Several risk factors regarding investing in our common stock are discussed below |
This listing should not be considered as all-inclusive |
If any of the following risks were to occur, we may not be able to conduct our business as currently planned and our financial condition or operating results could be negatively impacted |
These matters could cause the trading price of our common stock to decline in future periods |
Such risks and uncertainties include: - changes in the interest rate environment affecting interest rate margins and/or interest rate risk - increased competitive pressure among financial services &apos companies - the availability of sources of liquidity at a reasonable cost - the regulation of the banking industry including legislative or regulatory changes adversely affecting the business in which the Company engages - reduction in our earnings by losses on loans - dependence on real estate - operational risks - deterioration in general economic conditions - risks of natural disasters - other risks and uncertainties that may be detailed herein RISK DUE TO ECONOMIC CONDITIONS DUE TO CHANGES IN INTEREST RATES OR THE ECONOMY IN THE AREAS WE SERVE The Federal Reserve Board ( "e FRB "e ) has continued its efforts to prevent/slow inflation and to maintain a stable price environment as the economy enters the fifth year of economic expansion |
In 2005, the FRB raised the discount rate eight times from 2dtta25prca to 4dtta25prca, an increase of 2dtta00prca |
Typically, these rate increases enhance net interest income for asset-sensitive financial institutions |
As inflation has remained largely in check and the housing market has shown signs of slowing, most sectors of the economy have remained strong |
While there is uncertainty regarding FRBapstas interest rate policy under a new FRB chairman, the outlook for 2006 is generally optimistic |
Supporting an overall optimistic outlook in the economy is continued strength in consumer confidence, provided by the rebuilding of the Gulf coast and a high level of liquidity in the economy |
This optimistic outlook is tempered by concerns related to the real estate market and the federal budget deficit |
The Tri-Counties region which consists of San Luis Obispo, Santa Barbara and Ventura counties in the state of California, the SBA Western Region where CWB originates SBA loans (California, Colorado, Oregon and Washington) and the SBA Southeast Region (Alabama, Florida, Georgia, North and South Carolina and Tennessee) |
A downturn in the National economy or in any of the markets in the Company services may have a negative impact on the Companyapstas future earnings or stock price |
- 5 - CHANGES IN THE REGULATORY ENVIRONMENT The financial services industry is heavily regulated |
The Company is subject to federal and state regulation designed to protect the deposits of consumers, not to benefit shareholders |
These regulations include the following: - the amount of capital the Company must maintain - the types of activities in which it can engage - the types and amounts of investments it can make - the locations of its offices - insurance of the Companyapstas deposits and the premiums paid for this insurance - how much cash the Company must set aside as reserves for deposits The regulations impose limitations on operations and may be changed at any time, possibly causing future results to vary significantly from past results |
Government policy and regulation, particularly as implemented through the Federal Reserve System, significantly affects credit conditions |
Managementapstas Discussion and Analysis of Financial Condition and Results of Operations - Supervision and Regulation "e |
BANK REGULATIONS COULD DISCOURAGE CHANGES IN THE COMPANY &apos S OWNERSHIP Bank regulations could delay or discourage a potential acquirer who might have been willing to pay a premium price to acquire a large block of common stock |
That possibility might decrease the value of the Companyapstas common stock and the price that a stockholder will receive if shares are sold in the future |
Before anyone can buy enough voting stock to exercise control over a bank holding company like CWBC, bank regulators must approve the acquisition |
A stockholder must apply for regulatory approval to own 10 percent or more of the Companyapstas common stock, unless the stockholder can show that they will not actually exert control over the Company |
As a result, no single stockholder can own more than 25 percent of the Companyapstas common stock without applying for regulatory approval |
THE PRICE OF THE COMPANY &apos S COMMON STOCK MAY CHANGE RAPIDLY AND SIGNIFICANTLY The market price of the Companyapstas common stock could change rapidly and significantly at any time |
The market price of the Companyapstas common stock has fluctuated in recent years |
Between January 1, 2004 and December 31, 2005, the market price of its common stock ranged from a low of dlra8dtta15 per share to a high of dlra15dtta30 per share |
Fluctuations may occur, among other reasons, in response to: - short-term or long-term operating results - perceived strength of the banking industry in general - the Companyapstas relatively low public float and thinly-traded stock - perceived value of the Companyapstas loan portfolio - trends in the Companyapstas nonperforming assets - legislative/regulatory action or adverse publicity - announcements by competitors - economic changes and general market conditions The trading price of the Companyapstas common stock may continue to be subject to wide fluctuations in response to the factors set forth above and other factors, many of which are beyond the Companyapstas control |
The stock market can experience extreme price and trading volume fluctuations that often are unrelated or disproportionate to the operating performance of individual companies |
The Company believes that investors should consider the likelihood of these market fluctuations before investing in the Companyapstas common stock |
DEPENDENCE ON REAL ESTATE CONCENTRATED IN THE STATE OF CALIFORNIA Approximately 42prca of the loan portfolio of the Company is secured by various forms of real estate, including residential and commercial real estate |
A decline in current economic conditions or rising interest rates could have an adverse effect on the demand for new loans, the ability of borrowers to repay outstanding loans and the value of real estate and other collateral securing loans |
The real estate securing the Companyapstas loan portfolio is concentrated in California |
If real estate values decline significantly, especially in California, the change could harm the financial condition of the Companyapstas borrowers, the collateral for its loans will provide less security and the Company would be more likely to suffer losses on defaulted loans |
