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Commerce Bancorp Earnings Per Share up 39% Deposits Grow 43%.


Business Editors

CHERRY HILL Cherry Hill, township (1990 pop. 69,319), Camden co., W central N.J.; name was changed from Delaware township to Cherry Hill in 1961. Largely residential, Cherry Hill has been marked by great development and housing growth, especially since the 1970s. , N.J.--(BUSINESS WIRE)--Jan. 13, 2003

Commerce Bancorp This article is about the bank headquartered in Cherry Hill, New Jersey. For other uses, see Commerce Bank.

Commerce Bancorp (NYSE: CBH), doing business as Commerce Bank
, Inc. (NYSE NYSE

See: New York Stock Exchange
:CBH CBH

cutaneous basophil hypersensitivity.
) reported record earnings and increased deposits, assets and loans for the fourth quarter of 2002, it was announced today by Vernon Vernon, city, Canada
Vernon, city (1991 pop. 23,514), S British Columbia, Canada, near the north end of Okanagan Lake. The center of a fruit-growing and dairying area, it has packing and dehydrating plants.
 W. Hill, II, Chairman of the multi-bank holding company.

Chairman Hill indicated "America's Most Convenient Bank" continues to produce record results, fueled by a deposit increase of 43% and earnings per share growth of 39%."

                           December 31, 2002
                  FOURTH QUARTER FINANCIAL HIGHLIGHTS


                                                        %
                                                     Increase
                                                     --------
    --  Total Assets:            $  16.4   Billion      44 %
    --  Total Deposits:          $  14.5   Billion      43 %
    --  Total (Net) Loans:       $   5.7   Billion      27 %

    --  Total Revenues:          $ 229.7   Million      34 %
    --  Net Income:              $  40.6   Million      44 %
    --  Net Income Per Share:    $   .57                39 %
                                 -------             --------


                         Income Statement Comparison

                     Three Months Ended           Year Ended
                       December 31,               December 31,
                ------------------------------------------------------
                                       %                         %
                   2002      2001   Increase   2002    2001   Increase
                ------------------------------------------------------
                     (dollars in thousands, except per share data)

Total Revenues:  $229,711  $171,012    34%   $830,221  $598,131   39%
Total Expenses:   160,879   122,149    32     579,168   420,036   38

Net Income:       40,574     28,230    44     144,815   103,022   41

Net Income
 Per Share:         $.57       $.41    39%      $2.04     $1.51   35%
                 --------  ---------  -----   --------  -------- -----



                                Balance Sheet Comparison

                                                       Linked Quarter
                                                       --------------
                   12/31/02  12/31/01   %    9/30/02     $       %
                                      Change         Increase Increase
                   ---------------------------------------------------
                               (dollars in millions)

Total Assets:      $16,404   $11,364   44%   $15,374   $1,030    7%
Total Loans (Net):   5,732     4,516   27      5,457      275    5
Core Deposits:      13,834     9,497   46     12,896      938    7
Total Deposits:     14,549    10,186   43     13,880      669    5


Chairman's Statement

Vernon W. Hill, II, Chairman, commenting on the Company's financial results said, "the unique Commerce relationship-building, revenue growth model continues to produce exceptional results." Some of our financial highlights were:

    --  At $.57 per share, the Company exceeded the First Call
        consensus EPS estimate of $.55. This marked the eighth
        consecutive quarter that the Company's earnings per share
        exceeded the First Call consensus.

    --  Net income increased 41% for 2002 and 44% for the fourth
        quarter of 2002.

    --  Earnings per share rose 39% for the fourth quarter and 35% for
        2002.

    --  Total revenues grew 39% for 2002.

    --  Core deposits grew 46% for the year including $938 million in
        growth during the fourth quarter. For the year, core deposits
        grew $4.338 billion.

    --  Comparable store deposits grew 29%.

    --  The Company opened 40 new offices in 2002 and has 140+ new
        offices in development.

    --  Our entry into Manhattan, 15 months ago, continues to meet
        with exceptional success:

        --  Total deposits increased to $627 million, a quarterly
            increase of $205 million, with eleven branch locations.

        --  Total accounts now exceed 57,000.

    --  Our entry into Long Island has been met with tremendous
        customer acceptance:

        --  Total deposits increased to $235 million, a quarterly
            increase of $111 million, with seven branch locations
            including two opened in December 2002.

        --  Total accounts now exceed 18,000.

    --  Shareholder returns, foremost in our objectives, continue to
        be excellent.


A comparison of our one, five and ten year shareholder returns to the S & P Index follows:


                        Commerce              S & P Index
                        --------              -----------

         1 year             11%                 -22%
         5 years            22                   -1
        10 years            30                    9



Future Guidance

Due to our continued strong operating performance, we reiterate re·it·er·ate  
tr.v. re·it·er·at·ed, re·it·er·at·ing, re·it·er·ates
To say or do again or repeatedly. See Synonyms at repeat.



re·it
 our recently increased future guidance:


                      Previous   Revised    Last     Actual %
                       Growth     Growth   5-Year    Fourth
                       Targets    Targets  Growth %  Quarter
                                                      2002
                      ---------  --------  --------  --------
Total Deposits:        20 - 25%     25%      32%      43%
                                 --------
Comp Store Deposits:        15      18       20       29
                                 --------
Total Revenue:              25      25       30       34
                                 --------

Net Income:            20 - 25%     25       31       44
                                 --------
Earnings Per Share:    15 - 20%     20       31       39
                                 --------



Additionally, the Company plans to open approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 45 branch offices in 2003, in the following areas:


               Metropolitan Philadelphia     13
               Metropolitan New York         32


Total Deposits

The Company's dramatic deposit growth continues with total deposits at December December: see month.  31, 2002 of $14.5 billion, a $4.4 billion increase or 43% over total deposits of $10.2 billion a year ago. All of the growth was in core deposits.


                         12/31/02    12/31/01 $ Increase   % Increase
                         --------    -------- ----------   ---------
                                     (dollars in millions)


Core Deposits            $13,834      $9,497     $4,338     46%

Total Deposits            14,549      10,186      4,363     43%



                                Core Deposit Growth
                                                                Comp
                                                       Annual   Store
                                                       Growth   Growth
                  12/31/02 % Total  12/31/01  % Total    %        %
                  -------- -------  --------  -------  ------   ------
                                  (dollars in millions)

Consumer           $7,181    52%     $5,012      53%     43%     27%
Commercial          4,908     35      3,171       33     55       36
Government          1,745     13      1,314       14     33       21
                  -------- -------  --------  -------  ------   ------
Total             $13,834    100%    $9,497      100%    46%      29%
                  --------          --------           ------   ------


The Company's total deposit costs including non-interest-bearing demand deposits were 1.09% and the total cost of funds Cost of Funds

The interest rate paid on an outstanding loan.

Notes:
Money isn't free! Cost of funds is the cost of borrowing money.
See also: Interest Rate



Cost of funds

Interest rate associated with borrowing money.
 was 1.19% for the fourth quarter. Core deposit costs were 1.04% for the fourth quarter of 2002.

For the first time, the Company is disclosing its deposit growth by markets served.


