Attached files
file | filename |
---|---|
EX-32 - SECTION 1350 CERTIFICATIONS - MB FINANCIAL INC /MD | exhibit32.htm |
EX-3.1 - CHARTER OF THE REGISTRANT - MB FINANCIAL INC /MD | exhibit3_1.htm |
EX-31.2 - CERTIFICATION - CHIEF FINANCIAL OFFICER - MB FINANCIAL INC /MD | exhibit31_2.htm |
EX-31.1 - CERTIFICATION - CHIEF EXECUTIVE OFFICER - MB FINANCIAL INC /MD | exhibit31_1.htm |
EX-10.5A - COMPENSATION AMENDMENT AND WAIVER AGREEMENT - MB FINANCIAL INC /MD | exhibit10_5a.htm |
EX-10.18B - PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT - MB FINANCIAL INC /MD | exhibit10_18b.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the quarterly period ended September 30, 2009
OR
o 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 0-24566-01
MB FINANCIAL,
INC.
(Exact
name of registrant as specified in its charter)
Maryland
(State
or other jurisdiction of incorporation or organization)
36-4460265
(I.R.S.
Employer Identification No.)
800 West Madison Street,
Chicago, Illinois 60607
(Address
of principal executive offices)
Registrant’s telephone number,
including area code: (888)
422-6562
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 x 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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated filer x 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 Act).
Yes o No x
There
were outstanding 50,587,449 shares of the registrant’s common stock as of
November 9, 2009.
MB
FINANCIAL, INC. AND SUBSIDIARIES
FORM
10-Q
September
30, 2009
FINANCIAL
INFORMATION
|
||
Financial
Statements
|
||
5 – 6
|
||
8 – 9
|
||
10 – 31
|
||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
32 – 49
|
|
Quantitative
and Qualitative Disclosures about Market Risk
|
49 – 52
|
|
Controls
and Procedures
|
||
OTHER
INFORMATION
|
||
Risk
Factors
|
53 – 54
|
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
||
Exhibits
|
||
3
MB
FINANCIAL, INC. & SUBSIDIARIES
September
30, 2009 and December 31, 2008
(Amounts in thousands,
except common share data) (Unaudited)
September
30,
|
December
31,
|
|||||
2009
|
2008
|
|||||
ASSETS
|
||||||
Cash
and due from banks
|
$
125,010
|
$
79,824
|
||||
Interest
bearing deposits with banks
|
2,549,562
|
261,834
|
||||
Total
cash and cash equivalents
|
2,674,572
|
341,658
|
||||
Investment
securities:
|
||||||
Securities
available for sale, at fair value
|
3,994,980
|
1,336,130
|
||||
Non-marketable
securities - FHLB and FRB stock
|
70,031
|
64,246
|
||||
Total
investment securities
|
4,065,011
|
1,400,376
|
||||
Loans
held for sale
|
6,250
|
-
|
||||
Loans:
|
||||||
Total
loans, excluding covered loans
|
6,401,265
|
6,228,563
|
||||
Covered
loans
|
91,230
|
-
|
||||
Total
loans
|
6,492,495
|
6,228,563
|
||||
Less:
Allowance for loan loss
|
189,232
|
144,001
|
||||
Net
Loans
|
6,303,263
|
6,084,562
|
||||
Lease
investment, net
|
135,201
|
125,034
|
||||
Premises
and equipment, net
|
178,586
|
186,474
|
||||
Cash
surrender value of life insurance
|
121,278
|
119,526
|
||||
Goodwill,
net
|
387,069
|
387,069
|
||||
Other
intangibles, net
|
39,357
|
25,776
|
||||
Other
real estate owned
|
22,612
|
4,366
|
||||
Other
real estate owned related to FDIC transactions
|
7,695
|
-
|
||||
FDIC
indemnification asset
|
31,353
|
-
|
||||
Other
assets
|
162,965
|
144,922
|
||||
Total
assets
|
$
14,135,212
|
$
8,819,763
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||
LIABILITIES
|
||||||
Deposits:
|
||||||
Noninterest
bearing
|
$
2,925,714
|
$ 960,117
|
||||
Interest
bearing
|
8,504,353
|
5,535,454
|
||||
Total
deposits
|
11,430,067
|
6,495,571
|
||||
Short-term
borrowings
|
436,928
|
488,619
|
||||
Long-term
borrowings
|
341,315
|
471,466
|
||||
Junior
subordinated notes issued to capital trusts
|
158,712
|
158,824
|
||||
Investment
securities purchased but not settled
|
348,632
|
27,218
|
||||
Accrued
expenses and other liabilities
|
147,681
|
109,241
|
||||
Total
liabilities
|
12,863,335
|
7,750,939
|
||||
STOCKHOLDERS'
EQUITY
|
||||||
Preferred
stock, ($0.01 par value, authorized 1,000,000 shares at September
30,
|
||||||
2009
and December 31, 2008; series A, 5% cumulative perpetual,
196,000
|
||||||
shares
issued and outstanding at September 30, 2009 and December 31,
2008,
|
||||||
$1,000.00
liquidation value)
|
193,381
|
193,025
|
||||
Common
stock, ($0.01 par value; authorized 70,000,000 shares at September
30,
|
||||||
2009
and 50,000,000 at December 31, 2008; issued 50,716,864 shares at September
30,
|
||||||
2009
and 37,542,968 at December 31, 2008)
|
507
|
375
|
||||
Additional
paid-in capital
|
648,230
|
445,692
|
||||
Retained
earnings
|
408,048
|
495,505
|
||||
Accumulated
other comprehensive income
|
21,723
|
16,910
|
||||
Less:
131,863 and 2,612,143 shares of Treasury stock, at cost,
at
|
||||||
September
30, 2009 and December 31, 2008
|
(2,603)
|
(85,312)
|
||||
Controlling
interest stockholders' equity
|
1,269,286
|
1,066,195
|
||||
Noncontrolling
interest
|
2,591
|
2,629
|
||||
Total
stockholders' equity
|
1,271,877
|
1,068,824
|
||||
Total
liabilities and stockholders' equity
|
$
14,135,212
|
$
8,819,763
|
See
accompanying Notes to Consolidated Financial Statements
MB
FINANCIAL, INC. & SUBSIDIARIES
(Amounts
in thousands, except common share data) (Unaudited)
Three
months ended
|
Nine
months ended
|
||||||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
||||||
2009
|
2008
|
2009
|
2008
|
||||||
Interest
income:
|
|||||||||
Loans
|
$
82,820
|
$
88,266
|
$
247,255
|
$
269,601
|
|||||
Investment
securities:
|
|||||||||
Taxable
|
6,444
|
10,569
|
23,738
|
30,541
|
|||||
Nontaxable
|
3,585
|
3,977
|
11,256
|
11,558
|
|||||
Federal
funds sold
|
-
|
165
|
-
|
274
|
|||||
Other
interest bearing accounts
|
760
|
84
|
1,039
|
279
|
|||||
Total
interest income
|
93,609
|
103,061
|
283,288
|
312,253
|
|||||
Interest
expense:
|
|||||||||
Deposits
|
27,662
|
37,216
|
90,218
|
112,374
|
|||||
Short-term
borrowings
|
1,222
|
2,966
|
4,024
|
16,184
|
|||||
Long-term
borrowings and junior subordinated notes
|
3,791
|
6,273
|
12,695
|
17,553
|
|||||
Total
interest expense
|
32,675
|
46,455
|
106,937
|
146,111
|
|||||
Net
interest income
|
60,934
|
56,606
|
176,351
|
166,142
|
|||||
Provision
for loan losses
|
45,000
|
18,400
|
161,800
|
53,140
|
|||||
Net
interest income after provision for loan losses
|
15,934
|
38,206
|
14,551
|
113,002
|
|||||
Other
income:
|
|||||||||
Loan
service fees
|
1,565
|
2,385
|
5,190
|
7,330
|
|||||
Deposit
service fees
|
7,912
|
7,330
|
21,289
|
20,747
|
|||||
Lease
financing, net
|
3,937
|
4,533
|
12,729
|
12,369
|
|||||
Brokerage
fees income
|
1,004
|
1,177
|
3,334
|
3,349
|
|||||
Asset
management and trust fees
|
3,169
|
3,276
|
9,246
|
9,085
|
|||||
Net
gain on sale of investment securities
|
3
|
-
|
13,790
|
1,106
|
|||||
Increase
in cash surrender value of life insurance
|
664
|
1,995
|
1,790
|
4,729
|
|||||
Net
gain (loss) on sale of other assets
|
12
|
26
|
(25)
|
(230)
|
|||||
Acquisition
related gain
|
10,222
|
-
|
10,222
|
-
|
|||||
Other
operating income
|
2,412
|
1,158
|
6,662
|
4,304
|
|||||
Total
other income
|
30,900
|
21,880
|
84,227
|
62,789
|
|||||
Other
expense:
|
|||||||||
Salaries
and employee benefits
|
31,196
|
29,139
|
87,263
|
84,778
|
|||||
Occupancy
and equipment expense
|
7,803
|
7,107
|
22,636
|
21,574
|
|||||
Computer
services expense
|
2,829
|
1,840
|
7,129
|
5,419
|
|||||
Advertising
and marketing expense
|
1,296
|
1,451
|
3,502
|
4,186
|
|||||
Professional
and legal expense
|
1,126
|
884
|
3,215
|
1,993
|
|||||
Brokerage
fee expense
|
478
|
564
|
1,446
|
1,453
|
|||||
Telecommunication
expense
|
812
|
620
|
2,306
|
2,154
|
|||||
Other
intangibles amortization expense
|
966
|
913
|
2,841
|
2,641
|
|||||
FDIC
insurance premiums
|
3,206
|
292
|
12,663
|
689
|
|||||
Impairment
charges on branch facilities
|
4,000
|
-
|
4,000
|
-
|
|||||
Other
operating expenses
|
5,446
|
4,963
|
15,677
|
14,492
|
|||||
Total
other expense
|
59,158
|
47,773
|
162,678
|
139,379
|
|||||
Income
(loss) before income taxes
|
(12,324)
|
12,313
|
(63,900)
|
36,412
|
|||||
Income
tax benefit
|
(15,183)
|
(743)
|
(42,688)
|
(4,181)
|
|||||
Income
(loss) from continuing operations
|
$
2,859
|
$
13,056
|
$
(21,212)
|
$
40,593
|
|||||
Income
from discontinued operations, net of tax
|
4,585
|
98
|
4,866
|
392
|
|||||
Net
income (loss)
|
7,444
|
13,154
|
(16,346)
|
40,985
|
|||||
Preferred
stock dividends and discount accretion
|
2,589
|
-
|
7,707
|
-
|
|||||
Net
income (loss) available to common stockholders
|
$
4,855
|
$
13,154
|
$
(24,053)
|
$
40,985
|
Three
Months Ended
|
Nine
Months Ended
|
|||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|||
2009
|
2008
|
2009
|
2008
|
|||
Common
share data:
|
||||||
Basic
earnings (loss) per common share from continuing
operations
|
$
0.07
|
$
0.38
|
$
(0.58)
|
$
1.17
|
||
Basic
earnings per common share from discontinued operations
|
$
0.12
|
$
0.00
|
$
0.13
|
$
0.01
|
||
Impact
of preferred stock dividends on basic earnings (loss) per common
share
|
$
(0.07)
|
$
0.00
|
$
(0.21)
|
$
0.00
|
||
Basis
earnings (loss) per common share
|
$
0.12
|
$
0.38
|
$
(0.65)
|
$
1.18
|
||
Diluted
earnings (loss) per common share from continuing
operations
|
$
0.07
|
$
0.38
|
$
(0.58)
|
$
1.16
|
||
Diluted
earnings per common share from discontinued operations
|
$
0.12
|
$
0.00
|
$
0.13
|
$
0.01
|
||
Impact
of preferred stock dividends on diluted earnings (loss) per common
share
|
$
(0.07)
|
$
0.00
|
$
(0.21)
|
$
0.00
|
||
Diluted
earnings (loss) per common share
|
$
0.12
|
$
0.38
|
$
(0.65)
|
$
1.17
|
||
Weighted
average common shares outstanding
|
39,104,894
|
34,732,633
|
36,597,280
|
34,682,065
|
||
Diluted
weighted average common shares outstanding
|
39,299,168
|
35,074,297
|
36,751,738
|
35,060,745
|
See
Accompanying Notes to Consolidated Financial Statements.
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||||
Nine
Months Ended September 30, 2009
|
||||||||
(Amounts
in thousands, except share and per share data) (Unaudited)
|
||||||||
Accumulated
|
||||||||
Other
|
||||||||
Additional
|
Comprehensive
|
Total
Stock-
|
||||||
Preferred
|
Common
|
Paid-in
|
Retained
|
Income
(Loss),
|
Treasury
|
Noncontrolling
|
holders'
|
|
Stock
|
Stock
|
Capital
|
Earnings
|
Net
of Tax
|
Stock
|
Interest
|
Equity
|
|
Balance
at January 1, 2009
|
$
193,025
|
$
375
|
$
445,692
|
$
495,505
|
$
16,910
|
$
(85,312)
|
$
2,629
|
$
1,068,824
|
Net
(loss) income
|
(16,346)
|
142
|
(16,204)
|
|||||
Unrealized
holding gains on investment securities,
|
||||||||
net
of tax expense of $7,418
|
13,777
|
13,777
|
||||||
Reclassification
adjustments for gains included in
|
||||||||
net
income, net of tax expense of ($4,826)
|
(8,964)
|
(8,964)
|
||||||
Reissuance
of 337,342 shares of treasury stock for
|
||||||||
restricted
stock awards
|
1,945
|
(10,660)
|
10,660
|
1,945
|
||||
Restricted
stock vested/change in market value
|
(388)
|
(388)
|
||||||
Purchase
of 9,031 shares of treasury stock
|
(128)
|
(128)
|
||||||
Reissuance
of 4,985 shares of treasury stock for
|
||||||||
employee
stock awards
|
(55)
|
(107)
|
162
|
-
|
||||
Paid-in
capital – stock options
|
1,898
|
1,898
|
||||||
Stock
options exercised - Reissuance of 35,029
|
||||||||
shares
of treasury stock
|
(4)
|
(835)
|
1,173
|
334
|
||||
Stock
options expired
|
(141)
|
(141)
|
||||||
Excess
tax benefits from stock-based payment
|
||||||||
arrangements
|
28
|
28
|
||||||
Reissuance
of 2,120,751 shares of treasury stock for
|
(46,851)
|
70,811
|
23,960
|
|||||
Dividend
Reinvestment and Stock Purchase Plan
|
||||||||
Issuance
of 13,175,944 shares of common stock
|
132
|
199,277
|
199,409
|
|||||
Dividends
and discount accrection on preferred shares
|
356
|
(7,707)
|
(7,351)
|
|||||
Restricted
stock unit dividends
|
9
|
(9)
|
-
|
|||||
Cash
dividends declared ($0.14 per share)
|
(4,942)
|
(4,942)
|
||||||
Distributions
to noncontrolling interest
|
(180)
|
(180)
|
||||||
Purchase
of 10,844 shares held in trust for
|
||||||||
deferred
compensation plan
|
(31)
|
31
|
-
|
|||||
Balance
at September 30, 2009
|
$
193,381
|
$
507
|
$
648,230
|
$
408,048
|
$
21,723
|
$
(2,603)
|
$
2,591
|
$
1,271,877
|
MB
FINANCIAL, INC. & SUBSIDIARIES
(Amounts
in thousands) (Unaudited)
Nine
months ended
|
||||
September
30,
|
September
30,
|
|||
2009
|
2008
|
|||
Cash
Flows From Operating Activities:
|
||||
Net
(loss) income from continuing operations
|
$ (21,212)
|
$ 40,593
|
||
Net
income from discontinued operations
|
4,866
|
392
|
||
Adjustments
to reconcile net (loss) income to net cash provided by operating
activities:
|
||||
Depreciation
on premises and equipment
|
8,873
|
8,715
|
||
Depreciation
on leased equipment
|
28,376
|
23,238
|
||
Impairment
charges on branch facilities
|
4,000
|
-
|
||
Compensation
expense for restricted stock awards
|
1,945
|
1,895
|
||
Compensation
expense for stock option grants
|
1,926
|
1,992
|
||
Loss
(gain) on sales of premises and equipment and leased
equipment
|
195
|
(396)
|
||
Amortization
of other intangibles
|
2,841
|
2,641
|
||
Provision
for loan losses
|
161,800
|
53,140
|
||
Deferred
income tax (benefit) expense
|
(12,149)
|
5,746
|
||
Amortization
of premiums and discounts on investment securities, net
|
6,671
|
2,420
|
||
Accretion
of premiums and discounts on loans, net
|
(1,079)
|
(2,264)
|
||
Net
gain on sale of investment securities available for sale
|
(13,790)
|
(1,106)
|
||
Net
gain on acquisition
|
(10,222)
|
-
|
||
Proceeds
from sale of loans held for sale
|
103,002
|
37,203
|
||
Origination
of loans held for sale
|
(101,964)
|
(36,769)
|
||
Net
gains on sale of loans held for sale
|
(1,038)
|
(434)
|
||
Increase
in cash surrender value of life insurance
|
(1,752)
|
(3,791)
|
||
Net
decrease (increase) in other assets
|
5,011
|
(15,378)
|
||
Increase
(decrease) in other liabilities, net
|
7,377
|
(41,774)
|
||
Net
cash provided by operating activities
|
173,677
|
76,063
|
||
Cash
Flows From Investing Activities:
|
||||
Proceeds
from sales of investment securities
|
405,827
|
9,579
|
||
Proceeds
from maturities and calls of investment securities
|
206,095
|
245,954
|
||
Purchase
of investment securities
|
(987,292)
|
(305,897)
|
||
Net
increase in loans
|
(166,489)
|
(507,535)
|
||
Purchases
of premises and equipment
|
(5,518)
|
(10,581)
|
||
Purchases
of leased equipment
|
(42,288)
|
(44,005)
|
||
Proceeds
from sales of premises and equipment
|
507
|
124
|
||
Proceeds
from sales of leased equipment
|
4,112
|
2,029
|
||
Principal
paid on lease investments
|
(538)
|
(876)
|
||
Cash
paid, net of cash and cash equivalents in acquisitions
|
-
|
(9,333)
|
||
Net
cash proceeds received in FDIC assisted transactions
|
4,608,642
|
-
|
||
Net
cash provided by (used in) investing activities
|
4,023,058
|
(620,541)
|
||
Cash
Flows From Financing Activities:
|
||||
Net
(decrease) increase in deposits
|
(1,893,835)
|
855,627
|
||
Net
decrease in short-term borrowings
|
(51,691)
|
(592,635)
|
||
Proceeds
from long-term borrowings
|
5,878
|
284,892
|
||
Principal
paid on long-term borrowings
|
(136,028)
|
(14,208)
|
||
Issuance
of common stock
|
199,409
|
-
|
||
Treasury
stock transactions, net
|
23,832
|
(330)
|
||
Stock
options exercised
|
334
|
2,820
|
||
Excess
tax benefits from share-based payment arrangements
|
28
|
998
|
||
Dividends
paid on preferred stock
|
(6,806)
|
-
|
||
Dividends
paid on common stock
|
(4,942)
|
(18,793)
|
||
Net
cash (used in) provided by financing activities
|
(1,863,821)
|
518,371
|
||
Net
increase (decrease) in cash and cash equivalents
|
$
2,332,914
|
$
(26,107)
|
||
Cash
and cash equivalents:
|
||||
Beginning
of period
|
341,658
|
150,341
|
||
End
of period
|
$
2,674,572
|
$
124,234
|
(continued)
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS (continued)
|
||||
(Amounts
in Thousands)
|
||||
Nine
Months Ended
|
||||
September
30,
|
September
30,
|
|||
2009
|
2008
|
|||
Supplemental
Disclosures of Cash Flow Information:
|
||||
Cash
payments for:
|
||||
Interest
paid to depositors and other borrowed funds
|
$
113,523
|
$
144,991
|
||
Income
tax refunds, net
|
11,870
|
10,953
|
||
Supplemental
Schedule of Noncash Investing Activities:
|
||||
Loans
transferred to other real estate owned
|
$
23,253
|
$
3,422
|
||
Loans
transferred to repossessed vehicles
|
1,247
|
985
|
||
Loans
transferred to loans held for sale
|
28,664
|
-
|
||
Loans
securitized transferred to investment securities available for
sale
|
-
|
50,914
|
||
Securities
purchased but not yet settled
|
348,632
|
-
|
||
Supplemental
Schedule of Noncash Investing Activities:
|
||||
Acquisitions
|
||||
Noncash
assets acquired:
|
||||
Investment
securities available for sale
|
$
1,925,500
|
$
-
|
||
Loans,
net of discount
|
219,183
|
-
|
||
Other
real estate owned
|
6,143
|
-
|
||
Other
intangibles, net
|
16,422
|
-
|
||
FDIC
indemnification asset
|
65,565
|
-
|
||
Other
assets
|
9,140
|
-
|
||
Total
noncash assets acquired
|
$
2,241,953
|
$
-
|
||
Liabilities
assumed:
|
||||
Deposits
|
$
6,828,330
|
$
-
|
||
Accrued
expenses and other liabilities
|
12,043
|
-
|
||
Total
liabilities assumed
|
$
6,840,373
|
$ -
|
||
Net
noncash assets acquired
|
$
(4,598,420)
|
$ -
|
||
Cash
and cash equivalents acquired
|
$
4,608,642
|
$
-
|
||
Net
gain recorded on acquisitions
|
$
10,222
|
$
-
|
See
Accompanying Notes to Consolidated Financial Statements.
MB
FINANCIAL, INC. AND SUBSIDIARIES
September
30, 2009 and 2008
(Unaudited)
NOTE
1. BASIS OF PRESENTATION
These
unaudited consolidated financial statements include the accounts of MB
Financial, Inc., a Maryland corporation (the “Company”), and its subsidiaries,
including its wholly owned national bank subsidiary, MB Financial Bank, N.A.
(“MB Financial Bank”), based in Chicago, Illinois. On August 10,
2009, the Company sold its merchant card processing business. In
accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”), the results of operations from the Company’s merchant
card processing business, including a pre-tax gain of $10.2 million, are
reflected in the Company’s statements of operations as “discontinued
operations.” In the opinion of management, all normal recurring
adjustments necessary for a fair presentation of the financial position, results
of operations and cash flows for the interim periods have been
made. The results of operations for the three months and nine months
ended September 30, 2009 are not necessarily indicative of the results to be
expected for the entire fiscal year.
These
unaudited interim financial statements have been prepared in conformity with
U.S. GAAP and industry practice. Certain information in footnote
disclosure normally included in financial statements prepared in accordance with
U.S. GAAP and industry practice has been condensed or omitted pursuant to rules
and regulations of the Securities and Exchange Commission. These
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company’s December 31,
2008 audited financial statements filed on Form 10-K.
The
preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions which affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements, as well as the reported amounts of
income and expenses during the reported periods. Actual results could
differ from those estimates.
The
Financial Accounting Standards Board’s (FASB) Accounting Standards Codification
(ASC) became effective on July 1, 2009. At that date, the ASC became FASB’s
officially recognized source of authoritative U.S. GAAP applicable to all public
and non-public non-governmental entities, superseding existing FASB, American
Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force
(EITF) and related literature. Rules and interpretive releases of the SEC under
the authority of federal securities laws are also sources of authoritative GAAP
for SEC registrants. All other accounting literature is considered
non-authoritative. The switch to the ASC affects the way companies refer to U.S.
GAAP in financial statements and accounting policies. Citing particular content
in the ASC involves specifying the unique numeric path to the content through
the Topic, Subtopic, Section and Paragraph structure.
Certain
prior period amounts have been reclassified to conform to current period
presentation. These reclassifications did not result in any changes
to previously reported net income or stockholders’ equity.
In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through November 6, 2009,
the date the financial statements were issued.
NOTE
2. ACQUISITIONS
On
February 27, 2009, MB Financial Bank assumed all deposits and approximately
$92.5 million in loans, net of a $14.5 million discount and a $65.6 million FDIC
indemnification asset, of Glenwood, Illinois-based Heritage Community Bank
(“Heritage”) in a loss-share transaction facilitated by the Federal Deposit
Insurance Corporation (“FDIC”). MB Financial Bank will share in the
losses on assets (loans and other real estate owned) covered under the agreement
(referred to as “covered loans” and “covered other real estate
owned”). On losses up to $51.8 million, the FDIC has agreed to
reimburse MB Financial Bank for 80 percent of losses. On losses
exceeding $51.8 million, the FDIC has agreed to reimburse MB Financial Bank for
95 percent of losses. The loss sharing agreement requires that MB
Financial Bank follow certain servicing procedures as specified in the agreement
or risk losing FDIC reimbursement of covered loan losses. The Company
accounts for MB Financial Bank’s loss sharing agreement with the FDIC as an
indemnification asset. The transaction did not generate any
goodwill.
On
September 4, 2009, MB Financial Bank assumed $135.3 million of deposits of Oak
Forest, Illinois-based InBank, and acquired loans of approximately $100.6
million, net of a $55.8 million discount, in a transaction facilitated by the
FDIC. This transaction generated a pre-tax gain of $10.2 million,
based on preliminary estimates of the amount by which the assets acquired
exceeded the liabilities assumed, and did not generate any goodwill or other
intangibles.
On
September 11, 2009, MB Financial Bank assumed $6.5 billion of deposits of
Chicago-based Corus Bank, N.A. (“Corus”), and acquired loans of approximately
$26.1 million, in a transaction facilitated by the FDIC. This
transaction did not generate any goodwill.
The table
below summarizes the estimated fair values of the assets acquired and
liabilities assumed in the Heritage, InBank, and Corus transactions, as of the
closing dates of those transactions. Fair values of certain assets
are preliminary and subject to refinement for up to one year after the closing
date of the transaction as information relative to closing date fair values
becomes available.
Assets
Acquired and Liabilities Assumed
|
|||||||
(Dollar
Amounts in Thousands)
|
|||||||
Heritage
|
InBank
|
Corus
|
|||||
February
27, 2009
|
September
4, 2009
|
September
11, 2009
|
|||||
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
36,604
|
$
11,616
|
$
4,560,422
|
||||
Investment
securities available for sale
|
18,362
|
28,397
|
1,878,741
|
||||
Loans,
net of discount
|
92,467
|
100,632
|
26,084
|
||||
Other
real estate owned
|
1,197
|
4,946
|
-
|
||||
Other
intangibles
|
2,095
|
-
|
14,327
|
||||
FDIC
indemnification asset
|
65,565
|
-
|
-
|
||||
Other
assets
|
921
|
721
|
7,498
|
||||
Total
assets
|
$
217,211
|
$
146,312
|
$
6,487,072
|
||||
LIABILITIES
|
|||||||
Deposits
|
$
216,537
|
$
135,337
|
$
6,476,456
|
||||
Accrued
expenses and other liabilities
|
674
|
753
|
10,616
|
||||
Total
liabilities
|
$
217,211
|
$
136,090
|
$
6,487,072
|
||||
Net
gain recorded on acquisition
|
$
-
|
$
10,222
|
$ -
|
As noted
earlier, the fair values above are preliminary for loans, other real estate
owned, other intangibles, and the FDIC indemnification asset, as the Company
continues to analyze the portfolios and the underlying risks and collateral
values of the assets. For the Heritage transaction, the FDIC
indemnification asset has been adjusted down approximately $13 million from the
transaction closing date, due to changes in estimates related to the overall
collectability of the underlying loan portfolio. The downward
adjustment in the FDIC indemnification asset was offset by an increase in the
corresponding loan balance and an adjustment to accretable yield.
NOTE
3. COMPREHENSIVE INCOME (LOSS)
Comprehensive
income (loss) includes net income (loss), as well as the change in net
unrealized gain (loss) on investment securities available for sale arising
during the periods, net of tax.
The
following table sets forth comprehensive income for the periods indicated (in
thousands):
Three
Months Ended
|
Nine
Months Ended
|
||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
||
2009
|
2008
|
2009
|
2008
|
||
Income
(loss) from continuing operations
|
$
2,859
|
$
13,056
|
$
(21,212)
|
$
40,593
|
|
Income
from discontinued operations, net of tax
|
4,585
|
98
|
4,866
|
$392
|
|
Net
income (loss)
|
$ 7,444
|
$
13,154
|
$
(16,346)
|
$
40,985
|
|
Unrealized
holding gains (losses) on investment securities, net of
tax
|
12,901
|
69
|
13,777
|
(3,294)
|
|
Reclassification
adjustments for gains included in net income (loss), net of
tax
|
(2)
|
-
|
(8,964)
|
(719)
|
|
Other
comprehensive income (loss), net of tax
|
12,899
|
69
|
4,813
|
(4,013)
|
|
Comprehensive
income (loss)
|
$
20,343
|
$
13,223
|
$
(11,533)
|
$
36,972
|
NOTE
4. EARNINGS (LOSS) PER SHARE
Earnings
(loss) per common share is computed using the two-class method. Basic
earnings (loss) per common share is computed by dividing net income by the
weighted-average number of common shares outstanding during the applicable
period, excluding outstanding participating securities. Participating
securities include non-vested restricted stock awards and restricted stock
units, though no actual shares of common stock related to restricted stock units
have been issued. Non-vested restricted stock awards and restricted
stock units are considered participating securities to the extent holders of
these securities receive non-forfeitable dividends or dividend equivalents at
the same rate as holders of the Company’s common stock. Diluted
earnings per share is computed using the weighted-average number of shares
determined for the basic earnings per common share computation plus the dilutive
effect of stock compensation using the treasury stock method. Due to
the net loss for the nine months ended September 30, 2009, all of the dilutive
stock based awards are considered anti-dilutive and not included in the
computation of diluted earnings (loss) per share.
The
following table presents a reconciliation of the number of shares used in the
calculation of basic and diluted earnings (loss) per common share (amounts in
thousands, except common share data).
Three
Months Ended
|
Nine
Months Ended
|
||||||
September
30,
|
September
30,
|
||||||
2009
|
2008
|
2009
|
2008
|
||||
Distributed
earnings allocated to common stock
|
$
373
|
$
6,267
|
$
4,912
|
$
18,948
|
|||
Undistributed
earnings (loss) allocated to common stock
|
2,472
|
6,705
|
(26,004)
|
21,431
|
|||
Net
earnings (loss) from continuing operations allocated to common
stock
|
2,845
|
12,972
|
(21,092)
|
40,379
|
|||
Net
earnings from discontinued operations allocated to common
stock
|
4,585
|
98
|
4,866
|
392
|
|||
Less:
Preferred stock dividends and discount accrection
|
2,589
|
-
|
7,707
|
-
|
|||
Net
earnings (loss) allocated to common stock
|
4,841
|
13,070
|
(23,933)
|
40,771
|
|||
Net
earnings (loss) allocated to participating securities
|
14
|
84
|
(120)
|
214
|
|||
Net
income (loss) allocated to common stock and participating
securities
|
$
4,855
|
$
13,154
|
$
(24,053)
|
$
40,985
|
|||
Weighted
average shares outstanding for basic earnings per common
share
|
39,104,894
|
34,732,633
|
36,597,280
|
34,682,065
|
|||
Dilutive
effect of stock compensation
|
194,274
|
341,664
|
154,458
|
378,680
|
|||
Weighted
average shares outstanding for diluted earnings per common
share
|
39,299,168
|
35,074,297
|
36,751,738
|
35,060,745
|
|||
Basic
earnings (loss) per common share from continuing
operations
|
$
0.07
|
$
0.38
|
$
(0.58)
|
$
1.17
|
|||
Basic
earnings per common share from discontinued operations
|
$
0.12
|
$
0.00
|
$ 0.13
|
$
0.01
|
|||
Impact
of preferred stock dividends on basic earnings (loss) per common
share
|
$ (0.07)
|
$
0.00
|
$
(0.21)
|
$
0.00
|
|||
Basic
earnings (loss) per common share
|
$
0.12
|
$
0.38
|
$
(0.65)
|
$
1.18
|
|||
Diluted
earnings (loss) per common share from continuing
operations
|
$
0.07
|
$
0.38
|
$
(0.58)
|
$
1.16
|
|||
Diluted
earnings per common share from discontinued operations
|
$
0.12
|
$
0.00
|
$
0.13
|
$
0.01
|
|||
Impact
of preferred stock dividends on diluted earnings (loss) per common
share
|
$
(0.07)
|
$
0.00
|
$
(0.21)
|
$
0.00
|
|||
Diluted
earnings (loss) per common share
|
$
0.12
|
$
0.38
|
$
(0.65)
|
$
1.17
|
NOTE
5. INVESTMENT SECURITIES
Carrying
amounts and fair values of investment securities available for sale are
summarized as follows (in thousands):
Gross
|
Gross
|
|||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||
Available
for sale
|
Cost
|
Gains
|
Losses
|
Value
|
||||
September
30, 2009:
|
||||||||
U.S.
Government sponsored agencies and enterprises
|
$
322,620
|
$
1,385
|
$
(36)
|
$
323,969
|
||||
Bank
notes issued through the TLGP(1)
|
1,628,495
|
222
|
(325)
|
1,628,392
|
||||
States
and political subdivisions
|
372,772
|
23,661
|
(309)
|
396,124
|
||||
Residential
mortgage-backed securities
|
1,625,378
|
11,441
|
(544)
|
1,636,275
|
||||
Corporate
bonds
|
6,381
|
-
|
-
|
6,381
|
||||
Equity
securities
|
3,742
|
97
|
-
|
3,839
|
||||
Totals
|
$
3,959,388
|
$
36,806
|
$
(1,214)
|
$
3,994,980
|
||||
December
31, 2008:
|
||||||||
U.S.
Government sponsored agencies
|
$
171,385
|
$ 7,988
|
$
-
|
$
179,373
|
||||
States
and political subdivisions
|
417,608
|
12,585
|
(2,194)
|
427,999
|
||||
Residential
mortgage-backed securities
|
682,679
|
8,597
|
(991)
|
690,285
|
||||
Corporate
bonds
|
34,546
|
34
|
(15)
|
34,565
|
||||
Equity
securities
|
3,595
|
11
|
-
|
3,606
|
||||
Debt
securities issued by foreign governments
|
301
|
1
|
-
|
302
|
||||
Totals
|
$
1,310,114
|
$
29,216
|
$
(3,200)
|
$
1,336,130
|
(1)
|
Represents
bank notes that are guaranteed by the FDIC under the Temporary Liquidity
Guarantee Program (TLGP).
|
The
increase in government sponsored agencies and the addition of bank
notes issued through the TLGP was a result of the acquisition of certain
assets of Corus. A majority of the investment securities acquired in
the Corus transaction are expected to be sold to fund the redemption/run-off of
out-of-market Corus certificates of deposit and money market
accounts. See Note 10. The increase in mortgage-backed
securities was a result of deploying cash acquired in the Corus
transaction.
Unrealized
losses on investment securities available for sale and the fair value of the
related securities at September 30, 2009 are summarized as follows (in
thousands):
Less
Than 12 Months
|
12
Months or More
|
Total
|
||||||||||
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
|||||||
Value
|
Losses
|
Value
|
Losses
|
Value
|
Losses
|
|||||||
U.S.
Government sponsored agencies and enterprises
|
$
255,044
|
$
(36)
|
$
-
|
$
-
|
$
255,044
|
$ (36)
|
||||||
Bank
notes issued through the TLGP
|
429,193
|
(325)
|
-
|
-
|
429,193
|
(325)
|
||||||
States
and political subdivisions
|
8,125
|
(79)
|
4,628
|
(230)
|
12,753
|
(309)
|
||||||
Residential
mortgage-backed securities
|
205,946
|
(537)
|
922
|
(7)
|
206,868
|
(544)
|
||||||
Totals
|
$
898,308
|
$
(977)
|
$
5,550
|
$
(237)
|
$
903,858
|
$
(1,214)
|
||||||
The total number of security positions
in the investment portfolio in an unrealized loss position at September 30, 2009
was 68.Declines in the
fair value of available-for-sale securities below their cost that are deemed to
be other than temporary are reflected in earnings as realized losses to the
extent the impairment is related to credit losses. The amount of the impairment
related to other factors is recognized in other comprehensive income. In
estimating other-than-temporary impairment losses, management considers, among
other things, (i) the length of time and the extent to which the fair value
has been less than cost, (ii) the financial condition and near-term
prospects of the issuer, and (iii) the intent and ability of the Company to
retain its investment in the issuer for a period of time sufficient to allow for
any anticipated recovery in cost.
Management
has the ability and intent to hold the securities in the table above until they
mature, at which time the Company expects to receive full value for the
securities. Furthermore, as of September 30, 2009, management does not have
the intent to sell any of the securities classified as available for sale in the
table above and believes that it is more likely than not that the Company will
not have to sell any such securities before a recovery of cost. The unrealized
losses are largely due to increases in market interest rates over the yields
available at the time the underlying securities were purchased. The fair value
is expected to recover as the bonds approach their maturity date or repricing
date or if market yields for such investments decline. Management does not
believe any of the securities are impaired due to reasons of credit quality.
Accordingly, as of September 30, 2009, management believes the impairments
detailed in the table above are temporary and no impairment loss has been
realized in the Company’s consolidated income statement.
Realized
net gains (losses) on sale of investment securities available for sale are
summarized as follows (in thousands):
Three
Months Ended
|
Nine
Months Ended
|
|||||||
September
30,
|
September
30,
|
|||||||
2009
|
2008
|
2009
|
2008
|
|||||
Realized
gains
|
$
231
|
$
-
|
$
14,090
|
$
1,112
|
||||
Realized
losses
|
(228)
|
-
|
(300)
|
(6)
|
||||
Net
gains (losses)
|
$
3
|
$
-
|
$
13,790
|
$
1,106
|
The
amortized cost and fair value of investment securities available for sale as of
September 30, 2009 by contractual maturity are shown
below. Maturities may differ from contractual maturities in
mortgage-backed securities because the mortgages underlying the securities may
be called or repaid without any penalties.
Therefore,
mortgage-backed securities are not included in the maturity categories in the
following maturity summary.
Amortized
|
Fair
|
|||
(In
thousands)
|
Cost
|
Value
|
||
Due
in one year or less
|
$
151,184
|
$
151,809
|
||
Due
after one year through five years
|
1,858,650
|
1,862,815
|
||
Due
after five years through ten years
|
258,982
|
275,629
|
||
Due
after ten years
|
61,434
|
64,613
|
||
Equity
securities
|
3,742
|
3,839
|
||
Mortgage-backed
securities
|
1,625,378
|
1,636,275
|
||
Totals
|
$
3,959,370
|
$
3,994,980
|
Investment
securities available for sale with carrying amounts of $711.4 million and $765.9
million at September 30, 2009 and December 31, 2008, respectively, were pledged
as collateral on public deposits and for other purposes as required or permitted
by law.
NOTE
6. LOANS
Information
about non-homogenous impaired loans, excluding loans held for sale, as of
September 30, 2009 and December 31, 2008 is as follows (in
thousands):
September
30,
|
December
31,
|
|||
2009
|
2008
|
|||
Impaired
loans for which there were specific related allowance for loan
losses
|
$
269,499
|
$
143,423
|
||
Related
allowance for loan losses
|
$
83,650
|
$
52,112
|
(1)
|
Excludes
purchased credit-impaired loans that were acquired as part of our
Heritage, InBank, and Corus transactions. See definition of
“purchased credit-impaired loans”
below.
|
A
reconciliation of the activity in the allowance for loan losses follows (in
thousands):
Three
Months Ended
|
Nine
Months Ended
|
|||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|||
2009
|
2008
|
2009
|
2008
|
|||
Balance
at the beginning of period
|
$
181,356
|
$
82,544
|
$
144,001
|
$
65,103
|
||
Provision
for loan losses
|
45,000
|
18,400
|
161,800
|
53,140
|
||
Charge-offs:
|
||||||
Commercial
loans
|
(20,037)
|
(6,231)
|
(37,222)
|
(11,739)
|
||
Commercial
loans collateralized by assignment
|
||||||
of
lease payments (lease loans)
|
(269)
|
(482)
|
(5,074)
|
(818)
|
||
Commercial
real estate loans
|
(2,006)
|
(2,292)
|
(26,943)
|
(7,796)
|
||
Construction
real estate
|
(14,914)
|
(2,110)
|
(44,355)
|
(7,796)
|
||
Residential
real estate
|
(290)
|
(315)
|
(894)
|
(433)
|
||
Indirect
vehicle
|
(937)
|
(499)
|
(2,761)
|
(1,494)
|
||
Home
equity
|
(650)
|
(628)
|
(2,208)
|
(1,298)
|
||
Consumer
loans
|
(358)
|
(167)
|
(645)
|
(426)
|
||
Total
charge-offs
|
(39,461)
|
(12,724)
|
(120,102)
|
(31,800)
|
||
Recoveries:
|
||||||
Commercial
loans
|
71
|
132
|
148
|
537
|
||
Commercial
loans collateralized by assignment
|
||||||
of
lease payments (lease loans)
|
-
|
-
|
-
|
-
|
||
Commercial
real estate loans
|
5
|
257
|
29
|
266
|
||
Construction
real estate
|
2,042
|
40
|
2,802
|
951
|
||
Residential
real estate
|
9
|
1
|
41
|
12
|
||
Indirect
vehicle
|
194
|
152
|
455
|
509
|
||
Home
equity
|
13
|
48
|
45
|
115
|
||
Consumer
loans
|
3
|
13
|
13
|
30
|
||
Total
recoveries
|
2,337
|
643
|
3,533
|
2,420
|
||
Total
net charge-offs
|
(37,124)
|
(12,081)
|
(116,569)
|
(29,380)
|
||
Balance
|
$
189,232
|
$
88,863
|
$
189,232
|
$
88,863
|
See
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Third Quarter Results” and “ – Year-to-Date Results” in Item II
below for further analysis of our provision for loan losses and
charge-offs.
Purchased
loans acquired in a business combination, including loans purchased in the
Heritage, InBank, and Corus transactions, are recorded at estimated fair value
on their purchase date without a carryover of the related allowance for loan
losses. Purchased credit-impaired loans are loans that have evidence
of credit deterioration since origination and it is probable at the date of
acquisition that the Company will not collect all contractually required
principal and interest payments. Evidence of credit quality
deterioration as of the purchase date may include factors such as past due and
non-accrual status. The difference between contractually required
payments at acquisition and the cash flows expected to be collected at
acquisition is referred to as the non-accretable
difference. Subsequent decreases to the expected cash flows will
generally result in a provision for loan losses. Subsequent increases
in cash flows result in a reversal of the provision for loan losses to the
extent of prior charges or a reclassification of the difference from
non-accretable to accretable with a positive impact on interest
income. Further, any excess of cash flows expected at acquisition
over the estimated fair value is referred to as the accretable yield and is
recognized into interest income over the remaining life of the loan when there
is a reasonable expectation about the amount and timing of such cash
flows.
In our
acquisition of Heritage (see Note 2), the preliminary fair value of purchased
credit-impaired loans, on the acquisition date, was determined based on assigned
risk ratings, expected cash flows and the fair value of the loan
collateral. The fair value of loans that were not credit-impaired was
determined based on preliminary estimates of losses on defaults. Due
to the loss sharing agreement with the FDIC for the Heritage transaction, the
Bank recorded a receivable from the FDIC equal to the corresponding
reimbursement percentages on the estimated losses embedded in the loan
portfolio. The carrying amount of covered loans at September 30,
2009, consisted of purchased credit-impaired loans and non-credit-impaired loans
as shown in the following table (in thousands):
Purchased
Credit-Impaired Loans
|
Purchased
Non-Credit-Impaired Loans
|
Total
|
|
Commercial
related loans
|
$
40,770
|
$
20,072
|
$
60,842
|
Other
loans
|
3,178
|
27,210
|
30,388
|
Total
covered loans
|
$
43,948
|
$47,282
|
$91,230
|
Estimated
reimbursable amounts from the
|
|||
FDIC
under the loss-share agreement
|
$
9,171
|
$
22,182
|
$
31,353
|
Estimated
reimbursable amounts from the FDIC related to purchased credit-impaired loans
has decreased by more than $20 million since inception of the loss share
arrangement, as losses have been reimbursed by the FDIC. The
reimbursable amount allocated to purchased non-credit-impaired loans is a result
of the uncertainty of collections on loans currently performing.
The
following table presents information regarding the preliminary estimates of the
contractually required payments receivable, the cash flows expected to be
collected, and the estimated fair value of the loans acquired in the Heritage,
InBank and Corus transactions, as of the closing dates for those transactions
(in thousands):
Heritage
|
InBank
|
Corus
|
|||||||
February
27, 2009
|
September
4, 2009
|
September
11, 2009
|
|||||||
Purchased
Credit-Impaired Loans
|
Purchased
Non-Credit-Impaired Loans
|
Purchased
Credit-Impaired Loans
|
Purchased
Non-Credit-Impaired Loans
|
Purchased
Credit-Impaired Loans
|
Purchased
Non-Credit-Impaired Loans
|
||||
Contractually
required payments
|
|||||||||
Commercial
related loans
|
$
85,341
|
$
37,871
|
$
95,786
|
$
20,785
|
$
1,946
|
$
27,278
|
|||
Other
loans
|
7,842
|
61,435
|
12,261
|
32,139
|
-
|
-
|
|||
Total
|
$
93,183
|
$
99,306
|
$
108,047
|
$
52,924
|
$
1,946
|
$
27,278
|
|||
Cash
flows expected to be collected
|
|||||||||
Commercial
related loans
|
$
42,680
|
$
24,334
|
$
51,325
|
$
18,669
|
$
1,252
|
$
26,636
|
|||
Other
loans
|
3,448
|
42,616
|
10,009
|
28,915
|
-
|
-
|
|||
Total
|
$
46,128
|
$
66,950
|
$
61,334
|
$
47,584
|
$
1,252
|
$
26,636
|
|||
Fair
value of loans acquired
|
|||||||||
Commercial
related loans
|
$
42,586
|
$
19,273
|
$
46,983
|
$
17,511
|
$
1,252
|
$
24,832
|
|||
Other
loans
|
3,405
|
27,203
|
9,450
|
26,688
|
-
|
-
|
|||
Total
|
$
45,991
|
$
46,476
|
$
56,433
|
$
44,199
|
$
1,252
|
$
24,832
|
These
amounts were determined based upon the estimated remaining life of the
underlying loans, which include the effects of estimated
prepayments. At September 30, 2009, a majority of the purchased
credit-impaired loans were valued based on the liquidation value of the
underlying collateral. There was no allowance for credit losses
related to these purchased credit-impaired loans at September 30,
2009. Certain amounts related to the purchased loans are preliminary
estimates. The Company expects to finalize its analysis of these
loans within twelve months of the acquisition dates and, therefore, adjustments
to the estimated amounts may occur.
NOTE
7. GOODWILL AND INTANGIBLES
The
excess of the cost of an acquisition over the fair value of the net assets
acquired consists of goodwill, and core deposit and client relationship
intangibles. Under ASC Topic 350, goodwill is subject to at least
annual assessments for impairment by applying a fair value based
test. The Company reviews goodwill and other intangible assets to
determine potential impairment annually, or more frequently if events and
circumstances indicate that the asset might be impaired, by comparing the
carrying value of the asset with the anticipated future cash flows.
The
Company’s annual assessment date is as of December 31. No impairment
losses were recognized during the nine months ended September 30, 2009 or
2008. Goodwill is tested for impairment at the reporting unit
level. A reporting unit is a majority owned subsidiary of the Company
for which discrete financial information is available and regularly reviewed by
management. MB Financial Bank is currently the Company’s only
applicable reporting unit for purposes of testing goodwill
impairment.
The
following table presents the changes in the carrying amount of goodwill during
the nine months ended September 30, 2009 and the year ended December 31, 2008
(in thousands):
September
30,
|
December
31,
|
|||
2009
|
2008
|
|||
Balance
at the beginning of the period
|
$
387,069
|
$
379,047
|
||
Goodwill
from business combinations
|
-
|
8,022
|
||
Balance
at the end of period
|
$
387,069
|
$
387,069
|
The
Company has other intangible assets consisting of core deposit and client
relationship intangibles that had, as of September 30, 2009, a remaining
weighted average amortization period of approximately five years. The
following table presents the changes during the nine months ended September 30,
2009 in the carrying amount of core deposit and client relationship intangibles,
gross carrying amount, accumulated amortization, and net book value as of
September 30, 2009 (in thousands):
September
30,
|
|
2009
|
|
Balance
at beginning of period
|
$
25,776
|
Amortization
expense
|
(2,841)
|
Other
intangibles from business combinations (1)
|
16,422
|
Balance
at end of period
|
$
39,357
|
Gross
carrying amount
|
$
67,894
|
Accumulated
amortization
|
(28,537)
|
Net
book value
|
$
39,357
|
(1)
|
See
Note 2 for additional information.
|
The
following presents the estimated future amortization expense of other intangible
assets (in thousands):
Amount
|
|||
Year
ending December 31,
|
|||
2009
|
$
1,563
|
||
2010
|
5,772
|
||
2011
|
4,847
|
||
2012
|
4,547
|
||
2013
|
4,082
|
||
Thereafter
|
18,546
|
||
$
39,357
|
NOTE
8. NEW AUTHORITATIVE ACCOUNTING
GUIDANCE
As
discussed in Note 1 – Basis of Presentation, on July 1, 2009, the
Accounting Standards Codification became FASB’s officially recognized source of
authoritative U.S. generally accepted accounting principles applicable to all
public and non-public non-governmental entities, superseding existing FASB,
AICPA, EITF and related literature. Rules and interpretive releases of the SEC
under the authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. All other accounting literature is considered
non-authoritative. The switch to the ASC affects the way companies refer to U.S.
GAAP in financial statements and accounting policies. Citing particular content
in the ASC involves specifying the unique numeric path to the content through
the Topic, Subtopic, Section and Paragraph structure.
ASC Topic 715, “Compensation -
Retirement Benefits.” New authoritative accounting guidance under ASC
Topic 715, “Compensation - Retirement Benefits,” provides guidance related to an
employer’s disclosures about plan assets of defined benefit pension or other
post-retirement benefit plans. Under ASC Topic 715, disclosures should provide
users of financial statements with an understanding of how investment allocation
decisions are made, the factors that are pertinent to an understanding of
investment policies and strategies, the major categories of plan assets, the
inputs and valuation techniques used to measure the fair value of plan assets,
the effect of fair value measurements using significant unobservable inputs on
changes in plan assets for the period and significant concentrations of risk
within plan assets. The disclosures required by ASC Topic 715 will be included
in the Company’s financial statements beginning with the financial statements
for the year-ended December 31, 2009 and is not expected to have a
significant impact on the Company’s financial statements.
ASC Topic 810,
“Consolidation.” New authoritative accounting guidance under ASC Topic
810, “Consolidation,” amends prior guidance to change how a company determines
when an entity that is insufficiently capitalized or is not controlled through
voting (or similar rights) should be consolidated. The determination of whether
a company is required to consolidate an entity is based on, among other things,
an entity’s purpose and design and a company’s ability to direct the activities
of the entity that most significantly impact the entity’s economic performance.
The new authoritative accounting guidance requires additional disclosures about
the reporting entity’s involvement with variable-interest entities and any
significant changes in risk exposure due to that involvement as well as its
effect on the entity’s financial statements. The new authoritative accounting
guidance under ASC Topic 810 will be effective January 1,
2010. Management is currently evaluating the new authoritative
guidance under ASC Topic 810 and its potential effect on the Company’s financial
statements.
ASC Topic 820, “Fair Value
Measurements and Disclosures.” New authoritative accounting guidance
under ASC Topic 820, “Fair Value Measurements and Disclosures,” provides
guidance for measuring the fair value of a liability in circumstances in which a
quoted price in an active market for the identical liability is not available.
In such instances, a reporting entity is required to measure fair value
utilizing a valuation technique that uses (i) the quoted price of the
identical liability when traded as an asset, (ii) quoted prices for similar
liabilities or similar liabilities when traded as assets, or (iii) another
valuation technique that is consistent with the existing principles of ASC Topic
820, such as an income approach or market approach. The new authoritative
accounting guidance also clarifies that when estimating the fair value of a
liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of the liability. The forgoing new authoritative
accounting guidance under ASC Topic 820 will be effective for the Company’s
financial statements beginning October 1, 2009 and is not expected to have
a significant impact on the Company’s financial statements.
ASC Topic 825, “Financial
Instruments.” New authoritative accounting guidance under ASC Topic 825,
“Financial Instruments,” requires an entity to provide disclosures about the
fair value of financial instruments in interim financial information and amends
prior guidance to require those disclosures in summarized financial information
at interim reporting periods. The new interim disclosures required under Topic
825 are included in Note 16 - Fair Value of Financial Instruments.
ASC Topic 860, “Transfers and
Servicing.” New authoritative accounting guidance under ASC Topic 860,
“Transfers and Servicing,” amends prior accounting guidance to enhance reporting
about transfers of financial assets, including securitizations, and where
companies have continuing exposure to the risks related to transferred financial
assets. The new authoritative accounting guidance eliminates the concept of a
“qualifying special-purpose entity” and changes the requirements for
derecognizing financial assets. The new authoritative accounting guidance also
requires additional disclosures about all continuing involvements with
transferred financial assets including information about gains and losses
resulting from transfers during the period. The new authoritative accounting
guidance under ASC Topic 860 will be effective January 1,
2010. Management is currently evaluating the new authoritative
guidance under ASC Topic 860 and its potential effect on the Company’s financial
statements.
NOTE
9. STOCK-BASED COMPENSATION
ASC Topic
718 requires that the grant date fair value of equity awards to employees be
recognized as compensation expense over the period during which an employee is
required to provide service in exchange for such award.
The
following table summarizes the impact of the Company’s share-based payment plans
in the financial statements for the periods shown (in
thousands):
Three
Months Ended
|
Nine
Months Ended
|
|||||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|||||
2009
|
2008
|
2009
|
2008
|
|||||
Total
cost of share-based payment plans during the year
|
$
1,474
|
$
1,616
|
$
3,871
|
$
3,887
|
||||
Amount
of related income tax benefit recognized in income
|
$
561
|
$
460
|
$
1,478
|
$
1,227
|
The
Company adopted the Omnibus Incentive Plan (the “Omnibus Plan”) in
1997. In April 2007, the Omnibus Plan was modified to add 2,250,000
authorized shares for a total of 6,000,000 shares of common stock for issuance
to directors, officers, and employees of the Company or any of its
subsidiaries. As of September 30, 2009, there were 795,041 shares
available for grant. Grants under the Omnibus Plan can be in the form
of options intended to be incentive stock options, non-qualified stock options,
stock appreciation rights, restricted stock, restricted stock units, performance
shares, performance units, and other stock-based awards and cash
awards.
During
the third quarter of 2009, the Company issued 164,401 shares of
performance-based restricted stock. Because the performance component
of the vesting terms has been satisfied, which required that the closing price
of the Company’s common stock be at least $18.14 (150% of the closing price on
the grant date) for ten consecutive trading days, these restricted stock awards
generally will vest in full in the third quarter of 2012, on the third
anniversary of the grant date. The terms of each award also include
certain restrictions that may be applicable to the award recipient to the extent
necessary to ensure that the award complies with the limitations on compensation
to which the Company is currently subject as a result of its participation in
the TARP Capital Purchase Program of the U.S. Department of the
Treasury. These restrictions, to the extent applicable, could result
in a reduction in the number of shares comprising the award and/or affect the
vesting of the award and transferability of the shares. A Monte Carlo
simulation model was used to value the performance based restricted stock awards
at the time of issuance. Inputs are similar to those used to value
stock options, discussed below.
Annual
equity-based incentive awards are typically granted to selected officers and
employees during the second or third quarter. Options are granted
with an exercise price equal to no less than the market price of the Company’s
shares at the date of grant; those option awards generally vest based on four
years of continuous service and have 10-year contractual
terms. Options may also be granted at other times throughout the year
in connection with the recruitment of new officers and
employees. Restricted shares granted to officers and employees
typically vest over a two to three year period. Directors currently
may elect, in lieu of cash, to receive up to 70% of their fees in stock options
with a five-year term which are fully vested on the grant date (provided that
the director may not sell the underlying shares for at least six months after
the grant date), and up to 100% of their fees in restricted stock, which vests
one year after the grant date.
The
following table provides information about options outstanding for the nine
months ended September 30, 2009:
Weighted
|
|||||||||
Average
|
|||||||||
Weighted
|
Remaining
|
Aggregate
|
|||||||
Average
|
Contractual
|
Intrinsic
|
|||||||
Number
of
|
Exercise
|
Term
|
Value
|
||||||
Options
|
Price
|
(In
Years)
|
(In
millions)
|
||||||
Options
outstanding as of December 31, 2008
|
3,241,278
|
$
29.44
|
|||||||
Granted
|
132,138
|
$
12.41
|
|||||||
Exercised
|
(35,028)
|
$
9.66
|
|||||||
Expired
or cancelled
|
(79,709)
|
$
29.05
|
|||||||
Forfeited
|
(26,293)
|
$
32.99
|
|||||||
Options
outstanding as of September 30, 2009
|
3,232,386
|
$
28.94
|
5.98
|
$
2.4
|
|||||
Options
exercisable as of September 30, 2009
|
1,508,874
|
$
28.85
|
3.46
|
$
1.5
|
The fair
value of each option award is estimated on the date of grant using the
Black-Scholes option pricing model based on certain
assumptions. Expected volatility is based on historical volatilities
of Company shares, and expected future fluctuations. The risk free
rate for periods within the contractual term of the option is based on the U.S.
Treasury yield curve in effect at the time of the grant. The expected
life of options is estimated based on historical employee behavior and
represents the period of time that options granted are expected to remain
outstanding.
The
following assumptions were used for options granted during the nine month period
ended September 30, 2009:
September
30,
|
||
2009
|
||
Expected
volatility
|
35.45%
|
|
Risk
free interest rate
|
2.76%
|
|
Dividend
yield
|
1.29%
|
|
Expected
life
|
6
years
|
|
Weighted
average fair value per option of options granted during the
period
|
$
4.08
|
The total
intrinsic value of options exercised during the nine months ended September 30,
2009 and 2008 was $82 thousand and $1.8 million, respectively.
The
following is a summary of changes in nonvested shares of restricted stock and
nonvested restricted stock units for the nine months ended September 30,
2009:
Number
of
|
Weighted
Average
|
||||
Shares
|
Grant
Date Fair Value
|
||||
Shares
Outstanding at December 31, 2008
|
222,233
|
$
29.29
|
|||
Granted
|
343,084
|
10.18
|
|||
Vested
|
(43,085)
|
34.53
|
|||
Cancelled
|
(5,742)
|
28.09
|
|||
Shares
Outstanding at September 30, 2009
|
516,490
|
$
16.17
|
As of
September 30, 2009, there was $9.4 million of total unrecognized compensation
cost related to nonvested share-based compensation arrangements (including share
option and nonvested share awards) granted under the Omnibus Plan.
NOTE
10. DEPOSITS
The
following table sets forth the composition of our deposits at the dates
indicated (dollars in thousands):
At
September 30,
|
At
December 31,
|
|||||
2009
|
2008
|
|||||
Amount
|
Percent
|
Amount
|
Percent
|
|||
Demand
deposits, noninterest bearing
|
$
2,925,714
|
25.60%
|
$
960,117
|
14.78%
|
||
NOW
and money market accounts
|
3,269,505
|
28.60%
|
1,465,436
|
22.56%
|
||
Savings
deposits
|
570,974
|
5.00%
|
367,684
|
5.66%
|
||
Certificates
of deposit
|
3,968,177
|
34.72%
|
2,604,565
|
40.10%
|
||
Public
funds deposit
|
112,554
|
0.98%
|
232,994
|
3.59%
|
||
Brokered
deposit accounts
|
583,143
|
5.10%
|
864,775
|
13.31%
|
||
Total
|
$
11,430,067
|
100.00%
|
$
6,495,571
|
100.00%
|
The
increase in deposit balances from December 31, 2008 to September 30, 2009 was
primarily a result of assuming the deposits of Corus. The following
table presents by deposit category, the amounts of deposits assumed in the Corus
transaction as of the dates indicated (dollar amounts in
thousands):
September
11,
|
September
30,
|
||
2009
|
2009
|
||
Non-interest
bearing deposits
|
$
367,414
|
$
1,699,913
|
|
NOW
and money market accounts
|
1,570,314
|
1,407,440
|
|
Savings
deposits
|
98,408
|
96,813
|
|
Certificates
of deposit
|
4,440,320
|
1,641,898
|
|
Contractual
balance of deposits assumed
|
$
6,476,456
|
$
4,846,064
|
Shortly
after the transaction closing on September 11, 2009, we issued checks to almost
all out-of-market Corus certificate of deposit holders of approximately $2.4
billion for the redemption of these deposits. Approximately $1.0
billion of the holders cashed their redemption checks prior to September 30,
2009. Interest rates on some in-market Corus certificates of deposits
were reduced shortly after the transaction closing, resulting in additional
run-off of certificates of deposit. Additionally, interest rates on
almost all out-of-market Corus money market accounts were reduced to 5 basis
points in September 2009. We define “out-of-market” deposits as
deposits held by customers who do not reside in zip codes inside or adjacent to
our branch footprint.
NOTE
11. SHORT-TERM BORROWINGS
Short-term
borrowings are summarized as follows as of September 30, 2009 and December 31,
2008 (dollars in thousands):
September
30,
|
December
31,
|
||||||
2009
|
2008
|
||||||
Weighted
|
Weighted
|
||||||
Average
|
Average
|
||||||
Interest
Rate
|
Amount
|
Interest
Rate
|
Amount
|
||||
Federal
funds purchased
|
-
|
$
-
|
0.68%
|
$
5,000
|
|||
Federal
Reserve Term Auction Funds
|
0.25%
|
100,000
|
0.42%
|
100,000
|
|||
Assets
under agreements to repurchase
|
0.55%
|
236,162
|
0.48%
|
282,832
|
|||
Federal
Home Loan Bank Advances
|
3.36%
|
100,766
|
2.46%
|
100,787
|
|||
1.13%
|
$
436,928
|
0.88%
|
$
488,619
|
The
Company uses the Federal Reserve Term Auction Funds for short-term
funding. Each auction is for a fixed amount and the rate is
determined by the auction process. These borrowings are primarily
collateralized by commercial and indirect vehicle loans with unpaid principal
balances aggregating no less than 200% of the outstanding advances from the
Federal Reserve Term Auction.
Securities
sold under agreements to repurchase are agreements in which the Company acquires
funds by selling assets to another party under a simultaneous agreement to
repurchase the same assets at a specified price and date. The Company
enters into repurchase agreements and also offers a demand deposit account
product to customers that sweeps their balances in excess of an agreed upon
target amount into overnight repurchase agreements.
The
Company had Federal Home Loan Bank advances with maturity dates less than one
year consisting of $100.8 million in fixed rate advances at September 30, 2009
and December 31, 2008. At September 30, 2009, fixed rate advances had
effective interest rates ranging from 3.35% to 4.22% and are subject to a
prepayment fee. At September 30, 2009, the advances had maturities
ranging from November 2009 to January 2010.
A
collateral pledge agreement exists whereby at all times, the Company must keep
on hand, free of all other pledges, liens, and encumbrances, first mortgage
loans and home equity loans with unpaid principal balances aggregating no less
than 133% for first mortgage loans and 200% for home equity loans of the
outstanding advances from the Federal Home Loan Bank. The Company had
$477.2 million and $405.0 million, as of September 30, 2009 and December 31,
2008, respectively, of loans pledged as collateral for short-term and long-term
Federal Home Loan Bank advances. Additionally, as of September 30,
2009 and December 31, 2008, the Company had $37.3 million and $181.0 million,
respectively, of investment securities pledged as collateral for short-term and
long-term advances from the Federal Home Loan Bank.
NOTE
12. LONG-TERM BORROWINGS
The
Company had Federal Home Loan Bank advances with original contractual maturities
greater than one year of $228.6 million and $352.5 million at September 30, 2009
and December 31, 2008, respectively. As of September 30, 2009, the
advances had fixed terms with effective interest rates, net of discounts,
ranging from 3.26% to 5.87%. At September 30, 2009, the advances had
maturities ranging from June 2011 to April 2035.
The
Company had notes payable to banks totaling $21.9 million and $27.7 million at
September 30, 2009 and December 31, 2008, respectively, which as of September
30, 2009, were accruing interest at rates ranging from 3.90% to
10.00%. Lease investments includes equipment with an amortized cost
of $28.7 million and $34.8 million at September 30, 2009 and December 31, 2008,
respectively, that is pledged as collateral on these notes.
The
Company had a $40 million ten year structured repurchase agreement which is
non-putable until 2011 as of September 30, 2009. The borrowing
agreement floats at 3-month LIBOR less 37 basis points and reprices
quarterly. The counterparty to the repurchase agreement has a
one-time put option in 2011. If the option is not exercised, the
repurchase agreement converts to a fixed rate borrowing at 4.75% for the
remaining term, which would expire in 2016.
MB
Financial Bank has a $50 million outstanding subordinated debt
facility. Interest is payable at a rate of 3 month LIBOR +
1.70%. The debt matures on October 1, 2017.
NOTE
13. JUNIOR SUBORDINATED NOTES ISSUED TO CAPITAL
TRUSTS
The
Company has established statutory trusts for the sole purpose of issuing trust
preferred securities and related trust common securities. The
proceeds from such issuances were used by the trusts to purchase junior
subordinated notes of the Company, which are the sole assets of each
trust. Concurrently with the issuance of the trust preferred
securities, the Company issued guarantees for the benefit of the holders of the
trust preferred securities. The trust preferred securities are issues
that qualify, and are treated by the Company, as Tier 1 regulatory
capital. The Company owns all of the common securities of each
trust. The trust preferred securities issued by each trust rank
equally with the common securities in right of payment, except that if an event
of default under the indenture governing the notes has occurred and is
continuing, the preferred securities will rank senior to the common securities
in right of payment. FOBB Capital Trusts I and III were established
by First Oak Brook Bancshares, Inc. (FOBB) prior to the Company’s acquisition of
FOBB, and the junior subordinated notes issued by FOBB to FOBB Capital Trusts I
and III were assumed by the Company upon completion of the
acquisition.
The table
below summarizes the outstanding junior subordinated notes and the related trust
preferred securities issued by each trust as of September 30, 2009 (in
thousands):
Coal
City
|
MB
Financial
|
MB
Financial (3)
|
MB
Financial (4)
|
|||||
Capital
Trust I
|
Capital
Trust II
|
Capital
Trust III
|
Capital
Trust IV
|
|||||
Junior
Subordinated Notes:
|
||||||||
Principal
balance
|
$
25,774
|
$
36,083
|
$
10,310
|
$
20,619
|
||||
Annual
interest rate
|
3-mo
LIBOR +1.80%
|
3-mo
LIBOR +1.40%
|
3-mo
LIBOR +1.50%
|
3-mo
LIBOR +1.52%
|
||||
Stated
maturity date
|
September
1, 2028
|
September
15, 2035
|
September
23, 2036
|
September
15, 2036
|
||||
Call
date
|
September
1, 2008
|
September
15, 2010
|
September
23, 2011
|
September
15, 2011
|
||||
Trust
Preferred Securities:
|
||||||||
Face
Value
|
$
25,774
|
$
35,000
|
$
10,000
|
$
20,000
|
||||
Annual
distribution rate
|
3-mo
LIBOR +1.80%
|
3-mo
LIBOR +1.40%
|
3-mo
LIBOR +1.50%
|
3-mo
LIBOR +1.52%
|
||||
Issuance
date
|
July
1998
|
August
2005
|
July
2006
|
August
2006
|
||||
Distribution
dates (1)
|
Quarterly
|
Quarterly
|
Quarterly
|
Quarterly
|
||||
MB
Financial (4)
|
MB
Financial
|
FOBB
(2) (3)
|
FOBB
(2)
|
|||||
Capital
Trust V
|
Capital
Trust VI
|
Capital
Trust I
|
Capital
Trust III
|
|||||
Junior
Subordinated Notes:
|
||||||||
Principal
balance
|
$
30,928
|
$
23,196
|
$
6,186
|
$
5,155
|
||||
Annual
interest rate
|
3-mo
LIBOR +1.30%
|
3-mo
LIBOR +1.30%
|
10.60%
|
3-mo
LIBOR +2.80%
|
||||
Stated
maturity date
|
December
15, 2037
|
October
30, 2037
|
September
7, 2030
|
January
23, 2034
|
||||
Call
date
|
December
15, 2012
|
October
30, 2012
|
September
7, 2010
|
January
23, 2009
|
||||
Trust
Preferred Securities:
|
||||||||
Face
Value
|
$
30,000
|
$
22,500
|
$
6,000
|
$
5,000
|
||||
Annual
distribution rate
|
3-mo
LIBOR +1.30%
|
3-mo
LIBOR +1.30%
|
10.60%
|
3-mo
LIBOR +2.80%
|
||||
Issuance
date
|
September
2007
|
October
2007
|
September
2000
|
December
2003
|
||||
Distribution
dates (1)
|
Quarterly
|
Quarterly
|
Semi-annual
|
Quarterly
|
(1)
|
All
distributions are cumulative and paid in
cash.
|
(2)
|
Amount
does not include purchase accounting adjustments totaling a premium of
$461 thousand associated with FOBB Capital Trust I and
III.
|
(3)
|
Callable
at a premium through 2020.
|
(4)
|
Callable
at a premium through 2011.
|
The trust
preferred securities are subject to mandatory redemption, in whole or in part,
upon repayment of the junior subordinated notes at the stated maturity date or
upon redemption on a date no earlier than the call dates noted in the table
above. Prior to these respective redemption dates, the junior
subordinated notes may be redeemed by the Company (in which case the trust
preferred securities would also be redeemed) after the occurrence of certain
events that would have a negative tax effect on the Company or the trusts, would
cause the trust preferred securities to no longer qualify as Tier 1 capital, or
would result in a trust being treated as an investment company. Each
trust’s ability to pay amounts due on the trust preferred securities is solely
dependent upon the Company making payment on the related junior subordinated
notes. The Company’s obligation under the junior subordinated notes
and other relevant trust agreements, in aggregate, constitute a full and
unconditional guarantee by the Company of each trust’s obligations under the
trust preferred securities issued by each trust. The Company has the
right to defer payment of interest on the notes and, therefore, distributions on
the trust preferred securities, for up to five years, but not beyond the stated
maturity date in the table above. During any such deferral period the
Company may not pay cash dividends on its common stock or preferred stock and
generally may not repurchase its common stock or preferred stock.
NOTE
14. DERIVATIVE FINANCIAL INSTRUMENTS
ASC Topic
815 requires the Company to designate each derivative contract at inception as
either a fair value hedge or a cash flow hedge. Currently, the
Company has only fair value hedges in the portfolio. For fair value
hedges, the interest rate swaps are structured so that all of the critical terms
of the hedged items match the terms of the appropriate leg of the interest rate
swaps at inception of the hedging relationship. The Company tests
hedge effectiveness on a quarterly basis for all fair value
hedges. For prospective and retrospective hedge effectiveness, we use
the dollar offset approach. In periodically assessing retrospectively
the effectiveness of a fair value hedge in having achieved offsetting changes in
fair values under a dollar-offset approach, the Company uses a cumulative
approach on individual fair value hedges.
The
Company uses interest rate swaps to hedge its interest rate risk. The
Company had fair value commercial loan interest rate swaps and fair value
brokered deposit interest rate swaps with aggregate notional amounts of $10.3
million and $9.8 million, respectively, at September 30, 2009. For
fair value hedges, the changes in fair values of both the hedging derivative and
the hedged item were recorded in current earnings as other income and other
expense. When a fair value hedge no longer qualifies for hedge
accounting, previous adjustments to the carrying value of the hedged item are
reversed immediately to current earnings and the hedge is reclassified to a
trading position.
We also
offer various derivatives, including foreign currency forward contracts, to our
customers and offset our exposure from such contracts by purchasing other
financial contracts. The customer accommodations and any offsetting
financial contracts are treated as non-hedging derivative instruments which do
not qualify for hedge accounting. The notional amounts and fair
values of open foreign currency forward contracts were not significant at
September 30, 2009 and December 31, 2008.
Interest
rate swap contracts involve the risk of dealing with counterparties and their
ability to meet contractual terms. The net amount payable or
receivable under interest rate swaps is accrued as an adjustment to interest
income. The net amount payable for September 30, 2009 was
approximately $11 thousand and the net amount receivable for December 31, 2008
was approximately $596 thousand. The Company's credit exposure on
interest rate swaps is limited to the Company's net favorable value and interest
payments of all swaps to each counterparty. In such cases collateral
is required from the counterparties involved if the net value of the swaps
exceeds a nominal amount. At September 30, 2009, the Company's credit
exposure relating to interest rate swaps was not significant.
The
Company’s derivative financial instruments are summarized below as of September
30, 2009 and December 31, 2008 (dollars in thousands):
September
30, 2009
|
December
31, 2008
|
||||||||
Weighted
Average
|
|||||||||
Balance
Sheet
|
Notional
|
Estimated
|
Years
to
|
Receive
|
Pay
|
Notional
|
Estimated
|
||
Location
|
Amount
|
Fair
Value
|
Maturity
|
Rate
|
Rate
|
Amount
|
Fair
Value
|
||
Derivative
instruments designated as hedges of fair value:
|
|||||||||
Pay
fixed/receive variable swaps (1)
|
Other
liabilities
|
$
10,326
|
$
666
|
3.8
|
2.38%
|
6.23%
|
$
13,039
|
$
1,022
|
|
Receive
fixed/pay variable swaps (2)
|
Other
assets
|
9,770
|
175
|
0.4
|
4.20%
|
0.13%
|
57,177
|
631
|
|
Non-hedging
derivative instruments (3)
|
|||||||||
Pay
fixed/receive variable swaps
|
Other
liabilities
|
271,086
|
(17,028)
|
6.2
|
2.21%
|
5.99%
|
203,040
|
(24,169)
|
|
Pay
variable/receive fixed swaps
|
Other
assets
|
271,316
|
17,032
|
6.2
|
5.99%
|
2.21%
|
204,863
|
24,182
|
|
Total
portfolio swaps
|
$
562,498
|
$
845
|
6.1
|
4.07%
|
4.07%
|
$
478,119
|
$
1,666
|
||
(1)
Hedged fixed-rate commercial real estate loans
|
|||||||||
(2)
Hedges fixed-rate callable brokered deposits
|
|||||||||
(3)
These portfolio swaps are not designated as hedging instruments under
ASC.
|
Amounts
included in the consolidated statements of income related to interest rate
derivatives designated as hedges of fair value were as follows (dollars in
thousands):
Location
of Gain or (Loss)
|
||||||||||
Recognized
in Income on
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||
Derivatives
|
September
30,
|
September
30,
|
||||||||
2009
|
2008
|
2009
|
2008
|
|||||||
Interest
rate swaps
|
Other
income
|
$
1
|
$
4
|
$
304
|
$
4
|
Amounts
included in the consolidated statements of income related to non-hedging
derivative instruments were as follows (dollars in thousands):
Location
of Gain or (Loss)
|
||||||||||
Recognized
in Income on
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||
Derivatives
|
September
30,
|
September
30,
|
||||||||
2009
|
2008
|
2009
|
2008
|
|||||||
Interest
rate swaps
|
Other
income
|
$
(2)
|
$
(35)
|
$
(9)
|
$
42
|
NOTE
15. COMMITMENTS AND CONTINGENCIES
Commitments: The
Company is a party to credit-related financial instruments with
off-balance-sheet risk in the normal course of business to meet the financing
needs of its customers. These financial instruments include
commitments to extend credit, standby letters of credit and commercial letters
of credit. Such commitments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the
consolidated balance sheets.
The
Company's exposure to credit loss is represented by the contractual amount of
these commitments. The Company follows the same credit policies in
making commitments as it does for on-balance-sheet instruments.
At
September 30, 2009 and December 31, 2008, the following financial instruments
were outstanding, the contractual amounts of which represent off-balance sheet
credit risk (in thousands):
Contract
Amount
|
|||||
September
30,
|
December
31,
|
||||
2009
|
2008
|
||||
Commitments
to extend credit:
|
|||||
Home
equity lines
|
$
349,982
|
$
376,854
|
|||
Other
commitments
|
1,128,023
|
1,261,276
|
|||
Letter
of credit:
|
|||||
Standby
|
110,972
|
119,504
|
|||
Commercial
|
43,956
|
55,269
|
Commitments
to extend credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require a payment of a fee. The commitments for equity lines of
credit may expire without being drawn upon.
Therefore,
the total commitment amounts do not necessarily represent future cash
requirements. The amount of collateral obtained, if it is deemed
necessary by the Company, is based on management’s credit evaluation of the
customer.
The
Company, in the normal course of its business, regularly offers standby and
commercial letters of credit to its bank customers. Standby and
commercial letters of credit are a conditional but irrevocable form of
guarantee. Under letters of credit, the Company typically guarantees
payment to a third party beneficiary upon the default of payment or
nonperformance by the bank customer and upon receipt of complying documentation
from that beneficiary.
Both
standby and commercial letters of credit may be issued for any length of time,
but normally do not exceed a period of five years. These letters of
credit may also be extended or amended from time to time depending on the bank
customer's needs. As of September 30, 2009, the maximum remaining
term for any standby letter of credit was December 31, 2014. A fee of
at least two percent of face value may be charged to the bank customer and is
recognized as income over the life of the letter of credit, unless considered
non-rebatable under the terms of a letter of credit application.
Of the
$154.9 million in letter of credit commitments outstanding at September 30,
2009, approximately $74.9 million of the letters of credit have been issued or
renewed since December 31, 2008.
Letters
of credit issued on behalf of bank customers may be done on either a secured,
partially secured or an unsecured basis. If a letter of credit is
secured or partially secured, the collateral can take various forms including
bank accounts, investments, fixed assets, inventory, accounts receivable or real
estate, among other things. The Company takes the same care in making
credit decisions and obtaining collateral when it issues letters of credit on
behalf of its customers, as it does when making other types of
loans.
