INTEGRA BANK CORP ITEM 1A RISK FACTORS The following are the material risks and uncertainties that management believes are relevant to the Company |
You should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report |
These are not the only risks facing the Company |
Additional risks and uncertainties that management is not aware of, focused on, or that management currently deems immaterial may also impair the Company’s business operations |
Any forward looking statements in this report are qualified by reference to these risk factors |
See Item 7 “Management Discussion and Analysis of Financial Condition and Results of Operations” for an explanation of forward looking statements |
If any of the following risks actually occur, the Company’s financial condition and results of operations could be materially and adversely affected |
RISKS RELATED TO OUR BUSINESS We Are Subject To Interest Rate Risk Our earnings and cash flows are largely dependent upon our net interest income |
Net interest income is the difference between interest income earned on interest-earning assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds |
Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various 8 _________________________________________________________________ [60]Table of Contents governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System |
Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the amount of interest we pay on deposits and borrowings, but such changes could also affect (1) our ability to originate loans and obtain deposits, (2) the fair value of our financial assets and liabilities, and (3) the average duration of our securities portfolio |
If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected |
Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings |
Although we believe we have implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected, prolonged change in market interest rates or continual flattening or inversion of the yield curve could have a material adverse effect on our financial condition and results of operations |
We Are Subject To Lending Risk There are inherent risks associated with our lending activities |
These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where we operate |
Increases in interest rates, minimum required payments, energy prices and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans, the value of the collateral securing loans, or demand for our loan products |
We are also subject to various laws and regulations that affect our lending activities |
Failure to comply with applicable laws and regulations could subject us to regulatory enforcement action that could result in the assessment of significant civil money penalties |
As of December 31, 2005, approximately 55prca of our loan portfolio consisted of commercial and industrial, agricultural, construction and commercial real estate loans |
These types of loans are typically larger than residential real estate and consumer loans, which make up the remaining 45prca of our loan portfolio |
Because the portfolio contains a significant number of commercial and industrial, agricultural, construction and commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in non-performing loans |
An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on our financial condition and results of operations |
Our Allowance For Possible Loan Losses May Be Insufficient We maintain an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense |
This reserve represents our best estimate of probable losses that have been incurred within the existing portfolio of loans |
The allowance, in our judgment is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio |
The level of the allowance reflects our ongoing evaluation of various factors, including growth of the portfolio, an analysis of individual credits, adverse situations that could affect a borrower’s ability to repay, prior and current loss experience, the results of regulatory examinations, and current economic conditions |
The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes |
Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses |
In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management |
In addition, if charge-offs in future periods exceed the allowance for possible loan losses, we will need additional provisions to increase the allowance for possible loan losses |
Any increases in the allowance for possible loan losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on our financial condition and results of operations |
9 _________________________________________________________________ [61]Table of Contents Our Profitability Depends Significantly On Economic Conditions In The States of Indiana, Illinois, Kentucky, and Ohio Our success depends primarily on the general economic conditions of the specific local markets in which we operate |
Unlike larger national or other regional banks that are more geographically diversified, we provide banking and financial services primarily to customers in Southern Indiana, Southern Illinois and Western and Northeast Kentucky |
In addition, we have commercial real estate loan production (“LPO”) offices located in Cleveland and Cincinnati Ohio, as well as Louisville, Kentucky |
The local economic conditions in these areas have a significant impact on the demand for our products and services as well as the ability of our customers to repay loans, the value of the collateral securing loans and the stability of our deposit funding sources |
A significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, outbreak of hostilities or other domestic occurrences, unemployment, changes in securities markets or other factors could impact these local economic conditions and, in turn, have a material adverse effect on our financial condition and results of operations |
We Operate In A Highly Competitive Industry and Market Area We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources |
Such competitors primarily include national, regional, and community banks within the various markets in which we operate |
We also face competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries |
Additionally, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems |
Some of our competitors have fewer regulatory constraints and may have lower cost structures |
Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can |
Local or privately held community banking organizations in certain markets may price or structure their products in such a way that it makes it difficult for us to compete in those markets in a way that allows us to meet our profitability or credit goals |
Our ability to compete successfully depends on a number of factors, including, among other things: 1 |
The ability to develop, maintain and build upon long-term customer relationships |
The ability to expand our market position |
The scope, relevance and pricing of products and services |
The rate at which we introduce new products and services |
Customer satisfaction |
Industry and general economic trends |
Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations |
We Are Subject To Extensive Government Regulation and Supervision We are subject to extensive federal and state regulation and supervision |
Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders |
These regulations affect several areas, including our lending practices, capital structure, investment practices, dividend policy and growth, and requirements to maintain the confidentially of information relating to our customers |
Congress and federal agencies continually review banking laws, regulations and policies for possible changes |
Changes to statutes, regulations or regulatory policies, including changes in interpretation of statutes, regulations or policies could affect us in substantial and unpredictable ways |
Such changes could subject us to additional costs, limit the types of financial services and products we may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things |
Failure to comply with laws, 10 _________________________________________________________________ [62]Table of Contents regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations |
While we have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur |
Our Controls and Procedures May Fail or Be Circumvented We regularly review and update our internal controls, disclosure controls and procedures, and corporate governance policies and procedures |
Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met |
Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could result in fraud, operational or other losses that adversely impact our business, results of operations and financial condition |
Fraud risks could include fraud by employees, vendors, customers or anyone we or our customers do business or come in contact with |
The Parent Company Relies On Dividends From Integra Bank For Most Of Its Revenue The parent company, Integra Bank Corporation, is a separate and distinct legal entity from its subsidiaries |
It receives substantially all of its revenue from dividends from the Bank |
These dividends are the principal source of funds to pay dividends on the parent company’s common stock and interest and principal on the parent company’s debt |
Federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to the parent company |
Also, a holding company’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors |
In the event the Bank is unable to pay dividends to the parent company, the parent company may not be able to service debt, pay obligations or pay dividends on its common stock |
The inability to receive dividends from the Bank could have a material adverse effect on our business, financial condition and results of operations |
Potential Acquisitions May Disrupt Our Business and Dilute Stockholder Value We seek merger or acquisition partners that are culturally similar and have experienced management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale or expanded services |
Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including, among other things: • Potential exposure to unknown or contingent liabilities of the target company |
• Exposure to potential asset quality issues of the target company |
• Difficulty and expense of integrating the operations and personnel of the target company |
• Potential disruption to our business |
• Potential diversion of our management’s time and attention |
• The possible loss of key employees and customers of the target company |
• Difficulty in estimating the value of the target company |
We evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies |
As a result, merger or acquisition discussions and, in some cases, negotiations may take place and future mergers or acquisitions involving cash, debt or equity securities may occur at any time |
Acquisitions typically involve the payment of a premium over book and market values, and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction |
Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from an acquisition could have a material adverse effect on our financial condition and results of operations |
11 _________________________________________________________________ [63]Table of Contents We May Not Be Able To Attract and Retain Skilled People Our success depends, in large part, on our ability to attract and retain key people |
Competition for the best people in most activities engaged in by us can be intense and we may not be able to hire people or to retain them |
The unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our local markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel |
Our Information Systems May Experience An Interruption Or Breach In Security We rely heavily on communications and information systems to conduct our business |
Any failure, interruption or breach in security of these systems could result in failures or disruptions in our general ledger, deposit, loan and other systems, including risks to data integrity |
While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed |
The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations |
We Continually Encounter Technological Change The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services |
The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs |
Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations |
Many of our competitors have substantially greater resources to invest in technological improvements |
We may not be able to effectively implement new technology-driven products and services or be successfully in marketing these products and services to our customers |
Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations |