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): April 23, 2010

Republic First Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation) 000-17007 (Commission File Number) 23-2486815 (I.R.S. Employer Identification No.)

50 South 16th Street, Suite 2400, Philadelphia, PA  19102

(Address of principal executive offices) (Zip code)

(215)-735-4422

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K 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
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 2.02 Results of Operations and Financial Condition.

On April 23, 2010, Republic First Bancorp, Inc. issued a press release announcing its results of operations and financial condition at and for the three months ended March 31, 2010.  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 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this Form 8-K:

Exhibit No.	Description
99.1	Press Release issued April 23, 2010 regarding financial results for the quarter ended March 31, 2010.

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.
Date:  April 23, 2010	By:	/s/ Frank A. Cavallaro Frank A. Cavallaro Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued April 23, 2010 regarding financial results for the quarter ended March 31, 2010.

EX-99.1

Exhibit 99.1

  News Release Republic First Bancorp, Inc. April 23, 2010

REPUBLIC FIRST BANCORP, INC. REPORTS FIRST QUARTER 2010 FINANCIAL RESULTS

Philadelphia, PA, April 23, 2010 (PR Newswire) – Republic First Bancorp, Inc. (NASDAQ: FRBK), the holding company for Republic First Bank, today announced its financial results for the period ending March 31, 2010.

During the first quarter of 2010, the Company recorded a net loss of $3.9 million, or $0.37 per share, compared to a net loss of $2.4 million, or $0.23 per share, for the fourth quarter 2009.

“Our first quarter was negatively impacted by increases in reserves and charge-offs related to our loan portfolio to strengthen our balance sheet, along with increases in personnel cost required to execute our strategic plan,” said Harry D. Madonna, the Company’s Chairman and Chief Executive Officer.  “We continue to be well capitalized.”

During the first quarter of 2010, the Company announced that the merger agreement with Metro Bank had been terminated due to the uncertainty over regulatory approvals. “While we believe the merger would have accelerated our strategic plan for growth, rebranding and retail banking, we will continue our efforts to focus on positioning our organization to take advantage of the growth opportunities that will arise from the consolidation and disruption of service in the banking industry. With a strong management team in place, we have already made great strides toward the enhancement of retail banking focused relationships. We have renovated most of our existing stores and continue to seek out locations for future sites that will be customer centric to the needs of the Delaware Valley,” said Madonna.

Highlights

Ø   The first quarter results include a $5.5 million provision for loan losses which reflects reserve building to bolster our balance sheet and accelerate the remix of our loan portfolio.

Ø   Allowance for loan losses to gross loans increased to 2.02%

Ø   Total loans outstanding decreased by 10% to $665.7 million at March 31, 2010 compared to $741.8 million at March 31, 2009 as a result of the continuing effort to reduce exposure to commercial real estate and strengthen the loan portfolio.

Ø   The Company continues to reposition its balance sheet and focus on low cost deposit growth.

Ø   Core deposits increased by $155.5 million, or 29%, during the twelve month period ended March 31, 2010.

Ø   The cost of funds decreased to 1.38% for the first quarter 2010 compared to 2.09% for the first quarter 2009.

Ø   Capital levels remain strong with a Total Risk-Based Capital ratio of 12.49% and a Tier I Leverage Ratio of 8.94% at March 31, 2010.

Ø   With the addition of new talent, products, and services the Company continues to strengthen itself for competitive growth and performance.

Income Statement

The Company reported a net loss of $3.9 million, or $0.37 per share, for the three months ended March 31, 2010, compared to a net loss of $2.4 million, or $0.23 per share in the prior quarter and a net loss of $3.8 million, or $0.35 per share, for the three months ended March 31, 2009. The first quarter 2010 loss was attributable to a provision for loan losses in the amount of $5.5 million.  In addition, the Company recorded expenditures of $1.0 million associated with the termination of the merger agreement with Metro Bancorp, Inc. related to legal fees, underwriting services and other costs.

Net interest income was $7.4 million for the first quarter 2010 compared to $6.9 million for the first quarter 2009. The net interest margin increased to 3.38% for the first quarter 2010 compared to 3.23% for the first quarter of 2009.

