8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  10/30/2014

The Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-51018

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

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, including zip code)

302-385-5000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Item 2.02.    Results of Operations and Financial Condition

On October 30, 2014, The Bancorp, Inc. (the "Company") issued a press release regarding its earnings for the three months ended September 30, 2014. A copy of this press release is furnished with this report as exhibit 99.1. The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		The Bancorp, Inc.
Date: October 30, 2014	By:	/s/ Paul Frenkiel
		Paul Frenkiel
		Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
EX-99.1	Press release

EX-99.1

Exhibit 99.1

The Bancorp, Inc. Reports Third Quarter 2014 Financial Results

Wilmington, DE – October 30, 2014 – The Bancorp, Inc. ("Bancorp") (NASDAQ: TBBK), a financial holding company, today reported financial results for third quarter 2014.

 Bancorp reported net income from continuing operations of $1.5 million for third quarter 2014 compared to net income of $2.2 million from continuing operations in third quarter 2013, and respective diluted earnings per share of $.04 and $.06.  Pre tax income from continuing operations amounted to $1.5 million for third quarter 2014, and reflected $2.7 million of Bank Secrecy Act and look back consulting expenses. Income from continuing operations does not include any income which would result upon the reinvestment of the proceeds of the planned sale of $1.2 billion of commercial loans as explained in the chief executive officer’s comments below. As a result of discontinued operations in third quarter 2014, Bancorp recorded a loss of $16.8 million or $.45 diluted loss per share for that period, compared to net income of $4.8 million or $.13 diluted earnings per share in third quarter 2013.

Financial Highlights

Discontinued Operations:

· Bancorp has decided to discontinue its commercial lending operations. The loans which constitute that portfolio are in the process of disposition. This represents a strategic continuation of the shift to a focus on Bancorp’s specialty lending including small fleet leasing, security backed lines of credit (“SBLOC”), CMBS origination and SBA lending. The discontinuance resulted in a charge to earnings of $18.3 million, net of tax.

Continuing Operations:

· 44% increase in net interest income to $15.4 million compared to $10.7 million in third quarter 2013.

· 21% increase in prepaid card fees to $12.3 million compared to $10.2 million in third quarter 2013.

· 33% increase in card processing and ACH fees to $1.4 million.

· Increases over prior year targeted loan balances:  SBA lending 65%, SBLOC 44%, Leasing 14%.

Loans in continuing operations and loans held for sale totaled $1.0 billion at September 30, 2014.

· Tax equivalent yield on earning assets increased to 2.65% compared to 2.19% in third quarter 2013.

· Tier one capital to assets, tier one capital to risk assets and total capital to risk assets were 8.10%, 12.95% and 13.11%, compared to well capitalized minimums of 5%, 6% and 10%.

Betsy Z. Cohen, Bancorp’s Chief Executive Officer, said, “As part of our strategic evaluation of the asset composition of the bank, we have decided to replace our commercial lending with a greater emphasis on the specialty lending segments which we have been describing over the last 12 months - small fleet leasing, security backed lines of credit and SBA lending. As a result of our greater emphasis on these targeted specialty lending segments, they have experienced substantial 12 month over 12 month growth rates as follows: SBA 65%, SBLOC (Security Backed Lines of Credit) 44% and leasing 14%.  At September 30, 2014, the total outstanding for these continuing lines and the CMBS loans held for sale, on which we also earn a spread, exceeded one billion dollars. Our decision was based upon our expectation that the specialty lending segments will provide better risk adjusted yields, greater granularity compared to various types of commercial lending and, thus, a more predictable earnings stream. During the transition of our commercial lending operation to our targeted specialty lending operations, we expect that, on an interim basis, our investment securities portfolio will expand. 

