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REGULATORY MATTERS and SIGNIFICANT RISKS and UNCERTAINTIES
12 Months Ended
Dec. 31, 2013
REGULATORY MATTERS and SIGNIFICANT RISKS and UNCERTAINTIES [Abstract]  
REGULATORY MATTERS and SIGNIFICANT RISKS and UNCERTAINTIES
NOTE 2 – REGULATORY MATTERS and SIGNIFICANT RISKS and UNCERTAINTIES

FDIC and Department of Banking Memorandum of Understanding

During the fourth quarter of 2011, Royal Bank entered into an informal agreement, known as a memorandum of understanding (“MOU”) with each of the FDIC and the Pennsylvania Department of Banking (the “Department”). Included in the MOU is the requirement of maintaining a ratio of Tier 1 capital to total assets (“leverage ratio”) equal to or greater than 8% and a total risk-based capital ratio equal to or greater than 12%. At December 31, 2013, based on capital levels calculated under RAP, Royal Bank’s leverage and total risk-based capital ratios were 9.13% and 15.61%, respectively.  Please refer to “Note 15 – Regulatory Capital Requirements” to the Consolidated Financial Statements.

Federal Reserve Memorandum of Understanding

As previously disclosed, in March 2010, the Company agreed to enter into a written agreement (the “Federal Reserve Agreement”) with the Federal Reserve Bank of Philadelphia (the “Federal Reserve Bank”).  In July 2013, the Board of Governors of the Federal Reserve System terminated the enforcement action under Federal Reserve Agreement, and it was replaced with an informal non-public agreement, an MOU, with the Federal Reserve Bank, effective July 17, 2013.  Included in the MOU are certain continued reporting requirements and a requirement that the Company receive the prior approval of the Federal Reserve Bank prior to declaring or paying any dividends on the Company’s common stock, making interest payments related to the Company’s outstanding trust preferred securities or subordinate securities, incurring or guaranteeing certain debt with an original maturity date greater than one year, and purchasing or redeeming any shares of stock.  The MOU will remain in effect until stayed, modified, terminated or suspended in writing by the Federal Reserve Bank.

Our success as a Company 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 two MOUs 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 MOUs. Additionally, the Company’s ability to raise capital in the current economic environment could be potentially limited or impacted as a result of the MOUs. Attracting new management talent is critical to the success of our business and could be potentially effected due to the existence of the MOUs.

2013 Net Income

For the five years prior to 2013, the Company had recorded significant losses totaling $118.2 million which were primarily related to charge-offs on the loan and lease portfolio, impairment charges on investment securities, impairment charges on OREO, credit related expenses and the establishment of a deferred tax valuation allowance.  In addition to reducing the total shareholders’ equity, the accumulated deficit impacts the Company’s ability to pay cash dividends to its shareholders now and in future years.  For 2013, the Company recorded net income of $2.1 million compared to a net loss of $15.6 million in 2012. Declines in credit related expenses, provision for loan and lease losses, OTTI on investment securities, salaries and benefits and professional and legal fees of $7.4 million, $6.9 million, $2.4 million, $1.3 million and $1.2 million, respectively, positively impacted 2013 results.  Included in net income for 2013 were $2.5 million in gains on the sale of company owned real estate and an increase of $1.1 million in net gains on the sale of OREO properties.  Partially offsetting these positive items was a $1.9 million decrease in net interest income, a $1.4 million decrease in gains on sales of loans and leases, and an $872,000 decline in gains on sale of investment securities. The Company’s deferred tax valuation allowance amounted to $37.2 million at the end of 2013.  The deferred tax valuation allowance is a result of management’s conclusion 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.
 
Credit Quality

The financial services and real estate industries were hit particularly hard during the “Great Recession” and as a result the Company’s loan and investment portfolios were directly affected.  The Company’s commercial real estate loans, including construction and land development loans, saw a decline in the collateral values and a reduction in the borrowers’ ability to meet the payment terms of their loans due to reduced cash flow.  Further declines in collateral values and borrowers’ liquidity with sustained unemployment at current levels may lead to additional increases in foreclosures, delinquencies and customer bankruptcies.  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.

