republicfirst10q.htm
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: September 30, 2008

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

     50 South 16th Street, Philadelphia, Pennsylvania
 19102
(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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ____ Accelerated Filer  X  
   
Non-Accelerated filer ____
Smaller reporting company ___

Indicate by check mark whether the registrant is a shell company (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 latestpracticable date.
 
11,031,253 shares of Issuer's Common Stock, par value
$0.01 per share, issued and outstanding as of November 5, 2008

Page 1

Exhibit index appears on page 39
 



TABLE OF CONTENTS
 
   
Part I:  Financial Information
Page
   
Item 1: Financial Statements (unaudited)
   
Item 2:  Management’s Discussion and Analysis of Financial Condition and
Results of Operations
 
   
Item 3:  Quantitative and Qualitative Information about Market Risk
   
Item 4:  Controls and Procedures
   
Part II: Other Information
 
   
Item 1: Legal Proceedings
   
Item 1A: Risk Factors
   
Item 2: Unregistered Sales of Equity and Use of Proceeds
   
Item 3: Defaults Upon Senior Securities
   
Item 4: Submission of Matters to a Vote of Security Holders
   
Item 5: Other Information
   
Item 6: Exhibits

 
2

 


PART I - FINANCIAL INFORMATION



ITEM 1: FINANCIAL STATEMENTS

 
Page
   
   
Consolidated Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007
   
Consolidated Statements of Income for the three and nine months ended
 
September 30, 2008 and 2007 (unaudited)
   
Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended
 
September 30, 2008 and 2007 (unaudited)
   
Consolidated Statements of Cash Flows for the nine months ended
 
September 30, 2008 and 2007 (unaudited)
   
Notes to Consolidated Financial Statements (unaudited)
   

 
3

 

Republic First Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
As of September 30, 2008 and December 31, 2007
Dollars in thousands, except share data


ASSETS:
 
September 30, 2008
     
December 31, 2007
 
       
(unaudited)
     
Cash and due from banks
  $ 19,013       $ 10,996  
Interest bearing deposits with banks
    341         320  
Federal funds sold
    38,382         61,909  
Total cash and cash equivalents
    57,736         73,225  
                   
Investment securities available for sale, at fair value
    86,345         83,659  
Investment securities held to maturity, at amortized cost
                 
     (Fair value of $216 and $285, respectively)
    203         282  
Restricted stock, at cost
    6,401         6,358  
Loans receivable (net of allowance for loan losses of
                 
     $6,807 and $8,508, respectively)
    764,245         813,041  
Premises and equipment, net
    14,411         11,288  
Other real estate owned, net
    8,580         3,681  
Accrued interest receivable
    4,209         5,058  
Bank owned life insurance
    12,029         11,718  
Other assets
    10,573         7,998  
Total Assets
  $ 964,732       $ 1,016,308  
LIABILITIES AND SHAREHOLDERS' EQUITY:
                 
Liabilities:
                 
Deposits:
                 
Demand – non-interest-bearing
  $ 77,728       $ 99,040  
Demand – interest-bearing
    32,432         35,235  
Money market and savings
    240,055         223,645  
Time less than $100,000
    181,367         179,043  
Time over $100,000
    197,905         243,892  
    Total Deposits
    729,487         780,855  
                   
Short-term borrowings
    100,682         133,433  
Other borrowings
    25,000         -  
Accrued interest payable
    2,820         3,719  
Other liabilities
    5,010         6,493  
Subordinated debt
    22,476         11,341  
Total Liabilities
    885,475         935,841  
Shareholders’ Equity:
                 
Preferred stock, par value $0.01 per share: 10,000,000 shares authorized;
                 
    no shares issued as of September 30, 2008 and December 31, 2007
    -         -  
Common stock par value $0.01 per share, 20,000,000 shares authorized;
                 
    shares issued 11,031,253 as of September 30, 2008
                 
    and 10,737,211 as of December 31, 2007
    110         107  
Additional paid in capital
    76,297         75,321  
Retained earnings
    8,871         8,927  
Treasury stock at cost (416,303 shares)
    (2,993 )       (2,993 )
Stock held by deferred compensation plan
    (1,165 )       (1,165 )
Accumulated other comprehensive income (loss)
    (1,863 )       270  
Total Shareholders’ Equity
    79,257         80,467  
Total Liabilities and Shareholders’ Equity
  $ 964,732       $ 1,016,308  


(See notes to unaudited consolidated financial statements)


4


Republic First Bancorp, Inc. and Subsidiary
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2008 and 2007
(Dollars in thousands, except per share data)
(unaudited)

 
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
Interest income:
                       
   Interest and fees on loans
  $ 12,208     $ 16,209     $ 37,821     $ 47,166  
   Interest and dividends on taxable investment securities
    1,173       1,198       3,315       3,852  
   Interest and dividends on tax-exempt investment securities
    106       131       326       380  
   Interest on federal funds sold and other interest-earning assets
    45       139       199       543  
   Total interest income
    13,532       17,677       41,661       51,941  
                                 
Interest expense:
                               
   Demand interest-bearing
    68       109       283       327  
   Money market and savings
    1,625       2,816       4,663       9,370  
   Time less than $100,000
    1,671       1,829       5,900       5,510  
   Time over $100,000
    1,545       2,921       5,925       8,161  
   Other borrowings
    1,005       2,198       3,046       5,694  
      5,914       9,873       19,817       29,062  
Net interest income
    7,618       7,804       21,844       22,879  
Provision for loan losses
    43       1,282       5,898       1,425  
Net interest income after provision  for loan losses
    7,575       6,522       15,946       21,454  
                                 
                                 
Non-interest income:
                               
    Loan advisory and servicing fees
    120       156       270       715  
    Service fees on deposit accounts
    300       289       884       871  
    Mastercard transaction
    -       -       309       -  
    Legal settlement
    -       -       100       -  
    Gains on sales and calls of investment securities
    -       -       5       -  
    Gain on sale of other real estate owned
    -       183       -       185  
    Bank owned life insurance income
    98       106       311       309  
    Other income
    154       26       294       75  
      672       760       2,173       2,155  
Non-interest expenses:
                               
