Wintrust Financial Corporation Letter to Shareholders – 2005 Year-End Financial Highlights
Summary
This letter from Wintrust Financial Corporation's leadership provides shareholders with an overview of the company's financial performance for the fourth quarter and full year of 2005. It highlights record growth in earnings, assets, deposits, and loans, and outlines expansion activities, including new branch openings and a planned acquisition. The letter also announces a dividend increase and directs shareholders to additional financial information. The document includes forward-looking statements regarding future performance and growth.
EX-1.1 2 c02551exv1w1.htm LETTER TO SHAREHOLDERS exv1w1
Exhibit 1.1

February, 2006
Dear Shareholders,
This letter provides highlights of our performance through the fourth quarter of 2005. A more detailed analysis will be available shortly in our 2005 Annual Report. We have also attached a copy of our Selected Financial Highlights as well as our Consolidated Statements of Condition and Income for the period ended December 31, 2005. For those of you that would like to view our more expanded earnings release and additional supplemental financial information, please visit our website at www.wintrust.com and view the page titled Investor News and click on Press Releases or Supplemental Financial Info.
HIGHLIGHTS FOR FOURTH QUARTER OF 2005
For this quarter, we again achieved record levels for earnings, assets, deposit and loans. Here is a summary of
our financial results and accomplishments for the period ending December 31, 2005:
our financial results and accomplishments for the period ending December 31, 2005:
| Net income reached $18.1 million for the quarter ended December 31, 2005, an increase of 28% over the fourth quarter of 2004; | |||
| Net income totaled $0.73 per diluted common share for the fourth quarter of 2005, an 18% increase as compared to a year ago; | |||
| Total assets increased to $8.2 billion as of December 31, 2005, an increase of $1.8 billion, or 27%, compared to a year ago; | |||
| Total deposits rose to $6.7 billion as of December 31, 2005, an increase of $1.6 billion, or 32%, compared to December 31, 2004; | |||
| Total loans reached $5.2 billion as of December 31, 2005, an increase of $0.9 billion, or 20%, compared to a year ago; | |||
| Net revenues totaled $80.3 million, an increase of 16% versus the year ago quarter; | |||
| Net interest margin was 3.13% for the quarter ended December 31, 2005, compared to 3.18% for the fourth quarter of 2004; and | |||
| Our asset quality remains strong and very manageable. Non-performing assets as a percent of total assets were 0.34% at December 31, 2005, about the same as year ago levels of 0.29%. |
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ANNUAL GROWTH TRENDS
The graphs on the following pages depict some of the growth for the Company over the past five years:
Balance Sheet Growth

Total Common Equity

2
ANNUAL UPDATE ON PERFORMANCE
For the 2005 fiscal year, we also achieved record levels for earnings, assets, deposit and loans. Here is a summary of our financial results and accomplishments for the year ended December 31, 2005:
| Net income reached $68.1 million for the year ended December 31, 2005, an increase of 33% over the 2004 net income level of $51.3 million; | |
| Net income totaled $2.80 per diluted common share for all of 2005, a 20% increase as compared to the prior year; | |
| Net revenues totaled $312.1 million in 2005, an increase of 28% versus the prior year; | |
| Net interest margin was 3.17% for both of the years ended December 31, 2005 and 2004; | |
| Our efficiency ratio improved to 63.6% in 2005 from 64.45% in 2004; and | |
| Returns on average assets and average equity were 0.90% and 11.18%, respectively, in 2005 compared to 0.94% and 13.12%, respectively in 2004. |
Growth in Diluted EPS and Book Value per Common Share

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COMPOUND GROWTH RATES
The Company continues to generate strong compound annual growth rates of a variety of the Companys key categories which measure the development of the franchise. We are proud of the consistency of the growth rates and will endeavor to continue to achieve above average growth rates.
