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,
2007
|
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, 2007
Commerce
Bank/Harrisburg Retirement Savings Plan
TABLE OF
CONTENTS
|
FINANCIAL STATEMENTS
|
|
|
Report of Independent Registered Public Accounting
Firm
|
|
|
Statements of Net Assets Available for Benefits
|
|
|
Statements of Changes in Net Assets Available for
Benefits
|
|
|
Notes to Financial Statements
|
|
|
|
|
|
SUPPLEMENTARY SCHEDULE
|
|
|
Schedule of Assets (Held at End of Year)
|
|
|
|
|
|
SIGNATURES
|
|
|
|
|
|
EXHIBIT
|
|
|
Exhibit 23.1 - Consent of Independent Registered Public
Accounting Firm
|
|
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,
2007 and 2006, 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, 2007 and 2006, 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 supplementary schedule of
assets (held at end of year) as of December 31, 2007 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 supplementary schedule
is the responsibility of the Plan’s management. The supplementary
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
26,
2008
Commerce Bank/
Harrisburg
Retirement Savings
Plan
Statements of Net Assets Available for
Benefits
December
31, 2007 and 2006
|
|
|
December
31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Assets
|
|
|
|
|
|
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
|
Money
market funds
|
|
$
|
289,136
|
|
|
$
|
229,580
|
|
|
Mutual
funds
|
|
|
5,103,164
|
|
|
|
4,107,367
|
|
|
Pennsylvania
Commerce Bancorp, Inc. common stock
|
|
|
460,611
|
|
|
|
497,280
|
|
|
|
|
|
5,852,911
|
|
|
|
4,834,227
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
Participants’
contributions
|
|
|
32
|
|
|
|
28,943
|
|
|
Employer’s
contributions
|
|
|
315,916
|
|
|
|
267,505
|
|
|
|
|
|
315,948
|
|
|
|
296,448
|
|
|
Net assets available for
benefits
|
|
$
|
6,168,859
|
|
|
$
|
5,130,675
|
|
See
notes to financial statements.
Commerce Bank/
Harrisburg
Retirement Savings
Plan
Statements of Changes in Net Assets Available for
Benefits
Years
Ended December 31, 2007 and 2006
|
|
|
2007
|
|
|
2006
|
|
|
Investment
income
|
|
|
|
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
|
89,015
|
|
|
$
|
179,262
|
|
|
Interest
and dividends
|
|
|
373,861
|
|
|
|
226,058
|
|
|
|
|
|
462,876
|
|
|
|
405,320
|
|
|
Contributions
|
|
|
|
|
|
|
|
|
|
Participants
|
|
|
916,282
|
|
|
|
771,781
|
|
|
Rollovers
|
|
|
10,048
|
|
|
|
52,098
|
|
|
Employer
|
|
|
315,928
|
|
|
|
267,505
|
|
|
|
|
|
1,242,258
|
|
|
|
1,091,384
|
|
|
Benefits
paid to participants
|
|
|
(666,950
|
)
|
|
|
(561,705
|
)
|
|
Net
increase
|
|
|
1,038,184
|
|
|
|
934,999
|
|
|
Net
assets available for benefits – beginning of year
|
|
|
5,130,675
|
|
|
|
4,195,676
|
|
|
Net
assets available for benefits – end of year
|
|
$
|
6,168,859
|
|
|
$
|
5,130,675
|
|
See
notes to financial statements.
Commerce Bank/
Harrisburg
Retirement Savings
Plan
Notes to Financial Statements
December
31, 2007 and 2006
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.
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).
|
|
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.
|
|
|
Employees
are credited with a year of service for each Plan year during which they
have at least 1,000 hours of
service.
|
|
|
There
are three recurring 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, 2007 and 2006. The
participants may direct the balances in their accounts into various
investment options. Participants are only able to contribute,
withdraw or modify their investment in Pennsylvania Commerce Bancorp stock
quarterly during an open election which occurs the last week of the month
following each quarter end. Employees must meet certain eligibility
requirements to receive an allocation of the employer matching and profit
sharing contributions. Contributions are subject to certain
limitations.
|
Commerce Bank/
Harrisburg
Retirement Savings
Plan
Note
1 - Description of the Plan (Continued)
|
|
Each
participant’s account is credited with direct contributions and
allocations of Plan earnings (including unrealized appreciation or
depreciation of Plan assets) and forfeitures of the non-vested portion of
terminated participants’ employer profit sharing
contributions. Allocations of Plan earnings and forfeitures are
based on participants’ account balances during the valuation
period. The benefit to which a participant is entitled is the
amount that can be provided from the participant’s vested account
balance.
|
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%
|
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.
