þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
Name of Each Exchange on Which Registered | Title of Each Class | |
The NASDAQ Stock Market, LLC | Class A Common Stock ($2.00 par value) |
Name of Each Exchange on Which Registered | Title of Each Class | |
None | Class B Common Stock ($0.10 par value) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
ITEM 6. | SELECTED FINANCIAL DATA |
1
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
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. |
(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
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | |
32.1
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Section 1350 Certification of Chief Executive Officer. | |
32.1
|
Section 1350 Certification of Chief Financial Officer. |
3
ROYAL BANCSHARES OF PENNSYLVANIA, INC. |
||||
/s/ Robert R. Tabas | ||||
Robert R. Tabas | ||||
Chief Executive Officer | ||||
4
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ Robert R. Tabas | ||||
Robert R. Tabas | ||||
Principal Executive Officer |
5
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ Robert A. Kuehl | ||||
Robert A. Kuehl | ||||
Principal Financial Officer and Principal Accounting Officer |
6
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 | ||||
7
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 | ||||
8