text
stringlengths 1.03k
343k
|
|---|
The following is a summary of the unaudited quarterly results of consolidated operations for each of the calendar quarters in the two-year period ended December 31, 2009: Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) 14. |
Such agreements included: • an amendment to the original asset purchase agreement between CTI and Biogen (CTI/Biogen Agreement), modifying future milestone payments, to provide that (i) concurrently with the execution of the amendment CTI was required to pay Biogen $0.2 million (which was reimbursed to CTI by RIT from the initial capital contributions made by CTI and us), (ii) upon the December 2008 closing of the transaction, CTI was required to pay Biogen an additional $2.0 million (which was paid by RIT as successor to CTI under the amendment), (iii) upon the achievement of the specified FDA approval milestone, RIT (as successor to CTI) will be required to pay Biogen an additional amount of $5.5 million if the milestone event occurs in 2009 (provided that RIT may elect to defer any such payment until January 1, 2010, but upon such election the required payment will increase to $6.0 million), $7.0 million if the milestone event occurs in 2010, $9.0 million if the milestone event occurs in 2011, or $10.0 million if the milestone event occurs in 2012 or later. |
Any such disagreement could result in one or more of the following, each of which could delay or prevent the development or commercialization of our drug product, and in turn prevent us from generating revenues: • unwillingness on the part of a partner to pay us milestone payments or royalties that we believe are due to us under a collaboration; • uncertainty regarding ownership of intellectual property rights arising from our collaborative activities, which could prevent us from entering into additional collaborations; • unwillingness by the partner to cooperate in the development or manufacture of the product, including providing us with product data or materials; • unwillingness on the part of a partner to keep us informed regarding the progress of its development and commercialization activities or to permit public disclosure of the results of those activities; • initiation of litigation or alternative dispute resolution options by either party to resolve the dispute; • attempts by either party to terminate the collaboration; • our ability to to maintain or defend our intellectual property rights may be compromised by our partner’s acts or omissions; • a partner may utilize our intellectual property rights in such a way as to invite litigation that could jeopardize or invalidate our intellectual property rights or expose us to potential liability; • a partner may change the focus of their development and commercialization efforts. |
For example: • we or our licensors might not have been the first to make the inventions covered by each of our or our licensors’ pending patent applications and issued patents, and we may have to participate in expensive and protracted interference proceedings to determine priority of invention; • we or our licensors might not have been the first to file patent applications for these inventions; • others may independently develop similar or alternative product candidates or duplicate any of our or our licensors’ product candidates; • our or our licensors’ pending patent applications may not result in issued patents; • our or our licensors’ issued patents may not provide a basis for commercially viable products or may not provide us with any competitive advantages or may be challenged by third parties; • others may design around our or our licensors’ patent claims to produce competitive products that fall outside the scope of our or our licensors’ patents; • we may not develop or in-license additional patentable proprietary technologies related to our product candidates; or • the patents of others may prevent us from marketing one or more of our product candidates for one or more indications that may be valuable to our business strategy. |
Factors that may cause the market price and volume of our common stock to decrease include: • adverse results or delays in our clinical trials; • fluctuations in our results of operations; • timing and announcements of our bio-technological innovations or new products or those of our competitors; • developments concerning any strategic alliances or acquisitions we may enter into; • announcements of FDA non-approval of our drug products, or delays in the FDA or other foreign regulatory review process or actions; • adverse actions taken by regulatory agencies with respect to our drug products, clinical trials, manufacturing processes or sales and marketing activities; • concerns about our products being reimbursed; • any lawsuit involving us or our drug products; • developments with respect to our patents and proprietary rights; • announcements of technological innovations or new products by our competitors; • public concern as to the safety of products developed by us or others; • regulatory developments in the United States and in foreign countries; • changes in stock market analyst recommendations regarding our common stock or lack of analyst coverage; • the pharmaceutical industry generally and general market conditions; • failure of our results of operations to meet the expectations of stock market analysts and investors; • sales of our common stock by our executive officers, directors and five percent stockholders or sales of substantial amounts of our common stock; • changes in accounting principles; and • loss of any of our key scientific or management personnel. |
Such agreements included: • an amendment to the original asset purchase agreement between CTI and Biogen (CTI/Biogen Agreement), modifying future milestone payments, to provide that (i) concurrently with the execution of the Spectrum Pharmaceuticals, Inc. and Subsidiaries Notes to the Consolidated Financial Statements - (Continued) amendment CTI was required to pay Biogen $0.2 million (which was reimbursed to CTI by RIT from the initial capital contributions made by CTI and us), (ii) upon the December 2008 closing of the transaction, CTI was required to pay Biogen an additional $2.0 million (which was paid by RIT as successor to CTI under the amendment), (iii) upon the achievement of the specified FDA approval milestone, RIT (as successor to CTI) will be required to pay Biogen an additional amount of $5.5 million if the milestone event occurs in 2009 (provided that RIT may elect to defer any such payment until January 1, 2010, but upon such election the required payment will increase to $6.0 million), $7.0 million if the milestone event occurs in 2010, $9.0 million if the milestone event occurs in 2011, or $10.0 million if the milestone event occurs in 2012 or later. |
Companies that have products on the market or in research and development that target the same indications as our products target include Ardana Bioscience, Neurocrine Biosciences, Abraxis Bioscience, Inc., Astra Zeneca LP, Amgen, Inc., Bayer AG, Bioniche Life Sciences Inc., Eli Lilly and Co., Novartis Pharmaceuticals Corporation, Ferring Pharmaceuticals, NeoRx Corporation, Genentech, Inc., Bristol-Myers Squibb Company, GlaxoSmithKline, Biogen-IDEC Pharmaceuticals, Inc., OSI Pharmaceuticals, Inc., Cephalon, Inc., Sanofi-aventis, Inc., Pfizer, Inc., AVI Biopharma, Inc., Genta Inc., Genzyme Corporation, Imclone Systems Incorporated, Millennium Pharmaceuticals, Shire Pharmaceuticals, TAP Pharmaceuticals, Inc., QLT Inc., Abbott Laboratories, Poniard Pharmaceuticals, Inc., Roche Pharmaceuticals, Schering-Plough, Johnson & Johnson and others who may be more advanced in development of competing drug products or are more established and are currently marketing products for the treatment of various indications that our drug products target. |
Any such disagreement could result in one or more of the following, each of which could delay or prevent the development or commercialization of our drug product, and in turn prevent us from generating revenues: • unwillingness on the part of a partner to pay us milestone payments or royalties that we believe are due to us under a collaboration; • uncertainty regarding ownership of intellectual property rights arising from our collaborative activities, which could prevent us from entering into additional collaborations; • unwillingness by the partner to cooperate in the development or manufacture of the product, including providing us with product data or materials; • unwillingness on the part of a partner to keep us informed regarding the progress of its development and commercialization activities or to permit public disclosure of the results of those activities; • initiation of litigation or alternative dispute resolution options by either party to resolve the dispute; or • attempts by either party to terminate the collaboration. |
For example: • we or our licensors might not have been the first to make the inventions covered by each of our or our licensors’ pending patent applications and issued patents, and we may have to participate in expensive and protracted interference proceedings to determine priority of invention; • we or our licensors might not have been the first to file patent applications for these inventions; • others may independently develop similar or alternative product candidates or duplicate any of our or our licensors’ product candidates; • our or our licensors’ pending patent applications may not result in issued patents; • our or our licensors’ issued patents may not provide a basis for commercially viable products or may not provide us with any competitive advantages or may be challenged by third parties; • others may design around our or our licensors’ patent claims to produce competitive products that fall outside the scope of our or our licensors’ patents; • we may not develop or in-license additional patentable proprietary technologies related to our product candidates; or • the patents of others may prevent us from marketing one or more of our product candidates for one or more indications that may be valuable to our business strategy. |
Factors that may cause the market price and volume of our common stock to decrease include: • adverse results or delays in our clinical trials; • fluctuations in our results of operations, timing and announcements of our bio-technological innovations or new products or those of our competitors; • developments concerning any strategic alliances or acquisitions we may enter into; • announcements of FDA non-approval of our drug products, or delays in the FDA or other foreign regulatory review process or actions; • adverse actions taken by regulatory agencies with respect to our drug products, clinical trials, manufacturing processes or sales and marketing activities; • any lawsuit involving us or our drug products; • developments with respect to our patents and proprietary rights; • announcements of technological innovations or new products by our competitors; • public concern as to the safety of products developed by us or others; • regulatory developments in the United States and in foreign countries; • changes in stock market analyst recommendations regarding our common stock or lack of analyst coverage; • the pharmaceutical industry generally and general market conditions; • failure of our results of operations to meet the expectations of stock market analysts and investors; • sales of our common stock by our executive officers, directors and five percent stockholders or sales of substantial amounts of our common stock. |