                       Deposit Growth by Market

                                # of                            $
                               Offices  12/31/02   12/31/01  Increase
                               ------- ---------  ---------  --------
(dollars in millions)
Metro Philadelphia                123  $   8,630  $   6,444   $2,186
Northern New Jersey                83      5,057      3,655    1,402
Manhattan                          11        627         87      540
Long Island                         7        235        n/a      235
                               ------- ---------  ---------  --------
Total                             224  $  14,549  $  10,186   $4,363


                                     %       Comp    Annualized
                                   Increase  Store  Growth/Branch
                                   --------  -----  -------------
(dollars in millions)
Metro Philadelphia                    34%     29%      $ 20
Northern New Jersey                   38      29         20
Manhattan                             621     n/a        100
Long Island                           n/a     n/a        113
                                   --------  -----     -----
Total                                  43%    29%        27%



Net Income and Earnings Per Share

Net income totaled $40.6 million for the fourth quarter of 2002, up $12.3 million or 44% over net income of $28.2 million for the fourth quarter of 2001.

On a diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 per share basis, net income for the fourth quarter was $.57 compared to $.41 for the fourth quarter of 2001, a 39% increase.

                  Three Months Ended           Year Ended
                  ------------------           ----------
                                    %                             %
             12/31/02  12/31/01  Increase 12/31/02   12/31/01 Increase
             --------  --------  -------- --------   -------- --------
                  (dollars in thousands, except per share data)

Net Income    $40,574    $28,230    44%    $144,815   $103,022     41%
                                 --------                      -------
Earnings
 Per Share    $   .57    $   .41    39%    $   2.04   $   1.51     35%
                                 --------                      -------


For the year of 2002, net income totaled $144.8 million, up $41.8 million or 41% over net income of $103.0 million for the year of 2001.

On a diluted per share basis, net income for the year of 2002 was $2.04 compared to $1.51 for the year of 2001, a 35% increase.

The 44% growth in net income for the fourth quarter of 2002 was driven by increased net interest income of 36% and increased fee income of 31%. On a year-to-year basis, total revenues grew 39% compared to a 38% increase in expenses.

Total Revenues

                 Three Months Ended             Year Ended
                 ------------------             ----------
                                    %                           %
           12/31/02    12/31/01  Increase  12/31/02 12/31/01  Increase
           --------    --------  --------   -------  -------- --------

                (dollars in thousands, except per share data)

Total
 Revenues  $229,711    $171,012     34%    $830,221    $598,131    39%
                                 --------                       ------
Revenue
 Per Share   $12.85       $9.90     30%      $11.71       $8.78    33%
                                 --------                       ------


Emphasizing its role as a growth retailer, total revenues (net interest income plus non-interest income) were $229.7 million for the fourth quarter of 2002 compared to $171.0 million for the fourth quarter of 2001, up $58.7 million, or 34%. Total revenues for the year 2002 totaled $830.2 million compared to $598.1 million for the year 2001, up $232.1 million, or 39%.

Total revenue growth resulted from significant growth in net interest income and non-interest income as more fully discussed below.

Net Interest Income and Net Interest Margin

Net interest income for the fourth quarter totaled $159.5 million, a 6% increase from the prior quarter and a 36% increase over the $117.5 million recorded a year ago. Net interest income for the year 2002 totaled $572.8 million, a 43% increase over the $401.3 million for 2001. These increases in net interest income were due to the volume increases in interest earning assets Earning Assets

Any income-earning asset owned by a company.

Notes:
These assets are generally interest-bearing accounts, bonds, and securities available for sale.
See also: Asset, Asset Valuation, Earnings, Net Interest Margin
 resulting from the Company's strong, low-cost core deposit growth.

The net interest margin for the fourth quarter of 2002 was 4.55% down 10 basis points from the 4.65% margin from the third quarter. The decline in the margin was attributed primarily to lower reinvestment rates Reinvestment Rate

The rate at which cash flows from fixed-income securities may be reinvested.

Notes:
Because of the additional interest income, bondholders can make larger investment returns if they reinvest received coupon payments.
. While the net interest margin rate has contracted as a result, the Company's volume increase in its net interest income has more than offset the effect of the net interest margin rate decline.

The net interest margin for 2002 was 4.69% compared to 4.76% for 2001.

Non-Interest Income

Non-interest income for the fourth quarter of 2002 increased to $70.2 million from $53.5 million a year ago, a 31% increase. On a linked quarter basis, non-interest income increased 1%.

Non-interest income for the year 2002 increased to $257.5 million from $196.8 million for the year of 2001, a 31% increase.

The growth in non-interest income for the fourth quarter and 2002 was reflected in increased deposit charges and service fees and other operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 which are more fully depicted de·pict  
tr.v. de·pict·ed, de·pict·ing, de·picts
1. To represent in a picture or sculpture.

2. To represent in words; describe. See Synonyms at represent.
 below:

                  Three Months Ended                Year Ended
                  ------------------                ----------
                                    %                            %
              12/31/02  12/31/01 Increase  12/31/02  12/31/01 Increase
              --------  -------- --------  --------  -------- -------
                 (Dollars in thousands)       (Dollars in thousands)
              --------------------------------------------------------
Deposit
 Charges
 & Service
  Fees        $36,599    $28,011    31%    $130,993    $100,912    30%
Other
 Operating
 Income:
  Insurance    13,798    12,276     12       55,875      49,803    12
  Capital
   Markets      8,476      5,468    55       35,082      22,049    59
  Loan
   Brokerage
   Fees         6,183      4,643    33       18,655      10,976    70
  Other         5,159      3,144    64       16,861      13,065    29
              --------------------------------------------------------
     Total
      Other   $33,616    $25,531    32%    $126,473    $ 95,893    32%
              --------------------------------------------------------
Total Non-
 Interest
 Income       $70,215    $53,542    31%    $257,466    $196,805    31%



Commerce National Insurance Services

Total revenues for the Company's insurance division were $13.8 million for the fourth quarter of 2002 compared to $12.3 million for the fourth quarter of 2001, a 12% increase. Total revenues for the year 2002 were $55.9 million versus $49.8 million for 2001, a 12% increase.

Commerce Capital Markets

Total revenues for the Company's capital markets division were $8.5 million for the fourth quarter of 2002 compared to $5.5 million for the fourth quarter of 2001, a 55% increase. Total revenues for the year 2002 were $35.1 million versus $22.0 million for 2001, a 59% increase.

Non- non- word element [L.]not .

non-
pref.
Not: noninvasive. 
 Interest Expenses

Non-interest expenses for the fourth quarter of 2002 were $160.9 million, up 32% from $122.1 million a year ago.

Non-interest expenses for the year 2002 were $579.2 million, up 38% from $420.0 million for the year 2001.

The increase in non-interest expenses for the fourth quarter and the year 2002 were widespread throughout all non-interest expense categories and were consistent with the same reporting periods a year ago. They reflect the Company's rapid growth during the respective periods and also reflect substantial infrastructure investments made by the Company to support future growth.

Linked Quarter Comparison

A comparison of financial results for the quarter ended December 31, 2002 to the previous quarter ended September September: see month.  30, 2002 is as follows: (dollars in thousands, except per share data)

                        Three Months Ended                   Linked
                        ------------------                   Quarter
                      12/31/02     9/30/02     $ Increase  % Increase
                      --------      ------     ----------  ----------

Total Assets         $16,403,981  $15,374,269  $1,029,712       7
Total Loans (Net)      5,731,856    5,457,147     274,709       5
Core Deposits         13,834,293   12,896,204     938,089       7
Total Deposits        14,548,841   13,879,636     669,205       5

Total Revenues           229,711      220,186       9,525       4
 Net Interest Income     159,496      150,554       8,942       6
 Non-Interest Income      70,215       69,632         583       1
Non-Interest Expense     160,879      154,828       6,051       4
Net Income                40,574       37,689       2,885       8
Net Income Per Share         .57          .53         .04       8


Lending

Loans increased 27% to $5.7 billion, and the growth was widespread throughout all loan categories.