1

In connection with the discontinuance of our commercial loan portfolio and the resulting charge to earnings, an independent third party expert has provided a fair value analysis of the commercial loan portfolio for purposes of reflecting discontinued assets on our balance sheet. This analysis resulted in a valuation of the approximate $1.2 billion discontinued portfolio, and the related valuation adjustment and the operations of this segment are reflected in the quarterly loss of $16.8 million. This valuation is an estimate only, based on current circumstances and the actual sales price could be significantly greater or lesser than the estimate, which could materially affect results of operations in future quarters. We have commenced the process of seeking buyers for our commercial loan portfolio. The income and other financial statements segregate discontinued operations from continuing operations. While continuing operations exclude interest income on the commercial loan portfolio, that line item does not include any income from reinvestment of proceeds from the sale of the commercial loan portfolio. Based upon the current interest rate environment, our investment advisor has modeled portfolio reinvestment at a 1.75% yield; however, that yield could be materially more or less at the actual time of reinvestment, as a result of the then-current interest rate environment, the sectors in which we invest or other economic factors.  Book value at September 30, 2014 amounted to $9.45 compared to $9.39 at September 30, 2013. The Bank remains well capitalized.”

Financial Results

Bancorp reported net income from continuing operations of $1.5 million for third quarter 2014 compared to net income of $2.2 million from continuing operations in third quarter 2013, and respective diluted earnings per share of $.04 and $.06.

After discontinued operations, Bancorp reported net loss to common shareholders for the three months ended September 30, 2014 of $16.8 million, or loss per share of $0.45, based on 37,708,862weighted average shares outstanding, compared to net income available to common shareholders of $4.8 million, or diluted earnings per share of $0.13, based on 38,283,317 weighted average diluted shares outstanding, for the three months ended September 30, 2013.  The $16.8 million loss reflected a 51% effective income tax benefit based upon an estimated annualized tax rate.  That tax rate exceeds the 35% statutory tax rate primarily due to the impact of tax exempt municipal bond interest.

Conference Call Webcast

You may access the LIVE webcast of Bancorp's Quarterly Earnings Conference Call at 8:00 AM EDT Friday, October 31, 2014 by clicking on the webcast link on Bancorp's homepage at www.thebancorp.com. Or, you may dial 877.280.4962, access code 69319357.  You may listen to the replay of the webcast following the live call on Bancorp's investor relations website or telephonically until Friday, November 7, 2014 by dialing 888.286.8010, access code 19205886.

About Bancorp

The Bancorp, Inc. is a financial holding company that operates The Bancorp Bank, an FDIC-insured commercial bank that delivers a full array of financial services both directly and through private-label affinity programs.

Forward-Looking Statements

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

The Bancorp, Inc. Contact

Andres Viroslav

215-861-7990

aviroslav@thebancorp.com

2

The Bancorp, Inc.
Financial highlights
(unaudited)
	Three months ended					Nine months ended
	September 30,					September 30,
	2014			2013		2014			2013
	(dollars in thousands except per share data)
Condensed income statement
Net interest income	$	15,380		$	10,676	$	44,118		$	29,370
Provision for loan and lease losses		965			379		3,420			461
Non-interest income
Service fees on deposit accounts		1,640			1,238		4,146			3,296
Card payment and ACH processing fees		1,369			1,027		3,989			2,940
Prepaid card fees		12,307			10,177		38,673			33,682
Gain on sale of loans		2,772			4,739		13,468			12,665
Gain (loss) on sales of investment securities		(35	)		42		365			785
Other than temporary impairment of investment securities		-			-		-			(20	)
Leasing income		840			624		2,236			1,853
Debit card income		414			158		1,296			555
Affinity fees		649			722		1,851			2,428
Other non-interest income		299			449		1,217			1,936
Total non-interest income		20,255			19,176		67,241			60,120
Non-interest expense
Bank Secrecy Act and lookback consulting expenses		2,749			-		4,918			-
Other non-interest expense		30,386			26,384		93,437			74,686
Total non-interest expense		33,135			26,384		98,355			74,686
Income from continuing operations before income tax expense		1,535			3,089		9,584			14,343
Income tax expense		45			935		282			4,344
Net income from continuing operations		1,490			2,154		9,302			9,999
Net income (loss) from discontinued operations, net of tax		(18,295	)		2,634		(25,471	)		7,787
Net income (loss) available to common shareholders	$	(16,805	)	$	4,788	$	(16,169	)	$	17,786
Net income per share from continuing operations - basic	$	0.04		$	0.06	$	0.25		$	0.27
Net income (loss) per share from discontinued operations - basic	$	(0.49	)	$	0.07	$	(0.68	)	$	0.21
Net income (loss) per share - basic	$	(0.45	)	$	0.13	$	(0.43	)	$	0.48
Net income per share from continuing operations - diluted	$	0.04		$	0.06	$	0.25		$	0.26
Net income (loss) per share from discontinued operations - diluted	$	(0.49	)	$	0.07	$	(0.68	)	$	0.21
Net income (loss) per share - diluted	$	(0.45	)	$	0.13	$	(0.43	)	$	0.47
Weighted average shares - basic		37,708,862			37,440,838		37,698,759			37,359,230
Weighted average shares - diluted		37,708,862			38,283,317		37,698,759			37,978,108