Chief Executive Officer and President Date: March 14, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Spectrum Pharmaceuticals, Inc. and Subsidiaries Consolidated Financial Statements As of December 31, 2007 and 2006 and For Each of the Three Years in the Period Ended December 31, 2007 Spectrum Pharmaceuticals, Inc. and Subsidiaries Consolidated Financial Statements Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Spectrum Pharmaceuticals, Inc. We have completed the integrated audits of the accompanying consolidated balance sheets of Spectrum Pharmaceuticals, Inc. and Subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2007. |
Our drug candidates, their target indications, and status of development are summarized in the following table, and discussed below in further detail: Drug Candidate Target Indication Development Status Satraplatin Hormone Refractory Prostate Cancer NDA submitted February 2007 In multiple trials in other cancer types; in combination with radiation therapy; and in combination with other chemotherapies Phase(s) 1-2 Levofolinic acid, or LFA High dose methotrexate rescue in Osteogenic Sarcoma NDA on file with FDA; Chemistry, Manufacturing and Controls, or CMC, responses pending Colorectal Cancer Planned regulatory filing Sumatriptan injection Migraines (generic form of GSK’s Imitrex® injection) ANDA with Paragraph IV filed, litigation settled, launch expected in the second half of 2008 EOquin Non-invasive Bladder Cancer Phase 2 completed; SPA negotiated with FDA; Phase 3 to start in the first half of 2007 Ozarelix Benign Prostatic Hypertrophy Phase 2b initiated first quarter of 2007; Phase 3/Safety Study to initiate by late 2007 Hormone dependent prostate cancer Phase 2 study completed in 2006; Phase 2b study in progress in Europe Endometriosis Phase 1 study in second half of 2007 Elsamitrucin Various potential cancers Phase 1/2 Lucanthone Radiation Sensitizer for Gliobastoma Multiforme and other Brain Tumors and Brain Metastases Phase 1 expected to initiate in second half of 2007 SPI-1620 Adjunct to Chemotherapy Pre-clinical RenaZorb Hyperphosphatemia in End-stage Renal Disease Pre-clinical SPI-205 Chemotherapy Induced Neuropathy Pre-clinical While other indications have not yet been identified, some of our drug candidates may prove to be beneficial in additional disease indications as we continue to study and develop these drug candidates. |
Our proprietary drug candidates, their target indications, and status of development are summarized in the following table: Drug Candidate Target Indication Development Status Satraplatin Hormone Refractory Prostate Cancer NDA submitted February 2007 In multiple trials in other cancer types; in combination with radiation therapy; and in combination with other chemotherapies Phase(s) 1-2 Levofolinic acid, or LFA, High dose methotrexate rescue in Osteogenic Sarcoma NDA on file with FDA; CMC responses pending Colorectal Cancer Planned regulatory filing EOquin Non-invasive Bladder Cancer Phase 2 completed; SPA negotiated with FDA; Phase 3 to start in the first half of 2007 Ozarelix Benign Prostatic Hypertrophy Phase 2b initiated first quarter of 2007; Phase 3/Safety Study to initiate late 2007 Hormone dependent prostate cancer Phase 2 study completed in 2006; Phase 2b study in progress in Europe Endometriosis Phase 1 study in second half of 2007 Elsamitrucin Various potential cancers Phase 1/2 Lucanthone Radiation Sensitizer for Gliobastoma Multiforme and other Brain Tumors and Brain Metastases Phase 1 expected to initiate in second half of 2007 SPI-1620 Adjunct to Chemotherapy Pre-clinical RenaZorb Hyperphosphatemia in End-stage Renal Disease Pre-clinical SPI-205 Chemotherapy Induced Neuropathy Pre-clinical The development of our drug candidate, satraplatin, depends on the efforts of a third party and, therefore, its eventual success or commercial viability is largely beyond our control. |
Any such disagreement could result in one or more of the following, each of which could delay or prevent the development or commercialization of our product candidates, and in turn prevent us from generating revenues: • unwillingness on the part of a partner to pay us milestone payments or royalties we believe are due to us under a collaboration; • uncertainty regarding ownership of intellectual property rights arising from our collaborative activities, which could prevent us from entering into additional collaborations; • unwillingness by the partner to cooperate in the development or manufacture of the product, including providing us with product data or materials; • unwillingness on the part of a partner to keep us informed regarding the progress of its development and commercialization activities or to permit public disclosure of the results of those activities; • initiation of litigation or alternative dispute resolution options by either party to resolve the dispute; or • attempts by either party to terminate the agreement. |
Companies that have products on the market or in research and development that target the same indications as our products target include Ardana Bioscience, Astra Zeneca LP, Amgen, Inc., Bayer AG, Bioniche Life Sciences Inc., Eli Lilly and Co., Ferring Pharmaceuticals, NeoRx Corporation, Genentech, Inc., Novartis Pharmaceuticals Corporation, Bristol-Myers Squibb Company, GlaxoSmithKline, Biogen-IDEC Pharmaceuticals, Inc., OSI Pharmaceuticals, Inc., Cephalon, Inc., Sanofi- Aventis Inc., Pfizer, Inc., AVI Biopharma, Inc., Chiron Corp., Genta Inc., Genzyme Corporation, Imclone Systems Incorporated, Millennium Pharmaceuticals, MGI Pharma, Inc., SuperGen, Inc., Shire Pharmaceuticals, TAP Pharmaceuticals, Inc., QLT Inc., Threshold Pharmaceuticals, Inc., Roche Pharmaceuticals, Schering-Plough, Johnson & Johnson and others who may be more advanced in development of competing drug candidates or are more established and are currently marketing products for the treatment of various indications that our drug candidates target. |
Chief Executive Officer and President Date: March 13, 2007 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Spectrum Pharmaceuticals, Inc. and Subsidiaries Consolidated Financial Statements As of December 31, 2006 and 2005 and For Each of the Three Years in the Period Ended December 31, F - 1 Spectrum Pharmaceuticals, Inc. and Subsidiaries Consolidated Financial Statements F - 2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Spectrum Pharmaceuticals, Inc. We have completed integrated audits of the 2006 and 2005 consolidated financial statements of Spectrum Pharmaceuticals, Inc. and Subsidiaries (the “Company”) and of its annual report on internal control over financial reporting as of December 31, 2006 and an audit of its 2004 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). |
Companies that have products on the market or in research and development that target the same indications as our products target include Ardana Bioscience, Astra Zeneca LP, Amgen, Inc., Bayer AG, Bioniche Life Sciences Inc., Eli Lilly and Co., Novartis Pharmaceuticals Corporation, Ferring Pharmaceuticals, NeoRx Corporation, Genentech, Inc., Bristol-Myers Squibb Company, GlaxoSmithKline, Biogen-IDEC Pharmaceuticals, Inc., OSI Pharmaceuticals, Inc., Cephalon, Inc., Sanofi-Aventis Inc., Pfizer, Inc., AVI Biopharma, Inc., Chiron Corp., Genta Inc., Genzyme Corporation, Imclone Systems Incorporated, MGI Pharma, Inc., Millennium Pharmaceuticals, SuperGen, Inc., Shire Pharmaceuticals, TAP Pharmaceuticals, Inc., QLT Inc., Threshold Pharmaceuticals, Inc., Roche Pharmaceuticals, Schering-Plough, Johnson & Johnson and others who may be more advanced in development of competing drug candidates or are more established and are currently marketing products for the treatment of various indications that our drug candidates target. |
Any such disagreement could result in one or more of the following, each of which could delay or prevent the development or commercialization of our product candidates, and in turn prevent us from generating revenues: • unwillingness on the part of a partner to pay us milestone payments or royalties we believe are due to us under a collaboration; • uncertainty regarding ownership of intellectual property rights arising from our collaborative activities, which could prevent us from entering into additional collaborations; • unwillingness by the partner to cooperate in the development or manufacture of the product, including providing us with product data or materials; • unwillingness on the part of a partner to keep us informed regarding the progress of its development and commercialization activities or to permit public disclosure of the results of those activities; • initiating of litigation or alternative dispute resolution options by either party to resolve the dispute; or • attempts by either party to terminate the agreement. |
Companies that have products on the market or in research and development that target the same indications as our products target include Ardana Bioscience, Astra Zeneca LP, Amgen, Inc., Bayer AG, Bioniche Life Sciences Inc., Eli Lilly and Co., Ferring Pharmaceuticals, NeoRx Corporation, Genentech, Inc., Novartis Pharmaceuticals Corporation, Bristol-Myers Squibb Company, GlaxoSmithKline, Biogen-IDEC Pharmaceuticals, Inc., OSI Pharmaceuticals, Inc., Cephalon, Inc., Sanofi-Aventis Inc., Pfizer, Inc., AVI Biopharma, Inc., Chiron Corp., Genta Inc., Genzyme Corporation, Imclone Systems Incorporated, Millennium Pharmaceuticals, MGI Pharma, Inc., SuperGen, Inc., Shire Pharmaceuticals, TAP Pharmaceuticals, Inc., QLT Inc., Threshold Pharmaceuticals, Inc., Roche Pharmaceuticals, Schering-Plough, Johnson & Johnson and others who may be more advanced in development of competing drug candidates or are more established and are currently marketing products for the treatment of various indications that our drug candidates target. |
Chief Executive Officer and President Date: March 15, 2006 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Spectrum Pharmaceuticals, Inc. and Subsidiaries Consolidated Financial Statements As of December 31, 2005 and 2004 and For Each of the Three Years in the Period Ended December 31, 2005 Spectrum Pharmaceuticals, Inc. and Subsidiaries Consolidated Balance Sheets Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Spectrum Pharmaceuticals, Inc. We have completed integrated audits of the 2005 and 2004 consolidated financial statements of Spectrum Pharmaceuticals, Inc. and Subsidiaries (the “Company”) and of its annual report on internal control over financial reporting as of December 31, 2005 and an audit of its 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). |
