U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 10-KSB
x
Annual
report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31,
2007
o
Transition
report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the transition period
from
to
.
Commission File No.: 000-51104
CommerceFirst
Bancorp, Inc.
(Name of Small Business Issuer in
its Charter)
Maryland
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|
52-2180744
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(State or other jurisdiction
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|
(I.R.S. Employer Identification
No.)
|
of incorporation or
organization)
|
|
|
|
|
|
1804 West Street, Annapolis MD
|
|
21401
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(Address of Principal Executive
Offices)
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|
(Zip Code)
|
Issuers Telephone Number:
410-280-6695
Securities registered under Section 12(b) of
the Act:
Common
Stock, $0.01 par value
Securities registered under Section 12(g) of
the Act:
None
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of
the Act
Yes
o
No
x
.
Check whether the Issuer; (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports; and (2) has been subject to such filing
requirements for the past 90 days.
Yes
x
No
o
Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
o
No
x
.
The issuers revenues for the fiscal year ended December 31,
2007 were approximately $11.44 million.
The aggregate market value of the outstanding
Common Stock held by non-affiliates as of March 6, 2008 was approximately
$15,593,832.
As of March 6, 2008, the number of
outstanding shares of the Common Stock, $0.01 par value, of CommerceFirst
Bancorp, Inc. was 1,820,548.
Transitional Small Business Disclosure Format Yes
o
No
x
.
DOCUMENTS INCORPORATED BY
REFERENCE
Portions
of the following documents are hereby incorporated by reference in this Form 10-KSB: the Companys Annual Report to Shareholders
for the Year Ended December 31, 2007 Part II ; the Companys Proxy
Statement for the Annual Meeting of Shareholders to be held on April 16,
2008 Part III.
PART I
ITEM 1. Description of Business.
CommerceFirst Bancorp, Inc.
(the Company) was incorporated under the laws of the State of Maryland on July 9,
1999, to serve as the bank holding company for a newly formed Maryland
chartered commercial bank. The Company
was formed by a group of local businessmen and professionals with significant
prior experience in community banking in the Companys market area, together
with an experienced community bank senior management team. The Companys sole
subsidiary, CommerceFirst Bank (the Bank), a Maryland chartered commercial
bank and member of the Federal Reserve System, commenced banking operations on June 29,
2000.
The Bank operates from its
headquarters in Annapolis, Maryland, and from branch offices in Lanham (opened
in September 2004), Glen Burnie (opened in June 2006), Columbia
(opened in August 2006), and Severna Park (opened in June 2007)
Maryland. The Bank does not anticipate
opening any additional branches during 2008.
The Bank believes it is well positioned to continue
to grow assets and increase shareholder value while maintaining loan quality
and individualized customer service.
The Bank operates as a community
bank alternative to the super-regional financial institutions that dominate its
primary market area. The cornerstone of the Banks philosophy is to provide
superior, individualized service to its customers. The Bank focuses 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.
Description of
Services.
The Bank offers full
commercial banking services to its business and professional clients. The Bank
emphasizes providing commercial banking services to sole proprietorships, small
and medium-sized businesses, partnerships, corporations, and non-profit
organizations and associations in and near the Banks primary service
areas. Limited retail banking services
are offered to accommodate the individual needs of commercial customers as well
as members of the communities the Bank serves.
The Banks loan portfolio
consists of business and real estate loans. The business loans generally have
variable rates and/or short maturities where the cash flow of the borrower is
the principal source of debt service, with a secondary emphasis on
collateral. Real estate loans are made generally on commercial property
and are structured with fixed rates that adjust in three to five years,
generally with maturities of five to ten years, or with variable rates tied to
various external indices and adjusting as the indices change. The Companys
portfolio contains a small amount of acquisition and construction loans
(approximately $1million) which are well secured.
In general, the Bank offers the
following credit services:
1)
Commercial loans for
business purposes including working capital, equipment purchases, real estate,
lines of credit, and government contract financing. Asset based lending
and accounts receivable financing are available on a selective basis.
2)
Real estate loans for business
and investment purposes.
3)
Commercial lines of credit.
4)
Merchant credit card services are
offered through an outside vendor.
The Bank has
developed an expertise in making loans under the guarantee programs of the SBA.
The Bank currently expects that it will sell the guaranteed portion of SBA
loans to secondary market investors as soon as possible after funding, while
retaining the uninsured portion. The sale of the guaranteed portion of such
loans is expected to result in gains, and the Bank expects to receive fees for
servicing the loans. SBA guaranteed
loans are subjected to the same underwriting standards applied to other loans.
The Banks lending activities
carry the risk that the borrowers will be unable to perform on their
obligations. As such, interest rate
policies of the Federal Reserve Board as well as national and local economic
conditions can have a significant impact on the Banks and the Companys
results of operations. To the extent
that economic conditions deteriorate, business and individual borrowers may be
less able to meet their obligations to the Bank in full in a timely
2
manner, resulting in decreased earnings or losses to the
Bank. To the extent the Bank makes fixed
rate loans, general increases in interest rates will tend to reduce the Banks
spread as the interest rates the Bank must pay for deposits increase while
interest income is flat. Economic conditions
and interest rates may also adversely affect the value of property pledged as
security for loans.
Deposit services include business
and personal checking accounts, NOW accounts, savings accounts, and a tiered
Money Market Account basing the payment of interest on balances on
deposit. Certificates of Deposits are offered using a tiered rate
structure and various maturities. The acceptance of brokered deposits in
limited amounts
is utilized when deemed
appropriate by management in order to have available funding sources for loans
and investments.
Other services for business
accounts include Internet banking services and cash management services.
Bills have been introduced in
each of the last several Congresses that would permit banks to pay interest on
checking and demand deposit accounts established by businesses, a practice
which is currently prohibited by regulation. If the legislation effectively
permitting the payment of interest on business demand deposits is enacted, of
which there can be no assurance, it is likely that the Bank may be required to
pay interest on some portion of its non-interest bearing deposits in order to
compete against other banks. As a
significant portion of its deposits are non-interest bearing demand deposits
established by businesses, payment of interest on these deposits could have a
significant negative impact on its net income, net interest income, interest
margin, return on assets and equity, and other indices of financial
performance. The Bank expects that other
banks would be faced with similar negative impacts. The Bank also expects that the primary focus
of competition would continue to be based on other factors, such as quality of
service.
Source of Business.
Management believes that the
market segments which the Bank targets, small to medium sized businesses and
the professional base of the Banks market area, demand the convenience and
personal service that a smaller, independent financial institution such as the
Bank can offer. It is these themes of convenience and personal service
that form the basis for the Banks business development strategies. The
Bank provides services from its strategically located main office in Annapolis,
Maryland, and from its branch offices in Lanham, Glen Burnie, Columbia, and
Severna Park, Maryland. It believes these locations meet the needs of the Banks
existing and potential customers, and provide prospects for additional growth
and expansion.
