TEXAS REGIONAL BANCSHARES INC ITEM 1A RISK FACTORS The Company is subject to various risks in the normal course of business, including both risk factors that are unique to the Company and risk factors common to financial institutions and the banking industry as a whole |
Following is a description of some of the risk factors associated with the Company and its business activities |
The Company has taken pro-active steps to address each of these risks in order to ensure continuity of operations and sustainable future earnings growth |
PROFITABILITY LINKED TO BANKING ACTIVITIES Because the Company’s non-banking activities represent a very small portion of its business, its profitability will be directly attributable to the success of its banking subsidiary, Texas State Bank |
The Company’s banking activities compete with other banking institutions on the basis of service, convenience and, to some extent, price |
Due in part to both regulatory changes and consumer demands, banks have experienced increased competition from other financial entities offering similar products |
Competition from both bank and non-bank organizations is expected to continue |
The Company relies on the profitability of the Bank and dividends received from the Bank for payment of its operating expenses and satisfaction of its obligations |
As is the case with other similarly situated financial institutions, the profitability of the Bank, and therefore of the Company, will be subject to the fluctuating cost and availability of money, changes in the prime lending rate, changes in economic conditions in general and, because of the location of its banking centers, changes in economic conditions in Texas in particular |
SUCCESS RELIES ON SPECIFIC GEOGRAPHIC AREAS The Company’s profitability is dependent on the profitability of the Bank, which operates exclusively in the state of Texas, with substantial concentrations of its activities and assets in the Rio Grande Valley, Houston and East Texas markets |
In addition to adverse changes in general conditions in the United States, unfavorable changes in economic conditions affecting the areas in which the Bank operates, such as adverse effects of weather, changes in agricultural production, adverse changes in United States-Mexico relations, and adverse changes in the economic climate in Mexico, may have a significant adverse impact on operations of the Company |
10 ______________________________________________________________________ The Company’s entry into the Houston market in 2002, the Company’s acquisition of Southeast Texas and its banking center network in Beaumont, Port Arthur and other East Texas market areas in 2004, the Company’s acquisition of Mercantile in Dallas in early 2005 and its subsequent expansion in each of these areas has resulted in the diversification of the business of the Bank outside of its original base in the Rio Grande Valley |
REGULATED ENVIRONMENT The Company and the Bank are subject to extensive government regulation and supervision under various state and federal laws, rules and regulations, including rules and regulations promulgated by the Federal Reserve Board and the Texas Department of Banking |
These laws and regulations are designed primarily to protect the Bank Insurance Fund of the FDIC, depositors and borrowers, and to further certain social policies and, consequently, may impose limitations on the Company that may not be in the best interests of the Company and its shareholders |
As indicated above, the Bank is subject to the supervision of the Texas Department of Banking and, since the Bank is a Federal Reserve member bank, it is also subject to the supervision of its primary federal regulator, the Federal Reserve Board |
FLUCTUATIONS IN INTEREST RATES The Company realizes income primarily from the difference between interest earned on loans and investments and the interest paid on 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 |
In either event, if market interest rates should move contrary to the Company’s position, this “gap” will work against the Company, and its earnings may be negatively affected |
The Company may be unable to predict fluctuations of market interest rates, which are affected by the following factors: · inflation, · deflation, · recession, · increased unemployment, · tightening money supply, and · international disorder and instability in domestic and foreign financial markets |
The Company’s asset-liability management strategy, which is designed to control its risk from changes in market interest rates, may not be able to prevent changes in interest rates from having a material adverse effect on its results of operations and financial condition |
The Company places a high priority on matching its interest sensitive assets to its interest sensitive liabilities in order to maintain a predictable, continuing, stable base of net interest income, the largest contributor to the Company’s earnings |
See Item 7A herein for a detailed discussion of how the Company manages and monitors the risk resulting from exposure to changes in market interest rates |
ASSET QUALITY Evaluating and maintaining asset quality is an ongoing activity that applies both to the loan and securities portfolios, which together constitute 90dtta8prca of total assets |
11 ______________________________________________________________________ The Company’s loans held for investment, which represent 62dtta4prca of total assets, are made to customers throughout the areas served by the Bank |
The Bank has a written loan policy which sets standards for credit extensions and grants loan authority to individual loan officers and/or the loan committee |
Loans are carefully underwritten and structured and approved by the loan committee, when applicable, to ensure high-quality originations |
The Bank avoids “sub-prime” and high-risk loans, and requires that its loan officers and credit department follow in-house lending limits and monitor the total of loans outstanding to any one borrower |
The Bank’s lending policies preclude extending credit to challenged industries and under-capitalized borrowers |
After funding, individual loans and relationships are monitored for compliance with loan agreements and maintenance of collateral through on-site visits by loan officers and periodic credit analysis and review by the Loan Review department |
Credit concentrations, geographic diversification, industry trends and other macro-tools are utilized to manage and monitor the entire loan portfolio for asset quality |
By way of example, the Bank evaluates the effects of Hurricane Rita on borrowers in East Texas, monitors relationships that may be influenced by the Mexican economy and follows weather conditions in the Rio Grande Valley area that could affect agricultural-based loans |
When an existing relationship or credit is adversely affected or downgraded, it is the Bank’s policy to respond quickly to the changed conditions |
