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11-K Filing
The Bancorp, Inc. (TBBK) 11-KAnnual report of employee stock purchases
Filed: 24 Jun 22, 4:01pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2021
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from _______________ to _______________
Commission File Number 000-51018
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
The Bancorp, Inc. 401(k) Plan
B: Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
The Bancorp, Inc.
409 Silverside Road
Wilmington, Delaware 19809
Contents
Page | ||
Report of Independent Registered Accounting Firm | 3 | |
Financial Statements | ||
Statements of net assets available for benefits as of December 31, 2021 and 2020 | 5 | |
Statement of changes in net assets available for benefits for the year ended December 31, 2021 | 6 | |
Notes to financial statements | 7 | |
Supplementary Information | ||
Schedule H, line 4i - schedule of assets (held at end of year) | 15 | |
Signatures | 16 | |
3 |
Supplemental information The accompanying Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2021 (“supplemental information”) has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
We have served as the Plan’s auditor since 2006. Bellevue, Washington June 24, 2022 | ||
4 |
The Bancorp, Inc. 401(k) Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2021 | 2020 | ||||||
ASSETS: | |||||||
Investments, at fair value | $ | 80,657,751 | $ | 63,031,445 | |||
Receivables: | |||||||
Participant | 152,374 | - | |||||
Employer | 166,146 | - | |||||
Notes receivable from participants | 604,332 | 750,927 | |||||
Total receivables | 922,852 | 750,927 | |||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 81,580,603 | $ | 63,782,372 |
The accompanying notes are an integral part of these financial statements.
5 |
The Bancorp, Inc. 401(k) Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2021
Additions to net assets attributable to: | |||
Investment income | |||
Dividends | $ | 3,685,092 | |
Net appreciation in fair value of investments | 10,434,830 | ||
Net investment income | 14,119,922 | ||
Interest income on notes receivable from participants | 37,486 | ||
Contributions: | |||
Participant | 5,350,885 | ||
Company | 1,902,380 | ||
Rollover | 2,237,471 | ||
Total contributions | 9,490,736 | ||
Total additions | 23,648,144 | ||
Deductions from net assets attributable to: | |||
Benefit payments | 5,830,512 | ||
Administrative expenses | 19,401 | ||
Total deductions | 5,849,913 | ||
Net increase | 17,798,230 | ||
Net assets available for benefits, beginning of year | 63,782,372 | ||
Net assets available for benefits, end of year | $ | 81,580,603 | |
The accompanying notes are an integral part of these financial statements.
6 |
The Bancorp, Inc. 401(k) Plan
December 31, 2021 and 2020
NOTE A - DESCRIPTION OF THE PLAN
The following brief description of The Bancorp, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
1. General
The Plan is a defined contribution plan of The Bancorp, Inc. and its subsidiary (collectively, the Company) covering all employees. In May 2021, the plan adoption agreement was restated and removed the age requirement of 21. The Plan is subject to the provisions of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended (ERISA).
2. Contributions
Contributions to the Plan are made by eligible employees and the Company. Each year, participants may contribute on pre-tax and after-tax basis up to the Internal Revenue Service (IRS) maximum allowable limit, as defined in the Plan. The Company matches 50% of the first 6% of eligible compensation that a participant contributes to the Plan. Participants may also contribute amounts representing rollovers from other qualified plans. The Plan contains an automatic enrollment feature of 6%. Additional discretionary amounts may be contributed at the option of the Company’s board of directors. There were no additional discretionary amounts contributed in 2021. Contributions are subject to certain limitations.
3. Participant Accounts
Individual accounts are maintained for each participant. Each participant’s account is credited with the participant’s contributions and allocation of (a) the Company’s matching contributions and (b) Plan earnings and is charged with (a) withdrawals and (b) allocation of administrative expenses and Plan losses. Allocations are based on participant’s earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
4. Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service, as defined. A participant is 50% vested after two years of service and 100% vested after three years of service.
Participants attaining their normal retirement age and those who become disabled or die are entitled to 100% of their accrued benefits, regardless of credited service period.
5. Investment Options
The Plan’s trustee is Fidelity Management Trust Company and record-keeper is Fidelity Workplace Service LLC. Participants are able to direct contributions into any of thirty-two investment options.
7 |
The Bancorp, Inc. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2020
Fidelity Workplace Service LLC maintains the contributions in mutual fund accounts, collective trust, and employer stock, and maintains participant account records. All investments are included in the financial statements at fair market value (Note D).
6. Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to $50,000 or 50% of their account balance, reduced by the highest outstanding loan balance in the prior twelve-month period. Loan terms range from one to five years, with longer terms available for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at the prime rate on the day the loan application is received plus 1%. Interest rates on outstanding loans ranged from 4.25% to 6.50% at December 31, 2021 and 2020. Principal and interest are paid ratably through monthly payroll deductions and are deposited into the participant’s account. A fee based on the loan term is charged to cover administrative costs.
7. Benefit Payments
Upon termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in their account, or annual installments over an agreed-upon period. For termination of service due to other reasons, a participant may receive the value of the vested interest in their account as a lump-sum distribution. Minimum required distributions for participants who have reached age 72 also apply per IRS regulations.
8. In-Service Withdrawals
Participants in the Plan, while employed with the Company, may make withdrawals for the following circumstances: they have reached the age of 59-1/2, have a “qualifying” hardship withdrawal request, or they have rollover contributions invested in their account. Once a participant has reached 59-1/2 years of age, they may withdraw all or a portion of their vested account. A Plan participant who has rollover contributions may withdraw all or a portion of their rollover contribution account. A participant who has a “qualifying” hardship withdrawal, in instances of immediate and heavy financial hardship, may withdraw up to 100% of their accounts in the following priority: elective deferral contributions, catch-up contributions, and the vested portion of the employer matching contributions account.
9. Forfeited Accounts
Forfeitures are used to reinstate previously forfeited balances of former employees, with any remaining portion available to reduce future employer contributions. At December 31, 2021 and 2020, forfeited non-vested accounts totaled $151,657 and $112,827, respectively. Forfeitures of $164,804, were used to reduce employer contributions during the year ended December 31, 2021.
10. Voting Rights
Each participant is entitled to exercise voting rights attributable to the Company shares allocated to their account through their holdings and is notified by the Trustee prior to the time that such rights are to be exercised. The Trustee is required to vote any unallocated shares held by the Plan and any allocated shares for which instructions have not been given by a participant in the same proportion as the shares for which voting instructions have been received, subject to the power, responsibility and obligation of the Plan Administrator to direct the Trustee to act with respect to the voting of such shares in a different manner, if the Plan Administrator determines that such action is consistent with and/or required by its fiduciary obligations under ERISA.
8 |
The Bancorp, Inc. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2020
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting under accounting principles generally accepted in the United States of America (U.S. GAAP).
2. Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
3. Investment Valuation and Income Recognition
The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note D for a discussion of fair value investments.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or depreciation includes the Plan’s gains and losses on investments bought and sold, as well as held during the year.
4. Administrative Expenses
Certain administrative expenses of the Plan are paid by the Plan unless otherwise paid by the Company at the Company’s discretion.
5. Benefit Payments
Benefit payments and distributions are recorded when paid. At December 31, 2021 and 2020, there were no benefits processed and approved for payment but not paid.
6. Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Income is recorded on the accrual basis. There was no material unpaid interest at December 31, 2021 and 2020. No allowance for credit losses has been recorded as of December 31, 2021 and 2020. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be in default, delinquent participant loans are reclassified as distributions based upon the terms of the Plan document and a benefit payment is recorded.
9 |
The Bancorp, Inc. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2020
7. Risks and Uncertainties
The Plan invests in various investment securities. Investments are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
The Plan is subject to concentrations of credit risks in its investments. Credit risk with respect to investments is limited to the Plan’s investments in the Company’s common stock representing 10% and 8% of the total assets as of December 31, 2021 and 2020, respectively (Note C).
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. The spread of COVID-19 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Plan is unable to determine if it will have a material impact to its operations. As of the audit report date, there has been no material impact on the Plan or Plan Sponsor’s operations.
NOTE C - RELATED PARTIES AND PARTIES-IN-INTEREST TRANSACTIONS
Investments include 334,197 and 356,781 shares of the Company’s common stock valued at $8,459,793 and $4,871,194 as of December 31, 2021 and 2020, respectively. During 2021, the Plan purchased 11,682 at a cost of $252,487 and sold 34,266 shares at a cost of $308,037; in addition, the price per share of Company’s common stock increased from $13.65 to $25.31 as of December 31, 2020 and 2021, respectively. There are no additional contributions made on Company’s common stock in 2021 and 2020. The Plan also permits notes receivable from participants. These transactions qualify as parties-in-interest transactions which are exempt from the prohibited transaction rules.
