8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  7/25/2019

The Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-51018

Delaware	23-3016517
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, including zip code)

302-385-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  [ ]

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	TBBK	Nasdaq Global Select

Item 2.02.    Results of Operations and Financial Condition

On July 25, 2019, The Bancorp, Inc. (the "Company") issued a press release regarding its earnings for the three and six months ended June 30, 2019. A copy of this press release is furnished with this report as exhibit 99.1. The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

The exhibit furnished as part of this Current Report on Form 8-K is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.

 EXHIBIT INDEX

Exhibit No.	Description
EX-99.1	Press release

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 hereunto duly authorized.

		The Bancorp, Inc.
Date: July 25, 2019	By:	/s/Paul Frenkiel
		Paul Frenkiel
		Chief Financial Officer and Secretary

 

EX-99.1

Exhibit 99.1

The Bancorp, Inc. Reports Second Quarter 2019 Financial Results

Wilmington, DE – July 25, 2019 – The Bancorp, Inc. ("The Bancorp") (NASDAQ: TBBK), a financial holding company, today reported financial results for the second quarter of 2019.

Highlights

• Reported earnings per share for the quarter ended June 30, 2019 were $0.20, compared to $0.11 for the quarter ended June 30, 2018, an increase of 82%. Adjusted diluted earnings per share increased to $0.21 for the quarter ended June 30, 2019, after consideration of the $0.01 impact of a $908,000 lease termination expense, which will yield $2.2 million of future savings.

• Net income increased to $11.4 million for the quarter ended June 30, 2019, compared to $6.1 million for the quarter ended June 30, 2018, an increase of 85%.

• Net interest margin increased to 3.41% for the quarter ended June 30, 2019, compared to 3.11% for the quarter ended June 30, 2018.

• Net interest income increased 17% to $34.5 million for the quarter ended June 30, 2019, compared to $29.5 million for the quarter ended June 30, 2018.

• Average loans and leases, including loans held for sale, increased 21% to $2.23 billion for the quarter ended June 30, 2019, compared to $1.85 billion for the quarter ended June 30, 2018.

• Prepaid card and related fees increased 13% to $15.8 million for the quarter ended June 30, 2019, compared to $14.1 million for the quarter ended June 30, 2018.

• ACH (Automated Clearing House), card and other payment processing fees increased 18%, to $2.5 million for the quarter ended June 30, 2019, compared to $2.1 million for the quarter ended June 30, 2018.

• Small Business Administration (“SBA”) loans, including those held-for-sale, increased 18% to $516 million at June 30, 2019, compared to $439 million at June 30, 2018.

• Linked quarter loan growth for SBA, security backed lines of credit (SBLOC) and leasing, respectively, was 5%, 6% and 6%; or 19%, 23% and 24% on an annualized basis.

• The rate on $3.9 billion of average deposits and interest-bearing liabilities in the second quarter of 2019 was 0.96%.  Average prepaid card deposits of $2.5 billion for second quarter 2019, reflected an increase of 17% over the average of $2.1 billion for the quarter ended June 30, 2018.

• Consolidated leverage ratio was 10.04% at June 30, 2019. The Bancorp and its subsidiary, The Bancorp Bank, remain well capitalized.

• Book value per common share at June 30, 2019 was $8.07 per share from $5.91 a year earlier, an increase of 37%.

Damian Kozlowski, The Bancorp’s Chief Executive Officer, said, “Revenue momentum was broad based in the second quarter, equally distributed between fee and net interest income growth.  These trends and our underlying pipelines suggest continued improvement in our earnings outlook.”

The Bancorp reported net income of $11.4 million, or $0.20 income per diluted share, for the quarter ended June 30, 2019, compared to net income of $6.1 million, or $0.11 income per diluted share, for the quarter ended June 30, 2018.  Tier one capital to assets (leverage), tier one capital to risk-weighted assets, total capital to risk-weighted assets and common equity-tier 1 to risk-weighted assets ratios were 10.04%, 20.57%, 21.03% and 20.57%, respectively, compared to well-capitalized minimums of 5%, 8%, 10% and 6.5%, respectively.

1

Conference Call Webcast

You may access the LIVE webcast of The Bancorp's Quarterly Earnings Conference Call at 8:00 AM ET Friday, July 26, 2019 by clicking on the webcast link on The Bancorp's homepage at www.thebancorp.com. Or, you may dial 844.775.2543, access code 1391725.  You may listen to the replay of the webcast following the live call on The Bancorp's investor relations website or telephonically until Friday, August 2, 2019 by dialing 855.859.2056, access code 1391725.

