8-K

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 16, 2008 (April 16, 2008)

Pennsylvania Commerce Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-50961	25-1834776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3801 Paxton Street, Harrisburg, Pennsylvania	17111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 800-653-6104

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 16, 2008, Pennsylvania Commerce Bancorp, Inc. issued a press release reporting financial results for its first quarter of 2008.  A copy of the press release is attached as Exhibit 99.1 to this report.

On April 16, 2008, 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.

99.1Press Release, dated April 16, 2008

99.2Supplemental 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 16, 2008	/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 16, 2008
99.2	Supplemental Information

EX-99.1

CONTACTS

Gary L. Nalbandian	Mark A. Zody
Chairman/President	Chief Financial Officer

(717) 412-6301

PENNSYLVANIA COMMERCE BANCORP

REPORTS RECORD QUARTERLY NET INCOME AND EPS;

 LOANS INCREASE 15%

April 16, 2008 – Harrisburg, PA – Pennsylvania Commerce Bancorp, Inc. (NASDAQ Global Select Market Symbol: COBH), parent company of Commerce Bank/Harrisburg, N.A., reported record loans, revenues, net income and earnings per share for the first quarter of 2008, announced Gary L. Nalbandian, Chairman.

First Quarter 2008 Financial Highlights
					%
	03/31/08		03/31/07		Change
Total assets	$  1.96	Billion	$  1.90	Billion	3 %
Total deposits	$  1.58	Billion	$  1.56	Billion	1 %
Total loans (net)	$  1.20	Billion	$  1.05	Billion	15 %
Total revenues	$  24.6	Million	$  18.4	Million	34 %
Net income	$    3.2	Million	$    1.1	Million	188 %
Diluted net income per share	$  0.49		$  0.17		188 %

1

Chairman’s Statement

In commenting on the Company’s financial results, Chairman Nalbandian noted the following highlights:

Ø   Net income was $3.2 million, up $2.1 million, or 188%, over the first quarter one year ago.  This represents an all-time high for quarterly net income.

Ø   Diluted net income per share was $0.49 for the quarter, up $0.32, or 188%, over the first quarter of 2007.  This also represents an all-time high for the Company.

Ø   Total revenues grew 34% for the first quarter of 2008 over the first quarter one year ago.

Ø   Net interest income for the quarter increased 40% over the same period in 2007.

Ø   The Company’s net interest margin for the first quarter improved 47 basis points over the previous quarter and 103 basis points over the same quarter one year ago to 4.07%.

Ø   Deposit charges and service fees grew  26% for the first quarter over the same period one year ago.

Ø   Stockholders’ equity increased $5.4 million, or 5%, to $110.3 million.

Ø   Return on average stockholders’ equity improved to 11.39% for the quarter vs. 4.39% for the first quarter of 2007.

Ø   Total assets reached $1.96 billion.

Ø   Net loans grew $156.8 million, or 15%, over the first quarter one year ago.

Ø   Asset quality remains strong with net charge-offs for the quarter of only 0.01% and a non-performing loan coverage ratio of 309%.

Income Statement

	Three months ended March 31,
(dollars in thousands, except per share data)	2008		2007		% Change
Total revenues	$	24,576	$	18,398		34	%
Total expenses		18,901		16,490		15	%
Net income		3,206		1,112		188	%
Diluted net income per share	$	0.49	$	0.17		188	%

Total revenues (net interest income plus non-interest income) for the first quarter increased $6.2 million to $24.6 million, up 34% over the first quarter of 2007.

Net income totaled $3.2 million for the first quarter of 2008, a $2.3 million increase over net income of $1.1 million for the first quarter of 2007. Net income per fully diluted share for the first quarter of 2008 was $0.49, a 188% increase over the $0.17 recorded for the same period a year ago.

2

Net Interest Income and Net Interest Margin

Net interest income for the first quarter of 2008 totaled $18.6 million, an increase of $5.4 million, or 40%, over the $13.2 million recorded a year ago.  This increase was a result of continued strong loan growth combined with significant improvement in the Company’s net interest margin.

The net interest margin for the first quarter of 2008 was 4.07%, up 47 basis points on a linked-quarter basis and 103 basis points over the 3.04% figure recorded in the first quarter of 2007. The improvement in net interest margin is the result of a marked reduction in the Company’s deposit and total cost of funds.

Net interest income, on a tax equivalent basis, totaled $18.9 million in the first quarter of 2008, an increase of $5.5 million, or 41%, over the first quarter one year ago. Net interest margin on a fully-taxable equivalent basis was 4.15%.

Net Interest Income and Rate/Volume Analysis

As shown below, the increase in net interest income on a tax equivalent basis was due to volume increases in the Company’s earning assets, as well as noticeable improvement in the net interest margin.

