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| WTFC > SEC Filings for WTFC > Form 10-Q on 9-Nov-2009 | All Recent SEC Filings |
9-Nov-2009
Quarterly Report
Mortgage banking revenue. Our community banking franchise is also influenced by
the level of fees generated by the origination of residential mortgages and the
sale of such mortgages into the secondary market. This revenue is significantly
impacted by the level of interest rates associated with home mortgages.
Recently, such interest rates have been historically low and customer
refinancings have been high, resulting in increased fee revenue. Additionally,
in December 2008, we acquired certain assets and assumed certain liabilities of
the mortgage banking business of Professional Mortgage Partners ("PMP") for an
initial cash purchase price of $1.4 million, plus potential contingent
consideration of up to $1.5 million per year in each of the following three
years dependent upon reaching certain earnings thresholds. As a result of the
acquisition, we significantly increased the capacity of our mortgage-origination
operations, primarily in the Chicago metropolitan market. The PMP transaction
also changed the mix of our mortgage origination business in the Chicago market,
resulting in a relatively greater portion of that business being retail, rather
than wholesale, oriented. The primary risk of the PMP acquisition transaction
relates to the integration of a significant number of locations and staff
members into our existing mortgage operation during a period of increased
mortgage refinancing activity. Costs in the mortgage business are variable as
they primarily relate to commissions paid to originators.
Establishment of de novo operations. Our historical financial performance 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. Our financial performance generally
reflects the improved profitability of our banking subsidiaries as they mature,
offset by the costs of establishing and acquiring banks and opening new branch
facilities. From our experience, it generally takes over 13 months for new banks
to achieve operational profitability depending on the number and timing of
branch facilities added.
In determining the timing of the formation of de novo banks, the opening of
additional branches of existing banks, and the acquisition of additional banks,
we consider many factors, particularly our perceived ability to obtain an
adequate return on our invested capital driven largely by the then existing cost
of funds and lending margins, the general economic climate and the level of
competition in a given market. We began to slow the rate of growth of new
locations in 2007 due to tightening net interest margins on new business which,
in the opinion of management, did not provide enough net interest spread to be
able to garner a sufficient return on our invested capital. Since the second
quarter of 2008, we have not established a new banking location either through a
de novo opening or through an acquisition, due to the financial system crisis
and recessionary economy and our decision to utilize our capital to support our
existing franchise rather than deploy our capital for expansion through new
locations which tend to operate at a loss in the early months of operation.
Thus, while expansion activity during the past three years has been at a level
below earlier periods in our history, we expect to resume de novo bank openings,
formation of additional branches and acquisitions of additional banks when
favorable market conditions return.
In addition to the factors considered above, before we engage in expansion
through de novo branches or banks we must first make a determination that the
expansion fulfills our objective of enhancing shareholder value through
potential future earnings growth and enhancement of the overall franchise value
of the Company. Generally, we believe that, in normal market conditions,
expansion through de novo growth is a better long-term investment than acquiring
banks because the cost to bring a de novo location to profitability is generally
substantially less than the premium paid for the acquisition of a healthy bank.
Each opportunity to expand is unique from a cost and benefit perspective.
Factors including the valuation of our stock, other economic market conditions,
the size and scope of the particular expansion opportunity and competitive
landscape all influence the decision to expand via de novo growth or through
acquisition.
Specialty Finance
Through our specialty finance segment, we offer financing of insurance premiums
for businesses and individuals; accounts receivable financing, value-added,
out-sourced administrative services; and other specialty finance businesses. We
conduct our specialty finance businesses through indirect non-bank subsidiaries.
Our wholly owned subsidiary, First Insurance Funding Corporation ("FIFC")
engages in the premium finance receivables business, our most significant
specialized lending niche, including commercial insurance premium finance and
life insurance premium finance.
Financing of Commercial Insurance Premiums
FIFC originated approximately $900 million in commercial insurance premium
finance receivables during the third 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
has 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. Historically, FIFC
originations that were not purchased by the banks were sold to unrelated third
parties with servicing retained. However, during the third quarter of 2009, FIFC
initially sold $695 million in commercial premium finance receivables to our
indirect subsidiary, FIFC Premium Funding I, LLC, which in turn sold
$600 million in aggregate principal amount of notes backed by such premium
finance receivables in a securitization transaction sponsored by FIFC.
