COMMERCIAL CAPITAL BANCORP INC Item 1A Risk Factors |
We rely, in part, on external financing to fund our operations and the unavailability of such funds in the future could adversely impact our growth strategy and prospects |
The Bank relies on deposits, exchange balances, advances from the FHLB of San Francisco and other borrowings to fund its operations |
The Bank has also historically relied on certificates of deposit |
While the Bank has been successful in promoting its transaction deposit products (money market, savings and checking), certificates of deposits still comprised the majority of total deposits and jumbo deposits nevertheless constituted a significant portion of certificates of deposits at December 31, 2005 |
Jumbo deposits tend to be a more volatile source of funding |
Although management has historically been able to replace such deposits on maturity if desired, no assurance can be given that the Bank would be able to replace such funds at any given point in time were its financial condition or market conditions to change |
In addition, while exchange balances are considered similar to the Bank’s transaction accounts, the volatility of such balances is primarily dependent upon fluctuations in the real estate markets and 1031 exchange activity |
As such, no assurances can be given that the Company would be able to replace such funds should market conditions change |
Furthermore, no assurance can be given that we will be able to continue to issue junior subordinated debentures, thereby depriving the Bank of one source of capital |
Although we consider such sources of funds adequate for our current capital needs, we may seek additional debt or equity capital in the future to achieve our long-term business objectives |
The sale of equity or convertible debt securities in the future may be dilutive to our stockholders, and debt refinancing arrangements may require us to pledge some of our assets and enter into covenants that would restrict our ability to incur further indebtedness |
There can be no assurance that additional financing sources, if 39 ______________________________________________________________________ sought, would be available to us or, if available, would be on terms favorable to us |
If additional financing sources are unavailable or are not available on reasonable terms, our growth strategy and future prospects could be adversely impacted |
Our business is subject to interest rate risk and variations in market interest rates may negatively affect our financial performance |
We are unable to predict fluctuations of market interest rates, which are affected by many factors, including: · inflation; · recession; · a rise in unemployment; · tightening money supply; · changes in monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve System; and · domestic and international disorder and instability in domestic and foreign financial markets |
Changes in the interest rate environment may reduce our profits |
We expect that the Bank will continue to realize income from 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 |
Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities |
Further, our net interest spread may be negatively impacted when short-term rates rise faster than long-term interest rates over a prolonged period |
In addition, an increase in the general level of interest rates may adversely affect the ability of some borrowers to pay the interest on and principal of their obligations, especially borrowers with loans subject to negative amortization |
Negative amortization involves a greater risk during a period of rising interest rates because the loan principal may increase above the amount originally advanced, which could increase the risk of default |
At December 31, 2005, approximately 4prca of the Bank’s total loan portfolio was currently subject to negative amortization and the Bank had recorded less than dlra1dtta0 million in negative amortization balances as of year-end |
However, changes in levels of market interest rates could materially and adversely affect the Bank’s net interest spread, asset quality, levels of prepayments and cash flows as well as the market value of its securities portfolio and overall profitability |
We may have difficulty managing our growth, which may divert resources and limit our ability to successfully expand our operations |
We have grown substantially over the last several years |
The acquisition of Hawthorne significantly contributed to the increase in our assets from dlra1dtta72 billion at December 31, 2003 to dlra5dtta02 billion at December 31, 2004 |
Our acquisitions in 2005 provided a funding base to support our continued growth in total assets to dlra5dtta45 billion at December 31, 2005 |
We expect to continue to experience significant growth in the amount of our assets, the level of our deposits and alternative funding sources, the number of our clients and the scale of our operations |
Our future profitability will depend in part on our continued ability to grow and we can give no assurance that we will be able to sustain our historical growth rate or even be able to grow organically or through acquisition |
In past years, we have incurred substantial expenses to build our management team and personnel, develop our delivery systems and establish our infrastructure to support our future loan growth |
Our future success will depend on the ability of our officers and key employees to continue to implement and improve our operational, financial and management controls, reporting systems and procedures, and manage a growing number of client relationships across varying lines of business |
We may not be able to successfully implement improvements to our management information and control systems in an efficient or timely manner and may discover deficiencies in existing systems and controls |
Thus, we cannot give assurances that our growth strategy will not place a strain on our administrative and operational infrastructure |
40 ______________________________________________________________________ We intend to continue to grow our deposits and alternative funding sources and expand our retail banking franchise |
In 2004, we added 15 additional branch offices from the Hawthorne acquisition |
In 2005 we added one banking office and have announced our plans to open two additional banking offices in 2006 |
Further, with the acquisitions of TIMCOR and NAEC, we have added 9 office locations and expanded our exchange transaction business to various locations throughout the nation |
The close of the Calnet acquisition in March 2006 also added another retail branch location in Northern California |
Continued expansion will require additional capital expenditures and we may not be successful in expanding our franchise or in attracting or retaining the personnel it requires |
If we are unable to expand our business as we anticipate, we may be unable to realize any benefit from the investments made in our recent initiatives |
If we are unable to manage future expansion in our operations, we may have to incur additional expenditures beyond current projections to support future growth |
Additionally, the implementation of our recent initiatives to diversify and expand our funding sources, creates a lower degree of near-term earnings predictability and may create higher volatility in the Company’s net interest income, interest rate spread and net interest margin in the near-term |