CURTAILMENT OF GOVERNMENT GUARANTEED LOAN PROGRAMS COULD AFFECT A SEGMENT OF THE COMPANY &apos S BUSINESS A major segment of the Companyapstas business consists of originating and periodically selling government guaranteed loans, in particular those guaranteed by the SBA From time to time, the government agencies that guarantee these loans reach their internal limits and cease to guarantee loans |
In addition, these agencies may change their rules for loans or Congress may adopt legislation that would have the effect of discontinuing or changing the programs |
Non- - 6 - governmental programs could replace government programs for some borrowers, but the terms might not be equally acceptable |
Therefore, if these changes occur, the volume of loans to small business, industrial and agricultural borrowers of the types that now qualify for government guaranteed loans could decline |
Also, the profitability of these loans could decline |
In late 2004, the SBA eliminated the piggy-back program, in which a conventional real estate loan is made and a SBA 7(a) guaranteed second trust deed is subordinate to the conventional first trust deed |
As the funding of the guaranteed portion of 7(a) loans is a major portion of the Companyapstas business, the long-term resolution to the funding for the 7(a) loan program may have an unfavorable impact on the Companyapstas future performance and results of operations |
ENVIRONMENTAL LAWS COULD FORCE THE COMPANY TO PAY FOR ENVIRONMENTAL PROBLEMS When a borrower defaults on a loan secured by real property, the Company generally purchases the property in foreclosure or accepts a deed to the property surrendered by the borrower |
The Company may also take over the management of commercial properties when owners have defaulted on loans |
While CWB has guidelines intended to exclude properties with an unreasonable risk of contamination, hazardous substances may exist on some of the properties that it owns, manages or occupies |
The Company faces the risk that environmental laws could force it to clean up the properties at the Companyapstas expense |
The Company could also be liable for pollution generated by a borrowerapstas operations if the Company took a role in managing those operations after default |
Resale of contaminated properties may also be difficult |
COMPETITION WITH OTHER BANKING INSTITUTIONS COULD ADVERSELY AFFECT PROFITABILITY The banking industry is highly competitive |
The Company faces competition not only from other financial institutions within the markets it serves, but deregulation has resulted in competition from companies not typically associated with financial services as well as companies accessed through the internet |
As a community bank, the Company attempts to combat this increased competition by developing and offering new products and increased quality of services |
Interest rate fluctuations are caused by many factors which, for the most part, are not under our direct control |
For example, national monetary policy plays a significant role in the determination of interest rates |
Additionally, competitor pricing and the resulting negotiations that occur with our customers also impact the rates we collect on loans and the rates we pay on deposits |
As interest rates change, we expect that we will periodically experience "e gaps "e in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa |
In either event, if market interest rates should move contrary to our position, this "e gap "e may work against us, and our earnings may be negatively affected |
Changes in the level of interest rates also may negatively affect our ability to originate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings |
A decline in the market value of our assets may limit our ability to borrow additional funds |
As a result, we could be required to sell some of our loans and investments under adverse market conditions, upon terms that are not favorable to us, in order to maintain our liquidity |
If those sales are made at prices lower than the amortized costs of the investments, we will incur losses |
See additional discussion on interest rate risk in "e Item 7 |
Managementapstas Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk "e |
OPERATIONAL RISK Operational risk represents the risk of loss resulting from the Companyapstas operations, including but not limited to, the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees, transaction processing errors and breaches of internal control system and compliance requirements |
This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation and customer attrition due to potential negative publicity |
Operational risk is inherent in all business activities and the management of this risk is important to the achievement of the Companyapstas objectives |
In the event of a breakdown in the internal control system, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation |
The Company manages operational risk through a risk management framework and its internal control processes |
The framework involves business units, corporate risk management personnel and executive management |
Under this framework, the business units have direct and primary responsibility and accountability for identifying, controlling and monitoring operational risk |
Business unit managers maintain a system of controls with the objective of providing proper transaction authorization and execution, proper system - 7 - operations, safeguarding of assets from misuse or theft and ensuring the reliability of financial and other data |
Business unit managers ensure that the controls are appropriate and are implemented as designed |
Business continuation and disaster recovery planning is also critical to effectively manage operational risks |
The Companyapstas internal audit function (currently outsourced to a third party) validates the system of internal controls through risk-based regular and ongoing audit procedures and reports on the effectiveness of internal controls to executive management and the Audit Committee of the Board |
While the Company believes that it has designed effective methods to minimize operational risks, there is no absolute assurance that business disruption or operational losses would not occur in the event of disaster |
DEPENDENCE ON TECHNOLOGY AND TECHNOLOGICAL IMPROVEMENTS The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services |
In addition, to better serve customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs |
Many of our competitors have substantially greater resources to invest in technological improvements |