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): December 3, 2008

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 incorporation)	(IRS Employer 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 7.01 Regulation FD Disclosure.

On December 3, 2008, The Bancorp, Inc. commenced a presentation to certain investors. The presentation materials are attached as exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Investor presentation presented on December 3, 2008.

Signature(s)

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: December 3, 2008	By:	/s/ Martin F. Egan
		Martin F. Egan
		Chief Financial Officer, Senior Vice President and Secretary

Exhibit Index

Exhibit No.	Description
EX-99.1	Investor presentation

EX-99.1

FBR Capital Markets Fall Investor Conference

December 3, 2008

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Exhibit 99.1

1

Forward Looking Statements

Safe

Harbor

Statement

under

the

Private

Securities

Litigation

Reform

Act

of

1995:

Statements

in

this

presentation

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

the

words

“may,”

“believe,”

“will,”

“expect,”

“anticipate,”

“estimate,”

“continue,”

or

similar

words.

For

further

discussion

of

these

risks

and

uncertainties,

see

The

Bancorp,

Inc.’s

filings

with

the

SEC,

including

the

“risk

factors”

section

of

The

Bancorp

Inc.’s

Annual

Report

on

Form10-K

for

the

year

ended

December

31,

2007.

These

risks

and

uncertainties

could

cause

actual

results

to

differ

materially

from

those

projected

in

the

forward-looking

statements.

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.

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2

The Bancorp, Inc. -

Overview

An FDIC-insured commercial bank with a branchless deposit strategy that delivers a full array of

commercial and consumer banking services both locally and nationally through private label banking

products

–

Experienced senior management team with significant inside ownership

–

300 Employees in 8 Offices

–

Highly scalable, national in scope, private label banking business focused on four lines of business where we

have achieved market leadership position by providing sponsorship, integrated payment solutions, and

banking services to firms outsized in comparison to us

Health Care

Wealth Management

Merchant Processing

Prepaid Issuing

–

Target market for commercial lending is the greater Philadelphia-Wilmington metropolitan area

Consists of the 12 counties surrounding Philadelphia and Wilmington including Philadelphia, Delaware, Chester,

Montgomery, Bucks and Lehigh Counties in Pennsylvania, New Castle County in Delaware and Mercer, Burlington,

Camden, Ocean and Cape May Counties in New Jersey

The Bancorp, Inc. is a

Delaware corporation with

a wholly owned subsidiary,

The Bancorp Bank.

3

Senior Management

Highly experienced senior management team with an aggregate of over 140 years of experience

providing middle market banking services

–

Management

has

a

significant

history

together

as

most

are

former

executives

of

a

prior

bank

which

was

sold

in November 1999

Inside ownership over 20.04% (fully diluted)

Senior management has a

significant ownership stake

in the company

Betsy Z. Cohen

Chairman & Chief Executive Officer

Frank M. Mastrangelo

President & Chief Operating Officer (The Bancorp, Inc.)

Martin F. Egan

Senior Vice President & Chief Financial Officer

Donald F. McGraw, Jr

Executive Vice President & Chief Credit Officer

Arthur M. Birenbaum

Executive Vice President, Commercial Lending

Scott R. Megargee

Executive Vice President, Consumer Lending

Peter Chiccino

Chief Information Officer (The Bancorp Bank)

Jeremy Kuiper

Managing Director (Stored Value Solutions)

4

Growth Engine

DEPOSITS

Private Label Banking: Capture stable, low-cost

core deposits

–

Health

Care

–

HSA

/

FSA

/

HRA

–

Merchant Processing

–

Prepaid Card Issuing

–

Asset Managers

–

DTC Eligible / ERISA Qualified account (MDA)

–

Safeharbor

IRA Rollovers

Generate low-cost core deposits through personal  

and business checking and savings accounts

through the community bank

–

Check 21 / Remote Deposit Capture

1. For the quarter ended September 30, 2008

Net Interest Margin of 3.28%

INCOME

Non-Interest Income:

Merchant Processing

& Debit Issuing Fees

LOANS

Originates high-credit quality, well collateralized

loans to local businesses and individuals

–

Commercial lending, commercial & residential real

estate, construction lending

Automobile Fleet Leasing

Private Label Banking (National)

–

Asset

Managers

–

generate

consumer

loans, 

HELOC’s,

installment

loans

and

securities

backed

loans

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1

5

Growth Engine: Lines of Business: Deposits

“Private-Label”

Banking

–

Provider of private label banking services for non-bank businesses

–

Access large customer groups at low acquisition costs

–

Private label partners derive from our four main sources:

Open-loop private label  debit cards (prepaid cards)

–

Generated over

$475 million in deposits as of 9/30/08

–

3rd largest open-loop debit issuer in the U.S.

