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): October 21, 2010

REPUBLIC FIRST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-17007		23-2486815
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
50 South 16th Street, Suite 2400, Philadelphia, PA  19102
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (215)-735-4422

N/A

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 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 21, 2010, Republic First Bancorp, Inc. issued a press release announcing its results of operations and financial condition at and for the quarter ended September 30, 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.

(d)           Exhibits.

99.1 Press Release issued on October 21, 2010 regarding financial results for the quarter ended September 30, 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: October 22, 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 on October 21, 2010 regarding financial results for the quarter ended September 30, 2010.

EX-99.1

Exhibit 99.1

  News Release Republic First Bancorp, Inc. October 21, 2010

REPUBLIC FIRST BANCORP, INC. REPORTS PROFIT FOR THIRD QUARTER 2010

Philadelphia, PA, October 21, 2010 (PR Newswire) – Republic First Bancorp, Inc. (NASDAQ: FRBK), the holding company for Republic Bank, today announced its financial results for the period ended September 30, 2010.

During the third quarter of 2010, the Company recorded net income of $68,000, or $0.00 per share, compared to a net loss of $7.1 million, or $0.60 per share, for the second quarter of 2010 and net income of $ 185,000, or $0.02 per share, for the third quarter of 2009.

“We are encouraged by the signs of stabilization in asset quality within our loan portfolio,” said Harry D. Madonna, the Company’s Chairman and Chief Executive Officer.  “Non-performing loans decreased by 7% during the current quarter and we believe that our strategy to reduce non-performing assets will continue to demonstrate progress in the near term.”

During the third quarter of 2010, the Company completed the process of rebranding to the name Republic Bank.  “We are very pleased with the progress we’ve made with the deployment of our new retail focused strategy,” said Madonna. “Every day we are turning Customers into Fans and continuing to prove that the Power of Red is back.”

Highlights

Ø   Non-performing loans decreased by $3.5 million, or 7%, to $48.3 million at September 30, 2010 compared to $51.8 million at June 30, 2010.

Ø   Successfully opened a new store in Haddonfield, New Jersey during the third quarter of 2010 which is already exceeding deposit growth expectations.

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

Ø   Core deposits increased by $54.8 million, or 8%, during the twelve month period ended September 30, 2010.

Ø   The net interest margin increased to 3.75% for the third quarter of 2010 compared to 3.42% for the second quarter of 2010 and 3.13% for the third quarter of 2009. The cost of funds decreased to 1.13% for the third quarter of 2010 compared to 1.24% for the second quarter of 2010 and 1.83% for the third quarter of 2009.

Ø   Capital levels remain strong with a Total Risk-Based Capital ratio of 14.58% and a Tier I Leverage Ratio of 10.96% at September 30, 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 net income of $68,000, or $0.00 per share, for the three months ended September 30, 2010, compared to a net loss of $7.1 million, or $0.60 per share, for the three months ended June 30, 2010 and net income of $185,000, or $0.02 per share, for the three months ended September 30, 2009.

Net interest income increased to $7.9 million for the third quarter of 2010 compared to $7.5 million for the second quarter of 2010 and $6.8 million for the third quarter of 2009 primarily due to a reduction in the cost of funds. The net interest margin increased to 3.75% for the third quarter of 2010 compared to 3.42% for the second quarter of 2010 and 3.13% for the third quarter of 2009. The Company continues to make progress in the growth of low cost core deposits.

Balance Sheet

The major components of the balance sheet are as follows (dollars in thousands):

Description	September 30, 2010		September 30, 2009		% Change			June 30, 2010		% Change
Total assets	$	946,657	$	952,451		(1	%)	$	934,303		1	%
Total loans (net)		625,071		697,073		(10	%)		658,812		(5	%)
Total deposits		825,134		823,638		0	%		805,211		2	%
Total core deposits *		705,659		650,823		8	%		681,765		4	%

*  Core deposits represent total deposits less public and brokered certificates of deposit

Net loans decreased to $625.1 million as of September 30, 2010, as the Company continues to reduce exposure in the commercial real estate loan portfolio.  Core deposits grew by 8% to $705.7 million as of September 30, 2010 compared to $650.8 million at September 30, 2009 primarily as a result of the retail-focused model that the Company has initiated.