The primary driver of profitability related to the financing of commercial
insurance premiums is the net interest spread that FIFC can produce between the
yields on the loans generated and the cost of funds allocated to the business
unit. The commercial insurance premium finance business is a competitive
industry and yields on loans are influenced by the market rates offered by our
competitors. We fund these loans either through the securitization facility
described above or through our deposits, the cost of which is influenced by
competitors in the retail banking markets in the Chicago and Milwaukee
metropolitan areas.
Financing of Life Insurance Premiums
In 2007, FIFC began financing life insurance policy premiums generally for high
net-worth individuals. These loans are originated directly with the borrowers
with assistance from life insurance carriers, independent insurance agents,
financial advisors and legal counsel. The life insurance policy is the primary
form of collateral. In addition, these loans often are secured with a letter of
credit, marketable securities or certificates of deposit. In some cases, FIFC
may make a loan that has a partially unsecured position. In July 2009, FIFC
expanded this niche lending business segment when it purchased a portfolio of
domestic life insurance premium finance loans from certain affiliates of
American International Group for an aggregate purchase price of $685.3 million.
At closing, a portion of the portfolio, with an aggregate unpaid principal
balance of approximately $321.1 million, and a corresponding portion of the
purchase price of approximately $232.8 million were placed in escrow, pending
the receipt of required third party consents.
As with the commercial premium finance business, the primary driver of
profitability related to the financing of life insurance premiums is the net
interest spread that FIFC can produce between the yields on the loans generated
and the cost of funds allocated to the business unit.
Profitability of financing both commercial and life insurance premiums is also
meaningfully impacted by leveraging information technology systems, maintaining
operational efficiency and increasing average loan size, each of which allows us
to expand our loan volume without significant capital investment.
Wealth Management
We currently offer a full range of wealth management services through three
separate subsidiaries, including trust and investment services, asset management
and securities brokerage services, marketed primarily under the Wayne Hummer
name.
The primary influences on the profitability of the wealth management business
can be associated with the level of commission received related to the trading
performed by the brokerage customers for their accounts; and the amount of
assets under management for which asset management and trust units receive a
management fee for advisory, administrative and custodial services. As such,
revenues are influenced by a rise or fall in the debt and equity markets and the
resultant increase or decrease in the value of our client accounts on which are
fees are based. The commissions received by the brokerage unit are not as
directly influenced by the directionality of the debt and equity markets but
rather the desire of our customers to engage in trading based on their
particular situations and outlooks of the market or particular stocks and bonds.
Profitability in the brokerage business is impacted by commissions which
fluctuate over time.
Federal Government, Federal Reserve and FDIC Programs
Since October of 2008, the federal government, the Federal Reserve Bank of New
York (the "New York Fed") and the Federal Deposit Insurance Corporation (the
"FDIC") have made a number of programs available to banks and other financial
institutions in an effort to ensure a well-functioning U.S. financial system. We
participate in three of these programs: the Capital Purchase Program,
administered by the U.S. Department of the Treasury ("Treasury"), the Term
Asset-Backed Securities Loan Facility ("TALF"), created by the New York Fed, and
the Temporary Liquidity Guarantee Program ("TLGP"), created by the FDIC.
Participation in Capital Purchase Program. In October 2008, the Treasury
announced that it intended to use a portion of the initial funds allocated to it
pursuant to the Troubled Asset Relief Program ("TARP"), created by the Emergency
Economic Stabilization Act of 2008, to invest directly in financial institutions
through the newly-created Capital Purchase Program ("CPP"). At that time, U.S.
Treasury Secretary Henry Paulson stated that the program was "designed to
attract broad participation by healthy institutions" which "have plenty of
capital to get through this period, but are not positioned to lend as widely as
is necessary to support our economy."
Our management believed at the time of the CPP investment, as it does now, that
Treasury's CPP investment was not necessary for the Company's short or long-term
health. However, the CPP investment presented an opportunity for us. By
providing us with a significant source of relatively inexpensive capital, the
Treasury's CPP investment allows us to accelerate our growth cycle and expand
lending.
Consequently, we applied for CPP funds and our application was accepted by
Treasury. As a result, on December 19, 2008, we entered into an agreement with
the U.S. Department of the Treasury to participate in Treasury's CPP, pursuant
to which we issued and sold preferred stock and a warrant to Treasury in
exchange for aggregate consideration of $250 million (the "CPP investment"). As
a result of the CPP investment, our total risk-based capital ratio as of
December 31, 2008 increased from 10.3% to 13.1%. To be considered "well
capitalized," we must maintain a total risk-based capital ratio in excess of
10%.