About The Bancorp

The Bancorp, Inc. (NASDAQ: TBBK) is dedicated to serving the unique needs of non-bank financial service companies, ranging from entrepreneurial start-ups to those on the Fortune 500. The company’s only subsidiary, The Bancorp Bank (Member FDIC, Equal Housing Lender), has been repeatedly recognized in the payments industry as the Top Issuer of Prepaid Cards (US), a top merchant sponsor bank and a top ACH originator. Specialized lending distinctions include National Preferred SBA Lender, a leading provider of securities-backed lines of credit, and one of the few bank-owned commercial vehicle leasing groups in the nation. For more information please visit www.thebancorp.com.

Forward-Looking Statements

Statements in this earnings release regarding The Bancorp’s business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. These statements may be identified by the use of forward-looking terminology, including but not limited to the words “may,” “believe,” “will,” “expect,” “look,” “anticipate,” “estimate,” “continue,” or similar words.  For further discussion of the risks and uncertainties to which these forward-looking statements may be subject, see The Bancorp’s filings with the Securities Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those filings. These risks and uncertainties could cause actual results to differ materially from those projected in the forward-looking statements. The forward-looking statements speak only as of the date of this press release. The Bancorp does not undertake to publicly revise or update forward-looking statements in this press release to reflect events or circumstances that arise after the date of this earnings release, except as may be required under applicable law.

The Bancorp, Inc. Contact

Andres Viroslav

215-861-7990

aviroslav@thebancorp.com

2

The Bancorp, Inc.
Financial highlights
(unaudited)
	Three months ended						Six months ended
	June 30,						June 30,
Condensed income statement	2019			2018			2019		2018
	(dollars in thousands except per share data)
Net interest income	$	34,539		$	29,534		$	68,549	$	59,608
Provision for loan and lease losses		600			900			2,300		1,600
Non-interest income
Service fees on deposit accounts		14			1,646			61		3,222
ACH, card and other payment processing fees		2,521			2,142			4,824		3,994
Prepaid card and related fees		15,840			14,073			32,003		28,355
Net realized and unrealized gains (losses) on commercial
loans originated for sale		(148	)		(454	)		10,615		11,275
Change in value of investment in unconsolidated entity		-			(1,732	)		-		(2,903	)
Leasing income		1,027			1,108			1,722		1,595
Affinity fees		-			85			-		187
Other non-interest income		495			172			889		410
Total non-interest income		19,749			17,040			50,114		46,135
Non-interest expense
Salaries and employee benefits		21,826			18,897			45,666		39,970
Data processing expense		1,223			1,356			2,492		3,361
Legal expense		1,534			1,770			2,858		4,201
FDIC Insurance		2,095			2,929			4,024		5,148
Software		3,060			2,995			5,981		6,286
Civil money penalty		-			-			-		(290	)
Lease termination expense		908			395			908		395
Other non-interest expense		8,873			8,968			16,819		17,288
Total non-interest expense		39,519			37,310			78,748		76,359
Income from continuing operations before income taxes		14,169			8,364			37,615		27,784
Income tax expense		3,575			2,209			9,610		7,608
Net income from continuing operations		10,594			6,155			28,005		20,176
Discontinued operations
Income (loss) from discontinued operations before income taxes		919			(50	)		1,724		106
Income tax expense (benefit)		163			(36	)		449		1
Net income (loss) from discontinued operations, net of tax		756			(14	)		1,275		105
Net income	$	11,350		$	6,141		$	29,280	$	20,281
Net income per share from continuing operations - basic	$	0.19		$	0.11		$	0.50	$	0.36
Net income per share from discontinued operations - basic	$	0.01		$	-		$	0.02	$	-
Net income per share - basic	$	0.20		$	0.11		$	0.52	$	0.36
Net income per share from continuing operations - diluted	$	0.19		$	0.11		$	0.49	$	0.36
Net income per share from discontinued operations - diluted	$	0.01		$	-		$	0.02	$	-
Net income per share - diluted	$	0.20		$	0.11		$	0.51	$	0.36
Weighted average shares - basic		56,702,182			56,340,816			56,612,596		56,241,873
Weighted average shares - diluted		57,197,433			57,141,219			57,031,206		57,083,297

