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WTFC > SEC Filings for WTFC > Form 10-Q on 10-Aug-2009All Recent SEC Filings

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Form 10-Q for WINTRUST FINANCIAL CORP


10-Aug-2009

Quarterly Report


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition as of June 30, 2009, compared with December 31, 2008, and June 30, 2008, and the results of operations for the six month periods ended June 30, 2009 and 2008 should be read in conjunction with the Company's unaudited consolidated financial statements and notes contained in this report. This discussion contains forward-looking statements that involve risks and uncertainties and, as such, future results could differ significantly from management's current expectations. See the last section of this discussion for further information on forward-looking statements.
Overview and Strategy
Wintrust is a financial holding company providing traditional community banking services as well as a full array of wealth management services to customers in the Chicago metropolitan area and southern Wisconsin. Additionally, the Company operates other financing businesses on a national basis through several non-bank subsidiaries.
Community Banking
As of June 30, 2009, the Company's community banking franchise consisted of 15 community banks (the "Banks") with 79 locations. The Company developed its banking franchise through the de novoorganization of nine banks (55 locations) and the purchase of seven banks, one of which was merged into another of our banks, with 24 locations. Wintrust's first bank was organized in December 1991, as a highly personal service-oriented community bank. Each of the banks organized or acquired since then share that same commitment to community banking. The historical financial performance of the Company has been affected by costs associated with growing market share in deposits and loans, establishing and acquiring banks, opening new branch facilities and building an experienced management team. The Company's financial performance generally reflects the improved profitability of its banking subsidiaries as they mature, offset by the costs of establishing and acquiring banks and opening new branch facilities. From the Company's experience, it generally takes over 13 months for new banks to achieve operational profitability depending on the number and timing of branch facilities added.
The following table presents the Banks in chronological order based on the date in which they joined Wintrust. Each of the Banks has established additional full-service banking facilities subsequent to their initial openings.

                                                                  De novo/ Acquired           Date
Lake Forest Bank                                                       De novo            December, 1991
Hinsdale Bank                                                          De novo             October, 1993
North Shore Bank                                                       De novo           September, 1994
Libertyville Bank                                                      De novo             October, 1995
Barrington Bank                                                        De novo            December, 1996
Crystal Lake Bank                                                      De novo            December, 1997
Northbrook Bank                                                        De novo            November, 2000
Advantage Bank (organized 2001)                                       Acquired             October, 2003
Village Bank (organized 1995)                                         Acquired            December, 2003
Beverly Bank                                                           De novo               April, 2004
Wheaton Bank (formerly Northview Bank; organized 1993)                Acquired           September, 2004
Town Bank (organized 1998)                                            Acquired             October, 2004
State Bank of The Lakes (organized 1894)                              Acquired             January, 2005
First Northwest Bank (organized 1995; merged into Village             Acquired               March, 2005
Bank in May 2005)
Old Plank Trail Bank                                                   De novo               March, 2006
St. Charles Bank (formerly Hinsbrook Bank; organized 1987)            Acquired                 May, 2006

There has been no expansion activity of the Company's banking franchise since June 30, 2008.


