FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission File Number 0-21923
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
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Illinois
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36-3873352 |
|
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|
(State of incorporation or organization)
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|
(I.R.S. Employer Identification No.) |
727 North Bank Lane
Lake Forest, Illinois 60045
(Address of principal executive offices)
(847) 615-4096
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such
shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer þ |
Accelerated Filer o |
Non-Accelerated Filer o (Do not check if a smaller reporting company) |
Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
Common
Stock no par value, 24,062,007 shares, as of August 7, 2009
PART I
ITEM 1. FINANCIAL STATEMENTS
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
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(Unaudited) |
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|
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|
(Unaudited) |
|
|
June 30, |
|
December 31, |
|
June 30, |
(In thousands) |
|
2009 |
|
2008 |
|
2008 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
122,382 |
|
|
$ |
219,794 |
|
|
$ |
166,857 |
|
Federal funds sold and securities purchased under resale agreements |
|
|
41,450 |
|
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|
226,110 |
|
|
|
73,311 |
|
Interest bearing deposits with banks |
|
|
655,759 |
|
|
|
123,009 |
|
|
|
6,438 |
|
Available-for-sale securities, at fair value |
|
|
1,267,410 |
|
|
|
784,673 |
|
|
|
1,590,648 |
|
Trading account securities |
|
|
22,973 |
|
|
|
4,399 |
|
|
|
1,877 |
|
Brokerage customer receivables |
|
|
17,701 |
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|
|
17,901 |
|
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|
19,661 |
|
Loans held-for-sale, at fair value |
|
|
291,275 |
|
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|
51,029 |
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|
114,739 |
|
Loans held-for-sale, at lower of cost or market |
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|
529,825 |
|
|
|
10,087 |
|
|
|
3,640 |
|
Loans, net of unearned income |
|
|
7,595,476 |
|
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|
7,621,069 |
|
|
|
7,153,603 |
|
Less: Allowance for loan losses |
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|
85,113 |
|
|
|
69,767 |
|
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|
57,633 |
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Net loans |
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|
7,510,363 |
|
|
|
7,551,302 |
|
|
|
7,095,970 |
|
Premises and equipment, net |
|
|
350,447 |
|
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|
349,875 |
|
|
|
348,881 |
|
Accrued interest receivable and other assets |
|
|
260,182 |
|
|
|
240,664 |
|
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|
208,574 |
|
Trade date securities receivable |
|
|
|
|
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|
788,565 |
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|
|
|
|
Goodwill |
|
|
276,525 |
|
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|
276,310 |
|
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|
276,311 |
|
Other intangible assets |
|
|
13,244 |
|
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|
14,608 |
|
|
|
16,170 |
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|
Total assets |
|
$ |
11,359,536 |
|
|
$ |
10,658,326 |
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|
$ |
9,923,077 |
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|
Liabilities and Shareholders Equity |
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Deposits: |
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Non-interest bearing |
|
$ |
793,173 |
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$ |
757,844 |
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|
$ |
688,512 |
|
Interest bearing |
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|
8,398,159 |
|
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7,618,906 |
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7,072,855 |
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Total deposits |
|
|
9,191,332 |
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|
8,376,750 |
|
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|
7,761,367 |
|
|
|
|
|
|
|
|
|
|
|
|
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Notes payable |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
41,975 |
|
Federal Home Loan Bank advances |
|
|
435,980 |
|
|
|
435,981 |
|
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|
438,983 |
|
Other borrowings |
|
|
244,286 |
|
|
|
336,764 |
|
|
|
383,009 |
|
Subordinated notes |
|
|
65,000 |
|
|
|
70,000 |
|
|
|
75,000 |
|
Junior subordinated debentures |
|
|
249,493 |
|
|
|
249,515 |
|
|
|
249,579 |
|
Trade date securities payable |
|
|
|
|
|
|
|
|
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|
97,898 |
|
Accrued interest payable and other liabilities |
|
|
107,369 |
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|
121,744 |
|
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|
126,241 |
|
|
Total liabilities |
|
|
10,294,460 |
|
|
|
9,591,754 |
|
|
|
9,174,052 |
|
|
|
|
|
|
|
|
|
|
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|
|
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|
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
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Preferred stock |
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|
283,518 |
|
|
|
281,873 |
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|
|
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|
Common stock |
|
|
26,835 |
|
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|
26,611 |
|
|
|
26,478 |
|
Surplus |
|
|
577,473 |
|
|
|
571,887 |
|
|
|
547,792 |
|
Treasury stock |
|
|
(122,302 |
) |
|
|
(122,290 |
) |
|
|
(122,258 |
) |
Retained earnings |
|
|
317,713 |
|
|
|
318,793 |
|
|
|
325,314 |
|
Accumulated other comprehensive loss |
|
|
(18,161 |
) |
|
|
(10,302 |
) |
|
|
(28,301 |
) |
|
Total shareholders equity |
|
|
1,065,076 |
|
|
|
1,066,572 |
|
|
|
749,025 |
|
|
Total liabilities and shareholders equity |
|
$ |
11,359,536 |
|
|
$ |
10,658,326 |
|
|
$ |
9,923,077 |
|
|
See accompanying notes to unaudited consolidated financial statements
1
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
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Three Months Ended |
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Six Months Ended |
|
|
June 30, |
|
June 30, |
(In thousands, except per share data) |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
110,302 |
|
|
$ |
108,803 |
|
|
$ |
217,189 |
|
|
$ |
227,756 |
|
Interest bearing deposits with banks |
|
|
767 |
|
|
|
68 |
|
|
|
1,427 |
|
|
|
188 |
|
Federal funds sold and securities purchased under resale agreements |
|
|
66 |
|
|
|
472 |
|
|
|
127 |
|
|
|
1,106 |
|
Securities |
|
|
15,819 |
|
|
|
16,553 |
|
|
|
30,146 |
|
|
|
32,634 |
|
Trading account securities |
|
|
55 |
|
|
|
15 |
|
|
|
79 |
|
|
|
46 |
|
Brokerage customer receivables |
|
|
120 |
|
|
|
249 |
|
|
|
240 |
|
|
|
606 |
|
|
Total interest income |
|
|
127,129 |
|
|
|
126,160 |
|
|
|
249,208 |
|
|
|
262,336 |
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits |
|
|
43,502 |
|
|
|
53,862 |
|
|
|
89,455 |
|
|
|
115,292 |
|
Interest on Federal Home Loan Bank advances |
|
|
4,503 |
|
|
|
4,557 |
|
|
|
8,956 |
|
|
|
9,113 |
|
Interest on notes payable and other borrowings |
|
|
1,752 |
|
|
|
2,900 |
|
|
|
3,622 |
|
|
|
5,670 |
|
Interest on subordinated notes |
|
|
428 |
|
|
|
843 |
|
|
|
1,008 |
|
|
|
1,930 |
|
Interest on junior subordinated debentures |
|
|
4,447 |
|
|
|
4,598 |
|
|
|
8,888 |
|
|
|
9,189 |
|
|
Total interest expense |
|
|
54,632 |
|
|
|
66,760 |
|
|
|
111,929 |
|
|
|
141,194 |
|
|
Net interest income |
|
|
72,497 |
|
|
|
59,400 |
|
|
|
137,279 |
|
|
|
121,142 |
|
Provision for credit losses |
|
|
23,663 |
|
|
|
10,301 |
|
|
|
38,136 |
|
|
|
18,856 |
|
|
Net interest income after provision for credit losses |
|
|
48,834 |
|
|
|
49,099 |
|
|
|
99,143 |
|
|
|
102,286 |
|
|
Non-interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth management |
|
|
6,883 |
|
|
|
7,771 |
|
|
|
12,809 |
|
|
|
15,636 |
|
Mortgage banking |
|
|
22,596 |
|
|
|
7,536 |
|
|
|
38,828 |
|
|
|
13,632 |
|
Service charges on deposit accounts |
|
|
3,183 |
|
|
|
2,565 |
|
|
|
6,153 |
|
|
|
4,938 |
|
Gain on sales of premium finance receivables |
|
|
196 |
|
|
|
566 |
|
|
|
518 |
|
|
|
1,707 |
|
Gains (losses) on available-for-sale securities, net |
|
|
1,540 |
|
|
|
(140 |
) |
|
|
(498 |
) |
|
|
(1,473 |
) |
Other |
|
|
11,054 |
|
|
|
15,306 |
|
|
|
24,069 |
|
|
|
23,736 |
|
|
Total non-interest income |
|
|
45,452 |
|
|
|
33,604 |
|
|
|
81,879 |
|
|
|
58,176 |
|
|
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
46,015 |
|
|
|
36,976 |
|
|
|
90,835 |
|
|
|
73,648 |
|
Equipment |
|
|
4,015 |
|
|
|
4,048 |
|
|
|
7,953 |
|
|
|
7,974 |
|
Occupancy, net |
|
|
5,608 |
|
|
|
5,438 |
|
|
|
11,798 |
|
|
|
11,305 |
|
Data processing |
|
|
3,216 |
|
|
|
2,918 |
|
|
|
6,352 |
|
|
|
5,716 |
|
Advertising and marketing |
|
|
1,420 |
|
|
|
1,368 |
|
|
|
2,515 |
|
|
|
2,367 |
|
Professional fees |
|
|
2,871 |
|
|
|
2,227 |
|
|
|
5,754 |
|
|
|
4,295 |
|
Amortization of other intangible assets |
|
|
676 |
|
|
|
779 |
|
|
|
1,363 |
|
|
|
1,567 |
|
Other |
|
|
20,424 |
|
|
|
11,427 |
|
|
|
34,637 |
|
|
|
21,158 |
|
|
Total non-interest expense |
|
|
84,245 |
|
|
|
65,181 |
|
|
|
161,207 |
|
|
|
128,030 |
|
|
Income before taxes |
|
|
10,041 |
|
|
|
17,522 |
|
|
|
19,815 |
|
|
|
32,432 |
|
Income tax expense |
|
|
3,492 |
|
|
|
6,246 |
|
|
|
6,908 |
|
|
|
11,451 |
|
|
Net income |
|
|
6,549 |
|
|
|
11,276 |
|
|
|
12,907 |
|
|
|
20,981 |
|
Preferred stock dividends and discount accretion |
|
|
5,000 |
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shares |
|
$ |
1,549 |
|
|
$ |
11,276 |
|
|
$ |
2,907 |
|
|
$ |
20,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share Basic |
|
$ |
0.06 |
|
|
$ |
0.48 |
|
|
$ |
0.12 |
|
|
$ |
0.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share Diluted |
|
$ |
0.06 |
|
|
$ |
0.47 |
|
|
$ |
0.12 |
|
|
$ |
0.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
|
|
|
$ |
|
|
|
$ |
0.18 |
|
|
$ |
0.18 |
|
|
Weighted average common shares outstanding |
|
|
23,964 |
|
|
|
23,608 |
|
|
|
23,910 |
|
|
|
23,563 |
|
Dilutive potential common shares |
|
|
300 |
|
|
|
531 |
|
|
|
269 |
|
|
|
555 |
|
|
Average common shares and dilutive common shares |
|
|
24,264 |
|
|
|
24,139 |
|
|
|
24,179 |
|
|
|
24,118 |
|
|
See accompanying notes to unaudited consolidated financial statements.
2
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
Total |
|
|
Preferred |
|
Common |
|
|
|
|
|
Treasury |
|
Retained |
|
Comprehensive |
|
Shareholders |
(In thousands) |
|
Stock |
|
Stock |
|
Surplus |
|
Stock |
|
Earnings |
|
Income (Loss) |
|
Equity |
|
Balance at December 31, 2007 |
|
$ |
|
|
|
$ |
26,281 |
|
|
$ |
539,586 |
|
|
$ |
(122,196 |
) |
|
$ |
309,556 |
|
|
$ |
(13,672 |
) |
|
$ |
739,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,981 |
|
|
|
|
|
|
|
20,981 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on securities, net
of reclassification adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,188 |
) |
|
|
(15,188 |
) |
Unrealized gains on derivative
Instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
559 |
|
|
|
559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared on common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,231 |
) |
|
|
|
|
|
|
(4,231 |
) |
Common stock repurchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(62 |
) |
|
|
|
|
|
|
|
|
|
|
(62 |
) |
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
4,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,942 |
|
Cumulative effect of change in accounting
for split-dollar life insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(992 |
) |
|
|
|
|
|
|
(992 |
) |
Common stock issued for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options and warrants |
|
|
|
|
|
|
73 |
|
|
|
1,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,944 |
|
Restricted stock awards |
|
|
|
|
|
|
71 |
|
|
|
(532 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(461 |
) |
Employee stock purchase plan |
|
|
|
|
|
|
23 |
|
|
|
795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
818 |
|
Director compensation plan |
|
|
|
|
|
|
30 |
|
|
|
1,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,160 |
|
|
Balance at June 30, 2008 |
|
$ |
|
|
|
$ |
26,478 |
|
|
$ |
547,792 |
|
|
$ |
(122,258 |
) |
|
$ |
325,314 |
|
|
$ |
(28,301 |
) |
|
$ |
749,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
$ |
281,873 |
|
|
$ |
26,611 |
|
|
$ |
571,887 |
|
|
$ |
(122,290 |
) |
|
$ |
318,793 |
|
|
$ |
(10,302 |
) |
|
$ |
1,066,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,907 |
|
|
|
|
|
|
|
12,907 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on securities,
net of reclassification adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,666 |
) |
|
|
(10,666 |
) |
Unrealized gains on derivative
instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,807 |
|
|
|
2,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared on common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,296 |
) |
|
|
|
|
|
|
(4,296 |
) |
Dividends on preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,355 |
) |
|
|
|
|
|
|
(8,355 |
) |
Accretion on preferred stock |
|
|
1,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,645 |
) |
|
|
|
|
|
|
|
|
Common stock repurchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
(12 |
) |
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
3,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,431 |
|
Cumulative effect of change in accounting
for other-than-temporary impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
309 |
|
|
|
|
|
|
|
309 |
|
Common stock issued for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options and warrants |
|
|
|
|
|
|
52 |
|
|
|
612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
664 |
|
Restricted stock awards |
|
|
|
|
|
|
66 |
|
|
|
(764 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(698 |
) |
Employee stock purchase plan |
|
|
|
|
|
|
56 |
|
|
|
635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691 |
|
Director compensation plan |
|
|
|
|
|
|
50 |
|
|
|
1,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,722 |
|
|
Balance at June 30, 2009 |
|
$ |
283,518 |
|
|
$ |
26,835 |
|
|
$ |
577,473 |
|
|
$ |
(122,302 |
) |
|
$ |
317,713 |
|
|
$ |
(18,161 |
) |
|
$ |
1,065,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
2009 |
|
2008 |
|
|
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
Unrealized losses on available-for-sale securities arising during the period, net |
|
$ |
(17,861 |
) |
|
$ |
(26,451 |
) |
Unrealized gains on derivative instruments arising during the period, net |
|
|
4,567 |
|
|
|
909 |
|
Less: Reclassification adjustment for losses included in net income, net |
|
|
(498 |
) |
|
|
(1,473 |
) |
Less: Income tax benefit |
|
|
(4,937 |
) |
|
|
(9,440 |
) |
|
|
|
Other Comprehensive (loss) income |
|
$ |
(7,859 |
) |
|
$ |
(14,629 |
) |
|
|
|
See accompanying notes to unaudited consolidated financial statements.
3
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
(In thousands) |
|
2009 |
|
|
2008 |
|
|
Operating Activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,907 |
|
|
$ |
20,981 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for credit losses |
|
|
38,136 |
|
|
|
18,856 |
|
Depreciation and amortization |
|
|
10,125 |
|
|
|
10,138 |
|
Stock-based compensation expense |
|
|
3,431 |
|
|
|
4,942 |
|
Tax (expense) benefit from stock-based compensation arrangements |
|
|
(650 |
) |
|
|
395 |
|
Excess tax benefits from stock-based compensation arrangements |
|
|
(84 |
) |
|
|
(464 |
) |
Net amortization (accretion) of premium on securities |
|
|
4 |
|
|
|
(859 |
) |
Mortgage servicing rights fair value change and amortization, net |
|
|
1,218 |
|
|
|
668 |
|
Originations and purchases of loans held-for-sale |
|
|
(2,753,665 |
) |
|
|
(946,621 |
) |
Originations of premium finance receivables held-for-sale |
|
|
(520,000 |
) |
|
|
|
|
Proceeds from sales of mortgage loans held-for-sale |
|
|
2,542,202 |
|
|
|
945,415 |
|
Bank owned life insurance income, net of claims |
|
|
(851 |
) |
|
|
(1,464 |
) |
Gain on sales of premium finance receivables |
|
|
(518 |
) |
|
|
(1,707 |
) |
Increase in trading securities, net |
|
|
(18,574 |
) |
|
|
(306 |
) |
Net decrease in brokerage customer receivables |
|
|
200 |
|
|
|
4,545 |
|
Gain on mortgage loans sold |
|
|
(28,521 |
) |
|
|
(7,621 |
) |
Losses on available-for-sale securities, net |
|
|
498 |
|
|
|
1,473 |
|
Loss on sales of premises and equipment, net |
|
|
27 |
|
|
|
79 |
|
Decrease (increase) in accrued interest receivable and other assets, net |
|
|
6,372 |
|
|
|
(687 |
) |
(Decrease) increase in accrued interest payable and other liabilities, net |
|
|
(7,597 |
) |
|
|
24,085 |
|
|
Net Cash (Used for) Provided by Operating Activities |
|
|
(715,340 |
) |
|
|
71,848 |
|
|
|
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
|
Proceeds from maturities of available-for-sale securities |
|
|
975,126 |
|
|
|
587,493 |
|
Proceeds from sales of available-for-sale securities |
|
|
1,071,192 |
|
|
|
609,498 |
|
Purchases of available-for-sale securities |
|
|
(1,760,047 |
) |
|
|
(1,319,858 |
) |
Proceeds from sales of premium finance receivables |
|
|
|
|
|
|
184,255 |
|
Net (increase) decrease in interest-bearing deposits with banks |
|
|
(532,750 |
) |
|
|
3,972 |
|
Net increase in loans |
|
|
(18,092 |
) |
|
|
(561,137 |
) |
Purchases of premises and equipment, net |
|
|
(9,272 |
) |
|
|
(18,657 |
) |
|
Net Cash Used for Investing Activities |
|
|
(273,843 |
) |
|
|
(514,434 |
) |
|
Financing Activities: |
|
|
|
|
|
|
|
|
Increase in deposit accounts |
|
|
814,576 |
|
|
|
289,873 |
|
(Decrease) increase in other borrowings, net |
|
|
(92,478 |
) |
|
|
128,575 |
|
Decrease in notes payable, net |
|
|
|
|
|
|
(18,725 |
) |
Increase in Federal Home Loan Bank advances, net |
|
|
|
|
|
|
23,801 |
|
Repayment of subordinated note |
|
|
(5,000 |
) |
|
|
|
|
Excess tax benefits from stockbased compensation arrangements |
|
|
84 |
|
|
|
464 |
|
Issuance of common shares resulting from exercise of stock options,
employee stock purchase plan and conversion of common stock warrants |
|
|
1,307 |
|
|
|
1,905 |
|
Common stock repurchases |
|
|
(12 |
) |
|
|
(62 |
) |
Dividends paid |
|
|
(11,366 |
) |
|
|
(4,231 |
) |
|
Net Cash Provided by Financing Activities |
|
|
707,111 |
|
|
|
421,600 |
|
|
Net Decrease in Cash and Cash Equivalents |
|
|
(282,072 |
) |
|
|
(20,986 |
) |
Cash and Cash Equivalents at Beginning of Period |
|
|
445,904 |
|
|
|
261,154 |
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
163,832 |
|
|
$ |
240,168 |
|
|
See accompanying notes to unaudited consolidated financial statements.
4
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The consolidated financial statements of Wintrust Financial Corporation and Subsidiaries
(Wintrust or the Company) presented herein are unaudited, but in the opinion of management
reflect all necessary adjustments of a normal or recurring nature for a fair presentation of
results as of the dates and for the periods covered by the consolidated financial statements.
Wintrust is a financial holding company engaged in the business of providing traditional
community banking services to customers in the Chicago metropolitan area and southern Wisconsin.
Additionally, the Company operates various non-bank subsidiaries. Wintrust has 15 wholly-owned bank
subsidiaries (collectively, the Banks), nine of which the Company started as de novo
institutions, including Lake Forest Bank & Trust Company (Lake Forest Bank), Hinsdale Bank &
Trust Company (Hinsdale Bank), North Shore Community Bank & Trust Company (North Shore Bank),
Libertyville Bank & Trust Company (Libertyville Bank), Barrington Bank & Trust Company, N.A.
(Barrington Bank), Crystal Lake Bank & Trust Company, N.A. (Crystal Lake Bank), Northbrook Bank
& Trust Company (Northbrook Bank), Beverly Bank & Trust Company, N.A. (Beverly Bank) and Old
Plank Trail Community Bank, N.A. (Old Plank Trail Bank). The Company acquired Advantage National
Bank (Advantage Bank) in October 2003, Village Bank & Trust (Village Bank) in December 2003,
Northview Bank & Trust (Northview Bank) in September 2004, Town Bank in October 2004, State Bank
of The Lakes in January 2005, First Northwest Bank in March 2005 and Hinsbrook Bank and Trust
(Hinsbrook Bank) in May 2006. In December 2004, Northview Banks Wheaton branch became its main
office, it was renamed Wheaton Bank & Trust (Wheaton Bank) and its two Northfield locations
became branches of Northbrook Bank and its Mundelein location became a branch of Libertyville Bank.
In May 2005, First Northwest Bank was merged into Village Bank. In November 2006, Hinsbrook Banks
Geneva branch was renamed St. Charles Bank & Trust (St. Charles Bank), its Willowbrook, Downers
Grove and Darien locations became branches of Hinsdale Bank and its Glen Ellyn location became a
branch of Wheaton Bank.
The Company provides, on a national basis, loans to businesses to finance insurance premiums on
their commercial insurance policies (premium finance receivables) through First Insurance Funding
Corporation (FIFC). FIFC is a wholly-owned subsidiary of Lake Forest Bank. In November 2007,
the Company acquired Broadway Premium Funding Corporation (Broadway). Broadway also provides
loans to businesses to finance liability, property and casualty and other commercial insurance
premiums, mainly through insurance agents and brokers in the northeastern portion of the 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.
Wintrust, through Tricom, Inc. of Milwaukee (Tricom), provides high-yielding short-term accounts
receivable financing (Tricom finance receivables) and value-added out-sourced administrative
services, such as data processing of payrolls, billing and cash management services, to the
temporary staffing industry, with clients located throughout the United States. Tricom is a
wholly-owned subsidiary of Hinsdale Bank.
The Company provides a full range of wealth management services through its trust, asset management
and broker-dealer subsidiaries. Trust and investment services are provided at the Banks through the
Companys wholly-owned subsidiary, Wayne Hummer Trust Company, N.A. (WHTC), a de novo company
started in 1998. Wayne Hummer Investments, LLC (WHI) is a broker-dealer providing a full range of
private client and securities brokerage services to clients located primarily in the Midwest. WHI
has office locations staffed by one or more registered financial advisors in a majority of the
Companys Banks. WHI also provides a full range of investment services to individuals through a
network of relationships with community-based financial institutions primarily in Illinois. WHI is
a wholly-owned subsidiary of North Shore Bank. Wayne Hummer Asset Management Company (WHAMC)
provides money management services and advisory services to individuals, institutions and municipal
and tax-exempt organizations, in
5
addition to portfolio management and financial supervision for a wide range of pension and
profit-sharing plans. WHI and WHAMC were acquired in 2002, and in February 2003, the Company
acquired Lake Forest Capital Management (LFCM), a registered investment advisor, which was merged
into WHAMC. In April 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. WHTC, WHI and WHAMC are referred to
collectively as the Wayne Hummer Companies.
In May 2004, the Company acquired Wintrust Mortgage Corporation (WMC) (formerly known as
WestAmerica Mortgage Company) and its affiliate, Guardian Real Estate Services, Inc. (Guardian).
WMC engages primarily in the origination and purchase of residential mortgages for sale into the
secondary market. WMC maintains principal origination offices in eight states, including Illinois,
and originates loans in other states through wholesale and correspondent offices. WMC is a
wholly-owned subsidiary of Barrington Bank. Guardian provided document preparation and other loan
closing services to WMC and a network of mortgage brokers. Guardian was merged into Barrington Bank
in November 2008. In December 2008, WMC acquired certain assets and assumed certain liabilities of
the mortgage banking business of Professional Mortgage Partners (PMP).
Wintrust Information Technology Services Company (WITS) provides information technology support,
item capture, imaging and statement preparation services to the Wintrust subsidiaries and is a
wholly-owned subsidiary of Wintrust.
The accompanying consolidated financial statements are unaudited and do not include information or
footnotes necessary for a complete presentation of financial condition, results of operations or
cash flows in accordance with generally accepted accounting principles. The consolidated financial
statements should be read in conjunction with the consolidated financial statements and notes
included in the Companys Annual Report and Form 10-K for the year ended December 31, 2008.
Operating results reported for the three-month and year-to-date periods are not necessarily
indicative of the results which may be expected for the entire year. Reclassifications of certain
prior period amounts have been made to conform to the current period presentation.
The preparation of the financial statements requires management to make estimates, assumptions and
judgments that affect the reported amounts of assets and liabilities. Management believes that the
estimates made are reasonable, however, changes in estimates may be required if economic or other
conditions develop differently from managements expectations. In preparing these financial
statements, management has evaluated events and transactions for potential recognition and or
disclosure through August 10, 2009, the date the financial statements were issued. Certain
policies and accounting principles inherently have a greater reliance on the use of estimates,
assumptions and judgments and as such have a greater possibility of producing results that could be
materially different than originally reported. Management views critical accounting policies to be
those which are highly dependent on subjective or complex judgments, estimates and assumptions, and
where changes in those estimates and assumptions could have a significant impact on the financial
statements. Management currently views the determination of the allowance for loan losses and the
allowance for losses on lending-related commitments, estimations of fair value, the valuations
required for impairment testing of goodwill, the valuation and accounting for derivative
instruments and income taxes as the accounting areas that require the most subjective and complex
judgments, and as such could be the most subject to revision as new information becomes available.
Descriptions of our significant accounting policies are included in Note 1 (Summary of Significant
Accounting Policies) of the Companys 2008 Form 10-K.
(2) Recent Accounting Developments
In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
a replacement of FASB Statement No. 162 (SFAS 168). SFAS 168 replaces the Generally Accepted
Accounting Principles (GAAP) hierarchy with two levels of GAAP: authoritative and
nonauthoritative. On July 1, 2009, the FASB Accounting Standards Codification became the single
source of authoritative nongovernmental GAAP, except for rules and interpretive releases of the
Securities Exchange Commission. All other non-grandfathered accounting literature became
nonauthoritative. The Company does not expect the adoption of SFAS 168 to have a material impact
on the Companys financial statements.
