Pennsylvania
|
0-26366
|
23-2812193
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Ident. No.)
|
One Bala Plaza Suite 522, 231 St. Asaph’s Road, Bala Cynwyd, PA
|
19004
|
(Address of principal executive offices)
|
(Zip Code)
|
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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. |
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits: |
99.1 | Press release, dated February 2, 2016, regarding financial results for the quarter and year ended December 31, 2015. |
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
|
||
Dated: February 4, 2016 | ||
By:
|
/s/ Michael S. Thompson
|
|
Michael S. Thompson
|
||
Chief Financial Officer
|
· | At December 31, 2015, total assets were $788.3 million and grew $26.4 million, or 3.5%, from $761.9 million at September 30, 2015, and $55.7 million, or 7.6%, from $732.6 million at December 31, 2014. |
· | Total loans were $499.1 million at December 31, 2015, an increase of $27.9 million, or 5.9%, from $471.2 million at September 30, 2015, and an increase of $84.0 million, or 20.2%, from $415.1 million at December 31, 2014. Current quarter increases were recognized in multiple loan portfolio segments. |
· | Total deposits were $577.9 million at December 31, 2015, an increase of $24.1 million, or 4.4%, from $553.8 million at September 30, 2015, and an increase of $47.5 million, or 9.0%, from $530.4 million at December 31, 2014. |
· | The ratio of non-performing loans to total loans continues to show improvement and decreased to 1.10% from 2.36% at December 31, 2015 and 2014, respectively. Excluding tax liens, the ratio of non-performing loans to total loans was 0.88% and 1.99% at December 31, 2015 and 2014, respectively. |
· | Non-performing loans of $5.5 million at December 31, 2015 decreased $4.3 million, or 44.0%, from $9.8 million at December 31, 2014. |
· | The ratio of non-performing assets to total assets was 1.64% and 2.67% at December 31, 2015 and 2014, respectively. Excluding tax lien assets, the ratio of nonperforming assets to total assets was 0.59% and 1.19% at December 31, 2015 and 2014, respectively. |
· | Non-performing assets of $12.9 million at December 31, 2015 decreased $6.7 million, or 34.0%, from December 31, 2014. The purposeful downsizing of the tax lien business, which is not core to Royal Bank’s overall strategy, has seen a planned reduction from a high of over $100 million in total tax lien assets in 2009 to approximately $14.0 million in total tax lien assets at December 31, 2015. |
· | During the fourth quarter of 2015, the Company recorded a provision to the allowance for loan and lease losses of $634 thousand compared to a credit of $102 thousand for the fourth quarter of 2014. The 2015 provision was effected by the net charge-offs of $751 thousand recorded in the fourth quarter of 2015 related to non-accrual loans. |
· | The return on average assets for the three months and year ended December 31, 2015 increased to 3.30% and 1.49%, respectively, compared to 0.44% and 0.70% for the three months and year ended December 31, 2014. The return on average assets for the three months ended December 31, 2015 was directly impacted by the $5.4 million reversal of a portion of the DTA valuation allowance. Excluding the net tax benefit of $5.1 million, the return on average assets was 0.65% and 0.79% for the three months and year ended December 31, 2015, respectively. |
· | The return on average equity for the three months and year ended December 31, 2015 was 37.95% and 16.81%, respectively, compared to 5.09% and 9.05% for the three months and year ended December 31, 2014. The return on average assets for the three months ended December 31, 2015 was directly impacted by the $5.4 million reversal of a portion of the DTA valuation allowance. Excluding the net tax benefit of $5.1 million, the return on average equity was 7.51% and 8.95% for the three months and year ended December 31, 2015, respectively. |
