FREMONT GENERAL CORP Item 1A Risk Factors This report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 |
Such forward-looking statements and the currently reported results are based upon our current expectations and beliefs concerning future developments and their potential effects upon us |
These statements and our results reported herein are not guarantees of future performance or results and there can be no assurance that actual developments and economic performance will be as anticipated by us |
Actual developments and/or results may differ significantly and adversely from our expected or currently reported results as a result of significant risks, uncertainties and factors, often beyond our control (as well as the various assumptions utilized in determining our expectations), and which include, but are not limited to, the following: • the variability of general and specific economic conditions and trends, and changes in, and the level of, interest rates; • the impact of competition in the non-prime residential lending market and in the commercial real estate lending market on our ability to adequately price, underwrite and originate our loans; • the impact of competition and pricing environments on loan and deposit products and the resulting effect upon our net interest margin and net gain on sale; • changes in our ability to originate loans, and any changes in the cost and volume of loans originated as a result thereof; • the effectiveness of our interest risk management, including hedging, on our funded and unfunded loans; • the ability to access the necessary capital resources in a cost-effective manner to fund loan originations, the condition of the whole loan sale and securitization markets and the timing of sales and securitizations; • our ability to sell or securitize the residential real estate loans we originate, the pricing and valuation of existing and future loans, and the net premiums realized upon the sale of such loans; • our ability to sell certain of the commercial real estate loans and foreclosed real estate in our portfolio and the net proceeds realized upon the sale of such; • the impact of changes in the commercial and residential real estate markets, and changes in the fair values of our assets and loans, including the value of the underlying real estate collateral; • the ability to effectively manage our growth in assets and volume, including our lending concentrations, and to maintain acceptable levels of credit quality; • the ability to collect and realize the amounts outstanding, and the timing thereof, of loans and foreclosed real estate; • the ability to appropriately estimate an adequate level for the allowance for loan losses, the valuation reserve for loans held for sale, the loan repurchase reserve and the premium recapture reserve, as well as the fair value of the retained mortgage servicing rights and residual interests in securitizations; 16 Fremont General Corporation 2005 Financial Statements _________________________________________________________________ [67]Table of Contents • changes in various economic and other factors which influence the timing and ultimate realization of the cash flows supporting our estimate of fair value for our residual interests in securitized loans and mortgage servicing rights; • the effect of certain determinations or actions taken by, or the inability to secure regulatory approvals from, the Federal Deposit Insurance Corporation, the Department of Financial Institutions of the State of California or other regulatory bodies on various matters; • our ability to maintain cash flow sufficient for us to meet our debt service and other obligations; • the ability to maintain effective compliance with laws and regulations and control expenses, particularly in periods of significant growth for us; • the impact and cost of adverse state and federal legislation and regulations, litigation, court decisions and changes in the judicial climate; • the impact of changes in federal and state tax laws and interpretations, including tax rate changes, and the effect of any adverse outcomes from the resolution of issues with taxing authorities; • the ability to maintain an effective system of internal and financial disclosure controls, and to identify and remediate any control deficiencies, under the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and • other events, risks and uncertainties discussed elsewhere in this Form 10-K and from time to time in our other reports, press releases and filings with the Securities and Exchange Commission |
We undertake no obligation to publicly update such forward-looking statements |
Operating Results and Financial Condition May Vary Our profitability can be affected significantly by many factors including competition, the valuation of our loans, residential interests, mortgage servicing rights and other assets, access to capital, funding sources, and the secondary markets, the severity of loan losses, fluctuation in interest rates and the rate of inflation, legislation and regulations, court decisions, the judicial and regulatory climate and general economic conditions and trends, all of which are outside of our control |
In addition, results may be affected by the ability to contain expenses and to implement appropriate technological changes, particularly as a result of the significant growth experienced by us in our loan origination volume |
We have expended significant effort to upgrade our infrastructure to meet the requirements of this growth and expected future growth; however, we could be adversely affected if we were not able to effectively manage the impact of this growth, or be able to reduce expenses if origination volumes were significantly reduced |
Any of these factors could contribute to significant variation in our results of operations from quarter to quarter and from year to year |
During periods when economic conditions are unfavorable, we may not be able to originate new loan products or maintain the credit quality of our loans, both in the loans we hold for investment and those we hold for sale, as well as for those loans that have been securitized, at previously attained levels |
This may result in increased levels of non-performing assets and net credit losses, lower premiums for our loans and impairment in the valuation of our residual interests |