   Salaries and employee benefits
    2,319       2,713       7,752       7,874  
   Occupancy
    611       688       1,809       1,829  
   Depreciation and amortization
    342       347       1,007       1,036  
   Legal
    249       166       720       438  
   Writedown/ loss on sale of other real estate owned
    559       -       1,615       -  
   Other real estate
    163       3       505       23  
   Advertising
    75       141       353       385  
   Data processing
    214       172       620       486  
   Insurance
    149       106       401       293  
   Professional fees
    315       129       558       379  
   Regulatory assessments and costs
    151       45       381       132  
   Taxes, other
    207       204       719       618  
   Other expenses
    654       774       2,077       2,273  
      6,008       5,488       18,517       15,766  
                                 
Income (loss) before provision for income tax (benefit) expense
    2,239       1,794       (398 )     7,843  
Provision (benefit) for income taxes
    706       558       (342 )     2,535  
                                 
Net income (loss)
  $ 1,533     $ 1,236     $ (56 )   $ 5,308  
                                 
Net income (loss) per share:
                               
Basic
  $ 0.14     $ 0.12     $ (0.01 )   $ 0.51  
Diluted
  $ 0.14     $ 0.12     $ (0.01 )   $ 0.50  
                                 



(See notes to unaudited consolidated financial statements)
 
5


Republic First Bancorp, Inc. and Subsidiary
Consolidated Statements of Changes in Shareholders’ Equity
For the Nine Months Ended September 30, 2008 and 2007
(Dollars in thousands, except share data)
                (unaudited)
 


 
 
 
Comprehensive
Loss
 
 
 
Common
Stock
 
 
Additional
Paid in
Capital
 
 
 
Retained
Earnings
 
 
 
Treasury Stock
Stock Held by
Deferred
Compensation
Plan
Accumulated
Other
Comprehensive
Income/(Loss)
 
 
Total
Shareholders’
Equity
 
                             
                             
Balance January 1, 2008
   
$     107
 
$     75,321
 
$    8,927
 
$    (2,993)
$    (1,165)
$           270
 
$       80,467
 
 
Total other comprehensive loss, net of taxes of $(1,099)
 
$     (2,133)
 
 
 
 
 
 
 
 
 
 
(2,133)
 
 
(2,133)
 
Net loss
(56)
 
 
 
(56)
 
 –
 
                    (56)
 
Total comprehensive loss
$     (2,189)
                         
                                   
Stock based compensation
   
 
94
 
 
 –
 
94
 
Options exercised
(294,042 shares)
   
3
 
882
 
 
 
885
 
                             
             
 
             
Balance September 30, 2008
   
$     110
 
$     76,297
 
$     8,871
 
$    (2,993)
$   (1,165)
$          (1,863)
 
$    79,257
 
                             
                             
 
 
 
Comprehensive
Income
 
 
 
Common
Stock
 
 
Additional
Paid in
Capital
 
 
 
Retained
Earnings
 
 
 
Treasury Stock
Stock Held by
Deferred
Compensation
Plan
Accumulated
Other
Comprehensive
Income/(Loss)
 
 
Total
Shareholders’
Equity
 
                             
                             
Balance January 1, 2007
   
$      97
 
$       63,342
 
$    13,511
 
$    (1,688)
$    (810)
$           282
 
$       74,734
 
 
Total other comprehensive loss, net of taxes of $(254)
 
$        (494)
 
 
 
 
 
 
 
 
 
 
(494)
 
(494)
 
Net income
5,308
 
 
 
5,308
 
 –
 
                 5,308
 
Total comprehensive income
  $        4,814
                             
Stock based compensation
   
 
 
 
 
 –
 
 
       
Stock based compensation
   
 
92
 
 
92
 
Stock dividend
(974,441 shares)
   
10
 
11,459
 
(11,469)
 
 
 
Options exercised
(15,067 shares)
   
 
37
 
 
 
37
 
Purchase of treasury shares
(140,700 shares)
   
 
 
 
(1,305)
 
(1,305)
 
                             
Balance September 30, 2007
   
$     107
 
$       74,930
 
$     7,350
 
$    (2,993)
$   (810)
$          (212)
 
$    78,372
 


(See notes to unaudited consolidated financial statements)

6

 
             
Republic First Bancorp, Inc. and Subsidiary
 
 
For the Nine Months Ended September 30, 2008 and 2007
 
Dollars in thousands
 
(unaudited)
 
   
Nine months ended
 
   
September 30,
 
   
2008
   
2007
 
Cash flows from operating activities:
           
Net income (loss)
  $ (56 )   $ 5,308  
Adjustments to reconcile net income (loss) to net
               
cash provided by operating activities:
               
Provision for loan losses
    5,898       1,425  
Writedown/ loss (gain) on sale of other real estate owned
    1,615       (185 )
Depreciation  and amortization
    1,007       1,036  
Stock based compensation
    94       92  
Gains on sales and calls of investment securities
    (5 )     -  
Amortization of discounts on investment securities
    (168 )     (127 )
Increase in value of bank owned life insurance
    (311 )     (309 )
Increase in accrued interest receivable and other assets
    (627 )     (1,061 )
Decrease in accrued interest payable and other liabilities
    (2,382 )     (1,326 )
Net cash provided by operating activities
    5,065       4,853  
Cash flows from investing activities:
               
Purchase of securities:
               
Available for sale
    (16,366 )     (4,644 )
Proceeds from maturities and calls of securities:
               
Held to maturity
    79       52  
Available for sale
    10,621       25,523  
Purchase of FHLB stock
    (43 )     (3,667 )
Net decrease (increase) in loans
    21,514       (50,406 )
Net proceeds from sale of other real estate owned
    14,870       715  
Premises and equipment expenditures
    (4,130 )     (6,334 )
Net cash provided by (used in) investing activities
    26,545       (38,761 )
Cash flows from financing activities:
               
