FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
for the quarterly period ended: March 31, 1997
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[ ] 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
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ROYAL BANCSHARES OF PENNSYLVANIA, INC.
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(Exact name of the bank as specified in its charter)
PENNSYLVANIA 23-2812193
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State or other jurisdiction of (IRS Employer
incorporated or organization) 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 bank (1) has filed all reports required to be
filed by Section 13 of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the bank was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
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 March 31, 1997
$2.00 par value 6,444,186
Class B Common Stock Outstanding at March 31, 1997
$.10 par value 1,547,984
Royal Bancshares of Pennsylvania, Inc. and
Subsidiaries
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS March 31, 1997 Dec 31, 1996
Cash and due from banks $7,585,246 $7,744,012
Federal funds sold 24,375,000 10,625,000
Total cash and cash equivalents 31,960,246 18,369,012
Interest bearing deposits in banks 953,000 953,000
Investment securities held to maturity (market value of
$91,003,036 @ 3/31/97 & $113,635,320 @ 12/31/96) 91,176,193 113,474,908
Investment securities available for sale - at market value 4,697,773 4,725,151
Total loans 205,768,921 209,016,895
Less allowance for loan losses 9,123,373 9,084,153
Net loans 196,645,548 199,932,742
Other real estate, net 646,888 504,104
Premises and equipment, net 4,789,887 4,708,531
Accrued interest and other assets 13,168,483 12,481,420
$344,038,018 $355,148,868
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Non-interest bearing $32,419,955 $38,327,081
Interest bearing (includes cert. of deposit in excess
of $100,000 of $22,720,830 at 9/30/96 and
$23,657,679 at 12/31/96) 211,676,855 215,855,522
Total deposits 244,096,810 254,182,603
Accrued interest and other liabilities 12,015,335 11,571,988
Long-term borrowings 1,701,000 4,201,000
Mortgage payable 602,318 612,607
Total liabilities 258,415,463 270,568,198
Stockholders' equity
Common Stock Class A, par value $2 per share; authorized,
18,000,000 shares; issued, 6,648,202 @ 3/31/97 $
6,596,625 @ 12/31/96 13,296,404 13,193,250
Class B, par value $.10 per share; authorized, 2,000,000
shares; issued, 1,547,984 @ 3/31/97 & 1,592,091 @ 154,798 159,209
12/31/96
Capital surplus 34,827,443 34,827,443
Retained earnings 39,453,248 38,427,800
Accum.unrealized loss on invest securities avail. for sale (12,628) (1,158)
87,719,265 86,606,544
Treas. stock-at-cost,shares of Class A, 204,016 @ 3/31/97,
198,113 @ 12/31/96 (2,096,710) (2,025,874)
85,622,555 84,580,670
$344,038,018 $355,148,868
The accompanying notes are an integral part of these statements.
Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three months ended,
March 31
1996 1996
Interest income
Loans, including fees $5,483,171 $6,016,048
Investment securities held to maturity
Taxable 1,483,746 1,466,524
Tax-exempt 14,750 12,703
Securities available for sale
Taxable 81,563 60,820
Tax-exempt -- --
Deposits in banks 26,031 22,704
Federal funds sold 246,459 304,129
US Treasury and agencies 99,021 286,894
TOTAL INTEREST INCOME 7,434,741 8,169,822
Interest expense
Deposits 2,406,459 2,476,709
Mortgage payable and other 57,361 54,811
Federal funds purchased - -
TOTAL INTEREST EXPENSE 2,463,617 2,531,520
NET INTEREST INCOME 4,971,124 5,638,302
Provision for loan losses - -
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 4,971,124 5,638,302
Other income (expense)
Service charges and fees 249,568 253,019
Gain on sale of other real estate 180,394 139,639
Gain on sale of loans 5,525 51,725
Other income 65,516 55,239
501,003 499,622
Other expenses
Salaries & wages 1,147,444 1,140,610
Employee benefits 386,492 524,000
Occupancy and equipment 167,338 165,765
Other operating expenses 906,492 1,292,930
2,607,766 3,123,305
INCOME BEFORE INCOME TAXES 2,864,361 3,014,619
Income taxes 750,237 904,386
NET INCOME $2,114,124 $2,110,233
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Per share data
Net income $.26 $.25
Average number of shares outstanding 8,223,797 8,315,722
The accompanying notes are an integral part of these statements.
Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Three Months ended March 31, 1997
(UNAUDITED)
Class A Common Stock Class B Common Stock
Shares Amount Shares Amount
Balance, January 31, 1997 6,596,625 $13,193,250 1,592,091 $159,209
Net income for the three months
ended March 31, 1996 - - -
Conversion of Class B common stock
to Class A common stock 51,578 103,157 (44,107) (4,411)
Purchase of treasury stock - - - -
Cash dividends on common stock - - - -
Net unrealized loss on securities
available for sale - - -
Balance, March 31, 1997 6,648,203 $13,296,407 1,547,984 $154,798
Capital Retained
Surplus Earnings
Balance, January 31, 1997 $34,827,443 $38,427,800
Net income for the three months
ended March 31, 1996 - 2,114,124
Conversion of Class B common stock
to Class A common stock - (98,746)
Purchase of treasury stock - -
Cash dividends on common stock - (989,933)
Net unrealized loss on securities
available for sale - -
Balance, March 31, 1997 $34,827,443 $39,453,245
Net
unrealized
loss on
securities
Treasury available
stock for sale
Balance, January 31, 1997 $(2,025,874) $(1,158)
Net income for the three months - -
ended March 31, 1996
Conversion of Class B common stock
to Class A common stock - -
Purchase of treasury stock (70,836) -
Cash dividends on common stock - -
Net unrealized loss on securities
available for sale - (11,470)
Balance, March 31, 1997 $(2,096,710) $ (12,628)
The accompanying notes are an integral part of this statement.
Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended March 31,
1997 1996
Cash flows from operating activities
Net income $2,114,124 2,110,233
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation 104,360 87,418
Accretion of investment securities discount (19,870) (33,599)
Amort of investment securities premium 249,279 152,745
Amortization of deferred loan fees (34,998) (49,122)
Accretion of discount on loans purchased (96,535) (817,943)
(Benefit)provision for deferred income taxes (5,909) (79,464)
(Gain) loss on other real estate (172,131) (139,639)
Gain on sale of loans (5,525) (51,725)
Changes in assets and liabilities:
(Incr)decrease in accrued interest receivable (243,984) (243,511)
(Increase) decrease in other assets (543,264) (241,695)
Incr(decrease) in accrued interest payable 143,054 204,547
Increase in unearned income on loans 9,792 (38,229)
Increase (decrease) in other liabilities 300,293 1,012,021
Net cash provided by operating activities 1,798,686 1,872,037
Cash flows from investing activities
Net incr. in int. bearing balances in banks - (1,300,803)
Proceeds from calls and maturities of
investment securities held to maturity 22,734,261 2,121,045
Purch. of invest. securities held to maturity (637,577) (9,626,191)
Purchase of loans 2,620,666)
Net decrease in loans 3,338,904 7,941,864
Purchase of premises and equipment (185,716) (368,095)
Proceeds from sale of other real estate 210,997 (204,558)
Net cash(used in)provided by invest.activities 25,460,869 (4,057,404)
Cash flows from financing activities:
Net increase (decrease) in non-interest bearing
and interest-bearing demand deposits and savings (12,015,426) (16,893,928)
accounts
Net increase (decrease) in cert. of deposit 1,929,633 (5,003,880)
Mortgage payments (10,289) (9,704)
Purchase of treasury stock (70,836) -
Net (decrease)increase in long-term borrowings (2,500,000) 2,500,000
Cash dividends (989,933) (470,705)
Other (11,470) -
Net cash provided by (used in) fin. activities (13,668,321) (19,878,217)
NET (DECREASE) INCREASE IN
CASH AND CASH EQUIVALENTS 13,591,234 (22,063,584)
Cash and cash equivalents at beginning of year 18,369,012 46,645,012
Cash and cash equivalents at end of year $31,960,246 $24,581,428
The accompanying notes are an integral part of these statements.
ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying unaudited consolidated financial statements include the
accounts of Royal Bancshares of Pennsylvania , Inc. (the Company) and its
wholly-owned subsidiaries: Royal Bank of Pennsylvania (the Bank), Royal Real
Estate of Pennsylvania, Inc. and Royal Investments of Delaware, Inc. These
financial statements reflect the historical information of the Company. All
significant intercompany transactions and balances have been eliminated.
1. The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. The financial information included herein
is unaudited; however, such information reflects all adjustments
(consisting solely of normal recurring adjustments) which are, in opinion
of management, necessary to a fair statement of the results for the interim
periods. For further information thereto included in the Annual Report on
Form 10-K for the year ended December 31, 1996.
2. The results of operations for the three month period ended March 31, 1997
are not necessarily indicative of the results to be expected for the full
year.
3. Per share data are based on the weighted average number of shares
outstanding of 8,223,797 and 8,315,722 for the three months ended, March
31, 1997 and 1996, respectively.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128., Earnings Per Share , which is effective for
financial statements issued after December 15, 1997. Early adoption of
the new standard is not permitted. The new standard eliminates primary
and fully diluted earnings per share and requires presentation of basic and
diluted and diluted earnings per share together with disclosure of how the
per share amounts were computed. The adoption of this new standard is
not expected to have a material impact on the disclosure of earnings per
share in the financial statements.
4. Investment Securities:
The carrying value and approximate market value of investment securities at
March 31, 1997 are as follows:
Amortized
or Gross Gross Approximate
purchased unrealized unrealized market Carrying
cost gains losses value value
Available for sale:
Common stock securities $1,088,357 $ 2,291 $ - $1,090,648 $1,090,648
Pref. stock securities 3,628,550 - 21,425 3,607,125 3,607,125
$4,716,907 $ 2,291 $ 21,425 $4,697,773 $4,697,773
Held to maturity:
US Treasury & agencies $14,856,363 $ 119,584 $ 25,953 $14,949,994 $14,856,363
Tax exempt securities 498,465 81,135 - 579,600 498,465
Taxable debt securities 75,821,365 157,986 505,909 75,473,442 75,821,365
$91,176,193 $ 358,705 $ 531,862 $91,003,036 $91,176,193
5. Allowance for Credit Losses: Changes in the allowance for credit losses
were as follows:
Three months ended March 31,
1997 1996
Balance at January 1, $9,084,153 $9,746,559
Loans charged -off (36,336) (223,747)
Recoveries 75,556 76,117
Net charge-offs and recoveries 39,220 (147,630)
Provision for loan losses - -
Balance at end of period $9,123,373 $9,598,929
6. Loans on which the accrual of interest has been discontinued or reduced
amounted to approximately $4,368,704 and $5,593,017 at March 31, 1997 and
1996, respectively. Loan balances past due 90 days or more that are not on
a non-accrual status, but management expects it will eventually be paid
in full amounted to approximately $0 at March 31, 1997 and $391,000 at
March 31, 1996. Although the Company has non-performing loans of
approximately $4,368,704 at March 31, 1997, management believes it has
adequate collateral to limit its credit risks.
The balance of impaired loans was $1,686,456 at March 31, 1997. The
Company identified a loan impaired when it is probable that interest and
principal will not be collected according to the contractual terms of the
loan agreements. The allowance for credit loss associated with impaired
loans was $ -0- at March 31, 1997. The income recognized on impaired loans
during the three month period ended March 31, 1997 was $944. The cash
collected on impaired loans during this three month period was $27,590,
of which $26,646 was credited to the principal balance outstanding on
such loans. Interest that would have been accrued on impaired loans
during this three month period in 1997 was $53,024. The Company's policy
for interest income recognition on impaired loans is to recognize
income on currently performing restructured loans under the accrual
method. The Company recognizes income on non-accrual loans under the
cash basis when the principal payments on the loans become current and
the collateral on the loan is sufficient to cover the outstanding
obligation to the Company. If these factors do not exist, the Company
does not recognize income.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATIONS
The following discussion and analysis is intended to assist in
understanding and evaluating the major changes in the financial condition and
earnings performance of the Company and its wholly owned subsidiaries for the
three month period ended March 31, 1997.