· | At December 31, 2015, the Company’s Tier 1 leverage and Total Risk Based Capital ratios were 12.4% and 18.6%, respectively, compared to 11.9% and 19.2%, respectively, at December 31, 2014. The Common Equity Tier 1 ratio was 9.4% at December 31, 2015. |
· | Net interest income increased $539 thousand, or 9.6%, from $5.6 million for the three months ended December 31, 2014 to $6.2 million for the three months ended December 31, 2015. Net interest income increased $1.2 million, or 5.4%, from $22.3 million for the twelve months ended December 31, 2014 to $23.5 million for the twelve months ended December 31, 2015. The growth in the quarterly and year to date net interest income was primarily related to an increase in interest income and the average yields earned on average interest-earning assets. |
· | The net interest margin grew to 3.36% for the fourth quarter of 2015 compared to 3.27% for the comparable period in 2014 and was 3.38% for the twelve months ended December 31, 2015 compared to 3.25% for the twelve months ended December 31, 2014. The increase in net interest margin was directly related to an increase in the yield on average interest-earning assets due to a change in the composition of such assets. |
· | Non-interest income for the fourth quarter of 2015 was $1.2 million and increased $459 thousand, or 61.8%, from $743 thousand for the fourth quarter of 2014. The quarterly improvement in non-interest income was impacted by $324 thousand in gains on the sale of a Company owned building and a $201 thousand increase in net gains on the sale of investment securities. |
· | Non-interest income was $4.0 million for 2015 and increased $497 thousand, or 14.1%, from $3.5 million for 2014. For 2015, net gains on the sales of investment securities, premises and equipment, and other real estate owned (“OREO”) grew $523 thousand, $217 thousand and $176 thousand, respectively, from their totals in the 2014 period. These increases were partially offset by a $232 thousand decline in the net gains on sales of loans and leases when compared to the 2014 period. During 2015, the Company sold lower earning investment securities to fund the loan growth, which included selling the majority of the corporate bonds in the investment portfolio. |
· | Non-interest expense was $5.4 million for the quarter ended December 31, 2015 and decreased $709 thousand from $6.1 million for the comparable period in 2014. Included in non-interest expense for 2014 was a $402 thousand penalty on the pre-payment of $5.0 million in borrowings. There was no penalty or pre-payment in 2015. Additionally, for the fourth quarter of 2015, professional and legal fees declined $219 thousand. |
· | Non-interest expense was relatively flat at $21.9 million for 2015 and 2014. In addition to the reduction of $402 thousand in the pre-payment penalty described previously, in 2015 the Company recognized declines of $467 thousand, $329 thousand and $167 thousand in professional and legal fees, FDIC and state assessments, and marketing and advertising, respectively, from the 2014 amounts. Mitigating these declines were increases of $464 thousand, $419 thousand, $299 thousand, and $277 thousand in OREO expenses and impairment, provision for unfunded loan commitments due to the growth in such commitments, occupancy and equipment costs, and employee salaries and benefits, respectively. The increase in OREO expenses was directly related to the properties from the tax lien portfolio. |
· | As previously stated, during the fourth quarter of 2015, the Company reversed $5.4 million of the valuation allowance related to net deferred tax assets which contributed to a net tax benefit of $5.1 million. This transaction positively affected both the fourth quarter and full year 2015 results. |
For the three months
ended December 31,
|
For the years
ended December 31,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Interest income
|
$
|
7,844
|
$
|
7,233
|
$
|
29,993
|
$
|
28,784
|
||||||||
Interest expense
|
1,686
|
1,614
|
6,484
|
6,484
|
||||||||||||
Net interest income
|
6,158
|
5,619
|
23,509
|
22,300
|
||||||||||||