Liquidity remained strong as the Company continues to decrease its dependence on outside borrowings, while increasing cash and investment securities balances by $56.2 million as of September 30, 2010 when compared to September 30, 2009. These changes are attributable to the strong growth in core deposits over that period of time.

2

Core Deposits

Core deposits by type of account are as follows (dollars in thousands):

Description	September 30, 2010		September 30, 2009		% Change			June 30, 2010		% Change			3rd Qtr 2010 Cost of Funds
Demand noninterest-bearing	$	111,908	$	92,017		22	%	$	117,169		(4	%)		0.00	%
Demand interest-bearing		62,536		47,418		32	%		64,636		(3	%)		0.79	%
Money market and savings		335,046		303,111		11	%		311,790		7	%		1.06	%
Certificates of deposit		196,169		208,277		(6	%)		188,170		4	%		1.86	%
Total core deposits	$	705,659	$	650,823		8	%	$	681,765		4	%		1.09	%

Core deposits, which exclude all public and brokered certificates of deposit, increased to $705.7 million at September 30, 2010, an increase of $54.8 million, or 8%, from September 30, 2009.  We believe core deposits are the appropriate measure of deposits gathered through our store network.

Lending

Loans by type of customer are as follows (dollars in thousands):

Description	September 30, 2010		% of Total			September 30, 2009		% of Total			June 30, 2010		% of Total
Commercial	$	79,118		13	%	$	85,881		12	%	$	92,500		14	%
Owner-occupied		72,723		11	%		78,527		11	%		84,507		13	%
Total commercial		151,841		24	%		164,408		23	%		177,007		27	%
Consumer & residential		22,070		3	%		20,586		3	%		21,756		3	%
Commercial real estate		462,049		73	%		524,723		74	%		470,325		70	%
Total loans	$	635,960		100	%	$	709,717		100	%	$	669,088		100	%

We continue to thoroughly review the underlying collateral values and guarantees behind the loan portfolio and assess the adequacy of the loan loss reserve as a result of such reviews.

3

Asset Quality

The Company’s asset quality ratios are highlighted below:

Ratio	September 30, 2010			September 30, 2009			June 30, 2010
Nonperforming assets/total assets		6.23	%		3.09	%		6.69	%
Net loan charge-offs/average total loans		0.05	%		1.92	%		8.38	%
Allowance for loan losses/gross loans		1.71	%		1.78	%		1.54	%
Allowance for loan losses/non-performing loans		23	%		68	%		20	%
Nonperforming assets/capital and reserves		58	%		34	%		63	%

Non-performing assets were $59.0 million, or 6.23% of total assets, as of September 30, 2010 compared to $62.5 million, or 6.69%, of total assets at June 30, 2010 and $29.4 million, or 3.09%, of total assets at September 30, 2009. The Company recorded a provision for loan losses of $700,000 during the three months ended September 30, 2010, compared to a provision of $10.8 million for the three months ended June 30, 2010 and $150,000 for the three months ended September 30, 2009. The allowance for loan losses as a percentage of total loans was 1.71% as of September 30, 2010, compared to 1.54% as of June 30, 2010 and 1.78%  as of September 30, 2009.

Capital

The Company’s capital regulatory ratios at September 30, 2010 were as follows:

	Republic First Bancorp, Inc.			Regulatory Guidelines “Well Capitalized”
Leverage Ratio		10.96	%		5.00	%
Tier 1 Risk Based Capital		13.33	%		6.00	%
Total Risk Based Capital		14.58	%		10.00	%

Total shareholders’ equity was $90.2 million at September 30, 2010 which represented a book value per share of $3.47, based on common shares outstanding of approximately 26.0 million.

The Company, along with its banking subsidiary, continue to maintain strong capital ratios and are considered well capitalized under the regulatory guidelines as required by federal banking agencies.