Net proceeds from exercise of stock options
    885       37  
Purchase of treasury shares
    -       (1,305 )
Net decrease in demand, money market and savings deposits
    (7,705 )     (26,640 )
Net (decrease) increase in short term borrowings
    (32,751 )     8,712  
Increase in other borrowings
    25,000       -  
Issuance of subordinated debt
    11,135       5,155  
Net increase (decrease) in time deposits
    (43,663 )     41,756  
Net cash (used in) provided by financing activities
    (47,099 )     27,715  
Decrease in cash and cash equivalents
    (15,489 )     (6,193 )
Cash and cash equivalents, beginning of period
    73,225       83,127  
Cash and cash equivalents, end of period
  $ 57,736     $ 76,934  
Supplemental disclosure:
               
Interest paid
  $ 20,716     $ 29,984  
Taxes paid
  $ 400     $ 2,625  
Non-monetary transfers from loans to other real estate owned
  $ 21,384     $ -  
                 


(See notes to unaudited consolidated financial statements)

7



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

Note 1:  Organization
 Republic First Bancorp, Inc. (“the Company”) is 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, Montgomery, Delaware, and Camden counties.
 
In third quarter 2008, BSC Services Corp. (“BSC”), a subsidiary of First Bank of Delaware, which was formerly a subsidiary of the Company, discontinued its operations.  BSC had provided data processing, accounting, human resources and compliance staffing to Republic.  Staff members previously employed through BSC are now employed directly by Republic.
 
The Company and Republic encounter vigorous competition for market share in the geographic areas they serve 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.

The Company and Republic are subject to regulations of certain state and federal agencies. These regulatory agencies periodically examine the Company and its subsidiary for adherence to laws and regulations. As a consequence of such regulations and periodic examinations, 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 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 nine month periods ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. 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.
 
8

 
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, other than temporary impairment of investment securities and the realization of deferred tax assets. 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. Because these estimates are dependent, to a great extent, on the general economy and other conditions that may be beyond Republic’s control, these estimates could differ materially in the near term.  In estimating the carrying values of other real estate owned, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less the cost to sell.  In estimating other than temporary impairment of investment securities, securities are evaluated on at least a quarterly basis, and more frequently when market conditions warrant such an evaluation, to determine whether a decline in their value is other-than-temporary.  To determine whether a loss in value is other-than-temporary, management utilizes criteria such as the reasons underlying the decline, the magnitude and duration of the decline and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for an anticipated recovery in the fair value.  The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of investment.  Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.  In evaluating our ability to recover deferred tax assets, management considers all available positive and negative evidence, including our past operating results and our forecast of future taxable income.  In determining future taxable income, management makes assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies.  These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business.  Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.  An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.
 
The Company and Republic are subject to federal and state regulations governing virtually all aspects of their activities, including but not limited to, lines of business, liquidity, investments, the payment of dividends, and others.  Such regulations and the cost of adherence to such regulations can have a significant impact on earnings and financial condition.


Share-Based Compensation:

At September 30, 2008, the Company maintains a Stock Option Plan and Restricted Stock Plan (the “Plan”) under which the Company grants options to its employees and directors.  No restricted stock awards have been made.  Under terms of the Plan, 1.5 million shares of common stock, plus an annual increase equal to the number of shares needed to restore the maximum number of shares that may be available for grant under the Plan to 1.5 million shares, are reserved for awards.  The Plan provides that the exercise price of each option granted equals the market price of the Company’s stock on the date of grant.  Any options granted vest within one to five years and have a maximum term of 10 years.  The Black-Sholes option pricing model is utilized to determine the fair market value of stock options.  In
 
9

 
2008 the following assumptions were utilized; a dividend yield of 0%; expected volatility of 24.98% to 34.52%; a risk-free interest rate of 3.08% to 3.69% and an expected life of 7.0 years.  In 2007 the following assumptions were utilized; a dividend yield of 0%; expected volatility of 25.24%; a risk-free interest rate of 4.70% and an expected life of 7.0 years.  A dividend yield of 0% is utilized, because cash dividends have never been paid.  The expected life reflects a 3 to 4 year “all or nothing” vesting period, the maximum ten year term and review of historical behavior.  The volatility was based on Bloomberg’s seven year volatility calculation for “FRBK” stock.  The risk-free interest rate is based on the seven year Treasury bond.  12,000 shares vested in the first nine months of 2008.  Expense is recognized ratably over the period required to vest.  There were 105,050 unvested options at January 1, 2008 with a fair value of $486,885 with $346,012 of that amount remaining to be recognized as expense.  At September 30, 2008, there were 170,550 unvested options with a fair value of $594,137 with $383,590 of that amount remaining to be recognized as expense. At that date, the intrinsic value of the 435,472 options outstanding was $670,680, while the intrinsic value of the 264,922 exercisable (vested) was $488,327. During the first nine months of 2008, 27,500 nonvested options were forfeited, with a weighted average grant fair value of $126,750.

A summary of the status of the Company’s stock options under the Plan as of September 30, 2008 and 2007 and changes during the nine months ended September 30, 2008 and 2007 are presented below:

   
For the Nine Months Ended September 30,
 
   
2008
   
2007
 
   
Shares
   
Weighted
Average
Exercise
Price
   
Shares
   
Weighted
Average
Exercise
Price
 
Outstanding, beginning of year
    737,841     $ 6.39       661,449     $ 5.55  
Granted
    105,000       6.62       99,000       11.77  
Exercised
    (294,042 )     (3.01 )     (15,067 )     (2.42 )
Forfeited
    (113,327 )     (8.90 )     (6,050 )     (12.14 )
Outstanding, end of period
    435,472       8.07       739,332       6.39  
Options exercisable at period-end
    264,922       7.47       634,282       5.50  
                                 
Weighted average fair value of options granted during the period
          $ 2.47             $ 4.61  

   
For the Nine Months Ended
 September 30,
 
   
2008
   
2007
 
Number of options exercised
    294,042       15,067  
Cash received
  $ 884,615     $ 36,413  
Intrinsic value
    862,833       115,589  
Tax benefit
    301,992       40,456  

The following table summarizes information about options outstanding under the Plan as of September 30, 2008.
 