6
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS
167). SFAS 167 eliminates exceptions to consolidating qualifying special purpose entities,
contains new criteria for determining the primary beneficiary, and increases the frequency of
required reassessments to determine whether a company is the primary beneficiary of a variable
interest entity. This Statement clarifies, but does not significantly change, the characteristics
that identify a variable interest entity. This Statement also contains a new requirement that any
term, transaction, or arrangement that does not have a substantive effect on an entitys status as
a variable interest entity, a companys power over a variable interest entity, or a companys
obligation to absorb losses or its right to receive benefits of a variable interest entity must be
disregarded in applying the provisions of Interpretation 46(R). This Statement is effective for
interim and annual reporting periods beginning after November 15, 2009. The Company does not
expect these proposed changes to have a material impact on the Companys financial statements.
In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets, an
amendment of FASB Statement No. 140 (SFAS 166). SFAS 166 amends SFAS 140 by removing the concept
of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets
and requires additional disclosures about a transferors continuing involvement in transferred
financial assets. This Statement is effective for all interim and annual periods beginning after
November 15, 2009. The Company is currently evaluating the potential impact the new pronouncement
will have on its financial statements.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165). SFAS 165 provides
guidance for the recognition and disclosure of subsequent events not addressed in other applicable
generally accepted accounting principles. This Statement also requires entities to disclose the
date through which subsequent events have been evaluated and the nature and estimated financial
effects of certain subsequent events. This Statement is effective for interim or annual financial
periods ending after June 15, 2009, and shall be applied prospectively. The adoption of SFAS 165
did not have a material impact on the Companys financial statements.
In April 2009, the FASB issued FASB Staff Position No. 141R-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies (FSP 141R-1). FSP
141R-1 amends and clarifies SFAS No. 141(R), Business Combinations (SFAS 141R), to address
application issues on initial recognition and measurement, subsequent measurement and accounting,
and disclosure of assets and liabilities arising from contingencies in a business combination. FSP
141R-1 is effective for assets or liabilities arising from contingencies in business combinations
for which the acquisition date is on or after the first annual reporting period beginning on or
after December 15, 2008. The adoption of FSP 141R-1 did not have a material impact on the
Companys financial statements.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments (FSP FAS 107-1 and APB 28-1). FSP FAS 107-1 and APB 28-1 amends
FASB Statement No. 107, "Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments for interim reporting periods of publicly
traded companies as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 is effective
for interim reporting periods ending after June 15, 2009, with early adoption permitted. The
Company adopted this FSP in the second quarter of 2009. The adoption expanded the Companys
disclosures regarding the use of fair value in interim periods. See Note 4 Available-for-sale
Securities, for the required disclosures in accordance with this FSP.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2). FSP FAS 115-2 and FAS 124-2
amends the other-than-temporary impairment (OTTI) guidance in GAAP for debt securities and the
presentation and disclosure requirements of OTTI on debt and equity securities in the financial
statements. This FSP does not amend existing recognition and measurement guidance related to OTTI
of equity securities. FSP FAS 115-2 and FAS 124-2 requires separate display of losses related to
credit deterioration and losses related to other market factors. When an entity does not intend to
sell the security and it is more likely than not that an entity will not have to sell the security
before recovery of its cost basis, it must recognize the credit component of OTTI in earnings and
the remaining portion in other comprehensive income. FSP FAS 115-2 and FAS 124-2 is effective for
interim reporting periods ending after June 15, 2009, with early adoption permitted. The Company
adopted this FSP in the second quarter of 2009. See Note 4 Available-for-sale Securities, for a
further discussion on the adoption of this FSP.
7
In April 2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly (FSP FAS 157-4). FSP FAS 157-4 provides additional guidance for estimating
fair value in accordance with SFAS No. 157, Fair Value Measurements (SFAS 157), when the volume
and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also
includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS
157-4 is effective for interim reporting periods ending after June 15, 2009, with early adoption
permitted. The adoption of FSP FAS 157-4 in the second quarter of 2009 did not have a material
impact on the Companys financial statements.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures
about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133
(SFAS 161). Effective for fiscal years and interim periods beginning after November 15, 2008,
SFAS 161 amends and expands the disclosure requirements of Statement No. 133 by requiring enhanced
disclosures for how and why an entity uses derivative instruments; how derivative instruments and
related hedged items are accounted for under Statement No. 133 and its related interpretations; and
how derivative instruments and related items affect an entitys financial position, financial
performance and cash flows. SFAS 161 only relates to disclosures and did not have an impact on the
Companys financial condition or results of operations. See Note 10 Derivative Financial
Instruments, for the required disclosures in accordance with SFAS 161.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 (SFAS
160). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in
a subsidiary and for the deconsolidation of a subsidiary. The guidance is effective for fiscal
years beginning after December 15, 2008. The adoption of SFAS 160 did not have a material impact
on the Companys financial statements.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141R). SFAS 141R
requires the acquiring entity in a business combination to recognize the full fair value of the
assets acquired and liabilities assumed in a transaction at the acquisition date; the immediate
expense recognition of transaction costs; and accounting for restructuring plans separately from
the business combination. SFAS 141R eliminates separate recognition of the acquired allowance for
loan losses on the acquirers balance sheet as credit related factors will be incorporated directly
into the fair value of the loans recorded at the acquisition date. SFAS 141R is effective for
business combinations occurring after December 15, 2008. The adoption of SFAS 141R did not have a
material impact on the Companys financial statements.
(3) Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, the Company considers cash and cash
equivalents to include cash on hand, cash items in the process of collection, non-interest bearing
amounts due from correspondent banks, federal funds sold and securities purchased under resale
agreements with original maturities of three months or less.
8
(4) Available-for-sale Securities
The following tables are a summary of the available-for-sale securities portfolio as of the dates
shown:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(Dollars in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
121,880 |
|
|
$ |
|
|
|
$ |
(10,952 |
) |
|
$ |
110,928 |
|
U.S. Government agencies |
|
|
517,710 |
|
|
|
862 |
|
|
|
(3,340 |
) |
|
|
515,232 |
|
Municipal |
|
|
58,539 |
|
|
|
1,061 |
|
|
|
(737 |
) |
|
|
58,863 |
|
Corporate notes and other debt |
|
|
67,384 |
|
|
|
2,045 |
|
|
|
(7,157 |
) |
|
|
62,272 |
|
Mortgage-backed |
|
|
399,547 |
|
|
|
10,488 |
|
|
|
(3,705 |
) |
|
|
406,330 |
|
Federal Reserve/FHLB stock
and other equity securities |
|
|
115,764 |
|
|
|
|
|
|
|
(1,979 |
) |
|
|
113,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
$ |
1,280,824 |
|
|
$ |
14,456 |
|
|
$ |
(27,870 |
) |
|
$ |
1,267,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(Dollars in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
U.S. Government agencies |
|
|
297,191 |
|
|
|
1,539 |
|
|
|
(1 |
) |
|
|
298,729 |
|
Municipal |
|
|
59,471 |
|
|
|
563 |
|
|
|
(739 |
) |
|
|
59,295 |
|
Corporate notes and other debt |
|
|
36,157 |
|
|
|
223 |
|
|
|
(8,339 |
) |
|
|
28,041 |
|
Mortgage-backed |
|
|
272,492 |
|
|
|
12,859 |
|
|
|
(44 |
) |
|
|
285,307 |
|
Federal Reserve/FHLB stock
and other equity securities |
|
|
115,414 |
|
|
|
|
|
|
|
(2,113 |
) |
|
|
113,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
$ |
780,725 |
|
|
$ |
15,184 |
|
|
$ |
(11,236 |
) |
|
$ |
784,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company conducts a regular assessment of its investment securities to determine whether
securities are other-than-temporarily impaired considering, among other factors, the nature of the
securities, credit ratings or financial condition of the issuer, the extent and duration of the
unrealized loss, expected cash flows, market conditions and the Companys ability to hold the
securities through the anticipated recovery period.
During the first quarter of 2009, the Company recorded $2.1 million of other than temporary
impairment on certain corporate debt securities. Effective April 1, 2009, the Company adopted FSP
FAS 115-2 and FAS 124-2, which provides guidance for the measurement and recognition of other than
temporary impairment for debt securities. If an entity does not intend to sell, and it is more
likely than not that the entity will not be required to sell a debt security before recovery of its
cost basis, impairment should be separated into (a) the amount representing credit loss and (b) the
amount related to all other factors. The amount of impairment related to credit loss is recognized
in earnings and the impairment related to other factors is recognized in other comprehensive income
(loss). To determine the amount related to credit loss, the Company applied a method similar to
that described by SFAS 114, Accounting by Creditors for Impairment of a Loan using a single best
estimate of expected cash flows. The Companys adoption of FSP 115-2 and FAS 124-2 resulted in the
recognition of a cumulative-effect adjustment to retained earnings with a corresponding charge to
accumulated other comprehensive income of $309,000. No impairment charges were recognized in the
second quarter of 2009.
9
The following tables present the portion of the Companys available-for-sale securities portfolio
which has gross unrealized losses, reflecting the length of time that individual securities have
been in a continuous unrealized loss position at June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuous unrealized |
|
Continuous unrealized |
|
|
|
|
losses existing for |
|
losses existing for |
|
|
|
|
less than 12 months |
|
greater than 12 months |
|
Total |
|
|
Fair |
|
Unrealized |
|
Fair |
|
Unrealized |
|
Fair |
|
Unrealized |
(Dollars in thousands) |
|
Value |
|
Losses |
|
Value |
|
Losses |
|
Value |
|
Losses |
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
110,928 |
|
|
|
(10,952 |
) |
|
|
|
|
|
|
|
|
|
|
110,928 |
|
|
|
(10,952 |
) |
U.S. Government agencies |
|
|
205,384 |
|
|
|
(3,340 |
) |
|
|
|
|
|
|
|
|
|
|
205,384 |
|
|
|
(3,340 |
) |
Municipal |
|
|
15,787 |
|
|
|
(546 |
) |
|
|
1,777 |
|
|
|
(191 |
) |
|
|
17,564 |
|
|
|
(737 |
) |
Corporate notes and other debt |
|
|
11,242 |
|
|
|
(2,489 |
) |
|
|
19,945 |
|
|
|
(4,668 |
) |
|
|
31,187 |
|
|
|
(7,157 |
) |
Mortgage-backed |
|
|
128,839 |
|
|
|
(3,704 |
) |
|
|
174 |
|
|
|
(1 |
) |
|
|
129,013 |
|
|
|
(3,705 |
) |
Federal Reserve/FHLB stock
and other equity securities |
|
|
584 |
|
|
|
(1 |
) |
|
|
4,326 |
|
|
|
(1,978 |
) |
|
|
4,910 |
|
|
|
(1,979 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
472,764 |
|
|
|
(21,032 |
) |
|
|
26,222 |
|
|
|
(6,838 |
) |
|
|
498,986 |
|
|
|
(27,870 |
) |
|
|
|
|
|
|
|
The Company does not consider these unrealized losses to be other-than-temporary at June 30, 2009.
The unrealized losses within each category have occurred as a result of changes in interest rates
and market spreads subsequent to purchase. A substantial portion of the securities that have
unrealized losses are either U.S. Treasury securities or corporate debt obligations. The corporate
debt obligations include four trust-preferred securities with unrealized losses totaling $4.3
million. These four securities represent financial issuers with high investment grade credit
ratings. Most of these obligations were purchased in 1999, have interest rates significantly below
the rates at which these types of obligations are currently issued, and have maturity dates in
2027. Although they are currently callable by the issuers, it is unlikely that they will be called
in the near future as the interest rates are very attractive to the issuers. A review of the
issuers indicated that they have recently raised equity capital and/or have strong capital ratios.
The Company does not intend to sell these investments and it is not more likely than not that the
Company will be required to sell these investments before recovery of the amortized cost bases,
which may be the maturity dates of the securities.
In prior periods the Company recognized other than temporary impairment charges on corporate debt
securities in the Companys high-yield portfolio as well as other corporate debt (non-financial
issuers). Changes in the amount of credit losses recognized in net income on these corporate debt securities
are summarized as follows:
|
|
|
|
|
|
|
Three Months Ended |
|
(Dollars in thousands) |
|
June 30, 2009 |
|
Balance at beginning of period |
|
$ |
(6,181 |
) |
Credit losses not previously recognized |
|
|
|
|
Reductions for securities sold during the period |
|
|
1,986 |
|
|
|
|
|
Balance at end of period |
|
$ |
(4,195 |
) |
|
|
|
|
The amortized cost and fair value of securities as of June 30, 2009, by contractual maturity, are
shown in the following table. Contractual maturities may differ from actual maturities as
borrowers may have the right to call or repay obligations with or without call or prepayment
penalties. Mortgage-backed securities are not included in the maturity categories in the following
maturity summary as actual maturities may differ from contractual maturities because the underlying
mortgages may be called or prepaid without penalties:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
Amortized |
|
Fair |
(Dollars in thousands) |
|
Cost |
|
Value |
Due in one year or less |
|
$ |
100,723 |
|
|
|
101,037 |
|
Due in one to five years |
|
|
264,235 |
|
|
|
265,087 |
|
Due in five to ten years |
|
|
260,256 |
|
|
|
248,695 |
|
Due after ten years |
|
|
140,299 |
|
|
|
132,476 |
|
Mortgage-backed |
|
|
399,547 |
|
|
|
406,330 |
|
Federal Reserve/FHLB Stock and other equity |
|
|
115,764 |
|
|
|
113,785 |
|
|
|
|
Total available-for-sale securities |
|
$ |
1,280,824 |
|
|
|
1,267,410 |
|
|
|
|
10
The following table provides information as to the amount of gross gains and losses realized
through the sales of available-for-sale investment securities:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
(Dollars in thousands) |
|
June 30, 2009 |
|
|
June 30, 2009 |
|
Realized gains |
|
$ |
1,703 |
|
|
$ |
1,816 |
|
Realized losses |
|
|
(163 |
) |
|
|
(178 |
) |
|
|
|
|
|
|
|
Net realized gains (losses) |
|
$ |
1,540 |
|
|
$ |
(1,638 |
) |
|
|
|
|
|
|
|
(5) Loans
The following table is a summary of the loan portfolio as of the dates shown:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate |
|
$ |
5,083,917 |
|
|
$ |
4,778,664 |
|
|
$ |
4,610,550 |
|
Home equity |
|
|
912,399 |
|
|
|
896,438 |
|
|
|
770,748 |
|
Residential real estate |
|
|
279,345 |
|
|
|
262,908 |
|
|
|
243,400 |
|
Premium finance receivables (1) |
|
|
1,070,514 |
|
|
|
1,346,586 |
|
|
|
1,145,986 |
|
Indirect consumer loans |
|
|
133,808 |
|
|
|
175,955 |
|
|
|
221,511 |
|
Other loans |
|
|
115,493 |
|
|
|
160,518 |
|
|
|
161,408 |
|
|
|
|
|
|
|
|
|
|
|
Total loans, net of unearned income |
|
$ |
7,595,476 |
|
|
$ |
7,621,069 |
|
|
$ |
7,153,603 |
|
|
|
|
|
|
|
|
|
|
|
Mix: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate |
|
|
67 |
% |
|
|
63 |
% |
|
|
65 |
% |
Home equity |
|
|
12 |
|
|
|
12 |
|
|
|
11 |
|
Residential real estate |
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
Premium finance receivables (1) |
|
|
14 |
|
|
|
18 |
|
|
|
16 |
|
Indirect consumer loans |
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
Other loans |
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Total loans, net of unearned income |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes $520 million of premium finance receivables reclassified to held-for-sale in the
second quarter of 2009. |
Premium finance receivables are
recorded net of unearned income. The unearned income portions of premium finance receivables were $30.7 million at June 30, 2009,
$27.1 million at December 31, 2008 and $22.9 million at June 30, 2008. Indirect consumer loans
include auto, boat and other indirect consumer loans. Total loans include net deferred loan fees and costs and fair
value purchase accounting adjustments totaling $10.5 million at June 30, 2009, $9.4 million at
December 31, 2008 and $8.7 million at June 30, 2008.
11
(6) Deposits
The following table is a summary of deposits as of the dates shown:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance: |
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits |
|
$ |
793,173 |
|
|
$ |
757,844 |
|
|
$ |
688,512 |
|
NOW accounts |
|
|
1,072,255 |
|
|
|
1,040,105 |
|
|
|
1,064,792 |
|
Wealth management deposits |
|
|
919,968 |
|
|
|
716,178 |
|
|
|
599,451 |
|
Money market accounts |
|
|
1,379,164 |
|
|
|
1,124,068 |
|
|
|
900,482 |
|
Savings accounts |
|
|
461,377 |
|
|
|
337,808 |
|
|
|
326,869 |
|
Time certificates of deposit |
|
|
4,565,395 |
|
|
|
4,400,747 |
|
|
|
4,181,261 |
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
9,191,332 |
|
|
$ |
8,376,750 |
|
|
$ |
7,761,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mix: |
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits |
|
|
9 |
% |
|
|
9 |
% |
|
|
9 |
% |
NOW accounts |
|
|
11 |
|
|
|
12 |
|
|
|
14 |
|
Wealth management deposits |
|
|
10 |
|
|
|
9 |
|
|
|
8 |
|
Money market accounts |
|
|
15 |
|
|
|
13 |
|
|
|
12 |
|
Savings accounts |
|
|
5 |
|
|
|
4 |
|
|
|
4 |
|
Time certificates of deposit |
|
|
50 |
|
|
|
53 |
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
Wealth management deposits represent deposit balances at the Companys subsidiary banks from
brokerage customers of Wayne Hummer Investments, trust and asset management customers of Wayne
Hummer Trust Company and brokerage customers from unaffiliated companies.
(7) Notes Payable, Federal Home Loan Bank Advances, Other Borrowings and Subordinated Notes
The following table is a summary of notes payable, Federal Home Loan Bank advances, other
borrowings and subordinated notes as of the dates shown:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable |
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
$ |
41,975 |
|
Federal Home Loan Bank advances |
|
|
435,980 |
|
|
|
435,981 |
|
|
|
438,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowings: |
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold under repurchase agreements |
|
|
242,478 |
|
|
|
334,925 |
|
|
|
381,151 |
|
Other |
|
|
1,808 |
|
|
|
1,839 |
|
|
|
1,858 |
|
|
|
|
|
|
|
|
|
|
|
Total other borrowings |
|
|
244,286 |
|
|
|
336,764 |
|
|
|
383,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated notes |
|
|
65,000 |
|
|
|
70,000 |
|
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable, Federal Home Loan Bank advances,
other borrowings and subordinated notes |
|
$ |
746,266 |
|
|
$ |
843,745 |
|
|
$ |
938,967 |
|
|
|
|
|
|
|
|
|
|
|
12
The $1.0 million balance at June 30, 2009 represents the outstanding balance on a $101.0 million
loan agreement (Agreement) with an unaffiliated bank. The Agreement consists of a $100.0 million
revolving note, with a maturity date of August 31, 2009, and a $1.0 million note that matures on
June 1, 2015. At June 30, 2009, there was no outstanding balance on the $100.0 million revolving
note. Interest is calculated, at the Companys option, at a floating rate equal to either: (1)
LIBOR plus 200 basis points or (2) the greater of the lenders prime rate or the Federal Funds Rate
plus 50 basis points. The Agreement is secured by the stock of some of the Banks and contains
several restrictive covenants, including the maintenance of various capital adequacy levels, asset
quality and profitability ratios, and certain restrictions on dividends and other indebtedness. In
May 2009 the Company and lender entered into an amendment to the Agreement which waived the prior
violation of a debt covenant and amended the covenant to require that the Company have a return on
assets in excess of zero percent based on quarterly regulatory filings through June 30, 2009 and in
excess of 0.35 percent thereafter. The Agreement may be utilized, as needed, to provide capital
to fund continued growth at the Companys Banks and to serve as an interim source of funds for
acquisitions, common stock repurchases or other general corporate purposes.
Federal Home Loan Bank advances consist of fixed rate obligations of the Banks and are
collateralized by qualifying residential real estate and home equity loans and certain securities.
FHLB advances are stated at par value of the debt adjusted for unamortized fair value adjustments
recorded in connection with advances acquired through acquisitions.
At June 30, 2009, securities sold under repurchase agreements represent $62.2 million of customer
balances in sweep accounts in connection with master repurchase agreements at the Banks and $180.3
million of short-term borrowings from brokers.
The subordinated notes represent three notes, issued in October 2002, April 2003 and October 2005
(funded in May 2006). The balances of the notes as of June 30, 2009 were $20.0 million, $20.0
million and $25.0 million, respectively. Each subordinated note requires annual principal
payments of $5.0 million beginning in the sixth year, with final maturities in the tenth year.
The Company may redeem the subordinated notes at any time prior to maturity. Interest on each
note is calculated at a rate equal to LIBOR plus 130 basis points.
(8) Junior Subordinated Debentures
As of June 30, 2009, the Company owned 100% of the common securities of nine trusts, Wintrust
Capital Trust III, Wintrust Statutory Trust IV, Wintrust Statutory Trust V, Wintrust Capital Trust
VII, Wintrust Capital Trust VIII, Wintrust Capital Trust IX, Northview Capital Trust I, Town
Bankshares Capital Trust I, and First Northwest Capital Trust I (the Trusts) set up to provide
long-term financing. The Northview, Town and First Northwest capital trusts were acquired as part
of the acquisitions of Northview Financial Corporation, Town Bankshares, Ltd., and First Northwest
Bancorp, Inc., respectively. The Trusts were formed for purposes of issuing trust preferred
securities to third-party investors and investing the proceeds from the issuance of the trust
preferred securities and common securities solely in junior subordinated debentures issued by the
Company (or assumed by the Company in connection with an acquisition), with the same maturities and
interest rates as the trust preferred securities. The junior subordinated debentures are the sole
assets of the Trusts. In each Trust, the common securities represent approximately 3% of the junior
subordinated debentures and the trust preferred securities represent approximately 97% of the
junior subordinated debentures.
The Trusts are reported in the Companys consolidated financial statements as unconsolidated
subsidiaries. Accordingly, in the Consolidated Statements of Condition, the junior subordinated
debentures issued by the Company to the Trusts are reported as liabilities and the common
securities of the Trusts, all of which are owned by the Company, are included in available-for-sale
securities.
13
The following table provides a summary of the Companys junior subordinated debentures as of June
30, 2009. The junior subordinated debentures represent the par value of the obligations owed to the
Trusts and basis adjustments for unamortized fair value adjustments recognized at the respective
acquisition dates for the Northview, Town and First Northwest obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Junior |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earliest |
|
|
|
Trust Preferred |
|
|
Subordinated |
|
|
Rate |
|
|
Rate at |
|
|
Issue |
|
|
Maturity |
|
|
Redemption |
|
(Dollars in thousands) |
|
Securities |
|
|
Debentures |
|
|
Structure |
|
|
6/30/09 |
|
|
Date |
|
|
Date |
|
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wintrust Capital Trust III |
|
$ |
25,000 |
|
|
$ |
25,774 |
|
|
|
L+3.25 |
|
|
|
4.38 |
% |
|
|
04/2003 |
|
|
|
04/2033 |
|
|
|
04/2008 |
|
Wintrust Statutory Trust IV |
|
|
20,000 |
|
|
|
20,619 |
|
|
|
L+2.80 |
|
|
|
3.40 |
% |
|
|
12/2003 |
|
|
|
12/2033 |
|
|
|
12/2008 |
|
Wintrust Statutory Trust V |
|
|
40,000 |
|
|
|
41,238 |
|
|
|
L+2.60 |
|
|
|
3.20 |
% |
|
|
05/2004 |
|
|
|
05/2034 |
|
|
|
06/2009 |
|
Wintrust Capital Trust VII |
|
|
50,000 |
|
|
|
51,550 |
|
|
|
L+1.95 |
|
|
|
2.58 |
% |
|
|
12/2004 |
|
|
|
03/2035 |
|
|
|
03/2010 |
|
Wintrust Capital Trust VIII |
|
|
40,000 |
|
|
|
41,238 |
|
|
|
L+1.45 |
|
|
|
2.05 |
% |
|
|
08/2005 |
|
|
|
09/2035 |
|
|
|
09/2010 |
|
Wintrust Capital Trust IX |
|
|
50,000 |
|
|
|
51,547 |
|
|
Fixed |
|
|
6.84 |
% |
|
|
09/2006 |
|
|
|
09/2036 |
|
|
|
09/2011 |
|
Northview Capital Trust I |
|
|
6,000 |
|
|
|
6,186 |
|
|
|
L+3.00 |
|
|
|
4.03 |
% |
|
|
08/2003 |
|
|
|
11/2033 |
|
|
|
08/2008 |
|
Town Bankshares Capital Trust I |
|
|
6,000 |
|
|
|
6,186 |
|
|
|
L+3.00 |
|
|
|
4.03 |
% |
|
|
08/2003 |
|
|
|
11/2033 |
|
|
|
08/2008 |
|
First Northwest Capital Trust I |
|
|
5,000 |
|
|
|
5,155 |
|
|
|
L+3.00 |
|
|
|
3.60 |
% |
|
|
05/2004 |
|
|
|
05/2034 |
|
|
|
05/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
249,493 |
|
|
|
|
|
|
|
3.82 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The junior subordinated debentures totaled $249.5 million at June 30, 2009 and December 31, 2008
and $249.6 million at June 30, 2008.
The interest rates on the variable rate junior subordinated debentures are based on the three-month
LIBOR rate and reset on a quarterly basis. The interest rate on the Wintrust Capital Trust IX
junior subordinated debentures, currently fixed at 6.84%, changes to a variable rate equal to
three-month LIBOR plus 1.63% effective September 15, 2011. At June 30, 2009, the weighted average
contractual interest rate on the junior subordinated debentures was 3.82%. The Company entered into
$175 million of interest rate swaps to hedge the variable cash flows on certain junior subordinated
debentures. The hedge-adjusted rate on the junior subordinated debentures on June 30, 2009, was
7.14%. Distributions on all issues are payable on a quarterly basis.
The Company has guaranteed the payment of distributions and payments upon liquidation or redemption
of the trust preferred securities, in each case to the extent of funds held by the Trusts. The
Company and the Trusts believe that, taken together, the obligations of the Company under the
guarantees, the junior subordinated debentures, and other related agreements provide, in the
aggregate, a full, irrevocable and unconditional guarantee, on a subordinated basis, of all of the
obligations of the Trusts under the trust preferred securities. Subject to certain limitations, the
Company has the right to defer the payment of interest on the junior subordinated debentures at any
time, or from time to time, for a period not to exceed 20 consecutive quarters. The trust preferred
securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior
subordinated debentures at maturity or their earlier redemption. The junior subordinated debentures
are redeemable in whole or in part prior to maturity at any time after the earliest redemption
dates shown in the table, and earlier at the discretion of the Company if certain conditions are
met, and, in any event, only after the Company has obtained Federal Reserve approval, if then
required under applicable guidelines or regulations.
The junior subordinated debentures, subject to certain limitations, qualify as Tier 1 capital of
the Company for regulatory purposes. The amount of junior subordinated debentures and certain other
capital elements in excess of those certain limitations could be included in Tier 2 capital,
subject to restrictions.
