The Bancorp, Inc. (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 10-K _______________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 51018 The Bancorp, Inc. (Exact name of registrant as specified in its charter) Delaware 23-3016517 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 409 Silverside Road, Wilmington, DE 19809 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (302) 385-5000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered TBBK Common Stock, par value $1.00 per share NASDAQ Global Select Securities registered pursuant to Section 12(g) of the Act: Title of class None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(a) of the Act. Yes o No x 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 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. Yes x No o Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o Emerging growth company o 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. o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x The aggregate market value of the common shares of the registrant held by non-affiliates of the registrant, based upon the closing price of such shares on June 30, 2020 of $9.80 was approximately $616.1 million. As of March 1, 2021, 57,934,841 shares of common stock, par value $1.00 per share, of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for registrant’s 2021 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K. THE BANCORP, INC. INDEX TO ANNUAL REPORT ON FORM 10-K Page PART I Forward-looking statements 1 Item 1: Business 3 Item 1A: Risk Factors 25 Item 1B: Unresolved Staff Comments 42 Item 2: Properties 42 Item 3: Legal Proceedings 42 Item 4: Mine Safety Disclosures 43 PART II Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 Item 6: Selected Financial Data 47 Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations 49 Item 7A: Quantitative and Qualitative Disclosures About Market Risk 83 Item 8: Financial Statements and Supplementary Data 84 Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 142 Item 9A: Controls and Procedures 143 Item 9B: Other Information 146 PART III Item 10: Directors, Executive Officers and Corporate Governance 146 Item 11: Executive Compensation 146 Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 146 Item 13: Certain Relationships and Related Transactions, and Director Independence 146 Item 14: Principal Accountant Fees and Services 146 PART IV Item 15: Exhibits and Financial Statement Schedules 147 Item 16: Form 10-K Summary 149 SIGNATURES 150 FORWARD-LOOKING STATEMENTS The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report contains such “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “should” and words and terms of similar substance used in connection with any discussion of future operating and financial performance identify forward-looking statements. Unless we have indicated otherwise, or the context otherwise requires, references in this report to “we,” “us,” and “our” or similar terms, are to The Bancorp, Inc. and its subsidiaries. We claim the protection of safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this report and they may also be incorporated by reference in this report to other documents filed with the SEC, and include, but are not limited to, statements about future financial and operating results and performance, statements about our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements that are not historical facts. These forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk factors discussed and identified in Item 1A of this report and in other of our public filings with the SEC; an inconsistent recovery from an extended period of weak economic and slow growth conditions in the U.S. economy, including the impact of the Covid-19 pandemic, have had, and may in the future have, significant adverse effects on our assets and operating results, including increases in payment defaults and other credit risks, decreases in the fair value of some assets and increases in our provision for credit losses; weak economic and credit market conditions may result in a reduction in our capital base, reducing our ability to maintain deposits at current levels; operating costs may increase; adverse governmental or regulatory policies may be promulgated; management and other key personnel may be lost; competition may increase; the costs of our interest-bearing liabilities, principally deposits, may increase relative to the interest received on our interest-bearing assets, principally loans, thereby decreasing our net interest income; loan and investment yields may decrease resulting in a lower net interest margin; possible geographic concentration could result in our loan portfolio being adversely affected by economic factors unique to the geographic area and not reflected in other regions of the country; the market value of real estate that secures certain of our loans, principally commercial real estate loans held at fair value, Small Business Administration loans under the 504 Fixed Asset Financing Program and our discontinued commercial loan portfolio, has been, and may continue to be, adversely affected by recent economic and market conditions, and may be affected by other conditions outside of our control such as lack of demand for real estate of the type securing our loans, natural disasters, changes in neighborhood values, competitive overbuilding, weather, casualty losses, occupancy rates and other similar factors; we must satisfy our regulators with respect to Bank Secrecy Act, Anti-Money Laundering and other regulatory mandates to prevent possible future restrictions on adding customers; 1 the loans from our discontinued operations are now held-for-sale and were marked to fair value based on various internal and external inputs; however, the actual sales price could differ from those third-party fair values. The reinvestment rate for the proceeds of those sales in investment securities depends on future market interest rates; and we may not be able to sustain our historical growth rates in our loan, prepaid and debit card and other lines of business. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.