10


         
     
Options outstanding
   
Options exercisable
 
Range of Exercise Prices
   
Shares
   
Weighted
Average
remaining
contractual
life (years)
   
Weighted
Average
exercise
price
   
Shares
   
Weighted
Average
Exercise
Price
 
$ 1.81
      23,851       2.3     $ 1.81       23,851     $ 1.81  
$ 2.77 to $3.96
      12,813       1.9       3.48       12,813       3.48  
$ 5.94 to $8.30
      200,313       7.2       6.40       110,313       6.25  
$ 9.94 to $12.14
      198,495       7.3       10.81       117,945       10.41  
          435,472             $ 8.07       264,922     $ 7.47  



   
For the Nine Months Ended,
 
   
September 30, 2008
 
   
Number of shares
   
Weighted average grant date fair value
 
Nonvested at beginning of year
    105,050     $ 4.64  
Granted
    105,000       2.47  
Vested
    (12,000 )     (2.04 )
Forfeited
    (27,500 )     (4.61 )
Nonvested at end of period
    170,550     $ 3.48  
                 


During the three months ended September 30, 2008, $19,000 was recognized in compensation expense, with a 35% assumed tax benefit, for the Plan.  During the nine months ended September 30, 2008, $94,000 was recognized in compensation expense, with a 35% assumed tax benefit, for the Plan. During the three months ended September 30, 2007, $33,000 was recognized in compensation expense, with a 35% assumed tax benefit, for the Plan.  During the nine months ended September 30, 2007, $92,000 was recognized in compensation expense, with a 35% assumed tax benefit, for the Plan.


 Note 3:  Reclassifications

None


Note 4:  Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations.  This statement establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.  The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  The guidance will become effective as of the beginning of a company’s fiscal year beginning after December 15, 2008.  The new pronouncement will impact the Company’s accounting for business combinations completed beginning January 1, 2009.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements- an amendment of ARB No. 51.  This statement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.    The guidance will become effective as of the beginning of a company’s fiscal year
 
11

 
beginning after December 15, 2008.  The company is currently evaluating the potential impact the new pronouncement will have on its consolidated financial statements.

In December 2007, the SEC issued SAB No. 110 which amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based Payment, of the Staff Accounting Bulletin series.  Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007.  SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007.  SAB 110 is effective January 1, 2008.  The adoption did not have any effect on the Company’s financial position or results of operations.

In May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" which clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion.  The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt borrowing rate when interest cost is recognized.  The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense.  The FSP requires retrospective application to the terms of instruments as they existed for all periods presented.  The FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those years.  Early adoption is not permitted.  The Company is currently evaluating the potential impact the new pronouncement will have on its consolidated financial statements.

In June 2008, the FASB issued FASB Staff Position (FSP) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.”  This FSP clarifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders.  Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied.  This FSP is effective for fiscal years beginning after December 15, 2008.  The Company is currently evaluating the potential impact the new pronouncement will have on its consolidated financial statements.

In October 2008, the FASB issued FSP SFAS No. 157-3,Determining the Fair Value of a Financial Asset When The Market for That Asset Is Not Active”  (FSP 157-3), to clarify the application of the provisions of SFAS 157 in an inactive market and how an entity would determine fair value in an inactive market.  FSP 157-3 is effective immediately and applies to our September 30, 2008 financial statements.  The application of the provisions of FSP 157-3 did not materially affect our results of operations or financial condition as of and for the periods ended September 30, 2008.

In September 2008, the FASB issued FSP 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161” (FSP 133-1 and FIN 45-4).  FSP 133-1 and FIN 45-4 amends and enhances disclosure requirements for sellers of credit derivatives and financial guarantees.  It also clarifies that the disclosure requirements of SFAS No. 161 are effective for quarterly periods beginning after November 15, 2008, and fiscal years that include those periods.  FSP 133-1 and FIN 45-4 is effective for reporting periods (annual or interim) ending after November 15, 2008.  The implementation of this standard will not have a material impact on our consolidated financial position and results of operations.
 
12


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.

 
Note 6:  Segment Reporting
 
The Company has one reportable segment: community banking. The community bank segment primarily encompasses the commercial and consumer loan and deposit activities of Republic, primarily in the area surrounding its branches.
 

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 and convertible securities related to the trust preferred securities issuance in June 2008.  In the diluted EPS computation, the after tax interest expense on that trust preferred securities issuance is added back to net income.  That amounted to $150,000 in third quarter 2008.  Those securities were not outstanding in 2007. 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 September 30, 2008, there were 198,495 stock options to purchase common stock, which were excluded from the computation of earnings per share because the option price was greater than the average market price. At September 30, 2007, there were 264,842 stock options to purchase common stock, which were excluded from the computation of earnings per share because the option price was greater than the average market price.  The following tables are a comparison of EPS for the three months ended September 30, 2008 and 2007.  EPS has been restated for a stock dividend paid on April 17, 2007.

   
 
 
 
     
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
Three months ended September 30,  
2008
   
2007
 
                   
Net Income  
$1,533,000
         
$1,236,000
       
         
Per
         
Per
 
Weighted average shares
 
Shares
   
Share
   
Shares
   
Share
 
for period
    10,581,435             10,344,662        
Basic EPS
          $ 0.14             $ 0.12  
Add common stock equivalents
representing dilutive stock options
    1,728,926               253,557          
Effect on basic EPS of dilutive CSE
          $ -             $ -  
Equals total weighted average
                               
shares and CSE (diluted)
    12,310,361               10,598,219          
Diluted EPS
          $ 0.14             $ 0.12  

The following tables are a comparison of EPS for the nine months ended September 30, 2008 and 2007.  EPS has been restated for a stock dividend paid on April 17, 2007.

13


 
Nine months ended September 30,    
2008
   
2007
 
                       
Net Income
 
$(56,000)
         
$5,308,000
     
           
Per
           
Per
 
   
Shares
   
Share
   
Shares
   
Share
 
Weighted average shares
                           
for period
    10,463,331             10,413,044        
Basic EPS
          $ (0.01 )           $ 0.51  
Add common stock equivalents
representing dilutive stock options
    766,725               284,577          
Effect on basic EPS of dilutive CSE
          $ -             $ (0.01 )
Equals total weighted average
                               
shares and CSE (diluted)
    11,230,056               10,697,621          
Diluted EPS
          $ (0.01 )           $ 0.50  


Note 8:  Fair Value of Financial Instruments:
    SFAS No.157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under SFAS No.157 are described below:
Basis of Fair Value Measurement:

    Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for  identical, unrestricted assets or liabilities;
    Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
    Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and observable (i.e., supported by little or no market activity).