14
(9) Segment Information
The segment financial information provided in the following tables has been derived from the
internal profitability reporting system used by management to monitor and manage the financial
performance of the Company. The Company evaluates segment performance based on after-tax profit or
loss and other appropriate profitability measures common to each segment. Certain indirect
expenses have been allocated based on actual volume measurements and other criteria, as
appropriate. Inter-segment revenue and transfers are generally accounted for at current market
prices. The parent and inter-segment eliminations reflect parent company information and
inter-segment eliminations. In the first quarter of 2009, the Company combined the premium finance
and Tricom segments into the specialty finance segment. Prior period information has been restated
to reflect this change.
The net interest income and segment profit of the banking segment includes income and related
interest costs from portfolio loans that were purchased from the specialty finance segment. For
purposes of internal segment profitability analysis, management reviews the results of its
specialty finance segment as if all loans originated and sold to the banking segment were retained
within that segments operations, thereby causing inter-segment eliminations. Similarly, for
purposes of analyzing the contribution from the wealth management segment, management allocates the
net interest income earned by the banking segment on deposit balances of customers of the wealth
management segment to the wealth management segment. (See Wealth management deposits discussion
in Deposits section of this report for more information on these deposits.) The following tables
present a summary of certain operating information for each reportable segment for the three and
six months ended for the periods shown:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
June 30, |
|
|
$ Change in |
|
|
% Change in |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
Contribution |
|
|
Contribution |
|
Net interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
$ |
69,606 |
|
|
$ |
57,964 |
|
|
$ |
11,642 |
|
|
|
20 |
% |
Specialty finance |
|
|
19,204 |
|
|
|
17,136 |
|
|
|
2,068 |
|
|
|
12 |
|
Wealth management |
|
|
7,010 |
|
|
|
4,484 |
|
|
|
2,526 |
|
|
|
56 |
|
Parent and inter-segment eliminations |
|
|
(23,323 |
) |
|
|
(20,184 |
) |
|
|
(3,139 |
) |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net interest income |
|
$ |
72,497 |
|
|
$ |
59,400 |
|
|
$ |
13,097 |
|
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
$ |
28,207 |
|
|
$ |
24,449 |
|
|
$ |
3,758 |
|
|
|
15 |
% |
Specialty finance |
|
|
650 |
|
|
|
1,321 |
|
|
|
(671 |
) |
|
|
(51 |
) |
Wealth management |
|
|
9,553 |
|
|
|
10,077 |
|
|
|
(524 |
) |
|
|
(5 |
) |
Parent and inter-segment eliminations |
|
|
7,042 |
|
|
|
(2,243 |
) |
|
|
9,285 |
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
$ |
45,452 |
|
|
$ |
33,604 |
|
|
$ |
11,848 |
|
|
|
35 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
$ |
4,667 |
|
|
$ |
14,948 |
|
|
$ |
(10,281 |
) |
|
|
(69) |
% |
Specialty finance |
|
|
8,080 |
|
|
|
8,089 |
|
|
|
(9 |
) |
|
|
|
|
Wealth management |
|
|
3,702 |
|
|
|
2,876 |
|
|
|
826 |
|
|
|
29 |
|
Parent and inter-segment eliminations |
|
|
(9,900 |
) |
|
|
(14,637 |
) |
|
|
4,737 |
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment profit |
|
$ |
6,549 |
|
|
$ |
11,276 |
|
|
$ |
(4,727 |
) |
|
|
(42) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
$ |
11,214,377 |
|
|
$ |
9,791,254 |
|
|
$ |
1,423,123 |
|
|
|
15 |
% |
Specialty finance |
|
|
1,146,971 |
|
|
|
1,239,496 |
|
|
|
(92,525 |
) |
|
|
(8 |
) |
Wealth management |
|
|
58,068 |
|
|
|
57,881 |
|
|
|
187 |
|
|
|
|
|
Parent and inter-segment eliminations |
|
|
(1,059,880 |
) |
|
|
(1,165,554 |
) |
|
|
105,674 |
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment assets |
|
$ |
11,359,536 |
|
|
$ |
9,923,077 |
|
|
$ |
1,436,459 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
|
|
June 30, |
|
|
$ Change in |
|
|
% Change in |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
Contribution |
|
|
Contribution |
|
Net interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
$ |
131,415 |
|
|
$ |
118,648 |
|
|
$ |
12,767 |
|
|
|
11 |
% |
Specialty finance |
|
|
38,219 |
|
|
|
34,679 |
|
|
|
3,540 |
|
|
|
10 |
|
Wealth management |
|
|
13,502 |
|
|
|
9,290 |
|
|
|
4,212 |
|
|
|
45 |
|
Parent and inter-segment eliminations |
|
|
(45,857 |
) |
|
|
(41,475 |
) |
|
|
(4,382 |
) |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net interest income |
|
$ |
137,279 |
|
|
$ |
121,142 |
|
|
$ |
16,137 |
|
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
$ |
51,683 |
|
|
$ |
41,729 |
|
|
$ |
9,954 |
|
|
|
24 |
% |
Specialty finance |
|
|
1,454 |
|
|
|
3,176 |
|
|
|
(1,722 |
) |
|
|
(54 |
) |
Wealth management |
|
|
17,557 |
|
|
|
19,762 |
|
|
|
(2,205 |
) |
|
|
(11 |
) |
Parent and inter-segment eliminations |
|
|
11,185 |
|
|
|
(6,491 |
) |
|
|
17,676 |
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
$ |
81,879 |
|
|
$ |
58,176 |
|
|
$ |
23,703 |
|
|
|
41 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking |
|
$ |
10,507 |
|
|
$ |
29,505 |
|
|
$ |
(18,998 |
) |
|
|
64 |
% |
Specialty finance |
|
|
16,285 |
|
|
|
16,621 |
|
|
|
(336 |
) |
|
|
(2 |
) |
Wealth management |
|
|
6,850 |
|
|
|
5,645 |
|
|
|
1,205 |
|
|
|
21 |
|
Parent and inter-segment eliminations |
|
|
(20,735 |
) |
|
|
(30,790 |
) |
|
|
10,055 |
|
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment profit |
|
$ |
12,907 |
|
|
$ |
20,981 |
|
|
$ |
(8,074 |
) |
|
|
(38) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
NM = Not Meaningful
(10) Derivative Financial Instruments
Management uses derivative financial instruments to manage its exposure to interest rate risk. The
derivative financial instruments currently used by the Company to manage its exposure to interest
rate risk include: (1) interest rate swaps to manage the interest rate risk of certain variable
rate liabilities; (2) interest rate lock commitments provided to customers to fund certain mortgage
loans to be sold into the secondary market; (3) forward commitments for the future delivery of such
loans to protect the Company from adverse changes in interest rates and corresponding changes in
the value of mortgage loans available-for-sale; and (4) covered call options related to specific
investment securities to enhance the overall yield on such securities. The Company also enters into
derivatives (typically interest rate swaps) with certain qualified borrowers to facilitate their
respective risk management strategies and concurrently enters into mirror-image derivatives with a
third party counterparty, effectively making a market in the derivatives for such borrowers.
In accordance with SFAS 133, the Company recognizes all derivative financial instruments in the
consolidated financial statements at fair value regardless of the purpose or intent for holding the
instrument. Derivative financial instruments are included in other assets or other liabilities, as
appropriate, on the Consolidated Statements of Condition. Changes in the fair value of derivative
financial instruments are either recognized periodically in income or in shareholders equity as a
component of other comprehensive income depending on whether the derivative financial instrument
qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow
hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are
recorded in income in the same period and in the same income statement line as changes in the fair
values of the hedged items that relate to the hedged risk(s). Changes in fair values of derivative
financial instruments accounted for as cash flow hedges, to the extent they are effective hedges,
are recorded as a component of other comprehensive income, net of deferred taxes. Changes in fair
values of derivative financial instruments not qualifying as hedges pursuant to SFAS 133 are
reported in non-interest income. Interest rate derivative contracts are valued by a third party and are
periodically validated by comparison with valuations provided by the respective counterparties.
Fair values of
mortgage banking derivatives (interest rate lock commitments and forward commitments to sell
mortgage loans) are estimated based on changes in mortgage interest rates from the date of the loan
commitment.
16
The table below presents the fair value of the Companys derivative financial instruments as well
as their classification on the Consolidated Statements of Condition
as of June 30, 2009 and December 31, 2008 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Assets |
|
Derivative Liabilities |
|
|
Balance |
|
Fair Value |
|
Balance |
|
Fair Value |
|
|
Sheet |
|
June 30, |
|
December 31, |
|
Sheet |
|
June 30, |
|
December 31, |
|
|
Location |
|
2009 |
|
2008 |
|
Location |
|
2009 |
|
2008 |
Derivatives designated as hedging instruments
under SFAS 133: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps designated as Cash Flow Hedges |
|
Other assets |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
$ |
14,972 |
|
|
$ |
19,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
under SFAS 133: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives |
|
Other assets |
|
$ |
7,234 |
|
|
$ |
9,115 |
|
|
Other liabilities |
|
$ |
7,167 |
|
|
$ |
9,294 |
|
Interest rate lock commitments |
|
Other assets |
|
$ |
764 |
|
|
$ |
56 |
|
|
Other liabilities |
|
$ |
177 |
|
|
$ |
386 |
|
Forward commitments to sell mortgage loans |
|
Other assets |
|
$ |
2,281 |
|
|
$ |
401 |
|
|
Other liabilities |
|
$ |
801 |
|
|
$ |
191 |
|
|
|
|
|
|
|
|
|
|
Total derivatives not designated as hedging
instruments under SFAS 133 |
|
|
|
$ |
10,279 |
|
|
$ |
9,572 |
|
|
|
|
$ |
8,145 |
|
|
$ |
9,871 |
|
|
|
|
|
|
|
|
|
|
Total derivatives |
|
|
|
$ |
10,279 |
|
|
$ |
9,572 |
|
|
|
|
$ |
23,117 |
|
|
$ |
29,185 |
|
|
|
|
|
|
|
|
|
|
Cash Flow Hedges of Interest Rate Risk
The Companys objectives in using interest rate derivatives are to add stability to interest income
and to manage its exposure to interest rate movements. To accomplish these objectives, the Company
primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest
rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a
counterparty in exchange for the Company making fixed-rate payments over the life of the agreements
without the exchange of the underlying notional amount. As of June 30, 2009, the Company had five
interest rate swaps with an aggregate notional amount of $175.0 million that were designated as
cash flow hedges of interest rate risk.
17
The table below provides details on each of these five interest rate swaps as of June 30, 2009
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
Notional |
|
Fair Value |
|
Receive Rate |
|
Pay Rate |
|
Type of Hedging |
Maturity Date |
|
Amount |
|
Gain (Loss) |
|
(LIBOR) |
|
(Fixed) |
|
Relationship |
|
|
Pay Fixed, Receive Variable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2011 |
|
$ |
20,000 |
|
|
$ |
(1,576 |
) |
|
|
0.60 |
% |
|
|
5.25 |
% |
|
Cash Flow |
September 2011 |
|
|
40,000 |
|
|
|
(3,140 |
) |
|
|
0.60 |
% |
|
|
5.25 |
% |
|
Cash Flow |
October 2011 |
|
|
25,000 |
|
|
|
(940 |
) |
|
|
1.13 |
% |
|
|
3.39 |
% |
|
Cash Flow |
September 2013 |
|
|
50,000 |
|
|
|
(5,168 |
) |
|
|
0.63 |
% |
|
|
5.30 |
% |
|
Cash Flow |
September 2013 |
|
|
40,000 |
|
|
|
(4,148 |
) |
|
|
0.60 |
% |
|
|
5.30 |
% |
|
Cash Flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
175,000 |
|
|
$ |
(14,972 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
During 2009, these interest rate swaps were used to hedge the variable cash outflows associated
with interest expense on the Companys junior subordinated debentures. The effective portion of
changes in the fair value of these cash flow hedges is recorded in accumulated other comprehensive
income and is subsequently reclassified to interest expense as interest payments are made on the
Companys variable rate junior subordinated debentures. The changes in fair value (net of tax) are
separately disclosed in the statement of changes in shareholders equity as a component of
comprehensive income. The ineffective portion of the change in fair value of these derivatives is
recognized directly in earnings; however, no hedge ineffectiveness was recognized during the three
and six months ended June 30, 2009 or June 30, 2008. The Company uses the hypothetical derivative
method to assess and measure effectiveness.
A rollforward of the amounts in accumulated other comprehensive income related to interest rate
swaps designated as cash flow hedges follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
Unrealized gain (loss) at beginning of period |
|
$ |
(18,796 |
) |
|
$ |
(15,447 |
) |
|
$ |
(20,549 |
) |
|
$ |
(9,067 |
) |
Amount reclassified from accumulated other
comprehensive income to interest expense on
junior subordinated debentures |
|
|
1,800 |
|
|
|
1,113 |
|
|
|
3,402 |
|
|
|
1,375 |
|
Amount of gain (loss) recognized in other
comprehensive income |
|
|
1,014 |
|
|
|
6,176 |
|
|
|
1,165 |
|
|
|
(466 |
) |
|
|
|
|
|
Unrealized gain (loss) at end of period |
|
$ |
(15,982 |
) |
|
$ |
(8,158 |
) |
|
$ |
(15,982 |
) |
|
$ |
(8,158 |
) |
In September 2008, the Company terminated an interest rate swap with a notional amount of $25.0
million (maturing in October 2011) that was designated in a cash flow hedge and entered into a new
interest rate swap with another counterparty to effectively replace the terminated swap. The
interest rate swap was terminated by the Company in accordance with the default provisions in the
swap agreement. The unrealized loss on the interest rate swap at the date of termination is being
amortized out of other comprehensive income to interest expense over the remaining term of the
terminated swap. At June 30, 2009, accumulated other comprehensive income (loss) includes $1.0
million of unrealized loss ($622,000 net of tax) related to this terminated interest rate swap.
As of June 30, 2009, the Company estimates that during the next twelve months, $7.3 million will be
reclassified from accumulated other comprehensive income as an increase to interest expense.
18
Non-Designated Hedges
The Company does not use derivatives for speculative purposes. Derivatives not designated as hedges
are used to manage the Companys exposure to interest rate movements and other identified risks but
do not meet the strict hedge accounting requirements of SFAS 133. Changes in the fair value of
derivatives not designated in hedging relationships are recorded directly in earnings.
Interest Rate Derivatives The Company has interest rate derivatives, including swaps and option
products, resulting from a service the Company provides to certain qualified borrowers. The
Companys banking subsidiaries execute certain derivative products (typically interest rate swaps)
directly with qualified commercial borrowers to facilitate their respective risk management
strategies. For example, doing so allows the Companys commercial borrowers to effectively convert
a variable rate loan to a fixed rate. In order to minimize the Companys exposure on these
transactions, the Company simultaneously executes offsetting derivatives with third parties. In
most cases the offsetting derivatives have mirror-image terms, which result in the positions
changes in fair value substantially offsetting through earnings each period. However, to the extent
that the derivatives are not a mirror-image, and because of differences in counterparty credit risk
changes in fair value will not completely offset, resulting in some earnings impact each period.
Changes in the fair value of these derivatives are included in other non-interest income. At June
30, 2009, the Company had 76 derivative transactions (38 with customers and 38 with third parties)
with an aggregate notional amount of $291 million ($286 million of interest rate swaps and $5.0
million of interest rate options) related to this program. These interest rate derivatives had
maturity dates ranging from August 2010 to March 2019.
Mortgage Banking Derivatives These derivatives include interest rate lock commitments provided to
customers to fund certain mortgage loans to be sold into the secondary market and forward
commitments for the future delivery of such loans. It is the Companys practice to enter into
forward commitments for the future delivery of residential mortgage loans when interest rate lock
commitments are entered into in order to economically hedge the effect of future changes in
interest rates on its commitments to fund the loans as well as on its portfolio of mortgage loans
held-for-sale. The Companys mortgage banking derivatives have not been designated in SFAS 133
hedge relationships. At June 30, 2009 the Company had interest rate lock commitments with an
aggregate notional amount of $285 million and forward commitments to sell mortgage loans with an
aggregate notional amount of $583 million. The fair values of these derivatives were estimated
based on changes in mortgage rates from the dates of the commitments. Changes in the fair value of
these mortgage banking derivatives are included in mortgage banking revenue.
Other Derivatives
Periodically, the Company will sell options to a bank or dealer for the right to purchase certain
securities held within the Banks investment portfolios (covered call options). These option
transactions are designed primarily to increase the total return associated with the investment
securities portfolio. These options do not qualify as hedges pursuant to SFAS 133, and,
accordingly, changes in fair value of these contracts are recognized as other non-interest income.
There were no covered call options outstanding as of June 30, 2009, December 31, 2008 or June 30,
2008.
Amounts included in the consolidated statement of income related to derivative instruments not
designated in hedge relationships were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
Derivative |
|
Location in income statement |
|
June 30, 2009 |
|
June 30, 2008 |
|
June 30, 2009 |
|
June 30, 2008 |
|
Interest rate swaps and floors |
|
Other income |
|
$ |
(140 |
) |
|
$ |
64 |
|
|
$ |
247 |
|
|
$ |
20 |
|
Mortgage banking derivatives |
|
Mortgage banking revenue |
|
|
2,897 |
|
|
|
451 |
|
|
|
2,187 |
|
|
|
478 |
|
Covered call options |
|
Other income |
|
|
|
|
|
|
12,083 |
|
|
|
1,998 |
|
|
|
18,863 |
|
19
Credit Risk
Derivative instruments have inherent risks, primarily market risk and credit risk. Market risk is
associated with changes in interest rates and credit risk relates to the risk that the counterparty
will fail to perform according to the terms of the agreement. The amounts potentially subject to
market and credit risks are the streams of interest payments under the contracts and the market
value of the derivative instrument which is determined based on the interaction of the notional
amount of the contract with the underlying, and not the notional principal amounts used to express
the volume of the transactions. Market and credit risks are managed and monitored as part of the
Companys overall Asset/Liability management process, except that the credit risk related to
derivatives entered into with certain qualified borrowers is managed through the Companys standard
loan underwriting process since these derivatives are secured through collateral provided by the
loan agreements. Actual exposures are monitored against various types of credit limits established
to contain risk within parameters. When deemed necessary, appropriate types and amounts of
collateral are obtained to minimize credit exposure.
The Company has agreements with certain of its interest rate derivative counterparties that contain
a provision where if the Company defaults on any of its indebtedness, including default where
repayment of the indebtedness has not been accelerated by the lender, then the Company could also
be declared in default on its derivative obligations. The Company also has agreements with certain
of its derivative counterparties that contain a provision where if the Company fails to maintain
its status as a well / adequate capitalized institution, then the counterparty could terminate the
derivative positions and the Company would be required to settle its obligations under the
agreements. As of June 30, 2009, the fair value of interest rate derivatives in a net liability
position, which includes accrued interest related to these agreements, was $22.6 million. As of June 30, 2009 the Company has minimum
collateral posting thresholds with certain of its derivative counterparties and has posted
collateral consisting of $7.4 million of cash and $7.3 million of securities. If the Company had
breached any of these provisions at June 30, 2009 it would have been required to settle its
obligations under the agreements at the termination value and would have been required to pay any
additional amounts due in excess of amounts previously posted as collateral with the respective
counterparty.
The Company is also exposed to the credit risk of its commercial borrowers who are counterparties
to interest rate derivatives with the Banks. This counterparty risk related to the commercial
borrowers is managed and monitored through the Banks standard underwriting process applicable to
loans since these derivatives are secured through collateral provided by the loan agreement. The
counterparty risk associated with the mirror-image swaps executed with third parties is monitored
and managed in connection with the Companys overall asset liability management process.
20
(11) Fair Values of Assets and Liabilities
Effective January 1, 2008, upon adoption of SFAS 157, the Company began to group financial assets
and financial liabilities measured at fair value in three levels, based on the markets in which the
assets and liabilities are traded and the observability of the assumptions used to determine fair
value. These levels are:
|
|
|
Level 1 unadjusted quoted prices in active markets for identical assets or
liabilities. |
|
|
|
|
Level 2 inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly. These include quoted prices for
similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other than quoted prices that
are observable for the asset or liability or inputs that are derived principally from or
corroborated by observable market data by correlation or other means. |
|
|
|
|
Level 3 significant unobservable inputs that reflect the Companys own assumptions
that market participants would use in pricing the assets or liabilities. Level 3 assets
and liabilities include financial instruments whose value is determined using pricing
models, discounted cash flow methodologies, or similar techniques, as well as instruments
for which the determination of fair value requires significant management judgment or
estimation. |
A financial instruments categorization within the above valuation hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. The Companys assessment
of the significance of a particular input to the fair value measurement in its entirety requires
judgment, and considers factors specific to the assets or liabilities. Following is a description
of the valuation methodologies used for the Companys assets and liabilities measured at fair value
on a recurring basis.
Available-for-sale and trading account securities Fair values for available-for-sale and trading
account securities are based on quoted market prices when available or through the use of
alternative approaches, such as matrix or model pricing or indicators from market makers.
Mortgage loans held-for-sale Mortgage loans originated by WMC on or after January 1, 2008 are
carried at fair value. The fair value of mortgage loans held-for-sale is determined by reference
to investor price sheets for loan products with similar characteristics.
Mortgage servicing rights Fair value for mortgage servicing rights is determined utilizing a
third party valuation model which stratifies the servicing rights into pools based on product type
and interest rate. The fair value of each servicing rights pool is calculated based on the present
value of estimated future cash flows using a discount rate commensurate with the risk associated
with that pool, given current market conditions. Estimates of fair value include assumptions about
prepayment speeds, interest rates and other factors which are subject to change over time.
Derivative instruments The Companys derivative instruments include interest rate swaps,
commitments to fund mortgages for sale into the secondary market (interest rate locks) and forward
commitments to end investors for the sale of mortgage loans. Interest rate swaps are valued by a
third party, using models that primarily use market observable inputs, such as yield curves, and
are validated by comparison with valuations provided by the respective counterparties. The fair
value for mortgage derivatives is based on changes in mortgage rates from the date of the
commitments.
Nonqualified deferred compensation assets The underlying assets relating to the nonqualified
deferred compensation plan are included in a trust and primarily consist of non-exchange traded
institutional funds which are priced based by an independent third party service.
Retained interests from the sale of premium finance receivables The fair value of retained
interests, which include servicing rights and interest only strips, from the sale of premium
finance receivables are based on certain observable inputs such as interest rates and credits
spreads, as well as unobservable inputs such as prepayments, late payments and estimated net
charge-offs.
21
The following tables present the balances of assets and liabilities measured at fair value on a
recurring basis for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
(Dollars in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
110,928 |
|
|
$ |
|
|
|
$ |
110,928 |
|
|
$ |
|
|
U.S. Government agencies |
|
|
515,232 |
|
|
|
|
|
|
|
515,232 |
|
|
|
|
|
Municipal |
|
|
58,863 |
|
|
|
|
|
|
|
50,508 |
|
|
|
8,355 |
|
Corporate notes and other debt |
|
|
62,272 |
|
|
|
|
|
|
|
57,894 |
|
|
|
4,378 |
|
Mortgage-backed |
|
|
406,330 |
|
|
|
|
|
|
|
238,954 |
|
|
|
167,376 |
|
Equity securities (1) |
|
|
34,633 |
|
|
|
|
|
|
|
8,952 |
|
|
|
25,681 |
|
Trading account securities |
|
|
22,973 |
|
|
|
200 |
|
|
|
1,351 |
|
|
|
21,422 |
|
Mortgage loans held-for-sale |
|
|
291,275 |
|
|
|
|
|
|
|
291,275 |
|
|
|
|
|
Mortgage servicing rights |
|
|
6,278 |
|
|
|
|
|
|
|
|
|
|
|
6,278 |
|
Nonqualified deferred compensation
assets |
|
|
2,461 |
|
|
|
|
|
|
|
2,461 |
|
|
|
|
|
Derivative assets |
|
|
10,279 |
|
|
|
|
|
|
|
10,279 |
|
|
|
|
|
Retained interests from the sale of
premium finance receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,521,524 |
|
|
$ |
200 |
|
|
$ |
1,287,834 |
|
|
$ |
233,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
$ |
23,117 |
|
|
$ |
|
|
|
$ |
23,117 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
(Dollars in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Available-for-sale securities (1) |
|
$ |
1,512,537 |
|
|
$ |
|
|
|
$ |
1,363,349 |
|
|
$ |
149,188 |
|
Trading account securities |
|
|
1,877 |
|
|
|
80 |
|
|
|
1,797 |
|
|
|
|
|
Mortgage loans held-for-sale |
|
|
114,739 |
|
|
|
|
|
|
|
114,739 |
|
|
|
|
|
Mortgage servicing rights |
|
|
4,896 |
|
|
|
|
|
|
|
|
|
|
|
4,896 |
|
Nonqualified deferred compensation assets |
|
|
3,216 |
|
|
|
|
|
|
|
3,216 |
|
|
|
|
|
Derivative assets |
|
|
2,437 |
|
|
|
|
|
|
|
2,437 |
|
|
|
|
|
Retained interests from the sale of premium
finance receivables |
|
|
5,264 |
|
|
|
|
|
|
|
|
|
|
|
5,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,644,966 |
|
|
$ |
80 |
|
|
$ |
1,485,538 |
|
|
$ |
159,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
$ |
10,103 |
|
|
$ |
|
|
|
$ |
10,103 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes Federal Reserve and FHLB stock and the common securities issued by trusts formed by
the Company in conjunction with Trust Preferred Securities offerings. |
The aggregate remaining contractual principal balance outstanding as of June 30, 2009 and 2008 for
mortgage loans held-for-sale measured at fair value under SFAS 159 was $283.5 million and $112.6
million, respectively, while the aggregate fair value of mortgage loans held-for-sale was $291.3
million and $114.7 million, respectively, as shown in the above tables. There were no nonaccrual
loans or loans past due greater than 90 days and still accruing in the mortgage loans held-for-sale
portfolio measured at fair value as of June 30, 2009 and 2008.
