FLAG FINANCIAL CORP ITEM 1A RISK FACTORS An investment in our common stock involves a high degree of risk |
Investors should carefully consider the risks described below and the other information in this report before deciding to invest in shares of our common stock |
While these are the risks and uncertainties that we believe are the most important for you to consider, they are not the only risks or uncertainties facing us or that may adversely affect our business |
If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results would likely suffer |
Our business is subject to the success of the local economies where we operate |
Our success depends significantly upon the growth in population, income levels, deposits and housing needs in our primary and secondary markets |
If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally are unfavorable, our business may not succeed |
Adverse economic conditions in the State of Georgia or the metropolitan Atlanta area, including the loss of certain significant employers, affect the ability of our customers to repay their loans to us and generally affect our financial condition and results of operations |
We are less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies |
Moreover, we cannot give any assurance that we will benefit from any market growth or favorable economic conditions in our primary market areas if they do occur |
In addition, the market value of the real estate securing loans as collateral could be adversely affected by unfavorable changes in market and economic conditions |
Any sustained period of increased payment delinquencies, foreclosures or losses caused by adverse market or economic conditions in the State of Georgia or the metropolitan Atlanta area could adversely affect the value of our assets, our revenues, results of operations and financial condition |
Changes in economic conditions, particularly an economic slowdown, 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 |
Any deterioration in economic conditions could result in 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 *collateral for loans made by us may decline in value, in turn reducing our clients’ borrowing power |
A downturn in the real estate market could hurt our business |
If there is a significant decline in real estate values in Georgia, the collateral for our loans will provide less security |
The results of operations of banking institutions are materially affected by general economic conditions, the monetary and fiscal policies of the federal government and the regulatory policies of governmental authorities as well as other factors that affect market rates of interest |
Our profitability significantly depends on “net interest income,” which is the difference between interest income on interest-earning assets, like loans and investments, 10 ______________________________________________________________________ [39]Table of Contents and interest expense on interest-bearing liabilities, like deposits and borrowings |
Thus, any change in general market interest rates, whether as a result of changes in monetary policies of the Federal Reserve or otherwise, could have a significant effect on our net interest income |
These changes are beyond our control and we cannot fully insulate ourselves from the effect of rate changes |
We may face risks with respect to future expansion and acquisitions or mergers |
We continuously seek to acquire other financial institutions or parts of those institutions and may engage in de novo branch expansion, acquisitions or mergers in the future |
We may also consider and enter into new lines of business or offer new products or services |
We also may receive future inquiries and have discussions with potential acquirors of us |
Acquisitions and mergers involve a number of risks, including: *the time and costs associated with identifying and evaluating potential acquisition and merger partners; *the estimates and judgments used to evaluate credit, operations, management and market risks with respect to the target institution may not be accurate; *the time and costs of evaluating new markets, hiring experienced local management and opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion; *our inability to finance an acquisition and possible dilution to our existing shareholders; *the diversion of our management’s attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses; *entry into new markets where we lack experience; *the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations; and *the risk of loss of key employees and customers |
We may incur substantial costs to expand and we can give no assurance that such expansion will result in the levels of profits we seek |
There can be no assurance that our ongoing integration efforts with respect to our recent acquisition of First Capital Bancorp or any effort for future mergers or acquisitions will be successful |
Also, we may issue equity securities, including common stock and securities convertible into shares of our common stock in connection with future acquisitions, which could cause ownership and economic dilution to our current shareholders |
There is no assurance that, following our acquisition of First Capital Bancorp or any future merger or acquisition, our integration efforts will be successful or that our company, after giving effect to the acquisition, will achieve profits comparable to, or better than, our historical experience |
Our recent operating results may not be indicative of our future operating results |
We may not be able to sustain our historical rate of growth or may not even be able to grow our business at all |
In addition, our recent and rapid growth, including our growth through mergers and acquisitions, may distort some of our historical financial ratios and statistics |
In the future, we may not have the benefit of a favorable interest rate environment, a strong residential mortgage market, or the ability to find suitable candidates for acquisition |
Various factors, such as economic conditions, regulatory and legislative considerations and competition, may also impede or prohibit our ability to expand our market presence |
If we experience a significant decrease in our historical rate of growth, our results of operations and financial condition may be adversely affected due to a high percentage of our operating costs being fixed expenses |
11 ______________________________________________________________________ [40]Table of Contents Our continued pace of growth may require us to raise additional capital in the future, but that capital may not be available when it is needed |
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations |
We may at some point need to raise additional capital to support our continued growth |
Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance |
Accordingly, we may not be able to raise additional capital if needed on terms acceptable to us |
If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired |
Increases in interest rates may negatively affect our earnings and the value of our assets |
Changes in interest rates may affect the level of our interest income, the primary component of our gross revenue, as well as the level of our interest expense, our largest recurring expenditure |
In a period of rising interest rates, our interest expense could increase in different amounts and at different rates while the interest that we earn on our assets may not change in the same amounts or at the same rates |
Accordingly, increases in interest rates could decrease our net interest income |
In addition, an increase in interest rates may decrease the demand for consumer and commercial credit, including real estate loans, which would directly affect our asset growth and related fee income |
Changes in the level of interest rates also may negatively affect the value of our assets and our ability to realize gains from the sale of our assets, all of which will ultimately affect our earnings |
A decline in the market value of our assets may limit our ability to borrow additional funds or result in our lenders requiring additional collateral from us under our loan agreements |
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 |
Our loan portfolio includes a substantial amount of commercial and industrial loans which include risks that may be greater than the risks related to residential loans |
Commercial and industrial loans generally carry larger loan balances and involve a greater degree of financial and credit risks than home equity loans or residential mortgage loans |
Any significant failure to pay on time by our customers would hurt our earnings |
The increased financial and credit risk associated with these types of loans is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the size of loan balances, the effects of general economic conditions on income-producing properties and the increased difficulty of evaluating and monitoring these types of loans |
In addition, when underwriting a commercial or industrial loan, we may take a security interest in commercial real estate and, in some instances upon a default by the borrower, we may foreclose on and take title to the property, which may lead to potential financial risk for us under applicable environmental laws |
If hazardous substances were discovered on any of these properties, we may be liable to governmental entities or third parties for the costs of remediation of the hazard, as well as for personal injury and property damage |
Many environmental laws can impose liability regardless of whether we knew of, or were responsible for, the contamination |
Furthermore, the repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate or commercial project |
This cash flow shortage may result in the failure to make loan payments |
In addition, the nature of these loans is such that they are generally less predictable and more difficult to evaluate and monitor |
As a result, repayment of these loans may, to a greater extent than residential loans, be subject to adverse conditions in the real estate market or economy |
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease |
12 ______________________________________________________________________ [41]Table of Contents Our loan customers may not repay their loans according to the terms of these loans and the collateral securing the payment of these loans may be insufficient to assure repayment |
We may experience significant loan losses, which could have a material adverse effect on our operating results |
Management makes various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans |
We maintain an allowance for loan losses in an attempt to cover any loan losses which may occur |
In determining the size of the allowance, we rely on an analysis of our loan portfolio based on historical loss experience, volume and types of loans, trends in classification, volume and trends in delinquencies and non-accruals, national and local economic conditions and other pertinent information |
As we expand into new markets, our determination of the size of the allowance could be understated due to our lack of familiarity with market-specific factors |
If our assumptions are wrong, our current allowance may not be sufficient to cover future loan losses, and adjustments may be necessary to allow for different economic conditions or adverse developments in our loan portfolio |
Material additions to our allowance would materially decrease our net income |
In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs, based on judgments different than those of our management |
Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory agencies could have a negative effect on our operating results |
Competition from financial institutions and other financial service providers may adversely affect our profitability |
The banking business is highly competitive and we experience competition in each of our markets from many other financial institutions |
We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as other super-regional, national and international financial institutions that operate offices in our primary market areas and elsewhere |
We compete with these institutions both in attracting deposits and in making loans |
In addition, we have to attract our customer base from other existing financial institutions and from new residents |
Many of our competitors are well-established and larger financial institutions |
We may face a competitive disadvantage as a result of our smaller size, lack of geographic diversification and inability to spread our marketing costs across a broader market and can give no assurance that our competitive strategy will be successful |
We are subject to extensive regulation that could limit or restrict our activities |
We operate in a highly regulated industry and are subject to examination, supervision, and comprehensive regulation by various federal and state agencies |
Our compliance with these regulations is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices |
We are also subject to capitalization guidelines established by our regulators, which require us to maintain adequate capital to support our growth |
The laws and regulations applicable to the banking industry could change from time to time and we cannot predict the effects of these changes on our business and profitability |
Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely affect our ability to operate profitably |
13 ______________________________________________________________________ [42]Table of Contents Risks associated with unpredictable economic and political conditions may be amplified as a result of our limited market areas |
Conditions such as inflation, recession, unemployment, high interest rates, short money supply, scarce natural resources, international disorders, terrorism and other factors beyond our control may adversely affect our profitability |