1 Year | 2 Year | 3 Year | 4 Year | 5 Year | ||||||||||||||||||
Total Assets | 27.4 | % | 31.2 | % | 30.0 | % | 31.9 | % | 31.2 | % | ||||||||||||
Total Loans(1) | 19.9 | % | 25.7 | % | 26.8 | % | 26.8 | % | 27.5 | % | ||||||||||||
Total Deposits | 31.8 | % | 31.8 | % | 29.6 | % | 30.6 | % | 29.8 | % | ||||||||||||
Total Revenues | 28.3 | % | 27.1 | % | 25.3 | % | 32.0 | % | 31.5 | % | ||||||||||||
Net Income | 32.7 | % | 33.7 | % | 34.7 | % | 38.6 | % | 43.6 | % | ||||||||||||
Diluted Earnings Per Share | 19.7 | % | 18.9 | % | 20.5 | % | 21.9 | % | 27.5 | % | ||||||||||||
(1) | Excludes mortgage loans held-for-sale |
UPDATES ON EXPANSION ACTIVITIES
| We continue to invest heavily into de novo branch openings. In the fourth quarter of 2005, we had the following de novo banking location openingstown Banks new branch in Wales, Wisconsin, Downers Grove Community Banks (a branch of Hinsdale Bank & Trust Company) new permanent facility with drive-through, Beverly Bank & Trust Companys new permanent facility with drive-through in the Beverly neighborhood of Chicago, IL, Glen Ellyn Bank & Trusts (a branch of Wheaton Bank & Trust Company) new branch in Glen Ellyn, IL, and Northbrook Bank & Trust Companys branch in west Northbrook, IL; | |
| Plans are being developed or construction is proceeding on a number of additional de novo banking facilitiesGurnee Community Banks (a branch of Libertyville Bank & Trust Company) new permanent facility with drive-through, Old Plank trail Community Banks (our newest de novo bank charter) planned locations in Frankfort, Mokena and New Lenox, IL, Algonquin Bank & Trust (a branch of Crystal Lake Bank & Trust Company) in Algonquin, IL, Old Town Bank & Trust (a branch of Advantage National Bank) in Bloomingdale, IL, North Chicago Community Bank (a branch of Lake Forest Bank & Trust Company) in North Chicago, IL, and a new Town Bank branch in Elm Grove, WI; | |
| In the second half of 2005, our Wayne Hummer Investments brokerage subsidiary introduced a new trading platform that provides our Financial Advisors with state-of-the-art research and product alternatives and our customers with a variety of new products and services. Not only does this new trading platform provide benefits to existing staff and customers, but we believe it is a key to enhance our ability to attract new Financial Advisors and expand the wealth management business; | |
| In December, Wintrust announced the signing of a definitive agreement to acquire Hinsbrook Bancshares, Inc. (HBI). HBI is the parent company of Hinsbrook Bank & Trust which has five Illinois banking locations in Willowbrook, Downers Grove, Darien, Glen Ellyn and Geneva. Hinsbrook Bank & Trust began operations as a de novo bank in 1987 and had total assets of approximately $500 million as of December 31, 2005. The merger will help fulfill Wintrusts plans to continue expansion into desirable suburban Chicago metropolitan communities, and; | |
| In January 2006, Wintrusts Board of Directors approved a semi-annual cash dividend of $0.14 per share of outstanding common stock. The dividend is payable on February 23, 2006 to shareholders of record as of February 9, 2006. This cash dividend, on an annualized basis, represents a 16.7% increase over the per share common stock dividends paid during 2005. We have raised the dividend rate every year since we initiated payments of dividends in 2000; however, as a growing company we continue to retain approximately 90% of earnings to build our franchise. |
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SUMMARY
In summary, we are very pleased with the continued growth in earnings and assets in the fourth quarter. We are grateful for your support of our organization and are enthusiastic about making the year 2006 another good year in terms of growth in earnings and assets.
Yours truly, | ||||||||
![]() | ![]() | ![]() | ||||||
John S. Lillard | Edward J. Wehmer | David A. Dykstra | ||||||
Chairman | President & CEO | Sr. EVP & COO |
Forward Looking Statements
This letter contains forward-looking statements related to Wintrusts financial performance that are based on estimates. Wintrust intends such forward-looking statements to be covered by the safe harbor provision 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. Actual results could differ materially from those addressed in the forward-looking statements due to factors such as changes in economic conditions, competition, or other factors that may influence the anticipated growth rate of loans and deposits, the quality of the loan portfolio and loan and deposit pricing, unanticipated changes in interest rates that negatively impact net interest income, lower than anticipated residential mortgage loan originations, future events that may cause unforeseen loan or lease losses, slower than anticipated development and growth of Tricom and the trust and investment business, unanticipated changes in the temporary staffing industry, the ability to adapt successfully to technological changes to compete effectively in the marketplace, competition and the related pricing of brokerage and asset management products, unforeseen difficulties in integrating the acquisitions of Advantage National Bancorp, Inc., Village Bancorp, Inc., WestAmerica Mortgage Company, Guardian Real Estate Services, Inc., Northview Financial Corporation, Town Bankshares, Ltd., Antioch Holding Company and First Northwest Bancorp, Inc. with Wintrust, the ability to pursue additional acquisition and expansion strategies and the ability to attract and retain experienced senior management. Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements.