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Management's ongoing focus is to balance further asset growth with earnings growth by seeking to more fully leverage the existing capacity within each of the operating subsidiaries. One aspect of this strategy is to continue to pursue specialized earning asset niches in order to maintain the mix of earning assets in higher-yielding loans as well as diversify the loan portfolio. Another aspect of this strategy is a continued focus on less aggressive deposit pricing at the Banks with significant market share and more established customer bases. Niche Lending
The Company conducts its niche lending through indirect non-bank subsidiaries and divisions of its Banks.
First Insurance Funding Corporation ("FIFC") is the Company's most significant specialized earning asset niche, originating approximately $1.1 billion in loan (premium finance receivables) during the second quarter of 2009. FIFC makes loans to businesses to finance the insurance premiums they pay on their commercial insurance policies. The loans are originated by FIFC working through independent medium and large insurance agents and brokers located throughout the United States. The insurance premiums financed are primarily for commercial customers' purchases of liability, property and casualty and other commercial insurance. This lending involves relatively rapid turnover of the loan portfolio and high volume of loan originations. Because of the indirect nature of this lending and because the borrowers are located nationwide, this segment may be more susceptible to third party fraud than relationship lending; however, management established various control procedures to mitigate the risks associated with this lending. The majority of these loans are purchased by the Banks in order to more fully utilize their lending capacity as these loans generally provide the Banks with higher yields than alternative investments. However, excess FIFC originations over the capacity to retain such loans within the Banks' loan portfolios may be sold to unrelated third parties with servicing retained.
On November 1, 2007, FIFC acquired Broadway Premium Funding Corporation ("Broadway"). Broadway is a commercial finance company that specializes in financing insurance premiums for corporate entities. Its products are marketed through insurance agents and brokers to their small to mid-size corporate clients primarily in the northeastern United States and California. On October 1, 2008, Broadway merged with its parent, FIFC, but continues to utilize the Broadway brand in serving its segment of the marketplace.
In 2007, FIFC began financing life insurance policy premiums for high net-worth individuals. These loans are originated through independent insurance agents with assistance from financial advisors and legal counsel. The life insurance policy is the primary form of collateral. In addition, these loans can be secured with a letter of credit or certificate of deposit.
On July 28, 2009, FIFC entered into an Asset Purchase Agreement with American International Group, Inc. ("AIG"), pursuant to which FIFC purchased a portfolio of domestic life insurance premium finance loans with an aggregate unpaid principal balance of approximately $941.3 million (the "Loan Portfolio") and certain related assets from A.I. Credit Corp. and A.I. Credit Consumer Discount Company, each an indirect wholly-owned subsidiary of AIG (collectively, "A.I. Credit"), for an aggregate purchase price of $679.5 million, subject to post-closing adjustments. The purchase price is subject to a customary post-closing adjustment based on the value of the Loan Portfolio as of the closing date. FIFC can purchase up to an aggregate of $84.4 million of additional life insurance premium finance assets for up to $61.2 million in the future subject to satisfying certain conditions.
Tricom Inc. ("Tricom"), operating since 1989, specializes in providing high-yielding, short-term accounts receivable financing and value-added, out-sourced administrative services, such as data processing of payrolls, billing and cash management services, to clients in the temporary staffing industry. Tricom's clients, located throughout the United States, provide staffing services to businesses in diversified industries. These receivables may involve greater credit risks than generally associated with the loan portfolios of more traditional community banks depending on the marketability of the collateral. The principal sources of repayments on the receivables are payments to borrowers from their customers who are located throughout the United States. Tricom mitigates this risk by employing lockboxes and other cash management techniques to protect its interests. Tricom's revenue principally consists of interest income from financing activities and fee-based revenues from administrative services.