The terms of our agreement with Treasury impose significant restrictions upon
us, including increased scrutiny by Treasury, banking regulators and Congress,
additional corporate governance requirements, restrictions upon our ability to
repurchase stock and pay dividends and, as a result of increasingly stringent
regulations issued by Treasury following the closing of the CPP investment,
significant restrictions upon executive compensation. Pursuant to the terms of
the agreement between Treasury and us, Treasury is permitted to amend the
agreement unilaterally in order to comply with any changes in applicable federal
statutes.
The CPP investment provided the Company with additional capital resources which
in turn permitted the expansion of the flow of credit to U.S. consumers and
businesses beyond what we would have done without the CPP funding. The capital
itself is not loaned to our borrowers but represents additional shareholders'
equity that has been leveraged by the Company to permit it to provide new loans
to qualified borrowers and raise deposits to fund the additional lending without
incurring excessive risk.
Due to the combination of our prior decisions in appropriately managing our
risks, the capital support provided from the August 2008 private issuance of
$50 million of convertible preferred stock and the additional capital support
from the CPP, we have been able to take advantage of opportunities when they
have arisen and our banks continue to be active lenders within their
communities. Without the additional funds from the CPP, our prudent management
philosophy and strict underwriting standards likely would have required us to
continue to restrain lending due to the need to preserve capital during these
uncertain economic conditions. While many other banks saw 2009 as a year of
retraction or stagnation as it relates to lending activities, the capital from
the CPP positioned Wintrust to make 2009 a year in which we expanded our
lending. Specifically, since the receipt of the CPP funds, we have funded in
excess of $7.8 billion of loans, including funding of new loans, advances on
prior commitments and renewals of maturing loans, consisting of over 146,000
individual credits. These loans are to a wide variety of businesses and we
consider such loans to be essential to assisting growth in the economy. On a net
basis, the CPP capital helped enable us to increase our total loans from
$7.6 billion as of December 31, 2008 to $8.3 billion as of September 30, 2009
and to increase deposits to fund those loans from $8.4 billion as of
December 31, 2008 to $9.8 billion as of September 30, 2009.
In connection with our participation in the CPP, we have committed to expand the
flow of credit to U.S. consumers and businesses on competitive terms, and to
work to modify the terms of residential mortgages as appropriate. The following
tables set forth quarterly information regarding our efforts to comply with
these commitments since we received the CPP investment on December 19, 2008:
Quarter ended
September 30, Quarter ended Quarter ended
(Dollars in thousands) 2009 June 30, 2009 March 31, 2009
Consumer Loans
Number of new and renewed loans originated 1,940 1,676 2,649
Aggregate amount of loans originated $ 61,806 $ 92,833 $ 54,002
Commercial and Commercial Real Estate Loans
Number of new and renewed loans originated 830 945 1,896
Aggregate amount of loans originated $ 305,865 $ 414,179 $ 551,500
Residential Real Estate Loans
Number of new and renewed loans originated 4,655 6,735 5,230
Aggregate amount of loans originated $ 984,985 $ 1,552,442 $ 1,284,465
Commercial premium Finance Loans
Number of new and renewed loans originated 40,995 40,663 38,173
Aggregate amount of loans originated $ 910,923 $ 930,921 $ 892,127
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To date, Wintrust generally has not modified the terms of residential mortgages.
We have no present plans to repay the CPP investment, but believe that we have
the ability to conduct an equity offering that would allow us to make such
repayment. Accordingly, we intend to remain focused on investing the proceeds of
the CPP investment, and will only seek to repay such investment when we believe
doing so is in the best interests of our shareholders.
For additional information on the terms of the preferred stock and the warrant,
see Note 17 of the Financial Statements presented under Item 1 of this report.
TALF-Eligible Issuance. In September 2009, our indirect subsidiary, FIFC Premium
Funding I, LLC, sold $600 million in aggregate principal amount of its
Series 2009-A Premium Finance Asset Backed Notes, Class A (the "Notes"), which
were issued in a securitization transaction sponsored by FIFC. FIFC Premium
Funding I, LLC's obligations under the Notes are secured by revolving loans made
to buyers of property and casualty insurance policies to finance the related
premiums payable by the buyers to the insurance companies for the policies.
