Risk Factors Our business exposes us to certain risks |
The following is a discussion of what management presently believes are the most significant risks and uncertainties that may affect our business, financial condition and future results |
Our primary market area is substantially dependent on gaming and tourism revenue, and a downturn in gaming or tourism could hurt our business and our prospects |
Our business is concentrated in the Las Vegas, Nevada area |
The economy of the Las Vegas metropolitan area is unique in the United States for its level of dependence on services and industries related to gaming and tourism |
Any event that negatively impacts the gaming or tourism industry will adversely impact the Las Vegas economy |
Gaming and tourism revenue (whether or not such tourism is directly related to gaming) is vulnerable to fluctuations in the national economy |
A prolonged downturn in the national economy could have a significant adverse effect on the economy of the Las Vegas area |
Virtually any development or event that could dissuade travel or spending related to gaming and tourism, whether inside or outside of Las Vegas, could adversely affect the Las Vegas economy |
In this regard, the Las Vegas economy is more susceptible than the economies of other cities to issues such as higher gasoline and other fuel prices, increased airfares, unemployment levels, recession, rising interest rates, and other economic conditions, whether domestic or foreign |
Gaming and tourism are also susceptible to certain political conditions or events, such as military hostilities and acts of terrorism, whether domestic or foreign |
A terrorist act, or the mere threat of a terrorist act, may adversely affect the Las Vegas economy and may cause substantial harm to our business |
A deterioration in economic conditions generally, and a slowdown in gaming and tourism activities in particular, could result in the following consequences, any of which could adversely affect our business, financial condition, results of operations and prospects: • Loan delinquencies may increase; • Problem assets and foreclosures may increase; • Demand for our products and services may decline; and • Collateral for loans made by us may decline in value, reducing a customer’s borrowing power, and reducing the value of assets and collateral associated with our loans |
We have a high concentration of loans secured by real estate and a downturn in the real estate market, for any reason, could hurt our business and our prospects |
At December 31, 2005, 88prca of our loan portfolio was comprised of loans secured by real estate |
Of the loans secured by real estate, approximately: • 18prca are secured by raw land; • 34prca are commercial real estate loans; • 46prca are construction and/or land development loans; and • 2prca are other real estate loans |
These real estate-secured loans are concentrated in the Clark County, Nevada, area, which includes Las Vegas |
A downturn in the local economy could have both a material adverse effect on a borrower’s ability to repay these loans, as well as the value of the real property held as collateral |
In that regard, the FDIC has recently issued a 11 _________________________________________________________________ [42]Table of Contents pronouncement voicing its concern nationwide about banks which have a heavy concentration of commercial real estate loans as a percentage of their capital |
We are aware of this regulatory concern and are monitoring this area carefully |
In addition, land values in Nevada are influenced by the amount of land sold by the federal Bureau of Land Management, which controls 67prca of Nevada’s land, according to the Nevada State Office of the Bureau of Land Management |
Changes to the federal Bureau of Land Management distribution policies on Nevada land, including increasing the amount of land available for sale each year, could depress the value of Nevada real estate |
Our ability to recover on defaulted loans by foreclosing and selling the real estate collateral would then be diminished and we would be more likely to suffer losses on defaulted loans |
We may not be able to successfully continue our historical growth, which could adversely affect our future operations |
We have grown substantially, from dlra39 million in total assets and dlra33 million in total deposits at December 31, 1999, to dlra391 million in total assets and dlra332 million in total deposits at December 31, 2005 |
We expect to continue to grow our assets, deposits, the number of our clients, and the scale of our operations generally, including our expectation that we will open additional branch locations |
Our future success will depend in part on our continued ability to manage our growth |
We can give no assurance that we will be able to sustain our historical growth rates, be able to grow at all or successfully manage any growth |
Our business strategy involves, among other things, continued growth of our assets and loan portfolio; the opening of new branches to increase our retail presence in our market area; the recruitment of experienced commercial bankers and other key employees; the increase of our customer base; and the effective leveraging of our capital, each with the overriding objective of growing our business |
Our ability to continue to grow depends, in part, upon our ability to identify favorable loan and investment opportunities, open new branch locations and successfully attract deposits to existing and new branches |
There can be no assurance that our management will be able to effectively continue to implement our business strategy, and we may encounter unanticipated obstacles in implementing our strategy |
If we are unable to expand our business, as we anticipate, we may be unable to realize any benefit from the investments we have made to support our future growth |
If this occurs, we may not be able to achieve or maintain profitability |
We may have difficulty managing our growth, which may divert resources and limit our ability to successfully expand our operations |
We believe that we have built our management team and personnel, and established an infrastructure, to support our future growth |
Our future success will depend on the ability of our officers and key employees to continue to implement and improve our operational, financial and management controls and processes, reporting systems and procedures, and to manage a growing number of client relationships |
We may not be able to successfully implement improvements to our management information and control systems and control procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls |
In particular, our controls and procedures must be able to accommodate an increase in expected loan volume and the infrastructure that comes with new branches |
Thus, we cannot assure you that our growth strategy will not place a strain on our administrative and operational infrastructure |
If we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth; any one of which could adversely affect our business |
12 _________________________________________________________________ [43]Table of Contents Our business would be harmed if we lost the services of any of our senior management team |
