SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File #0-12874
COMMERCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2433468
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
Commerce Atrium, 1701 Route 70 East, Cherry Hill, New Jersey 08034-5400
(Address of Principal Executive Offices) (Zip Code)
(609) 751-9000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No ____
<PAGE>
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practical date.
Common Stock 11,344,354
(Title of Class) (No. of Shares Outstanding
as of 05/01/96)
Series C ESOP Cumulative Con-
vertible Preferred Stock 417,000
(Title of Class) (No. of Shares Outstanding
as of 05/01/96)
<PAGE>
COMMERCE BANCORP, INC. AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)
March 31, 1996 and December 31, 1995
Consolidated Statements of Income (unaudited)
Three months ended March 31, 1996 and
March 31, 1995
Consolidated Statements of Cash Flows (unaudited)
Three months ended March 31, 1996 and
March 31, 1995
Notes to Consolidated Financial Statements
(unaudited)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
Commerce Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets
(unaudited)
March 31, December 31,
(dollars in thousands) 1996 1995
<S> <C> <C>
Assets
Cash and due from banks $ 139,683 $ 147,465
Federal funds sold 6,700 29,550
---------- ----------
Cash and cash equivalents 146,383 177,015
Mortgages held for sale 6,715 5,442
Trading securities 5,150 8,843
Securities available for sale 591,662 520,314
Securities held to maturity:
U.S. Government agency mortgage-backed obligations 635,986 653,412
Obligations of state and political subdivisions 15,445 12,289
Other securities 16,993 17,001
---------- ----------
Total securities held to maturity
(market value 1996-$644,440; 1995-$671,539) 668,424 682,702
Loans 942,084 907,515
Less allowance for loan losses 13,451 13,320
---------- ----------
928,633 894,195
Bank premises and equipment, net 74,769 74,289
Other assets 49,181 53,094
---------- ----------
$2,470,917 $2,415,894
========== ==========
Liabilities
Deposits:
Demand:
Interest-bearing $ 679,443 $ 657,568
Noninterest-bearing 428,951 439,609
Savings 490,611 485,522
Time 675,703 642,399
---------- ----------
Total deposits 2,274,708 2,225,098
Other liabilities 8,444 1,417
Obligation to Employee Stock Ownership Plan (ESOP) 4,103 4,359
Long-term debt 23,000 23,000
---------- ----------
2,310,255 2,253,874
Stockholders' Equity
Common stock, 11,414,545 shares issued (11,337,719 shares in 1995) 17,834 16,880
Series C preferred stock, 417,000 shares authorized, issued and outstanding
(liquidating preference: $18.00 per share totaling
$7,506) 7,506 7,506
Capital in excess of par or stated value 124,481 112,894
Retained earnings 16,568 30,723
---------- ----------
166,389 168,003
Less commitment to ESOP 4,103 4,359
Less treasury stock, at cost, 100,159 common shares
in 1996 (100,159 in 1995) 1,624 1,624
---------- ----------
Total stockholders' equity 160,662 162,020
---------- ----------
$2,470,917 $2,415,894
========== ==========
</TABLE>
<PAGE>
Commerce Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
(dollars in thousands, except per share amounts) 1996 1995
<S> <C> <C>
Interest income
Interest and fees on loans $21,185 $18,679
Interest on investments 19,434 21,082
Other interest 1,251 656
------- -------
Total interest income 41,870 40,417
------- -------
Interest expense
Interest on deposits:
Demand 4,022 3,408
Savings 2,682 2,686
Time 9,516 6,910
------- -------
Total interest on deposits 16,220 13,004
Interest on other borrowed money 31 4,027
Interest on long-term debt 506 506
------- -------
Total interest expense 16,757 17,537
------- -------
Net interest income 25,113 22,880
Provision for loan losses 674 857
------- -------
Net interest income after provision for loan losses 24,439 22,023
Noninterest income
Deposit charges and service fees 4,713 3,684
Other operating income 1,225 909
Net investment securities gains 517 0
------- -------
Total noninterest income 6,455 4,593
------- -------
Noninterest expense
Salaries 7,199 6,252
Benefits 1,909 1,859
Occupancy 2,617 1,940
Furniture and equipment 2,829 2,146
Office 2,131 1,633
Audit and regulatory fees and assessments 382 1,241
Marketing 956 657