The Bank has capitalized upon the
extensive business and personal contacts and relationships of its Directors and
Executive Officers to establish the Banks initial customer base. To introduce new customers to the Bank,
reliance is placed on aggressive officer-originated calling programs and
director, customer and shareholder referrals.
The risk of nonpayment (or
deferred payment) of loans is inherent in commercial banking. The Banks
marketing focus on small to medium-sized businesses may result in the
assumption by the Bank of certain lending risks that are different from those
attendant to loans to larger companies. Management of the Bank carefully
evaluates all loan applications and attempts to minimize its credit risk
exposure by use of thorough loan application, approval and monitoring
procedures; however, there can be no assurance that such procedures can
significantly reduce such lending risks.
Employees
At December 31, 2007 the
Bank employed 35 full time equivalents, two of whom are executive officers. The
Chairman of the Board, an attorney in private practice, devotes considerable
time each month to the advancement of the Bank, principally in business
development activities. The Company (as distinguished from the Bank) does not
have any employees or officers who are not employees or officers of the Bank. None of the Banks employees are represented
by any collective bargaining group, and the Bank believes that its employee
relations are good. The Bank provides a
benefit program that includes health and dental insurance, a 401(k) plan, and
life and long-term disability insurance for substantially all full time
employees.
3
Market Area and Competition
Location and Market Area.
The main office and
the headquarters are located at 1804 West Street, Annapolis, Maryland 21401. The second office is located at 4451
Parliament Place, Lanham, Maryland 20706, and opened in the third quarter of
2004. The third office is located at 910 Cromwell Park Drive, Glen Burnie,
Maryland 21061 and opened late in the second quarter of 2006. The fourth office
is located at 6230 Old Dobbin Lane, Columbia, Maryland 20706 and opened in the
third quarter of 2006.
The Bank opened its fifth branch office located at 487
Ritchie Highway, Severna Park, Maryland 21146, in June 2007.
The Company is located in one of the most dynamic regions in the United
States. The Federal Government has a major direct and indirect influence on the
economies, infrastructure and land use management of Washington, D.C. and the
Maryland and Virginia counties surrounding Washington. According to the State of Marylands
Department of Business and Economic Development (the Department), the region
is the nations 4
th
largest market with a population of 6.9
million and a workforce of 3.4 million and is the home to three major
airports, the nations capital and a highly educated workforce. The regional
economy is perennially strong and diverse, boasts consistently high job growth
and low unemployment and is increasingly service sector and small business
oriented. Information technology, the
medical industry and tourism are all major growth industries for the
region. These industries are
characterized by small niche oriented enterprises that thrive on their ability
to tap the highly educated workforce and abundant access to the regions
substantial communications infrastructure.
The
Banks market strategy is to grow within the Central Maryland corridor, which consists
of Anne Arundel, Prince Georges, Montgomery and Howard counties. The Bank is currently focused on Anne Arundel,
Prince Georges and Howard counties, areas which it believes have significant
growth opportunities.
Anne Arundel County
evolved from a bedroom community to Baltimore to be
more heavily influenced by Washington growth factors. Based on data provided by the Countys
Economic Development Corporation, in the past two decades, the county has
developed its own unique and diverse economy. This has occurred due to growth
opportunities presented by Baltimore/Washington International Airport, which
served over 20 million passengers in 2006 and has long been considered one of
the State of Marylands prime economic engines; the National Security Agency,
which has approximately 25 thousand employees; Northrop Grumman, a
high-technology firm with over 7 thousand employees, the largest private sector
employer in the county; the United States Naval Academy; the increasing tourism
industry in the historic City of Annapolis and recently the Arundel Mills Mall.
These unique attributes create attractive opportunities for small businesses to
service both highly sophisticated enterprises and rapidly developing
firms. The local economy is dominated by
small and mid-sized service sector enterprises.
Anne Arundel County is home to over 14 thousand businesses, 97% of which
have fewer than 100 employees. The countys economy has deep roots in Internet
based services; high-technology telecommunications; product distribution, a
result of proximity of goods arriving to the Port of Baltimore and BWI Airport;
and technical support services. Once
home to large Maryland-based regional banks, financial services are now
primarily provided by larger super-regional institutions such as Bank of
America, SunTrust, Wachovia, M & T Bank and BB&T, all of which
expanded into this highly attractive banking market over the past decade by
acquisition. Based on data from the 2000 Census and in projected figures by the
Countys Economic Development Corporation, Anne Arundel County has a population
in excess of 600 thousand and provides 285 thousand civilian labor force jobs,
70% of which are in the service sector, and has a low 3.7% unemployment
rate. The mean household income of $76
thousand compares very favorably to the national average.
Prince Georges County
. Relocating and expanding businesses have
been increasingly attracted to Prince Georges County due to its competitively
priced land and buildings, an integrated transportation system, proximity to
Washington, D.C., and attractive business incentives such as the countys
Revitalization Tax Credit, a new High Technology Incentive Package, Enterprise
Zone benefits and a foreign trade zone.
Increasingly restrictive land use policies in Montgomery and Anne
Arundel counties have provided significant growth opportunities in Prince
Georges. The county closely mirrors
Anne Arundel County with respect to small business enterprises, with 97% of the
over 14 thousand employers having fewer than 100 workers. Furthermore, government is also a significant
influence, with 75 thousand Federal, state and county employees, led by Andrews
Air Force Base, which has 17 thousand employees, and the University of Maryland
which has over 11 thousand employees.
Similar to Anne
4
Arundel County,
large super-regional banking institutions have obtained additional market share
in the suburban Washington market from the acquisition of many of the community
banks that once existed in this area. Prince Georges County has a population
of 805 thousand and an unemployment rate of 4.8%. A favorable and accommodative business
climate has helped fuel the strong housing market, with average sale prices
above $300 thousand, and has attracted a highly educated workforce with an
average household income of $55 thousand.
Howard County
. Expansion into neighboring Howard County is a
natural extension of the Banks strategic growth plan.
Howard County is situated in the heart of the corridor between
Washington, D.C. and Baltimore. Howard Countys geographic location has
resulted in the substantial growth of a wide variety of industries, including
high-tech and life science businesses, in addition to transportation and
education related activities. Accessible to I-95 and I-70, the county is
located within a 20-minute drive of Baltimore/Washington International Airport
and the Port of Baltimore, and serves as a bedroom community for both Baltimore
and Washington D.C. area employers, in addition to having a strong economic
base of its own. Howard Countys almost 8 thousand businesses employ about 12
thousand workers; only 250 of those businesses have more than 100 workers. Like
the other counties in which the Company operates, the population and workforce
of Howard County are highly educated, and income levels are favorably high. Per capita income for 2002 in Howard County
was in excess of $45 thousand, as compared to $36 thousand for Maryland as a
whole and almost $31,000 nationally.