The Company's primary strength is in building customer relationships and growing market share in deposits, loans, and related services. Consumer and small business loan growth is directly related to the Company's significant increase in branch locations, market expansion and added lending personnel.

Detailed in the chart below is a recap re·cap 1  
tr.v. re·capped, re·cap·ping, re·caps
1. To replace a cap or caplike covering on: recapped the bottle.

2.
 of commercial and commercial real estate loan growth for the past year by loan size: (dollars in millions, except # of loans and average loan size)

           Commercial Loan and Commercial Real Estate Growth

                               Average                           %
 Size            # of Loans   Loan Size   12/31/02  12/31/01  Increase
 ----            ----------   ----------  --------  --------  --------
less than
 $5 Million         14,504    $  222,000    $3,219    $2,467    30%
greater than
 $5 Million             72     8,889,000       640       567    13%
                 ----------   ----------  --------  --------  --------
Total:              14,576    $  265,000    $3,859    $3,034    27%


Geographically ge·o·graph·ic   also ge·o·graph·i·cal
adj.
1. Of or relating to geography.

2. Concerning the topography of a specific region.



ge
, loan growth has occurred in the following markets:


                               Portfolio Geographical Growth

                       12/31/02    12/31/01   Growth Rate  % of Growth
                       --------    --------   -----------  -----------
                                  (dollars in millions)
Metro Philadelphia      $4,039       $3,236       25%         65%
Northern New Jersey      1,668        1,344       24          26
New York/Long Island       116            3       --           9
                       --------    --------                -----------
          Total:        $5,823       $4,583                  100%


As the Company serves its existing markets and expands into new markets, it has increased the number of lending officers from 172 at December 31, 2001 to 208 at December 31, 2002, or 21%. During that time, commercial and commercial real estate loans have increased to $3.9 billion from $3.0 billion.

The Company continues to serve Main Street America America [for Amerigo Vespucci], the lands of the Western Hemisphere—North America, Central (or Middle) America, and South America. The world map published in 1507 by Martin Waldseemüller is the first known cartographic use of the name.  and has avoided the pitfalls experienced by participation in Shared National Credit lending, loans to the telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications.  and energy sectors, sub-prime loans and foreign lending.

                           Loan Composition
                           ----------------

                           % of              % of       $         %
                 12/31/02   Total   12/31/01  Total  Increase Increase
                 --------  ------  --------- ------  -------- --------
                                (dollars in thousands)

Commercial      $1,526,826     26%  $1,157,791    25% $369,035     32%
Consumer         1,963,101     34    1,549,497    34   413,604     27
Commercial
 Real Estate       987,356     17      813,311    18   174,045     21
Owner-Occupied   1,345,306     23    1,062,813    23   282,493     27
                ---------- ------   ---------- ------
     Gross
      Loans     $5,822,589    100%  $4,583,412   100%
     Less:
      Reserves    ( 90,733)           ( 66,981)
                ----------          ----------
     Net Loans  $5,731,856          $4,516,431                   + 27
                                                              --------


Asset Quality

Asset quality remains extremely sound due to the Company's conservative underwriting Underwriting

1. The process by which investment bankers raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt).

2. The process of issuing insurance policies.
 standards, strong customer relationships and aggressive collection efforts.

The Company's asset quality results are highlighted below:


                                               Year Ended
                                               ----------
                                  12/31/02      12/31/01      12/31/00
                                  --------      --------      --------
 Non-Performing Assets/Assets        .11%          .17%          .21%
 Net Loan Charge-Offs                .18%          .19%          .11%
 Loan Loss Reserve/ Gross Loans     1.56%         1.46%         1.32%
 Non-Performing Loan Coverage        640%          398%          357%
 Non-Performing Assets/Capital        2%             3%            3%
      and Reserves


During the fourth quarter, the Company increased its reserve for loan losses as a percentage of loans to 1.56% from 1.54% on a linked quarter basis and from 1.46% a year ago.

Non-performing assets and loans past due 90 days at December 31, 2002 totaled $18.4 million or .11% of total assets, versus $18.9 million, or .17% of total assets a year ago. Non-performing assets and loans past due 90 days or more represented 2% of stockholders' equity Stockholders' Equity

The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets.
 and the reserve for loan losses at December 31, 2002.

During the fourth quarter of 2002, the Company's credit ratings were raised by Standard & Poor's to BBB BBB

A medium grade assigned to a debt obligation by a rating agency to indicate an adequate ability to pay interest and repay principal. However, adverse developments are more likely to impair this ability than would be the case for bonds rated A and above.
+ from BBB and the Company's lead bank subsidiary rating was raised to A-.

Investments

Total investments increased to $8.9 billion from $5.6 billion a year ago.

The portfolio is comprised primarily of high quality U.S. Government agency and mortgage-backed Mortgage-backed may refer to:
  • Commercial mortgage-backed security, type of bond commonly issued in American security markets
  • Mortgage-backed security, asset-backed security whose cash flows are backed by the payments of a set of mortgages
 obligations with a current duration of 2.5 years and an average life of 3.0 years. This current duration compares to a duration of 4.3 years at December 31, 2001 as management has made a conscious decision to shorten (audio, compression) Shorten - A form of lossless audio compression.  the portfolio in anticipation The performance of an act or obligation before it is legally due. In patent law, the publication of the existence of an invention that has already been patented or has a patent pending,  of rising rates in 2003.

The appreciation in the available for sale and held to maturity portfolios totaled $207 million at December 31, 2002.

Capital Resources

Stockholders' equity at December 31, 2002 increased to $918.0 million, a $281.4 million increase, or 44% over stockholders' equity of $636.6 million at December 31, 2001. Return on average stockholders' equity (ROE A fictitious surname used for an unknown or anonymous person or for a hypothetical person in an illustration.

A lawsuit is generally named for the persons who are parties to it.
) for the fourth quarter of 2002 was 18.32% compared to 17.18% for the fourth quarter of 2001.

The Company's capital ratios at December 31, 2002 were as follows:

                                          Regulatory Guidelines
                         Commerce           "Well Capitalized"
                         --------         ---------------------
   Leverage Ratio          6.37%                  5.00
   Tier I                 11.63                   6.00
   Total Capital          12.69                  10.00


Retail Activities

"America's Most Convenient Bank" continued its unique retail focus by offering the best in community branch banking and on-line banking. The Company's continued deposit growth consists of growth in "same-store" (existing branch) sales and increased deposits from newly opened branches.

-- "Same Store Sales Same Store Sales

A statistic used in retail industry analysis. It compares sales of stores that have been open for a year or more.

Notes:
This statistic allows investors to determine what portion of new sales has come from sales growth and what portion from the opening of
"

"Same-store core deposit growth" at December 31, 2002 was 29%

compared to the same period a year ago.

