10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 0-26366

ROYAL BANCSHARES OF PENNSYLVANIA, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2812193
(State of other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
732 Montgomery Avenue, Narberth, Pennsylvania	19072
(Address of principal executive offices)	(Zip Code)

(610) 668-4700

(Issuer’s telephone number, including area code)

(Former name, former address and former year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange on Which Registered	Title of Each Class
The NASDAQ Stock Market, LLC	Class A Common Stock ($2.00 par value)

Securities registered pursuant to Section 12(g) of the Act:

Name of Each Exchange on Which Registered	Title of Each Class
None	Class B Common Stock ($0.10 par value)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
o Yes No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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 reports), and (2) has been subject to such filing requirements for the past 90 days.
þ Yes No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period) that the registrant was required to submit and post such files).
o Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act)
o Yes    No þ

The aggregate market value of the Registrant’s Common Stock held by non-affiliates is $15,428,819 based on the June 30, 2010 closing price of the Registrant’s Common Stock of $3.00 per share.

As of February 28, 2011, the Registrant had 11,359,788 and 2,082,930 shares outstanding of Class A and Class B common stock, respectively.

Documents Incorporated by Reference

Portions of the following documents are incorporated by reference: the Definitive Proxy Statement of the Registrant relating to Registrant’s Annual Meeting of Shareholders to be held on May 18, 2011—Part III.

EXPLANATORY NOTE

The Company is amending Item 6 of Part II of the Company’s Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) in order to correct certain errors under the line items “Return on average assets,” “Return on average equity,” and “Average equity to average assets” which appear under the Balance Sheet Data within the table of this Item.

The Form 10-K as amended hereby continues to speak as of the date of the Form 10-K and the disclosures have not been updated to speak as of any later date. Any items in this Form 10-K/A that are not expressly changed hereby shall be as set forth in the Form 10-K. All information contained in this Amendment No. 1 and the Form 10-K is subject to updating and supplementing as provided in the Company’s periodic reports filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K.

Pursuant to SEC Rule 12b-15, in connection with this Amendment No. 1 on Form 10-K/A, the Company is filing updated Exhibits 31.1, 31.2, 32.1, and 32.2.

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial and operating information for the Company should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and accompanying notes in Item 8 of this Report:

1

Statement of Operations Data

	For the years ended December 31,
(In thousands, except share data)	2010			2009			2008			2007			2006
Interest income	$	57,262		$	66,043		$	72,764		$	86,736		$	93,006
Interest expense		25,994			37,439			38,109			48,873			46,372
Net interest income		31,268			28,604			34,655			37,863			46,634
Provision for loan and lease losses		22,140			20,605			21,841			13,026			1,803
Net interest income after loan and lease losses		9,128			7,999			12,814			24,837			44,831
Gain on sale of premises & equipment		156			—			1,991			—			—
Gain on sale of premises & equipment related to real estate owned via equity investments		667			1,817			1,679			1,860			3,036
Income from bank owned life insurance		379			1,099			1,233			875			847
Service charges and fees		1,266			1,419			1,186			1,348			1,404
Gains on sales related to real estate joint ventures		—			—			1,092			350			—
Income related to real estate owned via equity investments		564			1,302			965			1,384			3,591
Gains on sale of real estate		1,019			294			429			1,111			2,129
Gains on sale of loans		510			914			190			404			379
Gains (loss) on investment securities		1,290			1,892			(1,313	)		5,358			383
Gain on sale of security claim		1,656			—			—			—			—
Other income		737			578			148			198			202
Other income,excluding other-than-temporary impairment losses		8,244			9,315			7,600			12,888			11,971
Total other than-temporary-impairment losses on investment securities		(566	)		(13,431	)		(23,388	)		—			—
Portion of loss recognized in other comprehensive loss		87			2,390			—			—			—
Net impairment losses recognized in earnings		(479	)		(11,041	)		(23,388	)		—			—
Total other income (loss)		7,765			(1,726	)		(15,788	)		12,888			11,971
(Loss) income before other expenses & income taxes		16,893			6,273			(2,974	)		37,725			56,802
Non-interest expense
Salaries and benefits		11,591			12,235			15,044			12,215			13,451
Impairment related to OREO		7,374			4,537			—			—			—
Impairment related to real estate owned via equity investments		2,600			—			1,500			8,500			—
Expenses related to real estate owned via equity investments		529			907			966			1,590			1,606
Impairment related to real estate joint venture		1,552			—			—			5,927			—
Other		17,097			24,514			15,023			11,800			9,595
Total other expense		40,743			42,193			32,533			40,032			24,652
(Loss) income before tax expense (benefit)		(23,850	)		(35,920	)		(35,507	)		(2,307	)		32,150
Income tax expense (benefit)		—			474			2,643			(1,568	)		10,015
Net (loss) income	$	(23,850	)	$	(36,394	)	$	(38,150	)	$	(739	)	$	22,135
Less net income (loss) attributable to noncontrolling interest		243			1,402			(68	)		(1,303	)		567
Net (loss) income attributable to Royal Bancshares		(24,093	)		(37,796	)		(38,082	)		564			21,568
Less Series A Preferred stock accumulated dividend and accretion		(1,970	)		(1,672	)		—			—			—
Net (loss) income available to common shareholders		(26,063	)		(39,468	)		(38,082	)		564			21,568
Basic (loss) earnings per common share	$	(1.97	)	$	(2.64	)	$	(2.86	)	$	0.04		$	1.60
Diluted (loss) earnings per common share	$	(1.97	)	$	(2.64	)	$	(2.86	)	$	0.04		$	1.59