Competition.
Deregulation of financial
institutions and holding company acquisitions of banks across state lines has
resulted in widespread, fundamental changes in the financial services
industry. This transformation, although occurring nationwide, is
particularly intense in the greater Baltimore/Washington, DC area. In Anne Arundel, Prince Georges and Howard
Counties, competition is exceptionally keen from large banking institutions
headquartered outside of Maryland. In addition, the Bank competes with
other community banks, savings and loan associations, credit unions, mortgage
companies, finance companies and others providing financial services.
Among the advantages that many of these institutions have over the Bank are
their abilities to finance extensive advertising campaigns, maintain extensive
branch networks and technology investments, and to directly offer certain
services, such as international banking and trust services, which the Bank does
not directly offer. Further, the greater capitalization of the larger
institutions allows for substantially higher lending limits than the Bank. Certain of these competitors have other
advantages, such as tax exemption in the case of credit unions, and lesser
regulation in the case of mortgage companies and finance companies.
Regulation
The following summaries of
statutes and regulations affecting bank holding companies do not purport to be
complete discussions of all aspects of such statutes and regulations and are
qualified in their entirety by reference to the full text thereof.
The Company.
The Company is a bank holding
company registered under the Bank Holding Company Act of 1956, as amended, (the
Act) and is subject to supervision by the Federal Reserve Board. As a
bank holding company, the Company is required to file with the Federal Reserve
Board an annual report and such other additional information as the Federal
Reserve Board may require pursuant to the Act. The Federal Reserve Board
may also make examinations of the Company and each of its subsidiaries.
The Act requires approval of the
Federal Reserve Board for, among other things, the acquisition by a proposed
bank holding company of control of more than five percent (5%) of the voting
shares, or substantially all the assets, of any bank or the merger or
consolidation by a bank holding company with another bank holding
company. The Act also generally permits the acquisition by a bank holding
company of control or substantially all the assets of any bank located in a
state other than the home state of the bank holding company, except where the
bank has not been in existence for the minimum period of time required by state
law, but if the bank is at least 5 years old, the Federal Reserve Board may
approve the acquisition.
With certain limited exceptions,
a bank holding company is prohibited from acquiring control of any voting
shares of any company which is not a bank or bank holding company and from
engaging directly or indirectly in any activity other than banking or managing
or controlling banks or furnishing services to or performing service for its
authorized subsidiaries. A bank holding company may, however, engage in
or acquire an interest in, a company that
5
engages in activities which the Federal Reserve Board has
determined by order or regulation to be so closely related to banking or managing
or controlling banks as to be properly incident thereto. In making such a
determination, the Federal Reserve Board is required to consider whether the
performance of such activities can reasonably be expected to produce benefits
to the public, such as convenience, increased competition or gains in
efficiency, which outweigh possible adverse effects, such as undue
concentration of resources, decreased or unfair competition, conflicts of
interest or unsound banking practices. The Federal Reserve Board is also
empowered to differentiate between activities commenced
de novo
and activities commenced by the acquisition, in whole or in part, of a going
concern. Some of the activities that the Federal Reserve Board has
determined by regulation to be closely related to banking include making or
servicing loans, performing certain data processing services, acting as a
fiduciary or investment or financial advisor, and making investments in
corporations or projects designed primarily to promote community welfare.
Subsidiary banks of a bank
holding company are subject to certain restrictions imposed by the Federal
Reserve Act on any extensions of credit to the bank holding company or any of
its subsidiaries, or investments in the stock or other securities thereof, and
on the taking of such stock or securities as collateral for loans to any
borrower. Further, a holding company and any subsidiary bank are
prohibited from engaging in certain tie-in arrangements in connection with the
extension of credit. A subsidiary bank may not extend credit, lease or
sell property, or furnish any services, or fix or vary the consideration for
any of the foregoing on the condition that: (i) the customer obtain
or provide some additional credit, property or services from or to such bank
other than a loan, discount, deposit or trust service; (ii) the customer
obtain or provide some additional credit, property or service from or to the
Company or any other subsidiary of the Company; or (iii) the customer not
obtain some other credit, property or service from competitors, except for
reasonable requirements to assure the soundness of credit extended.
Effective on March 11, 2000, the
Gramm-Leach-Bliley Act of 1999 (the GLB Act) allows a bank holding company or
other company to certify status as a financial holding company, which allows
such company to engage in activities that are financial in nature, that are
incidental to such activities, or are complementary to such activities. The GLB
Act enumerates certain activities that are deemed financial in nature, such as
underwriting insurance or acting as an insurance principal, agent or broker,
underwriting, dealing in or making markets in securities, and engaging in
merchant banking under certain restrictions.
It also authorizes the Federal Reserve Board to determine by regulation
what other activities are financial in nature, or incidental or complementary
thereto.
The GLB Act allows a wider array of
companies to own banks, which could result in companies with resources
substantially in excess of the Companys entering into competition with the
Company and the Bank.
The GLB Act made substantial
changes in the historic restrictions on non-bank activities of bank holding
companies, and allows affiliations between types of companies that were
previously prohibited. The GLB Act also
allows banks to engage in a wider array of non-banking activities through financial
subsidiaries.
The Bank.
The Bank, as a Maryland chartered
commercial bank which is a member of the Federal Reserve System (a state
member bank) and whose accounts are insured by the Deposit Insurance Fund of
the Federal Deposit Insurance Corporation (the FDIC) up to the maximum legal
limits of the FDIC, is subject to regulation, supervision and regular
examination by the Maryland Department of Financial Institutions and the
Federal Reserve Board. The regulations
of these various agencies govern most aspects of the Banks business, including
required reserves against deposits, loans, investments, mergers and
acquisitions, borrowing, dividends and location and number of branch offices.
The laws and regulations governing the Bank generally have been promulgated to
protect depositors and the Deposit Insurance Fund, and not for the purpose of
protecting stockholders.
Competition among commercial
banks, savings and loan associations, and credit unions has increased following
enactment of legislation that greatly expanded the ability of banks and bank
holding companies to engage in interstate banking or acquisition activities. As a result of federal and state legislation,
banks in the Washington D.C./Maryland/Virginia area can, subject to limited
restrictions, acquire or merge with a bank in another of the jurisdictions, and
can branch
de novo
in any of the
jurisdictions. Additionally, legislation
has been proposed which may result in non-banking companies being authorized to
own banks, which could result in companies with resources substantially in
excess of the Companys entering into competition with the Company and the
Bank.
6
Banking is a business that
depends on interest rate differentials. In general, the differences
between the interest paid by a bank on its deposits and its other borrowings
and the interest received by a bank on loans extended to its customers and
securities held in its investment portfolio constitute the major portion of the
banks earnings. Thus, the earnings and growth of the Bank will be
subject to the influence of economic conditions generally, both domestic and
foreign, and also to the monetary and fiscal policies of the United States and
its agencies, particularly the Federal Reserve Board, which regulates the
supply of money through various means including open market dealings in United
States government securities. The nature and timing of changes in such
policies and their impact on the Bank cannot be predicted.
Branching and Interstate
Banking.
The federal
banking agencies are authorized to approve interstate bank merger transactions
without regard to whether such transaction is prohibited by the law of any
state, unless the home state of one of the banks has opted out of the
interstate bank merger provisions of the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 (the Riegle-Neal Act) by adopting a law
after the date of enactment of the Riegle-Neal Act and prior to June 1,
1997 which applies equally to all out-of-state banks and expressly prohibits
merger transactions involving out-of-state banks. Interstate acquisitions of branches are
permitted only if the law of the state in which the branch is located permits
such acquisitions. Such interstate bank
mergers and branch acquisitions are also subject to the nationwide and
statewide insured deposit concentration limitations described in the
Riegle-Neal Act.
The Riegle-Neal Act authorizes
the federal banking agencies to approve interstate branching
de novo
by national and state banks in states that
specifically allow for such branching.
The District of Columbia, Maryland and Virginia have all enacted laws
that permit interstate acquisitions of banks and bank branches and permit
out-of-state banks to establish
de novo
branches.
The Bank is subject to the provisions of Section 23A and 23B of
the Federal Reserve Act and Federal Reserve Regulation W of the Federal Reserve
Bank which place limits on the amount of loans or extensions of credit to
affiliates (as defined in the Federal Reserve Act), investments in or certain
other transactions with affiliates and on the amount of advances to third
parties collateralized by the securities or obligations of affiliates. The law and regulation limit the aggregate
amount of transactions with any individual affiliate to ten percent (10%) of
the capital and surplus of the Bank and also limit the aggregate amount of
transactions with all affiliates to twenty percent (20%) of capital and
surplus. Loans and certain other
extensions of credit to affiliates are required to be secured by collateral in
an amount and of a type described in the regulation, and the purchase of low
quality assets from affiliates is generally prohibited. The law and Regulation
W also, among other things, prohibit an institution from engaging in certain
transactions with certain affiliates (as defined in the Federal Reserve Act)
unless the transactions are on terms substantially the same, or at least as
favorable to such institution and/or its subsidiaries, as those prevailing at
the time for comparable transactions with non-affiliated entities. In the absence of comparable transactions,
such transactions may only occur under terms and circumstances, including
credit standards, that in good faith would be offered to or would apply to
non-affiliated companies.
The Bank is subject to the restrictions contained in Section 22(h) of
the Federal Reserve Act and the Federal Reserve Boards Regulation O thereunder
on loans to executive officers, directors and principal stockholders. Under Section 22(h), loans to a
director, an executive officer or a greater-than-10% stockholder of a bank as
well as certain affiliated interests of any of the foregoing may not exceed,
together with all other outstanding loans to such person and affiliated
interests, the loans-to-one-borrower limit applicable to national banks
(generally 15% of the institutions unimpaired capital and surplus), and all
loans to all such persons in the aggregate may not exceed the institutions
unimpaired capital and unimpaired surplus.
Regulation O also prohibits the making of loans in an amount greater
than $25,000 or 5% of capital and surplus but in any event not over $500,000,
to directors, executive officers and greater-than-10% stockholders of a bank,
and their respective affiliates, unless such loans are approved in advance by a
majority of the board of directors of the bank with any interested director
not participating in the voting.
Furthermore, Regulation O requires that loans to directors, executive
officers and principal stockholders of a bank be made on terms substantially
the same as those that are offered in comparable transactions to unrelated
third parties unless the loans are made pursuant to a benefit or compensation
program that is widely available to all employees of the bank and does not give
preference to insiders over other employees.
Regulation O also prohibits a depository institution from paying
overdrafts over $1,000 of any of its executive
7
officers or
directors unless they are paid pursuant to written pre-authorized extension of
credit or transfer of funds plans.
All of the Banks loans to its and the Companys executive officers,
directors and greater-than-10% stockholders, and affiliated interests of such
persons, comply with the requirements of Regulation W and 22(h) of the
Federal Reserve Act and Regulation O.
Community Reinvestment Act.
The Community Reinvestment Act (CRA)
requires that, in connection with examinations of financial institutions within
their respective jurisdictions, the Federal Reserve Board, the Federal Deposit
Insurance Corporation, the Office of the Comptroller of the Currency or the
Office of Thrift Supervision shall evaluate the record of the financial
institutions in meeting the credit needs of their local communities, including
low and moderate income neighborhoods, consistent with the safe and sound
operation of those institutions. The CRA
does not establish specific lending requirements or programs for financial
institutions nor does it limit an institutions discretion to develop the types
of products and services that it believes are best suited to its particular
community, consistent with the CRA. An
institutions CRA activities are considered in, among other things, evaluating
mergers, acquisitions and applications to open a branch or facility, as well as
determining whether the institution will be permitted to exercise certain of
the powers allowed by the GLBA. The CRA
also requires all institutions to make public disclosure of their CRA ratings.
The Bank was last examined for CRA compliance as of October 2005 and
received a CRA rating of satisfactory.
USA Patriot Act.
Under the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act, commonly referred to as the USA Patriot Act or the Patriot Act,
financial institutions are subject to prohibitions against specified financial
transactions and account relationships, as well as enhanced due diligence
standards intended to detect, and prevent, the use of the United States
financial system for money laundering and terrorist financing activities. The Patriot Act requires financial
institutions, including banks, to establish anti-money laundering programs,
including employee training and independent audit requirements, meet minimum
standards specified by the act, follow minimum standards for customer
identification and maintenance of customer identification records, and
regularly compare customer lists against lists of suspected terrorists,
terrorist organizations and money launderers.
The costs or other effects of the compliance burdens imposed by the
Patriot Act or future anti-terrorist, homeland security or anti-money
laundering legislation or regulations cannot be predicted with certainty.
Capital Adequacy
Guidelines.
The Federal
Reserve Board and the FDIC have adopted risk based capital adequacy guidelines
pursuant to which they assess the adequacy of capital in examining and
supervising banks and bank holding companies and in analyzing bank regulatory
applications. Risk-based capital requirements
determine the adequacy of capital based on the risk inherent in various classes
of assets and off-balance sheet items.