-- New Branch Offices

During the fourth quarter of 2002, the Company opened 21 new

branch offices, increasing the total offices opened to 224,

and it opened a total of 40 new branches in 2002. During the

last three years, the Years, The

the seven decades of Eleanor Pargiter’s life. [Br. Lit.: Benét, 1109]

See : Time
 Company has opened 104 of its 224

branches.

Branches opened during the fourth quarter were as follows:


Metropolitan Philadelphia
-------------------------
Location                   County
--------                   ------
Society Hill               Philadelphia (PA)

New Brunswick              Middlesex (NJ)

Morris Township            Morris (NJ)

Spring Lake Heights        Monmouth (NJ)

Thorndale                  Chester (PA)

West Caldwell              Essex (NJ)

Union Township             Union (NJ)

East Windsor               Mercer (NJ)

Fort Lee                   Bergen (NJ)

Red Lion Road              Philadelphia (PA)

Budd Lake                  Morris (NJ)

Hillsborough               Somerset (NJ)

Frankford Avenue           Philadelphia (PA)


Metropolitan New York
---------------------

77th & 2nd                 Manhattan Boro/NYC (NY)

32nd & Park                Manhattan Boro/NYC (NY)

74th & Broadway            Manhattan Boro/NYC (NY)

East Northport             Suffolk (NY)

68th & Broadway            Manhattan Boro/NYC (NY)

Long Beach                 Nassau (NY)

Massapequa East            Nassau (NY)

Pearl River                Rockland (NY)



-- Commerce Online

Commerce continued its leading role in on-line banking by increasing its penetration The successful unauthorized breach of a security perimeter. See penetration test.  rate to 35.2%, which is one of the highest in America.

Corporate Governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
 

The Corporate Governance Committee, composed of outside directors, recommended and the outside members of the Board of Directors unanimously approved:
-- The Company will continue its company-wide stock option plan, but will extend the vesting period of future options. Options will not be considered for expensing until accounting standards are clarified. Quarterly, the Company will report the cost as if expensed.

-- For 29 years, the Company has utilized the design and facilities services of InterArch, owned by Shirley Hill, wife of Vernon W. Hill, CEO. The Board believes that this arrangement, which has been conducted within all regulatory rules and annually reviewed and fully disclosed, has been an important factor in the success of the Commerce Brand. The Board has approved the transfer, without cost, into the Company of the facility functions, with InterArch continuing to provide architecture and design services on a fee basis, subject to the Board and Audit and Oversight Committee review and approval.


Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

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 Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995.

These forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations Anticipations is the magazine of the Young Fabians, the under-31 section of the Fabian Society.

The magazine was founded in 1996, however the group only produced one edition.
, 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 United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  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 Board of Governors of the Federal Reserve System

The managing body of the Federal Reserve System, which sets policies on bank practices and the money supply.
 (the "FRB See Federal Reserve Board. "); inflation; interest rates, 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 VICE VERSA. On the contrary; on opposite sides. ; 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 revenue enhancement

An increase in revenues, especially by way of increased taxes. Revenue enhancement includes reducing taxpayer deductions and eliminating tax credits.
 from acquisitions being less than expected; the growth and profitability of the Company's non-interest or fee income being less than expected; unanticipated regulatory reg·u·late  
tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates
1. To control or direct according to rule, principle, or law.

2.
 or judicial proceedings judicial proceedings n. any action by a judge re: trials, hearings, petitions, or other matters formally before the court. (See: judicial) ; changes in consumer spending Consumer demand or consumption is also known as personal consumption expenditure. It is the largest part of aggregate demand or effective demand at the macroeconomic level.  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 statement, whether written or oral, that may be made from time to time by or on behalf of the Company.


                        Commerce Bancorp, Inc.
                 Selected Consolidated Financial Data
                             (Unaudited)

                                            Three Months Ended
                                                December 31
                                     --------------------------------
                                                                   %
                                         2002         2001      Change
                                     ------------ ------------  ------
                                     (dollars and shares in thousands)

Income Statement Data:
 Net interest income                    $159,496     $117,470     36 %
 Provision for loan losses                 8,000        7,458      7
 Noninterest income                       70,215       53,542     31
 Total revenues                          229,711      171,012   + 34
                                         -------                ----
 Noninterest expense                     160,879      122,149     32
 Net income                               40,574       28,230   + 44
                                         -------                ----

Per Share Data:
 Net income - Basic                        $0.60        $0.43     40 %
 Net income - Diluted                       0.57         0.41   + 39
                                         -------                ----
 Book value - Basic
 Book value - Diluted

 Revenue per share - Diluted              $12.85        $9.90   + 30 %
                                         -------                ----
 Weighted Average Shares Outstanding:
  Basic                                   67,548       65,418
  Diluted                                 71,505       69,094

Balance Sheet Data:

 Total assets
 Loans (net)
 Allowance for loan losses
 Securities available for sale
 Securities held to maturity
 Total deposits
 Core deposits
 Long-term debt
 Trust Capital Securities - Commerce
  Capital Trust I
 Convertible Trust Capital Securities - Commerce
  Capital Trust II
 Stockholders' equity

Capital:

 Stockholders' equity to total assets

 Risk-based capital ratios:
  Tier I
  Total capital

 Leverage ratio

Performance Ratios:

 Cost of funds                              1.19 %       1.76 %
 Net interest margin                        4.55         4.85
 Return on average assets                   1.03         1.04
 Return on average total
  stockholders' equity                     18.32        17.18


                                           Twelve Months Ended
                                                December 31
                                     --------------------------------
                                                                  %
                                         2002         2001      Change
                                     ------------ ------------  ------
                                     (dollars and shares in thousands)

Income Statement Data:
 Net interest income                    $572,755     $401,326     43 %
 Provision for loan losses                33,150       26,384     26
 Noninterest income                      257,466      196,805     31
 Total revenues                          830,221      598,131   + 39
                                         -------                ----
 Noninterest expense                     579,168      420,036     38
 Net income                              144,815      103,022   + 41
                                         -------                ----

Per Share Data:
 Net income - Basic                        $2.16        $1.59     36 %
 Net income - Diluted                       2.04         1.51   + 35
                                         -------                ----
 Book value - Basic                       $13.53        $9.70     39 %
 Book value - Diluted                      12.76         9.22   + 38
                                         -------                ----
 Revenue per share - Diluted              $11.71        $8.78   + 33 %
                                         -------                ----
 Weighted Average Shares Outstanding:
  Basic                                   66,795       64,666
  Diluted                                 70,903       68,102

Balance Sheet Data:

 Total assets                        $16,403,981  $11,363,703   + 44 %
 Loans (net)                           5,731,856    4,516,431     27
 Allowance for loan losses                90,733       66,981     35
 Securities available for sale         7,806,779    4,152,704     88
 Securities held to maturity             763,026    1,132,172    (33)
 Total deposits                       14,548,841   10,185,594     43
                                      ----------   ----------
 Core deposits                        13,834,293    9,496,602     46
                                      ----------   ----------
 Long-term debt                                0       23,000   (100)
 Trust Capital Securities - Commerce
  Capital Trust I                              0       57,500   (100)
 Convertible Trust Capital Securities -
  Commerce Capital Trust II              200,000            0      -
 Stockholders' equity                    918,010      636,570   + 44
                                                                ----
Capital:

 Stockholders' equity to total assets       5.60 %       5.60 %
                                         -------
 Risk-based capital ratios:
  Tier I                                   11.63        10.81
  Total capital                            12.69        11.96

 Leverage ratio                             6.37         6.24

Performance Ratios:

 Cost of funds                              1.46 %       2.34 %
 Net interest margin                        4.69         4.76
 Return on average assets                   1.05         1.08
 Return on average total
  stockholders' equity                     18.50        17.64



The following summary presents information regarding non-performing
loans and assets as of December 31, 2002 and the preceding four
quarters (dollar amounts in thousands).

