[DESCRIPTION] ROYAL 2ND QTR 10-Q 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: JUNE 30, 1997 ------------- [ ] 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 bank as specified in its charter) PENNSYLVANIA 23-2812193 --------------- ----------- 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 June 30, 1997 $2.00 PAR VALUE 6,719,209 Class B Common Stock Outstanding at June 30, 1997 $.10 PAR VALUE 1,605,083 ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS JUNE 30, 1997 DEC 31, 1996 ------------- ------------- Cash and due from banks $8,921,269 $7,744,012 Federal funds sold 21,275,000 10,625,000 Total cash and cash equivalents 30,196,269 18,369,012 Interest bearing deposits in banks 694,000 953,000 Investment securities held to maturity (market value of $85,315, 109 @6/30/97 & $113,635,320 @ 12/31/96) 85,132,655 113,474,908 Investment securities available for sale - at market value 15,015,024 4,725,151 Total loans 205,831,617 209,016,895 Less allowance for loan losses 8,552,792 9,084,153 Net loans 197,278,825 199,932,742 Other real estate, net 225,616 504,104 Premises and equipment, net 4,743,830 4,708,531 Accrued interest and other assets 13,211,099 12,481,420 ------------- ------------- $346,497,318 $355,148,868 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Non-interest bearing $33,886,673 $38,327,081 Interest bearing (includes certificates of deposit in excess of $100,000 of $21,104,322 at 6/30/97 and $23,657,679 at 12/31/96) 211,411,766 215,855,522 Total deposits 245,298,439 254,182,603 Accrued interest and other liabilities 12,022,403 11,571,988 Long-term borrowings 1,701,000 4,201,000 Mortgage payable 591,984 612,607 ------------- ------------- Total liabilities 259,613,826 270,568,198 Stockholders' equity Common stock Class A, par value $2 per share; authorized, 18,000,000 shares issued, 6,926,724 @ 6/30/97 & 6,596,625 @ 12/31/96 13,853,448 13,193,250 Class B, par value $.10 per share; authorized, 2,000,000 shares; issued, 1,605,083 @ 6/30/97 & 1,592,091 @ 12/31/96 160,508 159,209 Capital surplus 38,819,924 34,827,443 Retained earnings 36,127,705 38,427,800 Accumulated unrealized gain (loss) on invest. securities available for sale 66,992 (1,158) ------------- ------------- 89,028,577 86,606,544 Treasury stock - at cost, shares of Class A, 207,516 @ 6/30,97 @ 198,113 @ 12/31/96 (2,145,085) (2,025,874) ------------- ------------- 86,883,492 84,580,670 ------------- ------------- $346,497,318 $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, JUNE 30 1997 1996 Interest income ----------- ----------- Loans, including fees $6,033,293 $5,161,126 Investment securities held to maturity Taxable 1,422,415 1,404,896 Tax-exempt 14,750 14,750 Securities available for sale Taxable 116,164 105,405 Tax-exempt - - Deposits in banks 64,931 32,142 Federal funds sold 291,056 303,289 US Treasury and agencies 220,659 296,047 ----------- ----------- TOTAL INTEREST INCOME 8,163,268 7,317,655 Interest expense Deposits 2,493,898 2,387,719 Mortgage payable and other 42,954 86,138 Federal funds purchased - - ----------- ----------- TOTAL INTEREST EXPENSE 2,536,852 2,473,857 ----------- ----------- NET INTEREST INCOME 5,626,416 4,843,798 Increase(decrease) in provision for loan losses (101,108) - NET INTEREST INCOME AFTER PROVISION ----------- ----------- FOR LOAN LOSSES 5,727,524 4,843,798 Other income (expense) Service charges and fees 253,682 255,029 Net investment security gains 13,643 - Gain on sale of other real estate 149,010 1,771,316 Gain on sale of loans 5,923 351,150 Other income 114,692 603,967 ----------- ----------- 536,950 2,981,462 Other expenses Salaries & wages 1,201,484 1,321,919 Employee benefits 585,608 2,262,840 Occupancy and equipment 167,942 164,207 Other operating expenses 1,115,664 929,982 ----------- ----------- 3,070,698 4,678,948 INCOME BEFORE INCOME TAXES 3,193,776 3,146,312 Income taxes 952,100 943,893 ----------- ----------- NET INCOME $2,241,676 $2,202,419 =========== =========== Per share data Net income $.26 $.26 =========== =========== Average number of shares outstanding 8,564,329 8,510,592 =========== =========== The accompanying notes are an integral part of these statements. ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) SIX MONTHS ENDED, JUNE 30, 1997 1996 Interest income ----------- ----------- Loans, including fees $11,516,464 $11,177,174 Investment securities held to maturity Taxable 2,906,161 2,871,420 Tax-exempt 29,500 27,453 Securities available for sale Taxable 197,727 166,225 Tax-exempt - - Deposits in banks 90,962 54,846 Federal funds sold 390,076 590,183 US Treasury and agencies 467,119 600,176 ----------- ----------- TOTAL INTEREST INCOME 15,598,009 15,487,477 Interest expense Deposits 4,900,154 4,864,428 Mortgage payable and other 100,315 140,949 Federal funds purchased - - ----------- ----------- TOTAL INTEREST EXPENSE 5,000,469 5,005,377 ----------- ----------- NET INTEREST INCOME 10,597,540 10,482,100 Provision for loan losses (101,108) - ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,698,648 10,482,100 Other income (expense) Service charges and fees 503,250 508,048 Net investment security gains 13,643 - Gain on sale of other real estate 329,404 1,910,955 Gain on sale of loans 11,448 402,875 Other income 180,208 659,206 ----------- ----------- 1,037,953 3,481,084 Other expenses Salaries & wages 2,348,928 2,462,529 Employee benefits 972,100 2,786,840 Occupancy and equipment 335,280 329,972 Other operating expenses 2,022,156 2,222,912 ----------- ----------- 5,678,464 7,802,253 INCOME BEFORE INCOME TAXES 6,058,137 6,160,931 ----------- ----------- Income taxes 1,702,337 1,848,279 ----------- ----------- NET INCOME $4,355,800 $4,312,652 =========== =========== Per share data Net income $.52 $.51 =========== =========== Average number of shares outstanding 8,450,619 8,413,161 =========== =========== The accompanying notes are an integral part of these statements. ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) CLASS A COMMON CLASS B COMMON STOCK STOCK --------------------- ------------------- SHARES AMOUNT SHARES AMOUNT --------- ----------- ----------- ---------- Balance, January 1, 1997 6,596,625 $13,193,250 1,592,091 $159,209 Net income for the six months ended June 30, - - - Conversion of Class B common stock to Class A common stock 56,295 112,590 (48,867) (4,887) Purchase of treasury stock - - - - 4% stock dividend 258,176 516,352 61,859 6,186 Cash in lieu of fractional shares - - - - Employee stock options exercised 15,628 31,256 - - Cash dividends on common stock - - - - Net unrealized loss on securities avail. for sale - - - - --------- ----------- ----------- ---------- Balance, June 30, 1997 6,926,725 $13,853,448 1,605,083 $160,508 ========= =========== =========== ========== NET UNREALIZED (LOSS)/GAI N ON SECURITIES CAPITAL RETAINED TREASURY AVAILABLE SURPLUS EARNINGS STOCK FOR SALE ------------ ------------ ------------ ---------- Balance, January 1, 1997 $34,827,443 $38,427,800 $(2,025,874) $(1,158) Net income for the six months ended June 30, - 4,355,800 - - Conversion of Class B common stock to Class A common stock - (107,704) - - Purchase of treasury stock - - (119,211) - 4% stock dividend 3,799,706 (4,322,244) - - Cash in lieu of fractional shares - (2,477) - - Employee stock options exercised 192,775 - - - Cash dividends on common stock - (2,223,470) - - Net unrealized loss on securities avail for sale - - - 68,150 ------------ ------------ ------------ ---------- Balance, June 30, 1997 $38,819,924 $36,127,705 $(2,145,085) $ 66,992 ============ ============ ============ ========== ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1997 1996 Cash flows from operating activities ------------ ------------- Net income $4,355,800 4,312,652 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 201,972 178,836 Provision (recovery )of loan loss reserve (credit) (101,108) - Accretion of investment securities discount (38,709) (58,603) Amortization of investment securities premium 399,446 324,255 Amortization of deferred loan fees (66,197) (55,862) Accretion of discount on loans purchased (596,905) (1,014,846) (Benefit) provision for deferred income taxes 35,108 - (Gain) loss on other real estate (329,404) (1,910,955) (Gain) on sale of loans (11,448) (402,875) (Gain) on sale of investment securities (13,643) - Changes in assets and liabilities: (Increase) decrease in accrued interest receivable (190,900) (23,390) (Increase) decrease in other assets (302,504) (978,150) Increase (decrease) in accrued interest payable 512,465 440,295 Increase in unearned income on loans 226,315 22,809 Increase (decrease) in other liabilities (62,050) 2,184,356 ------------- -------------- Net cash provided by operating activities 4,018,238 3,018,522 