UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-26366

ROYAL BANCSHARES OF PENNSYLVANIA, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		23-2812193
(State of other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
732 Montgomery Avenue, Narberth, Pennsylvania		19072
(Address of principal executive offices)		(Zip Code)

(Former name, former address and former year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Registered		Title of Each Class
The NASDAQ Stock Market, LLC		Class A Common Stock ($2.00 par value)
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on Which Registered		Title of Each Class
None		Class B Common Stock ($0.10 par value)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes       þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

o Yes     þ No

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 þ     No o

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, 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. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company (as defined in Exchange Act Rule 12b-2).

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ (Do not check if a smaller reporting company)		Small reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes o     No þ

The aggregate market value of Registrant’s Common Stock held by non-affiliates is $9,325,987 based on the June 30, 2009 closing price of the Registrant’s Common Stock of $1.87 per share.

As of February 28, 2010, the Registrant had 11,355,466 and 2,086,689 shares outstanding of Class A and Class B common stock, respectively.

Portions of the following documents are incorporated by reference: the definitive Proxy Statement of the Registrant relating to Registrant’s Annual meeting of Shareholders to be held on May 19, 2010—Part III.

 

 

Forward Looking Statements

From time to time, Royal Bancshares of Pennsylvania, Inc. (the “Company”) may include forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters in this and other filings with the Securities and Exchange Commission. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. When we use words such as “believes”, “expects,” “anticipates” or similar expressions, we are making forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. The risks and uncertainties that may affect the operations, performance development and results of the Company’s business include the following: general economic conditions, including their impact on capital expenditures; interest rate fluctuations; business conditions in the banking industry; the regulatory environment: the nature, extent, and timing of governmental actions and reforms, including the rules of participation for the Troubled Asset Relief Program voluntary Capital Purchase Plan under the Emergency Economic Stabilization Act of 2008, which may be changed unilaterally and retroactively by legislative or regulatory actions; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with community, regional and national financial institutions; new service and product offerings by competitors and price pressures and similar items.

PART I

ITEM 1. BUSINESS

Royal Bancshares of Pennsylvania, Inc.

Royal Bancshares of Pennsylvania, Inc. (the “Company”), is a Pennsylvania business corporation and a two bank holding company registered under the Federal Bank Holding Company Act of 1956, as amended (the “Holding Company Act”). The Company is supervised by the Board of Governors of the Federal Reserve System (Federal Reserve Board). Its legal headquarters is located at 732 Montgomery Avenue, Narberth, PA. On June 29, 1995, pursuant to the plan of reorganization approved by the shareholders of Royal Bank America, formerly Royal Bank of Pennsylvania (“Royal Bank”), all of the outstanding shares of common stock of Royal Bank were acquired by the Company and were exchanged on a one-for-one basis for common stock of the Company. On July 17, 2006, Royal Asian Bank (“Royal Asian”) was chartered by the Commonwealth of Pennsylvania Department of Banking and commenced operation as a Pennsylvania state-chartered bank. Prior to obtaining a separate charter, the business of Royal Asian was operated as a division of Royal Bank. The principal activities of the Company are supervising Royal Bank and Royal Asian, collectively known as the Banks, which engage in a general banking business principally in Montgomery, Chester, Bucks, Philadelphia and Berks counties in Pennsylvania and in Northern and Southern New Jersey and Delaware. The Company also has a wholly owned non-bank subsidiary, Royal Investments of Delaware, Inc., which is engaged in investment activities. On November 21, 2007, the Company established Royal Captive Insurance Company, a wholly owned subsidiary. Royal Captive Insurance was formed to insure commercial property and comprehensive umbrella liability for the Company and its affiliates. At December 31, 2009, the Company had consolidated total assets of approximately $1.3 billion, total deposits of approximately $881.8 million and shareholders’ equity of approximately $104.3 million. The Company’s two Delaware trusts, Royal Bancshares Capital Trust I and Royal Bancshares Capital Trust II, are not consolidated per requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation” (“ASC Topic 810”).

The Company has three reportable operating segments, Community Banking, Tax Liens, and Equity Investments. The Equity Investments are consolidated under ASC Topic 810 as described in “Note 20 - Segment Information” of the Notes to Consolidated Financial Statements in Item 8 of this report.

Regulatory Actions

On July 15, 2009, Royal Bank agreed to enter into a Stipulation and Consent to the Issuance of an Order to Cease and Desist (the “Orders”) with each of the Federal Deposit Insurance Corporation (“FDIC”) and the Commonwealth of Pennsylvania Department of Banking (“Department”). The material terms of the Orders are identical and require Royal Bank to: (i) have and retain qualified management, and notify the FDIC and the Department of any changes in Royal Bank’s Board of Directors or senior management; (ii) increase participation of Royal Bank’s Board of Directors in Royal Bank’s affairs by having the board assume full responsibility for approving Royal Bank’s policies and objectives and for supervising Royal Bank’s management; (iii) eliminate all assets classified as “Loss” and formulate a written plan to reduce assets classified as “Doubtful” and “Substandard” at its regulatory examination; (iv) develop a written plan to reduce delinquent loans, and restrict additional advances to borrowers with existing credits classified as “Loss,” “Doubtful” or “Substandard”; (v) develop a written plan to reduce Royal Bank’s commercial real estate loan concentration; (vi) maintain, after establishing an adequate allowance for loan and lease losses, a ratio of Tier 1 capital to total assets (“leverage ratio”) equal to or greater than 8% and a ratio of qualifying total capital to risk-weighted assets (total risk-based capital ratio) equal to or greater than 12%; (vii) formulate and implement written profit plans and comprehensive budgets for each year during which the Orders are in effect; (viii) formulate and implement a strategic plan covering at least three years, to be reviewed quarterly and revised annually; (ix) revise the liquidity and funds management policy and update and review the policy annually; (x) refrain from increasing the amount of brokered deposits held by Royal Bank and develop a plan to reduce the reliance on non-core deposits and wholesale funding sources; (xi) refrain from paying cash dividends without prior approval of the FDIC and the Department; (xii) refrain from making payments to or entering contracts with Royal Bank’s Holding Company or other Royal Bank affiliates without prior approval of the FDIC and the Department; (xiii) submit to the FDIC for review and approval an executive compensation plan that incorporates qualitative as well as profitability performance standards for Royal Bank’s executive officers; (xiv) establish a compliance

committee of the Board of Directors of Royal Bank with the responsibility to ensure Royal Bank’s compliance with the Orders; and (xv) prepare and submit quarterly reports to the FDIC and the Department detailing the actions taken to secure compliance with the Orders. The Orders will remain in effect until modified or terminated by the FDIC and the Department.

The Orders do not restrict Royal Bank from transacting its normal banking business. Royal Bank will continue to serve its customers in all areas including making loans (with the exception of new non-owner occupied commercial real estate and construction loans), establishing lines of credit, accepting deposits and processing banking transactions. Customer deposits remain fully insured to the highest limits set by the FDIC. The FDIC and the Department did not impose or recommend any monetary penalties in connection with the Orders.

Following are the actions Royal Bank has taken to respond to and comply with the Orders as of the date of this report:

	1.		Board Oversight and Senior Management
			The Board of Director’s has increased their participation in the affairs of Royal Bank. A new Regulatory Compliance Committee comprised of outside directors and management was created in the third quarter of 2009. The purpose of the Committee is to monitor compliance with the Orders. Royal Bank has recently completed an internal assessment of senior management’s qualifications and has submitted the report to the FDIC and the Department for their review.
	2.		Reduction of Classified Assets
			Royal Bank has eliminated from its books via charge-off all assets classified as “Loss”. Royal Bank submitted to the FDIC and the Department a “Plan for the Reduction of Classified Assets” (“classified assets plan”) required under the Orders. The FDIC and the Department have approved the classified assets plan. No advances were made on any classified loan unless approved by the Board of Directors and determined to be in Royal Bank’s best interest. Royal Bank was successful in reducing net classified loans (outstanding loan balance less charge-offs and specific reserves) and other real estate owned (“OREO”) from $149.6 million at June 30, 2009 to $106.2 million at December 31, 2009.
	3.		Reduction of Delinquencies
			Royal Bank submitted to the FDIC and the Department a “Plan for the Reduction of Delinquencies” (“delinquency reduction plan”) required under the Orders. The FDIC and the Department have approved the delinquency reduction plan. No advances were made on any delinquent loan unless approved by the Board of Directors and determined to be in Royal Bank’s best interest. Royal Bank was successful in reducing delinquent loans from $36.3 million at June 30, 2009 to $27.5 million at December 31, 2009.
	4.		Reduction of Commercial Real Estate Concentrations
			Royal Bank submitted to the FDIC and the Department a “Plan for the Reduction of Commercial Real Estate Concentrations” (“CRE concentration plan”) required under the Orders. The FDIC and the Department have approved the CRE concentration plan. Management has been working diligently to reduce the concentration in commercial real estate loans (“CRE loans”). Royal Bank was successful in reducing the CRE concentration from $289.1 million at June 30, 2009 to $253.7 million at December 31, 2009, which amounted to 227.7% of total capital and 251.7% of Tier 1 capital. At year end 2009, Royal’s total CRE loans were below 300% of capital and were almost $49 million less than what was projected under the CRE concentration Plan.
			At December 31, 2009, total construction/land loans (“CL loans”) amounted to $114.9 million, or 102.9% of total capital and 113.7% of Tier 1 capital. CL loans were approximately $39 million less than what was projected under the CRE concentration plan at year end 2009.
	5.		Capital Maintenance
			Under the Orders, Royal Bank must maintain a minimum total risk-based capital ratio and a minimum Tier 1 leverage ratio of 12% and 8%, respectively. At December 31, 2009, Royal Bank’s total risk-based capital and Tier 1 leverage ratios were 13.37% and 8.09%, respectively.

	6.		Budget Plan
			Royal Bank submitted to the FDIC and the Department a revised 2009 budget and profit plan required under the Orders. The FDIC and the Department have approved the 2009 budget and profit plan. In addition Royal Bank has submitted to the FDIC and the Department a 2010 budget and profit plan.
	7.		Strategic Plan
			Royal Bank submitted to the FDIC and the Department a three-year strategic plan required under the Orders. The FDIC and the Department have approved the three-year strategic plan. The Board of Directors and senior management are executing the strategic plan and will incorporate any modifications as deemed necessary by our regulators.
	8.		Liquidity and Funds Management
			Royal Bank submitted to the FDIC and the Department a liquidity and funds management plan (“liquidity plan”) required under the Orders. The FDIC and the Department have approved the liquidity plan. At December 31, 2009, Royal Bank had $56.7 million in cash on hand and $143.5 million in unpledged agency securities. At December 31, 2009, the liquidity to deposits ratio was 33.1% compared to Royal Bank’s 12% target and the liquidity to total liabilities was 24.0% compared to Royal Bank’s 10% target.
	9.		Brokered Deposits and Borrowings
			Royal Bank submitted to the FDIC and the Department a plan for reduction of reliance on non-core deposits and wholesale funding sources plan (“brokered deposit plan”) required under the Orders. The FDIC and the Department have approved the brokered deposit plan. Since entering the Orders Royal Bank has not renewed, accepted, or rolled over any maturing brokered certificates of deposit (“CDs”); nor has Royal Bank issued new brokered CDs. Brokered CDs declined $20 million from $226.9 million at June 30, 2009 to $206.9 million at December 31, 2009. Royal Bank has redeemed an additional $23.8 million in brokered CDs through February 2010. Borrowings declined $26.1 million from $283.9 million at June 30, 2009 to $257.8 million at December 31, 2009. The borrowing amounts do not include the $3.8 million in obligations owned via equity investment which are not guaranteed by Royal Bank or any of its subsidiaries.
	10.		Cash Dividends and other Payments to the Company
			Royal Bank will seek approval from the FDIC and the Department prior to declaring a cash dividend to the Company and prior to making payments or entering into new contracts with our affiliates.
	11.		Executive Compensation
			Royal Bank submitted to the FDIC an executive compensation plan (“compensation plan”) required under the Orders. The FDIC has approved the compensation plan. Royal Bank was not required to submit the compensation plan to the Department.

Royal Bank has submitted all required quarterly reports to the FDIC and the Department detailing the actions taken to secure compliance with the Orders as of the date of this report.

On March 17, 2010, the Company agreed to enter into a Written Agreement (the “Federal Reserve Agreement”) with the Federal Reserve Bank of Philadelphia (the “Reserve Bank”).

The material terms of the Federal Reserve Agreement provide that:

	•		the Company’s Board of Directors will take appropriate steps to fully utilize the Company’s financial and managerial resources to serve as a source of strength to its subsidiary banks, including taking steps to ensure that Royal Bank complies with the Orders previously entered into with the FDIC and the Department on July 15, 2009;
	•		the Company’s Board of Directors will, within 60 days of the Federal Reserve Agreement, submit to the Reserve Bank a written plan to strengthen board oversight of the management and operations of the consolidated operation;

	•		the Company will not declare or pay any dividends without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation of the Board of Governors of the Federal Reserve System;
	•		the Company and its non-bank subsidiaries will not make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without the prior approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation of the Board of Governors of the Federal Reserve System;
	•		the Company and its nonbank subsidiaries will not, directly or indirectly, incur, increase, or guarantee any debt without the prior written approval of the Reserve Bank;
	•		the Company will not, directly or indirectly, purchase or redeem any shares of its stock without the prior written approval of the Reserve Bank;
	•		the Company will, within 60 days of the Federal Reserve Agreement, submit to the Reserve Bank an acceptable written capital plan to maintain sufficient capital at the Company on a consolidated basis, which plan will at a minimum address: regulatory requirements for the Company and the Banks, the adequacy of the Banks’ capital taking into account the volume of classified credits, the allowance for loan and lease losses, current and projected asset growth, and projected retained earnings; the source and timing of additional funds necessary to fulfill the consolidated organization’s and the Banks’ future capital requirements; supervisory requests for additional capital at the Banks or the requirements of any supervisory action imposed on the Banks by federal or state regulators; and applicable legal requirements that the Company serve as a source of strength to the Banks;
	•		the Company will, within 60 days of the Federal Reserve Agreement, submit to the Reserve Bank cash flow projections for 2010 showing planned sources and uses of cash for debt service, operating expenses, and other purposes, and will submit similar cash flow projections for each subsequent calendar year at least one month prior to the beginning of such year;
	•		the Company will comply with applicable legal notice provisions in advance of appointing any new director or senior executive officer or changing the responsibilities of any senior executive officer such that the officer would assume a different senior executive officer position, and comply with restrictions on indemnification and severance payments imposed by the Federal Deposit Insurance Act; and
	•		the Company’s Board of Directors will, within 30 days after the end of each quarter, submit progress reports to the Reserve Bank detailing the form and manner of all actions taken to secure compliance with the Agreement and the results thereof, together with a parent company-level balance sheet, income statement, and, as applicable, report of changes in shareholders’ equity.

The Federal Reserve Agreement will remain in effect and enforceable until stayed, modified, terminated or suspended by the Reserve Bank.

Royal Bank America

Royal Bank was incorporated in the Commonwealth of Pennsylvania on July 30, 1963, was chartered by the Commonwealth of Pennsylvania Department of Banking and commenced operation as a Pennsylvania state-chartered bank on October 22, 1963. Royal Bank is the successor of the Bank of King of Prussia, the principal ownership of which was acquired by The Tabas Family in 1980. The deposits of Royal Bank are insured by the FDIC.

During the third quarter of 2006, Royal Bank formed a subsidiary, RBA ABL Group, LP, to originate asset based loans. The Bank owned 60% of the subsidiary. Royal Bank discontinued operating ABL in January 2008, with no material impact on operating results. The one outstanding loan relationship at ABL was transferred to Royal Bank and sold during the second quarter of 2008 for an amount equal to all sums due under the loan.

During the fourth quarter of 2006, Royal Bank formed a subsidiary, Royal Tax Lien Services, LLC, to purchase and service delinquent tax liens. The Bank owns 60% of the subsidiary.

During the fourth quarter of 2006, Royal Bank formed a subsidiary, RBA Capital, LP, to originate structured debt. The Bank owns 60% of the subsidiary. During the fourth quarter of 2008, management decided to wind down the operation of RBA Capital. During 2009, the operations of the subsidiary were folded into Royal Bank.

On October 17, 2008, Royal Bank established RBA Property LLC, a wholly owned subsidiary. RBA Property was formed to hold other real estate owned acquired through foreclosure of collateral associated with non-performing loans.

On December 1, 2008, Royal Bank established Narberth Property Acquisition LLC, a wholly owned subsidiary. Narberth Property Acquisition was formed to hold other real estate owned acquired through foreclosure of collateral associated with non-performing loans.

On November 4, 2009, Royal Bank established Rio Marina LLC, a wholly owned subsidiary. Rio Marina LLC was formed to hold other real estate owned acquired through foreclosure of collateral associated with non-performing loans.

Royal Bank derives its income principally from interest charged on loans, interest earned on investment securities, and fees received in connection with the origination of loans and other services. Royal Bank’s principal expenses are interest expense on deposits and operating expenses. Operating revenues, deposit growth, investment maturities, loan sales and the repayment of outstanding loans provide the majority of funds for activities.

