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Quotes & Info
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| WTFC > SEC Filings for WTFC > Form 10-Q on 10-Aug-2009 | All Recent SEC Filings |
10-Aug-2009
Quarterly Report
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
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There has been no expansion activity of the Company's banking franchise since June 30, 2008.
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.
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.
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
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(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.
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.
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
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(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%.
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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