8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

May 13, 2011
Date of Report (Date of earliest event reported)

ROYAL BANCSHARES OF PENNSYLVANIA, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation)	0-26366 (Commission File Number)	23-2812193 (IRS Employer Ident. No.)
732 Montgomery Avenue, Narberth, Pennsylvania (Address of principal executive offices)		19072 (Zip Code)

(610) 668-4700
Registrant’s telephone number, including area code

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 2.02 Results of Operation and Financial Condition.

          On May 13, 2011, Royal Bancshares of Pennsylvania, Inc. (“Royal”) issued a press release announcing its financial results for the period ended March 31, 2011. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

     On May 18, 2011, Royal held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”) for which the board of directors solicited proxies. At the Annual Meeting, the shareholders of Royal voted on the following proposals described in the Proxy Statement dated April 8, 2011.

     The proposals voted on and approved by the shareholders of Royal at the Annual Meeting were as follows:

Proposal No. 1. Royal’s shareholders elected four individuals to serve as Class III members of the board of directors, as set forth below:

	Votes		Votes		Broker
Name	For		Withheld		Non-Votes
Samuel L. Goldstein		23,125,404		122,886		2.844,206
Michael J. Piracci		23,154,477		93,813		2,844,206
Jay H. Shah		23,123,356		124,934		2,844,206
Edward B. Tepper		21,989,169		1,259,121		2,844,206

Proposal No. 2. Royal’s shareholders ratified the appointment of ParenteBeard LLC, as Royal’s independent registered public accounting firm for the year ending December 31, 2011, as set forth below:

Votes For	Votes Against	Abstentions
24,681,721	1,395,102	15,673

Proposal No. 3. Royal’s shareholders approved a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) regarding the named executive officers in Royal’s proxy statement, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
21,950,483	1,275,517	22,290	2,844,206

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits:

99.1 Press release dated May 13, 2011 regarding financial results for the period ended March 31, 2011.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROYAL BANCSHARES OF PENNSYLVANIA, INC.
Dated: May 18, 2011	By:	/s/ James J. McSwiggan, Jr.
		James J. McSwiggan, Jr.
		President and Chief Operating Officer

EX-99.1

Exhibit 99.1

Royal Bancshares of Pennsylvania, Inc. Announces Financial Results for the First Quarter of 2011

NARBERTH, PA—(Marketwire — May 13, 2011) — Royal Bancshares of Pennsylvania, Inc. (NASDAQ: RBPAA) (“Royal”), parent company of Royal Bank America, a community bank actively empowering small businesses, entrepreneurs and individuals to achieve their financial goals and enrich our communities, today announced its consolidated financial results for the first quarter ended March 31, 2011.

For the three-month period ending March 31, 2011, net loss attributable to Royal was $1.5 million or 15 cents per basic and diluted common share, as compared to a net loss of $1.1 million, or 12 cents per basic and diluted common share for the three-month period ending March 31, 2010.

Robert R. Tabas, Chairman and CEO, noted, “We are disappointed to report a loss for the quarter yet are encouraged by improvements in both our capital ratios and net interest margin, each of which illustrates the progress we are making in strengthening our bank.”

The following is an overview of key financials and trends:

— As part of a continued deleveraging strategy, total assets decreased to $929.4 million at March 31, 2011, compared to $980.6 million at December 31, 2010; total deposits decreased to $645.1 million at March 31, 2011, compared to $693.9 million at December 31, 2010; total loans (including loans held for sale) decreased to $467.9 million at March 31, 2011, compared to $505.3 million at December 31, 2010.

— Net interest margin at the end of the first quarter of 2011 was 3.10%, 31 basis points improvement from the comparable quarter of 2010. Net interest margin has almost recovered to the level recorded in 2008, 3.15%, highlighting the bank’s ability to retain and re-price maturing retail CDs coupled with redemptions of higher costing brokered CDs over the past year, including $33.5 million in the first quarter of 2011.

