap Value Investor Share |
|
2,677,206 |
|
1,705,040 |
|
||
JPMorgan Intrepid Value A |
|
1,055 |
(2) |
1,612,509 |
|
||
Nationwide Money Market Institutional |
|
1,872,314 |
|
2,104,714 |
|
||
Putnam Equity Income A |
|
2,401,228 |
|
|
|
||
TCW Total Return Bond N |
|
2 |
(2) |
2,209,523 |
|
||
Victory for Income A |
|
4,450,990 |
|
3,789,150 |
|
||
Victory Small Company Opportunity A |
|
1,987,547 |
|
|
|
||
(1) Party-in-interest
(2) Investment did not meet the 5% threshold; shown for comparative purposes
During the years ended December 31, 2009 and 2008, the Plans investments (including investments bought, sold and held during the year) appreciated (depreciated) in value as follows:
Net Change in Fair Value
December 31, (in thousands) |
|
2009 |
|
2008 |
|
||
|
|
|
|
|
|
||
Mutual Funds |
|
$ |
3,297,809 |
|
$ |
(4,492,386 |
) |
Republic Bancorp, Inc. Common Stock (Class A and Class B) |
|
(772,466 |
) |
937,984 |
|
||
Common stock and mutual funds in participant self-directed brokerage accounts |
|
(961,655 |
) |
(465,033 |
) |
||
Net change in fair value |
|
$ |
1,563,688 |
|
$ |
(4,019,435 |
) |
REPUBLIC BANCORP 401(k)/PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 4 PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under the Department of Labors Rules and Regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer and certain others. Nationwide Trust Company, FSB (Nationwide) is the Trustee as defined by the Plan and, therefore, transactions of the plan in investments of Nationwide mutual funds which are managed by an affiliate of the trustee qualify as party-in-interest. Professional fees of approximately $105,000 and $110,000 were paid to Nationwide for the administration of the Plan by the Plan for the years ended December 31, 2009 and 2008. The Company incurred expenses in addition to the Plan for the years ended December 31, 2009 and 2008 in connection with administration of the Plan.
The Plan held 188,626 and 2,648 shares of Republic Bancorp, Inc. Class A and Class B Common Stock, at December 31, 2009 and recorded income of $35,615 from its investments in the Employer common stock during the plan year. At December 31, 2008, The Plan held 170,831 and 2,648 shares of Republic Bancorp, Inc. Class A and Class B Common Stock, at December 31, 2008 and recorded income of $37,952 from its investments in the Employer common stock during the plan year (Note 3).
NOTE 5 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.
NOTE 6 INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter dated July 3, 2003, 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.
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
REPUBLIC BANCORP 401(K)/PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2009
Name of Plan Sponsor: Republic Bancorp, Inc.
Employer Identification Number: 61-0862051
Three-Digit Plan Number: 001
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Investments |
|
|
|
|
|
|
|
|
** |
|
Republic Bancorp, Inc. |
|
Class A and B Common Stock |
|
|
|
$ |
2,447,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aberdeen |
|
Small Cap Class A |
|
|
|
$ |
3,990 |
|
|
|
AIM |
|
Energy Fund Investor Class |
|
|
|
12 |
|
|
|
|
Alger |
|
Capital Appreciation Instl I |
|
|
|
3,231,384 |
|
|
|
|
Alger |
|
MidCap Growth Institutional I |
|
|
|
4,482 |
|
|
|
|
American Funds |
|
Century Diversified Bond A |
|
|
|
3,003,414 |
|
|
|
|
American Funds |
|
Capital World G/I R3 |
|
|
|
123 |
|
|
|
|
American Funds |
|
Growth Fund of Amer R5 |
|
|
|
972 |
|
|
|
|
American Funds |
|
New World R1 |
|
|
|
817 |
|
|
|
|
Baron |
|
Growth Fund |
|
|
|
7,841 |
|
|
|
|
BlackRock |
|
Energy & Resources Inv A |
|
|
|
61 |
|
|
|
|
BlackRock |
|
Health Sciences Ops Inv A |
|
|
|
1,532 |
|
|
|
|
CRM |
|
Mid Cap Value Investor Share |
|
|
|
2,677,206 |
|
|
|
|
Dodge & Cox |
|
International Stock |
|
|
|
8,097 |
|
|
|
|
Dreyfus |
|
Greater China A |
|
|
|
1,125 |
|
|
|
|
Janus |
|
Forty S |
|
|
|
5,678 |
|
|
|
|
Janus |
|
Overseas S |
|
|
|
4,970 |
|
|
|
|
JPMorgan |
|
Intrepid Value A |
|
|
|
1,055 |
|
|
|
|
Mutual |
|
Global Discovery A |
|
|
|
1,401,760 |
|
|
* |
|
Nationwide |
|
International Index Instl |
|
|
|
389,833 |
|
|
* |
|
Nationwide |
|
Inv Dest Mod Svc |
|
|
|
47,048 |
|
|
* |
|
Nationwide |
|
Mid Cap Market Index Instl |
|
|
|
223,962 |
|
|
* |
|
Nationwide |
|
Money Market Institutional |
|
|
|
1,872,314 |
|
|
* |
|
Nationwide |
|
S&P 500 Index Instl |
|
|
|
449,644 |
|
|
* |
|
Nationwide |
|
Small Cap Index Instl |
|
|
|
268,292 |
|
|
|
|
Oppenheimer |
|
Developing Markets A |
|
|
|
4,893 |
|
|
|
|
Oppenheimer |
|
Gold & Special Minerals B |
|
|
|
62 |
|
|
|
|
Prudential |
|
Jennison Natural Resources A |
|
|
|
6,063 |
|
|
|
|
Putnam |
|
Equity Income A |
|
|
|
2,401,228 |
|
|
|
|
Scout |
|
International |
|
|
|
1,519 |
|
|
|
|
TCW |
|
Total Return Bond N |
|
|
|
2 |
|
REPUBLIC BANCORP 401(K)/PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2009
Name of Plan Sponsor: Republic Bancorp, Inc.
Employer Identification Number: 61-0862051
Three-Digit Plan Number: 001
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard |
|
Dividend Growth |
|
|
|
$ |
2,880 |
|
|
|
Vanguard |
|
Wellesley Income |
|
|
|
24,685 |
|
|
|
|
Victory |
|
for Income A |
|
|
|
4,450,990 |
|
|
|
|
Victory |
|
Small Company Opportunity A |
|
|
|
1,987,547 |
|
|
|
|
Wells Fargo |
|
Advantage Small Cap Val Inv |
|
|
|
2,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mutual Funds |
|
|
|
|
|
$ |
22,488,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Self-Directed Brokerage Accounts: |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
** |
|
Republic Bancorp, Inc. |
|
Class A and B Common Stock |
|
|
|
$ |
1,487,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ameritrade |
|
Self Directed Brokerage |
|
|
|
$ |
3,098,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Plarticipant Self-Directed Brokerage Accounts |
|
|
|
$ |
4,586,462 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
$ |
29,522,599 |
|
* - Denotes party in interest
** - Investment in participant directed, therefore historical cost is not required.
REPUBLIC BANCORP 401(K)/PROFIT SHARING PLAN AND TRUST
FORM 11-K
December 31, 2009
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 401(K)/ |
|
PROFIT SHARING PLAN AND TRUST |
|
(Name of Plan) |
|
|
|
|
Date: June 29, 2010 |
/s/ Kevin Sipes |
|
Kevin Sipes |
|
Executive Vice President & |
|
Chief Financial Officer |
|
Republic Bancorp, Inc. |