-----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, JRMatbFtobnPYjXmBc4osMF0hCkT6HMUTIiaHW0pZkReRBT2rZKh19+GsIi/lepY RjFaFEM1sbnWb2COcqG+Wg== 0000950159-04-000074.txt : 20040127 0000950159-04-000074.hdr.sgml : 20040127 20040127165308 ACCESSION NUMBER: 0000950159-04-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040127 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040127 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: 04546878 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 pac8k1-27.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): January 27, 2004 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 January 27, 2004 99.2 Supplemental Information Item 12. Results of Operations and Financial Condition On January 27, 2004, Pennsylvania Commerce Bancorp, Inc. issued a press release reporting financial results for its fourth quarter of 2003. A copy of the press release is attached as Exhibit 99.1 to this report. On January 27, 2004, the Registrant also made certain supplemental information available. A copy of the supplemental information is attached as Exhibit 99.2 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: January 27, 2004 /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 January 27, 2004. 99.2 Supplemental Information EX-99 3 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 REPORTS RECORD EARNINGS ----------------------------------------------------- ASSETS EXCEED $1 BILLION ------------------------ January 27, 2004- Camp Hill, PA - Pennsylvania Commerce Bancorp, Inc. (NASDAQ Small Cap Market Symbol: COBH) parent company of Commerce Bank/Harrisburg reported increased deposits, assets and loans for the fourth quarter and the year ended December 31, 2003, it was announced today by Gary L. Nalbandian, Chairman of the bank holding company. ================================================================================ DECEMBER 31, 2003 FOURTH QUARTER FINANCIAL HIGHLIGHTS ----------------------------------- % Increase(1) ------------- * Total Assets: $ 1.05 Billion 34% * Total Deposits: $ 907 Million 25% * Total Loans (net): $ 470 Million 29% * Total Revenues: $ 12.9 Million 34% * Net Income: $ 1.7 Million 10% * Diluted Net Income Per Share: $ 0.72 4% (1) Compared to December 31, 2002 Fourth Quarter Financial Highlights ================================================================================ 1
Three Months Ended Year Ended December 31 December 31 --------------------------------------------------------------------------------------- % % 2003 2002 Increase 2003 2002 Increase --------------------------------------------------------------------------------------- (dollars in thousands, except per share data) Total Revenues: $12,875 $ 9,629 34% $43,880 $35,408 24% Total Expenses: 9,842 6,916 42% 32,510 25,429 28% Net Income: 1,725 1,570 10% 6,557 5,674 16% Diluted Net Income Per Share: $ 0.72 $ 0.69 4% $ 2.81 $ 2.48 13%
Balance Sheet Comparision ------------------------- 12/31/03 12/31/02 % Change ------------------------------------------------ (dollars in thousands, except per share data) Total Assets: $1,052,246 $ 786,598 34% Total Loans (net): 469,937 363,735 29% Total Deposits: 906,527 726,955 25% Core Deposits: 857,978 687,145 25%
In commenting on the Company's financial results, Chairman Nalbandian said, "Our strong deposit growth of 25% and exceptional loan growth of 29% have propelled us to exceed $1 billion in total assets in only our 18th year of operation. Our combination of strong deposit growth and a low cost of funds provide us with increased profitability while continuing to make substantial investments in new locations, technology and personnel." 2 Some of our financial highlights were: > The Company opened two new stores in Dauphin County during the fourth quarter, completing our commitment to open a total of five new offices in 2003. > Total revenues grew 34% for the fourth quarter and 24% for 2003. > Net income increased 10% for the fourth quarter and 16% for 2003. > Earnings per share rose 4% for the fourth quarter and 13% for 2003. > Core deposits grew $171 million, or 25%, for the year. > Comparable store core deposits grew 18%. > Total loans grew $106 million, or 29%, for the year. > Net interest margin increased to 4.20%, up thirteen basis points from the previous quarter. Shareholder Returns - ------------------- Commerce S & P Index -------- ----------- 1 year 42.91% 28.67% 5 years 17.95 -.57 10 years 24.16 11.05 Total Deposits - -------------- The Company's strong growth continues with total deposits at December 31, 2003 reaching $907 million, a $180 million, or 25%, increase over total deposits of $727 million one year ago. 12/31/03 12/31/02 $ Increase % Change -------- -------- ---------- -------- Core Deposits: $857,978 $687,145 $170,833 25% Total Deposits: 906,527 726,955 179,572 25% 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. As of December 31, 2003, 15 of Commerce's 23 branches have been open for two years or more. 3 The Company's total deposit cost of funds including non-interest-bearing demand deposits was 0.99% for the fourth quarter of 2003 compared to 1.75% for the fourth quarter of 2002. Total cost of all funding sources was 1.22% for the fourth quarter of 2003 compared to 1.94% for the same period in 2002. Net Income and Earnings Per Share - --------------------------------- Net income totaled $1.73 million for the fourth quarter of 2003, up $155,000, a 10% increase over net income of $1.57 million as reported for the fourth quarter of 2002. Net income per share on a fully diluted basis for the fourth quarter was $0.72, a 4% increase over the $0.69 recorded for the same period a year ago.
