MIDWEST BANC HOLDINGS INC Item 1A Risk Factors The Company’s business, financial condition or results of operations could be materially adversely affected by any of these risks |
Changes in economic conditions, in particular an economic slowdown in Chicago, Illinois, could hurt the Company’s business materially |
The Company’s business is directly affected by factors such as economic, political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies and inflation, all of which are beyond its control |
Deterioration in economic conditions, in particular an economic slowdown in Chicago, Illinois, 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 its products and services may decline; • low cost or noninterest bearing deposits may decrease; and • collateral for loans made by us, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with the Company’s existing loans |
A large percentage of the Company’s loans are collateralized by real estate, and an adverse change in the real estate market may result in losses and adversely affect its profitability |
Approximately 84dtta9prca of the Company’s loan portfolio as of December 31, 2005 was comprised of loans collateralized by real estate; a substantial portion of this real estate collateral is located in the Chicago market |
An adverse change in the economy affecting real estate values generally or in the Chicago market specifically could significantly impair the value of the Company’s collateral and its ability to sell the collateral upon foreclosure |
In the event of a default with respect to any of these loans, amounts received upon sale of the collateral may be insufficient to recover outstanding principal and interest on the loan |
As a result, the Company’s profitability could be negatively impacted by an adverse change in the real estate market |
The Company’s business is subject to interest rate risk and fluctuations in interest rates may adversely affect its earnings |
The majority of the Company’s assets and liabilities are monetary in nature and subject to risk from changes in interest rates |
Like most financial institutions, the Company’s earnings and profitability depend significantly on its net interest income, which is the difference between interest income on interest-earning assets, such as loans and investment securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings |
The Company expects that it will periodically experience “gaps” in the interest rate sensitivities of its assets and liabilities, meaning that either its interest-bearing liabilities will be more sensitive to changes in market interest rates than its interest-earning assets, or vice versa |
However, the actual effect of 17 _________________________________________________________________ changing interest rates on the Company’s earnings may vary due to the speed and magnitude of the changes, the degree to which short-term and long-term rates are similarly affected, and other factors |
The Company’s asset-liability management strategy may not be able to control its risk from changes in market interest rates, and it may not be able to prevent changes in interest rates from having a material adverse effect on its results of operations and financial condition |
In addition, the Company is unable to predict or control fluctuations of market interest rates, which are affected by many factors, including the following: • inflation; • recession; • changes in unemployment; • the money supply; and • international disorder and instability in domestic and foreign financial markets |
Changes in interest rates may also adversely affect the growth rate of the Company’s loans and deposits, the quality of its loan portfolio, loan and deposit pricing, the volume of loan originations in its mortgage banking business and the value that it can recognize on the sale of mortgage loans in the secondary market |
The Company’s allowance for loan losses may not be sufficient to cover actual loan losses, which could adversely affect its results of operations |
As a lender, the Company is exposed to the risk that its loan customers may not repay their loans according to their terms and that the collateral securing the payment of these loans may be insufficient to assure repayment |
The Company may experience significant loan losses which could have a material adverse effect on its operating results |
Management makes various assumptions and judgments about the collectibility of the Company’s loan portfolio, which are based in part on: • current economic conditions and their estimated effects on specific borrowers; • an evaluation of the existing relationships among loans, potential loan losses and the present level of the allowance; • results of examinations of the Company’s loan portfolios by regulatory agencies; and • management’s internal review of the loan portfolio |
The Company maintains an allowance for loan losses in an attempt to cover probable incurred loan losses inherent in its loan portfolio |
Additional loan losses will likely occur in the future and may occur at a rate greater than the Company has experienced to date |
In determining the size of the allowance, the Company relies on an analysis of its loan portfolio, its experience, and its evaluation of general economic conditions |
If the Company’s assumptions and analysis prove to be incorrect, its current allowance may not be sufficient |
In addition, adjustments may be necessary to allow for unexpected volatility or deterioration in the local or national economy or other factors such as changes in interest rates that may be beyond its control |
Material additions to the allowance would materially decrease the Company’s net income |