    A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

     The Company’s cash instruments are generally classified within level 1 or level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

     The types of instruments valued based on quoted market prices in active markets include all of the Company’s U.S. government and agency securities, municipal obligations and corporate bonds and trust preferred securities. Such instruments are generally classified within level 1 or level 2 of the fair value hierarchy. As required by SFAS No. 157, the Bank does not adjust the quoted price for such instruments.

     The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of transparency for securities which the bank owns may include investment- grade corporate bonds, municipal obligations, and trust preferred securities. Such instruments are generally classified within level 2 of the fair value hierarchy.

      Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Subsequent to inception, management only changes level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in
 
14

 
the underlying investment or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows.

The Company’s investment securities classified as available for sale were accounted for at fair values as of September 30, 2008 by level within the fair value hierarchy as follows: Quoted Prices in Active Markets for Identical Assets (Level 1) $75.6 million; Significant Other Observable Inputs (Level 2) $3.9 million; Significant Unobservable Inputs (Level 3) $6.8 million.   The Level 3 investment securities classified as available for sale are comprised of various issues of bank pooled trust preferred securities with a fair value of $6.8 million at September 30, 2008.  These were classified as Level 2 investment securities available for sale at June 30, 2008.  Bank pooled trust preferred consists of the debt instruments of various banks, diversified by the number of participants in the security as well as geographically.  The securities are performing according to terms, however the secondary market for such securities has become inactive, and such securities are therefore classified as Level 3 securities.  The resulting fair value analysis was based on a cash flow analysis of comparably rated securities.  At June 30, 2008, the fair value of these securities was $7.9 million.  The Company’s other real estate owned was accounted for at fair values as of September 30, 2008 as follows:  Significant Unobservable Inputs (Level 3) $8.6 million.  As required by SFAS No. 157, financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

      The following table is an analysis of the change in Other Real Estate Owned for the nine months ended September 30, 2008.

Dollars in millions
   
2008
 
Balance at January 1,
  $ 3.7  
Additions, net
    21.4  
Sales
    (14.9 )
Writedowns/losses on sales
    (1.6 )
Balance at September 30,
  $ 8.6  


Note 9:  Convertible Trust Preferred Securities

The Company caused the issuance of $10.8 million of convertible trust preferred securities in June 2008 as part of the Company’s strategic capital plan.  The securities were purchased by various investors, including Vernon W. Hill, II ($7.8 million) and Harry D. Madonna ($3.0 million), Chairman, President and Chief Executive Officer of the Company.
The trust preferred securities and related subordinated debentures pay interest at an annual rate of 8.0%, have a conversion price of $6.50, and are convertible into 1.7 million shares of common stock.  The trust preferred securities have a term of 30 years and will be callable after the fifth year.  The securities will be convertible into common shares anytime after June 30, 2009 at the option of the purchaser and under certain conditions prior to June 30, 2009.  The issuer will also retain certain option conversion triggers after the fifth year.
Republic First Capital Trust IV (“RFCT”), which issued the securities, holds, as its sole asset, the subordinated debentures issued by the Company in June 2008.  The common securities of RFCT are held by the Company.  The Company does not consolidate the RFCTs.  The non-consolidation results in the investment in the common securities of the RFCT to be included in other assets with a corresponding increase in outstanding debt of $335,000 at September 30, 2008, which represents the subordinated debentures supporting the common securities.

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, except as may be required by applicable laws and regulations.  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, 2007, as well as other filings.

Financial Condition:

September 30, 2008 Compared to December 31, 2007
 
 
     Assets decreased $51.6 million to $964.7 million at September 30, 2008, versus $1.0 billion at December 31, 2007. This decrease reflected a $48.8 million decrease in loans receivable and a $15.5 million decrease in cash and cash equivalents.
 
16


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. Gross loans decreased $50.5 million, to $771.1 million at September 30, 2008, versus $821.5 million at December 31, 2007, as the Company adopted a defensive balance sheet strategy as a result of the economic downturn.  Substantially all of the decrease 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 typically range between $250,000 and $5,000,000 but customers may borrow significantly larger amounts up to the legal lending limit of approximately $15.0 million at September 30, 2008. Individual customers may have several loans that are secured by different collateral, which in total are subject to that lending limit.
 

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. The Company’s investment securities available-for-sale consist primarily of U.S. Government debt securities, U.S. Government agency issued mortgage-backed securities, municipal securities, and debt securities which include corporate bonds and trust preferred securities. Available-for-sale securities totaled $86.3 million at September 30, 2008, compared to $83.7 million at year-end 2007. The increase reflected purchases of mortgage backed securities partially offset by sales of selected municipal securities. At September 30, 2008 and December 31, 2007, the portfolio had net unrealized losses of $2.8 million and net realized gains of $409,000, 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 debt securities and stocks. At September 30, 2008, securities held to maturity totaled $203,000, compared to $282,000 at year-end 2007.
 
Restricted Stock:
 
Republic is required to maintain FHLB stock in proportion to its outstanding debt to FHLB.  When the debt is repaid, the purchase price of the stock is refunded.  At September 30, 2008, FHLB stock totaled $6.3 million, an increase of $43,000 from $6.2 million at December 31, 2007.
 
Republic is also required to maintain ACBB stock as a condition of a rarely used contingency line of credit.  At September 30, 2008 and December 31, 2007, ACBB stock totaled $143,000.
 
Cash and Cash Equivalents:
 
Cash and due from banks, interest bearing deposits and federal funds sold comprise this category which consists of the Company’s most liquid assets. The aggregate amount in these three categories decreased by $15.5 million, to $57.7 million at September 30, 2008, from $73.2 million at December 31, 2007, primarily reflecting a decrease in federal funds sold.
 