State member banks are expected
to meet a minimum ratio of total qualifying capital (the sum of core capital
(Tier 1) and supplementary capital (Tier 2)) to risk weighted assets of
8%. At least half of this amount (4%)
should be in the form of core capital.
These requirements apply to the Bank and will apply to the Company (a
bank holding company) once its total assets equal $500,000,000 or more, it
engages in certain highly leveraged activities or it has publicly held debt
securities.
Tier 1 Capital generally consists
of the sum of common stockholders equity and perpetual preferred stock
(subject in the case of the latter to limitations on the kind and amount of
such stock which may be included as Tier 1 Capital), less goodwill, without
adjustment for changes in the market value of securities classified as available
for sale in accordance with FAS 115.
Tier 2 Capital consists of the following: hybrid capital instruments;
perpetual preferred stock which is not otherwise eligible to be included as
Tier 1 Capital; term subordinated debt and intermediate-term preferred stock;
and, subject to limitations, general allowances for loan losses. Assets are adjusted under the risk-based
guidelines to take into account different risk characteristics, with the
categories ranging from 0% (requiring no risk-based capital) for assets such as
cash, to 100% for the bulk of assets which are typically held by a bank holding
company, including certain multi-family residential and commercial real estate
loans, commercial business loans and consumer loans. Residential first mortgage loans on one to
four family residential real estate and certain seasoned multi-family
residential real estate loans, which are not 90 days or more past-due or
non-performing and which have been
8
made in accordance with prudent underwriting standards
are assigned a 50% level in the risk-weighing system, as are certain
privately-issued mortgage-backed securities representing indirect ownership of
such loans. Off-balance sheet items also
are adjusted to take into account certain risk characteristics.
In addition to the risk-based
capital requirements, the Federal Reserve Board has established a minimum 3.0%
Leverage Capital Ratio (Tier 1 Capital to total adjusted assets) requirement
for the most highly-rated banks, with an additional cushion of at least 100 to
200 basis points for all other banks, which effectively increases the minimum
Leverage Capital Ratio for such other banks to 4.0% - 5.0% or more. The highest-rated banks are those that are
not anticipating or experiencing significant growth and have well diversified risk,
including no undue interest rate risk exposure, excellent asset quality, high
liquidity, good earnings and, in general, those which are considered a strong
banking organization. A bank having less
than the minimum Leverage Capital Ratio requirement shall, within 60 days of
the date as of which it fails to comply with such requirement, submit a
reasonable plan describing the means and timing by which the bank shall achieve
its minimum Leverage Capital Ratio requirement.
A bank which fails to file such plan is deemed to be operating in an
unsafe and unsound manner, and could subject the bank to a cease-and-desist
order. Any insured depository institution with a Leverage Capital Ratio that is
less than 2.0% is deemed to be operating in an unsafe or unsound condition
pursuant to Section 8(a) of the Federal Deposit Insurance Act (the FDIA)
and is subject to potential termination of deposit insurance. However, such an institution will not be
subject to an enforcement proceeding solely on account of its capital ratios,
if it has entered into and is in compliance with a written agreement to
increase its Leverage Capital Ratio and to take such other action as may be
necessary for the institution to be operated in a safe and sound manner. The capital regulations also provide, among
other things, for the issuance of a capital directive, which is a final order
issued to a bank that fails to maintain minimum capital or to restore its
capital to the minimum capital requirement within a specified time period. Such directive is enforceable in the same
manner as a final cease-and-desist order.
Under recent guidance by the federal banking
regulators, banks which have concentrations in construction, land development
or commercial real estate loans (other than loans for majority owner occupied
properties) would be expected to maintain higher levels of risk management and,
potentially, higher levels of capital.
It is possible that we may be required to maintain higher levels of capital
than we would otherwise be expected to maintain as a result of our levels of
construction, development and commercial real estate loans, which may require
us to obtain additional capital
Prompt Corrective Action.
Under Section 38 of the FDIA, each
federal banking agency is required to implement a system of prompt corrective
action for institutions that it regulates.
The federal banking agencies have promulgated substantially similar
regulations to implement the system of prompt corrective action established by Section 38
of the FDIA. Under the regulations, a
bank shall be deemed to be: (i) well capitalized if it has a Total Risk
Based Capital Ratio of 10.0% or more, a Tier 1 Risk Based Capital Ratio of 6.0%
or more, a Leverage Capital Ratio of 5.0% or more and is not subject to any written
capital order or directive; (ii) adequately capitalized if it has a
Total Risk Based Capital Ratio of 8.0% or more, a Tier 1 Risk Based Capital
Ratio of 4.0% or more and a Tier 1 Leverage Capital Ratio of 4.0% or more (3.0%
under certain circumstances) and does not meet the definition of well
capitalized; (iii) undercapitalized if it has a Total Risk Based
Capital Ratio that is less than 8.0%, a Tier 1 Risk based Capital Ratio that is
less than 4.0% or a Leverage Capital Ratio that is less than 4.0% (3.0% under
certain circumstances); (iv) significantly undercapitalized if it has a
Total Risk Based Capital Ratio that is less than 6.0%, a Tier 1 Risk Based
Capital Ratio that is less than 3.0% or a Leverage Capital Ratio that is less
than 3.0%; and (v) critically undercapitalized if it has a ratio of
tangible equity to total assets that is equal to or less than 2.0%.
An institution generally must
file a written capital restoration plan which meets specified requirements with
an appropriate federal banking agency within 45 days of the date the
institution receives notice or is deemed to have notice that it is
undercapitalized, significantly undercapitalized or critically
undercapitalized. A federal banking agency
must provide the institution with written notice of approval or disapproval
within 60 days after receiving a capital restoration plan, subject to
extensions by the applicable agency.
An institution that is required
to submit a capital restoration plan must concurrently submit a performance
guaranty by each company that controls the institution. Such guaranty shall be limited to the lesser
of (i) an amount equal to 5.0% of the institutions total assets at the
time the institution was notified or deemed to have notice that it was
9
undercapitalized or (ii) the amount necessary at
such time to restore the relevant capital measures of the institution to the
levels required for the institution to be classified as adequately
capitalized. Such a guaranty shall
expire after the federal banking agency notifies the institution that it has
remained adequately capitalized for each of four consecutive calendar
quarters. An institution which fails to
submit a written capital restoration plan within the requisite period,
including any required performance guaranty, or fails in any material respect
to implement a capital restoration plan, shall be subject to the restrictions
in Section 38 of the FDIA which are applicable to significantly
undercapitalized institutions.