Changes in market interest rates, or in the relationships between various interest rates, could cause interest margins to be reduced and may result in significant changes in the prepayment patterns of our loans |
These risk factors could adversely affect the value of the loans (both held for investment and held for sale) and their related collateral, as well as the value of our residual interests and Fremont General Corporation 2005 Financial Statements 17 _________________________________________________________________ [68]Table of Contents mortgage servicing rights, all of which could adversely affect the results of operations and our financial condition |
Additionally, material deterioration in the performance of the residential real estate loans that have been sold by us in either whole loan sales or securitizations could adversely impact the pricing and structure of such future transactions |
Our ability to sell or securitize our loans is dependent upon the conditions and liquidity of the secondary markets, and the investor relationships that we have developed; our attempt to limit such risk through the continued development of existing and new relationships and maintaining appropriate liquidity levels |
The residential mortgage industry, in particular, is a cyclical business that generally performs better in a low interest rate environment |
The environment of historically low interest rates over the past two years has been very favorable for our origination volumes |
As the industry transitions to a higher interest rate environment, the demand for residential real estate loans is expected to decrease to some degree, which could result in lower origination volumes and net gains on residential real estate loans sold |
In addition, other external factors, including tax laws, the strength of various segments of the economy and demographics of our lending markets, could influence the level of demand for residential real estate loans |
The residential real estate market has benefited from strong housing price appreciation in recent years; this has supported residential real estate loan performance with loan losses being realized at record low levels during this time through reduced delinquencies, foreclosures and loss severities |
If housing price appreciation decelerates significantly or declines, credit losses would be expected to increase |
Higher credit losses may negatively impact the premiums for the loans the Company originates and impair the value of its residual interests |
Gain on the sale of loans is a large component of our earnings and would be adversely impacted by a significant decrease in residential real estate loan origination volume or in the premiums received on the sale of the loans, as well as significant increases in the cost of originating the loans |
The amount of gain on sale is also significantly impacted by the timing of loan sales and securitizations |
A number of factors influence the timing of loan sales and securitizations, including the current market pricing of the loans, liquidity requirements and other objectives |
The sale or securitization of loans have, from time to time, been delayed to a later period, and may be so delayed in future periods |
We have experienced strong net interest income margins on our loans held for investment and held for sale in the past two years, primarily as a result of a relatively low interest rate environment |
The transition to an increasing interest rate and flatter yield curve environment may put pressure on these margins as a result of lag, repricing and basis risk, as well as the impact of competition on the interest rates related to the various deposit products that we offer |
Lag risk results from the inherent timing difference between the repricing of adjustable-rate assets and liabilities |
Repricing risk is caused by the mismatch in the maturities between assets and liabilities |
Basis risk occurs when assets and liabilities have similar repricing frequencies but are tied to different market interest rate indices |
These risks and our ability to be effective in our interest rate risk management, especially during periods of significant growth in our loan origination volume, can produce volatility in net interest income during periods of interest rate movements and may result in lower net interest margins |
Our residential real estate loans in the unfunded pipeline or held prior to sale are exposed to changes in their fair value due to changes in interest rates |
We enter into various derivative financial contracts using hedging strategies in an effort to mitigate the impact of interest rate changes on an economic and, periodically, on an accounting basis also |
The overall effectiveness of these hedging strategies are subject to market conditions and our ability to accurately assess and estimate the characteristics of our hedged loans |
Hedging is susceptible to prepayment risk, market volatility and the quality of assumptions utilized; there can be no assurance as to how successful our hedging activities will be under various interest rate scenarios |
18 Fremont General Corporation 2005 Financial Statements _________________________________________________________________ [69]Table of Contents Allowance for Loan Losses May Prove to Be Inadequate We maintain an allowance for loan losses on our portfolio of loans held for investment in amounts that we believe are sufficient to provide adequate protection against potential losses |
To mitigate the somewhat higher credit risk of the lending that we primarily engage in and for the impact that adverse economic developments could have on our loans, we lend primarily on a senior and secured basis |
We also attempt to carefully evaluate the underlying collateral that secures these loans and to maintain underwriting standards that are designed to effect appropriate loan to collateral valuations and cash flow coverages |
Although we believe that our level of allowance is sufficient to cover probable credit losses, the allowance could prove to be inadequate due to unanticipated adverse changes in economic conditions or discrete events that adversely affect specific borrowers, industries or markets |
Any of these changes could impair our ability to realize, in the event of default by a borrower, the expected value of the collateral securing certain of our loans or the timing of the realization thereof |