The Company has been successful in reducing net classified loans, which includes LHFS, and OREO.  Net classified loans were $32.2 million and $51.8 million at December 31, 2013 and 2012, respectively. The Company had total non-performing loans and recorded charge-offs of $10.2 million and $3.9 million at December 31, 2013, compared to $23.0 million and $6.3 million at December 31, 2012, respectively.  OREO balances were $9.6 million and $13.4 million at December 31, 2013 and 2012, respectively.  The Company’s delinquent loans held for investment (30 to 89 days) amounted to $2.6 million and $4.6 million at December 31, 2013 and 2012, respectively.  No material advances were made on any classified or delinquent loan unless approved by the board of directors and determined to be in Royal Bank’s best interest.  The Company has restructured the investment portfolio to reduce credit risk by selling corporate debt securities and equity securities and replacing their maturities with U.S. government issued or sponsored securities. Other-than-temporary-impairment losses were $0 at December 31, 2013 compared to $2.4 million at December 31, 2012.

Liquidity and Funds Management

Royal Bank previously had limited capacity to borrow additional funds in the event it was needed for liquidity purposes.  However, Royal Bank has continued to maintain liquidity measures that are in excess of the target levels.  During the third quarter of 2013, the FHLB released Royal Bank from the over collateralized delivery requirement of 105% subject to reevaluation on a quarterly basis. Additionally during the fourth quarter of 2013 the FHLB released Royal Bank from loan-level listing status.  As of December 31, 2013, Royal Bank had approximately $190.0 million of available borrowing capacity at the FHLB as a result of the two collateral restrictions being removed.  Royal Bank also has availability to borrow from the Federal Reserve Discount Window, which was approximately $7.2 million at December 31, 2013, and was based on collateral pledged.  Borrowings were $107.9 million and $108.3 million at December 31, 2013 and 2012, respectively.

At December 31, 2013, the liquidity to deposits ratio was 72.2% compared to Royal Bank’s 12% policy target and the liquidity to total liabilities ratio was 55.8% compared to Royal Bank’s 10% policy target. The Company also has unfunded pension plan obligations of $14.5 million as of December 31, 2013 which potentially could impact liquidity.  The Company plans to fund the pension plan obligations through existing Company owned life insurance policies.

Dividend and Interest Restrictions

Due to the MOU, 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 impacted and thereby limit liquidity alternatives. On August 13, 2009, the Company’s Board suspended the regular quarterly cash dividends on the $30.4 million in Series A Preferred Stock and the interest payments on the $25.8 million in trust preferred securities.  As of December 31, 2013, the Series A Preferred stock dividend in arrears was $7.7 million and has not been recognized in the consolidated financial statements.  The Company believes the decision to suspend the preferred cash dividends will better support the liquidity position of Royal Bank.  During the third quarter of 2013, the Company received approval from the Federal Reserve Bank to pay the $3.1 million interest payment in arrears on the trust preferred securities.  On September 16, 2013, the Company became current and is current on the interest payments on the trust preferred securities which included an interest penalty of $174,000.  The Company received approval and paid the fourth quarter interest payment in December 2013.

At December 31, 2013 and 2012, as a result of significant losses within Royal Bank, the Company had an accumulated deficit and therefore would not have been able to declare and pay any cash dividends.  Royal Bank must receive prior approval from the FDIC and the Department before declaring and paying a dividend to the Company.  Under the Federal Reserve MOU the Company may not declare or pay any dividends or make interest payments related to the Company’s outstanding trust preferred securities or subordinate securities, 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.

Capital Adequacy

In connection with a prior bank regulatory examination, the FDIC concluded, based upon its interpretation of the Call Report instructions and under RAP, that income from Royal Bank’s tax lien business should be recognized on a cash basis, not an accrual basis.  Royal Bank’s current accrual method is in accordance with U.S. GAAP.  Royal Bank disagrees with the FDIC’s conclusion and filed the Call Report for December 31, 2013 and the previous 13 quarters in accordance with U.S. GAAP.  However, the change in the manner of revenue recognition for the tax lien business for regulatory accounting purposes affects Royal Bank’s and potentially the Company’s capital ratios as disclosed in “Note 15 - Regulatory Capital Requirements” to the Consolidated Financial Statements.  The resolution of this matter will be decided by additional joint regulatory agency guidance which includes the Federal Reserve Bank, the FDIC, and OCC.
 