Other real estate (net) 450 698
Other 2,652 1,953
------- -------
Total noninterest expenses 21,125 18,379
------- -------
Income before income taxes 9,769 8,237
Provision for federal and state income taxes 3,508 2,994
------- -------
Net income 6,261 5,243
Dividends on preferred stocks 141 141
------- -------
Net income applicable to common stock $ 6,120 $ 5,102
======= =======
Net income per common and common equivalent share:
Primary $ 0.52 $ 0.49
------- -------
Fully diluted $ 0.51 $ 0.47
------- -------
Average common and common equivalent shares outstanding:
Primary 11,675 10,482
------- -------
Fully diluted 12,261 11,069
------- -------
Cash dividends declared, common stock $ 0.17 $ 0.15
======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Commerce Bancorp, Inc. And Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended March 31,
(dollars in thousands) 1996 1995
<S> <C> <C>
Operating activities
Net income $ 6,261 $ 5,243
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 674 857
Provision for depreciation, amortization and accretion 3,981 3,018
Gains on sales of securities available for sale (517) 0
Proceeds from sales of mortgages held for sale 2,103 5,214
Originations of mortgages held for sale (3,376) (4,153)
Net loan (chargeoffs) recoveries (543) 16
Net decrease (increase) in trading securities 3,693 (2,304)
Decrease (increase) in other assets 7,766 (4,388)
Increase in other liabilities 7,027 3,662
--------- ---------
Net cash provided by operating activities 27,069 7,165
Investing activities
Proceeds from the sales of securities available for sale 20,395 0
Proceeds from the maturity of securities available for sale 16,982 4,031
Proceeds from the maturity of securities held to maturity 16,653 21,782
Purchase of securities available for sale (120,038) (200)
Purchase of securities held to maturity (3,158) (1,207)
Net increase in loans (36,201) (19,307)
Proceeds from sales of loans 1,632 1,150
Purchases of premises and equipment (2,859) (2,748)
--------- ---------
Net cash (used) provided by investing activities (106,594) 3,501
Financing activities
Net increase (decrease) in demand and savings deposits 16,306 (10,479)
Net increase in time deposits 33,304 133,849
Net decrease in other borrowed money 0 (167,992)
Issuance of common stock 0 25,851
Dividends paid (2,038) (1,517)
Proceeds from issuance of common stock under
dividend reinvestment and other stock plans 1,272 724
Purchase of treasury stock 0 (343)
Other 49 49
--------- ---------
Net cash provided (used) by financing activities 48,893 (19,858)
Decrease in cash and cash equivalents (30,632) (9,192)
Cash and cash equivalents at beginning of year 177,015 129,447
--------- ---------
Cash and cash equivalents at end of period $ 146,383 $ 120,255
--------- ---------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 16,725 $ 18,444
Income taxes 80 131
--------- ---------
</TABLE>
<PAGE>
COMMERCE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
A. Consolidated Financial Statements
The consolidated financial statements included herein have been
prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The
accompanying condensed consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods presented. Such
adjustments are of a normal recurring nature. These condensed
consolidated financial statements should be read in conjunction with
the audited financial statements and the notes thereto included in the
registrant's Annual Report for the period ended December 31, 1995. The
results for the three months ended March 31, 1996 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 1996.
The consolidated financial statements include the accounts of
Commerce Bancorp, Inc. (the "Company") and all of its subsidiaries,
including Commerce Bank, N.A. ("Commerce NJ"), Commerce
Bank/Pennsylvania, N.A. and Commerce Bank/Shore, N.A. All material
intercompany transactions have been eliminated.
B. Commitments
In the normal course of business, there are various outstanding
commitments to extend credit, such as letters of credit and unadvanced
loan commitments, which are not reflected in the accompanying
consolidated financial statements. Management does not anticipate any
material losses as a result of these transactions.