Royal Bank conducts business operations as a commercial bank offering checking accounts, savings and time deposits, and loans, including residential mortgages, home equity and SBA loans. Royal Bank also offers safe deposit boxes, collections, internet banking and bill payment along with other customary bank services (excluding trust) to its customers. Drive-up, ATM, and night depository facilities are available. Services may be added or deleted from time to time. The services offered and the business of Royal Bank is not subject to significant seasonal fluctuations. Royal Bank is a member of the Federal Reserve FedLine Wire Transfer System.

Service Area: Royal Bank’s primary service area includes Pennsylvania, primarily Montgomery, Chester, Bucks, Delaware, Berks and Philadelphia counties, and New Jersey. This area includes residential areas and industrial and commercial businesses of the type usually found within a major metropolitan area. Royal Bank serves this area from fifteen branches located throughout Montgomery, Philadelphia and Berks counties and New Jersey. Royal Bank also considers New York, Maryland, and Delaware as a part of its service area for certain products and services. In the past, Royal Bank had frequently conducted business with clients located outside of its service area. Royal Bank has loans in twenty-six states via loan originations and/or participations with other lenders who have broad experience in those respective markets. Royal Bank’s headquarters are located at 732 Montgomery Avenue, Narberth, PA.

Competition: The financial services industry in our service area is extremely competitive. Competitors within our service area include banks and bank holding companies with greater resources. Many competitors have substantially higher legal lending limits.

In addition, savings banks, savings and loan associations, credit unions, money market and other mutual funds, brokerage firms, mortgage companies, leasing companies, finance companies and other financial services companies offer products and services similar to those offered by Royal Bank, on competitive terms.

Many bank holding companies have elected to become financial holding companies under the Gramm-Leach-Bliley Act of 1999, which give a broader range of products with which Royal Bank must compete. Although the long-range effects of this development cannot be predicted, it will likely further narrow the differences and intensify competition among commercial banks, investment banks, insurance firms and other financial services companies. The Company has not elected financial holding company status.

Employees: Royal Bank employed approximately 166 persons on a full-time equivalent basis as of December 31, 2009.

Deposits: At December 31, 2009, total deposits of Royal Bank were distributed among demand deposits (7%), money market deposit, savings and Super Now accounts (29%) and time deposits (64%). At year-end 2009, deposits increased $138.9 million to $822.4 million, from year-end 2008, or 20%. NOW and money market accounts increased $40.4 million while time deposits increased $94.9 million. Included in Royal Bank’s deposits are approximately $29.9 million of intercompany deposits that are eliminated through consolidation.

Current market and regulatory trends in banking are changing the basic nature of the banking industry. Royal Bank intends to keep pace with the banking industry by being competitive with respect to interest rates and new types or classes of deposits insofar as it is practical to do so consistent with Royal Bank’s size, objective of profit maintenance and stable capital structure.

Lending: At December 31, 2009, Royal Bank had a total net loan portfolio of $594.1 million, representing 49% of total assets. The loan portfolio is categorized into commercial demand, commercial mortgages, residential mortgages (including home equity lines of credit), construction, real estate tax liens, asset based loans, small business leases and installment loans. At year-end 2009, loans decreased $25.2 million from year end 2008.

Royal Asian Bank

Royal Asian was incorporated in the Commonwealth of Pennsylvania on October 4, 2005, and was chartered by the Commonwealth of Pennsylvania Department of Banking and commenced operation as a Pennsylvania state-chartered bank on July 17, 2006. Royal Asian is an insured bank by the FDIC.

Royal Asian derives its income principally from interest charged on loans and fees received in connection with other services. Royal Asian’s principal expenses are interest expense on deposits and operating expenses. Operating revenues, deposit growth, and the repayment of outstanding loans provide the majority of funds for activities.

On September 25, 2009, the Company announced that it had entered into a stock purchase agreement (the “Agreement”), dated as of September 24, 2009, with a newly formed corporation organized by the President of Royal Asian to purchase all of the outstanding common stock of Royal Asian owned by the Company. On December 21, 2009, the Company announced it was terminating the Agreement because the investor group pursuing the buyout was unable to raise sufficient capital to meet the terms of the agreement and ensure all regulatory approvals necessary to complete the transaction would be obtained. As a result of the Company’s termination of the Agreement, the $251,000 escrow amount previously deposited by Buyer, which was to be credited toward payment of the purchase price, was retained by the Company as liquidated damages and recorded in other income.

Service Area: Royal Asian’s primary service area includes Philadelphia County in Pennsylvania, northern New Jersey, and New York City. The service area includes residential areas and industrial and commercial businesses of the type usually found within a major metropolitan area. Royal Asian serves this area from five branches located throughout Philadelphia, northern New Jersey, and New York City. Royal Asian also considers Maryland and Delaware as a part of its service area for certain products and services. Occasionally, Royal Asian has conducted business with clients located outside of its service area.

Royal Asian conducts business operations as a commercial bank offering checking accounts, savings and time deposits, and loans, including residential mortgages, home equity and SBA loans. Royal Asian also offers collections, internet banking, safe deposit boxes and bill payment along with other customary bank services (excluding trust) to its customers. Drive-up, ATM, and night depository facilities are available. Certain international services are offered via a SWIFT machine which provides international access to transfer information through a secured web based system. This system is for informational purposes only and no funds are transferred through SWIFT. Services may be added or deleted from time to time. The services offered and the business of Royal Asian is not subject to significant seasonal fluctuations. Royal Asian through its affiliation with Royal Bank is a member of the Federal Reserve FedLine Wire Transfer System.

Competition: The financial services industry in our service area is extremely competitive. Competitors within our service area include banks and bank holding companies with greater resources. Many competitors have substantially higher legal lending limits.

In addition, savings banks, savings and loan associations, credit unions, money market and other mutual funds, mortgage companies, leasing companies, finance companies and other financial services companies offer products and services similar to those offered by Royal Asian, on competitive terms.

Employees: Royal Asian employed approximately 24 persons on a full-time equivalent basis as of December 31, 2009.

Deposits: At December 31, 2009, total deposits of Royal Asian were distributed among demand deposits (10%), money market deposit, savings and Super Now accounts (16%) and time deposits (74%). At year-end 2009 total deposits were $89.3 million.

Lending: At December 31, 2009, Royal Asian had a total net loan portfolio of $64.7 million, representing 63% of total assets. The loan portfolio is categorized into commercial demand, commercial mortgages, construction, and installment loans.

Current market and regulatory trends in banking are changing the basic nature of the banking industry. Royal Asian intends to keep pace with the banking industry by being competitive with respect to interest rates and new types or classes of deposits insofar as it is practical to do so consistent with Royal Asian’s size, objective of profit maintenance and stable capital structure.

Non-Bank Subsidiaries

On June 30, 1995, the Company established a special purpose Delaware investment company, Royal Investment of Delaware (“RID”), as a wholly owned subsidiary. Its legal headquarters is 1105 N. Market Street, Suite 1300, Wilmington, DE 19899. RID buys, holds and sells investment securities. At December 31, 2009, total assets of RID were $30.1 million, of which $2.0 million was held in cash and cash equivalents and $6.9 million was held in investment securities. RID had net interest income of $1.2 million and $1.4 million for 2009 and 2008, respectively. Non-interest income for 2009 was a loss of $5.8 million compared to a loss of $4.6 million for 2008. During 2009, RID recorded $5.5 million in impairment charges on investment securities of which $3.8 million was related to a managed common stock portfolio, and recorded investment losses of $353,000. During the third quarter of 2009, the Company sold the managed common stock portfolio and minimized additional losses to $130,000, or 1% of their aggregate cost. Royal Bank has extended loans to RID, secured by securities and as per the provisions of Regulation W. During the third quarter of 2009, RID paid off the $9.4 million loan from Royal Bank. In addition RID paid a $10.0 million dividend to Royal Bancshares during the third quarter of 2009.

During 2008, RID took a $3.8 million impairment charge on two bank preferred stocks and recorded investment losses of $828,000. RID’s net loss for 2009 was $5.1 million compared to a net loss of $2.3 million in 2008. The amounts above include the activity related to RID’s wholly owned subsidiary Royal Preferred LLC.

The Company, through its wholly owned subsidiary Royal Bank, holds a 60% ownership interest in Crusader Servicing Corporation (“CSC”). Its legal headquarters is located at 732 Montgomery Avenue, Narberth, PA. CSC acquires, through auction, delinquent property tax liens in various jurisdictions, assuming a lien position that is generally superior to any mortgage liens on the property, and obtaining certain foreclosure rights as defined by local statute. On February 2, 2007, due to a change in CSC management, Royal Bank and other shareholders, constituting a majority of CSC shareholders, voted to liquidate CSC under an orderly, long term plan adopted by CSC management. Royal Bank continues acquiring tax liens through its subsidiary, Royal Tax Lien Services, LLC (“RTL”) which was formed in November 2006. At December 31, 2009, total assets of CSC were $16.2 million. Included in total assets is $2.5 million for the Strategic Municipal Investments (“SMI”) portfolio, which is comprised of residential, commercial, and land tax liens, primarily in Alabama. In 2005, the Company entered into a partnership with SMI, ultimately acquiring a 50% ownership interest in SMI. In connection with acquiring this ownership interest, CSC extended an $18 million line of credit to SMI, which was used by SMI to purchase tax lien portfolios at a discount. As a result of the recent deterioration in residential, commercial and land values principally

in Alabama, management concluded based on an analysis of the portfolio in the fourth quarter of 2008 that the loan was impaired by approximately $2.5 million as evidenced in the provision for loan and lease losses. During 2009, the loan was impaired by an additional $500,000. CSC charged-off $3.0 million related to this loan in 2009. The outstanding SMI loan balance was $2.5 million at December 31, 2009. In 2009, CSC had net interest income of $468,000 compared to $849,000 for 2008. The 2009 provision for loan and lease losses was $624,000 compared to $2.6 million for 2008. The provision is mainly related to the SMI impairments mentioned above. For 2009 and 2008 other income was $179,000 and $555,000, respectively. Other income is mostly comprised of gain on sale of Real Estate Owned (“REO”) properties. Other expense was $693,000 and $576,000 for 2009 and 2008, respectively. CSC recorded a net loss of $402,000 in 2009 compared to a net loss of $1.0 million in 2008. The 2009 and 2008 losses were impacted by the increase in the provision for loan and lease losses.

On June 23, 2003, the Company, through its wholly owned subsidiary Royal Bank, established Royal Investments America, LLC (“RIA”) as a wholly owned subsidiary. Its legal headquarters is located at 732 Montgomery Avenue, Narberth, Pennsylvania. RIA was formed to invest in equity real estate ventures subject to limitations imposed by regulation. At December 31, 2009, total assets of RIA prior to consolidation under ASC Topic 810 were $8.6 million. During 2009, RIA had net income of $709,000 compared to net income of $852,000 for 2008.

On October 27, 2004, the Company formed two Delaware trust affiliates, Royal Bancshares Capital Trust I and Royal Bancshares Capital Trust II, in connection with the sale of an aggregate of $25.0 million of a private placement of trust preferred securities.

On July 25, 2005, the Company, through its wholly owned subsidiary Royal Bank, formed Royal Bank America Leasing, LP (“Royal Leasing”). Royal Bank holds a 60% ownership interest in Royal Leasing. Its legal headquarters is located at 550 Township Line Road, Blue Bell, Pennsylvania. Royal Leasing was formed to originate small business leases. Royal Leasing originates small ticket leases through its internal sales staff and through independent brokers located throughout its business area. In general, Royal Leasing will portfolio individual small ticket leases in amounts of up to $250,000. Leases originated in amounts in excess of that are sold for a profit to other leasing companies. On occasion, Royal Bank will purchase municipal leases originated by Royal Leasing for its own portfolio. These purchases are at market based pricing and terms that Royal Leasing would expect to receive from unrelated third-parties. From time to time Royal Leasing will sell small lease portfolios to third-parties and will, on occasion, purchase lease portfolios from other originators. During 2009 and 2008, neither sales nor purchases of lease portfolios were material. At December 31, 2009, total assets of Royal Leasing were $37.8 million. For 2009, Royal Leasing had net interest income of $1.8 million, a 39% increase from $1.3 million for 2008. For 2009 provision for lease losses was $1.3 million compared to $1.1 million for 2008. The increase in the provision was primarily related to the 48% growth in the lease portfolio. Other income decreased $13,000 from $403,000 for 2008 to $390,000 for 2009. Other expense was $335,000 and $661,000 for 2009 and 2008, respectively. Royal Leasing recorded net income of $382,000 for the year ended December 31, 2009 compared to a net loss of $26,000 for the year ended December 31, 2008.

On September 1, 2006, the Company, through its wholly owned subsidiary Royal Bank, formed RBA ABL Group, LP (“ABL”). Royal Bank held a 60% ownership interest in ABL. Its legal headquarters was located at 732 Montgomery Avenue, Narberth, Pennsylvania 19072. ABL was formed to originate asset based loans. Royal Bank discontinued operating ABL in January 2008, with no material impact on operating results.

On October 1, 2006, the Company, through its wholly owned subsidiary Royal Bank, formed RBA Capital, LP (“RBA Capital”). Royal Bank held a 60% ownership interest in RBA Capital and its legal headquarters was located at 150 North Radnor Chester Road, Radnor, Pennsylvania 19087. RBA Capital was formed to lend to lenders on a re-discounted basis, which indicates the main business line of RBA Capital is the extension of loans to other lenders. These other lenders are not typically financial institutions, but rather individuals, smaller corporations, or partnerships that make small loans including, but not limited to, loans to contractors, home buyers or the purchasers of smaller, owner occupied, commercial real estate buildings. RBA Capital on occasion referred loans to Royal Bank, or for certain larger loans it originates, participated with Royal Bank in the loan. Royal Bank paid RBA Capital a referral fee for loans referred from RBA Capital or for loans participated with RBA Capital. All transactions between Royal Bank and RBA Capital are on commercially reasonable terms at market rates and terms that would be paid, received or granted by unrelated third-parties.

During the fourth quarter of 2008, management decided to wind down the operation of RBA Capital and during 2009 took 100% ownership of the Company, which is currently managed as a separate division of Royal Bank. At December 31, 2009 RBA Capital had outstanding loans of $30.7 million, which declined by $7.1 million from the level at the end of 2008, consistent with the goal of having all existing loans pay off during the next few years. At December 31, 2008, total assets of RBA Capital were $37.5 million compared to $33.2 million at December 31, 2007. The net loss for 2008 increased $310,000 from $4,000 for 2007 to $314,000 for 2008 due mainly to a higher provision for loan losses of $582,000 year over year.

On November 17, 2006, the Company, through its wholly owned subsidiary Royal Bank, formed Royal Tax Lien Services, LLC (“RTL”). Royal Bank holds a 60% ownership interest in RTL. Its legal headquarters is located at 732 Montgomery Avenue, Narberth, Pennsylvania 19072. RTL was formed to purchase and service delinquent tax certificates. RTL typically acquires delinquent property tax liens through public auctions in various jurisdictions, assuming a lien position that is generally superior to any mortgage liens that are on the property, and obtaining certain foreclosure rights as defined by local statute. At December 31, 2009, total assets of RTL were $88.9 million compared to $64.3 million at December 31, 2008. Tax certificates outstanding grew $16.4 million from $46.7 million at December 31, 2008 to $63.1 million at December 31, 2009. For 2009, RTL had net interest income of $5.5 million compared to $3.3 million for 2008. Provision for loan and lease losses was $0 compared to $56,000 for 2009 and 2008, respectively. Other expense increased $726,000 from $1.5 million for 2008 to $2.2 million for 2009 primarily due to an increase in legal fees as a result of an internal investigation related to the U.S Department of Justice investigation described in “Item 3-Legal Proceedings” of this Report. Net income for 2009 grew $926,000 from $1.2 million for 2008 to $2.1 million for 2009.

On November 21, 2007, the Company established Royal Captive Insurance Company, a wholly owned subsidiary. Royal Captive Insurance was formed to insure commercial property and comprehensive umbrella liability for the Company and its affiliates. At December 31, 2009, total assets of Royal Captive Insurance were $2.7 million compared to $2.6 million at December 31, 2008.

On June 16, 2006, the Company, through its wholly owned subsidiary RID, established Royal Preferred LLC as a wholly owned subsidiary. Royal Preferred LLC was formed to purchase a subordinated debenture from Royal Bank. At December 31, 2009, Royal Preferred LLC had total assets of approximately $21 million.

Website Access to Company Reports

We post publicly available reports required to be filed with the SEC on our website, www.royalbankamerica.com, as soon as reasonably practicable after filing such reports with the SEC. The required reports are available free of charge through our website.

Products and Services with Reputation Risk

The Company offers a diverse range of financial and banking products and services. In the event one or more customers and/or governmental agencies become dissatisfied or object to any product or service offered by the Company or any of its subsidiaries, whether legally justified or not, negative publicity with respect to any such product or service could have a negative impact on the Company’s reputation. The discontinuance of any product or service, whether or not any customer or governmental agency has challenged any such product or service, could have a negative impact on the Company’s reputation.

Future Acquisitions

The Company’s acquisition strategy consists of identifying financial institutions, insurance agencies and other financial companies with business philosophies that are similar to our business philosophies, which operate in strong markets that are geographically compatible with our operations, and which can be acquired at an acceptable cost. In evaluating acquisition opportunities, we generally consider potential revenue enhancements and operating efficiencies, asset quality, interest rate risk, and management capabilities. The Company currently has no formal commitments with respect to future acquisitions although discussions with acquisition candidates take place occasionally.

