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 31, 2005

Republic First Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-17007	23-2486815
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

1608 Walnut Street, Suite 1000, Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

(215)-735-4422

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year,

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 (see General Instruction A.2. below):

[ ]	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))

PHL:5115575.1/rep024-224353

Item 2.02Results of Operations and Financial Condition

On January 18, 2006, Republic First Bancorp, Inc. issued a press release announcing its results of operations and financial condition for the fiscal quarter ending December 31, 2005. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Report, including the exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

Item 9.01Financial Statements and Exhibits.

(c)	Exhibits
	99.1	Press Release issued January 18, 2006 regarding financial results for the fiscal quarter ended December 31, 2005.

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.

	REPUBLIC FIRST BANCORP, INC.
Dated: January 19, 2005	/s/ Paul Frenkiel
	Name: Paul Frenkiel
	Title: Chief Financial Officer

EX-99.1

NEWS RELEASE

FOR RELEASE IMMEDIATELY

Contact: Paul Frenkiel, CFO

(215) 735-4422 ext. 5255

REPUBLIC FIRST BANCORP, INC.

REPORTS 62% INCREASE IN FOURTH QUARTER EARNINGS;

59% INCREASE IN 2005 EARNINGS

Philadelphia, PA, January 18, 2006 - Republic First Bancorp, Inc. (NASDAQ:FRBK), (the “Company”) the holding company for Republic First Bank (PA), today reported fourth quarter 2005 earnings of $2.6 million, a 62% increase over the prior year fourth quarter. Total fourth quarter 2005 diluted earnings per share amounted to $.30 compared to $.19* per share for the prior year fourth quarter, a 58% increase. Total year to date earnings increased to $8.9 million in 2005, compared to $5.6 million for the prior year, an increase of 59%. Total year to date diluted earnings per share increased to $1.02 compared to $.66 in the prior year, a 55% increase. Average commercial and construction loans grew in excess of 26% and core deposits grew in excess of 17% in fourth quarter 2005 compared to the comparable prior year period.

President Harry Madonna stated, “We are very pleased with the improved earnings of the Company and look forward to continued growth. Earnings growth was due to the significant increase in commercial loans outstanding, and the increase in the spread between the interest income and the cost of funds. We anticipate continued improvement in all areas of the Company. We look forward to making continued earnings progress, and further increasing shareholder value.”

Total shareholders’ equity stood at $63.4 million with a book value per share of $7.44 at December 31, 2005, based on outstanding common shares of approximately 8.5 million. As of that date, the Company continued to be well capitalized.

Republic First Bank (PA) is a full-service, state-chartered commercial bank, whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC). The Bank provides diversified financial products through its nine offices located in Abington, Ardmore, Bala Cynwyd, East Norriton, Media and Philadelphia, Pennsylvania.

The Company may from time to time make written or oral “forward-looking statements”, including statements contained in this release and in the Company's filings with the Securities and Exchange Commission. These forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, estimates, and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company's control. The words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, and similar expressions are intended to identify forward-looking statements. All such statements are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

# # #

* Per share value amounts were restated to reflect the 12% stock dividend paid June 7, 2005.

Republic First Bancorp, Inc.
Condensed Income Statement
(Dollar amounts in thousands
except per share data)
(unaudited)
	Three Months Ended						Twelve Months Ended
	December 31						December 31
	2005			2004 (2)			2005		2004 (2)
Net Interest Income	$	7,772		$	5,991		$	29,158	$	18,851
Provision for Loan Losses		49			549			1,186		(314	) (1)
Other Income		808			1,042			3,614		4,466	(1)
Other Expenses		4,593			4,104			18,207		15,346
Income Taxes		1,342			773			4,486		2,694
Income From Continuing Operations		2,596			1,607			8,893		5,591
Income From Discontinued Operations, Net of Tax		-			1,083			-		3,349
Net Income	$	2,596		$	2,690		$	8,893	$	8,940
Diluted EPS From Continuing Operations	$	0.30		$	0.19	(3)	$	1.02	$	0.66	(3)(1)
Diluted EPS From Discontinued Operations, Net of Tax		-			0.12			-		0.39
Diluted EPS	$	0.30		$	0.31	(3)	$	1.02	$	1.05	(3)(1)
Republic First Bancorp, Inc.
Condensed Balance Sheet
(Dollar amounts in thousands)
(unaudited)
Assets		December 31,			December 31,
		2005			2004 (2)
Federal Funds Sold and Other Interest Bearing Cash	$	86,989		$	23,726
Investment Securities		44,161			49,160
Commercial and Other Loans		678,086			549,689
Allowance for Loan Losses		(7,617	)		(6,684	)
Other Assets		48,917			48,913
Total Assets	$	850,536		$	664,804
Liabilities and Shareholders' Equity:
Transaction Accounts	$	381,931		$	323,532
Time Deposit Accounts		265,912			187,152
FHLB Advances and Trust Preferred Securities		130,053			92,276
Other Liabilities		9,242			8,016
Shareholders' Equity		63,398			53,828
Total Liabilities and Shareholders' Equity	$	850,536		$	664,804

(1)	Prior year reflects impact of a $1.3 million one time award arising from a legal settlement in connection with a loan recovery.
(2)	Prior year has been adjusted to exclude the First Bank of Delaware,reflecting the spin off of that bank effective January 1, 2005.
(3)	Prior year earnings per share has been restated for the 12% stock dividend paid June 7, 2005.

