FILED PURSUANT TO RULE 424(B)(3)
FILE NUMBER 333-9187
SUPPLEMENT TO THE PROSPECTUS DATED FEBRUARY 22, 2000
[LOGO OMITTED]
800,000 SHARES OF COMMON STOCK - TO THE PUBLIC - $10.00 PER SHARE
150,000 WARRANTS TO PURCHASE COMMON STOCK - TO THE ORGANIZERS
COMMERCEFIRST BANCORP, INC.
This supplement to the prospectus of CommerceFirst Bancorp, Inc., is
being sent to potential subscribers in CommerceFirst Bancorp's offering of
shares of its common stock. This supplement amends and adds to the information
provided in the prospectus dated February 22, 2000. If a statement contained in
this supplement changes or supersedes a statement in the prospectus, you should
not consider the statement in the prospectus as accurate, except as modified or
changed.
This supplement is being issued to reflect the extension of the
offering to Friday, August 18, 2000, and to provide updated or other information
about CommerceFirst Bancorp and CommerceFirst Bank which has developed since the
date of the prospectus.
If you have received this supplement but have not received a copy of
the prospectus, or if you want to receive another copy, please contact Richard
J. Morgan, President of CommerceFirst Bancorp, by mail at 1804 West Street,
Annapolis, Maryland 21401 or by telephone at 410.280.6695.
------------------
SHARES OF COMMERCEFIRST BANCORP'S COMMON STOCK ARE NOT DEPOSITS, SAVINGS
ACCOUNTS, OR OTHER OBLIGATIONS OF A DEPOSITORY INSTITUTION AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
INVESTING IN COMMON STOCK INVOLVES INVESTMENT RISKS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON STOCK OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------
The date of this supplement is July 20, 2000
<PAGE>
COMMERCEFIRST BANK OPENS
On June 29, 2000 CommerceFirst Bank opened for business. CommerceFirst
Bank received final approval of its charter from the Maryland Department of
Financial Institutions, and received approval from the FDIC of its application
for deposit insurance, on June 26, 2000. CommerceFirst Bank received approval to
become a member of the Federal Reserve System on June 2, 2000. CommerceFirst
Bancorp received the approval of the Board of Governors of the Federal Reserve
System to become a bank holding company on June 2, 2000.
The main office of CommerceFirst Bank and the executive offices of
CommerceFirst Bancorp and CommerceFirst Bank are located at:
1804 West Street
Annapolis, Maryland 21401
Telephone 410.280.6695
THE OFFERING
On June 28, 2000, CommerceFirst Bancorp accepted subscriptions for
717,100 shares of common stock, broke escrow, and received $7,171,000 in gross
proceeds of the offering from Bank of America, N.A., the escrow agent for the
offering.
We have instructed Registrar and Transfer Company, our transfer agent,
to prepare and deliver certificates for representing the shares of common stock
to those persons whose subscriptions have been accepted as soon as possible. You
should receive your certificates within the next few weeks.
EXTENSION OF THE OFFERING
After the issuance of shares discussed above, 282,900 of the shares
originally offered remain available for issuance, including 200,000 shares
subject to the oversubscription allocation. As a result, we have elected to
extend the final termination of the offering period from the original June 30,
2000 termination date. Unless further extended in the exercise of our sole
discretion, the offering will expire, and we will continue to accept
subscriptions, until 5:00 P.M., eastern time on Friday, August 18, 2000.
Although we believe that the capital we have raised to date is
sufficient to enable CommerceFirst Bank and CommerceFirst Bancorp to carry out
their business plans, and we cannot be sure that we will be able to sell any
additional shares, we believe that it is prudent and cost effective to extend
the offering to seek to raise additional capital during the first months of
CommerceFirst Bank's existence.
OFFERING TERMS AND PROCEDURES
The terms of the offering of the remaining 282,900 shares are the same
as those set forth in the original prospectus. The minimum subscription is 100
shares, and the offering price is $10.00 per share. Subscription agreements,
together with payment in full of the offering, should be submitted to:
Koonce Securities, Inc. (CommerceFirst Bancorp, Inc.)