A critically undercapitalized
institution is to be placed in conservatorship or receivership within 90 days
unless the FDIC formally determines that forbearance from such action would
better protect the deposit insurance fund.
Unless the FDIC or other appropriate federal banking regulatory agency
makes specific further findings and certifies that the institution is viable
and is not expected to fail, an institution that remains critically
undercapitalized on average during the fourth calendar quarter after the date
it becomes critically undercapitalized must be placed in receivership. The general rule is that the FDIC will
be appointed as receiver within 90 days after a bank becomes critically
undercapitalized unless extremely good cause is shown and the federal
regulators agree to an extension. In
general, good cause is defined as capital that has been raised and is
imminently available for infusion into the Bank except for certain technical
requirements that may delay the infusion for a period of time beyond the 90 day
time period.
Immediately upon becoming
undercapitalized, an institution shall become subject to the provisions of Section 38
of the FDIA, which (i) restrict payment of capital distributions and
management fees; (ii) require that the appropriate federal banking agency
monitor the condition of the institution and its efforts to restore its
capital; (iii) require submission of a capital restoration plan; (iv) restrict
the growth of the institutions assets; and (v) require prior approval of
certain expansion proposals. The
appropriate federal banking agency for an undercapitalized institution also may
take any number of discretionary supervisory actions if the agency determines
that any of these actions is necessary to resolve the problems of the
institution at the least possible long-term cost to the deposit insurance fund,
subject in certain cases to specified procedures. These discretionary supervisory actions
include: requiring the institution to raise additional capital; restricting
transactions with affiliates; requiring divestiture of the institution or the
sale of the institution to a willing purchaser; and any other supervisory
action that the agency deems appropriate.
These and additional mandatory and permissive supervisory actions may be
taken with respect to significantly undercapitalized and critically
undercapitalized institutions.
Additionally, under Section 11(c)(5) of
the FDIA, a conservator or receiver may be appointed for an institution
where: (i) an institutions
obligations exceed its assets; (ii) there
is substantial dissipation of the institutions assets or earnings as a result
of any violation of law or any unsafe or unsound practice; (iii) the institution is in an unsafe or
unsound condition; (iv) there is a
willful violation of a cease-and-desist order;
(v) the institution is unable to pay its obligations in the
ordinary course of business; (vi) losses
or threatened losses deplete all or substantially all of an institutions
capital, and there is no reasonable prospect of becoming adequately
capitalized without assistance; (vii) there
is any violation of law or unsafe or unsound practice or condition that is
likely to cause insolvency or substantial dissipation of assets or earnings,
weaken the institutions condition, or otherwise seriously prejudice the
interests of depositors or the insurance fund;
(viii) an institution ceases to be insured; (ix) the institution is undercapitalized
and has no reasonable prospect that it will become adequately capitalized,
fails to become adequately capitalized when required to do so, or fails to
submit or materially implement a capital restoration plan; or (x) the
institution is critically undercapitalized or otherwise has substantially
insufficient capital.
Regulatory Enforcement
Authority
. Federal banking
law grants substantial enforcement powers to federal banking regulators. This
enforcement authority includes, among other things, the ability to assess civil
money penalties, to issue cease-and-desist or removal orders and to initiate
injunctive actions against banking organizations and institution-affiliated
parties. In general, these enforcement
actions may be initiated for violations of laws and regulations and unsafe or
unsound practices. Other actions or
inactions may provide the basis for enforcement action, including misleading or
untimely reports filed with regulatory authorities.
Deposit Insurance Premiums.
Pursuant to deposit insurance reform legislation, in December 2006
the FDIC adopted a new risk based assessment system for determining deposit
insurance premiums. Under the new requirements, four risk categories (I-IV),
each subject to different premium rates, are established, based upon an
institutions status as well capitalized, adequately capitalized or
undercapitalized, and the institutions supervisory
10
rating. Under the new rules, all
insured depository institutions will pay deposit insurance premiums, currently
ranging between 5 and 7 basis points on an institutions assessment base for
institutions in risk category I (well capitalized institutions perceived as
posing the least risk to the insurance fund), and 10, 28 and 40 basis points
for institutions in risk categories II, III and IV. The levels of rates are subject to periodic
adjustment by the FDIC.
ITEM 2. Description of Property.
The main office of the Bank and
the executive offices of the Bank and the Company are located at 1804 West
Street, Annapolis, Maryland, in a brick and masonry structure. The Company
leases 8,100 square feet in the building under a five-year lease, which
commenced in April 2000. Rent expense was $211,553, $196,842 and $192,017
for the years ended December 31, 2007, 2006 and 2005, respectively. The Company has exercised the first of three
five-year renewal options.
The second office of the Bank is
located at 4451 Parliament Place, Lanham, Maryland in a masonry structure. The
Bank leases 2,100 square feet in the building under a ten-year lease (with an
exit option at the end of five years) which commenced in June 2004. Rent
expense was $33,109, $31,317 and $29,274 for the years ended December 31,
2007, 2006 and 2005, respectively.
The third office of the Bank is
located at 910 Cromwell Park Drive, Glen Burnie, Maryland in a masonry
structure. The Bank leases 2,600 square feet in the building under a five-year
lease (with one five-year renewal option) which commenced in June 2006. Rent expense was $ 80,675 and $32,833 for the
years ended December 31, 2007 and 2006 (partial year), respectively.
The fourth office of the Bank is
located at 6230 Old Dobbin Lane, Columbia, Maryland in a masonry structure. The
Bank leases 2,400 square feet in the building under a ten-year lease (with one
five-year renewal option) which commenced in August 2006. Rent expense was $70,006 and $20,233 for the
years ended December 31, 2007 and 2006 (partial year), respectively.
The fifth office of the Bank is
located at 485 Ritchie Highway, Severna Park, Maryland in a masonry structure.
The Bank leases approximately 1,500 square feet in the building under a
five-year lease (with two five-year renewal options) which commenced in June 2007.
Rent expense was $26,761during 2007.
Management believes adequate
insurance coverage is in force on all of its properties.
ITEM 3. Legal Proceedings.
In the ordinary course of its business, the Company may become involved
in routine legal proceedings. At December 31,
2007, the Company is a party to a lawsuit filed by a loan customer alleging,
primarily, the lack of commercially reasonable efforts to collect loan
repayments from collateral liquidation by the Company. The plaintiffs are
seeking release of remaining debts in the amount of $583 thousand, release of
remaining collateral related thereto and certain damages approximating $3
million. The Company believes that the allegations are without merit and will
vigorously defend itself against the lawsuit.
ITEM 4. Submission of Matters to a Vote of Security
Holders.
No matters were submitted to a
vote of security holders during the fourth quarter of the year ended December 31,
2007.