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Additional Information
In connection with the proposed transactions, Wintrust will file with the Securities and Exchange Commission (the SEC), and will furnish to shareholders of HBI, a proxy statement/prospectus. Shareholders are advised to read the proxy statement/prospectus when it becomes available because it will contain important information about Wintrust, HBI and the proposed transaction. A definitive proxy statement/prospectus will be sent to HBI shareholders seeking their approval of the merger and the other transactions contemplated thereby. Shareholders will be able to obtain a free-of-charge copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SECs website at www.sec.gov. Shareholders will also be able to obtain a free-ofcharge copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Wintrust Financial Corporation, Attn: Investor Relations, 727 North Bank Lane, Lake Forest, Illinois 60045 or by calling (847)  ###-###-####, or to Hinsbrook Bancshares, Inc., Attn: President, 6262 South Route 83, Willowbrook, Illinois 60527 or by calling (630)  ###-###-####. Shareholders are urged to read the proxy statement/prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the proposed transactions.
HBI and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from shareholders of HBI in favor of the proposed merger. Information regarding the persons who may be considered participants in the solicitation of proxies will be set forth in the proxy statement/prospectus when it is filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Statements about the expected timing, completion and effects of the proposed merger and all other statements in this release other than historical facts constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
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WINTRUST FINANCIAL CORPORATION
SELECTED FINANCIAL HIGHLIGHTS
SELECTED FINANCIAL HIGHLIGHTS
Three Months Ended Years Ended | December 31, December 31, | ||||||||||||||||
(Dollars in thousands, except per share data) | 2005 | 2004 | 2005 | 2004 | |||||||||||||
Selected Financial Condition Data (at end of period): | |||||||||||||||||
Total assets | $ | 8,177,042 | $ | 6,419,048 | |||||||||||||
Total loans | 5,213,871 | 4,348,346 | |||||||||||||||
Total deposits | 6,729,434 | 5,104,734 | |||||||||||||||
Long-term debt trust preferred securities | 230,086 | 204,489 | |||||||||||||||
Total shareholders equity | 628,140 | 473,912 | |||||||||||||||
Selected Statements of Income Data: | |||||||||||||||||
Net interest income | $ | 57,290 | $ | 45,505 | $ | 217,199 | $ | 157,824 | |||||||||
Net revenue (1) | 80,257 | 69,330 | 312,126 | 243,276 | |||||||||||||
Income before taxes | 28,140 | 22,069 | 106,760 | 80,887 | |||||||||||||
Net income | 18,112 | 14,172 | 68,133 | 51,334 | |||||||||||||
Net income per common share Basic | 0.76 | 0.66 | 2.94 | 2.49 | |||||||||||||
Net income per common share Diluted | 0.73 | 0.62 | 2.80 | 2.34 | |||||||||||||
Selected Financial Ratios and Other Data: | |||||||||||||||||
Performance Ratios: | |||||||||||||||||
Net interest margin (6) | 3.13 | % | 3.18 | % | 3.17 | % | 3.17 | % | |||||||||
Core net interest margin (2) (6) | 3.32 | 3.34 | 3.37 | 3.31 | |||||||||||||
Non-interest income to average assets | 1.13 | 1.52 | 1.25 | 1.57 | |||||||||||||
Non-interest expense to average assets | 2.52 | 2.93 | 2.62 | 2.86 | |||||||||||||
Net overhead ratio (3) | 1.39 | 1.41 | 1.37 | 1.30 | |||||||||||||
Efficiency ratio (4) (6) | 63.34 | 66.22 | 63.60 | 64.45 | |||||||||||||
Return on average assets | 0.89 | 0.90 | 0.90 | 0.94 | |||||||||||||
Return on average equity | 11.65 | 12.30 | 11.18 | 13.12 | |||||||||||||
Average total assets | $ | 8,034,099 | $ | 6,241,045 | $ | 7,587,602 | $5,451,527 | ||||||||||