Certain Plan investments are shares of mutual funds and units of a collective trust managed by Fidelity Investments. Fidelity Investments is an affiliate of the Trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Additionally, the Plan paid administrative fees of $19,401 to Fidelity Investments for the year ended December 31, 2021.
NOTE D - FAIR VALUE MEASUREMENTS
In general, fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accounting guidelines establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets in active markets that the Plan has the ability to access;
Level 2 Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
10 |
The Bancorp, Inc. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2020
Level 3 Prices or valuation techniques that require inputs are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Following is a description of the valuation methodologies used for assets at fair value:
Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end based on quoted market prices.
Common stock: Valued at the closing price of shares held by the Plan at year end as reported in the active market in which the stock is traded.
Collective trust: Valued at fair value of the underlying securities held by the fund, which represents NAV of the units held by the Plan at year end.
Money Market Fund: Valued at fair value of the short-term cash investments held by the fund, which represents NAV of the shares held by the Plan at periodic basis. Shares can be redeemed on a same day basis but only directly from the Fund. Such transactions do not constitute an active market.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of
December 31:
Assets at fair value as of December 31, 2021 | |||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Mutual Funds | $ | 69,930,947 | $ | - | $ | - | $ | 69,930,947 | |||||
Stock Fund: | |||||||||||||
Money Market Fund | - | 1,279 | - | 1,279 | |||||||||
Common Stock | 8,458,514 | - | - | 8,458,514 | |||||||||
$ | 78,389,461 | $ | 1,279 | $ | - | 78,390,740 | |||||||
Investment measured at NAV (a) | 2,267,011 | ||||||||||||
Total investments, at fair value | $ | 80,657,751 |
11 |
The Bancorp, Inc. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2020
Assets at fair value as of December 31, 2020 | |||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Mutual Funds | $ | 55,971,378 | $ | - | $ | - | $ | 55,971,378 | |||||
Stock Fund: | |||||||||||||
Money Market Fund | - | 1,133 | - | 1,133 | |||||||||
Common Stock | 4,870,061 | - | - | 4,870,061 | |||||||||
$ | 60,841,439 | $ | 1,133 | $ | - | 60,842,572 | |||||||
Investment measured at NAV (a) | 2,188,873 | ||||||||||||
Total investments, at fair value | $ | 63,031,445 |
(a) In accordance with Accounting Standards Codification (ASC) Subtopic 820-10, Fair Value Measurement, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits.
Investments Measured Using the NAV per Share as a Practical Expedient.
The following table summarizes investments for which fair value is measured using the NAV per share practical expedient as of December 31, 2021 and 2020. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.
Fair value December 31, 2021 | Fair value December 31, 2020 | Unfunded commitments | Redemption frequency | Redemption notice period | ||||||
Collective trust | $2,267,011 | $2,188,873 | N/A | See below | See below | |||||
The Plan is applying the practical expedient as of December 31, 2021 and 2020 to its investment in Fidelity’s Managed Income Portfolio (MIP), a collective trust fund. Participants’ ownership of the MIP is represented as units. Units are issued and redeemed daily at the MIP’s constant NAV of $1 per unit. The MIP allows for daily liquidity, with no additional days’ notice required for redemption for participant level transactions; however, the Plan is required to give twelve-month notice prior to liquidation. It is the policy of the MIP to use its best efforts to maintain a stable NAV of $1 per unit, although there is no guarantee that the MIP will be able to maintain this value. There are no unfunded commitments as of December 31, 2021 and 2020.
Gains and losses (realized and unrealized) included in changes in net assets for the period above are reported in net appreciation (depreciation) in fair value of investments in the statement of changes in net assets available for benefits.
12 |
The Bancorp, Inc. 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2020
The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
NOTE E - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their accounts.
NOTE F - INCOME TAX STATUS
The Plan is a Fidelity Volume Submitter Plan. The IRS has determined and informed Fidelity by letter dated June 30, 2020, that the Plan is designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since that date, however, the Plan administrator believes that the Plan is currently designed and being operated in compliance, in all material respects, with the applicable requirements of the IRC and is, therefore, tax exempt.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2021 and 2020, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
NOTE G - SUBSEQUENT EVENTS
The Plan has evaluated all subsequent events through June 24, 2022 which represents when the financial statements were issued, to ensure that the Plan’s financial statements include appropriate disclosure of events both recognized in the financial statements as of December 31, 2021, and events which occurred subsequent to December 31, 2021, but were not recognized in the financial statements.