4

About Republic Bank

Republic 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 thirteen offices located in Abington, Ardmore, Bala Cynwyd, Plymouth Meeting, Media and Philadelphia, Pennsylvania and Voorhees and Haddonfield, 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.  The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements.  For example, risks and uncertainties can arise with changes in: general economic conditions, including their impact on capital expenditures; new service and product offerings by competitors and price pressures; and similar items.  You should carefully review the risk factors described in the Form 10-Q for the quarter ended March 31, 2010 and other documents the Company files from time to ti me with the Securities and Exchange Commission. The words “may”, “believes,” “expect,” “estimate,” “project,” “anticipate,” “should,” “intend,” “probability,” “risk,” “target,” “objective,” and similar expressions or variations on such 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 U.S. 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

5

Republic First Bancorp, Inc.
Selected Consolidated Financial Data
(Unaudited)
	Three months ended															Nine months ended
							%						%									%
(dollars in thousands, except per share amounts)	9/30/10			6/30/10			Change			9/30/09			Change			9/30/10			9/30/09			Change
Income Statement Data:
Net interest income	$	7,921		$	7,511			5	%	$	6,805			16	%	$	22,841		$	20,455			12	%
Provision for loan losses		700			10,750			(93	%)		150			367	%		16,950			13,200			28	%
Non-interest income		521			254			105	%		250			(108	%)		1,250			1,284			(3	%)
Total revenues		8,442			7,765			9	%		7,055			20	%		24,091			21,739			11	%
Non-interest expenses		7,718			7,953			(3	%)		6,700			15	%		24,076			22,404			7	%
Provision (benefit) for income taxes		(44	)		(3,883	)		(99	%)		20			320	%		(6,086	)		(4,855	)		(25	%)
Net income (loss)		68			(7,055	)		(101	%)		185			63	%		(10,849	)		(9,010	)		(20	%)
Per Common Share Data:
Net income (loss): Basic	$	-		$	(0.60	)		(100	%)	$	0.02			100	%	$	(0.67	)	$	(0.85	)		21	%
Net income (loss): Diluted		-			(0.60	)		(100	%)		0.02			100	%		(0.67	)		(0.85	)		21	%
Book Value	$	3.47		$	3.47					$	6.82					$	3.47		$	6.82
Weighted average shares outstanding:
Basic		25,871			11,707						10,666						16,109			10,651
Diluted		25,871			11,707						10,666						16,109			10,651
Balance Sheet Data:
Total assets	$	946,657		$	934,303			1	%							$	946,657		$	952,451			(1	%)
Loans (net)		625,071			658,812			(5	%)								625,071			697,073			(10	%)
Allowance for loan losses		10,889			10,276			6	%								10,889			12,644			(14	%)
Investment securities		156,544			180,489			(13	%)								156,544			109,104			43	%
Total deposits		825,134			805,211			2	%								825,134			823,638			0	%
Core deposits*		705,659			681,765			4	%								705,659			650,823			8	%
Public and brokered certificates of deposit		119,475			123,446			(3	%)								119,475			172,815			(31	%)
Other borrowed money		-			9,149			(100	%)								-			25,000			(100	%)
Subordinated debt		22,476			22,476			-									22,476			22,476			-
Stockholders' equity		90,161			88,761			2	%								90,161			72,783			24	%
Capital:
Stockholders' equity to total assets		9.52	%		9.50	%											9.52	%		7.64	%
Leverage ratio		10.96	%		10.59	%											10.96	%		9.72	%
Risk based capital ratios:
Tier 1		13.33	%		12.82	%											13.33	%		11.20	%
Total Capital		14.58	%		14.07	%											14.58	%		12.45	%
Performance Ratios:
Cost of funds		1.13	%		1.24	%					1.83	%					1.25	%		1.96	%
Deposit cost of funds		1.02	%		1.10	%					1.69	%					1.11	%		1.84	%
Net interest margin		3.75	%		3.42	%					3.13	%					3.51	%		3.18	%
Return on average assets		0.03	%		(2.96	%)					0.08	%					(1.53	%)		(1.31	%)
Return on average total stockholders' equity		0.30	%		(39.55	%)					1.02	%					(18.89	%)		(15.95	%)
Asset Quality
Net charge-offs to average loans outstanding		0.05	%		8.38	%											3.76	%		1.60	%
Nonperforming assets to total period-end assets		6.23	%		6.69	%											6.23	%		3.09	%
Allowance for loan losses to total period-end loans		1.71	%		1.54	%											1.71	%		1.78	%
Allowance for loan losses to nonperforming loans		22.53	%		19.83	%											22.53	%		68.03	%
Nonperforming assets to capital and reserves		58.36	%		63.07	%											58.36	%		34.45	%
* Core deposits equal total deposits less public and brokered certificates of deposit

