Annual Statements Open main menu

REPUBLIC FIRST BANCORP INC - Quarter Report: 2005 June (Form 10-Q)

Republic First Bancorp 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: June 30, 2005

Commission File Number: 000-17007

Republic First Bancorp, Inc.
(Exact name of business issuer as specified in its charter)

Pennsylvania
23-2486815
(State or other jurisdiction of
IRS Employer Identification
incorporation or organization)
Number

1608 Walnut Street, Philadelphia, Pennsylvania  19103
(Address of principal executive offices)   (Zip code)

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

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.
 
 
YES X  
NO____
     
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):

 
YES____
NO   X  

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest  practicable date.

8,639,954 shares of Issuer's Common Stock, par value
$0.01 per share, issued and outstanding as of August 1, 2005

Page 1
 
Exhibit index appears on page 38







TABLE OF CONTENTS 
   
Page
   
   
 
   
   
   
 
   
   
   
   
   
   



-2-






PART I - FINANCIAL INFORMATION



ITEM 1: FINANCIAL STATEMENTS

Number
Page
   
   
   
 
   
 
   
   




-3-


Republic First Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
As of June 30, 2005 and December 31, 2004
Dollars in thousands, except share data
 

ASSETS:
 
June 30, 2005
 
December 31, 2004
 
   
(unaudited)
     
Cash and due from banks
 
$
25,952
 
$
15,900
 
Interest bearing deposits with banks
   
3,910
   
3,641
 
Federal funds sold and interest-bearing deposits with banks
   
75,169
   
17,162
 
Total cash and cash equivalents
   
105,031
   
36,703
 
               
Other interest-earning restricted cash
   
2,899
   
2,923
 
Investment securities available for sale, at fair value
   
40,525
   
43,733
 
Investment securities held to maturity at amortized cost
             
     (Fair value of $7,332 and $5,448, respectively)
   
7,318
   
5,427
 
Loans receivable (net of allowance for loan losses of
             
      $6,996 and $6,684, respectively)
   
593,817
   
543,005
 
Premises and equipment, net
   
3,767
   
3,625
 
Other real estate owned
   
137
   
137
 
Accrued interest receivable
   
2,928
   
3,390
 
Business owned life insurance
   
10,761
   
10,595
 
Other assets
   
14,342
   
15,266
 
Assets
   
781,525
   
664,804
 
Assets of First Bank of Delaware spin-off
   
-
   
55,608
 
               
Total Assets
 
$
781,525
 
$
720,412
 
LIABILITIES AND SHAREHOLDERS' EQUITY:
             
Liabilities:
             
Deposits:
             
Demand – non-interest-bearing
 
$
91,031
 
$
97,790
 
Demand – interest-bearing
   
47,661
   
54,762
 
Money market and savings
   
285,648
   
170,980
 
Time under $100,000
   
100,481
   
99,690
 
Time $100,000 or more
   
50,555
   
87,462
 
     Total Deposits
   
575,376
   
510,684
 
               
Short-term borrowings
   
134,656
   
61,090
 
FHLB Advances
   
-
   
25,000
 
Accrued interest payable
   
1,549
   
2,126
 
Other liabilities
   
5,122
   
5,890
 
Subordinated debt
   
6,186
   
6,186
 
Liabilities
   
722,889
   
610,976
 
Liabilities of First Bank of Delaware spin-off
   
-
   
44,212
 
               
Total Liabilities
   
722,889
   
655,188
 
Shareholders’ Equity:
             
Common stock par value $0.01 per share, 20,000,000 shares
             
   authorized; shares issued 8,639,954 as of
             
     June 30, 2005 and 8,320,123 as of December 31, 2004
   
86
   
74
 
Additional paid in capital
   
38,158
   
37,336
 
Retained earnings
   
21,806
   
17,651
 
Treasury stock at cost (215,817 shares)
   
(1,541
)
 
(1,541
)
Accumulated other comprehensive income
   
127
   
308
 
Shareholder's Equity
   
58,636
   
53,828
 
Shareholder's Equity of First Bank of Delaware spin-off
   
-
   
11,396
 
Total Shareholders’ Equity
   
58,636
   
65,224
 
Total Liabilities and Shareholders’ Equity
 
$
781,525
 
$
720,412
 
               
               
               



(See notes to consolidated financial statements)
 
 
 
-4-


Republic First Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
For the Three and Six Months Ended June 30, 2005 and 2004
Dollars in thousands, except per share data
(unaudited) 
 

   
 Three Months Ended 
 
 Six Months Ended 
 
   
 June 30, 
 
 June 30, 
 
   
2005
 
2004
 
2005
 
2004
 
Interest Income:
                 
Interest and fees on loans
 
$
9,859
 
$
7,018
 
$
19,771
 
$
14,711
 
Interest and dividend income on federal
                         
     funds sold and other interest-earning balances
   
195
   
146
   
671
   
361
 
Interest and dividends on investment securities
   
441
   
501
   
885
   
1,076
 
Total interest income
   
10,495
   
7,665
   
21,327
   
16,148
 
                           
Interest expense:
                         
Demand interest-bearing
   
72
   
83
   
157
   
170
 
Money market and savings
   
1,691
   
482
   
2,571
   
865
 
Time under $100,000
   
765
   
783
   
1,542
   
1,570
 
Time $100,000 or more
   
492
   
468
   
1,746
   
1,057
 
Other borrowed funds
   
544
   
2,045
   
1,182
   
4,136
 
Total interest expense
   
3,564
   
3,861
   
7,198
   
7,798
 
Net interest income
   
6,931
   
3,804
   
14,129
   
8,350
 
Provision for loan losses
   
119
   
(200
)
 
822
   
500
 
Net Interest income after provision
                         
    for loan losses
   
6,812
   
4,004
   
13,307
   
7,850
 
                           
Non-Interest income:
                         
    Loan advisory and servicing fees
   
106
   
139
   
290
   
209
 
    Service fees on deposit accounts
   
457
   
432
   
986
   
785
 
    Other income
   
196
   
271
   
626
   
441
 
     
759
   
842
   
1,902
   
1,435
 
                           
Non-Interest expense:
                         
    Salaries and benefits
   
2,425
   
1,866
   
4,650
   
3,697
 
    Occupancy
   
402
   
336
   
781
   
672
 
    Depreciation
   
261
   
235
   
581
   
455
 
    Legal
   
169
   
207
   
340
   
410
 
    Advertising
   
44
   
28
   
89
   
93
 
    State taxes
   
177
   
146
   
320
   
289
 
    Other expenses
   
1,061
   
780
   
2,250
   
1,580
 
     
4,539
   
3,598
   
9,011
   
7,196
 
                           
Income from continuing operations before
                         
income taxes
   
3,032
   
1,248
   
6,198
   
2,089
 
Provision for income taxes
   
997
   
401
   
2,042
   
659
 
                           
Income from continuing operations
   
2,035
   
847
   
4,156
   
1,430
 
Income from discontinued operations
   
-
   
1,300
   
-
   
2,737
 
Income tax on discontinued operations
   
-
   
464
   
-
   
973
 
Net income
 
$
2,035
 
$
1,683
 
$
4,156
 
$
3,194
 
                           
Income per share from continuing operations
                         
Basic
 
$
0.24
 
$
0.11
 
$
0.50
 
$
0.18
 
Diluted
 
$
0.23
 
$
0.10
 
$
0.48
 
$
0.17
 
                           
Income per share from discontinued operations
                         
Basic
   
-
 
$
0.10
   
-
 
$
0.22
 
Diluted
   
-
 
$
0.10
   
-
 
$
0.21
 
                           
Net income per share
                         
Basic
 
$
0.24
 
$
0.21
 
$
0.50
 
$
0.40
 
Diluted
 
$
0.23
 
$
0.20
 
$
0.48
 
$
0.38
 
                           
 

 
 
 
(See notes to consolidated financial statements)

 
-5-

 

         
    Republic First Bancorp, Inc. and Subsidiary     
    Consolidated Statements of Cash Flows     
    For the Six Months Ended June 30, 2005 and 2004     
    Dollars in thousands     
    (unaudited)     
 
   
Six months ended   
 
   
June 30,   
 
   
2005
 
2004
 
Cash flows from operating activities:
         
Net income
 
$
4,156
 
$
3,194
 
Adjustments to reconcile net income to net
             
cash provided by operating activities:
             
Income from discontinued operations, net of tax
   
-
   
(1,764
)
Provision for loan losses
   
822
   
500
 
Depreciation
   
581
   
455
 
Gain on call of securities
   
(97
)
 
-
 
Amortization of discounts on investment securities
   
78
   
152
 
Increase in value of business owned life insurance
   
(165
)
 
(189
)
Decrease (increase) in accrued interest receivable
             
and other assets
   
1,387
   
(1,770
)
Decrease in accrued expenses
             
and other liabilities
   
(1,351
)
 
(399
)
Net cash provided by operating activities
   
5,411
   
179
 
Cash flows from investing activities:
             
Purchase of securities:
             
Held to maturity
   
(2,098
)
 
-
 
Available for sale
   
(150
)
 
(6,500
)
Proceeds from principal receipts, calls and maturities of securities:
             
Held to maturity
   
183
   
1,066
 
Available for sale
   
3,221
   
10,536
 
Net increase in loans
   
(51,634
)
 
(34,995
)
Increase (decrease) in other interest-earning restricted cash
   
24
   
(27
)
Premises and equipment expenditures
   
(723
)
 
(548
)
Net cash used in investing activities
   
(51,177
)
 
(30,468
)
Cash flows from financing activities:
             
Net proceeds from exercise of stock options
   
836
   
358
 
Net increase in demand, money market and savings deposits
   
100,808
   
30,356
 
(Repayment) increase of overnight borrowings
   
73,566
   
(7,742
)
Repayment of long term borrowings
   
(25,000
)
 
-
 
Net decrease in time deposits
   
(36,116
)
 
(6,723
)
Net cash provided by financing activities
   
114,094
   
16,249
 
Increase (decrease) in cash and cash equivalents
   
68,328
   
(14,040
)
Cash and cash equivalents, beginning of period
   
36,703
   
70,136
 
Cash and cash equivalents, end of period
 
$
105,031
 
$
56,096
 
Supplemental disclosure:
             
Interest paid
 
$
7,775
 
$
8,226
 
Taxes paid
 
$
2,200
 
$
804
 
 
             
               
 
 
(See notes to consolidated financial statements)

-6-


REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1: Organization
 Republic First Bancorp, Inc. (“the Company”) spun off its former subsidiary, the First Bank of Delaware, through a distribution of the common stock of the First Bank of Delaware on January 31, 2005. The Company’s financial statements are presented herein with an effective date of the spin-off as of January 1, 2005. The Company is now a one-bank holding company organized and incorporated under the laws of the Commonwealth of Pennsylvania. It is comprised of one wholly owned subsidiary, Republic First Bank (“Republic”), a Pennsylvania state chartered bank. Republic offers a variety of banking services to individuals and businesses throughout the Greater Philadelphia and South Jersey area through its offices and branches in Philadelphia and Montgomery Counties.
 
