11-K 1 pacommerce11k.htm PA COMMERCE 11-K pacommerce11k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 11-K


           (Mark One)
 
[x]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2006

OR

 
[  ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____to_____.


Commission file number 000-50961


A. Full title of the plan and address of the plan, if different from that of the issuer named below:

Commerce Bank/Harrisburg Retirement Savings Plan

 
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Pennsylvania Commerce Bancorp, Inc.
3801 Paxton Street
Harrisburg, PA 17111

 


 
 
Commerce Bank/Harrisburg Retirement Savings Plan
 


Financial Report

December 31, 2006

 



Commerce Bank/Harrisburg Retirement Savings Plan


TABLE OF CONTENTS

 




 


Report of Independent Registered Public Accounting Firm


To the Trustees and Plan Administrator
Commerce Bank/Harrisburg Retirement
    Savings Plan
 
We have audited the accompanying statements of net assets available for benefits of the Commerce Bank/Harrisburg Retirement Savings Plan (Plan) as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have nor were we engaged to perform, an audit of its internal control over financial reporting.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) as of December 31, 2006 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
 
/s/ Beard Miller Company LLP
 

Beard Miller Company LLP
Harrisburg, Pennsylvania
June 25, 2007
 
 


Commerce Bank/Harrisburg Retirement Savings Plan


Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
 
   
December 31,  
 
   
2006
   
2005
 
Assets
           
     Investments, at fair value:
           
    Cash and money market funds
  $
229,580
    $
188,927
 
    Mutual funds
   
4,107,367
     
3,049,254
 
    Pennsylvania Commerce Bancorp, Inc. common stock
   
497,280
     
671,271
 
                 
     
4,834,227
     
3,909,452
 
    Receivables:
               
    Participants’ contributions
   
28,943
     
28,356
 
    Employer's contributions
   
267,505
     
257,868
 
                 
     
296,448
     
286,224
 
                 
    Net Assets Available for Benefits
  $
5,130,675
    $
4,195,676
 
 
See notes to financial statements.



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Commerce Bank/Harrisburg Retirement Savings Plan

 
Statements of Changes in Net Assets Available for Benefits
 

   
Years Ended December 31,
 
   
2006
 
 
2005
 
Investment Income
           
             
    Net appreciation in fair value of investments
  $
179,262
    $
128,511
 
    Interest and dividends
   
226,058
     
86,985
 
                 
     
405,320
     
215,496
 
                 
Contributions
               
                 
    Participants
   
771,781
     
711,441
 
    Rollovers
   
52,098
     
17,913
 
    Employer
   
267,505
     
257,868
 
                 
     
1,091,384
     
987,222
 
                 
    Benefits Paid to Participants
    (561,705 )     (196,124 )
                 
    Net Increase
   
934,999
     
1,006,594
 
                 
Net Assets Available for Benefits – Beginning of Year
   
4,195,676
     
3,189,082
 
                 
Net Assets Available for Benefits – End of Year
  $
5,130,675
    $
4,195,676
 
                 

See notes to financial statements.


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Commerce Bank/Harrisburg Retirement Savings Plan

 
Notes to Financial Statements
December 31, 2006 and 2005
 
Note 1 - Description of the Plan
 
The following brief description of the Commerce Bank/Harrisburg Retirement Savings Plan (Plan) is provided for general information purposes only. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.
 
                General  
  
The Plan was established February 15, 1993.  The Plan is a contributory defined contribution plan.  Under the Plan, all employees who are 21 years of age and have completed six months of service are eligible to participate in the Plan.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
Participation
 
 
An employee becomes a participant in the Plan on the earlier of the first day of the Plan year or the first day of the seventh month of the Plan year coinciding with or next following the date eligibility requirements are met.
 
Service Rules
 
 
Employees are credited with a year of service for each Plan year during which they have at least 1,000 hours of service.
 
Contributions
 
 
There are several types of contributions that can be added to a participant’s account:  an employee salary deferral contribution, an employer matching contribution, and an employer profit sharing contribution.  Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans.  Participants may contribute up to 15% of their annual pre-tax compensation by way of a salary deferral contribution.  The employer contributes an amount equal to 50% of the participant’s salary deferral contributions, up to a maximum of 6% of the participant’s compensation.  Each year, the employer, at the sole discretion of its Board of Directors, determines the amount of the employer profit sharing contribution to be made from current or accumulated net earnings.  There were no profit sharing contributions approved by the Board of Directors or made to the Plan during the years ended December 31, 2006 and 2005.  The participants may direct their accounts into various different investment options.  Employees must meet certain eligibility requirements to receive an allocation of the employee matching and profit sharing contributions.  Contributions are subject to certain limitations.
 