Concentrations, Seasonality

The Company does not have any portion of its business dependent on a single or limited number of customers, the loss of which would have a material adverse effect on its business. No substantial portion of loans or investments is concentrated within a single industry or group of related industries, except a significant majority of loans are secured by real estate. The Company has seen a deterioration in economic conditions as it pertains to real estate loans. Construction and land, non-residential real estate, and residential loans represent 33%, 27% and 20%, respectively of the $73.7 million in non-accrual loans at December 31, 2009. The business of the Company and its subsidiaries is not seasonal in nature.

Environmental Compliance

The Company and its subsidiaries’ compliance with federal, state and local environment protection laws had no material effect on capital expenditures, earnings or their competitive position in 2009, and are not expected to have a material effect on such expenditures, earnings or competitive position in 2010.

Supervision and Regulation

Bank holding companies and banks operate in a highly regulated environment and are regularly examined by federal and state regulatory authorities.

The following discussion concerns various federal and state laws and regulations and the potential impact of such laws and regulation on the Company and its subsidiaries.

To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory or regulatory provisions themselves. Proposals to change laws and regulations are frequently introduced in Congress, the state legislatures, and before the various bank regulatory agencies. The Company cannot determine the likelihood or timing of any such proposals or legislations or the impact they may have on the Company and its subsidiaries. A change in law, regulations or regulatory policy may have a material effect on the Company’s business.

Holding Company

The Company, as a Pennsylvania business corporation, is subject to the jurisdiction of the Securities and Exchange Commission (the “SEC”) and of state securities commissions for matters relating to the offering and sale of its securities. Accordingly, if the Company wishes to issue additional shares of its Common Stock, in order, for example, to raise capital or to grant stock options, the Company will have to comply with the registration requirements of the Securities Act of 1933 as amended, or find an applicable exemption from registration.

The Company is subject to the provisions of the Holding Company Act, and to supervision, regulation and examination by the Federal Reserve Board. The Holding Company Act requires the Company to secure the prior approval of the Federal Reserve Board before it owns or controls, directly or indirectly, more than 5% of the voting shares of any corporation, including another bank. In addition, the Holding Company Act prohibits the Company from acquiring more than 5% of the voting shares of, or interest in, or all or substantially all of the assets of, any bank located outside Pennsylvania, unless such an acquisition is specifically authorized by laws of the state in which such bank is located.

A bank holding company also is prohibited from engaging in or acquiring direct or indirect control of more than 5% of the voting shares of any such company engaged in non-banking activities unless the Federal Reserve Board, by order or regulation, has found such activities to be closely related to banking or managing or controlling banks as to be a proper incident thereto. In making this determination, the Federal Reserve Board considers whether the performance of these activities by a bank holding company would offer benefits to the public that outweigh possible adverse effects.

As a bank holding company, the Company is required to file an annual report with the Federal Reserve Board and any additional information that the Federal Reserve Board may require pursuant to the Holding Company Act. The Federal Reserve Board may also make examinations of the Holding Company and any or all of its subsidiaries. Further, under the Holding Company Act and the Federal Reserve Board’s regulations, a bank holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit or provision of credit

of any property or services. The so called “anti-tying” provisions state generally that a bank may not extend credit, lease, sell property or furnish any service to a customer on the condition that the customer obtain additional credit or service from the banks, its bank holding company or any other subsidiary of its bank holding company, or on the condition that the customer not obtain other credit or services from a competitor of the banks, its bank holding company or any subsidiary of its bank holding company.

Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve Act and by state banking laws on any extensions of credit to the bank holding company or any of the holding company’s subsidiaries, on investments in the stock or other securities of the bank holding company and on taking of such stock or securities as collateral for loans to any borrower.

Under the Pennsylvania Banking Code of 1965, as amended, the (“Code”), the Company is permitted to control an unlimited number of banks. However, the Company would be required under the Holding Company Act to obtain the prior approval of the Federal Reserve Board before it could acquire all or substantially all of the assets of any bank, or acquiring ownership or control of any voting shares of any bank other than Royal Bank or Royal Asian, if, after such acquisition, the registrant would own or control more than 5% of the voting shares of such bank. The Holding Company Act has been amended by the Riegle-Neal Interstate Banking and Branching Act of 1994, which authorizes bank holding companies, subject to certain limitations and restrictions, to acquire banks located in any state.

In 1995, the Code was amended to harmonize Pennsylvania law with the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 to enable Pennsylvania institutions to participate fully in interstate banking and to remove obstacles to the choice by banks from other states engaged in interstate banking to select Pennsylvania as a head office location.

A bank holding company located in Pennsylvania, another state, the District of Columbia or a territory or possession of the United States may control one or more banks, bank and trust companies, national banks, interstate banks and, with the prior written approval of the Department, may acquire control of a bank and trust company or a national bank located in Pennsylvania. A Pennsylvania-chartered institution may maintain a bank, branches in any other state, the District of Columbia, or a territory or possession of the United States upon the written approval of the Department.

Federal law also prohibits the acquisition of control of a bank holding company without prior notice to certain federal bank regulators. Control is defined for this purpose as the power, directly or indirectly, to direct the management or policies of a bank or bank holding company or to vote 25% or more of any class of voting securities of a bank or bank holding company.

Royal Bank and Royal Asian

As previously mentioned under “Regulatory Action”, Royal Bank is operating under the Orders with the FDIC and the Department. The deposits of the Banks are insured by the FDIC. The Banks are subject to supervision, regulation and examination by the Department and by the FDIC. In addition, the Banks are subject to a variety of local, state and federal laws that affect its operation.

The Department and the FDIC routinely examine Pennsylvania state-chartered, non-member banks such as the Banks in areas such as reserves, loans, investments, management practices and other aspects of operations. These examinations are designed for the protection of depositors rather than the Company’s shareholders.

Federal and state banking laws and regulations govern, among other things, the scope of a bank’s business, the investments a bank may make, the reserves against deposits a bank must maintain, the types and terms of loans a bank may make and the collateral it may take, the activities of banks with respect to mergers and consolidations, and the establishment of branches. Pennsylvania law permits statewide branching.

Under the Federal Deposit Insurance Act (“FDIC Act”), the FDIC possesses the power to prohibit institutions regulated by it (such as Royal Bank and Royal Asian) from engaging in any activity that would be an unsafe and unsound banking practice or in violation of applicable law. Moreover, the FDIC Act: (i) empowers the FDIC to issue cease-and-desist or civil money penalty orders against the Banks or its executive officers, directors and/or principal shareholders based on violations of law or unsafe and unsound banking practices; (ii) authorizes the FDIC to remove executive officers who

have participated in such violations or unsound practices; (iii) restricts lending by the Banks to its executive officers, directors, principal shareholders or related interests thereof; and (iv) restricts management personnel of a bank from serving as directors or in other management positions with certain depository institutions whose assets exceed a specified amount or which have an office within a specified geographic area. Additionally, the FDIC Act provides that no person may acquire control of the Banks unless the FDIC has been given 60-days prior written notice and within that time has not disapproved the acquisition or extended the period for disapproval.

Under the Community Reinvestment Act (“CRA”), the FDIC uses a five-point rating scale to assign a numerical score for a bank’s performance in each of three areas: lending, service and investment. Under the CRA, the FDIC is required to: (i) assess the records of all financial institutions regulated by it to determine if these institutions are meeting the credit needs of the community (including low-and moderate-income neighborhoods) which they serve, and (ii) take this record into account in its evaluation of any application made by any such institutions for, among other things, approval of a branch or other deposit facility, office relocation, a merger or an acquisition of another bank. The CRA also requires the federal banking agencies to make public disclosures of their evaluation of each bank’s record of meeting the credit needs of its entire community, including low-and moderate-income neighborhoods. This evaluation will include a descriptive rate (“outstanding,” “satisfactory,” “needs to improve” or “substantial noncompliance”) and a statement describing the basis for the rating. After its most recent examination of Royal Bank under CRA, the FDIC gave Royal Bank a CRA rating of satisfactory.

A subsidiary bank of a holding company is subject to certain restrictions imposed by the Federal Reserve Act, as amended, on any extensions of credit to the bank holding company or its subsidiaries, on investments in the stock or other securities of the bank holding company or its subsidiaries, and on taking such stock or securities as collateral for loans. The Federal Reserve Act, as amended and Federal Reserve Board regulations also place certain limitations and reporting requirements on extensions of credit by a bank to principal shareholders of its parent holding company, among others, and to related interests of such principal shareholders. In addition, such legislation and regulations may affect the terms upon which any person who becomes a principal shareholder of a holding company may obtain credit from banks with which the subsidiary bank maintains a correspondent relationship.

From time to time, various types of federal and state legislation have been proposed that could result in additional regulation of, and restrictions on, the business of the Banks. It cannot be predicted whether any such legislation will be adopted or how such legislation would affect the business of either Royal Bank or Royal Asian. As a consequence of the extensive regulation of commercial banking activities in the United States, the Banks’ business is particularly susceptible to being affected by federal legislation and regulations that may increase the costs of doing business.

Under the Bank Secrecy Act (“BSA”), banks and other financial institutions are required to report to the Internal Revenue Service currency transactions of more than $10,000 or multiple transactions in any one day of which the Bank are aware that exceed $10,000 in the aggregate. Civil and criminal penalties are provided under the BSA for failure to file a required report, for failure to supply information required by the BSA or for filing a false or fraudulent report.

Federal Deposit Insurance Corporation Improvement Act of 1991

General: The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDIC Improvement Act”) includes several provisions that have a direct impact on Royal Bank and Royal Asian. The most significant of these provisions are discussed below.

The FDIC is required to conduct periodic full-scope, on-site examinations of Royal Bank and Royal Asian. In order to minimize losses to the deposit insurance funds, the FDIC Improvement Act establishes a format to monitor FDIC-insured institutions and to enable “prompt corrective action” by the appropriate federal supervisory agency if an institution begins to experience any difficulty. The FDIC Improvement Act establishes five “capital” categories. They are: (1) well capitalized, (2) adequately capitalized, (3) undercapitalized, (4) significantly undercapitalized, and (5) critically undercapitalized. The overall goal of these capital measures is to impose scrutiny and operational restrictions on banks as they descend the capital categories from well capitalized to critically undercapitalized.

Under current regulations, a “well-capitalized” institution is one that has at least a 10% total risk-based capital ratio, a 6% Tier 1 risk-based capital ratio, a 5% Tier 1 Leverage Ratio, and is not subject to any written order or final directive by the FDIC to meet and maintain a specific capital level. Under the Orders as described in

“Regulatory Action” under “Item 1 — Business” of this Report, Royal Bank is required to maintain a minimum Tier 1 leverage ratio of 8% and a Total risk-based capital ratio of 12% during the term of the Orders. Royal Bank and Royal Asian both meet the capital ratio requirements of a “well-capitalized” institution.

An “adequately capitalized” institution is one that meets the required minimum capital levels, but does not meet the definition of a “well-capitalized” institution. The existing capital rules generally require banks to maintain a Tier 1 Leverage Ratio of at least 4% and an 8% total risk-based capital ratio. Since the risk-based capital requirement is measured in the form of Tier 1 capital, this also will mean that a bank would need to maintain at least 4% Tier 1 risk-based capital ratio. An institution must meet each of the required minimum capital levels in order to be deemed “adequately capitalized.”

An “undercapitalized” institution is one that fails to meet one or more of the required minimum capital levels for an “adequately capitalized” institution. Under the FDIC Improvement Act, an “undercapitalized” institution must file a capital restoration plan and is automatically subject to restrictions on dividends, management fees and asset growth. In addition, the institution is prohibited from making acquisitions, opening new branches or engaging in new lines of business without the prior approval of its primary federal regulator. A number of other restrictions may be imposed.

A “critically undercapitalized” institution is one that has a tangible equity (Tier 1 capital) ratio of 2% or less. In addition to the same restrictions and prohibitions that apply to “undercapitalized” and “significantly undercapitalized” institutions, any institution that becomes “critically undercapitalized” is prohibited from taking the following actions without the prior written approval of its primary federal supervisory agency: engaging in any material transactions other than in the usual course of business; extending credit for highly leveraged transactions; amending its charter or bylaws; making any material changes in accounting methods; engaging in certain transactions with affiliates; paying excessive compensation or bonuses; and paying interest on liabilities exceeding the prevailing rates in the institution’s market area. In addition, a “critically undercapitalized” institution is prohibited from paying interest or principal on its subordinated debt and is subject to being placed in conservatorship or receivership if its tangible equity capital level is not increased within certain mandated time frames.

Real Estate Lending Guidelines: Pursuant to the FDIC Improvement Act, the FDIC has issued real estate lending guidelines that establish loan-to-value (“LTV”) ratios for different types of real estate loans. A LTV ratio is generally defined as the total loan amount divided by the appraised value of the property at the time the loan is originated. If a bank does not hold a first lien position, the total loan amount would be combined with the amount of all senior liens when calculating the ratio. In addition to establishing the LTV ratios, the FDIC’s real estate guidelines require all real estate loans to be based upon proper loan documentation and a recent independent appraisal of the property.

The FDIC’s guidelines establish the following limits for LTV ratios:

Loan Category		LTV limit
Raw land			65	%
Land development			65	%
Construction:
Commercial, multifamily (includes condos and co-ops) and other nonresidential			80	%
Improved property			85	%
Owner occupied 1-4 family and home equity (without credit enhancements)			90	%

The guidelines provide exceptions to the LTV ratios for government-backed loans; loans facilitating the sale of real estate acquired by the lending institution in the normal course of business; loans where the Banks’ decision to lend is not based on the offer of real estate as collateral and such collateral is taken only out of an abundance of caution; and loans renewed, refinanced, or restructured by the original lender to the same borrower, without the advancement of new money. The regulation also allows institutions to make a limited amount of real estate loans that do not conform to the proposed LTV ratios. Under this exception, each Bank would be allowed to make real estate loans that do not conform to the LTV ratio limits, up to an amount not to exceed 100% of their total capital.

Truth in Savings Act: The FDIC Improvement Act also contains the Truth in Savings Act. The purpose of this Act is to require the clear and uniform disclosure of the rates of interest that are payable on deposit accounts by the Banks and the fees that are assessable against deposit accounts, so that consumers can make a meaningful comparison between the competing claims of banks with regard to deposit accounts and products. This Act requires the Banks to include, in a clear and conspicuous manner, the following information with each periodic statement of a deposit account: (1) the annual percentage yield earned; (2) the amount of interest earned; (3) the amount of any fees and charges imposed; and (4) the number of days in the reporting period. This Act allows for civil lawsuits to be initiated by customers if the Banks violate any provision or regulation under this Act.

Gramm-Leach-Bliley Act of 1999

The Gramm-Leach-Bliley Act of 1999 (“GLBA”), also known as the Financial Services Modernization Act repeals the two anti-affiliation provisions of the Glass-Steagall Act. GLBA establishes a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms, and other financial service providers. It revises and expands the framework of the Holding Company Act to permit a holding company to engage in a full range of financial activities through a new entity known as a Financial Holding Company. “Financial activities” is broadly defined to include not only banking, insurance and securities activities, but also merchant banking and additional activities that the Federal Reserve Board, in consultation with the Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities, or complementary activities that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.

In addition, GLBA provides a uniform framework for the functional regulation of the activities of banks, savings institutions and their holding companies; broadens the activities that may be conducted by national banks, banking subsidiaries of bank holding companies, and their financial subsidiaries; and adopts a number of provisions related to the capitalization, membership, corporate governance, and other measures designed to modernize the Federal Home Loan Bank system.

Privacy provision: GLBA provides an enhanced framework for protecting the privacy of consumer information. The FDIC and other banking regulatory agencies, as required under GLBA, have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to nonaffiliated third parties. Among other things, these provisions require banks and other financial institutions to have in place safeguards to ensure the security and confidentiality of customer records and information, to protect against anticipated threats or hazards to the security or integrity of such records, and to protect against unauthorized access to or use of such records that could result in substantial harm or inconvenience to a customer. GLBA also requires financial institutions to provide customers at the outset of the relationship and annually thereafter written disclosures concerning the institution’s privacy policies.

GLBA also expressly preserves the ability of a state bank to retain all existing subsidiaries. Because Pennsylvania permits commercial banks chartered by the state to engage in any activity permissible for national banks, the Banks will be permitted to form subsidiaries to engage in the activities authorized by GLBA to the same extent as a national bank. In order to form a financial subsidiary, either bank must be well-capitalized, and either bank would be subject to the same capital deduction, risk management and affiliate transaction rules as applicable to national banks.

To the extent that GLBA permits banks, securities firms, and insurance companies to affiliate, the financial services industry may experience further consolidation. GLBA is intended to grant to community banks certain powers as a matter of right that larger institutions have accumulated on an ad hoc basis. Nevertheless, this act may have the result of increasing the amount of competition that the Company and the Banks face from larger institutions and other types of companies offering financial products, many of which may have substantially more financial resources than the Company and the Banks.

USA Patriot Act of 2001

A major focus of governmental policy in recent years that impacts financial institutions has been combating money laundering and terrorist financing. The Patriot Act broadened anti-money laundering regulations to apply to additional types of financial institutions and strengthened the ability of the U. S. Government to help prevent and prosecute

international money laundering and the financing of terrorism. The potential impact of the Patriot Act on financial institutions of all kinds is significant and wide ranging. The Patriot Act requires regulated financial institutions, among other things, to establish an anti-money laundering program that includes training and auditing components, to take additional precautions with non-U.S. owned accounts, and to comply with regulations related to verifying client identification at account opening. The Patriot Act also provides rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. Failure of a financial institution to comply with the requirements of the Patriot Act could have serious legal and reputational consequences for the institution. The Company has implemented systems and procedures to meet the requirements of the regulation and will continue to revise and update policies, procedures and necessary controls to reflect changes required by the Patriot Act.