3

Balance sheet	June 30,			March 31,			December 31,			June 30,
	2019			2019			2018			2018
	(dollars in thousands)
Assets:
Cash and cash equivalents
Cash and due from banks	$	27,450		$	11,678		$	2,440		$	3,052
Interest earning deposits at Federal Reserve Bank		284,823			714,514			551,862			373,782
Securities sold under agreements to resell		-			-			-			64,216
Total cash and cash equivalents		312,273			726,192			554,302			441,050
Investment securities, available-for-sale, at fair value		1,361,779			1,368,602			1,236,324			1,305,494
Investment securities, held-to-maturity		84,414			84,428			84,432			86,354
Commercial loans held for sale, at fair value		934,452			570,426			688,471			447,997
Loans, net of deferred fees and costs		1,561,451			1,510,395			1,501,976			1,503,828
Allowance for loan and lease losses		(9,989	)		(9,954	)		(8,653	)		(8,014	)
Loans, net		1,551,462			1,500,441			1,493,323			1,495,814
Federal Home Loan Bank & Atlantic Community Bancshares stock		6,342			1,113			1,113			1,113
Premises and equipment, net		17,380			18,056			18,895			18,275
Accrued interest receivable		14,567			13,907			12,753			11,810
Intangible assets, net		3,081			3,463			3,846			4,612
Other real estate owned		-			-			-			405
Deferred tax asset, net		14,574			18,423			21,622			39,779
Investment in unconsolidated entity		58,012			58,258			59,273			67,994
Assets held for sale from discontinued operations		169,109			188,025			197,831			241,694
Other assets		76,123			75,642			65,726			59,483
Total assets	$	4,603,568		$	4,626,976		$	4,437,911		$	4,221,874
Liabilities:
Deposits
Demand and interest checking	$	3,964,905		$	3,993,828		$	3,904,638		$	3,287,682
Savings and money market		26,841			31,470			31,076			511,598
Total deposits		3,991,746			4,025,298			3,935,714			3,799,280
Securities sold under agreements to repurchase		93			93			93			161
Short-term borrowings		45,000			-			-			-
Subordinated debenture		13,401			13,401			13,401			13,401
Long-term borrowings		41,334			41,499			41,674			42,000
Other liabilities		53,862			111,905			40,253			34,485
Total liabilities	$	4,145,436		$	4,192,196		$	4,031,135		$	3,889,327
Shareholders' equity:
Common stock - authorized, 75,000,000 shares of $1.00 par value; 56,874,956 and 56,410,525 shares issued and outstanding at June 30, 2019 and 2018, respectively		56,875			56,568			56,446			56,411
Treasury stock (100,000 shares)		(866	)		(866	)		(866	)		(866	)
Additional paid-in capital		368,771			367,483			366,181			364,460
Accumulated earnings (deficit)		28,463			17,113			(817	)		(69,213	)
Accumulated other comprehensive income (loss)		4,889			(5,518	)		(14,168	)		(18,245	)
Total shareholders' equity		458,132			434,780			406,776			332,547
Total liabilities and shareholders' equity	$	4,603,568		$	4,626,976		$	4,437,911		$	4,221,874

4

Average balance sheet and net interest income	Three months ended June 30, 2019								Three months ended June 30, 2018
	(dollars in thousands)
	Average					Average			Average					Average
Assets:	Balance			Interest		Rate			Balance			Interest		Rate
Interest earning assets:
Loans net of deferred fees and costs **	$	2,216,935		$	29,737		5.37	%	$	1,828,398		$	21,704		4.75	%
Leases - bank qualified*		15,446			268		6.94	%		20,214			337		6.67	%
Investment securities-taxable		1,443,671			11,634		3.22	%		1,435,598			10,770		3.00	%
Investment securities-nontaxable*		6,610			54		3.27	%		8,702			63		2.90	%
Interest earning deposits at Federal Reserve Bank		420,153			2,455		2.34	%		458,695			2,095		1.83	%
Federal funds sold and securities purchased under agreement to resell		-			-		-			64,300			475		2.95	%
Net interest earning assets		4,102,815			44,148		4.30	%		3,815,907			35,444		3.72	%
Allowance for loan and lease losses		(9,963	)							(7,168	)
Loans held for sale from discontinued operations		154,057			1,659		4.31	%		281,476			2,066		2.94	%
Other assets		283,036								212,397
	$	4,529,945							$	4,302,612
Liabilities and Shareholders' Equity:
Deposits:
Demand and interest checking	$	3,847,623		$	8,783		0.91	%	$	3,439,265		$	5,022		0.58	%
Savings and money market		26,497			40		0.60	%		502,783			617		0.49	%
Total deposits		3,874,120			8,823		0.91	%		3,942,048			5,639		0.57	%
Short-term borrowings		80,242			526		2.62	%		1,648			9		2.18	%
Securities sold under agreements to repurchase		92			-		0.00	%		171			-		0.00	%
Subordinated debentures		13,401			192		5.73	%		13,401			178		5.31	%
Total deposits and liabilities		3,967,855			9,541		0.96	%		3,957,268			5,826		0.59	%
Other liabilities		115,634								14,124
Total liabilities		4,083,489								3,971,392
Shareholders' equity		446,456								331,220
	$	4,529,945							$	4,302,612
Net interest income on tax equivalent basis*				$	36,266							$	31,684
Tax equivalent adjustment					68								84
Net interest income				$	36,198							$	31,600
Net interest margin *							3.41	%							3.11	%
* Full taxable equivalent basis, using a statutory rate of 21% for 2019 and 2018.
** Includes loans held for sale.