— At March 31, 2011, Royal Bank America’s total capital to risk-weighted assets was 14.25%, Tier I capital to risk-weighted assets was 12.97%, and Tier I capital to average assets was 8.65% in accordance with regulatory accounting principles. At December 31, 2010, such capital ratios were 13.76%, 12.49% and 8.03%, respectively.

— For the three months ended March 31, 2011, the Company did not record other-than-temporary-impairment losses on its investment portfolio reflecting what we believe to be the positive impact of concentrated measures taken to reduce risk within the portfolio over

the past few quarters. Investment impairment charges totaled $479,000, $11.0 million, and $23.4 million in 2010, 2009, and 2008, respectively.

— Total non-accrual loans at March 31, 2011 were $65.1 million as compared to $65.8 million at December 31, 2010 and $83.7 million at March 31, 2010.

About Royal Bancshares of Pennsylvania, Inc.

Royal Bancshares of Pennsylvania, Inc., headquartered in Narberth, Pennsylvania, is the parent company of Royal Bank America, which for the past 48 years has played a lead role in the growth and development of our region by empowering small businesses, entrepreneurs and individuals to achieve their financial goals and enrich our communities. More information on Royal Bancshares of Pennsylvania, Inc., Royal Bank America and its subsidiaries is available at www.royalbankamerica.com.

Forward-Looking Statements

The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties, and actual results could differ materially; therefore, readers should not place undue reliance on any forward-looking statements. Royal Bancshares of Pennsylvania, Inc. does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. For a discussion of the factors that could cause actual results to differ from the results discussed in any such forward-looking statements, see the filings made by Royal Bancshares of Pennsylvania, Inc. with the Securities and Exchange Commission, including its Annual Report — Form 10-K for the year ended December 31, 2010.

ROYAL BANCSHARES OF PENNSYLVANIA, INC.
CONDENSED INCOME STATEMENT

	Three Months
	Ended Mar. 31st
(in thousands, except for earnings per share)	2011			2010
	(Unaudited)			(Unaudited)
Interest Income	$	10,574		$	15,623
Interest Expense		4,019			7,603
Net Interest Income		6,555			8,020
Provision for Loan Losses		2,084			1,903
Net Interest Income after Provision		4,471			6,117
Non Interest Income		1,364			1,305
Non Interest Expense		6,969			8,053
Loss before Taxes		(1,134	)		(631	)
Income Tax Expense		0			0
Net Loss		(1,134	)		(631	)
Less Net Income attributable to noncontrolling interest		377			442
Net Loss attributable to Royal Bancshares	$	(1,511	)	$	(1,073	)
Loss per common share — basic	$	(0.15	)	$	(0.12	)
SELECTED RATIOS:
Return on Average Assets		-0.6	%		-0.3	%
Return on Average Equity		-7.3	%		-4.1	%
Average Equity to Assets		8.8	%		8.4	%
Book Value Per Share	$	3.65		$	5.44

CONDENSED BALANCE SHEET

(in thousands)	Mar. 31, 2011		Dec. 31, 2010
	(unaudited)		(unaudited)
Cash and Cash Equivalents	$	52,146	$	51,733
Investment Securities		315,233		327,560
Loans & Leases (net)		467,893		505,346
Premises and Equipment (net)		12,958		12,529
Accrued Interest receivable		16,867		16,864
Other Assets		64,277		66,594
Total Assets	$	929,374	$	980,626
Deposits		645,069		693,913
Borrowings		153,233		154,949
Other Liabilities		22,788		21,897
Subordinated debentures		25,774		25,774
Royal Bancshares Shareholders’ Equity		78,732		80,692
Noncontrolling Interest		3,778		3,401
Total Equity		82,510		84,093
Total Liabilities and Equity	$	929,374	$	980,626

The above condensed financial information includes consolidation of Equity Real Estate Investments, owned by Royal Bancshares of Pennsylvania, Inc., which are required as a result of ASU 2009-17.