General and administrative expenses increased by approximately $1.3 million, from $3.7 million in 2002 to $5.0 million in 2003 due primarily to the following factors: • Legal and professional fees increased by approximately $900,000 in 2003 due to the changes in our organization, expenses incurred in successfully addressing the NASDAQ delisting notice we received in March 2003, additional expenses for compliance with California and other state securities laws due to our listing on the NASDAQ SmallCap Market, compliance with new SEC and Sarbanes-Oxley Act rules and regulations, and evaluation of business alliances and opportunities in conjunction with expanding our product portfolio; • Employee severance costs included in general and administrative expense in 2003 of approximately $500,000; • As a result of the 2002 change in our business plan, and a dramatic reduction in the scope of our research and development activities, the allocation of general and administrative costs to research and development was $1.4 million lower in 2003 as compared to 2002; and • Offsetting the foregoing increases was an aggregate decrease of approximately $1.5 million in payroll and occupancy costs, depreciation and other miscellaneous corporate overhead. |
Chief Executive Officer and President Date: March 15, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SPECTRUM PHARMACEUTICALS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2004 and 2003 and For Each of the Three Years in the Period Ended December 31, 2004 SPECTRUM PHARMACEUTICALS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2004 and 2003 and For Each of the Three Years in the Period Ended December 31, 2004 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Spectrum Pharmaceuticals, Inc. We have completed an integrated audit of Spectrum Pharmaceuticals, Inc and Subsidiaries’ (the “Company”) consolidated financial statements and of Management’s annual report on internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). |
General and administrative expenses increased by approximately $1.3 million, from $3.7 million in 2002 to $5.0 million in 2003 due primarily to the following factors: • Legal and professional fees increased by approximately $900,000 in 2003 due to the changes in our organization, expenses incurred in successfully addressing the NASDAQ delisting notice we received in March 2003, additional expenses for compliance with California and other state securities laws due to our listing on the NASDAQ SmallCap Market, compliance with new SEC and Sarbanes-Oxley Act rules and regulations, and evaluation of business alliances and opportunities in conjunction with our generic drug strategy; • Employee severance costs included in general and administrative in 2003 of approximately $500,000; • As a result of the 2002 change in our business plan, and a dramatic reduction in the scope of our research and development activities, the allocation of general and administrative costs to research and development was $1.4 million lower in 2003 as compared to 2002; and • Offsetting the foregoing increases was an aggregate decrease of approximately $1.5 million in payroll and occupancy costs, depreciation and other miscellaneous corporate overhead. |
Chief Executive Officer and President Date: March 26, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SPECTRUM PHARMACEUTICALS, INC. AND SUBSIDIARIES (Formerly NeoTherapeutics, Inc.) CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003 and 2002 and For Each of the Three Years in the Period Ended December 31, 2003 SPECTRUM PHARMACEUTICALS, INC. AND SUBSIDIARIES (Formerly NeoTherapeutics, Inc.) INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003 and 2002 and For Each of the Three Years in the Period Ended December 31, 2003 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders of NeoTherapeutics, Inc.: We have audited the accompanying consolidated balance sheets of NeoTherapeutics, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2001. |
For example, and in addition to the “Risk Factors” discussed elsewhere in this Form 10-K, risks or uncertainties can arise with changes in or related to: ● the negative impacts and disruptions of the COVID-19 pandemic and measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations; ● the length and extent of the economic contraction as a result of the COVID-19 pandemic; ● deterioration in general economic conditions; ● changes in interest rates; ● changes in customer behavior, including loan demand; ● changes in the adequacy of our allowance for loan losses and our methodology for determining such allowance; ● adverse changes in our loan portfolio and credit risk-related losses and expenses; ● changes in concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; changes in interest rates; ● our ability to identify, negotiate, secure and develop new store locations and renew, modify, or terminate leases or dispose of properties for existing store locations effectively; ● business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; ● changes in deposit flows and loan demand; ● the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; ● our securities portfolio and the valuation of our securities; ● changes in accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; ● operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; ● litigation liabilities, including costs, expenses, settlements and judgments; and ● other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Philadelphia, Pennsylvania March 11, 2021 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations For the Years Ended December 31, 2020, 2019, and 2018 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2020, 2019, and 2018 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2020, 2019, and 2018 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2020, 2019, and 2018 (Dollars in thousands) (1) Dividends per share of $0.46 were declared on preferred stock for the twelve months ended December 31, 2020 (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. |
Incorporated by reference to Form 8-K filed August 21, 2020 3.3 Amended and Restated By-Laws of Republic First Bancorp, Inc. Incorported by reference to Form 10-Q filed May 11, 2020 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II Exhibit Number Description Location 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III 4.3 Description of Capital Securities Incorporated by reference to Form 10-K filed March 16, 2020 10.1 Form of Employment Agreement, dated July 1, 2015, by and among, certain named Executive Officers, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed July 14, 2015 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 Exhibit Number Description Location 10.5 Agreement, dated March 9, 2017, between Republic First Bancorp, Inc. and Vernon W. Hill II Incorporated by reference to Form 10-K filed March 10, 2017 10.6 Employment Agreement, dated May 10, 2013, by and among Harry D. Madonna, Republic First Bancorp, Inc., and Republic First Bank* Incorporated by reference to Form 10-Q filed May 10, 2013 10.7 First Amendment to Employment Agreement, dated March 18, 2015, by and among Harry D. Madonna, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed March 20, 2015 10.8 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.9 Republic First Bancorp, Inc. 2014 Equity Incentive Plan* Incorporated by reference to the definitive proxy statement on Schedule 14A filed March 26, 2014 10.10 Form of Incentive Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed March 13, 2015 10.11 Form of Nonqualified Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed March 13, 2015 10.12 Form of Investment Agreement Incorporated by reference to Form 8-K filed April 22, 2014 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of BDO USA, LLP Filed Herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
For example, and in addition to the “Risk Factors” discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in or related to: ● general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; ● the adequacy of our allowance for loan losses and our methodology for determining such allowance; ● adverse changes in our loan portfolio and credit risk-related losses and expenses; ● concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; ● changes in interest rates; ● business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; ● deposit flows; ● loan demand; ● the regulatory environment, including evolving banking industry standards and changes in legislation or regulation; ● our securities portfolio and the valuation of our securities; ● accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; ● rapidly changing technology; ● health emergencies, including the spread of infectious diseases or pandemics; ● litigation liabilities, including costs, expenses, settlements and judgments; and ● other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Philadelphia, Pennsylvania March 16, 2020 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2019 and 2018 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations For the Years Ended December 31, 2019, 2018, and 2017 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2019, 2018, and 2017 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2019, 2018, and 2017 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2019, 2018, and 2017 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. |
Exhibit Number Description Location 10.5 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 10.6 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.7 Agreement, dated March 9, 2017, between Republic First Bancorp, Inc. and Vernon W. Hill II Incorporated by reference to Form 10-K filed March 10, 2017 10.8 Employment Agreement, dated May 10, 2013, by and among Harry D. Madonna, Republic First Bancorp, Inc., and Republic First Bank* Incorporated by reference to Form 10-Q filed May 10, 2013 10.9 First Amendment to Employment Agreement, dated March 18, 2015, by and among Harry D. Madonna, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed March 20, 2015 10.10 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Republic First Bancorp, Inc. 2014 Equity Incentive Plan* Incorporated by reference to the definitive proxy statement on Schedule 14A filed March 26, 2014 10.12 Form of Incentive Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed March 13, 2015 10.13 Form of Nonqualified Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed March 13, 2015 10.14 Form of Investment Agreement Incorporated by reference to Form 8-K filed April 22, 2014 10.15 Limited Liability Company Purchase Agreement dated July 26, 2016 by and among, Republic First Bank d/b/a Republic Bank and Owners of Oak Mortgage Company, LLC Incorporated by reference to form 8-K filed August 1, 2016 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of BDO USA, LLP Filed Herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