FINANCIAL CONDITION
Total consolidated assets as of March 31, 1997 were $344 million, a
decrease of $11.1 million from the $355.1 million reported at year end, December
31, 1996. This decrease is primarily due to a $22.3 million decreases in
investment securities held to maturity, partially offset by a $13.6 million
increase in cash and cash equivalents.
The $22.3 million decrease in investment securities held to maturity was
basically due to scheduled maturities experienced in the first quarter.
Investment securities held to maturity are primarily comprised of taxable
corporate debt securities which are "A" rated or better by Moodys and/or
Standard & Poor at the time of purchase, with maturities in the three to five
year range. These maturing funds helped fund the deposit outflow in the first
quarter and the balance was reinvested overnight federal funds.
Total loans decreased $3.2 million as originations did not keep pace with
loan maturities and payoffs in the 1st quarter 1997. The allowance for loan
loss increased $39 thousand to $9.1 million at March 31, 1997. The level of
allowance for loan loss reserve represents 4.4% of total loans.
Total deposits, the primary source of funds, decreased $10.1 million to
$244.1 million at March 31, 1997, from $254.2 million at December 31, 1996.
This decrease is primarily due to runoff experienced in noninterest bearing
deposits of $5.9 million and interest bearing deposits of $4.2 million in the
first quarter. FHLB advances decreased $2.5 million as an advance was paid off
in January 1997.
Consolidated stockholder's equity increased $1 million to $85.6 million at
March 31, 1997 from $84.6 million at December 31, 1996. This increase is
primarily due net income of $2.1 million for the three months period of 1997,
partially offset by cash dividends of $1 million. Additionally, in the first
quarter of 1997 the Company repurchased 5,903 shares of the Company's class A
common stock at a cost of $71 thousand which is reflected as treasury stock, and
an adjustment for accumulated unrealized loss on available for sale investment
securities of $13 thousand.
RESULTS OF OPERATIONS
Net income for the three months ended, March 31, 1997 was $2,114,124 or
$.26 per share, as compared to net income of $2,110,233 or $.25 per share, for
the same three month period in 1996.
Net interest income decreased $.7 million to $5 million for the first
quarter of 1997 as compared to $5.6 million for the same period ended, 1996.
While the average balance of loans increased 5%, or $10.6 million, in the first
quarter 1997 versus first quarter 1996, the decrease in interest income and fees
on loans of $.5 million was the primary cause of this $.7 million decrease in
net interest income. The decrease in interest income and fees on loans is
primarily due to nonrecurring accretion income recorded in the first quarter of
1996 relating to loan payoffs. Additionally there was a $.2 million decrease in
interest and dividend income on both investment securities and interest bearing
deposits, primarily due to a decrease in the average balance of investment
securities of 9%, or $12 million, in the first quarter 1997 versus the first
quarter of 1996. These decreases in interest income were partially offset by a
$.1 million decrease in interest expense on deposits. The year to date average
balance of deposits for the three months ended March 31, 1997 were approximately
$243 million as compared to $252 same period in 1996.
There was no provision for loan loss recorded for either period
primarily due to Management's assessment that the level of reserves were
adequate for the respective periods.
Total non interest income for the three months ended March 31, 1997 was
$501 thousand. as compared to $499 thousand for the same period in 1996. While
gain on sale of loans and service fees declined slightly, other income and
gains on sale of other real estate increased slightly in the first quarter,
1997.
Total non interest expenses for the three months ended March 31, 1997 was
$2.6 million, a decrease of $.5 million, as compared to $3.1 million for the
same period in 1996. This decrease is partially attributable to decreases in
other operating expenses of $.4 million and salaries and employee benefits of
$.1 million. The reduction in other operating expenses is primarily due a
decrease in professional fees and postage fees, partially offset by increases in
advertising, printing and supplies, and telephone expenses.
LIQUIDITY & INTEREST RATE SENSITIVITY
Liquidity is the ability to ensure that adequate funds will be available to
meet its financial commitments as they become due. In managing its liquidity
position, all sources of funds are evaluated, the largest of which is deposits.
Also taken into consideration is the repayment of loans. These sources provide
alternatives to meet its short term liquidity needs. Longer liquidity needs may
be met by issuing longer term deposits and by raising additional capital. The
liquidity ratio is generally maintained equal to or greater than 25% of deposits
and short term liabilities.