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 balance is required to be distributed
under regulation of the Internal Revenue Service Code.
Administrative
costs of the Plan are absorbed by the Company.
Commerce Bank/
Harrisburg
Retirement Savings
Plan
Note
1 - Description of the Plan (Continued)
Forfeitures
of employer matching non-vested accounts are used to reduce the employer’s
matching 401(k) contribution. During the years ended December 31,
2007 and 2006, forfeitures applied against employer contributions amounted to
$27,400 and $18,768, 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:
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, which defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting
principles and expands disclosures about fair value
measurements. FASB Statement No. 157 applies to other accounting
pronouncements that require or permit fair value measurements. SFAS
No. 157 is effective for the Plan year beginning January 1, 2008. We do not
expect the adoption of FASB Statement No. 157 to have a material impact on the
Plan’s financial statements.
In
February 2008, the FASB issued proposed FASB Staff Position (FSP) 157-2,
“Effective Date of FASB Statement No. 157,” that would permit a one-year
deferral in applying the measurement provisions of Statement No. 157 to
non-financial assets and non-financial liabilities (non-financial items) that
are not recognized or disclosed at fair value in an entity’s financial
statements on a recurring basis (at least annually). Therefore, if the change in
fair value of a non-financial item is not required to be recognized or disclosed
in the financial statements on an annual basis or more frequently, the effective
date of application of Statement 157 to that item is deferred until fiscal years
beginning after November 15, 2008 and interim periods within those fiscal
years. This deferral does not apply, however, to an entity that applies
Statement 157 in interim or annual financial statements before proposed FSP
157-2 is finalized. We are currently evaluating the impact, if any, that the
adoption of FSP 157-2 will have on the Plan’s financial statements.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities-Including an amendment of FASB
Statement No. 115.” SFAS No. 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected will be
recognized in earnings at each subsequent reporting date. SFAS No. 159
is
Note
2 - Summary of Significant Accounting Policies (Continued)
effective
for our Plan beginning January 1, 2008. We do not expect the adoption of SFAS
No. 159 to have a significant impact on the Plan’s financial
statements.
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.
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.
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.
Benefit
payments to participants are recorded when paid.
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.
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.
Commerce Bank/
Harrisburg
Retirement Savings
Plan
Note
3 - Investments
The
Plan’s investments are held in certain 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 determined by quoted market prices as of December
31:
|
|
|
2007
|
|
|
2006
|
|
|
Money
market funds:
|
|
|
|
|
|
|
|
Fidelity
Spartan Money Market Fund
|
|
$
|
255,084
|
|
|
$
|
229,300
|
|
|
Fidelity
Cash Reserves Fund
|
|
|
36
|
|
|
|
170
|
|
|
Fidelity
Prime Fund Daily Money Class
|
|
|
34,016
|
|
|
|
110
|
|
|
|
|
|
289,136
|
|
|
|
229,580
|
|
|
Mutual
funds:
|
|
|
|
|
|
|
|
|
|
Fidelity
U.S. Bond Index Fund
|
|
|
466,561
|
*
|
|
|
397,886
|
*
|
|
Fidelity
Convertible Securities Fund
|
|
|
558,589
|
*
|
|
|
429,557
|
*
|
|
Fidelity
Spartan U.S. Equity Index Fund
|
|
|
723,720
|
*
|
|
|
644,187
|
*
|
|
Fidelity
Mid-Cap Stock Fund
|
|
|
710,700
|
*
|
|
|
554,478
|
*
|
|
Sound Shore
Fund
|
|
|
626,900
|
*
|
|
|
603,295
|
*
|
|
White
Oak Select Growth Fund
|
|
|
171,055
|
|
|
|
113,895
|
|
|
Oakmark
Fund
|
|
|
308,897
|
*
|
|
|
308,099
|
*
|
|
Fidelity
Spartan Extended Market Index
|
|
|
177,763
|
|
|
|
99,827
|
|
|
Fidelity
Contrafund
|
|
|
643,415
|
*
|
|
|
430,026
|
*
|
|
Artisan
International Fund
|
|
|
715,564
|
*
|
|
|
526,117
|
*
|
|
|
|
|
5,103,164
|
|
|
|
4,107,367
|
|
|
Common
Stock:
|
|
|
|
|
|
|
|
|
|
Pennsylvania
Commerce Bancorp, Inc., Common Stock
|
|
|
460,611
|
*
|
|
|
497,280
|
*
|
|
|
|
$
|
5,852,911
|
|
|
$
|
4,834,227
|
|
*
Represents 5% or more of the net assets available for benefits.