Fixed Assets:
 
The balance in premises and equipment, net of accumulated depreciation, was $14.4 million at September 30, 2008, compared to $11.3 million at December 31, 2007, reflecting primarily branch expansion.
 
Other Real Estate Owned:
 
17

 
Other real estate owned amounted to $8.6 million at September 30, 2008 compared to $3.7 million at December 31, 2007, primarily reflecting transfers from loans of $21.4 million, partially offset by net proceeds from sales of $14.9 million and $1.6 million in property writedowns and losses on sales.
 
Bank Owned Life Insurance:
 
The balance of bank owned life insurance amounted to $12.0 million at September 30, 2008 and $11.7 million at December 31, 2007. The income earned on these policies is reflected in non-interest income.
 
Other Assets:
 
Other assets increased by $2.6 million to $10.6 million at September 30, 2008, from $8.0 million at December 31, 2007, principally resulting from an increase of $1.1 million in deferred tax assets related to net unrealized losses on investment securities, $704,000 in short term receivables collected in the fourth quarter of 2008, and $737,000 in prepaid expenses.
 
Deposits:
 
Deposits, which include non-interest and interest-bearing demand deposits, money market, savings and time deposits including some brokered 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.  Total deposits decreased by $51.4 million to $729.5 million at September 30, 2008 from $780.9 million at December 31, 2007.  Average transaction account balances decreased 5.9% or $21.5 million less than the prior year period to $343.6 million in the third quarter of 2008. Period end time deposits decreased $43.7 million, or 10.3% to $379.3 million at September 30, 2008, versus $422.9 million at the prior year-end.  The decrease reflected intentional reductions of higher cost deposits.
 
FHLB Borrowings and Overnight Advances:
 
FHLB borrowings and overnight advances are used to supplement deposit generation.   Republic had $25.0 million in term borrowings at September 30, 2008 versus $0 at December 31, 2007.  The term borrowings have maturities of less than two years.  Republic had total short-term borrowings (overnight) of $100.7 million at September 30, 2008 versus $133.4 million at the prior year-end, which consisted primarily of FHLB overnight borrowings.

Subordinated Debt:
 
Subordinated debt amounted to $22.5 million at September 30, 2008, compared to $11.3 million at December 31, 2007, as a result of an $11.1 million issuance of convertible trust preferred securities in June 2008 at a rate of 8% and the issuance of subordinated debentures to support the trust securities.  The securities have a conversion price of $6.50 and are convertible into 1.7 million shares of common stock.  The trust preferred securities have a term of 30 years and will be callable after the fifth year.  The securities will be convertible into common shares anytime after June 30, 2009 at the option of the purchaser and under certain conditions prior to June 30, 2009.  The issuer will also retain certain optional conversion triggers after the fifth year.

Shareholders’ Equity:
 
Total shareholders’ equity decreased $1.2 million to $79.3 million at September 30, 2008, versus $80.5 million at December 31, 2007.   This decrease was primarily the result of fluctuations in the estimated market value of securities of $2.1 million, partially offset by net proceeds from exercise of stock options of $885,000.

18


Three Months Ended September 30, 2008 compared to September 30, 2007
Results of Operations:
 
Overview

The Company's net income increased to $1.5 million or $0.14 per diluted share for the three months ended September 30, 2008, compared to $1.2 million, or $0.12 per diluted share for the comparable prior year period.  There was a $4.1 million, or 23.4%, decrease in total interest income, reflecting a 142 basis point decrease in the yield on average loans outstanding as well as a 7.4% decrease in average loans outstanding while interest expense decreased $4.0 million, reflecting a 175 basis point decrease in the rate on average interest-bearing deposits outstanding and a 211 basis point decrease in the rate on average borrowings outstanding.   Accordingly, net interest income decreased $186,000 between the periods.  The provision for loan losses in the third quarter of 2008 decreased to $43,000, compared to $1.3 million in the third quarter of 2007 reflecting an increase in non accrual loans in third quarter 2007.  Non-interest income decreased $88,000 to $672,000 in third quarter 2008 compared to $760,000 in third quarter 2007. Non-interest expenses increased $520,000 to $6.0 million compared to $5.5 million in the third quarter of 2007, primarily due to a $719,000 increase in other real estate owned expenses. Return on average assets and average equity of 0.65% and 7.76% respectively, in the third quarter of 2008 compared to 0.50% and 6.29% respectively for the same period in 2007.
 
19


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.  Yields are adjusted for tax equivalency.
 
   
For the three months ended
   
For the three months ended
 
   
September 30, 2008
   
September 30, 2007
 
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
  $ 8,568     $ 45       2.09 %   $ 10,817     $ 139       5.10 %
Securities (2)
    92,525       1,334       5.77 %     89,042       1,399       6.28 %
Loans receivable
    775,642       12,208       6.26 %     837,417       16,209       7.68 %
Total interest-earning assets
    876,735       13,587       6.17 %     937,276       17,747       7.51 %
                                                 
Other assets
    57,371                       40,513                  
                                                 
Total assets
  $ 934,106                     $ 977,789                  
                                                 
Interest-bearing liabilities:
                                               
Demand-non interest
                                               
bearing
  $ 71,990                     $ 80,646                  
Demand interest-bearing
    31,090     $ 68       0.87 %     35,009     $ 109       1.24 %
Money market & savings
    240,554       1,625       2.69 %     249,450       2,816       4.48 %
Time deposits
    381,820       3,216       3.35 %     358,192       4,750       5.26 %
Total deposits
    725,454       4,909       2.69 %     723,297       7,675       4.21 %
Total interest-bearing
                                               
deposits
    653,464       4,909       2.99 %     642,651       7,675       4.74 %
                                                 
Other borrowings (1)
    122,709       1,005       3.26 %     162,268       2,198       5.37 %
                                                 
Total interest-bearing
                                               
liabilities
  $ 776,173     $ 5,914       3.03 %   $ 804,919     $ 9,873       4.87 %
Total deposits and
                                               
other borrowings
    848,163       5,914       2.77 %     885,565       9,873       4.42 %
                                                 
Non interest-bearing
                                               
liabilites
    7,393                       14,266                  
Shareholders' equity
    78,550                       77,958                  
Total liabilities and
                                               
shareholders' equity
  $ 934,106                     $ 977,789                  
                                                 
Net interest income
          $ 7,673                     $ 7,874          
Net interest spread
                    3.14 %                     2.64 %
                                                 
Net interest margin
                    3.48 %                     3.33 %
                                                 
(1) Includes term borrowings and subordinated debentures supporting trust preferred securities
       
(2) On a tax equivalent basis. FTE income adjustment: 2008 $161; 2007 $201
           

 
20

 
 
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. For purposes of this table, changes in interest income and expense are allocated to volume and rate categories based upon the respective changes in average balances and average rates.

