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 20, 2011

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 January 20, 2011, Republic First Bancorp, Inc. issued a press release announcing its results of operations and financial condition at and for the quarter and year ended December 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.

(d)           Exhibits.

99.1 Press Release issued on January 20, 2011 regarding financial results for the quarter and year ended December 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: January 20, 2011	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 January 20, 2011 regarding financial results for the quarter and year ended December 31, 2010.

EX-99.1

Exhibit 99.1

  News Release Republic First Bancorp, Inc. January 20, 2011

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

Philadelphia, PA, January 20, 2011 (PR Newswire) – Republic First Bancorp, Inc. (NASDAQ: FRBK), the holding company for Republic Bank, today announced its financial results for the period ended December 31, 2010.

During the fourth quarter of 2010, the Company recorded net income of $159,000, or $0.01 per share, compared to a net loss of $2.4 million, or $0.23 per share, for the fourth quarter of 2009.

“Our strategy executed over the course of the current year has resulted in improved quality on the balance sheet and a stronger capital position,” said Harry D. Madonna, the Company’s Chairman and Chief Executive Officer. “Non-performing loans have trended lower for the last two quarters after increasing through the period ended June 30, 2010.”

During 2010, the Company completed several positive initiatives.  “We are very pleased with the progress we’ve made to strengthen the Bank and place ourselves in a position to capitalize on opportunities for growth,” said Madonna. “We believe that our customer-focused retail model will continue to turn our customers into fans and build a successful franchise for shareholders.”

Highlights for the Year Ended December 31, 2010

Ø   Raised $30 million in new capital through a common stock offering increasing total Shareholders’ Equity to $88.1 million at December 31, 2010

Ø   Capital levels remain strong with a Total Risk-Based Capital ratio of 14.93% and a Tier I Leverage Ratio of 11.01% at December 31, 2010.

Ø   Completed re-branding to the name Republic Bank

Ø   Successfully opened first “new look” store in Haddonfield, New Jersey

Ø   Repositioned the balance sheet and shifted focus to low-cost core deposit growth

Ø   Reduced non-performing loan balances for a second consecutive quarter after reaching a peak during the second quarter of 2010

Ø   Tangible book value per share as of December 31, 2010 was $3.39

1

Income Statement

The Company reported net income of $159,000, or $0.01 per share, for the three months ended December 31, 2010, compared to a net loss of $2.4 million, or $0.23 per share, for the three months ended December 31, 2009. The net loss recorded during the fourth quarter of 2009 was mainly attributable to an impairment charge on investment securities and a one-time adjustment of FDIC insurance premiums, neither of which impacted the fourth quarter of 2010.

Net interest income increased to $7.2 million during the quarter ended December 31, 2010, compared to $7.0 million for the quarter ended December 31, 2009.  The Company continues to lower its cost of funds as evidenced by a decrease of 58 basis points to 1.05% for the three months ended December 31, 2010, as compared to 1.63% in the same prior year period.

Balance Sheet

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

Description	December 31, 2010		December 31, 2009		% Change			September 30, 2010		% Change
Total assets	$	876,097	$	1,008,642		(13	%)	$	946,657		(7	%)
Total loans (net)		608,911		680,977		(11	%)		625,071		(3	%)
Total deposits		757,730		882,894		(14	%)		825,134		(8	%)
Total core deposits *		701,779		719,319		(2	%)		705,659		(1	%)

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

Net loans decreased by 11% to $608.9 million as of December 31, 2010, compared to $681.0 million as of December 31, 2009, as the Company continues to reduce exposure in the commercial real estate loan portfolio. Total deposits decreased by $125.2 million, or 14%, as of December 31, 2010 when compared to December 31, 2009, due to the Company’s intentional effort to reduce its dependence on wholesale funding sources through the brokered and public fund certificate of deposit market.

Liquidity remained strong as the Company has currently eliminated the need for outside borrowings and has significantly reduced its dependence on wholesale funding sources.

