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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) July 24, 2002
MB FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)
| Maryland | 0-24566-01 | 36-4460265 | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
801 West Madison Street, Chicago, Illinois 60607
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 645-7866
N/A
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure
Forward-Looking Statements
When used in this Current Report on Form 8-K and in other filings by MB Financial, Inc. (the "Company") with the Securities and Exchange Commission, in 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 the Company's 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 Company's merger and acquisition activities, including its recently completed acquisition of First Lincolnwood Corporation and its pending acquisition of LaSalle Systems Leasing and LaSalle Equipment Limited Partnership, might not be realized within the expected time frames; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to realize the residual values of its operating leases; (10) the Company's ability to access cost-effective funding; (11) changes in financial markets; (12) changes in economic conditions in general and in the Chicago metropolitan area in particular; (13) new legislation or regulatory changes; and (14) changes in accounting principles, policies or guidelines.
The Company 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 is material prepared for presentation at an industry conference.
Keefe, Bruyette and Woods
Community Banking Investor Conference
July 24, 2002
Mitchell Feiger, President & CEO
Jill E. York, Vice President & CFO
NASDAQ: MBFI
Mitchell Feiger
President and
Chief Executive Officer
Forward Looking Statements
When used in this material and in filings with the Securities and Exchange Commission, in 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 the Company's 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 our merger and acquisition activities, including our recently completed acquisition of First Lincolnwood Corporation and our pending acquisition of LaSalle Systems Leasing and LaSalle Equipment Limited Partnership, might not be realized within the expected time frames; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to realize the residual values of its operating leases; (10) the Company's ability to access cost-effective funding; (11) changes in financial markets; (12) changes in economic conditions in general and in the Chicago metropolitan area in particular; (13) new legislation or regulatory changes; and (14) changes in accounting principles, policies or guidelines.
The Company 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.
MB Financial Summary Statistics
| Offices | 41 | |||
| Bank subsidiaries | 3 | |||
| 2002 N/I thru June | $ | 21.9 | million | |
| Assets | $ | 3.7 | billion | |
| Loans | $ | 2.5 | billion | |
| Deposits | $ | 3.1 | billion |
MB Financial Summary Statistics
| Earnings per share—Q1 2002 | $ | 0.58 | (+42%) | |
| Earnings per share—Q2 2002 | $ | 0.64 | (+52%) | |
| Stock price | $ | 32.00 | ||
| P/E (TTM) | 14.9 | |||
| P/E forward (2003)* | 11.7 |
* P/E forward based on 2003 IBES EPS estimate.
M & A Highlights
1999 to 2002
| |
Assets |
|
|---|---|---|
| Acquired Avondale Financial Corp. February 1999 |
$484 million | |
Acquired Damen Financial Corp. July 1999 |
$207 million |
|
Acquired FSL Holdings, Inc. May 2001 |
$222 million |
|
MB Financial and MidCity Financial Corporation merge November 2001 |
MOE |
|
Acquired First Lincolnwood Corp. April 2002 |
$228 million |
|
Announced Acquisition of LaSalle Leasing July 2002 |
$92 million |
M & A Success Factors
- •
- We
get deals done
- •
- Integration
starts as soon as the deal is signed
- •
- Integration
is completed as soon as possible (speed)
- •
- 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
Recent Acquisition Pricing
| Transaction |
P/E |
P/E Adj* |
P/B |
Prem/ Dep |
|||||
|---|---|---|---|---|---|---|---|---|---|
| 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 |