Provision (credit) for loan and lease losses
|
634
|
(102
|
)
|
(748
|
)
|
(867
|
)
|
|||||||||
Net interest income after provision
|
5,524
|
5,721
|
24,257
|
23,167
|
||||||||||||
Non-interest income
|
1,202
|
743
|
4,032
|
3,535
|
||||||||||||
Non-interest expense
|
5,427
|
6,136
|
21,904
|
21,864
|
||||||||||||
Income before taxes
|
1,299
|
328
|
6,385
|
4,838
|
||||||||||||
Income tax benefit
|
(5,139
|
)
|
(654
|
)
|
(5,139
|
)
|
(654
|
)
|
||||||||
Net income
|
6,438
|
982
|
11,524
|
5,492
|
||||||||||||
Less net income attributable to noncontrolling interest
|
31
|
170
|
531
|
382
|
||||||||||||
Net income attributable to Royal Bancshares
|
$
|
6,407
|
$
|
812
|
$
|
10,993
|
$
|
5,110
|
||||||||
Less Preferred stock Series A accumulated dividend and accretion
|
$
|
434
|
$
|
434
|
$
|
1,721
|
$
|
2,078
|
||||||||
Net income to common shareholders
|
$
|
5,973
|
$
|
378
|
$
|
9,272
|
$
|
3,032
|
||||||||
Income per common share – basic and diluted
|
$
|
0.20
|
$
|
0.01
|
$
|
0.31
|
$
|
0.14
|
For the three months
ended December 31,
|
For the years
ended December 31,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Return on Average Assets
|
3.3
|
%
|
0.4
|
%
|
1.5
|
%
|
0.7
|
%
|
||||||||
Return on Average Equity
|
38.0
|
%
|
5.1
|
%
|
16.8
|
%
|
9.0
|
%
|
||||||||
Average Equity to Average Assets
|
8.7
|
%
|
8.7
|
%
|
8.8
|
%
|
7.7
|
%
|
||||||||
Book Value Per Share (at period end)
|
$
|
1.77
|
$
|
1.44
|
$
|
1.77
|
$
|
1.44
|
At December 31,
|
||||||||
Capital ratios (US GAAP):
|
2015
|
2014
|
||||||
Company Tier I Leverage
|
12.4
|
%
|
11.9
|
%
|
||||
Company Total Risk Based Capital
|
18.6
|
%
|
19.2
|
%
|
||||
Company Common Equity Tier 1
|
9.4
|
%
|
NA
|
For the three
months ended
|
For the year
ended
|
|||||||
December 31, 2015
|
||||||||
Net income attributable to Royal Bancshares
|
$
|
6,407
|
$
|
10,993
|
||||
Less net tax benefit
|
5,139
|
5,139
|
||||||
Net income attributable to Royal Bancshares (non-GAAP)
|
$
|
1,268
|
$
|
5,854
|
||||
Less Preferred stock Series A accumulated dividend and accretion
|
$
|
434
|
$
|
1,721
|
||||
Net income to common shareholders (non-GAAP)
|
$
|
834
|
$
|
4,133
|
||||
Income per common share – basic and diluted (non-GAAP)
|
$
|
0.03
|
$
|
0.14
|
||||
Return on Average Assets
|
0.7
|
%
|
0.8
|
%
|
||||
Return on Average Equity
|
7.5
|
%
|
9.0
|
%
|
At December 31,
2015
|
At December 31,
2014
|
|||||||
Cash and cash equivalents
|
$
|
25,420
|
$
|
30,790
|
||||
Investment securities, at fair value
|
224,067
|
250,368
|
||||||
Other investment, at cost
|
2,250
|
2,250
|
||||||
Federal Home Loan Bank stock
|
2,545
|
2,622
|
||||||
Loans and leases
|
||||||||
Commercial real estate
|
241,928
|
188,861
|
||||||
Construction and land development
|
47,984
|
45,662
|
||||||
Commercial and industrial
|
85,980
|
76,489
|
||||||
Residential real estate
|
51,588
|
42,992
|
||||||
Leases
|
64,341
|
51,583
|
||||||
Tax certificates
|
4,755
|
7,191
|
||||||
Consumer
|
2,527
|
2,354
|
||||||
Loans and leases
|
499,103
|
415,132
|
||||||
Allowance for loan and lease losses
|
(9,689
|
)
|
(11,708
|
)
|
||||
Loans and leases, net
|
489,414
|
403,424
|
||||||
Bank owned life insurance
|
16,133
|
15,636
|
||||||
Premises and equipment, net
|
3,959
|
5,201
|
||||||
Other real estate owned, net
|
7,435
|
9,779
|
||||||
Accrued interest receivable
|
4,149
|
5,270
|
||||||
Other assets
|
12,911
|
7,213
|
||||||
Total Assets
|
$
|
788,283
|
$
|
732,553
|
||||
Deposits
|
$
|
577,892
|
$
|
530,425
|
||||
Borrowings
|
90,970
|
92,426
|
||||||
Other liabilities
|
21,349
|
21,322
|
||||||
Subordinated debentures
|
25,774
|
25,774
|
||||||
Royal Bancshares shareholders’ equity
|
71,904
|
62,219
|
||||||
Noncontrolling interest
|
394
|
387
|
||||||
Total Equity
|
72,298
|
62,606
|
||||||
Total Liabilities and Equity
|
$
|
788,283
|
$
|
732,553
|
For the three months ended
December 31, 2015
|
For the three months ended
December 31, 2014
|
|||||||||||||||||||||||
Average
Balance
|
Interest
|
Yield
|
Average
Balance
|
Interest
|
Yield
|
|||||||||||||||||||
Cash and cash equivalents
|
$
|
14,542
|
$
|