Sarbanes-Oxley Act of 2002

The primary aims of the Sarbanes-Oxley Act of 2002 (“SOX”) was to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. SOX addresses, among other matters, requirements for audit committee membership and responsibilities, requirements of management to evaluate the Company’s disclosure controls and procedures and its internal control over financial reporting, including certification of financial statements and the effectiveness of internal controls by the primary executive officer and primary financial officer; established standards for auditors and regulation of audits, including independence provisions that restrict non-audit services that accountants may provide to their audit clients; and expanded the disclosure requirements for our Company insiders; and increased various civil and criminal penalties for fraud and other violations of securities laws.

Emergency Economic Stabilization Act of 2008

The Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted on October 3, 2008. EESA was designed to enable the federal government, under terms and conditions developed by the Secretary of the Treasury, to insure troubled assets, including mortgage-backed securities, and collect premiums from participating financial institutions. EESA includes, among other provisions: (a) the $700 billion Troubled Asset Relief Program (“TARP”), under which the Secretary of the Treasury was authorized to purchase, insure, hold, and sell a wide variety of financial instruments, particularly those that are based on or related to residential or commercial mortgages originated or issued on or before March 14, 2008; and (b) an increase in the amount of deposit insurance provided by the FDIC.

Under the TARP, the United States Department of Treasury (“Treasury”) authorized a voluntary Capital Purchase Program (“CPP”) to purchase up to $250 billion of senior preferred shares of qualifying financial institutions that elected to participate by November 14, 2008. On February 20, 2009, the Company issued to Treasury, 30,407 shares of Series A Preferred Stock and a warrant to purchase 1,104,370 shares of Class A common stock for an aggregate purchase price of $30.4 million under the TARP CPP. (See “Note 14 — Shareholders’ Equity” of the Notes to Consolidated Financial Statements in Item 8 of this Report.) Companies participating in the TARP CPP were required to adopt certain standards relating to executive compensation. The terms of the TARP CPP also limit certain uses of capital by the issuer, including with respect to repurchases of securities and increases in dividends.

American Recovery and Reinvestment Act of 2009

On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (“ARRA”) was enacted. ARRA is intended to provide a stimulus to the U.S. economy in the wake of the economic downturn brought about by the subprime mortgage crisis and the resulting credit crunch. The bill included federal tax cuts, expansion of unemployment benefits and other social welfare provisions, and domestic spending in education, healthcare, and infrastructure, including the energy structure.

Under ARRA, an institution that received funds under TARP, such as the Company, is subject to certain restrictions and standards throughout the period in which any obligation arising under TARP remains outstanding (except for the time during which the federal government holds only warrants to purchase common stock of the issuer). The following summarizes the significant requirements of ARRA and applicable Treasury regulations:

	•		Limits on compensation incentives for risks by senior executive officers;
	•		A requirement for recovery of any compensation paid based on inaccurate financial information;
	•		A prohibition on “golden parachute payments” to specified officers or employees, which term is generally defined as any payment for departure from a company for any reason;
	•		A prohibition on compensation plans that would encourage manipulation of reported earnings to enhance the compensation of employees;
	•		A prohibition on bonus, retention award, or incentive compensation to designated employees, except in the form of long-term restricted stock;
	•		A requirement that the board of directors adopt a luxury expenditures policy;
	•		A requirement that shareholders be permitted a separate nonbinding vote on executive compensation;
	•		A requirement that the chief executive officer and the chief financial officer provide a written certification of compliance with the standards, when established, to the SEC.

Under ARRA, subject to consultation with the appropriate federal banking agency, Treasury is required to permit a recipient of TARP funds to repay any amounts previously provided to or invested in the recipient by Treasury without regard to whether the institution has replaced the funds from any other source or to any waiting period.

Regulation W

Transactions between a bank and its “affiliates” are quantitatively and qualitatively restricted under the Sections 23A and 23B of Federal Reserve Act. The FDIC Act applies Sections 23A and 23B to insured nonmember banks in the same manner and to the same extent as if they were members of the Federal Reserve System. The Federal Reserve Board has also recently issued Regulation W, which codifies prior regulations under Sections 23A and 23B of the Federal Reserve Act and interpretative guidance with respect to affiliate transactions. Regulation W incorporates the exemption from the affiliate transaction rules but expands the exemption to cover the purchase of any type of loan or extension of credit from an affiliate. Affiliates of a bank include, among other entities, the bank’s holding company and companies that are under common control with the bank. The Company is considered to be an affiliate of Royal Bank and Royal Asian. In general, subject to certain specified exemptions, a bank or its subsidiaries are limited in their ability to engage in “covered transactions” with affiliates:

	•		To an amount equal to 10% of either Bank’s capital and surplus, in the case of covered transactions with any one affiliate; and
	•		To an amount equal to 20% of either Bank’s capital and surplus, in the case of covered transactions with all affiliates.

In addition, a bank and its subsidiaries may engage in covered transactions and other specified transactions only on terms and under circumstances that are substantially the same, or at least as favorable to the bank or its subsidiary, as those prevailing at the time for comparable transactions with nonaffiliated companies. A “covered transaction” includes:

	•		A loan or extension of credit to an affiliate;
	•		A purchase of, or an investment in, securities issued by an affiliate;
	•		A purchase of assets from an affiliate, with some exceptions;
	•		The acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party; and

•

This issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.

In addition, under Regulation W:

	•		A bank and its subsidiaries may not purchase a low-quality asset from an affiliate;
	•		Covered transactions and other specified transactions between a bank or its subsidiaries and an affiliate must be on terms and conditions that are consistent with safe and sound banking practices; and
	•		With some exceptions, each loan or extension of credit by a bank to an affiliate must be secured by collateral with a market value ranging from 100% to 130%, depending on the type of collateral, of the amount of the loan or extension of credit.

Regulation W generally excludes all non-bank and non-savings association subsidiaries of banks from treatment as affiliates, except to the extent that the Federal Reserve Board decides to treat these subsidiaries as affiliates.

Concurrently with the adoption of Regulation W, the Federal Reserve Board has proposed a regulation which would further limit the amount of loans that could be purchased by a bank from an affiliate to not more than 100% of Banks’ capital and surplus.

FDIC Insurance Assessments

The Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”), which was signed into law in 2006, resulted in a number of changes to how banks are assessed deposit premiums. Under the new risk-related premium schedule established by the Reform Act, the FDIC assigns each depository institution to one of several supervisory groups based on both capital adequacy and the FDIC’s judgment of the institution’s strength in light of supervisory evaluations, including examination reports, statistical analyses and other information relevant to measuring the risk posed by the institution.

The Reform Act merged the former BIF and SAIF into a single Deposit Insurance Fund (“DIF”), increased deposit insurance coverage for IRAs to $250,000, provides for the future increase of deposit insurance on all other accounts (presently limited to $250,000 per account) by indexing the coverage to the rate of inflation, authorizes the FDIC to set the reserve ratio of the combined DIF at a level between 1.15% and 1.50%, and permits the FDIC to establish assessments to be paid by insured banks to maintain the minimum ratios. The required reserve ratio will depend upon the growth of insured deposits at all banks in the U.S., the number and size of any bank failures, and the FDIC’s assessment of the risk in the banking industry at any given time.

On October 14, 2008, the FDIC announced its temporary “Transaction Account Guarantee Program” (“TAGP”) which provides full coverage for non-interest bearing deposit accounts. Royal Bank and Royal Asian are both participating in the program which guarantees all personal and business non-interest bearing checking accounts. This unlimited coverage expires on June 30, 2010. Additionally the FDIC temporarily raised the insurance limit from $100,000 to $250,000 per depositor until December 31, 2013. Participation in the TAGP added an additional eleven basis points to the Company’s total FDIC assessment for 2009 and is expected to add 25 basis points for the first six months of 2010.

On February 27, 2009, the FDIC’s Board of Directors voted to amend the restoration plan for DIF. Failures of FDIC-insured institutions had caused the reserve ratio of DIF to decline from 1.19 percent as of March 30, 2008, to 0.76 percent as of September 30, 2008. Consequently, the 2009 DIF assessment rates reflected an increase of seven to nine basis points and range from $0.07 for those institutions with the least risk, up to $0.775 for every $100 of insured deposits for institutions deemed to have the highest risk. In May 2009, the Board imposed a five basis point emergency special assessment for every $100 of insured deposits on June 30, 2009. The Banks’ emergency special assessment was $601,000 and was collected on September 30, 2009. Additionally, in November 2009, the FDIC adopted a final rule imposing a 13-quarter prepayment of FDIC insurance premiums payable on December 30, 2009. The FDIC exempted Royal Bank from making this prepayment of approximately $11.8 million. Royal Asian’s prepaid assessment amounted to $557,000.

In addition to deposit insurance, the Banks are also subject to assessments to pay the interest on Financing Corporation bonds. The Financing Corporation was created by Congress to issue bonds to finance the resolution of failed thrift institutions. Commercial banks and thrifts are subject to the same assessment for Financing Corporation bonds. The FDIC sets the Financing Corporation assessment rate every quarter. For the first quarter of 2010, the Financing Corporation’s assessment for Royal Bank and Royal Asian, (and all other banks), is an annual rate of $.0106 for each $100 of deposits. The Financing Corporation bonds are expected to be paid off between 2017 and 2019.

Other Legislation

In addition to the Federal Deposit Insurance Reform Act described above, the Financial Services Regulatory Relief Act of 2006 was also enacted. This legislation is a wide ranging law that affects many previously enacted financial regulatory laws. The overall intent of the law is to simplify regulatory procedures and requirements applicable to all banks, and to conform conflicting provisions. The Relief Act conforms a number of separate statutes to provide equal definitions and treatment for national banks, state banks, and for federal savings banks in a number of respects. The law streamlines certain reporting requirements, and provides for bank examinations on an 18 month schedule for smaller banks that qualify. The law also authorizes the Federal Reserve to pay interest to banks for the required deposit reserves maintained by banks at the Federal Reserve, but such interest would not begin to be paid until 2012. While this law has many facets that should benefit the Banks overall, the individual provisions of this law are not considered currently material to the Banks when considered alone.

Congress is currently considering major financial industry legislation, and the federal banking agencies routinely propose new regulations. The Company cannot predict how any new legislation, or new rules adopted by the federal banking agencies, may affect its business or the business of the Banks in the future.

Monetary Policy

The earnings of Royal Bank and Royal Asian are affected by the policies of regulatory authorities including the Federal Reserve Board. An important function of the Federal Reserve System is to influence the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities, changes in reserve requirements against member bank deposits and limitations on interest rates that member banks may pay on time and savings deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans and investments and deposits. Their use may also affect rates charged on loans or paid for deposits.

The policies and regulations of the Federal Reserve Board have had and will probably continue to have a significant effect on its reserve requirements, deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect either Banks’ operations in the future. The effect of such policies and regulations upon the future business and earnings of either Banks cannot be predicted.

Effects of Inflation

Inflation can impact the country’s overall economy, which in turn can impact the business and revenues of the Company and its subsidiaries. Inflation has some impact on the Company’s operating costs. Unlike many industrial companies, however, substantially all of the Company’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on the Company’s performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as prices of goods and services.

Available Information

Upon a shareholder’s written request, a copy of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as required to be filed with the SEC pursuant to Exchange Act Rule 13a-1, may be obtained without charge from our Chief Executive Officer, Royal Bancshares of Pennsylvania, Inc. 732 Montgomery Avenue, Narberth, PA 19072 or on our website www.royalbankamerica.com.

ITEM 1A. RISK FACTORS

An investment in our common stock involves risks. Before making an investment decision, investors should carefully consider the risks described below in conjunction with the other information in this report, including our consolidated financial statements and related notes. If any of the following risks or other risks, which have not been identified or which we may believe are immaterial or unlikely, actually occurs, our business, financial condition and results of operations could be harmed. In such a case, the trading price of our common stock could decline, and investors may lose all or part of their investment.

Risks Related to Our Business

Our business may be impacted by the existence of the Orders for Royal Bank and the Federal Reserve Agreement with the Federal Reserve Bank of Philadelphia.

Our success as a business is dependent upon pursuing various alternatives in not only achieving the growth and expansion of our banking franchise but also in managing our day to day operations. The existence of the Orders and the Federal Reserve Agreement may limit or impact our ability to pursue all previously available alternatives in the management of the Company. Our ability to retain existing retail and commercial customers as well as the ability to attract potentially new customers may be impacted by the existence of the Orders and the Federal Reserve Agreement. The Company has been successful in commercial real estate lending however, our ability to expand into potentially attractive commercial real estate or construction loans at this time would most likely be limited. Our ability to obtain lines of credit, to receive attractive collateral treatment from funding sources, and to pursue all attractive funding alternatives in this current low interest rate environment could be potentially impacted and thereby limit liquidity alternatives. The Bank’s ability to pay dividends to the Company, which provides funding for cash dividends to the Company’s shareholders, will be limited as a result of the Orders. Moreover, the Company is prohibited from paying cash dividends without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation of the Board of Governors of the Federal Reserve System. Our ability to raise capital in the current economic environment could be potentially limited or impacted as a result of the Orders. Attracting new management talent is critical to the success of our business and could be potentially impacted due to the existence of the Orders and the Federal Reserve Agreement.

Our business is subject to the success of the local economies and real estate markets in which we operate.

Our success significantly depends on the growth in population, income levels, loans and deposits and on the continued stability in real estate values in our markets. If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally are unfavorable, our business may be adversely affected. Adverse economic conditions in our specific market areas, specifically decreases in real estate property values due to the nature of our loan portfolio, over 80% of which is secured by real estate, could reduce our growth rate, affect the ability of customers to repay their loans and generally affect our financial condition and results of operations. The Company is less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of more diverse economies.

Our concentration of non-residential real estate and construction loans is subject to unique risks that could adversely affect our earnings.

Our non-residential real estate and construction and land development loan portfolio was $418.3 million at December 31, 2009 comprising 61% of total loans. Non-residential real estate and construction and development loans are often riskier and tend to have significantly larger balances than home equity loans or residential mortgage loans to individuals. While we believe that the commercial real estate concentration risk is mitigated by diversification among the types and characteristics of real estate collateral properties, sound underwriting practices, and ongoing portfolio monitoring and market analysis, the repayments of these loans usually depends on the successful operation of a business or the sale of the underlying property. As a result, these loans are more likely to be unfavorably affected by adverse conditions in the real estate market or the economy in general. The remaining loans in the portfolio are commercial or industrial loans. These loans are collateralized by various business assets the value of which may decline during adverse market and economic conditions. Adverse conditions in the real estate market and the economy may result in increasing levels of loan charge-offs and nonperforming assets and the

reduction of earnings. When we take collateral in foreclosures and similar proceedings, we are required to mark the related asset to the then fair market value of the collateral, which may ultimately result in a loss.

Further, under guidance adopted by the federal banking regulators, banks which have concentrations in construction, land development or commercial real estate loans (other than loans for majority owner occupied properties) would be expected to maintain higher levels of risk management and, potentially, higher levels of capital. It is possible that the Banks may be required to maintain higher levels of capital than it would be otherwise be expected to maintain as a result of the Banks’ commercial real estate loans, which may require the Company to obtain additional capital sooner than it would otherwise seek it, which may reduce shareholder returns.

Our allowance for loan and lease losses may not be adequate to cover actual losses.

Like all financial institutions, we maintain an allowance for loan and lease losses to provide for loan defaults and non-performance. Our allowance for loan and lease losses is based on our historical loss experience as well as an evaluation of the risks associated with our loan portfolio, including the size and composition of the loan portfolio, current economic conditions and geographic concentrations within the portfolio. Our allowance for loan and lease losses may not be adequate to cover actual loan and lease losses and future provisions for loan and lease losses could materially and adversely affect our financial results.

Our current level of nonperforming loans and future growth may require us to raise additional capital but that capital may not be available.

We are required by regulatory authorities to maintain adequate capital levels to support our operations. We anticipate that our current capital will satisfy our regulatory requirements for the foreseeable future. Under the Orders as described in “Regulatory Action” under “Item 1 — Business” of this Report, Royal Bank is required to maintain a minimum Tier 1 leverage ratio of 8% and a Total risk-based capital ratio of 12% during the term of the Orders. In order to maintain our well-capitalized status and to support future growth we may need to raise capital. Our ability to raise additional capital will depend, in part, on conditions in the capital markets at that time, which are outside our control, and on our financial performance. In addition, on February 20, 2009, we issued 30,407 shares of Fixed Rate Cumulative Preferred Stock, Series A, to the United States Department of Treasury under its TARP Capital Purchase Program, The Series A Preferred Stock issued to Treasury has a liquidation preference of $1,000 per share and contains other provisions, including restrictions on the payment of dividends on common stock and on repurchases of any shares of preferred stock ranking equal to or junior to the Series A Preferred Stock or common stock while the Series A Preferred Stock is outstanding, which provisions may make it more difficult to raise additional capital on favorable terms while the Series A Preferred Stock is outstanding. Therefore, we may be unable to raise additional capital, or to raise capital on terms acceptable to us. If we cannot raise additional capital when required, our ability to further expand operations through both internal growth and acquisitions could be materially impaired. In addition, if we decide to raise additional capital, the existing shareholders are subject to dilution.