Cash flows from investing activities Net(decrease) in interest bearing balances in banks - (495,001) Proceeds from maturities of HTM invest. securities 35,589,319 8,058,108 Purchase of investment securities held to maturity (6,611,252) (15,833,385) Purchase of investment securities avail for sale (11,013,781) (2,650,090) Net decrease in loans 2,931,878 11,491,584 Purchase of premises and equipment (237,271) (439,480) Proceeds from sales and payments on real estate 607,892 2,072,780 ------------- -------------- Net cash (used in) provided by investing activities 21,266,785 2,204,516 Cash flows from financing activities: Net(decrease) in non-interest bearing and interest bearing demand deposits & savings accounts (11,878,943) (11,117,587) Net increase (decrease) in certificates of deposit 2,994,779 (7,637,426) Mortgage payments (20,624) (16,283) Purchase of treasury stock (119,211) (581,567) Net (decrease) increase in long-term borrowings (2,500,000) 2,500,000 Cash dividends (2,223,470) (969,640) Cash in lieu of fractional shares (2,477) (2,098) Issuance of common stock under stock option plans 224,031 - Other 68,149 (47,024) ------------- -------------- Net cash provided by (used in) financing activities (13,457,766) (17,871,625) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 11,827,257 (12,648,587) Cash and cash equivalents at beginning of year 18,369,012 46,645,012 ------------- -------------- Cash and cash equivalents at end of period $30,196,269 $33,996,425 ============= ============== 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 present 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 six month period ended June 30, 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 8,564,329 and 8,510,592 for the three months ended, June 30, 1997 and 1996, respectively, and 8,450,619 and 8,413,161 for the six months ended, June 30, 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 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 June 30, 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 $ 1,054,017 $ 4,726 $ - $ 1,058,743 $ 1,058,743 Prefd. stock securities 2,921,503 20,997 - 2,942,500 2,942,500 Other securities 10,938,040 91,111 15,370 11,013,781 11,013,781 --------------- ------------ ------------ -------------- ------------- $14,913,560 $ 116,834 $ 15,370 $15,015,024 $15,015,024 =============== ============ ============ ============== ============= HELD TO MATURITY: US Treasury & agencies $18,814,717 $ 141,270 $ 5,077 $18,950,910 $18,814,717 Tax exempt securities 498,465 63,487 - 561,952 498,465 Taxable debt securities 65,819,473 239,660 256,886 65,802,247 65,819,473 --------------- ------------ ------------ -------------- ------------- $85,132,655 $ 444,417 $ 261,963 $85,315,109 $85,132,655 =============== ============ ============ ============== ============= 5. Allowance for Credit Losses: Changes in the allowance for credit losses were as follows: THREE MONTHS ENDED JUNE 30, 1997 1996 ----------- ----------- BALANCE AT APRIL 1, $9,123,373 $9,598,929 Loans charged-off (565,232) (42,734) Recoveries 95,758 99,672 ----------- ----------- Net charge-offs and recoveries (469,574) 56,938 Provision for loan losses (101,107) - ----------- ----------- BALANCE AT END OF PERIOD $8,552,792 $9,655,867 =========== =========== SIX MONTHS ENDED JUNE 30, 1997 1996 ----------- ----------- BALANCE AT JANUARY 1, $9,084,153 $9,746,559 Loans charged -off (601,568) (266,481) Recoveries 171,314 175,789 ----------- ----------- Net charge-offs and recoveries (430,254) (90,692) Provision for loan losses (101,107) - ----------- ----------- BALANCE AT END OF PERIOD $8,552,792 $9,655,867 =========== =========== 6. Loans on which the accrual of interest has been discontinued or reduced amounted to approximately $3,948,936 and $4,856,210 at June 30, 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 June 30, 1997 and $0 at June 30, 1996. Although the Company has non-performing loans of approximately $3,948,936 at June 30, 1997, management believes it has adequate collateral to limit its credit risks. The balance of impaired loans was $1,407,388 at June 30, 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 June 30, 1997. The income recognized on impaired loans during the six month period ended June 30, 1997 was $941. The cash collected on impaired loans during this six month period was $242,280, of which $241,339 was credited to the principal balance outstanding on such loans. Interest that would have been accrued on impaired loans during this six month period in 1997 was $45,541. 