-----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, IKN2nLXnKlQJgQMLYdtkA/fSm3Q/mlh1M3C9eC3gX/KJbT5yu+UmPBUe1RENgXRp hkCQk9H8iZA8GfCXYb9TeA== 0000950159-05-000470.txt : 20050419 0000950159-05-000470.hdr.sgml : 20050419 20050419173020 ACCESSION NUMBER: 0000950159-05-000470 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050419 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050419 DATE AS OF CHANGE: 20050419 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: 05760136 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 pacommerce8k4-19.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 19, 2005 ------------------------------- 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: [ ] 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 April 19, 2005, Pennsylvania Commerce Bancorp, Inc. issued a press release reporting financial results for its first quarter of 2005. A copy of the press release is attached as Exhibit 99.1 to this report. On April 19, 2005, the Registrant also made certain supplemental information available. A copy of the supplemental information is attached as Exhibit 99.2 to this report. Item 9.01. Financial Statements and Exhibits Exhibit No. ----------- 99.1 Press Release, dated April 19, 2005 99.2 Supplemental Information 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 19, 2005 /s/ Gary L. Nalbandian -------------------------------------- Gary L. Nalbandian, Chairman and President /s/ Mark A. Zody -------------------------------------- Mark A. Zody, Chief Financial Officer EXHIBIT INDEX Exhibit No. DESCRIPTION - ----------- ----------- 99.1 Press Release of Pennsylvania Commerce Bancorp, Inc. dated April 19, 2005. 99.2 Supplemental Information EX-99 2 ex99-1.txt EXHIBIT 99.1 PENNSYLVANIA COMMERCE BANCORP [LOGO] CONTACTS -------- Gary L. Nalbandian Mark A. Zody Chairman/President Chief Financial Officer (717) 975-5630 PENNSYLVANIA COMMERCE BANCORP EARNINGS UP 28% --------------------------------------------- DEPOSITS INCREASE 25% --------------------- April 19, 2005- Camp Hill, PA - Pennsylvania Commerce Bancorp, Inc. (NASDAQ National Market Symbol: COBH) parent company of Commerce Bank/Harrisburg, N.A. reported record earnings and increased deposits, assets and loans for the first quarter of 2005, it was announced today by Gary L. Nalbandian, Chairman of the bank holding company. FIRST QUARTER FINANCIAL HIGHLIGHTS March 31, 2005 % Increase(1) ---------- * Total Assets: $ 1.38 Billion 26% ---------- * Total Deposits: $ 1.17 Billion 25% ---------- ---------- * Total Loans (net): $ 681 Million 34% ---------- - -------------------------------------------------------------------------------- * Total Revenues: $ 15.4 Million 13% ---------- * Net Income: $ 2.5 Million 28% ---------- * Diluted Net Income Per Share: $ 0.39 3% (1) Compared to First Quarter Ended March 31, 2004 In commenting on the Company's financial results, Chairman Nalbandian said, "Our strong deposit growth of 25% and exceptional loan growth of 34% have propelled us to $1.4 billion in total assets in only our 20th year of operation. Some of our financial highlights were: >> Net income increased 28% for the first quarter of 2005 to $2.5 million. >> Revenue growth of 13% exceeded expense growth of 10% for the first quarter. >> Net interest income grew 11% for the first quarter of 2005. The net interest margin decreased 5 basis points from the previous quarter to 4.07% as caused by the flattening yield curve. >> Earnings per share, which rose 3% for the quarter, was impacted by a 25% increase in the number of total shares outstanding as a result of our public stock offering in the fourth quarter of 2004. >> Core deposits grew $243 million, or 27%, over the previous 12-month period. >> Comparable store core deposits for stores open two years or more grew 21%. >> Net loans grew $174 million, or 34%, over the first quarter one year ago. >> The Company plans to open 3-4 new stores in 2005, with the first opening scheduled for April 30th at Mt. Zion Road in York. Income Statement - ---------------- Three Months Ended March 31 ------------------------------------------------- % 2005 2004 Increase ---------------- -- --------------- -- ---------- (dollars in thousands, except per share data) Total Revenues: $ 15,364 $13,554 13% Total Expenses: 11,147 10,117 10 Net Income: 2,461 1,928 28 Diluted Net Income Per Share: $0.39 $0.38 3% 2 Balance Sheet - -------------- 03/31/05 03/31/04 % Increase ---------------------------------------------------- (dollars in thousands) Total Assets: $ 1,377,180 $ 1,097,226 26% Total Loans (net): 681,075 507,156 34 Core Deposits: 1,132,183 888,832 27 