6550 Rock Spring Drive
Suite 600
Bethesda, Maryland 20817
Telephone No.: 800.368.2806 or 301.897.9700
Escrow Account. We intend to continue to have all subscription funds
received during the remaining term of the offering placed into the escrow
account maintained at Bank of America. As the conditions to withdrawing funds
from escrow have been satisfied, we will be able to accept subscriptions, accept
delivery of the escrowed funds and issue shares at any time. We expect that we
will accept subscriptions on a periodic basis.
-2-
<PAGE>
USE OF PROCEEDS
Set forth below is a tabular presentation reflecting the actual
allocation of the gross proceeds of the offering that have already been
received, as well as the pro forma allocation of proceeds assuming that all of
the remaining shares, other than the oversubscription allocation shares, are
sold. Proceeds from the sale of additional shares will be retained by the
CommerceFirst Bancorp for future contributions to CommerceFirst Bank, holding
company operating expenses and other corporate purposes.
<TABLE>
Actual Pro Forma
--------------------------------- -----------------------------------
Amount % of Net Amount % of Net
Proceeds(1) Proceeds(1)
-------------- ------------------ --------------- -------------------
<S> <C> <C> <C> <C>
COMMERCEFIRST BANCORP:
Gross proceeds $7,171,000 $ 8,000,000
Offering expenses 122,000 122,000
Net proceeds 7,049,000 100% 7,878,000 100%
Capital contributions to CommerceFirst 6,500,000 92.21% 6,500,000 82.51%
Salary(2) 230,000 3.26% 230,000 2.92%
Other pre-opening expense(3) 182,000 2.58% 182,000 2.31%
Working capital 137,000 1.94% 966,000 12.26%
COMMERCEFIRST BANK:
Proceeds of capital contributions 6,500,000 92.21% 6,500,000 82.51%
Premises and equipment expense(4) 425,000 6.03% 425,000 5.39%
Working capital 6,075,000 86.18% 6,075,000 77.11%
(1) Represents, in case of CommerceFirst Bank, percentage of total net proceeds of offering.
(2) Represents pre-opening salary and benefits for the Chairman, President - Chief Executive Officer and Executive Vice
President - Chief Operating Officer of CommerceFirst Bank.
(3) Includes bank and bank holding company application costs and related legal expense, and office expense for pre-opening
period.
(4) Represents estimated costs of outfitting main offices of CommerceFirst Bank.
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Until June 29, 2000, neither CommerceFirst Bancorp nor CommerceFirst
Bank had commenced operations or engaged in any activities except those related
to their organization and raising capital in the offering. These limited
activities have been financed solely by the proceeds of the sale of 650
organizer shares of common stock, for aggregate proceeds of $650,000. Each
organizer share was submitted in payment of the purchase price of 100 shares of
common stock in the offering.
On June 28, 2000 CommerceFirst Bancorp completed the sale of 717,100
shares of common stock, for aggregate proceeds of $7,171,000. CommerceFirst
Bancorp contributed $6,500,000 of the proceeds of the offering to the capital of
CommerceFirst Bank. CommerceFirst Bank has incurred approximately $425,000 in
expenses in leasehold improvements for its main office and in furniture,
fixtures and equipment for such offices, including vaults, teller equipment,
computer work stations, furniture for the branch lobby and administrative
offices and other equipment. Under the lease for the 1804 West Street location,
a substantial portion of the construction costs for the "build-out" are being
paid for by the landlord. We began paying rent at the lower, pre-opening rate,
on the West Street location in April 2000, and full rent began in July 2000.
CommerceFirst Bank will contract its data processing requirements to an outside
vendor. CommerceFirst Bancorp currently has 12 full time employees.
CommerceFirst Bancorp reported a net loss of $173,792 for the quarter
ended March 31, 2000. From date of inception to March 31, 2000 CommerceFirst
Bancorp reports a cumulative loss of $449,975. The loss is attributable
primarily to start-up costs associated with filing fees, legal fees and salary
expenses. CommerceFirst Bancorp did earn $8,731 in interest income from
organizer and subscription funds during the first quarter of 2000.
CommerceFirst Bancorp believes that the proceeds of the offering,
$7,171,000 already received, $8,000,000 if the maximum number of shares are
sold, and $10,000,000 if all of the oversubscription shares are sold, will be
sufficient to fund the expenses of operations of CommerceFirst Bank and
CommerceFirst Bancorp for at least twelve months after the offering, and does
not anticipate a need to raise additional capital during that period.