5

Average balance sheet and net interest income	Six months ended June 30, 2019								Six months ended June 30, 2018
	(dollars in thousands)
	Average					Average			Average					Average
Assets:	Balance			Interest		Rate			Balance			Interest		Rate
Interest earning assets:
Loans net of deferred fees and costs **	$	2,241,746		$	59,898		5.34	%	$	1,887,511		$	44,743		4.74	%
Leases - bank qualified*		16,613			695		8.37	%		20,623			671		6.51	%
Investment securities-taxable		1,374,019			22,164		3.23	%		1,405,749			20,469		2.91	%
Investment securities-nontaxable*		7,075			114		3.22	%		9,294			138		2.97	%
Interest earning deposits at Federal Reserve Bank		421,580			4,957		2.35	%		480,343			3,927		1.64	%
Federal funds sold and securities purchased under agreement to resell		-			-		-			64,258			889		2.77	%
Net interest earning assets		4,061,033			87,828		4.33	%		3,867,778			70,837		3.66	%
Allowance for loan and lease losses		(9,305	)							(7,076	)
Loans held for sale from discontinued operations		163,874			3,684		4.50	%		288,050			4,593		3.19	%
Other assets		272,922								199,981
	$	4,488,524							$	4,348,733
Liabilities and Shareholders' Equity:
Deposits:
Demand and interest checking	$	3,838,868		$	17,616		0.92	%	$	3,487,205		$	9,323		0.53	%
Savings and money market		28,931			77		0.53	%		495,124			1,285		0.52	%
Total deposits		3,867,799			17,693		0.91	%		3,982,329			10,608		0.53	%
Short-term borrowings		77,330			1,029		2.66	%		13,182			113		1.71	%
Securities sold under agreements to repurchase		91			-		0.00	%		188			-		0.00	%
Subordinated debentures		13,401			387		5.78	%		13,401			338		5.04	%
Total deposits and liabilities		3,958,621			19,109		0.97	%		4,009,100			11,059		0.55	%
Other liabilities		97,449								11,285
Total liabilities		4,056,070								4,020,385
Shareholders' equity		432,454								328,348
	$	4,488,524							$	4,348,733
Net interest income on tax equivalent basis*				$	72,403							$	64,371
Tax equivalent adjustment					170								170
Net interest income				$	72,233							$	64,201
Net interest margin *							3.43	%							3.11	%
* Full taxable equivalent basis, using a statutory rate of 21% for 2019 and 2018.
** Includes loans held for sale.