22
The changes in Level 3 available-for-sale securities measured at fair value on a recurring basis
during the three months and six months ended June 30, 2009 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
|
U.S. Govt. |
|
|
|
|
|
|
notes and |
|
|
Mortgage |
|
|
Equity |
|
(Dollars in thousands) |
|
agencies |
|
|
Municipal |
|
|
other debt |
|
|
-backed |
|
|
securities |
|
Balance at March 31, 2009 |
|
$ |
109 |
|
|
$ |
17,096 |
|
|
$ |
4,374 |
|
|
$ |
175,475 |
|
|
$ |
25,872 |
|
Total net gains (losses) included in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (1) |
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(134 |
) |
|
|
|
|
Purchases, issuances and settlements, net |
|
|
|
|
|
|
(6,592 |
) |
|
|
|
|
|
|
(7,965 |
) |
|
|
|
|
Net transfers into/(out) of Level 3 |
|
|
(109 |
) |
|
|
(2,149 |
) |
|
|
|
|
|
|
|
|
|
|
(191 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
$ |
|
|
|
$ |
8,355 |
|
|
$ |
4,378 |
|
|
$ |
167,376 |
|
|
$ |
25,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2009 |
|
$ |
110 |
|
|
$ |
9,373 |
|
|
$ |
1,395 |
|
|
$ |
4,010 |
|
|
$ |
26,104 |
|
Total net gains included in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (1) |
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(1,447 |
) |
|
|
|
|
Purchases, issuances and settlements, net |
|
|
|
|
|
|
1,131 |
|
|
|
2,979 |
|
|
|
164,813 |
|
|
|
35 |
|
Net transfers into/(out) of Level 3 |
|
|
(109 |
) |
|
|
(2,149 |
) |
|
|
|
|
|
|
|
|
|
|
(458 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
$ |
|
|
|
$ |
8,355 |
|
|
$ |
4,378 |
|
|
$ |
167,376 |
|
|
$ |
25,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Income for Corporate notes and other debt is recognized as a component of interest income on
securities. |
The changes in Level 3 for assets and liabilities not including in the preceding table measured at
fair value on a recurring basis during the three months and six months ended June 30, 2009 are
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading |
|
|
Mortgage |
|
|
|
|
|
|
account |
|
|
servicing |
|
|
Retained |
|
(Dollars in thousands) |
|
securities |
|
|
rights |
|
|
Interests |
|
Balance at March 31, 2009 |
|
$ |
12,218 |
|
|
$ |
4,163 |
|
|
$ |
301 |
|
Total net gains (losses) included in: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (1) |
|
|
8,204 |
|
|
|
2,115 |
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases, issuances and settlements, net |
|
|
1,000 |
|
|
|
|
|
|
|
(301 |
) |
Net transfers into/(out) of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
$ |
21,422 |
|
|
$ |
6,278 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2009 |
|
$ |
3,075 |
|
|
$ |
3,990 |
|
|
$ |
1,229 |
|
Total net gains included in: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (1) |
|
|
16,301 |
|
|
|
2,288 |
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases, issuances and settlements, net |
|
|
2,046 |
|
|
|
|
|
|
|
(1,229 |
) |
Net transfers into/(out) of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
$ |
21,422 |
|
|
$ |
6,278 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Income for trading account securities is recognized as a component of trading income in
non-interest income, changes in the balance of mortgage servicing rights are recorded as a
component of mortgage banking revenue in non-interest income while gains for retained
interests are recorded as a component of gain on sales of premium finance receivables in
non-interest income. |
23
The changes in Level 3 for assets and liabilities measured at fair value on a recurring basis
during the three months and six months ended June 30, 2008 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available- |
|
|
Mortgage |
|
|
|
|
|
|
for-sale |
|
|
servicing |
|
|
Retained |
|
(Dollars in thousands) |
|
securities |
|
|
rights |
|
|
Interests |
|
Balance at March 31, 2008 |
|
$ |
195,349 |
|
|
$ |
4,371 |
|
|
$ |
5,703 |
|
Total net gains (losses) included in: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (1) |
|
|
|
|
|
|
525 |
|
|
|
1,898 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases, issuances and settlements, net |
|
|
107,307 |
|
|
|
|
|
|
|
(2,337 |
) |
Net transfers into/(out) of Level 3 |
|
|
(153,468 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2008 |
|
$ |
149,188 |
|
|
$ |
4,896 |
|
|
$ |
5,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2008 |
|
$ |
95,514 |
|
|
$ |
4,730 |
|
|
$ |
4,480 |
|
Total net gains included in: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (1) |
|
|
|
|
|
|
166 |
|
|
|
4,853 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases, issuances and settlements, net |
|
|
210,714 |
|
|
|
|
|
|
|
(4,069 |
) |
Net transfers into/(out) of Level 3 |
|
|
(157,040 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2008 |
|
$ |
149,188 |
|
|
$ |
4,896 |
|
|
$ |
5,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Changes in the balance of mortgage servicing rights are recorded as a component of mortgage
banking revenue in non-interest income while gains for retained interests are recorded as a
component of gain on sales of premium finance receivables in non-interest income. |
Also, the Company may be required, from time to time, to measure certain other financial assets at
fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually
result from application of lower of cost or market accounting or impairment charges of individual
assets. For assets measured at fair value on a nonrecurring basis that were still held in the
balance sheet at the end of the period, the following table provides the carrying value of the
related individual assets or portfolios at June 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
June 30, 2009 |
|
|
|
June 30, 2009 |
|
|
Fair Value |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses |
|
|
Losses |
|
(Dollars in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Recognized |
|
|
Recognized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
206,192 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
206,192 |
|
|
$ |
5,785 |
|
|
$ |
9,851 |
|
Other real estate owned |
|
|
41,438 |
|
|
|
|
|
|
|
|
|
|
|
41,438 |
|
|
|
224 |
|
|
|
352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
247,630 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
247,630 |
|
|
$ |
6,009 |
|
|
$ |
10,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans A loan is considered to be impaired when, based on current information and events,
it is probable that the Company will be unable to collect all amounts due pursuant to the
contractual terms of the loan agreement. Impairment is measured by estimating the fair value of
the loan based on the present value of expected cash flows, the market price of the loan, or the
fair value of the underlying collateral. As stated in SFAS 157, impaired loans are considered a
fair value measurement where an allowance is established based on the fair value of collateral.
Appraised values, which may require adjustments to market-based valuation inputs, are generally
used on real estate collateral-dependant impaired loans.
24
Other real estate owned Other real estate owned is comprised of real estate acquired in partial
or full satisfaction of loans and is included in other assets. Other real estate owned is recorded
at its estimated fair value less estimated selling costs at the date of transfer, with any excess
of the related loan balance over the fair value less expected selling costs charged to the
allowance for loan losses. Subsequent changes in value are reported as adjustments to the carrying
amount and are recorded in other non-interest expense. Gains and losses upon sale, if any, are also
charged to other non-interest expense. Fair value is generally based on third party appraisals and
internal estimates and is therefore considered a Level 3 valuation.
In accordance with SFAS No. 107, Disclosures about Fair Value of Financial Instruments (SFAS
107), as amended by FSP FAS 107-1 and APB 28-1, Interim Disclosures About Fair Value of Financial
Instruments, on a quarterly basis the Company is now required to report the fair value of all
financial instruments on the consolidated statement of condition, including those financial
instruments carried at cost. The fair value estimates, methods and assumptions set forth below for
the Companys financial instruments are made solely to comply with the requirements of SFAS 107 and
should be read in conjunction with the financial statements and notes included in this quarterly
report. The carrying amounts and estimated fair values of the Companys financial instruments at
June 30, 2009 and and December 31, 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2009 |
|
At December 31, 2008 |
|
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
(Dollars in thousands) |
|
Value |
|
Value |
|
Value |
|
Value |
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
163,832 |
|
|
|
163,832 |
|
|
|
445,904 |
|
|
|
445,904 |
|
Interest bearing deposits with banks |
|
|
655,759 |
|
|
|
655,759 |
|
|
|
123,009 |
|
|
|
123,009 |
|
Available-for-sale securities |
|
|
1,267,410 |
|
|
|
1,267,410 |
|
|
|
784,673 |
|
|
|
784,673 |
|
Trading account securities |
|
|
22,973 |
|
|
|
22,973 |
|
|
|
4,399 |
|
|
|
4,399 |
|
Brokerage customer receivables |
|
|
17,701 |
|
|
|
17,701 |
|
|
|
17,901 |
|
|
|
17,901 |
|
Mortgage loans held-for-sale, at fair value |
|
|
291,275 |
|
|
|
291,275 |
|
|
|
51,029 |
|
|
|
51,029 |
|
Loans held-for-sale, at lower of cost or market |
|
|
529,825 |
|
|
|
529,912 |
|
|
|
10,087 |
|
|
|
10,207 |
|
Loans, net of unearned income |
|
|
7,595,476 |
|
|
|
7,745,854 |
|
|
|
7,621,069 |
|
|
|
7,988,028 |
|
Mortgage servicing rights |
|
|
6,278 |
|
|
|
6,278 |
|
|
|
3,990 |
|
|
|
3,990 |
|
Nonqualified deferred compensation assets |
|
|
2,461 |
|
|
|
2,461 |
|
|
|
2,279 |
|
|
|
2,279 |
|
Retained interests from the sale of premium
finance receivables |
|
|
|
|
|
|
|
|
|
|
1,229 |
|
|
|
1,229 |
|
Derivative assets |
|
|
10,279 |
|
|
|
10,279 |
|
|
|
9,572 |
|
|
|
9,572 |
|
Accrued interest receivable and other |
|
|
118,659 |
|
|
|
118,659 |
|
|
|
114,737 |
|
|
|
114,737 |
|
|
|
|
|
|
Total financial assets |
|
$ |
10,681,928 |
|
|
|
10,832,393 |
|
|
|
9,189,878 |
|
|
|
9,556,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-maturity deposits |
|
$ |
4,625,937 |
|
|
|
4,625,937 |
|
|
|
3,976,003 |
|
|
|
3,976,003 |
|
Deposits with stated maturities |
|
|
4,565,395 |
|
|
|
4,610,496 |
|
|
|
4,400,747 |
|
|
|
4,432,388 |
|
Notes payable |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
1,000 |
|
Federal Home Loan Bank advances |
|
|
435,980 |
|
|
|
451,392 |
|
|
|
435,981 |
|
|
|
484,528 |
|
Subordinated notes |
|
|
65,000 |
|
|
|
65,000 |
|
|
|
70,000 |
|
|
|
70,000 |
|
Other borrowings |
|
|
244,286 |
|
|
|
244,286 |
|
|
|
336,764 |
|
|
|
336,764 |
|
Junior subordinated debentures |
|
|
249,493 |
|
|
|
278,440 |
|
|
|
249,515 |
|
|
|
205,252 |
|
Derivative liabilities |
|
|
23,117 |
|
|
|
23,117 |
|
|
|
29,185 |
|
|
|
29,185 |
|
Accrued interest payable |
|
|
18,602 |
|
|
|
18,602 |
|
|
|
18,533 |
|
|
|
18,533 |
|
|
|
|
|
|
Total financial liabilities |
|
$ |
10,228,810 |
|
|
|
10,318,270 |
|
|
|
9,517,728 |
|
|
|
9,553,653 |
|
|
|
|
|
|
The following methods and assumptions were used by the Company in estimating fair values of
financial instruments that were not previously disclosed.
Cash and cash equivalents. Cash and cash equivalents include cash and demand balances from banks,
Federal funds sold and securities purchased under resale agreements. The carrying value of cash and
cash equivalents approximates fair value due to the short maturity of those instruments.
25
Interest bearing deposits with banks. The carrying value of interest bearing deposits with banks
approximates fair value due to the short maturity of those instruments.
Brokerage customer receivables. The carrying value of brokerage customer receivables approximates
fair value due to the relatively short period of time to repricing of variable interest rates.
Loans held-for-sale, at lower of cost or market. Fair value is based on either quoted prices for
the same or similar loans, or values obtained from third parties, or is estimated for portfolios of
loans with similar financial characteristics.
Loans. Fair values are estimated for portfolios of loans with similar financial characteristics.
Loans are analyzed by type such as commercial, residential real estate, etc. Each category is
further segmented by interest rate type (fixed and variable) and term. For variable-rate loans that
reprice frequently, estimated fair values are based on carrying values. The fair value of
residential loans is based on secondary market sources for securities backed by similar loans,
adjusted for differences in loan characteristics. The fair value for other fixed rate loans is
estimated by discounting scheduled cash flows through the estimated maturity using estimated market
discount rates that reflect credit and interest rate risks inherent in the loan.
Accrued interest receivable and accrued interest payable. The carrying values of accrued interest
receivable and accrued interest payable approximate market values due to the relatively short
period of time to expected realization.
Deposit liabilities. The fair value of deposits with no stated maturity, such as non-interest
bearing deposits, savings, NOW accounts and money market accounts, is equal to the amount payable
on demand as of period-end (i.e. the carrying value). The fair value of certificates of deposit is
based on the discounted value of contractual cash flows. The discount rate is estimated using the
rates currently in effect for deposits of similar remaining maturities.
Notes payable. The carrying value of notes payable approximates fair value due to the relatively
short period of time to repricing of variable interest rates.
Federal Home Loan Bank advances. The fair value of Federal Home Loan Bank advances is obtained from
the Federal Home Loan Bank which uses a discounted cash flow analysis based on current market rates
of similar maturity debt securities to discount cash flows.
Subordinated notes. The carrying value of the subordinated notes payable approximates fair value
due to the relatively short period of time to repricing of variable interest rates.
Other borrowings. Carrying value of other borrowings approximates fair value due to the relatively
short period of time to maturity or repricing.
Junior subordinated debentures. The fair value of the junior subordinated debentures is based on
the discounted value of contractual cash flows.
26
(12) Goodwill and Other Intangible Assets
A summary of the Companys goodwill assets by business segment is presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, |
|
|
Goodwill |
|
|
Impairment |
|
|
June 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
Acquired |
|
|
Losses |
|
|
2009 |
|
Banking |
|
$ |
245,886 |
|
|
$ |
215 |
|
|
$ |
|
|
|
$ |
246,101 |
|
Premium finance |
|
|
16,095 |
|
|
|
|
|
|
|
|
|
|
|
16,095 |
|
Wealth management |
|
|
14,329 |
|
|
|
|
|
|
|
|
|
|
|
14,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
276,310 |
|
|
$ |
215 |
|
|
$ |
|
|
|
$ |
276,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in the Banking segments goodwill in the first six months of 2009 relates to
additional contingent consideration paid to the former owners of WestAmerica and Guardian as a
result of attaining certain performance measures. This was the final payment of contingent
consideration due as a result of the Companys 2004 acquisition of WestAmerica and Guardian.
Pursuant to the acquisition of PMP in December 2008, Wintrust could pay contingent consideration to
the former owner of PMP as a result of attaining certain performance measures through December
2011. Any contingent payments made pursuant to this transaction would be reflected as increases in
the Banking segments goodwill.
A summary of finite-lived intangible assets as of June 30, 2009, December 31, 2008 and June 30,
2008 and the expected amortization as of June 30, 2009 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
|
|
Wealth management segment: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer list intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
Gross carrying amount |
|
$ |
3,252 |
|
|
|
3,252 |
|
|
|
3,252 |
|
Accumulated amortization |
|
|
(3,165 |
) |
|
|
(3,079 |
) |
|
|
(2,942 |
) |
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
|
87 |
|
|
|
173 |
|
|
|
310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking segment: |
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
Gross carrying amount |
|
|
27,918 |
|
|
|
27,918 |
|
|
|
27,918 |
|
Accumulated amortization |
|
|
(14,761 |
) |
|
|
(13,483 |
) |
|
|
(12,058 |
) |
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
|
13,157 |
|
|
|
14,435 |
|
|
|
15,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets, net |
|
$ |
13,244 |
|
|
|
14,608 |
|
|
|
16,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amortization |
|
|
|
|
|
Actual in 6 months ended June 30, 2009 |
|
$ |
1,363 |
|
Estimated remaining in 2009 |
|
|
1,354 |
|
Estimated 2010 |
|
|
2,381 |
|
Estimated 2011 |
|
|
2,253 |
|
Estimated 2012 |
|
|
2,251 |
|
Estimated 2013 |
|
|
2,235 |
|
The customer list intangibles recognized in connection with the acquisitions of LFCM in 2003 and
WHAMC in 2002 are being amortized over seven-year periods on an accelerated basis. The core
deposit intangibles recognized in connection with the Companys seven bank acquisitions between
2003 and 2006 are being amortized over ten-year periods on an accelerated basis. Amortization
expense associated with finite-lived intangibles totaled approximately $1.4 million and $1.6
million for the six months ended June 30, 2009 and 2008, respectively.
27
(13) Stock-Based Compensation Plans
The 2007 Stock Incentive Plan (the 2007 Plan), which was approved by the Companys shareholders
in January 2007, permits the grant of incentive stock options, nonqualified stock options, rights
and restricted stock, as well as the conversion of outstanding options of acquired companies to
Wintrust options. The 2007 Plan initially provided for the issuance of up to 500,000 shares of
common stock, and in May 2009 the Companys shareholders approved an additional 325,000 shares of
common stock that may be offered under the 2007 Plan. All grants made in 2007, 2008 and 2009 were
made pursuant to the 2007 Plan. As of June 30, 2009, 431,318 shares were available for future
grant. The 2007 Plan replaced the Wintrust Financial Corporation 1997 Stock Incentive Plan (the
1997 Plan) which had substantially similar terms. The 2007 Plan and the 1997 Plan are collectively
referred to as the Plans. The Plans cover substantially all employees of Wintrust.
The Company typically awards stock-based compensation in the form of stock options and restricted
share awards. Stock options typically provide the holder the option to purchase shares of
Wintrusts common stock at the fair market value of the stock on the date the options are granted.
Options generally vest ratably over a five-year period and expire at such time as the Compensation
Committee determines at the time of grant. The 2007 Plan provides for a maximum term of seven years
from the date of grant while the 1997 Plan provided for a maximum term of ten years. Restricted
shares entitle the holders to receive, at no cost, shares of the Companys common stock.
Restricted shares generally vest over periods of one to five years from the date of grant. Holders
of the restricted shares are not entitled to vote or receive cash dividends (or cash payments equal
to the cash dividends) on the underlying common shares until the awards are vested. Except in
limited circumstances, these awards are canceled upon termination of employment without any payment
of consideration by the Company.
Compensation cost charged to income for stock options was $862,000 and $1.3 million in the second
quarters of 2009 and 2008, respectively, and $1.8 million and $2.4 million for the year-to-date
periods of 2009 and 2008, respectively. Compensation cost charged to income for restricted shares
was $797,000 in the second quarter of 2009 and $1.2 million in the second quarter of 2008, and $1.7
million and $2.5 million for the year-to-date periods of 2009 and 2008, respectively.
Stock based compensation is recognized based upon the number of awards that are ultimately expected
to vest. As a result, recognized compensation expense for stock options and restricted share awards
was reduced for estimated forfeitures prior to vesting. Forfeiture rates are estimated for each
type of award based on historical forfeiture experience. Estimated forfeitures will be reassessed
in subsequent periods and may change based on new facts and circumstances.
Stock-based compensation cost is measured as the fair value of an award on the date of grant and is
recognized on a straight-line basis over the vesting period. The fair value of restricted shares is
determined based on the average of the high and low trading prices on the grant date. The fair
value of stock options is estimated at the date of grant using a Black-Scholes option-pricing model
that utilizes the assumptions outlined in the following table. Option-pricing models require the
input of highly subjective assumptions and are sensitive to changes in the options expected life
and the price volatility of the underlying stock, which can materially affect the fair value
estimate. Expected life is based on historical exercise and termination behavior as well as the
term of the option, and expected stock price
volatility is based on historical volatility of the Companys common stock, which correlates with
the expected term of the options. The risk-free interest rate is based on comparable U.S. Treasury
rates. Management reviews and adjusts the assumptions used to calculate the fair value of an option
on a periodic basis to better reflect expected trends. The following table presents the weighted
average assumptions used to determine the fair value of options granted in the six months ending
June 30, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended |
|
|
June 30, 2009 |
|
June 30, 2008 |
Expected dividend yield |
|
|
2.2 |
% |
|
|
1.1 |
% |
Expected volatility |
|
|
44.6 |
% |
|
|
32.4 |
% |
Risk-free rate |
|
|
2.2 |
% |
|
|
3.3 |
% |
Expected option life (in years) |
|
|
6.0 |
|
|
|
6.7 |
|
28
A summary of stock option activity under the Plans for the six months ended June 30, 2009 and June
30, 2008 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
Remaining |
|
Intrinsic |
|
|
Common |
|
Average |
|
Contractual |
|
Value(2) |
Stock Options |
|
Shares |
|
Strike Price |
|
Term(1) |
|
($000) |
|
Outstanding at January 1, 2009 |
|
|
2,388,174 |
|
|
$ |
35.61 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
31,500 |
|
|
|
16.97 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(52,090 |
) |
|
|
11.83 |
|
|
|
|
|
|
|
|
|
Forfeited or canceled |
|
|
(46,989 |
) |
|
|
29.68 |
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2009 |
|
|
2,320,595 |
|
|
$ |
36.01 |
|
|
|
4.1 |
|
|
$ |
1,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2009 |
|
|
1,920,664 |
|
|
$ |
34.39 |
|
|
|
3.8 |
|
|
$ |
1,376 |
|
|
Outstanding at January 1, 2008 |
|
|
2,505,181 |
|
|
$ |
34.76 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
57,450 |
|
|
|
31.83 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(73,408 |
) |
|
|
14.81 |
|
|
|
|
|
|
|
|
|
Forfeited or canceled |
|
|
(16,100 |
) |
|
|
47.29 |
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2008 |
|
|
2,473,123 |
|
|
$ |
35.19 |
|
|
|
4.9 |
|
|
$ |
7,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2008 |
|
|
1,835,402 |
|
|
$ |
30.97 |
|
|
|
4.3 |
|
|
$ |
7,062 |
|
|
|
|
|
(1) |
|
Represents the weighted average contractual life remaining in years. |
|
(2) |
|
Aggregate intrinsic value represents the total pre-tax intrinsic value (i.e., the
difference between the Companys average of the high and low stock price on the last trading
day of the quarter and the option exercise price, multiplied by the number of shares) that
would have been received by the option holders if they had exercised their options on the last
day of the quarter. This amount will change based on the fair market value of the Companys
stock. |
The weighted average grant date fair value per share of options granted during the six months ended
June 30, 2009 and 2008 was $6.28 and $10.98, respectively. The aggregate intrinsic value of options
exercised during the six months ended June 30, 2009 and 2008, was $218,000 and $1.4 million,
respectively.
A summary of restricted share award activity under the Plans for the six months ended June 30, 2009
and June 30, 2008, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
Six Months Ended |
|
|
June 30, 2009 |
|
June 30, 2008 |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
|
Common |
|
Grant-Date |
|
Common |
|
Grant-Date |
Restricted Shares |
|
Shares |
|
Fair Value |
|
Shares |
|
Fair Value |
|
Outstanding at January 1 |
|
|
262,997 |
|
|
$ |
44.09 |
|
|
|
308,627 |
|
|
$ |
48.16 |
|
Granted |
|
|
10,000 |
|
|
|
20.22 |
|
|
|
50,120 |
|
|
|
30.58 |
|
Vested (shares issued) |
|
|
(65,944 |
) |
|
|
41.26 |
|
|
|
(70,357 |
) |
|
|
49.94 |
|
Forfeited |
|
|
(1,085 |
) |
|
|
28.63 |
|
|
|
(3,955 |
) |
|
|
38.58 |
|
|
Outstanding at June 30 |
|
|
205,968 |
|
|
$ |
44.02 |
|
|
|
284,435 |
|
|
$ |
44.66 |
|
|
As of June 30, 2009, there was $8.0 million of total unrecognized compensation cost related to
non-vested share based arrangements under the Plans. That cost is expected to be recognized over a
weighted average period of approximately two years.
The Company issues new shares to satisfy option exercises and vesting of restricted shares.
29
(14) Shareholders Equity and Earnings Per Share
Pursuant to the U.S. Department of the Treasurys (the U.S. Treasury) Capital Purchase Program,
on December 19, 2008, the Company issued to the U.S. Treasury, in exchange for aggregate
consideration of $250 million, (i) 250,000 shares of the Companys fixed rate cumulative perpetual
preferred Stock, Series B, liquidation preference $1,000 per share (the Series B Preferred
Stock), and (ii) a warrant to purchase 1,643,295 shares of Wintrust common stock at a per share
exercise price of $22.82 and with a term of 10 years. The Series B Preferred Stock will pay a
cumulative dividend at a coupon rate of 5% for the first five years and 9% thereafter. This
investment can, with the approval of the Federal Reserve, be redeemed.
For as long as any shares of Series B Preferred Stock are outstanding, the ability of the Company
to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for
consideration, shares of its common stock or other securities, including trust preferred
securities, will be subject to restrictions. The U.S. Treasurys consent is required for any
increase in common dividends per share from the amount of the Companys semiannual cash dividend of
$0.18 per share, until the third anniversary of the purchase agreement with the U.S. Treasury
unless prior to such third anniversary the Series B Preferred Stock is redeemed in whole or the
U.S. Treasury has transferred all of the Series B Preferred Stock to third parties.
In August 2008, the Company issued for $50 million, 50,000 shares of non-cumulative perpetual
convertible preferred stock, Series A, liquidation preference $1,000 per share (the Series A
Preferred Stock) in a private transaction. If declared, dividends on the Series A Preferred Stock
are payable quarterly in arrears at a rate of 8.00% per annum. The Series A Preferred Stock is
convertible into common stock at the option of the holder at a conversion rate of 38.88 shares of
common stock per share of Series A Preferred Stock. On and after August 26, 2010, the preferred
stock will be subject to mandatory conversion into common stock under certain circumstances.
The following table shows the computation of basic and diluted EPS for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
For the Six Months |
|
|
|
|
|
|
|
Ended June 30, |
|
|
Ended June 30, |
|
(In thousands, except per share data) |
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net income |
|
|
|
|
|
$ |
6,549 |
|
|
$ |
11,276 |
|
|
$ |
12,907 |
|
|
$ |
20,981 |
|
Preferred stock dividends and discount accretion |
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shares |
|
|
(A |
) |
|
|
1,549 |
|
|
|
11,276 |
|
|
|
2,907 |
|
|
|
20,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding |
|
|
(B |
) |
|
|
23,964 |
|
|
|
23,608 |
|
|
|
23,910 |
|
|
|
23,563 |
|
Effect of dilutive potential common shares |
|
|
|
|
|
|
300 |
|
|
|
531 |
|
|
|
269 |
|
|
|
555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and
effect of dilutive potential common shares |
|
|
(C |
) |
|
|
24,264 |
|
|
|
24,139 |
|
|
|
24,179 |
|
|
|
24,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
(A/B |
) |
|
$ |
0.06 |
|
|
$ |
0.48 |
|
|
$ |
0.12 |
|
|
$ |
0.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
(A/C |
) |
|
$ |
0.06 |
|
|
$ |
0.47 |
|
|
$ |
0.12 |
|
|
$ |
0.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potentially dilutive common shares can result from stock options, restricted stock unit awards,
stock warrants, the Companys convertible preferred stock and shares to be issued under the
Employee Stock Purchase Plan and the Directors Deferred Fee and Stock Plan, being treated as if
they had been either exercised or issued, computed by application of the treasury stock method.
While potentially dilutive common shares are typically included in the computation of diluted
earnings per share, potentially dilutive common shares are excluded from this computation in
periods in which the effect would reduce the loss per share or increase the income per share. For
diluted earnings per share, net income applicable to common shares can be affected by the
conversion of the Companys convertible preferred stock. Where the effect of this conversion would
reduce the loss per share or increase the income per share, net income applicable to common shares
is adjusted by the associated preferred dividends.
30
(15) Subsequent Events
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.
31
ITEM 2
MANAGEMENTS 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 Companys 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 managements 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 Companys community banking franchise consisted of 15 community banks (the
Banks) with 79 locations. The Company developed its banking franchise through the de novo
organization of nine banks (55 locations) and the purchase of seven banks, one of which was merged
into another of our banks, with 24 locations. Wintrusts 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 Companys 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 Companys 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
Bank in May 2005)
|
|
Acquired
|
|
March, 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 Companys banking franchise since June 30, 2008.
32
Managements 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 Companys 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. Tricoms 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. Tricoms revenue principally consists of interest income from financing activities and
fee-based revenues from administrative services.