Concentrations of credit
risk: The majority of the loans, commitments to extend credit
and standby letters of credit have been granted to customers in the Company's
market area. Investments in securities issued by states and political
subdivisions also involve governmental entities primarily within the Company's
market area. The distribution of commitments to extend credit
approximates the distribution of loans outstanding. Standby letters
of credit are granted primarily to commercial borrowers.
Contingencies: In
the normal course of business, the Company is involved in various legal
proceedings. In the opinion of management, any liability resulting
from pending proceedings would not be expected to have a material adverse effect
on the Company’s consolidated financial statements.
As of
September 30, 2009, the Company had approximately $1.4 million in capital
expenditure commitments outstanding which relate to various projects to renovate
existing branches.
NOTE
16. FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC Topic
820 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants. A fair value measurement assumes that the transaction
to sell the asset or transfer the liability occurs in the principal market for
the asset or liability or, in the absence of a principal market, the most
advantageous market for the asset or liability. The price in the
principal (or most advantageous) market used to measure the fair value of the
asset or liability shall not be adjusted for transaction costs. An
orderly transaction is a transaction that assumes exposure to the market for a
period prior to the measurement date to allow for marketing activities that are
usual and customary for transactions involving such assets and liabilities; it
is not a forced transaction. Market participants are buyers and
sellers in the principal market that are (i) independent, (ii) knowledgeable,
(iii) able to transact and (iv) willing to transact.
ASC Topic
820 requires the use of valuation techniques that are consistent with the market
approach, the income approach and/or the cost approach. The market
approach uses prices and other relevant information generated by market
transactions involving identical or comparable assets and
liabilities. The income approach uses valuation techniques to convert
expected future amounts, such as cash flows or earnings, to a single present
value amount on a discounted basis. The cost approach is based on the
amount that currently would be required to replace the service capacity of an
asset (replacement cost). Valuation techniques should be consistently
applied. Inputs to valuation techniques refer to the assumptions that
market participants would use in pricing the asset or
liability. Inputs may be observable, meaning those that reflect the
assumptions market participants would use in pricing the asset or liability
developed based on market data obtained from independent sources, or
unobservable, meaning those that reflect the reporting entity's own assumptions
about the assumptions market participants would use in pricing the asset or
liability developed based on the best information available in the
circumstances. In that regard, ASC Topic 820 establishes a fair value
hierarchy for valuation inputs that gives the highest priority to quoted prices
in active markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The fair value hierarchy is as
follows:
Level
1: Quoted prices (unadjusted) for identical assets or liabilities in
active markets that the entity has the ability to access as of the measurement
date.
Level
2: Significant other observable inputs other than Level 1 prices such
as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active; or other inputs that are observable or can be corroborated
by observable market data.
Level
3: Significant unobservable inputs that reflect a reporting entity’s
own assumptions about the assumptions that market participants would use in
pricing an asset or liability.
A
description of the valuation methodologies used for instruments measured at fair
value, as well as the general classification of such instruments pursuant to the
valuation hierarchy, is set forth below.
In
general, fair value is based upon quoted market prices, where
available. If such quoted market prices are not available, fair value
is based upon internally developed models that primarily use, as inputs,
observable market-based parameters. Valuation adjustments may be made
to ensure that financial instruments are recorded at fair
value. These adjustments may include amounts to reflect counterparty
credit quality, the Company's creditworthiness, among other things, as well as
unobservable parameters. Any such valuation adjustments are applied
consistently over time. Our valuation methodologies may produce a
fair value calculation that may not be indicative of net realizable value or
reflective of future fair values. While management believes the
Corporation's valuation methodologies are appropriate and consistent with other
market participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could result in a
different estimate of fair value at the reporting date.
Securities
Available for Sale. The fair values of
securities available for sale are determined by quoted prices in active markets,
when available. If quoted market prices are not available, the fair
value is determined by a matrix pricing, which is a mathematical technique,
widely used in the industry to value debt securities without relying exclusively
on quoted prices for the specific securities but rather by relying on the
securities’ relationship to other benchmark quoted securities.
Assets Held in
Trust for Deferred Compensation and Associated Liabilities. Assets held in trust
for deferred compensation are recorded at fair value and included in “Other
Assets” on the consolidated balance sheets. These assets are invested
in mutual funds and classified as Level 1. Deferred compensation
liabilities, also classified as Level 1, are carried at the fair value of the
obligation to the employee, which corresponds to the fair value of the invested
assets.
Derivatives. Currently, we use interest
rate swaps to manage our interest rate risk. The valuation of these
instruments is determined using widely accepted valuation techniques including
discounted cash flow analysis on the expected cash flows of each
derivative. This analysis reflects the contractual terms of the
derivatives, including the period to maturity, and uses observable market-based
inputs, including LIBOR rate curves. We also obtain dealer quotations
for these derivatives for comparative purposes to assess the reasonableness of
the model valuations.
Financial Instruments
Recorded at Fair Value on a Recurring Basis
The
following table summarizes financial assets and financial liabilities measured
at fair value on a recurring basis as of September 30, 2009, segregated by the
level of the valuation inputs within the fair value hierarchy utilized to
measure fair value (in thousands):
Fair
Value Measurements at September 30, 2009
|
||||||
Total
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
|||
Financial
assets
|
||||||
Securities
available for sale:
|
||||||
Government
sponsored agencies and enterprises
|
$
323,969
|
$
9,112
|
$
314,857
|
$
-
|
||
Bank
notes issued through the TLGP
|
1,628,392
|
1,443,635
|
184,757
|
-
|
||
States
and political subdivisions
|
396,124
|
3,137
|
392,987
|
-
|
||
Residential
mortgage-backed securities
|
1,636,275
|
939,167
|
697,108
|
-
|
||
Corporate
bonds
|
6,381
|
-
|
4,751
|
1,630
|
||
Equity
securities
|
3,839
|
3,839
|
-
|
-
|
||
Assets
held in trust for deferred compensation
|
5,580
|
5,580
|
-
|
-
|
||
Derivative
financial instruments
|
17,207
|
-
|
17,207
|
-
|
||
Financial
liabilities
|
||||||
Other
liabilities (1)
|
5,580
|
5,580
|
-
|
-
|
||
Derivative
financial instruments
|
16,362
|
-
|
16,362
|
-
|
||
(1)
Liabilities associated with assets held in trust for deferred
compensation
|
The
following table presents additional information about financial assets measured
at fair value on a recurring basis for which the Company used significant
unobservable inputs (Level 3):
Nine
Months Ended
|
||
(in
thousands)
|
September
30, 2009
|
|
Balance
beginning of period
|
$
1,630
|
|
Transfer
into Level 3
|
-
|
|
Net
unrealized losses
|
-
|
|
Impairment
charges
|
-
|
|
$
1,630
|
Financial Instruments
Recorded at Fair Value on a Nonrecurring Basis
Loans held for
sale. Loans held for sale are recorded at the lower of cost or
fair value and therefore are reported at fair value on a non-recurring
basis. The fair values for loans held for sale are based on either
observable transactions of similar instruments or formally committed loan sale
prices or valuations performed using discounted cash flows with observable
inputs and are classified as Level 2.
Impaired
Loans. Loans for which it is
probable that payment of interest and principal will not be made in accordance
with the contractual terms of the loan agreement are considered
impaired. Once a loan is identified as individually impaired,
management measures impairment in accordance with ASC Topic 310. The
fair value of impaired loans is estimated using one of several methods,
including collateral value, market value of similar debt, enterprise value,
liquidation value and discounted cash flows. Those impaired loans not
requiring an allowance represent loans for which the fair value of the expected
repayments or collateral exceed the recorded investments in such
loans. At September 30, 2009, substantially all of the total impaired
loans were evaluated based on the fair value of the collateral. In
accordance with ASC Topic 820, impaired loans where an allowance is established
based on the fair value of collateral require classification in the fair value
hierarchy. Collateral values are estimated using Level 3 inputs based
on customized discounting criteria. For a majority of impaired loans,
the Company obtains a current external appraisal. Other valuation
techniques are used as well, including internal valuations, comparable property
analysis and contractual sales information. For substantially all
impaired loans with an appraisal more than 6 months old, the Company often
further discounts market prices by 20%-30% and in some cases, up to an
additional 50%. This discount is based on our evaluation of related
market conditions and is in addition to a reduction in value for potential sales
costs and discounting that has been incorporated in the independent
appraisal.
Other Real Estate
and Repossessed Vehicles Owned (Foreclosed Assets). Foreclosed
assets, upon initial recognition, are measured and reported at fair value
through a charge-off to the allowance for possible loan losses based upon the
fair value of the foreclosed asset. The fair value of foreclosed
assets, upon initial recognition, are estimated using Level 3 inputs based on
customized discounting criteria. Other than foreclosed assets
measured at fair value upon initial recognition, no foreclosed assets were
re-measured at fair value during the nine months ended September 30,
2009.
FDIC
indemnification asset. As part of the Heritage
transaction, the Company and the FDIC entered into a loss sharing agreement.
This agreement covers realized losses on loans and foreclosed real estate. Under
this agreement, the FDIC will reimburse the Company for 80% of the first
$51.8 million in realized losses. The FDIC will reimburse the Company 95%
on realized losses that exceed $51.8 million. This agreement extends for
ten years for 1-4 family real estate loans and for five years for other
loans. This loss sharing asset is measured separately from the loan portfolio
because it is not contractually embedded in the loans and is not transferable
with the loans should the Company choose to dispose of them. Fair value at the
acquisition date (February 27, 2009) was estimated using Level 3 inputs based on
projected cash flows available for loss sharing based on the credit adjustments
estimated for each loan pool and the loss sharing percentages. This loss
sharing asset is also separately measured from the related foreclosed real
estate. Although this asset is a contractual receivable from the FDIC,
there is no contractual interest rate.
The
Company may be required, from time to time, to measure certain financial assets
and financial liabilities at fair value on a nonrecurring basis in accordance
with U.S. generally accepted accounting principles. These include
assets that are measured at the lower of cost or market that were recognized at
fair value below cost at the end of the period.
Assets
measured at fair value on a nonrecurring basis are included in the table below
(in thousands):
Fair
Value Measurements at September 30, 2009 Using
|
||||||
Total
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
|||
Financial
assets:
|
||||||
Loans
held for sale
|
$
6,250
|
$
-
|
$
6,250
|
$
-
|
||
Impaired
loans
|
$
185,849
|
$
-
|
$
-
|
$
185,849
|
||
Foreclosed
assets
|
$
30,307
|
$
-
|
$
-
|
$
30,307
|
||
FDIC
indemnification asset
|
$
31,353
|
$
-
|
$
-
|
$
31,353
|
ASC Topic
825 requires disclosure of the fair value of financial assets and financial
liabilities, including those financial assets and financial liabilities that are
not measured and reported at fair value on a recurring basis or non-recurring
basis. The methodologies for estimating the fair value of financial
assets and financial liabilities that are measured at fair value on a recurring
or non-recurring basis are discussed above. The estimated fair value
approximates carrying value for cash and cash equivalents, accrued interest and
the cash surrender value of life insurance policies. The
methodologies for other financial assets and financial liabilities are discussed
below:
The
following methods and assumptions were used by the Company in estimating the
fair values of its other financial instruments:
Non-marketable securities –
FHLB and FRB Stock: The carrying amounts reported in the balance sheet
approximate fair value.
Loans: Most
commercial loans and some real estate mortgage loans are made on a variable rate
basis. For those variable-rate loans that reprice frequently with no
significant change in credit risk, fair values are based on carrying
values. The fair values for fixed rate and all other loans are
estimated using discounted cash flow analyses, using interest rates currently
being offered for loans with similar terms to borrowers with similar credit
quality.
Non-interest bearing
deposits: The fair values disclosed are equal to their balance sheet
carrying amounts, which represent the amount payable on demand.
Interest bearing
deposits: The fair values disclosed for deposits with no defined
maturities are equal to their carrying amounts, which represent the amounts
payable on demand. The carrying amounts for variable-rate, fixed-term
money market accounts and certificates of deposit approximate their fair values
at the reporting date. Fair values for fixed-rate certificates of
deposit are estimated using a discounted cash flow calculation that applies
interest rates currently being offered on similar certificates to a schedule of
aggregated expected monthly maturities on time deposits.
Short-term
borrowings: The carrying amounts of federal funds purchased, borrowings
under repurchase agreements and other short-term borrowings with maturities of
90 days or less approximate their fair values. The fair value of
short-term borrowings greater than 90 days is based on the discounted value of
contractual cash flows.
Long-term borrowings:
The fair values of the Company's long-term borrowings (other than deposits) are
estimated using discounted cash flow analyses, based on the Company's current
incremental borrowing rates for similar types of borrowing
arrangements.
Junior subordinated notes
issued to capital trusts: The fair values of the Company’s junior
subordinated notes issued to capital trusts are estimated based on the quoted
market prices, when available, of the related trust preferred security
instruments, or are estimated based on the quoted market prices of comparable
trust preferred securities.
Off-balance-sheet
instruments: Fair values for the Company's off-balance-sheet lending
commitments (guarantees, letters of credit and commitments to extend credit) are
based on fees currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements.
The
estimated fair values of financial instruments are as follows (in
thousands):
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Carrying
|
Carrying
|
|||||||
Amount
|
Fair
Value
|
Amount
|
Fair
Value
|
|||||
Financial
Assets:
|
||||||||
Cash
and due from banks
|
$
125,010
|
$
125,010
|
$
79,824
|
$
79,824
|
||||
Interest
bearing deposits with banks
|
2,549,562
|
2,549,562
|
261,834
|
261,880
|
||||
Investment
securities available for sale
|
3,994,980
|
3,994,980
|
1,336,130
|
1,336,130
|
||||
Non-marketable
securities - FHLB and FRB stock
|
70,031
|
70,031
|
64,246
|
64,246
|
||||
Loans
held for sale
|
6,250
|
6,250
|
-
|
-
|
||||
Loans,
net
|
6,303,263
|
6,184,525
|
6,084,562
|
6,185,940
|
||||
Foreclosed
assets
|
30,307
|
30,307
|
4,366
|
4,366
|
||||
FDIC
indemnification asset
|
31,353
|
31,353
|
-
|
-
|
||||
Accrued
interest receivable
|
35,780
|
35,780
|
34,096
|
34,096
|
||||
Derivative
financial instruments
|
17,207
|
17,207
|
25,835
|
25,835
|
||||
Financial
Liabilities:
|
||||||||
Non-interest
bearing deposits
|
$
2,925,714
|
$
2,925,714
|
$
960,117
|
$
960,117
|
||||
Interest
bearing deposits
|
8,504,353
|
8,553,976
|
5,535,454
|
5,561,809
|
||||
Short-term
borrowings
|
436,928
|
427,207
|
488,619
|
476,899
|
||||
Long-term
borrowings
|
341,315
|
349,661
|
471,466
|
484,454
|
||||
Junior
subordinated notes issued to capital trusts
|
158,712
|
86,024
|
158,824
|
94,936
|
||||
Accrued
interest payable
|
14,702
|
14,702
|
21,289
|
21,289
|
||||
Derivative
financial instruments
|
16,362
|
16,362
|
24,169
|
24,169
|
||||
Off-balance-sheet
instruments:
|
||||||||
Loan
commitments and standby letters of credit
|
$
-
|
$
2,093
|
$
-
|
$
3,455
|
NOTE
17. COMMON AND PREFERRED STOCK
The
Series A Preferred Stock was issued as part of the Troubled Asset Relief Program
(“TARP”) Capital Purchase Program of the United States Department of the
Treasury (“Treasury”). The Series A Preferred Stock qualifies as Tier
1 capital and pays cumulative dividends on the liquidation preference amount on
a quarterly basis at a rate of 5% per annum for the first five years, and 9% per
annum thereafter. Concurrent with issuing the Series A Preferred
Stock, the Company issued to the Treasury a ten year warrant (the “Warrant”) to
purchase 1,012,048 shares of the Company’s Common Stock at an exercise price of
$29.05 per share.