We believe that our success to date and our prospects for success in the future are substantially dependent on our senior management team, which includes Barry Hulin, our President and Chief Executive Officer, Steve Gilbert, our Chief Operating Officer, Dick Holtzclaw, our Chief Financial Officer and Mark Affeldt, our Chief Credit Officer |
We also believe that our success is dependent on retaining our key senior business development officers |
The loss of the services of any of these persons, particularly Mr |
We have entered into an employment agreement with Mr |
Hulin, but we have not entered into employment agreements with the other members of our senior management team or senior business development officers |
In light of the relatively small number of persons involved in the Las Vegas area banking industry, we could have difficulty replacing any of our senior management team or senior business development officers with equally competent persons who are also familiar with our market area |
Our growth could be hindered unless we are able to recruit additional, qualified employees |
The Las Vegas area is experiencing a period of rapid growth, placing a premium on highly qualified employees in a number of industries, including the financial services industry |
Our business plan includes, and is dependent upon, our hiring and retaining highly qualified and motivated executives and employees at every level, and, in particular, experienced loan originators and branch managers |
We expect to experience substantial competition in our endeavor to identify, hire and retain the top-quality employees that we believe are key to our future success |
If we are unable to hire and retain qualified employees, we may not be able to grow our franchise and successfully execute our business strategy |
There is intense competition in our market area, and we cannot assure you that we will be able to successfully compete |
Commercial banking in Clark County, including Las Vegas, is a highly competitive business |
Increased competition in our market may result in reduced loans and deposits |
Valley Bank competes for loans and deposits with other commercial banks, savings and loan associations, credit unions and finance companies operating in the Las Vegas area and elsewhere in Nevada |
Valley Bank also competes with credit unions, small loan companies, insurance companies, mortgage companies, finance companies, brokerage houses, other financial institutions and out-of-state financial intermediaries, some of which are not subject to the same degree of regulation and restriction as Valley Bank and some of which have financial resources greater than those of Valley Bank |
Areas of competition include interest rates for loans and deposits and efforts to obtain loan and deposit customers |
Technological advances continue to contribute to greater competition in domestic and international products and services |
Ultimately, we may not be able to compete successfully against current and future competitors |
Fluctuating interest rates can adversely affect our profitability |
Our profitability is dependent to a large extent upon net interest income, which is the difference (or “spread”) between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities |
Because of the differences in maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-earning liabilities |
Accordingly, fluctuations in interest rates could adversely affect our interest rate spread, and, in turn, our profitability |
We cannot assure you that we can minimize our interest rate risk |
In addition, interest rates also affect the amount of money we can lend |
When interest rates rise, the cost of borrowing also increases |
Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest spread, asset quality, loan origination volume, business and prospects |
13 _________________________________________________________________ [44]Table of Contents Our allowance for loan losses may not be adequate to cover actual losses |
A significant source of risk arises from the possibility that losses could be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans |
The underwriting and credit monitoring policies that we have adopted to address this risk may not prevent unexpected losses that could have a material adverse affect on our business |
Like all financial institutions, we maintain an allowance for loan losses to provide for loan defaults and non-performance |
Our allowance for loan losses is heavily based on our historical loss experience, which generally has been low |
Accordingly, if this historical trend changes, our allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan losses could materially and adversely affect our business |
At December 31, 2005, we had 105 loans in excess of dlra1 million each, totaling dlra226 million, or 75prca of our loan portfolio |
Our net income would be adversely affected if we had to make a provision for loan losses for any of our loans, but in particular, for these larger loans in our portfolio |
Our allowance for loan losses is based on our prior experience and peer bank experience, as well as an evaluation of the known risks in the current portfolio, composition and growth of the loan portfolio and economic factors |
The determination of the appropriate level of loan loss allowance is an inherently difficult process and is based on numerous assumptions |
The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond our control and these losses may exceed current estimates |
We cannot assure you that we will not increase the allowance for loan losses further or that regulators will not require us to increase this allowance |
Either of these occurrences could adversely affect our business and prospects |
An expansion of permissible gaming activities in other states, particularly in California, may lead to a decline in gaming revenue in Las Vegas, which could hurt our business and our prospects |
Las Vegas competes with other areas of the country for gaming revenue, and it is possible that the expansion of gaming operations in other states, as a result of changes in laws or otherwise, could significantly reduce gaming revenue in the Las Vegas area |
This is particularly true of gaming operations in California, a state from which Nevada generally, and Las Vegas in particular, draw substantial year-round clientele |
Agreements negotiated between the State of California and certain Indian tribes as well as other proposals currently under consideration in California may result in substantial additional growth in casinos throughout the state |
In addition, other California legislative proposals could permit an expansion of gaming activities allowed in card clubs, including the addition of slot machines |
A dramatic growth in casino gaming in California or other states could have a substantial adverse effect on gaming revenue in Nevada, including the Las Vegas area, which would adversely affect the Las Vegas economy and our business |
We are exposed to risk of environmental liabilities with respect to properties to which we take title |
About 88prca of our outstanding loan portfolio at December 31, 2005 was secured by real estate |
In the course of our business, we may foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties |
We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property |
The costs associated with investigation or remediation activities could be substantial |
In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property |
These costs and claims could adversely affect our business and prospects |