REPUBLIC BANCORP INC /KY/ - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2003

OR

o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 0-24649

REPUBLIC BANCORP, INC.

(Exact name of registrant as specified in its charter)

Kentucky		61-0862051
(State of other jurisdiction or incorporation or organization)		(I.R.S. Employer Identification No.)

601 West Market Street, Louisville, Kentucky		40202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (502) 584-3600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

ý Yes o No

The number of shares outstanding of the issuer’s class of common stock as of the latest practicable date: 14,986,182 shares of Class A Common Stock and 1,967,824 shares of Class B Common Stock as of August 8, 2003.

The Exhibit index is on page 36. This filing contains 44 pages (including this facing sheet).

REPUBLIC BANCORP, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures Disclosure

PART II - OTHER INFORMATION

Item 2.	Changes in Securities

Item 4.	Submission of Matters to a Vote of Security Holders

Item 6.	Exhibits and Reports on Form 8-K
	Signatures

REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Stockholders

Republic Bancorp, Inc.

Louisville, Kentucky

We have reviewed the consolidated balance sheet of Republic Bancorp, Inc. as of June 30, 2003, the related consolidated statements of income and comprehensive income for the quarters and six months ended June 30, 2003 and 2002, the consolidated statements of cash flows for the six months ended June 30, 2003 and 2002, and the consolidated statement of changes in stockholders’ equity for the six months ended June 30, 2003. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

	Crowe Chizek and Company LLC

Louisville, Kentucky
August 8, 2003

PART I

ITEM 1

REPUBLIC BANCORP, INC.

CONSOLIDATED BALANCE SHEETS (dollars in thousands)

	June 30 2003			December 31 2002
	(Unaudited)
ASSETS:
Cash and due from banks	$	62,359		$	39,853
Securities available for sale	214,875			203,047
Securities to be held to maturity	68,019			85,412
Mortgage loans held for sale	32,555			65,695
Loans, less allowance for loan losses of $12,668 (2003) and $10,148 (2002)	1,404,097			1,299,915
Federal Home Loan Bank stock	18,768			18,324
Premises and equipment, net	28,806			23,152
Other assets and accrued interest receivable	19,134			17,308

TOTAL	$	1,848,613		$	1,752,706

LIABILITIES:
Deposits:
Non-interest bearing	$	212,122		$	175,460
Interest bearing	938,316			864,730
Total	1,150,438			1,040,190

Securities sold under agreements to repurchase	148,290			224,929
FHLB Advances	361,688			319,299
Other liabilities and accrued interest payable	20,401			17,492

Total liabilities	1,680,817			1,601,910

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:
Preferred stock, no par value
Class A and Class B Common stock, no par value	4,145			4,120
Additional paid-in capital	40,000			39,174
Retained earnings	122,162			107,567
Unearned shares in Employee Stock Ownership Plan	(2,483		)	(2,663		)
Accumulated other comprehensive income	3,972			2,598

Total stockholders’ equity	167,796			150,796

TOTAL	$	1,848,613		$	1,752,706

See notes to consolidated financial statements.

REPUBLIC BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended June 30					Six Months Ended June 30
	2003		2002			2003		2002
INTEREST INCOME:
Loans, including fees	$	25,494	$	21,821		$	55,218	$	47,648
Securities
Taxable	2,668		3,349			5,381		6,344
Non-taxable	1		3			2		5
Other	236		454			528		959
Total interest income	28,399		25,627			61,129		54,956

INTEREST EXPENSE:
Deposits	4,812		5,844			9,905		11,539
Securities sold under agreements to repurchase	456		852			968		1,830
Other borrowed funds	3,546		3,966			6,893		8,012
Total interest expense	8,814		10,662			17,766		21,381

NET INTEREST INCOME	19,585		14,965			43,363		33,575

PROVISION FOR LOAN LOSSES	1,854		(1,473		)	6,195		1,224

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	17,731		16,438			37,168		32,351

NON-INTEREST INCOME:
Service charges on deposit accounts	2,726		2,011			5,046		3,828
Electronic refund check fees	693		348			3,862		3,141
Title insurance commissions	666		406			1,339		891
Net gain on sale of mortgage loans	4,682		942			10,111		2,888
Other	220		632			363		1,199
Total non-interest income	8,987		4,339			20,721		11,947

NON-INTEREST EXPENSE:
Salaries and employee benefits	7,979		7,284			16,316		14,789
Occupancy and equipment	2,976		2,371			5,802		4,659
Computer services	417		378			822		755
Communication and transportation	570		601			1,430		1,237
Marketing and development	739		667			1,588		1,241
Bankshares tax	480		437			976		854
Legal fees	105		40			231		51
Supplies	326		243			732		508
Other	1,867		987			3,395		2,224
Total non-interest expense	15,459		13,008			31,292		26,318

INCOME BEFORE INCOME TAXES	11,259		7,769			26,597		17,980

INCOME TAXES	3,992		2,762			9,379		6,314

NET INCOME	$	7,267	$	5,007		$	17,218	$	11,666

OTHER COMPREHENSIVE INCOME, NET OF TAX:
Change in unrealized gain on securities	$	1,402	$	2,333		$	1,374	$	1,571
Reclassification of realized amount	—		—			—		—
Net unrealized gain recognized in comprehensive income	1,402		2,333			1,374		1,571

COMPREHENSIVE INCOME	$	8,669	$	7,340		$	18,592	$	13,237

EARNINGS PER SHARE
Class A	$	0.43	$	0.30		$	1.02	$	0.71
Class B	$	0.42	$	0.29		$	1.01	$	0.70

DILUTED EARNINGS PER SHARE
Class A	$	0.42	$	0.29		$	1.00	$	0.69
Class B	$	0.41	$	0.29		$	0.99	$	0.68

See notes to consolidated financial statements.

REPUBLIC BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share data)

		Common Stock							Additional Paid-In Capital			Retained Earnings			Unearned Shares in Empl. Stock Ownership Plan			Accumulated Other Comprehensive Income		Total Stockholders’ Equity
		Class A Shares		Class B Shares		Amount

BALANCE, January 1, 2003		14,852		1,979		$	4,120		$	39,174		$	107,567		$	(2,663	)	$	2,598	$	150,796

Repurchase of Common Stock		(15	)	(5	)	(5		)	(45		)	(237		)						(287		)

Conversion of Class B to Class A		6		(6	)

Stock Options exercised, net of stock redeemed		126				30			876			(348		)						558

Dividend declared
Common:	Class A ($0.121 per share)											(1,821		)						(1,821		)
	Class B ($0.110 per share)											(217		)						(217		)

Commitment of shares to be released under the Employee Stock Ownership Plan		14							(5		)				180					175

Net change in accumulated other comprehensive income																		1,374		1,374

Net Income												17,218								17,218

BALANCE, June 30, 2003		14,983		1,968		$	4,145		$	40,000		$	122,162		$	(2,483	)	$	3,972	$	167,796

See notes to consolidated financial statements.

REPUBLIC BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (in thousands)

	2003			2002
OPERATING ACTIVITIES:
Net income	$	17,218		$	11,666
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, net	2,784			1,927
FHLB stock dividends	(389		)	(522		)
Provision for loan losses	6,195			1,224
Net gain on sale of mortgage loans	(10,111		)	(2,888		)
Proceeds from sale of mortgage loans held for sale	550,825			319,758
Origination of mortgage loans held for sale	(507,574		)	(297,735		)
Employee Stock Ownership Plan expense	175			156
Changes in assets and liabilities:
Accrued interest receivable and other assets	(211		)	(1,052		)
Accrued interest payable and other liabilities	2,705			1,403
Net cash provided by operating activities	61,617			33,937

INVESTING ACTIVITIES:
Purchases of securities available for sale	(263,424		)	(184,875		)
Purchases of securities to be held to maturity	(45,916		)	(21,880		)
Proceeds from maturities of securities to be held to maturity	63,255			50,526
Proceeds from maturities and paydowns of securities available for sale	251,710			113,890
Purchases of FHLB stock	(55		)	—
Net (increase) decrease in loans	(111,002		)	19,107
Purchases of premises and equipment, net	(8,114		)	(3,446		)
Net cash from investing activities	(113,546		)	(26,678		)

FINANCING ACTIVITIES:
Net change in deposits	74,419			108,978
Net change in securities sold under agreements to repurchase and other short-term borrowings	(40,810		)	(115,328		)
Payments on other borrowed funds	(60,553		)	(15,036		)
Proceeds from other borrowed funds	102,942			26,293
Proceeds from common stock options exercised, net of redemptions	558			919
Purchase of Common Stock	(287		)	—
Redemption of the Company’s guaranteed preferred beneficial Interests in Republic’s subordinated debentures	—			(775		)
Cash dividends paid	(1,834		)	(1,404		)
Net cash from financing activities	74,435			3,647

NET INCREASE IN CASH AND CASH EQUIVALENTS	22,506			10,906

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	39,853			35,569

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	62,359		$	46,475

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:
Interest	$	17,786		$	21,519

Income taxes	$	8,110		`	5,972

SUPPLEMENTAL NONCASH DISCLOSURES:

Transfers from loans to real estate acquired in settlement of loans	$	625		$	590

Conversion of the Company’s guaranteed beneficial interests in Republic’s subordinated debentures to Class A Common Stock	$	—		$	5,007

Client transfers to deposits from securities sold under agreements to repurchase	$	35,829		$	—

See notes to consolidated financial statements.

REPUBLIC BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The consolidated financial statements include the accounts of Republic Bancorp, Inc. (“Parent Company”) and its wholly-owned subsidiaries: Republic Bank & Trust Company and Republic Bank & Trust Company of Indiana (collectively “Bank”), and Republic Mortgage Company (all wholly owned subsidiaries and Parent Company to be collectively referred to as “Republic” or “the Company”). The consolidated financial statements also include two wholly-owned subsidiaries of Republic Bank & Trust Company: Republic Financial Services, LLC (d/b/a Refunds Now) and Republic Insurance Agency, LLC. All significant intercompany balances and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter and six months ending June 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto-included in Republic’s annual report on Form 10-K for the year ended December 31, 2002.

Stock Option Plans - Employee compensation expense under stock option plans is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant.

The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.

	Three months ended June 30				Six months ended June 30
(dollars in thousands, except per share data)	2003		2002		2003		2002

Net income as reported	$	7,267	$	5,007	$	17,218	$	11,666
Deduct:
Stock-based compensation expense determined under fair value based method	235		184		382		272
Pro forma net income	$	7,032	$	4,823	$	16,836	$	11,394

Earnings per share as reported:
Class A	$	0.43	$	0.30	$	1.02	$	0.71
Class B	$	0.42	$	0.29	$	1.01	$	0.70

Pro forma earnings per share:
Class A	$	0.42	$	0.29	$	1.00	$	0.69
Class B	$	0.41	$	0.29	$	0.99	$	0.69

Diluted earnings per share as reported:
Class A	$	0.42	$	0.29	$	1.00	$	0.69
Class B	$	0.41	$	0.29	$	0.99	$	0.68

Pro forma diluted earnings per share:
Class A	$	0.41	$	0.28	$	0.98	$	0.67
Class B	$	0.40	$	0.28	$	0.97	$	0.67

Newly Issued But Not Yet Effective Accounting Standards – The Financial Accounting Standards Board (FASB) recently issued two new accounting standards, Statement 149, amendment of Statement 133 on Derivative Instruments and Hedging Activities, and Statement 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equities, both of which generally become effective in the quarter beginning July 1, 2003. Management determined that, upon adopting the new standards, they will not materially affect the Company’s operating results or financial condition.

Reclassifications - Certain amounts have been reclassified in the prior period financial statements to conform to the current period classifications.

2. SECURITIES

Securities Available For Sale:

	June 30, 2003
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. Treasury securities and U.S. government agencies	$	48,270	$	920	—		$	49,190
Mortgage-backed securities	162,284		3,401		$	—	165,685

Total securities available for sale	$	210,554	$	4,321	$	—	$	214,875

	December 31, 2002
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

U.S. Treasury securities and U.S. government agencies	$	50,175	$	948	$	—		$	51,123
Mortgage-backed securities	148,936		2,990		(2		)	151,924

Total securities available for sale	$	199,111	$	3,938	$	(2	)	$	203,047

Securities To Be Held To Maturity:

	June 30, 2003
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

U.S. Treasury securities and U.S. government agencies	$	3,150	$	26	$	—		$	3,176
Obligations of state and political subdivisions	100		4		—			104
Mortgage-backed securities	64,769		146		(5		)	64,910

Total securities to be held to maturity	$	68,019	$	176	$	(5	)	$	68,190

	December 31, 2002
	(in thousands)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

U.S. Treasury securities and U.S. government agencies	$	8,175	$	20	$	—		$	8,195
Obligations of state and political subdivisions	100		2		—			102
Mortgage-backed securities	77,137		115		(66		)	77,186

Total securities to be held to maturity	$	85,412	$	137	$	(66	)	$	85,483

Securities having an amortized cost of $225 million and $253 million and a fair value of $228 million and $257 million at June 30, 2003 and December 31, 2002, were pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes.

3. LOANS

	June 30, 2003		December 31, 2002
	(in thousands)

Residential real estate	$	635,554	$	597,797
Commercial real estate	446,184		413,115
Real estate construction	70,314		68,020
Commercial	31,549		33,341
Consumer	55,548		39,347
Home equity	178,607		159,261
Total loans	1,417,756		1,310,881

Less:
Unamortized loan fees	991		818
Allowance for loan losses	12,668		10,148

Loans, net	$	1,404,097	$	1,299,915

The following table sets forth the changes in the allowance for loan losses:

	Three months ended June 30						Six months ended June 30
	2003			2002			2003			2002
	(in thousands)

Balance, beginning of period	$	11,658		$	9,152		$	10,148		$	8,607
Provision charged (credited) to income	1,854			(1,473		)	6,195			1,224
Charge-offs	(1,510		)	(377		)	(4,473		)	(2,771		)
Recoveries	666			1,863			798			2,105

Balance, end of period	$	12,668		$	9,165		$	12,668		$	9,165

The following sets forth eligible real estate loans to collateralize advances and letters of credit from the Federal Home Loan Bank:

	June 30, 2003		December 31, 2002
	(in thousands)

First lien 1-4 family residential	$	584,000	$	541,000
Multi-family	34,000		38,000
Home equity lines of credit	116,000		115,000

Information about Republic’s investment in impaired loans is as follows:

	June 30, 2003		December 31, 2002
	(in thousands)

Loans with no allocated allowance for loan losses	$	—	$	—
Loans with allocated allowance for loan losses	3,720		1,152

Total	$	3,720	$	1,152

Amount of the allowance for loan losses allocated	$	930	$	288

Average of impaired loans during the period	2,925		1,369

Interest income recognized during impairment	—		—
Cash-basis interest income recognized	—		—

4. DEPOSITS

	June 30, 2003		December 31, 2002
	(in thousands)

Demand (NOW and Super NOW)	$	233,193	$	222,316
Money market accounts	125,318		90,637
Internet money market accounts	47,975		47,824
Savings	30,483		23,993
Money market certificates of deposit	75,928		80,190
Individual retirement accounts	38,547		37,530
Certificates of deposit, $100,000 and over	126,452		111,204
Other certificates of deposit	234,190		249,798
Brokered deposits	26,230		1,238

Total interest bearing deposits	938,316		864,730

Total non-interest bearing deposits	212,122		175,460

Total	$	1,150,438	$	1,040,190

5. OTHER BORROWED FUNDS

	June 30 2003		December 31 2002
	(in thousands)

Federal Home Loan Bank convertible fixed rate advances with weighted average interest rate of 5.17%(1)	$	115,000	$	115,000

Federal Home Loan Bank fixed interest rate advances, with weighted average interest rate of 3.56% at June 30, 2003, due through July 2033	246,688		204,299

Total	$	361,688	$	319,299

(1) Represents convertible fixed-rate advances with the Federal Home Loan Bank (FHLB). These advances have original fixed-rate periods ranging from one to five years with original maturities of one to ten years if not converted earlier by the Federal Home Loan Bank.

Federal Home Loan Bank advances are collateralized by certain eligible real estate loans as described in Note 3. At June 30, 2003, Republic had available collateral to borrow an additional $49 million from the Federal Home Loan Bank and also has unsecured lines of credit totaling $60 million available through various financial institutions.

Aggregate future principal payments on borrowed funds as of June 30, 2003 are as follows:

Year	(in thousands)

2003	$	72,456
2004	59,000
2005	37,500
2006	80,000
2007 and beyond	112,732
Total	$	361,688

6. EARNINGS PER SHARE

A reconciliation of the combined Class A and Class B Common Stock numerators and denominators of the earnings per share and earnings per share assuming dilution computations are presented below.

Class A and B shares participate equally in undistributed earnings. The difference in earnings per share between the two classes of common stock, if any, results solely from the 10% per share dividend premium paid on Class A Common Stock over that paid on Class B Common Stock. The aggregate dividend premiums paid for the second quarter of 2003 and 2002 were approximately $90,000 and $74,000. The aggregate dividend premiums paid on Class A Common Stock for the first six months of 2003 and 2002 were approximately $164,000 and $130,000.

	Three months ended June 30				Six months ended June 30
(in thousands, except per share data)	2003		2002		2003		2002

Earnings Per Share:
Net Income available to common stockholders	$	7,267	$	5,007	$	17,218	$	11,666

Weighted average shares outstanding	16,947		16,764		16,902		16,448

Earnings per share, basic:
Class A	$	0.43	$	0.30	$	1.02	$	0.71
Class B	$	0.42	$	0.29	$	1.01	$	0.70

	Three months ended June 30				Six months ended June 30
(in thousands, except per share data)	2003		2002		2003		2002

Diluted Earnings Per Share:
Net Income available to common stockholders	$	7,267	$	5,007	$	17,218	$	11,666
Add: Interest expense, net of tax benefit, on assumed conversion of guaranteed preferred beneficial interests in Republic’s subordinated debentures	—		—		—		79

Net Income available to common stockholders assuming conversion	$	7,267	$	5,007	$	17,218	$	11,745

Weighted average shares outstanding	16,947		16,764		16,902		16,448
Add dilutive effects of assumed conversion and exercise:
Convertible guaranteed preferred beneficial interest in Republic’s subordinated debentures	—		—		—		293
Stock options	365		271		291		374

Weighted average shares and dilutive potential shares outstanding	17,312		17,035		17,193		17,115

Diluted earnings per share:
Class A	$	0.42	$	0.29	$	1.00	$	0.69
Class B	$	0.41	$	0.29	$	0.99	$	0.68

There were no antidilutive stock options during the three months ended June 30, 2003. Stock options for 192,500 shares of Class A Common Stock were excluded from the three months ended June 30, 2002 earnings per share assuming dilution because their impact was antidilutive.

Stock options for 200,000 and 193,750 shares of Class A Common Stock were excluded from the six months ended June 30, 2003 and 2002 earnings per share assuming dilution because their impact was antidilutive.

7. SEGMENT INFORMATION

The reportable segments are determined by the products and services offered and are primarily distinguished between banking, tax refund services, mortgage banking and deferred deposits. Loans, investments and deposits provide the revenue for banking operations, refund anticipation loans and electronic refund checks provide the revenue for tax refund services, cash advance transactions provide the revenue for deferred deposit services, and loan sales provide the revenue for mortgage banking. All operations are domestic.

The accounting policies used are the same as those described in the summary of significant accounting policies. Income taxes and indirect expenses are allocated based on revenue. Transactions among segments are made at fair value. Referral fees paid to the Bank by the Mortgage Banking operations are reflected in other revenue. Information reported internally for performance assessment follows:

	Three Months Ended June 30, 2003
(in thousands)	Banking		Tax Refund Services			Mortgage Banking			Deferred Deposits		Consolidated Totals

Net interest income	$	16,870	$	426		$	478		$	1,811	$	19,585
Provision for loan losses	2,304		(450		)	—			—		1,854
Electronic refund check fees	—		693			—			—		693
Net gain on sale of loans	—		—			4,682			—		4,682
Other revenue	5,152		1			(1,541		)	—		3,612
Income tax expense	1,964		299			1,196			533		3,992
Segment profit	3,681		526			2,180			880		7,267
Segment assets	1,769,932		3,952			32,555			42,174		1,848,613

	Three Months Ended June 30, 2002
(in thousands)	Banking			Tax Refund Services			Mortgage Banking			Deferred Deposits		Consolidated Totals

Net interest income	$	14,546		$	216		$	164		$	39	$	14,965
Provision for loan losses	(38		)	(1,435		)	—			—		(1,473		)
Electronic refund check fees	—			348			—			—		348
Net gain on sale of loans	—			—			942			—		942
Other revenue	3,596			10			(557		)	—		3,049
Income tax expense	2,357			345			51			9		2,762
Segment profit	3,660			1,119			211			17		5,007
Segment assets	1,598,804			3,287			6,762			421		1,609,274

	Six Months Ended June 30, 2003
(in thousands)	Banking		Tax Refund Services		Mortgage Banking			Deferred Deposits		Consolidated Totals

Net interest income	$	33,198	$	6,762	$	995		$	2,408	$	43,363
Provision for loan losses	4,345		1,850		—			—		6,195
Electronic refund check fees	—		3,862		—			—		3,862
Net gain on sale of loans	—		—		10,111			—		10,111
Other revenue	9,921		19		(3,192		)	—		6,748
Income tax expense	3,718		2,359		2,605			697		9,379
Segment profit	6,923		4,331		4,782			1,182		17,218
Segment assets	1,769,932		3,952		32,555			42,174		1,848,613

	Six Months Ended June 30, 2002
(in thousands)	Banking		Tax Refund Services		Mortgage Banking			Deferred Deposits		Consolidated Totals

Net interest income	$	29,568	$	3,518	$	419		$	70	$	33,575
Provision for loan losses	1,169		55		—			—		1,224
Electronic refund check fees	—		3,141		—			—		3,141
Net gain on sale of loans	—		—		2,888			—		2,888
Other revenue	7,281		52		(1,415		)	—		5,918
Income tax expense	4,289		1,625		385			15		6,314
Segment profit	7,285		3,518		835			28		11,666
Segment assets	1,598,804		3,287		6,762			421		1,609,274

PART 1

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Republic Bancorp, Inc. (“Republic” or the “Company”), headquartered in Louisville, Kentucky, was incorporated on January 2, 1974. Republic Bank & Trust Company and Republic Bank & Trust Company of Indiana (collectively “Bank”) are commercial banking corporations organized and chartered under the laws of the Commonwealth of Kentucky and state of Indiana. Republic Bank & Trust Company is headquartered in Louisville, Kentucky and provides banking services through 26 banking centers throughout Kentucky. Republic Bank & Trust Company of Indiana is headquartered in Clarksville, Indiana and conducts its banking business through two banking centers in southern Indiana. The activities of the Company include the acceptance of deposits for checking, savings and time deposit accounts, making secured and unsecured loans, investing in securities, tax refund processing services, deferred deposit transactions, trust and insurance services. The Banks’ lending services include the origination of real estate, commercial and consumer loans. Operating revenues are derived primarily from interest and fees on domestic real estate, commercial and consumer loans, and from interest on securities of the United States Government and Agencies, states, municipalities and corporations. Governmental regulators for Republic include the Federal Deposit Insurance Corporation (FDIC), the Board of Governors of the Federal Reserve System (and the Federal Reserve Bank of St. Louis) and the Kentucky and Indiana Departments of Financial Institutions.

Republic has made, and may continue to make, various forward-looking statements with respect to credit quality (including delinquency trends and the Allowance for Loan Losses), corporate objectives and other financial and business matters. When used in this discussion the words “anticipate,” “project,” “expect,” “believe,” and similar expressions are intended to identify forward-looking statements. Republic cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Actual results could differ materially from forward-looking statements.

In addition to factors disclosed by Republic, the following factors, among others, could cause actual results to differ materially from such forward-looking statements: pricing pressures on loan and deposit products; competition; changes in economic conditions both nationally and in the Bank’s markets; the extent and timing of actions of the Federal Reserve Board; customers’ acceptance of the Bank’s products and services; and the extent and timing of legislative and regulatory actions and reforms.

OVERVIEW

Net income for the second quarter and first six months of 2003 was $7.3 million and $17.2 million, representing an increase of $2.3 million and $5.6 million compared to the same periods in 2002. Diluted earnings per Class A Common shares increased 45% for both the second quarter and first six months of 2003 to $0.42 and $1.00. Republic’s rise in earnings was primarily due to increased net interest income, gain on sale of mortgage loans, service charges on deposit accounts, and deferred deposit transactions. Increased earnings at Refunds Now also significantly impacted net income for the first six months of 2003, which generates a substantial portion of its revenues during the first quarter of each year.

REFUNDS NOW

Refunds Now is a tax refund processing service for taxpayers receiving both federal and state tax refunds through tax preparers located nationwide. Refund anticipation loans (“RALs”) are made to taxpayers filing income tax returns electronically. The RALs are repaid by the taxpayer when the taxpayer’s refunds are electronically received by the Bank from governmental taxing authorities. Refunds Now also provides electronic refund checks (“ERCs”) and Electronic Refund Deposits (“ERDs”) to taxpayers. After receiving refunds electronically from governmental taxing authorities, a check or a direct payment to the taxpayer’s account is issued for the amount of the refund, less fees.

For the first six months of 2003, Refunds Now generated $6.7 million in refund anticipation loan fees, compared to $3.3 million for the same period in 2002. Refunds Now also received $3.9 million in electronic refund check fees in the first six months of 2003, compared to $3.1 million during the first six months of 2002. Internal analysis of government tax refund payments to recipients not approved for a RAL during the 2002 tax season resulted in an increase in the number of RAL applications approved during the 2003 tax season. This, along with other strategic changes, resulted in a shift in product mix toward the RAL product. In addition, the total number of tax preparers served by Refunds Now during the first six months increased 81% over the same period in 2002. Overall, RAL volume increased 102% during the first six months of 2003 compared to the same period in 2002 while ERC volume rose 25% for the same periods. Refunds Now expect to continue aggressively marketing its products to additional tax preparers during 2003 in preparation for the 2004 tax season.

DEFERRED DEPOSIT TRANSACTIONS

Deferred deposits are transactions in which customers typically receive cash advances in exchange for a postdated check for the advanced amount plus a fixed fee. The advance provider, on behalf of the Bank, agrees to delay presentment of the check for payment until the advance due date, typically 14 to 31 days from the cash advance date. On or before the advance due date, the customer can redeem his check for the amount of the advance plus the fee. If the customer does not reclaim the check by the advance due date, the check is deposited. Based on accounting principles generally accepted in the United States of America, these transactions are recorded as loans on the Company’s financial statements and the corresponding fees are recorded as a component of interest income on loans.

The Company has been conducting a deferred deposit transaction business, in conjunction with a third party Marketer/Servicer, on a limited basis since August 2001. In the fourth quarter of 2002, the Company entered into new contracts with two third-party Marketer/Servicers in order to increase its deferred deposit transaction business. During 2003, the Company further expanded its relationship with one of its Marketer/Servicers that contributed to a substantial increase in deferred deposit transactions. These outstandings totaled $20.6 million at June 30, 2003 compared to $2.8 million at December 31, 2002. Currently, the Company has an internal limit not to exceed $25 million that was established by management. FDIC guidance issued in July 2003 requires that banks limit deferred deposit transaction outstandings to the lesser of 25% of tier I capital or the amount that actual capital levels exceed the “well capitalized” classification for tier I and total capital. Based on the Bank’s capital levels at quarter-end, deferred deposit transaction outstandings were well below the Bank’s regulatory limit of $41 million.

The third parties with which the Company does business have at times experienced legal and or regulatory obstacles in some states in which they do business. In these states, laws have been enacted or amended to prohibit or limit their ability to conduct business without a financial institution partner. In addition, the Comptroller of the Currency has effectively prohibited national banks from conducting this business. This has provided opportunities for selected state-chartered commercial banks to enter the business, affording an opportunity to earn additional income with manageable capital outlays.

The legal and regulatory climate for this product continues to change. The FDIC final guidance issued in July 2003 characterizes deferred deposit transactions as presenting substantial credit risks for lenders, as well as increased transaction, legal and reputation risks when a third party arrangement is used. This guidance proposes, among other items, that banks hold significantly more capital than would be required for other sub-prime type loans, suggesting as much as 100% of deferred deposit transactions outstanding, that the allowances for loan and lease losses be adequate and take into account that many such transactions remain outstanding beyond their initial term due to roll-overs, that deferred deposit transactions be classified “substandard,” and that transactions that have been outstanding for more than 60 days generally be classified as “loss”. The guidance also prescribes limits on the ability of a borrower to renew or roll over a deferred deposit transaction and on the number of transactions that can be made to a customer within a given period of time. The guidance requires examiners to assess the bank’s risk management program for third party marketing and servicing relationships, including the bank’s due diligence process for selecting a third party marketing and servicing provider and its monitoring of the third party’s activities and performance, and to closely scrutinize the bank’s compliance with consumer protection laws and regulations.

The Company believes that it has adequately considered and addressed the risks associated with its deferred deposit transaction business, including the risks discussed in the FDIC guidelines, and that the Company’s size, technological resources and experience in the successful management of non-traditional product lines, among other factors, will enable the Company to effectively manage and control its participation in the deferred deposit transaction business. There can be no assurance, however, that the FDIC or others will not impose additional limitations on or prohibit banks from engaging altogether in deferred deposit transactions, or that the Bank’s ability to continue to engage in the business profitably or at all will not be negatively impacted by the requirements of applicable laws, regulations or guidelines.

RESULTS OF OPERATIONS

Net Interest Income. For the second quarter and first six months of 2003, the Company was able to increase its net interest income primarily through loan volume and a reduction in the Company’s cost of funds. Deferred deposit transactions, early termination penalties on loans and growth in the portfolio were significant factors contributing to the increase in net interest income for the second quarter and first six months of 2003. The growth in the loan portfolio was primarily due to the retention of approximately $120 million of 15-year, fixed rate residential real estate loans during the previous nine months. In addition, an increase in Refund Anticipation Loan fees from Refunds Now also was a significant component to the overall increase for the first six months of 2003.

Republic’s cost of funds decreased 87 basis points and 82 basis points for the second quarter and first six months of 2003. These decreases were primarily the result of lower borrowing costs from the Federal Home Loan Bank (“FHLB”) and lower interest expense associated with certificates of deposit (“CDs”). Interest expense on FHLB borrowings decreased for both the second quarter and six months ended June 30, 2003 due to the maturity or early pay-off of approximately $115 million of advances with a weighted-average cost of 6.29% subsequent to the second quarter of 2002. Interest expense on CDs decreased significantly due to the availability of lower cost funding sources which allowed the Company to generally lower pricing on its CD product offerings. As a result of strategic CD pricing, the Company’s overall CD balances declined during the second quarter and first six months of 2003.

Due to the seasonality of Refunds Now, the Company’s net interest margin during the rest of 2003 will not attain the level achieved in the first half of 2003, however, the Company’s net interest margin during the third quarter of 2003 will likely be at or near that attained during the second quarter of 2003.

Tables 1 and 2 provide detailed information as to average balance, interest income/expense, and rates by major balance sheet category for the quarters and six months ended June 30, 2003 and 2002.

Table 1 - Average Balance Sheet Rates for Three Months Ended June 30, 2003 and 2002 (dollars in thousands)

	Three Months Ended June 30, 2003							Three Months Ended June 30, 2002
	Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate
ASSETS
Earning Assets:

Investment Securities	$	307,810		$	2,856	3.71	%	$	323,441		$	3,563	4.41	%

Federal Funds Sold and Securities Purchased Under Agreements to Resell	16,055			49		1.22	%	56,389			243		1.72	%

Total Loans and Fees	1,439,848			25,494		7.08	%	1,168,235			21,821		7.47	%

Total Earning Assets	1,763,713			28,399		6.44	%	1,548,065			25,627		6.63	%

Less: Allowance for Loan Losses	(11,973		)					(9,153		)

Non-Earning Assets:

Cash and Due From Banks	41,840							30,594

Bank Premises and Equipment, Net	27,381							20,879

Other Assets	18,817							13,635

Total Assets	$	1,839,778						$	1,604,020

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest Bearing Liabilities:

Transaction Accounts	$	257,384		$	571	0.89	%	$	143,762		$	255	0.71	%

Money Market Accounts	240,895			500		0.83	%	203,955			731		1.43	%

Individual Retirement Accounts	38,621			356		3.69	%	37,360			428		4.58	%

Certificates of Deposit and Other Time Deposits	362,931			3,134		3.45	%	406,238			4,419		4.35	%

Brokered Deposits	51,484			251		1.95	%	1,078			11		4.08	%

Securities sold under Agreements to Repurchase	164,703			456		1.11	%	226,319			852		1.51	%

Other Borrowings	345,068			3,546		4.11	%	283,039			3,966		5.60	%

Total Interest Bearing Liabilities	1,461,086			8,814		2.41	%	1,301,751			10,662		3.28	%

Non-Interest Bearing Liabilities:

Non-Interest Bearing Deposits	181,602							141,507

Other Liabilities	31,670							19,637

Stockholders’ Equity	165,420							141,125

Total Liabilities and Stockholders’ Equity	$	1,839,778						$	1,604,020

Net Interest Income				$	19,585						$	14,965

Net Interest Spread						4.03	%						3.35	%

Net Interest Margin						4.44	%						3.87	%

Table 2- Average Balance Sheet Rates for Six Months Ended June 30, 2003 and 2002 (dollars in thousands)

	Six Months Ended June 30, 2003							Six Months Ended June 30, 2002
	Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate
ASSETS
Earning Assets:

Investment Securities	$	311,827		$	5,754	3.69	%	$	304,666		$	6,756	4.44	%

Federal Funds Sold and Securities Purchased Under Agreements to Resell	27,882			157		1.13	%	65,339			552		1.69	%

Total Loans and Fees	1,419,568			55,218		7.78	%	1,185,865			47,648		8.04	%

Total Earning Assets	1,759,277			61,129		6.95	%	1,555,870			54,956		7.06	%

Less: Allowance for Loan Losses	(11,005		)					(8,893		)

Non-Earning Assets:

Cash and Due From Banks	38,325							31,479

Bank Premises and Equipment, Net	26,061							20,388

Other Assets	19,828							13,175

Total Assets	$	1,832,486						$	1,612,019

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest Bearing Liabilities:

Transaction Accounts	$	251,421		$	1,150	0.91	%	$	127,924		$	331	0.52	%

Money Market Accounts	232,146			963		0.83	%	212,757			1,455		1.37	%

Individual Retirement Accounts	38,445			728		3.79	%	36,475			866		4.75	%

Certificates of Deposit and Other Time Deposits	362,706			6,497		3.58	%	393,549			8,876		4.51	%

Brokered Deposits	58,237			567		1.95	%	542			11		4.06	%

Securities Sold Under Agreements to Repurchase	181,455			968		1.07	%	249,556			1,830		1.47	%

Other Borrowings	325,233			6,893		4.24	%	286,090			8,012		5.60	%

Total Interest Bearing Liabilities	1,449,643			17,766		2.45	%	1,306,893			21,381		3.27	%

Non-Interest Bearing Liabilities:

Non-Interest Bearing Deposits	194,175							150,722

Other Liabilities	25,847							18,542

Stockholders’ Equity	162,821							135,862

Total Liabilities and Stockholders’ Equity	$	1,832,486						$	1,612,019

Net Interest Income				$	43,363						$	33,575

Net Interest Spread						4.50	%						3.79	%

Net Interest Margin						4.93	%						4.32	%

The following table presents the extent to which changes in interest rates and changes in the volume of interest earning assets and interest bearing liabilities have affected Republic’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

Table 3 - Volume/Rate Variance Analysis (in thousands)

	Three months ended June 30, 2003 Compared to Three months ended June 30, 2002									Six months ended June 30, 2003 Compared to Six months ended June 30, 2002
	Increase/(Decrease) due to									Increase/(Decrease) due to
	Total Net Change			Volume			Rate			Total Net Change			Volume			Rate
Interest Income:

Investment Securities	$	(707	)	$	(166	)	$	(541	)	$	(1,002	)	$	156		$	(1,158	)

Federal Funds Sold and Securities Purchased Under Agreements to Resell	(194		)	(138		)	(56		)	(395		)	(250		)	(145		)

Total Loans and Fees (1) (2)	3,673			4,858			(1,185		)	7,570			9,133			(1,563		)

Net Change in Interest Income	2,772			4,554			(1,782		)	6,173			9,039			(2,866		)

Interest Expense:

Interest Bearing Transaction Accounts	316			240			76			819			456			363

Money Market Accounts	(231		)	116			(347		)	(492		)	123			(615		)

Individual Retirement Accounts	(72		)	14			(86		)	(138		)	45			(183		)

Certificates of Deposit and Other Time Deposits	(1,285		)	(438		)	(847		)	(2,379		)	(656		)	(1,723		)

Brokered Deposits	240			249			(9		)	556			565			(9		)

Securities Sold Under Agreements to Repurchase	(396		)	(201		)	(195		)	(862		)	(432		)	(430		)

Other Borrowings	(420		)	765			(1,185		)	(1,119		)	999			(2,118		)

Net Change in Interest Expense	(1,848		)	745			(2,593		)	(3,615		)	1,100			(4,715		)

Increase in Net Interest Income	$	4,620		$	3,809		$	811		$	9,788		$	7,939		$	1,849

(1) The amount of fees on loans in total interest income was approximately $3.1 million and $601,000 for the quarters ended June 30, 2003 and 2002.

(2) The amount of fees on loans in total interest income was approximately $10.6 million and $4.5 million for the six months ended June 30, 2003 and 2002.

Non-Interest Income. Non-interest income increased 107% and 73% for the second quarter and six months ended June 30, 2003 compared to the second quarter and first six months of 2002. The increases were primarily due to an increase in gain on sale of loans into the secondary market, service charges on deposit accounts and electronic refund check fees.

Service charges on deposit accounts increased 36% during the second quarter and 32% during the first six months of 2003 compared to the same periods in 2002, due primarily to an increase in the number of transaction accounts. The Bank continues to increase its transaction-account customer base through new banking center locations and promotions, direct-mail solicitations, marketing initiatives and cross-sell opportunities created by 1-4 family loan origination volume.

Net gain on sale of loans increased $3.7 million and $7.2 million during the second quarter and first six months of 2003 compared to the same periods of 2002. Loans sold increased from $118 million during the second quarter of 2002 to $267 million in the second quarter of 2003 and from $317 million during the first six months of 2002 to $541 million for the first six months of 2003. These increases were primarily the result of aggressive marketing of the Company’s “$999” loan product and sustained consumer demand for fixed-rate, first mortgage residential loan products resulting from historically low market interest rates. The Company was able to realize a higher margin on its loans sold by utilizing favorable secondary market pricing strategies and selling its loans directly to governmental agency investors. By selling loans directly to governmental agency investors, Republic improved its cash flows through faster funding while realizing more favorable pricing. Overall, the Company’s gains as a percentage of loans sold increased from 0.98% during the second quarter of 2002 to 1.71% for the second quarter of 2003 and 0.91% for the first six months of 2002 compared to 1.87% during the first six months of 2003.

In addition to the $120 million in fixed rate residential real estate loans retained in the previous nine months, management has elected to retain an additional $60 million in fixed-rate residential real estate loans that the Company has traditionally sold into the secondary market. These loans are expected to close in the third quarter of 2003 and will be funded through advances from the Federal Home Loan Bank. Management is also considering retaining a fourth pool of $60 million in fixed-rate residential real estate loans depending upon funding availability and costs. As a result of the planned retention(s), the volume of loans sold into the secondary market may be lower than the second quarter of 2003 with a corresponding reduction in gain on sale of loans.

Non-Interest Expense. Non-interest expense increased during the second quarter and six-month period ended June 30, 2003 compared to the same periods in 2002. The most significant factors comprising the increases in non-interest expense for the second quarter and first six months of 2003 were increases in salaries and benefits, occupancy and equipment and other expenses.

The increases in salaries and benefits as well as occupancy and equipment were primarily attributable to banking center expansion. Republic opened two banking centers during the third quarter of 2002 and three banking centers through the first six months of 2003. The Company also hired additional support staff throughout the Company to service the banking center expansion activities. Total full-time equivalent employees (FTE’s) increased to 616 at June 30, 2003 from 545 at June 30, 2002. The total number of FTE’s is expected to increase 10% - 15% by year-end from the June 30, 2003 figure, primarily due to the projected opening of six additional banking centers during that period.

Other expenses increased $880,000 and $1.2 million for the second quarter and first six months ended June 20, 2003 compared to the same periods in 2002. The increases were primarily related to credit underwriting costs and correspondent banking expenses associated with the Company’s deferred deposit program.

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2003 AND DECEMBER 31, 2002

Securities available for sale. Securities available for sale primarily consists of U.S. Government Agency obligations, which include agency mortgage-backed securities and collateralized mortgage obligations (CMOs). The Agency mortgage-backed securities (MBSs) consist of 15-year fixed and 7-year and 5-year balloon as well as other adjustable rate mortgage securities. The Company’s mortgage related floating rate securities include both agency and corporate securities.

Securities available for sale increased from $203 million at December 31, 2002 to $215 million at June 30, 2003. The increase in the available for sale portfolio was primarily in MBSs and floating rate CMOs. During the second quarter of 2003, the Company also had paydowns of approximately $58 million in MBSs and CMOs. Cash from these paydowns was reinvested into similar type products.

Securities to be held to maturity. Securities to be held to maturity consist primarily of floating rate CMOs. Securities to be held to maturity decreased from $85 million at December 31, 2002 to $68 million at June 30, 2003. The decrease was primarily the result of $46 million in paydowns of floating rate CMO products.

Mortgage loans held for sale. Mortgage loans held for sale is primarily comprised of fixed-rate, 1-4 family residential loans the Company intends to sell into the secondary market. Management has traditionally elected to sell the majority of its fixed-rate 1-4 family residential loans into the secondary market in order to reduce its exposure to market interest rate risk. During the second quarter, management completed its retention of a second pool of $60 million in 15-year, fixed-rate residential real estate loans, all underwritten within secondary market guidelines.

As a result of Republic’s mortgage banking operations, certain loan commitments are accounted for as derivatives. In addition, Republic enters into agreements to sell loans for amounts and terms offsetting the interest rate risk of loans held for sale and loan commitments expected to close. These agreements to sell loans are also accounted for as derivatives. Because sales contract derivatives are entered into for amounts and terms offsetting the interest rate risk of loan commitment derivatives and both are carried at their fair value with changes included in earnings and substantially offset. Substantially all of the gain on sale generated from mortgage banking activities continues to be recorded when closed loans are delivered into the sales contracts.

Loans. Net loans, primarily consisting of secured real estate loans, increased by $104 million to $1.4 billion at June 30, 2003. Commercial real estate loans, which comprise 32 % of the total loan portfolio at June 30, 2003, are concentrated primarily within the Bank’s existing markets. These loans are principally secured by multi-family investment properties, single-family developments, medical facilities, small business owner-occupied offices, and retail properties, hotels, and to a lesser extent, golf courses. These loans typically have interest rates that are initially fixed for one to seven years with the remainder of the loan term subject to repricing based on various market indices. In order to reduce the negative effect of refinance activity within the portfolio during a declining interest rate environment, the Company requires an early termination penalty on substantially all commercial real estate loans for a portion of the fixed-term period. Overall, commercial real estate loans increased $33 million from December 31, 2002. Republic maintained its underwriting standards, which includes personal guarantees on substantially all commercial real estate loans, and pricing requirements during the first six months of 2003 despite continued competitive pressures in both areas. As a result, the commercial real estate portfolio experienced modest growth compared to prior years. Republic began offering a reduced closing-costs commercial real estate product during the first quarter of 2003. Management plans to continue to aggressively market this product through various media outlets, while maintaining its traditional underwriting standards.

Similar to commercial real estate loans, residential real estate loans typically have fixed interest rate periods of one to seven years with the remainder of the loan term subject to repricing based on various market indices. These loans also carry an early termination penalty during a portion of their fixed rate periods in order to lessen the overall negative effect to the Company of refinancings in a declining interest rate environment. Despite early termination penalties on many of its portfolio residential real estate loans, the Company continued to experience a high level of refinance activity into fixed-rate secondary market products during the first half of 2003. Overall, residential real estate loans increased by only $38 million during the quarter. Responding to the high level of continued refinance activity within the portfolio, management elected to retain $60 million of 15-year, fixed-rate secondary market

eligible loans within the Company’s portfolio. To mitigate the interest rate risk on this portion of the residential real estate loan portfolio, the Company borrowed $60 million in FHLB advances with maturities ranging from one to seven years to fund these loans.

The consumer loan portfolio principally consists of various short-term, unsecured loans to individual clients. Also included in this category are deferred deposit transactions, which are considered loans under accounting principles generally accepted in the United States. The Company had approximately $21 million in deferred deposit transactions outstanding at June 30, 2003 compared to $3 million at December 31, 2002.

Home equity loans increased from $159 million at December 31, 2002 to $179 million at June 30, 2003. The rise in outstandings was primarily the result of increased cross-sale opportunities in conjunction with the origination of fixed-rate, secondary market loan products as part of the Company’s “partnership package”. As part of the partnership package, the Company’s fixed-rate, secondary market loan clients are routinely approved for a home equity line-of-credit. As a result, the Company opened approximately 2,718 new home equity lines of credit during the first six months of 2003. At June 30, 2003, Republic clients had $173 million of unfunded home equity lines of credit available for use.

In addition to changes in the traditional loan portfolio, loans serviced for others by Republic increased from $288 million at December 31, 2002, to $572 million at June 30, 2003. Loans serviced for others consist of loans Republic has sold into the secondary market but has retained the servicing responsibility for the loans. This type of transaction is generally referred to as loans sold servicing-retained. When the Company sells a loan with servicing retained, a gain is recognized for the servicing asset of the loan equal to its market value at the time of sale. The corresponding intangible asset known as a mortgage servicing right is amortized over the life of the loan and measured periodically for impairment.

Prior to 2003, Republic sold a substantial portion of its loans into the secondary market with the corresponding servicing of the loan sold. Beginning in 2003, Republic began selling a large portion of its loans directly to third party governmental agencies, which do not purchase the servicing component of the loan. As a result, the Company has experienced an increase in loans serviced for others and the corresponding mortgage servicing rights, which increased from $3 million at December 31, 2002 to $5 million at June 30, 2003. Management has reviewed the value of these servicing rights and determined that there is no impairment as of June 30, 2003. Management elected to utilize this strategy due to more favorable pricing received from the government agencies as well as faster funding to the Company for the loans sold. Management will continues to evaluate the feasibility of selling the servicing component to third parties in the future.

Allowance and Provision for Loan Losses. Republic maintains an allowance for probable credit losses inherent in the Company’s loan portfolio. Management evaluates the adequacy of the allowance for loan losses on a quarterly basis and regularly presents and discusses the analysis with the board of directors. Management estimates the allowance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower capactiy, estimated collateral values, economic conditions, regulatory requirements and guidance and other factors. While management estimates the allowance for loan losses, in part, based on historical losses within each loan category, estimates for losses within the commercial real estate portfolio are more dependent upon credit analysis and recent payment performance due to the fact that the Company only began actively pursuing commercial real estate loans within the last five years. Allocations of the allowance may be made for specific loans or loan categories, but the entire allowance is available for any loan that may be charged off. Loan losses are charged against the allowance when management deems a loan uncollectible.

Management makes allocations within the allowance for specifically classified loans regardless of loan amount, collateral or loan type. Loans that are past due 90 days or more and that are not specifically classified are uniformly assigned a risk-weighted percentage ranging from 15% to 100% of the loan balance based upon loan type. Management evaluates the remaining loan portfolio by utilizing the historical loss rate for each respective loan type. Both an average five-year loss rate and a loss rate based on heavier weighting of the previous two years’ loss experience are utilized in the analysis. Specialized loan categories are evaluated by utilizing subjective factors in addition to a historical loss calculation to determine a loss allocation for each of those types. Because this analysis or any similar analysis is an imprecise measure of loss, the allowance is typically subject to additional adjustments.

Therefore, management will also take into account other significant factors as may be necessary or prudent in order to reflect, properly, potential losses in the total loan portfolio.

The Company’s provision for loans losses increased from $1.2 million for the first six months of 2002 to $6.2 million for the same period in 2003. Included in the provision for loan losses were $1.9 million and $45,000 for Refund Anticipation Loans (RALs) during the first six months of 2003 and 2002. The increase in losses associated with RALs during 2003 was primarily the result of a significant increase in RAL volume. Exclusive of Refunds Now, Republic’s provision for loan losses increased $3.3 million comparing the second quarter of 2003 to the second quarter of 2002. The increase in the provision, exclusive of Refunds Now, was primarily due to an increase in commercial real estate loans, which have been impacted by the declining economy as well as higher net charge offs during 2003 as compared to prior periods.

The total allowance for loan losses increased $2.5 million from December 31, 2002 to $12.7 million at June 30, 2003. The increase in the allowance for loan losses was due to growth in commercial real estate lending, an overall change in the product mix within the loan portfolios and to account for the modest increase in non-performing loans. Management believes, based on information presently available, that it has adequately provided for loan losses at June 30, 2003. Management continues to closely monitor the commercial real estate loan portfolio in particular, recognizing that commercial real estate loans generally carry a greater risk of loss than residential real estate loans.

Table 4 below depicts the allowance activity by loan type for the quarter and six months ended June 30, 2003 and 2002.

Table 4 - Summary of Loan Loss Experience

	Three months ended June 30						Six months ended June 30
(in thousands)	2003			2002			2003			2002

Allowance for loan losses:
Balance-beginning of period	$	11,658		$	9,152		$	10,148		$	8,607

Charge-offs:
Real Estate
Residential	(126		)	(100		)	(432		)	(322		)
Commercial	(1,184		)	(50		)	(1,205		)	(417		)
Construction	—			—			(135		)	—
Commercial	(7		)	(42		)	(7		)	(252		)
Home equity	—			(55		)	(3		)	(55		)
Consumer	(193		)	(130		)	(391		)	(245		)
Tax Refund Loans	—			—			(2,300		)	(1,480		)
Total	(1,510		)	(377		)	(4,473		)	(2,771		)

Recoveries:
Real Estate
Residential	21			32			53			52
Commercial	59			78			59			159
Construction	—			—			—			—
Commercial	44			224			55			242
Home equity	15			1			16			1
Consumer	77			93			165			216
Tax Refund Loans	450			1,435			450			1,435
Total	666			1,863			798			2,105

Net charge-offs	(844		)	1,486			(3,675		)	(666		)

Provision for loan losses	1,854			(1,473		)	6,195			1,224

Allowance for loan losses:
Balance-end of period	$	12,668		$	9,165		$	12,668		$	9,165

Deposits. Total deposits were $1.0 billion at December 31, 2002 compared to $1.2 billion at June 30, 2003. Non-interest bearing deposits increased $37 million while interest bearing deposits increased $74 million from December 31, 2002 to June 30, 2003. Non-interest bearing deposits also include various escrow accounts, which are subject to balance fluctuations from period to period, as well.

