SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 10-K/A

 

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2001

 

 

For the transition period from                    to

 

Commission file number 0-24566-01

 

MB FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code:  (773) 645-7866

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

 

Securities registered pursuant to Section 12(g) of the Act:

 

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 for 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 ý No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

The aggregate market value of the voting shares held by nonaffiliates of the Registrant was $353,039,086 as of March 20, 2002.  Solely for the purpose of this computation, it has been assumed that executive officers and directors of the Registrant are “affiliates”.

 

There were issued and outstanding 17,550,736 shares of the Registrant’s common stock as of March 20, 2002.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

Document		Part of Form 10-K
Portions of the definitive Proxy Statement to be used in conjunction with the Registrant’s 2002 Annual Meeting of Stockholders.		Part III

 

The following table sets forth selected quarterly financial data restated to reflect the merger of MB Financial and MidCity Financial with and into the Company, which is being accounted for as a pooling of interests (in thousands, except common share data):

 

		Three Months Ended 2001												Three Months Ended 2000
		December(1)			September			June			March			December			September			June			March
Statement of Income Data:
Interest Income		$	53,631		$	57,310		$	58,027		$	58,288		$	59,992		$	58,605		$	55,561		$	53,830
Interest expense		22,019			27,149			30,626			32,088			33,234			32,009			28,856			27,128
Net interest income		31,612			30,161			27,401			26,200			26,758			26,596			26,705			26,702
Provision for loan losses		3,011			1,870			1,260			760			1,963			2,073			2,109			2,018
Net interest income after provision for loan losses		28,601			28,291			26,141			25,440			24,795			24,523			24,596			24,684
Other income		6,796			5,946			7,061			6,393			4,949			5,097			5,149			5,253
Other expense		44,333			22,267			21,668			20,821			20,177			21,503			20,986			21,233
Income (loss) before income taxes		(8,936		)	11,970			11,534			11,012			9,567			8,117			8,759			8,704
Income taxes		1,274			4,259			3,996			3,688			2,372			1,684			2,017			2,113
Net income (loss)		$	(10,210	)	$	7,711		$	7,538		$	7,324		$	7,195		$	6,433		$	6,742		$	6,591
Common Share Data(2):
Basic earnings (loss) per common share(3)		$	(0.59	)	$	0.44		$	0.43		$	0.42		$	0.41		$	0.37		$	0.38		$	0.37
Diluted earnings (loss) per common share(3)		$	(0.59	)	$	0.43		$	0.42		$	0.41		$	0.41		$	0.36		$	0.38		$	0.37
Weighted average common shares outstanding		17,439,211			17,595,327			17,606,797			17,607,365			17,607,365			17,607,365			17,607,365			17,607,365
Diluted weighted average common shares outstanding		17,439,211			17,971,952			17,883,647			17,695,425			17,607,922			17,649,212			17,617,162			17,607,365

 

(1)          Other expense includes expenses totaling $22.7 million ($19.2 million net of the related tax benefit) incurred due to the MB-MidCity merger.

(2)          For all quarters presented, common share data includes MidCity Financial common stock converted to Company common stock at an exchange ratio of 230.32955 to 1 and MB Financial common stock converted to Company common stock at an exchange ratio of 1 to 1

(3)          For the three months ended December 31, 2001, basic earnings per common share and diluted earnings per common share were $0.52 and $0.50, respectively, excluding the impact of merger expenses totaling $19.2 million net of the related tax benefit incurred due to the MB-MidCity merger.

 

Fourth Quarter Results

 

The Company incurred a net loss of $10.2 million in the fourth quarter of 2001 compared to net income of $7.2 million in 2000.  Excluding merger expenses, net income would have been $9.0 million in the fourth quarter of 2001, an increase of 24.6% compared to $7.2 million for the fourth quarter of 2000.  Net interest income was $31.6 million for the three months ended December 31, 2001 compared to $26.8 million for the three months ended December 31, 2000, an increase of 17.9%.  Net interest income increased due to growth in the Company’s average interest earning assets, as well as interest-bearing liabilities repricing at a faster pace than interest earning assets in the current interest rate environment.

 

In the fourth quarter of 2001, $3.0 million was added to the allowance for loan losses due to increased net charge-offs during the quarter resulting from the charge-off of $2.8 million in loans to two commercial customers.