The Plan Administrator is not aware of any subsequent events, which would require recognition or disclosure in the financial statements.
13 |
14 |
The Bancorp, Inc. 401(k) Plan |
EIN 23-3016517 |
Plan #29638 |
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) |
December 31, 2021 |
(a) | (b) Identity of issue, borrower, lessor or similar party | (c) Description of investment, including maturity date, rate of interest, collateral, par or maturity value | (d) Cost | (e) Current value | |||||
* | MIP CL 1 | Collective Trust | ** | $ | 2,267,011 | ||||
PGIM STRAT BOND R6 | Mutual Fund | ** | 644,509 | ||||||
AB GLOBAL BOND ADV | Mutual Fund | ** | 2,288,135 | ||||||
AMERICAN BALANCED R4 | Mutual Fund | ** | 3,976,518 | ||||||
AS SPL MID CP VAL IS | Mutual Fund | ** | 1,355,977 | ||||||
BAIRD CORE PLUS INV | Mutual Fund | ** | 1,320,259 | ||||||
BAIRD SH TM BOND INV | Mutual Fund | ** | 229,181 | ||||||
HL EMERGING MKTS ADV | Mutual Fund | ** | 723,095 | ||||||
INVS DIVRS DIVD Y | Mutual Fund | ** | 1,155,829 | ||||||
J H ENTERPRISE T | Mutual Fund | ** | 3,585,604 | ||||||
JPM US RSH ENH EQ I | Mutual Fund | ** | 1,629,244 | ||||||
MFS CONSERV ALLOC R3 | Mutual Fund | ** | 827,406 | ||||||
VANG INST TR 2015 | Mutual Fund | ** | 84,455 | ||||||
VANG INST TR 2020 | Mutual Fund | ** | 784,819 | ||||||
VANG INST TR 2025 | Mutual Fund | ** | 2,759,093 | ||||||
VANG INST TR 2030 | Mutual Fund | ** | 2,994,738 | ||||||
VANG INST TR 2035 | Mutual Fund | ** | 2,952,701 | ||||||
VANG INST TR 2040 | Mutual Fund | ** | 3,307,809 | ||||||
VANG INST TR 2045 | Mutual Fund | ** | 4,459,656 | ||||||
VANG INST TR 2050 | Mutual Fund | ** | 3,761,673 | ||||||
VANG INST TR 2055 | Mutual Fund | ** | 1,989,394 | ||||||
VANG INST TR 2060 | Mutual Fund | ** | 588,404 | ||||||
VANG INST TR 2065 | Mutual Fund | ** | 73,335 | ||||||
VANG INST TR INCOME | Mutual Fund | ** | 186,903 | ||||||
VICTORY S SM CO OP I | Mutual Fund | ** | 995,281 | ||||||
* | FID REAL ESTATE INVS | Mutual Fund | ** | 1,205,729 | |||||
* | FID BLUE CHIP GR | Mutual Fund | ** | 11,184,665 | |||||
* | FID SMALL CAP GROWTH | Mutual Fund | ** | 2,799,255 | |||||
* | FID INTL SM CAP OPP | Mutual Fund | ** | 912,217 | |||||
* | FID 500 INDEX | Mutual Fund | ** | 8,308,046 | |||||
* | FID INTL GROWTH | Mutual Fund | ** | 2,847,017 | |||||
* | FIDELITY CASH RESERVES | Money Market Fund | 1,279 | 1,279 | |||||
72,199,237 | |||||||||
* | THE BANCORP INC | 334,197 | Shares | $ | 3,100,822 | 8,458,514 | |||
Investments at fair value | $ | 80,657,751 | |||||||
* | Notes Receivable from Participants | Interest rates ranging from 4.25% - 6.50% | $ | 604,332 | |||||
Maturity dates 2022 through 2036 | |||||||||
$ | 81,262,083 |
* Related party-in-interest. | |||||||||||
** Not applicable as the investment is participant-directed. |
15 |
EXHIBITS:
23.1 Consent of Independent Registered Public Accounting Firm
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
The Bancorp, Inc. 401(k) Plan
| ||
Date: June 24, 2022 | By: | /s/ Paul Frenkiel |
Paul Frenkiel | ||
Chief Financial Officer |