UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2004
MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland |
|
0-24566-01 |
|
36-4460265 |
(State or other
jurisdiction |
|
(Commission File No.) |
|
(IRS Employer |
801 West Madison Street, Chicago, Illinois 60607
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (773) 645-7866
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
Forward-Looking Statements
When used in this presentation and in filings with the Securities and Exchange Commission, in other press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases believe, will likely result, are expected to, will continue, is anticipated, estimate, project, plans, or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.
Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the First SecurityFed transaction might not be realized within the expected time frames, and costs or difficulties relating to integration matters might be greater than expected; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (3) competitive pressures among depository institutions; (4) interest rate movements and their impact on customer behavior and net interest margin; (5) the impact of repricing and competitors pricing initiatives on loan and deposit products; (6) the ability to adapt successfully to technological changes to meet customers needs and developments in the market place; (7) MB Financials ability to realize the residual values of its direct finance, leveraged, and operating leases; (8) the ability to access cost-effective funding; (9) changes in financial markets; (10) changes in economic conditions in general and in the Chicago metropolitan area in particular; (11) the costs, effects and outcomes of litigation; (12) new legislation or regulatory changes, including but not limited to changes in federal and/or state tax laws or interpretations thereof by taxing authorities; (13) changes in accounting principles, policies or guidelines; and (14) future acquisitions by MB Financial of other depository institutions or lines of business.
MB Financial does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
Set forth below are investor presentation materials.
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[LOGO]
Mitchell Feiger, President and Chief Executive Officer
Jill E. York, Vice President and Chief Financial Officer
August 27, 2004
Forward Looking Statements
When used in this presentation and in filings with the Securities and Exchange Commission, in other press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases believe, will likely result, are expected to, will continue, is anticipated, estimate, project, plans, or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.
Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the First SecurityFed transaction might not be realized within the expected time frames, and costs or difficulties relating to integration matters might be greater than expected; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (3) competitive pressures among depository institutions; (4) interest rate movements and their impact on customer behavior and net interest margin; (5) the impact of repricing and competitors pricing initiatives on loan and deposit products; (6) the ability to adapt successfully to technological changes to meet customers needs and developments in the market place; (7) MB Financials ability to realize the residual values of its direct finance, leveraged, and operating leases; (8) the ability to access cost-effective funding; (9) changes in financial markets; (10) changes in economic conditions in general and in the Chicago metropolitan area in particular; (11) the costs, effects and outcomes of litigation; (12) new legislation or regulatory changes, including but not limited to changes in federal and/or state tax laws or interpretations thereof by taxing authorities; (13) changes in accounting principles, policies or guidelines; and (14) future acquisitions by MB Financial of other depository institutions or lines of business.
MB Financial does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
[LOGO]
2
MB Financial Snapshot
As of June 30, 2004
Offices |
|
43 |
|
|
Bank subsidiaries* |
|
3 |
|
|
Assets |
|
$ |
5.0 |
billion |
Loans |
|
$ |
3.2 |
billion |
Deposits |
|
$ |
3.8 |
billion |
Trust assets under management |
|
$ |
1.4 |
billion |
* Includes First Security Federal Savings Bank which was merged into MB Financial Bank on July 22, 2004.
3
2003 |
|
|
|
|
|
|
Net income |
|
$ |
53.4 |
million |
+(15.1 |
)% |
Fully diluted EPS |
|
$ |
1.96 |
|
+(14.0 |
)% |
Cash return on tangible equity |
|
18.8 |
% |
|
|
|
Return on equity |
|
14.8 |
% |
|
|
|
|
|
|
|
|
|
|
YTD 2004 |
|
|
|
|
|
|
Net income |
|
$ |
30.1 |
million |
+(17.9 |
)% |
Fully diluted EPS |
|
$ |
1.08 |
|
+(14.9 |
)% |
Cash return on tangible equity |
|
19.9 |
% |
|
|
|
Return on equity |
|
15.3 |
% |
|
|
|
|
|
|
|
|
|
|
Market information |
|
|
|
|
|
|
Stock price August 25, 2004 |
|
$ |
37.65 |
|
|
|
Market capitalization |
|
$ |
1.1 |
billion |
|
|
P/E (TTM) |
|
18.0 |
|
|
|
|
P/E forward (2004 based on IBES estimate) |
|
16.7 |
|
|
|
4
Chicago Area Branch Map
[GRAPHIC]
5
Key Strategies
Dual growth sources
Core business segments are growing
Commercial Banking
Wealth Management
Retail Banking
Mergers and acquisitions supplement core business growth
6
Balanced revenue and profit streams from our business lines
Decreasing dependence on net interest related revenues
Expanding fee businesses
Remaining focused on current business segments
7
Commercial Banking
Well developed Commercial Banking business including:
Middle-market business financing
Lease banking
Treasury management
Capital markets products (swaps, floors, caps)
Real estate investor, construction, developer financing
8
Target market is companies with revenues ranging from $5 to $50 million
Loans are granular typical size is $3 to $6 million
Focus is on relationship banking
We are adding and grooming senior lenders focused on growing the business
9
Commercial Banking - Loans Outstanding
[CHART]
*Includes commercial loans collateralized by assignment of lease payments.