C. Employee Stock Ownership Plan (ESOP) Debt Guarantee
The Company has guaranteed a debt obligation of its Employee
Stock Ownership Plan ("ESOP") which originated at $7,500,000 and has
been reduced to $4,103,000 through principal reductions. Accordingly,
the loan amount is reflected in the Company's consolidated balance
sheet as a liability and an equal amount, representing deferred
employee benefits, has been recorded as a deduction from stockholders'
equity. The ESOP obtained the loan in 1990 to acquire a new class of
Company Cumulative Convertible Preferred Stock (Series C) at a price
of $18.00 per share. The loan was refinanced in 1994, and is payable
in quarterly installments with the final payment due January 28, 2000.
The loan bears interest at a variable rate, although the rate can be
fixed at future repricing dates in accordance with the loan agreement.
As the Company makes annual contributions to the ESOP, these
contributions, plus dividends from the Company's Series C Preferred
Stock held by the ESOP, will be used to repay the loan.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation Capital Resources
At March 31, 1996, stockholders' equity totaled $160.7 million or
6.50% of total assets, compared to $162.0 million or 6.71% of total
assets at December 31, 1995.
The table below presents a comparison of the Company's and each
of its three bank subsidiaries risk-based capital ratios and leverage
ratios to the minimum regulatory requirements for the periods
indicated.
<TABLE>
<CAPTION>
Capital
Excess
Minimum as of
March 31, March 31, Regulatory March 31,
1996 1995 Requirements 1996
(in thousands)
<S> <C> <C> <C> <C>
Company
Risk based capital ratios:
Tier 1 13.00% 13.09% 4.00% $111,310
Total capital 15.95 16.45 8.00 98,300
Leverage ratio 6.59 6.09 3.00-5.00 87,540 (1)
Commerce NJ
Risk based capital ratios:
Tier 1 14.45% 14.37% 4.00% $100,280
Total capital 15.60 15.53 8.00 72,910
Leverage ratio 7.35 6.79 3.00-5.00 82,110 (1)
Commerce PA
Risk based capital ratios:
Tier 1 13.99% 12.68% 4.00% $ 13,560
Total capital 14.79 13.82 8.00 9,210
Leverage ratio 6.80 6.63 3.00-5.00 10,600 (1)
Commerce Shore Risk based capital ratios:
Tier 1 13.94% 13.22% 4.00% $14,140
Total capital 14.89 14.48 8.00 9,800
Leverage ratio 6.28 6.40 3.00-5.00 10,360 (1)
<FN>
(1) Based on a minimum regulatory requirement of 3.00%
</FN>
</TABLE>
At March 31, 1996, the Company's consolidated capital levels and
each of the Company's bank subsidiaries met the regulatory definition
of a "well capitalized" financial institution, i.e., a leverage
capital ratio exceeding 5%, a Tier 1 risk-based capital ratio
exceeding 6%, and a total risk-based capital ratio exceeding 10%.
<PAGE>
Deposits
Total deposits at March 31, 1996 were $2.27 billion, up $316.8
million, or 16% over total deposits of $1.96 billion at March 31,
1995, and up by $49.6 million, or 2% from year-end 1995. Deposit
growth during the first three months of 1996 was largely from the
public sector.
Interest Rate Sensitivity and Liquidity
An interest rate sensitive asset or liability is one that, within
a defined time period, either matures or experiences an interest rate
change in line with general market interest rates. The objective of
interest rate risk management is to monitor and manage the sensitivity
of net interest income to changing interest rates and other factors in
order to meet the Company's overall financial goals.
Management considers the simulation of net interest income in
different interest rate environments to be the best indicator of the
Company's interest rate risk. Income simulation analysis captures not
only the potential of all assets and liabilities to mature or reprice,
but also the probability that they will do so. Income simulation also
attends to the relative interest rate sensitivities of these items,
and projects their behavior over an extended period of time. Finally,
income simulation permits management to assess the probable effects on
the balance sheet not only of changes in interest rates, but also of
proposed strategies for responding to them.
The Company's income simulation model analyzes interest rate
sensitivity by projecting net income over the next 24 months in a flat
rate scenario versus net income in alternative interest rate
scenarios. Management continually reviews and refines its interest
rate risk management process in response to the changing economic
climate. Currently, the Company's model projects a proportionate 200
basis point change during the next year, with rates remaining constant
in the second year. The Company's Asset/Liability Committee (ALCO)
policy has established that interest income sensitivity will be
considered acceptable if net income in the above interest rate
scenario is within 15 percent of net income in the flat rate scenario
in the first year and within 30 percent over the two year time frame.