If the Company’s loan customers fail to repay their loans according to the terms of their loan agreement or if the collateral securing the payment of customers’ loans is insufficient to assure repayment, the Company may experience significant credit losses which could have a material adverse effect on its operating results |
The Company makes various assumptions and judgments about the collectibility of its loan portfolio, including the creditworthiness of its borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of its loans |
In determining the size of its allowance for loan losses, the Company relies on its experience and its evaluation of economic conditions |
If the Company’s assumptions prove to be incorrect, its 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 its loan portfolio |
In addition, federal and state regulators periodically review the Company’s allowance for loan losses and may require the Company to increase its provision for loan losses or recognize further loan charge-offs, based on judgments different from those of the Company’s management |
Material loan losses, or material additions to the Company’s allowance, could materially decrease net income |
The Bank’s securities portfolio represents 27dtta9prca of total assets |
The Bank’s policy is to purchase securities rated in Moody’s highest four categories |
Should subsequent declines in ratings occur, management may liquidate securities to maintain quality levels |
PERSONNEL RETENTION The Company relies heavily on its Chief Executive Officer |
The Company has experienced substantial growth in assets and deposits in the past, particularly since Glen E Roney became Chairman of the Board and Chief Executive Officer of the Company in 1985 |
Although Mr |
Roney is a substantial shareholder of the Company and is the beneficiary of a deferred compensation arrangement with the Company, the Company does not have an employment agreement with Mr |
Roney could have a material adverse effect on the Company’s business and prospects |
Loss of other key officers or experienced staff also represents a potentially serious risk to the Company |
The Company believes it has a solid core of management and employees who are fairly compensated and properly motivated to promote the Company’s long term interests and objectives |
To help attract and retain employees, the Company offers key employees a benefits package that includes salary, bonus, stock options and participation in the Company’s ESOP, as well as health insurance and paid 12 ______________________________________________________________________ vacations |
The Board of Directors has a Stock Option and Compensation Committee which is responsible for oversight of compensation and retention of employees |
The Committee periodically reviews and approves levels of base salaries and bonuses and incentive compensation program |
The Company also grants stock options to reward performance and provide incentives to key individuals |
OPERATIONAL RISK The Company maintains systems of internal control over operations, data processing, customer records, accounting, human resources, security, loan review, insurance, financial reporting and contingency planning |
Line managers monitor each of these systems to ensure (i) compliance with regulations and established policies, (ii) minimal disruptions to the business, (iii) security over customer information, (iv) accuracy of information, and (v) compliance with internal and external reporting requirements |
The internal audit department tests and monitors systems on a periodic basis |
Independent public accountants review internal control systems and audit the consolidated financial statements each year |
In the event any issue is not adequately addressed, employees, internal auditors, outside legal counsel and independent auditors are afforded an “open door” to direct such an issue to senior management and to members of the Board of Directors, as appropriate |
REGULATORY RISK The Bank is subject to federal and state banking laws |
As a bank holding company, the Company is subject to the Bank Holding Company Act |
As a public company, the Company is subject to legal restrictions and requirements, including reporting requirements, of the SEC, including regulations promulgated following passage by Congress of the Sarbanes-Oxley Act |
The regulations that most directly affect the Company and the Bank are in the areas of deposit gathering, lending, asset quality, capital adequacy, customer privacy, financial reporting and financial controls |
The Company’s policy is to fully comply with all regulatory requirements and the Company is periodically examined by the Federal Reserve Board |
The Bank is periodically examined by both the state banking regulators and the Federal Reserve Board |
Non-compliance with any applicable regulation could have material adverse consequences to the Company |
CAPITAL ADEQUACY AND LIQUIDITY The Company’s capital base is presently in excess of all regulatory minimum levels and is expected to continue to be at or above such levels |
However, should asset quality deteriorate, from excessive loan losses or otherwise, it is possible that additional capital or liquidity could be required |
Accordingly, the Company closely monitors key ratios to ensure that it maintains healthy margins and it monitors the strength and capacity of its counterparties |
The Company keeps an open dialogue with regulators and the policy goal is to meet or exceed all regulatory guidelines |
The Company complies with all SEC filing obligations and regularly communicates with larger shareholders, key underwriters and stock analysts to afford continued access to the public capital markets |
COMPETITION The Bank operates as a Texas regional bank with a market-leading presence in two markets, the Rio Grande Valley and the Beaumont-Port Arthur metropolitan area, and a presence in three additional major Texas markets, Houston, Corpus Christi (Coastal Bend) and Dallas |
In each of the markets in which it operates, the Bank experiences intense competition from other banks, thrifts, credit unions, mortgage banking companies, finance companies, securities brokerage companies, insurance agencies and money market mutual funds |
Many of these competitors have greater resources and larger lending limits than the Bank |
In addition, non-depository institution competitors are 13 ______________________________________________________________________ generally not subject to the extensive regulations applicable to the Bank or the Company |
The Company believes it successfully competes with these entities by offering superior personal attention to its customers, by empowering its senior lenders to make local-market credit decisions, by the convenience of its 73 retail banking centers, by offering new and innovative products and services, by capitalizing on the Texas State Bank brand name and reputation and through the dedication and motivation of its experienced officers, employees and directors |