We may suffer losses in our loan portfolio despite our underwriting practices.

The Company seeks to mitigate the risks inherent in its loan portfolio by adhering to specific underwriting practices. These practices often include: analysis of a borrower’s credit history, financial statements, tax returns and cash flow projections; valuation of collateral based on reports of independent appraisers; and verification of liquid assets. Although we believe that our underwriting criteria are appropriate for the various kinds of loans we make, the Company may incur losses on loans that meet these criteria.

Holders of our Series A Preferred Stock have certain voting rights that may adversely affect our common shareholders, and the holders of the Series A Preferred Stock may have interests different from our common shareholders.

In the event we fail to pay dividends on the Series A Preferred Stock for a total of at least six quarterly dividend periods (whether or not consecutive), the Treasury will have the right to appoint two directors to our Board of Directors until all accrued but unpaid dividends have been paid. Otherwise, except as required by law, holders of the Series A Preferred Stock have limited voting rights.

For as long as shares of the Series A Preferred Stock are outstanding, in addition to any other vote or consent of the shareholders required by law or our Articles of Incorporation, the vote or consent of holders of at least 66 2/3% of the shares of the Series A Preferred Stock outstanding is required for any authorization or issuance of shares ranking senior to the Series A Preferred Stock; any amendments to the rights of the Series A Preferred Stock so as to adversely affect the rights, privileges, or voting power of the Series A Preferred Stock; or initiation and completion of any merger, share exchange or similar transaction unless the shares of Series A Preferred Stock remain outstanding, or if we are not the surviving entity in such transaction, are converted into or exchanged for preference securities of the surviving entity and the shares of Series A Preferred Stock remaining outstanding or such preference securities have the rights, preferences, privileges and voting power of the Series A Preferred Stock.

The holders of our Series A Preferred Stock, including the Treasury, may have different interests from the holders of our common stock, and could vote to block the forgoing transactions, even when considered desirable by, or in the best interests of the holders of our common stock.

Our ability to pay dividends depends primarily on dividends from our banking subsidiary, which are subject to regulatory limits and we are subject to other dividend limitations.

We are a bank holding company and our operations are conducted by direct and indirect subsidiaries, each of which is a separate and distinct legal entity. Substantially all of our assets are held by our direct and indirect subsidiaries. Our ability to pay dividends depends on our receipt of dividends from our direct and indirect subsidiaries. Our two banking subsidiaries, Royal Bank and Royal Asian, are our primary source of dividends. Dividend payments from our banking subsidiary are subject to legal and regulatory limitations, generally based on net profits and retained earnings, imposed by the various banking regulatory agencies. The ability of Royal Bank and Royal Asian to pay dividends is also subject to its profitability, financial condition, capital expenditures and other cash flow requirements. At December 31, 2009, as a result of significant losses within Royal Bank, the Company had negative retained earnings and therefore would not have been able to declare and pay any cash dividends. There is no assurance that our subsidiaries will be able to pay dividends in the future or that we will generate adequate cash flow to pay dividends in the future. Under the Orders as described in “Regulatory Action” under “Item 1 — Business” of this Report, Royal Bank must receive prior approval from the FDIC and the Department before declaring and paying a dividend to the Company.

As a result of our participation in the Treasury’s TARP CPP on February 20, 2009, we are required to receive Treasury’s approval for any increases in the dividend above the amount of the last regular quarterly common stock dividend paid prior to October 14, 2008 ($0.15 per Class A share and $0.1725 per Class B share) and any repurchases of common stock. These restrictions on the payment of dividends and the repurchases of common stock will remain in effect until the earlier date of the third anniversary of the closing date of the preferred shares and the date of the redemption of the preferred shares. In addition, under the terms of the TARP CPP, we are not permitted to declare or pay cash dividends on, or redeem or otherwise acquire, stock that is junior to or on parity with the Series A Preferred Stock issued to Treasury at any time when we have not declared and paid full dividends on the Series A Preferred Stock. We suspended regular quarterly cash dividends on the Series A Preferred Stock in August 2009 and, accordingly, are not permitted at this time to pay dividends on our Class A or Class B Common Stock.

Under the terms of the Federal Reserve Agreement, we are prohibited from paying any dividends on shares of our stock without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation of the Board of Governors of the Federal Reserve System.

Failure to pay dividends on our stock could have a material adverse effect on the market price of our Class A Common Stock.

Competition from other financial institutions may adversely affect our profitability.

We face substantial competition in originating loans, both commercial and consumer. This competition comes principally from other banks, savings institutions, mortgage banking companies and other lenders. Many of our competitors enjoy advantages, including greater financial resources and higher lending limits, a wider geographic presence, more accessible branch office locations, the ability to offer a wider array of services or more favorable

pricing alternatives, as well as lower origination and operating costs. This competition could reduce our net income by decreasing the number and size of loans that we originate and the interest rates we may charge on these loans.

In attracting business and consumer deposits, Royal Bank and Royal Asian face substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. Many of our competitors enjoy advantages, including greater financial resources, more aggressive marketing campaigns, better brand recognition and more branch locations. These competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to retain existing deposits or attract new deposits. Increased deposit competition could adversely affect our ability to generate the funds necessary for lending operations. As a result, we may need to seek other sources of funds that may be more expensive to obtain and could increase our cost of funds.

The Company’s banking and non-banking subsidiaries also compete with non-bank providers of financial services, such as brokerage firms, consumer finance companies, credit unions, insurance agencies and governmental organizations which may offer more favorable terms. Some of our non-bank competitors are not subject to the same extensive regulations that govern our banking operations. As a result, such non-bank competitors may have advantages over the Company’s banking and non-banking subsidiaries in providing certain products and services. This competition may reduce or limit our margins on banking and non-banking services, reduce our market share, and adversely affect our earnings and financial condition.

The Company has a lower level of “core deposits” and a higher level of wholesale funding relative to our peer institutions.

Over the past several years, the Company has achieved significant growth in our loan portfolio. Because the Company’s deposits have not grown at similar rates, we have had to supplement our funding sources to include the national market (brokered CDs) to attract funds. During an environment when interest rates are rising and the related U.S. Treasury interest rate curve is flattening, the use of this funding source may result in an increase in interest costs disproportionate to loan yields. This could result in reduced net interest income.

Our ability to manage liquidity is always critical in our operation, but more so today given the uncertainty within the capital markets.

We monitor and manage our liquidity position on a regular basis to insure that adequate funds are in place to manage the day to day operations and to cover routine fluctuations in available funds. However, our funding decisions can be influenced by unplanned events. These unplanned events include, but are not limited to, the inability to fund asset growth, difficulty renewing or replacing funds that mature, the ability to maintain or draw down lines of credit with other financial institutions, significant customer withdrawals of deposits, and market disruptions. During the first quarter of 2010, the Federal Home Loan Bank of Pittsburgh, notified Royal Bank that they were being placed on an over collateralized delivery requirement of 105%. The FHLB’s decision was based primarily upon the level of Royal Bank’s non-performing assets and net loss. The available amount for future borrowings will be based on the amount of collateral to be pledged. We have a liquidity contingency plan in the event liquidity falls below an acceptable level, however in today’s economic environment, we are not certain that those sources of liquid funds will be available in the future when required. As a result, loan growth may be curtailed to maintain adequate liquidity, loans may need to be sold in the secondary market, investments may need to be sold or deposits may need to be raised at above market interest rates to maintain liquidity.

Negative publicity could damage our reputation and adversely impact our business and financial results.

Reputation risk, or the risk to the Company’s earnings and capital from negative publicity, is inherent in our business. Negative publicity can result from the Company’s actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions, and actions taken by government regulators and community organizations in response to those activities. Negative publicity can adversely affect our ability to keep and attract customers and can expose the Company to litigation and regulatory action. Although the Company takes steps to minimize reputation risk in dealing with customers and other constituencies, the Company, as a larger diversified financial services company with a high industry profile, is inherently exposed to this risk.

Risks Related to Our Industry

Recent legislative and regulatory initiatives to address difficult market and economic conditions may not stabilize the U.S. banking system.

On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the “EESA”) became law. EESA, among other measures, authorizes Treasury to purchase from financial institutions and their holding companies up to $700 billion in mortgage loans, mortgage-related securities and certain other financial instruments, including debt and equity securities issued by financial institutions and their holding companies, under the Troubled Asset Relief Program, or “TARP.” The purpose of TARP is to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase their lending to customers and to each other. Under the TARP Capital Purchase Program, Treasury is purchasing equity securities from participating institutions. EESA also increased federal deposit insurance on most deposit accounts from $100,000 to $250,000. This increase is in place until June 30, 2010 and is not covered by deposit insurance premiums paid by the banking industry.

EESA followed, and has been followed by, numerous actions by the Board of Governors of the Federal Reserve System, the U.S. Congress, Treasury, the FDIC, the SEC and others to address the current liquidity and credit crisis that has followed the sub-prime meltdown that commenced in 2007. These measures include homeowner relief that encourage loan restructuring and modification; the establishment of significant liquidity and credit facilities for financial institutions and investment banks; the lowering of the federal funds rate; emergency action against short selling practices; a temporary guarantee program for money market funds; the establishment of a commercial paper funding facility to provide back-stop liquidity to commercial paper issuers; and coordinated international efforts to address illiquidity and other weaknesses in the banking sector. Additional similar actions may be forthcoming.

The purpose of these legislative and regulatory actions is to stabilize the U.S. banking system. EESA and the other regulatory initiatives described above may not have their desired effects. If the volatility in the markets continues and economic conditions fail to improve or worsen, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Difficult market conditions and economic trends have adversely affected our industry and our business.

We are exposed to downturns in the U. S. housing market. Dramatic declines in the housing market over the past year, with decreasing home prices and increasing delinquencies and foreclosures, may have a negative impact on the credit performance of mortgage, consumer, commercial and construction loan portfolios resulting in significant write-downs of assets by many financial institutions. In addition, the values of real estate collateral supporting many loans have declined and may continue to decline. General downward economic trends, reduced availability of commercial credit and increasing unemployment may negatively impact the credit performance of commercial and consumer credit, resulting in additional write-downs. Concerns over the stability of the financial markets and the economy have resulted in decreased lending by financial institutions to their customers and to each other. This market turmoil and tightening of credit has led to increased commercial and consumer deficiencies, lack of customer confidence, increased market volatility and widespread reduction in general business activity. Competition among depository institutions for deposits has increased significantly. Financial institutions have experienced decreased access to deposits or borrowings. The resulting economic pressure on consumers and businesses and the lack of confidence in the financial markets may adversely affect our business, financial condition, results of operations and stock price. We do not expect that the difficult market conditions will improve in the immediate future. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the industry. In particular, we may face the following risks in connection with these events:

	•		We expect to face increased regulation of our industry. Compliance with such regulation may increase our costs and limit our ability to pursue business opportunities.
	•		Our ability to assess the creditworthiness of customers and to estimate the losses inherent in our credit exposure is made more complex by these difficult market and economic conditions.
	•		We also may be required to pay even higher Federal Deposit Insurance Corporation premiums than the recently increased level, because financial institution failures resulting from the depressed market

			conditions have depleted and may continue to deplete the deposit insurance fund and reduce its ratio of reserves to insured deposits.
	•		Our ability to borrow from other financial institutions or the Federal Home Loan Bank on favorable terms or at all could be adversely affected by further disruptions in the capital markets or other events.
	•		We may experience a prolonged decrease in dividend income from our investment in Federal Home Loan Bank stock.
	•		We may experience increases in foreclosures, delinquencies and customer bankruptcies, as well as more restricted access to funds.
	•		The unrealized losses in our investment portfolio may increase or be deemed other than temporary.

Our business is subject to interest rate risk and variations in interest rates may negatively affect our financial performance.

Changes in the interest rate environment may reduce profits. The primary source of our income is the differential or “spread” between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. As prevailing interest rates change, net interest spreads are affected by the difference between the maturities and re-pricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and rising interest rates generally are associated with a lower volume of loan originations. An increase in the general level of interest rates may also adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations. Accordingly, changes in levels of market interest rates could materially adversely affect our net interest spread, asset quality, loan origination volume and overall profitability.

Future governmental regulation and legislation could limit our future growth.

The Company and our subsidiaries are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of the operations of the Company and our subsidiaries. These laws may change from time to time and are primarily intended for the protection of consumers, depositors and the deposit insurance funds. Any changes to these laws may negatively affect our ability to expand our services and to increase the value of our business. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on the Company, these changes could be materially adverse to shareholders.

Changes in consumer use of banks and changes in consumer spending and saving habits could adversely affect the Company’s financial results.

Technology and other changes now allow many consumers to complete financial transactions without using banks. For example, consumers can pay bills and transfer funds directly without going through a bank. This “disintermediation” could result in the loss of fee income, as well as the loss of customer deposits and income generated from those deposits. In addition, changes in consumer spending and saving habits could adversely affect our operations, and may be unable to timely develop competitive new products and services in response to these changes that are accepted by new and existing customers.

Acts or threats of terrorism and political or military actions taken by the United States or other governments could adversely affect general economic or industry conditions.

Geopolitical conditions may also affect our earnings. Acts or threats or terrorism and political or military actions taken by the United States or other governments in response to terrorism, or similar activity, could adversely affect general economic or industry conditions.

Other Risks

Our directors, executive officers and principal shareholders own a significant portion of our common stock and can influence shareholder decisions.

Our directors, executive officers and principal shareholders, as a group, beneficially owned approximately 57% of Class A common stock and 86% of Class B common stock as of February 28, 2010. As a result of their ownership, the directors, executive officers and principal shareholders will have the ability, by voting their shares in concert, to influence the outcome of any matter submitted to our shareholders for approval, including the election of directors. The directors and executive officers may vote to cause the Company to take actions with which the other shareholders do not agree or that are not beneficial to all shareholders.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Royal Bank has fifteen banking offices, which are located in Pennsylvania and New Jersey.

15th Street Office		Bala Plaza Office (3)		Bridgeport Office (1)
30 South Street		231 St. Asaph’s Road		105 W. 4th Street
Philadelphia, PA 19102		Bala Cynwyd, PA 19004		Bridgeport, PA 19406
Castor Office (1)		Fairmont Office (1)		Grant Avenue Office (1)
6331 Castor Avenue		401 Fairmont Avenue		1650 Grant Avenue
Philadelphia, PA 19149		Philadelphia, PA 19123		Philadelphia, PA 19115
Henderson Road Office		Jenkintown Office (1)		King of Prussia Office (1)
Biedler and Henderson Roads		600 Old York Road		655 West DeKalb Pike
King of Prussia, PA 19406		Jenkintown, PA 19046		King of Prussia, PA 19406
Narberth Office (1)		Narberth Training Center (1)(2)		Phoenixville Office (1)
732 Montgomery Avenue		814 Montgomery Avenue		808 Valley Forge Road
Narberth, PA 19072		Narberth, PA 19072		Phoenixville, PA 19460
Shillington Office		Trooper Office (1)		Turnersville Office
516 East Lancaster Avenue		Trooper and Egypt Roads		3501 Black Horse Pike
Shillington, PA 19607		Trooper, PA 19401		Turnersville, NJ 08012
Villanova Office		Walnut Street Office		Storage Facility (1)
801 East Lancaster Avenue		1230 Walnut Street		3836 Spring Garden Street
Villanova, PA 19085		Philadelphia, PA 19107		Philadelphia, PA 19104
Royal Asian Bank has five offices located in Pennsylvania, New Jersey, and New York.
Cheltenham Office		Flushing		Fort Lee Office
418 Oak Lane		136-52 37th Avenue		1550 Lemoine Avenue
Philadelphia, PA 19126		Flushing, NY 11354		Fort Lee, NJ 07024
Palisades Park		Upper Darby Office
232 Broad Street		7001 West Chester Pike
Palisades Park, NJ 07650		Upper Darby, PA 19082

Royal Bank owns eleven of the above properties. The remaining seven properties are leased with expiration dates between 2010 and 2014. During 2009, Royal Bank made aggregate lease payments of approximately $779,000. Royal Asian’s five properties are leased with expiration dates between 2010 and 2017. During 2009, Royal Asian made aggregate lease payments of approximately $441,000. The Company believes that all of its properties are attractive, adequately insured, and well maintained and are adequate for the Banks’ purposes. During the second quarter of 2008, the Company sold the property located at 144 Narberth Avenue, Narberth, PA, for a $2.0 million gain.

ITEM 3. LEGAL PROCEEDINGS

Management is not aware of any litigation that would have a material adverse effect on the consolidated financial position or results of operations of the Company. There are no proceedings pending other than routine litigation incident to the business of the Company.

As described under “Item 1 — Business” of this Report, Royal Bank holds a 60% equity interest in each of Crusader Servicing Corporation (“CSC”) and Royal Tax Lien Services, LLC (“RTL”). CSC and RTL acquire, through public auction, delinquent tax liens in various jurisdictions thereby assuming a superior lien position to most other lien holders, including mortgage lien holders. On March 4, 2009, each of CSC and RTL received a grand jury subpoena issued by the U.S. District Court for New Jersey upon application of the Antitrust Division of the U.S. Department of Justice (“DOJ”). The subpoena seeks certain documents and information relating to an ongoing investigation being conducted by the DOJ. Royal Bank has been advised that neither CSC nor RTL are targets of the DOJ investigation, but they are subjects of the investigation. Royal Bank, CSC and RTL are cooperating in the investigation.