For example, and in addition to the “Risk Factors” discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in or related to: · general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards and changes in legislation or regulation; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Philadelphia, Pennsylvania March 14, 2019 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2018 and 2017 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Income For the Years Ended December 31, 2018, 2017, and 2016 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2018, 2017, and 2016 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2018, 2017, and 2016 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2018, 2017, and 2016 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. |
The guidance in this ASU among other things, (1) requires equity investments with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement for public businesses entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (4) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (6) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (7) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. |
For example, and in addition to the "Risk Factors" discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in or related to: · general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards and changes in legislation or regulation; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Philadelphia, Pennsylvania March 13, 2018 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2017 and 2016 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Income For the Years Ended December 31, 2017, 2016, and 2015 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2017, 2016, and 2015 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2017, 2016, and 2015 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders' Equity For the Years Ended December 31, 2017, 2016, and 2015 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. |
The guidance in this ASU among other things, (1) requires equity investments with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement for public businesses entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (4) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (6) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (7) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. |
Exhibit Number Description Location 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company's Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III 4.3 The Company will furnish to the SEC upon request copies of the following documents relating to the Company's Fixed Rate Junior Subordinated Convertible Debt Securities due 2038: (i) Indenture dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic First Bancorp Capital Trust IV, dated as of June 10, 2008; and (iii) Guarantee Agreement dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic First Bancorp Capital Trust IV 10.1 Form of Employment Agreement, dated July 1, 2015, by and among, certain named Executive Officers, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed July 14, 2015 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 Exhibit Number Description Location 10.5 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 10.6 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.7 Agreement, dated March 9, 2017, between Republic First Bancorp, Inc. and Vernon W. Hill II Incorporated by reference to Form 10-K filed March 10, 2017 10.8 Employment Agreement, dated May 10, 2013, by and among Harry D. Madonna, Republic First Bancorp, Inc., and Republic First Bank* Incorporated by reference to Form 10-Q filed May 10, 2013 10.9 First Amendment to Employment Agreement, dated March 18, 2015, by and among Harry D. Madonna, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed March 20, 2015 10.10 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Republic First Bancorp, Inc. 2014 Equity Incentive Plan* Incorporated by reference to the definitive proxy statement on Schedule 14A filed March 26, 2014 10.12 Form of Incentive Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed March 13, 2015 10.13 Form of Nonqualified Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed March 13, 2015 10.14 Form of Investment Agreement Incorporated by reference to Form 8-K filed April 22, 2014 10.15 Limited Liability Company Purchase Agreement dated July 26, 2016 by and among, Republic First Bank d/b/a Republic Bank and Owners of Oak Mortgage Company, LLC Incorporated by reference to form 8-K filed August 1, 2016 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of BDO USA, LLP Filed Herewith (c) All financial statement schedules are omitted because the required information is not present or not present in amounts sufficient to require submission of the schedule or because the information required is included in the respective financial statements or notes thereto contained herein. |
For example, and in addition to the "Risk Factors" discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in or related to: · general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; · the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Harrisburg, Pennsylvania March 10, 2017 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2016 and 2015 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Income For the Years Ended December 31, 2016, 2015, and 2014 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2016, 2015, and 2014 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2016, 2015, and 2014 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders' Equity For the Years Ended December 31, 2016, 2015, and 2014 (Dollars in thousands) (See notes to consolidated financial statements) 1. |
The guidance in this ASU among other things, (1) requires equity investments with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement for public businesses entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (4) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (6) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (7) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. |
Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company's Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II Exhibit Number Description Location 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company's Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III 4.3 The Company will furnish to the SEC upon request copies of the following documents relating to the Company's Fixed Rate Junior Subordinated Convertible Debt Securities due 2038: (i) Indenture dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic First Bancorp Capital Trust IV, dated as of June 10, 2008; and (iii) Guarantee Agreement dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic First Bancorp Capital Trust IV 10.1 Form of Employment Agreement, dated July 1, 2015, by and among, certain named Executive Officers, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed July 14, 2015 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 Exhibit Number Description Location 10.5 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 10.6 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.7 Agreement, dated March 9, 2017, between Republic First Bancorp, Inc. and Vernon W. Hill II Filed Herewith 10.8 Employment Agreement, dated May 10, 2013, by and among Harry D. Madonna, Republic First Bancorp, Inc., and Republic First Bank* Incorporated by reference to Form 10-Q filed on May 10, 2013 10.9 First Amendment to Employment Agreement, dated March 18, 2015, by and among Harry D. Madonna, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed on March 20, 2015 10.10 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Republic First Bancorp, Inc. 2014 Equity Incentive Plan* Incorporated by reference to the definitive proxy statement on Schedule 14A filed on March 26, 2014 10.12 Form of Incentive Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed on March 13, 2015 10.13 Form of Nonqualified Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed on March 13, 2015 10.14 Form of Investment Agreement Incorporated by reference to Form 8-K filed on April 22, 2014 10.15 Limited Liability Company Purchase Agreement dated July 26, 2016 by and among, Republic First Bank d/b/a Republic Bank and Owners of Oak Mortgage Company, LLC Incorporated by reference to form 8-K filed August 1, 2016 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of BDO USA, LLP Filed Herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
For example, and in addition to the "Risk Factors" discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in or related to: · general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; · the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
/s/BDO USA, LLP Harrisburg, Pennsylvania March 11, 2016 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2015 and 2014 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations For the Years Ended December 31, 2015, 2014, and 2013 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2015, 2014, and 2013 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2015, 2014, and 2013 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders' Equity For the Years Ended December 31, 2015, 2014, and 2013 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. |
The guidance in this ASU among other things, (1) requires equity investments with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement for public businesses entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (4) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (6) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (7) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. |
Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company's Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II Exhibit Number Description Location 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company's Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III 4.3 The Company will furnish to the SEC upon request copies of the following documents relating to the Company's Fixed Rate Junior Subordinated Convertible Debt Securities due 2038: (i) Indenture dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic First Bancorp Capital Trust IV, dated as of June 10, 2008; and (iii) Guarantee Agreement dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic First Bancorp Capital Trust IV 10.1 Form of Employment Agreement, dated July 1, 2015, by and among, certain named Executive Officers, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed July 14, 2015 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 Exhibit Number Description Location 10.5 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 10.6 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.7 Consulting Agreement between Republic First Bancorp, Inc. and Vernon W. Hill, II Incorporated by reference to Form 10-Q filed November 7, 2008 10.8 Employment Agreement, dated May 10, 2013, by and among Harry D. Madonna, Republic First Bancorp, Inc., and Republic First Bank* Incorporated by reference to Form 10-Q filed on May 10, 2013 10.9 First Amendment to Employment Agreement, dated March 18, 2015, by and among Harry D. Madonna, Republic First Bancorp, Inc. and Republic First Bank* Incorporated by reference to Form 8-K filed on March 20, 2015 10.10 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Republic First Bancorp, Inc. 2014 Equity Incentive Plan* Incorporated by reference to the definitive proxy statement on Schedule 14A filed on March 26, 2014 10.12 Form of Incentive Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed on March 13, 2015 10.13 Form of Nonqualified Stock Option Award - 2014 Equity Incentive Plan* Incorporated by reference to Form 10-K filed on March 13, 2015 10.14 Form of Investment Agreement Incorporated by reference to Form 8-K filed on April 22, 2014 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of BDO USA, LLP Filed Herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