The
enactment of the American Recovery and Reinvestment Act of 2009 on February 17,
2009 permits the Company to redeem the Series A Preferred Stock at any time by
repaying the Treasury, without penalty and without the requirement to raise new
capital, subject to the Treasury’s consultation with the Company’s appropriate
regulatory agency. Additionally, upon redemption of the Series A
preferred stock, the Warrant may be repurchased from the Treasury at its fair
market value as agreed-upon by the Company and the Treasury.
On
September 17, 2009, the Company completed a public offering of its common stock
by issuing 12,578,125 shares of common stock for aggregate gross proceeds of
$201.3 million. The net proceeds to the Company after deducting
underwriting discounts and commissions and estimated offering expenses are
expected to be approximately $190.9 million. With the proceeds from
this offering and the proceeds received by the Company from issuances pursuant
to its Dividend Reinvestment and Stock Purchase Plan, the Company has received
aggregate gross proceeds from “Qualified Equity Offerings” in excess of the
$196.0 million aggregate liquidation preference amount of its Series A preferred
stock issued under the U.S. Treasury Department’s Capital Purchase
Program. As a result, the number of shares of the Company’s common
stock underlying the Warrant has been reduced by 50%, from 1,012,048 shares to
506,024 shares.
The
following is a discussion and analysis of MB Financial, Inc.’s financial
condition and results of operations and should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in this
report. The words “we,” “our” and “us” refer to MB Financial, Inc.
and its wholly owned subsidiaries, unless we indicate otherwise.
Overview
The
profitability of our operations depends primarily on our net interest income
after provision for loan losses, which is the difference between interest earned
on interest earning assets and interest paid on interest bearing liabilities
less provision for loan losses. The provision for loan losses is
dependent on changes in our loan portfolio and management’s assessment of the
collectability of our loan portfolio as well as prevailing economic and market
conditions. Additionally, our net income is affected by other income
and other expenses. The provision for loan losses reflects the amount
that we believe is adequate to cover potential credit losses in our loan
portfolio. For the three and nine month periods under report, other
income consisted of loan service fees, deposit service fees, net lease financing
income, brokerage fees, asset management and trust fees, net gains on the sale
of investment securities available for sale, increase in cash surrender value of
life insurance, net gains (losses) on sale of other assets, acquisition related
gains and other operating income. Other expenses include salaries and
employee benefits, occupancy and equipment expense, computer services expense,
advertising and marketing expense, professional and legal expense, brokerage fee
expense, telecommunication expense, other intangibles amortization expense, FDIC
insurance premiums, impairment charges and other operating
expenses. Our net income also is affected by discontinued operations,
which for the periods under report represents the results of operations from our
merchant card processing business, which we sold during the third quarter of
2009, resulting in the recognition of a pre-tax gain of $10.2
million. We entered into a revenue sharing agreement with the
purchaser of that business to offer merchant card processing services to our
bank customers on a going forward basis. We expect that the impact on
our future earnings per share and operating results from the sale of our
merchant card processing business, including any income we earn under the
revenue sharing agreement, will be immaterial.
Net
interest income is affected by changes in the volume and mix of interest earning
assets, interest earned on those assets, the volume and mix of interest bearing
liabilities and interest paid on interest bearing liabilities. Other
income and other expenses are impacted by growth of operations and growth in the
number of loan and deposit accounts through both acquisitions and core banking
business growth. Growth in operations affects other expenses
primarily as a result of additional employees, branch facilities and promotional
marketing expense. Growth in the number of loan and deposit accounts
affects other income, including service fees as well as other expenses such as
computer services, supplies, postage, telecommunications and other miscellaneous
expenses.
The
Company had net income available to common stockholders of $4.9 million for the
third quarter of 2009, compared to net income available to common shareholders
of $13.2 million for the third quarter of 2008. Our 2009 third
quarter results generated an annualized return on average assets of 0.30% and an
annualized return on average common equity of 2.13%, compared to 0.63% and
5.91%, respectively, for the same period in 2008. Fully diluted
earnings per common share for the third quarter of 2009 were $0.12 compared to
$0.38 per common share in the 2008 third quarter.
Critical
Accounting Policies
Our
consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America and follow general
practices within the industries in which we operate. This preparation
requires management to make estimates, assumptions, and judgments that affect
the amounts reported in the financial statements and accompanying
notes. These estimates, assumptions, and judgments are based on
information available as of the date of the financial statements; accordingly,
as this information changes, actual results could differ from the estimates,
assumptions, and judgments reflected in the financial
statements. Certain policies 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 believes the following policies are
both important to the portrayal of our financial condition and results of
operations and require subjective or complex judgments; therefore, management
considers the following to be critical accounting
policies. Management has reviewed the application of these polices
with the Audit Committee of our Board of Directors.
Allowance for Loan
Losses. Subject to the use of estimates, assumptions, and
judgments is management's evaluation process used to determine the adequacy of
the allowance for loan losses, which combines several factors: management's
ongoing review and grading of the loan portfolio, consideration of past loan
loss experience, trends in past due and nonperforming loans, risk
characteristics of the various classifications of loans, existing economic
conditions, the fair value of underlying collateral, and other qualitative and
quantitative factors which could affect probable credit
losses. Because current economic conditions can change and future
events are inherently difficult to predict, the anticipated amount of estimated
loan losses, and therefore the adequacy of the allowance, could change
significantly. As an integral part of their examination process,
various regulatory agencies also review the allowance for loan
losses. Such agencies may require that certain loan balances be
charged off when their credit evaluations differ from those of management or
require that adjustments be made to the allowance for loan losses, based on
their judgments about information available to them at the time of their
examination. We believe the allowance for loan losses is adequate and
properly recorded in the financial statements. See "Allowance for
Loan Losses" section below for further analysis.
Residual Value of Our Direct Finance,
Leveraged, and Operating Leases. Lease residual value
represents the present value of the estimated fair value of the leased equipment
at the termination date of the lease. Realization of these residual
values depends on many factors, including management’s use of estimates,
assumptions, and judgment to determine such values. Several other
factors outside of management’s control may reduce the residual values realized,
including general market conditions at the time of expiration of the lease,
whether there has been technological or economic obsolescence or unusual wear
and tear on, or use of, the equipment and the cost of comparable
equipment. If, upon the expiration of a lease, we sell the equipment
and the amount realized is less than the recorded value of the residual interest
in the equipment, we will recognize a loss reflecting the
difference. On a quarterly basis, management reviews the lease
residuals for potential impairment. If we fail to realize our
aggregate recorded residual values, our financial condition and profitability
could be adversely affected. At September 30, 2009, the aggregate
residual value of the equipment leased under our direct finance, leveraged, and
operating leases totaled $55.2 million. See Note 1 and Note 7 of the
notes to our December 31, 2008 audited consolidated financial statements
contained in our Annual Report Form 10-K for the year ended December 31, 2008
for additional information.
Income Tax
Accounting. ASC Topic 740 provides guidance on accounting for
income taxes by prescribing the minimum recognition threshold that a tax
position must meet to be recognized in the financial statements. ASC
Topic 740 also provides guidance on measurement, recognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. As of September 30, 2009, the Company had $500 thousand
of uncertain tax positions. The Company elects to treat interest and
penalties recognized for the underpayment of income taxes as income tax
expense. However, interest and penalties imposed by taxing
authorities on issues specifically addressed in ASC Topic 740 will be taken out
of the tax reserves up to the amount allocated to interest and
penalties. The amount of interest and penalties exceeding the amount
allocated in the tax reserves will be treated as income tax
expense. As of September 30, 2009, the Company did not have any
accrued interest related to tax reserves. The application of income
tax law is inherently complex. Laws and regulations in this area are
voluminous and are often ambiguous. As such, we are required to make
many subjective assumptions and judgments regarding our income tax
exposures. Interpretations of and guidance surrounding income tax
laws and regulations change over time. As such, changes in our
subjective assumptions and judgments can materially affect amounts recognized in
the consolidated balance sheets and statements of income.
Goodwill. The
excess of the cost of an acquisition over the fair value of the net assets
acquired consists of goodwill, and core deposit and client relationship
intangibles. See Note 7 to the Consolidated Financial Statements for
further information regarding core deposit and client relationship
intangibles. Under the provisions of ASC Topic 350, goodwill is
subject to at least annual assessments for impairment by applying a fair value
based test. The Company reviews goodwill and other intangible assets
to determine potential impairment annually, or more frequently if events and
circumstances indicate that the asset might be impaired, by comparing the
carrying value of the asset with the anticipated future cash flows.
The
Company’s annual assessment date is as of December 31. No impairment
losses were recognized during the last nine months ended September 30, 2009 or
2008. Goodwill is tested for impairment at the reporting unit
level. A reporting unit is a majority owned subsidiary of the Company
for which discrete financial information is available and regularly reviewed by
management. MB Financial Bank is currently the Company’s only
applicable reporting unit for purposes of testing goodwill
impairment.
Results
of Operations
Third
Quarter Results
The
Company had net income available to common stockholders of $4.9 million for the
third quarter of 2009, compared to net income available to common shareholders
of $13.2 million for the third quarter of 2008. The results for the
third quarter of 2009 generated an annualized return on average assets of 0.30%
and an annualized return on average common equity of 2.13%, compared to 0.63%
and 5.91%, respectively, for the same period in 2008.
Net
interest income was $60.9 million for the three months ended September 30, 2009,
an increase of $4.3 million, or 7.6% from $56.6 million for the comparable
period in 2008. See "Net Interest Margin" section below for further
analysis.
Provision
for loan losses was $45.0 million in the third quarter of 2009 as compared to
$18.4 million in third quarter of 2008. Net charge-offs were $37.1
million in the quarter ended September 30, 2009 compared to $12.1 million in the
quarter ended September 30, 2008. The increase in our provision
for loan losses was primarily due to the increases in non-performing loans and
net charge-offs, and the migration of performing loans from better risk ratings
to worse risk ratings during the third quarter of 2009. The migration
of performing loans to worse risk ratings was primarily due to worsening
macroeconomic factors, declines in the values of collateral and a deteriorating
business environment during 2009. Also factoring into our provision
was our loan growth over the past twelve months.
The
underlying value of collateral on impaired loans deteriorated during the fourth
quarter of 2008 and the first nine months of 2009. Overall, the
business environment has been adverse for many households and businesses in the
United States, including those in the Chicago metropolitan area. The
business environment began to significantly deteriorate beginning in the third
quarter of 2008 as a result of significant job losses and housing
foreclosures. Single family homes, condominiums, retail property,
manufacturing property, and vacant land all experienced a significant decrease
in demand due to the worsening economic environment during the past several
quarters. As a result, significant declines in the values of single
family homes and other properties occurred and required higher reserves on
impaired loans, potential problem loans and increased reserves based on the
macroeconomic environment.
See
“Asset Quality” below for further analysis of the allowance for loan
losses.
Other
Income (in thousands):
Three
Months Ended
|
|||||||
September
30,
|
September
30,
|
Increase/
|
Percentage
|
||||
2009
|
2008
|
(Decrease)
|
Change
|
||||
Other
income:
|
|||||||
Loan
service fees
|
$
1,565
|
$
2,385
|
$ (820)
|
(34%)
|
|||
Deposit
service fees
|
7,912
|
7,330
|
582
|
8%
|
|||
Lease
financing, net
|
3,937
|
4,533
|
(596)
|
(13%)
|
|||
Brokerage
fees
|
1,004
|
1,177
|
(173)
|
(15%)
|
|||
Trust
and asset management fees
|
3,169
|
3,276
|
(107)
|
(3%)
|
|||
Net
gain on sale of investment securities
|
3
|
-
|
3
|
N/A
|
|||
Increase
in cash surrender value of life insurance
|
664
|
1,995
|
(1,331)
|
(67%)
|
|||
Net
gain on sale of other assets
|
12
|
26
|
(14)
|
(54%)
|
|||
Acquisition
related gain
|
10,222
|
-
|
10,222
|
N/A
|
|||
Other
operating income
|
2,412
|
1,158
|
1,254
|
108%
|
|||
Total
other income
|
$
30,900
|
$
21,880
|
$
9,020
|
41%
|
Other
income increased for the third quarter of 2009 compared to the third quarter of
2008, primarily due to the gain recognized on the InBank
transaction. Loan service fees decreased, primarily due to a decrease
in letter of credit and prepayment fees. Deposit service fees
increased primarily due to an increase in commercial deposit fees mostly due to
the Corus transaction. Net lease financing decreased, primarily due
to lower residual realizations during the third quarter of 2009 compared to the
third quarter of 2008. The decrease in cash surrender value of life
insurance was primarily due to a decrease in overall interest rates from the
third quarter of 2008 to the third quarter of 2009, and $938 thousand of death
benefits on bank owned life insurance policies that we recognized during the
three months ended September 30, 2008. Other operating income
increased primarily due to an increase in market value of assets held in trust
for deferred compensation during the third quarter of 2009 compared to the third
quarter of 2008. See Note 2 to the Consolidated Financial Statements
for further information regarding the InBank and Corus
transactions.
Other
Expense (in thousands):
Three
Months Ended
|
|||||||
September
30,
|
September
30,
|
Increase
/
|
Percentage
|
||||
2009
|
2008
|
(Decrease)
|
Change
|
||||
Other
expense:
|
|||||||
Salaries
and employee benefits
|
$ 31,196
|
$
29,139
|
$
2,057
|
7%
|
|||
Occupancy
and equipment expense
|
7,803
|
7,107
|
696
|
10%
|
|||
Computer
services expense
|
2,829
|
1,840
|
989
|
54%
|
|||
Advertising
and marketing expense
|
1,296
|
1,451
|
(155)
|
(11%)
|
|||
Professional
and legal expense
|
1,126
|
884
|
242
|
27%
|
|||
Brokerage
fee expense
|
478
|
564
|
(86)
|
(15%)
|
|||
Telecommunication
expense
|
812
|
620
|
192
|
31%
|
|||
Other
intangibles amortization expense
|
966
|
913
|
53
|
6%
|
|||
FDIC
insurance premiums
|
3,206
|
292
|
2,914
|
998%
|
|||
Impairment
charges
|
4,000
|
-
|
4,000
|
N/A
|
|||
Other
operating expenses
|
5,446
|
4,963
|
483
|
10%
|
|||
Total
other expenses
|
$
59,158
|
$
47,773
|
$
11,385
|
24%
|
The
Heritage, InBank and Corus transactions increased salaries and employee benefits
expense, occupancy and equipment expense, computer services expense, and FDIC
insurance premiums from the third quarter of 2008 to the third quarter of 2009
by approximately $1.7 million, $473 thousand, $765 thousand, and $564 thousand,
respectively. Additionally, FDIC insurance premium expense increased
due to our FDIC credits being fully utilized during the fourth quarter of 2008
combined with the FDIC increasing its assessment rate from the third quarter of
2008 to the third quarter of 2009. During the third quarter of 2009,
the Company conducted an impairment review of branch office locations to be
consolidated due to the Company’s recent acquisitions. As a
result, the Company recognized a $4.0 million impairment charge related to three
branches in the third quarter of 2009. See Note 2 to the Consolidated
Financial Statements for further information regarding our acquisitions of
Heritage, InBank, and Corus.
The
Company had an income tax benefit of $15.2 million for the three months ended
September 30, 2009 compared to an income tax benefit of $743 thousand for the
same period in 2008. In the third quarter of 2009, the Company
increased the amount of benefit recognized with respect to certain previously
identified uncertain tax positions as a result of developments in pending tax
audits. The increase in recognized tax benefit resulted in a $7.8
million increase in income tax benefit in the third quarter of
2009.