Balance Sheet

(dollars in thousands)					%					%
	3/31/10		3/31/09		Change			12/31/09		Change
Total assets	$	967,507	$	911,380		6	%	$	1,008,642		(4	%)
Total loans (net)		665,711		741,822		(10	%)		680,977		(2	%)
Total deposits		846,232		779,128		9	%		882,894		(4	%)
Total core deposits*		689,996		534,450		29	%		719,319		(4	%)
* Core deposits equal total deposits less public and brokered certificates of deposit

The Company’s ongoing effort to remix and strengthen its balance sheet continues to show progress. Net loans decreased to $665.7 million as of March 31, 2010, as the Company continues to reduce concentrations in the commercial real estate portfolio. Core deposits grew by 29% to $690.0 million as of March 31, 2010 compared to $534.5 million at March 31, 2009. Liquidity remained strong as the Company decreased its dependence on outside borrowings, while increasing cash and investment securities balances by $109.6 million as of March 31, 2010 when compared to March 31, 2009. These changes are the direct result of the strong growth in core deposits over that period of time.

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Core Deposits

Core deposits by type of account are as follows:

(dollars in thousands)													1st Qtr 2010
					%					%			Cost of
	3/31/10		3/31/09		Change			12/31/09		Change			Funds
Demand noninterest-bearing	$	138,842	$	87,849		58	%	$	125,618		11	%		0.00	%
Demand interest-bearing		45,587		38,448		19	%		52,919		-14	%		0.67	%
Money market and savings		311,792		253,101		23	%		327,103		-5	%		1.38	%
Certificates of deposit		193,775		155,052		25	%		213,679		-9	%		2.11	%
Total core deposits	$	689,996	$	534,450		29	%	$	719,319		-4	%		1.29	%

Core deposits, which exclude all public and brokered certificates of deposit, increased to $690.0 million at March 31, 2010, an increase of $155.5 million, or 29%, from March 31, 2009 and a decrease of $29.3 million, or 4%, compared to December 31, 2009. We believe core deposits are the appropriate measure of deposits gathered through our store network.

Lending

The following table sets forth the composition of the Company’s loan portfolio at the dates indicated.

(dollars in thousands)
			% of					% of					% of
	3/31/10		Total			3/31/09		Total			12/31/09		Total
Commercial	$	86,326		13	%	$	93,268		12	%	$	88,926		13	%
Owner Occupied		83,500		12	%		71,708		10	%		85,481		12	%
Total Commercial		169,826		25	%		164,976		22	%		174,407		25	%
Consumer & Residential		21,518		3	%		22,572		3	%		22,359		3	%
Commercial Real Estate		488,092		72	%		562,708		75	%		497,052		72	%
Gross loans	$	679,436		100	%	$	750,256		100	%	$	693,818		100	%

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Asset Quality

The Company’s asset quality ratios are highlighted below:

	Quarter Ended
	3/31/10	3/31/09	12/31/09
Nonperforming assets / total assets	4.94%	3.10%	3.93%
Net loan charge-offs / average total loans	2.74%	2.51%	0.46%
Allowance for loan losses / gross loans	2.02%	1.12%	1.85%
Allowance for loan losses / non-performing loans	37.37%	46.22%	49.32%
Nonperforming assets / capital and reserves	60.54%	33.28%	47.70%

Non-performing assets were $47.8 million, or 4.94% of total assets, as of March 31, 2010 compared to $39.6 million, or 3.93%, of total assets at December 31, 2009 and $28.3 million, or 3.10%, of total assets at March 31, 2009. The Company recorded a provision for loan losses of $5.5 million during the three months ended March 31, 2010, compared to a provision of $4.8 million for the quarter ended March 31, 2009. The allowance for loan losses as a percentage of total loans was 2.02% as of March 31, 2010, compared to 1.12% one year ago.

Capital

The Company’s capital regulatory ratios at March 31, 2010 were as follows:

	Republic First	Regulatory Guidelines
	Bancorp, Inc.	"Well Capitalized"
Leverage Ratio	8.94%	5.00%
Tier I Risk Based Capital	11.21%	6.00%
Total Risk Based Capital	12.49%	10.00%

Total shareholders’ equity was $65.2 million at March 31, 2010 which represented a book value per share of $6.18, based on common shares outstanding of approximately 10.6 million.

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About Republic First Bank

Republic First Bank is a full-service, state-chartered commercial bank, whose deposits are insured up to the applicable limits by the Federal Deposit Insurance Corporation (FDIC). The Bank provides diversified financial products through its twelve offices located in Abington, Ardmore, Bala Cynwyd, Plymouth Meeting, Media and Philadelphia, Pennsylvania and Voorhees, New Jersey.