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5.		MARKET FOR REGISTRANT’S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s Class A Common Stock commenced trading on the NASDAQ Global Market under the symbol RBPAA. There is no market for the Company’s Class B Common Stock. The Class B shares may not be transferred in any manner except to the holder’s immediate family. Class B shares may be converted to Class A shares at the rate of 1.15 to 1.

The following table shows the range of high and low closing prices for the Company’s stock as reported by NASDAQ.

Closing Prices
2009		High				Low
First Quarter		$	4.25			$	2.05
Second Quarter			2.65				1.71
Third Quarter			2.10				1.40
Fourth Quarter			1.80				1.05

2008		High				Low
First Quarter		$	15.88			$	9.14
Second Quarter			15.34				8.87
Third Quarter			9.44				4.81
Fourth Quarter			6.41				3.33

The approximate number of recorded holders of the Company’s Class A and Class B Common Stock, as of March 3, 2010, is shown below:

Title of Class		Number of record holders
Class A Common stock			293
Class B Common stock			142

Dividends

Subject to certain limitations imposed by law or the Company’s articles of incorporation, the Board of Directors of the Company may declare a dividend on shares of Class A or Class B Common Stock.

Stock dividends: On December 18, 2005, the Board of Directors of the Company declared a 2% stock dividend on both its Class A Common Stock and Class B Common Stock shares payable on January 17, 2006, to shareholders of record on January 4, 2006. The stock dividend resulted in the issuance of 205,120 additional shares of Class A common stock and 19,426 additional shares of Class B common stock. There were 20,117 Class B shares deferred (agreed to by the Tabas Family Trust) until the 2006 Annual Shareholders Meeting where Management requested the Company’s shareholders to approve amending the Company’s Articles of Incorporation to increase the number of Class B shares authorized. The 20,117 deferred share of Class B common stock were issued on June 27, 2006.

On December 20, 2006, the Board of Directors of the Company declared a 5% stock dividend on both its Class A Common Stock and Class B Common Stock shares payable on January 17, 2007, to shareholders of record on January 3, 2007. The stock dividend resulted in the issuance of 526,825 additional shares of Class A common stock and 100,345

additional shares of Class B common stock. Future stock dividends, if any, will be at the discretion of the Board of Directors and will be dependent on the level of earnings and compliance with regulatory requirements. There were no stock dividends declared in 2009, 2008, and 2007.

Cash Dividends: The Company paid cash dividends in the first two quarters of 2008 for holders of Class A Common Stock and for holders of Class B Common Stock. This resulted in a charge to retained earnings of approximately $4.0 million. The Company did not pay cash dividends on its common stock in 2009. In July of 2008, the Company suspended cash dividends on its common stock to preserve capital and maintain liquidity in response to current financial and economic trends. At December 31, 2008, as a result of significant losses within Royal Bank, the Company had negative retained earnings and therefore would not have been able to declare and pay any cash dividends. The following table sets forth on a quarterly basis dividends paid to holders of each Class A and Class B Common Stock for 2008.

		Cash Dividends Per Share
2008		Class A				Class B
First Quarter		$	0.15000			$	0.172500
Second Quarter		$	0.15000			$	0.172500
Third Quarter		$	—			$	—
Fourth Quarter		$	—			$	—

Future dividends depend upon net income, capital requirements, and appropriate legal restrictions and other factors relevant at the time the Board of Directors of the Company considers dividend policy. Cash necessary to fund dividends available for dividend distributions to the shareholders of the Company must initially come primarily from dividends paid by its direct and indirect subsidiaries, including Royal Bank to the Company. As a result of the Orders as described under “Regulatory Action” in “Item 1 — Business” of this Report, Royal Bank must obtain approval from the FDIC and the Department prior to declaring a cash dividend to the Company. Therefore, the restrictions on Royal Bank’s dividend payments are directly applicable to the Company. Under the Pennsylvania Banking Code of 1965, as amended, Royal Bank places a restriction on the availability of capital surplus for payment of dividends.

Under the Pennsylvania Business Corporation Law of 1988, as amended, the Company may pay dividends only if after payment the Company would be able to pay its debts as they become due in the usual course of business and the total assets are greater than the sum of its total liabilities plus the amount that would be needed if the Company were to be dissolved at the time of the dividend to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the dividend. See “Note 13 — Shareholder’s Equity” of the Notes to Consolidated Financial Statements in Item 8 of this Report.

As a result of the investment by Treasury under the TARP CPP on February 20, 2009, the Company is required to receive Treasury’s approval for any increases in the dividend above the amount of the last regular quarterly common stock dividend paid prior to October 14, 2008 ($0.15 per Class A share and $0.1725 per Class B share) and any repurchases of common stock. These restrictions on the payment of dividends and the repurchases of common stock by the Company become effective immediately and remain in effect until the earlier date of the third anniversary of the closing date of the preferred shares and the date of the redemption of the preferred shares.

On August 13, 2009, the Company’s board of directors determined to suspend regular quarterly cash dividends on the $30.4 million in Series A Preferred Stock. The Company’s board of directors took this action in consultation with the Federal Reserve Bank of Philadelphia as required by recent regulatory policy guidance. The Company currently has sufficient capital and liquidity to pay the scheduled dividends on the preferred stock; however, the Company believes this decision will better support the capital position of Royal Bank, a wholly owned subsidiary of the Company. As of December 31, 2009, the Series A Preferred stock dividend in arrears is $774,000 which is comprised of $760,000 in dividends and $14,000 in interest, which have not been recognized in the consolidated financial statements.

The performance graph shows cumulative investment returns to shareholders based on the assumption that an investment of $100 was made on December 31, 2004, (with all dividends reinvested), in each of the following:

	•		Royal Bancshares of Pennsylvania, Inc. Class A common stock;
	•		The stock of all United States companies trading on the NASDAQ Global Market;
	•		Common stock of 2009 Peer Group consists of nineteen banks headquartered in the Mid-Atlantic region, trade on the major exchange and have total assets between $750 million and $1.5 billion.
	•		SNL Bank and Thrift Index

		Period Ending
Index		12/31/04				12/31/05				12/31/06				12/31/07				12/31/08				12/31/09
Royal Bancshares of Pennsylvania, Inc.			100.00				91.22				113.52				50.19				15.60				6.09
NASDAQ Composite			100.00				101.37				111.03				121.92				72.49				104.31
SNL Bank and Thrift			100.00				101.57				118.68				90.50				52.05				51.35
Royal Bancshares Peer Group*			100.00				94.01				104.26				82.19				66.74				59.18

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial and operating information for the Company should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and accompanying notes in Item 8 of this Report:

Statement of Operations Data		For the years ended December 31,
(In thousands, except share data)		2009				2008				2007				2006				2005
Interest income		$	66,043			$	72,764			$	86,736			$	93,006			$	76,460
Interest expense			37,439				38,109				48,873				46,372				31,796
Net interest income			28,604				34,655				37,863				46,634				44,664
Provision for loan and lease losses			20,605				21,841				13,026				1,803				1
Net interest income after loan and lease losses			7,999				12,814				24,837				44,831				44,663
Gain on sale of premises & equipment			—				1,991				—				—				—
Gain on sale of premises & equipment related to real estate owned via equity investments			1,817				1,679				1,860				3,036				16,779
Income from bank owned life insurance			1,099				1,233				875				847				845
Service charges and fees			1,419				1,186				1,348				1,404				1,293
Gains on sales related to real estate joint ventures			—				1,092				350				—				—
Income related to real estate owned via equity investments			1,302				965				1,384				3,591				747
Gains on sale of real estate			294				429				1,111				2,129				2,494
Gains on sale of loans			914				190				404				379				508
(Losses) gains on investment securities			1,892				(1,313	)			5,358				383				227
Gain from refinance of assets related to real estate owned via equity investments			—				—				—				—				1,892
Other income			578				148				198				202				41
Other income,excluding other-than-temporary impairment losses			9,315				7,600				12,888				11,971				24,826
Total other than-temporary-impairment losses on investment securities			(13,431	)			(23,388	)			—				—				—
Portion of loss recognized in other comprehensive loss			2,390				—				—				—				—
Net impairment losses recognized in earnings			(11,041	)			(23,388	)			—				—				—
Total other (loss) income			(1,726	)			(15,788	)			12,888				11,971				24,826
(Loss) income before other expenses & income taxes			6,273				(2,974	)			37,725				56,802				69,489
Non-interest expense
Salaries and benefits			12,235				15,044				12,215				13,451				13,488
Impairment related to real estate owned via equity investments			—				1,500				8,500				—				—
Expenses related to real estate owned via equity investments			907				966				1,590				1,606				262
Impairment related to real estate joint venture			—				—				5,927				—				—
Other			24,514				15,023				11,800				9,595				10,981
Total other expense			37,656				32,533				40,032				24,652				24,731
(Loss) income before tax expense (benefit)			(31,383	)			(35,507	)			(2,307	)			32,150				44,758
Income tax expense (benefit)			474				2,643				(1,568	)			10,015				12,637
Net (loss) income		$	(31,857	)		$	(38,150	)		$	(739	)		$	22,135			$	32,121
Less net income (loss) attributable to noncontrolling interest			1,402				(68	)			(1,303	)			567				68
Net (loss) income attributable to Royal Bancshares			(33,259	)			(38,082	)			564				21,568				32,053
Less Series A Preferred stock accumulated dividend and accretion			(1,672	)			—				—				—				—
Net (loss) income available to common shareholders			(34,931	)			(38,082	)			564				21,568				32,053
Basic (loss) earnings per common share (1)		$	(2.64	)		$	(2.86	)		$	0.04			$	1.60			$	2.39
Diluted (loss) earnings per common share (1)		$	(2.64	)		$	(2.86	)		$	0.04			$	1.59			$	2.37

Balance Sheet Data		For the years ended December 31,
(In thousands)		2009				2008				2007				2006				2005
Total Assets			1,292,726				1,175,586				1,278,475				1,356,311				1,301,019
Total average assets (2)			1,295,126				1,189,518				1,314,361				1,317,688				1,258,137
Loans, net			656,533				671,814				625,193				580,759				539,360
Total deposits			881,755				760,068				770,152				859,457				697,409
Total average deposits			857,742				724,384				869,884				761,267				699,540
Total borrowings (1)			283,601				313,805				339,251				301,203				427,130
Total average borrowings (1)			307,225				307,597				254,757				377,139				350,662
Total shareholders’ equity (3)			101,156				79,687				146,367				163,254				155,508
Total average shareholders’ equity			107,511				131,155				158,695				158,372				145,601
Return on average assets			(2.57	%)			(3.20	%)			0.04	%			1.64	%			2.55	%
Return on average equity			(30.94	%)			(29.04	%)			0.36	%			13.62	%			22.01	%
Average equity to average assets			8.30	%			11.03	%			12.07	%			12.10	%			11.57	%
Dividend payout ratio			0.00	%			(10.52	%)			2743.40	%			66.10	%			40.10	%

(1)		Includes obligations through VIE equity investments and subordinated debt.
(2)		Includes premises and equipment of VIE.
(3)		Excludes noncontrolling interest.

ITEM 7. MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements of the Company and the related Notes in Item 8 of this Report.

General: The Company’s results of operations depend primarily on net interest income, which is the difference between interest income on interest earning assets and interest expense on interest bearing liabilities. Interest earning assets consist principally of loans and investment securities, while interest bearing liabilities consist primarily of deposits and borrowings. Net income is also affected by the provision for loan and lease losses and the level of non-interest income as well as by non-interest expenses, including salary and employee benefits, occupancy expenses and other operating expenses.

Net Loss/Income: The Company recorded a net loss of $33.3 million in 2009, which amounted to an improvement of $4.8 million from the net loss of $38.1 million recorded in 2008. The reduced net loss was attributed to a modest decrease in the provision for loan and lease losses, a smaller loss in other income and a reduction in income taxes due to the valuation allowance in 2008 which resulted in a non-cash charge of $15.5 million. The lower loss in other income was primarily the result of a reduction in the impairment losses on investment securities year over year. Partially offsetting these positive changes was a decline in net interest income associated with a higher level of non-performing loans throughout 2009 and the lagged re-pricing of the deposits and borrowings that fund earning assets coupled with an increase in other expense. The increase in other expense was comprised mainly of Other Real Estate Owned (“OREO”) impairment charges and expenses, such as taxes and insurance, to maintain the OREO properties and increased FDIC insurance.

Significant matters that impacted earnings in 2009 are as follows:

Impairment losses on investment securities		$11.0 million
Provision for loan and lease losses		$20.6 million
OREO and related expenses		$7.8 million
FDIC assessments		$3.8 million

Other (loss) income recorded a loss of $1.7 million in 2009 which was an improvement of $14.1 million from 2008 due primarily to a reduction of impairment on investment securities. Impairment losses on investment securities of $11.0 million, which declined $12.3 million from the previous year, were related to five trust preferred securities, three corporate bonds, various common stocks, a preferred stock and two private label collateralized mortgage obligations. Impairment losses in 2008 were attributed to the bankruptcy filing of Lehman Brothers Holdings, Inc. (“Lehman”), the FDIC seizure of Washington Mutual, impairments related to two bank preferred stocks and two collateralized mortgage obligations. Net interest income of $28.6 million declined $6.1 million, or 17.5%, due to the lagged re-pricing of the deposits and borrowings during 2009 associated with longer maturities of these liabilities relative to assets and the higher level of nonperforming loans throughout 2009. The provision for loan and lease losses of $20.6 million in 2009 represented a decrease of $1.2 million from the prior year’s results. Income taxes of $474,000 in 2009 was primarily due to the sale of the BOLI and declined $2.2 million from the prior year resulting from the establishment of the valuation allowance for the deferred tax assets in 2008.

Other expense of $37.7 million in 2009 increased $5.1 million, or 15.7%, due to OREO impairment charges of $4.5 million associated with foreclosed properties, OREO expenses increasing by $3.0 million and increased FDIC and state assessments of $3.1 million due to increased rates for insured deposits. The significant increase in OREO expenses reflected the increased foreclosed properties within OREO that require periodic payments for taxes, insurance, maintenance and other expenses. Partially offsetting these expense increases were reductions in salary primarily due to a one-time contractual payment of $2.1 million in 2008 to the former President and a $1.5 million reduction in impairment losses for real estate owned via equity investment.

Non-performing loans at December 31, 2009 amounted to $73.7 million which amounted to a decline of $12.1 million from year end 2008 while OREO at December 31, 2009 amounted to $30.3 million versus $10.3 million at year end 2008. Basic and diluted losses per common share were both $2.64 for 2009 compared to basic and diluted losses per common share of $2.86 in 2008.

The Company recorded a net loss of $38.1 million in 2008, which amounted to a decrease of $38.6 million from the net income of $564,000 recorded in 2007. The decline year over year was attributed to an increase in the provision for loan and lease losses related to an increase in non-performing loans of $8.8 million, impairment losses on investment securities of $23.4 million, a non-cash charge of $15.5 million related to the establishment of a valuation allowance for the deferred tax asset for the portion of the future tax benefit that more likely than not will not be utilized in the future, and a decline in net interest income of $3.2 million associated with increased non-performing loans and the negative impact of declining rates on the variable rate segment of the loan portfolio. Partially offsetting these unfavorable charges was a decrease of $8.8 million in other expense, which was attributed to non-recurring real estate joint ventures and real estate owned via equity investment impairment losses recorded in 2007. The $15.5 million deferred tax asset valuation allowance could be reversed going forward and result in the recognition of an income tax benefit to the extent the Company generates adequate income.

For 2007, included in the operating results is a $1.0 million reduction to net income related to the following accounting errors: a $667,000 reduction in net income resulting from an accounting error related to investments in real estate joint ventures, a $417,000 reduction in net income associated with an accounting error related to the consolidation of an investment in real estate owned via an equity investment and an increase in net income of $60,000 related to an error in the accounting for deferred loan costs per ASC Subtopic 20 under ASC Topic 310.

Net Interest Income and Margin: Net interest income is the Company’s primary source of income. Its level is a function of the average balance of interest-earning assets, the average balance of interest-bearing liabilities, and the spread between the yield on assets and liabilities. In turn, these factors are influenced by the pricing and mix of the Company’s interest-earning assets and funding sources. Additionally, net interest income is affected by market and economic conditions, which influence rates on loan and deposit growth.

The Company utilizes the effective yield interest method for recognizing interest income as required by ASC Subtopic 20, “Nonrefundable Fees and Other Costs” (“ASC Subtopic 20”) under FASB ASC Topic 310, “Receivables” (“ASC Topic 310”). ASC Subtopic 20 also guides our accounting for nonrefundable fees and costs associated with lending activities such as discounts, premiums, and loan origination fees. In the case of loan restructurings, if the terms of the new loan resulting from a loan refinancing or restructuring other than a troubled debt restructuring are at least as favorable to the Company as the terms for comparable loans to other customers with similar collection risks who are not

refinancing or restructuring a loan with the Company, the refinanced loan is accounted for as a new loan. This condition is met if the new loan’s effective yield is at least equal to the effective yield for such loans. Any unamortized net fees or costs and any prepayment penalties from the original loan shall be recognized in interest income when the new loan is granted.

