-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QNCjYt72IMHBRC2IRBNyDa3Tp8XGBVCZ1P8v3aYE4stPdxDfPqUHiBQj9nDHG0kh bEfjJynL9UW2wJ2ubByCNg== 0000950159-03-000328.txt : 20030417 0000950159-03-000328.hdr.sgml : 20030417 20030417172430 ACCESSION NUMBER: 0000950159-03-000328 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030417 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA COMMERCE BANCORP INC CENTRAL INDEX KEY: 0001085706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251834776 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-78445 FILM NUMBER: 03654952 BUSINESS ADDRESS: STREET 1: 100 SENATE AVE CITY: CAMP HILL STATE: PA ZIP: 17001-8599 BUSINESS PHONE: 7179755630 MAIL ADDRESS: STREET 1: 100 SENATE AVE CITY: CAMP HILL STATE: PA ZIP: 17001-8599 8-K 1 pacommerce8k.txt ----------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ----------------------------------------- Date of Report (Date of earliest event reported): April 17, 2003 PENNSYLVANIA COMMERCE BANCORP, INC. ----------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Pennsylvania 333-78445 25-1834776 ---------------------------- --------------------- --------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) file number) Identification No.) 100 Senate Avenue, Camp Hill, Pennsylvania 17011 ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (zip code) (717) 975-5630 ------------------------------------------------------ (Telephone number, including area code) Item 7. Financial Statements and Exhibits Exhibit No. ----------- 99.1 Press Release, dated April 17, 2003 99.2 Supplemental Information Item 9. Regulation FD Disclosure In accordance with SEC Release No. 33-8216, the following information, intended to be furnished under "Item 12. Results of Operations and Financial Condition," is instead furnished under "Item 9. Regulation FD Disclosure." On April 17, 2003, Pennsylvania Commerce Bancorp, Inc. issued a press release reporting financial results for its first quarter of 2003. A copy of the press release is attached as Exhibit 99.1 to this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Pennsylvania Commerce Bancorp, Inc. ------------------------------------------ (Registrant) Date: April 17, 2003 /s/ Gary L. Nalbandian --------------------------------- Gary L. Nalbandian, Chairman and President /s/ Mark A. Zody --------------------------------- Mark A. Zody, Chief Financial Officer (Principal Financial and Accounting Officer) EXHIBIT INDEX Exhibit No. DESCRIPTION - ----------- ---------------- 99.1 Press Release of Pennsylvania Commerce Bancorp, Inc. dated April 17, 2003. 99.2 Supplemental Information EX-99 3 exhibit99-1.txt EXHIBIT 99.1 [GRAPHIC OMITTED] CONTACTS -------- Gary L. Nalbandian Mark A. Zody Chairman/President Chief Financial Officer (717) 975-5630 PENNSYLVANIA COMMERCE BANCORP REPORTS RECORD EARNINGS DEPOSITS GROW 32% ----------------- April 16, 2003- Camp Hill, PA - Pennsylvania Commerce Bancorp, Inc. (NASDAQ Small Cap Market Symbol: COBH) parent company of Commerce Bank/Harrisburg reported record earnings and increased deposits, assets and loans for the first quarter of 2003, it was announced today by Gary L. Nalbandian, Chairman of the bank holding company. March 31, 2003 FIRST QUARTER FINANCIAL HIGHLIGHTS ---------------------------------- % Increase -------- *Total Assets: $ 835 Million 31% *Total Deposits: $ 774 Million 32% *Total Loans (Net): $ 378 Million 9% *Total Revenues: $ 9.8 Million 21% *Net Income: $ 1.6 Million 28% *Net Income Per Share: $ .71 25% Three Months Ended March 31, -------------------------------------------------- 2003 2002 % Increase -------------------------------------------------- (dollars in thousands, except per share data) Total Revenues: $ 9,795 $ 8,121 21% Total Expenses: 7,028 5,747 22 Net Income: 1,648 1,290 28 Net Income Per Share: $.71 $.57 25 Balance Sheet Comparison ------------------------ 3/31/03 3/31/02 % Change ---------------------------------------------- (dollars in thousands) Total Assets: $ 835,099 $ 639,089 +31% Total Loans (Net): 377,631 345,571 9 Total Deposits: 774,359 588,371 32 Core Deposits: 710,166 547,520 30 In commenting on the Company's financial results, Chairman Nalbandian said, "Our proven and focused retail strategy continued to provide exceptional deposit growth and strong earnings momentum during the first quarter of 2003." Some of our financial highlights were: >> Net income increased 28% over first quarter one year ago. >> Total revenues increased 21% for the first quarter. >> Earnings per share rose 25% for the first quarter. >> Core deposits grew 30%, or $163 million, over the previous 12 month period. >> Comparable store core deposits grew 21%. >> In late March, the Company began construction for a new branch to be located on Union Deposit Road in Dauphin