-3-
<PAGE>
DIRECTOR DESIGNATES OF COMMERCEFIRST BANK
We have recently identified a number of additional individuals who we
believe will be valuable members of the Board of Directors of CommerceFirst
Bank. Subject to receiving the necessary approvals of our state and federal
banking regulators, we have appointed the following seven individuals as members
of the Board of Directors of CommerceFirst Bank.
John J. Barron. Mr. Barron, 54, currently a private investor, served
from 1994 to 1999 as Vice President for Business Development and Logistics of
Day-Timers, Inc., a subsidiary of Fortune Brands, Inc. and provider of time
management and organizational solutions. Among Mr. Barron's accomplishments with
Day-Timers was the development and introduction of Day-Timer Personal Pages,
allowing customers to publish digitally printed, customized planners. From 1985
to 1994, Mr. Barron served first as Senior Vice President for Operations and
later as Senior Vice President for Manufacturing of ACCO USA, Inc., a leading
global supplier of office products including such premier brands as Day-Timer,
Swingline and ACCO. Mr. Barron also serves as Past President and a Director of
Binding Industries of America. Mr. Barron has recently moved to Anne Arundel
County, where he intends to be actively involved in local business.
Jeri Clement. Ms. Clement, 68, is President of American Wood Moulding,
L.L.C., a wood moulding manufacturing company co-founded by Ms. Clement in 1979.
As President, Ms. Clement has been responsible for growing American Wood
Moulding, L.L.C. from a 3 employee company with 10,000 square feet of warehouse
space, following its organization, to a 2,500 employee company with warehouses
in Baltimore, Pittsburgh, Connecticut, Kansas City, California and El Paso,
Texas and manufacturing facilities in California, South Carolina, Mexico, Brazil
and New Zealand. American Wood Moulding, L.L.C. is currently preparing to enter
into a venture to operate wood mills in Russia. With distribution and
manufacturing sales of approximately $200,000,000, American Wood Moulding,
L.L.C.'s customers include Home Depot, Lowes and 84 Lumber. Ms. Clement is a
resident of Anne Arundel County.
Charles F. Delavan. Mr. Delavan, 54, an attorney engaged in private and
public practice since 1973 is a principal of Blumenthal, Delavan & Williams,
P.A., an Annapolis based law firm specializing in land use, administrative law,
real estate sales and acquisitions and condemnation litigation. Mr. Delavan is a
member of the Maryland, United States District Court for the District of
Maryland, and U.S. Court of Appeals for the Fourth Circuit bars and his practice
areas include real estate law, zoning law and administrative law. Mr. Delavan
currently serves as the Chairman of the Annapolis and Anne Arundel County
Chamber of Commerce and is General Counsel to Leadership, a program established
to strengthen and diversify leadership within Anne Arundel County. Mr. Delavan
also serves as a member of the Urban Land Institute and the American Planning
Association. Mr. Delavan is a resident of Anne Arundel County.
Gregory A. Gray. Mr. Gray, 42, is President of Eastern Waterproofing &
Restoration Co., Inc., a contracting firm that specializes in concrete and
masonry restoration. Eastern Waterproofing & Restoration Co., Inc. provides
service to the entire Mid-Atlantic region. Eastern Waterproofing & Restoration
Co., Inc. was established in 1990, originally headquartered in Calverton,
Maryland and is now located in Jessup, Maryland. Mr. Gray is actively involved
in several professional associations, including the American Concrete Institute,
the International Concrete Repair Institute, the International Parking
Association and the Construction Specification Institute. Mr. Gray has also been
actively involved in such charitable organizations as the Grant-A-Wish
foundation and was recently recognized by the students of Shipley Choice
Elementary School for his contributions in rebuilding the school's playground.
Mr. Gray is a resident of Anne Arundel County.
Charles L. Hurtt, Jr., CPA. Mr. Hurtt, 53, is the founder and President
of Charles L. Hurtt, Jr., P.A., a certified public accounting firm located in
Pasadena, Maryland. In addition to providing traditional accounting and tax
services to small and medium size businesses, the firm also assists clients in
retirement and investment planning. Mr. Hurtt serves as a trustee for several
privately held trusts. Mr. Hurtt has been involved in several charitable and
civic organizations, including organizations involved in youth programs in
Prince George's County and as a director of the Crusade Athletic League. Mr.