Rate/Volume Table
   
Three months ended September 30, 2008
 
   
versus September 30, 2007
 
   
(dollars in thousands)
 
   
Due to change in:
 
   
Volume
   
Rate
   
Total
 
Interest earned on:
                 
                   
          Federal funds sold
  $ (12 )   $ (82 )   $ (94 )
          Securities (tax equivalent basis)
    51       (116 )     (65 )
          Loans
    (975 )     (3,026 )     (4,001 )
     Total interest-earning assets
    (936 )     (3,224 )     (4,160 )
                         
Interest expense of deposits
                       
         Interest-bearing demand deposits
    9       32       41  
         Money market and savings
    60       1,131       1,191  
         Time deposits
    (200 )     1,734       1,534  
     Total deposit interest expense
    (131 )     2,897       2,766  
         Other borrowings
    325       868       1,193  
              Total interest expense
    194       3,765       3,959  
Net interest income
  $ (742 )   $ 541     $ (201 )
                         

The Company’s tax equivalent net interest margin increased 15 basis points to 3.48% for the three months ended September 30, 2008, versus 3.33% in the prior year comparable period.  The increased net interest margin reflected reduced funding costs which had been abnormally high in relation to historical spreads to the prime rate and the impact of maturing higher rate certificates of deposit.
 
While yields on interest-bearing assets decreased 134 basis points to 6.17% in third quarter 2008 from 7.51% in third quarter 2007, the yield on total deposits and other borrowings decreased 165 basis points to 2.77% from 4.42% between those respective periods. The decrease in yields on assets and rates on deposits and borrowings was primarily due to the repricing of assets and liabilities as a result of actions taken by the Federal Reserve since September 2007.
 
The Company's tax equivalent net interest income decreased $201,000, or 2.6%, to $7.7 million for the three months ended September 30, 2008, from $7.9 million for the prior year comparable period. As shown in the Rate Volume table above, the decrease in net interest income reflected a decrease in average interest earning assets as well as a larger concentration of higher rate time deposits that offset a decrease in average money market and savings deposits. Average interest-earning assets amounted to $876.7 million for third quarter 2008 and $937.3 million for third quarter 2007.  The $60.5 million decrease resulted primarily from a reduction in loans as the Company adopted a defensive balance sheet strategy as a result of the economic downturn.
 
21

 
The Company’s total tax equivalent interest income decreased $4.2 million, or 23.4%, to $13.6 million for the three months ended September 30, 2008, from $17.7 million for the prior year comparable period.  Interest and fees on loans decreased $4.0 million, or 24.7%, to $12.2 million for the three months ended September 30, 2008, from $16.2 million for the prior year comparable period.  The decrease was due primarily to the 142 basis point decline in the yield on loans resulting from the repricing of the variable rate loan portfolio as a result of actions taken by the Federal Reserve as well as a $61.8 million, or 7.4%, decrease in average loans outstanding to $775.6 million from $837.4 million.  Interest and dividends on investment securities decreased $65,000, or 4.6%, to $1.3 million for the three months ended September 30, 2008, from $1.4 million for the prior year comparable period.  This decrease was due primarily to the 51 basis point decline in the yield on securities which was partially offset by an increase in average securities outstanding of $3.5 million, or 3.9%, to $92.5 million from $89.0 million for the prior year comparable period.  Interest on federal funds sold and other interest-earning assets decreased $94,000, or 67.6%, primarily reflecting decreases in short-term interest rates.
 
The Company's total interest expense decreased $4.0 million, or 40.1%, to $5.9 million for the three months ended September 30, 2008, from $9.9 million for the prior year comparable period. Interest-bearing liabilities averaged $776.2 million for the three months ended September 30, 2008, versus $804.9 million for the prior year comparable period, or a decrease of $28.7 million. The decrease primarily reflected reduced funding requirements due to a decrease in average interest earning assets. Average deposit balances increased $2.2 million while there was a $39.6 million decrease in average other borrowings. The average rate paid on interest-bearing liabilities decreased 184 basis points to 3.03% for the three months ended September 30, 2008. Interest expense on time deposit balances decreased $1.5 million to $3.2 million in third quarter 2008, from $4.8 million in the comparable prior year period, reflecting lower rates which more than offset the impact of higher average balances.  Money market and savings interest expense decreased $1.2 million to $1.6 million in third quarter 2008, from $2.8 million in the comparable prior year period. The decrease in interest expense on deposits primarily reflected the impact of the lower short-term interest rate environment. Accordingly, rates on total interest-bearing deposits decreased 175 basis points in third quarter 2008 compared to third quarter 2007.
 
Interest expense on other borrowings decreased $1.2 million to $1.0 million in third quarter 2008, from $2.2 million in the comparable prior year period, also as a result of the lower short-term interest rate environment. In addition, average other borrowings, primarily overnight FHLB borrowings, decreased $39.6 million, or 24.4%, between those respective periods. Rates on overnight borrowings reflected the lower short-term interest rate environment as the rate of other borrowings decreased to 3.26% in third quarter 2008, from 5.37% in the comparable prior year period. Interest expense on other borrowings also includes the interest on average balances of $25.0 million of FHLB term borrowings and $22.5 million of subordinated debentures supporting trust preferred securities.
 

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 $43,000 in third quarter 2008 compared to $1.3 million in third quarter 2007.  The decrease from third quarter 2007 reflected the increase in non accrual loans in 2007.  In addition, the provision in both periods reflected amounts required to increase the allowance for loan growth in accordance with the Company’s methodology.