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 six month period ended June 30, 1997. FINANCIAL CONDITION Total consolidated assets as of June 30, 1997 were $346.5 million, a decrease of $8.6 million from the $355.1 million reported at year end, December 31, 1996. This decrease is primarily due to a $18.1 million decrease in investment securities, partially offset by a $11.8 million increase in cash and cash equivalents. Liabilities decreased $10.9 million primarily due to deposit runoff and a decrease in long term borrowings of $8.9 million and $2.5 million, respectively. This $18.1 million decrease in investment securities is comprised mostly of a decrease in held to maturity ("HTM") investment securities of $28.3 million, partially offset by a $10.3 million increase in available for sale ("AFS") investment securities. The decrease in HTM investment securities is primarily due to scheduled maturities in the first six months of 1997. HTM investment securities 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. The increase in AFS investment securities is due to the purchase of taxable corporate debt securities in the second quarter of 1997. In addition to taxable corporate debt securities, AFS investment securities include equity securities comprised of preferred and common stock. Total loans decreased $3.2 million to $205.8 million at June 30, 1997 from $209 million at December 31, 1996, as originations did not keep pace with loan maturities and payoffs in the first six months of 1997. The allowance for loan loss decreased $531 thousand to $8.6 million at June 30, 1997. The level of allowance for loan loss reserve represents 4.2% of total loans at June 30, 1997 versus 4.3 % at December 31, 1996. Total deposits, the primary source of funds, decreased $8.9 million to $245.3 million at June 30, 1997, from $254.2 million at December 31, 1996. This decrease is primarily due to runoff experienced in noninterest bearing, NOW and money market deposits of $11.7 million partially offset by a $2.9 million increase in certificates of deposits in the first half of 1997. FHLB advances decreased $2.5 million as an advance was paid off in January 1997. Consolidated stockholder's equity increased $2.3 million to $86.9 million at June 30, 1997 from $84.6 million at December 31, 1996. This increase is primarily due to net income of $4.3 million for the six month period of 1997, partially offset by two quarterly cash dividends totaling $2.2 million. Additionally, in 1997 the Company repurchased 9,403 shares of the Company's class A common stock at a cost of $119 thousand which is reflected as treasury stock, and an adjustment for accumulated unrealized gain on available for sale investment securities of $68 thousand. RESULTS OF OPERATIONS Consolidated net income for the three months ended, June 30, 1997 was $2,241,676 or $.26 per share, as compared to net income of $2,202,419 or $.26 per share, for the same three month period in 1996. Consolidated net income for the six month period ended, June 30, 1997 was $4,355,800, or $.52 per share, as compared to $4,312,652 for the six month period June 30, 1996. Net interest income before provision for loan loss reserve increased $.8 million, or 16%, to $5.6 million for the second quarter of 1997 as compared to $4.8 million for the same quarter ended in 1996. This increase in net interest income was due to a $17 million increase in the average balance of loans, or 9%, to $210 million for the second quarter, in addition to the receipt of accretion income in the second quarter of approximately $375 thousand. For the comparative six month periods, net interest income increased $115 thousand, or 1%, to $10.6 million at June 30, 1997, versus $10.5 million at June 30, 1996. This increase in net interest income was primarily due to an increase in interest income on loans relating to a higher average balance for the six month period, partially offset by a decrease in interest income on investment securities of $229 thousand. Total interest expense on deposits and borrowings were $2.5 million and $5 million for the respective three and six month periods for 1997, versus $2.5 million and $5 million for 1996. There was no provision