                               Dec.     Sept.   June   March    Dec.
                                31,      30,     30,     31,     31,
                               2002     2002    2002    2002    2001
                             ------- -------- ------- ------- --------
Non-accrual loans:
Commercial                    $5,412   $7,213  $7,581  $9,473  $6,835
Consumer                       2,734    2,147   1,557   1,537   1,484
Real estate:
 Construction                    131      131     181     181   1,590
 Mortgage                      5,891    5,754   5,778   5,695   6,924
                             ------- -------- ------- ------- --------
Total non-accrual loans       14,168   15,245  15,097  16,886  16,833
                             ------- -------- ------- ------- --------

Restructured loans:
 Commercial                        5        6       6       7       8
 Consumer
 Real estate:
  Construction
  Mortgage
                             ------- -------- ------- ------- --------
Total restructured loans           5        6       6       7       8
                             ------- -------- ------- ------- --------

Total non-performing loans    14,173   15,251  15,103  16,893  16,841
                             ------- -------- ------- ------- --------

Other real estate              3,589    2,367   2,471   2,602   1,549
                             ------- -------- ------- ------- --------

Total non-performing assets   17,762   17,618  17,574  19,495  18,390
                             ------- -------- ------- ------- --------

Loans past due 90 days or
 more and still accruing         620      900     834     484     519
                             ------- -------- ------- ------- --------

Total non-performing assets
 and loans past due 90 days
 or more                     $18,382  $18,518 $18,408 $19,979 $18,909
                             =======  ======= ======= ======= ========

Total non-performing loans as
 a percentage of total period-
 end loans                      0.24%    0.28%   0.29%   0.34%   0.37%

Total non-performing assets
 as a percentage of total
 period-end assets              0.11%    0.11%   0.13%   0.16%   0.16%

Total non-performing assets
 and loans past due 90 days
 or more as a percentage of
 total period-end assets        0.11%    0.12%   0.13%   0.16%   0.17%
                                -----
Allowance for loan losses as
 a percentage of total non-
 performing loans                640%     560%    530%    428%    398%

Allowance for loan losses as
 a percentage of total
 period-end loans               1.56%    1.54%   1.52%   1.47%   1.46%

Total non-performing assets
 and loans past due 90 days
 or more as a percentage of
 stockholders' equity and
 allowance for loan losses         2%       2%      2%      3%      3%



The following table presents, for the periods indicated, an analysis
of the allowance for loan losses and other related data: (dollar
amounts in thousands)

                              Three Months Ended  Twelve Months Ended
                              ------------------- -------------------
                              12/31/02  12/30/01  12/31/02  12/30/01
                              --------- --------- --------- ---------

Balance at beginning of
 period                        $85,479   $61,386   $66,981   $48,680
Provisions charged to
 operating expenses              8,000     7,458    33,150    26,384
                              --------- --------- --------- ---------
                                93,479    68,844   100,131    75,064

Recoveries on loans charged-
 off:
  Commercial                       358       373       815       552
  Consumer                          58        67       339       288
  Commercial real estate           153        18       176       134
                              --------- --------- --------- ---------
Total recoveries                   569       458     1,330       974

Loans charged-off:
  Commercial                    (2,194)   (1,512)   (7,181)   (5,862)
  Consumer                      (1,121)     (809)   (3,514)   (2,784)
  Commercial real estate             -         -       (33)     (411)
                              --------- --------- --------- ---------
Total charge-offs               (3,315)   (2,321)  (10,728)   (9,057)
                              --------- --------- --------- ---------
Net charge-offs                 (2,746)   (1,863)   (9,398)   (8,083)
                              --------- --------- --------- ---------

Balance at end of period       $90,733   $66,981   $90,733   $66,981
                              ========= ========= ========= =========

Net charge-offs as a
 percentage of average
 loans outstanding                0.19 %    0.17 %    0.18 %    0.19 %

Net Reserve Additions           $5,254    $5,595   $23,752   $18,301
                               -------- --------- --------- ---------



       Commerce Bancorp, Inc. and Subsidiaries Average Balances
                       and Net Interest Income
                             (unaudited)

                                        ------------------------------
                                                December 2002
                                        -----------------------------
                                           Average             Average
                                           Balance    Interest  Rate
                                        -----------------------------
(dollars in thousands)
Earning Assets
----------------------------------------
Investment securities
  Taxable                                 $8,033,417  $104,326  5.15 %
  Tax-exempt                                 113,895     1,820  6.34
  Trading                                    272,107     4,068  5.93

                                        ------------- --------- -----
Total investment securities                8,419,419   110,214  5.19
Federal funds sold                            51,988       181  1.38
Loans
  Commercial mortgages                     2,241,044    37,009  6.55
  Commercial                               1,338,892    19,816  5.87
  Consumer                                 1,963,307    33,928  6.86
  Tax-exempt                                 195,972     4,517  9.14
                                        ------------- --------- -----
Total loans                                5,739,215    95,270  6.59

                                        ------------- --------- -----
Total earning assets                     $14,210,622  $205,665  5.74 %
                                        =============

Sources of Funds
----------------------------------------
Interest-bearing liabilities
  Regular savings                         $2,809,817    $7,110  1.00 %
  N.O.W. accounts                            393,844       919  0.93
  Money market plus                        5,048,365    12,375  0.97
  Time deposits                            2,054,038    14,376  2.78
  Public funds                               842,374     3,998  1.88
                                        ------------- --------- -----
     Total deposits                       11,148,438    38,778  1.38

  Other borrowed money                       201,547       729  1.44
  Long-term debt                             200,000     3,022  5.99
                                        ------------- --------- -----
Total deposits and interest-bearing
 liabilities                              11,549,985    42,529  1.46

Noninterest-bearing funds (net)            2,660,637
                                        ------------- --------- -----
Total sources to fund earning assets     $14,210,622    42,529  1.19
                                        ============= --------- -----

Net interest income and
     margin tax-equivalent basis                      $163,136  4.55 %
                                                     ========== =====

Other Balances
----------------------------------------
Cash and due from banks                     $788,271
Other assets                                 831,250
Total assets                              15,741,365
Total deposits                            14,170,281
                                          ----------
Demand deposits (noninterest-bearing)      3,021,843
Other liabilities                            283,708
Stockholders' equity                         885,829
Allowance for loan losses                     88,778

                                        ------------------------------
                                                September 2002
                                        -----------------------------
                                           Average             Average
                                           Balance    Interest  Rate
                                        -----------------------------
(dollars in thousands)
Earning Assets
----------------------------------------
Investment securities
  Taxable                                 $7,281,082  $102,306  5.57 %
  Tax-exempt                                  88,711     1,325  5.92
  Trading                                    168,668     2,095  4.93