(dollars in thousands)	Net Interest Income
March 31 2008 vs. 2007	Volume Increase		Rate Change		Total Increase		% Increase
Quarter	$	1,550	$	3,943	$	5,493		41	%

Non-interest Income

Non-interest income for the first quarter of 2008 totaled $6.0 million, up $823,000, or 16%, over $5.2 million a year ago.  The growth in non-interest income for the quarter was reflected in increased deposit charges and service fees as depicted below:

	Three months ended March 31,
(dollars in thousands)	2008		2007		% Change
Deposit charges and service fees	$	5,676	$	4,502		26	%
Other income		317		497		(36	)
Subtotal		5,993		4,999		20
Net investment securities gains		-		171		(100	)
Total noninterest income	$	5,993	$	5,170		16	%

Non-interest Expenses

Non-interest expenses for the first quarter of 2008 were $18.9 million, up 15%, over $16.5 million one year ago.  The increases in non-interest expenses for the quarter were widespread across several categories, as shown in the following table:

3

	Three months ended March 31,
(dollars in thousands)	2008		2007		% Change
Salaries and employee benefits	$	8,881	$	8,398		6	%
Occupancy		2,074		1,835		13
Furniture and equipment		1,052		955		10
Advertising and marketing		837		786		6
Data Processing		1,705		1,475		16
Postage and supplies		532		539		(1	)
Regulatory assessments		1,138		187		509
Telephone		596		564		6
Other expenses		2,086		1,751		19
Total noninterest expenses	$	18,901	$	16,490		15	%

The increase in regulatory assessment expenses was due primarily to FDIC insurance expense incurred in the first quarter of 2008 which was offset during the same period one year ago by one-time credits.  Also adding to this increase were consulting and legal costs associated with regulatory matters which were significantly higher during the first quarter of 2008 as opposed to the same period last year.

Balance Sheet

	March 31,
(dollars in thousands)	2008		2007		%  Change
Total assets	$	1,957,843	$	1,898,572		3	%
Total loans (net)		1,203,231		1,046,445		15	%
Total deposits		1,580,099		1,560,361		1	%

Lending

Total gross loans increased $158.4 million, or 15%, to $1.21 billion from $1.06 billion one year ago, with the growth represented across all loan categories. The composition of the Company’s loan portfolio is as follows:

(dollars in thousands)	03/31/08		% of Total		03/31/07		% of Total		$  Increase		% Increase
Commercial	$	377,149		31%	$	322,957		31%	$	54,192		17%
Owner occupied		174,477		14		124,120		12		50,357		41
Total commercial		551,626		45		447,077		43		104,549		23
Consumer/residential		309,873		26		286,746		27		23,127		8
Commercial real estate		353,359		29		322,614		30		30,745		10
Gross loans	$	1,214,858		100%	$	1,056,437		100%	$	158,421		15%

4

Asset Quality

The Company’s asset quality ratios are highlighted below:

				Quarter Ended
	March 31, 2008			December 31, 2007			March 31, 2007
Non-performing assets/total assets		0.22	%		0.17	%		0.20	%
Net loan charge-offs/average total loans		0.01	%		0.02	%		0.02	%
Loan loss reserve/gross loans		0.96	%		0.93	%		0.95	%
Non-performing loan coverage		309	%		366	%		280	%
Non-performing assets/capital and reserves		4	%		3	%		3	%

Non-performing assets and loans past due 90 days at March 31, 2008 totaled $4.3 million, or 0.22%, of total assets, as compared to $3.4 million, or 0.17% of total assets, at December 31, 2007 and $3.9 million, or 0.20%, of total assets one year ago.

Core Deposits

Core deposit growth by type of account is as follows:

	March 31,
(dollars in thousands)	2008		2007		% Change			1st Qtr 2008 Cost of Funds
Demand noninterest-bearing	$	295,340	$	287,129		3	%		0.00	%
Demand interest-bearing		693,514		676,253		3			1.91
Savings		368,557		384,546		(4	)		1.38
Subtotal		1,357,411		1,347,928		1			1.38
Time		188,164		194,504		(3	)		3.99
Total core deposits	$	1,545,575	$	1,542,432		0	%		1.67	%

Core deposit growth by type of customer is as follows:

	March 31,		% of		March 31,		% of		%
(dollars in thousands)	2008		Total		2007		Total		Change
Consumer	$	642,235		42%	$	641,350		42%		0%
Commercial		560,568		36		511,202		33		10
Government		342,772		22		389,880		25		(12)
Total	$	1,545,575		100%	$	1,542,432		100%		0%

5

Investments

At March 31, 2008, the Company’s investment portfolio totaled $555.6 million. Detailed below is information regarding the composition and characteristics of the Company’s investment portfolio at March 31, 2008.