The liquidity ratio of the Company remains strong at approximately 49% and
exceeds the Company's peer group levels and target ratio set forth in the
Asset/Liability Policy. The Company's level of liquidity is provided by funds
invested primarily in corporate bonds, US Treasuries and agencies, and to a
lesser extent, obligations of state and political subdivisions and federal funds
sold. The overall liquidity position is monitored on a monthly basis.
Interest rate sensitivity is a function of the repricing characteristics of
the Company's assets and liabilities. These include the volume of assets and
liabilities repricing, the timing of the repricing, and the interest rate
sensitivity gaps is a continual challenge in a changing rate environment. The
following table shows separately the interest sensitivity of each category of
interest earning assets and interest bearing liabilities as of March 31, 1997:
Interest Sensitivity Analysis
(in millions) Repricing periods
Non rate
One year sensitive
Within thru and over
Consolidated assets one year five years five years Total
Interest bearing deposits
with banks $ 1.4 $ - $ - $ 1.4
Federal funds sold 24.4 - - 24.4
Investment securities:
available for sale 4.7 - - 4.7
held to maturity 44.5 40.8 5.9 91.2
Loans: fixed 10.0 63.9 9.2 83.1
variable 44.4 55.4 26.4 126.2
Other assets - - 13.0 13.0
Total assets $ 129.4 $ 160.1 $ 54.5 $ 344.0
Consolidated liab. and capital
Non-interest bearing deposits $ - $ - $ 32.9 $ 32.9
Interest bearing deposits 108.7 45.7 56.6 211.0
Borrowed funds 1.2 1.1 - 2.3
Other liabilities - - 12.2 12.2
Stockholders' equity - - 85.6 85.6
Total liabilities and capital $ 109.9 $ 46.8 $ 187.3 $ 344.0
Interest rate sensitivity gap $ 19.5 $ 113.3 $(132.8)
Cumulative interest rate
sensitivity gap $ 19.5 $ 132.8 $ -
Gap to asset ratio 6% 32%
Cumulative gap to asset ratio 6% 39%
The Company's exposure to interest rate risk is somewhat mitigated by a
significant portion of the Company's loan portfolio consisting of floating rate
loans, which are tied to the prime lending rate but which have interest rate
floors and no interest rate ceilings. Although the Company is originating fixed
rate loans, a significant portion of the loan portfolio continues to be
comprised of floating rate loans with interest rate floors.
CAPITAL ADEQUACY
The company is required to maintain minimum amounts of capital to total
"risk weighted" assets and a minimum Tier 1 leverage ratio, as defined by the
banking regulators. At March 31, 1997, the Company was required to have a
minimum Tier 1 and total capital ratios of 4% and 8%, respectively, and a
minimum Tier 1 leverage ratio of 3% plus an additional cushion of 100 to 200
basis points.
The table below provides a comparison of Royal Bancshares of Pennsylvania's
risk-based capital ratios and leverage ratios:
March 31, 1997 December 31, 1996
Capital Levels
Tier 1 leverage ratio 24.54% 22.2%
Tier 1 risk-based ratio 31.45% 27.7%
Total risk-based ratio 32.73% 29.0%
Capital Performance
Return on average assets 2.5%(1) 2.6%
Return on average equity 10.1%(1) 11.1%
(1) annualized
The Company's ratios compare favorably to the minimum required amounts of
Tier 1 and total capital to "risk weighted" assets and the minimum Tier 1
leverage ratio, as defined by banking regulators. The Company currently meets
the criteria for a well capitalized institution, and management believes that
the Company will continue to meets its minimum capital requirements. At
present, the Company has no commitments for significant capital expenditures.
The Company is not under any agreement with regulatory authorities nor is
the Company aware of any current recommendations by the regulatory authorities
which, if such recommendations were implemented, would have a material effect on
liquidity, capital resources or operations of the Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of 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 thereunto duly authorized.
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
(Registrant)
Dated: May 12th, 1997 /S/ JAMES J. MCSWIGGAN, JR.
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James J. McSwiggan, Chief Financial Officer and Treasurer
Dated: May 12th, 1997 /S/ DAVID J. GREENFIELD
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David J. Greenfield, Controller