6

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)	September 30, 2010							June 30, 2010							September 30, 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	$	15,888	$	4		0.10	%	$	23,751	$	16		0.27	%	$	55,008	$	28		0.20	%
Securities		174,059		1,562		3.59	%		183,421		1,602		3.49	%		82,039		1,036		5.05	%
Loans receivable		653,618		8,766		5.32	%		679,889		8,675		5.12	%		733,767		9,705		5.25	%
Total interest-earning assets		843,565		10,332		4.86	%		887,061		10,293		4.65	%		870,814		10,769		4.91	%
Other assets		78,405							69,564							58,123
Total assets	$	921,970						$	956,625						$	928,937
Interest-bearing liabilities:
Demand non interest-bearing	$	109,617						$	118,223						$	86,206
Demand interest-bearing		59,934	$	119		0.79	%		63,277	$	125		0.79	%		48,148	$	78		0.64	%
Money market & savings		314,626		839		1.06	%		321,689		912		1.14	%		296,642		1,366		1.83	%
Time deposits		312,364		1,093		1.39	%		329,699		1,239		1.51	%		369,863		1,963		2.11	%
Total deposits		796,541		2,051		1.02	%		832,888		2,276		1.10	%		800,859		3,407		1.69	%
Total interest-bearing deposits		686,924		2,051		1.18	%		714,665		2,276		1.28	%		714,653		3,407		1.90	%
Other borrowings		26,511		299		4.47	%		46,507		447		3.86	%		47,476		501		4.19	%
Total interest-bearing liabilities		713,435		2,350		1.31	%		761,172		2,723		1.43	%		762,129		3,908		2.03	%
Total deposits and
other borrowings		823,052		2,350		1.13	%		879,395		2,723		1.24	%		848,335		3,908		1.83	%
Non interest-bearing liabilities		9,068							5,681							8,897
Shareholders' equity		89,850							71,549							71,705
Total liabilities and
shareholders' equity	$	921,970						$	956,625						$	928,937
Net interest income			$	7,982						$	7,570						$	6,861
Net interest spread						3.55	%						3.22	%						2.88	%
Net interest margin						3.75	%						3.42	%						3.13	%
The above tables are presented on a tax equivalent basis.