Both Republic and First Bank of Delaware share data processing, accounting, human resources and compliance services through BSC Services Corp., which is a subsidiary of First Bank of Delaware.
 
Republic encounters vigorous competition for market share in the geographic areas it serves from bank holding companies, other community banks, thrift institutions and other non-bank financial organizations, such as mutual fund companies, insurance companies and brokerage companies.

Republic is subject to regulation by certain state and federal agencies. These regulatory agencies periodically examine the Company and its subsidiary for adherence to laws and regulations. As a consequence, the cost of doing business may be affected.


Note 2:  Summary of Significant Accounting Policies:
 
Basis of Presentation:
 
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Republic. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.
 
Risks and Uncertainties and Certain Significant Estimates:
 
The earnings of the Company depend on the earnings of Republic. Earnings are dependent primarily upon the level of net interest income, which is the difference between interest earned on its interest-earning assets, such as loans and investments, and the interest paid on its interest-bearing liabilities, such as deposits and borrowings. Accordingly, the results of operations are subject to risks and uncertainties surrounding their exposure to change in the interest rate environment.
 
Prepayments on residential real estate mortgage and other fixed rate loans and mortgage-backed securities vary significantly and may cause significant fluctuations in interest margins.
 
 
-7-

 
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Significant estimates are made by management in determining the allowance for loan losses, carrying values of other real estate owned and income taxes. Consideration is given to a variety of factors in establishing these estimates. In estimating the allowance for loan losses, management considers current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, borrowers’ perceived financial and managerial strengths, the adequacy of underlying collateral, if collateral dependent, or present value of future cash flows and other relevant factors. Since the allowance for loan losses and carrying value of other real estate owned are dependent, to a great extent, on the general economy and other conditions that may be beyond the Republic’s control, it is at least reasonably possible that the estimates of the allowance for loan losses and the carrying values of other real estate owned could differ materially in the near term.
 
Stock Based Compensation:

The Company accounts for stock options under the provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, which contains a fair valued-based method for valuing stock-based compensation that entities may use, which measures compensation cost at the grant date based on the fair value of the award. Compensation is then recognized over the service period, which is usually the vesting period. Alternatively, SFAS No. 123 permits entities to continue accounting for employee stock options and similar equity instruments under Accounting Principles Board (APB) Opinion 25, Accounting for Stock Issued to Employees. Entities that continue to account for stock options using APB Opinion 25 are required to make pro forma disclosures of net income and earnings per share, as if the fair value-based method of accounting defined in SFAS No. 123 had been applied. The FASB recently published SFAS 123 (Revised 2004), Share-based Payment (“SFAS 123R”). SFAS 123R, which is effective from the annual period that begins after June 15, 2005, will require that compensation cost related to share-based payment transactions, including stock options, be recognized in the financial statements. Management is currently evaluating the provisions of SFAS 123R. In first quarter 2005, the Company vested all previously issued, unvested options, and the related expense pro forma expense is reflected in the following table .
 
The Company has a stock-based employee compensation plan, which is more fully described in note 16 to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2004. The Company accounts for that plan under the recognition and measurement principles of APB No. 25, Accounting for Stock Issued to Employees, and related interpretations. Stock-based employee compensation costs are not reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation (in thousands, except per share amounts).



-8-

 
 

  Stock Based Compensation           
                           
   
Three months ended    
 
Six months ended     
   
June 30,    
 
June 30,     
         
Continuing   
         
Continuing 
(dollar amounts in thousands)  
     
Operations    
         
Operations 
   
2005
 
2004
 
2004
 
2005
 
2004
 
2004
 
Net income as reported
 
$
2,035
 
$
1,683
 
$
847
 
$
4,156
 
$
3,194
 
$
1,430
 
                                       
Less: Stock based compensation costs determined
                                     
under fair value method for all awards, net of tax
   
(444
)
 
-
   
-
   
(496
)
 
(54
)
 
(41
)
Net income, pro forma
 
$
1,591
 
$
1,683
 
$
847
 
$
3,660
 
$
3,140
 
$
1,389
 
                                       
Earnings per common share-basic: As reported
 
$
0.24
 
$
0.21
 
$
0.11
 
$
0.50
 
$
0.40
 
$
0.18
 
Pro-forma
 
$
0.19
 
$
0.21
 
$
0.11
 
$
0.44
 
$
0.39
 
$
0.17
 
                                       
Earnings per common share-diluted: As reported
 
$
0.23
 
$
0.20
 
$
0.10
 
$
0.48
 
$
0.38
 
$
0.17
 
Pro-forma
 
$
0.18
 
$
0.20
 
$
0.10
 
$
0.42
 
$
0.37
 
$
0.16
 

The Company granted 136,819 options during the six months ended June 30, 2005. During that period, 286,674 options were exercised and 1,100 were forfeited. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for those grants: dividend yield of 0%; expected volatility of 22.17%; risk-free interest rate of 4.03% and an expected life of 9.0 years. The fair market value of options granted during 2005 was $4.92. As a result of the spin-off of First Bank of Delaware, related stock option expense for 2004 was allocated between those two entities on the basis of stock prices as of the date of the spin-off. In the six months ended June 30, 2004, the Company granted 13,067 options. During that period, 66,220 options were exercised and 15,708 were forfeited.

Note 3: Reclassifications and Restatement for 10% and 12% Stock Dividends

Certain items in the financial statements and accompanying note have been reclassified to conform to the current year’s presentation format. There was no effect on net income for the periods presented herein as a result of reclassifications. All applicable amounts in these financial statements have been restated for a 10% stock dividend paid on August 24, 2004, and a 12% stock dividend paid on June 7, 2005.
 
Note 4:  Significant Accounting Pronouncements

Management has determined that Republic First Capital Trust I (“RFCT”), utilized for the Company’s $6,000,000 of pooled preferred securities issuance, qualifies as a variable interest entity under FIN 46, as revised. RFCT issued mandatory redeemable preferred stock to investors and loaned the proceeds to the Company. RFCT is included in the Company's consolidated balance sheet and statements of income as of and for the year ended December 31, 2003. Subsequent to the issuance of FIN 46 in January 2003, the FASB issued a revised interpretation, FIN 46(R), Consolidation of Variable Interest Entities, the provisions of which were required to be applied to certain variable interest entities by March 31, 2004.
 
 
 
-9-

 
The Company adopted the provisions under the revised interpretation in the first quarter of 2004. Accordingly, the Company no longer consolidates RFCT as of June 30, 2004. FIN 46(R) precludes consideration of the call option embedded in the preferred stock when determining if the Company has the right to a majority of RFCT’s expected residual returns. The deconsolidation resulted in the investment in the common stock of RFCT to be included in other assets as of September 30, 2004 and the corresponding increase in outstanding debt of $186,000. In addition, the income received on the Company’s common stock investment is included in other income. The adoption of FIN 46R did not have a material impact on the financial position or results of operations. The Federal Reserve has issued final guidance on the regulatory capital treatment for the trust-preferred securities issued by RFCT as a result of the adoption of FIN 46(R). The final rule would retain the current maximum percentage of total capital permitted for trust preferred securities at 25%, but would enact other changes to the rules governing trust preferred securities that restrict their use as part of the collection of entities known as “restricted core capital elements.” The rule would take effect June 30, 2009; however, a five-year transition period starting June 30, 2004 and leading up to that date would allow bank holding companies to continue to count trust preferred securities as Tier 1 Capital after applying FIN-46(R). Management has evaluated the effects of the final rule and does not anticipate a material impact on its capital ratios.
 
In October 2003, the AICPA issued SOP 03-3, Accounting for Loans or Certain Debt Securities Acquired in a Transfer. SOP 03-3 applies to a loan with the evidence of deterioration of credit quality since origination acquired of a transfer for which it is probable that at acquisition, the Company will be unable to collect all contractually required payments receivable. SOP 03-3 requires that the Company recognize the excess of all cash flows expected at acquisition over the investor’s initial investment in the loan as interest income on a level yield basis over the life of the loan as the accretable yield. The loan’s contractual required payments receivable in excess of the amount of its cash flows accepted at acquisition (nonaccretable difference) should not be recognized as an adjustment to yield, a loss accrual or a valuation allowance for credit risk. SOP 03-3 is effective for loans acquired in fiscal years beginning after December 31, 2004. The adoption of SOP 03-3 did not have a material effect on the Company’s financial statements.
 
In June 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB No.107”), Share-Based Payment, providing guidance on option valuation methods, the accounting for income tax effects of share-based payment arrangements upon adoption of SFAS No. 123(R), and the disclosures in MD&A subsequent to the adoption. The Company will provide SAB No. 107 required disclosures upon adoption of SFAS No. 123(R) on January 1, 2006.
 
Note 5: Legal Proceedings
 
The Company and Republic are from time to time parties (plaintiff or defendant) to lawsuits in the normal course of business. While any litigation involves an element of uncertainty, management, after reviewing pending actions with legal counsel, is of the opinion that the liabilities of the Company and Republic, if any, resulting from such actions will not have a material effect on the financial condition or results of operations of the Company.

 

-10-


Note 6: Segment Reporting
 
The Company’s reportable segments represent strategic businesses that offer different products and services. The segments are managed separately because each segment has unique operating characteristics, management requirements and marketing strategies. After the spin-off of First Bank of Delaware, the Company has two reportable segments: community banking and tax refund loans. The community bank segment primarily encompasses the commercial loan and deposit activities of Republic, as well as consumer loan products in the area surrounding its branches. Republic additionally purchases tax refund loans from the First Bank of Delaware, which comprise the other segment.
 