33
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 Companys 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 Companys 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 WHTCs experienced trust professionals.
Services offered by WHTC typically include traditional trust products and services, as well as
investment management services.
34
The following table presents a summary of the approximate amount of assets under administration
and/or management in the Companys 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 |
|
WHAMCs 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 Companys 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 Companys 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 Companys common stock for an aggregate market price of $37,500,000. The warrant is immediately
exercisable and has a ten year term.
35
In conjunction with the Companys participation in the CPP, the Company was required to adopt the
Treasurys 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 Wintrusts 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 CFPAs 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
Administrations 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.
36
RESULTS OF OPERATIONS
Earnings Summary
The Companys 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 periods 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%.
37
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 Companys 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 users of the
Companys financial information with a more meaningful view of the performance of interest-earning
assets and interest-bearing liabilities and of the Companys operating efficiency. Other financial
holding companies may define or calculate these measures and ratios differently.
Management reviews yields on certain asset categories and the net interest margin of the Company
and its banking subsidiaries on a fully taxable-equivalent (FTE) basis. In this non-GAAP
presentation, net interest income is adjusted to reflect tax-exempt interest income on an
equivalent before-tax basis. This measure ensures comparability of net interest income arising
from both taxable and tax-exempt sources. Net interest income on a FTE basis is also used in the
calculation of the Companys efficiency ratio. The efficiency ratio, which is calculated by
dividing non-interest expense by total taxable-equivalent net revenue (less securities gains or
losses), measures how much it costs to produce one dollar of revenue. Securities gains or losses
are excluded from this calculation to better match revenue from daily operations to operational
expenses.
A reconciliation of certain non-GAAP performance measures and ratios used by the Company to
evaluate and measure the Companys performance to the most directly comparable GAAP financial
measures is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
(A) Interest income (GAAP) |
|
$ |
127,129 |
|
|
$ |
126,160 |
|
|
$ |
249,208 |
|
|
$ |
262,336 |
|
Taxable-equivalent adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
110 |
|
|
|
158 |
|
|
|
267 |
|
|
|
357 |
|
Liquidity management assets |
|
|
450 |
|
|
|
428 |
|
|
|
902 |
|
|
|
939 |
|
Other earning assets |
|
|
10 |
|
|
|
6 |
|
|
|
21 |
|
|
|
19 |
|
|
|
|
Interest income FTE |
|
$ |
127,699 |
|
|
$ |
126,752 |
|
|
$ |
250,398 |
|
|
$ |
263,651 |
|
(B) Interest expense (GAAP) |
|
|
54,632 |
|
|
|
66,760 |
|
|
|
111,929 |
|
|
|
141,194 |
|
|
|
|
Net interest income FTE |
|
$ |
73,067 |
|
|
$ |
59,992 |
|
|
$ |
138,469 |
|
|
$ |
122,457 |
|
|
|
|
(C) Net interest income (GAAP) (A minus B) |
|
$ |
72,497 |
|
|
$ |
59,400 |
|
|
$ |
137,279 |
|
|
$ |
121,142 |
|
|
|
|
(D) Net interest margin (GAAP) |
|
|
2.88 |
% |
|
|
2.74 |
% |
|
|
2.79 |
% |
|
|
2.84 |
% |
Net interest margin FTE |
|
|
2.91 |
% |
|
|
2.77 |
% |
|
|
2.81 |
% |
|
|
2.88 |
% |
(E) Efficiency ratio (GAAP) |
|
|
72.37 |
% |
|
|
69.98 |
% |
|
|
73.39 |
% |
|
|
70.82 |
% |
Efficiency ratio FTE |
|
|
72.02 |
% |
|
|
69.54 |
% |
|
|
73.00 |
% |
|
|
70.30 |
% |
|
38
Critical Accounting Policies
The Companys Consolidated Financial Statements are prepared in accordance with generally accepted
accounting principles in the United States and prevailing practices of the banking industry.
Application of these principles requires management to make estimates, assumptions, and judgments
that affect the amounts reported in the financial statements and accompanying notes. Certain
policies and accounting principles inherently have a greater reliance on the use of estimates,
assumptions and judgments, and as such have a greater possibility that changes in those estimates
and assumptions could produce financial results that are materially different than originally
reported. Estimates, assumptions and judgments are necessary when assets and liabilities are
required to be recorded at fair value, when a decline in the value of an asset not carried on the
financial statements at fair value warrants an impairment write-down or valuation reserve to be
established, or when an asset or liability needs to be recorded contingent upon a future event, are
based on information available as of the date of the financial statements; accordingly, as
information changes, the financial statements could reflect different estimates and assumptions.
Management views critical accounting policies to be those which are highly dependent on subjective
or complex judgments, estimates and assumptions, and where changes in those estimates and
assumptions could have a significant impact on the financial statements. Management currently
views critical accounting policies to include the determination of the allowance for loan losses
and the allowance for losses on lending-related commitments, estimations of fair value, the
valuations required for impairment testing of goodwill, the valuation and accounting for derivative
instruments and income taxes as the accounting areas that require the most subjective and complex
judgments, and as such could be most subject to revision as new information becomes available. For
a more detailed discussion on these critical accounting policies, see Summary of Critical
Accounting Policies beginning on page 36 of the Companys 2008 Form 10-K.
Net Income
Net income for the quarter ended June 30, 2009 totaled $6.5 million, a decrease of $4.7 million, or
42%, compared to the second quarter of 2008, and a decrease of approximately $190,000, or 3%,
compared to the first quarter of 2009. On a per share basis, net income for the second quarter of
2009 totaled $0.06 per diluted common share, a decrease of $0.41 per share, or 87%, as compared to
the 2008 second quarter total of $0.47 per diluted common share. Contributing to the 87% decrease
in earnings per diluted common share in the second quarter of 2009 compared to the second quarter
of 2008 were preferred share dividends of $10.0 million, including discount accretion, which
reduced net income available to common shareholders. Compared to the first quarter of 2009, net
income per diluted share in the second quarter of 2009 remained unchanged at $0.06.
Significant items affecting the second quarter of 2009 results as compared to the same period in
the prior year include higher mortgage banking revenues and the increase in market value of
collateralized mortgage obligations in the Companys trading portfolio, offset by a higher
provision for credit losses, higher levels of mortgage banking commissions and preferred share
dividends paid, lower levels of option income and a special assessment of FDIC deposit insurance.
The return on average equity for the second quarter of 2009 was 0.79%, compared to 5.97% for the
prior year second quarter and 0.71% for the first quarter of 2009.
Net income for the first six months of 2009 totaled $12.9 million, a decrease of $8.1 million, or
38%, compared to $21.0 million for the same period in 2008. On a per share basis, net income per
diluted common share was $0.12 for the first six months of 2009, a decrease of $0.75 per share, or
86%, compared to $0.87 for the first six months of 2008. Return on average equity for the first
six months of 2009 was 0.75% versus 5.61% for the same period of 2008.
39
Net Interest Income
Net interest income, which represents the difference between interest income and fees on earning
assets and interest expense on deposits and borrowings, is the major source of earnings for the
Company. Interest rate fluctuations and the volume and mix of interest-earning assets and
interest-bearing liabilities impact net interest income. Net interest margin represents
tax-equivalent net interest income as a percentage of the average earning assets during the period.
The following table presents a summary of the Companys net interest income and related net
interest margins, calculated on a fully taxable equivalent basis, for the second quarter of 2009 as
compared to the second quarter of 2008 (linked quarters):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Three Months Ended |
|
|
|
June 30, 2009 |
|
June 30, 2008 |
(Dollars in thousands) |
|
Average |
|
|
Interest |
|
|
Rate |
|
|
Average |
|
|
Interest |
|
|
Rate |
|
|
|
|
|
|
Liquidity management assets (1) (2) (7) |
|
$ |
1,851,179 |
|
|
$ |
17,102 |
|
|
|
3.71 |
% |
|
$ |
1,543,795 |
|
|
$ |
17,521 |
|
|
|
4.56 |
% |
Other earning assets (2) (3) (7) |
|
|
22,694 |
|
|
|
185 |
|
|
|
3.27 |
|
|
|
22,519 |
|
|
|
270 |
|
|
|
4.83 |
|
Loans, net of unearned income (2) (4) (7) |
|
|
8,212,572 |
|
|
|
110,412 |
|
|
|
5.39 |
|
|
|
7,158,317 |
|
|
|
108,961 |
|
|
|
6.12 |
|
|
|
|
|
|
Total earning assets (7) |
|
$ |
10,086,445 |
|
|
$ |
127,699 |
|
|
|
5.08 |
% |
|
$ |
8,724,631 |
|
|
$ |
126,752 |
|
|
|
5.84 |
% |
|
|
|
|
|
Allowance for loan losses |
|
|
(72,990 |
) |
|
|
|
|
|
|
|
|
|
|
(53,798 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
118,402 |
|
|
|
|
|
|
|
|
|
|
|
125,806 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
905,611 |
|
|
|
|
|
|
|
|
|
|
|
885,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
11,037,468 |
|
|
|
|
|
|
|
|
|
|
$ |
9,682,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
$ |
8,097,096 |
|
|
$ |
43,502 |
|
|
|
2.15 |
% |
|
$ |
6,906,437 |
|
|
$ |
53,862 |
|
|
|
3.14 |
% |
Federal Home Loan Bank advances |
|
|
435,983 |
|
|
|
4,503 |
|
|
|
4.14 |
|
|
|
437,642 |
|
|
|
4,557 |
|
|
|
4.19 |
|
Notes payable and other borrowings |
|
|
249,123 |
|
|
|
1,752 |
|
|
|
2.82 |
|
|
|
439,130 |
|
|
|
2,900 |
|
|
|
2.66 |
|
Subordinated notes |
|
|
66,648 |
|
|
|
428 |
|
|
|
2.54 |
|
|
|
75,000 |
|
|
|
843 |
|
|
|
4.45 |
|
Junior subordinated debentures |
|
|
249,494 |
|
|
|
4,447 |
|
|
|
7.05 |
|
|
|
249,594 |
|
|
|
4,598 |
|
|
|
7.29 |
|
|
|
|
|
|
Total interest-bearing liabilities |
|
$ |
9,098,344 |
|
|
$ |
54,632 |
|
|
|
2.41 |
% |
|
$ |
8,107,803 |
|
|
$ |
66,760 |
|
|
|
3.31 |
% |
|
|
|
|
|
Non-interest bearing deposits |
|
|
754,479 |
|
|
|
|
|
|
|
|
|
|
|
663,526 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
117,250 |
|
|
|
|
|
|
|
|
|
|
|
150,872 |
|
|
|
|
|
|
|
|
|
Equity |
|
|
1,067,395 |
|
|
|
|
|
|
|
|
|
|
|
760,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
11,037,468 |
|
|
|
|
|
|
|
|
|
|
$ |
9,682,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread (5) (7) |
|
|
|
|
|
|
|
|
|
|
2.67 |
% |
|
|
|
|
|
|
|
|
|
|
2.53 |
% |
Net free funds/contribution (6) |
|
$ |
988,101 |
|
|
|
|
|
|
|
0.24 |
|
|
$ |
616,828 |
|
|
|
|
|
|
|
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/Net interest margin (7) |
|
|
|
|
|
$ |
73,067 |
|
|
|
2.91 |
% |
|
|
|
|
|
$ |
59,992 |
|
|
|
2.77 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Liquidity management assets include available-for-sale securities, interest earning deposits
with banks, federal funds sold and securities purchased under resale agreements. |
|
(2) |
|
Interest income on tax-advantaged loans, trading account securities and securities reflects a
tax-equivalent adjustment based on a marginal federal corporate tax rate of 35%. The total
adjustments for the three months ended June 30, 2009 and 2008 were $570,000 and $592,000,
respectively. |
|
(3) |
|
Other earning assets include brokerage customer receivables and trading account securities. |
|
(4) |
|
Loans, net of unearned income, include loans held-for-sale and non-accrual loans. |
|
(5) |
|
Interest rate spread is the difference between the yield earned on earning assets and the
rate paid on interest-bearing liabilities. |
|
(6) |
|
Net free funds are the difference between total average earning assets and total average
interest-bearing liabilities. The estimated contribution to net interest margin from net free
funds is calculated using the rate paid for total interest-bearing liabilities. |
|
(7) |
|
See Supplemental Financial Measures/Ratios for additional information on this performance
measure/ratio. |
40
Quarter Ended June 30, 2009 compared to the Quarter Ended June 30, 2008
Tax-equivalent net interest income for the quarter ended June 30, 2009 totaled $73.1 million, an
increase of $13.1 million, or 22%, as compared to the $60.0 million recorded in the same quarter of
2008. For the second quarter of 2009, the net interest margin was 2.91%, up 14 basis points when
compared to the net interest margin of 2.77% in the same quarter of 2008.
The yield on total earning assets was 5.08% for the second quarter of 2009 and 5.84% in the second
quarter of 2008. The second quarter 2009 yield on loans was 5.39%, a 73 basis point decrease when
compared to the prior year second quarter yield of 6.12%. The yield on liquidity management assets
in the second quarter of 2009 was 3.71% compared to 4.56% in the second quarter of 2008.
The rate paid on interest-bearing liabilities was 2.41% in the second quarter of 2009 and 3.31% in
the second quarter of 2008. The interest-bearing deposit rate in the second quarter of 2009
declined 99 basis points to 2.15% from a rate of 3.14% in the same quarter in 2008.
The rate paid on wholesale funding, consisting of Federal Home Loan Bank of Chicago advances, notes
payable, subordinated notes, other borrowings and junior subordinated debentures, decreased to
4.43% in the second quarter of 2009 compared to 4.29% in the second quarter of 2008. The Company
utilizes certain borrowing sources to fund the additional capital requirements of the Banks, manage
capital, manage its interest rate risk position and for general corporate purposes.
The higher level of interest income in the second quarter of 2009 compared to the second quarter of
2008 was attributable to increasing credit spreads on new loan volumes, the ability to raise
interest-bearing deposits at more reasonable rates and strong earning asset growth. The Company
has made significant progress in shifting its mix of retail deposits away from certificates of
deposit into lower cost, more variable rate NOW, savings, money market and wealth management
deposits. Additionally, the Company has been able to successfully raise deposits to fund loan
growth through competitive products, including its MaxSafe® deposit accounts, which
provide customers with expanded FDIC insurance coverage by spreading a customers deposit across
its fifteen bank charters. This product differentiates the Companys Banks from many of its
competitors that have consolidated their bank charters into one charter with multiple branches.
41
The following table presents a summary of the Companys net interest income and related net
interest margins, calculated on a fully taxable equivalent basis, for the second quarter of 2009 as
compared to the first quarter of 2009 (sequential quarters):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Three Months Ended |
|
|
|
June 30, 2009 |
|
March 31, 2009 |
(Dollars in thousands) |
|
Average |
|
|
Interest |
|
|
Rate |
|
|
Average |
|
|
Interest |
|
|
Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity management assets (1) (2) (7) |
|
$ |
1,851,179 |
|
|
$ |
17,102 |
|
|
|
3.71 |
% |
|
$ |
1,839,161 |
|
|
$ |
15,499 |
|
|
|
3.42 |
% |
Other earning assets (2) (3) (7) |
|
|
22,694 |
|
|
|
185 |
|
|
|
3.27 |
|
|
|
22,128 |
|
|
|
155 |
|
|
|
2.85 |
|
Loans, net of unearned income (2) (4) (7) |
|
|
8,212,572 |
|
|
|
110,412 |
|
|
|
5.39 |
|
|
|
7,924,849 |
|
|
|
107,045 |
|
|
|
5.48 |
|
|
|
|
|
|
Total earning assets (7) |
|
$ |
10,086,445 |
|
|
$ |
127,699 |
|
|
|
5.08 |
% |
|
$ |
9,786,138 |
|
|
$ |
122,699 |
|
|
|
5.08 |
% |
|
|
|
|
|
Allowance for loan losses |
|
|
(72,990 |
) |
|
|
|
|
|
|
|
|
|
|
(72,044 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
118,402 |
|
|
|
|
|
|
|
|
|
|
|
107,550 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
905,611 |
|
|
|
|
|
|
|
|
|
|
|
903,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
11,037,468 |
|
|
|
|
|
|
|
|
|
|
$ |
10,724,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
$ |
8,097,096 |
|
|
$ |
43,502 |
|
|
|
2.15 |
% |
|
$ |
7,747,879 |
|
|
$ |
45,953 |
|
|
|
2.41 |
% |
Federal Home Loan Bank advances |
|
|
435,983 |
|
|
|
4,503 |
|
|
|
4.14 |
|
|
|
435,982 |
|
|
|
4,453 |
|
|
|
4.14 |
|
Notes payable and other borrowings |
|
|
249,123 |
|
|
|
1,752 |
|
|
|
2.82 |
|
|
|
301,894 |
|
|
|
1,870 |
|
|
|
2.51 |
|
Subordinated notes |
|
|
66,648 |
|
|
|
428 |
|
|
|
2.54 |
|
|
|
70,000 |
|
|
|
580 |
|
|
|
3.31 |
|
Junior subordinated debentures |
|
|
249,494 |
|
|
|
4,447 |
|
|
|
7.05 |
|
|
|
249,506 |
|
|
|
4,441 |
|
|
|
7.12 |
|
|
|
|
|
|
Total interest-bearing liabilities |
|
$ |
9,098,344 |
|
|
$ |
54,632 |
|
|
|
2.41 |
% |
|
$ |
8,805,261 |
|
|
$ |
57,297 |
|
|
|
2.64 |
% |
|
|
|
|
|
Non-interest bearing deposits |
|
|
754,479 |
|
|
|
|
|
|
|
|
|
|
|
733,911 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
117,250 |
|
|
|
|
|
|
|
|
|
|
|
124,140 |
|
|
|
|
|
|
|
|
|
Equity |
|
|
1,067,395 |
|
|
|
|
|
|
|
|
|
|
|
1,061,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
11,037,468 |
|
|
|
|
|
|
|
|
|
|
$ |
10,724,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread (5) (7) |
|
|
|
|
|
|
|
|
|
|
2.67 |
% |
|
|
|
|
|
|
|
|
|
|
2.44 |
% |
Net free funds/contribution (6) |
|
$ |
988,101 |
|
|
|
|
|
|
|
0.24 |
|
|
$ |
980,877 |
|
|
|
|
|
|
|
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/Net interest margin (7) |
|
|
|
|
|
$ |
73,067 |
|
|
|
2.91 |
% |
|
|
|
|
|
$ |
65,402 |
|
|
|
2.71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Liquidity management assets include available-for-sale securities, interest earning deposits
with banks, federal funds sold and securities purchased under resale agreements. |
|
(2) |
|
Interest income on tax-advantaged loans, trading account securities and securities reflects a
tax-equivalent adjustment based on a marginal federal corporate tax rate of 35%. The total
adjustments for the three months ended June 30, 2009 was $570,000 and for the three months
ended March 31, 2009 was $620,000. |
|
(3) |
|
Other earning assets include brokerage customer receivables and trading account securities. |
|
(4) |
|
Loans, net of unearned income, include loans held-for-sale and non-accrual loans. |
|
(5) |
|
Interest rate spread is the difference between the yield earned on earning assets and the rate
paid on interest-bearing liabilities. |
|
(6) |
|
Net free funds are the difference between total average earning assets and total average
interest-bearing liabilities. The estimated contribution to net interest margin from net free
funds is calculated using the rate paid for total interest-bearing liabilities. |
|
(7) |
|
See Supplemental Financial Measures/Ratios for additional information on this performance
measure/ratio. |
42
Quarter Ended June 30, 2009 compared to the Quarter Ended March 31, 2009
Tax-equivalent net interest income for the quarter ended June 30, 2009 totaled $73.1 million, an
increase of $7.7 million, or 12%, as compared to the $65.4 million recorded in the first quarter of
2009. For the second quarter of 2009, the net interest margin was 2.91%, up 20 basis points when
compared to the 2.71% recorded in the first quarter of 2009.
The yield on total earning assets for the second quarter of 2009 was 5.08% unchanged as compared to
the first quarter of 2009. The second quarter of 2009 yield on loans was 5.39%, a 9 basis point
decrease when compared to the first quarter 2009 yield of 5.48%. The liquidity management assets
yield in the second quarter of 2009 was 3.71% compared to 3.42% in the first quarter of 2009.
The rate paid on interest-bearing liabilities decreased to 2.41% in the second quarter of 2009 as
compared to 2.64% in the first quarter of 2009. The cost of interest-bearing deposits decreased in
the second quarter of 2009 to 2.15% compared to 2.41% in the first quarter of 2009.
The rate paid on wholesale funding, consisting of Federal Home Loan Bank of Chicago advances, notes
payable, subordinated notes, other borrowings and junior subordinated debentures, increased to
4.43% in the second quarter of 2009 compared to 4.32% in the first quarter of 2009. The Company
utilizes certain borrowing sources to fund the additional capital requirements of the Banks, manage
capital, manage interest rate risk position and for general corporate purposes.
The higher level of net interest income recorded in the second quarter of 2009 compared to the
first quarter of 2009 was attributable to increasing credit spreads on new loan volumes and the
ability to raise interest-bearing deposits at more reasonable rates and strong earning asset
growth. Average earning asset growth of $300 million in the second quarter of 2009 compared to the
first quarter of 2009 was comprised of $288 million of loan growth and $12 million of liquid
management asset growth. The $300 million of earning asset growth was primarily funded by a $293
million increase in the average balances of interest-bearing liabilities.
In the second quarter of 2009, the yield on loans decreased nine basis points and the rate on
interest-bearing deposits decreased 26 basis points compared to the first quarter of 2009. The
bulk of the decrease in yield on loans is attributable to premium finance receivables. Overall
rates offered on this product were lower in the second quarter of 2009 than they were in the 2008.
The majority of the impact of the most recent lowering of interest rates by the Federal Reserve,
totaling 175 basis points in the fourth quarter of 2008, should now be fully incorporated in this
portfolio. Management believes opportunities during the remainder of 2009 for increasing credit
spreads in commercial loan portfolio and re-pricing of maturities of retail certificates of
deposits should contribute to continued net interest margin expansion.
43
The following table presents a summary of the Companys net interest income and related net
interest margins, calculated on a fully taxable equivalent basis, for the first six months of 2009
as compared to the first six months of 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended |
|
|
For the Six Months Ended |
|
|
|
June 30, 2009 |
|
June 30, 2008 |
(Dollars in thousands) |
|
Average |
|
|
Interest |
|
|
Rate |
|
|
Average |
|
|
Interest |
|
|
Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity management assets (1) (2) (7) |
|
$ |
1,845,283 |
|
|
$ |
32,602 |
|
|
|
3.56 |
% |
|
$ |
1,467,768 |
|
|
$ |
34,867 |
|
|
|
4.78 |
% |
Other earning assets (2) (3) (7) |
|
|
22,412 |
|
|
|
340 |
|
|
|
3.06 |
|
|
|
24,461 |
|
|
|
671 |
|
|
|
5.51 |
|
Loans, net of unearned income (2) (4) (7) |
|
|
8,065,058 |
|
|
|
217,456 |
|
|
|
5.44 |
|
|
|
7,084,189 |
|
|
|
228,113 |
|
|
|
6.48 |
|
|
|
|
|
|
Total earning assets (7) |
|
$ |
9,932,753 |
|
|
$ |
250,398 |
|
|
|
5.08 |
% |
|
$ |
8,576,418 |
|
|
$ |
263,651 |
|
|
|
6.18 |
% |
|
|
|
|
|
Allowance for loan losses |
|
|
(72,537 |
) |
|
|
|
|
|
|
|
|
|
|
(52,605 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
117,615 |
|
|
|
|
|
|
|
|
|
|
|
125,274 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
903,694 |
|
|
|
|
|
|
|
|
|
|
|
877,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
10,881,525 |
|
|
|
|
|
|
|
|
|
|
$ |
9,526,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
$ |
7,921,810 |
|
|
$ |
89,455 |
|
|
|
2.28 |
% |
|
$ |
6,827,209 |
|
|
$ |
115,292 |
|
|
|
3.40 |
% |
Federal Home Loan Bank advances |
|
|
435,983 |
|
|
|
8,956 |
|
|
|
4.14 |
|
|
|
432,276 |
|
|
|
9,113 |
|
|
|
4.24 |
|
Notes payable and other borrowings |
|
|
276,893 |
|
|
|
3,622 |
|
|
|
2.64 |
|
|
|
385,319 |
|
|
|
5,670 |
|
|
|
2.96 |
|
Subordinated notes |
|
|
68,315 |
|
|
|
1,008 |
|
|
|
2.93 |
|
|
|
75,000 |
|
|
|
1,930 |
|
|
|
5.09 |
|
Junior subordinated debentures |
|
|
249,500 |
|
|
|
8,888 |
|
|
|
7.09 |
|
|
|
249,615 |
|
|
|
9,189 |
|
|
|
7.28 |
|
|
|
|
|
|
Total interest-bearing liabilities |
|
$ |
8,952,501 |
|
|
$ |
111,929 |
|
|
|
2.52 |
% |
|
$ |
7,969,419 |
|
|
$ |
141,194 |
|
|
|
3.56 |
% |
|
|
|
|
|
Non-interest bearing deposits |
|
|
744,251 |
|
|
|
|
|
|
|
|
|
|
|
653,232 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
120,185 |
|
|
|
|
|
|
|
|
|
|
|
152,077 |
|
|
|
|
|
|
|
|
|
Equity |
|
|
1,064,588 |
|
|
|
|
|
|
|
|
|
|
|
752,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
10,881,525 |
|
|
|
|
|
|
|
|
|
|
$ |
9,526,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread (5) (7) |
|
|
|
|
|
|
|
|
|
|
2.56 |
% |
|
|
|
|
|
|
|
|
|
|
2.62 |
% |
Net free funds/contribution (6) |
|
$ |
980,252 |
|
|
|
|
|
|
|
0.25 |
|
|
$ |
606,999 |
|
|
|
|
|
|
|
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/Net interest margin (7) |
|
|
|
|
|
$ |
138,469 |
|
|
|
2.81 |
% |
|
|
|
|
|
$ |
122,457 |
|
|
|
2.88 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Liquidity management assets include available-for-sale securities, interest earning deposits
with banks, federal funds sold and securities purchased under resale agreements. |
|
(2) |
|
Interest income on tax-advantaged loans, trading account securities and securities reflects a
tax-equivalent adjustment based on a marginal federal corporate tax rate of 35%. The total
adjustments for the six months ended June 30, 2009 and 2008 were $1.2 million and $1.3
million, respectively. |
|
(3) |
|
Other earning assets include brokerage customer receivables and trading account securities. |
|
(4) |
|
Loans, net of unearned income, include loans held-for-sale and non-accrual loans. |
|
(5) |
|
Interest rate spread is the difference between the yield earned on earning assets and the rate
paid on interest-bearing liabilities. |
|
(6) |
|
Net free funds are the difference between total average earning assets and total average
interest-bearing liabilities. The estimated contribution to net interest margin from net free
funds is calculated using the rate paid for total interest-bearing liabilities. |
|
(7) |
|
See Supplemental Financial Measures/Ratios for additional information on this performance
measure/ratio. |
44
Six Months Ended June 30, 2009 compared to the Six Months Ended June 30, 2008
Tax-equivalent net interest income for the six months ended June 30, 2009 totaled $138.5 million,
an increase of $16.0 million, or 13%, as compared to the $122.5 million recorded in the first half
of 2008. For the first half of 2009, the net interest margin was 2.81%, down 7 basis points when
compared to 2.88% in the first half of 2008.