7

Republic First Bancorp, Inc. Average Balances and Net Interest Income
(unaudited)
	For the nine months ended							For the nine months ended
(dollars in thousands)	September 30, 2010							September 30, 2009
			Interest							Interest
	Average		Income/		Yield/			Average		Income/		Yield/
	Balance		Expense		Rate			Balance		Expense		Rate
Interest-earning assets:
Federal funds sold and other
interest-earning assets	$	20,800	$	40		0.26	%	$	30,646	$	50		0.22	%
Securities		183,015		4,880		3.56	%		86,379		3,335		5.15	%
Loans receivable		672,341		26,200		5.21	%		750,550		29,558		5.27	%
Total interest-earning assets		876,156		31,120		4.75	%		867,575		32,943		5.08	%
Other assets		73,509							55,398
Total assets	$	949,665						$	922,973
Interest-bearing liabilities:
Demand non interest-bearing	$	117,689						$	81,625
Demand interest-bearing		57,610	$	326		0.76	%		44,930	$	218		0.65	%
Money market & savings		314,751		2,801		1.19	%		268,481		3,841		1.91	%
Time deposits		334,109		3,743		1.50	%		382,497		6,644		2.32	%
Total deposits		824,159		6,870		1.11	%		777,533		10,703		1.84	%
Total interest-bearing deposits		706,470		6,870		1.30	%		695,908		10,703		2.06	%
Other borrowings		40,453		1,229		4.06	%		60,816		1,618		3.56	%
Total interest-bearing liabilities		746,923		8,099		1.45	%		756,724		12,321		2.18	%
Total deposits and
other borrowings		864,612		8,099		1.25	%		838,349		12,321		1.96	%
Non interest-bearing liabilities		8,258							9,106
Shareholders' equity		76,795							75,518
Total liabilities and
shareholders' equity	$	949,665						$	922,973
Net interest income			$	23,021						$	20,622
Net interest spread						3.30	%						2.90	%
Net interest margin						3.51	%						3.18	%
The above tables are presented on a tax equivalent basis.

8

Republic First Bancorp, Inc.
Summary of Allowance for Loan Losses and Other Related Data
(unaudited)
										Year
	Three months ended									ended			Nine months ended
(dollars in thousands)	9/30/10			6/30/10			9/30/09			12/31/09			9/30/10			9/30/09
Balance at beginning of period	$	10,276		$	13,725		$	16,037		$	8,409		$	12,841		$	8,409
Provisions charged to operating expense		700			10,750			150			14,200			16,950			13,200
		10,976			24,475			16,187			22,609			29,791			21,609
Recoveries on loans charged-off:
Commercial		-			113			-			-			263			-
Consumer		3			-			1			2			3			2
Total recoveries		3			113			1			2			266			2
Loans charged-off:
Commercial		(90	)		(14,270	)		(3,544	)		(9,764	)		(19,126	)		(8,961	)
Consumer		-			(42	)		-			(6	)		(42	)		(6	)
Total charged-off		(90	)		(14,312	)		(3,544	)		(9,770	)		(19,168	)		(8,967	)
Net charge-offs		(87	)		(14,199	)		(3,543	)		(9,768	)		(18,902	)		(8,965	)
Balance at end of period	$	10,889		$	10,276		$	12,644		$	12,841		$	10,889		$	12,644
Net charge-offs as a percentage of
average loans outstanding		0.05	%		8.38	%		1.92	%		1.33	%		3.76	%		1.60	%
Allowance for loan losses as a percentage of
period-end loans		1.71	%		1.54	%		1.78	%		1.85	%		1.71	%		1.78	%

9

Republic First Bancorp, Inc.
Summary of Non-Performing Loans and Assets
(unaudited)
	September 30,			June 30,			March 31,			December 31,			September 30,
(dollars in thousands)	2010			2010			2010			2009			2009
Non-accrual loans:
Commercial real estate	$	45,958		$	51,213		$	36,144		$	25,449		$	17,997
Consumer and other		574			599			582			585			588
Total non-accrual loans		46,532			51,812			36,726			26,034			18,585
Loans past due 90 days or more
and still accruing		1,795			-			-			-			-
Renegotiated loans		-			-			-			-			-
Total non-performing loans		48,327			51,812			36,726			26,034			18,585
Other real estate owned		10,647			10,647			11,044			13,611			10,847
Total non-performing assets	$	58,974		$	62,459		$	47,770		$	39,645		$	29,432
Non-performing loans to total loans		7.60	%		7.74	%		5.41	%		3.75	%		2.62	%
Non-performing assets to total assets		6.23	%		6.69	%		4.94	%		3.93	%		3.09	%
Non-performing loan coverage		22.53	%		19.83	%		37.37	%		49.32	%		68.03	%
Allowance for loan losses as a percentage
of total period-end loans		1.71	%		1.54	%		2.02	%		1.85	%		1.78	%
Non-performing assets/capital plus
allowance for loan losses		58.36	%		63.07	%		60.54	%		47.70	%		34.45	%

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