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Wintrust Mortgage Corporation ("WMC") (formerly WestAmerica Mortgage Company) engages in the origination and purchase of residential mortgages for sale into the secondary market. WMC sells its loans with servicing released and does not currently engage in servicing loans for others. WMC maintains principal origination offices in eight states, including Illinois, and originates loans in other states through wholesale and correspondent offices. WMC provides the Banks with the ability to use an enhanced loan origination and documentation system which allows WMC and each Bank to better utilize existing operational capacity and expand the mortgage products offered to the Banks' customers. In December 2008, Wintrust Mortgage Corporation acquired certain assets and assumed certain liabilities of the mortgage banking business of Professional Mortgage Partners ("PMP").
In addition to the earning asset niches provided by the Company's non-bank subsidiaries, several earning asset niches operate within the Banks. Hinsdale Bank operates a mortgage warehouse lending program that provides loan and deposit services to mortgage brokerage companies located predominantly in the Chicago metropolitan area, Crystal Lake Bank has a specialty in small aircraft lending, Lake Forest Bank has a franchise lending program and Barrington Bank has the Community Advantage program which provides lending, deposit and cash management services to condominium, homeowner and community associations. The Company continues to pursue the development or acquisition of other specialty lending businesses that generate assets suitable for bank investment and/or secondary market sales.
In the third quarter of 2008, the Company ceased the origination of indirect automobile loans. This niche business served the Company well over the past twelve years in helping de novo banks to grow quickly and profitably into their physical structures. Competitive pricing pressures have significantly reduced the long-term potential profitably of this niche business. Given the current economic environment and the retirement of the founder of this niche business, exiting the origination of this business was deemed to be in the best interest of the Company. The Company will continue to service its existing portfolio for the duration of the life of the existing credits. Wealth Management
Wayne Hummer Investments LLC ("WHI"), a registered broker-dealer, provides a full-range of investment products and services tailored to meet the specific needs of individual and institutional investors throughout the country, but primarily in the Midwest. In addition, WHI provides a full range of investment services to clients through a network of relationships with unaffiliated community-based financial institutions located primarily in Illinois. Although headquartered in Chicago, WHI also operates an office in Appleton, Wisconsin and has branch locations in a majority of the Company's Banks.
Wayne Hummer Asset Management Company ("WHAMC"), a registered investment advisor, is the investment advisory affiliate of WHI. WHAMC provides money management, financial planning and investment advisory services to individuals and institutional, municipal and tax-exempt organizations. WHAMC also provides portfolio management and financial supervision for a wide-range of pension and profit sharing plans. In the second quarter of 2009, WHAMC purchased certain assets and assumed certain liabilities of Advanced Investment Partners, LLC ("AIP"). AIP is an investment management firm specializing in the active management of domestic equity investment strategies.
Wayne Hummer Trust Company ("WHTC") was formed to offer trust and investment management services to all communities served by the Banks. In addition to offering trust services to existing bank customers at each of the Banks, WHTC targets small to mid-size businesses and affluent individuals whose needs command the personalized attention offered by WHTC's experienced trust professionals. Services offered by WHTC typically include traditional trust products and services, as well as investment management services.


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The following table presents a summary of the approximate amount of assets under administration and/or management in the Company's wealth management operating subsidiaries as of the dates shown:

                                           June 30,       December 31,      June 30,
     (Dollars in thousands)                  2009             2008            2008
     WHTC                                $ 1,591,639      $ 1,168,321     $   989,028
     WHAMC (1)                               995,061          399,799         430,864
     WHAMC's proprietary mutual funds         16,120            7,311          10,927
     WHI - brokerage assets in custody     4,200,000        4,000,000       5,100,000

(1) Excludes proprietary mutual funds managed by WHAMC

The increase in assets under administration and/or management by WHTC and WHI in the second quarter of 2009 was primarily due to higher market valuations. The AIP transaction during the second quarter of 2009 was the main contributing factor in the growth of assets under administration and/or management by WHAMC, excluding its proprietary mutual funds. Other assets under administration and/or management by WHAMC, including its proprietary mutual funds, increased mainly as a result of higher market valuations.
Treasury Capital Purchase Program
On October 3, 2008, the Emergency Economic Stabilization Act of 2008 ("EESA") was signed into law. Under the EESA, the U.S. Department of the Treasury (the "Treasury") has the authority to, among other things, invest in financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. Pursuant to this authority, the Treasury announced its Troubled Asset Relief Program ("TARP") Capital Purchase Program ("CPP"), under which it is purchasing senior preferred stock and warrants in eligible institutions to increase the flow of credit to businesses and consumers and to support the economy.
On December 19, 2008, the Company entered into an agreement with the Treasury to participate in the CPP, pursuant to which the Company issued and sold preferred stock and a warrant to Treasury, in exchange for aggregate consideration of $250 million. The Treasury is permitted to amend the agreement unilaterally in order to comply with any changes in applicable federal statutes.
The preferred stock qualifies as Tier 1 capital and pays a cumulative dividend rate of 5% per annum for the first five years and a rate of 9% per annum beginning on February 15, 2014. The preferred stock is non-voting, other than class voting rights on certain matters that could amend the rights of or adversely affect the stock.
While EESA imposed some limitations and conditions on the Company's ability to redeem the preferred stock, those limitations and conditions were eliminated with the enactment of the ARRA. Now the Company is permitted, subject to consultation with the appropriate Federal banking agency, to repay the preferred stock at any time. If the Company repurchases the preferred stock, we may also repurchase the warrant at fair market value. In the event the Company does not repurchase the warrant, the Secretary of the Treasury is required to liquidate the warrant.
The Treasury may transfer the preferred stock to a third party at any time. Participation in the CPP restricts the Company's ability to increase dividends on its common stock or to repurchase its common stock until three years have elapsed, unless (i) all of the preferred stock issued to the Treasury is redeemed, (ii) all of the preferred stock issued to the Treasury has been transferred to third parties, or (iii) the Company receives the consent of the Treasury. In conjunction with the purchase of preferred stock, the Treasury received a warrant to purchase 1,643,295 shares of the Company's common stock for an aggregate market price of $37,500,000. The warrant is immediately exercisable and has a ten year term.


