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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 2004
or
[ ] 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.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2812193
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
732 MONTGOMERY AVENUE, NARBERTH, PENNSYLVANIA 19072
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(Address of principal executive offices) (Zip Code)
(610) 668-4700
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: CLASS A COMMON STOCK ($2.00 PAR VALUE)
CLASS B COMMON STOCK ($.10 PAR VALUE)
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. Yes |X| 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 contended, 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. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No | |
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes | | No |X|
The aggregate market value of Registrant's Common Stock held by non-affiliates
is $98,464,214, based on the June 30, 2004 closing price of the Registrant's
Common Stock of $24.31 per share (restated for stock dividend).
As of October 31, 2005, the Registrant had 10,494,472 and 1,973,531 shares
outstanding of Class A and Class B common stock, respectively.
1
EXPLANATORY NOTE
Pursuant to comments by the Securities and Exchange Commission in a letter to
Royal Bancshares of Pennsylvania, Inc. dated August 19, 2005, we are amending
our Annual Report on Form 10-K for the year ended December 31, 2004 to file a
revised audit report (as part of Item 9A, Controls and Procedures) on
management's assessment of internal control over financial reporting. The
revised audit report includes the paragraph required by paragraph 170 of PCAOB
Auditing Standard No. 2 that refers to a separate audit report on the financial
statements and the nature of the auditors' opinion.
PART II
ITEM 9A. CONTROLS AND PROCEDURES.
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EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain a system of controls and procedures designed to provide reasonable
assurance to the reliability of the financial statements and other disclosures
included in this report, as well as to safeguard assets from unauthorized use or
disposition. We evaluated the effectiveness of the design and operation of our
disclosure controls and procedures under the supervision and with the
participation of management, including our Chief Executive Officer and Chief
Financial Officer, within 90 days prior to the filing date of this report. Based
upon that evaluation, we discovered a weakness within our residential mortgage
originations department regarding procedures and policy manuals. This weakness
has been corrected as of December 31, 2004.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Royal Bancshares is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended, as a process designed by, or under
the supervision of, Royal Bancshares' principal executives and principal
financial officers and effected by the Royal Bancshares' Board of Directors,
management and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
o Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of Royal
Bancshares;
o Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of Royal
Bancshares are being made only in accordance with authorizations of
management and directors of Royal Bancshares; and
o Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of Royal Bancshares' assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risks that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
A material weakness is a significant deficiency (as defined in Public Company
Accounting Oversight Board Auditing Standard No. 2), or a combination of
significant deficiencies, that results in there being more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by management or
employees in the normal course of performing their assigned functions.
2
Management assessed the effectiveness of Royal Bancshares' internal control over
financial reporting as of December 31, 2004. Management's assessment identified
the following material weakness in Royal Bancshares' internal control over
financial reporting.
o Royal Bancshares' analysis of the allowance for loan losses for impaired
loans is based on classifications of loans into various categories and loss
percentages that are commonly used for regulatory purposes. For
non-classified loans, the estimated reserve is based on what Royal
Bancshares deems to be appropriate. This estimate is not supported by
documentation discussed in the FFIEC's July 2001 policy statement and SAB
No. 102, which include trends in loan categories, such as delinquencies,
restructurings, concentrations and volume, and actual charge-off and
recovery histories to the net charge-off estimates.
In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Management is required by the Securities
and Exchange Commission to report, as of December 31, 2004, that Royal
Bancshares' internal control over financial reporting was not effective based on
its maintaining the allowance for loan loss according to regulatory
requirements, but not putting in place the documentation required under SAB No.
102.
POST YEAR-END REMEDIATION TO ADDRESS THE MATERIAL WEAKNESS IS AS FOLLOWS:
o Management is in the process of developing procedures and analytical
worksheets to ensure compliance and which will be reviewed by senior
management on a quarterly basis.
Royal Bancshares Independent Registered Public Accounting Firm has issued an
audit report on management's assessment of the Corporation's internal control
over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Royal Bancshares of Pennsylvania, Inc.