The yield on total earning assets for the first half of 2009 was 5.08% as compared to the 6.18% in
the first six months of 2008. The first six months of 2009 yield on loans was 5.44%, a 104 basis
point decrease when compared to the first six months of 2008 yield of 6.48%. The yield on
liquidity management assets in the first half of 2009 was 3.56% compared to 4.78% in the first half
of 2008.
The rate paid on interest-bearing liabilities decreased to 2.52% in the first half of 2009 as
compared to 3.56% in the first half of 2008. The cost of interest-bearing deposits decreased in
the first six months of 2009 to 2.28% compared to 3.40% in the first six months of 2008.
The rate paid on wholesale funding, consisting of Federal Home Loan Bank of Chicago advances, notes
payable, subordinated notes, other borrowings and junior subordinated debentures, decreased to
4.37% in the first six months of 2009 compared to 4.53% in the first half of 2008. The Company
utilizes certain borrowing sources to fund the additional capital requirements of the Banks, manage
capital, manage interest rate risk position and for general corporate purposes.
The higher level of net interest income recorded in the first half of 2009 compared to the first
half of 2008 was attributable to increasing credit spreads on new loan volumes and the ability to
raise interest-bearing deposits at more reasonable rates and strong earning asset growth. Average
earning asset growth of $1.4 billion in the first half of 2009 compared to the first half of 2008
was comprised of $980.9 million of loan growth and $377.5 million of liquid management asset
growth. This growth was primarily funded by a $983.1 million increase in the average balances of
interest-bearing liabilities and an increase in the average balance of net free funds of $373.3
million. Management believes opportunities during 2009 for continuing to increase credit spreads
in the loan portfolio and favorable repricing of maturing retail certificates of deposit should
help offset the effects of any additional interest rate spread compression on variable rate retail
deposits and the unprecedented competitive retail deposit pricing given the current economic
conditions that have hindered net interest margin expansion.
Analysis of Changes in Tax-equivalent Net Interest Income
The following table presents an analysis of the changes in the Companys tax-equivalent net
interest income comparing the three-month periods ended June 30, 2009 and March 31, 2009, the
six-month periods ended June 30, 2009 and June 30, 2008 and the three-month periods ended June 30,
2009 and June 30, 2008. The reconciliations set forth the changes in the tax-equivalent net
interest income as a result of changes in volumes, changes in rates and differing number of days in
each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
First Six Months |
|
Second Quarter |
|
|
of 2009 |
|
of 2009 |
|
of 2009 |
|
|
Compared to |
|
Compared to |
|
Compared to |
|
|
First Quarter |
|
First Six Months |
|
Second Quarter |
(Dollars in thousands) |
|
of 2009 |
|
of 2008 |
|
of 2008 |
Tax-equivalent net interest income for comparative
period |
|
$ |
65,402 |
|
|
$ |
122,457 |
|
|
$ |
59,992 |
|
Change due to mix and growth of earning assets and
interest-bearing liabilities (volume) |
|
|
2,598 |
|
|
|
23,097 |
|
|
|
12,145 |
|
Change due to interest rate fluctuations (rate) |
|
|
4,348 |
|
|
|
(6,409 |
) |
|
|
930 |
|
Change due to number of days in each period |
|
|
719 |
|
|
|
(676 |
) |
|
|
|
|
|
|
|
Tax-equivalent net interest income for the period
ended June 30, 2009 |
|
$ |
73,067 |
|
|
$ |
138,469 |
|
|
$ |
73,067 |
|
|
|
|
45
Non-interest Income
For the second quarter of 2009, non-interest income totaled $45.5 million, an increase of $11.8
million, or 35%, compared to the second quarter of 2008. The increase was primarily attributable
to an increase in mortgage banking revenue and trading income offset by lower levels of fees from
covered call options. For the first six months of 2009, non-interest income totaled $81.9 million,
an increase of $23.7 million, or 41%, compared to the first six months of 2008. This increase was
primarily attributable to increases in mortgage banking revenue and trading income offset by lower
levels of fees from covered call options.
The following table presents non-interest income by category for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
June 30, |
|
|
$ |
|
|
% |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
Change |
|
|
Change |
|
Brokerage |
|
$ |
4,280 |
|
|
$ |
4,948 |
|
|
|
(668 |
) |
|
|
(14 |
) |
Trust and asset management |
|
|
2,603 |
|
|
|
2,823 |
|
|
|
(220 |
) |
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total wealth management |
|
|
6,883 |
|
|
|
7,771 |
|
|
|
(888 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking |
|
|
22,596 |
|
|
|
7,536 |
|
|
|
15,060 |
|
|
|
200 |
|
Service charges on deposit accounts |
|
|
3,183 |
|
|
|
2,565 |
|
|
|
618 |
|
|
|
24 |
|
Gain on sales of premium finance receivables |
|
|
196 |
|
|
|
566 |
|
|
|
(370 |
) |
|
|
(65 |
) |
Gains (losses) on available-for-sale securities, net |
|
|
1,540 |
|
|
|
(140 |
) |
|
|
1,680 |
|
|
NM |
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees from covered call options |
|
|
|
|
|
|
12,083 |
|
|
|
(12,083 |
) |
|
|
(100 |
) |
Bank Owned Life Insurance |
|
|
565 |
|
|
|
851 |
|
|
|
(286 |
) |
|
|
(34 |
) |
Trading income |
|
|
8,274 |
|
|
|
76 |
|
|
|
8,198 |
|
|
NM |
|
Administrative services |
|
|
454 |
|
|
|
755 |
|
|
|
(301 |
) |
|
|
(40 |
) |
Miscellaneous |
|
|
1,761 |
|
|
|
1,541 |
|
|
|
220 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other |
|
|
11,054 |
|
|
|
15,306 |
|
|
|
(4,252 |
) |
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
$ |
45,452 |
|
|
$ |
33,604 |
|
|
|
11,848 |
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
|
|
June 30, |
|
|
$ |
|
|
% |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
Change |
|
|
Change |
|
Brokerage |
|
$ |
8,099 |
|
|
$ |
9,986 |
|
|
|
(1,887 |
) |
|
|
(19 |
) |
Trust and asset management |
|
|
4,710 |
|
|
|
5,650 |
|
|
|
(940 |
) |
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total wealth management |
|
|
12,809 |
|
|
|
15,636 |
|
|
|
(2,827 |
) |
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking |
|
|
38,828 |
|
|
|
13,632 |
|
|
|
25,196 |
|
|
|
185 |
|
Service charges on deposit accounts |
|
|
6,153 |
|
|
|
4,938 |
|
|
|
1,215 |
|
|
|
25 |
|
Gain on sales of premium finance receivables |
|
|
518 |
|
|
|
1,707 |
|
|
|
(1,189 |
) |
|
|
(70 |
) |
Losses on available-for-sale securities, net |
|
|
(498 |
) |
|
|
(1,473 |
) |
|
|
975 |
|
|
|
66 |
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees from covered call options |
|
|
1,998 |
|
|
|
18,863 |
|
|
|
(16,865 |
) |
|
|
(89 |
) |
Bank Owned Life Insurance |
|
|
851 |
|
|
|
1,464 |
|
|
|
(613 |
) |
|
|
(42 |
) |
Trading income |
|
|
17,018 |
|
|
|
109 |
|
|
|
16,909 |
|
|
NM |
|
Administrative services |
|
|
937 |
|
|
|
1,469 |
|
|
|
(532 |
) |
|
|
(36 |
) |
Miscellaneous |
|
|
3,265 |
|
|
|
1,831 |
|
|
|
1,434 |
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other |
|
|
24,069 |
|
|
|
23,736 |
|
|
|
333 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
$ |
81,879 |
|
|
$ |
58,176 |
|
|
|
23,703 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM = Not Meaningful
46
Wealth management is comprised of the trust and asset management revenue of WHTC and the asset
management fees, brokerage commissions, trading commissions and insurance product commissions at
WHI and WHAMC. Wealth management totaled $6.9 million in the second quarter of 2009, a decrease
of $888,000, or 11%, from $7.8 million in the second quarter of 2008. Decreased asset valuations
due to the equity market declines over the past 12 months have hindered the revenue growth from
trust and asset management activities. Continued uncertainties surrounding the equity markets
overall have slowed the growth of the brokerage component of wealth management revenue. With
equity markets improving in the second quarter of 2009, coupled with the AIP transaction during the
current quarter, wealth management increased $957,000, or 65% on an annualized basis, over the
first quarter of 2009. On a year-to-date basis, wealth management totaled $12.8 million, down $2.8
million, or 18% when compared to the same period in 2008.
Mortgage banking includes revenue from activities related to originating, selling and servicing
residential real estate loans for the secondary market. For the quarter ended June 30, 2009, this
revenue source totaled $22.6 million, an
increase of $15.1 million when compared to the second quarter of 2008. The increase was primarily
attributable to $14.4 million from gains recognized on loans sold to the secondary market and
$683,000 from changes in the fair market value of mortgage servicing rights, valuation fluctuations
of mortgage banking derivatives, fair value accounting for certain residential mortgage loans held
for sale and increased recourse obligation for loans previously sold. Future growth of mortgage
banking is impacted by the interest rate environment and current residential housing conditions and
will continue to be dependent upon both. Mortgage loans originated and sold totaled over $1.5
billion in the second quarter of 2009 compared to $1.2 billion in the first quarter of 2009 and
$484 million in the second quarter of 2008. The positive impact of the PMP transaction, completed
at the end of 2008, contributed to mortgage banking revenue growth in both quarters of 2009. On a
year-to-date basis, mortgage banking revenue totaled $38.8 million, increasing $25.2 million when
compared to the same period in 2008. The year-to-date increase was primarily attributable to $24.3
million from gains recognized on loans sold to the secondary market.
Service charges on deposit accounts totaled $3.2 million for the second quarter of 2009, an
increase of $618,000, or 24%, when compared to the same quarter of 2008. On a year-to-date basis,
service charges on deposit accounts totaled $6.2 million, an increase of $1.2 million, or 25%, when
compared to the same period of 2008. The majority of deposit service charges relates to customary
fees on overdrawn accounts and returned items. The level of service charges received is
substantially below peer group levels, as management believes in the philosophy of providing high
quality service without encumbering that service with numerous activity charges.
Gain on sales of premium finance receivables results from the Companys sales of premium finance
receivables to unrelated third parties. Wintrust did not sell any premium finance receivables in
the second quarter of 2009 but recognized $196,000 of gains in the second quarter of 2009 on
clean-up calls of previous sales. Wintrust sold $69.5 million of premium finance receivables in
the second quarter of 2008, recognizing $566,000 of net gains. Sales of these receivables in
future quarters are dependent upon market conditions impacting sales of these
loans as well as liquidity and capital management considerations. Subject to market and other conditions, the Company intends to pursue a sale of
approximately $700 million of premium finance receivables.
The Company recognized $1.5 million of net gains on available-for-sale securities in the second
quarter of 2009 compared to net losses of $140,000 in the prior year quarter. For the six months
ended June 30, 2009 and 2008, the Company recognized net losses on available-for-sale securities of
$498,000 and $1.5 million, respectively. Net gains (losses) on available-for-sale securities
include other-than-temporary (OTTI) charges recognized in income. In the first quarter of 2009,
the Company recognized $2.1 million of OTTI charges on certain corporate debt investment
securities. There were no OTTI charges recognized in the second quarter of 2009. For the quarter
and six months ended June 30, 2008, the Company recognized $212,000 and $2.1 million, respectively,
of OTTI charges on certain corporate debt investment securities. See Note 4 of the Financial
Statements presented under Item 1 of this report for details of OTTI charges and the adoption of a
new accounting standard related the presentation and disclosure of OTTI charges.
47
Other non-interest income for the second quarter of 2009 totaled $11.1 million, a decrease of $4.2
million, or 28%, compared to $15.3 million in the second quarter of 2008. Trading income increased
$8.2 million in the current quarter as the Company recognized $8.3 million in trading income
resulting primarily from the increase in market value of certain collateralized mortgage
obligations. The Company purchased these securities at a significant discount during the first
quarter of 2009. These securities have increased in value since their purchase due to market
spreads tightening, increased mortgage prepayments due to favorable mortgage rate environment and
the resultant refinancing activity taking place in the market and lower than projected default
rates. More than offsetting the increase in trading income were fees from certain covered call
option transactions decreasing by $12.1 million, as no income was recorded from this activity in
the second quarter of 2009. Historically, compression in the net interest margin was effectively
offset, as has consistently been the case, by the Companys covered call strategy. Management has
been able to effectively use the proceeds from selling covered call options to offset net interest
margin compression and administers such sales in a coordinated process with the Companys overall
asset/liability management. The covered call option contracts are written against certain U.S.
Treasury and agency securities held in the Companys portfolio for liquidity and other
purposes. In the second quarter of 2009, as the Companys net interest margin expanded management
chose to not engage in covered call option activity due to lower than acceptable security yields
which resulted in the elimination of revenue from the Companys covered call strategy. On a
year-to-date basis, other non-interest income totaled $24.1 million, an increase of $333,000, or
1%, when compared to the same period of 2008. Trading income increased $16.9 million in the first
six months of 2009 when compared to the same period in 2008 primarily from the increase in market
value of certain collateralized mortgage obligations discussed above. Offsetting this increase
were lower fees from certain covered call option transactions of $16.9 million in the first six
months of 2009 when compared to the same period in 2008 as a result of lower than acceptable
security yields in 2009.
48
Non-interest Expense
Non-interest expense for the second quarter of 2009 totaled $84.2 million and increased
approximately $19.0 million, or 29%, from the second quarter 2008 total of $65.2 million. On a
year-to-date basis, non-interest expense for 2009 totaled $161.2 million and increased $33.2
million, or 26%, over the same period in 2008.
The following table presents non-interest expense by category for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
June 30, |
|
|
$ |
|
|
% |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
Change |
|
|
Change |
|
Salaries and employee benefits |
|
$ |
46,015 |
|
|
$ |
36,976 |
|
|
|
9,039 |
|
|
|
24 |
|
Equipment |
|
|
4,015 |
|
|
|
4,048 |
|
|
|
(33 |
) |
|
|
(1 |
) |
Occupancy, net |
|
|
5,608 |
|
|
|
5,438 |
|
|
|
170 |
|
|
|
3 |
|
Data processing |
|
|
3,216 |
|
|
|
2,918 |
|
|
|
298 |
|
|
|
10 |
|
Advertising and marketing |
|
|
1,420 |
|
|
|
1,368 |
|
|
|
52 |
|
|
|
4 |
|
Professional fees |
|
|
2,871 |
|
|
|
2,227 |
|
|
|
644 |
|
|
|
29 |
|
Amortization of other intangible assets |
|
|
676 |
|
|
|
779 |
|
|
|
(103 |
) |
|
|
(13 |
) |
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions 3rd party brokers |
|
|
791 |
|
|
|
997 |
|
|
|
(206 |
) |
|
|
(21 |
) |
Postage |
|
|
1,146 |
|
|
|
1,055 |
|
|
|
91 |
|
|
|
9 |
|
Stationery and supplies |
|
|
793 |
|
|
|
756 |
|
|
|
37 |
|
|
|
5 |
|
FDIC insurance |
|
|
9,121 |
|
|
|
1,289 |
|
|
|
7,832 |
|
|
NM |
|
OREO expenses, net |
|
|
1,072 |
|
|
|
837 |
|
|
|
235 |
|
|
|
28 |
|
Miscellaneous |
|
|
7,501 |
|
|
|
6,493 |
|
|
|
1,008 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other |
|
|
20,424 |
|
|
|
11,427 |
|
|
|
8,997 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
$ |
84,245 |
|
|
$ |
65,181 |
|
|
|
19,064 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
|
|
June 30, |
|
|
$ |
|
|
% |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
Change |
|
|
Change |
|
Salaries and employee benefits |
|
$ |
90,835 |
|
|
$ |
73,648 |
|
|
|
17,187 |
|
|
|
23 |
|
Equipment |
|
|
7,953 |
|
|
|
7,974 |
|
|
|
(21 |
) |
|
|
|
|
Occupancy, net |
|
|
11,798 |
|
|
|
11,305 |
|
|
|
493 |
|
|
|
4 |
|
Data processing |
|
|
6,352 |
|
|
|
5,716 |
|
|
|
636 |
|
|
|
11 |
|
Advertising and marketing |
|
|
2,515 |
|
|
|
2,367 |
|
|
|
148 |
|
|
|
6 |
|
Professional fees |
|
|
5,754 |
|
|
|
4,295 |
|
|
|
1,459 |
|
|
|
34 |
|
Amortization of other intangible assets |
|
|
1,363 |
|
|
|
1,567 |
|
|
|
(204 |
) |
|
|
(13 |
) |
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions 3rd party brokers |
|
|
1,495 |
|
|
|
1,982 |
|
|
|
(487 |
) |
|
|
(25 |
) |
Postage |
|
|
2,327 |
|
|
|
2,041 |
|
|
|
286 |
|
|
|
14 |
|
Stationery and supplies |
|
|
1,561 |
|
|
|
1,498 |
|
|
|
63 |
|
|
|
4 |
|
FDIC Insurance |
|
|
12,134 |
|
|
|
2,575 |
|
|
|
9,559 |
|
|
NM |
|
OREO expenses, net |
|
|
3,428 |
|
|
|
452 |
|
|
|
2,976 |
|
|
NM |
|
Miscellaneous |
|
|
13,692 |
|
|
|
12,610 |
|
|
|
1,082 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other |
|
|
34,637 |
|
|
|
21,158 |
|
|
|
13,479 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
$ |
161,207 |
|
|
$ |
128,030 |
|
|
|
33,177 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM = Not Meaningful
49
Salaries and employee benefits comprised 55% of total non-interest expense in the second quarter of
2009 and 57% in the second quarter of 2008. Salaries and employee benefits expense increased $9.0
million, or 24%, in the second quarter of 2009 compared to the second quarter of 2008 primarily as
a result of higher commission and incentive compensation expenses related to mortgage banking
activities and the incremental costs of the PMP staff. The large increase in salaries and employee
benefits is primarily attributable to an increase in variable pay (commissions) of $6.3 million as
a result of the higher mortgage loan origination volumes. On a year-to-date basis, salaries and
employee benefits increased $17.2 million, or 23% compared to the same period in 2008. Of this
increase, $11.0 million was attributable to an increase in variable pay (commissions) as a result
of the higher mortgage loan origination volumes.
The combined equipment and occupancy expense for the second quarter of 2009 was $9.6 million, an
increase of $137,000, or 1%, compared to the same period of 2008. On a year-to-date basis, the
combined equipment and occupancy expense was $19.8 million in 2009, an increase of $472,000, or 2%,
compared to the same period of 2008.
Professional fees include legal, audit and tax fees, external loan review costs and normal
regulatory exam assessments. Professional fees for the second quarter of 2009 were $2.9 million,
an increase of $644,000, or 29%, compared to the same period in 2008. On a year-to-date basis,
professional fees were $5.8 million, an increase of $1.5 million, or 34%, compared to the same
period in 2008. These increases are primarily a result of increased legal costs related to
non-performing assets.
FDIC insurance totaled $9.1 million in the second quarter of 2009, an increase of $7.8 million
compared to $1.3 million in the second quarter of 2008. On a year-to-date basis, FDIC insurance
totaled $12.1 million in 2009, an increase of $9.5 million compared to $2.6 million in 2008. The
increase in FDIC insurance rates at the beginning of 2009, the industry-wide special assessment on
financial institutions in the second quarter of 2009 and growth in the assessable deposit base
contributed to the significant increases in FDIC insurance costs for the second quarter of 2009 and
the first six months of 2009.
Other real estate owned (OREO) expenses in the current quarter and in the year-to-period ended
June 30, 2009 increased $235,000 and $3.0 million, respectively, compared to the same periods in
the prior year. These increases are primarily due higher OREO operating expenses and losses on
sales of OREO properties in 2009.
Miscellaneous expense includes expenses such as ATM expenses, correspondent bank charges,
directors fees, telephone, travel and entertainment, corporate insurance, dues and subscriptions
and lending origination costs that are not deferred. Miscellaneous expenses in the second quarter
of 2009 increased $1.0 million, or 16%, compared to the same period in the prior year. On
year-to-date basis, miscellaneous expenses increased $1.1 million, or 9%, compared to the same
period in the prior year.
Income Taxes
The Company recorded income tax expense of $3.5 million for the three months ended June 30, 2009
compared to $6.2 million for the same period of 2008. The effective tax rate was 34.8% and 35.6% in
the second quarter of 2009 and 2008, respectively. For the six months ended June 30, income tax
expense totaled $6.9 million for 2009 and $11.5 million for 2008. The effective tax rate was 34.9%
for the six months ended June 30, 2009 and 35.3% for the first six months of 2008.
50
Operating Segment Results
As described in Note 9 to the Consolidated Financial Statements, the Companys operations consist
of three primary segments: banking, specialty finance and wealth management. The Companys
profitability is primarily dependent on the net interest income, provision for credit losses,
non-interest income and operating expenses of its banking segment. The net interest income of the
banking segment includes interest income and related interest costs from portfolio loans that were
purchased from the specialty finance segment. For purposes of internal segment profitability
analysis, management reviews the results of its specialty finance segment as if all loans
originated and sold to the banking segment were retained within that segments operations.
Similarly, for purposes of analyzing the contribution from the wealth management segment,
management allocates the net interest income earned by the banking segment on deposit balances of
customers of the wealth management segment to the wealth management segment. (See Wealth
management deposits discussion in Deposits section of this report for more information on these
deposits.)
The banking segments net interest income for the quarter ended June 30, 2009 totaled $69.6 million
as compared to $58.0 million for the same period in 2008, an increase of $11.6 million, or 20%. On
a year-to-date basis, net interest income totaled $131.4 million for the first six months of 2009,
an increase of $12.8 million, or 11%, as compared to the $118.6 million recorded last year. These
increases were primarily attributable to increasing credit spreads on new loan volumes and the
ability to raise interest-bearing deposits at more reasonable rates and strong earning asset
growth. The banking segments non-interest income totaled $28.2 million in the second quarter of
2009, an increase of $3.8 million, or 15%, when compared to the second quarter of 2008 total of
$24.4 million. Non-interest income increased 24% to $51.7 million in the first six months of 2009
compared to the second quarter of 2008. These increases were primarily attributable to an increase
in mortgage banking revenue offset by lower levels of fees from covered call options. The banking
segments net income for the quarter ended June 30, 2009 totaled $4.7 million, a decrease of $10.3
million, or 69%, as compared to the second quarter of 2008 total of $14.9 million. After-tax
profit for the six months ended June 30, 2009, totaled $10.5 million, a decrease of $19.0 million,
or 64%, as compared to the prior year total of $29.5 million. These decreases were primarily the
result of a higher provision for credit losses in the second quarter and first six months of 2009
as compared to the same periods in the prior year.
Net interest income for the specialty finance segment totaled $19.2 million for the quarter ended
June 30, 2009, compared to $17.1 million for the same period in 2008, an increase of $2.1 million
or 12%. On a year-to-date basis, net interest income totaled $38.2 million for the first six
months of 2009, an increase of $3.5 million, or 10%, as compared to the $34.7 million recorded last
year. These increases are a result of higher average balances of premium finance receivables in
2009 as the Company has not sold premium finance receivables to unrelated third parties since the
second quarter of 2008. The specialty finance segments non-interest income totaled $650,000 for
the quarter ended June 30, 2009, compared to $1.3 million for the same period in 2008, a decrease
of $671,000 or 51%. Non-interest income decreased $1.7 million to $1.5 million in the first six
months of 2009 as compared to the same period in the prior year. The decreases relate primarily to
lower gains on the sale of premium finance receivables to unrelated third parties since there have
been no sales since the second quarter of 2008. Net after-tax profit of the specialty finance
segment totaled $8.1 million for the quarters ended June 30, 2009 and 2008. The specialty finance
segments after-tax profit for the six months ended June 30, 2009, totaled $16.3 million, a
decrease of $336,000, or 2%, as compared to the prior year total of $16.6 million.
The wealth management segment reported net interest income of $7.0 million for the second quarter
of 2009 compared to $4.5 million in the same quarter of 2008. Net interest income is comprised of
the net interest earned on brokerage customer receivables at WHI and an allocation of the net
interest income earned by the banking segment on non-interest bearing and interest-bearing wealth
management customer account balances on deposit at the Banks (wealth management deposits). The
allocated net interest income included in this segments profitability was $6.9 million ($4.3
million after tax) in the second quarter of 2009 compared to $4.2 million ($2.6 million after tax)
in the second quarter of 2008. The increase in net interest income was primarily a result of the
growth in average wealth management deposits. This segment recorded non-interest income of $9.6
million for the second quarter of 2009 compared to $10.0 million for the second quarter of 2008.
The wealth management segments net income totaled $3.7 million for the second quarter of 2009
compared to net income of $2.9 million for the second quarter of 2008. This increase is a result
of the improvement of equity markets in the second quarter of 2009, coupled with the acquisition of
AIP during the current quarter. On a year-to-date basis, net interest income totaled $13.5 million
for the first six months of 2009, an increase of $4.2 million or 45%, as compared to the $9.3
million recorded last year. The allocated net interest income included in
51
this segments
profitability was $13.2 million ($8.2 million after tax) in the first six months of 2009 and $8.6
million ($5.3 million after tax) in the first six months of 2008. Non-interest income decreased
$2.2 million to $17.5 million in the first six months of 2009 compared to the same period in the
prior year. Decreased asset valuations due to the equity market declines over the past 12 months
have hindered the revenue growth from trust and asset management activities. Continued
uncertainties surrounding the equity markets overall have slowed the growth of the brokerage
component of wealth management revenue. However, with equity markets improving in the second
quarter of 2009, coupled with the AIP transaction during the current quarter, wealth management
increased $957,000, or 65% on an annualized basis, over the first quarter of 2009. This segments
after-tax net income for the six months ended June 30, 2009, totaled $6.9 million compared to the
prior year gain of $5.6 million an increase of $1.2 million.
FINANCIAL CONDITION
Total assets were $11.4 billion at June 30, 2009, representing an increase of $1.4 billion, or 15%
when compared to
June 30, 2008 and $540.6 million, or 20% on an annualized basis, when compared to March 31, 2009.
Total funding, which includes deposits, all notes and advances, including the junior subordinated
debentures, was $10.2 billion at June 30, 2009, $8.9 billion at June 30, 2008 and $9.6 billion at
March 31, 2009. See Notes 4-8 of the Financial Statements presented under Item 1 of this report
for additional period-end detail on the Companys interest-earning assets and funding liabilities.