At March 31, 1996, the Company's income simulation model indicates an
acceptable level of interest rate risk.
In the event the Company's interest rate risk models indicate an
unacceptable level of risk, the Company could undertake a number of
actions that would reduce this risk, including the sale of a portion
of its available for sale portfolio, or the use of risk management
strategies such as interest rate swaps and caps. In order to reduce
the potential impact from a dramatic increase in interest rates, the
Company entered into interest-rate cap agreements during the first
quarter of 1995. The strike price of the agreements exceeds current
market interest rates. The agreements are for a notional amount of
$200 million for a period of two years.
Management also monitors interest rate risk by utilizing a market
value of equity model. The model assesses the impact of a change in
interest rates on the market value of all the Company's assets and
liabilities, as well as any off balance sheet items. The model
calculates the market value of the Company's assets and liabilities in
excess of book value in the current rate scenario, and then compares
the excess of market value over book value given an immediate 200
basis point increase in rates. The Company's ALCO policy indicates
that the level of interest rate risk is unacceptable if the immediate
200 basis point increase would result in the loss of 100% or more of
the excess of market value over book value in the current rate
scenario.
<PAGE>
At March 31, 1996, the market value of equity model indicates an
acceptable level of interest rate risk.
Liquidity involves the Company's ability to raise funds to
support asset growth or decrease assets to meet deposit withdrawals
and other borrowing needs, to maintain reserve requirements and to
otherwise operate the Company on an ongoing basis. The Company's
liquidity needs are met by growth in core deposits, its cash and
federal funds sold position, cash flow from its amortizing investment
and loan portfolios, as well as the use of short-term borrowings, as
required.
Interest Earning Assets
For the three month period ended March 31, 1996, interest earning
assets increased $66.4 million from $2.15 billion to $2.22 billion.
This increase was primarily in investment securities and the loan
portfolio as described below.
Loans
During the first three months of 1996, loans increased $34.7
million from $907.5 million to $942.1 million. At March 31, 1996,
loans represented 41% of total deposits and 38% of total assets.
The increase in the loan portfolio was due primarily to loans
secured by 1-4 family residential properties (including home equity
loans) and loans secured by commercial real estate properties.
Investments
In total, for the first three months of 1996, securities
increased $53.4 million from $1.21 billion to $1.27 billion. Deposit
growth and other funding sources were used to increase the Company's
available for sale portfolio, which rose $71.3 million to $591.7
million from $520.3 million at year-end 1995. Securities held to
maturity decreased from $682.7 million to $668.4 million reflecting
payments on the existing portfolio. At March 31, 1996, the average
life of the investment portfolio is approximately 6.6 years.
Short-term investments (Federal funds sold) decreased $22.9
million from $29.6 million to $6.7 million. At March 31, 1996, total
securities and Federal funds sold aggregated $1.27 billion and
represented 51% of total assets.
Net Income
Net income for the first quarter of 1996 was $6.3 million, an
increase of $1.0 million over the $5.2 million recorded for the first
quarter of 1995. The increase was due to an increase in net interest
income, as well as reduced loan loss provisions and increased
noninterest income, which offset increased overhead expenses. On a per
share basis, fully-diluted net income for the first quarter of 1996
was $.51 per common share compared to $.47 per common share for the
first quarter of 1995.
<PAGE>
Return on average assets (ROA) and return on average equity (ROE)
for the first quarter of 1996 were 1.02% and 15.35%, respectively,
compared to 0.91% and 16.60%, respectively, for the same 1995 period.
Net Interest Income
Net interest income totaled $25.1 million for the first quarter
of 1996, an increase of $2.2 million or 10%, from $22.9 million in the
first quarter of 1995. The improvement in net interest income was due
primarily to volume increases in the loan portfolio.
Noninterest Income
Noninterest income for the first quarter of 1996 totaled $6.5
million, an increase of $1.9 million, over the comparable 1995 period.
