-----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, JK6t4uBUdWUT702AyCTvNe6B5bKQnWFRqOvk6sb3Q9cLGc/0PnIA+Mme3V1p3hdz 6wMVkbYl2Txvee+CuS6aDA== 0000950159-04-000928.txt : 20041027 0000950159-04-000928.hdr.sgml : 20041027 20041027123721 ACCESSION NUMBER: 0000950159-04-000928 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041022 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 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: 000-50961 FILM NUMBER: 041098739 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 pac8k10-27.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) October 22, 2004 ------------------- Pennsylvania Commerce Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 000-50961 25-1834776 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Senate Avenue, Camp Hill, Pennsylvania 17011 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (717) 975-5630 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On October 22, 2004, the Registrant disclosed certain information concerning the financial position and results of operations of Pennsylvania Commerce Bancorp, Inc. at and for the periods ended September 30, 2004, as well as certain comparison periods, in a Pre-Effective Amendment No. 3 to its Registration Statement on Form S-1 (Registration No. 333-118236). A copy of the disclosure is attached as Exhibit 99.1 to this report. Item 9.01. Financial Statements and Exhibits. (c) The following exhibits are furnished herewith: 99.1. Recent Developments of Pennsylvania Commerce Bancorp, Inc. contained in the Pre-Effective Amendment No. 3 to Pennsylvania Commerce Bancorp, Inc.'s Registration Statement on Form S-1 (Registration No. 333-118236). 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. Dated: October 27, 2004 PENNSYLVANIA COMMERCE BANCORP, INC. By: /s/ Mark A. Zody ----------------------------- Name: Mark A. Zody Title: Chief Financial Officer and Treasurer EX-99 2 ex-99.txt Exhibit 99.1 RECENT DEVELOPMENTS Pennsylvania Commerce Earnings Release On October 20, 2004, we reported the selected consolidated historical financial and other data of Pennsylvania Commerce contained in the following table at the dates and for the periods indicated. You should read this information in conjunction with the audited consolidated financial statements included in this document. The information contained in the table is unaudited.
(Unaudited) (In thousands, except per share amounts) For the At or for the Three Months Ended Nine Months Ended September 30, September 30, ------------------------------------------------------------ 2004 2003 2004 2003 ------------------------------------------------------------ Selected Income Statement Data: Net interest income ...................................... $ 11,883 $ 8,150 $ 34,492 $ 23,949 Provision for loan losses ................................ 675 350 1,925 1,200 Noninterest income ....................................... 2,949 2,649 8,251 7,056 Noninterest operating expenses ........................... 10,890 8,213 31,456 22,668 Net income ............................................... 2,198 1,526 6,307 4,832 Common Share Data: Net income per share: Basic ................................................... $ 0.93 $ 0.67 $ 2.70 $ 2.13 Diluted 0.86 0.62 2.49 1.97 Book Value per share...................................... 24.87 20.61 Average number of shares outstanding: Basic .................................................. 2,336 2,258 2,317 2,245 Diluted ................................................ 2,525 2,439 2,513 2,419 Selected Performance Ratios: Cost of funds ............................................ 1.33% 1.34% 1.24% 1.54% Deposit Cost of Funds .................................... 1.08 1.17 0.97 1.36 Net interest margin ...................................... 4.23 4.07 4.33 4.18 Return on average assets.................................. 0.73 0.69 0.74 0.77 Return on average stockholders' equity ................... 15.75 13.28 15.91 14.30 At or for the Nine Months Ended September 30, ------------------------------ 2004 2003 ------------------------------ Selected Balance Sheet Data: Total assets ............................................. $ 1,205,181 $ 957,970 Loans receivable (net) ................................... 611,088 428,940 Investment securities1 ................................... 487,049 391,122 Deposits ................................................. 1,124,906 894,608 Core deposits ............................................ 1,089,626 842,437 Jr. subordinated debt .................................... 13,600 0 Trust capital securities ................................. 0 13,000 Stockholders' equity ..................................... 61,861 47,689 Selected Capital Ratios: Stockholders' equity to total assets ..................... 5.13% 4.98% Leverage Capital ......................................... 6.21 6.86 Risk based capital: Tier 1 ................................................. 9.36 10.20 Total .................................................. 10.26 11.18 Asset Quality Ratios: Net charge-offs to average loans outstanding ............. 0.13% 0.14% Non-performing loans to total loans ...................... 0.27 0.28 Non-performing assets to total assets .................... 0.20 0.15 Allowance for loan losses to total loans ................. 1.16 1.33 Allowance for loan losses to non-performing loans ........ 436% 472% - -------- 1 Investment securities includes securities available for sale and securities held to maturity.
Total Assets, Loans and Deposits Total assets were $1.21 billion at September 30, 2004, up $153.2 million, or 15%, from the end of 2003. This growth is attributable to an increase in net loans receivable of $141.2 million from $469.9 million to $611.1 million. The loan growth was funded by an increase in total deposits of $218.4 million, or 24%, from $906.5 million to $1.12 billion. Capital At September 30, 2004, our consolidated capital ratios met the definition of a "well-capitalized institution." On September 29, 2004, we issued and sold 100,000 shares of our common stock to Commerce of New Jersey in a private placement transaction at a purchase price of $45.666 per share. Net Income Net income for the first nine months of 2004 totaled $6.3 million, up $1.5 million, or 31%, over net income of $4.8 million for the first nine months of 2003. Net income per fully diluted share was $2.49 for the first nine months of 2004, a 26% increase over $1.97 per share for the same period in 2003. The increase in net income is primarily attributable to an increase in net interest income and non interest income as a result of our growth, partially offset by an increase in noninterest expenses. Net Interest Income and Net Interest Margin Net interest income for the first nine months of 2004 totaled $34.5 million, up 44% over the $23.9 million recorded in the first nine months of 2003. Our deposit growth fueled volume increases in the level of interest earning assets, which resulted in the increase in net interest income for the period. The net interest margin for the first nine months of 2004 was 4.33%, up 15 basis points over the first nine months of 2003. The increase in net interest margin was primarily due to a decrease in our cost of deposit funds to 0.97% during the first nine months of 2004 versus 1.36% for the same period in 2003. Noninterest Income Noninterest income for the first nine months of 2004 was $8.3 million, a 17% increase over the $7.1 million earned in the first nine months of 2003. This was attributable to an increase in deposit service charges and fees as a result our growth. Noninterest Expenses Noninterest expenses for the first nine months of 2004 were $31.5 million, up 39% from $22.7 million recorded in the same period of 2003. The increase in noninterest expenses is primarily a result of our growth during the last 12 months and also reflects infrastructure expenditures to support our future growth. Asset Quality Asset quality continues to be strong as non-performing assets and loans 90 days past due at September 30, 2004 totaled $2.4 million, or 0.20%, of total assets, versus $1.5 million, or 0.15%, of total assets one year ago. Net charge-offs as a percentage of average loans outstanding for the first nine months of 2004 were 0.13%, as compared to 0.14% for the same period last year. Total nonaccrual loans at September 30, 2004 were $1.4 million, loans past due 90 days or more and still accruing were $52,000, foreclosed real estate was $805,000 and troubled debt restructuring was $228,000. During the nine-month period ended September 30, 2004, gross charge-offs were $904,000 and gross recoveries were $148,000. -----END PRIVACY-ENHANCED MESSAGE-----