The Company evaluates the performance of the community banking segments based upon net income, return on equity and return on average assets. Segment information for the three and six months ended June 30, 2005 and 2004 is as follows:
 
  For the three months ended:     
June 30, 2005
             
(dollars in thousands)
             
   
Republic First
 
Tax Refund
 
 
 
 
 
Bank
 
Loans
 
Total
 
Net interest income
 
$
6,836
 
$
95
 
$
6,931
 
Provision for loan losses
   
280
   
(161
)
 
119
 
Non-interest income
   
759
   
-
   
759
 
Non-interest expenses
   
4,539
   
-
   
4,539
 
Provision for income taxes
   
913
   
84
   
997
 
                     
Net income
 
$
1,863
 
$
172
 
$
2,035
 
                     
As of and for the six months ended:          
                     
 
 
 
Republic First 
   
Tax Refund
       
 
 
 
Bank 
   
Loans
   
Total
 
Net interest income
 
$
12,927
 
$
1,202
 
$
14,129
 
Provision for loan losses
   
64
   
758
   
822
 
Non-interest income
   
1,902
   
-
   
1,902
 
Non-interest expenses
   
9,011
   
-
   
9,011
 
Provision for income taxes
   
1,896
   
146
   
2,042
 
                     
Net income
 
$
3,858
 
$
298
 
$
4,156
 
                     
Selected Balance Sheet Accounts:
                   
                     
Total assets
 
$
781,525
 
$
-
 
$
781,525
 
Total loans
   
600,813
   
-
   
600,813
 
Total deposits
   
575,376
   
-
   
575,376
 
                     
 
 
-11-


June 30, 2004 
 
(dollars in thousands)
 
 For the three months ended:     
 
             
   
Republic First
 
Tax Refund
 
 
 
 
 
Bank
 
Loans
 
Total
 
Net interest income
 
$
3,741
 
$
63
 
$
3,804
 
Provision for loan losses
   
(200
)
 
-
   
(200
)
Non-interest income
   
842
   
-
   
842
 
Non-interest expenses
   
3,598
   
-
   
3,598
 
Provision for income taxes
   
381
   
20
   
401
 
Income after tax
 
$
804
 
$
43
   
847
 
Discontinued operations, net of income taxes
               
836
 
Net income
             
$
1,683
 
                     
As of and for the six months ended:         
 
                     
 
   
Republic First
 
 
Tax Refund
 
 
 
 
 
 
 
Bank 
 
 
Loans
 
 
Total
 
Net interest income
 
$
7,432
 
$
918
 
$
8,350
 
Provision for loan losses
   
-
   
500
   
500
 
Non-interest income
   
1,435
   
-
   
1,435
 
Non-interest expenses
   
7,196
   
-
   
7,196
 
Provision for income taxes
   
526
   
133
   
659
 
Income after tax
 
$
1,145
 
$
285
   
1,430
 
Discontinued operations, net of income taxes
               
1,764
 
Net income
             
$
3,194
 
                     
Selected Balance Sheet Accounts:
                   
Total assets
 
$
637,314
   
-
 
$
637,314
 
Total loans
   
494,033
   
-
   
494,033
 
Total deposits
   
449,130
   
-
   
449,130
 
 
 
 
Note 7: Earnings Per Share:
Earnings per share (“EPS”) consists of two separate components: basic EPS and diluted EPS. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for each period presented. Diluted EPS is calculated by dividing net income by the weighted average number of common shares outstanding plus dilutive common stock equivalents (“CSEs”). CSEs consist of dilutive stock options granted through the Company’s stock option plan. The following table is a reconciliation of the numerator and denominator used in calculating basic and diluted EPS. CSEs which are anti-dilutive are not included in the following calculation. At June 30, 2005, and 2004, respectively, there were no stock options that were not included in the calculation of EPS because the option exercise price is greater than the average market price for the period. The following tables are a comparison of EPS for the three months ended June 30, 2005 and 2004.



-12-

 
 

           
   
2005
 
2004
 
Three months ended June 30,
Income from Continuing Operations
 
$
2,035,000
       
$
847,000
       
 
   
 
   
Per 
         
Per
 
 
   
Shares 
   
Share
   
Shares
   
Share
 
Weighted average shares
                         
For period
   
8,393,604
         
8,059,352
       
Basic EPS
       
$
0.24
       
$
0.11
 
Add common stock equivalents
representing dilutive stock options
   
333,743
         
356,293
       
Effect on basic EPS of dilutive CSE
       
$
(.01
)
     
$
(.01
)
Equals total weighted average
                         
shares and CSE (diluted)
   
8,727,347
         
8,415,645
       
Diluted EPS
       
$
0.23
       
$
0.10
 
                           
Income from Discontinued Operations
 
$
-
       
$
836,000
       
                           
 
   
 
   
Per 
         
Per
 
 
   
Shares 
   
Share
   
Shares
   
Share
 
Weighted average shares
                         
For period
   
-
   
-
   
8,059,352
       
Basic EPS
                   
$
0.10
 
Add common stock equivalents
representing dilutive stock options
   
-
   
-
   
356,293
       
Effect on basic EPS of dilutive CSE
                     
-
 
Equals total weighted average
   
-
   
-
   
8,415,645
       
shares and CSE (diluted)
                         
Diluted EPS
                   
$
0.10
 
                           
Net Income
 
$
2,035,000
       
$
1,683,000
       
                           
                           
 
   
 
   
Per 
         
Per
 
 
   
Shares
   
Share
   
Shares
   
Share
 
Weighted average shares
                         
For period
   
8,393,604
         
8,059,352
       
Basic EPS
       
$
0.24
       
$
0.21
 
Add common stock equivalents
representing dilutive stock options
   
333,743
         
356,293
       
Effect on basic EPS of dilutive CSE
       
$
(0.01
)
     
$
(0.01
)
Equals total weighted average
   
8,727,347
         
8,415,645
       
shares and CSE (diluted)
                         
Diluted EPS
       
$
0.23
       
$
0.20
 
                           


 
-13-

 
The following tables are a comparison of EPS for the six months ended June 30, 2005 and 2004.

 
       
   
2005
 
2004
 
                   
Six months ended June 30,
Income from Continuing Operations
 
$
4,156,000
       
$
1,430,000
       
 
   
 
 
 
Per 
         
Per
 
 
   
Shares 
   
Share
   
Shares
   
Share
 
Weighted average shares
                         
For period
   
8,249,035
         
8,052,210
       
Basic EPS
       
$
0.50
       
$
0.18
 
Add common stock equivalents
representing dilutive stock options
   
436,516
         
460,920
       
Effect on basic EPS of dilutive CSE
       
$
(.02
)
     
$
(.01
)
Equals total weighted average
                         
shares and CSE (diluted)
   
8,685,551
         
8,513,130
       
Diluted EPS
       
$
0.48
       
$
0.17
 


 

       
Income from Discontinued Operations
 
$-
     
$1,764,000
     
       
Per
     
Per
 
   
Shares
 
Share
 
Shares
 
Share
 
Weighted average shares
                 
For period
 
-
 
-
 
8,052,210
     
Basic EPS
             
$0.22
 
Add common stock equivalents
representing dilutive stock options
 
-
 
-
 
460,920
     
Effect on basic EPS of dilutive CSE
             
$(0.01)
 
Equals total weighted average
 
-
 
-
 
8,513,130
     
shares and CSE (diluted)
                 
Diluted EPS
             
$0.21
 
       
Net Income
 
$
4,156,000
       
$
3,194,000
       
 
   
 
 
 
Per 
 
 
 
 
 
Per
 
 
 
 
Shares 
 
 
        Share
 
 
Shares
 
 
Share
 
Weighted average shares
                         
For period
   
8,249,035
         
8,052,210
       
Basic EPS
       
$
0.50
       
$
0.40
 
Add common stock equivalents
representing dilutive stock options
   
436,516
         
460,920
       
Effect on basic EPS of dilutive CSE
       
$
(0.02
)
     
$
(0.02
)
Equals total weighted average
   
8,685,551
         
8,513,130
       
shares and CSE (diluted)
                         
Diluted EPS
       
$
0.48
       
$
0.38
 



 

-14-


Note 8: Comprehensive Income

The following table displays net income and the components of other comprehensive income to arrive at total comprehensive income. The only components of other comprehensive income are those related to the unrealized gains (losses) on available for sale investment securities.  
 
 
(dollar amounts in thousands)
 
Three months ended
June 30,  
 
Six months ended
June 30,
 
   
2005
 
2004
 
2005
 
2004
 
Net income
 
$
2,035
 
$
1,683
 
$
4,156
 
$
3,194
 
                           
Other comprehensive loss, net of tax:
                         
    Unrealized losses on securities:
                         
    Unrealized holding losses during the period
   
(71
)
 
(409
)
 
(181
)
 
(435
)
Comprehensive income
 
$
1,964
 
$
1,274
 
$
3,975
 
$
2,759
 
                           

Amounts of other comprehensive income relating to discontinued operations are immaterial.

Note 9:  Restatement of Prior Year for Discontinued Operations

Prior year amounts have been restated to reflect the discontinued operations of First Bank of Delaware which was spun off effective as of January 1, 2005.



-15-


ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following is management’s discussion and analysis of significant changes in the Company’s results of operations, financial condition and capital resources presented in the accompanying consolidated financial statements. This discussion should be read in conjunction with the accompanying notes to the consolidated financial statements.

Certain statements in this document may be considered to be “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, such as statements that include the words “may,” “believes,” “expect,” “estimate,” “project,” “anticipate,” “should,” “intend,” “probability,” “risk,” “target,” “objective” and similar expressions or variations on such expressions. 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, Quarterly Reports on Form 10-Q, filed by the Company in 2005 and 2004, and any Current Reports on Form 8-K filed by the Company, as well as other filings.

Financial Condition:

June 30, 2005 Compared to December 31, 2004
 
Assets increased $116.7 million to $781.5 million at June 30, 2005, versus $664.8 million at December 31, 2004. This increase reflected a $50.8 million increase in net loans and a $58.0 million increase in Fed Funds sold. These loans were funded by increases in transaction accounts. It also reflected periodic increase, in overnight FHLB advances, which are utilized to manage liquidity.
 
Loans:
 
The loan portfolio represents the Company’s largest asset category and is its most significant source of interest income. The Company’s lending strategy focuses on small and medium size businesses and professionals that seek highly personalized banking services. Net loans increased $50.8 million, to $593.8 million at June 30, 2005, versus $543.0 million at December 31, 2004. Substantially all of the increase resulted from commercial and construction loans. The loan portfolio consists of secured and unsecured commercial loans including commercial real estate, construction loans, residential mortgages, automobile loans, home improvement loans, home equity loans and lines of credit, overdraft lines of credit and others. Commercial loans are originated as either fixed or variable rate loans with typical terms of 1 to 5 years. Commercial loans typically range between $250,000 and $5,000,000 but customers may borrow significantly larger amounts up to the legal lending limit of approximately $10.0 million at June 30, 2005. Individual customers may have several loans that are secured by different collateral.
 