Hurtt is also active in several professional associations, including the
Maryland Society of Accountants, the National Society of Accountants and the
Maryland Association of Certified Public Accountants. Mr. Hurtt is a director of
the Hidden Harbour I Association in Ocean City, Maryland and is a resident of
Anne Arundel County.
-4-
<PAGE>
Nicholas J. Marino. Mr. Marino, 47, is engaged in the transportation
business specializing in volume, truckload movements as well as en-route
consolidation and distribution services as President of Marino Transportation
Services, LLC, headquartered in Arnold, Maryland. Mr. Marino also serves as a
Director and Partner of 151 Tire Systems, Inc., a producer of new and re-tread
designed tires for the trucking industry with manufacturing facilities in
Maryland and Indiana. From 1993 until 2000, Mr. Marino served first as the Vice
President of Preston Trucking Company, Inc. and later as a Senior Vice President
and lastly as the Chief Operating Officer of Preston Trucking Company, Inc.
where he was responsible for overseeing operations of 60 transportation
terminals located in 20 states, including Canada and Puerto Rico. Mr. Marino is
a resident of Anne Arundel County.
Don Riddle. Mr. Riddle, 52, is President of Homestead Gardens, Inc. the
largest enclosed garden center in the Baltimore and Washington, D.C.
metropolitan areas and the third largest single location independent garden
center in the United States. Mr. Riddle founded Homestead Gardens in 1970 in the
backyard of his home in Hyattsville, Maryland. In 1973, Homestead Gardens, Inc.
was incorporated and its new facilities located on Central Avenue in
Davidsonville, Maryland were opened. Mr. Riddle is involved in several
charitable and civic organizations, including as a Board Member for the American
Lung Association of Maryland and Londontown Gardens and Publik House. Mr. Riddle
is also active in several professional associations, including the Annapolis
Business Association. In July 2000, Mr. Riddle will become president of the
Garden Centers of America. Mr. Riddle is a resident of Anne Arundel County.
ADDITIONAL INFORMATION REGARDING DIRECTORS OF COMMERCEFIRST BANK
Mr. John A. Richardson, a director of CommerceFirst Bank, retired in
April 2000 as President of Branch Electric Company,
Inc., a position he held since 1968.
-5-
<PAGE>
SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN SHAREHOLDERS
The following table sets forth information concerning the ownership of shares
by
o Directors and Officers of CommerceFirst Bancorp,
o each person who may acquire common stock in this offering in excess of
5%,
o all Directors and Officers of CommerceFirst Bancorp as a group,
o all Directors and Officers of CommerceFirst Bancorp and CommerceFirst
Bank as a group,
o all Directors and Officers of CommerceFirst Bancorp and CommerceFirst
Bank and all Directors Designate of CommerceFirst Bank as a group, and
o all Directors, Officers and Organizers of CommerceFirst Bancorp and
CommerceFirst Bank and all Directors Designate of CommerceFirst Bank as
a group.
The information presented is based on the 717,100 outstanding shares sold in the
initial closing under the offering and assuming the sale of all remaining shares
other than the oversubscription shares. Directors, Officers and Directors
Designate may buy additional shares in the offering.
<TABLE>
% of Outstanding Shares
---------------------------
Name Position Shares Actual(1) Maximum(2)
---------------------------------------- ---------------------------------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
CommerceFirst Bancorp:
Edward B. Howlin, Jr. Director of CommerceFirst Bancorp and 100,000 13.95% 12.50%
CommerceFirst Bank
Milton D. Jernigan, II(3) Chairman of the Board of Directors of 25,300 3.53% 3.16%
Alvin R. Maier Vice Chairman of the Board of 28,100 3.92% 3.51%
Richard J. Morgan President, Chief Executive Officer and 5,000 0.70% 0.63%
Lamont Thomas Executive Vice President, Chief 20,400 2.84% 2.55%
Operating Officer and Director of
CommerceFirst Bancorp and
CommerceFirst Bank
-------------- ------------- ------------
All directors and officers of
CommerceFirst Bancorp as a group (5
persons) 178,800 24.93% 22.35%
============== ============= ============
All directors and officers of
CommerceFirst Bancorp and
CommerceFirst Bank as a group (15
persons) 346,300 48.29% 43.29%
============== ============= ============
All directors and officers of
CommerceFirst Bancorp and
CommerceFirst Bank and directors
designate of CommerceFirst Bank as a
group (22 persons) 406,300 56.66% 50.79%
============== ============= ============
All directors, officers and organizers of CommerceFirst Bancorp and
CommerceFirst Bank and all directors designate of CommerceFirst Bank as a
group (23 persons) 438,300(3) 61.12% 54.79%
============== ============= ============
(1) Based on 717,100 shares issued and outstanding as of June 28, 2000.