6

Allowance for loan and lease losses:	Six months ended						Year ended
	June 30,			June 30,			December 31,
	2019			2018			2018
	(dollars in thousands)
Balance in the allowance for loan and lease losses at beginning of period (1)	$	8,653		$	7,096		$	7,096
Loans charged-off:
SBA non-real estate		893			388			1,348
SBA commercial mortgage		-			157			157
Direct lease financing		185			244			637
Other consumer loans		2			15			21
Total		1,080			804			2,163
Recoveries:
SBA non-real estate		100			47			57
SBA commercial mortgage		-			11			13
Direct lease financing		16			64			64
Other consumer loans		-			-			1
Total		116			122			135
Net charge-offs		964			682			2,028
Provision charged to operations		2,300			1,600			3,585
Balance in allowance for loan and lease losses at end of period	$	9,989		$	8,014		$	8,653
Net charge-offs/average loans		0.04	%		0.04	%		0.10	%
Net charge-offs/average loans (annualized)		0.09	%		0.07	%		0.10	%
Net charge-offs/average assets		0.02	%		0.02	%		0.05	%
(1) Excludes activity from assets held for sale from discontinued operations.
Loan portfolio:	June 30,			March 31,			December 31,			June 30,
	2019			2019			2018			2018
	(in thousands)
SBA non-real estate	$	75,475		$	76,112		$	76,340		$	75,141
SBA commercial mortgage		189,427			179,397			165,406			156,268
SBA construction		29,298			23,979			21,636			17,781
Total SBA loans		294,200			279,488			263,382			249,190
Direct lease financing		407,907			384,930			394,770			386,403
SBLOC / IBLOC*		837,672			791,986			785,303			795,823
Other specialty lending		3,432			34,425			31,836			48,253
Other consumer loans		7,898			9,301			16,302			13,174
		1,551,109			1,500,130			1,491,593			1,492,843
Unamortized loan fees and costs		10,342			10,265			10,383			10,985
Total loans, net of deferred fees and costs	$	1,561,451		$	1,510,395		$	1,501,976		$	1,503,828
* Securities Backed Lines of Credit (SBLOC), are collateralized by marketable securities, while Insurance Backed Lines of Credit (IBLOC), are collateralized by the cash surrender value of insurance policies.
Small business lending portfolio:	June 30,			March 31,			December 31,			June 30,
	2019			2019			2018			2018
	(in thousands)
SBA loans, including deferred fees and costs		301,502			286,814			270,860			257,412
SBA loans included in held-for-sale		215,064			206,901			199,977			182,072
Total SBA loans	$	516,566		$	493,715		$	470,837		$	439,484

7

Capital ratios:	Tier 1 capital	Tier 1 capital	Total capital	Common equity
	to average	to risk-weighted	to risk-weighted	tier 1 to risk
	assets ratio	assets ratio	assets ratio	weighted assets
As of June 30, 2019
The Bancorp, Inc.	10.04%	20.57%	21.03%	20.57%
The Bancorp Bank	9.76%	20.16%	20.62%	20.16%
"Well capitalized" institution (under FDIC regulations)	5.00%	8.00%	10.00%	6.50%
As of December 31, 2018
The Bancorp, Inc.	10.11%	20.64%	21.07%	20.64%
The Bancorp Bank	9.70%	20.18%	20.61%	20.18%
"Well capitalized" institution (under FDIC regulations)	5.00%	8.00%	10.00%	6.50%

	Three months ended		Six months ended
	June 30,		June 30,
	2019	2018	2019	2018
Selected operating ratios:
Return on average assets (1)	1.00%	0.57%	1.32%	0.94%
Return on average equity (1)	10.20%	7.44%	13.65%	12.46%
Net interest margin	3.41%	3.11%	3.43%	3.11%
(1) Annualized
Book value per share table:	June 30,	March 31,	December 31,	June 30,
	2019	2019	2018	2018
Book value per share	$              8.07	$              7.70	$              7.22	$               5.91
Loan quality table:	June 30,	March 31,	December 31,	June 30,
	2019	2019	2018	2018
Nonperforming loans to total loans	0.57%	0.55%	0.36%	0.42%
Nonperforming assets to total assets	0.19%	0.18%	0.12%	0.16%
Allowance for loan and lease losses to total loans	0.64%	0.66%	0.58%	0.53%
Nonaccrual loans	$            6,456	$            5,863	$            4,516	$             4,915
Loans 90 days past due still accruing interest	2,373	2,483	954	1,459
Other real estate owned	-	-	-	405
Total nonperforming assets	$            8,829	$            8,346	$            5,470	$             6,779
	Three months ended
	June 30,	March 31,	December 31,	June 30,
	2019	2019	2018	2018
	(in thousands)
Gross dollar volume (GDV) (3):
Prepaid card GDV	$   16,611,551	$   16,937,325	$   13,526,647	$    12,799,531
(3) Gross dollar volume represents the total dollar amount spent on prepaid cards issued by The Bancorp Bank.