 
-16-

 
Investment Securities:
 
Investment securities available-for-sale are investments which may be sold in response to changing market and interest rate conditions and for liquidity and other purposes. Republic’s investment securities available-for-sale consist primarily of U.S. Government debt securities, U.S. Government agency issued mortgage-backed securities, and debt securities which include corporate bonds and trust preferred securities. Available-for-sale securities totaled $40.5 million at June 30, 2005, which was comparable to the $43.7 million at year-end 2004. At June 30, 2005 and December 31, 2004, the portfolio had net unrealized gains of $193,000 and $502,000, respectively.
 
Investment securities held-to-maturity are investments for which there is the intent and ability to hold the investment to maturity. These investments are carried at amortized cost. The held-to-maturity portfolio consists primarily of Federal Home Loan Bank (“FHLB”) securities. At June 30, 2005, securities held to maturity totaled $7.3 million, compared to $5.4 million at year-end 2004 reflecting increased amounts of FHLB securities. At both dates, respective carrying values approximated market values.
 
Cash and Cash Equivalents:
 
Cash and due from banks, interest bearing deposits and federal funds sold are all liquid funds. The aggregate amount in these three categories increased by $68.3 million, to $105.0 million at June 30, 2005, from $36.7 million at December 31, 2004, as increases in deposit balances and overnight FHLB advances were invested in Federal Funds. The increase reflected large deposits which are likely short-term.
 
Other Interest-Earning Restricted Cash:
 
Other interest-earning restricted cash represents funds provided to fund an offsite ATM network for which Republic is compensated. At June 30, 2005, and December 31, 2004, the balance was $2.9 million.
 
Fixed Assets:
 
Premises and equipment, net of accumulated depreciation, increased $142,000 to $3.8 million at June 30, 2005. The increase reflected software for the commercial loan department and other data processing equipment.
 
Other Real Estate Owned:
 
Other real estate owned amounted to $137,000 at June 30, 2005 and December 31, 2004.
 
Business Owned Life Insurance:
 
The balance of business owned life insurance amounted to $10.8 million at June 30, 2005 and $10.6 million at December 31, 2004. The income earned on these policies is reflected in other income.
 
Deposits:
 
Deposits, which include non-interest and interest-bearing demand deposits, money market, savings and time deposits, are Republic’s major source of funding. Deposits are generally solicited from the Company’s market area through the offering of a variety of products to attract and retain customers, with a primary focus on multi-product relationships. Institutional deposits also may be utilized when they represent a lower-cost funding alternative.
 
Period end deposits increased by $64.7 million to $575.4 million at June 30, 2005, from $510.7 million at December 31, 2004. The majority of that increase represents balances that are likely short-term. Average transaction accounts increased 47.2% or $127.9 million more than the prior year period to $399.0 million in the second quarter of 2005. A portion of that increase is likely short-
 
 
-17-

 
term. Deposit growth benefited from the Company’s business development efforts. Period end time deposits decreased $36.1 million, or 19.3% to $151.0 million at June 30, 2005, versus $187.2 million at the prior year-end. The decrease resulted primarily from the maturity of institutional deposits which were replaced by transaction accounts and overnight funds.
 
FHLB Borrowings:
 
FHLB borrowings totaled $134.7 million at June 30, 2005 and $86.1 million at December 31, 2004. The June 30, 2005 balance was comprised wholly of overnight borrowings.
 
Shareholders’ Equity:
 
Total shareholders’ equity increased $4.8 million to $58.6 million at June 30, 2005, versus $53.8 million at December 31, 2004. This increase was primarily the result of year-to-date net income of $4.2 million.

 
Three Months Ended June 30, 2005 Compared to June 30, 2004
Results of Operations:

Overview

The Company's income from continuing operations increased to $2.0 million or $0.23 per diluted share for the three months ended June 30, 2005, compared to $847,000, or $0.10 per diluted share for the comparable prior year period. The improvement reflected a $2.8 million, or 36.9%, increase in total interest income, reflecting higher rates and a 19.9% increase in average loans outstanding. Interest expense decreased $297,000 between the periods, notwithstanding additional funding required for that loan growth. The decrease in interest expense reflected the maturity of relatively high cost FHLB advances. Accordingly, net interest income increased $3.1 million between the periods. Increases in short term interest rates also increased yields on loans tied to prime, which exceeded increases in interest paid on certain deposits, further contributing to the increased margin. Increased net income resulted in a return on average assets and average equity from continuing operations of 1.18% and 14.26% respectively, in the second quarter of 2005 compared to .54% and 6.89% respectively for the same period in 2004.

Analysis of Net Interest Income

Historically, the Company's earnings have depended significantly upon net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income is impacted by changes in the mix of the volume and rates of interest-earning assets and interest-bearing liabilities.
 
 
 
-18-

 

   
For the three months ended    
 
For the three months ended    
 
 
 
June 30, 2005   
 
June 30, 2004    
 
Interest-earning assets:
                         
   
 
 
Interest
 
 
 
 
 
Interest
 
 
 
(Dollars in thousands)
 
Average
 
Income/
 
Yield/
 
Average
 
Income/
 
Yield/
 
 
 
Balance
 
Expense
 
Rate
 
Balance
 
Expense
 
Rate
 
Federal funds sold
                         
and other interest-
                         
earning assets
 
$
27,900
 
$
195
   
2.80
%
$
53,916
 
$
146
   
1.10
%
Securities
   
45,046
   
441
   
3.92
%
 
64,147
   
501
   
3.12
%
Loans receivable
   
577,421
   
9,859
   
6.85
%
 
481,565
   
7,018
   
5.85
%
Total interest-earning assets
   
650,367
   
10,495
   
6.47
%
 
599,628
   
7,665
   
5.13
%
                                       
Other assets
   
39,793
               
34,927
             
                                       
Total assets
 
$
690,160
             
$
634,555
             
                                       
Interest-bearing liabilities:
                                     
Demand-non interest
                                     
bearing
 
$
86,968
             
$
85,906
             
Demand interest-bearing
   
45,791
 
$
72
   
0.63
%
 
55,356
 
$
83
   
0.60
%
Money market & savings
   
266,280
   
1,691
   
2.55
%
 
129,850
   
482
   
1.49
%
Time deposits
   
168,639
   
1,257
   
2.99
%
 
173,750
   
1,251
   
2.89
%
Total deposits
   
567,678
   
3,020
   
2.13
%
 
444,862
   
1,816
   
1.66
%
Total interest-bearing
                                     
deposits
   
480,710
   
3,020
   
2.52
%
 
358,956
   
1,816
   
2.03
%
                                       
Other borrowings
   
59,214
   
544
   
3.68
%
 
135,179
   
2,045
   
6.07
%
                                       
Total interest-bearing
                                     
liabilities
 
$
539,924
 
$
3,564
   
2.65
%
$
494,135
 
$
3,861
   
3.13
%
Total deposits and
                                     
other borrowings
   
626,892
   
3,564
   
2.28
%
 
580,041
   
3,861
   
2.67
%
                                       
Non interest-bearing
                                     
liabilites
   
6,030
               
5,217
             
Shareholders' equity
   
57,238
               
49,297
             
Total liabilities and
                                     
shareholders' equity
 
$
690,160
             
$
634,555
             
                                       
Net interest income
       
$
6,931
             
$
3,804
       
Net interest spread
               
3.82
%
             
2.00
%
                                       
Net interest margin
               
4.27
%
             
2.54
%
Net interest margin not including
                                     
tax refund loans
               
4.22
%
             
2.50
%
                                       
                                       


 
-19-


The rate volume table below presents an analysis of the impact on interest income and expense resulting from changes in average volumes and rates during the period. Changes due to rate and volume variances have been allocated to rate.

Rate/Volume Table


   
Three months ended June 30, 2005     
 
 
versus June 30, 2004     
 
 
(dollars in thousands)   
   
Due to change in:     
   
Volume
 
Rate
 
Total
 
Interest earned on:
             
               
    Federal funds sold
 
$
(182
)
$
231
 
$
49
 
    Securities
   
(189
)
 
129
   
(60
)
    Loans
   
1,641
   
1,200
   
2,841
 
      Total interest-earning assets
   
1,270
   
1,560
   
2,830
 
                     
Interest expense of deposits
                   
    Interest-bearing demand deposits
   
15
   
(4
)
 
11
 
    Money market and savings
   
(870
)
 
(341
)
 
(1,211
)
    Time deposits
   
38
   
(42
)
 
(4
)
      Total deposit interest expense
   
(817
)
 
(387
)
 
(1,204
)
    Other borrowings
   
699
   
802
   
1,501
 
            Total interest expense
   
(118
)
 
415
   
297
 
Net interest income
 
$
1,152
 
$
1,975
 
$
3,127
 
                     


The Company’s net interest margin increased 173 basis points to 4.27% for the three months ended June 30, 2005, versus 2.54% in the prior year comparable period. Excluding the impact of tax refund loans, margins similarly increased 172 basis points to 4.22% in the second quarter of 2005 from 2.50% in the prior year comparable period. The vast majority of tax refund loan income is earned in the first quarter of the year.

While yields on interest-bearing assets increased 134 basis points to 6.47% in second quarter 2005 from 5.13% in second quarter 2004, the yield on total deposits and other borrowings fell 39 basis points to 2.28% from 2.67% between those respective periods. Those 134 and 39 basis point improvements comprise the majority of the improvement in the margin. The increase in yields on assets resulted primarily from the 225 basis points of increases in short-term interest rates between the two quarters. The decrease in the cost of funds reflected the impact of the maturity of relatively high cost FHLB advances. A total of $125.0 million of Federal Home Loan Bank (“FHLB”) advances which carried an average interest rate of 6.20% matured beginning the third quarter of 2004 through the first quarter of 2005.
 
The Company's net interest income increased $3.1 million, or 82.2%, to $6.9 million for the three months ended June 30, 2005, from $3.8 million for the prior year comparable period. As shown in the Rate Volume table above, the increase in net interest income was due primarily to the increased volume of loans. Higher rates on loans resulted primarily from variable rate loans which immediately adjust to increases in the prime rate. Other borrowings expense decreased as a result of the maturity of the $125.0 million of FHLB advances, which were only partially replaced by lower cost overnight FHLB borrowings. Average interest-earning assets amounted to $650.4 million for second quarter 2005 and
 
 
-20-

 
$599.6 million for second quarter 2004. Substantially all of the $50.7 million increase resulted from loan growth.
 