Under the MOU, Royal Bank must maintain a minimum Tier 1 leverage ratio and a minimum total risk-based capital ratio of 8% and 12%, respectively. At December 31, 2013, based on capital levels calculated under RAP, Royal Bank’s leverage and total risk-based capital ratios were 9.13% and 15.61%, respectively.

Company Plans and Strategy

During the past few years, the Company recorded significant impairment charges and carrying costs on non-accrual loans and OREO which has weighed heavily on earnings and was the largest contributing factor to the Company’s losses.  The Company’s strategic plan included improving the overall level of credit quality, maintaining reduced credit risk within the investment portfolio, reducing the overall level of expenses, and returning to profitability. The Board and management remain committed to meeting the capital level requirements for Royal Bank as set forth in the FDIC MOU.  As a result, the Board and management developed a contingency plan to maintain capital ratios at required levels. This strategy also assisted in reducing the level of classified assets by giving management the ability to actively pursue exit strategies on loans and OREO which were at historically high levels.
 
While sustaining capital ratios above the required minimum, the Company has made progress in improving credit quality, reducing the CRE concentration, strengthening the Board and maintaining liquidity. As a result of the decline in level of classified assets, there has been a corresponding reduction in the provision for loan and lease losses and the overall carrying costs associated with classified assets.  The deleveraging of the balance sheet has also reduced earning assets which has resulted in a decline in net interest income and has had a significant impact on overall earnings. To improve net interest margin and net interest income, management is diligently working on changing the mix of earning assets and interest-bearing liabilities.  In the event further deleveraging is necessary to maintain the required capital levels, net interest income would be negatively impacted.

For 2013, the strategic plan evolved into transitioning Royal Bank into a community bank built on a solid commercial revenue and retail delivery foundation.  During the first quarter of 2013, to support the strategic goals, management had announced a set of sweeping initiatives through the Company's "Profitability Improvement Plan" ("PIP") designed to enhance company-wide efficiency, productivity and modernization.  During 2013, the Company realized a 22% reduction in the workforce, which included reorganizing and relocating certain personnel to improve departmental synergies and better align managers and staff so they can work together in cohesive teams to accomplish their objectives.  The Company recorded a restructuring charge of $87,000 related to the reduction in workforce.  The Company also finalized a unique opportunity to reduce employee expenses as eight individuals became employees of a local company that provides servicing of the remaining tax lien and non-performing assets portfolios. Those portfolios continue to diminish per the Company's strategic plan. This outsourcing arrangement enables the Company to focus on the expansion of its core banking products while de-emphasizing legacy non-core activity such as tax liens.

During 2013, pursuant to the real estate rationalization plan under PIP, two branches were consolidated and four Company-owned buildings were sold.  Royal Bank consolidated the leased Henderson Road office between the King of Prussia and Bridgeport offices and consolidated the 15th Street branch office into the Walnut Street branch office, which are both located in Center City Philadelphia.  These branch consolidations had minimal effect on deposit levels. Included in the real estate sales were two buildings that are the sites of the Fairmount and Phoenixville retail branches. In refreshing our retail branch network, these two branches along with a third will be relocated to more attractive, convenient, high-traffic locations within the same markets over the next three to eight months.  Additionally the Villanova branch was relocated in January 2014.

During 2013, the Company launched a completely redesigned website which takes advantage of the latest technologies and trends in web development, including responsive design which reformats content to fit any screen, improving both aesthetics and user experience.  Visitors will also find a renewed emphasis on our most important products and services, including quick links to key revenue driving product lines and our secure home equity application. Complementing the launch of the new website was the debut of our mobile banking solution, TouchBanking.   With the addition to executive management of Lars Eller, as Chief Retail Banking Officer, the Company looks to grow its retail customer base with the deployment of new commercial and consumer solutions, enhancement of product offerings and further development of the retail sales teams.  To support the marketing of these enhancements the Company began refreshing its brand with new advertising through billboards and online and print media.  The expense reductions, revenue growth and planned additional improvements have repositioned the Company in 2013 and for the future.