SUSQUEHANNA BANCSHARES INC Item 1A Risk Factors We may not be able to continue to grow our business, which may adversely impact our results of operations |
Our total assets have grown from approximately dlra3dtta5 billion at December 31, 1997, prior to restatements for pooling of interests, to dlra7dtta5 billion at December 31, 2005 |
Our business strategy calls for continued expansion |
Our ability to continue to grow depends, in part, upon our ability to open new branch locations, successfully attract deposits, identify favorable loan and investment opportunities and acquire other bank and non-bank entities |
In the event that we do not continue to grow, our results of operations could be adversely impacted |
Our ability to grow successfully will depend on whether we can continue to fund this growth while maintaining cost controls and asset quality, as well as on factors beyond our control, such as national and regional economic conditions and interest rate trends |
If we are not able to control costs and maintain asset quality, such growth could adversely impact our earnings and financial condition |
If we are unable to complete our pending merger with Minotola, or we are unable to successfully integrate operations or achieve the anticipated cost savings relating to the integration of our operations, we may experience significant charges to earnings that may adversely affect our stock price, operating results and financial condition |
In November 2005, we entered into a definitive agreement to acquire by merger all of the outstanding shares of Minotola National Bank |
Minotola received approval of the merger from its shareholders; regulatory approval is still pending |
Under the terms of the merger agreement, in addition to various termination rights granted to each of us and Minotola for breach of representations, warranties and covenants, Minotola may unilaterally terminate the merger if our stock price falls below certain levels as described in the merger agreement, and if we do not elect to increase the amount of merger consideration to be paid to Minotola shareholders to appropriately adjust for such a decline in our stock price |
If the transaction does not close for any reason, we will not realize the anticipated benefits of the Minotola transaction |
We must consolidate and integrate the operations of Minotola with our business |
Integration efforts often take a significant amount of time, place a significant strain on our managerial, operational and financial resources and could prove to be more difficult and expensive than we predicted |
If we fail to realize the expected benefits from this acquisition, or from acquisitions we may consummate in the future, whether as a result of unidentified risks, integration difficulties, regulatory setbacks or otherwise, our business, results of operations and financial condition could be adversely affected |
In addition, if we are unable to complete the merger with Minotola, we will experience charges for merger and merger related expenses that may include transactions costs, such as fees for attorneys and accountants |
The incurrence of these charges could adversely affect our results of operations for particular quarterly or annual periods |
Geographic concentration in one market may unfavorably impact our operations |
Our operations are heavily concentrated in the Mid-Atlantic region |
As a result of this geographic concentration, our results depend largely on economic conditions in these and surrounding areas |
Deterioration in economic conditions in this market could: • increase loan delinquencies; • increase problem assets and foreclosures; • increase claims and lawsuits; 15 ______________________________________________________________________ [41]Table of Contents • decrease the demand for our products and services; and • decrease the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with nonperforming loans and collateral coverage |
Loss of certain of our key officers would adversely affect our business |
Our future operating results are substantially dependent on the continued service of William J Reuter, our Chairman, President and Chief Executive Officer; Gregory A Duncan, our Executive Vice President and Chief Operating Officer; Drew K Hostetter, our Executive Vice President and Chief Financial Officer; Michael M Quick, our Executive Vice President and Group Executive; James G Pierne, our Senior Vice President and Group Executive; and Bernard A Francis, Jr, our Senior Vice President and Group Executive |
Reuter, Duncan, Hostetter, Quick, Pierne, and Francis would have a negative impact on our business because of their expertise and years of industry experience |
Reuter would have a negative impact on our business because of his leadership, business development skills and community involvement |
We do not maintain key man life insurance on Messrs |
Our exposure to credit risk, because we focus on commercial lending, could adversely affect our earnings and financial condition |
There are certain risks inherent in making loans |
These risks include interest rate changes over the time period in which loans may be repaid, risks resulting from changes in the economy, risks inherent in dealing with borrowers and, in the case of a loan backed by collateral, risks resulting from uncertainties about the future value of the collateral |
Commercial loans, including commercial real estate, are generally viewed as having a higher credit risk than residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of default during an economic downturn |
Our consolidated commercial lending operations include commercial, financial and agricultural lending, real estate construction lending and commercial mortgage lending, which comprised 16dtta0prca, 17dtta9prca and 24dtta1prca of our total loan portfolio, respectively, as of December 31, 2005 |
Construction financing typically involves a higher degree of credit risk than commercial mortgage lending |
Risk of loss on a construction loan depends largely on the accuracy of the initial estimate of the property’s value at completion of construction compared to the estimated cost (including interest) of construction |
If the estimated property value proves to be inaccurate, the loan may be inadequately collateralized |
Because our loan portfolio contains a significant number of commercial real estate, commercial and industrial loans and construction loans, the deterioration of these loans may cause a significant increase in nonperforming loans |
An increase in nonperforming loans could cause an increase in loan charge-offs and a corresponding increase in the provision for loan losses, which could adversely impact our financial condition and results of operations |
If our allowance for loan and lease losses is not sufficient to cover actual loan and lease losses, our earnings would decrease |
In an attempt to mitigate any loan and lease losses that we may incur, we maintain an allowance for loan and lease losses based on, among other things, national and regional economic conditions, historical loss experience and delinquency trends |
However, we cannot predict loan and lease losses with certainty, and we cannot assure you that charge-offs in future periods will not exceed the allowance for loan and lease losses |
If charge-offs exceed our allowance, our earnings would decrease |
In addition, regulatory agencies, as an integral part of their examination process, review our allowance for loan and lease losses and may require additions to the allowance based on their judgment about information available to them at the time of their examination |
Factors that require an increase in our allowance for loan and lease losses could reduce our earnings |
16 ______________________________________________________________________ [42]Table of Contents Changes in interest rates may adversely affect our earnings and financial condition |
Our net income depends primarily upon our net interest income |
Net interest income is income that remains after deducting, from total income generated by earning assets, the interest expense attributable to the acquisition of the funds required to support earning assets |
Income from earning assets includes income from loans, investment securities and short-term investments |
The amount of interest income is dependent on many factors including the volume of earning assets, the general level of interest rates, the dynamics of the change in interest rates and the levels of nonperforming loans |
The cost of funds varies with the amount of funds necessary to support earning assets, the rates paid to attract and hold deposits, rates paid on borrowed funds and the levels of non-interest-bearing demand deposits and equity capital |
Different types of assets and liabilities may react differently, and at different times, to changes in market interest rates |
We expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities |
That means either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa |
When interest-bearing liabilities mature or reprice more quickly than interest-earning assets, an increase in market rates of interest could reduce our net interest income |
Likewise, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce our net interest income |
We are unable to predict changes in market interest rates, which are affected by many factors beyond our control, including inflation, recession, unemployment, money supply, domestic and international events and changes in the United States and other financial markets |
We attempt to manage risk from changes in market interest rates, in part, by controlling the mix of interest- rate-sensitive assets and interest-rate-sensitive liabilities |
However, interest-rate risk management techniques are not exact |
A rapid increase or decrease in interest rates could adversely affect our results of operations and financial performance |
Adverse economic and business conditions in our market area may have an adverse effect on our earnings |
Substantially all of our business is with customers located within Pennsylvania, Maryland and New Jersey |
Generally, we make loans to small to mid-sized businesses whose success depends on the regional economy |
These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities |
Adverse economic and business conditions in our market area could reduce our growth rate, affect our borrowers’ ability to repay their loans and, consequently, adversely affect our financial condition and performance |
For example, a loss of market confidence in vehicle leasing paper and related residual values could have a negative effect on our vehicle leasing subsidiary’s ability to fund future vehicle lease originations |
If this should occur, our vehicle leasing subsidiary’s revenues and earnings would be adversely affected |
Further, we place substantial reliance on real estate as collateral for our loan portfolio |
A sharp downturn in real estate values in our market area could leave many of our loans inadequately collateralized |
If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings could be adversely affected |
If we are not able to securitize assets, it could negatively affect our liquidity and capital ratios |
We use the securitization of financial assets as a source of funding and a means to manage capital |
If we were not able to securitize these assets for any reasons, including without limitation, market conditions, a failure to maintain our investment-grade senior unsecured long-term debt ratings, or regulatory changes, it could negatively affect our capital ratios and require us to rely more heavily on other sources of funding such as repos, brokered deposits and the Federal Home Loan Bank (“FHLB”) |
Adverse business conditions in our vehicle leasing subsidiary could adversely affect our financial performance |
Through our subsidiary, Boston Service Company, Inc |
), we are involved in the vehicle leasing business |
In 2005, Hann suffered a decrease in its vehicle origination, servicing, and 17 ______________________________________________________________________ [43]Table of Contents securitization fees, due to a combination of decreased lease origination volumes and decreased fees from securitization transactions due to the current interest rate environment |
We believe that this reduction in volume principally resulted from special financing offers provided by the major automobile manufacturers with whom Hann competes |