Net interest income was $28.6 million in 2009 as compared to $34.7 million in 2008. The decrease in net interest income in 2009 of $6.1 million, or 17.5%, was primarily due to the increased level of non-performing loans, lower yields on performing loans and investments, and an increased level of interest bearing deposits related to increased liquidity, which were partially offset by lower rates paid on brokered and retail certificates of deposit. (See the “Average Balance” table included in this discussion.) Net interest income was $34.7 million in 2008 as compared to $37.9 million in 2007.

For the full year December 31, 2009, total interest income amounted to $66.0 million versus $72.8 million for full year 2008 resulting in a decline of $6.7 million, or 9.2%. The decrease was attributable to a lower yield on average interest earning assets year over year, which was partially offset by a higher level of interest earning assets. Average interest earning assets for 2009 of $1.2 billion increased $94.0 million, or 8.5%, above the level of 2008. Average cash and cash equivalents increased $27.0 million, or doubled, average investment securities increased $28.2 million, or 7.1%, and average total loans increased $38.8 million, or 5.7%. The increased levels of interest bearing deposits and investment securities, which were entirely comprised of government agencies, were mainly due to increased retail deposits and the desire to maintain higher liquidity levels during this weak housing market and economy. The growth in average total loans during 2009 resulted from new business relationships, new advances under existing lines of credit and a lower level of loan payoffs resulting from the weak economy.

The decline in the yield on average interest earning assets also contributed to the decline in interest income year over year (5.53% in 2009 versus 6.61% in 2008). This 108 basis point decline was comprised of a decline of 176 basis points on interest bearing deposits, a decline of 90 basis points on investment securities and a 98 basis point decline in total loans. The decline in the yield on interest bearing deposits year over year was attributed to a continued decline in short term market interest rates throughout most of 2008 that significantly impacted the average yield in 2009. The decline of the yield on investment securities was mainly related to the growth of investment securities and the replacement of sold and called investment securities with lower yielding and lower risk-weighted, government agency securities that resulted in reduced credit risk within the investment portfolio but higher interest rate risk when interest rates rise. The interest income associated with investment securities declined $2.3 million, or 10.1%, as a result of the significantly increased concentration of lower yielding, government agency securities despite the $28.2 million, or 7.1%, increase in average balances. The yield reduction on average total loans resulted from lower market interest rates, which mainly impacted new loans and the continued increase in non-performing loans. Interest income on loans declined by $4.1 million, or 8.2%, which was attributed to lost interest on the increased level of average non-accrual loans, and the impact of lower yielding new loans. At year end 2009, the variable rate portfolio represented approximately 56% of total loans; however the Company was able to mitigate a portion of this negative impact through the utilization of rate floors in many of the commercial loan agreements that exceeded the current prime rate.

At December 31, 2009, non-performing loans to total loans amounted to 10.7% of total loans, whereas the same ratio at December 31, 2008, amounted 12.2%. The total interest income lost as a result of non-performing loans during 2009 amounted to $6.2 million, which amounted to an increase of $1.1 million, or 20.3%, from 2008.

Interest income for 2008 amounted to $72.8 million, which resulted in a decline of $14.0 million, or 16.1%, from the level of $86.7 million in 2007. The change year over year was attributed to an increase in the level of non-performing loans during 2008 and the negative impact on interest income of the decline of interest rates through the fourth quarter of 2007 and throughout 2008, which contributed to a decrease in loan yields of 151 basis points. This decline was partially offset by an increase in the yield on investment securities year over year of 43 basis points due to the reduction in government agency securities during the first half of 2008, which generally have a lower yield relative to the remainder of the investment portfolio.

Interest expense of $37.4 million for the full year 2009 decreased $670,000, or 1.8%, from the level of $38.1 million in 2008. This change resulted from an increase in average interest-bearing liabilities, which was more than offset by a reduction in the interest rates paid on those liabilities. Average interest-bearing liabilities in 2009 amounted to $1.1 billion, which represented an increase of $127.7 million, or 13.1%, from the prior year’s average of $974.8 million.

The majority of the change was attributed to an increase in average interest-bearing deposits of $128.0 million, or 19.2%. This increase was primarily related to new retail certificates of deposit coupled with a very high retention rate of maturing retail certificates of deposit. The new retail certificates of deposit were attributable to a very successful campaign to attract deposits in advance of the disclosure of the Orders to maintain and assure adequate liquidity and to provide the Company with the ability to reduce its concentration of brokered deposits as required under the Orders.

Rates paid on all major liability categories declined year over year with the exception of savings accounts due to the general decline in market rates during 2008, which were attributed to the Federal Reserve’s lowering of the prime rate by 400 basis points. The most significant declines were as follows: certificates of deposits declined by 71 basis points, money market accounts declined by 110 basis points, now accounts declined by 81 basis points, and subordinated debt declined by 116 basis points.

Interest expense of $38.1 million for the year ended December 31, 2008 decreased $10.8 million, or 22%, from the level of 2007 due to an decrease in the average interest-bearing liabilities as well as a decrease in the average rates paid on interest bearing liabilities relative to the previous year. Average interest-bearing liabilities in 2008 declined $81.3 million, or 8%, from the prior year’s average, which was primarily associated with a decline in average interest-bearing deposits which were partially offset by an increase in average borrowings. The net reduction in interest-bearing liabilities reflected a decline in funding needs elated to a corresponding reduction in investment securities.

The net interest margin amounted to 2.39% during the full year 2009 which amounted to a reduction of 76 basis points from the prior year’s level. The decline of 108 basis points in interest-earning assets was primarily due to lower yields on all major interest-earning asset categories due to lower market rates in 2008 and 2009 coupled with a higher level of average non-performing loans in 2009. This was partially offset by average lower rates paid on interest-bearing liabilities of 51 basis points. The reduction of rates paid on interest-bearing liabilities have lagged the decline in interest-earning assets due to the immediate interest rate reduction on prime based loans in 2008 and the shift to lower yielding, cash-flowing government agency investment securities within interest-earning assets while without a corresponding re-pricing of a significant portion of interest bearing liabilities. Many of the higher rate retail certificates of deposit did not mature until the second half of 2009, a significant portion of higher rate brokered deposits and FHLB advances do not mature until 2010. In addition, the Company added slightly higher cost certificates of deposits through a successful retail campaign, mostly within the second quarter of 2009, to maintain liquidity in this current economic environment and in light of the requirement of the Orders to reduce reliance on brokered certificates of deposit.

During 2008 the net interest margin of 3.15% amounted to a modest increase of 4 basis points above the level of 3.11% for 2007. The negative impact of falling interest rates on the variable rate segment of the loan portfolio and the added impact of the increased level of non-performing loans added to the already existing net interest margin compression. However management was able to mitigate this negative effect by shifting the mix of earning assets through redeploying part of the matured and called investment securities into higher yielding loans and not replacing the remainder thereby reducing the overall size of the balance sheet. The shifting of liabilities more towards cost-effective FHLB advances and PNC borrowings and away from maturing higher cost certificates of deposit also contributed to the modest increase in net interest margin. In addition, immediate savings were realized for interest bearing deposits other than time deposits as market interest rates declined during 2008.

The following table represents the average daily balances of assets, liabilities and shareholders’ equity and the respective interest earned and paid on interest bearing assets and interest bearing liabilities, as well as average rates for the periods indicated:

		For the years ended December 31,
		2009												2008												2007
		Average								Yield /				Average								Yield /				Average								Yield /
(Dollars in thousands)		Balance				Interest				Rate				Balance				Interest				Rate				Balance				Interest				Rate
Assets
Interest bearing deposits		$	51,578			$	164				0.32	%		$	23,788			$	495				2.08	%		$	35,158			$	1,896				5.39	%
Federal funds			553				1				0.18	%			1,323				24				1.81	%			2,900				147				5.07	%
Investment securities
Held to maturity			—				—				0.00	%			56,658				3,241				5.72	%			205,686				10,032				4.88	%
Available for sale			426,829				20,121				4.71	%			341,982				19,141				5.60	%			338,620				18,143				5.36	%
Total investment securities			426,829				20,121				4.71	%			398,640				22,382				5.61	%			544,306				28,175				5.18	%
Loans & Leases
Commercial demand loans			384,831				18,439				4.79	%			395,109				25,270				6.40	%			376,002				31,874				8.48	%
Real estate secured			294,414				24,285				8.25	%			256,124				22,153				8.65	%			238,929				22,187				9.29	%
Other loans and leases			36,276				3,032				8.36	%			25,528				2,440				9.56	%			21,681				2,457				11.33	%
Total loans			715,521				45,756				6.39	%			676,761				49,863				7.37	%			636,612				56,518				8.88	%
Total interest earnings assets			1,194,481				66,042				5.53	%			1,100,512				72,764				6.61	%			1,218,976				86,736				7.12	%
Non interest earnings assets
Cash & due from banks			11,752												7,552												12,369
Other assets			115,173												106,447												97,649
Allowance for loan loss			(25,061	)											(23,301	)											(12,405	)
Unearned discount			(1,219	)											(1,692	)											(2,228	)
Total non-interest earning assets			100,645												89,006												95,385
Total assets		$	1,295,126											$	1,189,518											$	1,314,361
Liabilities & Shareholders’ Equity
Deposits
Savings		$	14,802			$	83				0.56	%		$	15,125			$	76				0.50	%		$	16,461			$	85				0.52	%
Now			46,046				478				1.04	%			48,414				894				1.85	%			52,975				1,185				2.24	%
Money market			153,146				2,797				1.83	%			168,972				4,947				2.93	%			199,921				8,486				4.24	%
Time deposits			581,202				21,984				3.78	%			434,662				19,497				4.49	%			531,965				27,384				5.15	%
Total interest bearing deposits			795,196				25,342				3.19	%			667,173				25,414				3.81	%			801,322				37,140				4.63	%
Federal funds			—				—				0.00	%			—				—				0.00	%			—				—				0.00	%
Borrowings			271,000				10,717				3.95	%			266,284				11,008				4.13	%			205,823				9,374				4.55	%
Obligation through VIE equity investments			10,451				243				2.33	%			15,539				251				1.62	%			23,160				623				2.69	%
Subordinated debt			25,774				1,136				4.41	%			25,774				1,436				5.57	%			25,774				1,736				6.74	%
Total interest bearing liabilities			1,102,421				37,438				3.40	%			974,770				38,109				3.91	%			1,056,079				48,873				4.63	%
Non interest bearing deposits			62,546												57,211												68,562
Other liabilities			22,648												26,382												31,025
Total liabilities			1,187,615												1,058,363												1,155,666
Shareholders’ equity			107,511												131,155												158,695
Total liabilities and shareholders’ equity		$	1,295,126											$	1,189,518											$	1,314,361
Net interest income						$	28,604											$	34,655											$	37,863
Net interest margin											2.39	%											3.15	%											3.11	%

The following table sets forth a rate/volume analysis, which segregates in detail the major factors contributing to the change in net interest income exclusive of interest on obligation through VIE, for the years ended December 31, 2009 and 2008, as compared to respective previous periods, into amounts attributable to both rate and volume variances.

		2009 versus 2008												2008 versus 2007
		Changes due to:												Changes due to:
(In thousands)		Volume				Rate				Total				Volume				Rate				Total
Interest income
Short term earning assets
Interest bearing deposits in banks		$	88			$	(419	)		$	(331	)		$	(237	)		$	(1,164	)		$	(1,401	)
Federal funds sold			(1	)			(22	)			(23	)			(28	)			(95	)			(123	)
Total short term earning assets			87				(441	)			(354	)			(265	)			(1,259	)			(1,524	)
Investments securities
Held to maturity			(3,241	)			—				(3,241	)			(8,583	)			1,790				(6,793	)
Available for sale			4,023				(3,043	)			980				255				745				1,000
Total Investments securities			782				(3,043	)			(2,261	)			(8,328	)			2,535				(5,793	)
Loans
Commercial demand loans			(551	)			(4,339	)			(4,890	)			1,329				(6,984	)			(5,655	)
Commercial mortgages			1,250				(1,223	)			27				634				(2,161	)			(1,527	)
Residential and home equity loans			(77	)			(127	)			(204	)			(267	)			(147	)			(414	)
Lease receivables			987				(366	)			621				459				(380	)			79
Real estate tax liens			2,945				(637	)			2,308				1,900				7				1,907
Other loans			(15	)			(14	)			(29	)			(26	)			(70	)			(96	)
Loan fees			(1,939	)			—				(1,939	)			(949	)			—				(949	)
Total loans			2,600				(6,706	)			(4,106	)			3,080				(9,735	)			(6,655	)
Total increase (decrease) in interest income		$	3,469			$	(10,190	)		$	(6,721	)		$	(5,513	)		$	(8,459	)		$	(13,972	)
Interest expense
Deposits
NOW and money market		$	(456	)		$	(2,109	)		$	(2,565	)		$	(1,227	)		$	(2,603	)		$	(3,830	)
Savings			(2	)			9				7				(7	)			(2	)			(9	)
Time deposits			5,871				(3,385	)			2,486				(4,633	)			(3,254	)			(7,887	)
Total deposits			5,413				(5,485	)			(72	)			(5,867	)			(5,859	)			(11,726	)
Borrowings
Borrowings			192				(482	)			(290	)			2,558				(928	)			1,630
Trust preferred			—				(300	)			(300	)			—				(296	)			(296	)
Total Borrowings			192				(782	)			(590	)			2,558				(1,224	)			1,334
Total increase (decrease) in interest expense			5,605				(6,267	)			(662	)			(3,309	)			(7,083	)			(10,392	)
Total increase (decrease) in net interest income		$	(2,136	)		$	(3,923	)		$	(6,059	)		$	(2,204	)		$	(1,376	)		$	(3,580	)

Provision for Possible Loan and Lease Losses

The provision for loan and lease losses was $20.6 million in 2009 compared to $21.8 million in 2008. The provision was comprised of $11.0 million in specific reserves for individual loans that became impaired during 2009. The Company recorded $19.2 million in net charge-offs. The remaining 2009 provision was based on the formula allowance reflecting historical losses, as adjusted by loan category and additional provision related to new loans as well as other qualitative and quantitative factors.

The Company recorded a $21.8 million provision for loan and lease losses in 2008. The Company recognized $12.2 million in net charge-offs in 2008. The 2008 provision included $12.9 million in specific reserves for impaired loans and was impacted by the growth in non-accrual loans and the historical losses with the remaining provision The remaining provision was based on the formula allowance reflecting historical losses, as adjusted by loan category and additional provision related to new loans.

The Company recorded a $13.0 million provision for loan and lease losses in 2007. The provision included $7.8 million in specific provision based on the Company’s calculation of allowance for individual impaired loans during 2007. The

remaining 2007 provision of $5.2 million was the formula allowance reflecting historical losses, as adjusted by loan category.

Total Other (Loss) Income

Other (loss) income includes service charges on depositors’ accounts, safe deposit rentals and various services such as cashing checks, issuing money orders and traveler’s checks, and similar activities. In addition, other forms of non-interest income are derived from changes in the cash value of bank owned life insurance (“BOLI”), and income relating to real estate owned via equity investment. Most components of other income are a modest and stable source of income, with exceptions of one-time gains and losses from the sale of investment securities, other real estate owned, and real estate owned via equity investments. From period to period these sources of income may vary considerably. Service charges on depositors’ accounts, safe deposit rentals and other fees are periodically reviewed by management to remain competitive with other local banks.

Total other (loss) income amounted to a loss of $1.7 million in the current year which amounted to an improvement of $14.1 million from the loss of $15.8 million in 2008. The change was mainly associated with higher service charges and fees of $233,000, increased income of $337,000 related to real estate owned via equity investment, increased gains of $724,000 on the sale of loans and leases, net gains of $1.9 million on the sales of investment securities versus a loss of $1.3 million in 2008, increased other income of $430,000 and a reduction in net impairment losses on AFS investment securities amounting to $12.3 million. Offsetting these favorable changes was a reduction of gains on the sale of premises ($2.0 million in 2008 versus none in 2009), a decline of $134,000 in BOLI income and gains on the sales related to real estate joint ventures ($1.1 million in 2008 versus none in 2009). The increase in gains on the sale of loans was mainly attributed to SBA loan sales within Royal Asian during the past year. Net impairment losses on AFS investment securities amounted to $11.0 million in 2009, which included five trust preferred securities totaling $3.0 million, various common stocks amounting to $4.3 million, three corporate bonds amounting to $1.4 million, a preferred stock of $1.1 million, two real estate funds totaling $769,000 and two private label CMOs in the amount of $459,000. Refer to “Note 3 — Investment Securities” to the consolidated financial statements for more information on the impairment charges. The decline in BOLI income was due to the sale of approximately $23 million of BOLI insurance in the second half of 2009 to reduce the level of risk-weighted assets on the balance sheet to enhance the risk-based capital ratio of Royal Bank.

Total other (loss) income decreased $28.7 million from income of $12.9 million in 2007 to a loss of $15.8 million in 2008. This decrease was mainly attributed to impairment losses on AFS securities of $23.4 million during 2008, a decrease in gains from the sale of AFS securities of $6.7 million ($1.3 million loss in 2008 compared to a $5.4 million gain in 2007) and a decrease in gains from the sale of other real estate owned of $682,000. These decreases were partially offset by a $2.0 million increase in gains from the sale of premises and a $742,000 increase from gains on sales related to real estate joint ventures. The impairment losses on AFS investment securities amounted to $18.4 millions and were comprised of corporate bonds of Lehman and Washington Mutual, two collateralized mortgage obligations (“CMO”) and preferred stock investments in two financial institutions that were deemed by management to be “other than temporarily impaired” and were written down to zero value. In addition, the Company recorded a $5 million impairment charge on the entire carrying value of a CMO that was pledged as collateral for a swap with Lehman Brothers Special Financing, Inc. (“LBSF”) due to uncertainty surrounding the recovery of the collateral. As a consequence of the bankruptcy filing of Lehman an affiliate of LBSF, the Company sued LBSF to recover possession of its collateral.