Western Union, IDT, H&R Block, Higher One

–

Largest agent bank gift card issuer in the U.S.

Deluxe, Digital Insight

–

Extremely scalable operation -

over 15 million active cards

–

Industry

is

expected

to

grow

at

a

compound

annual

growth

rate

of

over

32%

between

2005

and

2009

Health Care

–

Scalable deposit gathering channel via HSA, HRA, and FSA accounts

–

Represents over $178 million in deposits as of  9/30/08

–

2nd

largest

FSA

issuing

portfolio

in

U.S.

with

over

1.8

million

cards

issued

–

6   largest HSA custodian in  U.S. with over 123,000 accounts

–

Currently 26 partners covering over 22 million insured lives

Independence Blue Cross; Blue Cross Blue Shield of Louisiana , Wage Works, Evolution Benefits

The Bancorp, Inc. employs

a multi-channel growth

strategy

th

6

Growth Engine: Lines of Business: Deposits

Private Client

–

Deposit and asset gathering channel

–

Currently have 24 partners representing approximately $110 billion of assets under management

Over 7,000 investment advisors serving more than 280,000 clients

SEI Investments, Legg Mason

–

Master

Demand

Account

(MDA)

-

DTC

Registered

/

ERISA

Qualified

bank

deposit

account

Trades on the DTC & NSCC like Money Market Mutual Fund

FDIC insurance passed through to 401(k) participant

Schwab, Matrix, Sunguard

–

Safeharbor

IRA Rollovers

Rollover Systems, WMSI

Merchant Processing

–

Deposit gathering and non-interest income channel

–

26   largest bank acquiring portfolio through 6/30/2008

–

Annualized processing volume in excess of $5 billion

–

3    party ACH originators, ISO Network (Independent Service Organizations)

BillMatrix; BankServ, Cash Systems, TSYS, Planet Payments

–

Over 300 private label partners

Remote Deposit Capture

–

Market leader in the industry

Distributed over 300 scanners

Processed over 170,000 transactions representing in excess of $600 million in deposits in 2008

The Bancorp, Inc. employs

a multi-channel growth

strategy

th

rd

7

Deposits

The Bancorp has

leveraged its private label

partnerships to grow core

deposits

Note: as of 9/30/08

8

Deposits: Core By Lines of Business

The Bancorp has

leveraged its private label

partnerships to grow core

deposits

Note: as of 9/30/08

9

Deposits: Private Label Deposits by Remaining

Contractual Term

The Bancorp has long term

(in many cases exclusive)

agreements in place with

its private label banking

partners.  90% of

agreements contain

provisions to automatically

renew at maturity.

Note: as of 9/30/08

10

Growth Engine: Lines of Business: Loans

Community Bank

Offers traditional community banking products and services

Leverages the business relationships developed during management

team’s tenure in banking

Targets highly fragmented Philadelphia-Wilmington banking market

Leasing Portfolio

–

Automobile Fleet Leasing Portfolio

Eastern Corridor

Average Transaction

–

8-15 automobiles

–

$350,000

Acquired Mears Leasing in January 2005

Private Client

–

Deposit and asset gathering channel

–

Currently have 24 partners representing approximately $110 billion of assets under management

SEI Investments, Legg Mason

–

Generates consumer loans,  HELOC’s, installment loans, and securities backed loans