If these special financing offers continue, our financial performance could be negatively impacted |
Additionally, in 2005, vehicle residual value expense at Hann increased significantly based upon service agreements with Auto Lenders Liquidation Center, Inc, a third party residual value guarantor |
Under the terms of these servicing agreements, vehicle residual value expense will be substantially less in 2006, 2007, and 2008 |
Beyond 2008, vehicle residual value expense could once again increase depending upon the used vehicle market conditions |
If this were to happen, it could have a negative impact on our financial performance after 2008 |
Competition from other financial institutions in originating loans, attracting deposits and providing various financial services may adversely affect our profitability |
Our banking subsidiaries face substantial competition in originating loans, both commercial and consumer |
This competition comes principally from other banks, savings institutions, mortgage banking companies and other lenders |
Many of our competitors enjoy advantages, including greater financial resources and higher lending limits, a wider geographic presence, more accessible branch office locations, the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs |
This competition could reduce our net income by decreasing the number and size of loans that our banking subsidiaries originate and the interest rates they may charge on these loans |
In attracting business and consumer deposits, our banking subsidiaries face substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds |
Many of our competitors enjoy advantages, including greater financial resources, more aggressive marketing campaigns and better brand recognition and more branch locations |
These competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to retain existing deposits or attract new deposits |
Increased deposit competition could adversely affect our ability to generate the funds necessary for lending operations |
Our banking and non-banking subsidiaries also compete with non-bank providers of financial services, such as brokerage firms, consumer finance companies, credit unions, insurance companies and governmental organizations which may offer more favorable terms |
Some of our non-bank competitors are not subject to the same extensive regulations that govern our banking operations |
As a result, such non-bank competitors may have advantages over our banking and non-banking subsidiaries in providing certain products and services |
This competition may reduce or limit our margins on banking and non-banking services, reduce our market share and adversely affect our earnings and financial condition |
We continually encounter technological change, and we may have fewer resources than many of our competitors to continue to invest in technological improvements, which could reduce our ability to effectively compete |
The financial services industry is undergoing rapid technological changes with frequent introduction of new technology-driven products and services |
In addition to better serving customers, the effective use of technology increases efficiency and enables financial service institutions to reduce costs |
Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services to enhance customer convenience, as well as to create additional efficiencies in our operations |
Many of our competitors have substantially greater resources to invest in technological improvements |
There can be no assurance that we will be able to effectively implement new technology-driven products and services, which could reduce our ability to effectively compete |
18 ______________________________________________________________________ [44]Table of Contents Government regulation significantly affects our business |
The banking industry is heavily regulated, and such regulations are intended primarily for the protection of depositors and the federal deposit insurance funds, not shareholders |
As a financial holding company, we are subject to regulation by the Federal Reserve Board |
Our three bank subsidiaries, as of December 31, 2005, are also regulated by the Federal Reserve Board and are subject to regulation by the state banking departments of the state in which they are chartered |
These regulations affect lending practices, capital structure, investment practices, dividend policy and growth |
In addition, we have non-bank operating subsidiaries from which we derive income |
Several of these non-bank subsidiaries engage in providing investment management and insurance brokerage services, which industries are also heavily regulated on both a state and federal level |
In addition, changes in laws, regulations and regulatory practices affecting the financial service industry may limit the manner in which we may conduct our business |
Such changes may adversely affect us, including our ability to offer new products and services, obtain financing, attract deposits, make loans and leases and achieve satisfactory spreads, and may also result in the imposition of additional costs on us |
As a public company, we are also subject to the corporate governance standards set forth in the Sarbanes-Oxley Act of 2002, as well as any applicable rules or regulations promulgated by the SEC or The NASDAQ Stock Market, Inc |
Complying with these standards, rules and regulations may impose administrative costs and burdens on us |
The Pennsylvania business corporation law and various anti-takeover provisions under our articles of incorporation could impede the takeover of the company |
Various Pennsylvania laws affecting business corporations may have the effect of discouraging offers to acquire Susquehanna, even if the acquisition would be advantageous to shareholders |
In addition, we have various anti-takeover measures in please under our articles of incorporation |
Any one or more of these measures may impede the takeover of Susquehanna without the approval of our board of directors and may prevent our shareholders from taking part in a transaction in which they could realize a premium over the current market price of our common stock |