At the time of issuance, the Notes were eligible collateral under TALF and
certain investors therefore received non-recourse funding from the New York Fed
in order to purchase the Notes. As a result, FIFC believes it received greater
proceeds at lower interest rates from the securitization than it otherwise would
have received in non-TALF-eligible transactions. As a result, if TALF is not
renewed or is allowed to expire, it is possible that funding our growth will be
more costly if we pursue similar transactions in the future. However, as is true
in the case of the CPP investment, management views the TALF-eligible
securitization as a funding mechanism offering us the ability to accelerate our
growth plan, rather than one essential to the maintenance of our "well
capitalized" status.
TLGP Guarantee. In November 2008, the FDIC adopted a final rule establishing the
TLGP. The TLGP provided two limited guarantee programs: One, the Debt Guarantee
Program, that guaranteed newly-issued senior unsecured debt, and another, the
Transaction Account Guarantee program ("TAG") that guaranteed certain
non-interest-bearing transaction accounts at insured depository institutions.
All insured depository institutions that offer non-interest-bearing transaction
accounts had the option to participate in either program. We did not participate
in the Debt Guarantee Program.
In December 2008, each of our subsidiary banks elected to participate in the
TAG, which provides unlimited FDIC insurance coverage for the entire account
balance in exchange for an additional insurance premium to be paid by the
depository institution for accounts with balances in excess of the current FDIC
insurance limit of $250,000. This additional insurance coverage would continue
through December 31, 2009. In October 2009, the FDIC notified depository
institutions that it was extending the TAG program for an additional six months
until June 30, 2010 at the option of participating banks. Our subsidiary banks
have determined that it is in their best interest to continue participation in
the TAG program and have opted to participate for the additional six-month
period.
Business Outlook
Recent Performance
We recorded net income of $32.0 million, or $1.07 per diluted share, for the
quarter ended September 30, 2009, compared to $6.5 million of net income, or
$0.06 per diluted common share, recorded in the second quarter of 2009. Compared
to the third quarter of 2008, earnings per diluted common share increased $1.20
per share, on a $34.4 million increase in net income. Earnings per diluted
common share in the third quarter of 2009 compared to the third quarter of 2008
were reduced by preferred stock dividends including discount accretion, related
to our issuances of preferred stock in the second half of 2008, reducing net
income available to common shareholders by $4.1 million, or $0.15 per diluted
common share.
Management believes it made good progress on many strategic initiatives during a
very active quarter. The acquisition of the life insurance premium finance
portfolio was accounted for as a business combination and resulted in a bargain
purchase gain of which $113.1 million was recognized in the third quarter of
2009. Management anticipates the Company will recognize additional bargain
purchase gains on this portfolio in subsequent quarters to the extent that third
party consents are obtained with respect to certain loans in the portfolio. The
securitization of a portion of our commercial premium finance loan portfolio
enhanced our regulatory capital position, balance sheet liquidity and earnings.
Our net interest margin for the quarter increased to 3.25% from 2.91% in the
second quarter and 2.74% in the third quarter of 2008 reflecting positive
results from both deposit and asset re-pricing and solid balance sheet growth at
reasonable and commensurate pricing levels. Fee and other income remained
relatively strong while expenses, other than credit related expenses, were in
line with expectations.
In regard to credit quality trends, we recorded a provision for credit losses of
approximately $91 million to accommodate net charge-offs of approximately
$80 million during the quarter. In addition to these charge-offs, we also
recorded approximately $10 million of expense related to write downs of other
real estate owned ("OREO"). Approximately $29 million of the quarter's
charge-offs relate to loans where specific reserves had previously been
established. Approximately $12 million of the charge-offs related to either
dispositions or new problem assets. The remaining $39 million related to
continued downward revaluation of collateral values primarily related to real
estate development. This revaluation, along with the $10 million OREO charge,
can be attributed to our commitment to liquidate problem assets in a very
aggressive manner and, more importantly, to very recent changes in overall
market conditions. As an increasing amount of troubled assets are being
liquidated in the market as a whole, the appraised values are dropping
accordingly, reflecting the adverse impact of the additional supply. These
reduced valuations are further supported by liquidation bids which we have
received on our portfolio of non-performing assets.
Our allowance for loan losses increased to $95.1 million or 1.15% of total
loans. Adding our reserve for lending-related commitments and credit discount on
purchased assets brings total credit reserves and discounts to $134.4 million or
1.62% of total loans. Management believes the allowance for loan losses is
adequate given existing knowledge of our loan portfolio. However, if the
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