                                        ------------- --------- -----
Total investment securities                7,538,461   105,726  5.56
Federal funds sold                            95,341       403  1.68
Loans
  Commercial mortgages                     2,131,809    36,868  6.86
  Commercial                               1,253,565    19,230  6.09
  Consumer                                 1,865,040    33,252  7.07
  Tax-exempt                                 178,956     3,835  8.50
                                        ------------- --------- -----
Total loans                                5,429,370    93,185  6.81

                                        ------------- --------- -----
Total earning assets                     $13,063,172  $199,314  6.05 %
                                        =============

Sources of Funds
----------------------------------------
Interest-bearing liabilities
  Regular savings                         $2,498,700    $7,912  1.26 %
  N.O.W. accounts                            352,234     1,031  1.16
  Money market plus                        4,389,903    13,472  1.22
  Time deposits                            1,958,165    15,021  3.04
  Public funds                             1,001,570     5,353  2.12
                                        ------------- --------- -----
     Total deposits                       10,200,572    42,789  1.66

  Other borrowed money                        99,819       403  1.60
  Long-term debt                             200,000     3,029  6.01
                                        ------------- --------- -----
Total deposits and interest-bearing
 liabilities                              10,500,391    46,221  1.75

Noninterest-bearing funds (net)            2,562,781
                                        ------------- --------- -----
Total sources to fund earning assets     $13,063,172    46,221  1.40
                                        ============= --------- -----

Net interest income and
     margin tax-equivalent basis                      $153,093  4.65 %
                                                     ========== =====

Other Balances
----------------------------------------
Cash and due from banks                     $671,394
Other assets                                 708,005
Total assets                              14,359,739
Total deposits                            12,970,854
                                          ----------
Demand deposits (noninterest-bearing)      2,770,282
Other liabilities                            248,999
Stockholders' equity                         840,067
Allowance for loan losses                     82,832

                                        -----------------------------
                                                December 2001
                                        -----------------------------
                                           Average             Average
                                           Balance    Interest  Rate
                                        -----------------------------
(dollars in thousands)
Earning Assets
----------------------------------------
Investment securities
  Taxable                                 $4,897,180   $75,980  6.16 %
  Tax-exempt                                  85,937     1,288  5.94
  Trading                                    212,892     2,707  5.05

                                        ------------- --------- -----
Total investment securities                5,196,009    79,975  6.11
Federal funds sold                           177,235       932  2.09
Loans
  Commercial mortgages                     1,719,681    31,403  7.24
  Commercial                               1,024,931    17,047  6.60
  Consumer                                 1,533,966    30,215  7.81
  Tax-exempt                                 211,435     4,654  8.73
                                        ------------- --------- -----
Total loans                                4,490,013    83,319  7.36

                                        ------------- --------- -----
Total earning assets                      $9,863,257  $164,226  6.61 %
                                        =============

Sources of Funds
----------------------------------------
Interest-bearing liabilities
  Regular savings                         $1,840,806    $6,942  1.50 %
  N.O.W. accounts                            284,453     1,071  1.49
  Money market plus                        3,235,319    12,130  1.49
  Time deposits                            1,473,557    15,996  4.31
  Public funds                               801,453     6,274  3.11
                                        ------------- --------- -----
     Total deposits                        7,635,588    42,413  2.20

  Other borrowed money                       120,910       289  0.95
  Long-term debt                              80,500     1,026  5.06
                                        ------------- --------- -----
Total deposits and interest-bearing
 liabilities                               7,836,998    43,728  2.21

Noninterest-bearing funds (net)            2,026,259
                                        ------------- --------- -----
Total sources to fund earning assets      $9,863,257    43,728  1.76
                                        ============= --------- -----

Net interest income and
     margin tax-equivalent basis                      $120,498  4.85 %
                                                     ========== =====

Other Balances
----------------------------------------
Cash and due from banks                     $482,378
Other assets                                 583,257
Total assets                              10,864,953
Total deposits                             9,837,053
                                          ----------
Demand deposits (noninterest-bearing)      2,201,465
Other liabilities                            169,174
Stockholders' equity                         657,316
Allowance for loan losses                     63,939

Notes

    --  Weighted average yields on tax-exempt obligations have been
        computed on a tax-equivalent basis assuming a federal tax rate
        of 35%.

    --  Non-accrual loans have been included in the average loan
        balance.

    --  Investment securities includes investments available for sale.

    --  Consumer loans include mortgage loans held for sale.



               Commerce Bancorp, Inc. and Subsidiaries
                      Consolidated Balance Sheets
                              (unaudited)

----------------------------------------------------------------------
(dollars in thousands)   December 31,        September 30, 2002
                         ---------------------------------------------
                             2002       Actual     $Change   % Change
----------------------------------------------------------------------
Assets
Cash and due from banks     $811,434    $740,604    $70,830       10 %
Federal funds sold                 0      87,900    (87,900)    (100)
                         ---------------------------------------------
           Cash and cash
            equivalents      811,434     828,504    (17,070)      (2)
Loans held for sale           96,920      66,612     30,308       45
Trading securities           326,479     197,386    129,093       65
Securities available for
 sale                      7,806,779   7,093,561    713,218       10
Securities held to
 maturity                    763,026     898,532   (135,506)     (15)

Loans                      5,822,589   5,542,626    279,963        5
         Less allowance
          for loan losses     90,733      85,479      5,254        6
                         ---------------------------------------------
                           5,731,856   5,457,147    274,709        5
         Reserve %              1.56%       1.54%
Bank premises and
 equipment, net              499,189     449,677     49,512       11
Other
 assets                      368,298     382,850    (14,552)      (4)
                         ---------------------------------------------
                         $16,403,981 $15,374,269 $1,029,712        7 %
                         =============================================
Liabilities
Deposits:
         Demand:
           Interest-
            bearing       $5,635,351  $5,162,886   $472,465        9 %
           Noninterest-
            bearing        3,243,091   3,060,273    182,818        6
         Savings           2,861,677   2,705,202    156,475        6
         Time              2,808,722   2,951,275   (142,553)      (5)
                         ---------------------------------------------
           Total deposits 14,548,841  13,879,636    669,205        5

         Core deposits    13,834,293  12,896,204    938,089        7

Total other liabilities      937,130     623,567    313,563       50
                         ---------------------------------------------
                          15,485,971  14,503,203    982,768        7

Stockholders' Equity         918,010     871,066     46,944        5
                         ---------------------------------------------

                         $16,403,981 $15,374,269 $1,029,712        7 %
                         =============================================

------------------------------------------------------------
(dollars in thousands)             December 31, 2001
                         -----------------------------------
                            Actual      $Change     % Change
------------------------------------------------------------
Assets
Cash and due from banks     $557,738    $253,696        45 %
Federal funds sold                 0           0         0
                         -----------------------------------
           Cash and cash
            equivalents      557,738     253,696        45
Loans held for sale           73,261      23,659        32
Trading securities           282,811      43,668        15
Securities available for
 sale                      4,152,704   3,654,075        88
Securities held to
 maturity                  1,132,172    (369,146)      (33)

