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, 1996 ------------------------------- [ ] 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, 1996 -------------------- ----------------------------- $2.00 PAR VALUE 6,464,308 Class B Common Stock Outstanding at June 30, 1996 -------------------- ----------------------------- $.10 PAR VALUE 1,609,848 ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, DEC. 31, 1996 1995 Assets Cash and due from banks $11,171,425 9,320,012 Federal funds sold 22,825,000 37,325,000 Total cash and cash equivalents 33,996,425 46,645,012 Interest bearing deposits in banks 1,213,752 718,751 Investment securities held to maturity (market value of $110,601,039 @ 6/30/96 & $104,636,075 @ 12/31/95) 110,972,422 103,462,796 Investment securities available for sale - at market 3,620,426 970,336 value Total loans 188,112,825 198,419,480 Less allowance for loan losses 9,655,867 9,746,559 Net loans 178,456,958 188,672,921 Other real estate, net 450,423 612,249 Premises and equipment, net 4,687,893 4,427,248 Accrued interest and other assets 11,931,217 10,754,527 $345,329,516 356,263,840 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Non-interest bearing $39,063,501 34,113,344 Interest bearing (includes certificates of deposit in excess of $100,000 of $23,319,502 at June 30, 1996 and $22,850,705 at December 31, 1995) 210,423,026 234,128,196 Total deposits 249,486,527 268,241,540 Accrued interest and other liabilities 10,473,924 7,849,273 Long-term borrowings 4,832,000 2,332,000 Mortgage payable 636,084 652,367 Total liabilities 265,428,535 279,075,180 Stockholders' equity Common stock Class A, par value $2 per share; authorized, 18,000,000 shares; issued, 6,464,308 @ 6/30/96 & 6,086,554 @ 12/31/95 12,928,616 12,173,108 Class B, par value $.10 per share; authorized, 2,000,000 shares; issued, 1,609,984 @ 6/30/96 & 1,529,100 @ 12/31/95 160,984 152,910 Capital surplus 12,450,320 12,450,320 Retained earnings 54,990,217 52,412,886 Accumulated unrealized loss on investment securities (47,589) (564) available for sale 80,482,548 77,188,660 Less: Treasury stock - at cost, 56,396 - 6/30/96 of Class A and -0- - 12/31/95 581,567 - 79,900,981 77,188,660 $345,329,516 356,263,840 The accompanying notes are an integral part of these statements. ................................................................................ ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED, JUNE 30 1996 1995 Interest income Loans, including fees $5,161,126 $4,908,987 Investment securities Taxable 1,404,896 1,342,839 Tax-exempt 14,750 200,136 Securities held for sale 105,405 11 Deposits in banks 32,142 18,901 Federal funds sold 303,289 188,854 U.S. Treasury and agencies 296,047 - TOTAL INTEREST INCOME 7,317,655 6,659,728 Interest expense Deposits 2,387,719 1,988,476 Mortgage payable and other 86,138 74,056 Federal funds purchased - - TOTAL INTEREST EXPENSE 2,473,857 2,062,532 NET INTEREST INCOME 4,843,798 4,597,196 Provision for loan losses - - NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,843,798 4,597,196 Other income (expense) Service charges and fees 255,029 168,589 Gain on sale of other real estate 1,771,316 396,562 Gain on sale of loans 351,150 19,858 Other income 603,967 23,052 2,981,462 608,061 Other expenses Salaries, wages and employee benefits 3,584,759 1,042,780 Occupancy and equipment 164,207 87,875 Other operating expenses 929,982 1,186,318 4,678,948 2,316,973 INCOME BEFORE INCOME TAXES 3,146,312 2,888,284 Income taxes 943,893 717,714 NET INCOME $2,202,419 $2,170,570 Per share data Net income $.27 $.26 Average number of shares outstanding 8,131,965 8,208,038 The accompanying notes are an integral part of these statements. ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME SIX MONTHS ENDED JUNE 30, 1996 1995 Interest income Loans, including fees $11,177,174 $9,753,813 Investment securities Taxable 2,871,420 2,649,823 Tax-exempt 27,453 424,994 Securities held for sale 166,225 17,851 Deposits in banks 54,846 38,469 Federal funds sold 600,176 - U.S. Treasury and agencies 590,183 394,907 TOTAL INTEREST INCOME 15,487,477 13,279,857 Interest expense Deposits 4,864,428 3,976,281 Mortgage payable and other 140,949 129,279 Federal funds purchased - 4,854 TOTAL INTEREST EXPENSE 5,005,377 4,110,414 NET INTEREST INCOME 10,482,100 9,169,443 Provision for loan losses - - NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,482,100 9,169,443 Other income (expense) Service charges and fees 508,048 334,108 Gain on sale of other real estate 1,910,955 515,448 Gain on sale of loans 402,875 27,592 Other income 659,206 62,080 3,481,084 939,228 Other expenses Salaries, wages and employee benefits 5,249,369 2,075,954 Occupancy and equipment 329,972 193,606 Other operating expenses 2,222,912 2,306,285 7,802,253 4,575,845 INCOME BEFORE INCOME TAXES 6,160,931 5,532,826 Income taxes 1,848,279 1,508,922 NET INCOME $4,312,652 $4,023,904 Per share data Net income $.54 $.50 Average number of shares outstanding 7,988,493 8,069,206 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, 1996 NET UNREALIZED LOSS ON SECURITIES CLASS A COMMON STOCK CLASS B CAPITAL RETAINED TREASURY AVAILABLE COMMON STOCK SHARES AMOUNT SHARES AMOUNT SURPLUS EARNINGS STOCK FOR SALE Balance, December 31, 1995 6,086,554 $12,173,108 1,529,100 $152,910 $12,450,320 $52,412,886 $ $(564) - Net income for the six months ended - - - - 4,312,652 - - June 30, 1996 Conversion of Class B common stock to Class A common stock 12,525 25,050 (10,893) (1,089) - (23,961) - - 6% stock dividends declared 365,229 730,458 91,641 9,164 - (739,622) - - Cash in lieu of fractional shares - - - - - (2,098) - - Purchase of treasury stock - - - - - - (581,567) - Cash dividends on common stock - - - - - (969,640) - - Net unrealized loss on securities - - - - - - - (47,025) available for sale Balance, June 30, 1996 6,464,308 $12,928,616 1,609,848 $160,984 $12,450,320 $54,990,217 $(581,567) $(47,589) The accompanying notes are an integral part of this statement. ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 1995 Cash flows from operating activities Net income $4,312,652 4,023,904 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 178,836 106,620 Provision for loan losses - - Accretion of investment securities discount (58,603) (8,662) Amortization of investment securities premium 324,255 153,783 Amortization of deferred loan fees (55,862) (63,076) Accretion of discount on loans purchased (1,014,846) (639,887) (Benefit) provision for deferred income taxes - (17,542) Loss (gain) on sale of equipment - - (Gain) loss on other real estate (1,910,955) (515,448) Gain on sale of loans (402,875) (27,592) Realized gains on sale of investment - - securities held for sale (Increase) decrease in accrued interest (23,390) (142,332) receivable (Increase) decrease in other assets (978,150) 34,755 Increase (decrease) in accrued interest 440,295 362,926 payable Increase in unearned income on loans 22,809 192,643 Increase (decrease) in other liabilities 2,184,356 588,354 Net cash provided by operating activities 3,018,522 4,048,446 Cash flows from investing activities Net increase in interest bearing balances in (495,001) 8,410,000 banks Proceeds from calls and maturities of investment securities held to maturity 8,058,108 Purchase of investment securities held to (15,833,385) (17,865,000) maturity Proceeds from sale of investment securities - 6,964,092 available for sale Purchase of securities available for sale (2,650,090) - Net decrease in loans 11,491,584 4,669,176 Purchase of premises and equipment (439,480) (108,531) Proceeds from sale and payments on other real 2,072,780 4,447,908 estate Net cash (used in) provided by investing 2,204,516 6,517,645 activities Cash flows from financing activities Net (decrease) increase in short-term - (21,000,000) borrowings Net increase (decrease) in non-interest bearing and interest bearing demand deposits and savings (11,117,587) (11,456,097) accounts Net increase (decrease) in certificates of (7,637,426) (6,079,624) deposit Mortgage payments (16,283) (18,104) Cash dividends in lieu of fractional shares (2,098) (2,069) Purchase of treasury stock (581,567) (843,986) Net increase in long-term borrowings 2,500,000 - Issuance of common stock under stock option - 41,677 plans Cash dividends (969,640) - Other (47,024) - Net cash provided by (used in) financing (17,871,625) (39,358,203) activities NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (12,648,587) (28,792,112) Cash and cash equivalents at beginning of year 46,645,012 47,137,320 Cash and cash equivalents at end of year $33,996,425 $18,345,208 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, 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, 1995. 