For example, and in addition to the “Risk Factors” discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in or related to: · general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; · the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
/s/ Baker Tilly Virchow Krause, LLP Pittsburgh, Pennsylvania March 15, 2013 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2014 and 2013 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations For the Years Ended December 31, 2014, 2013 and 2012 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2014, 2013 and 2012 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2014, 2013 and 2012 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2014, 2013 and 2012 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. |
Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II Exhibit Number Description Location 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III 4.3 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Fixed Rate Junior Subordinated Convertible Debt Securities due 2038: (i) Indenture dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic First Bancorp Capital Trust IV, dated as of June 10, 2008; and (iii) Guarantee Agreement dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic First Bancorp Capital Trust IV 10.1 Employment Agreement between the Company and Harry D. Madonna, dated May 10, 2013* Incorporated by reference to Form 10-Q filed May 10, 2013 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 10.5 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 Exhibit Number Description Location 10.6 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.7 Consulting Agreement between Republic First Bancorp, Inc. and Vernon W. Hill, II Incorporated by reference to Form 10-Q filed November 7, 2008 10.8 Employment Agreement between Republic First Bank and Andrew J. Logue, dated August 20, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.9 Employment Agreement between Republic First Bank and Rhonda S. Costello, dated August 25, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.10 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Amendment to Employment Agreement, by and between Andrew J. Logue and Republic First Bank, dated April 26, 2010* Incorporated by reference to Form 8-K filed May 4, 2010 10.12 Amendment to Employment Agreement, by and between Andrew J. Logue and Republic First Bank, dated March 13, 2013. |
For example, and in addition to the “Risk Factors” discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in or related to: · general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; · the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Pittsburgh, Pennsylvania March 15, 2013 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2013 and 2012 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations For the Years Ended December 31, 2013, 2012 and 2011 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2013, 2012 and 2011 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2013, 2012 and 2011 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2013, 2012 and 2011 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. |
Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) Exhibit Number Description Location 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III 4.3 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Fixed Rate Junior Subordinated Convertible Debt Securities due 2038: (i) Indenture dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic First Bancorp Capital Trust IV, dated as of June 10, 2008; and (iii) Guarantee Agreement dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic First Bancorp Capital Trust IV 10.1 Employment Agreement between the Company and Harry D. Madonna, dated May 10, 2013* Incorporated by reference to Form 10-Q filed May 10, 2013 Exhibit Number Description Location 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 10.5 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 10.6 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.7 Consulting Agreement between Republic First Bancorp, Inc. and Vernon W. Hill, II Incorporated by reference to Form 10-Q filed November 7, 2008 10.8 Employment Agreement between Republic First Bank and Andrew J. Logue, dated August 20, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.9 Employment Agreement between Republic First Bank and Rhonda S. Costello, dated August 25, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.10 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Amendment to Employment Agreement, by and between Andrew J. Logue and Republic First Bank, dated April 26, 2010* Incorporated by reference to Form 8-K filed May 4, 2010 10.12 Amendment to Employment Agreement, by and between Andrew J. Logue and Republic First Bank, dated March 13, 2013. |
For example, and in addition to the “Risk Factors” discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in: · general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; · impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Lancaster, Pennsylvania March 15, 2013 Republic First Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2012 and 2011 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations For the Years Ended December 31, 2012, 2011 and 2010 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2012, 2011 and 2010 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2012, 2011 and 2010 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2012, 2011 and 2010 (Dollars in thousands) (See notes to consolidated financial statements) Republic First Bancorp, Inc. and Subsidiary Notes to Consolidated Financial Statements 1. |
Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III 4.3 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Fixed Rate Junior Subordinated Convertible Debt Securities due 2038: (i) Indenture dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic First Bancorp Capital Trust IV, dated as of June 10, 2008; and (iii) Guarantee Agreement dated as of June 10, 2008, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic First Bancorp Capital Trust IV 10.1 Employment Contract between the Company and Harry D. Madonna* Incorporated by reference to Form 8-K filed January 26, 2010 Exhibit Number Description Location 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 10.5 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 10.6 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.7 Consulting Agreement between Republic First Bancorp, Inc. and Vernon W. Hill, II Incorporated by reference to Form 10-Q filed November 7, 2008 10.8 Employment Agreement between Republic First Bank and Andrew J. Logue, dated August 20, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.9 Employment Agreement between Republic First Bank and Rhonda S. Costello, dated August 25, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.10 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Amendment to Employment Agreement, by and between Andrew J. Logue and Republic First Bank, dated April 26, 2010* Incorporated by reference to Form 8-K filed May 4, 2010 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of ParenteBeard LLC Filed Herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
For example, and in addition to the “Risk Factors” discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in: · general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; · impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) Exhibit Number Description Location 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III. |
10.1 Employment Contract between the Company and Harry D. Madonna* Incorporated by reference to Form 8-K filed January 26, 2010 Exhibit Number Description Location 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Change in Control Policy for Certain Executive Officers* Incorporated by reference to Form 10-K filed March 9, 2007 10.5 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 10.6 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 10.7 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.8 Consulting Agreement between Republic First Bancorp, Inc. and Vernon W. Hill, II Incorporated by reference to Form 10-Q filed November 7, 2008 10.9 Employment Agreement between Republic First Bank and Andrew J. Logue, dated August 20, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.10 Employment Agreement between Republic First Bank and Rhonda S. Costello, dated August 25, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.12 Amendment to Employment Agreement, by and between Andrew J. Logue and Republic First Bank, dated April 26, 2010* Incorporated by reference to Form 8-K filed May 4, 2010 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of ParenteBeard LLC Filed Herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
For example, and in addition to the “Risk Factors” discussed elsewhere in this Form 10-K, risks and uncertainties can arise with changes in: · general economic conditions, including current turmoil in the financial markets and the efforts of government agencies to stabilize the financial system; · the adequacy of our allowance for loan losses and our methodology for determining such allowance; · adverse changes in our loan portfolio and credit risk-related losses and expenses; · concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; · impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; · our securities portfolio and the valuation of our securities; · accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. |
Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) Exhibit Number Description Location 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III. |