–

Represents approximately 8% of loan portfolio at 09/30/08

The Bancorp, Inc. employs

a multi-channel growth

strategy

11

Loan Portfolio Growth

Since 2000, The Bancorp

has grown total loans at a

compound annual growth

rate of approximately 64%

Proven track record at originating high quality community bank loans

–

Loan/deposit ratio currently stands at above 100%

–

NPA/Assets: 0.78%

2000

2001

2002

2003

2004

2005

2006

2007

Commercial

4,172

$      

30,250

$      

36,037

$         

53,130

$         

89,327

$         

119,654

$       

199,397

$           

325,166

$           

Commercial Mortgage

1,149

37,939

71,016

89,772

140,755

190,153

327,639

369,124

Construction

318

4,441

9,400

29,026

97,239

168,149

275,079

307,614

Direct Financing Leases, net

20,352

25,405

30,958

38,405

44,795

81,162

92,947

89,519

Residential Mortgage

817

3,228

4,433

6,473

31,388

62,378

62,413

50,193

Consumer Loans and Other

1,149

4,336

10,815

14,989

24,894

61,017

108,374

144,882

Total Loans

27,957

$    

105,599

$    

162,659

$       

231,795

$       

428,398

$       

682,513

$       

1,065,849

$        

1,286,498

$        

Supplemental loan data (1):

31-Dec-07

30-Sep-08

Construction 1-4 family 

$167,485

$158,310

Construction commercial, acquisition

and development 

140,129

173,781

$307,614

$332,091

(1) Prior to December 31, 2007 Construction loans were reported as a single line item.

Note: as of 9/30/08

12

Credit Performance

Nine months ended

September 30,

December 31,

2008

2007

2006

2005

2004

2003

(dollars in thousands)

Balance in the allowance for loan and lease losses at

beginning of period

$        10,233

$   8,400

$ 5,513

$ 3,593

$ 1,991

$ 1,379

Loans charged-off:

Commercial

734

2,545

8

123

10

-

Lease financing

46

35

93

70

-

65

Construction

2,744

1,084

-

-

-

-

Consumer

9

8

-

2

20

9

Residential mortgage

192

-

-

-

-

-

Total

3,725

3,672

101

195

30

74

Recoveries:

Commercial

151

73

12

15

-

1

Lease financing

5

8

-

-

-

-

Construction

-

10

-

-

-

-

Consumer

4

14

1

-

-

-

Residential mortgage

-

-

-

-

-

-

Total

160

105

13

15

-

1

Net charge-offs (recoveries)

3,565

3,567

88

180

30

73

Provision charged to operations

8,800

5,400

2,975

2,100

1,632

685

Balance in allowance for loan and lease losses at end

of period

$        15,468

$ 10,233

$ 8,400

$ 5,513

$ 3,593

$ 1,991

Net charge-offs/average loans

0.26%

0.30%

0.01%

0.03%

0.01%

0.04%

13

Acquisitions

The Bancorp has utilized

acquisitions to augment its

organic growth strategy

Stored Value Solutions Business Acquisition

Mears Motor Livery Corp Acquisition

Deal Overview

Deal Overview

Target

Stored Value Solutions Business

Target

Mears Motor Livery Corp

Seller

Marshall Bankfirst

Corporation

Seller

Investor Group

Deal Type

Financial Technology Company

Deal Type

Specialty Finance Company

Announcement Date

Announcement Date

Announced Deal Value ($MM)

60.6

$          

Announced Deal Value ($MM)

5.0

$            

Status

Completed

Status

Completed

Completion Date

Completion Date

Deal Summary

Deal Summary

Consideration Breakout

Consideration Breakout

Cash ($MM)

48.5

$          

Cash ($MM)

1.0

$            

Common Stock ($MM)

12.1

$          

Common Stock ($MM)

4.0

$            

Common Stock Issued (shares)

722,733

Common Stock Issued (shares)

253,126

12/31/2004

1/3/2005

Wilmington, Del.-based Bancorp Inc. has acquired the Stored Value

Solutions

business

of

Minneapolis-based

Marshall

Bankfirst

Corp.

unit Sioux Falls, S.D.-based BankFirst. Stored Value Solutions

provides customized and secure program development and issuing

services to national stored value card program managers.

Wilmington, Del.-based Bancorp Inc. has acquired Orlando, FL-

based Mears Motor Livery Corporation from James C. Hartman and

Arrow Holdings. Mears is an automobile leasing business.