Republic First Bancorp, Inc.
December 31, 2005
(unaudited)
	At or For the				At or For the
	Three Months Ended				Twelve Months Ended
	December 31,		December 31,		December 31,		December 31,
Financial Data:	2005		2004 (1)		2005		2004 (1)
Return on average assets on continuing operations	1.32	%	1.02	%	1.22	%	0.87	%   (2)
Return on average equity on continuing operations	16.60	%	12.14	%	15.22	%	10.93	%   (2)
Share information:
Book value per share	$7.44		$6.64		$7.44		$6.64
Shares o/s at period end, net of Treasury shares	8,526,000		8,104,000		8,526,000		8,104,000
Average diluted shares o/s	8,739,000		8,566,000		8,711,000		8,501,000
(1) Prior year amounts have been adjusted for the spin off of First Bank of Delaware effective Janaury 1, 2005.
(2) Prior year reflects impact of a $1.3 million one time award arising from a legal settlement in connection with a loan recovery.

Republic First Bancorp, Inc.
Press release 12/31/2005
(Dollars in thousands)
(unaudited)
Credit Quality Ratios:
	December 31			December 31
	2005			2004 (1)
Non-accrual and loans accruing,
but past due 90 days or more	$	3,423		$	4,854
Restructured loans		-			-
Total non-performing loans		3,423			4,854
OREO		137			137
Total non-performing assets	$	3,560		$	4,991
Non-performing loans as
a percentage of total loans		0.50	%		0.88	%
Nonperforming assets as
a percentage of total assets		0.42	%		0.75	%
Allowance for loan losses
to total loans		1.12	%		1.22	%
Allowance for loan losses
to total non-performing loans		222.52	%		137.70	%

(1) Prior year has been adjusted to exclude the First Bank of Delaware loans, reflecting the spin off of that bank effective January 1, 2005.

Republic First Bancorp, Inc.
Press release 12/31/2005
(Dollars in thousands )
(unaudited)
			Quarter-to-Date
			Average Balance Sheet
	Three months ended							Three months ended
	December 31, 2005							December 31, 2004 (1)
					Average							Average
Interest-Earning Assets:	Average				Yield/			Average				Yield/
	Balance		Interest		Cost			Balance		Interest		Cost
Commercial and other loans	$	658,405	$	11,984		7.22	%	$	521,606	$	8,675		6.60	%
Investment securities		62,441		622		3.98			49,924		472		3.78
Federal funds sold		20,864		215		4.09			9,439		63		2.65
Total interest-earning assets		741,710		12,821		6.86			580,969		9,210		6.29
Other assets		41,329							43,730
Total assets	$	783,039	$	12,821				$	624,699	$	9,210
Interest-bearing liabilities:
Interest-bearing deposits	$	521,017	$	3,912		2.98	%	$	382,157	$	2,001		2.08	%
Borrowed funds		101,163		1,137		4.46			87,995		1,218		5.49
Interest-bearing liabilities		622,180		5,049		3.22			470,152		3,219		2.72
Non-interest and
interest-bearing funding		712,829		5,049		2.81			563,660		3,219		2.27
Other liabilities:		8,183							8,523
Total liabilities		721,012							572,183
Shareholders' equity		62,027							52,516
Total liabilities &
shareholders' equity	$	783,039						$	624,699
Net interest income			$	7,772						$	5,991
Net interest margin						4.16	%						4.09	%
(1) Prior year has been adjusted to exclude the First Bank of Delaware, reflecting the spin off of that bank effective January 1, 2005.

Republic First Bancorp, Inc.
Press release 12/31/2005
(Dollars in thousands )
(unaudited)
			Year-to-Date
			Average Balance Sheet
	Twelve months ended							Twelve months ended
	December 31, 2005							December 31, 2004 (1)
					Average							Average
Interest-Earning Assets:	Average				Yield/			Average				Yield/
	Balance		Interest		Cost			Balance		Interest		Cost
Commercial and other loans	$	602,031	$	42,331		7.03	%	$	493,635	$	31,006		6.28	%
Investment securities		51,285		1,972		3.85			59,764		2,030		3.40
Federal funds sold		36,587		1,078		2.95			45,430		563		1.24
Total interest-earning assets		689,903		45,381		6.58			598,829		33,599		5.61
Other assets		41,238							42,433
Total assets	$	731,141	$	45,381				$	641,262	$	33,599
Interest-bearing liabilities:
Interest-bearing deposits	$	499,876	$	13,147		2.63	%	$	370,750	$	7,487		2.02	%
Borrowed funds		75,875		3,076		4.05			124,303		7,261		5.84
Interest-bearing liabilities		575,751		16,223		2.82			495,053		14,748		2.98
Non-interest and
interest-bearing funding		664,453		16,223		2.44			580,211		14,748		2.54
Other liabilities:		8,263							9,875
Total liabilities		672,716							590,086
Shareholders' equity		58,425							51,176
Total liabilities &
shareholders' equity	$	731,141						$	641,262
Net interest income			$	29,158						$	18,851
Net interest margin						4.23	%						3.15	%
(1) Prior year has been adjusted to exclude the First Bank of Delaware, reflecting the spin off of that bank effective January 1, 2005.