PART II
ITEM 5. Market for Common Equity and Related
Stockholder Matters.
(a) Market for Common Stock and
Dividends.
The information regarding the
market for the Companys Common Stock, the number of holders of the common
stock and dividend history required under Item 5(a) is hereby
11
incorporated herein by reference from the material
under the caption Market for Common Stock and Dividends in the
Companys Annual
Report for the fiscal year ended December 31, 2007. See Item 11 of this annual report for Equity
Compensation Plan Information.
Recent Sales of Unregistered Shares.
None.
(b) Use of Proceeds:
Not applicable
(c)
Issuer Repurchases of Securities
during the Fourth Quarter
of 2007.
None.
ITEM 6.
Managements Discussion and Analysis.
The information required by this item is incorporated
by reference to the material appearing under the caption Management Discussion
and Analysis in the Companys Annual Report to Shareholders for the year ended
December 31, 2007.
ITEM 7. Financial Statements.
The information required by this item is incorporated
by reference to the Consolidated Financial
Statements
contained in the
Companys Annual Report to
Shareholders for the year ended December 31, 2007.
ITEM 8.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
ITEM 8A(T). Controls and Procedures
Disclosure Controls and Procedures.
The Companys management, under the
supervision and with the participation of the Chief Executive Officer and Chief
Financial Officer, evaluated, as of the last day of the period covered by this
report, the effectiveness of the design and operation of the Companys
disclosure controls and procedures, as defined in Rule 15d-15 under the
Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures were effective.
Managements Report on Internal Control Over
Financial Reporting
The management of CommerceFirst Bancorp, Inc. (the Company) is
responsible for the preparation, integrity and fair presentation of the consolidated
financial statements included in this Annual Report. The financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America and reflect managements judgments and
estimates concerning the effects of events and transactions that are accounted
for or disclosed.
Management is also responsible for establishing and maintaining an
effective internal control over financial reporting. The Companys internal control over financial
reporting includes those policies and procedures that pertain to the Companys
ability to record, process, summarize and report reliable financial data. The
internal control system contains monitoring mechanisms, and appropriate actions
are taken to correct identified deficiencies. Management believes that internal
controls over financial reporting, which are subject to scrutiny by management
and the Companys internal auditors, support the integrity and reliability of
the financial statements. Management recognizes that there are inherent
limitations in the effectiveness of any internal control system, including the
possibility of human error and the circumvention or overriding of internal
controls. Accordingly, even effective internal control over financial reporting
can provide only reasonable assurance with respect to financial statement
preparation. In addition, because of changes in conditions and circumstances,
the effectiveness of internal control over financial reporting may vary over
time.
12
Management assessed the Companys system of internal control over
financial reporting as of December 31, 2007. This assessment was conducted
based on the Committee of Sponsoring Organizations (COSO) of the Treadway
Commission Internal Control - Integrated Framework. Based on this assessment,
management believes that the Company maintained effective internal control over
financial reporting as of December 31, 2007. Managements assessment
concluded that there were no material weaknesses within the Companys internal
control structure. The 2007 end of year
consolidated financial statements have been audited by the independent
accounting firm of Trice Geary & Myers LLC (TGM). Personnel from TGM
were given unrestricted access to all financial records and related data,
including minutes of all meetings of the Board of Directors and Committees
thereof. Management believes that all
representations made to the independent auditors were valid and appropriate.
The resulting report from TGM accompanies the financial statements.
The Board of Directors of the Company, acting through its Audit
Committee (the Committee), is responsible for the oversight of the Companys
accounting policies, financial reporting and internal control. The Audit
Committee of the Board of Directors is comprised entirely of outside directors
who are independent of management. The Audit Committee is responsible for the
appointment and compensation of the independent auditors and approves decisions
regarding the appointment or removal of members of the internal audit function.
The Committee meets periodically with management, the independent auditors, and
the internal auditors to insure that they are carrying out their
responsibilities. The Committee is also responsible for performing an oversight
role by reviewing and monitoring the financial, accounting, and auditing
procedures of the Company in addition to reviewing the Companys financial
reports. The independent auditors and the internal auditors have full and
unlimited access to the Audit Committee, with or without the presence of the
management of the Company, to discuss the adequacy of internal control over
financial reporting, and any other matters which they believe should be brought
to the attention of the Audit Committee.
There were no changes in the Banks internal control over financial
reporting during the quarter ended December 31, 2007 that has materially
affected, or is reasonably likely to materially affect, the Banks internal
control over financial reporting.
The annual report does not include an attestation report of the Companys
registered public accounting firm regarding internal control over financial
reporting. Managements report was not
subject to attestation by the Companys registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the company to provide only managements report in this annual report.
ITEM 8B. Other Information
None.
Part III
ITEM 9.
Directors, Executive Officers, Promoter, Control Persons and Corporate
Governance of Registrant; Compliance with Section 16(a) of the
Exchange Act.
The information required under
Item 9 is hereby incorporated herein by reference from the material under the
caption Election of Directors contained under the caption Compliance with Section 16(a) of
the Securities Exchange Act of 1934 of the Companys Proxy Statement for the
Annual Meeting of Stockholders to be held on April 16, 2008.
Code of
Ethics.
The Company has adopted a Code of Ethics that
applies to the President/Chief Executive Officer and Executive Vice
President/Chief Financial Officer. The
Company will provide a copy of the Code of Ethics without charge upon written
request directed to Candace M. Springmann, Corporate Secretary, CommerceFirst
Bancorp, Inc, 1804 West Street, Annapolis, Maryland 21401.
There have been no
material changes in the procedures by which shareholders may recommend nominees
to the Companys Board of Directors since the proxy statement for the 2007
annual meeting of shareholders.
13
ITEM 10. Executive Compensation
The information required by Item 10 is hereby incorporated herein by
reference from the material under the caption Election of Directors -
Executive Compensation,
of the Companys
Proxy Statement for the Annual Meeting of Stockholders to be held on
April 16,
2008.
ITEM 11. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
Securities Authorized for
Issuance under Equity Compensation Plans
The following table sets
forth information regarding outstanding options and other rights to purchase
common stock under the Companys compensation plans.