Total Deposits: 1,172,923 937,217 25 Shareholder Returns - -------------------- As of March 31, 2005 -------------------- Commerce S & P Index -------- ----------- 1 Year 19% 7% 5 Years 24% -3% 10 Years 24% 11% Total Deposits - -------------- The Company's strong growth continues with total deposits at March 31, 2005 reaching $1.2 billion, a $236 million, or 25%, increase over total deposits of $937 million one year ago. The Company considers core deposits as all deposits other than public certificates of deposit and measures comparable store deposit growth as the annual percentage increase in core deposits for branch offices open two years or more. 03/31/05 03/31/04 $ Increase % Increase -------- -------- ---------- ---------- (dollars in thousands) Core Deposits: $ 1,132,183 $ 888,832 $243,351 27% Total Deposits: 1,172,923 937,217 235,706 25% 3 Core Deposits - ------------- Core deposit growth by type of account is as follows:
1st Qtr 2005 Annual 3/31/2005 3/31/2004 Cost of Funds Growth % ---------------- ----------------- --------------------- ------------- (dollars in thousands) Demand $ 216,587 $ 177,961 0.00% 22% Interest Bearing Demand 421,683 287,467 1.97 47 Savings 319,081 263,638 1.23 21 ---------------- ----------------- --------------------- ------------- Subtotal 957,351 729,066 1.30 31% Time 174,832 159,766 2.71 9 ---------------- ----------------- --------------------- ------------- Total Core Deposits $1,132,183 $888,832 1.39% 27%
Net Income and Net Income Per Share - ----------------------------------- Net income totaled $2.5 million for the first quarter of 2005, up $533,000, or 28%, over net income of $1.9 million as reported for the first quarter of 2004. Net income per share on a fully diluted basis for the first quarter was $0.39, a 3% increase over the $0.38 recorded for the same period a year ago. Net income per share for the first quarter of 2005 reflects the impact of an additional 920,000 shares (adjusted for a two-for-one stock split) issued during the fourth quarter of 2004 through a public stock offering and an additional 200,000 shares (adjusted for the two-for-one stock split) issued at the end of the third quarter 2004 through a private placement. Three Months Ended March 31 ---------------------------------------------- % 2005 2004 Increase ------------ --- ------------ --- ------------ (dollars in thousands, except per share data) Net Income: $ 2,461 $ 1,928 28% Diluted Net Income Per Share: $ 0.39 $ 0.38 3% 4 Total Revenues - -------------- Three Months Ended March 31 ------------------------------------------------- 3/31/2005 3/31/2004 % Increase ------------- --- ------------- --- ------------- (dollars in thousands) Total Revenues: $15,364 $ 13,554 13% Total revenues (net interest income plus non-interest income) for the first quarter increased $1.8 million to $15.4 million, a 13% increase over the first quarter of 2004. The growth in total revenue resulted from an 11% increase in net interest income and a 24% increase in non-interest income. Net Interest Income and Net Interest Margin - ------------------------------------------- Net interest income for the first quarter 2005 of $12.2 million represented an 11% increase over the $11.0 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 net interest income. The net interest margin for the first quarter of 2005 was 4.07% compared to 4.42% for the first quarter 2004. The decrease is primarily due to an increase in the Company's cost of deposit funds to 1.46% during the first quarter of 2005 versus 0.92% for the same period in 2004. This is a result of the flattening yield curve, which has occurred during the fourth quarter 2004 and first quarter 2005. Net Interest Income and Rate/Volume Analysis - -------------------------------------------- As shown below, the increase in net interest income was due to volume increases in the Company's earning assets, which were fueled by the Company's continued growth of low-cost core deposits. Net Interest Income ------------------------------------------------------------- Quarter Ended Volume Rate Total % March 31 Increase Change Increase Increase - -------------------------------- --------------- -------------------------- (dollars in thousands) 2005 vs. 2004 $ 2,416 $ (1,227) $ 1,189 11% 5 Non-Interest Income - ------------------- Non-interest income for the first quarter of 2005 increased to $3.2 million from $2.6 million a year ago, a 24% increase. The growth in non-interest income for the first quarter was reflected in increased deposit charges and service fees as more fully depicted below: Three Months Ended March 31 -------------------------------------------- % 