2

Balance Sheet Data

	For the years ended December 31,
(In thousands)	2010			2009			2008			2007			2006
Total Assets		980,626			1,292,726			1,175,586			1,278,475			1,356,311
Total average assets (2)		1,177,922			1,295,126			1,189,518			1,314,361			1,317,688
Loans, net		475,725			656,533			671,814			625,193			580,759
Total deposits		693,913			881,755			760,068			770,152			859,457
Total average deposits		791,026			857,742			724,384			869,884			761,267
Total borrowings (1)		180,723			283,601			313,805			339,251			301,203
Total average borrowings (1)		256,688			307,225			307,597			254,757			377,139
Total shareholders’ equity (3)		84,093			101,156			79,687			146,367			163,254
Total average shareholders’ equity		103,895			107,511			131,155			158,695			158,372
Return on average assets		(2.04	%)		(2.57	%)		(3.20	%)		0.04	%		1.64	%
Return on average equity		(23.19	%)		(30.94	%)		(29.04	%)		0.36	%		13.62	%
Average equity to average assets		8.82	%		8.30	%		11.03	%		12.07	%		12.10	%
Dividend payout ratio		0.00	%		0.00	%		(10.52	%)		2743.40	%		66.10	%

(1)	Includes obligations through VIE equity investments and subordinated debt.
(2)	Includes premises and equipment of VIE.
(3)	Excludes noncontrolling interest.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (3)	The following Exhibits are filed herewith as a part of this amendment to the report:
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
3l.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1	Section 1350 Certification of Chief Executive Officer.
32.1	Section 1350 Certification of Chief Financial Officer.

3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROYAL BANCSHARES OF PENNSYLVANIA, INC.
 

/s/ Robert R. Tabas  

Robert R. Tabas 

Chief Executive Officer 

April 8, 2011

4

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert R. Tabas, certify that:

1.	I have reviewed this report on Form 10-K/A of Royal Bancshares of Pennsylvania, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15(d)-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 8, 2011

/s/ Robert R. Tabas  

Robert R. Tabas 

Principal Executive Officer 

5

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert A. Kuehl, certify that:

1.	I have reviewed this report on Form 10-K/A of Royal Bancshares of Pennsylvania, Inc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared:
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 8, 2011

/s/ Robert A. Kuehl  

Robert A. Kuehl 

Principal Financial Officer and Principal Accounting Officer 

6

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT 2002

In connection with the Annual Report of Royal Bancshares a Pennsylvania, Inc. (“Royal”) on Form 10-K/A for the period ending December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert R. Tabas, Principal Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Royal as of the dates and for the periods expressed in the Report.

/s/ Robert R. Tabas  

Robert R. Tabas 

Principal Executive Officer 

April 8, 2011

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

7

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT 2002

In connection with the Annual Report of Royal Bancshares of Pennsylvania, Inc. (“Royal”) on Form 10-K/A for the period ending December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert A. Kuehl, Principal Financial Officer and Principal Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Royal as of the dates and for the periods expressed in the Report.

/s/ Robert A. Kuehl  

Robert A. Kuehl 

Principal Financial Officer and Principal Accounting Officer 

April 8, 2011

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

8