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In conjunction with the Company's participation in the CPP, the Company was required to adopt the Treasury's standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under the CPP. These standards initially applied to the chief executive officer, chief financial officer, plus the three most highly compensated executive officers. However, such restrictions now apply to the next 20 most highly compensated employees in addition to our senior executive officers. In addition, the Company is required to not deduct for tax purposes executive compensation in excess of $500,000 for each senior executive.
Participation in the CPP subjects the Company to increased oversight by the Treasury, banking regulators and Congress. Under the terms of the CPP, the Treasury has the power to unilaterally amend the terms of the purchase agreement to the extent required to comply with changes in applicable federal law and to inspect corporate books and records through Wintrust's federal banking regulator. In addition, the Treasury has the right to appoint two directors to the Wintrust board if the Company misses dividend payments for six dividend periods, whether or not consecutive, on the preferred stock.
On June 10, 2009, the U.S. Treasury issued interim final rules implementing the compensation and corporate governance requirements under the ARRA, which amended the requirements of the EESA, as described in our quarterly report for the quarter ended March 31, 2009. The rules apply to us as a recipient of funds under the CPP as of the date of publication in the Federal Register on June 15, 2009, but are subject to comment until August 14, 2009. The rules clarify prohibitions on bonus payments, provide guidance on the use of restricted stock units, expand restrictions on golden parachute payments, mandate enforcement of clawback provisions unless unreasonable to do so, outline the steps compensation committees must take when evaluating risks posed by compensation arrangements, and require the adoption and disclosure of a luxury expenditure policy, among other things. New requirements under the rules include enhanced disclosure of perquisites and the use of compensation consultants, and a prohibition on tax gross-up payments.
Recent Legislative and Regulatory Developments On June 17, 2009, the Administration released a broad and complex plan for financial regulatory reform that would restructure the current regulatory system, significantly increasing supervision and regulation of financial firms, services and markets. The plan would create a new Financial Services Oversight Council, chaired by the U.S. Treasury and including the heads of the principal federal financial regulators as members, to identify systemic risks and improve interagency cooperation. The plan would strengthen capital and other prudential standards for all banks and bank holding companies and require all financial holding companies to be "well-capitalized" and "well-managed" on a consolidated basis. The plan also proposes the establishment of a new independent agency, the Consumer Financial Protection Agency ("CFPA"), which would regulate consumer financial services and products, such as credit, savings and payment products. The CFPA would have sole rulemaking and interpretive authority under existing and future consumer financial services laws and supervisory, examination and enforcement authority over all institutions subject to its regulations. The CFPA's rules would serve as a floor allowing states to adopt and enforce stricter laws for institutions of all types, regardless of charter, and to enforce these laws, as well as regulations of the CFPA. The plan would also strengthen the supervision and regulation of securitization markets. It would require loan originators to retain a portion of the credit risk of securitized exposures and increase reporting by asset-backed securities issuers. Although the Administration's goal is to have the proposed plan legislated before the end of the year, implementation could take longer based on the complexity and controversial nature of the proposals. Modifications to the proposals are likely, and the final legislation may differ significantly from the plan.