2005 2004 Increase ----------- --- ----------- --- ------------ (dollars in thousands) Deposit Charges & Service Fees $2,695 $2,241 20% Other Income 511 345 48 ----------- --- ----------- --- ------------ Total Non-Interest Income $3,206 $2,586 24% Non-Interest Expenses - --------------------- Non-interest expenses for the first quarter of 2005 were $11.1 million, up 10% from $10.1 million a year ago. The increase in non-interest expenses for the first quarter was widespread across all categories. The Company continued to experience positive operating leverage in the first quarter, with revenue growth of 13% exceeding non-interest expense growth of 10%. Lending - -------- Loans increased $174 million, or 34%, to $681 million from $507 million a year ago, and the growth was represented across all loan categories. The composition of the Company's loan portfolio is as follows:
Loan Composition 03/31/05 % of Total 03/31/04 % of Total $ Increase % Increase ------------ ----------- ----------- ------------ ------------ ------------- (dollars in thousands) Commercial $187,049 27% $123,137 24% $63,912 52% Consumer 115,429 17 76,310 15 39,119 51 Commercial Real Estate 299,192 43 236,918 46 62,274 26 Residential 87,757 13 77,310 15 10,447 14 ------------ ---------- ----------- ------------ ------------ ------------- Gross Loans 689,427 100% 513,675 100% 175,752 Less:Reserves (8,352) (6,519) (1,833) ------------ ----------- ------------ Net Loans $681,075 $507,156 $173,919 34%
6 Asset Quality - ------------- Asset quality continues to be strong as non-performing assets at March 31, 2005 totaled $1.9 million, or 0.14%, of total assets, versus $1.7 million, or 0.15%, of total assets one year ago. Net charge-offs as a percentage of average loans outstanding for the first quarter were 0.01%, the same as the first three months of last year. The Company's asset quality results are highlighted below: Three Months Ended ------------------ 03/31/05 03/31/04 -------- -------- Non-Performing Assets/Assets 0.14% 0.15% Net Loan Charge-Offs 0.01% 0.01% Loan Loss Reserve/Gross Loans 1.21% 1.27% Non-Performing Loan Coverage 549% 448% Non-Performing Assets/Capital and Reserves 2% 3% Investments - ----------- The Company's investment portfolio increased by 17%, to $590 million from $504 million one year ago, with 59% of this total in the available for sale portfolio and 41% in the held to maturity portfolio. The portfolio, consisting mainly of high quality U.S. Government agency and mortgage-backed obligations, has a weighted average yield of 5.04% and a current duration of 4.4 years as of March 31, 2005. Capital - ------- Stockholder's equity at March 31, 2005 totaled $85.8 million, an increase of $31.9 million, or 59%, over stockholder's equity of $53.9 million at March 31, 2004.Return on average stockholders equity (ROE) for the first quarter is shown in the table below: Return on Equity ---------------- Three Months Ended ------------------ 03/31/05 03/31/04 -------- -------- 11.69% 14.87% ROE for the first quarter 2005 reflects the impact of the additional capital raised by the Company during the fourth quarter of 2004. The Company's capital ratios at March 31, 2005 were as follows: Regulatory Guidelines Commerce "Well Capitalized" -------- --------------------- Leverage Ratio 7.88% 5.00% Tier 1 11.19 6.00 Total Capital 12.12 10.00 Retail Activities - ----------------- >> On April 30, 2005, the Company plans to open its 25th branch office, located in York County. >> "Same store core deposit growth" at March 31, 2005 was 21% compared to the same period one year ago. >> Commerce serves customers in Cumberland, Dauphin, Lebanon, York, and Berks counties. >> Commerce Bank/Harrisburg is also a member of "the Commerce Bank Network" led by Commerce Bancorp (NYSE: CBH) in Cherry Hill, N.J. 8 FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION 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); the impact of the rapid growth of the Company; the Company's dependence on Commerce Bancorp, Inc. to provide various services to the Company; changes in the Company's allowance for loan losses; effect of terrorists attacks and threats of actual war; 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. 9 EX-99 3 ex99-2.txt EXHIBIT 99.2