10.1 Employment Contract between the Company and Harry D. Madonna* Incorporated by reference to Form 8-K filed January 26, 2010 Exhibit Number Description Location 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K filed March 10, 2008 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-K filed March 16, 2010 10.4 Change in Control Policy for Certain Executive Officers* Incorporated by reference to Form 10-K filed March 9, 2007 10.5 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q filed November 7, 2008 10.6 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q filed November 7, 2008 10.7 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders of the Trust IV Capital Securities Incorporated by reference to Form10-Q filed November 7, 2008 10.8 Consulting Agreement between Republic First Bancorp, Inc. and Vernon W. Hill, II Incorporated by reference to Form 10-Q filed November 7, 2008 10.9 Employment Agreement between Republic First Bank and Andrew J. Logue, dated August 20, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.10 Employment Agreement between Republic First Bank and Rhonda S. Costello, dated August 25, 2008* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.11 Form of Option Award* Incorporated by reference to Form S-1 filed April 23, 2010 (333-166286) 10.12 Amendment to Employment Agreement, by and between Andrew J. Logue and Republic First Bank, dated April 26, 2010* Incorporated by reference to Form 8-K filed May 4, 2010 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of ParenteBeard LLC Filed Herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
Incorporated by reference to Form 10-K Filed March 30, 2005 4.1 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust II, dated as of December 27, 2006; and (iii) Guarantee Agreement dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust II 4.2 The Company will furnish to the SEC upon request copies of the following documents relating to the Company’s Floating Rate Junior Subordinated Debt Securities due 2037: (i) Indenture dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee; (ii) Amended and Restated Declaration of Trust of Republic Capital Trust III, dated as of June 28, 2007; and (iii) Guarantee Agreement dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee, for the benefit of the holders of the capital securities of Republic Capital Trust III. |
10.1 Employment Contract Between the Company and Harry D. Madonna* Incorporated by reference to Form 8-K Filed January 26, 2010 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form 10-K Filed March 10, 2008 10.3 Deferred Compensation Plan* Filed herewith 10.4 Change in Control Policy for Certain Executive Officers* Incorporated by reference to Form 10-K filed March 9, 2007 10.5 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q Filed November 7, 2008 10.6 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q Filed November 7, 2008 10.7 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders the Trust IV Capital Securities Incorporated by reference to Form 10-Q Filed November 7, 2008 10.8 Consulting Agreement between Republic First Bancorp, Inc. and Vernon W. Hill, II Incorporated by reference to Form 10-Q Filed November 7, 2008 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of Beard Miller Company LLP Filed Herewith 31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
For example, risks and uncertainties can arise with changes in: · the ability of the Company and Pennsylvania Commerce Bancorp, Inc. to obtain the required approvals for and complete their proposed merger; · general economic conditions, including current turmoil in the financial markets and the efforts of government agencies to stabilize the financial system; · adverse changes in the Company’s loan portfolio and credit risk-related losses and expenses; · changes in interest rates; · business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures, and similar items; · deposit flows; · loan demand; · the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; · changes in accounting principles, policies and guidelines; · rapidly changing technology; · litigation liabilities, including costs, expenses, settlements and judgments; and · other economic, competitive, governmental, regulatory and technological factors affecting the Company’s operations, pricing, products and services. |
Name and Principal Position Year Salary ($) Bonus ($) Option Awards (1) ($) Change in Pension Value ($) All Other Compensation ($) Total ($) Harry D. Madonna, President and Chief Executive Officer (2) 390,225 - 21,330 - 150,427 561,982 356,384 - 16,731 8,110 174,290 555,515 330,000 250,000 - 7,799 128,843 716,642 Louis J. DeCesare Former President and Chief Operating Officer (3) 461,751 - 21,330 - 14,265 497,346 250,000 - 16,731 - 110,739 377,470 200,000 125,000 - - 66,952 391,952 Paul Frenkiel Former Chief Financial Officer (4) 121,537 - 6,338 - 33,820 161,695 113,750 - 6,971 - 32,237 152,958 104,000 13,000 - - 31,516 148,516 Carol L. Hunter Chief Credit Officer (5) 116,427 4,250 3,617 - 16,295 140,589 66,937 - - - 67,898 - - - - - - Edward J. Ryan Chief Financial Officer (6) 96,161 4,000 - - 4,006 104,167 93,173 8,000 - - 4,047 105,220 82,000 - - 2,158 84,658 (1) The amount shown is the dollar amount recognized for financial statement reporting purposes with respect to the referenced fiscal year in accordance with FAS 123R. |
10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-Q Filed November 15, 2004 10.4 Change in Control Policy for Certain Executive Officers* Incorporated by reference to Form 10-K filed March 9, 2007 10.5 Amended and Restated Supplemental Retirement Plan Agreements between Republic First Bank and Certain Directors* Incorporated by reference to Form 10-Q Filed November 7, 2008 10.6 Purchase Agreement among Republic First Bancorp, Inc., Republic First Bancorp Capital Trust IV, and Purchasers of the Trust IV Capital Securities Incorporated by reference to Form 10-Q Filed November 7, 2008 10.7 Registration Rights Agreement among Republic First Bancorp, Inc. and the Holders the Trust IV Capital Securities Incorporated by reference to Form 10-Q Filed November 7, 2008 10.8 Consulting Agreement between Republic First Bancorp, Inc. and Vernon W. Hill, II Incorporated by reference to Form 10-Q Filed November 7, 2008 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of Beard Miller Company LLP Filed Herewith 31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. |
Contractual obligations and other commitments The following table sets forth contractual obligations and other commitments representing required and potential cash outflows as of December 31, 2007: (Dollars in thousands) Total Less than One Year One to Three Years Three to Five Years After Five Years Minimum annual rentals or noncancellable operating leases $ 44,926 $ 1,394 $ 3,426 $ 3,947 $ 36,159 Remaining contractual maturities of time deposits 422,935 406,945 15,199 Subordinated debt 11,341 - - - 11,341 Employment agreements 1,736 - - Former CEO SERP - - Director and Officer retirement plan obligations 1,467 Loan commitments 160,245 113,718 21,189 2,624 22,714 Standby letters of credit 4,613 4,451 - Total $ 647,406 $ 527,548 $ 41,001 $ 7,667 $ 71,190 As of December 31, 2007, the Company had entered into non-cancelable lease agreements for its main office and operations center, ten current Republic retail branch facilities, and a new branch facility scheduled to open in 2008, expiring through August 31, 2037, including renewal options. |
Incorporated by reference to Form 10-K Filed March 30, 2005 10.1 Employment Contract Between the Company and Harry D. Madonna* Incorporated by reference to Form 8-K Filed March 2, 2007 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Filed Herewith 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-Q Filed November 15, 2004 10.4 Human Resources and Payroll Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.5 Operation and Data Processing Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.6 Compliance Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.7 Financial Accounting and Reporting Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.8 Employment Contract Between Republic and Louis J. DeCesare, Jr.* Incorporated by reference to Form 8-K Filed March 2, 2007 10.9 Change in Control Policy for Certain Executive Officers* Incorporated by reference to Form 10-K filed March 9, 2007 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of Beard Miller Company LLP Filed Herewith 31.1 Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. pursuant to Commission Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith 31.2 Certification of Vice President and Chief Financial Officer of Republic First Bancorp, Inc. pursuant to Commission Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith 32.1 Certification under Section 906 of the Sarbanes Oxley Act of Harry D. Madonna. |
REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS December 31, 2007 and 2006 (Dollars in thousands, except share data) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, 2007, 2006 and 2005 (Dollars in thousands, except per share data) (1) Prior year amounts have been restated for a 10% stock dividend paid on April 17, 2007 (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2007, 2006 and 2005 (Dollars in thousands, except share data) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2007, 2006 and 2005 (Dollars in thousands) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. |
Incorporated by reference to Form 10-K Filed March 30, 2005 10.1 Employment Contract Between the Company and Harry D. Madonna* Incorporated by reference to Form 8-K Filed March 2, 2007 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form S-8 Filed March 26, 2001 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-Q Filed November 15, 2004 10.4 Human Resources and Payroll Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.5 Operation and Data Processing Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.6 Compliance Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.7 Financial Accounting and Reporting Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.8 Employment Contract Between Republic and Louis J. DeCesare, Jr.* Incorporated by reference to Form 8-K Filed March 2, 10.9 Change in Control Policy for Certain Executive Officers* Filed Herewith 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of Beard Miller Company LLP Filed Herewith 23.2 Consent of Grant Thornton LLP Filed Herewith 31.1 Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. pursuant to Commission Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Vice President and Chief Financial Officer of Republic First Bancorp, Inc. pursuant to Commission Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of Filed herewith 32.1 Certification under Section 906 of the Sarbanes Oxley Act of Harry D. Madonna. |
/s/ Grant Thornton LLP Philadelphia, Pennsylvania March 24, 2005 (except for Note 20, as to which the date is March 14, 2006) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS December 31, 2006 and 2005 (Dollars in thousands, except share data) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, 2006, 2005 and 2004 (Dollars in thousands, except per share data) (1) Prior year amounts have been restated for a 10% stock dividend declared in May (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2006, 2005 and 2004 (Dollars in thousands) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2006, 2005 and 2004 (Dollars in thousands, except share data) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. |
