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): January 31, 2006

THE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	51018	23-3016517
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

405 Silverside Road, Wilmington, DE 19809

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (302) 385-5000

N/A

(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 communication 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 January 31, 2006, The Bancorp, Inc. issued a press release regarding its earnings for the three and twelve months ended December 31, 2005. A copy of the press release is furnished with this report as exhibit 99.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

EXHIBIT NUMBER	DESCRIPTION OF DOCUMENT
99	Press Release

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.
	By:	/s/    MARTIN F. EGAN
	Name:	Martin F. Egan
Date: February 2, 2006	Title:	Senior Vice President, Chief Financial Officer and Secretary

Exhibit Index

EXHIBIT NUMBER	DESCRIPTION OF DOCUMENT
99	Press Release

EX-99

Exhibit 99

The Bancorp, Inc. Reports Fourth Quarter 2005 Earnings

Wilmington, De – January 31, 2006 – The Bancorp, Inc. (“Bancorp”) (Nasdaq NM: TBBK)

Financial highlights:

• Net income before income tax expense increased by 335% to $11.6 million for the year ended December 31, 2005 from $2.7 million for the year ended December 31, 2004

• Net interest margin increased to 4.57% for the year ended December 31, 2005 from 3.86% in 2004

• Efficiency ratio decreased to 56.48% for the three months ended December 31, 2005 from 74.53% for the three months ended December 31, 2004

Bancorp, a financial holding company, reported net income available to common shareholders for the three months ended December 31, 2005 of $2.6 million, or $0.19 diluted earnings per share compared to net income available to common shareholders of $1.6 million, or $0.13 diluted earnings per share, for the three months ended December 31, 2004. Bancorp reported net income available to common shareholders for the twelve months ended December 31, 2005 of $6.3 million, or $0.48 diluted earnings per share compared to net income available to common shareholders for the twelve months ended December 31, 2004 of $2.6 million, or $0.24 diluted earnings per share.

At December 31, 2005, Bancorp’s total assets were $918.3 million, an increase of $342.0 million or 59.3% from December 31, 2004. Loans grew to $681.6 million, an increase of $253.7 million or 59.3% from those of December 31, 2004, and deposits grew to $732.6 million, an increase of $344.5 million or 88.8%, from deposits at December 31, 2004. Total common shares outstanding were 13,637,148 at December 31, 2005 and 11,888,061 at December 31, 2004.

Conference Call Webcast

Interested parties can access the LIVE webcast of Bancorp’s Quarterly Earnings Conference Call at 11:30 AM EDT on Tuesday, January 31, 2006 by clicking on the webcast link on Bancorp’s homepage at www.thebancorp.com. For those who are not available to listen to the live broadcast, the replay of the webcast will be available following the live call on Bancorp’s investor relations website and telephonically until Tuesday, February 7, 2006 by dialing 888-286-8010, access code 32566839.

About The Bancorp, Inc.

The Bancorp, Inc. is a bank holding company that operates The Bancorp Bank, an FDIC-insured commercial bank that delivers a full array of financial services and products both directly and through private-label affinity partner programs nationwide. The Bancorp Bank, through Philadelphia Private Bank, its regional community bank division, serves the needs of small and mid-size businesses and their principals in the Philadelphia-Wilmington region.

The Bancorp, Inc. Contact

Andres Viroslav

215-861-7990

andres.viroslav@thebancorp.com

The Bancorp, Inc.

Financial highlights

(unaudited)