Product Description	Available for Sale			Held to Maturity			Total
(in thousands)
Mortgage-backed securities:
Federal government agencies pass through certificates	$	70,168		$	79,139		$	149,307
Collateralized mortgage obligations (AAA rated)		290,823			33,606			324,429
U.S. Government agencies/other		4,958			76,910			81,868
Total	$	365,949		$	189,655		$	555,604
Duration (in years)		3.9			3.4			3.7
Average life (in years)		5.0			4.3			4.7
Quarterly average yield		5.05	%		5.33	%		5.15	%

At March 31, 2008, the after tax depreciation of the Company’s available for sale portfolio was $9.6 million.

Capital

Stockholders’ equity at March 31, 2008 totaled $110 million, an increase of $5.4 million, or 5%, over stockholders’ equity of $105 million at March 31, 2007.  Return on average stockholders’ equity (ROE) for the three months ended March 31, 2008 and 2007 are shown below:

Return on Equity
Three Months Ended March 31,
2008	2007
11.39%	4.39%

The Company’s capital ratios at March 31, 2008 were as follows:

	Commerce			Regulatory Guidelines “Well Capitalized”
Leverage Ratio		7.59	%		5.00	%
Tier 1		9.99			6.00
Total Capital		10.77			10.00

Stockholder Returns

	As of March 31, 2008
	Commerce			NASDAQ  Bank Index			S & P Index
1 Year		(6	)%		(20	)%		(5	)%
5 Years		9	%		6	%		11	%
10 Years		10	%		4	%		4	%

6

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 (including the annual report on Form 10-K and the exhibits thereto), 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 discussed in the Company’s Form 10-K, could cause the Company’s financial performance to differ materially from that expressed or implied 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;

● 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.

Because such forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such statements. 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. For information on subsequent events refer to the Company’s filings with the Securities and Exchange Commission (“SEC”).

 7

EX-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)	2008			2007			Change
Income Statement Data:
Net interest income	$	18,583		$	13,228			40	%
Provision for loan losses		975			480			103
Noninterest income		5,993			5,170			16
Total revenues		24,576			18,398			34
Noninterest operating expenses		18,901			16,490			15
Net income		3,206			1,112			188
Per Common Share Data:
Net  income:  Basic	$	0.50		$	0.18			178	%
Net  income:  Diluted		0.49			0.17			188
Book Value	$	17.26		$	16.76			3	%
Weighted average shares outstanding:
Basic		6,327			6,167
Diluted		6,495			6,408
Balance Sheet Data:
Total assets	$	1,957,843		$	1,898,572			3	%
Loans (net)		1,203,231			1,046,445			15
Allowance for loan losses		11,627			9,992			16
Investment securities		555,604			681,719			(18	)
Total deposits		1,580,099			1,560,361			1
Core deposits		1,545,575			1,542,432			0
Stockholders' equity		110,336			104,940			5
Capital:
Stockholders' equity to total assets		5.64	%		5.53	%
Leverage ratio		7.59			7.28
Risk based capital ratios:
Tier 1		9.99			9.98
Total Capital		10.77			10.72
Performance Ratios:
Cost of funds		2.11	%		3.41	%
Deposit cost of funds		1.43			2.74
Net interest margin		4.07			3.04
Return on average assets		0.66			0.24
Return on average total stockholders' equity		11.39			4.39
Asset Quality:
Net charge-offs to average loans outstanding		0.01	%		0.02	%
Nonperforming  assets  to  total  period-end  assets		0.22			0.20
Allowance  for  loan  losses  to  total  period-end  loans		0.96			0.95
Allowance  for  loan  losses  to  nonperforming  loans		309			280
Nonperforming  assets  to  capital and reserves		4	%		3	%