11
|
0.30
|
%
|
$
|
12,664
|
$
|
6
|
0.19
|
%
|
||||||||||||
Investment securities
|
224,086
|
1,367
|
2.42
|
%
|
258,745
|
1,581
|
2.42
|
%
|
||||||||||||||||
Loans
|
488,389
|
6,466
|
5.25
|
%
|
411,213
|
5,646
|
5.45
|
%
|
||||||||||||||||
Total interest-earning assets
|
727,017
|
7,844
|
4.28
|
%
|
682,622
|
7,233
|
4.20
|
%
|
||||||||||||||||
Non-interest earning assets
|
43,776
|
43,790
|
||||||||||||||||||||||
Total average assets
|
$
|
770,793
|
$
|
726,412
|
||||||||||||||||||||
Interest-bearing deposits
|
||||||||||||||||||||||||
NOW and money markets
|
$
|
227,960
|
$
|
207
|
0.36
|
%
|
$
|
205,471
|
$
|
160
|
0.31
|
%
|
||||||||||||
Savings
|
45,627
|
68
|
0.59
|
%
|
19,194
|
7
|
0.14
|
%
|
||||||||||||||||
Time deposits
|
209,153
|
735
|
1.39
|
%
|
223,016
|
725
|
1.29
|
%
|
||||||||||||||||
Total interest-bearing deposits
|
482,740
|
1,010
|
0.83
|
%
|
447,681
|
892
|
0.79
|
%
|
||||||||||||||||
Borrowings
|
116,815
|
676
|
2.30
|
%
|
123,215
|
722
|
2.32
|
%
|
||||||||||||||||
Total interest-bearing liabilities
|
599,555
|
1,686
|
1.12
|
%
|
570,896
|
1,614
|
1.12
|
%
|
||||||||||||||||
Non-interest bearing deposits
|
81,473
|
70,346
|
||||||||||||||||||||||
Other liabilities
|
22,792
|
21,866
|
||||||||||||||||||||||
Shareholders' equity
|
66,973
|
63,304
|
||||||||||||||||||||||
Total average liabilities and equity
|
$
|
770,793
|
$
|
726,412
|
||||||||||||||||||||
Net interest income
|
$
|
6,158
|
$
|
5,619
|
||||||||||||||||||||
Net interest margin
|
3.36
|
%
|
3.27
|
%
|
For the year ended
December 31, 2015
|
For the year ended
December 31, 2014
|
|||||||||||||||||||||||
Average Balance
|
Interest
|
Yield
|
Average Balance
|
Interest
|
Yield
|
|||||||||||||||||||
Cash and cash equivalents
|
$
|
16,197
|
$
|
32
|
0.20
|
%
|
$
|
9,897
|
$
|
22
|
0.22
|
%
|
||||||||||||
Investment securities
|
228,779
|
5,617
|
2.46
|
%
|
292,208
|
7,191
|
2.46
|
%
|
||||||||||||||||
Loans
|
450,094
|
24,344
|
5.41
|
%
|
383,582
|
21,571
|
5.62
|
%
|
||||||||||||||||
Total interest-earning assets
|
695,070
|
29,993
|
4.32
|
%
|
685,687
|
28,784
|
4.20
|
%
|
||||||||||||||||
Non-interest earning assets
|
44,851
|
45,558
|
||||||||||||||||||||||
Total average assets
|
$
|
739,921
|
$
|
731,245
|
||||||||||||||||||||
Interest-bearing deposits
|
||||||||||||||||||||||||
NOW and money markets
|
$
|
211,271
|
$
|
716
|
0.34
|
%
|
$
|
208,688
|
$
|
653
|
0.31
|
%
|
||||||||||||
Savings
|
30,023
|
120
|
0.40
|
%
|
18,765
|
31
|
0.17
|
%
|
||||||||||||||||
Time deposits
|
217,688
|
2,970
|
1.36
|
%
|
228,754
|
2,920
|
1.28
|
%
|
||||||||||||||||
Total interest-bearing deposits
|
458,982
|
3,806
|
0.83
|
%
|
456,207
|
3,604
|
0.79
|
%
|
||||||||||||||||
Borrowings
|
116,547
|
2,678
|
2.30
|
%
|
128,628
|
2,880
|
2.24
|
%
|
||||||||||||||||
Total interest-bearing liabilities
|
575,529
|
6,484
|
1.13
|
%
|
584,835
|
6,484
|
1.11
|
%
|
||||||||||||||||
Non-interest bearing deposits
|
77,052
|
66,221
|
||||||||||||||||||||||
Other liabilities
|
21,935
|
23,691
|
||||||||||||||||||||||
Shareholders' equity
|
65,405
|
56,498
|
||||||||||||||||||||||
Total average liabilities and equity
|
$
|
739,921
|
$
|
731,245
|
||||||||||||||||||||
Net interest income
|
$
|
23,509
|
$
|
22,300
|
||||||||||||||||||||
Net interest margin
|
3.38
|
%
|
3.25
|
%
|
At December
31, 2015
|
At December
31, 2014
|
|||||||
Non-performing loans
|
$
|
4,367
|
$
|
8,113
|
||||
Non-performing tax certificates
|
1,125
|
1,700
|
||||||
Total nonperforming loans
|
5,492
|
9,813
|
||||||
Other real estate owned-loans
|
220
|
349
|
||||||
Other real estate owned-tax certificates
|
7,215
|
9,430
|
||||||
Total other real estate owned
|
7,435
|
9,779
|
||||||
Total nonperforming assets
|
$
|
12,927
|
$
|
19,592
|
||||
Ratio of non-performing loans to total loans
|
1.10
|
%
|
2.36
|
%
|
||||
Ratio of non-performing assets to total assets
|
1.64
|
%
|
2.67
|
%
|
||||
Ratio of allowance for loan and lease losses to total loans
|
1.94
|
%
|
2.82
|
%
|
||||
Ratio of allowance for loan and lease losses to non-performing loans
|
176.42
|
%
|
119.31
|
%
|