3

Balance sheet	September 30,			June 30,			December 31,			September 30,
	2014			2014			2013			2013
	(dollars in thousands)
Assets:
Cash and cash equivalents
Cash and due from banks	$	9,913		$	13,288		$	31,890		$	30,056
Interest earning deposits at Federal Reserve Bank		430,117			441,422			1,196,515			657,618
Securities sold under agreements to resell		55,450			15,906			7,544			40,811
Total cash and cash equivalents		495,480			470,616			1,235,949			728,485
Investment securities, available-for-sale, at fair value		1,442,049			1,459,626			1,253,117			1,083,154
Investment securities, held-to-maturity		96,951			97,130			97,205			97,459
Loans held for sale, at fair value		136,115			154,474			69,904			25,557
Loans, net of deferred fees and costs		866,765			812,164			655,320			636,038
Allowance for loan and lease losses		(4,390	)		(4,082	)		(2,164	)		(2,516	)
Loans, net		862,375			808,082			653,156			633,522
Federal Home Loan Bank & Atlantic Central Bankers Bank stock		3,409			3,409			3,209			3,209
Premises and equipment, net		17,536			16,236			15,659			14,252
Accrued interest receivable		11,272			10,692			8,747			8,157
Intangible assets, net		6,573			6,988			7,612			6,253
Other real estate owned		725			-			-			-
Deferred tax asset, net		41,601			24,606			30,415			26,434
Assets held for sale		1,143,380			1,227,215			1,299,914			1,345,530
Other assets		39,046			36,089			31,178			28,271
Total assets	$	4,296,512		$	4,315,163		$	4,706,065		$	4,000,283
Liabilities:
Deposits
Demand and interest checking	$	3,412,593		$	3,424,719		$	3,585,241		$	2,923,591
Savings and money market		241,518			226,085			434,834			407,179
Time deposits		24			24			142			142
Time deposits, $100,000 and over		-			-			100			101
Total deposits		3,654,135			3,650,828			4,020,317			3,331,013
Securities sold under agreements to repurchase		21,496			17,481			21,221			22,057
Accrued interest payable		-			-			-			73
Subordinated debenture		13,401			13,401			13,401			13,401
Liabilities held for sale		227,898			231,587			253,203			238,614
Other liabilities		23,194			29,371			38,319			41,792
Total liabilities	$	3,940,124		$	3,942,668		$	4,346,461		$	3,646,950
Shareholders' equity:
Common stock - authorized, 50,000,000 shares of $1.00 par value; 37,808,862 and 37,720,945 shares issued at September 30, 2014 and 2013, respectively		37,809			37,809			37,721			37,721
Treasury stock (100,000 shares)		(866	)		(866	)		(866	)		(866	)
Additional paid-in capital		297,122			296,523			294,576			292,715
Retained earnings		10,955			27,763			27,615			20,291
Accumulated other comprehensive income		11,368			11,266			558			3,472
Total shareholders' equity		356,388			372,495			359,604			353,333
Total liabilities and shareholders' equity	$	4,296,512		$	4,315,163		$	4,706,065		$	4,000,283