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RESULTS OF OPERATIONS
Earnings Summary
The Company's key operating measures for 2009, as compared to the same period
last year, are shown below:

                                                 Three Months      Three Months      Percentage (%) or
                                                     Ended             Ended          Basis Point (bp)
(Dollars in thousands, except per share data)    June 30, 2009     June 30, 2008           Change
Net income                                       $      6,549       $    11,276                (42 )%
Net income per common share - Diluted                    0.06              0.47                (87 )
Net revenue (1)                                       117,949            93,004                 27
Net interest income                                    72,497            59,400                 22
Net interest margin (2)                                  2.91 %            2.77 %               14 bp
Net overhead ratio (3)                                   1.41              1.31                 10
Efficiency ratio (2) (4)                                72.02             69.54                248
Return on average assets                                 0.24              0.47                (23 )
Return on average common equity                          0.79              5.97               (518 )



                                                            Six Months            Six Months            Percentage (%) or
                                                              Ended                  Ended              Basis Point (bp)
                                                          June 30, 2009          June 30, 2008               Change
Net income                                                $     12,907          $      20,981                   (38 )%
Net income per common share - Diluted                             0.12                   0.87                   (86 )
Net revenue (1)                                                219,158                179,318                    22
Net interest income                                            137,279                121,142                    13
Net interest margin (2)                                           2.81 %                 2.88 %                  (7 )bp
Net overhead ratio (3)                                            1.47                   1.47                     -
Efficiency ratio (2) (4)                                         73.00                  70.30                   270
Return on average assets                                          0.24                   0.44                   (20 )
Return on average common equity                                   0.75                   5.61                  (486 )
At end of period
Total assets                                              $ 11,359,536          $   9,923,077                    14 %
Total loans, net of unearned income                          7,595,476              7,153,603                     6
Total loans, including loans held-for-sale                   8,416,576              7,271,982                    16
Total deposits                                               9,191,332              7,761,367                    18
Junior subordinated debentures                                 249,493                249,579                     -
Total shareholders' equity                                   1,065,076                749,025                    42
Book value per common share                                      32.59                  31.70                     3
Market price per common share                                    16.08                  23.85                   (33 )
Allowance for credit losses to total loans (5)                    1.14 %                 0.81 %                  33 bp
Non-performing loans to total loans                               3.14                   1.21                   193

(1) Net revenue is net interest income plus non-interest income.

(2) See following section titled, "Supplemental Financial Measures/Ratios" for additional information on this performance measure/ratio.

(3) The net overhead ratio is calculated by netting total non-interest expense and total non-interest income, annualizing this amount, and dividing by that period's total average assets. A lower ratio indicates a higher degree of efficiency.

(4) The efficiency ratio is calculated by dividing total non-interest expense by tax-equivalent net revenue (less securities gains or losses). A lower ratio indicates more efficient revenue generation.

(5) The allowance for credit losses includes both the allowance for loan losses and the allowance for lending-related commitments.

Certain returns, yields, performance ratios, and quarterly growth rates are "annualized" in this presentation and throughout this report to represent an annual time period. This is done for analytical purposes to better discern for decision-making purposes underlying performance trends when compared to full-year or year-over-year amounts. For example, balance sheet growth rates are most often expressed in terms of an annual rate. As such, 5% growth during a quarter would represent an annualized growth rate of 20%.


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Supplemental Financial Measures/Ratios
The accounting and reporting polices of Wintrust conform to generally accepted accounting principles ("GAAP") in the United States and prevailing practices in the banking industry. However, certain non-GAAP performance measures and ratios are used by management to evaluate and measure the Company's performance. These include taxable-equivalent net interest income (including its individual components), net interest margin (including its individual components) and the efficiency ratio. Management believes that these measures and ratios provide . . .

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