Loans                      4,583,412   1,239,177        27
         Less allowance
          for loan losses     66,981      23,752        35
                         -----------------------------------
                           4,516,431   1,215,425        27
                                                       ----
         Reserve %              1.46%
Bank premises and
 equipment, net              362,992     136,197        38
Other
 assets                      285,594      82,704        29
                         -----------------------------------
                         $11,363,703  $5,040,278        44 %
                         ===================================
Liabilities
Deposits:
         Demand:
           Interest-
            bearing       $3,608,709  $2,026,642        56 %
           Noninterest-
            bearing        2,403,637     839,454        35
         Savings           1,925,919     935,758        49
         Time              2,247,329     561,393        25
                         -----------------------------------
           Total deposits 10,185,594   4,363,247        43

         Core deposits     9,496,602   4,337,691        46
                                                       ----
Total other liabilities      541,539     395,591        73
                         -----------------------------------
                          10,727,133   4,758,838        44

Stockholders' Equity         636,570     281,440        44
                         -----------------------------------

                         $11,363,703  $5,040,278        44 %
                         ===================================


               Commerce Bancorp, Inc. and Subsidiaries
                      Consolidated Balance Sheets
                              (unaudited)

----------------------------------------------------------------------
                                        Linked
                  Dec. 31,    Sept. 30, Quarter     Dec. 31,
                ------------------------------------------------------
(dollars in
 thousands)         2002         2002   % Change      2001   % Change
----------------------------------------------------------------------
Assets
Cash and due
 from banks        $811,434    $740,604   10 %      $557,738   45 %
Federal funds
 sold                     0      87,900 (100)              0    0
                ------------------------------------------------------
  Cash and cash
   equivalents      811,434     828,504   (2)        557,738   45
Loans held for
 sale                96,920      66,612   45          73,261   32
Trading
 securities         326,479     197,386   65         282,811   15
Securities
 available for
 sale             7,806,779   7,093,561   10       4,152,704   88
Securities held
 to maturity        763,026     898,532  (15)      1,132,172  (33)
Loans:
Commercial real
 estate:
   Owner-
    occupied      1,199,658   1,182,886    1         750,562   60
   Investor
    developer       723,067     731,784   (1)        664,605    9
   Construction     409,937     409,929    0         460,957  (11)
                ------------------------------------------------------
                  2,332,662   2,324,599    0       1,876,124   24
Commercial
 loans:
   Term             842,869     745,069   13         600,374   40
   Line of
    credit          683,640     606,814   13         556,977   23
   Demand               317         348   (9)            440  (28)
                ------------------------------------------------------
                  1,526,826   1,352,231   13       1,157,791   32
Consumer:
   Mortgages (1-
    4 family
    residential)    626,652     568,931   10         471,680   33
   Installment      140,493     147,126   (5)        161,647  (13)
   Home equity    1,139,589   1,098,098    4         872,974   31
   Credit lines      56,367      51,641    9          43,196   30
                ------------------------------------------------------
                  1,963,101   1,865,796    5       1,549,497   27
                ------------------------------------------------------
      Total
       loans      5,822,589   5,542,626    5       4,583,412   27
                -----------------------------    -----------------
Less allowance
 for loan losses     90,733      85,479    6          66,981   35
                ------------------------------------------------------
                  5,731,856   5,457,147    5       4,516,431   27
Bank premises
 and equipment,
 net                499,189     449,677   11         362,992   38
Other assets        368,298     382,850   (4)        285,594   29
                ------------------------------------------------------
                $16,403,981 $15,374,269    7  %  $11,363,703   44    %
                ======================================================
Liabilities
Deposits:
Demand:
  Interest-
   bearing       $5,635,351  $5,162,886    9  %   $3,608,709   56    %
  Noninterest-
   bearing        3,243,091   3,060,273    6       2,403,637   35
Savings           2,861,677   2,705,202    6       1,925,919   49
Time              2,808,722   2,951,275   (5)      2,247,329   25
                ------------------------------------------------------
  Total deposits 14,548,841  13,879,636    5      10,185,594   43
                                        -----                -----

Other borrowed
 money              391,641     142,468  175         264,554   48
Other
 liabilities        345,489     281,099   23         196,485   76
Trust Capital
 Securities -
 Commerce
 Capital Trust I          0           0    0          57,500 (100)
Convertible
 Trust Capital
 Securities -
 Commerce
 Capital Trust II   200,000     200,000    0               0    0
Long-term debt            0           0    0          23,000 (100)
                ------------------------------------------------------
                 15,485,971  14,503,203    7      10,727,133   44
Stockholders'
 Equity
Common stock         68,043      67,488    1          65,833    3
Capital in
 excess of par
 or stated value    538,795     512,081    5         461,897   17
Retained
 earnings           199,604     169,125   18          94,698  111
Accumulated
 other
 comprehensive
 income             113,614     123,993   (8)         15,764  621
                ------------------------------------------------------
                    920,056     872,687    5         638,192   44

Less treasury
 stock, at cost       2,046       1,621   26           1,622   26
                ------------------------------------------------------
  Total
   stockholders'
   equity           918,010     871,066    5         636,570   44
                ------------------------------------------------------
                $16,403,981 $15,374,269    7 %   $11,363,703   44    %
                ======================================================


          Commerce Bancorp, Inc. and Subsidiaries
             Consolidated Statements of Income
                        (unaudited)

----------------------------------------------------------------------
                                      Three Months Ended
                         ---------------------------------------------
                          Dec. 31  Sept. 30,         Dec. 31
                         ---------------------------------------------
(dollars in thousands,
 except per share
 amounts)                   2002     2002  % Change    2001  % Change
----------------------------------------------------------------------

Interest income
Interest and fees on
 loans                   $93,690  $91,843        2% $81,689       15 %
Interest on investments  108,153  104,528        3   78,577       38
Other interest               181      404      (55)     932      (81)
                         -------------------------- ------------------
     Total interest
      income             202,024  196,775        3  161,198       25
                         -------------------------- ------------------

Interest expense
Interest on deposits:
   Demand                 13,294   14,504       (8)  13,201        1
   Savings                 7,109    7,912      (10)   6,942        2
   Time                   18,374   20,374      (10)  22,270      (17)
                         -------------------------- ------------------
     Total interest on
      deposits            38,777   42,790       (9)  42,413       (9)
Interest on other
 borrowed money              728      403       81      289      152
Interest on long-term
 debt                      3,023    3,028       (0)   1,026      195
                         -------------------------- ------------------
     Total interest
      expense             42,528   46,221       (8)  43,728       (3)
                         -------------------------- ------------------

Net interest income      159,496  150,554        6  117,470       36
Provision for loan losses  8,000    8,000        0    7,458        7
                         -------------------------- ------------------
Net interest income after
 provision for loan
 losses                  151,496  142,554        6  110,012       38

Noninterest income
Deposit charges and
 service fees             36,599   33,802        8   28,011       31
Other operating income    33,616   35,830       (6)  25,531       32
Net investment securities
 gains                         0        0        0        0        0
                         -------------------------- ------------------
     Total noninterest
      income              70,215   69,632        1   53,542       31
                         -------------------------- ------------------
     Total Revenues      229,711  220,186        4  171,012       34
                                                ---               ---
Noninterest expense
Salaries and benefits     78,446   74,164        6   56,378       39
Occupancy                 16,102   15,215        6   11,586       39
Furniture and equipment   18,995   17,012       12   14,220       34
Office                     8,643    8,173        6    7,427       16
Audit and regulatory fees
 and assessments           1,391    1,438       (3)   1,048       33
Marketing                  4,910    7,850      (37)   5,460      (10)
Other                     32,392   30,976        5   26,030       24
                         -------------------------- ------------------
     Total noninterest
      expenses           160,879  154,828        4  122,149       32
                         -------------------------- ------------------