2

Core Deposits

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

Description	December 31, 2010		December 31, 2009		% Change			September 30, 2010		% Change			4th Qtr 2010 Cost of Funds
Demand noninterest-bearing	$	128,578	$	125,618		2	%	$	111,908		15	%		0.00	%
Demand interest-bearing		66,283		52,919		25	%		62,536		6	%		0.66	%
Money market and savings		329,742		327,103		1	%		335,046		(2	%)		1.05	%
Certificates of deposit		177,176		213,679		(17	%)		196,169		(10	%)		1.58	%
Total core deposits	$	701,779	$	719,319		(2	%)	$	705,659		(1	%)		0.99	%

Core deposits, excluding certificates of deposit, increased by $19.0 million, or 4%, at December 31, 2010, when compared to December 31, 2009 as the Company continues to focus its efforts on the gathering of low-cost core deposits. At the same time, the Company continues to reduce the deposit cost of funds and increase the net interest margin.

Lending

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

Description	December 31, 2010		% of Total			December 31, 2009		% of Total			September 30, 2010		% of Total
Commercial	$	78,428		13	%	$	88,926		13	%	$	79,118		13	%
Owner-occupied		70,833		11	%		85,481		12	%		72,723		11	%
Total commercial		149,261		24	%		174,407		25	%		151,841		24	%
Consumer & residential		22,364		4	%		22,359		3	%		22,070		3	%
Commercial real estate		448,730		72	%		497,052		72	%		462,049		73	%
Total loans	$	620,355		100	%	$	693,818		100	%	$	635,960		100	%

3

Asset Quality

The Company’s asset quality ratios are highlighted below:

Ratio	December 31, 2010			December 31, 2009			September 30, 2010
Non-performing assets/total assets		6.30	%		3.93	%		6.23	%
Quarterly net loan charge-offs (recoveries)/average loans		(0.58	%)		0.46	%		0.05	%
Allowance for loan losses/gross loans		1.84	%		1.85	%		1.71	%
Allowance for loan losses/non-performing loans		29	%		49	%		23	%
Non-performing assets/capital and reserves		55	%		48	%		58	%

Non-performing loans trended lower for a second consecutive quarter to $40.0 million, or 6.45% of total loans, at December 31, 2010, compared to $48.3 million, or 7.60% of total loans at September 30, 2010. The allowance for loan losses as a percentage of total loans was 1.84% as of December 31, 2010, compared to 1.71% as of September 30, 2010, and 1.85%  as of December 31, 2009.

Capital

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

	Republic First Bancorp, Inc.			Regulatory Guidelines “Well Capitalized”
Leverage Ratio		11.01	%		5.00	%
Tier 1 Risk Based Capital		13.68	%		6.00	%
Total Risk Based Capital		14.93	%		10.00	%

Total shareholders’ equity was $88.1 million at December 31, 2010 which represented a book value per share of $3.39, 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															Twelve months ended
(dollars in thousands, except per share amounts)	12/31/10			9/30/10			% Change			12/31/09			% Change			12/31/10			12/31/09			% Change
Income Statement Data:
Net interest income	$	7,223		$	7,921			(9	%)	$	6,960			4	%	$	30,064		$	27,415			10	%
Provision (recovery) for loan losses		(350	)		700			(150	%)		1,000			(135	%)		16,600			14,200			17	%
Non-interest income (loss)		1,589			521			205	%		(1,205	)		232	%		2,839			79			3,494	%
Total revenues		8,812			8,442			4	%		5,755			53	%		32,903			27,494			20	%
Non-interest expenses		8,991			7,718			16	%		8,555			5	%		33,067			30,959			7	%
Provision (benefit) for income taxes		12			(44	)		127	%		(1,368	)		101	%		(6,074	)		(6,223	)		2	%
Net income (loss)		159			68			134	%		(2,432	)		107	%		(10,690	)		(11,442	)		7	%
Per Common Share Data:
Net income (loss): Basic	$	0.01		$	-					$	(0.23	)		104	%	$	(0.57	)	$	(1.07	)		47	%
Net income (loss): Diluted		0.01			-						(0.23	)		104	%		(0.57	)		(1.07	)		47	%
Book Value	$	3.39		$	3.47					$	6.64					$	3.39		$	6.64
Weighted average shares outstanding:
Basic		25,967			25,871						10,666						18,593			10,655
Diluted		25,967			25,871						10,666						18,593			10,655
Balance Sheet Data:
Total assets	$	876,097		$	946,657			(7	%)							$	876,097		$	1,008,642			(13	%)
Loans (net)		608,911			625,071			(3	%)								608,911			680,977			(11	%)
Allowance for loan losses		11,444			10,889			5	%								11,444			12,841			(11	%)
Investment securities		150,087			156,544			(4	%)								150,087			192,395			(22	%)
Total deposits		757,730			825,134			(8	%)								757,730			882,894			(14	%)
Core deposits*		701,779			705,659			(1	%)								701,779			719,319			(2	%)
Public and brokered certificates of deposit		55,951			119,475			(53	%)								55,951			163,575			(66	%)
Other borrowed money		-			-			-									-			25,000			(100	%)
Subordinated debt		22,476			22,476			-									22,476			22,476			-
Stockholders' equity		88,146			90,161			(2	%)								88,146			70,264			25	%
Capital:
Stockholders' equity to total assets		10.06	%		9.52	%											10.06	%		6.97	%
Leverage ratio		11.01	%		10.96	%											11.01	%		9.36	%
Risk based capital ratios:
Tier 1		13.68	%		13.33	%											13.68	%		11.89	%
Total Capital		14.93	%		14.58	%											14.93	%		13.14	%
Performance Ratios:
Cost of funds		1.05	%		1.13	%					1.63	%					1.20	%		1.87	%
Deposit cost of funds		0.94	%		1.02	%					1.49	%					1.07	%		1.75	%
Net interest margin		3.45	%		3.75	%					3.01	%					3.50	%		3.13	%
Return on average assets		0.07	%		0.03	%					(0.97	%)					(1.14	%)		(1.22	%)
Return on average total stockholders' equity		0.71	%		0.30	%					(13.38	%)					(13.42	%)		(15.32	%)
Asset Quality
Net charge-offs/(recoveries) to average loans outstanding		(0.58	%)		0.05	%											2.73	%		1.33	%
Non-performing assets to total period-end assets		6.30	%		6.23	%											6.30	%		3.93	%
Allowance for loan losses to total period-end loans		1.84	%		1.71	%											1.84	%		1.85	%
Allowance for loan losses to non-performing loans		28.62	%		22.53	%											28.62	%		49.32	%
Non-performing assets to capital and reserves		55.46	%		58.36	%											55.46	%		47.70	%
* Core deposits equal total deposits less public and brokered certificates of deposit