Average total shareholders equity | 616,606 | 458,474 | 609,161 | 391,335 | |||||||||||||
Average loans to average deposits ratio | 80.4 | % | 87.3 | % | 83.4 | % | 87.7 | % | |||||||||
Common Share Data at end of period: | |||||||||||||||||
Market price per common share | $ | 54.90 | $ | 56.96 | |||||||||||||
Book value per common share | $ | 26.24 | $ | 21.81 | |||||||||||||
Common shares outstanding | 23,940,744 | 21,728,548 | |||||||||||||||
Other Data at end of period: | |||||||||||||||||
Allowance for loan losses | $ | 40,283 | $ | 34,227 | |||||||||||||
Non-performing assets | $ | 27,589 | $ | 18,588 | |||||||||||||
Allowance for credit losses to total loans (5) | 0.78 | % | 0.79 | % | |||||||||||||
Non-performing assets to total assets | 0.34 | % | 0.29 | % | |||||||||||||
Number of: | |||||||||||||||||
Bank subsidiaries | 13 | 12 | |||||||||||||||
Non-bank subsidiaries | 10 | 10 | |||||||||||||||
Banking offices | 62 | 50 | |||||||||||||||
(1) | Net revenue is net interest income plus non-interest income. | |||
(2) | The core net interest margin excludes the effect of the net interest expense associated with Wintrusts Long-term Debt Trust Preferred Securities. | |||
(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 revenues (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 unfunded loan commitments. | |||
(6) | See Supplemental Financial Measures/Ratios for additional information on this performance measure/ratio. |
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WINTRUST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited) | ||||||||
December 31, | December 31, | |||||||
(In thousands) | 2005 | 2004 | ||||||
Assets | ||||||||
Cash and due from banks | $ | 158,136 | $ | 128,166 | ||||
Federal funds sold and securities purchased under resale agreements | 183,229 | 47,860 | ||||||
Interest bearing deposits with banks | 12,240 | 4,961 | ||||||
Available-for-sale securities, at fair value | 1,799,384 | 1,343,477 | ||||||
Trading account securities | 1,610 | 3,599 | ||||||
Brokerage customer receivables | 27,900 | 31,847 | ||||||
Mortgage loans held-for-sale | 85,985 | 104,709 | ||||||
Loans, net of unearned income | 5,213,871 | 4,348,346 | ||||||
Less: Allowance for loan losses | 40,283 | 34,227 | ||||||
Net loans | 5,173,588 | 4,314,119 | ||||||
Premises and equipment, net | 247,875 | 185,926 | ||||||
Accrued interest receivable and other assets | 272,772 | 129,702 | ||||||
Goodwill | 196,716 | 113,461 | ||||||
Other intangible assets | 17,607 | 11,221 | ||||||
Total assets | 8,177,042 | $ | 6,419,048 | |||||
Liabilities and Shareholders Equity | ||||||||
Deposits: | ||||||||
Non-interest bearing | $ | 620,091 | $ | 505,312 | ||||
Interest bearing | 6,109,343 | 4,599,422 | ||||||
Total deposits | 6,729,434 | 5,104,734 | ||||||
Notes payable | 1,000 | 1,000 | ||||||
Federal Home Loan Bank advances | 349,317 | 303,501 | ||||||
Subordinated notes | 50,000 | 50,000 | ||||||
Other borrowings | 95,796 | 201,924 | ||||||
Long-term debt trust preferred securities | 230,086 | 204,489 | ||||||
Accrued interest payable and other liabilities | 93,269 | 79,488 | ||||||
Total liabilities | 7,548,902 | 5,945,136 | ||||||
Shareholders equity: | ||||||||
Preferred stock | | | ||||||
Common stock | 23,941 | 21,729 | ||||||
Surplus | 420,426 | 319,147 | ||||||
Common stock warrants | 744 | 828 | ||||||
Retained earnings | 202,250 | 139,566 | ||||||
Accumulated other comprehensive loss | (19,221 | ) | (7,358 | ) | ||||
Total shareholders equity | 628,140 | 473,912 | ||||||
Total liabilities and shareholders equity | $ | 8,177,042 | $ | 6,419,048 | ||||
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WINTRUST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended | Years Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
(In thousands, except per share data) | 2005 | 2004 | 2005 | 2004 | ||||||||||||||||||||