County. >> In early April groundbreaking ceremonies were held for a new store in Exeter Township in Berks County. The Exeter store will mark our initial entry into the Reading, PA market. This will bring the company's total number of stores to 20 with plans to build three additional branches later in 2003. >> Our one, five and ten year returns compared to the S&P Index were as follows: Commerce S & P Index -------- ----------- 1 year -8% -25% 5 years 10 -4 10 years 17 10 Total Deposits - -------------- The Company's strong growth continues with total deposits at March 31, 2003 reaching $774 million, a $186 million, or 32%, increase over total deposits of $588 million one year ago. 03/31/03 03/31/02 $ Increase % Increase -------- -------- -------- -------- (dollars in thousands) Core Deposits $ 710,166 $ 547,520 $ 162,646 30% Total Deposits 774,359 588,371 185,938 32% The Company's total deposit cost of funds including non-interest-bearing demand deposits was 1.56% for the first three months of 2003. Total cost of all funding sources was 1.75% for the first quarter of 2003 compared to 2.50% for the same period in 2002. "Same-store core deposit growth" at March 31, 2003 was 21% as "America's Most Convenient Bank" continues to prove that service matters. Net Income and Earnings Per Share - --------------------------------- Net income totaled $1.6 million for the first quarter of 2003, up $358,000, a 28% increase over net income of $1.3 million as reported for the first quarter of 2002. Net income per share on a fully diluted basis for the first quarter was $0.71, a 25% increase over the $0.57 recorded for the same period a year ago. Three Months Ended ------------------ 03/31/03 03/31/02 % Increase -------- -------- ---------- (dollars in thousands, except per share data) Net Income $ 1,648 $ 1,290 28% Earnings Per Share $ .71 $ .57 25% Total Revenues - -------------- Three Months Ended ------------------ 03/31/03 03/31/02 % Increase -------- ------- ---------- (dollars in thousands, except per share data) Total Revenue $ 9,795 $ 8,121 21% Revenue Per Share $ 17.36 $ 14.80 17% Total revenues (net interest income plus non-interest income) increased $1.7 million to $9.8 million, a 21% increase over the first quarter of 2002. Total revenue growth for the first quarter of 2003 resulted from a 21% increase in net interest income and increased non-interest income of 20%. Net Interest Income and Net Interest Margin - ------------------------------------------- Net interest income for the first quarter of $7.6 million represented a 21% increase over the $6.3 million recorded a year ago. The Company's strong, low-cost core deposit growth fueled volume increases in the level of interest earning assets which resulted in the increase in interest income. The net interest margin for the first quarter of 2003 was 4.16% compared to 4.14% for the fourth quarter 2002. This increase is primarily the result of a reduction of the Company's cost of funds, which more than offset a decline in yields on interest-earning assets. Loans and Asset Quality - ----------------------- Loans increased $32 million, or 9%, to $378 million from a year ago, reflecting a continuing commitment to the credit needs of Commerce's market areas. The Company continues to maintain a conservative approach to lending and has avoided the problems experienced by other Banks by participation in sub-prime loans and loans to sectors considered higher risk in the current economy. Asset quality continues to be strong as non-performing assets at March 31, 2003 totaled $1.0 million, or 0.12% of total assets, versus $1.4 million, or ..22% of total assets one year ago. Net charge-offs as a percentage of average loans outstanding for the first quarter 2003 were 0.01% as compared to 0.05% for the same period last year. The Company's asset quality results are highlighted below: Three Months Ended ------------------ 3/31/03 3/31/02 ------- ------- Non-Performing Assets/Assets 0.12% 0.22% Net Loan Charge-Offs 0.01% 0.05% Loan Loss Reserve/ Gross Loans 1.42% 1.37% Non-Performing Loan Coverage 766% 370% Non-Performing Assets/Capital 2% 4% and Reserves The Company increased its reserve for possible loan losses as a percentage of loans to 1.42% from 1.37% one year ago. Investments - ----------- The Company's investment portfolio increased by $157 million to $370 million from $213 million one year ago. The portfolio, consisting mainly of high quality U.S. Government agency and mortgage-backed obligations, has an average life of 3.5 years and a current duration of 2.8 years. The average life and duration of the portfolio at March 31, 2002 were 6.8 years and 4.4 years, respectively. The appreciation in the available for sale and held to maturity portfolios totaled $5.8 million at March 31, 2003. Capital - ------- Stockholders' equity at March 31, 2003 totaled $44 million, an increase of 30%, over stockholders' equity of $34 million at March 31, 2002. Return on average stockholders' equity ("ROE") for the first quarter of 2003 was 15.20% as compared to 15.50% for the first quarter of 2002. The Company's capital ratios at March 31, 2003 were as follows: Regulatory Guidelines Commerce "Well Capitalized" -------- --------------------- Leverage Ratio 7.02% 5.00% Tier 1 10.95 6.00 Total Capital 12.01 10.00 Retail Activities - ----------------- In late March, the Company began construction for a new branch to be located on Union Deposit Road in Dauphin County. In early April groundbreaking ceremonies were held for a new store in Exeter Township in Berks County. The Exeter store will mark our initial entry into the Reading, PA market. This will bring the company's total number of stores to 20 with plans to build three additional branches later in 2003. Commerce Bank continues its leading role in on-line banking with its penetration rate of 33%, which is one of the highest in America. Commerce serves customers in Cumberland, Dauphin, Lebanon and York counties and has now broken ground in the Reading area of Berks County for a store opening later this summer. Commerce Bank/Harrisburg is also a member of "the Commerce Bank Network" led by Commerce Bancorp (NYSE: CBH) in Cherry Hill, N.J. FORWARD-LOOKING STATEMENTS The Company may from time to time make written or oral "forward-looking statements," including statements contained in the Company's filings with the Securities and Exchange Commission, in its reports to stockholders and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Company's control). The words "may", "could", "should", "would", "believe", "anticipate", "estimate", "expect", "intend", "plan" and similar expressions are intended to identify forward-looking statements. The following factors, among others, could cause the Company's financial performance to differ materially from that expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve System (the "FRB"); inflation; interest rate, market and monetary fluctuations; the timely development of competitive new products and services by the Company and the acceptance of such products and services by customers; the willingness of customers to substitute competitors' products and services for the Company's products and services and vice versa; the impact of changes in financial services' laws and regulations (including laws concerning taxes, banking, securities and insurance); technological changes; future acquisitions; the expense savings and revenue enhancements from acquisitions being less than expected; the growth and profitability of the Company's noninterest or fee income being less than expected; unanticipated regulatory or judicial proceedings; changes in consumer spending and saving habits; and the success of the Company at managing the risks involved in the foregoing. The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company. EX-99 4 exhibit99-2.txt EXHIBIT 99.2
Pennsylvania Commerce Bancorp, Inc. Selected Consolidated Financial Data (Unaudited) Three Months Ended March 31, ---------------------------------------------------------------- % ( in thousands, except per share amounts) 2003 2002 Change --------------------- ---------------------- ----------- Income Statement Data: Net interest income $ 7,604 $ 6,298 21 % Provision for loan losses 325 435 (25) % Noninterest income 2,191 1,823 20 % Noninterest operating expenses 7,028 5,747 22 % Net income 1,648 1,290 + 28 % Per Common Share Data: Net income: Basic $ 0.77 $ 0.64 20 % Net income: Diluted 0.71 0.57 + 25 % Book Value $ 20.36 $ 16.60 + 23 % Weighted average shares outstanding: Basic 2,125 1,986 Diluted 2,288 2,226 Balance Sheet Data: Total assets $ 835,099 $ 639,089 + 31 % Loans ( net) 377,631 345,571 9 % Allowance for loan losses 5,434 4,785 14 % Investment Securities 369,502 212,724 74 % Total deposits 774,359 588,371 32 % Core deposits 710,166 547,520 30 % Trust preferred securities 13,000 13,000 Stockholders' equity 44,479 34,266 + 30 % Capital: Stockholders' equity to total assets 5.33 % 5.36 % Leverage Ratio 7.02 7.43 Risk based capital ratios: Tier 1 10.95 10.34 Total Capital 12.01 11.72 Performance Ratios: Cost of funds 1.75 % 2.50 % Net interest margin 4.16 4.38 Return on average assets 0.83 0.84 Return on average total stockholders' equity 15.20 15.50 Asset Quality: Net charge-offs to average loans outstanding 0.01 % 0.05 % Nonperforming loans to total period-end loans 0.19 0.37 Nonperforming assets to total period-end assets 0.12 0.22 Allowance for loan losses to total period-end loans 1.42 1.37 Allowance for loan losses to nonperforming loans 766 % 370 %
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