7/13/2007

11/30/2007

14

Selected Financial Information

For the  three

months

ended

For the year ended December 31,

Operating Ratios

9/30/2008

2007

2006

2005

2004

2003

Return on average assets

0.06%

1.04%

1.19%

1.02%

0.79%

0.41%

Return on average equity

0.92%

9.15%

8.90%

5.69%

3.94%

4.93%

Net interest margin

3.28%

3.90%

4.32%

4.57%

3.86%

3.77%

Efficiency ratio

72.20%

51.76%

51.72%

58.94%

80.78%

93.14%

Book value per share

$   11.78

$   12.01

$   10.76

$     9.80

$     9.32

$     6.43

Shareholders' equity (millions)

$ 172.80

$ 176.30

$ 148.90

$ 134.90

$ 121.40

$   21.70

15

Balance Sheet Growth

Since 2000, The Bancorp

has grown total assets at a

compound annual growth

rate of approximately 46%

86,166

1,750,495

$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

$1,400,000

$1,600,000

$1,800,000

$2,000,000

2000

2001

2002

2003

2004

2005

2006

2007

9/30/2008

Deposits

Loans

Assets

16

Net Interest Margin

Strong loan growth

coupled with the ability to

leverage deposit

relationships has

translated into TBBK’s

net

interest margin

17

Balance Sheet

Unaudited company financial statements

September 30,

2008

December 31,

(unaudited)

2007

ASSETS

77,233

$                

21,121

$        

2,566

20,254

36,485

40,783

Total cash and cash equivalents

116,284

82,158

85,659

122,215

30,447

-

1,469,615

1,286,789

(15,468)

(10,233)

1,454,147

1,276,556

7,009

6,660

7,539

9,686

50,135

50,173

11,256

12,006

18,466

8,928

Total assets

1,750,495

$          

1,568,382

$   

LIABILITIES

451,652

$             

242,164

$      

618,293

622,090

361,561

390,684

27,623

23,380

Total deposits

1,459,129

1,278,318

3,249

3,846

100,000

90,000

Long term borrowings

28,250

-

Subordinated debenture

13,401

13,401

2,796

4,865

1,353

1,693

Total liabilities

1,608,178

1,392,123

par value; issued and outstanding, 108,136 and  111,585

shares for September 30, 2008 and December 31, 2007, respectively

value; issued and outstanding shares 14,563,919 and 14,560,470 for

September 30, 2008 and December 31, 2007 , respectively

138,876

138,808

23,871

25,106

(4,547)

(2,216)

Total shareholders' equity

172,764

176,259

Total liabilities and shareholders' equity

1,780,942

$          

1,568,382

$   

Investment securities, Held-to-maturity

14,563

14,560

Loans, net

Intangible assets

Premises and equipment, net

Accrued interest receivable

Goodwill

Other liabilities

SHAREHOLDERS' EQUITY

Accrued interest payable

Other assets

Deposits

Time deposits

Demand (non-interest bearing)

Savings, money market and interest checking

Cash and due from banks

Interest bearing deposits

Federal funds sold

Cash and cash equivalents

(in thousands)

Investment securities, available-for-sale

Loans, net of deferred loan costs

Allowance for loan and lease losses

Accumulated other comprehensive loss

Securities sold under agreements to repurchase

Short term borrowings

Time deposits, $100,000 and over

Common stock -

authorized, 20,000,000 shares of $1.00 par

Retained earnings

Additional paid-in capital

Preferred stock -authorized 5,000,000 shares of $0.01

1

1

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18

Current Initiatives For Future Growth

Asset/Liability Generation

–

Affinity Group Relationships

Continue to leverage the economies of scale of internally developed systems to provide banking products through

affinity relationships

–

Stored Value Solutions Acquisition

Capitalize on the non-interest income and low-cost core deposits generated through the business

–

Community Bank

Continue to generate high quality loans and deposits in the highly fragmented Philadelphia/Wilmington marketplace

Operations

–

Leverage internally developed software to provide online and traditional banking products and services

Private label banking websites

–

Utilize

third

party

service

providers

to

capitalize

on

technical

capabilities

of

selected

vendors

Other Initiatives

Gain access to additional clearing platforms to increase distribution of the Master Demand Account, the NSCC / DTC

settling bank depository product sold to retirement administrators and retail brokerage firms as a cash sweep vehicle

Extend and expand  the Prepaid relationships by offering clients

commercial banking, EFT, acquiring, and other

depository services not previously offered via the channel

The Bancorp made

significant investments to

build or acquire platforms

that will generate and

support future growth

19

Summary

Experienced and proven management team

Attractive growth opportunities in multiple lines of business

Fee income and deposit growth through affinity, merchant

processing, and debit issuing relationships

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