STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL MATTERS

12 Months Ended

Dec. 31, 2017

STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL MATTERS

STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL MATTERS

14.STOCKHOLDERS’ EQUITY AND REGULATORY CAPITAL MATTERS

Common Stock —  The Company’s Class A Common shares are entitled to cash dividends equal to 110% of the cash dividend paid per share on Class B Common Stock. Class A Common shares have one vote per share and Class B Common shares have ten votes per share. Class B Common shares may be converted, at the option of the holder, to Class A Common shares on a share for share basis. The Class A Common shares are not convertible into any other class of Republic’s capital stock.

Dividend Restrictions — The Parent Company’s principal source of funds for dividend payments are dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid to the Parent Company by the Bank without prior approval of the respective states’ banking regulators. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, combined with the retained net profits of the preceding two years. At December 31, 2017, the Bank could, without prior approval, declare dividends of approximately $74 million.

Regulatory Capital Requirements — The Parent Company and the Bank are subject to various regulatory capital requirements administered by banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Republic’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Parent Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off balance sheet items, as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2017 and 2016, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

Effective January 1, 2015 the Company and the Bank became subject to the capital regulations in accordance with Basel III. These regulations established higher minimum risk-based capital ratio requirements, a new common equity Tier 1 Risk-Based Capital ratio and a new capital conservation buffer. The regulations included revisions to the definition of capital and changes in the risk weighting of certain assets. For prompt corrective action, the new regulations establish definitions of “well capitalized” as a 6.5% Common Equity Tier 1 Risk-Based Capital ratio, an 8.0% Tier 1 Risk-Based Capital ratio, a 10.0% Total Risk-Based Capital ratio and a 5.0% Tier 1 Leverage ratio.

Additionally, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, the Company and Bank must hold a capital conservation buffer composed of Common Equity Tier 1 Risk-Based Capital above their minimum Risk-Based Capital requirements. The capital conservation buffer phases in over time based on the following schedule: a capital conservation buffer of 0.625% effective January 1, 2016; 1.25% effective January 1, 2017; 1.875% effective January 1, 2018; and a fully phased in capital conservation buffer of 2.5% on January 1, 2019. The capital ratios for capital adequacy and “well capitalized” do not include considerations of the capital conservation buffer.

									Minimum Requirement
									to be Well Capitalized
					Minimum Requirement				Under Prompt
					for Capital Adequacy				Corrective Action
	Actual				Purposes				Provisions
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2017
Total capital to risk weighted assets
Republic Bancorp, Inc.	$	694,369	16.04	%	$	346,215	8.00	%		NA	NA
Republic Bank & Trust Company		591,592	13.69			345,589	8.00		$	431,987	10.00	%
Common equity tier 1 capital to risk weighted assets
Republic Bancorp, Inc.		612,315	14.15			194,746	4.50			NA	NA
Republic Bank & Trust Company		548,823	12.70			194,394	4.50			280,791	6.50
Tier 1 (core) capital to risk weighted assets
Republic Bancorp, Inc.		651,600	15.06			259,662	6.00			NA	NA
Republic Bank & Trust Company		548,823	12.70			259,192	6.00			345,589	8.00
Tier 1 leverage capital to average assets
Republic Bancorp, Inc.		651,600	13.21			197,309	4.00			NA	NA
Republic Bank & Trust Company		548,823	11.15			196,961	4.00			246,201	5.00

									Minimum Requirement
									to be Well Capitalized
					Minimum Requirement				Under Prompt
					for Capital Adequacy				Corrective Action
	Actual				Purposes				Provisions
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2016
Total capital to risk weighted assets
Republic Bancorp, Inc.	$	655,908	16.37	%	$	320,540	8.00	%		NA	NA
Republic Bank & Trust Company		553,905	13.86			319,785	8.00		$	399,731	10.00	%
Common equity tier 1 capital to risk weighted assets
Republic Bancorp, Inc.		584,530	14.59			180,304	4.50			NA	NA
Republic Bank & Trust Company		520,985	13.03			179,879	4.50			259,825	6.50
Tier 1 (core) capital to risk weighted assets
Republic Bancorp, Inc.		622,988	15.55			240,405	6.00			NA	NA
Republic Bank & Trust Company		520,985	13.03			239,839	6.00			319,785	8.00
Tier 1 leverage capital to average assets
Republic Bancorp, Inc.		622,988	13.54			184,087	4.00			NA	NA
Republic Bank & Trust Company		520,985	11.34			183,698	4.00			229,622	5.00