for loan loss recorded for either the three or six month periods for 1997 and 1996, however a recovery of $101 thousand (credit) was recorded in the second quarter of 1997. Overall, Management considers the current level of allowance for loan loss to be adequate at June 30, 1997. Total non interest income for the three months ended June 30, 1997 was $537 thousand as compared to $3 million for the same period in 1996. This decrease is primarily due to a decrease in gains on sales of real estate of $1.6 million, due to sales of other real estate in 1996. Additionally, there was a decrease in other income of $490 thousand due to a receipt of a litigation settlement in the second quarter of 1996. For the comparative six month period, noninterest income decreased $2.4 million primarily due to a decrease in gains on sale of real estate in 1997. Total non interest expenses for the three months ended June 30, 1997 was $3.1 million, a decrease of $1.6 million, as compared to $4.7 million for the same period in 1996. For the comparative six month period, total non interest expense was $5.7 million for 1997 as compared to $7.8 million for the same six month period in 1996. These decreases are primarily attributable to decreases in employee benefits expense, the result of a one-time accrual of approximately $2 million relating to the establishment of a liability for the Stock Option and Appreciation Right Plan recorded in the second quarter of 1996. Additionally, other operating expenses increased $185 thousand to $1.1 million for the second quarter of 1997. For the comparative six month period, other operating expenses decreased $200 thousand to $2 million as compared to $2.2 million for the six month period in 1996. 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 June 30, 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: JUNE 30, 1997 DECEMBER 31, 1996 CAPITAL LEVELS --------------- ----------------- Tier 1 leverage ratio 25.03% 22.2% Tier 1 risk-based ratio 31.02% 27.7% Total risk-based ratio 32.30% 29.0% CAPITAL PERFORMANCE Return on average assets 2.5%(1) 2.6% Return on average equity 10.3%(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. 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 50% 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 June 30, 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 $ 1.8 $ - $ - $ 1.8 Federal funds sold 21.3 - - 21.3 Investment securities: available for sale 15.0 - - 15.0 held to maturity 49.8 25.0 10.3 85.1 Loans: fixed 13.0 63.2 8.4 84.6 variable 45.6 53.7 25.2 124.5 Other assets - - 14.2 14.2 ---------- ---------- ---------- ---------- TOTAL ASSETS $ 146.5 $ 141.9 $ 58.1 $ 346.5 ========== ========== ========== ========== CONSOLIDATED LIABILTIES & CAPITAL Non-interest bearing deposits $ - $ - $ 30.8 $ 30.8 Interest bearing deposits: 110.8 49.4 50.3 210.5 Borrowed funds 1.2 1.1 - 2.3 Other liabilities - - 16.0 16.0 Stockholders' equity - - 86.9 86.9 ---------- ---------- ---------- ---------- TOTAL LIABILITIES & CAPITAL $ 112.0 $ 50.5 $ 184.0 $ 346.5 ========== ========== ========== ========== Interest rate sensitivity gap $ 34.5 $ 91.4 $ (125.9) ========== ========== ========== Cumulative interest rate sensitivity gap $ 34.5 $ 125.9 $ - ========== ========== ========== Gap to asset ratio 10% 26% ========== ========== Cumulative gap to asset ratio 10% 36% ========== ========== 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. 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 On Thursday, June 19th, 1997 the Annual Meeting of Shareholders of Royal Bancshares of Pennyslvania, Inc. was convened in Philadelphia, PA at 6:30 PM. The following nominees were elected as Class I Directors to serve a term of three year term: For Withhold Authority Joseph P. Campbell 18,330,368 23,237 Daniel M. Tabas 18,237,420 116,185 Susan Tabas Tepper 18,329,086 24,519 Howard Wurzak 18,329,074 24,531 No other business was conducted or subject to shareholder vote. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 27. Financial Data Schedule 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: August 13th, 1997 /S/ JAMES J. MCSWIGGAN, JR. ------------------------------------------------ James J. McSwiggan, Chief Financial Officer and Treasurer Dated: August 13th, 1997 /S/ DAVID J. GREENFIELD ----------------------------------------------- David J. Greenfield, Controller