Equity
Compensation Plan Information
Plan category
|
|
Number of securities to be issued
upon exercise of outstanding
options, warrants and rights
|
|
Weighted average exercise price of
outstanding options, warrants and
rights
|
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a)
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity
compensation plans approved by security holders (1)
|
|
0
|
|
N/A
|
|
0
|
|
Equity
compensation plans not approved by security holders
|
|
126,372
|
(1)
|
$
|
10.00
|
|
0
|
|
Total
|
|
126,372
|
|
$
|
10.00
|
|
0
|
|
(1) Column (a) reflects
106,372 shares of common stock subject to issuance upon the exercise of
warrants issued to organizers of the Company and Bank under the Organizers
Agreement and related Warrant Plan, as amended and restated, which provided for
the issuance to organizers of warrants to purchase an aggregate of 15% of the
number of shares sold in the Companys initial registered offering of shares of
its common stock. The warrants are fully
vested, and have a term ending in August 2010. The warrants are subject to call by the
Company upon the occurrence of certain events, and are subject to mandatory
exercise or forfeiture upon certain regulatory events. Column (a) also includes options to
purchase 20,000 shares of common stock at an exercise price of $10.00 per share
issuable to certain officers of the Company under the Companys 2004
Non-qualified Stock Option Plan. No additional options may be issued under the
Non-qualified Stock Option Plan.
The other information required by Item 11 is hereby incorporated herein
by reference from the material under the caption Voting Securities and
Principal Shareholders in the
Companys
Proxy Statement for the Annual Meeting of Stockholders to be held on April 16,
2008.
ITEM 12.
Certain Relationships and Related Transactions, and Director
Independence.
The information required by Item 12 is hereby incorporated herein by
reference from the material under the caption Election of Directors
of the Companys Proxy Statement for the Annual
Meeting of Stockholders to be held on April 16, 2008
.
14
ITEM 13.
Exhibits
Exhibit No.
|
|
Description of Exhibits
|
|
|
|
3(a)
|
|
Certificate of
Incorporation of the Company, as amended (1)
|
3(b)
|
|
Bylaws
of the Company (1)
|
10(a)
|
|
Employment
Agreement between Richard J. Morgan and the Company (2)
|
10(b)
|
|
Employment
Agreement between Lamont Thomas and the Company (3)
|
10(c)
|
|
2004 Non
Incentive Option Plan (4)
|
10(d)
|
|
First Amendment
to Employment Agreement between Lamont Thomas and the Company (5)
|
10(e)
|
|
Employment
Agreement between Michael T. Storm and CommerceFirst Bank (6)
|
11
|
|
Statement
regarding Computation of Per Share Income Refer to Note 1 to the
Consolidated Financial Statements included in Exhibit 13.
|
13
|
|
Annual Report to
Shareholders
|
21
|
|
Subsidiaries of
the Registrant
|
|
|
|
|
The sole
subsidiary of the Registrant is CommerceFirst Bank, a Maryland chartered
commercial bank.
|
|
|
|
23
|
|
Consent of Trice
Geary & Myers, LLC
|
31(a)
|
|
Certification of Richard J. Morgan, President and CEO
|
31(b)
|
|
Certification of Michael T. Storm, Executive Vice President and Chief
Financial Officer
|
32(a)
|
|
Certification of Richard J. Morgan, President and Chief Executive
Officer
|
32(b)
|
|
Certification of Michael T. Storm, Executive Vice President and Chief
Financial Officer
|
99(a)
|
|
Amended and Restated Organizers Agreement (7)
|
(1)
Incorporated by reference to exhibit of the same
number filed with the Companys Registration Statement on Form SB-2, as
amended, (File No. 333-91817)
(2)
Incorporated by reference to exhibit 10(b) to the
Companys to Registration Statement on Form SB-2, as amended) (File No. 333-91817)
(3)
Incorporated by reference to exhibits 10(c) to
the Companys to Registration Statement on Form SB-2, as amended) (File No. 333-91817)
(4)
Incorporated by reference to Exhibit 4 to the
Companys Registration Statement on Form S-8 (File No.
333-119988).Incorporated by reference to Exhibit 4 to the Companys to
Registration Statement on Form S-8 (File No.
333-109138)
(5)
Incorporated by reference to Exhibit 10(d) to
the Companys Quarterly Report on Form 10-QSB for the period ended March 31,
2007.
(6)
Incorporated by reference to Exhibit 10(e) to
the Companys Quarterly Report on Form 10-QSB for the period ended September 30,
2007.
(7)
Incorporated by reference to exhibit s 99(b) and 99(d) to
the Companys Registration Statement on Form SB-2, as amended (File No. 333-91817)
ITEM 14
Principal Accountant Fees and Services
The information required by Item 14 is hereby incorporated herein by
reference from the material under the caption Independent Registered Public
Accounting Firm
of the Companys Proxy
Statement for the Annual Meeting of Stockholders to be held on
April 16,
2008.
15
SIGNATURES
In accordance with Section 13 of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
COMMERCEFIRST
BANCORP, INC
|
|
|
|
|
|
|
March 6,
2008
|
By:
|
/s/ Richard J.
Morgan,
|
|
|
Richard J.
Morgan, President and CEO
|
In accordance with the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
s/ Milton D. Jernigan II
|
|
Chairman of the Board of Directors
|
|
March 6, 2008
|
Milton D. Jernigan II
|
|
of the Company and the Bank
|
|
|
|
|
|
|
|
s/ Richard J. Morgan
|
|
Director, President and CEO of the
|
|
March 6, 2008
|
Richard J. Morgan
|
|
Company and the Bank
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
s/ Edward B. Howlin, Jr.
|
|
Director of the Company and the Bank
|
|
March 6, 2008
|
Edward B. Howlin, Jr.
|
|
|
|
|
|
|
|
|
|
s/ Charles L. Hurtt, Jr., CPA
|
|
Director of the Company and the Bank
|
|
March 6, 2008
|
Charles L. Hurtt, Jr., CPA
|
|
|
|
|
|
|
|
|
|
s/ Lamont Thomas
|
|
Director of Company and the Bank
|
|
March 6, 2008
|
Lamont Thomas
|
|
|
|
|
|
|
|
|
|
s/ Robert R. Mitchell
|
|
Director of the Company and the Bank
|
|
March 6, 2008
|
Robert R. Mitchell
|
|
|
|
|
|
|
|
|
|
s/ John A. Richardson, Sr.
|
|
Director of the Company and the Bank
|
|
March 6, 2008
|
John A. Richardson, Sr.
|
|
|
|
|
|
|
|
|
|
s/ George C. Shenk, Jr.
|
|
Director of the Company and the Bank
|
|
March 6, 2008
|
George C. Shenk, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
Director of the Company and the Bank
|
|
March , 2008
|
Jerome A. Watts
|
|
|
|
|
|
|
|
|
|
s/ Michael T. Storm
|
|
Executive Vice President/Chief Financial
|
|
March 6, 2008
|
Michael T. Storm
|
|
Officer of the Company and the Bank
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
16
Commercefirst Bancorp (NASDAQ:CMFB)
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De May 2024 a Jun 2024
Commercefirst Bancorp (NASDAQ:CMFB)
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De Jun 2023 a Jun 2024