(2) Based on 800,000 shares issued and outstanding.
(3) Citizens, Inc. the Pennsylvania bank holding company which is an organizer of CommerceFirst Bancorp and CommerceFirst Bank,
will purchase 4.99% of the aggregate number of shares sold in the offering. If all 800,000 shares are issued, the number of
shares owned by all Directors, Officers and Organizers of CommerceFirst Bancorp and CommerceFirst Bank and all Directors
Designate of CommerceFirst Bank as a group will increase to 446,220, or 55.78% of the then outstanding shares.
</TABLE>
The table above does not reflect the issuance of warrants under
CommerceFirst Bancorp's warrant plan. Each organizer will receive warrants to
purchase a minimum of 5,000 shares as a result of the organizers' purchases of
organizer shares. Organizers will also be entitled to receive additional
warrants based upon the number of shares purchased in the offering by them and
certain related parties The final allocation of warrants will not be determined
until the final closing of the offering. The warrants will not be exercisable
until at least one year after the final closing of the offering. At the request
of the FDIC, the warrant plan has been revised to permit an organizer to
exercise warrants only while he is a director, or within the ninety (90) day
period after he ceases being a director, of CommerceFirst Bancorp or
CommerceFirst Bank for reasons other than death or disability, rather than the
one year period provided in the plan.
-6-
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Independent Auditor's Report..............................................F-1
Balance Sheet of CommerceFirst Bancorp at March 31, 2000..................F-2
Statement of Operations...................................................F-3
Statement of Changes in Stockholders' Deficit.............................F-4
Statement of Cash Flows...................................................F-5
Notes to Financial Statements.............................................F-6
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
CommerceFirst Bancorp, Inc.
Annapolis, MD 21401
We have audited the accompanying balance sheet of CommerceFirst Bancorp, Inc. (a
Development Stage Company) as of March 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for the period July
9, 1999 (date of inception) to March 31, 2000. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on the audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CommerceFirst Bancorp, Inc. ( a
Development Stage Company) as of March 31, 2000 and the results of operations
and cash flows for the period July 9, 1999 (date of inception) to March 31, 2000
in conformity with generally accepted accounting principles.
/s/ Trice Geary & Myers, L.L.C.
Salisbury, Maryland
May 15, 2000
F-1
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2000
<TABLE>
<S> <C>
ASSETS
Cash $ 331,321
Security deposit 15,000
Equipment at cost, less accumulated
depreciation of $1,148 8,406
---------
TOTAL ASSETS $ 354,727
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 154,702
---------
COMMITMENTS
STOCKHOLDERS' EQUITY
Common Stock
$.01 par value, 4,000,000 shares authorized,
65,000 shares issued & outstanding 650
Surplus 649,350
Deficit accumulated during the
development stage (449,975)
---------
TOTAL STOCKHOLDERS' EQUITY 200,025
---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 354,727
=========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-2
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY 9, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C>
REVENUES:
Interest income $ 12,722
---------
EXPENSES:
Depreciation 1,148
Legal and professional 165,751
Salaries 214,302
Rent 17,500
Marketing and consulting 33,007
Office supplies 19,241
Business development 2,980
Miscellaneous 8,768
---------
Total expenses 462,697
---------
LOSS BEFORE INCOME TAX BENEFIT (449,975)
INCOME TAX BENEFIT --
---------
NET LOSS $(449,975)
=========
EARNINGS (LOSS) PER SHARE
Basic net loss per share $ (11.33)
=========
Diluted net loss per share $ (11.33)
=========
Weighted average shares of
common stock outstanding 39,722
=========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 9, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<CAPTION>
Common Surplus Deficit Accumulated Total
Stock During the
(Par Value) Development Stage
<S> <C> <C> <C> <C>
BALANCES AT JULY 9, 1999 $ - $ - $ - $ -
Issuance of Common Stock 650 649,350 650,000
Net Loss (449,975) (449,975)
--------- --------- --------- ---------
BALANCES AT MARCH 31, 2000 $ 650 $ 649,350 $(449,975) $ 200,025
========= ========= ========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 9, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(449,975)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation 1,148
Increase in accounts payable and
accrued expenses 154,703