2. The results of operations for the three and six month periods ended June 30, 1996 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 8,131,965 and 8,208,038 for the three months ended, June 30, 1996 and 1995, respectively, and 7,988,493 and 8,069,206 for the six months ended June 30, 1996 and 1995, respectively. 4. Investment Securities: The carrying value and approximate market value of investment securities at June 30, 1996 are as follows: AMORTIZED OR GROSS GROSS APPROXIMATE PURCHASED UNREALIZ UNREALIZ MARKET CARRYING ED ED COST GAINS LOSSES VALUE VALUE - - --- Available for sale: - - ------------------- Common stock $1,053,191 $ $750 $1,052,441 $1,052,441 Preferred stock 2,639,341 - 71,356 2,567,985 2,567,985 $3,692,532 $ $72,106 $3,620,426 $3,620,426 Held to maturity: - - ----------------- US Treas & agencies $16,988,267 $78,203 $261,526 $16,804,944 $16,988,267 State & municipal 496,930 94,990 - 591,920 496,930 Corp debt securities 93,487,225 401,076 684,126 93,204,175 93,487,225 $110,972,422 $574,269 $945,652 $110,601,039 $110,972,422 5. Allowance for Credit Losses: Changes in the allowance for credit losses were as follows: THREE MONTHS ENDED JUNE 30, 1996 1995 BALANCE AT MARCH 31, $9,598,929 $8,949,233 Loans charged -off (42,734) - Recoveries 99,672 17,585 Net charge-offs and recoveries 56,938 17,585 Provision for loan losses - - BALANCE AT END OF PERIOD $9,655,867 $8,966,818 SIX MONTHS ENDED JUNE 30, 1996 1995 BALANCE AT BEGINNING OF YEAR $9,746,559 $8,991,617 Loans charged -off (266,481) (50,000) Recoveries 175,789 25,201 Net charge-offs and recoveries (90,692) (24,799) Provision for loan losses - - BALANCE AT END OF PERIOD $9,655,867 $8,966,818 6. Loans on which the accrual of interest has been discontinued or reduced amounted to approximately $4,856,210 and $2,642,810 at June 30, 1996 and 1995, respectively. Loan balances past due 90 days or more that are not on a non- accrual status, but management expects will eventually be paid in full amounted to approximately $0 at June 30, 1996 and $391,257 at June 30, 1995. Although the Company has non-performing loans of approximately $4,856,210 at June 30, 1996, management believes it has adequate collateral to limit its credit risks. The balance of impaired loans was $2,786,617 at June 30, 1996. 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 $60,704 at June 30, 1996. The income recognized on impaired loans during the six month period ended June 30, 1996 was $11,056. The cash collected on impaired loans during this three month period was $271,600, of which $260,544 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 1996 was $84,640. 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 Royal Bancshares of Pennsylvania, ("the Company") and its wholly owned subsidiaries for the six month period ended June 30, 1996. FINANCIAL CONDITION - - ------------------- Total assets as of June 30, 1996 were $345.3 million, a decrease of $10.3 million from the $356.3 million reported at year end, December 31, 1995. This decrease is primarily due to decreases in cash and cash equivalents and loans of $15.2 million and $10.3 million, respectively. These decreases are partially offset by a $10.2 million increase in investment securities. The decrease in cash and equivalents of $12.6 million is primarily attributable to the purchase of investment securities and the funding of maturing deposits in the first quarter of 1996. Total loans decreased $10.3 million to $188.1 million from $198.4 million at December 31, 1995. This decrease is primarily due to maturities in the first and second quarter, partially offset by originations. Investment securities increased $10.2 million primarily due to the