Forward Looking Statements

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. These factors include competition, timing, credit risks of lending activities, changes in general economic conditions, price pressures on loan and deposit products, and other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. 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, except as may be required by applicable law or regulations.

Source:

Republic First Bancorp, Inc.

Contact:

Frank A. Cavallaro, CFO

(215) 735-4422

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Republic First Bancorp, Inc.
Selected Consolidated Financial Data
(Unaudited)
							Three months ended
							%						%
(dollars in thousands, except per share amounts)	3/31/10			12/31/09			Change			3/31/09			Change
Income Statement Data:
Net interest income	$	7,409		$	6,960			6	%	$	6,858			8	%
Provision for loan losses		5,500			1,000			450	%		4,800			15	%
Non-interest income (loss)		475			(1,205	)		(139	%)		652			27	%
Total revenues		7,884			5,755			37	%		7,510			5	%
Non-interest expenses		8,405			8,555			(2	%)		8,485			(1	%)
Provision (benefit) for income taxes		(2,159	)		(1,368	)		58	%		(2,015	)		(7	%)
Net income (loss)		(3,862	)		(2,432	)		59	%		(3,760	)		(3	%)
Per Common Share Data:
Net income (loss): Basic	$	(0.37	)	$	(0.23	)		61	%	$	(0.35	)		(6	%)
Net income (loss): Diluted		(0.37	)		(0.23	)		61	%		(0.35	)		(6	%)
Book Value	$	6.18		$	6.59					$	7.19
Weighted average shares outstanding:
Basic		10,578			10,666						10,631
Diluted		10,578			10,666						10,631
Balance Sheet Data:
Total assets	$	967,507		$	1,008,642			(4	%)	$	911,380			6	%
Loans (net)		665,711			680,977			(2	%)		741,822			(10	%)
Allowance for loan losses		13,725			12,841			7	%		8,434			63	%
Investment securities		183,400			192,395			(5	%)		86,444			112	%
Total deposits		846,232			882,894			(4	%)		779,128			9	%
Core deposits*		689,996			719,319			(4	%)		534,450			29	%
Public and brokered certificates of deposit		156,236			163,575			(4	%)		244,678			(36	%)
Other borrowed money		25,000			25,000			-			25,000			-
Subordinated debt		22,476			22,476			-			22,476			-
Stockholders' equity		65,182			70,264			(7	%)		76,487			(15	%)
Capital:
Stockholders' equity to total assets		6.74	%		6.97	%					8.39	%
Leverage ratio		8.94	%		9.36	%					9.53	%
Risk based capital ratios:
Tier 1		11.21	%		11.89	%					12.35	%
Total Capital		12.49	%		13.14	%					13.39	%
Performance Ratios:
Cost of funds		1.38	%		1.63	%					2.09	%
Deposit cost of funds		1.22	%		1.49	%					2.01	%
Net interest margin		3.38	%		3.01	%					3.23	%
Return on average assets		(1.61	%)		(0.97	%)					(1.66	%)
Return on average total stockholders' equity		(22.68	%)		(13.38	%)					(19.41	%)
Asset Quality
Net charge-offs to average loans outstanding		2.74	%		0.46	%					2.51	%
Nonperforming assets to total period-end assets		4.94	%		3.93	%					3.10	%
Allowance for loan losses to total period-end loans		2.02	%		1.85	%					1.12	%
Allowance for loan losses to nonperforming loans		37.37	%		49.32	%					46.22	%
Nonperforming assets to capital and reserves		60.54	%		47.70	%					33.28	%
* Core deposits equal total deposits less public and brokered certificates of deposit