10
Wealth Management
Rapidly expanding business and capabilities:
Private Banking
High touch/high service approach
Staff are deep generalists (loans, deposits, trust and asset management services, estate and financial planning)
Trust/Asset Management
High touch/high service approach
Open architecture asset management format
Objective advice
Superior returns
11
Vision Investment Services
High quality provider
Provides brokerage services through MB and other banks
Rapidly growing
Works closely with MB Retail Banking
Overall
Relationship focused
Team approach
Focused on whats best for the client
Significant growth potential Commercial side holds strong potential for referrals and new business
12
Wealth Management Revenue
[CHART]
13
Retail Banking
Consumer and small business
Deposit and credit services
Sales/service culture
Focused on growing core transaction accounts
Free Checking
Top Rate NOW
Bank @ Work
Gateway to other services Brokerage platform, Trust/Asset Management, Private Banking
Efficient expertise in mortgage platform low cost; can scale quickly to react to volume changes
Upgrading branch locations to maximize growth and profitability
14
Bank Holding Companies
Cook County Deposit Market Share
As of June 30, 2003
Pending Ownership as of August 25, 2004
Rank |
|
Institution |
|
Type |
|
Branch |
|
Total |
|
Total |
|
1 |
|
JPMorgan Chase & Co. (NY) (Bank One) |
|
Bank |
|
144 |
|
36,949,238 |
|
23.73 |
|
2 |
|
LaSalle Bank Corporation (IL) |
|
Bank |
|
89 |
|
23,966,499 |
|
15.39 |
|
3 |
|
Bank of Montreal (Harris) |
|
Bank |
|
73 |
|
13,811,017 |
|
8.87 |
|
4 |
|
Citigroup Inc. (NY) |
|
Bank |
|
38 |
|
7,546,703 |
|
4.85 |
|
5 |
|
Northern Trust Corp. (IL) |
|
Bank |
|
10 |
|
7,220,877 |
|
4.64 |
|
6 |
|
Royal Bank of Scotland Group (Charter One) |
|
Bank |
|
81 |
|
5,015,087 |
|
3.22 |
|
7 |
|
Bank of America Corp. (NC) |
|
Bank |
|
8 |
|
3,608,341 |
|
2.32 |
|
8 |
|
MAF Bancorp Inc. (IL) |
|
Thrift |
|
31 |
|
3,325,626 |
|
2.14 |
|
9 |
|
Fifth Third Bancorp (OH) |
|
Bank |
|
30 |
|
3,322,016 |
|
2.13 |
|
10 |
|
MB Financial Inc. (IL)* |
|
Bank |
|
35 |
|
3,144,652 |
|
2.02 |
|
11 |
|
Corus Bankshares Inc. (IL) |
|
Bank |
|
14 |
|
2,252,641 |
|
1.45 |
|
12 |
|
FBOP Corp. (IL) |
|
Bank |
|
20 |
|
2,008,449 |
|
1.29 |
|
13 |
|
Taylor Capital Group Inc. (IL) |
|
Bank |
|
11 |
|
1,971,699 |
|
1.27 |
|
14 |
|
TCF Financial Corp. (MN) |
|
Bank |
|
111 |
|
1,897,549 |
|
1.22 |
|
15 |
|
First Midwest Bancorp Inc. (IL) |
|
Bank |
|
16 |
|
1,808,512 |
|
1.16 |
|
16 |
|
Wintrust Financial Corp. (IL) |
|
Bank |
|
16 |
|
1,762,793 |
|
1.13 |
|
17 |
|
Metropolitan Bank Group Inc. (IL) |
|
Bank |
|
54 |
|
1,709,253 |
|
1.10 |
|
18 |
|
U.S. Bancorp (MN) |
|
Bank |
|
22 |
|
1,304,944 |
|
0.84 |
|
19 |
|
Parkway Bancorp Inc. (IL) |
|
Bank |
|
14 |
|
1,293,476 |
|
0.83 |
|
20 |
|
First Banks Inc. (MO) (CIB) |
|
Bank |
|
16 |
|
1,241,834 |
|
0.80 |
|
*-Includes First SecurityFed Financial
Source: SNL Financial Datasource
15
Mergers and Acquisitions
Supplements our core growth
Allows us to strengthen our Company in key business areas
We have capitalized on good opportunities over the past ten years
16
M & A Highlights
2001 to 2004
|
|
Assets |
|
|
1990 to 2000 (10 mergers and acquisitions) |
|
$ |
1.9 |
billion |
Acquired
FSL Holdings, Inc. |
|
$ |
222 |
million |
MidCity
Financial and MB Financial merge |
|
MOE |
|
|
Acquired
Lincolnwood Financial Corp. |
|
$ |
228 |
million |
Acquired
LaSalle Systems Leasing |
|
$ |
92 |
million |
Acquired
South Holland Bancorp |
|
$ |
560 |
million |
Divested
Abrams Centre Bancshares |
|
$ |
98 |
million |
Acquired
First SecurityFed Financial |
|
$ |
567 |
million |
17
M & A Success Factors
Integration starts as soon as the deal is signed and is completed rapidly