purchase of corporate bonds and preferred stock. Other real estate decreased $162 thousand due to the sale of several properties in the second quarter. The allowance for loan loss increased $91 thousand, due to net recoveries, to $9.7 million which represents 4.6% of total loans. Total deposits, the primary source of funds, decreased $18.8 million to $249.5 million at June 30, 1996, from $268.2 million at December 31, 1995. This decrease is primarily due runoff experienced in the NOW and money market deposits in the first quarter totaling $22 million. FHLB advances increased $2.5 million due to an advance taken in March for $2.5 million for a term of ten years. Other liabilities increased $2.6 million primarily due to the establishment of a reserve of $2.4 million relating to stock appreciate rights arising from the Stock Option and Appreciation Plan. This Plan provides employees compensation in the form of options to purchase shares of the Company's common stock. At the time an option is granted , an identical number of stock appreciation rights are granted, which enable the recipient on exercise, to receive payment in cash of increases in the market value of the stock from the date of grant. Accordingly, the Company has accrued $2.4 million in the first six months of 1996 toward the difference between current fair market values and the values at the stock appreciation grant date. Stockholder's equity increased $3.3 million to $79.9 million at June 30, 1996 from $77.2 million at December 31, 1995. This increase is primarily due net income of $4.3 million for the first six months of the 1996, partially offset by cash dividends and a stock dividend of $1 million and $.7 million, respectively. Additionally, in 1996 there was a repurchase of 56,396 shares of the Company's class A common stock at cost for $581 thousand to be reflected as treasury stock, in addition to an adjustment for accumulated unrealized loss on available for sale investment securities of $47 thousand. 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 45% 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, 1996: INTEREST SENSITIVITY ANALYSIS (in thousands) REPRICING PERIODS --------------------------------- NON RATE ONE YEAR SENSITIVE WITHIN THRU AND OVER ASSETS ONE YEAR FIVE YEARS FIVE YEARS TOTAL Interest bearing deposits with banks $3.8 $ $ $3.8 - - Federal funds sold 22.8 - - 22.8 Securities available for sale 3.6 - - 3.6 Securities held to maturity 40.4 64.9 5.7 111.0 Loans 64.3 90.8 36.7 191.8 Other assets - - 12.3 12.3 TOTAL ASSETS $134.9 $155.7 $54.7 $345.3 LIABILITIES AND CAPITAL Non-interest bearing deposits $ - - $39.1 $39.1 Interest bearing deposits: 100.0 55.5 54.8 210.3 Borrowed funds 1.3 1.6 2.6 5.5 Other liabilities - - 10.5 10.5 Stockholders' equity - - 79.9 79.9 TOTAL LIABILITIES AND CAPITAL $101.3 $57.1 $186.9 $345.3 Interest rate sensitivity gap $33.6 $98.6 $(132.2) $ - Cumulative interest rate sensitivity gap $33.6 $132.2 $ - 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. - - ------ RESULTS OF OPERATIONS - - --------------------- Net income for the three months ended, June 30, 1996 was $2,202,419 or $.27 per share, as compared to net income of $2,170,570 or $.26 per share, for the same three month period in 1995. Net income for the six months ended June 30, 1996 was $4,312,652, or $.54 per share, as compared to $4,023,904 for the same six month period in 1995. These increases are primarily attributable to an increase in net interest income in addition to income relating to loan payoffs and gains on sale of other real estate recorded in 1996. Net interest income increased $.2 million to $4.8 million for the second quarter of 1996 as compared to $4.6 million for the same period ended, 1995. For the comparative six month period, net interest income increased $1.3 million to $10.5 million as compared to $9.2 million for the same period in 1995. These increases are primarily attributable to an increase in interest earning assets relating to the acquisition of Knoblauch State Bank ("KSB") in July of 1995. These increases are comprised of $.3 million and $1.4 million in interest income and