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

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

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

(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.

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:

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

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	%

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.

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.

April 8, 2011