The Company's total interest income increased $2.8 million, or 36.9%, to $10.5 million for the three months ended June 30, 2005, from $7.7 million for the prior year comparable period. Interest and fees on loans increased $2.8 million, or 40.5%, to $9.9 million for the three months ended June 30, 2005, from $7.0 million for the prior year comparable period. The majority of the increase resulted from a 19.9% increase in average loan balances. In second quarter 2005, average loan balances amounted to $577.4 million, compared to $481.6 million in the comparable prior year period. The balance of the 40.5% increase in interest on loans resulted primarily from the repricing of the variable rate portfolio to higher short term market interest rates. Interest and dividends on investment securities decreased $60,000 to $441,000 for the three months ended June 30, 2005, from $501,000 for the prior year comparable period. This decline reflected the $19.1 million, or 29.8%, decrease in average investment securities outstanding to $45.0 million for second quarter 2005 from $64.1 million for the comparable prior year period. The reduction in securities balances resulted from the continued deferral of long-term securities purchases. Interest on federal funds sold and other interest-earning assets increased $49,000, or 33.6%, due to increases in short-term market interest rates.
 
The Company's total interest expense decreased $297,000, or 7.7%, to $3.6 million for the three months ended June 30, 2005, from $3.9 million for the prior year comparable period. The decrease in interest expense reflected the maturity of $125.0 million of FHLB advances, with an average rate of 6.20%. Those advances were replaced by overnight FHLB borrowings and deposits which generally bore interest at 3.25% or less. Interest-bearing liabilities averaged $539.9 million for the three months ended June 30, 2005, versus $494.1 million for the prior year comparable period, or an increase of $45.8 million. The increase reflected additional funding utilized for loan growth. Average transaction account balances increased $127.9 million which facilitated a $76.0 million decrease in other borrowings. A portion of the increase in transaction accounts is likely short-term. The average rate paid on interest-bearing liabilities decreased 48 basis points to 2.65% for the three months ended June 30, 2005. That decrease resulted notwithstanding the increase in market interest rates due primarily to the maturity of the 6.20% average rate FHLB advances. All such advances had matured by March 31, 2005. Money market and savings interest expense increased $1.2 million to $1.7 million in second quarter 2005, from $482,000 in the comparable prior year period. Related average balances increased $136.4 million, or 105.1%, in those respective periods, and accounted for the majority of the increase. A portion of that increase is likely short-term. The balance of the increase reflected the higher short-term interest rate environment, which while increased, lagged the general increase in short-term market interest rates. Accordingly, rates on total interest-bearing deposits increased 49 basis points in second quarter 2005 compared to second quarter 2004, while short term rates increased approximately 225 basis points between those periods.
 
Interest expense on time deposits (certificates of deposit) amounted to $1.3 million in second quarter 2005 and 2004. Average time deposits decreased $5.1 million, or 2.9%, between those periods. Average rates increased only 10 basis points between those periods, as increases lagged the increases in short-term market interest rates.

Interest expense on other borrowings decreased $1.5 million to $544,000 in second quarter 2005, as a result of decreased average balances and lower rates. Average other borrowings, substantially all FHLB advances and overnight borrowings, decreased $76.0 million, or 56.2%, between those respective periods. These reductions in balances reflected the increases in transaction accounts, which were utilized as a less costly funding source for loan growth. As the $125.0 million of 6.20% average rate FHLB advances matured, these were replaced with less costly transaction accounts, or overnight FHLB borrowings. Overnight borrowings were available at a significant low rate than the FHLB advances and
 
 
-21-

 
 lowered the rate of other borrowings to 3.68% in second quarter 2005, compared to 6.07% in the comparable prior year period.

Provision for Loan Losses
 
The provision for loan losses is charged to operations in an amount necessary to bring the total allowance for loan losses to a level that reflects the known and estimated inherent losses in the portfolio. The provision for loan losses amounted to $119,000 in second quarter 2005. The provision primarily reflected amounts required to increase the allowance for loan growth in accordance with the Company’s methodology. It also reflected the impact of approximately $228,000 of tax refund loan recoveries on loans previously changed off. Those recoveries resulted in an allowance balance which exceeded that determined by the Company’s methodology. The quarterly provision was reduced accordingly.

 
Non-Interest Income
 
Total non-interest income decreased $83,000 to $759,000 for the three months ended June 30, 2005, versus $842,000 for the prior year comparable period. The decrease reflected a decrease in other income, which resulted from one time charges for special services to a bank customer in the prior year. The three months ended June 30, 2005 also included a $97,000 gain on call of securities.
 
Non-Interest Expenses
 
Total non-interest expenses increased $941,000 or 26.2% to $4.5 million for the three months ended June 30, 2005, from $3.6 million for the prior year comparable period. Salaries and employee benefits increased $559,000 or 30.0%, to $2.4 million for the three months ended June 30, 2005, from $1.9 million for the prior year comparable period. That increase reflected additional salary expense related to increased commercial loan and deposit production including related support staff and staff for the new branch location. It also reflected annual merit increases which are targeted at approximately 3%.
 
Occupancy expense increased $66,000, or 19.6%, to $402,000. The increase reflected an additional branch location which was opened in first quarter 2005.
 
Depreciation expense increased $26,000 or 11.1% to $261,000 for the three months ended June 30, 2005, versus $235,000 for the prior year comparable period. The increase reflected the additional branch location, and the purchase of commercial loan and other software.
 
Legal fees decreased $38,000, or 18.4%, to $169,000 in second quarter 2005, compared to $207,000 in second quarter 2004, resulting from reduced fees on a number of different matters.
 
Advertising expense increased $16,000, or 57.1%, to $44,000 in second quarter 2005, compared to $28,000 in second quarter 2004. The increase reflected an increase in the number of advertisements.
 
State taxes increased $31,000, or 21.2%, to $177,000 for the three months ended June 30, 2005, versus $146,000 for the comparable prior year period. The increase reflected an increase in Pennsylvania shares tax.
 
Other expenses increased $281,000, or 36.0% to $1.1 million for the three months ended June 30, 2005, from $780,000 for the prior year comparable period. The increase reflected a $63,000 increase in data processing expense reflecting the outsourcing of check processing. In previous periods, Republic employees had performed these functions, and related expense was included in salaries and benefits. Audit and accounting fees increased approximately $40,000, reflecting expense connected with Sarbanes Oxley compliance. Other real estate owned expense increased $40,000 as a result of the payment of real estate taxes on the Company’s single other real estate owned property.
 


-22-


Provision for Income Taxes
 
The provision for income taxes for continuing operations increased $596,000, to $1.0 million for the three months ended June 30, 2005, from $401,000 for the prior year comparable period. That increase was primarily the result of the increase in pre-tax income. The effective tax rates in those periods were 33% and 32% respectively. The effective rate was slightly lower in the 2004 period due to the impact of a relatively fixed amount of tax exempt income on lower income.

 
Six Months Ended June 30, 2005 Compared to June 30, 2004

Results of Operations:

Overview

The Company's income from continuing operations increased to $4.2 million or $0.48 per diluted share for the six months ended June 30, 2005, compared to $1.4 million, or $0.17 per diluted share for the comparable prior year period. The improvement reflected a $5.2 million, or 32.1%, increase in total interest income, reflecting higher rates and a 20.5% increase in average loans outstanding. Interest expense decreased $600,000 between the periods, notwithstanding additional funding required for that loan growth. The decrease in interest expense reflected the maturity of relatively high cost FHLB advances. Accordingly, net interest income increased $5.8 million between the periods. Increases in short term interest rates also increased yields on loans tied to prime, which exceeded increases in interest paid on certain deposits, further contributing to the increased margin. The increased net income resulted in a return on average assets and average equity from continuing operations of 1.17 % and 14.96% respectively, in the first six months of 2005 compared to .44% and 5.91% respectively for the same period in 2004.

Analysis of Net Interest Income

Historically, the Company's earnings have depended significantly upon net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income is impacted by changes in the mix of the volume and rates of interest-earning assets and interest-bearing liabilities.
 
 

 
-23-

 

 

 
 
For the six months ended    
 
For the six months ended    
 
 
 
June 30, 2005    
 
June 30, 2004    
 
Interest-earning assets:
                         
   
 
 
Interest
 
 
 
 
 
Interest
 
 
 
(Dollars in thousands)
 
Average
 
Income/
 
Yield/
 
Average
 
Income/
 
Yield/
 
 
 
Balance
 
Expense
 
Rate
 
Balance
 
Expense
 
Rate
 
Federal funds sold
                         
and other interest-
                         
earning assets
 
$
52,526
 
$
671
   
2.56
%
$
67,594
 
$
361
   
1.07
%
Securities
   
46,902
   
885
   
3.77
%
 
65,987
   
1,076
   
3.26
%
Loans receivable
   
572,106
   
19,771
   
6.93
%
 
474,913
   
14,711
   
6.21
%
Total interest-earning assets
   
671,534
   
21,327
   
6.37
%
 
608,494
   
16,148
   
5.32
%
                                       
Other assets
   
42,171
               
36,497
             
                                       
Total assets
 
$
713,705
             
$
644,991
             
                                       
Interest-bearing liabilities:
                                     
Demand-non interest
                                     
bearing
 
$
90,245
             
$
80,802
             
Demand interest-bearing
   
50,385
 
$
157
   
0.62
%
 
56,222
 
$
170
   
0.61
%
Money market & savings
   
220,507
   
2,571
   
2.34
%
 
119,741
   
865
   
1.45
%
Time deposits
   
225,547
   
3,288
   
2.92
%
 
189,366
   
2,627
   
2.78
%
Total deposits
   
586,684
   
6,016
   
2.06
%
 
446,131
   
3,662
   
1.65
%
Total interest-bearing
                                     
deposits
   
496,439
   
6,016
   
2.43
%
 
365,329
   
3,662
   
2.01
%
                                       
Other borrowings
   
63,750
   
1,182
   
3.72
%
 
141,674
   
4,136
   
5.85
%
                                       
Total interest-bearing
                                     
liabilities
 
$
560,189
 
$
7,198
   
2.58
%
$
507,003
 
$
7,798
   
3.08
%
Total deposits and
                                     
other borrowings
   
650,434
   
7,198
   
2.22
%
 
587,805
   
7,798
   
2.66
%
                                       
Non interest-bearing
                                     
liabilites
   
7,235
               
8,638
             
Shareholders' equity
   
56,036
               
48,548
             
Total liabilities and
                                     
shareholders' equity
 
$
713,705
             
$
644,991
             
                                       
Net interest income
       
$
14,129
             
$
8,350
       
Net interest spread
               
3.79
%
             
2.24
%
                                       
Net interest margin
               
4.22
%
             
2.75
%
Net interest margin not including
                                     
tax refund loans
               
3.90
%
             
2.48
%
                                       
                                       

 

-24-

 

 

The rate volume table below presents an analysis of the impact on interest income and expense resulting from changes in average volumes and rates during the period. Changes due to rate and volume variances have been allocated to rate.