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)	December 31, 2010							September 30, 2010							December 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	$	62,508	$	40		0.25	%	$	15,888	$	4		0.10	%	$	101,795	$	68		0.27	%
Securities		151,510		1,296		3.42	%		174,059		1,562		3.59	%		127,672		1,298		4.07	%
Loans receivable		622,913		8,093		5.15	%		653,618		8,766		5.32	%		695,391		9,385		5.35	%
Total interest-earning assets		836,931		9,429		4.47	%		843,565		10,332		4.86	%		924,858		10,751		4.61	%
Other assets		75,300							78,405							66,143
Total assets	$	912,231						$	921,970						$	991,001
Interest-bearing liabilities:
Demand non interest-bearing	$	114,540						$	109,617						$	101,446
Demand interest-bearing		61,010	$	101		0.66	%		59,934	$	119		0.79	%		53,834	$	92		0.68	%
Money market & savings		336,752		888		1.05	%		314,626		839		1.06	%		320,613		1,417		1.75	%
Time deposits		278,900		878		1.25	%		312,364		1,093		1.39	%		386,616		1,730		1.78	%
Total deposits		791,202		1,867		0.94	%		796,541		2,051		1.02	%		862,509		3,239		1.49	%
Total interest-bearing deposits		676,662		1,867		1.09	%		686,924		2,051		1.18	%		761,063		3,239		1.69	%
Other borrowings		22,508		279		4.92	%		26,511		299		4.47	%		47,476		495		4.14	%
Total interest-bearing liabilities		699,170		2,146		1.22	%		713,435		2,350		1.31	%		808,539		3,734		1.83	%
Total deposits and
other borrowings		813,710		2,146		1.05	%		823,052		2,350		1.13	%		909,985		3,734		1.63	%
Non interest-bearing liabilities		9,052							9,068							8,893
Shareholders' equity		89,469							89,850							72,123
Total liabilities and
shareholders' equity	$	912,231						$	921,970						$	991,001
Net interest income			$	7,283						$	7,982						$	7,017
Net interest spread						3.25	%						3.55	%						2.78	%
Net interest margin						3.45	%						3.75	%						3.01	%
The above tables are presented on a tax equivalent basis.