Income before income
 taxes                    60,832   57,358        6   41,405       47
Provision for federal and
 state income taxes       20,258   19,669        3   13,175       54
                         -------------------------- ------------------
Net income               $40,574  $37,689        8% $28,230       44 %
                         ========================== ==================

Net income per common and
 common equivalent share:
   Basic                   $0.60    $0.56        7%   $0.43       40 %
                         -------------------------- ------------------
   Diluted                 $0.57    $0.53        8    $0.41       39
                         -------------------------- ------------------
Average common and common
 equivalent shares
 outstanding:
   Basic                  67,548   67,065        1   65,418        3
                         -------------------------- ------------------
   Diluted                71,505   71,084        1   69,094        3
                         -------------------------- ------------------
Cash dividends, common
 stock                     $0.15    $0.15        0%   $0.14        7 %
                         ========================== ==================

Return on average assets    1.03 %   1.05 %            1.04 %
Return on average equity   18.32    17.95             17.18


               Commerce Bancorp, Inc. and Subsidiaries
                     Consolidated Balance Sheets
                             (unaudited)

----------------------------------------------------------------------
                                                    December 31,
                                           ---------------------------
(dollars in thousands)                          2002           2001
----------------------------------------------------------------------
Assets
Cash and due from banks                        $811,434      $557,738
Federal funds sold                                    0             0
                                           ---------------------------
              Cash and cash equivalents         811,434       557,738
Loans held for sale                              96,920        73,261
Trading securities                              326,479       282,811
Securities available for sale                 7,806,779     4,152,704
Securities held to maturity                     763,026     1,132,172
 (market value 12/02-$791,889;
  12/01-$1,146,345)
Loans                                         5,822,589     4,583,412
            Less allowance for loan losses       90,733        66,981
                                           ---------------------------
                                              5,731,856     4,516,431
Bank premises and equipment, net                499,189       362,992
Other assets                                    368,298       285,594
                                           ---------------------------
                                            $16,403,981   $11,363,703
                                           ===========================
Liabilities
Deposits:
            Demand:
              Interest-bearing               $5,635,351    $3,608,709
              Noninterest-bearing             3,243,091     2,403,637
            Savings                           2,861,677     1,925,919
            Time                              2,808,722     2,247,329
                                           ---------------------------
              Total deposits                 14,548,841    10,185,594

Other borrowed money                            391,641       264,554
Other liabilities                               345,489       196,485
Trust Capital Securities - Commerce Capital
 Trust I                                              0        57,500
Convertible Trust Capital Securities -
 Commerce Capital Trust II                      200,000             0
Long-term debt                                        0        23,000
                                           ---------------------------
                                             15,485,971    10,727,133
Stockholders' Equity
Common stock, 68,043,171 shares issued
 (65,832,559 shares in 2001)                     68,043        65,833
Capital in excess of par or stated value        538,795       461,897
Retained earnings                               199,604        94,698
Accumulated other comprehensive income          113,614        15,764
                                           ---------------------------
                                                920,056       638,192

Less treasury stock, at cost, 209,794
 shares (200,118 shares in 2001)                  2,046         1,622
                                           ---------------------------
              Total stockholders' equity        918,010       636,570
                                           ---------------------------

                                            $16,403,981   $11,363,703
                                           ===========================


               Commerce Bancorp, Inc. and Subsidiaries
                  Consolidated Statements of Income
                             (unaudited)

----------------------------------------------------------------------
                     Three Months Ended        Twelve Months Ended
                         December 31               December 31
                  ------------------------ ---------------------------
(dollars in
 thousands, except
 per share
 amounts)          2002    2001   % Change   2002     2001    % Change
------------------------------------------ ---------------------------

Interest income
Interest and fees
 on loans         $93,690 $81,689      15% $354,315 $326,723       8 %
Interest on
 investments      108,153  78,577      38   400,191  271,707      47
Other interest        181     932     (81)      865    5,937     (85)
                  ------------------------ ---------------------------
     Total
      interest
      income      202,024 161,198      25   755,371  604,367      25
                  ------------------------ ---------------------------

Interest expense
Interest on
 deposits:
   Demand          13,294  13,201       1    55,413   63,554     (13)
   Savings          7,109   6,942       2    30,232   32,647      (7)
   Time            18,374  22,270     (17)   81,567   98,084     (17)
                  ------------------------ ---------------------------
     Total
      interest on
      deposits     38,777  42,413      (9)  167,212  194,285     (14)
Interest on other
 borrowed money       728     289     152     1,839    3,508     (48)
Interest on long-
 term debt          3,023   1,026     195    13,565    5,248     158
                  ------------------------ ---------------------------
     Total
      interest
      expense      42,528  43,728      (3)  182,616  203,041     (10)
                  ------------------------ ---------------------------

Net interest
 income           159,496 117,470      36   572,755  401,326      43
Provision for loan
 losses             8,000   7,458       7    33,150   26,384      26
                  ------------------------ ---------------------------
Net interest
 income after
 provision for
 loan losses      151,496 110,012      38   539,605  374,942      44

Noninterest income
Deposit charges
 and service fees  36,599  28,011      31   130,993  100,912      30
Other operating
 income            33,616  25,531      32   126,473   94,913      33
Net investment
 securities gains       0       0       0         0      980    (100)
                  ------------------------ ---------------------------
     Total
      noninterest
      income       70,215  53,542      31   257,466  196,805      31
                  ------------------------ ---------------------------

     Total
      Revenues    229,711 171,012      34   830,221  598,131      39
                                      ----                       ----
Noninterest
 expense
Salaries and
 benefits          78,446  56,378      39   276,933  198,034      40
Occupancy          16,102  11,586      39    56,498   39,152      44
Furniture and
 equipment         18,995  14,220      34    66,700   50,724      31
Office              8,643   7,427      16    31,186   26,808      16
Audit and
 regulatory fees
 and assessments    1,391   1,048      33     5,215    4,024      30
Marketing           4,910   5,460     (10)   23,733   18,378      29
Other              32,392  26,030      24   118,903   82,916      43
                  ------------------------ ---------------------------
     Total
      noninterest
      expenses    160,879 122,149      32   579,168  420,036      38
                  ------------------------ ---------------------------

Income before
 income taxes      60,832  41,405      47   217,903  151,711      44
Provision for
 federal and state
 income taxes      20,258  13,175      54    73,088   48,689      50
                  ------------------------ ---------------------------
Net income        $40,574 $28,230      44% $144,815 $103,022      41 %
                  ======================== ===========================

Net income per
 common and common
 equivalent share:
   Basic            $0.60   $0.43      40%    $2.16    $1.59      36 %
                  ------------------------ ---------------------------
   Diluted          $0.57   $0.41      39     $2.04    $1.51      35
                  ------------------------ ---------------------------
Average common and
 common equivalent
 shares outstanding:
   Basic           67,548  65,418       3    66,795   64,666       3
                  ------------------------ ---------------------------
   Diluted         71,505  69,094       3    70,903   68,102       4
                  ------------------------ ---------------------------
Cash dividends,
 common stock       $0.15   $0.14       7%    $0.60    $0.55       9 %
                  ======================== ===========================

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