 

Other income increased $1.8 million (35.5%) to $6.7 million for the quarter ended December 31, 2001 from $4.9 million for the same period in 2000.  The majority of the increase came from growth in loan service fees, deposit service fees, trust and brokerage fees and net lease financing of $514 thousand, $446 thousand, $268 thousand and $246 thousand, respectively.

 

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MB FINANCIAL, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2001 and 2000

(Amounts in thousands, except share data)

 

		2001			2000
ASSETS
Cash and due from banks		$	106,572		$	92,652
Interest bearing deposits with banks		4,408			9,172
Federal funds sold		19,500			29,775
Investment securities available for sale		843,286			290,135
Investment securities held to maturity, at amortized cost (fair value of $661,979 at December 31, 2000)		—			660,311
Loans (net of allowance for loan losses of $27,500 at December 31, 2001 and $26,836 at December 31, 2000)		2,276,591			1,990,514
Lease investments, net		56,115			45,344
Interest only securities		8,580			10,538
Premises and equipment, net		49,308			49,492
Cash surrender value of life insurance		33,890			31,703
Intangibles, net		34,826			31,125
Other assets		32,777			46,590
Total assets		$	3,465,853		$	3,287,351
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest bearing		$	473,624		$	434,576
Interest bearing		2,348,102			2,204,819
Total deposits		2,821,726			2,639,395
Short-term borrowings		243,282			294,801
Long-term borrowings		58,980			43,596
Accrued expenses and other liabilities		48,277			32,253
Total liabilities		3,172,265			3,010,045
Stockholders’ Equity:
Common stock ($.01 par value; authorized 40,000,000 shares; issued 17,486,924 shares at December 31, 2001, and 18,527,071 at December 31, 2000)		175			186
Additional paid-in capital		63,104			75,593
Retained earnings		219,424			211,871
Accumulated other comprehensive income (loss)		10,885			(1,750		)
Less: 919,705 shares of treasury stock, at cost, at December 31, 2000		—			(8,594		)
Total stockholders’ equity		293,588			277,306
Total liabilities and stockholders’ equity		$	3,465,853		$	3,287,351

 

See Accompanying Notes to Consolidated Financial Statements.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MB FINANCIAL, INC.

(registrant)

 

	By:	/s/  MITCHELL FEIGER
		Mitchell Feiger
		President and Chief Executive Officer
		(Principal Executive Officer)

 

Date:  April 12, 2002

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature		Title
/s/ Mitchell Feiger		Director, President and Chief Executive Officer
Mitchell Feiger		(Principal Executive Officer), April 12, 2002
/s/ Jill E. York		Vice President and Chief Financial Officer
Jill E. York		(Principal Financial Officer and Principal Accounting Officer), April 12, 2002
/s/  E.M. Bakwin *		Director		)  April 12, 2002
E.M. Bakwin				)
				)
/s/  Robert S. Engelman, Jr. *		Director		)
Robert S. Engelman, Jr.				)
				)
/s/  Alfred Feiger *		Director		)
Alfred Feiger				)
				)
/s/  Burton J. Field *		Director		)
Burton J. Field				)
				)
/s/  Lawrence E. Gilford *		Director		)
Lawrence E. Gilford				)
				)
/s/  Richard I. Gilford *		Director		)
Richard I. Gilford				)
				)
/s/  James N. Hallene *		Director		)
James N. Hallene				)
				)
/s/  Thomas H. Harvey *		Director		)
Thomas H. Harvey				)
				)
/s/  Patrick Henry *		Director		)
Patrick Henry				)
				)
/s/  Leslie S. Hindman *		Director		)
Leslie S. Hindman				)
				)
/s/  Richard J. Holmstrom *		Director		)
Richard J. Holmstrom				)
				)
/s/  David L. Husman *		Director		)
David L. Husman				)
				)
/s/  Clarence Mann *		Director		)
Clarence Mann				)
				)
/s/  Ronald D. Santo *		Director		)
Ronald D. Santo				)
				)
/s/  Eugene Sawyer *		Director		)
Eugene Sawyer				)
				)
/s/  Kenneth A. Skopec *		Director		)
Kenneth A. Skopec				)

 

*By:  /s/ Mitchell Feiger

Individually and Attorney-in-Fact

)

 

 

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