Interest-Earning Assets
The following table sets forth, by category, the composition of average earning asset balances and
the relative percentage of total average earning assets for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
|
June 30, 2008 |
|
(Dollars in thousands) |
|
Balance |
|
|
Percent |
|
|
Balance |
|
|
Percent |
|
|
Balance |
|
|
Percent |
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate |
|
$ |
4,987,587 |
|
|
|
49 |
% |
|
$ |
4,826,474 |
|
|
|
49 |
% |
|
$ |
4,549,505 |
|
|
|
52 |
% |
Home equity |
|
|
919,667 |
|
|
|
9 |
|
|
|
909,948 |
|
|
|
9 |
|
|
|
732,218 |
|
|
|
8 |
|
Residential real estate (1) |
|
|
493,546 |
|
|
|
5 |
|
|
|
451,127 |
|
|
|
5 |
|
|
|
357,480 |
|
|
|
4 |
|
Premium finance receivables (2) |
|
|
1,521,373 |
|
|
|
15 |
|
|
|
1,410,727 |
|
|
|
14 |
|
|
|
1,131,107 |
|
|
|
13 |
|
Indirect consumer loans |
|
|
143,516 |
|
|
|
1 |
|
|
|
165,143 |
|
|
|
2 |
|
|
|
224,538 |
|
|
|
3 |
|
Other loans |
|
|
146,883 |
|
|
|
2 |
|
|
|
161,430 |
|
|
|
2 |
|
|
|
163,469 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans, net of unearned income |
|
$ |
8,212,572 |
|
|
|
81 |
% |
|
$ |
7,924,849 |
|
|
|
81 |
% |
|
$ |
7,158,317 |
|
|
|
82 |
% |
Liquidity management assets (3) |
|
|
1,851,179 |
|
|
|
19 |
|
|
|
1,839,161 |
|
|
|
19 |
|
|
|
1,543,795 |
|
|
|
18 |
|
Other earning assets (4) |
|
|
22,694 |
|
|
|
|
|
|
|
22,128 |
|
|
|
|
|
|
|
22,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average earning assets |
|
$ |
10,086,445 |
|
|
|
100 |
% |
|
$ |
9,786,138 |
|
|
|
100 |
% |
|
$ |
8,724,631 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average assets |
|
$ |
11,037,468 |
|
|
|
|
|
|
$ |
10,724,966 |
|
|
|
|
|
|
$ |
9,682,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average earning assets
to total average assets |
|
|
|
|
|
|
91 |
% |
|
|
|
|
|
|
91 |
% |
|
|
|
|
|
|
90 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Residential real estate loans include mortgage loans held-for-sale. |
|
(2) |
|
Premium finance receivables include loans held-for-sale |
|
(3) |
|
Liquidity management assets include available-for-sale securities, interest earning deposits
with banks, federal funds sold and securities
purchased under resale agreements. |
|
(4) |
|
Other earning assets include brokerage customer receivables and trading account securities. |
Total average earning assets for the second quarter of 2009 increased $1.4 billion, or 16%, to
$10.1 billion, compared to the second quarter of 2008, and increased $300.3 million, or 12% on an
annualized basis, compared to the first quarter of 2009. The ratio of total average earning assets
as a percent of total average assets was 91% at June 30, 2009 and March 31, 2009, up slightly from
90% in the second quarter of 2008.
52
Total average loans during the second quarter of 2009 increased $1.1 billion, or 15%, over the
previous year second quarter. In the first six months of 2009, more than $5.6 billion of credit
was extended to new and existing borrowers subsequent to the U.S. Treasury Departments capital
investment in December 2008 as part of the Capital Purchase Program. Average residential real
estate loans increased 38%, premium finance receivables increased 35%, home equity loans increased
26%, and commercial and commercial real estate loans increased 10% in the second quarter of 2009
compared to the average balances in the second quarter of 2008. The increase in average
residential real estate loans is a result of higher originations by WMC. As a result of economic
conditions, the Company has been actively managing its home equity portfolio to ensure that
diligent pricing, appraisal and other underwriting activities continue to exist. The Company has
not sacrificed asset quality or pricing standards to grow outstanding loan balances.
The increase in the average balance of premium finance receivables is a result of the Company not
selling premium finance receivables to an unrelated third party in the second quarter of 2009. The
Company sold $69.5 million of premium finance receivables to an unrelated third party in the second
quarter of 2008. Currently, the receivables
originated by FIFC are sold to the Banks and retained in their portfolios. The level of premium
finance receivables sold to unrelated third parties depends in large part on the capacity of the
Banks to retain such loans in their portfolio and therefore, it is possible that sales of these
receivables may occur in the future.
As discussed in the Overview and Strategy section of this report, in the third quarter of 2008,
the Company ceased the origination of indirect automobile loans. Therefore, the balance of
indirect consumer loans will continue to decrease in future periods.
Liquidity management assets include available-for-sale securities, interest earning deposits with
banks, federal funds sold and securities purchased under resale agreements. The balances of these
assets can fluctuate based on managements ongoing effort to manage liquidity and for asset
liability management purposes.
Other earning assets include brokerage customer receivables and trading account securities at WHI.
Trading securities are also held at the Wintrust corporate level. In the normal course of
business, WHI activities involve the execution, settlement, and financing of various securities
transactions. WHIs customer securities activities are transacted on either a cash or margin
basis. In margin transactions, WHI, under an agreement with the out-sourced securities firm,
extends credit to its customers, subject to various regulatory and internal margin requirements,
collateralized by cash and securities in customers accounts. In connection with these activities,
WHI executes and the out-sourced firm clears customer transactions relating to the sale of
securities not yet purchased, substantially all of which are transacted on a margin basis subject
to individual exchange regulations. Such transactions may expose WHI to off-balance-sheet risk,
particularly in volatile trading markets, in the event margin requirements are not sufficient to
fully cover losses that customers may incur. In the event a customer fails to satisfy its
obligations, WHI under an agreement with the outsourced securities firm, may be required to
purchase or sell financial instruments at prevailing market prices to fulfill the customers
obligations. WHI seeks to control the risks associated with its customers activities by requiring
customers to maintain margin collateral in compliance with various regulatory and internal
guidelines. WHI monitors required margin levels daily and, pursuant to such guidelines, requires
customers to deposit additional collateral or to reduce positions when necessary.
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Balances for the |
|
|
|
Six Months Ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
(Dollars in thousands) |
|
Balance |
|
|
Percent |
|
|
Balance |
|
|
Percent |
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate |
|
$ |
4,907,476 |
|
|
|
49 |
% |
|
$ |
4,509,441 |
|
|
|
53 |
% |
Home equity |
|
|
914,834 |
|
|
|
9 |
|
|
|
709,449 |
|
|
|
8 |
|
Residential real estate (1) |
|
|
467,913 |
|
|
|
5 |
|
|
|
343,380 |
|
|
|
4 |
|
Premium finance receivables (2) |
|
|
1,466,447 |
|
|
|
14 |
|
|
|
1,127,792 |
|
|
|
13 |
|
Indirect consumer loans |
|
|
154,270 |
|
|
|
2 |
|
|
|
231,029 |
|
|
|
3 |
|
Other loans |
|
|
154,118 |
|
|
|
2 |
|
|
|
163,098 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans, net of unearned income |
|
|
8,065,058 |
|
|
|
81 |
|
|
|
7,084,189 |
|
|
|
83 |
|
Liquidity management assets (3) |
|
|
1,845,283 |
|
|
|
19 |
|
|
|
1,467,768 |
|
|
|
17 |
|
Other earning assets (4) |
|
|
22,412 |
|
|
|
|
|
|
|
24,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average earning assets |
|
$ |
9,932,753 |
|
|
|
100 |
% |
|
$ |
8,576,418 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average assets |
|
$ |
10,881,525 |
|
|
|
|
|
|
$ |
9,526,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average earning assets to total average assets |
|
|
|
|
|
|
91 |
% |
|
|
|
|
|
|
90 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Residential real estate loans include mortgage loans held-for-sale. |
|
(2) |
|
Premium finance receivables include loans held-for-sale |
|
(3) |
|
Liquidity management assets include available-for-sale securities, interest earning deposits
with banks, federal funds sold and securities
purchased under resale agreements. |
|
(4) |
|
Other earning assets include brokerage customer receivables and trading account
securities. |
Average earning assets for the six months ended June 30, 2009 increased $1.4 billion, or 16%, over
the first six months of 2008. The ratio of total average earning assets as a percent of total
average assets for the six months ended June 30, 2009 increased slightly to 91% from 90% in the
prior year period. Total average loans increased by $980.9 million, or 14%, in the first six
months of 2009 compared to the same period of 2008. The growth of loans in 2009 is the result of
the Companys continued business development efforts on its core loan portfolios, higher
originations by WMC and no sales of premium finance receivables since the second quarter of 2008.
Average liquidity management assets for the six months ended June 30, 2009 increased $377.5
million, or 26%, over the first six months of 2008. The balances of these assets fluctuate
frequently based on deposit inflows, the level of other funding sources and loan demand.
Deposits
Total deposits at June 30, 2009, were $9.2 billion and increased $1.4 billion, or 18%, compared to
total deposits at June 30, 2008. See Note 6 to the financial statements of Item 1 of this report
for a summary of period end deposit balances.
The following table sets forth, by category, the composition of average deposit balances and the
relative percentage of total average deposits for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
|
June 30, 2008 |
|
(Dollars in thousands) |
|
Balance |
|
|
Percent |
|
|
Balance |
|
|
Percent |
|
|
Balance |
|
|
Percent |
|
Non-interest bearing |
|
$ |
754,479 |
|
|
|
9 |
% |
|
$ |
733,911 |
|
|
|
9 |
% |
|
$ |
663,526 |
|
|
|
9 |
% |
NOW accounts |
|
|
1,052,901 |
|
|
|
12 |
|
|
|
1,061,271 |
|
|
|
12 |
|
|
|
1,043,670 |
|
|
|
14 |
|
Wealth management deposits |
|
|
930,855 |
|
|
|
10 |
|
|
|
787,913 |
|
|
|
9 |
|
|
|
623,805 |
|
|
|
8 |
|
Money market accounts |
|
|
1,336,147 |
|
|
|
15 |
|
|
|
1,243,468 |
|
|
|
15 |
|
|
|
843,724 |
|
|
|
11 |
|
Savings accounts |
|
|
433,859 |
|
|
|
5 |
|
|
|
367,734 |
|
|
|
4 |
|
|
|
326,630 |
|
|
|
4 |
|
Time certificates of deposit |
|
|
4,343,334 |
|
|
|
49 |
|
|
|
4,287,493 |
|
|
|
51 |
|
|
|
4,068,608 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average deposits |
|
$ |
8,851,575 |
|
|
|
100 |
% |
|
$ |
8,481,790 |
|
|
|
100 |
% |
|
$ |
7,569,963 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
Total average deposits for the second quarter of 2009 were $8.9 billion, an increase of $1.3
billion, or 17%, from the second quarter of 2008. Each deposit category increased, but the largest
increases, in terms of average balances and percentage increases, were in the money market accounts
and Wealth management deposits. The average money market accounts increased $492.4 million, or 58%,
from 2008. Approximately one-third of the increase was due to the introduction of the MaxSafe
money market account product which provides the Banks customers with 15 times the FDIC insurance
of a single bank.
Wealth management deposits are funds from the brokerage customers of WHI, the trust and asset
management customers of WHTC and brokerage customers from unaffiliated companies which have been
placed into deposit accounts of the Banks (Wealth management deposits in the table above).
Consistent with reasonable interest rate risk parameters, the funds have generally been invested in
loan production of the Banks as well as other investments suitable for banks. The Wealth management
deposits increased $307.1 million, or 49%, in the second quarter of 2009
compared to the second quarter of 2008 primarily a result of the introduction of the Wholesale IBD
money market product, which essentially spreads third party customer account balances across the
Companys 15 bank charters and provides them with 15 times the FDIC insurance of a single bank.
Other Funding Sources
Although deposits are the Companys primary source of funding its interest-earning assets, the
Companys ability to manage the types and terms of deposits is somewhat limited by customer
preferences and market competition. As a result, in addition to deposits and the issuance of
equity securities and the retention of earnings, the Company uses several other sources to fund
its asset base. These sources include short-term borrowings, notes payable, Federal Home Loan
Bank advances, subordinated debt and junior subordinated debentures. The Company evaluates the
terms and unique characteristics of each source, as well as its asset-liability management
position, in determining the use of such funding sources.
Average total interest-bearing funding, from sources other than deposits and including junior
subordinated debentures, totaled $1.0 billion in the second quarter of 2009 compared to $1.2
billion in the second quarter of 2008.
The following table sets forth, by category, the composition of average other funding sources for
the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
2009 |
|
|
2008 |
|
Notes payable |
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
$ |
63,468 |
|
Federal Home Loan Bank advances |
|
|
435,983 |
|
|
|
435,982 |
|
|
|
437,642 |
|
Other borrowings: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
|
|
|
|
4,039 |
|
|
|
15,767 |
|
Securities sold under repurchase agreements and other |
|
|
248,123 |
|
|
|
296,855 |
|
|
|
359,895 |
|
|
|
|
|
|
|
|
|
|
|
Total other borrowings |
|
|
248,123 |
|
|
|
300,894 |
|
|
|
375,662 |
|
|
|
|
|
|
|
|
|
|
|
Subordinated notes |
|
|
66,648 |
|
|
|
70,000 |
|
|
|
75,000 |
|
Junior subordinated debentures |
|
|
249,494 |
|
|
|
249,506 |
|
|
|
249,594 |
|
|
|
|
|
|
|
|
|
|
|
Total other funding sources |
|
$ |
1,001,248 |
|
|
$ |
1,057,382 |
|
|
$ |
1,201,366 |
|
|
|
|
|
|
|
|
|
|
|
Notes payable balances represent the balances on a credit agreement with an unaffiliated bank.
This credit facility is available for corporate purposes such as to provide capital to fund growth
at existing bank subsidiaries, possible future acquisitions and for other general corporate
matters.
FHLB advances provide the Banks with access to fixed rate funds which are useful in mitigating
interest rate risk and achieving an acceptable interest rate spread on fixed rate loans or
securities.
55
Securities sold under repurchase agreements represent sweep accounts for certain customers in
connection with master repurchase agreements at the Banks and short-term borrowings from brokers.
This funding category fluctuates based on customer preferences and daily liquidity needs of the
Banks, their customers and the Banks operating subsidiaries.
The Company borrowed funds under three separate subordinated note agreements. The balances of the
notes as of June 30, 2009 were $20.0 million, $20.0 million and $25.0 million with maturity dates
in 2012, 2013 and 2015, respectively. Each subordinated note requires annual principal payments of
$5.0 million beginning in the sixth year of the note and has terms of ten years. These notes
qualify as Tier II regulatory capital.
Junior subordinated debentures were issued to nine trusts by the Company and equal the amount of
the preferred and common securities issued by the trusts. Junior subordinated debentures, subject
to certain limitations, qualify as Tier 1 capital of the Company for regulatory purposes. The
amount of junior subordinated debentures and certain other capital elements in excess of those
certain limitations could be included in Tier 2 capital, subject to restrictions. Interest expense
on these debentures is deductible for tax purposes, resulting in a cost-efficient form of
regulatory capital.
See Notes 7 and 8 of the Financial Statements presented under Item 1 of this report for details of
period end balances and other information for these various funding sources. There were no material
changes outside the ordinary course of business in the Companys contractual obligations during the
second quarter of 2009 as compared to December 31, 2008.
Shareholders Equity
Total shareholders equity was $1.1 billion at June 30, 2009, reflecting an increase of $316.1
million since June 30, 2008 and a decrease of $1.5 million since the end of 2008. The decrease
from December 31, 2008, was the result of $7.9 million in higher net unrealized losses from
available-for-sale securities and the mark-to-market adjustment on cash flow hedges, net of tax,
net income of $12.9 million less common stock dividends of $4.3 million and preferred stock
dividends of $10.0 million offset by $1.6 million of accretion on the preferred stock, $3.4 million
credited to surplus for stock-based compensation costs, a $2.4 million increase in equity from the
issuance of shares of the Companys common stock (and related tax benefit) pursuant to various
stock compensation plans, and a $309,000 credit to equity for the cumulative effect adjustment from
the adoption of a new accounting standard.
The following tables reflect various consolidated measures of capital as of the dates presented and
the capital guidelines established by the Federal Reserve Bank for a bank holding company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
June 30, |
|
|
2009 |
|
2009 |
|
2008 |
Leverage ratio |
|
|
7.9 |
% |
|
|
8.0 |
% |
|
|
7.8 |
% |
Tier 1 capital to risk-weighted assets |
|
|
8.9 |
|
|
|
9.1 |
|
|
|
8.7 |
|
Total capital to risk-weighted assets |
|
|
12.4 |
|
|
|
12.6 |
|
|
|
10.2 |
|
Total average equity-to-total average assets * |
|
|
9.7 |
|
|
|
9.9 |
|
|
|
7.9 |
|
|
|
|
|
|
|
* |
|
based on quarterly average balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum |
|
|
|
|
|
|
Capital |
|
Adequately |
|
Well |
|
|
Requirements |
|
Capitalized |
|
Capitalized |
Leverage ratio |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
5.0 |
% |
Tier 1capital to risk-weighted assets |
|
|
4.0 |
|
|
|
4.0 |
|
|
|
6.0 |
|
Total capital to risk-weighted assets |
|
|
8.0 |
|
|
|
8.0 |
|
|
|
10.0 |
|
|
|
|
56
The Companys principal sources of funds at the holding company level are dividends from its
subsidiaries, borrowings under its loan agreement with an unaffiliated bank and proceeds from the
issuances of subordinated debt, junior subordinated debentures and additional equity. Refer to
Notes 7 and 8 of the Financial Statements presented under Item 1 of this report for further
information on these various funding sources. The issuances of subordinated debt, junior
subordinated debentures, preferred stock and additional common stock are the primary forms of
regulatory capital that are considered as the Company evaluates increasing its capital position.
Management is committed to maintaining the Companys capital levels above the Well Capitalized
levels established by the Federal Reserve for bank holding companies.
See Note 14 of the Financial Statements presented under Item 1 of this report for details on the
Companys issuance of preferred stock in August 2008 through a private transaction and also in
December 2008 under the U.S. Department of the Treasurys Capital Purchase Program.
In January and July 2009, Wintrust declared semi-annual cash dividends of $0.18 and $0.09 per
common share, respectively. The reduction of the semi-annual dividend in July 2009 is a result of
lower earnings in recent periods. Accordingly, reducing the dividend results in the preservation
of capital to support the Companys growth. In January and July 2008, Wintrust declared
semi-annual cash dividends of $0.18 per common share.
57
ASSET QUALITY
Allowance for Credit Losses
The following table presents a summary of the activity in the allowance for credit losses for the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses at beginning of
period |
|
$ |
74,248 |
|
|
$ |
53,758 |
|
|
$ |
69,767 |
|
|
$ |
50,389 |
|
Provision for credit losses |
|
|
23,663 |
|
|
|
10,301 |
|
|
|
38,136 |
|
|
|
18,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate loans |
|
|
9,846 |
|
|
|
5,430 |
|
|
|
17,735 |
|
|
|
9,387 |
|
Home equity loans |
|
|
795 |
|
|
|
25 |
|
|
|
1,306 |
|
|
|
25 |
|
Residential real estate loans |
|
|
108 |
|
|
|
|
|
|
|
260 |
|
|
|
219 |
|
Premium finance receivables |
|
|
1,792 |
|
|
|
913 |
|
|
|
3,144 |
|
|
|
1,796 |
|
Indirect consumer loans |
|
|
473 |
|
|
|
271 |
|
|
|
834 |
|
|
|
529 |
|
Consumer and other loans |
|
|
130 |
|
|
|
202 |
|
|
|
251 |
|
|
|
296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charge-offs |
|
|
13,144 |
|
|
|
6,841 |
|
|
|
23,530 |
|
|
|
12,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate loans |
|
|
107 |
|
|
|
29 |
|
|
|
315 |
|
|
|
69 |
|
Home equity loans |
|
|
1 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
Residential real estate loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium finance receivables |
|
|
155 |
|
|
|
273 |
|
|
|
296 |
|
|
|
400 |
|
Indirect consumer loans |
|
|
44 |
|
|
|
61 |
|
|
|
73 |
|
|
|
107 |
|
Consumer and other loans |
|
|
39 |
|
|
|
52 |
|
|
|
54 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries |
|
|
346 |
|
|
|
415 |
|
|
|
740 |
|
|
|
640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
(12,798 |
) |
|
|
(6,426 |
) |
|
|
(22,790 |
) |
|
|
(11,612 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses at period end |
|
$ |
85,113 |
|
|
$ |
57,633 |
|
|
$ |
85,113 |
|
|
$ |
57,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for unfunded loan commitments at
period end |
|
$ |
1,586 |
|
|
$ |
493 |
|
|
$ |
1,586 |
|
|
$ |
493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses at period end |
|
$ |
86,699 |
|
|
$ |
58,126 |
|
|
$ |
86,699 |
|
|
$ |
58,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized net charge-offs by category
as a percentage of its own respective
categorys average: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate loans |
|
|
0.78 |
% |
|
|
0.48 |
% |
|
|
0.72 |
% |
|
|
0.42 |
% |
Home equity loans |
|
|
0.35 |
|
|
|
0.01 |
|
|
|
0.29 |
|
|
|
0.01 |
|
Residential real estate loans |
|
|
0.09 |
|
|
|
|
|
|
|
0.11 |
|
|
|
0.13 |
|
Premium finance receivables |
|
|
0.43 |
|
|
|
0.23 |
|
|
|
0.39 |
|
|
|
0.25 |
|
Indirect consumer loans |
|
|
1.20 |
|
|
|
0.38 |
|
|
|
0.99 |
|
|
|
0.37 |
|
Consumer and other loans |
|
|
0.25 |
|
|
|
0.37 |
|
|
|
0.26 |
|
|
|
0.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans, net of unearned income |
|
|
0.63 |
% |
|
|
0.36 |
% |
|
|
0.57 |
% |
|
|
0.33 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs as a percentage of the
provision for loan losses |
|
|
54.08 |
% |
|
|
62.38 |
% |
|
|
59.76 |
% |
|
|
61.58 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans at period-end |
|
|
|
|
|
|
|
|
|
$ |
7,595,476 |
|
|
$ |
7,153,603 |
|
Allowance for loan losses as a percentage of
loans at period-end |
|
|
|
|
|
|
|
|
|
|
1.12 |
% |
|
|
0.81 |
% |
Allowance for credit losses as a percentage
of loans at period-end |
|
|
|
|
|
|
|
|
|
|
1.14 |
% |
|
|
0.81 |
% |
58
Management believes that the loan portfolio is well diversified and well secured, without undue
concentration in any specific risk area. Loan quality is continually monitored by management and is
reviewed by the Banks Boards of Directors and their Credit Committees on a monthly basis.
Independent external reviews of the loan portfolio are provided by the examinations conducted by
regulatory authorities and an independent loan review performed by an entity engaged by the Board
of Directors. The amount of additions to the allowance for loan losses, which is charged to
earnings through the provision for credit losses, is determined based on managements assessment of
the adequacy of the allowance for loan losses. Management evaluates on at least a quarterly basis
a variety of factors, including actual charge-offs during the year, historical loss experience,
delinquent and other potential problem loans, and economic conditions and trends in the market area
in assessing the adequacy of the allowance for loan losses.
In the second quarter of 2008, the Company refined its methodology for determining certain elements
of the allowance for loan losses. These refinements resulted in an allocation of the allowance to
loan portfolio groups based on loan collateral and credit risk rating and did not have a material
impact on the allowance as compared to the previous methodology. Previously, this element of the
allowance was not segmented at the loan collateral and credit risk rating level. The Company
maintains its allowance for loan losses at a level believed adequate by management to absorb
probable losses inherent in the loan portfolio and is based on the size and current risk
characteristics of the loan portfolio, an assessment of internal problem loan identification system
(Problem Loan Report) loans and actual loss experience, changes in the composition of the loan
portfolio, historical loss experience, changes in lending policies and procedures, including
underwriting standards and collections, charge-off, and recovery practices, changes in experience,
ability and depth of lending management and staff, changes in national and local economic and
business conditions and developments, including the condition of various market segments and
changes in the volume and severity of past due and classified loans and trends in the volume of
non-accrual loans, troubled debt restructurings and other loan modifications. The allowance for
loan losses also includes an element for estimated probable but undetected losses and for
imprecision in the credit risk models used to calculate the allowance. The Company reviews
non-performing loans on a case-by-case basis to allocate a specific dollar amount of reserves,
whereas all other loans are reserved for based on loan collateral and assigned credit risk rating
reserve percentages. Determination of the allowance is inherently subjective as it requires
significant estimates, including the amounts and timing of expected future cash flows on impaired
loans, estimated losses on pools of homogeneous loans based on historical loss experience, and
consideration of current environmental factors and economic trends, all of which may be susceptible
to significant change. The Company also maintains an allowance for lending-related commitments
which relates to certain amounts that the Company is committed to lend but for which funds have not
yet been disbursed and is computed using a methodology similar to that used to determine the
allowance for loan losses. Loan losses are charged off against the allowance, while recoveries are
credited to the allowance. A provision for credit losses is charged to operations based on
managements periodic evaluation of the factors previously mentioned, as well as other pertinent
factors. Evaluations are conducted at least quarterly and more frequently if deemed necessary.
The provision for credit losses totaled $23.7 million for the second quarter of 2009, $14.5 million
in the first quarter of 2009 and $10.3 million for the second quarter of 2008. For the quarter
ended June 30, 2009, net charge-offs totaled $12.8 million compared to $10.0 million in the first
quarter of 2009 and $6.4 million recorded in the second quarter of 2008. On a ratio basis,
annualized net charge-offs as a percentage of average loans were 0.63% in the second quarter of
2009, 0.51% in the first quarter of 2009, and 0.36% in the second quarter of 2008. On a
year-to-date basis, the provision for credit losses totaled $38.1 million for 2009 and $18.9
million for the same period in 2008. Net charge-offs totaled $22.8 million in 2009 compared to
$11.6 million recorded in 2008. On a ratio basis, annualized net charge-offs as a percentage of
average loans were 0.57% in 2009 and 0.33% in 2008.
Management believes the allowance for loan losses is adequate to provide for inherent losses in the
portfolio. There can be no assurances however, that future losses will not exceed the amounts
provided for, thereby affecting future results of operations. The amount of future additions to
the allowance for loan losses will be dependent upon managements assessment of the adequacy of the
allowance based on its evaluation of economic conditions, changes in real estate values, interest
rates, the regulatory environment, the level of past-due and non-performing loans, and other
factors. The increase from the end of the prior quarter reflects the continued economic weaknesses
in the Companys markets and is the result of an individual review of a significant number of
individual credits as well as the overall risk factors impacting certain types of credits,
specifically credits with residential development collateral valuation exposure.