Increase in security deposit (15,000)
---------
Net cash used by
operating activities (309,124)
=========
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment (9,555)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
common stock to organizers 650,000
NET INCREASE IN CASH 331,321
CASH AT BEGINNING OF PERIOD -
TOTAL CASH 331,321
---------
CASH AT END OF PERIOD $ 331,321
=========
Supplemental Cash Flows Information:
Interest payments $ -
=========
Income tax payments $ -
=========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-5
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM JULY 9, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
CommerceFirst Bancorp, Inc. (the "Company") was incorporated on July 9, 1999
under the laws of the State of Maryland to operate as a bank holding company of
a proposed new commercial bank with the name CommerceFirst Bank (the "Proposed
Bank"). It is intended that the Company will purchase all the shares of common
stock to be issued by the Proposed Bank. The Company's operations to date have
been limited to taking necessary actions to organize and capitalize the Company
and the Proposed Bank. The Proposed Bank has not commenced operations and will
not do so unless the public offering of stock by the Company is successful and
the Proposed Bank meets the conditions and approvals of the Maryland Department
of Financial Regulation and the Board of Governors of the Federal Reserve System
to receive its charter authorizing it to commence operations as a commercial
bank, has obtained the approval of the Federal Deposit Insurance Corporation
("FDIC") to insure its deposit accounts, and meets certain other regulatory
requirements.
The Proposed Bank will seek to operate as a local business bank alternative to
the superregional financial institutions which dominate its primary market area
within Anne Arundel County and surrounding areas. The Proposed Bank will focus
on relationship banking, providing each customer with a number of services,
familiarizing itself with, and addressing itself to, customer needs in a
proactive, personalized fashion. The accounting policies of the Company conform
to generally accepted accounting principles and general practices within the
banking industry.
Significant accounting policies not disclosed elsewhere in the financial
statements are as follows:
DEPRECIATION
------------
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets.
CREDIT RISK
-----------
The Company has deposits in a financial institution in excess of amounts insured
by the FDIC; however, this institution is considered to be a sound institution
within the industry.
F-6
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS (LOSS) PER SHARE
-------------------------
Basic net loss per common share is computed by dividing net loss available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted net loss per common share is computed by dividing net
loss available to common stockholders by the weighted average number of common
shares outstanding during the period, including any potential dilutive common
shares outstanding, such as options and warrants.
NOTE 2. INCOME TAXES
Federal and state income tax expense (benefit) consists of the following for the
period ended March 31, 2000:
Current federal income tax $ -
Current state income tax -
Deferred federal income tax expense (benefit) -
Deferred state income tax expense (benefit) -
Total income tax expense (benefit) $ -
=====
The following chart is a summary of the tax effect of temporary differences that
give rise to a significant portion of deferred tax assets:
Deferred tax assets:
Net operating loss carryforward $77,993
Start-up expenditures 16,277
94,270
Less valuation - allowance (94,270)
Total deferred tax assets $ -
=======
F-7
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2. INCOME TAXES (CONTINUED)
No income tax benefit or deferred tax asset is reflected in the financial
statements. Deferred tax assets are recognized for future deductible temporary
differences and tax loss carryforward if their realization is "more likely than
not".
NOTE 3. EMPLOYMENT CONTRACTS
The Company has employment agreements with the Chairman of the Board of
Directors, President, and Executive Vice President, which will expire July 14,
2002, August 2, 2004, and August 1, 2004, respectively. In the event the
agreements are terminated by the Company without cause, the Company will
continue to pay annual compensation and benefits as severance compensation for a
period of one year. The agreements also grant to the above individuals certain
specified levels of non-transferable incentive stock options to purchase shares
of the Company at an exercise price equal to the initial offering price per
share upon opening of the Proposed Bank. Annual stock options will also be
provided at the discretion of the Board of Directors of the Company.