Interest income | ||||||||||||||||||||||||
Interest and fees on loans | $ | 93,052 | 64,431 | $ | 335,391 | $ | 218,298 | |||||||||||||||||
Interest bearing deposits with banks | 96 | 30 | 279 | 80 | ||||||||||||||||||||
Federal funds sold and securities purchased under resale agreements | 929 | 368 | 3,485 | 934 | ||||||||||||||||||||
Securities | 20,246 | 11,821 | 66,555 | 40,891 | ||||||||||||||||||||
Trading account securities | 13 | 31 | 68 | 130 | ||||||||||||||||||||
Brokerage customer receivables | 229 | 382 | 1,258 | 1,413 | ||||||||||||||||||||
Total interest income | 114,565 | 77,063 | 407,036 | 261,746 | ||||||||||||||||||||
Interest expense | ||||||||||||||||||||||||
Interest on deposits | 49,080 | 25,225 | 156,252 | 83,135 | ||||||||||||||||||||
Interest on Federal Home Loan Bank advances | 3,168 | 2,319 | 11,912 | 8,070 | ||||||||||||||||||||
Interest on notes payable and other borrowings | 625 | 881 | 4,178 | 2,358 | ||||||||||||||||||||
Interest on subordinated notes | 766 | 762 | 3,063 | 2,891 | ||||||||||||||||||||
Interest on long-term debt trust preferred securities | 3,636 | 2,371 | 14,432 | 7,468 | ||||||||||||||||||||
Total interest expense | 57,275 | 31,558 | 189,837 | 103,922 | ||||||||||||||||||||
Net interest income | 57,290 | 45,505 | 217,199 | 157,824 | ||||||||||||||||||||
Provision for credit losses | 1,073 | 1,278 | 6,676 | 6,298 | ||||||||||||||||||||
Net interest income after provision for credit losses | 56,217 | 44,227 | 210,523 | 151,526 | ||||||||||||||||||||
Non-interest income | ||||||||||||||||||||||||
Wealth management fees | 7,297 | 7,997 | 30,008 | 31,656 | ||||||||||||||||||||
Mortgage banking revenue | 6,058 | 5,702 | 25,913 | 18,250 | ||||||||||||||||||||
Service charges on deposit accounts | 1,532 | 1,156 | 5,983 | 4,100 | ||||||||||||||||||||
Gain on sale of premium finance receivables | 1,514 | 1,982 | 6,499 | 7,347 | ||||||||||||||||||||
Administrative services revenue | 1,232 | 1,058 | 4,539 | 3,984 | ||||||||||||||||||||
Net available-for-sale securities gains | (4 | ) | 132 | 1,063 | 1,863 | |||||||||||||||||||
Other | 5,338 | 5,798 | 20,922 | 18,252 | ||||||||||||||||||||
Total non-interest income | 22,967 | 23,825 | 94,927 | 85,452 | ||||||||||||||||||||
Non-interest expense | ||||||||||||||||||||||||
Salaries and employee benefits | 29,886 | 27,209 | 118,071 | 94,049 | ||||||||||||||||||||
Equipment expense | 3,073 | 2,449 | 11,779 | 9,074 | ||||||||||||||||||||
Occupancy, net | 4,338 | 3,056 | 16,176 | 10,083 | ||||||||||||||||||||
Data processing | 1,754 | 1,651 | 7,129 | 5,560 | ||||||||||||||||||||
Advertising and marketing | 1,543 | 1,027 | 4,970 | 3,403 | ||||||||||||||||||||
Professional fees | 1,244 | 1,944 | 5,609 | 5,376 | ||||||||||||||||||||
Amortization of other intangible assets | 884 | 523 | 3,394 | 1,110 | ||||||||||||||||||||
Other | 8,322 | 8,124 | 31,562 | 27,436 | ||||||||||||||||||||
Total non-interest expense | 51,044 | 45,983 | 198,690 | 156,091 | ||||||||||||||||||||
Income before taxes | 28,140 | 22,069 | 106,760 | 80,887 | ||||||||||||||||||||
Income tax expense | 10,028 | 7,897 | 38,627 | 29,553 | ||||||||||||||||||||
Net income | 18,112 | $ | 14,172 | $ | 68,133 | $ | 51,334 | |||||||||||||||||
Net income per common share Basic | $ | 0.76 | $ | 0.66 | $ | 2.94 | $ | 2.49 | ||||||||||||||||
Net income per common share Diluted | $ | 0.73 | $ | 0.62 | $ | 2.80 | $ | 2.34 | ||||||||||||||||
Cash dividends declared per common share | $ | | $ | | $ | 0.24 | $ | 0.20 | ||||||||||||||||
Weighted average common shares outstanding | 23,816 | 21,539 | 23,198 | 20,646 | ||||||||||||||||||||
Dilutive potential common shares | 1,107 | 1,347 | 1,139 | 1,326 | ||||||||||||||||||||
Average common shares and dilutive common shares | 24,923 | 22,886 | 24,337 | 21,972 | ||||||||||||||||||||
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