4

Average balance sheet and net interest income	Three months ended September 30, 2014								Three months ended September 30, 2013
(dollars in thousands)	Average					Average			Average					Average
Assets:	Balance			Interest		Rate			Balance			Interest		Rate
Interest-earning assets:
Loans net of unearned fees and costs **	$	907,691		$	9,032		3.98	%	$	658,139		$	7,058		4.29	%
Leases - bank qualified*		16,706			218		5.22	%		17,894			260		5.81	%
Investment securities-taxable		1,029,544			5,311		2.06	%		837,700			4,057		1.94	%
Investment securities-nontaxable*		526,393			4,858		3.69	%		297,301			2,040		2.74	%
Interest earning deposits at Federal Reserve Bank		477,609			285		0.24	%		702,492			438		0.25	%
Federal funds sold/securities purchased under agreement to resell		31,153			105		1.35	%		44,289			157		1.42	%
Net interest earning assets		2,989,096			19,809		2.65	%		2,557,815			14,010		2.19	%
Allowance for loan and lease losses		(8,473	)							(4,850	)
Assets held for sale		1,227,796			12,689		4.13	%		1,355,442			13,618		4.02	%
Other assets		85,541								76,321
	$	4,293,960							$	3,984,728
Liabilities and Shareholders' Equity:
Deposits:
Demand and interest checking	$	3,389,692		$	2,233		0.26	%	$	2,881,927		$	1,999		0.28	%
Savings and money market		221,604			290		0.52	%		352,831			402		0.46	%
Total deposits		3,611,296			2,523		0.28	%		3,234,758			2,401		0.30	%
Repurchase agreements		18,396			13		0.28	%		19,771			13		0.26	%
Subordinated debt		13,401			116		3.46	%		13,401			115		3.43	%
Total deposits and interest bearing liabilities		3,643,093			2,652		0.29	%		3,267,930			2,529		0.31	%
Liabilities held for sale		272,220			112		0.16	%		369,576			177		0.19	%
Other liabilities		14,585								2,896
Total liabilities		3,929,898								3,640,402
Shareholders' equity		364,062								344,326
	$	4,293,960							$	3,984,728
Net interest income on tax equivalent basis*				$	29,734							$	24,922
Tax equivalent adjustment					1,776								805
Net interest income				$	27,958							$	24,117
Net interest margin *							2.81	%							2.53	%
* Full taxable equivalent basis using a 35% statutory tax rate.
** Includes loans held for sale.

5

Average balance sheet and net interest income	Nine months ended September 30, 2014								Nine months ended September 30, 2013
(dollars in thousands)	Average					Average			Average					Average
Assets:	Balance			Interest		Rate			Balance			Interest		Rate
Interest-earning assets:
Loans net of unearned fees and costs **	$	858,829		$	25,977		4.03	%	$	611,251		$	20,025		4.37	%
Leases - bank qualified*		17,756			708		5.32	%		15,376			668		5.79	%
Investment securities-taxable		1,037,344			15,804		2.03	%		785,973			11,345		1.92	%
Investment securities-nontaxable*		459,508			12,613		3.66	%		210,678			4,499		2.85	%
Interest earning deposits at Federal Reserve Bank		793,560			1,460		0.25	%		960,220			1,781		0.25	%
Federal funds sold/securities purchased under agreement to resell		28,612			296		1.38	%		32,897			279		1.13	%
Net interest-earning assets		3,195,609			56,858		2.37	%		2,616,395			38,597		1.97	%
Allowance for loan and lease losses		(3,492	)							(2,359	)
Assets held for sale		1,285,922			38,732		4.02	%		1,350,838			41,615		4.11	%
Other assets		96,627								75,955
	$	4,574,666							$	4,040,829
Liabilities and Shareholders' Equity:
Deposits:
Demand and interest checking	$	3,569,670		$	6,721		0.25	%	$	2,933,218		$	5,725		0.26	%
Savings and money market		271,621			976		0.48	%		349,437			1,222		0.47	%
Total deposits		3,841,291			7,697		0.27	%		3,282,655			6,947		0.28	%
Short-term borrowings		7			-		0.00	%		-			-		0.00	%
Repurchase agreements		17,262			37		0.29	%		17,545			39		0.30	%
Subordinated debt		13,401			344		3.42	%		13,401			433		4.31	%
Total deposits and interest bearing liabilities		3,871,961			8,078		0.28	%		3,313,601			7,419		0.30	%
Liabilities held for sale		308,465			410		0.18	%		375,131			605		0.22	%
Other liabilities		16,839								7,963
Total liabilities		4,197,265								3,696,695
Shareholders' equity		377,401								344,134
	$	4,574,666							$	4,040,829
Net interest income on tax equivalent basis*					87,102								72,188
Tax equivalent adjustment					4,662								1,808
Net interest income				$	82,440							$	70,380
Net interest margin *							2.59	%							2.41	%
* Fully taxable equivalent basis using a 35% statutory tax rate
** Includes loans held for sale.