Republic First Bancorp, Inc. Average Balances and Net Interest Income
(unaudited)
	For the twelve months ended							For the twelvee months ended
(dollars in thousands)	December 31, 2010							December 31, 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	$	31,313	$	80		0.26	%	$	48,580	$	118		0.24	%
Securities		175,074		6,176		3.53	%		96,787		4,633		4.79	%
Loans receivable		659,882		34,293		5.20	%		736,647		38,943		5.29	%
Total interest-earning assets		866,269		40,549		4.68	%		882,014		43,694		4.95	%
Other assets		73,961							58,106
Total assets	$	940,230						$	940,120
Interest-bearing liabilities:
Demand non interest-bearing	$	116,895						$	86,621
Demand interest-bearing		58,467	$	427		0.73	%		47,174	$	310		0.66	%
Money market & savings		320,296		3,689		1.15	%		281,621		5,258		1.87	%
Time deposits		320,194		4,621		1.44	%		383,535		8,374		2.18	%
Total deposits		815,852		8,737		1.07	%		798,951		13,942		1.75	%
Total interest-bearing deposits		698,957		8,737		1.25	%		712,330		13,942		1.96	%
Other borrowings		35,930		1,508		4.20	%		57,454		2,113		3.68	%
Total interest-bearing liabilities		734,887		10,245		1.39	%		769,784		16,055		2.09	%
Total deposits and
other borrowings		851,782		10,245		1.20	%		856,405		16,055		1.87	%
Non interest-bearing liabilities		8,781							9,031
Shareholders' equity		79,667							74,684
Total liabilities and
shareholders' equity	$	940,230						$	940,120
Net interest income			$	30,304						$	27,639
Net interest spread						3.29	%						2.86	%
Net interest margin						3.50	%						3.13	%
The above tables are presented on a tax equivalent basis.

Republic First Bancorp, Inc.
Summary of Allowance for Loan Losses and Other Related Data
(unaudited)
	Three months ended									Twelve months ended
(dollars in thousands)	12/31/10			9/30/10			12/31/09			12/31/10			12/31/09
Balance at beginning of period	$	10,889		$	10,276		$	12,644		$	12,841		$	8,409
Provisions/(recoveries) charged to operating
expense		(350	)		700			1,000			16,600			14,200
		10,539			10,976			13,644			29,441			22,609
Recoveries on loans charged-off:
Commercial		905			-			-			1,168			-
Consumer		-			3			-			3			2
Total recoveries		905			3			-			1,171			2
Loans charged-off:
Commercial		-			(90	)		(803	)		(19,126	)		(9,764	)
Consumer		-			-			-			(42	)		(6	)
Total charged-off		-			(90	)		(803	)		(19,168	)		(9,770	)
Net (charge-offs)/recoveries		905			(87	)		(803	)		(17,997	)		(9,768	)
Balance at end of period	$	11,444		$	10,889		$	12,841		$	11,444		$	12,841
Net charge-offs/(recoveries) as a percentage
of average loans outstanding		(0.58	%)		0.05	%		0.46	%		2.73	%		1.33	%
Allowance for loan losses as a percentage of
period-end loans		1.84	%		1.71	%		1.85	%		1.84	%		1.85	%

Republic First Bancorp, Inc.
Summary of Non-Performing Loans and Assets
(unaudited)
	December 31,			September 30,			June 30,			March 31,			December 31,
(dollars in thousands)	2010			2010			2010			2010			2009
Non-accrual loans:
Commercial real estate	$	39,302		$	45,958		$	51,213		$	36,144		$	25,449
Consumer and other		690			574			599			582			585
Total non-accrual loans		39,992			46,532			51,812			36,726			26,034
Loans past due 90 days or more
and still accruing		-			1,795			-			-			-
Renegotiated loans		-			-			-			-			-
Total non-performing loans		39,992			48,327			51,812			36,726			26,034
Other real estate owned		15,237			10,647			10,647			11,044			13,611
Total non-performing assets	$	55,229		$	58,974		$	62,459		$	47,770		$	39,645
Non-performing loans to total loans		6.45	%		7.60	%		7.74	%		5.41	%		3.75	%
Non-performing assets to total assets		6.30	%		6.23	%		6.69	%		4.94	%		3.93	%
Non-performing loan coverage		28.62	%		22.53	%		19.83	%		37.37	%		49.32	%
Allowance for loan losses as a percentage
of total period-end loans		1.84	%		1.71	%		1.54	%		2.02	%		1.85	%
Non-performing assets/capital plus
allowance for loan losses		55.46	%		58.36	%		63.07	%		60.54	%		47.70	%