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Republic First Bancorp, Inc.  Average Balances and Net Interest Income
(unaudited)
	For the three months ended			For the three months ended			For the three months ended
(dollars in thousands)	March 31, 2010			December 31, 2009			March 31, 2009
		Interest			Interest			Interest
	Average	Income/	Yield/	Average	Income/	Yield/	Average	Income/	Yield/
	Balance	Expense	Rate	Balance	Expense	Rate	Balance	Expense	Rate
Interest-earning assets:
Federal funds sold and other
interest-earning assets	$    22,840	$           20	0.36%	$  101,795	$           68	0.27%	$      5,381	$             3	0.23%
Securities	190,738	1,716	3.60%	127,672	1,298	4.07%	90,966	1,190	5.23%
Loans receivable	683,846	8,759	5.19%	695,391	9,385	5.35%	770,562	9,990	5.26%
Total interest-earning assets	897,424	10,495	4.74%	924,858	10,751	4.61%	866,909	11,183	5.23%
Other assets	73,516			66,143			49,574
Total assets	$  970,940			$  991,001			$  916,483
Interest-bearing liabilities:
Demand non interest-bearing	$  125,400			$  101,446			$    77,527
Demand interest-bearing	49,506	$           82	0.67%	53,834	$           92	0.68%	42,087	$           65	0.63%
Money market & savings	307,862	1,050	1.38%	320,613	1,417	1.75%	226,663	1,101	1.97%
Time deposits	360,796	1,405	1.58%	386,616	1,730	1.78%	394,742	2,501	2.57%
Total deposits	843,564	2,537	1.22%	862,509	3,239	1.49%	741,019	3,667	2.01%
Total interest-bearing deposits	718,164	2,537	1.43%	761,063	3,239	1.69%	663,492	3,667	2.24%
Other borrowings	48,586	489	4.08%	47,476	495	4.14%	87,726	603	2.79%
Total interest-bearing liabilities	$  766,750	$      3,026	1.60%	$  808,539	$      3,734	1.83%	$  751,218	$      4,270	2.31%
Total deposits and
other borrowings	892,150	3,026	1.38%	909,985	3,734	1.63%	828,745	4,270	2.09%
Non interest-bearing liabilities	9,716			8,893			9,184
Shareholders' equity	69,074			72,123			78,554
Total liabilities and
shareholders' equity	$  970,940			$  991,001			$  916,483
Net interest income		$      7,469			$      7,017			$      6,913
Net interest spread			3.14%			2.78%			2.92%
Net interest margin			3.38%			3.01%			3.23%
The above tables are presented on a tax equivalent basis.

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Republic First Bancorp, Inc.
Summary of Allowance for Loan Losses and Other Related Data
(unaudited)
				Three months ended
(dollars in thousands)	3/31/10			12/31/09			3/31/09
Balance at beginning of period	$	12,841		$	12,644		$	8,409
Provisions charged to operating expense		5,500			1,000			4,800
		18,341			13,644			13,209
Recoveries on loans charged-off:
Commercial		150			-			-
Tax refund loans		-			-			-
Consumer		-			-			-
Total recoveries		150			-			-
Loans charged-off:
Commercial		(4,766	)		(803	)		(4,775	)
Tax refund loans		-			-			-
Consumer		-			-			-
Total charged-off		(4,766	)		(803	)		(4,775	)
Net charge-offs		(4,616	)		(803	)		(4,775	)
Balance at end of period	$	13,725		$	12,841		$	8,434
Net charge-offs as a percentage of
average loans outstanding		2.74	%		0.46	%		2.51	%
Allowance for loan losses as a percentage of
period-end loans		2.02	%		1.85	%		1.12	%

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Republic First Bancorp, Inc.
Summary of Non-Performing Loans and Assets
(unaudited)
	March 31,			December 31,			September 30,			June 30,			March 31,
(dollars in thousands)	2010			2009			2009			2009			2009
Non-accrual loans:
Commercial real estate	$	36,144		$	25,449		$	17,997		$	15,262		$	14,882
Consumer and other		582			585			588			600			607
Total non-accrual loans		36,726			26,034			18,585			15,862			15,489
Loans past due 90 days or more
and still accruing		-			-			-			-			2,759
Renegotiated loans		-			-			-			-			-
Total non-performing loans		36,726			26,034			18,585			15,862			18,248
Other real estate owned		11,044			13,611			10,847			10,016			10,016
Total non-performing assets	$	47,770		$	39,645		$	29,432		$	25,878		$	28,264
Non-performing loans to total loans		5.41	%		3.75	%		2.62	%		2.12	%		2.43	%
Non-performing assets to total assets		4.94	%		3.93	%		3.09	%		2.76	%		3.10	%
Non-performing loan coverage		37.37	%		49.32	%		68.03	%		101.10	%		46.22	%
Allowance for loan losses as a percentage
of total period-end loans		2.02	%		1.85	%		1.78	%		2.14	%		1.12	%
Non-performing assets/capital plus
allowance for loan losses		60.54	%		47.70	%		34.45	%		29.63	%		33.28	%

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