6

Allowance for loan and lease losses:	Nine months ended						Year ended
	September 30,			September 30,			December 31,
	2014			2013			2013
	(dollars in thousands)
Balance in the allowance for loan and lease losses at beginning of period (1)	$	2,163		$	2,381		$	2,381
Loans charged-off:
SBA non real estate, student loan commercial and commercial mortgage		42			2			44
SBA construction		-			-			-
Direct lease financing		323			-			30
SBLOC and other consumer loans		846			354			446
Total		1,211			356			520
Recoveries:
SBA non real estate, student loan commercial and commercial mortgage		-			-			-
SBA construction		-			-			-
Direct lease financing		-			8			8
SBLOC and other consumer loans		18			22			53
Total		18			30			61
Net charge-offs		1,193			326			459
Provision charged to operations		3,420			461			241
Balance in allowance for loan and lease losses at end of period	$	4,390		$	2,516		$	2,163
Net charge-offs/average loans		0.14	%		0.05	%		0.07	%
Net charge-offs/average loans (annualized)		0.18	%		0.07	%		0.07	%
Net charge-offs/average assets		0.03	%		0.01	%		0.01	%
(1) Excludes activity from assets held for sale
Loan portfolio:	September 30,			June 30,			December 31,			September 30,
	2014			2014			2013			2013
	(dollars in thousands)
SBA non real estate and student loan commercial	$	96,079		$	97,445		$	53,391		$	59,325
SBA commercial mortgage		95,492			90,316			75,666			62,911
SBA construction		16,472			9,936			51			-
Total commercial loans		208,043			197,697			129,108			122,236
Direct lease financing		201,825			185,877			175,610			177,797
SBLOC and other consumer loans		448,497			420,421			345,703			331,697
		858,365			803,995			650,421			631,730
Unamortized loan fees and costs		8,400			8,169			4,899			4,308
Total loans, net of deferred loan fees and costs	$	866,765		$	812,164		$	655,320		$	636,038

         (1) Security backed lines of credit

7

Capital Ratios	Tier 1 capital	Tier 1 capital	Total capital
	to average assets	to risk-weighted assets	to risk-weighted assets
As of September 30, 2014
Bancorp	8.10%	12.95%	13.11%
The Bancorp Bank	7.51%	12.03%	12.19%
"Well capitalized" institution (under FDIC regulations)	5.00%	6.00%	10.00%
As of December 31, 2013
Bancorp	8.58%	14.57%	15.83%
The Bancorp Bank	6.72%	11.40%	12.66%
"Well capitalized" institution (under FDIC regulations)	5.00%	6.00%	10.00%

	Three months ended						Nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
Selected operating ratios:
Return on average assets (annualized)	nm				0.48	%	nm				0.59	%
Return on average equity (annualized)	nm				5.52	%	nm				6.91	%
Net interest margin		2.81	%		2.53	%		2.59	%		2.41	%
Book value per share	$	9.45		$	9.39		$	9.45		$	9.39
	September 30,			June 30,			December 31,			September 30,
		2014			2014			2013			2013
Asset quality ratios:
Nonperforming loans to total loans (1)		0.55	%		0.43	%		0.25	%		0.28	%
Nonperforming assets to total assets (1)		0.13	%		0.08	%		0.03	%		0.05	%
Allowance for loan and lease losses to total loans		0.51	%		0.50	%		0.33	%		0.40	%
Nonaccrual loans	$	4,495		$	3,413		$	1,524		$	1,602
Other real estate owned		725			-			-			-
Total nonperforming assets	$	5,220		$	3,413		$	1,524		$	1,602
Loans 90 days past due still accruing interest	$	264		$	119		$	110		$	204
	Three months ended
	September 30,			June 30,			December 31,			September 30,
		2014			2014			2013			2013
Gross dollar volume (GDV):
Prepaid card GDV	$	9,323,312		$	10,025,213		$	7,720,554		$	7,178,533
(1) Nonperforming loan and asset ratios include nonaccrual loans and loans 90 days past due still accruing interest.

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