Pennsylvania Commerce Bancorp, Inc. and Subsidiaries Average Balances and Net Interest Income
(unaudited)
	Quarter ending,
	March 2008				December 2007				March 2007
	Average		Average		Average		Average		Average		Average
	Balance	Interest	Rate		Balance	Interest	Rate		Balance	Interest	Rate
(dollars in thousands)
Earning Assets
Investment securities
Taxable	$      616,294	$    7,927	5.14	%	$    704,586	$    9,419	5.35	%	$    704,722	$    9,379	5.32	%
Tax-exempt	1,621	25	6.17		1,621	25	6.17		1,619	25	6.18
Total securities	617,915	7,952	5.15		706,207	9,444	5.35		706,341	9,404	5.32
Federal funds sold	0	0	0.00		0	0	0.00		0	0	0.00
Loans receivable
Mortgage and construction	579,577	9,992	6.83		551,255	10,088	7.19		477,667	8,475	7.10
Commercial loans and lines of credit	332,486	5,865	6.98		314,229	6,006	7.48		312,797	6,267	8.01
Consumer	226,889	3,717	6.59		219,970	3,764	6.79		194,354	3,247	6.78
Tax-exempt	56,742	985	6.94		52,612	897	6.82		36,686	610	6.65
Total loans receivable	1,195,694	20,559	6.83		1,138,066	20,755	7.17		1,021,504	18,599	7.30
Total earning assets	$   1,813,609	$  28,511	6.26	%	$ 1,844,273	$  30,199	6.47	%	$ 1,727,845	$  28,003	6.49	%
Sources of Funds
Interest-bearing deposits
Regular savings	$      349,976	$    1,200	1.38	%	$    366,190	$    1,876	2.03	%	$    377,735	$    2,491	2.67	%
Interest checking and money market	706,625	3,360	1.91		769,826	5,657	2.92		700,697	6,851	3.97
Time deposits	166,221	1,650	3.99		160,271	1,662	4.11		200,642	2,101	4.25
Public funds time	22,920	237	4.16		14,167	173	4.84		19,611	236	4.88
Total interest-bearing deposits	1,245,742	6,447	2.08		1,310,454	9,368	2.84		1,298,685	11,679	3.65
Short-term borrowings	230,749	1,911	3.28		210,947	2,475	4.59		165,250	2,219	5.37
Other borrowed money	50,000	555	4.39		50,000	561	4.39		0	0	0.00
Junior subordinated debt	29,400	661	8.99		29,400	661	8.99		29,400	661	9.00
Total interest-bearing liabilities	1,555,891	9,574	2.46		1,600,801	13,065	3.23		1,493,335	14,559	3.94
Noninterest-bearing funds (net)	257,718				243,472				234,510
Total sources to fund earning assets	$   1,813,609	$    9,574	2.11		$ 1,844,273	$  13,065	2.80		$ 1,727,845	$  14,559	3.41
Net interest income and margin
on a tax-equivalent basis		$  18,937	4.15	%		$  17,134	3.67	%		$  13,444	3.08	%
Tax-exempt adjustment		354				314				216
Net interest income and margin		$  18,583	4.07	%		$  16,820	3.60	%		$  13,228	3.04	%
Other Balances:
Cash and due from banks	$        46,913				$      52,086				$      48,377
Other assets	89,927				90,652				89,736
Total assets	1,950,449				1,987,011				1,865,958
Demand deposits (noninterest-bearing)	270,345				266,407				262,022
Other liabilities	11,041				8,918				7,902
Stockholders' equity	113,172				110,885				102,699

Pennsylvania Commerce Bancorp, Inc. and Subsidiaries
Summary of Allowance for Loan Losses and Other Related Data
(unaudited)
	3/31/2008			3/31/2007			Year-ended
(dollar amounts in thousands)	Three Months Ended						12/31/2007
Balance at beginning of period	$	10,742		$	9,685		$	9,685
Provisions charged to operating expense		975			480			1,762
		11,717			10,165			11,447
Recoveries on loans charged-off:
Commercial		124			1			11
Consumer		6			5			53
Real estate		0			8			8
Total recoveries		130			14			72
Loans charged-off:
Commercial		(165	)		(176	)		(634	)
Consumer		(38	)		(9	)		(69	)
Real estate		(17	)		(2	)		(74	)
Total charged-off		(220	)		(187	)		(777	)
Net charge-offs		(90	)		(173	)		(705	)
Balance at end of period	$	11,627		$	9,992		$	10,742
Net charge-offs as a percentage of
average loans outstanding		0.01	%		0.02	%		0.07	%
Allowance for loan losses as a percentage of
period-end loans		0.96	%		0.95	%		0.93	%

Pennsylvania Commerce Bancorp, Inc. and Subsidiaries
Summary of Non-Performing Loans and Assets
(unaudited)
				March 31,	December 31,	September 30,	June 30,	March 31,
				2008	2007	2007	2007	2007
Nonaccrual loans:
	Commercial			$         1,158	$               534	$                997	$            1,362	$             945
	Consumer			120	57	57	54	19
	Real Estate:
		Construction		284	385	529	520	394
		Mortgage		2,183	1,959	1,767	1,784	2,207
			Total nonaccrual loans	3,745	2,935	3,350	3,720	3,565
Loans past due 90 days or more
	and still accruing			15	0	0	0	0
Renegotiated loans				0	0	0	0	0
	Total non-performing loans			3,760	2,935	3,350	3,720	3,565
Foreclosed real estate				588	489	390	300	300
Total non-performing assets				$         4,348	$            3,424	$             3,740	$            4,020	$          3,865
Non-performing loans to total loans				0.31%	0.25%	0.30%	0.34%	0.34%
Non-performing assets to total assets				0.22%	0.17%	0.19%	0.21%	0.20%
Non-performing loan coverage				309%	366%	319%	278%	280%
Allowance for loan losses as a percentage
	of total period-end loans			0.96%	0.93%	0.96%	0.96%	0.95%
Non-performing assets / capital reserves				4%	3%	3%	3%	3%