Pennsylvania Commerce Bancorp, Inc. Selected Consolidated Financial Data (Unaudited) At or for the Three Months Ended March 31, ---------------------------------------- % ( in thousands, except per share amounts) 2005 2004 Change ------------ ------------- -------- Income Statement Data: Net interest income $ 12,158 $ 10,968 11 % Provision for loan losses 545 575 (5) % Noninterest income 3,206 2,586 24 % Noninterest operating expenses 11,147 10,117 10 % Net income 2,461 1,928 + 28 % Per Common Share Data: Net income: Basic $ 0.41 $ 0.41 0 % Net income: Diluted 0.39 0.38 3 % Book Value $ 14.31 $ 11.44 + 25 % Weighted average shares outstanding: Basic 5,902 4,603 Diluted 6,319 5,036 Balance Sheet Data: Total assets $1,377,180 $1,097,226 26 % Loans (net) 681,075 507,156 + 34 % Allowance for loan losses 8,352 6,519 28 % Investment Securities 589,533 503,557 17 % Total deposits 1,172,923 937,217 25 % Core deposits 1,132,183 888,832 + 27 % Stockholders' equity 85,790 53,855 + 59 % Capital: Stockholders' equity to total assets 6.23 % 4.91 % Leverage Ratio 7.88 6.06 Risk based capital ratios: Tier 1 11.19 9.44 Total Capital 12.12 10.40 Performance Ratios: Cost of funds 1.70 % 1.18 % Deposit Cost of Funds 1.46 0.92 Net interest margin 4.07 4.42 Return on average assets 0.78 0.73 Return on average total stockholders' equity 11.69 14.87 Asset Quality: Net charge-offs to average loans outstanding 0.01 % 0.01 % Nonperforming loans to total period-end loans 0.22 0.28 Nonperforming assets to total period-end assets 0.14 0.15 Allowance for loan losses to total period-end loans 1.21 1.27 Allowance for loan losses to nonperforming loans 549 % 448 %
Pennsylvania Commerce Bancorp, Inc. and Subsidiaries Average Balances and Net Interest Income (unaudited) Quarter ended, - ---------------------------------------------------------------------------------------------------------------------------- March 2005 March 2004 - ---------------------------------------------------------------------------------------------------------------------------- Average Average Average Average Balance Interest Rate Balance Interest Rate -------------------------------------- ------------------------------------- (dollars in thousands) Earning Assets - ------------------------------ Investment securities Taxable $ 526,341 $ 6,575 5.00 % $ 485,657 $ 6,073 5.00 % Tax-exempt 6,440 105 6.52 6,844 101 5.93 - ---------------------------------------------------------------------------------------------------------------------------- Total securities 532,781 6,680 5.02 492,501 6,174 5.02 Federal funds sold 270 2 2.66 0 0 0.00 Trust Preferred 600 16 10.33 600 16 10.33 Loans receivable Mortgage and construction 368,689 6,032 6.64 302,977 4,906 6.51 Commercial loans and lines of credit 172,078 2,696 6.35 113,073 1,647 5.86 Consumer 118,824 1,679 5.73 78,594 1,065 5.45 Tax-exempt 6,607 75 4.60 5,827 70 4.82 - ---------------------------------------------------------------------------------------------------------------------------- Total loans receivable 666,198 10,482 6.38 500,471 7,688 6.26 - ---------------------------------------------------------------------------------------------------------------------------- Total earning assets $1,199,849 $17,180 5.77 % $ 993,572 $13,878 5.60 % - ---------------------------------------------------------------------------------------------------------------------------- Sources of Funds - ------------------------------ Interest-bearing deposits Regular savings $ 302,987 $ 915 1.22 % $ 249,939 $ 553 0.89 % Interest checking & money market 418,702 2,029 1.97 294,609 614 0.84 Time deposits 174,653 1,165 2.71 149,091 901 2.43 Public funds time 35,189 211 2.43 48,005 199 1.66 - ---------------------------------------------------------------------------------------------------------------------------- Total interest-bearing deposits 931,531 4,320 1.88 741,644 2,267 1.23 Short-term borrowings 51,740 348 2.69 93,604 289 1.22 Junior subordinated debt 13,600 354 10.43 13,600 354 10.43 - ---------------------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 996,871 5,022 2.04 848,848 2,910 1.38 Noninterest-bearing funds (net) 202,978 144,724 - ---------------------------------------------------------------------------------------------------------------------------- Total sources to fund earning assets $1,199,849 5,022 1.70 $ 993,572 2,910 1.18 - ---------------------------------------------------------------------------------------------------------------------------- Net interest income and margin $12,158 4.07 % $10,968 4.42 % - ---------------------------------------------------------------------------------------------------------------------------- Other Balances - ------------------------------ Cash and due from banks $ 37,513 $ 30,748 Other assets 49,859 41,958 Total assets 1,287,221 1,066,278 Demand deposits (noninterest-bearing) 200,418 162,541 Other liabilities 4,571 2,734 Stockholders' equity 85,361 52,155
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