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Business line quarterly summary:
Quarter ended June 30, 2019
(dollars in millions)
				Balances								Non-interest income
						% Growth								% Growth
Major business lines	Average approximate rates			Balances*		Year over year			Linked quarter annualized			Current quarter		Year over year
Loans
Institutional banking **		4.4	%	$	838		5	%		23	%	na		na
SBA		5.7	%		517		18	%		19	%	na		na
Leasing		6.4	%		408		6	%		24	%	$	1.0	nm
Commercial real estate securitization		5.9	%		719	nm			nm			nm		nm
Weighted average yield		5.5	%	$	2,482
Deposits
Payment solutions (primarily prepaid)		1.2	%	$	2,511		17	%	nm			$	15.8		13	%
Card payment and ACH processing		0.9	%		885		-2	%	nm				2.5		18	%
* Loan categories based on period end balance and Payment Solutions based on average quarterly balances.
** Comprised of Securities Backed Lines of Credit (SBLOC), collateralized by marketable securities and Insurance Backed Lines of Credit (IBLOC), collateralized by the cash surrender value of insurance policies.

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Analysis of Walnut Street* marks:
	Loan activity			Marks
	(dollars in millions)
Original Walnut Street loan balance, December 31, 2014	$	267
Marks through December 31, 2014 sale date		(58	)	$	(58	)
Sales price of Walnut Street		209
Equity investment from independent investor		(16	)
December 31, 2014 Bancorp book value		193
Additional marks 2015 - 2018		(46	)		(46	)
2019 Marks		-
Payments received		(89	)
June 30, 2019 Bancorp book value**	$	58
Total marks				$	(104	)
Divided by:
Original Walnut Street loan balance				$	267
Percentage of total mark to original balance					39	%
* Walnut Street is the investment in unconsolidated entity on the balance sheet which reflects the Bank's investment in a securitization of certain loans from the banks discontinued loan portfolio.
** Approximately 44% of expected principal recoveries were from loans and properties pending liquidation or other resolution as of June 30, 2019.
Walnut Street portfolio composition as of June 30, 2019
Collateral type	% of Portfolio
Commercial real estate non-owner occupied
Retail		52.2	%
Office		13.2	%
Other		5.9	%
Construction and land		18.4	%
Commercial non real estate and industrial		0.5	%
First mortgage residential owner occupied		6.1	%
First mortgage residential non-owner occupied		2.8	%
Other		0.9	%
Total		100.0	%

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Cumulative analysis of marks on discontinued commercial loan principal as of June 30, 2019
	Discontinued		Cumulative			% to original
	loan principal		marks			principal
	(dollars in millions)
Commercial loan discontinued principal before marks	$	99
Florida mall held in discontinued other real estate owned		42	$	(27	)
Previous mark charges		14		(14	)
Mark at June 30, 2019				(7	)
Total	$	155	$	(48	)	31%

Analysis of discontinued loan relationships as of June 30, 2019

	Performing		Nonperforming		Total		Performing			Nonperforming			Total
	loan principal		loan principal		loan principal		loan marks			loan marks			marks
	(in millions)
6 loan relationships > $6 million	$	49	$	14	$	63	$	(3	)	$	(2	)	$	(5	)
Loan relationships < $6 million		27		2		29		(2	)		-			(2	)
	$	76	$	16	$	92	$	(5	)	$	(2	)	$	(7	)

Quarterly activity for discontinued commercial loan principal
	Commercial
	loan principal
	(in millions)
Commercial loan discontinued principal March 31, 2019 before mark	$	115
Quarterly paydowns		(16	)
Commercial loan discontinued principal June 30, 2019 before marks	$	99
Marks June 30, 2019		(7	)
Net commercial loan exposure June 30, 2019	$	92
Residential mortgages		50
Net loans	$	142
Florida Mall in other real estate owned		15
17 Properties in other real estate owned		12
Total discontinued assets at June 30, 2019	$	169

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Discontinued commercial loan composition June 30, 2019
Collateral type	Unpaid principal balance			Mark June 30, 2019			Mark as % of portfolio
	(dollars in millions)
Commercial real estate - non-owner occupied:
Retail	$	4			(0.6	)		13	%
Office		3			-			-
Other		37			(3.0	)		8	%
Construction and land		12			(0.1	)		0	%
Commercial non-real estate and industrial		10			(0.2	)		2	%
1 to 4 family construction		11			(2.6	)		24	%
First mortgage residential non-owner occupied		12			(0.5	)		4	%
Commercial real estate owner occupied:
Retail		8			-			-
Office		-			-			-
Other		-			-			-
Residential junior mortgage		1			-			-
Other		1			-			-
Total	$	99
Less: mark		(7	)
Net commercial loan exposure June 30, 2019	$	92		$	(7.0	)		7	%

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