The increase was due primarily to increased deposit charges and
service fees, which increased $1.0 million from the first quarter of
1995 due to higher transaction volumes, and net investment securities
gains of $517 thousand.
Noninterest Expense
For the first quarter of 1996, noninterest expense totaled $21.1
million, an increase of $2.7 million, or 14.9%, over the same period
in 1995. Contributing to this increase was new branch activity over
the past twelve months, with the number of branches increasing from 44
at March 31, 1995 to 51 at March 31, 1996. As a result of the addition
of these offices, staff, facilities, marketing, and related expenses
rose accordingly. Audit and regulatory fees and assessments decreased
by $859 thousand due to reductions in Federal deposit insurance rates
enacted as of June 1, 1995 and January 1, 1996. Other noninterest
expenses rose $699 thousand over the first quarter of 1995. This
increase resulted primarily from higher banking service charges and
increased provisions for non-credit-related losses.
One key measure used to monitor progress in controlling overhead
expenses is the ratio of noninterest expenses to average assets. For
the first three months of 1996, this ratio equaled 3.45% versus 3.20%
for the comparable 1995 period. The operating efficiency ratio
(noninterest expenses, less other real estate expenses, divided by net
interest income plus noninterest income excluding non-recurring gains)
was 66.58% for the first three months of 1996 as compared to 64.36%
for the same 1995 period.
Loan and Asset Quality
Total non-performing assets (non-performing loans and other real
estate, excluding loans past due 90 days or more and still accruing
interest) at March 31, 1996 were $16.9 million, or .68% of total
assets compared to $19.1 million or .79% of total assets at December
31, 1995 and $21.0 million or .92% of total assets at March 31, 1995.
Total non-performing loans (non-accrual loans and restructured
loans, excluding loans past due 90 days or more and still accruing
interest) at March 31, 1996 were $8.6 million or .92% of total loans
compared to $8.5 million or .94% of total loans at December 31, 1995
and $11.0 million or 1.35% of total loans at March 31, 1995. At March
31, 1996, loans past due 90 days or more and still accruing interest
amounted to $163 thousand compared to $126 thousand
<PAGE>
at December 31, 1995 and $92 thousand at March 31, 1995. Additional
loans considered as potential problem loans by the Company's internal
loan review department ($8.9 million at March 31, 1996, $7.2 million
at December 31, 1995 and $7.0 million at March 31, 1995) have been
evaluated as to risk exposure in determining the adequacy of the
allowance for loan losses.
Other real estate (ORE) at March 31, 1996 totaled $8.2 million
compared to $10.6 million at December 31, 1995 and $9.9 million at
March 31, 1995. These properties have been written down to the lower
of cost or fair value less disposition costs.
On pages 13 and 14 are tabular presentation showing detailed
information about the Company's non-performing loans and assets and an
analysis of the Company's allowance for loan losses and other related
data for March 31, 1996, December 31, 1995, and March 31, 1995.