 
4


Commerce Bank/Harrisburg Retirement Savings Plan

 
Note 1 - Description of the Plan (Continued)
 
Participants’ Accounts
 
 
Each participant’s account is credited with an allocation of various contributions, Plan earnings (including unrealized appreciation or depreciation of Plan assets) and forfeitures of the non-vested portion of terminated participants’ employer contributions.  Allocations of Plan earnings are based on participants’ account balances during the valuation period.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.
 
Vesting
 
A participant is 100% vested at all times in the participant’s salary deferral account and rollover account regardless of the number of years of service.  If participants cease participation, other than by retirement, disability, or death, the vested interest in the remainder of their accounts is dependent upon the years of credited service, as follows:
 
Years of Service
 
Percent Vested
0-1
 
0%
2
 
20%
3
 
40%
4
 
60%
5
 
80%
6 or more
 
100%
 
Payment of Benefits
 
Upon retirement, disability, or death, distributions will be paid as soon as administratively possible in a lump sum or as an annuity.  Upon termination of service other than by retirement, disability, or death, a participant will receive a lump sum payment if the total of their vested balance derived from employee and employer contributions does not exceed $1,000 ($5,000 prior to March 28, 2005).  However, terminated participants may elect to receive their salary deferral accounts following termination. If the funds exceed $1,000 and the employee does not elect distribution, the interest of the participant remains in the Plan until an election is made or the balace is required to be distributed under regulation of the Internal Revenue Service Code.
 
Administrative Costs
 
Administrative costs of the Plan are absorbed by the Company.
 

 

5

 
Commerce Bank/Harrisburg Retirement Savings Plan
 

 
Note 1 - Description of the Plan (Continued)
 
Forfeitures
 
Forfeitures of employer matching non-vested accounts are used to reduce the employer’s matching 401(k) contribution.  During the years ended December 31, 2006 and 2005, forfeitures applied against employer contributions amounted to $18,768 and $6,636, respectively.  Forfeited profit sharing non-vested accounts are allocated to all eligible participants in accordance with the Plan document.
 
Note 2 – Summary of Accounting Policies
 
A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows:
 
Basis of Accounting
 
The financial statements of the Plan are prepared on the accrual basis of accounting.
 
New Accounting Pronouncements
 
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, “Fair Value Measurements.”  This statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.  This statement applies under other accounting pronouncements that require or permit fair value measurements.  The statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  The Company is currently evaluating the impact of adopting this statement.
 
FASB Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, states that investment contracts held by a defined-contribution plan are required to be reported at fair value.  The Plan adopted this pronouncement in 2006.  The adoption did not have any impact on the Plan’s financial statements.
 
Valuation of Investments
 
Investments in money market funds, mutual funds, and common stock are stated at fair value by reference to quoted market prices on the last business day of the reporting period.
 
Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded and allocated on a daily valuation basis.  Dividends are recorded on the ex-dividend date.

 
6


Commerce Bank/Harrisburg Retirement Savings Plan
 
Note 2 - Summary of Significant Accounting Policies (Continued)
 
Investments of the Plan are exposed to various risks, such as interest rate, market and credit.  Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risk in the near term would materially affect investment assets reported in participant account balances in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
 
Payment of Benefits
 
                                Benefit payments to participants are recorded when paid.
 
Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.
 
Investment Fees
 
Net investment returns reflect certain fees paid by the investment funds to their affiliated investment advisors, transfer agents, and others as further described in each fund prospectus or other published documents.  These fees are deducted prior to allocation of the Plan's investment earnings activity and thus are not separately identifiable as an expense. 
 

 
7


 
Commerce Bank/Harrisburg Retirement Savings Plan
 
 
Note 3 - Investments
 
The Plan’s investments are held in certain cash and money market funds and mutual funds under the administration of the Fidelity Investment Advisory Group and in Pennsylvania Commerce Bancorp, Inc. common stock.  The following table presents the fair value of the investments as of December 31:
 
   
2006
   
2005
 
             
             
Cash and money market funds:
           
    Fidelity Spartan Money Market Fund
  $
229,300
    $
188,668
 
    Fidelity Cash Reserves Fund
   
170
     
63
 
    Fidelity Prime Fund Daily Money Class
   
110
     
196
 
                 
     
229,580
     
188,927
 
                 
Mutual Funds:
               
    Fidelity U.S. Bond Index Fund
    397,886 *     367,281 *
    Fidelity Convertible Securities Fund
    429,557 *     334,637 *
    Fidelity Spartan U.S. Equity Index Fund
    644,187 *     471,036 *
    Fidelity Mid-Cap Stock Fund
    554,478 *     410,417 *
    Sound Shore Fund
    603,295 *     468,739 *
    White Oak Select Growth Fund
   
113,895
     
100,263
 
    Oakmark Fund
    308,099 *     244,635 *
    Fidelity Spartan Extended Market Index
   
99,827
     
47,140
 
    Fidelity Contrafund
    430,026 *     272,563 *
    Artisan International Fund
    526,117 *     332,543 *
                 
     
4,107,367
     
3,049,254
 
                 
Pennsylvania Commerce Bancorp, Inc.,
       Common stock
   
497,280
*     
671,271
*
                 
    $
4,834,227
    $
3,909,452
 
                 
 
 
* Represents 5% or more of the net assets available for benefits.