Rate/Volume Table


   
Six months ended June 30, 2005    
 
   
versus June 30, 2004   
   
   
  (dollars in thousands)   
   
Due to change in:
 
 
 
 
 
 
Volume
 
Rate
 
Total
 
Interest earned on:
             
               
    Federal funds sold
   
($192
)
$
502
 
$
310
 
    Securities
   
(368
)
 
177
   
(191
)
    Loans
   
3,367
   
1,693
   
5,060
 
      Total interest-earning assets
   
2,807
   
2,372
   
5,179
 
                     
Interest expense of
                   
     deposits
                   
    Interest-bearing demand deposits
   
18
   
(5
)
 
13
 
    Money market and savings
   
(1,178
)
 
(528
)
 
(1,706
)
    Time deposits
   
(528
)
 
(133
)
 
(661
)
    Total deposit interest expense
   
(1,688
)
 
(666
)
 
(2,354
)
    Other borrowings
   
1,449
   
1,505
   
2,954
 
           Total interest expense
   
(239
)
 
839
   
600
 
Net interest income
 
$
2,568
 
$
3,211
 
$
5,779
 
 

The Company’s net interest margin increased 147 basis points to 4.22% for the six months ended June 30, 2005, versus the prior year comparable period. Excluding the impact of tax refund loans, margins similarly increased 142 basis points to 3.90% in the first six months of 2005 from 2.48% in the prior year comparable period.

While yields on interest-bearing assets increased 105 basis points to 6.37% in the first six months of 2005 from 5.32% in the comparable prior year period, the yields on total deposits and other borrowings fell 44 basis points to 2.22% from 2.66% between those respective periods. Those 105 and 44 basis point improvements comprise the majority of the improvement in the margin. The increase in yields on assets resulted primarily from the 225 basis points of increases in short-term interest rates between the two quarters. The decrease in the cost of funds reflected the impact of the maturity of relatively high cost FHLB advances. A total of $125.0 million of Federal Home Loan Bank (“FHLB”) advances which carried an average interest rate of 6.20% matured beginning the third quarter of 2004 through the first quarter of 2005.
 
The Company's net interest income increased $5.8 million, or 69.2%, to $14.1 million for the six months ended June 30, 2005, from $8.4 million for the prior year comparable period. As shown in the Rate Volume table above, the increase in net interest income was due primarily to the increased volume of loans. Higher rates on loans resulted primarily from variable rate loans which immediately adjust to increases in the prime rate. Other borrowings expense decreased as a result of the maturity of the $125.0
 
 
-25-

 
million of FHLB advances, which were only partially replaced by lower cost overnight FHLB borrowings. The net interest margin reflected first quarter seasonal tax refund loan income which increased the margin by $1.2 million in year to date 2005, compared to $918,000 in the year to date 2004. Average interest-earning assets amounted to $671.5 million for 2005 and $608.5 million for year to date 2004. Substantially all of the $63.0 million increase resulted from loan growth.
 
The Company's total interest income increased $5.2 million, or 32.1%, to $21.3 million for the six months ended June 30, 2005, from $16.1 million for the prior year comparable period. Interest and fees on loans increased $5.1 million to $19.8 million for the six months ended June 30, 2005, from $14.7 million for the prior year comparable period. The majority of the increase resulted from a 20.5% increase in average loan balances. For year to date 2005, average loan balances amounted to $572.1 million, compared to $474.9 million in the comparable prior year period. The balance of the increase in interest on loans resulted primarily from the repricing of the variable rate loan portfolio to higher short term market interest rates. Interest and dividends on investment securities decreased $191,000 to $885,000 for the six months ended June 30, 2005, from $1.1 million for the prior year comparable period. This decline reflected the $19.1 million, or 28.9%, decrease in average investment securities outstanding to $46.9 million for year to date 2005 from $66.0 million for the comparable prior year period. The reduction in securities balances resulted from the continued deferral of long-term securities purchases. Interest on federal funds sold and other interest-earning assets increased $310,000, or 85.9%, due to increases in short-term market interest rates.
 
The Company's total interest expense decreased $600,000, or 7.7%, to $7.2 million for the six months ended June 30, 2005, from $7.8 million for the prior year comparable period. The decrease in interest expense reflected the maturity of $125.0 million of FHLB advances, with an average rate of 6.20%. Those advances were replaced by overnight and FHLB borrowings and deposits which generally bore interest at 3.25% or less. Interest-bearing liabilities averaged $560.2 million for the six months ended June 30, 2005, versus $507.0 million for the prior year comparable period, or an increase of $53.2 million. The increase reflected additional funding utilized for loan growth. Average transaction account balances increased $104.4 million which facilitated a $77.9 million decrease in other borrowings. A portion of the increase in transaction accounts is likely short-term. The average rate paid on interest-bearing liabilities decreased 50 basis points to 2.58% for the six months ended June 30, 2005. That decrease resulted notwithstanding the increase in market interest rates due primarily to the maturity of the 6.20% average rate FHLB advances. All such advances had matured by March 31, 2005. Money market and savings interest expense increased $1.7 million to $2.6 million in year to date 2005, from the comparable prior year period. Related average balances increased $100.8 million, or 84.2%, in those respective periods, and accounted for the majority of the increase. The balance of the increase reflected the higher short-term interest rate environment, which while increased, lagged the general increase in short-term market interest rates. Accordingly, rates on total interest-bearing deposits increased 33 basis points in year to date 2005 compared to year to date 2004, while short term rates increased approximately 225 basis points between those periods.
 
Interest expense on time deposits (certificates of deposit) increased $661,000, or 25.2% to $3.3 million for year to date 2005, from $2.6 million for the prior year comparable period. The majority of that increase resulted from increases in related average balances. Average time deposits increased $36.2 million, or 19.1%, between those periods. Average rates increased only 14 basis points between those periods, as increases lagged the increases in short-term market interest rates.

Interest expense on other borrowings decreased $3.0 million to $1.2 in year to date 2005, as a result of decreased average balances and rates. Average other borrowings, substantially all FHLB advances and overnight borrowings, decreased $77.9 million, or 55.0%, between those respective periods. These reductions in balances reflected the increases in transaction accounts, which were utilized as a less costly funding source for loan growth. As the $125.0 million of 6.20% average rate FHLB advances matured,
 
 
 
-26-

 
 these were replaced with less costly transaction accounts, or overnight FHLB borrowings. Overnight borrowings were available at a significant lower rate than the FHLB advances and lowered the rates on other borrowings to 3.72% in year to date 2005 compared to 5.85% in the comparable prior year period.

Provision for Loan Losses
 
The provision for loan losses is charged to operations in an amount necessary to bring the total allowance for loan losses to a level that reflects the known and estimated inherent losses in the portfolio. The provision for loan losses amounted to $822,000 in year to date 2005. That provision reflected $919,000 for first quarter losses on tax refund loans, and amounts required to increase the allowance for loan growth. It also reflected the impact of the approximately $228,000 of second quarter tax refund loan recoveries on loans previously charged off and a $252,000 first quarter commercial loan recovery. That recovery resulted in an allowance balance which exceeded that determined by the Company’s methodology. The quarterly provision was reduced accordingly.

 
Non-Interest Income
 
Total non-interest income increased $467,000 to $1.9 million for the six months ended June 30, 2005, versus $1.4 million for the prior year comparable period. The increase reflected a one time $251,000 award in a lawsuit. It also reflected a $97,000 gain on call of security.
 
Non-Interest Expenses
 
Total non-interest expenses increased $1.8 million or 25.2% to $9.0 million for the six months ended June 30, 2005, from $7.2 million for the prior year comparable period. Salaries and employee benefits increased $953,000 or 25.8%, to $4.7 million for the six months ended June 30, 2005, from $3.7 million for the prior year comparable period. That increase reflected additional salary expense related to commercial loan and deposit production, including related support staff and staff for the new branch location. It also reflected annual merit increases which are targeted at approximately 3%.
 
Occupancy expense increased $109,000, or 16.2%, to $781,000. The increase reflected an additional branch location which was opened in first quarter 2005.
 
Depreciation expense increased $126,000 or 27.7% to $581,000 for the six months ended June 30, 2005, versus $455,000 for the prior year comparable period. The majority of the increase resulted from the write-off of assets determined to have shorter lives than originally expected. It also reflected the additional branch location, and purchase of commercial loan and other software.
 
Legal fees decreased $70,000, or 17.1%, to $340,000 in year to date 2005, compared to $410,000 in the comparable prior year, resulting from reduced fees on a number of different matters.
 
Advertising expense decreased $4,000, or 4.3%, to $89,000 in year to date 2005, compared to $93,000 in the comparable prior year period. The decrease reflected a decrease in the number of advertisements.
 
State taxes increased $31,000 or 10.7% to $320,000 for year to date 2005 versus $289,000 for the comparable prior year period. The increase reflected an increase in Pennsylvania shares tax.
 
Other expenses increased $670,000, or 42.4% to $2.3 million for the six months ended June 30, 2005, from $1.6 million for the prior year comparable period. The increase reflected a $167,000 increase in data processing expense reflecting the outsourcing of check processing. In previous periods, Republic employees had performed these functions, and related expense was included in salaries and benefits. Audit and accounting fees increased approximately $99,000, reflecting expense connected with Sarbanes Oxley compliance. Other real estate owned expense increased $40,000 as a result of the payment of real estate taxes on the Company’s single other real estate owned property. The increase also reflected $99,000 of staff acquisition fees.
 