In addition, federal regulators periodically review the Company’s allowance for loan losses and may require it to increase its provision for loan losses or recognize further loan charge-offs, based on judgments different than those of the Company’s management |
Any increase in the Company’s loan allowance or loan charge-offs as required by these regulatory agencies could have a material adverse effect on its results of operations |
An interruption in or breach in security of the Company’s information systems may result in a loss of customer business |
The Company relies heavily on communications and information systems to conduct its business |
Any failure or interruptions or breach in security of these systems could result in failures or disruptions in its customer relationship management, general ledger, deposits, servicing, or loan origination systems |
The 18 _________________________________________________________________ occurrence of any failures or interruptions could result in a loss of customer business and have a material adverse effect on the Company’s results of operations and financial condition |
The Company’s ability to pay dividends and make payment on its debt securities is dependent on the earnings of its subsidiaries and is subject to other restrictions |
Most of the Company’s revenues available for payment of dividends and to make payments on its debt securities derive from amounts paid to it by its subsidiary bank |
Under applicable banking law, the total dividends declared in any calendar year by a state-chartered bank (the Bank) may not, without the approval of the Federal Reserve, or the FDIC, as the case may be, exceed the aggregate of the bank’s net profits and retained net profits for the preceding two years |
The Bank is also subject to limits on dividends under the Illinois Banking Act |
If, in the opinion of the federal bank regulatory agency, a depository institution under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the depository institution, could include the payment of dividends), the agency may require that the bank cease and desist from the practice |
The Federal Reserve has similar authority with respect to bank holding companies |
In addition, the federal bank regulatory agencies have issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings |
Finally, these regulatory authorities have established guidelines with respect to the maintenance of appropriate levels of capital by a bank, bank holding company or savings association under their jurisdiction |
Compliance with the standards set forth in these guidelines could limit the amount of dividends that the Company and its affiliates may pay in the future |
Under the terms of junior indentures the Company has issued, it has agreed not to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its common stock or preferred stock if, at that time, there is a default under the junior indenture or a related guarantee or it has delayed interest payments on the securities issued under the junior indenture |
The Company also has dividend limitations under its revolving line of credit agreement |
The Company’s business may be adversely affected by the highly regulated environment in which it operates |
The Company is subject to extensive federal and state legislation, regulation and supervision |
The burden of regulatory compliance has increased under current legislation and banking regulations and is likely to continue to have or may have a significant impact on the financial services industry |
Recent legislative and regulatory changes, as well as changes in regulatory enforcement policies and capital adequacy guidelines, are increasing the Company’s costs of doing business and, as a result, may create an advantage for its competitors who may not be subject to similar legislative and regulatory requirements |
In addition, future regulatory changes, including changes to regulatory capital requirements, could have an adverse impact on the Company’s future results |
In addition, the federal and state bank regulatory authorities who supervise the Company have broad discretionary powers to take enforcement actions against banks for failure to comply with applicable regulations and laws |
If the Company fails to comply with applicable laws or regulations, it could become subject to enforcement actions that have a material adverse effect on its future results |
The Company could encounter difficulties or unexpected developments related to any future acquisitions |
The Company plans to pursue potential acquisitions of other community-oriented banks as well as specialty lending and related financial services businesses which could also present challenges relating to the integration of the operations of acquired businesses into its organization |
To the extent acquisitions divert a significant amount of management time and attention, the Company’s business could be disrupted |
Provisions in the Company’s amended and restated certificate of incorporation and its amended and restated by-laws may delay or prevent an acquisition of the Company by a third party |
The Company’s amended and restated certificate of incorporation and its amended and restated by-laws contain provisions that may make it more difficult for a third party to gain control or acquire the Company 19 _________________________________________________________________ without the consent of its board of directors |
These provisions also could discourage proxy contests and may make it more difficult for dissident stockholders to elect representatives as directors and take other corporate actions |
These provisions of the Company’s governing documents may have the effect of delaying, deferring or preventing a transaction or a change in control that some or many of its stockholders might believe to be in their best interest |