The Bank’s interest-bearing money market accounts, excluding internet money markets and money market certificates of deposit, increased $35 million during the second quarter of 2003. A substantial portion of the increase in this product was from funds transferred from securities sold under agreements to repurchase into the Company’s “Premier First” product. The “Premier First” account, which is designed for business clients and provides competitive market rates, is the lead product utilized by the Bank’s cash management department.

Brokered deposits increased $25 million during the first six months of 2003. Republic utilized brokered deposits with an average rate of 1.95% to fund RAL activity at Refunds Now during the first quarter. These deposits were primarily short-term in nature with maturities ranging from three months to one year. Management considers these deposits an attractive funding source for Refunds Now due to their low cost of acquisition as compared to retail certificates of deposit. These funds are also readily accessible and more easily matched on a short-term basis with RAL products. Management will continue to consider brokered deposits as a funding source for Refunds Now

during the 2004 tax season, but does not anticipate on-going utilization of brokered deposits to fund traditional Bank activities.

Securities sold under agreements to repurchase. Securities sold under agreements to repurchase and other short-term borrowings decreased $77 million during the second quarter of 2003. Approximately $36 million of this decrease was due to a switch in product type by several clients into the Company’s higher yielding “Premier First” money market product. The remaining decline was primarily due to decreases in a small number of the Company’s larger cash management accounts. Because these accounts are transaction based, they are inherently subject to large periodic balance changes.

FHLB advances. FHLB advances increased $42 million during the first six months to $362 million at June 30, 2003. The increase in advances was primarily a result of funding needed related to the retention of $60 million of 15-year fixed rate mortgage loans. The weighted average cost of advances used to fund these loans was 3.24%. The weighted-average coupon of the new term advances during the first six months of 2003 was 3.06%.

Approximately $236 million of the Company’s advances are fixed with original maturities ranging from two through seven years and $11 million borrowed overnight. The remaining $115 million of the Company’s advances are convertible with original fixed-rate periods ranging from one to five years and original maturities ranging from five to ten years. At the end of their respective fixed-rate periods, the Federal Home Loan Bank has the right to convert the borrowings to floating-rate advances tied to LIBOR. If the FHLB elects to convert the debt to a floating rate instrument, Republic also has the right to pay off the advances without penalty. At June 30, 2003, the Company had $30 million in these advances that were eligible to be converted on their quarterly repricing date. Based on market conditions at this time, management does not believe these advances are likely to be converted in the near-term.

ASSET QUALITY

Loans, including impaired loans under SFAS 114 and excluding consumer loans, are placed on non-accrual status when they become past due 90 days or more as to principal or interest, unless they are adequately secured and in the process of collection. When loans are placed on non-accrual status, all unpaid accrued interest is reversed. These loans remain on non-accrual status until the borrower demonstrates the ability to remain current or the loan is deemed uncollectible and is charged off. Consumer loans are not placed on non-accrual status but are reviewed periodically and charged off when they reach 120 days past due or are deemed uncollectible.

The Bank’s level of loans delinquent more than 30 days decreased to 0.96% at June 30, 2003, down from 1.02% at December 31, 2002. The improvement is primarily attributable to a small number of commercial real estate loans, past due at December 31, 2002, brought current as of June 30, 2003. Republic experienced an increase in total non-performing loans from $9.8 million at December 31, 2002 to $10.8 million at June 30, 2003. The increase in non-accrual loans was primarily attributable to two large real estate secured construction loans. The receivables comprising loans on non-accrual status are primarily real estate secured with a minimal risk of significant financial loss.

Table 5 provides information related to non-performing assets and loans 90 days or more past due.

Table 5 - Non-Performing Loans

(dollars in thousands)	June 30 2003			December 31 2002

Loans on non-accrual status	$	9,641		$	7,967
Loans past due 90 days or more	1,187			1,915

Total non-performing loans	10,828			9,882

Other real estate owned	443			320
Total non-performing assets	$	11,271		$	10,202

Percentage of non-performing loans to total loans	0.76		%	0.75		%

Percentage of non-performing assets to total loans	0.80			0.78

Republic defines impaired loans to be those commercial real estate and commercial loans greater than $499,999 that management has classified as doubtful (collection of all amounts due is highly questionable or improbable) or loss (all or a portion of the loans have been written off or a specific allowance for loss has been provided). Republic’s policy is to charge off all or that portion of its investment in an impaired loan upon a determination it is probable the full amount may not be collected. Impaired loans, which are a component of loans on non-accrual status, increased from $1.2 million at December 31, 2002 to $3.7 million at June 30, 2003. This increase was primarily attributable to one relationship secured by commercial real estate. Management believes it has provided an allocation of the allowance for loan losses adequate to absorb any potential losses.

LIQUIDITY

Republic maintains sufficient liquidity to fund loan demand and routine deposit withdrawal activity. Liquidity is managed by retaining sufficient liquid assets in the form of investment securities and core deposits to meet demand. Funding and cash flows can also be realized by the sale of securities in the available-for-sale portion of the investment portfolio, principal paydowns on loans and mortgage-backed securities and proceeds realized from the loans held-for-sale category. Republic’s banking centers and its Internet site, republicbank.com, also provide access to retail deposit markets. These retail deposits, if offered at attractive rates, have historically been a source of funding when needed. The Company utilized brokered deposits during the first quarter of 2003 as a funding source for Refund Anticipation Loans at Refunds Now and will likely consider using brokered deposits as a funding source for the first quarter of 2004.

Traditionally, the Bank has also utilized borrowings from the FHLB to supplement its funding requirements. On June 30, 2003, the Company had $49 million of borrowing capacity with the FHLB and sufficient security collateral available to borrow, approximately, an additional $47 million. While Republic utilizes numerous funding sources in order to meet liquidity requirements, the Company also has $60 million in approved unsecured line of credit facilities available at June 30, 2003 through various third party sources.

CAPITAL

Total stockholders’ equity increased from $151 million at December 31, 2002 to $168 million at June 30, 2003. The increase in stockholders’ equity was primarily attributable to net income earned during the second quarter of 2003. There was also a positive impact on accumulated other comprehensive income as a result of the increased value of the available for sale securities portfolio. In addition, stockholders’ equity increased as a result of stock options exercised by Republic’s employees and directors.

In 1998 and 1999, Republic Bancorp’s board of directors approved a Class A share repurchase program of 500,000 shares. Through June 30, 2003, Republic purchased approximately 491,000 shares with a weighted-average cost of $10.30, and a total cost of $5.1 million. In March of 2003, the Company’s board of directors authorized management to repurchase an additional 250,000 shares bringing the total shares available for purchase to 259,000.

Regulatory agencies measure capital adequacy within a framework that makes capital requirements, in part, dependent on the individual risk profiles of financial institutions. Republic continues to exceed the regulatory requirements for Tier I, Tier I leverage and total risk-based capital. The Bank intends to maintain a capital position that meets or exceeds the “well capitalized” requirements as defined by the FDIC. Republic’s average capital to average assets ratio was 8.99 % at June 30, 2003 compared to 8.89% at December 31, 2002.

Table 6 - Capital Ratios

	Actual				Minimum Requirement For Capital Adequacy Purposes				Minimum Requirement To Be Well Capitalized Under Prompt Corrective Action Provisions
As of June 30, 2003	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Total Risk Based Capital (to Risk Weighted Assets)
Republic Bancorp, Inc.	$	175,990	13.81	%	$	101,948	8	%	$	127,435	10	%
Republic Bank & Trust Company	165,207		13.22		99,981		8	%	124,976		10	%
Republic Bank & Trust Company of Indiana	5,787		23.54		1,967		8	%	2,458		10	%

Tier I Capital (to Risk Weighted Assets)
Republic Bancorp, Inc.	$	163,322	12.82	%	$	50,974	4	%	$	76,461	6	%
Republic Bank & Trust Company	152,845		12.23		49,991		4	%	74,986		6	%
Republic Bank & Trust Company of Indiana	5,481		22.30		983		4	%	1,475		6	%

Tier I Leverage Capital (to Average Assets)
Republic Bancorp, Inc.	$	163,322	8.88	%	$	73,591	4	%	$	91,989	5	%
Republic Bank & Trust Company	152,845		8.41		72,699		4	%	90,874		5	%
Republic Bank & Trust Company of Indiana	5,481		16.96		1,293		4	%	1,616		5	%

Kentucky banking laws limit the amount of dividends that may be paid to the Parent Company by Republic Bank & Trust Company without prior approval of the Kentucky Department of Financial Institutions. Under these laws, the amount of dividends that may be paid in any calendar year is limited to current year’s net income, as defined in the laws, combined with the retained net income of the preceding two years, less any dividends declared during those periods. At June 30, 2003, Republic Bank & Trust Company had approximately $33 million of retained earnings that could be utilized for payment of dividends if authorized by its board of directors without prior regulatory approval.

Indiana banking laws prohibit the payment of dividends to the Parent Company by Republic Bank & Trust Company of Indiana for a period of three years without prior approval of the Indiana Department of Financial Institutions. These laws also require a minimum Tier I Capital ratio of 8% to be maintained until May 2004.

ASSET/LIABILITY MANAGEMENT AND MARKET RISK

Asset/liability management control is designed to ensure safety and soundness, maintain liquidity and regulatory capital standards, and achieve acceptable net interest income. Interest rate risk is the exposure to adverse changes in the net interest income as a result of market fluctuations in interest rates. Management, on an ongoing basis, monitors interest rate and liquidity risk in order to implement appropriate funding and balance sheet strategies. Management considers interest rate risk to be Republic’s most significant market risk.

Republic utilizes an earnings simulation model to analyze net interest income sensitivity. Potential changes in market interest rates and their subsequent effects on net interest income are then evaluated. The model projects the effect of instantaneous movements in interest rates of both 100 and 200 basis points. Assumptions based on the historical behavior of Republic’s deposit and loan rates and their related balances in relation to changes in interest rates are also incorporated into the model. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

Republic’s interest sensitivity profile reflected little change from December 31, 2002 to June 30, 2003. Given a sustained 100 basis point downward shock to the yield curve used in the simulation model, Republic’s base net interest income would decrease by an estimated 2.14% at June 30, 2003 compared to a decrease of 1.09% at December 31, 2002. Given a 100 basis point increase in the yield curve Republic’s base net interest income would decrease by an estimated 2.46% at June 30, 2003 compared to a decrease of 2.48% at December 31, 2002.

The interest sensitivity profile of Republic at any point in time will be affected by a number of factors. These factors include the mix of interest sensitive assets and liabilities as well as their relative pricing schedules. It is also influenced by market interest rates, deposit growth, loan growth, and other factors.

Table 7 - Interest Rate Sensitivity

	June 30, 2003
	Decrease in Rates								Increase in Rates
	200 Basis Points			100 Basis Points			Base		100 Basis Points			200 Basis Points
	(dollars in thousands)

Projected interest income
Loans, excluding fees	$	80,124		$	83,056		$	85,800	$	89,964		$	94,449
Investments	8,707			8,983			10,363		11,943			13,339
Short-term investments	—			1			5		14			23
Total interest income	88,831			92,040			96,168		101,921			107,811

Projected interest expense
Deposits	14,418			15,354			17,246		22,815			28,044
Securities sold under agreements to repurchase	704			765			1,658		3,374			5,287
Other borrowed funds	14,788			14,793			14,799		14,806			14,814
Total interest expense	29,910			30,912			33,703		40,995			48,145

Net interest income	$	58,921		$	61,128		$	62,465	$	60,926		$	59,666
Change from base	$	(3,544	)	$	(1,337	)			$	(1,539	)	$	(2,799	)
% Change from base	(5.67		)%	(2.14		)%			(2.46		)%	(4.48		)%

	December 31, 2002
	Decrease in Rates								Increase in Rates
	200 Basis Points			100 Basis Points			Base		100 Basis Points			200 Basis Points
	(dollars in thousands)

Projected interest income
Loans, excluding fees	$	81,382		$	84,232		$	86,552	$	90,437		$	94,513
Investments	8,520			9,304			11,173		12,890			14,588
Short-term investments	66			67			266		549			665
Total interest income	89,968			93,603			97,991		103,876			109,766

Projected interest expense
Deposits	16,289			17,675			19,681		24,476			29,199
Securities sold under agreements to repurchase	793			1,161			2,870		5,485			8,077
Other borrowed funds	13,877			13,877			13,877		13,877			14,060
Total interest expense	30,959			32,713			36,428		43,838			51,336

Net interest income	$	59,009		$	60,890		$	61,563	$	60,038		$	58,430
Change from base	$	(2,554	)	$	(673	)			$	(1,525	)	$	(3,133	)
% Change from base	(4.15		)%	(1.09		)%			(2.48		)%	(5.09		)%

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information for this item is incorporated by reference to the Asset /Liability Management and Market Risks section on page 30 and 31 of Part 1, Item 2., Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report.

Item 4. Controls and Procedures Disclosure

An evaluation was carried out under the supervision and with the participation of Republic’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by Republic in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

In connection with this evaluation, there have been no significant changes in internal controls during the last fiscal quarter covered by this report. Subsequent to the date of their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were no significant changes in Republic’s internal controls or in other factors that could significantly affect its internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

Item 2. Changes in securities

During the first six months of 2003, Republic issued approximately 6,000 shares of Class A Common Stock upon conversion of shares of Class B Common Stock by shareholders of Republic in accordance with the share-for-share conversion provision option of the Class B Common Stock. The exemption from registration of the newly issued Class A Common Stock relied upon was Section (3)(a)(9) of the Securities Act of 1933.

Item 4. Submission of Matters to a Vote of Security Holders

(a) The annual meeting of the shareholders of Republic Bancorp, Inc. was held on April 10, 2003.

(b) An amendment to the Republic Bancorp, Inc. 1995 Stock Option Plan, to increase the number of shares available for issuance under the plan to 3,400,000 and to provide for the issuance of stock grants, was approved with the tabulation of votes as follows:

For		27,164,864.132
Against		734,985.734
Withheld and Non votes		2,191,986.610

Bernard M. Trager

Steven E. Trager

Scott Trager

Bill Petter

R. Wayne Stratton

Larry M. Hayes *

Sandra Metts Snowden

Susan Stout Tamme

Charles E. Anderson

(d) The tabulation of votes for each director nominee was as follows:

Director	For	Withheld

Bernard M. Trager	29,668,807.478	423,029.000

Steven E. Trager	29,678,932.478	412,904.000

Scott Trager	29,678,582.478	413,254.000

Bill Petter	29,676,063.478	415,773.000

R. Wayne Stratton	29,971,002.823	120,833.656

Larry M. Hayes	30,069,282.823	22,553.656

Sandra Metts Snowden	29,967,944.888	123,891.591

Susan Stout Tamme	30,067,749.098	24,087.381

Charles E. Anderson	29,970,456.473	121,380.006

* Director Hayes resigned in May 2003 due to his appointment as Deputy Mayor of the City of Louisville. The Board approved J. Michael Brown to serve the remainder of Director Hayes’ term.

Item 6. Exhibits and Reports on Form 8-K

The exhibits required by Item 601 of Regulation S-K are attached to and listed in the Exhibit Index on page 36.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Republic Bancorp, Inc.
(Registrant)

		Principal Executive Officer:

Date:	August 13, 2003	/s/ Steven E. Trager
		Steven E. Trager
		President & Chief Executive Officer


		Principal Financial Officer:

Date:	August 13, 2003	/s/ Kevin Sipes
		Kevin Sipes
		Executive Vice President, Chief Financial Officer & Chief Accounting Officer

EXHIBIT INDEX

Exhibit	Description	Incorporated By Reference To

10.1	Amended lease between Republic Bank & Trust Company and Jaytee Properties, dated July 1, 2003, relating to 661 S. Hurstbourne Parkway	Filed as Exhibit 10.1 on page 37 of this Form 10-Q for the period ended June 30, 2003

10.2	Amended lease between Republic Bank & Trust Company and Jaytee Properties, dated May 1, 2003 relating to 9600 Brownsboro Road	Filed as Exhibit 10.2 on page 38 of this Form 10-Q for the period ended June 30, 2003

11	Statement Regarding Computation of Per Share Earnings	Filed as Exhibit 11 on page 39 of this Form 10-Q for the period ended June 30, 2003

15	Awareness Letter	Filed as Exhibit 15 on page 40 of this Form 10-Q for the period ended June 30, 2003

31.1	Section 302 Certification of Principal Executive Officer	Filed as Exhibit 31.1 on page 41 of this Form 10-Q for the period ended June 30, 2003

31.2	Section 302 Certification of Principal Financial Officer	Filed as Exhibit 31.2 on page 42 of this Form 10-Q for the period ended June 30, 2003

32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350	Filed as Exhibit 32.1 on page 43 of this Form 10-Q for the period ended June 30, 2003

32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350	Filed as Exhibit 32.2 on page 44 of this Form 10-Q for the period ended June 30, 2003