Because the majority of our borrowers are individuals and businesses located and doing business in Georgia, our success will depend significantly upon the economic conditions in Georgia or metropolitan Atlanta and the counties in which we maintain presence |
Unfavorable economic conditions in Georgia or metropolitan Atlanta may result in, among other things, deterioration in credit quality or a reduced demand for credit and may harm the financial stability of our customers |
Due to our limited market areas, these negative conditions may have a more noticeable effect on us than would be experienced by a larger institution more able to spread these risks of unfavorable local economic conditions across a large number of diversified economies |
We depend on our ability to attract and retain key personnel; we rely heavily on our management team, and the unexpected loss of key personnel may adversely affect our operations |
Our success to date has been influenced strongly by our ability to attract and to retain senior management experienced in banking and financial services |
Retention of senior managers and appropriate succession planning will continue to be critical to the successful implementation of our strategies |
It is also important as we grow to be able to attract and retain additional qualified senior and middle management |
We maintain a limited number of key-man life insurance policies and maintain bank-owned life insurance policies on most of our executive and senior officers to offset liabilities under employment contracts |
The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results |
If a significant number of borrowers, guarantors and related parties fail to perform as required by the terms of their loans, we will sustain losses |
A significant source of risk arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans |
We have adopted underwriting and credit monitoring procedures and credit policies, including the establishment and review of the allowance for credit losses, that management believes are appropriate to minimize this risk by assessing the likelihood of nonperformance, tracking loan performance, and diversifying our credit portfolio |
These policies and procedures, however, may not prevent unexpected losses that could have a material adverse effect on our results of operations |
Our status as a holding company makes us dependent on dividends from Flag Bank to meet our obligations |
We are a holding company and conduct almost all of our operations through Flag Bank |
We do not have any significant assets other than the stock of Flag Bank |
Accordingly, we depend on the cash flow of Flag Bank to meet our obligations |
Our right to participate in any distribution of earnings or assets of Flag Bank is subject to the prior claims of creditors of Flag Bank |
Under federal and state law, Flag Bank is limited in the amount of dividends that Flag Bank can pay to us without prior regulatory approval |
Also, bank regulators have the authority to prohibit Flag Bank from paying dividends if they think the payment would be an unsafe and unsound banking practice |
Our ability to pay dividends is limited and we may be unable to pay future dividends |
Our ability to pay dividends is limited by regulatory restrictions and the need to maintain sufficient consolidated capital |
The ability of Flag Bank to pay dividends to us is limited by its obligation to maintain 14 ______________________________________________________________________ [43]Table of Contents sufficient capital and by other general restrictions applicable to Georgia banks and banks that are regulated by the FDIC If we fail to satisfy these regulatory requirements, we will be unable to pay dividends on our common stock |
Failure to successfully execute our strategy could adversely affect our performance |
Our financial performance and profitability depend on our ability to execute our corporate growth strategy |
Continued growth may present operating and other problems that could adversely affect our business, financial condition and results of operations |
Accordingly, there can be no assurances that we will be able to execute our growth strategy or maintain the level of profitability that we have recently experienced |
Our internal operations are subject to a number of risks |
We are subject to certain operations risks, including, but not limited to, data processing system failures and errors, customer or employee fraud and catastrophic failures resulting from terrorist acts or natural disasters |
We maintain a system of internal controls to mitigate against such occurrences and maintain insurance coverage for such risks that are insurable, but should such an event occur that is not prevented or detected by our internal controls and uninsured or in excess of applicable insurance limits, it could have a significant adverse impact on our business, financial condition or results of operations |
The trading volume in our common stock has been low and the future sale of substantial amounts of our common stock in the public market could depress the price of our common stock |
The trading volume in our common stock on the Nasdaq National Market has been relatively low when compared with larger companies listed on the Nasdaq National Market or national stock exchanges |
We cannot say with any certainty that a more active and liquid trading market for our common stock will develop |
Because of this, it may be more difficult for an investor to sell a substantial number of shares for the same price at which he or she could sell a smaller number of shares |
We cannot predict the effect, if any, that future sales of our common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock |
We, therefore, can give no assurance that sales of substantial amounts of common stock in the market, or the potential for sales of large amounts of common stock in the market, would not cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock |
There is fluctuation in the trading market for our common stock and investors may be unable to resell shares of our common stock at or above the price paid for them |
The price of our common stock has been, and will likely continue to be, subject to fluctuations based on, among other things, economic and market conditions for financial services companies and the stock market in general, as well as changes in investor perceptions of our company |
Our common stock is traded on the Nasdaq National Market under the symbol “FLAG” The maintenance of an active public trading market depends, however, upon the existence of willing buyers and sellers, the presence of which is beyond our control or the control of any market maker, and there can be no assurance that investors will be able to resell shares at or above the price paid for them |
The market price of our common stock could drop significantly if shareholders sell or are perceived by the market as intending to sell large blocks of our shares |