59
Past Due Loans and Non-performing Assets
The following table sets forth Wintrusts non-performing assets at the dates indicated. The
information in the table should be read in conjunction with the detailed discussion following the
table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
March 31, |
|
|
December 31, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2009 |
|
|
2009 |
|
|
2008 |
|
|
2008 |
|
Loans past due greater than 90 days and still accruing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate and home equity (1) |
|
$ |
1,447 |
|
|
$ |
726 |
|
|
$ |
617 |
|
|
$ |
200 |
|
Commercial, consumer and other |
|
|
7,860 |
|
|
|
4,958 |
|
|
|
14,750 |
|
|
|
2,259 |
|
Premium finance receivables |
|
|
14,301 |
|
|
|
9,722 |
|
|
|
9,339 |
|
|
|
5,180 |
|
Indirect consumer loans |
|
|
695 |
|
|
|
1,076 |
|
|
|
679 |
|
|
|
471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total past due greater than 90 days and still accruing |
|
|
24,303 |
|
|
|
16,482 |
|
|
|
25,385 |
|
|
|
8,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accrual loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate and home equity(1) |
|
|
11,925 |
|
|
|
9,209 |
|
|
|
6,528 |
|
|
|
3,384 |
|
Commercial, consumer and other |
|
|
184,960 |
|
|
|
136,397 |
|
|
|
91,814 |
|
|
|
61,918 |
|
Premium finance receivables |
|
|
15,806 |
|
|
|
12,694 |
|
|
|
11,454 |
|
|
|
13,005 |
|
Indirect consumer loans |
|
|
1,225 |
|
|
|
1,084 |
|
|
|
913 |
|
|
|
389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-accrual |
|
|
213,916 |
|
|
|
159,384 |
|
|
|
110,709 |
|
|
|
78,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate and home equity(1) |
|
|
13,372 |
|
|
|
9,935 |
|
|
|
7,145 |
|
|
|
3,584 |
|
Commercial, consumer and other |
|
|
192,820 |
|
|
|
141,355 |
|
|
|
106,564 |
|
|
|
64,177 |
|
Premium finance receivables |
|
|
30,107 |
|
|
|
22,416 |
|
|
|
20,793 |
|
|
|
18,185 |
|
Indirect consumer loans |
|
|
1,920 |
|
|
|
2,160 |
|
|
|
1,592 |
|
|
|
860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans |
|
$ |
238,219 |
|
|
|
175,866 |
|
|
$ |
136,094 |
|
|
$ |
86,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans by category as a percent of
its own respective categorys period-end balance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate and home equity (1) |
|
|
1.12 |
% |
|
|
0.83 |
% |
|
|
0.62 |
% |
|
|
0.35 |
% |
Commercial, consumer and other |
|
|
3.71 |
|
|
|
2.79 |
|
|
|
2.16 |
|
|
|
1.34 |
|
Premium finance receivables |
|
|
2.81 |
|
|
|
1.58 |
|
|
|
1.54 |
|
|
|
1.59 |
|
Indirect consumer loans |
|
|
1.44 |
|
|
|
1.40 |
|
|
|
0.90 |
|
|
|
0.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans |
|
|
3.14 |
% |
|
|
2.24 |
% |
|
|
1.79 |
% |
|
|
1.21 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses as a
percentage of non-performing loans |
|
|
35.73 |
% |
|
|
42.22 |
% |
|
|
51.26 |
% |
|
|
66.39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Residential real estate and home equity loans that are non-accrual and past due greater
than 90 days and still accruing do not include non-performing mortgage loans held-for-sale.
These balances totaled $0 as of June 30, 2009, March 31, 2009 and December 31, 2008 and $0.2
million as of June 30, 2008. Mortgage loans held-for sale are carried at either fair value
or at the lower of cost or market applied on an aggregate basis by loan type. Charges
related to adjustments to record the loans at fair value are recognized in mortgage banking
revenue. |
Non-performing Residential Real Estate and Home Equity
The non-performing residential real estate and home equity loans totaled $13.4 million as of June
30, 2009. The balance increased $9.8 million from June 30, 2008 and increased $3.5 million from
March 31, 2009. The June 30, 2009 non-performing balance is comprised of $6.1 million of
residential real estate (22 individual credits) and $7.3 million of home equity loans (30
individual credits). On average, this is approximately 3 non-performing residential real estate
loans and home equity loans per chartered bank within the Company. The Company believes control
and collection of these loans is very manageable. At this time, management believes reserves are
adequate to absorb inherent losses that may occur upon the ultimate resolution of these credits.
Non-performing Commercial, Consumer and Other
The commercial, consumer and other non-performing loan category totaled $192.8 million as of June
30, 2009 compared to $141.4 million as of March 31, 2009 and $64.2 million as of June 30, 2008.
60
Management is pursuing the resolution of all credits in this category. However, given the current
state of the residential real estate market, resolution of certain credits could span a lengthy
period of time until market conditions stabilize. At this time, management believes reserves are
adequate to absorb inherent losses that may occur upon the ultimate resolution of these credits.
Non-performing Loan Composition
The $206.2 million of non-performing loans as of June 30, 2009 classified as residential real
estate and home equity, commercial, consumer, and other consumer consists of $27.8 million of
residential real estate construction and land development related loans, $95.2 million of
commercial real estate construction and land development related loans, $33.4 million of
residential real estate and home equity related loans, $31.1 million of commercial real estate
related loans, $9.8 million of commercial related loans and $8.9 million of consumer related loans.
27 of these relationships exceed $2.5 million in outstanding balances, approximating $137.4
million in total outstanding balances. At this time, management believes reserves are adequate to
absorb inherent losses that may occur upon the ultimate resolution of these credits.
Non-performing Premium Finance Receivables
The following table presents the level of non-performing premium finance receivables as of the
dates indicated, and the amount of net charge-offs for the quarterly periods then ended.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
December 31, |
|
June 30, |
(Dollars in thousands) |
|
2009 |
|
2009 |
|
2008 |
|
2008 |
|
|
|
Non-performing premium finance receivables |
|
$ |
30,107 |
|
|
$ |
22,416 |
|
|
$ |
20,793 |
|
|
$ |
18,185 |
|
- as a percent of premium finance receivables
outstanding |
|
|
2.81 |
% |
|
|
1.58 |
% |
|
|
1.54 |
% |
|
|
1.59 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs of premium finance receivables |
|
$ |
1,637 |
|
|
$ |
1,210 |
|
|
$ |
1,131 |
|
|
$ |
640 |
|
- annualized as a percent of average premium
finance receivables |
|
|
0.43 |
% |
|
|
0.35 |
% |
|
|
0.37 |
% |
|
|
0.23 |
% |
As noted below, fluctuations in this category may occur due to timing and nature of account
collections from insurance carriers. The Companys underwriting standards, regardless of the
condition of the economy, have remained consistent. We anticipate that net charge-offs and
non-performing asset levels in the near term will continue to be at levels that are within
acceptable operating ranges for this category of loans. Management is comfortable with
administering the collections at this level of non-performing premium finance receivables.
The ratio of non-performing premium finance receivables fluctuates throughout the year due to the
nature and timing of canceled account collections from insurance carriers. Due to the nature of
collateral for premium finance receivables it customarily takes 60-150 days to convert the
collateral into cash collections. Accordingly, the level of non-performing premium finance
receivables is not necessarily indicative of the loss inherent in the portfolio. In the event of
default, Wintrust has the power to cancel the insurance policy and collect the unearned portion of
the premium from the insurance carrier. In the event of cancellation, the cash returned in payment
of the unearned premium by the insurer should generally be sufficient to cover the receivable
balance, the interest and other charges due. Due to notification requirements and processing time
by most insurance carriers, many receivables will become delinquent beyond 90 days while the
insurer is processing the return of the unearned premium. Management continues to accrue interest
until maturity as the unearned premium is ordinarily sufficient to pay-off the outstanding balance
and contractual interest due.
At the end of the second quarter, the Company reclassified $520 million of premium finance
receivables to a held-for-sale classification. This reclassification is a result of complying with
accounting requirements related to assets that are held with the intent to sell. The Company
estimated that $520 million of premium finance receivables held at June 30, 2009
may be sold, subject to market
and other conditions. Non-performing premium finance receivables as a percent
of outstanding premium finance receivables, including the reclassified balances, was 1.89%,
compared to the 2.81% shown above. None of the loans in the $520 million reclassified are in
non-performing status.
61
Non-performing Indirect Consumer Loans
Total non-performing indirect consumer loans were $1.9 million at June 30, 2009, compared to $2.2
million at March 31, 2009 and $860,000 at June 30, 2008. The ratio of these non-performing loans
to total indirect consumer loans was 1.44% at June 30, 2009 compared to 1.40% at March 31, 2009 and
0.39% at June 30, 2008. As noted in the Allowance for Credit Losses table, net charge-offs as a
percent of total indirect consumer loans were 1.20% for the quarter ended June 30, 2009 compared to
0.38% in the same period in 2008. Given the 40% decline in outstanding balances in the indirect
consumer loan portfolio since June 30, 2008, the 1.20% charge-off ratio represents only $429,000 of
total net charge-offs in the second quarter of 2009.
At the beginning of the third quarter of 2008, the Company ceased the origination of indirect
automobile loans. This niche business served the Company well over the past 12 years in helping de
novo banks quickly, and profitably, grow into their physical structures. Competitive pricing
pressures 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 during the duration of the credits.
Other Real Estate Owned
The table below presents a summary of other real estate owned as of June 30, 2009 and shows the
changes in the balance from March 31, 2009 for each property type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
|
|
|
|
|
|
|
Residential |
|
|
Real Estate |
|
|
Commercial |
|
|
|
|
|
|
Real Estate |
|
|
Development |
|
|
Real Estate |
|
|
Total |
|
(Dollars in thousands) |
|
Amount |
|
|
# |
|
|
R |
|
|
Amount |
|
|
# |
|
|
R |
|
|
Amount |
|
|
# |
|
|
R |
|
|
Amount |
|
|
# |
|
|
R |
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2009 |
|
$ |
8,281 |
|
|
|
7 |
|
|
|
7 |
|
|
$ |
28,422 |
|
|
|
45 |
|
|
|
13 |
|
|
$ |
4,814 |
|
|
|
8 |
|
|
|
5 |
|
|
$ |
41,517 |
|
|
|
60 |
|
|
|
25 |
|
Transfers at fair value |
|
|
376 |
|
|
|
2 |
|
|
|
2 |
|
|
|
3,548 |
|
|
|
24 |
|
|
|
1 |
|
|
|
788 |
|
|
|
1 |
|
|
|
1 |
|
|
|
4,712 |
|
|
|
27 |
|
|
|
4 |
|
Fair value adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
|
Resolved |
|
|
(784 |
) |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(3,090 |
) |
|
|
(18 |
) |
|
|
(3 |
) |
|
|
(945 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(4,819 |
) |
|
|
(22 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
$ |
7,873 |
|
|
|
6 |
|
|
|
6 |
|
|
$ |
28,908 |
|
|
|
51 |
|
|
|
11 |
|
|
$ |
4,657 |
|
|
|
8 |
|
|
|
5 |
|
|
$ |
41,438 |
|
|
|
65 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ balance
# number of properties
R number of relationships
Credit Quality Review Procedures
The Company utilizes a loan rating system to assign risk to loans and utilizes that risk rating
system to assist in developing the Problem Loan Report as a means of reporting non-performing loans
and potential problem loans. At each scheduled meeting of the Boards of Directors of the Banks and
the Wintrust Risk Management Committee, a Problem Loan Report is presented, showing loans that are
non-performing and loans that may warrant additional monitoring. Accordingly, in addition to those
loans disclosed under Past Due and Non-performing Loans, there are certain loans in the portfolio
which management has identified, through its Problem Loan Report, which exhibit a higher than
normal credit risk. These Problem Loan Report credits are reviewed individually by management.
However, these loans are still performing and, accordingly, are not included in non-performing
loans. Managements philosophy is to be proactive and conservative in assigning risk ratings to
loans and identifying loans to be on the Problem Loan Report. The principal amount of loans on the
Companys Problem Loan Report (exclusive of those loans reported as non-performing) as of June 30,
2009, December 31, 2008, and June 30, 2008 totaled $395.3 million, $246.6 million and $168.6
million, respectively. The increase from June 30, 2008 and December 31, 2008 to June 30, 2009 is
primarily a result of Problem Loan Report credits in the commercial and commercial real estate
category. These loans are currently performing.
62
LIQUIDITY
Wintrust manages the liquidity position of its banking operations to ensure that sufficient funds
are available to meet customers needs for loans and deposit withdrawals. The liquidity to meet
these demands is provided by maturing assets, liquid assets that can be converted to cash and the
ability to attract funds from external sources. Liquid assets refer to money market assets such as
Federal funds sold and interest bearing deposits with banks, as well as available-for-sale debt
securities which are not pledged to secure public funds. The Company believes that it has
sufficient funds and access to funds to meet its working capital and other needs.
Please refer to the Interest-Earning Assets, Deposits, Other Funding Sources and Shareholders
Equity discussions of this report for additional information regarding the Companys liquidity
position.
INFLATION
A banking organizations assets and liabilities are primarily monetary. Changes in the rate of
inflation do not have as great an impact on the financial condition of a bank as do changes in
interest rates. Moreover, interest rates do not necessarily change at the same percentage as
inflation. Accordingly, changes in inflation are not expected to have a material impact on the
Company. An analysis of the Companys asset and liability structure provides the best indication
of how the organization is positioned to respond to changing interest rates. See Quantitative and
Qualitative Disclosures About Market Risks section of this report for additional information.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of federal securities laws.
Forward-looking information in this document can be identified through the use of words such as
may, will, intend, plan, project, expect, anticipate, should, would, believe,
estimate, contemplate, possible, and point. Forward-looking statements and information are
not historical facts, are premised on many factors, and represent only managements expectations,
estimates and projections regarding future events. Similarly, these statements are not guarantees
of future performance and involve certain risks and uncertainties that are difficult to predict,
which may include, but are not limited to, those listed below and the Risk Factors discussed in
Item 1A on page 20 of the Companys 2008 Form 10-K. The Company intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes
of invoking these safe harbor provisions. Such forward-looking statements may be deemed to include,
among other things, statements relating to the Companys projected growth, anticipated improvements
in earnings, earnings per share and other financial performance measures, and managements
long-term performance goals, as well as statements relating to the anticipated effects on financial
results of condition from expected developments or events, the Companys business and growth
strategies, including anticipated internal growth, plans to form additional de novo banks and to
open new branch offices, and to pursue additional potential development or acquisitions of banks,
wealth management entities or specialty finance businesses. Actual results could differ materially
from those addressed in the forward-looking statements as a result of numerous factors, including
the following:
|
|
|
Competitive pressures in the financial services business which may affect the pricing of
the Companys loan and deposit products as well as its services (including wealth
management services). |
|
|
|
|
Changes in the interest rate environment, which may influence, among other things, the
growth of loans and deposits, the quality of the Companys loan portfolio, the pricing of
loans and deposits and net interest income. |
|
|
|
|
The extent of defaults and losses on the Companys loan portfolio, which may require
further increases in its allowance for credit losses. |
|
|
|
|
Distressed global credit and capital markets. |
|
|
|
|
The ability of the Company to obtain liquidity and income from the sale of premium
finance receivables in the future and the unique collection and delinquency risks
associated with such loans. |
|
|
|
|
Legislative or regulatory changes, particularly changes in regulation of financial
services companies and/or the
|
63
|
|
|
products and services offered by financial services companies. |
|
|
|
|
Failure to identify and complete acquisitions in the future or unexpected difficulties
or unanticipated developments related to the integration of acquired entities or assets
into the Company. |
|
|
|
|
Significant litigation involving the Company. |
|
|
|
|
Changes in general economic conditions in the markets in which the Company operates. |
|
|
|
|
The ability of the Company to receive dividends from its subsidiaries. |
|
|
|
|
Unexpected difficulties or unanticipated developments related to the Companys strategy
of de novo bank formations and openings. De novo banks typically require over 13 months of
operations before becoming profitable, due to the impact of organizational and overhead
expenses, the startup phase of generating deposits and the time lag typically involved in
redeploying deposits into attractively priced loans and other higher yielding earning
assets. |
|
|
|
|
The loss of customers as a result of technological changes allowing consumers to
complete their financial transactions without the use of a bank. |
|
|
|
|
The ability of the Company to attract and retain senior management experienced in the
banking and financial services industries. |
|
|
|
|
The risk that the terms of the U.S. Treasury Departments Capital Purchase Program could
change. |
|
|
|
|
The effect of continued margin pressure on the Companys financial results. |
|
|
|
|
Additional deterioration in asset quality. |
|
|
|
|
Additional charges related to asset impairments. |
|
|
|
|
The other risk factors set forth in the Companys filings with the Securities and
Exchange Commission. |
Therefore, there can be no assurances that future actual results will correspond to these
forward-looking statements. The reader is cautioned not to place undue reliance on any
forward-looking statement made by or on behalf of Wintrust. Any such statement speaks only as of
the date the statement was made or as of such date that may be referenced within the statement.
The Company undertakes no obligation to release revisions to these forward-looking statements or
reflect events or circumstances after the date of this Form 10-Q. Persons are advised, however,
to consult further disclosures management makes on related subjects in its reports filed with the
Securities and Exchange Commission and in its press releases.
64
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
As an ongoing part of its financial strategy, the Company attempts to manage the impact of
fluctuations in market interest rates on net interest income. This effort entails providing a
reasonable balance between interest rate risk, credit risk, liquidity risk and maintenance of
yield. Asset-liability management policies are established and monitored by management in
conjunction with the boards of directors of the Banks, subject to general oversight by the Risk
Management Committee of the Companys Board of Directors. The policies establish guidelines for
acceptable limits on the sensitivity of the market value of assets and liabilities to changes in
interest rates.
Interest rate risk arises when the maturity or repricing periods and interest rate indices of the
interest earning assets, interest bearing liabilities, and derivative financial instruments are
different. It is the risk that changes in the level of market interest rates will result in
disproportionate changes in the value of, and the net earnings generated from, the Companys
interest earning assets, interest bearing liabilities and derivative financial instruments. The
Company continuously monitors not only the organizations current net interest margin, but also the
historical trends of these margins. In addition, management attempts to identify potential adverse
changes in net interest income in future years as a result interest rate fluctuations by performing
simulation analysis of various interest rate environments. If a potential adverse change in net
interest margin and/or net income is identified, management would take appropriate actions with its
asset-liability structure to mitigate these potentially adverse situations. Please refer to Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations for further
discussion of the net interest margin.
Since the Companys primary source of interest bearing liabilities is from customer deposits, the
Companys ability to manage the types and terms of such deposits may be somewhat limited by
customer preferences and local competition in the market areas in which the Banks operate. The
rates, terms and interest rate indices of the Companys interest earning assets result primarily
from the Companys strategy of investing in loans and securities that permit the Company to limit
its exposure to interest rate risk, together with credit risk, while at the same time achieving an
acceptable interest rate spread.
The Companys exposure to interest rate risk is reviewed on a regular basis by management and the
Risk Management Committees of the boards of directors of the Banks and the Company. The objective
is to measure the effect on net income and to adjust balance sheet and derivative financial
instruments to minimize the inherent risk while at the same time maximize net interest income.
Management measures its exposure to changes in interest rates using many different interest rate
scenarios. One interest rate scenario utilized is to measure the percentage change in net interest
income assuming a ramped increase and decrease of 100 and 200 basis points that occurs in equal
steps over a twelve-month time horizon. Utilizing this measurement concept, the interest rate risk
of the Company, expressed as a percentage change in net interest income over a one-year time
horizon due to changes in interest rates, at June 30, 2009, December 31, 2008 and June 30, 2008, is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+ 200 |
|
+ 100 |
|
- 100 |
|
- 200 |
|
|
Basis |
|
Basis |
|
Basis |
|
Basis |
|
|
Points |
|
Points |
|
Points |
|
Points |
|
|
|
Percentage change
in net interest
income due to a
ramped 100 and 200
basis point shift
in the yield curve: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
3.9 |
% |
|
|
1.9 |
% |
|
|
(1.1 |
)% |
|
|
(3.2 |
)% |
December 31, 2008 |
|
|
2.0 |
% |
|
|
(0.3 |
)% |
|
|
(4.2 |
)% |
|
|
(6.7 |
)% |
June 30, 2008 |
|
|
5.8 |
% |
|
|
2.9 |
% |
|
|
(2.7 |
)% |
|
|
(5.5 |
)% |
This simulation analysis is based upon actual cash flows and repricing characteristics for balance
sheet instruments and incorporates managements projections of the future volume and pricing of
each of the product lines offered by the Company as well as other pertinent assumptions. Actual
results may differ from these simulated results due to timing, magnitude, and frequency of interest
rate changes as well as changes in market conditions and management strategies.
65
One method utilized by financial institutions to manage interest rate risk is to enter into
derivative financial instruments. A derivative financial instrument includes interest rate swaps,
interest rate caps and floors, futures, forwards, option contracts and other financial instruments
with similar characteristics. Additionally, the Company enters into commitments to fund certain
mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments
for the future delivery of mortgage loans to third party investors. See Note 10 of the Financial
Statements presented under Item 1 of this report for further information on the Companys
derivative financial instruments.
Periodically, the Company will sell options to a bank or dealer for the right to purchase certain
securities held within the Banks investment portfolios (covered call options). The Company uses
these option transactions (rather than entering into other derivative interest rate contracts, such
as interest rate floors) to increase the total return associated with the related securities.
Although the revenue received from these options is recorded as non-interest income rather than
interest income, the increased return attributable to the related securities from these options
contributes to the Companys overall profitability. The Companys exposure to interest rate risk
may be impacted by these transactions. To mitigate this risk, the Company may acquire fixed rate
term debt or use financial derivative instruments. There were no covered call options outstanding
as of June 30, 2009.
66
ITEM 4
CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Companys Chief Executive Officer and Chief
Financial Officer carried out an evaluation under their supervision, with the participation of
other members of management as they deemed appropriate, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures as contemplated by Exchange Act Rule
13a-15. Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Companys disclosure controls and procedures are effective, in
all material respects, in timely alerting them to material information relating to the Company (and
its consolidated subsidiaries) required to be included in the periodic reports the Company is
required to file and submit to the SEC under the Exchange Act.
There were no changes in the Companys internal control over financial reporting during the period
covered by this report that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.
67
PART II Other Information
Item 1A: Risk factors
There were no material changes from the risk factors set forth under Part I, Item 1A Risk Factors
in the Companys Form 10-K for the fiscal year ended December 31, 2008.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
No purchases of the Companys common shares were made by or on behalf of the Company or any
affiliated purchaser as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934,
as amended, during the three months ended June 30, 2009. There is currently no authorization to
repurchase shares of outstanding common stock.
The Purchase Agreement pursuant to which the Series B Preferred Stock was issued provides that no
share repurchases may be made until the earlier of (a) the third anniversary of the date of
issuance of the Series B Preferred Stock and (b) the date on which the Series B Preferred Stock has
been redeemed in whole or the US Treasury has transferred all of the Series B Preferred Stock to
third parties. The Series B Preferred Stock was issued on December 19, 2008.
Item 4: Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held on May 28, 2009.
(b) |
|
At the Annual Meeting of Shareholders, the following matters were submitted to a vote of the
shareholders: |
|
1. |
|
To elect thirteen Directors to hold office until the 2010 Annual Meeting of
Shareholders: |
|
|
|
|
|
|
|
|
|
|
|
Votes |
|
Withheld |
Director Nominees |
|
For |
|
Authority |
Peter D. Crist |
|
|
20,976,104 |
|
|
|
1,005,068 |
|
Bruce K. Crowther |
|
|
20,762,783 |
|
|
|
1,218,389 |
|
Joseph F. Damico |
|
|
19,714,791 |
|
|
|
2,266,381 |
|
Bert A. Getz, Jr. |
|
|
20,608,908 |
|
|
|
1,372,264 |
|
H. Patrick Hackett, Jr. |
|
|
21,167,844 |
|
|
|
813,328 |
|
Scott K. Heitmann |
|
|
21,785,815 |
|
|
|
195,357 |
|
Charles H. James III |
|
|
20,946,113 |
|
|
|
1,051,251 |
|
Albin F. Moschner |
|
|
20,897,524 |
|
|
|
1,083,648 |
|
Thomas J. Neis |
|
|
21,533,380 |
|
|
|
447,792 |
|
Christopher J. Perry |
|
|
20,554,302 |
|
|
|
1,426,870 |
|
Hollis W. Rademacher |
|
|
21,589,061 |
|
|
|
392,111 |
|
Ingrid S. Stafford |
|
|
21,392,817 |
|
|
|
588,355 |
|
Edward J. Wehmer |
|
|
21,368,076 |
|
|
|
613,097 |
|
|
2. |
|
To consider a proposal to amend the Companys Employee Stock Purchase Plan to
increase the number of shares that may be offered under the plan by 250,000: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
17,858,024 |
|
|
1,905,662 |
|
|
|
22,917 |
|
|
|
2,273,611 |
|
|
3. |
|
To consider a proposal to amend the Companys 2007 Stock Incentive Plan to (i)
add an additional 325,000 shares of common stock to the number of shares that may be
offered under the plan, (ii) modify the limitation on full value awards that may be
offered under the plan, and (iii) require the Company to obtain shareholder approval
prior to canceling any outstanding options or stock appreciation rights in exchange
for cash, except in certain events: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
15,963,686
|
|
|
3,854,586 |
|
|
|
65,462 |
|
|
|
2,176,480 |
|
68
|
4. |
|
To consider an advisory (non-binding) proposal approving the Companys 2008
executive compensation as described in the Companys proxy statement for the 2009
Annual Meeting of Shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
18,579,124 |
|
|
3,096,166 |
|
|
|
307,426 |
|
|
|
77,498 |
|
|
5. |
|
To ratify the appointment of Ernst & Young LLP to serve as the independent
registered public accounting firm for the year 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
21,696,117
|
|
|
225,387 |
|
|
|
61,657 |
|
|
|
77,053 |
|
Item 5: Other Information
Effective August 7, 2009, the Company entered into individual indemnification agreements with each
of its non-employee directors and certain of its executive officers (collectively, the
Indemnification Agreements). The standard form of non-employee director indemnification
agreement and officer indemnification agreement were each approved by the Companys Board of
Directors. The Indemnification Agreements implement with more specificity the indemnification
provisions provided by the Companys by-laws and provide, among other things, that to the fullest
extent permitted by applicable law, the Company will indemnify such director or officer against any
and all losses, expenses and liabilities arising out of such directors or officers service as a
director or officer of the Company, as the case may be. The Indemnification Agreements also
contain detailed provisions concerning expense advancement and reimbursement. The Indemnification
Agreements are in addition to any other rights each non-employee director or officer may be
entitled to under the Companys articles of incorporation, by-laws and applicable law. The
foregoing summary of the Indemnification Agreements is qualified in its entirety by reference to
the form of indemnity agreement for non-employee directors and officers, which have been attached
to this Form 10-Q as Exhibits 10.2 and 10.3, respectively.
69
Item 6: Exhibits.
(a) Exhibits
10.1 |
|
Asset Purchase Agreement, dated as of July 28, 2009, between American International
Group, Inc. and First Insurance Funding Corp. (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 28, 2009). |
|
10.2 |
|
Form of Director Indemnification Agreement. |
|
10.3 |
|
Form of Officer Indemnification Agreement. |
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1 |
|
Certification of President and Chief Executive Officer and Executive Vice President and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. |
70
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
WINTRUST FINANCIAL CORPORATION
(Registrant)
|
|
Date: August 10, 2009 |
/s/ DAVID L. STOEHR
|
|
|
David L. Stoehr |
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
71