fees on loans for the respective three and six month periods. The year to date average balance of loans for the three and six months ended June 30, 1996 were approximately and $192.0 million and $199.2 million, respectively, as compared to $162.4 and $164.5 for the same periods in 1995. Additionally, there was a $.5 million and $.8 million increase in interest and dividends on investment securities and interest bearing time deposits at banks for the respective three and six month periods. These increases were partially offset by a $.5 million and $.9 million increase in interest expense on deposits for the respective three and six month periods. The year to date average balance of deposits for the three and six months ended June 30, 1996 were approximately $254.3 million and $256.1 million, respectively, as compared to $190.8 and $191.9 million for same periods in 1995. There was no provision for loan loss recorded for the respective periods of 1996 and 1995 primarily due to Management's assessment that the level of reserves to be adequate for the respective periods. Total non interest income for the three months ended June 30, 1996 was $3.0 million, an increase of $2.4 as compared to $.6 million for the same period in 1995. For the comparative six month period, non interest income was $3.5 million, an increase of $2.5 million as compared to $.9 million for the same six month period in 1995. These increases are primarily due to an increase in gains on sale of other real estate and loans for the respective three and six month periods in 1996. Additionally, there was an increase on service charges and fees on deposit accounts primarily due to the acquisition of KSB. Total non interest expenses for the three months ended June 30, 1996 was $4.7 million, an increase of $2.4 million, as compared to $2.3 million for the same period in 1995. For the comparative six month period ended June 30, 1996, non-interest expense was $7.8 million as compared to $4.6 million for the same six month period in 1995. This increase is primarily due to an increase in staffing attributable to the KSB acquisition, in addition to an expense recorded relating to the Stock Option and Appreciation Right Plan. The number of full time and full time equivalent employees were 123 at June 30, 1996 versus 84 for the same period ended in 1995. The Company has a Stock Option and Appreciation Right Plan which provides employees compensation in the form of options to purchase shares of the Company's common stock. At the time an option is granted, an identical number of stock appreciation rights are granted, which enable the recipient on exercise, to receive payment in cash of increases in the market value of the stock from the date of grant. Accordingly, the Company accrued $2.4 million relating to these stock appreciation rights as employee benefits expense in the current period toward the difference between current market values and the values at the grant date. Occupancy expenses increased $.1 million for both respective three and six month periods due to the additional expenses associated with the newly acquired office locations in the KSB acquisition. Other operating expenses decreased $.3 million and $.1 million for the respective three and six month periods ended June 30, 1996. These decreases in other operating expenses are partially attributable to a decrease in FDIC insurance expense due to the reduction of the deposit insurance assessment rate for "well capitalized" banks. 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, 1996, 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, 1996 DECEMBER 31, 1995 CAPITAL LEVELS Tier 1 leverage ratio 23.13% 22.2% Tier 1 risk-based ratio 30.22% 27.7% Total risk-based ratio 31.52% 29.0% CAPITAL PERFORMANCE Return on average assets 2.5%(1) 2.6% Return on average equity 11.%(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:August 12th, 1996 ------------------------------------------------------ James J. McSwiggan, Chief Financial Officer & Treasurer Dated: August 12th, 1996 ------------------------------------------------------- - - - David J. Greenfield, Controller