-27-

 
Provision for Income Taxes
 
The provision for income taxes for continuing operations increased $1.4 million, to $2.0 million for the six months ended June 30, 2005, from $659,000 for the prior year comparable period. That increase was primarily the result of the increase in pre-tax income. The effective tax rates in those periods were 33% and 32% respectively. The effective rate was slightly lower in the 2004 period due to the impact of a relatively fixed amount of tax exempt income on lower income.
 
Commitments, Contingencies and Concentrations
 
Republic is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit totaling $186.1 million at June 30, 2005. These instruments involve to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements.
 
Credit risk is defined as the possibility of sustaining a loss due to the failure of the other parties to a financial instrument to perform in accordance with the terms of the contract. The maximum exposure to credit loss under commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same underwriting standards and policies in making credit commitments as it does for on-balance-sheet instruments.
 
Financial instruments whose contract amounts represent potential credit risk are commitments to extend credit of approximately $179.5 million and $156.6 million and standby letters of credit of approximately $6.6 million and $8.0 million at June 30, 2005, and December 31, 2004, respectively.
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and many require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Republic evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include real estate, marketable securities, pledged deposits, equipment and accounts receivable.
 
Standby letters of credit are conditional commitments that guarantee the performance of a customer to a third party. The credit risk and collateral policy involved in issuing letters of credit is essentially the same as that involved in extending loan commitments. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies but may include real estate, marketable securities, pledged deposits, equipment and accounts receivable.

-28-


Regulatory Matters
 
The following table presents the Company’s capital regulatory ratios at June 30, 2005, and December 31, 2004:
 
           Actual    
For Capital
Adequacy purposes     
 
  To be well
capitalized under FRB
capital guidelines   
 
        
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Dollars in thousands
                         
At June 30, 2005
                         
  Total risk based capital                          
   Republic First Bank
       
$
68,757
   
11.64
%
$
47,251
   
8.00
%
$
59,064
   
10.00
%
   Republic First Bancorp, Inc.
         
68,757
   
11.64
%
$
47,251
   
8.00
%
 
-
   
N/A
 
Tier one risk based capital
                                           
   Republic First Bank
         
61,761
   
10.46
%
 
23,626
   
4.00
%
 
35,439
   
6.00
%
   Republic First Bancorp, Inc.
         
61,761
   
10.46
%
 
23,626
   
4.00
%
 
-
   
N/A
 
Tier one leveraged capital
                                           
   Republic First Bank
         
61,761
   
8.96
%
 
34,453
   
5.00
%
 
34,453
   
5.00
%
     Republic First Bancorp, Inc.
         
61,761
   
8.96
%
 
34,453
   
5.00
%
 
-
   
N/A
 
                                             
 
  
          Actual      
For Capital
Adequacy purposes     
 
  To be well
capitalized under FRB
capital guidelines  
 
        
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
At December 31, 2004
                         
  Total risk based capital                          
   Republic First Bank
       
$
64,251
   
12.09
%
$
42,526
   
8.00
%
$
53,158
   
10.00
%
   Republic First Bancorp, Inc.
         
64,251
   
12.09
%
 
42,526
   
8.00
%
 
-
   
N/A
 
Tier one risk based capital
                                           
   Republic First Bank
         
57,606
   
10.84
%
 
21,263
   
4.00
%
 
31,895
   
6.00
%
   Republic First Bancorp, Inc.
         
57,606
   
10.84
%
 
21,263
   
4.00
%
 
-
   
N/A
 
 
Tier one leveraged capital
                                           
   Republic First Bank
         
57,606
   
9.25
%
 
31,143
   
5.00
%
 
31,143
   
5.00
%
   Republic First Bancorp, Inc.
         
57,606
   
9.25
%
 
31,143
   
5.00
%
 
-
   
N/A
 

 
 Dividend Policy
 
The Company has not paid any cash dividends on its common stock, but may consider dividend payments in the future.
 
Liquidity
 
Financial institutions must maintain liquidity to meet day-to-day requirements of depositors and borrowers, take advantage of market opportunities and provide a cushion against unforeseen needs. Liquidity needs can be met by utilizing cash and federal funds sold, converting assets to cash through computer repurchase or sale various or drawing upon lines of credit cash generated by increasing deposits represents the primarily source of liquidity.
 
Regulatory authorities require certain liquidity ratios such that Republic maintains available funds, or can obtain available funds at reasonable rates, in order to satisfy commitments to borrowers and depositors. In response to these requirements, Republic has formed an Asset/Liability Committee
 
 
-29-

 
 (“ALCO”), comprised of selected members of the board of directors and senior management, which monitors such ratios. The purpose of the Committee is in part, to monitor liquidity and adherence to the ratios in addition to managing the relative interest rate risk to Republic. The ALCO meets at least quarterly.
 
Republic’s most liquid assets, consisting of cash due from banks, deposits with banks and federal funds sold, totaled $105.0 million at June 30, 2005, compared to $36.7 million at December 31, 2004, due primarily to an increase in federal funds sold. Loan maturities and repayments, if not reinvested in loans, also are immediately available for liquidity. At June 30, 2005, Republic estimated that in excess of $50.0 million of loans would mature or be repaid in the six month period that will end December 31, 2005. Additionally, the majority of its securities are available to satisfy liquidity requirements through pledges to the FHLB to access Republic’s line of credit.
 

Funding requirements have historically been satisfied primarily by generating transaction accounts and certificates of deposit with competitive rates, and utilizing the facilities of the FHLB. At June 30, 2005, Republic had $35.8 million in unused lines of credit readily available under arrangements with the FHLB and correspondent banks compared to $100.6 million at December 31, 2004. These lines of credit enable Republic to purchase funds for short or long-term needs at rates often lower than other sources and require pledging of securities or loan collateral. The amount of available credit has been decreasing with the prepayment of mortgage backed loans and securities.
 
 
At June 30, 2005, Republic had aggregate outstanding commitments (including unused lines of credit and letters of credit) of $186.1 million. Certificates of deposit scheduled to mature in one year totaled $57.3 million at June 30, 2005. There were no FHLB advances outstanding at June 30, 2005, and short-term borrowings of $134.7 million consisted wholly of overnight FHLB borrowings. The Company anticipates that it will have sufficient funds available to meet its current commitments.
 
Republic’s target and actual liquidity levels are determined by comparisons of the estimated repayment and marketability of its interest-earning assets and projected future outflows of deposits and other liabilities. Republic has established a line of credit from a correspondent bank to assist in managing Republic’s liquidity position. That line of credit totaled $10.0 million and was unused at June 30, 2005. Republic has established a line of credit with the Federal Home Loan Bank of Pittsburgh with a maximum borrowing capacity of approximately $170.4 million. As of June 30, 2005, Republic had borrowed $134.7 million under that line of credit. Securities also represent a primary source of liquidity. Accordingly, investment decisions generally reflect liquidity over other considerations.
 
Republic’s primary short-term funding sources are certificates of deposit and its securities portfolio. The circumstances that are reasonably likely to affect those sources are as follows. Republic has historically been able to generate certificates of deposit by matching Philadelphia market rates or paying a premium rate of 25 to 50 basis points over those market rates. It is anticipated that this source of liquidity will continue to be available; however, its incremental cost may vary depending on market conditions. Republic’s securities portfolio is also available for liquidity, usually as collateral for FHLB advances. Because of the FHLB’s AAA rating, it is unlikely those advances would not be available. But even if they are not, numerous investment companies would likely provide repurchase agreements up to the amount of the market value of the securities.
 
Republic’s ALCO is responsible for managing its liquidity position and interest sensitivity. That committee’s primary objective is to maximize net interest income while configuring interest-sensitive assets and liabilities to manage interest rate risk and provide adequate liquidity.
 
 
-30-


Investment Securities Portfolio
 
At June 30, 2005, the Company had identified certain investment securities that are being held for indefinite periods of time, including securities that will be used as part of the Company’s asset/liability management strategy and that may be sold in response to changes in interest rates, prepayments and similar factors. These securities are classified as available for sale and are intended to increase the flexibility of the Company’s asset/liability management. Available for sale securities consisted of U.S. Government Agency securities and other investments. The book and market values of investment securities available for sale were $40.3 million and $40.5 million as of June 30, 2005, respectively. The net unrealized gain on investment securities available for sale as of that date was approximately $200,000.

Loan Portfolio

The Company’s loan portfolio consists of secured and unsecured commercial loans including commercial real estate loans, loans secured by one-to-four family residential property, commercial construction and residential construction loans as well as residential mortgages, home equity loans, short-term consumer and other consumer loans. Commercial loans are primarily term loans made to small to medium-sized businesses and professionals for working capital, asset acquisition and other purposes. Commercial loans are originated as either fixed or variable rate loans with typical terms of 1 to 5 years. Republic’s commercial loans typically range between $250,000 and $5,000,000 but customers may borrow significantly larger amounts up to Republic’s combined legal lending limit of approximately $10.0 million at June 30, 2005. Individual customers may have several loans often secured by different collateral.
 
Net loans increased $50.8 million, to $593.8 million at June 30, 2005, from $543.0 million at December 31, 2004. Commercial and construction growth comprised substantially all of that increase.
 

-31-


The following table sets forth the Company's gross loans by major categories for the periods indicated:


(dollars in thousands)
 
As of June 30, 2005  
 
As of December 31, 2004  
 
 
 
Balance
 
% of Total
 
Balance
 
% of Total
 
Commercial:
                 
    Real estate secured
 
$
383,911
   
63.9
%
$
350,682
   
63.8
%
    Construction and land development
   
123,884
   
20.6
   
107,462
   
19.6
 
    Non real estate secured
   
54,203
   
9.0
   
57,361
   
10.4
 
    Unsecured
   
10,930
   
1.8
   
8,917
   
1.6
 
     
572,928
   
95.3
   
524,422
   
95.4
 
                           
Residential real estate
   
7,332
   
1.2
   
8,219
   
1.5
 
Consumer, short-term & other
   
20,553
   
3.5
   
17,048
   
3.1
 
Total loans
   
600,813
   
100.0
%
 
549,689
   
100.0
%
                           
Less allowance for loan losses
   
(6,996
)
       
(6,684
)
     
                           
Net loans
 
$
593,817
       
$
543,005
       
                           
                           

Credit Quality

Republic’s written lending policies require specified underwriting, loan documentation and credit analysis standards to be met prior to funding, with independent credit department approval for the majority of new loan balances. A committee of the Board of Directors oversees the loan approval process to monitor that proper standards are maintained and approves the majority of commercial loans.
 