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Royal
Bancshares of Pennsylvania, Inc. (the Company) did not maintain effective
internal control over financial reporting as of December 31, 2004, because of
the effect of a material weakness identified in management's assessment, based
on criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Company's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
3
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidation financial statements for external
purposes in accordance with generally accepted accounting principles. A
company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of consolidated financial statements
in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim consolidated financial statements will not
be prevented or detected. The following material weakness has been identified
and included in management's assessment. Management has identified, as a
material weakness, its documentation for the allowance for loan losses as
required under Staff Accounting Bulletin (SAB) No. 102 not being in place. The
Company's analysis of the allowance for loan losses for impaired loans is based
on classifications of loans into various categories and loss percentages that
are commonly used for regulatory purposes. For non-classified loans, the
estimated reserve is based on what the Company deems to be appropriate. This
estimated is not supported by documentation discussed in the Federal Financial
Institutions Examination Council July 2001 policy statement and SAB No. 102,
which include trends in loan categories, such as delinquencies, restructurings,
concentrations and volume, and actual charge-off and recovery histories to the
net charge-off estimates. This material weakness was considered in determining
the nature, timing, and extent of audit tests applied in our audit of the 2004
consolidated financial statements, and this report does not affect our report
dated March 14, 2005 on those consolidated financial statements.
In our opinion, management's assessment that Royal Bancshares of
Pennsylvania, Inc. did not maintain effective internal control over financial
reporting as of December 31, 2004, because of the effect of the material
weakness described above on the achievement of the objectives of the control
criteria, is fairly stated, in all material respects, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also, in our
opinion, because of the effect of the material weakness described above on the
achievement of the objectives of the control criteria, Royal Bancshares of
Pennsylvania, Inc. has not maintained effective internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We do not express an opinion or any other form of assurance on
management's statement referring to post year-end remediation to address the
material weakness.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheet of Royal Bancshares of Pennsylvania, Inc. and subsidiaries as of December
31, 2004, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for the year then ended and our report
dated March 14, 2005, expressed an unqualified opinion on those financial
statements.
/s/ Beard Miller Company LLP
Reading, Pennsylvania
March 14, 2005
4
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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(a) Financial Statements
None
(b) Exhibit Index
23 Consent of Beard Miller Company LLP.
24 Power of Attorney (included on signature page)
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
(c) Financial Statement Schedules
None
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) 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.
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/s/ Joseph P. Campbell
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Joseph P. Campbell
Chief Executive Officer
November 16, 2005.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENTS, that each Director whose signature appears below
constitutes and appoints Joseph P. Campbell, James J. McSwiggan and Jeffrey T.
Hanuscin and each of them, his true and lawful attorney-in-fact, as agent with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacity, to sign any or all further amendments to Royal
Bancshares of Pennsylvania, Inc.'s Form 10-K for the year ended December 31,
2004 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature and Title
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/s/ Joseph P. Campbell November 16, 2005
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Joseph P. Campbell
CEO/President/Director
(Principal Executive Officer)
/s/ Jeffrey T. Hanuscin November 16, 2005
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Jeffrey T. Hanuscin
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ James J. McSwiggan November 16, 2005
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James J. McSwiggan
Director/Chief Operating Officer
6
/s/ Robert R. Tabas November 16, 2005
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Robert R. Tabas
Chairman of the Board
/s/ John M. Decker November 16, 2005
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John M. Decker
Director/ Senior Vice President
/s/ Murray Stempel, III November 16, 2005
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Murray Stempel, III
Director/ Senior Vice President
/s/ Carl M. Cousins November 16, 2005
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Carl M. Cousins
Director
/s/ Jack R. Loew November 16, 2005
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Jack R. Loew
Director
/s/ Anthony J. Micale November 16, 2005
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Anthony J. Micale
Director
November 16, 2005
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Mitchell L. Morgan
Director
/s/ Albert Ominsky November 16, 2005
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Albert Ominsky
Director
/s/ Gregory T. Reardon November 16, 2005
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Gregory T. Reardon
Director
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/s/ Linda Tabas Stempel November 16, 2005
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Linda Tabas Stempel
Director
/s/ Evelyn Rome Tabas November 16, 2005
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Evelyn Rome Tabas
Director
November 16, 2005
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Lee E. Tabas
Director
/s/ Edward B. Tepper November 16, 2005
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Edward B. Tepper
Director
/s/ Howard Wurzak November 16, 2005
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Howard Wurzak
Director
8