FIRST COMMUNITY BANCSHARES INC /NV/ ITEM 1A RISK FACTORS The Company and its subsidiary business are subject to interest rate risk and variations in interest rates may negatively affect its financial performance |
We are unable to predict actual fluctuations of market interest rates with complete accuracy |
Rate fluctuations are affected by many factors, including inflation, recession, a rise in unemployment, a tightening of the money supply and domestic and international disorder and instability in domestic and foreign financial markets |
Changes in the interest rate environment may reduce profits |
We expect that the Company and 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 |
Changes in levels of market interest rates could materially and adversely affect the Company’s net interest spread, levels of prepayments and cash flows, the market value of its securities portfolio, and overall profitability |
The Bank’s ability to pay dividends is subject to regulatory limitations which, to the extent the Company requires such dividends in the future, may affect the Company’s ability to pay its obligations and pay dividends |
The Company is a separate legal entity from the Bank and its subsidiaries and does not have significant operations of its own |
The Company currently depends on the Bank’s cash and liquidity as well as dividends to pay the Company’s operating expenses and dividends to shareholders |
No assurance can be made that in the future the Bank will have the capacity to pay the necessary dividends and that the Company will not require dividends from the Bank to satisfy the Company’s obligations |
The availability of dividends from the Bank is limited by various statutes and regulations |
It is possible, depending upon the financial condition of the Company and other factors that the OCC, 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 sufficient to satisfy the Company’s obligations and the Bank is unable to pay dividends to the Company, the Company may not be able to service its obligations as they become due, including payments required to be made to the FCBI Capital Trust, a business trust subsidiary of the Company, or pay dividends on the Company’s common stock |
Consequently, the inability to receive dividends from the Bank could adversely affect the Company’s financial condition, results of operations, cash flows and prospects |
The Bank’s allowance for loan losses may not be adequate to cover actual losses |
Like all financial institutions, the Bank maintains an allowance for loan losses to provide for probable loan defaults and non-performance |
The Bank’s allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan losses could materially and adversely affect the Bank’s operating results |
The Bank’s allowance for loan losses is determined by analyzing historical loan losses, current trends in delinquencies and charge-offs, plans for problem loan resolution, the opinions of our regulators, changes in the size and composition of the loan portfolio and industry information |
Also included in management’s estimates for loan losses are considerations with respect to the impact of economic events, the outcome of which are uncertain |
The 6 _________________________________________________________________ [57]Table of Contents amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates that may be beyond the Bank’s control, and these losses may exceed current estimates |
Federal regulatory agencies, as an integral part of their examination process, review the Bank’s loans and allowance for loan losses |
While we believe that the Bank’s allowance for loan losses is adequate to provide for probable losses, we cannot assure you that we will not need to increase the Bank’s allowance for loan losses or that regulators will not require us to increase this allowance |
Either of these occurrences could materially and adversely affect the Bank’s earnings and profitability |
The Company’s business is subject to various lending and other economic risks that could adversely impact the Company’s results of operations and financial condition |
Changes in economic conditions, particularly an economic slowdown, could hurt the Company’s business |
The Company’s business is directly affected by political and market conditions, broad trends in industry and finance, legislative and regulatory changes, and changes in governmental monetary and fiscal policies and inflation, all of which are beyond the Company’s control |
A deterioration in economic conditions, in particular an economic slowdown within the Company’s geographic region, could result in the following consequences, any of which could hurt the Company’s business materially: • loan delinquencies may increase; • problem assets and foreclosures may increase; • demand for the Company’s products and services may decline; and • collateral for loans made by the Company may decline in value, in turn reducing a client’s borrowing power, and reducing the value of assets and collateral associated with the Company’s loans held for investment |
A downturn in the real estate market could hurt the Company’s business |
The Company’s business activities and credit exposure are concentrated in Virginia, West Virginia, North Carolina, Tennessee and the surrounding southeast region |
A downturn in this regional real estate market could hurt the Company’s business because of the geographic concentration within this regional area |
If there is a significant decline in real estate values, the collateral for the Company’s loans will provide less security |
As a result, the Company’s ability to recover on defaulted loans by selling the underlying real estate would be diminished, and we would be more likely to suffer losses on defaulted loans |
The Company’s level of credit risk is increasing due to the expansion of its commercial lending, and the concentration on middle market customers with heightened vulnerability to economic conditions |
Commercial business and commercial real estate loans generally are considered riskier than single-family residential loans because they have larger balances to a single borrower or group of related borrowers |
Commercial business and commercial real estate loans involve risks because the borrower’s ability to repay the loan typically depends primarily on the successful operation of the business or the property securing the loan |
Most of the commercial business loans are made to small business or middle market customers who may have a heightened vulnerability to economic conditions |
Moreover, a portion of these loans have been made or acquired by the Company in the last several years and the borrowers may not have experienced a complete business or economic cycle |
The Bank may suffer losses in its loan portfolio despite its underwriting practices |
The Bank seeks to mitigate the risks inherent in the Bank’s 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 the Bank believes that its underwriting criteria are appropriate for the various kinds of loans it makes, the Bank may incur losses on loans that meet its underwriting criteria, and these losses may exceed the amounts set aside as reserves in the Bank’s allowance for loan losses |
7 _________________________________________________________________ [58]Table of Contents The Company and its subsidiaries are subject to extensive regulation which could adversely affect them |
The Company and its subsidiaries’ 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 the Company’s operations |
The Company believes that it is in substantial compliance in all material respects with applicable federal, state and local laws, rules and regulations |
Because the Company’s business is highly regulated, the laws, rules and regulations applicable to it are subject to regular modification and change |
There are various laws, rules and regulations that impact the Company’s operations, including, among other things, matters pertaining to corporate governance, requirements for listing and maintenance on national securities exchanges and over the counter markets, Securities and Exchange Commission (“SEC”) rules pertaining to public reporting disclosures and banking regulations governing the amount of loans that a financial institution, such as the Bank, can acquire for investment from an affiliate |
In addition, the Financial Accounting Standards Board (“FASB”), made changes which require, among other things, the expensing of the costs relating to the issuance of stock options |
These laws, rules and regulations, or any other laws, rules or regulations, that may be adopted in the future, could make compliance more difficult or expensive, restrict the Company’s ability to originate, broker or sell loans, further limit or restrict the amount of commissions, interest or other charges earned on loans originated or sold by the Bank and otherwise adversely affect the Company’s business, financial condition or prospects |
The Company faces strong competition from other financial institutions, financial service companies and other organizations offering services similar to those offered by the Company and its subsidiaries, which could hurt the Company’s business |
The Company’s business operations are centered primarily in Virginia, West Virginia, North Carolina, Tennessee and the surrounding southeast region |
Increased competition within this region 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 types of loans and banking services that we offer |
These competitors include other savings associations, national banks, regional banks and other community banks |
The Company also faces 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, the Bank’s competitors include other state and 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 the Company, may be able to offer the same loan products and services that the Company offers at more competitive rates and prices |
If the Company is unable to attract and retain banking clients, the Company may be unable to continue the Bank’s loan and deposit growth and the Company’s business, financial condition and prospects may be negatively affected |