- *
- 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)
Recent Acquisition Pricing
| Transaction |
IRR |
1st Yr EPS |
Cost Saves |
|||
|---|---|---|---|---|---|---|
| FSL | 27% | +3.5% | 42% | |||
Lincolnwood |
27% |
+4.5% |
50% |
|||
LaSalle Leasing |
22% |
+3.4% |
0% |
LaSalle Leasing Transaction
- •
- Company
founded 22 years ago
- •
- Originates
leases of high-technology equipment
- •
- Mid-market
and larger strong credit lessees
- •
- $39.7
million purchase price, with $4 million contingent on residual performance
- •
- Gives us the capability to originate our own leases
Commercial Banking
- •
- Mid-market
business financing
- •
- Cash
management
- •
- Real
estate investor, construction, developer financing
- •
- Long-term
health care financing
- •
- Korean banking
Commercial, CRE and
Lease Loans Outstanding
Lease Banking
- •
- Discounted
lease lending
- •
- Bridge
and working capital loans
- •
- Equity
investments in lease residuals
- •
- Cash management needs
Lease Loans Outstanding
Lease Financing Revenue
Wealth Management
- •
- Trust/Asset
Management
- •
- Brokerage
Wealth Management Revenue
* 6 month data annualized
Retail Banking
- •
- Consumer
and small business
- •
- Deposit and credit services
Commercial Bank Holding Companies
Cook County Deposit Market Share
| |
|
As of June 30, 2001 |
||||||
|---|---|---|---|---|---|---|---|---|
| Rank |
Institution |
Branch Count |
Deposits ($000) |
Market Share (%) |
||||
| 1 | Bank One Corp. (IL) | 149 | 29,459,185 | 21.40 | ||||
| 2 | ABN AMRO North America Inc. (IL) | 129 | 23,122,409 | 16.80 | ||||
| 3 | Bank of Montreal | 88 | 11,749,691 | 8.54 | ||||
| 4 | Northern Trust Corp. (IL) | 10 | 8,129,114 | 5.91 | ||||
| 5 | Citigroup Inc. (NY) | 44 | 6,616,199 | 4.81 | ||||
| 6 | Charter One Financial (OH) | 70 | 5,062,990 | 3.68 | ||||
| 7 | Fifth Third Bancorp (OH) | 33 | 2,971,746 | 2.16 | ||||
| 8 | Bank of America Corp. (NC) | 2 | 2,585,777 | 1.88 | ||||
| 9 | MB Financial Inc. (IL) | 34 | 2,574,281 | 1.87 | ||||
| 10 | MAF Bancorp Inc. (IL) | 23 | 2,481,782 | 1.80 | ||||
| 11 | Corus Bankshares Inc. (IL) | 14 | 2,242,604 | 1.63 | ||||
| 12 | FBOP Corp. (IL) | 21 | 1,821,970 | 1.32 | ||||
| 13 | Taylor Capital Group, Inc. (IL) | 13 | 1,737,297 | 1.26 | ||||
| 14 | TCF Financial Corp. (MN) | 114 | 1,733,149 | 1.26 | ||||
| 15 | U.S. Bancorp (MN) | 31 | 1,384,577 | 1.01 | ||||
| 16 | First Midwest Bancorp Inc. (IL) | 18 | 1,178,829 | 0.86 | ||||
| 17 | Parkway Bancorp, Inc. (IL) | 15 | 1,110,173 | 0.81 | ||||
| 18 | Hershenhorn Bancorp., Inc. (IL) | 2 | 1,095,991 | 0.80 | ||||
| 19 | Popular Inc. (PR) | 20 | 1,066,624 | 0.77 | ||||
| 20 | Metropolitan Bank Group, Inc. (IL) | 41 | 1,038,268 | 0.75 | ||||
Source: SNL Datasource 4.0 as of June 4, 2002. Includes acquisition of First Lincolnwood Corp.
Jill
E. York
Vice President and
Chief Financial Officer
Fully Diluted Earnings Per Share
- **
- Excluding merger charge
- **
- Consensus estimate
Fully Diluted Earnings Per Share
- **
- Excluding merger charge
- **
- Consensus estimate
Fully Diluted Earnings Per Share
First Half Review
Net Interest Income
Net Interest Income Sensitivity
Varying Rate Scenarios
One Year Horizon - 6/30/02
First Half Review
Non-Interest Income
First Half Review
Non-Interest Expense
First Half Review
Efficiency Ratio
MBFI Stock Price
MBFI Stock Price
Compared to Various Indexes
COMPOSITE=AMFI, CFBX, CHFC, CORS, FFBC, FMBI, GLDB, IBNK, IFC, PRK, RBNC, SRCE, WTFC
Investor Recap
- •
- Dual
growth sources
- •
- Diversified
revenue/profit streams
- •
- Experienced
management team
- •
- Consistently
delivers results
- •
- Valuable
market position in highly desirable market
- •
- Significant ownership by directors and management
Keefe, Bruyette and Woods
Community Banking Investor Conference
July 24, 2002
Mitchell Feiger, President & CEO
Jill E. York, Vice President & CFO
NASDAQ: MBFI
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.
| MB FINANCIAL, INC. | |||
Date: July 24, 2002 |
By: |
/s/ JILL E. YORK Jill E. York, Vice President and Chief Financial Officer |
|
SIGNATURES