Three Months Ended Year Ended December 31 December 31 ----------------------------------------------------------------------------------- % % 2003 2002 Increase 2003 2002 Increase ----------------------------------------------------------------------------------- (dollars in thousands, except per share data) Net Income: $ 1,725 $ 1,570 10% $ 6,557 $ 5,674 16% Diluted Net Income Per Share: $ 0.72 $ 0.69 4% $ 2.81 $ 2.48 13%
For the year 2003, net income totaled $6.56 million, up $883,000, or 16%, over net income of $5.67 million for the year 2002. Net income per fully diluted share was $2.81 for the year 2003 compared to $2.48 for the same period of 2002, an increase of 13%. Total Revenues - --------------
Three Months Ended Year Ended December 31 December 31 ------------------------------------------------------------------------------------------ % % 2003 2002 Increase 2003 2002 Increase ------------------------------------------------------------------------------------------ (dollars in thousands) Total Revenues: $12,875 $ 9,629 34% $43,880 $35,408 24%
Total revenues (net interest income plus non-interest income) increased $3.2 million to $12.9 million, a 34% increase over the fourth quarter of 2002. The growth in total revenue for the fourth quarter of 2003 resulted from a 33% increase in net interest income and increased non-interest income of 37%. 4 Total revenues for the year 2003 increased by $8.5 million, or 24%, over the year 2002. This increase was the result of a 22% increase in net interest income and a 30% increase in non-interest income. Net Interest Income and Net Interest Margin - ------------------------------------------- Net interest income for the fourth quarter of $9.9 million represented a 33% increase over the $7.5 million recorded a year ago. For the year 2003 net interest income totaled $33.9 million, up $6.2 million, or 22%, over $27.7 million for 2002. 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 fourth quarter of 2003 was 4.20% compared to 4.14% for the fourth quarter 2002. The increase is primarily due to a decrease in the Company's cost of deposit funds to 1.22% during the fourth quarter of 2003 versus 1.94% for the same period in 2002. Non-Interest Income - ------------------- Non-interest income for the fourth quarter of 2003 increased to $2.9 million from $2.1 million a year ago, a 37% increase. Non-interest income for the year 2003 increased to $10.0 million from $7.7 million in 2002, a 30% increase. The growth in non-interest income for the fourth quarter and the year 2003 was reflected in increased deposit charges and service fees and other operating income which are more fully depicted below:
Three Months Ended Year Ended December 31 December 31 -------------------------------------------------------------------------------- % % 2003 2002 Increase 2003 2002 Increase -------------------------------------------------------------------------------- (dollars in thousands) Deposit Charges $2,159 $1,891 14% $7,968 $6,766 18% & Service Fees: Other Operating Income 183 251 (27)% 1,142 941 21% -------------------------------------------------------------------------------- Subtotal 2,342 2,142 9% 9,110 7,707 18% Net Investment Securities Gains 592 - - 880 - - -------------------------------------------------------------------------------- Total Non-Interest Income $2,934 $2,142 37% $9,990 $7,707 30%
5 Non- Interest Expenses - ---------------------- Non-interest expenses for the fourth quarter of 2003 were $9.8 million, up 42% from $6.9 million a year ago. Non-interest expenses for the year 2003 were $32.5 million, up 28% from $25.4 million for the year 2002. The increase in non-interest expenses for the fourth quarter and the year 2003 are primarily a result of the Company's rapid growth during the last 2 years and also reflect substantial infrastructure expenditures made by the Company to support future growth. The Company opened 5 new branch offices between mid-June and the end of the year, two of these representing the Company's initial entry into the Berks County market. Also, as of December 31, 2003, eight of the Company's 23 branch offices were constructed within the past 2 years and six of these have been within the past 13 months. As a result of this rapid expansion and planned future growth, the Company has incurred increased expenses to construct the new branch offices and hire the appropriate personnel at all levels which allows us to continue to provide our high level of customer service and convenience. Lending - ------- Loans increased $106.2 million, or 29%, to $469.9 million from $363.7 million a year ago, reflecting a continuing commitment to the credit needs of Commerce's market areas. This growth was represented across all loan categories as shown in the table below. Consumer loan growth of 105% has been extremely strong over the past 12 months and is directly related to the Company's increase in branch locations and added consumer lending personnel. The composition of the Company's loan portfolio is as follows:
Loan Composition ---------------- 12/31/03 % of Total 12/31/02 % of Total $ Increase % Increase -------- ---------- -------- ---------- ---------- ---------- (dollars in thousands) Commercial $105,164 22 % $ 86,507 24 % $ 18,657 22 % Consumer 71,007 15 34,598 9 36,409 105 Commercial Real Estate 222,913 47 176,487 48 46,426 26 Residential 76,860 16 71,289 19 5,571 8 -------- -------- -------- -------- -------- -------- Gross Loans $475,944 100 % $368,881 100 % $107,063 Less: Reserves (6,007) (5,146) (861) -------- -------- -------- Net Loans $469,937 $363,735 $106,202 29 %
6 Asset Quality - ------------- Asset quality continues to be strong as non-performing assets at December 31, 2003 totaled $1.4 million, or 0.13%, of total assets, versus $1.8 million, or 0.23%, of total assets one year ago. Net charge-offs as a percentage of average loans outstanding for the year 2003 were 0.20% as compared to 0.23% for 2002. The Company's asset quality results are highlighted below: Year Ended ---------- 12/31/2003 12/31/2002 ---------- ---------- Non-Performing Assets/Assets 0.13% 0.23% Net Loan Charge-Offs 0.20% 0.23% Loan Loss Reserve/Gross Loans 1.26% 1.40% Non-Performing Loan Coverage 513% 311% Non-Performing Assets/Capital and Reserves 2% 3% Investments - ----------- The Company's investment portfolio increased by 60%, to $484 million from $303 million one year ago. The portfolio, consisting mainly of high quality U.S. Government agency and mortgage-backed obligations, has a weighted average yield of 5.16% and a current duration of 4.8 years as of December 31, 2003. The appreciation in the available for sale portfolio totaled approximately $1.7 million at December 31, 2003. Capital - ------- Stockholder's equity at December 31, 2003 totaled $50 million, an increase of 17%, over stockholder's equity of $42.8 million at December 31, 2002. Return on average stockholders equity ("ROE") for the year 2003 was 14.21% as compared to 14.86% for 2002. The Company's capital ratios at December 31, 2003 were as follows: Regulatory Guidelines Commerce "Well Capitalized" -------- ------------------ Leverage Ratio 6.19% 5.00% Tier 1 9.57 6.00 Total Capital 10.49 10.00 7 Retail Activities - ----------------- > In December, the Company opened its 22nd and 23rd branch offices, located in Dauphin County, completing our commitment to open 5 new offices in 2003. During the last three years, the Company has opened 10 of its 23 branch offices. > "Same store core deposit growth" at December 31, 2003 was 18% compared to the same period one year ago. > 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, 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 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. 9 EX-99 4 ex99-2.txt EXHIBIT 99.2
Pennsylvania Commerce Bancorp, Inc. Selected Consolidated Financial Data (Unaudited) At or for the At or for the Three Months Ended Twelve Months Ended December 31, December 31, -------------------------------- ---------------------------------- % % (in thousands, except per share amounts) 2003 2002 Change 2003 2002 Change ------- ------- ------ -------- -------- ------ Income Statement Data: Net interest income $ 9,941 $ 7,487 33 % $ 33,890 $ 27,701 22 % Provision for loan losses 495 345 43 % 1,695 1,435 18 % Noninterest income 2,934 2,142 37 % 9,990 7,707 30 % Noninterest operating expenses 9,842 6,915 42 % 32,510 25,428 28 % Net income 1,725 1,570 + 10 % 6,557 5,674 + 16 % Per Common Share Data: Net income: Basic $ 0.79 $ 0.73 8 % $ 3.02 $ 2.71 11 % Net income: Diluted 0.72 0.69 + 4 % 2.81 2.48 + 13 % Book Value $ 22.43 $ 19.05 + 18 % Weighted average shares outstanding: Basic 2,168 2,107 2,146 2,063 Diluted 2,354 2,284 2,303 2,252 Balance Sheet Data: Total assets $1,052,246 $786,598 + 34 % Loans ( net) 469,937 363,735 29 % Allowance for loan losses 6,007 5,146 17 % Investment Securities 484,354 303,061 60 % Total deposits 906,527 726,955 25 % Core deposits 857,978 687,145 25 % Trust preferred securities 13,000 13,000 Stockholders' equity 49,990 42,812 + 17 % Capital: Stockholders' equity to total assets 4.75 % 5.44 % Leverage Ratio 6.19 7.00 Risk based capital ratios: Tier 1 9.57 11.16 Total Capital 10.49 12.22 Performance Ratios: Cost of funds 1.22 % 1.94 % 1.44 % 2.22 % Deposit Cost of Funds 0.99 1.75 1.25 2.01 Net interest margin 4.20 4.14 4.20 4.29 Return on average assets 0.68 0.80 0.74 0.82 Return on average total stockholders' equity 14.16 14.98 14.27 14.86 Asset Quality: Net charge-offs to average loans outstanding 0.20 % 0.23 % Nonperforming loans to total period-end loans 0.25 0.45 Nonperforming assets to total period-end assets 0.13 0.23 Allowance for loan losses to total period-end loans 1.26 1.40 Allowance for loan losses to nonperforming loans 513 % 311 %
-----END PRIVACY-ENHANCED MESSAGE-----