<PAGE>
The following summary presents information regarding non-performing loans and
assets as of March 31, 1996 and the preceding four quarters: (dollar amounts in
thousands)
<TABLE>
<CAPTION>
March 31, Dec. 31, Sept. 30, June 30, March 31,
1996 1995 1995 1995 1995
<S> <C> <C> <C> <C> <C>
Non-accrual loans:
Commercial $ 701 $ 629 $ 658 $ 897 $ 1,379
Consumer 794 853 1,186 1,063 1,025
Real Estate:
Construction 1,787 1,787 911 911 955
Mortgage 5,054 4,708 4,441 7,003 7,201
----- ----- ----- ----- ------
Total non-accrual loans 8,336 7,977 7,196 9,874 10,560
----- ----- ----- ----- ------
Restructured loans
Commercial 144 161 173 140 142
Consumer 60 60 69 70 29
Real Estate:
Construction
Mortgage 84 301 301 85 302
----- ----- ----- ----- ------
Total restructured loans 288 522 543 295 473
----- ----- ----- ----- ------
Total non-performing loans 8,624 8,499 7,739 10,169 11,033
----- ----- ----- ----- ------
Other real estate 8,241 10,561 10,120 8,591 9,880
----- ----- ----- ----- ------
Total non-performing assets 16,865 19,060 17,859 18,760 20,913
----- ----- ----- ----- ------
Loans past due 90 days or more
and still accruing 163 126 77 86 92
----- ----- ----- ----- ------
Total non-performing assets and
loans past due 90 days or more $17,028 $19,186 $17,936 $18,846 $21,005
======= ======= ======= ======= =======
Total non-performing loans as a
percentage of total period-end
loans 0.92% 0.94% 0.89% 1.20% 1.35%
Total non-performing assets as a
percentage of total period-end assets 0.68% 0.79% 0.74% 0.79% 0.92%
Total non-performing assets and loans
past due 90 days or more as a
percentage of total period-end assets 0.69% 0.79% 0.75% 0.80% 0.92%
Allowance for loan losses as a
percentage of total non-performing
loans 156% 157% 168% 129% 117%
Allowance for loan losses as a percentage
of total period-end loans 1.43% 1.47% 1.50% 1.54% 1.57%
Total non-performing assets and loans
past due 90 days or more as a
percentage of stockholders' equity and
allowance for loan losses 10% 11% 11% 12% 13%
</TABLE>
<PAGE>
The following table presents, for the periods indicated, an analysis of the
allowance related data: (dollar amounts in thousands)
<TABLE>
<CAPTION>
Year
Three Months Ended Ended
03/31/96 03/31/95 12/31/95
<S> <C> <C> <C>
Balance at beginning of period $13,320 $12,036 $12,036
Provisions charged to operating expenses 674 857 2,215
------ ------ ------
13,994 12,893 14,251
Recoveries on loans charged-off:
Commercial 42 12 154
Consumer 36 63 144
Real estate 8 101 292
------ ------ ------
Total recoveries 86 176 590
Loans charged-off:
Commercial (110) (54) (595)
Consumer (154) (58) (580)
Real estate (365) (48) (346)
------ ------ ------
Total charged-off (629) (160) (1,521)
------ ------ ------
Net charge-offs (543) 16 (931)
------ ------ ------
Balance at end of period $13,451 $12,909 $13,320
======= ======= =======
Net charge-offs as a percentage of
average loans outstanding 0.24 % (0.01) % 0.11 %
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Computation of Net Income Per Share
No reports on Form 8-K were filed during the first quarter
ended March 31, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMERCE BANCORP, INC.
(Registrant)
May 13, 1996
(Date) C. EDWARD JORDAN, JR.
EXECUTIVE VICE PRESIDENT
(PRINCIPAL FINANCIAL OFFICER)
<TABLE>
<CAPTION>
Exhibit No. 11.1
Commerce Bancorp, Inc. and Subsidiaries
Computation of Net Income Per Share
(dollars in thousands, except per share amounts)
Three Months Ended
March 31,
Primary Net Income Per Share 1996 1995
<S> <C> <C>
Adjustment of income:
Net income $ 6,261 $ 5,243
Preferred stock dividends 141 141
------- -------
Adjusted net income applicable to
common stock $ 6,120 $ 5,102
======= =======
Average shares of common stock and equivalents outstanding:
Average common shares outstanding 11,284 10,230
Common stock equivalents - dilutive options 391 252
------- -------
Average shares of common stock and
equivalents outstanding 11,675 10,482
======= =======
Net income per share of common stock $ 0.52 $ 0.49
======= =======
Fully Diluted Net Income Per Share
Net income applicable to common stock
on a fully diluted basis $ 6,261 $ 5,243
Less: additional ESOP contribution
under the if-converted method 26 33
------- -------
Adjusted net income applicable to
common stock on a fully diluted basis $ 6,235 $ 5,210
======= =======
Average number of shares outstanding on a
fully diluted basis:
Average common shares outstanding 11,284 10,230
Additional shares considered in fully
diluted computation assuming:
Exercise of stock options 390 252
Conversion of preferred stock 587 587
------- -------
Average number of shares outstanding
on a fully diluted basis 12,261 11,069
======= =======
Fully diluted net income per share of
common stock $ 0.51 $ 0.47
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000715096
<NAME> COMMERCE BANCORP, INC.
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7,506
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