We deliver promised results
Financial modeling is realistic
Cost savings targets are met
Very experienced M&A management team with proven M&A performance
Disciplined acquisition pricing
18
Recent Acquisition Pricing
Transaction |
|
P/E |
|
P/E |
|
P/B |
|
Prem/ |
|
FSL |
|
21.7 |
|
9.7 |
|
1.2 |
|
4.3 |
% |
Lincolnwood |
|
14.4 |
|
9.7 |
|
1.6 |
|
6.9 |
% |
LaSalle Leasing |
|
10.0 |
|
6.3 |
|
1.3 |
|
N/A |
|
South Holland |
|
18.1 |
|
10.3 |
|
1.2 |
|
4.4 |
% |
First SecurityFed |
|
16.8 |
|
9.8 |
|
1.7 |
|
18.8 |
% |
* P/E Adj is computed as (price excess equity) / (pre-acquisition core earnings + after-tax cost savings in year one after tax earnings on excess equity).
19
|
IRR |
|
1st
Yr |
|
1st Yr |
|
|
FSL |
|
27 |
% |
+3.5 |
% |
42 |
% |
Lincolnwood |
|
27 |
% |
+4.5 |
% |
50 |
% |
LaSalle Leasing |
|
22 |
% |
+3.4 |
% |
0 |
% |
South Holland |
|
22 |
% |
+3.5 |
% |
21 |
% |
First SecurityFed* |
|
21 |
% |
+3.5 |
% |
15 |
% |
* For First SecurityFed, second year EPS accretion is projected to be 3.8% and second year cost saves are estimated to be 32%.
20
Fully Diluted Earnings Per Share
We are rapidly growing earnings
[CHART]
*Including $19.2 million after tax merger charge.
**All data has been adjusted to reflect 50% stock dividend.
21
Net Income
Company has consistently grown earnings
Both core business growth and M&A contribute
[CHART]
*Excludes $19.2 million after tax merger charge.
22
Net Interest Income
Consistently growing as we expand our business
[CHART]
23
Net Interest Margin
Margins have been stable through various interest rate environments
Prepayment fees and loan rate floors have protected margins
[CHART]
24
Net Interest Income Sensitivity |
|
Parallel Shifts in Yield Curve |
Varying Rate Scenarios |
|
One Year Horizon 6/30/04 |
|
|
|
We are asset sensitive |
|
|
[CHART]
25
Non-Performing Loans to Total Loans
Credit quality has been
Excellent, stable, predictable
Better than peers with large C&I portfolios
[CHART]
26
Net Charge-offs to Average Loans
Charge-offs have been manageable
Portfolio is granular
Extensive due diligence is done prior to acquisitions
[CHART]
27
Allowance to Loans
Appropriate reserves for potential loan losses
Statistical modeling techniques used to determine appropriate allowance
Default risk is appropriately priced into loans originated
[CHART]
28
Other Income
Diversifying and growing revenue sources
Wealth Management, Deposit Services and Lease Banking are strong contributors to growth
[CHART]
29
Other Income to Total Revenues
Revenue streams are becoming more balanced
Will continue to be a strategic area of focus
[CHART]
30
Efficiency Ratio
We are carefully managing expenses
Investments are being made in revenue producing personnel
Extensive investing in new infrastructure
[CHART]
*Excludes $19.2 million after tax merger charge.
31
Cash Return on Tangible Equity
[CHART]
*Excludes $19.2 million after tax merger charge.
32
MBFI Stock Price
[CHART]
33
[CHART]
34
[LOGO]
Investor Presentation
Mitchell Feiger, President and Chief Executive Officer
Jill E. York, Vice President and Chief Financial Officer
August 27, 2004
NASDAQ: MBFI
35
Pursuant to the requirements of the Securities Exchange Act of 1934, MB Financial, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 26th day of August, 2004.
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MB FINANCIAL, INC. |
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By: |
/s/ Jill E. York |
|
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Jill E. York |
|
|
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Vice President and Chief Financial Officer |
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(Principal Financial and Principal Accounting Officer) |
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36