 
8

 
Commerce Bank/Harrisburg Retirement Savings Plan
 
 
Note 3 - Investments (Continued)
 
The net appreciation (depreciation) in fair value of investments (including realized gains and losses on investments bought, sold, and held during the year) for each significant class of investments consists of the following for the years ended December 31:

 
 
2006
   
2005
 
Mutual funds
  $
291,002
    $
126,893
 
                 
Common stock, Pennsylvania Commerce Bancorp, Inc.
    (111,740 )    
1,618
 
                 
    $ 179,262     $ 128,511  

 
Note 4 – Plan Termination
 
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants will become 100% vested in their accounts.
 
Note 5 - Income Tax Status
 
The Plan obtained its latest determination letter on December 2, 2003, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code.   The Plan has been amended since receiving the determination letter.  However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.  Therefore, they believe that the Plan is qualified and the related trust is tax-exempt.
 
Note 6 - Related Party Transactions
 
Certain Plan investments are shares of common stock that are issued by Pennsylvania's Commerce Bancorp, Inc. which its wholly-owned subsidiary Commerce Bank/Harrisburg, N.A. is the Plan sponsor.  Therefore, related transactions qualify as related party transactions.  On January 28, 2005 the Board of Directors of Pennsylvania Commerce Bancorp, Inc., declared a 2-for-1 stock split in the form of a 100% stock dividend, paid on February 25, 2005, to stockholders of record on February 10, 2005.  Payment of the stock split resulted in the issuance of 9,996 additional common shares into the Plan.  Purchases made by the Plan for the investment in the Company’s common stock amounted to $72,296 (2,438 shares) and $113,255 (2,575 shares) for the years ended December 31, 2006 and 2005, respectively.  Sales made by the Plan for the investment in the Company’s common stock amounted to $134,547 (4,606 shares) and $28,780 (782 shares) for the years ended December 31, 2006 and 2005, respectively.



9


Commerce Bank/Harrisburg Retirement Savings Plan
 
 
Note 7 - Parties-in-Interest Transactions
 
Certain Plan investments are shares of cash, money market and mutual funds that are managed by the custodian.  Therefore, related transactions qualify as party-in-interest transactions.  All other transactions which may be considered parties-in-interest transactions relate to normal plan management and administrative services and the related payment of fees.

10

Commerce Bank/Harrisburg Retirement Savings Plan
Schedule of Assets (Held at End of Year)
December 31, 2006
Form 5500 – Schedule H – Part IV – Line 4i
EIN: 23-2324730
PN: 001
 
(a)
 
 
Identity of Issue (b)
Description of Investment (c)
***
Cost (d)
 
Current Value
(e)
 
 
**
 
Fidelity Prime Fund Daily Money Class
Cash
N/A
  $
110
 
 
**
 
Fidelity Spartan Money Market Fund
Money Market Fund
N/A
   
229,300
 
 
**
 
Fidelity Cash Reserves Fund
Money Market Fund
N/A
   
170
 
 
**
 
Fidelity U.S. Bond Index Fund
Mutual Fund
N/A
   
397,886
 
 
**
 
Fidelity Convertible Securities Fund
Mutual Fund
N/A
   
429,557
 
 
**
 
Fidelity Spartan U.S. Equity Index Fund
Mutual Fund
N/A
   
644,187
 
 
**
 
Fidelity Mid-Cap Stock Fund
Mutual Fund
N/A
   
554,478
 
 
 
 
Sound Shore Fund
Mutual Fund
N/A
   
603,295
 
 
 
 
White Oak Select Growth Fund
Mutual Fund
N/A
   
113,895
 
 
 
 
Oakmark Fund
Mutual Fund
N/A
   
308,099
 
 
**
 
Fidelity Spartan Extended Market Index
Mutual Fund
N/A
   
99,827
 
 
**
 
Fidelity Contrafund
Mutual Fund
N/A
   
430,026
 
 
 
 
Artisan International Fund
Mutual Fund
N/A
   
526,117
 
 
*
 
Pennsylvania Commerce Bancorp, Inc.
Common Stock
N/A
   
497,280
 
              $
4,834,227
 
                   
                   
                   
                   

*     Related Party.
**   Party-in-interest.
*** Historical cost has not been presented as all investments are participant directed.




11


 
SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Dated: June 29, 2007

                                                    Commerce Bank/Harrisburg Retirement Savings Plan 
   
 
 
/s/ Gary L. Nalbandian
 
By: Gary L. Nalbandian, Trustee
 
 
/s/ Mark A. Zody
 
By: Mark A. Zody, Trustee
   

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