We have increased the level of construction and condominium related lending in our portfolio, for which we have limited historical loss patterns to utilize in our risk evaluation, and may be subject to actual loss experience at higher levels than anticipated |
We also originate a substantial number of larger loans, any one of which could cause a significant increase in the level of non-performing loans |
A group of several large problem loans, or the impact from deteriorating conditions upon certain property type categories in which there exists a concentration, could cause the levels of non-performing loans and net-charge offs to significantly exceed historical levels previously experienced by us |
Competition May Adversely Affect Our Market Share and Operating Results We compete in markets that are highly competitive and are characterized by factors that vary based upon loan product and geographic region |
The markets in which we compete are typically characterized by a large number of competitors who compete for loans based primarily upon price, terms and loan structure |
FIL also competes for deposits to fund its operations |
Competition is highly price-sensitive and competitive forces could affect our ability to source adequately priced deposits |
We primarily compete with banks and mortgage lenders and finance companies, many of which are larger and have greater financial resources than us, and are less reliant on the secondary mortgage market as an outlet for their loan production (due to their greater capacity to hold loans for investment rather than for sale) |
The competitive forces of these markets could adversely affect our net interest income, gains on loan sales, loan origination volume, provision for loan losses or operating expenses |
Geographic and Property Type Concentrations of Business Could Adversely Affect Our Operations While we attempt to diversify our loan origination by geographic region, the geographic concentration of commercial and residential real estate loans remains in California |
At December 31, 2005, approximately 26prca of the commercial real estate loans in the portfolio, and 25prca of the residential real estate loans held for sale were collateralized by properties located in California |
Adverse events in California, such as real estate market declines or the occurrence of natural disasters upon property located therein, may have a more significant adverse effect upon our operating results and financial condition than if a higher percentage of loans were collateralized by properties located outside of California |
We also have concentrations in our commercial real estate loan portfolio as to collateral types, in particular, multi-family properties involving the conversion and construction of condominiums |
A deceleration or decline in the condominium market may adversely impact us |
While we believe that our underwriting guidelines are appropriate and maintain enhanced risk management processes for our significant market and property type concentrations, the occurrence of adverse events or economic deterioration impacting the markets or property type categories in which we have concentrations, may have a more significant adverse effect upon our financial condition than if the loan portfolio was more diverse |
Fremont General Corporation 2005 Financial Statements 19 _________________________________________________________________ [70]Table of Contents Regulatory Developments May Adversely Affect Our Operations Our industrial bank, Fremont Investment & Loan (“FIL”), is subject to supervision and regulation by the Federal Deposit Insurance Corporation and the Department of Financial Institutions of the State of California |
Federal and state regulations prescribe certain minimum capital requirements and, while FIL is currently in compliance with such requirements, in the future, additional capital contributions to FIL, or other actions, may be necessary in order to maintain compliance with such requirements |
Future changes in government regulation and policy could adversely affect the banking industry |
Such changes in regulations and policies may place restrictions on or make changes to our lending business, increase minimum capital requirements, restrict the ability to make dividends, and increase the costs of compliance and sourcing deposits |
The sub-prime residential real estate lending business is subject to extensive laws, regulations and ordinances that establish enhanced protections and remedies for borrowers who receive such loans |
Certain jurisdictions are examining the passage of further laws and rules, some of which extend beyond curbing predatory lending practices to restricting commonly accepted lending activities |
While the federal government is examining rules for achieving a national standard that would create consistency among various jurisdictions, further implementation of restrictive regulatory developments could reduce loan origination volume and could restrict, potentially significantly, the secondary market (for both whole loan sales and securitizations) for sub-prime residential real estate loans |
Such a reduction in origination volume or a restriction in market conditions could have a material adverse impact upon our future business prospects |
Liquidity Risk Our principal financing needs are to fund the origination of commercial and residential real estate loans and to provide liquidity as needed for ongoing operations and obligations |
The primary sources of funds to meet these needs currently include deposits, whole loan sales and securitizations, advances from the Federal Home Loan Bank (“FHLB”) and capital |
We also maintain warehouse lines of credit to supplement our primary funding sources |
Our ability to attract and maintain deposits, to access the secondary markets, to transact whole loan sales or securitizations of residential real estate loans, to access FHLB advances, to potentially obtain other sources of financing and to generate capital are critical to our ongoing operations |
Market conditions, regulatory status and our financial condition, in particular of FIL’s financial condition, are the primary factors governing our ability to maintain liquidity and to increase capital |
Adverse developments in any of these factors could have a negative impact upon us |