UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the quarterly period ended:June 30, 2009
| 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 the registrant as specified in its charter)
| PENNSYLVANIA | 23-2812193 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer identification No.) |
732 Montgomery Avenue, Narberth, PA 19072
(Address of principal Executive Offices)
(610) 668-4700
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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. Yes þ No o
Indicate by checkmark 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 (§232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12-b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class A Common Stock | Outstanding at July 31, 2009 | |
| $2.00 par value | 10,847,117 |
| Class B Common Stock | Outstanding at July 31, 2009 | |
| $0.10 par value | 2,095,265 |
EXPLANATORY NOTE
The Company is amending Item 4 of Part I , Item 1A. of Part II and Item 4 of Part II of the Company’s Form 10-Q for the quarter ended June 30, 2009 (the “Form 10-Q”) to read in their entirety as set forth below.
The Form 10-Q as amended hereby continues to speak as of the date of the Form 10-Q and the disclosures have not been updated to speak as of any later date. Any items in this Form 10-Q/A that are not expressly changed hereby shall be as set forth in the Form 10-Q. All information contained in this Amendment No. 1 and the Form 10-Qis 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-Q.
Pursuant to SEC Rule 12b-15, in connection with this Amendment No. 1 on Form 10-Q/A, the Company is filing updated Exhibits 31.1, 31.2, 32.1, and 32.2.
ITEM 4 — CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms. As of the end of the period covered by this report, the Company evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on that evaluation our CEO and CFO concluded, as a result of the material weakness described in the following paragraph, that the Company’s disclosure controls and procedures were not effective at June 30, 2009.
As described in Item 9A(T) in our annual report on Form 10-K for the year-ended December 31, 2008, management had identified a material weakness associated with internal controls related to the accounting for deferred income taxes. To remediate this weakness, the Company engaged a nationally recognized independent public accounting firm to review the Company’s accounting procedures related to deferred income taxes for December 31, 2008 and March 31, 2009. The Company continued to consult with the independent public accounting firm during the second quarter of 2009.
(b) Changes in Internal Control Over Financial Reporting
Other than as described above, there have been no changes in the Company’s internal control over financial reporting during the second quarter of 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
There are inherent limitations to the effectiveness of any controls system. A controls system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Further, the design of a control system must reflect the fact that there are limits on resources, and the benefits of controls must be considered relative to their costs and their impact on the business model. We intend to continue to improve and refine our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1A.Risk Factors
Before making an investment decision, investors should carefully consider the risks described below and in our Annual Report on Form 10-K for the year ended December 31, 2008 in conjunction with the other information in
this report, including our consolidated financial statements and related notes. If any of the following risks or other risks, which have not been identified or which we may believe are immaterial or unlikely, actually occurs, our business, financial condition and results of operations could be harmed. In such a case, the trading price of our common stock could decline, and investors may lose all or part of their investment.
The cease and desist order limits certain activities that we may perform and increases our compliance costs.
Royal Bank is regulated by the FDIC and the Commonwealth of Pennsylvania Department of Banking. As more fully described in Note 20 “Subsequent Events”, on July 19, 2009, Royal Bank agreed to enter into a Stipulation and Consent to the Issuance of an Order to Cease and Desist (the “Orders”) with each of the FDIC and the Department of Banking. The Orders include a number of provisions relating to the operation of the business of Royal Bank, including provisions requiring Royal Bank to reduce its concentration in commercial real estate loans and reliance on wholesale funding sources. The provisions of the Orders, including any actions that the FDIC or Department of Banking may take to enforce them, as well as the additional compliance costs resulting from the Orders, may adversely affect our business, financial condition, or results of operations.
Item 4. Submission of Matters to a Vote of Securityholders.
On May 20, 2009, at the Annual Meeting of Shareholders of Royal Bancshares of Pennsylvania, Inc., the shareholders voted by proxy or in person to (i) elect the four nominees as Class I Directors of the Corporation to serve for a three year term and until their successors are elected and qualified; (ii) ratify Beard Miller Company LLP (ParenteBeard effective October 1, 2009) as the independent registered public accounting firm for 2009; and (iii) approve a non-binding resolution on executive compensation.
The voting results to elect the four nominees as Class I Directors of the Corporation to serve for a three year term and until their successors are elected and qualified are as follows:
| Edward F. Bradley | James J. McSwiggan | Linda Tabas Stempel | Howard J. Wurzak | |||||||||||||||||||||||||||||
| % of | % of | % of | % of | |||||||||||||||||||||||||||||
| Total shares | shares | Total shares | shares | Total shares | shares | Total shares | shares | |||||||||||||||||||||||||
| voted | voted | voted | voted | voted | voted | voted | voted | |||||||||||||||||||||||||
| For | 24,920,547 | 78.36 | % | 24,946,031 | 78.44 | % | 24,859,219 | 78.17 | % | 24,906,503 | 78.31 | % | ||||||||||||||||||||
| Against | — | 0.00 | % | — | 0.00 | % | — | 0.00 | % | — | 0.00 | % | ||||||||||||||||||||
| Abstain | 273,712 | 0.86 | % | 248,228 | 0.78 | % | 335,040 | 1.05 | % | 287,756 | 0.91 | % | ||||||||||||||||||||
The voting results to ratify Beard Miller Company LLP as the independent registered public accounting firm for 2009 are as follows:
| % of | ||||||||
| Total shares | shares | |||||||
| voted | voted | |||||||
| For | 24,836,844 | 78.10 | % | |||||
| Against | 331,545 | 1.04 | % | |||||
| Abstain | 25,870 | 0.81 | % | |||||
| Broker non-votes | — | 0.00 | % | |||||
The voting results to approve the non-binding resolution on executive compensation are as follows:
| % of | ||||||||
| Total shares | shares | |||||||
| voted | voted | |||||||
| For | 24,614,231 | 77.40 | % | |||||
| Against | 520,483 | 1.64 | % | |||||
| Abstain | 59,545 | 0.19 | % | |||||
| Broker non-votes | — | 0.00 | % | |||||
Item 6.Exhibits
(a)
| 3.1 | Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3(i) of the Company’s report on Form 10-K filed with the Commission on March 30, 2009.) | |
| 3.2 | Bylaws of the Company (Incorporated by reference to Exhibit 3.ii to the Company’s report on Form 10-K filed with the Commission on March 30, 2009.) | |
| 31.1 | Section 302 Certification pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 signed by Principal Executive Officer. | |
| 31.2 | Section 302 Certification pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 signed Principal Financial Officer. | |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Executive Officer. | |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Principal Financial Officer. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROYAL BANCSHARES OF PENNSYLVANIA, INC. (Registrant) | ||||
| Dated: November 12, 2009 | /s/ Robert A. Kuehl | |||
| Robert A. Kuehl | ||||
| Principal Financial Officer | ||||