Loans, including impaired loans, are generally classified as non-accrual if they are past due as to maturity or payment of interest or principal for a period of more than 90 days, unless such loans are well-secured and in the process of collection. Loans that are on a current payment status or past due less than 90 days may also be classified as non-accrual if repayment in full of principal and/or interest is in doubt.
 
Loans may be returned to accrual status when all principal and interest amounts contractually due are reasonably assured of repayment within an acceptable period of time, and there is a sustained period of repayment performance by the borrower, in accordance with the contractual terms.
 
While a loan is classified as non-accrual or as an impaired loan and the future collectibility of the recorded loan balance is doubtful, collections of interest and principal are generally applied as a reduction to principal outstanding. When the future collectibility of the recorded loan balance is expected, interest income may be recognized on a cash basis. In the case where a non-accrual loan had been partially charged off, recognition of interest on a cash basis is limited to that which would have been recognized on the recorded loan balance at the contractual interest rate. Cash interest receipts in excess of that amount are recorded as recoveries to the allowance for loan losses until prior charge-offs have been fully recovered.
 
 
-32-

 
The following summary shows information concerning loan delinquency and other non-performing assets at the dates indicated.
 
   
June 30,
2005
 
December 31,
2004
 
(dollars in thousands)
         
Loans accruing, but past due 90 days
or more
 
$
78
   
-
 
Non-accrual loans
   
3,060
 
$
4,854
 
Total non-performing loans (1)
   
3,138
   
4,854
 
Other real estate owned
   
137
   
137
 
               
Total non-performing assets (2)
 
$
3,275
 
$
4,991
 
               
 
Non-performing loans as a percentage
         of total loans net of unearned
             
Income
   
0.52
%
 
0.88
%
Non-performing assets as a percentage
       of total assets
   
0.42
%
 
0.75
%
 
(1) Non-performing loans are comprised of (i) loans that are on a nonaccrual basis; (ii) accruing loans that are 90 days or more past due and (iii) restructured loans.
(2) Non-performing assets are composed of non-performing loans and other real estate owned (assets acquired in foreclosure).

Non accrual-loans decreased $1.7 million, to $3.1 million at June 30, 2005, from $4.9 million at December 31, 2004. That reduction reflected the pay-off of loans totaling $1.3 million to a single borrower, without loss of principal.

Problem loans consist of loans that are included in performing loans, but for which potential credit problems of the borrowers have caused management to have serious doubts as to the ability of such borrowers to continue to comply with present repayment terms. At June 30, 2005, all identified problem loans are included in the preceding table or are classified as substandard or doubtful, with a specific reserve allocation in the allowance for loan losses (see “Allowance For Loan Losses”). Management believes that the appraisals and other estimates of the value of the collateral pledged against the non-accrual loans generally exceed the amount of its outstanding balances.
 
The recorded investment in loans which are impaired totaled $3.1 million at June 30, 2005, and $4.9 million at December 31, 2004, and the amount of related valuation allowances were $747,000 and $1.2 million respectively at those dates. The lower June 30, 2005 amount reflected the pay-off of loans totaling $1.3 million noted previously under the discussion of non-accrual loans. There were no commitments to extend credit to any borrowers with impaired loans as of the end of the periods presented herein.

At June 30, 2005, compared to December 31, 2004, internally classified substandard loans had decreased to $5.7 million from $8.7 million; while doubtful loans increased by $1.1 million to approximately $1.3 million from $337,000. There were no loans classified as loss at those dates. The $3.0 million decrease in substandard loans reflected the pay-off of loans to one borrower totaling $1.3 million noted previously under the discussion of non-accrual loans. That reduction also reflected the
 
 
-33-

 
 transfer of two separate loans totaling $1.2 million to “doubtful” accounting for the majority of the increase in that category.
 
Republic had delinquent loans as follows: (i) 30 to 59 days past due, in the aggregate principal amount of $131,000 at June 30, 2005 and $329,000 at December 31, 2004; and (ii) 60 to 89 days past due, at June 30, 2005 and December 31, 2004, in the aggregate principal amount of $547,000 and $89,000, respectively.  

Other Real Estate Owned:
The balance of other real estate owned amounted to $137,000 at June 30, 2005 and December 31, 2004. There was no activity during 2005.
 
At June 30, 2005, the Company had no credit exposure to "highly leveraged transactions" as defined by the Federal Reserve Bank.

Allowance for Loan Losses
An analysis of the allowance for loan losses for the three months ended June 30, 2005, and 2004, and the twelve months ended December 31, 2004 is as follows:

               
   
For the six months
ended
 
For the twelve months
ended
 
For the six months
 ended
 
(dollars in thousands)
 
June 30, 2005
 
December 31, 2004
 
June 30, 2004
 
               
Balance at beginning of period
 
$
6,684
 
$
7,333
 
$
7,333
 
Charge-offs:
                   
Commercial and construction
   
1
   
1,036
   
293
 
Tax refund loans
   
1,113
   
700
   
700
 
Consumer
   
14
   
186
   
2
 
Total charge-offs
   
1,128
   
1,922
   
995
 
Recoveries:
                   
Commercial and construction
   
259
   
1,383
   
9
 
Tax refund loans
   
355
   
200
   
200
 
Consumer
   
4
   
4
   
-
 
Total recoveries
   
618
   
1,587
   
209
 
Net charge-offs
   
510
   
335
   
786
 
Provision for loan losses
   
822
   
(314
)
 
500
 
Balance at end of period
 
$
6,996
 
$
6,684
 
$
7,047
 
Average loans outstanding (1)
 
$
572,106
 
$
493,635
 
$
474,913
 
                     
 
As a percent of average loans (1):
                   
Net charge-offs (annualized)
   
0.18
%
 
0.07
%
 
0.33
%
Provision for loan losses
            (annualized)
   
0.29
%
 
(0.06
)%
 
0.21
%
Allowance for loan losses
   
1.22
%
 
1.35
%
 
1.48
%
Allowance for loan losses to:
                   
Total loans, net of unearned income at
              period end
   
1.16
%
 
1.22
%
 
1.43
%
Total non-performing loans at period 
              end
   
222.94
%
 
137.70
%
 
106.24
%
 
(1) Includes nonaccruing loans.

Management makes at least a quarterly determination as to an appropriate provision from earnings to maintain an allowance for loan losses that is management’s best estimate of known and inherent losses.
 
 
-34-

 
The Company’s Board of Directors periodically reviews the status of all non-accrual and impaired loans and loans classified by the Republic’s regulators or internal loan review officer, who reviews both the loan portfolio and overall adequacy of the allowance for loan losses. The Board of Directors also considers specific loans, pools of similar loans, historical charge-off activity, economic conditions and other relevant factors in reviewing the adequacy of the loan loss reserve. Any additions deemed necessary to the allowance for loan losses are charged to operating expenses.
 
The Company has an existing loan review program, which monitors the loan portfolio on an ongoing basis. Loan review is conducted by a loan review officer who reports quarterly, directly to the Board of Directors.
 
Estimating the appropriate level of the allowance for loan losses at any given date is difficult, particularly in a continually changing economy. In management’s opinion, the allowance for loan losses was appropriate at June 30, 2005. However, there can be no assurance that, if asset quality deteriorates in future periods, additions to the allowance for loan losses will not be required.
 
Republic’s management is unable to determine in which loan category future charge-offs and recoveries may occur. The entire allowance for loan losses is available to absorb loan losses in any loan category. The majority of the Company's loan portfolio represents loans made for commercial purposes, while significant amounts of residential property may serve as collateral for such loans. The Company attempts to evaluate larger loans individually, on the basis of its loan review process, which scrutinizes loans on a selective basis and other available information. Even if all commercial purpose loans could be reviewed, there is no assurance that information on potential problems would be available. The Company's portfolios of loans made for purposes of financing residential mortgages and consumer loans are evaluated in groups. At June 30, 2005, loans made for commercial and construction, residential mortgage and consumer purposes, respectively, amounted to $572.9 million, $7.3 million and $20.6 million.

Effects of Inflation

The majority of assets and liabilities of a financial institution are monetary in nature. Therefore, a financial institution differs greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. Management believes that the most significant impact of inflation on financial results is the Company’s need and ability to react to changes in interest rates. As discussed previously, management attempts to maintain an essentially balanced position between rate sensitive assets and liabilities over a one year time horizon in order to protect net interest income from being affected by wide interest rate fluctuations.


-35-


ITEM 3: QUANTITATIVE AND QUALITATIVE INFORMATION ABOUT MARKET RISK

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation in the 2004 Annual Report on Form 10-K filed with the SEC.
 
ITEM 4: CONTROLS AND PROCEDURES
 
(a)  Evaluation of disclosure controls and procedures. 
 
 Our Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. 
 
(b)  Changes in internal controls. 
 
 There has not been any change in our internal control over financial reporting during our quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
PART II  OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS
None
 
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
  
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of Republic First Bancorp, Inc., to take action upon the reelection of three directors and to vote upon the approval of an amendment to the Company’s Amended and Restated Stock Option Plan and Restricted Stock Plan was held on April 26, 2005 at 4:00 pm at the Union League of Philadelphia at Broad and Sansom Streets, Philadelphia, PA., 19103. Written notice of said meeting, according to law, was mailed to each shareholder of record entitled to receive notice of said meeting, 30 days prior thereto. As of the record date of said meeting of the shareholders, the number of shares then issued and outstanding was 7,429,074 shares of common stock, of which 7,429,074 were entitled to vote. A total of 6,606,179 shares were voted fro the reelection of three directors. No nominee received
 
 
-36-

 
less than 90.3% of the voted shares. Therefore, pursuant to such approval, the following directors were reelected to the Company:

Harry D. Madonna
Kenneth J. Adelberg
William W. Batoff

A total of 3,502,359 shares were voted for the amendment to the Restated Stock Option Plan and Restricted Stock Plan of which 68.8% voted in favor. Therefore, the amendment to the Company’s Stock Option Plan and Restricted Stock Plan was approved.


ITEM 5: OTHER INFORMATION
None


-37-


ITEM 6: EXHIBITS    
The following Exhibits are filed as part of this report. (Exhibit numbers correspond to the exhibits required by Item 601 of Regulation S-K for an annual report on Form 10-K)  

Exhibit No.

31.1     

31.2

32.1

32.2





-38-




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
Republic First Bancorp, Inc.
   
 
  
 
/s/Harry D. Madonna
 
President and Chief Executive Officer
   
 
  
 
/s/Paul Frenkiel
 
Chief Financial Officer
   
Dated: August 12, 2005
 
 
 
-39-