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:
Commerce Bank/
Harrisburg
Retirement Savings
Plan
Note
3 - Investments (Continued)
|
|
|
2007
|
|
|
2006
|
|
|
Investments
at fair value as determined by quoted market prices:
|
|
|
|
|
|
Mutual
funds
|
|
$
|
57,834
|
|
|
$
|
291,002
|
|
|
Common
stock, Pennsylvania Commerce Bancorp, Inc.
|
|
|
31,181
|
|
|
|
(111,740
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
89,015
|
|
|
$
|
179,262
|
|
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
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. Purchases made by the Plan
for the investment in the Company’s common stock amounted to $21,931 (778
shares) and $72,296 (2,438 shares) for the years ended December 31, 2007 and
2006, respectively. Sales made by the Plan for the investment in the
Company’s common stock amounted to $89,782 (3,147 shares) and $134,547 (4,606
shares) for the years ended December 31, 2007 and 2006,
respectively.
Note
7 - Parties-in-Interest Transactions
Certain
Plan investments are shares of 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.
Commerce Bank/
Harrisburg
Retirement Savings
Plan
Commerce
Bank/Harrisburg Retirement Savings Plan
Schedule of Assets (Held at End of Year)
December
31, 2007
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
|
Money
Market Fund
|
N/A
|
$ 34,016
|
|
**
|
Fidelity
Spartan Money Market Fund
|
Money
Market Fund
|
N/A
|
255,084
|
|
**
|
Fidelity
Cash Reserves Fund
|
Money
Market Fund
|
N/A
|
36
|
|
**
|
Fidelity
U.S. Bond Index Fund
|
Mutual
Fund
|
N/A
|
466,561
|
|
**
|
Fidelity
Convertible Securities Fund
|
Mutual
Fund
|
N/A
|
558,589
|
|
**
|
Fidelity
Spartan U.S. Equity Index Fund
|
Mutual
Fund
|
N/A
|
723,720
|
|
**
|
Fidelity
Mid-Cap Stock Fund
|
Mutual
Fund
|
N/A
|
710,700
|
|
|
Sound Shore
Fund
|
Mutual
Fund
|
N/A
|
626,900
|
|
|
White
Oak Select Growth Fund
|
Mutual
Fund
|
N/A
|
171,055
|
|
|
Oakmark
Fund
|
Mutual
Fund
|
N/A
|
308,897
|
|
**
|
Fidelity
Spartan Extended Market Index
|
Mutual
Fund
|
N/A
|
177,763
|
|
**
|
Fidelity
Contrafund
|
Mutual
Fund
|
N/A
|
643,415
|
|
|
Artisan
International Fund
|
Mutual
Fund
|
N/A
|
715,564
|
|
*
|
Pennsylvania
Commerce Bancorp, Inc.
|
Common
Stock
|
N/A
|
460,611
|
|
|
|
|
|
$
5,852,911
|
|
|
|
|
|
|
|
*
|
Related
Party.
|
|
|
|
|
**
|
Party-in-interest.
|
|
|
|
|
***
|
Historical
cost has not been presented as all investments are participant
directed.
|
|
|
|
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.
Commerce
Bank/Harrisburg Retirement Savings Plan
Date
d:
June 30,
2008
|
/s/
Gary L. Nalbandian
|
|
By:
Gary L. Nalbandian, Trustee
|
|
/s/
Mark A. Zody
|
|
By:
Mark A. Zody, Trustee
|
|
|
Pennsylvania Commerce Bancorp (MM) (NASDAQ:COBH)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Pennsylvania Commerce Bancorp (MM) (NASDAQ:COBH)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