Non-Interest Income

Total non-interest income decreased $88,000 to $672,000 for third quarter 2008 compared to $760,000 for the three months ended September 30, 2007, primarily due to the impact of a $183,000 gain on the sale of other real estate owned property in third quarter 2007 which was partially offset by a $128,000 increase in other income in 2008.  In addition, loan advisory and servicing fees decreased
 
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 $36,000, or 23.1%, to $120,000 in third quarter 2008, compared to third quarter 2007 due to lower prepayment fee income.  Service fees on deposit accounts increased $11,000, or 3.8%, to $300,000 in third quarter 2008, versus $289,000 for the comparable prior year period.
Non-Interest Expenses
 
Total non-interest expenses increased $520,000 or 9.5% to $6.0 million for the three months ended September 30, 2008, from $5.5 million for the prior year comparable period. Salaries and employee benefits decreased $394,000 or 14.5%, to $2.3 million for the three months ended September 30, 2008, from $2.7 million for the prior year comparable period. That decrease reflected reduced staff levels in third quarter 2008 due to attrition.  New staff is being added.
 
Occupancy expense decreased $77,000, or 11.2%, to $611,000 in third quarter 2008, compared to $688,000 in third quarter 2007, resulting from headquarters and branch relocations in 2007.
 
Depreciation expense decreased $5,000 or 1.4% to $342,000 for the three months ended September 30, 2008, versus $347,000 for the prior year comparable period.
 
Legal fees increased $83,000, or 50.0%, to $249,000 in third quarter 2008, compared to $166,000 in third quarter 2007, resulting from increased fees on a number of different matters.
 
Other real estate expenses increased $719,000 to $722,000 for the three months ended September 30, 2008 compared to $3,000 for the third quarter 2007 due to $559,000 in losses on property sales and $163,000 in third quarter 2008 property maintenance expenses.
 
Advertising expense decreased $66,000, or 46.8%, to $75,000 in third quarter 2008, compared to $141,000 in third quarter 2007, due to decreases in print advertising.
 
Data processing expense increased $42,000, or 24.4%, to $214,000 in third quarter 2008, compared to $172,000 in third quarter 2007, primarily due to system enhancements.
 
Insurance expense increased $43,000, or 40.6%, to $149,000 in third quarter 2008, compared to $106,000 in third quarter 2007, resulting primarily from higher rates.
 
Professional fees increased $186,000, or 144.2%, to $315,000 in third quarter 2008, compared to $129,000 in third quarter 2007, resulting primarily from increased consulting fees.
 
Regulatory assessments and costs increased $106,000 or 235.6% to $151,000 in third quarter 2008, compared to $45,000 in third quarter 2007, resulting primarily from increases in statutory FDIC insurance rates.
 
Taxes, other increased $3,000, or 1.5%, to $207,000 for the three months ended September 30, 2008, versus $204,000 for the comparable prior year period.  The increase reflected an increase in Pennsylvania shares tax which is assessed at an amount of 1.25% on a 6 year moving average of regulatory capital.  The full amount of the increase resulted from increased capital. This increase was offset by a reduction in Pennsylvania sales taxes recorded in third quarter 2008.
 
 Other expenses decreased $120,000, or 15.5% to $654,000 for the three months ended September 30, 2008, from $774,000 for the prior year comparable period.
 

Provision for Income Taxes
 
The provision for income taxes increased $148,000 to $706,000 for the three months ended September 30, 2008, from $558,000 for the prior year comparable period. That reduction was primarily the result of the decrease in pre-tax income.  The effective tax rates in those periods were 32% and 31% respectively.
 
23


Nine Months Ended September 30, 2008 compared to September 30, 2007
Results of Operations:
 
Overview

The Company's net income decreased to a $56,000 loss or $(0.01) per diluted share for the nine months ended September 30, 2008, compared to $5.3 million, or $0.50 per diluted share for the comparable prior year period.  There was a $10.3 million, or 19.8%, decrease in total interest income, reflecting a 136 basis point decrease in the yield on average loans outstanding as well as a 4.0% decrease in average interest earning assets.  Interest expense decreased $9.2 million, reflecting a 131 basis point decrease in the rate on average interest-bearing deposits outstanding and a 222 basis point decrease in the rate on average borrowings outstanding.  Accordingly net interest income decreased $1.0 million between the periods.  The provision for loan losses in the first nine months of 2008 increased $4.5 million to $5.9 million, compared to $1.4 million in the first nine months of 2007, reflecting additional reserves on certain loans.  Non-interest income increased $18,000 to $2.2 million in first nine months of 2008 compared to $2.2 million in first nine months of 2007.  Non-interest expenses increased $2.8 million to $18.5 million in first nine months of 2008 compared to $15.8 million in the first nine months of 2007, primarily due to $1.6 million in writedowns of other real estate owned, an increase of $482,000 in other real estate expenses related to property maintenance, an increase of $282,000 in legal expenses, and an increase of $249,000 in regulatory assessments and costs. Return on average assets and average equity of (0.01)% and (0.09)% respectively, in the first nine months of 2008 compared to 0.73% and 9.21% respectively for the same period in 2007.


24

 
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.  Yields are adjusted for tax equivalency for tax exempt municipal securities income in the first nine months of 2008 and 2007.


25

 
   
For the nine months ended
   
For the nine months ended
 
   
September 30, 2008
   
September 30, 2007
 
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
  $ 10,478     $ 199       2.54 %   $ 14,424     $ 543       5.03 %
Securities (2)
    87,506       3,814       5.81 %     98,571       4,436       6.00 %
Loans receivable
    796,782       37,821       6.34 %     819,243       47,166       7.70 %
Total interest-earning assets
    894,766       41,834       6.25 %     932,238       52,145       7.48 %
                                                 
Other assets
    51,915                       39,029                  
                                                 
Total assets
  $ 946,681                     $ 971,267                  
                                                 
Interest-bearing liabilities:
                                               
Demand-non interest
                                               
bearing
  $ 76,487                     $ 78,502                  
Demand interest-bearing
    34,760