	Three months ended December 31,						Twelve Months ended December 31,
	2005			2004			2005			2004
	(dollars in thousands except per share data)
Condensed income statement
Net interest income	$	9,572		$	5,447		$	32,159		$	17,596
Provision for loan and lease losses		500			650			2,100			1,632
Non-interest income		1,048			637			4,323			2,800
Non-interest expense		6,005			4,535			21,469			16,089
Net income from operations		4,115			899			12,913			2,675
Prepayment expense for the redemption of trust preferred subordinated debt		—			—			(1,285	)		—
Net income before income tax expense		4,115			899			11,628			2,675
Income tax expense (benefit)		1,422			(1,043	)		4,181			(1,043	)
Net income		2,693			1,942			7,447			3,718
Less preferred stock dividends and accretion		(20	)		(219	)		(598	)		(323	)
Income allocated to Series A preferred shareholders		(26	)		(170	)		(72	)		(817	)
Less preferred stock conversion dividend		—			—			(459	)		—
Net income available to common shareholders	$	2,647		$	1,553		$	6,318		$	2,578
Basic earnings per share	$	0.19		$	0.13		$	0.49		$	0.25
Diluted earnings per share	$	0.19		$	0.13		$	0.48		$	0.24
Weighted average shares - basic		13,586,489			11,887,496			12,805,690			10,307,441
Weighted average shares - diluted		14,072,525			11,953,766			13,199,925			10,416,980
	December 31, 2005			September 30, 2005			June 30, 2005			December 31, 2004
Condensed balance sheet
Assets
Federal funds sold	$	89,437		$	85,811		$	4,858		$	8,291
Investment securities		103,596			105,888			107,860			120,252
Loans		681,582			612,712			556,421			427,881
Allowance for loan and lease losses		(5,513	)		(5,075	)		(4,610	)		(3,593	)
Other assets		49,167			39,493			72,437			23,448
Total assets	$	918,269		$	838,829		$	736,966		$	576,279
Liabilities and shareholders’ equity
Transaction accounts		467,826			381,941		$	323,972		$	205,249
Time deposits		264,762			275,762			233,094			182,832
Total deposits		732,588			657,703			557,066			388,081
Other borrowings		46,908			45,546			45,252			60,052
Trust preferred subordinated debt		—			—			—			5,413
Other liabilities		3,826			2,487			3,964			1,331
Shareholder’s equity		134,947			133,093			130,684			121,402
Total liabilities and shareholders’ equity	$	918,269		$	838,829		$	736,966		$	576,279

Average condensed balance sheet	Fourth quarter average 2005			Third quarter average 2005			Second quarter average 2005			Fourth quarter average 2004
Assets
Federal funds sold	$	63,742		$	43,474		$	65,345		$	36,749
Investment securities		104,888			107,112			105,558			116,518
Loans		631,554			583,119			530,003			383,800
Allowance for loan and lease losses		(5,268	)		(4,805	)		(4,278	)		(3,050	)
Other assets		42,237			28,398			37,173			18,839
Total assets	$	837,153		$	757,298		$	733,801		$	552,856
Liabilities and shareholders’ equity
Transaction accounts	$	413,473		$	335,499		$	347,151		$	228,990
Time deposits		259,073			239,013			212,781			150,291
Total deposits		672,546			574,512			559,932			379,281
Other borrowings		28,492			48,178			43,322			47,769
Trust preferred											5,413
Other liabilities		2,176			2,109			3,324			392
Shareholders’ equity		133,939			132,499			127,223			120,001
Total liabilities and shareholders’ equity	$	837,153		$	757,298		$	733,801		$	552,856
Loan Portfolio
	December 31, 2005 Amount			September 30, 2005 Amount			June 30, 2005 Amount			December 31, 2004 Amount
Commercial	$	104,337		$	98,067		$	96,775		$	89,327
Commercial mortgage		205,470			187,040			167,185			140,755
Construction		168,149			156,442			133,962			97,239
Total commercial loans		477,956			441,549			397,922			327,321
Direct financing leases, net		81,162			74,895			73,863			44,795
Residential mortgage		62,378			46,183			47,115			31,388
Consumer loans and others		60,972			50,928			38,205			24,894
		682,468			613,555			557,105			428,398
Unamortized fees		(886	)		(843	)		(684	)		(517	)
Total loans, net of unamortized fees and costs	$	681,582		$	612,712		$	556,421		$	427,881
	Three months ended December 31,						Twelve months ended December 31,
	2005			2004			2005			2004
Selected operating ratios
Return on average assets		1.29	%		1.41	%		1.02	%		0.79	%
Return on average equity		8.04	%		6.47	%		5.69	%		3.94	%
Net interest margin		4.75	%		4.05	%		4.57	%		3.86	%
Efficiency ratio		56.48	%		74.53	%		62.47	%		80.78	%
Book value per share	$	9.80		$	9.32		$	9.80		$	9.32

	As of or for the period ended December 31,
Asset quality ratios	2005			2004
Nonperforming loans to total loans		0.08	%		0.05	%
Nonperforming assets to total assets		0.06	%		0.04	%
Allowance for loan and lease losses to total loans		0.81	%		0.84	%
Nonaccrual loans	$	—		$	205
Loans 90 days past due still accruing interest	$	538		$	23