Incorporated by reference to Form 10-K Filed March 30, 2005 10.1 Employment Contract Between the Company and Harry D. Madonna* Incorporated by reference to Form 10-Q/A Filed February 7, 2005 10.2 Amended and Restated Stock Option Plan and Restricted Stock Plan* Incorporated by reference to Form S-8 Filed March 26, 2001 10.3 Deferred Compensation Plan* Incorporated by reference to Form 10-Q Filed November 15, 2004 10.4 Human Resources and Payroll Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.5 Operation and Data Processing Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.6 Compliance Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 10.7 Financial Accounting and Reporting Services Agreement between Republic First Bank and BSC Services Corp. dated January 1, 2005 Incorporated by reference to Form 10-K Filed March 30, 2005 21.1 Subsidiaries of the Company Filed Herewith 23.1 Consent of Beard Miller Company LLP Filed Herewith 23.2 Consent of Grant Thornton LLP Filed Herewith 31.1 Certification of Chairman and Chief Executive Officer of Republic First Bancorp, Inc. pursuant to Commission Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith 31.2 Certification of Executive Vice President and Chief Financial Officer of Republic First Bancorp, Inc. pursuant to Commission Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith 32.1 Certification under Section 906 of the Sarbanes Oxley Act of Harry D. Madonna. |
/s/ Grant Thornton LLP Philadelphia, Pennsylvania March 24, 2006 (except for Note 20, as to which the date is March 14, 2006) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, 2005, 2004 and 2003 (Dollars in thousands, except per share data) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS of CASH FLOWS For the years ended December 31, 2005, 2004 and 2003 (Dollars in thousands) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2005, 2004 and 2003 (Dollars in thousands) (See notes to consolidated financial statements) REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. |
Summary of Selected Quarterly Consolidated Financial Data For the Quarter Ended, 2004 -------------------------------------- Fourth Third Second First ------- ------- ------- ------- (Dollars in thousands, except per share data) Income Statement Data: Total interest income .... $10,520 $ 9,377 $ 8,536 $ 9,297 Total interest expense ... 3,366 3,863 3,929 3,973 ------- ------- ------- ------- Net interest income ...... 7,154 5,514 4,607 5,324 Provision for loan losses 887 (611) 62 811 Non-interest income ...... 2,775 3,842 2,830 2,747 Non-interest expense ..... 5,141 5,346 4,827 4,985 Federal income tax expense 1,238 1,538 865 764 ------- ------- ------- ------- Net income ............... $ 2,663 $ 3,083 $ 1,683 $ 1,511 ======= ======= ======= ======= Per Share Data: Basic: Net income ........... $ 0.37 $ 0.43 $ 0.23 $ 0.21 ======= ======= ======= ======= Diluted: Net income ........... $ 0.35 $ 0.41 $ 0.22 $ 0.20 ======= ======= ======= ======= For the Quarter Ended, 2003 -------------------------------------- (Dollars in thousands, except per share data) Fourth Third Second First ------- ------- ------- ------- Income Statement Data: Total interest income .... $ 8,124 $ 8,167 $12,554 $13,559 Total interest expense ... 3,847 4,086 4,260 4,460 ------- ------- ------- ------- Net interest income ...... 4,277 4,081 8,294 9,099 Provision for loan losses 419 647 2,286 3,412 Non-interest income ...... 2,918 2,826 497 895 Non-interest expense ..... 4,928 4,421 4,771 4,605 Federal income tax expense 611 606 583 684 ------- ------- ------- ------- Net income ............... $ 1,237 $ 1,233 $ 1,151 $ 1,293 ======= ======= ======= ======= Per Share Data: Basic: Net income ........... $ 0.18 $ 0.16 $ 0.16 $ 0.19 ======= ======= ======= ======= Diluted: Net income ........... $ 0.18 $ 0.15 $ 0.15 $ 0.18 ======= ======= ======= ======= REPUBLIC FIRST BANCORP | 74 |
These risks include the following: •Adverse changes in foreign currency exchange rates can have a significant effect upon the Company's results of operations, financial condition and cash flows; •Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; •Unexpected government action or changes in legal or regulatory requirements; •Social, economic or political instability; •The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; •Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce, including import/export laws and regulations, economic sanctions laws and regulations and trade controls; •Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and •Increased exposure to interruptions in air carrier or ship services. |
However, certain types of changes are excluded in the Merger Agreement from the concept of a “material adverse effect.” Such exclusions include, but are not limited to, changes resulting from the announcement or the execution of the Merger Agreement and the pendency or consummation of the Merger, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees and, to the extent such changes or events do not have a disproportionate impact on Callaway or Topgolf (as applicable), as compared with other industry participants: changes or developments in applicable laws or accounting principles generally accepted in the United States ("GAAP") or changes in governmental orders, guidelines or recommendations regarding COVID-19; changes or developments in interest rates or United States or global economic, political, business, financial, commodity, currency, regulatory or market conditions generally; industry wide changes, any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, changes in or effects in weather, meteorological conditions or climate, explosion, fire, act of God or other force majeure event, any epidemic, disease outbreak or pandemic (including COVID-19), public health emergency or widespread occurrence of infectious disease. |
How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the selection of the discount and royalty rates and forecasts of future revenues and EBITDA margins for the Jack Wolfskin goodwill and trade name impairment included the following, among others: •We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s goodwill and trade name asset impairment evaluations, including those over the determination of the fair value of goodwill and the trade name assets, including controls related to management’s forecasts of sales and EBITDA margin growth rates and determination of discount and royalty rates •We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) wholesale purchase orders and deliveries, (3) forecasted information included in analyst and industry reports for the Company and its peer companies, including the impact of economic factors on Jack Wolfskin, (4) and retrospective review of forecasted versus actual results. |
These risks include the following: • Adverse changes in foreign currency exchange rates can have a significant effect upon the Company's results of operations, financial condition and cash flows; • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce, including import/export laws and regulations, economic sanctions laws and regulations and trade controls; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
These risks include the following: • Adverse changes in foreign currency exchange rates can have a significant effect upon the Company's results of operations, financial condition and cash flows; • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • Increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • Unexpected government action or changes in legal or regulatory requirements; • Social, economic or political instability; • The effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • Increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • Increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • Increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • unexpected government action or changes in legal or regulatory requirements; • social, economic or political instability; • the effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • unexpected government action or changes in legal or regulatory requirements; • social, economic or political instability; • the effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, and local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • increased exposure to interruptions in air carrier or ship services. |
In addition to foreign currency risks, these risks include: • increased difficulty in protecting the Company’s intellectual property rights and trade secrets; • unexpected government action or changes in legal or regulatory requirements; • social, economic or political instability; • the effects of any anti-American sentiments on the Company’s brands or sales of the Company’s products; • increased difficulty in ensuring compliance by employees, agents and contractors with the Company’s policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, and local international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce; • increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and • increased exposure to interruptions in air carrier or ship services. |
/s/ ARTHUR ANDERSEN LLP San Diego, California January 15, 2002 (except with respect to the matter discussed in Note 17, as to which the date is February 11, 2002) SCHEDULE II CALLAWAY GOLF COMPANY CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 2003, 2002 and 2001 S-1 INDEPENDENT AUDITORS’ REPORT ON FINANCIAL STATEMENT SCHEDULE To the Board of Directors of Callaway Golf Company We have audited the consolidated financial statements of Callaway Golf Company and subsidiaries as of December 31, 2003 and 2002, and for the years then ended, and have issued our report thereon dated March 10, 2004, which report expresses an unqualified opinion and includes explanatory paragraphs relating to (i) the adoption of a new accounting principle and (ii) the application of procedures with respect to certain other disclosures related to the 2001 consolidated financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures; such financial statements and report are included elsewhere in this Annual Report of Callaway Golf Company on Form 10-K for the year ended December 31, 2003. |
Name Age Position(s) Held ---- --- ---------------- Ely Callaway............. 78 Founder, Chairman, and Chief of Advertising, Press and Public Relations Donald H. Dye............ 55 President and Chief Executive Officer Bruce Parker............. 42 Senior Executive Vice President, Domestic Sales and Chief Merchant John P. Duffy............ 57 Senior Executive Vice President, Chief of Manufacturing Richard C. Helmstetter... 56 Senior Executive Vice President, Chief of New Golf Club Products Steven C. McCracken...... 47 Executive Vice President, Licensing, Chief Legal Officer and Secretary Frederick R. Port........ 56 Senior Executive Vice President, International Sales David A. Rane............ 43 Executive Vice President, Administration and Planning, and Chief Financial Officer Charles J. Yash.......... 49 Executive Vice President; President and Chief Executive Officer, Callaway Golf Ball Company Ely Callaway, Founder, has served as Chairman of the Board of the Company since the Company's formation in 1982 and also currently serves as the Company's Chief of Advertising, Press and Public Relations and Chairman of the Executive and Compensation Committee of the Company's Board of Directors. |