Total Other Expense

Total other expense of $37.7 million increased $5.2 million, or 15.7%, in 2009 above the prior year’s results. While management was able to reduce selected expense categories throughout 2009, expense increases primarily associated with FDIC insurance rate increase, OREO costs related to foreclosed properties and legal expense increases associated with non-performing loans more than offset management’s expense reduction initiatives. Employee salaries and benefits of $12.2 million during 2009 declined $2.8 million from the level of 2008 due to a modest reduction in headcount and the temporary elimination of selected benefits within 2009 and the contractual payout to the former Company president in 2008 of $2.1 million. Professional and legal fees of $4.4 million in the current year increased $584,000, or 15.4%, above the previous year due mainly to increased legal fees associated with non-performing loans and an internal investigation related to the U.S Department of Justice investigation described in “Item 3-Legal

Proceedings” of this Report which was partially offset by a decline in professional fees related to reduced consulting and recruiting expense. Occupancy and equipment amounted to $3.4 million, which represented an increase of $521,000, or 18.2%, due primarily to increased rental rates for some of the leased facilities and additional space that was leased for the lending and credit departments at the end of 2008. Impairment of real estate owned via equity investment, which was related to a real estate partnership project to convert apartments into condominiums, amounted to $1.5 million in 2008 due to lower projected operating cash flows. This project experienced significant improvement during the second half of the current year due to increased sales and related cash flows and resulted in no further impairment in 2009. FDIC and state assessments expense of $3.8 million in 2009 increased $3.1 million from the prior year almost entirely due to higher FDIC insurance rates during the past year. Both Royal Bank and Royal Asian Bank were charged higher rates in 2009 consistent with other FDIC insured financial institutions to increase insurance funds, based upon the individual risk profile of each Bank, due to recent and expected future failures of financial institutions.

The OREO impairment charges of $4.5 million reflected a reduction in value of five OREO properties based upon updated appraisals during 2009 while there was no corresponding expense in 2008. OREO and loan collection expense of $3.2 million in 2009 amounted to an increase of $3.0 million year over year and was mainly due to tax payments, insurance, maintenance costs, utilities and other related expenses. During 2009 the level of OREO properties increased by $20.0 million to $30.3 million at year end 2009, which resulted in a significant increase in ongoing costs to maintain the OREO properties. Other operating expense of $3.0 million in 2009 declined $1.8 million, or 37.1%, from the previous year. This expense category is comprised of data processing, postage, telephone, travel and entertainment, advertising, printing and supplies, dues and subscriptions and other miscellaneous expense. The reduction was primarily due to gains associated with the real estate partnership investment of $1.2 million associated with the sales of the converted condominium partnership project previously noted above whereas in 2008 a loss of $254,000 was posted due to much slower sales activity. The Company’s portion of the net gains from the partnership investment is recorded as a reduction to expenses while losses are posted as a charge to expense.

Other expense amounted to $32.5 million in 2008, which represented a decrease of $7.5 million, or 19%, from the level of the previous year. Significant decreases in both impairment of real estate owned via equity investment ($1.5 million in 2008 versus $8.5 million in 2007) due to improved, but continued lower projected operating cash flows and impairment of real estate joint ventures (no impairment in 2008 versus $5.9 million in 2007) for a 55 unit condominium building accounted for a majority of the improvement in expenses year over year. These reductions were partially offset by expense increases associated with salaries and employee benefits mainly related to the contract payout of the former Company president and higher medical benefits expense, professional and legal fees related to non-performing loans and recruiting expense, and other operating expense increases.

Accounting for Income Tax Expense (Benefit)

In 2009, the Company recorded tax expense of $474,000 compared to $2.6 million in 2008. Although the Company recorded a $35.4 million net loss for 2008, the tax expense was the result of the Company establishing a $15.5 million valuation allowance for the deferred tax asset. The Company recorded a $1.6 million tax benefit in 2007. The 2007 tax benefit was the result of the Company recording a $1.0 million loss before income taxes during 2007 and the tax benefit associated with the organization of the Royal Captive Insurance Company during 2007.

As of December 31, 2009 and December 31, 2008, management concluded that it was more likely than not that the Company would not generate sufficient future taxable income to realize all of the deferred tax assets. Management’s conclusion was based on consideration of the relative weight of the available evidence and the uncertainty of future market conditions on results of operations. As a result, the Company recorded a non-cash charge of $15.5 million in the consolidated statements of operations in the three month period ended December 31, 2008 related to the establishment of a valuation allowance for the deferred tax asset for the portion of the future tax benefit that more likely than not will not be utilized in the future. During 2009, the Company established an additional valuation allowance of $10.2 million, which was a result of the net operating loss for the year and the portion of the future tax benefit that more likely than not will not be utilized in the future. The additional valuation allowance did not impact the net loss as no tax benefit was recorded during 2009. As of December 31, 2009 the valuation allowance for deferred tax assets totaled $25.7 million, which excludes the $97,000 valuation allowance related to equity

securities. The deferred tax asset of $414,000 relates to projected reversals of temporary differences in 2010 that are projected to be carried back to a prior year.

Our effective tax rate is the provision (benefit) for federal income taxes, excluding the tax effect of extraordinary items, expressed as a percentage of income or loss before federal income taxes. The effective tax rate for the twelve months ended December 31, 2009 and 2008 was 1.5% and 7.5%, respectively. In general our effective tax rate is different from the federal statutory rate of 35% primarily due to the benefits related to certain insurance that is non-taxable, equity investments that provide tax credits, and the establishment of a valuation allowance which was $25.7 million as of December 31, 2009.

Results of Operations by Business Segments

Under FASB ASC Topic 280, “Segment Reporting” (“ASC Topic 280”), management of the Company has identified three reportable operating segments, “Community Banking”, “Tax Liens” and “Equity Investments”; and two operating segments that do not meet the quantitative thresholds for requiring disclosure, but have different characteristics than the Community Banking, Tax Liens and Equity Investments segments, and from each other, “RBA Leasing” and “RBA Capital” (“Other” in the segment table in “Note 20 – Segment Information” of the Notes to Consolidated Financial Statements in Item 8 of this Report.)

	•		Community Bank segment: At December 31, 2009, the Community Bank segment had total assets of $1.1 billion, an increase of $100.5 million or 10% from $1.0 billion at December 31, 2008. Total deposits grew $121.7 million or 16% from $760.1 million at December 31, 2008 to $881.8 million at December 31, 2009. Net interest income for 2009 was $19.1 million compared to $27.4 million for 2008 representing an $8.3 million, or 30%, decline. The reduction in net interest income was related to the increased level of non-performing loans, lower yields on performing loans and investments and an increased level of interest bearing deposits related to increased liquidity, which were partially offset by lower rates paid on brokered and retail certificates of deposit. The loan loss provision was $18.7 million for 2009 compared to $17.4 million for 2008. For 2009, total other loss was $4.8 million compared to $19.1 million for 2008. This loss is mostly attributed to $4.8 million in impairment charges recorded on the available-for-sale investment portfolio for 2009 compared to $23.4 million for 2008. In 2009 total other expense was $32.9 million, an increase of $7.5 million, or 30%, from $25.4 million in 2008. The increase is mostly associated with FDIC insurance rate increase, OREO costs related to foreclosed properties and legal expense. The net loss for 2009 was $35.9 million compared to a net loss of $37.6 million for 2008.
	•		Tax Lien segment: At December 31, 2009, the Tax Lien segment had total assets of $105.0 million compared to $85.0 million at December 31, 2008 representing an increase of $20.1 million, or 24%. Net interest income increased $1.2 million, or 24%, from $4.8 million in 2008 to $6.0 million in 2009. The provision for losses declined from $2.6 million in 2008 to $624,000 in 2009. The 2008 provision was related to a specific reserve for a non-accrual loan with a tax lien portfolio located in Alabama. Total other income was $313,000 in 2009 compared to $560,000 in 2008. Total other income is derived mostly from the gains on sale of OREO property. Total other expense increased $214,000, or 8%, from $2.7 million for 2008 to $2.9 million for 2009. The increase in other total expense was related to legal fees. Net income was $1.0 million in 2009 compared to $85,000 for 2008.
	•		Equity Investment segment: At December 31, 2009 the Equity Investment segment had total assets of $8.7 million compared to $17.4 million at December 31, 2008 representing a decline of $8.7 million, or 50%. The decline was primarily related to a significant number of condominium sales in 2009. Net income for 2009 was $179,000 compared to net loss of $351,000 for 2008.

Accounting for Debt and Equity Securities

The Company accounts for investment securities in accordance with FASB ASC Topic 320, “Investments-Debt & Equity Securities” (“ASC Topic 320”). ASC Topic 320 requires investments in securities to be classified in one of three categories; held to maturity, trading or available for sale. Debt securities that the Company has the intent and ability to hold to maturity are classified as held to maturity and are reported at amortized cost. All of the Company’s debt and equity securities are classified as available for sale. Net unrealized gains and losses for such securities, net of tax effect, are required to be recognized as a separate component of shareholders’ equity and excluded from the determination of net income.

Financial Condition

Total assets increased $117.1 million, or 10.0%, to $1.3 billion at December 31, 2009 from $1.2 billion at year-end 2008.

Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand, and cash in interest bearing and non-interest bearing accounts in banks, in addition to federal funds sold. Cash and cash equivalents increased $44.0 million from $14.3 million at December 31, 2008 to $58.3 million at December 31, 2009. The average balance of cash and cash equivalents was approximately $63.9 million for 2009 versus $32.7 million for 2008. The increase during 2009 was primarily related to maintaining strong liquidity during this current economic environment, which resulted in excess cash relative to historical operating requirements for the Company. The majority of this average balance was held in interest-bearing accounts with other financial institutions which were paying a higher interest rate than federal funds. The excess cash is invested daily in overnight and federal funds. The average balance of these funds that earn interest was $51.6 million in 2009.

Investment Securities Available for Sale (“AFS”): AFS investment securities represented 36% of average interest earning assets during 2009 and consisted of government secured agency bonds, government secured mortgaged-backed securities, collateralized mortgage obligations (“CMOs”), collateralized debt obligations (“CDOs”), capital trust security issues of regional banks, domestic corporate debt and third party managed equity funds. At December 31, 2009, AFS investment securities were $438.7 million as compared to $350.3 million at December 31, 2008, an increase of $88.4 million. This increase was primarily associated with the increased level of interest bearing deposits during 2009 without a corresponding increase in loans due to the weak economy. As a result, a significant portion of the interest bearing deposits was invested entirely in government agency investment securities. The increase in government agencies was partially offset by a reduction in third party managed equity funds and corporate debt due to sales and impairment associated with these investment securities.

Loans: The Company’s primary earning assets are loans, representing approximately 60% of average earning assets during 2009. The loan portfolio consists primarily of business demand loans and commercial mortgages secured by real estate, real estate tax liens, lease receivables, and to a significantly lesser extent, residential loans comprised of one to four family residential and home equity loans. During 2009, total loans decreased $13.8 million to $686.9 million at December 31, 2009 from $700.7 million at December 31, 2008. The decline was primarily due to transfers to OREO of approximately $29.2 million in non-performing construction and land development, non-residential, and residential real estate loans, loan charge-offs of $19.8 million, which were offset by net loan growth of $35.2 million.

Non-residential real estate, construction loans and land development make up a significant portion of our loan portfolio and represented 61% of total loans at December 31, 2009, which amounted to a decline from 71% of total loans at December 31, 2008. Management believes our current loan loss reserve is adequate to cover losses arising from these loan categories as well as all others within the portfolio. We continue to monitor these loans, with emphasis on construction, land development and non-residential real estate loans, due to the continuing deterioration in market conditions to evaluate the impact these loans will have on our loan loss reserve.

Allowance for loan and lease losses: The Company’s loan and lease portfolio (the “credit portfolio”) is subject to varying degrees of credit risk. The Company maintains an allowance for loan and lease losses (the “allowance”) to absorb possible losses in the loan and lease portfolio. The allowance is based on the review and evaluation of the loan and lease portfolio, along with ongoing, quarterly assessments of the probable losses inherent in that portfolio. The allowance represents an estimation made pursuant to FASB ASC Topic 450, “Contingencies” (“ASC Topic

450”) or FASB ASC Topic 310, “Receivables” (“ASC Topic 310”). The adequacy of the allowance is determined through evaluation of the credit portfolio, and involves consideration of a number of factors, as outlined below, to establish a prudent level. Determination of the allowance is inherently subjective and requires significant estimates, including estimated losses on pools of homogeneous loans and leases based on historical loss experience and consideration of current economic trends, which may be susceptible to significant change. Loans and leases deemed uncollectible are charged against the allowance, while recoveries are credited to the allowance. Management adjusts the level of the allowance through the provision for loan and lease losses, which is recorded as a current period expense. The Company’s systematic methodology for assessing the appropriateness of the allowance includes: (1) the formula allowance reflecting historical losses, as adjusted, by loan category, and (2) the specific allowance for risk-rated credits on an individual or portfolio basis.

The Company uses three major components in determining the appropriate value of the loan and lease loss allowance: standards required under ASC Topic 310, an historical loss factor, and an environmental factor. Utilizing standards required under ASC Topic 310, loans are evaluated for impairment on an individual basis considering current collateral values (current appraisals or rent rolls for income producing properties), all known relevant factors that may affect loan collectability, and risks inherent in different kinds of lending (such as source of repayment, quality of borrower and concentration of credit quality). Once a loan is determined to be impaired (or is classified) such loans will be deducted from the portfolio and the net remaining balance will be used in the historical and environmental analysis.

The formula allowance, which is based upon historical loss factors, as adjusted, establishes allowances for the major loan and lease categories based upon a five year rolling average of the historical loss experienced. The factors used to adjust the historical loss experience address various risk characteristics of the Company’s loan and lease portfolio including: (1) trends in delinquencies and other non-performing loans, (2) changes in the risk profile related to large loans in the portfolio, (3) changes in the growth trends of categories of loans comprising the loan and lease portfolio, (4) concentrations of loans and leases to specific industry segments, and (5) changes in economic conditions on both a local and national level.

Management recognizes the higher credit risk associated with commercial and construction loans. As a result of the higher credit risk related to commercial and construction loans, the Company computes its formula allowance (which is based upon historical loss factors, as adjusted) using higher quantitative risk weighting factors than used for its consumer related loans. As an example, the Company applies an internal quantitative risk-weighting factor for construction loans which is approximately three times higher than the quantitative risk-weighting factor used for multi-family real estate loans. These higher economic risk factors for commercial and construction loans are used to compensate for the higher volatility of commercial and construction loans to changes in the economy and various real estate markets.

A loan is considered impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. Analysis resulting in specific allowances, including those on loans identified for evaluation of impairment, includes consideration of the borrower’s overall financial condition, resources and payment record, support available from financial guarantors and the sufficiency of collateral. For such loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan. These factors are combined to estimate the probability and severity of inherent losses. Then a specific allowance is established based on the Company’s calculation of the potential loss in individual loans. Additional allowances may also be established in special circumstances involving a particular group of credits or portfolio when management becomes aware that losses incurred may exceed those determined by application of the risk factors.

Analysis of the Allowance for Loan and Lease Losses:

		For the years ended December 31,
(In thousands)		2009				2008				2007				2006				2005
Total Loans		$	686,864			$	700,722			$	644,475			$	602,958			$	549,636
Daily average loan balance		$	715,521			$	676,761			$	636,612			$	618,591			$	510,349
Allowance for loan and lease losses:
Balance at the beginning of the year		$	28,908			$	19,282			$	11,455			$	10,276			$	12,519
Charge-offs by loan type:
Real Estate – residential			1,361				37				195				631				142
Real Estate — residential-mezzanine			—				2,220				—				—				—
Construction and land development			6,231				3,852				2,408				—				—
Construction and land develop-mezzanine			2,756				1,540				1,579				—				—
Real Estate – non-residential			7,404				1,330				294				5				2,162
Real Estate – non-residential-mezzanine			1,132				1,675				—				—				—
Leases			676				642				286				11				—
Commercial and industrial			258				1,009				704				—				28
Tax certificates			—				22				—				25				1
Other			—				—				—				73				2
Total charge-offs			19,818				12,327				5,466				745				2,335
Recoveries by loan type:
Construction and land development			—				—				34				—				—
Real Estate – residential			190				6				28				100				68
Real Estate – non-residential			431				—				4				14				7
Commercial and industrial			15				106				201				2				12
Other			—				—				—				5				4
Total recoveries			636				112				267				121				91
Net loan (charge-offs) recoveries			(19,182	)			(12,215	)			(5,199	)			(624	)			(2,244	)
Provision for loan and lease losses			20,605				21,841				13,026				1,803				1
Balance at end of year		$	30,331			$	28,908			$	19,282			$	11,455			$	10,276
Net (charge-offs) recoveries to average loans			(2.68	%)			(1.80	%)			(0.82	%)			(0.10	%)			(0.44	%)
Allowance to total loans at year-end			4.42	%			4.13	%			2.99	%			1.90	%			1.87	%