NOTE 4. ISSUANCE OF COMMON STOCK
Organizational activities of the Company have been funded by the purchase of
organizer shares by each of the 13 organizers. Each organizer has purchased 50
shares of common stock at a price of $1,000 per share, or an aggregate of
$650,000 and 650 shares of common stock. Each of these shares will be used for
the purchase of 100 shares of common stock in the offering. The shares to be
purchased in the offering with the organizer shares will be counted in
determining whether the minimum number of shares is subscribed for in the
offering. In anticipation of the successful completion of the offering, the
share information is presented in the equity section of the balance sheet and in
the earnings (loss) per share calculation displayed on the statement of
operations has been adjusted to reflect the conversion of each organizer share
into 100 shares of common stock.
NOTE 5. COMMON STOCK SUBSCRIPTION FUNDS
As a result of the Company's prospectus dated February 22, 2000, the Company,
through an escrow agent, has been receiving subscriptions for the Company's
common stock. As of March 31, 2000, the amount received was $2,273,500; these
funds are invested in short-term government obligations and investments that are
permissible under Commission rule 15c2-4. If the Company or the Proposed Bank
does not receive all necessary regulatory approvals, the subscription funds will
be returned to the investors.
F-8
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 6. WARRANTS AND OPTIONS
The Board of Directors of the Company has adopted a Warrant Plan which will
issue non-transferable warrants to each organizer. The maximum number of
warrants to be issued under the plan will equal 15% of the total shares of stock
sold by the Company in the offering. Each organizer will first be allocated a
number of warrants equal to the number of shares purchased by the organizer in
the offering. Remaining warrants for the organizers will be allocated in the
proportion that the number of shares purchased by the organizers bears to the
total number of shares purchased by all organizers, limited to the total number
of shares purchased by the organizers in the offering.
The warrants will vest over 3 years at a rate of 30%, 30% and 40%, respectively
and vested warrants will entitle the holder thereof to purchase one share of
stock. The exercise price of each warrant will be $10 per share and must be
exercised, unless earlier called by the Company, not later than 10 years from
the date of termination of the offering. Generally, vested warrants will also
expire 1 year following the date that the organizer ceases to be a director of
the Proposed Bank. Warrants may be called by the Company in the event that a
merger, sale, acquisition, share exchange or other similar extraordinary event
is approved by the Board of Directors of the Company. Upon call by the Company,
warrant holders will have 90 days in which to exercise their warrants. If they
are not exercised, the Company will pay the warrant holder the difference
between the exercise price of the warrant and the fair market value of the stock
of the Company at the time of the closing of the transaction. In the event that
an applicable state or federal regulatory authority determine that the Proposed
Bank's capital fails to meet minimum capital requirements, such regulatory
authority may direct the Company to call all outstanding warrants. Any warrants
not exercised will be thereafter forfeited.
The Board of Directors of the Company intends to adopt a stock option plan as a
performance incentive for its and the Proposed Bank's officers and key
employees.
NOTE 7. RELATED PARTY TRANSACTIONS
The Company has incurred approximately $65,000 of legal expenses with a law firm
of which the Chairman of the Board of the Company is also a principal. The
Company also sub-leases office space in Annapolis, Maryland for $1,500 per month
from this law firm. The terms of the sub-lease agreement appear to be at least
as favorable as what could have been attained from an unaffiliated party.
Accounts payable and accrued expenses include $25,206 payable to the law firm
and $73,834 of unpaid officer salaries. The Company has also incurred $12,541 of
expenses with a computer consulting firm of which an organizer of the Company is
also a principal.
F-9
<PAGE>
COMMERCEFIRST BANCORP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 8. LEASE COMMITMENTS
The Company is obligated under an operating lease for a facility to serve as
executive offices for the Company and as the main banking office for the
Proposed Bank. The lease contains an escalation clause providing for increased
rent of 3% per year and includes renewal options. In the event that all
regulatory approvals required for the opening of the Proposed Bank are not
received, the lease can be terminated by the payment of a fee of $100,000 in
addition to a forfeiture of a $15,000 deposit. Lease expense for the period
ended March 31, 2000 was $17,500. The future minimum lease commitments are
approximately as follows:
March 31, 2001 $128,000
2002 158,000
2003 163,000
2004 167,000
2005 172,000
Thereafter 29,000
NOTE 9. SUBSEQUENT EVENT
On April 12, 2000, the Company received written notification from the State of
Maryland that their charter had been approved.
F-10