3.1.1 Restated Articles of Incorporation of the Company./(2)/ 3.1.2 Certificate of Amendment of Articles of Incorporation, effective February 10, 1995./(3)/ 3.2 Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series A Junior Participating Preferred Stock./(5)/ 3.3 Bylaws of the Company (as amended through May 10, 1996)./(9)/ 4.1 Dividend Reinvestment and Stock Purchase Plan./(1)/ 4.2 Rights Agreement by and between the Company and Chemical Mellon Shareholder Services as Rights Agent dated as of June 21, 1995./(5)/ Executive Compensation Contracts/Plans 10.1 Chairman and Founder Employment Agreement by and between the Company and Ely Callaway entered into as of January 1, 1997./(15)/ 10.2 Chief Executive Officer Employment Agreement by and between the Company and Donald H. Dye entered into as of January 1, 1997./(17)/ 10.3 Executive Officer Employment Agreement by and between the Company and Bruce Parker entered into as of as of January 1, 1997./(13)/ 10.4 Executive Officer Employment Agreement by and between the Company and Richard Helmstetter entered into as of January 1, 1998. |
10.5 Executive Officer Employment Agreement by and between the Company and John Duffy entered into as of January 1, 1997./(13)/ 10.6 Executive Officer Employment Agreement by and between the Company and Steven C. McCracken entered into as of January 1, 1997./(13)/ 10.7.1 Executive Officer Employment Agreement by and between the Company and Frederick R. Port entered into as of January 1, 1997./(13)/ 10.7.2 Stock Option Agreement by and between the Company and Frederick R. Port dated as of September 1, 1995./(6)/ 10.8 Executive Officer Employment Agreement by and between the Company and David Rane entered into as of January 1, 1997./(13)/ 10.9.1 Officer Employment Agreement by and between the Company and Charles Yash entered into as of May 15, 1996./(11)/ 10.9.2 Stock Option Agreement by and between the Company and Charles J. Yash dated as of May 10, 1996./(10)/ 10.10 Employment Agreement by and between the Company and Elmer L. Ward, Jr. entered into as of July 1, 1996./(12)/ 10.11.1 Form of Tax Indemnification Agreement./(5)/ 10.11.2 Form of Amendment No. |
1 to Form of Tax Indemnification Agreement./(12)/ 10.12 Executive Deferred Compensation Plan (as amended and restated through February 6, 1997)./(14)/ 10.13 Callaway Golf Company Executive Non-Discretionary Bonus Plan./(4)/ 10.14 Callaway Golf Company 1998 Executive Non-Discretionary Bonus Plan./(14)/ 10.15 1991 Stock Incentive Plan (as amended and restated April 1994)./(3)/ 10.16 Amended and Restated Stock Option Plan effective April 2, 1991./(8)/ 10.17 1996 Stock Option Plan (as amended and restated through April 17, 1997)./(14)/ 10.18 Callaway Golf Company Non-Employee Directors Stock Option Plan (as Amended and Restated April 17, 1996)./(10)/ 10.19.1 Form of Indemnification Agreement by and between the Company and the following directors: William Baker, Richard Rosenfield, William Schreyer and Michael Sherwin, all dated January 25, 1995./(3)/ 10.19.2 Indemnification Agreement by and between the Company and Ms. Aulana L. Peters, Director, dated July 18, 1996./(13)/ 10.19.3 Indemnification Agreement by and between the Company and Vernon E. Jordan, Jr. dated July 16, 1997./(18)/ Other Contracts 10.20.1 Loan Agreement by and between the Company and First Interstate Bank of California dated December 1, 1994./(3)/ 10.20.2 Amended and Restated Revolving Credit Note made by the Company in the principal amount of $50,000,000 and payable to First Interstate Bank of California, dated December 1, 1995 and First Amendment to Loan Agreement by and between the Company and First Interstate Bank of California dated December 1, 1995./(9)/ 10.20.3 Extension of Amended and Restated Revolving Credit Note dated December 11, 1997. |
PAGE EXHIBITS NUMBER - -------- ---------- 3.1.1 Restated Articles of Incorporation of the Company./(2)/ 3.1.2 Certificate of Amendment of Articles of Incorporation, effective February 10, 1995./(3)/ 3.2 Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series A Junior Participating Preferred Stock./(5)/ 3.3 Bylaws of the Company (as amended through May 10, 1996)./(9)/ 4.1 Dividend Reinvestment and Stock Purchase Plan./(1)/ 4.2 Rights Agreement by and between the Company and Chemical Mellon Shareholder Services as Rights Agent dated as of June 21, 1995./(5)/ Executive Compensation Contracts/Plans 10.1 Chairman and Founder Employment Agreement by and between the Company and Ely Callaway entered into as of January 1, 1997./(15)/ 10.2 Chief Executive Officer Employment Agreement by and between the Company and Donald H. Dye entered into as of January 1, 1997./(17)/ 10.3 Executive Officer Employment Agreement by and between the Company and Bruce Parker entered into as of as of January 1, 1997./(13)/ 10.4 Executive Officer Employment Agreement by and between the Company and Richard Helmstetter entered into as of January 1, 1998. |
10.5 Executive Officer Employment Agreement by and between the Company and John Duffy entered into as of January 1, 1997./(13)/ 10.6 Executive Officer Employment Agreement by and between the Company and Steven C. McCracken entered into as of January 1, 1997./(13)/ 10.7.1 Executive Officer Employment Agreement by and between the Company and Frederick R. Port entered into as of January 1, 1997./(13)/ 10.7.2 Stock Option Agreement by and between the Company and Frederick R. Port dated as of September 1, 1995./(6)/ 10.8 Executive Officer Employment Agreement by and between the Company and David Rane entered into as of January 1, 1997./(13)/ 10.9.1 Officer Employment Agreement by and between the Company and Charles Yash entered into as of May 15, 1996./(11)/ 10.9.2 Stock Option Agreement by and between the Company and Charles J. Yash dated as of May 10, 1996./(10)/ 10.10 Employment Agreement by and between the Company and Elmer L. Ward, Jr. entered into as of July 1, 1996./(12)/ 10.11.1 Form of Tax Indemnification Agreement./(5)/ 10.11.2 Form of Amendment No. |
1 to Form of Tax Indemnification Agreement./(12)/ 10.12 Executive Deferred Compensation Plan (as amended and restated through February 6, 1997)./(14)/ 10.13 Callaway Golf Company Executive Non-Discretionary Bonus Plan./(4)/ 10.14 Callaway Golf Company 1998 Executive Non-Discretionary Bonus Plan./(14)/ 10.15 1991 Stock Incentive Plan (as amended and restated April 1994)./(3)/ 10.16 Amended and Restated Stock Option Plan effective April 2, 1991./(8)/ 10.17 1996 Stock Option Plan (as amended and restated through April 17, 1997)./(14)/ 10.18 Callaway Golf Company Non-Employee Directors Stock Option Plan (as Amended and Restated April 17, 1996)./(10)/ 10.19.1 Form of Indemnification Agreement by and between the Company and the following directors: William Baker, Richard Rosenfield, William Schreyer and Michael Sherwin, all dated January 25, 1995./(3)/ 10.19.2 Indemnification Agreement by and between the Company and Ms. Aulana L. Peters, Director, dated July 18, 1996./(13)/ 10.19.3 Indemnification Agreement by and between the Company and Vernon E. Jordan, Jr. dated July 16, 1997./(18)/ Other Contracts 10.20.1 Loan Agreement by and between the Company and First Interstate Bank of California dated December 1, 1994./(3)/ 10.20.2 Amended and Restated Revolving Credit Note made by the Company in the principal amount of $50,000,000 and payable to First Interstate Bank of California, dated December 1, 1995 and First Amendment to Loan Agreement by and between the Company and First Interstate Bank of California dated December 1, 1995./(9)/ 10.20.3 Extension of Amended and Restated Revolving Credit Note dated December 11, 1997. |
As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, the Company may be subject to the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: demand for the Company’s products and services may decline, making it difficult to grow assets and income; if the economy is unable to substantially reopen, and high levels of unemployment continue, for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; the Company’s allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments; as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on the Company’s assets may decline to a greater extent than the decline in its cost of interest-bearing liabilities, reducing its net interest margin and spread and reducing net income; a material decrease in net income or a net loss over several quarters could result in a decrease in the rate or a cancellation of the Company’s semi-annual cash dividend; cyber security risks are increased as the result of an increase in the number of employees working remotely; and the Company relies on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on the Company’s operations. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (Crowe LLP) Report of Independent Registered Public Accounting Firm (KPMG LLP) Consolidated Balance Sheets - December 31, 2020 and 2019 Consolidated Statements of Income - Years Ended December 31, 2020, 2019 and 2018 Consolidated Statements of Comprehensive Income - Years Ended December 31, 2020, 2019 and 2018 Consolidated Statements of Changes in Stockholders’ Equity - Years Ended December 31, 2020, 2019 and 2018 Consolidated Statements of Cash Flows - Years Ended December 31, 2020, 2019 and 2018 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Stockholders and the Board of Directors Evans Bancorp, Inc. Williamsville, New York Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Evans Bancorp, Inc. (the "Company") as of December 31, 2020, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows the year then ended, and the related notes (collectively referred to as the "financial statements"). |
The primary audit procedures we performed to address this critical audit matter included: Testing the design and operating effectiveness of controls over the estimate of fair value of acquired FSB loans, including controls addressing: oManagement’s evaluation of the reasonableness of the methods and assumptions used to estimate fair value oManagement’s review of the completeness and accuracy of the loan level data used in the calculation oManagement’s evaluation over the determination of purchase credit impaired classification Substantively testing management’s process, including evaluating their judgments, for estimating the fair value of acquired FSB loans, which included: oTesting the completeness and accuracy of loans determined to have credit deterioration at acquisition date and evaluating the reasonableness of the criteria utilized by management in their determination; oUtilizing a Crowe LLP valuation specialist to assist in evaluating the reasonableness of significant assumptions and methods utilized, and overall reasonableness of the fair values; oTesting the completeness and accuracy of the loan level data used in the calculation; Allowance for Loan Losses - Allowance for Loans Collectively Evaluated for Impairment. |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.