The Bank’s ability to pay dividends is subject to regulatory limitations which, to the extent we require such dividends in the future, may affect our ability to service our debt and pay dividends |
We are a separate legal entity from our subsidiaries and do not have significant operations of our own |
The availability of dividends from the Bank is limited by various statutes and regulations |
It is possible, depending upon the financial condition of the Bank and other factors, that the OTS, the Bank’s primary regulator, could assert that payment of dividends or other payments by the Bank are an unsafe or unsound practice |
In the event the Bank is unable to pay dividends to us, we may not be able to service our debt, pay our obligations as they become due, or pay dividends on our common stock |
Consequently, the inability to receive dividends from the Bank could adversely affect our financial condition, results of operations and prospects |
Our allowance for loan losses may not be adequate to cover actual losses |
Like all financial institutions, we maintain an allowance for loan losses to provide for loan defaults and non-performance |
Our allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan losses could materially and adversely affect our operating results |
Our allowance for loan losses is based on our historical loss experience, as well as an evaluation of the risks associated with our loans held for investment |
To date, we have experienced negligible losses |
The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond our control, and these losses may exceed current estimates |
Federal regulatory agencies, as an integral part of their examination process, review our loans and allowance for loan losses |
While we believe that our allowance for loan losses is adequate to cover current losses, we cannot provide assurance that we will not need to increase our allowance for loan losses or that regulators will not require us to increase this allowance |
Either of these occurrences could materially and adversely affect our earnings and profitability |
Our business is subject to various lending and other economic risks that could adversely impact our results of operations and financial condition |
Changes in economic conditions, particularly an economic slowdown in California, could hurt our business |
Our business is directly affected by political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in governmental monetary and fiscal policies and inflation, all of which are beyond our control |
A deterioration in economic conditions, in particular an economic slowdown within California, could result in any or all of the following consequences, any of which could hurt our business materially: · loan delinquencies may increase; · problem assets and foreclosures may increase; · demand for our products and services may decline; and 41 ______________________________________________________________________ · collateral for loans made by us, especially real estate, may decline in value, in turn reducing a client’s borrowing power, and reducing the value of assets and collateral associated with our loans held for investment |
A downturn in the California real estate market could hurt our business |
Our business activities and credit exposure are concentrated in California |
A downturn in the California real estate market could hurt our business because the vast majority of our loans are secured by real estate located within California |
If there is a significant decline in real estate values, especially in California, the collateral for our loans will provide less security |
Real estate values in California could be affected by, among other things, earthquakes and other natural disasters particular to California |
We may suffer losses in our loan portfolio despite our underwriting practices |
We seek to mitigate the risks inherent in our loan portfolio by adhering to specific underwriting practices |
These practices include analysis of a borrower’s prior 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, we may incur losses on loans that meet our underwriting criteria, and these losses may exceed the amounts set aside as reserves in our allowance for loan losses |
Two of our executive officers own a significant amount of our common stock and may make decisions that are not in the best interests of all stockholders |
As of December 31, 2005, two of our senior executive officers, Stephen H Gordon and David S DePillo, owned approximately 10dtta9prca of our outstanding common stock |
In addition, over the years, these senior executive officers have been granted restricted stock and options to acquire shares of our common stock, which when vested and exercised will increase their ownership of shares of our common stock |
As of December 31, 2005, assuming the full exercise of all restricted stock and outstanding options, Messrs |
Gordon and DePillo would own in the aggregate approximately 15dtta1prca of our outstanding common stock |
As a result, these individuals, by virtue of their stock ownership, will have the ability to influence the election or removal of our Board of Directors, as well as the outcome of any other matters to be decided by a vote of stockholders |
We are subject to extensive regulation which could adversely affect us |
Our operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations |
We believe that we are in substantial compliance in all material respects with applicable federal, state and local laws, rules and regulations |
Because our business is highly regulated, the laws, rules and regulations applicable to us are subject to regular modification and change |
There can be no assurance that there will be no laws, rules or regulations adopted in the future, which could make compliance more difficult or expensive, or otherwise adversely affect our business, financial condition or prospects |
42 ______________________________________________________________________ We face strong competition from other financial institutions, financial service companies and other organizations offering services similar to those offered by us, which could hurt our business |
We conduct our business operations primarily in California |
Increased competition within California may result in reduced loan originations and deposits |
Ultimately, we may not be able to compete successfully against current and future competitors |
Many competitors offer the same types of loans and banking services that we offer |
These competitors include other savings associations, national banks, regional banks and other community banks |
We also face competition from many other types of financial institutions, including finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries |
In particular, our competitors include national banks and major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns |
Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger clients |
These institutions, particularly to the extent they are more diversified than we are, may be able to offer the same loan products and services that we offer at more competitive rates and prices |
If we are unable to attract and retain banking clients, we may be unable to continue our loan and deposit growth and our business, financial condition and prospects may be negatively affected |
We are involved in significant litigation related to our Commercial Banking Division |