Year-To-Date
Results
The
Company had a net loss available to common stockholders of $24.1 million for the
first nine months of 2009, compared to net income available to common
stockholders of $41.0 million for the first nine months of 2008. The
results for the first nine months of 2009 generated an annualized return on
average assets of (0.24%) and an annualized return on average common equity of
(3.65%), compared to 0.67% and 6.22%, respectively, for the same period in
2008.
Net
interest income was $176.4 million for the nine months ended September 30, 2009,
an increase of $10.2 million, or 6.1% from $166.1 million for the comparable
period in 2008. See "Net Interest Margin" section below for further
analysis.
Provision
for loan losses was $161.8 million in the first nine months of 2009 as compared
to $53.1 million in the first nine months of 2008. Net charge-offs
were $116.6 million in the nine months ended September 30, 2009 compared to
$29.4 million in the nine months ended September 30, 2008. The
increase in our provision for loan losses was primarily due to the increases in
non-performing loans and net charge-offs, and the migration of performing loans
from better risk ratings to worse risk ratings during the nine months ended
September 30, 2009. The migration of performing loans to worse risk
ratings was primarily due to worsening macroeconomic factors, declines in the
values of collateral and deteriorating business environment during the nine
months ended September 30, 2009. Also factoring into our provision
was our loan growth over the past nine months.
Additionally,
the underlying value of collateral on impaired loans deteriorated during the
fourth quarter of 2008 and the first nine months of 2009. Overall,
the business environment has been adverse for many households and businesses in
the United States, including those in the Chicago metropolitan
area. The business environment began to significantly deteriorate
beginning in the third quarter of 2008 as a result of significant job losses and
housing foreclosures. Single family homes, condominiums, retail
property, manufacturing property, and vacant land all experienced a significant
decrease in demand due to the worsening economic environment during the past
several quarters. As a result, significant declines in the values of
single family homes and other properties occurred and required higher reserves
on impaired loans, potential problem loans and increased reserves based on the
macroeconomic environment.
See
“Asset Quality” below for further analysis of the allowance for loan
losses.
Other
Income (in thousands):
Nine
Months Ended
|
|||||||
September
30,
|
September
30,
|
Increase/
|
Percentage
|
||||
2009
|
2008
|
(Decrease)
|
Change
|
||||
Other
income:
|
|||||||
Loan
service fees
|
$
5,190
|
$
7,330
|
$
(2,140)
|
(29%)
|
|||
Deposit
service fees
|
21,289
|
20,747
|
542
|
3%
|
|||
Lease
financing, net
|
12,729
|
12,369
|
360
|
3%
|
|||
Brokerage
fees
|
3,334
|
3,349
|
(15)
|
(0%)
|
|||
Trust
and asset management fees
|
9,246
|
9,085
|
161
|
2%
|
|||
Net
gain on sale of investment securities
|
13,790
|
1,106
|
12,684
|
1,147%
|
|||
Increase
in cash surrender value of life insurance
|
1,790
|
4,729
|
(2,939)
|
(62%)
|
|||
Net
loss on sale of other assets
|
(25)
|
(230)
|
205
|
(89%)
|
|||
Acquisition
related gain
|
10,222
|
-
|
10,222
|
N/A
|
|||
Other
operating income
|
6,662
|
4,304
|
2,358
|
55%
|
|||
Total
other income
|
$
84,227
|
$
62,789
|
$
21,438
|
34%
|
As in the
“Third Quarter Results”, other income was impacted during the nine months ended
September 30, 2009 by the $10.2 million gain generated by the InBank
transaction, as well as a net gain on sale of investment securities of $13.8
million compared with a net gain on sale of investment securities of $1.1
million during the nine months ended September 30, 2008. Loan service
fees decreased, primarily due to a decrease in letter of credit and prepayment
fees. The decrease in cash surrender value of life insurance was
primarily due to a decrease in overall interest rates from the nine months ended
September 30, 2008 to the nine months ended September 30, 2009, and $1.4 million
of death benefits on bank owned life insurance policies that we recognized
during the nine months ended September 30, 2008. Other operating
income increased primarily due to an increase in gains recognized on the sale of
loans, and an increase in market value of assets held in trust for deferred
compensation during the nine months ended September 30, 2009.
Other
Expense (in thousands):
Nine
Months Ended
|
|||||||
September
30,
|
September
30,
|
Increase/
|
Percentage
|
||||
2009
|
2008
|
(Decrease)
|
Change
|
||||
Other
expense:
|
|||||||
Salaries
and employee benefits
|
$
87,263
|
$
84,778
|
$
2,485
|
3%
|
|||
Occupancy
and equipment expense
|
22,636
|
21,574
|
1,062
|
5%
|
|||
Computer
services expense
|
7,129
|
5,419
|
1,710
|
32%
|
|||
Advertising
and marketing expense
|
3,502
|
4,186
|
(684)
|
(16%)
|
|||
Professional
and legal expense
|
3,215
|
1,993
|
1,222
|
61%
|
|||
Brokerage
fee expense
|
1,446
|
1,453
|
(7)
|
(0%)
|
|||
Telecommunication
expense
|
2,306
|
2,154
|
152
|
7%
|
|||
Other
intangibles amortization expense
|
2,841
|
2,641
|
200
|
8%
|
|||
FDIC
insurance premiums
|
12,663
|
689
|
11,974
|
1,738%
|
|||
Impairment
charges
|
4,000
|
-
|
4,000
|
N/A
|
|||
Other
operating expenses
|
15,677
|
14,492
|
1,185
|
8%
|
|||
Total
other expense
|
$
162,678
|
$
139,379
|
$
23,299
|
17%
|
Other
expense increased primarily due to an increase in FDIC insurance premium
expense, as general insurance assessment rates increased and the FDIC imposed a
special premium on all insured depository institutions based on assets as of
June 30, 2009. The Heritage, InBank and Corus transactions increased
salaries and employee benefits expense, occupancy and equipment expense,
computer services expense, and FDIC insurance premiums by approximately $2.4
million, $808 thousand, $1.2 million and $653 thousand,
respectively. Professional and legal expense increased primarily due
to loan collection costs during the nine months ended September 30,
2009. Other operating expenses increased primarily due to an increase
in expenses related to other real estate owned from the nine months ended
September 30, 2008 to the nine months ended September 30, 2009. As in
the “Third Quarter Results”, other expense was also impacted during the nine
months ended September 30, 2009 by the $4.0 million impairment charge relating
to the consolidation of the three branch offices.
The
Company had an income tax benefit of $42.7 million for the first nine months
ended September 30, 2009 compared to income tax benefit of $4.2 million for the
same period in 2008. During the nine months ended September 30, 2009,
our taxable income significantly decreased compared to the same period in 2008,
primarily due to our results of operations during the nine months ended
September 30, 2009. As in the “Third Quarter Results”, the Company
increased the amount of benefit recognized with respect to certain previously
identified uncertain tax positions as a result of certain developments in
pending tax audits. The increase in recognized tax benefit resulted
in a $7.8 million increase in income tax benefit in the nine months ended
September 30, 2009.
Net
Interest Margin
The
following table presents, for the periods indicated, the total dollar amount of
interest income from average interest earning assets and the resultant yields,
as well as the interest expense on average interest bearing liabilities, and the
resultant costs, expressed both in dollars and rates (dollars in
thousands):
Three
Months Ended September 30,
|
|||||||||
2009
|
2008
|
||||||||
Average
|
Yield
/
|
Average
|
Yield
/
|
||||||
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
||||
Interest
Earning Assets:
|
|||||||||
Loans
(1) (2) (3)
|
$
6,371,608
|
$
81,979
|
5.10%
|
$
5,955,311
|
$
87,422
|
5.84%
|
|||
Loans
exempt from federal income taxes (4)
|
80,486
|
1,294
|
6.29
|
70,868
|
1,299
|
7.17
|
|||
Taxable
investment securities
|
1,032,410
|
6,444
|
2.50
|
911,034
|
10,569
|
4.64
|
|||
Investment
securities exempt from federal income taxes (4)
|
379,056
|
5,515
|
5.69
|
425,120
|
6,118
|
5.63
|
|||
Federal
funds sold
|
-
|
-
|
-
|
32,420
|
165
|
1.99
|
|||
Other
interest bearing deposits
|
965,276
|
760
|
0.31
|
16,065
|
84
|
2.08
|
|||
Total
interest earning assets
|
8,828,836
|
$
95,992
|
4.31
|
7,410,818
|
$
105,657
|
5.67
|
|||
Non-interest
earning assets
|
966,289
|
947,167
|
|||||||
Total
assets
|
$
9,795,125
|
$
8,357,985
|
|||||||
Interest
Bearing Liabilities:
|
|||||||||
Deposits:
|
|||||||||
NOW
and money market deposit accounts
|
$
2,118,024
|
$
4,461
|
0.84%
|
$
1,285,293
|
$
5,492
|
1.70%
|
|||
Savings
deposits
|
477,048
|
447
|
0.37
|
384,059
|
270
|
0.28
|
|||
Time
deposits
|
3,687,891
|
22,754
|
2.45
|
3,640,049
|
31,454
|
3.44
|
|||
Short-term
borrowings
|
428,615
|
1,222
|
1.13
|
541,513
|
2,966
|
2.18
|
|||
Long-term
borrowings and junior subordinated notes
|
504,218
|
3,791
|
2.94
|
640,096
|
6,273
|
3.83
|
|||
Total
interest bearing liabilities
|
7,215,796
|
$
32,675
|
1.80
|
6,491,010
|
$
46,455
|
2.85
|
|||
Non-interest
bearing deposits
|
1,445,937
|
904,571
|
|||||||
Other
non-interest bearing liabilities
|
34,182
|
74,198
|
|||||||
Stockholders'
equity
|
1,099,210
|
888,206
|
|||||||
Total
liabilities and stockholders' equity
|
$
9,795,125
|
$8,357,985
|
|||||||
Net
interest income/interest rate spread (5)
|
$
63,317
|
2.51%
|
$
59,202
|
2.82%
|
|||||
Taxable
equivalent adjustment
|
2,383
|
2,596
|
|||||||
Net
interest income, as reported
|
$
60,934
|
$
56,606
|
|||||||
Net
interest margin (6)
|
2.74%
|
3.04%
|
|||||||
Tax
equivalent effect
|
0.11%
|
0.14%
|
|||||||
Net
interest margin on a fully tax equivalent basis (6)
|
2.85%
|
3.18%
|
(1)
|
Non-accrual
loans are included in average
loans.
|
(2)
|
Interest
income includes amortization of deferred loan origination fees of $1.2
million and $1.8 million for the three months ended September 30, 2009 and
2008, respectively.
|
(3)
|
Loans
held for sale are included in the average loan balance
listed. Related interest income is included in loan interest
income.
|
(4)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent basis
assuming a 35% tax rate.
|
(5)
|
Interest
rate spread represents the difference between the average yield on
interest earning assets and the average cost of interest bearing
liabilities and is presented on a fully tax equivalent
basis.
|
(6)
|
Net
interest margin represents net interest income as a percentage of average
interest earning assets.
|
Net
interest income was $60.9 million for the three months ended September 30, 2009,
an increase of $4.3 million, or 7.6% from $56.6 million for the comparable
period in 2008. The increase in average interest earning assets and
average interest bearing liabilities was primarily due to the Heritage, InBank
and Corus transactions. Our assumption of Corus deposits and
acquisition of interest earning Corus assets negatively impacted our net
interest margin by approximately 60 basis points or $2.3
million. Excluding the Corus transaction, our net interest margin on
a fully tax equivalent basis would have been approximately 3.45%, or 27 basis
points greater than for the third quarter of 2008. At September 30,
2009, we had approximately $2.5 billion of interest earning deposits with banks
(cash on deposit at the Federal Reserve). We expect to utilize a
majority of this cash to clear the outstanding redemption checks issued for the
out-of-market CDs assumed in the Corus transaction, and to fund anticipated
withdrawals of out-of-market Corus money market accounts, as well as some
in-market run-off of previously higher rate deposits assumed in the Corus and
InBank transactions. Our non-performing loans negatively impacted the
net interest margin during the third quarter of 2009 and the third quarter of
2008 by approximately 17 basis points, and 10 basis points,
respectively.
The
following table presents, for the periods indicated, the total dollar amount of
interest income from average interest earning assets and the resultant yields,
as well as the interest expense on average interest bearing liabilities, and the
resultant costs, expressed both in dollars and rates (dollars in
thousands):
Nine
Months Ended September 30,
|
|||||||||
2009
|
2008
|
||||||||
Average
|
Yield
/
|
Average
|
Yield
/
|
||||||
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
||||
Interest
Earning Assets:
|
|||||||||
Loans
(1) (2) (3)
|
$
6,320,704
|
$
244,713
|
5.18%
|
$
5,826,139
|
$
267,631
|
6.14%
|
|||
Loans
exempt from federal income taxes (4)
|
80,039
|
3,911
|
6.44
|
54,746
|
3,031
|
7.27
|
|||
Taxable
investment securities
|
891,142
|
23,738
|
3.55
|
872,679
|
30,541
|
4.67
|
|||
Investment
securities exempt from federal income taxes (4)
|
398,897
|
17,317
|
5.72
|
411,954
|
17,781
|
5.67
|
|||
Federal
funds sold
|
-
|
-
|
-
|
16,907
|
274
|
2.13
|
|||
Other
interest bearing deposits
|
455,354
|
1,039
|
0.31
|
16,597
|
279
|
2.25
|
|||
Total
interest earning assets
|
8,146,136
|
$
290,718
|
4.77
|
7,199,022
|
$
319,537
|
5.93
|
|||
Non-interest
earning assets
|
953,956
|
935,373
|
|||||||
Total
assets
|
$
9,100,092
|
$
8,134,395
|
|||||||
Interest
Bearing Liabilities:
|
|||||||||
Deposits:
|
|||||||||
NOW
and money market deposit accounts
|
$
1,778,656
|
$
12,250
|
0.92%
|
$
1,249,186
|
$
16,857
|
1.80%
|
|||
Savings
deposits
|
439,674
|
1,222
|
0.37
|
388,217
|
982
|
0.34
|
|||
Time
deposits
|
3,573,215
|
76,746
|
2.87
|
3,314,362
|
94,535
|
3.81
|
|||
Short-term
borrowings
|
480,127
|
4,024
|
1.12
|
767,814
|
16,184
|
2.82
|
|||
Long-term
borrowings and junior subordinated notes
|
518,288
|
12,695
|
3.23
|
563,311
|
17,553
|
4.09
|
|||
Total
interest bearing liabilities
|
6,789,960
|
$
106,937
|
2.11
|
6,282,890
|
$
146,111
|
3.11
|
|||
Non-interest
bearing deposits
|
1,162,003
|
883,131
|
|||||||
Other
non-interest bearing liabilities
|
73,456
|
88,243
|
|||||||
Stockholders'
equity
|
1,074,673
|
880,131
|
|||||||
Total
liabilities and stockholders' equity
|
$
9,100,092
|
$
8,134,395
|
|||||||
Net
interest income/interest rate spread (5)
|
$
183,781
|
2.66%
|
$
173,426
|
2.82%
|
|||||
Taxable
equivalent adjustment
|
7,430
|
7,284
|
|||||||
Net
interest income, as reported
|
$
176,351
|
$
166,142
|
|||||||
Net
interest margin (6)
|
2.89%
|
3.08%
|
|||||||
Tax
equivalent effect
|
0.13%
|
0.14%
|
|||||||
Net
interest margin on a fully tax equivalent basis (6)
|
3.02%
|
3.22%
|
(1)
|
Non-accrual
loans are included in average
loans.
|
(2)
|
Interest
income includes amortization of deferred loan origination fees of $3.9
million and $5.3 million for the nine months ended September 30, 2009 and
2008, respectively.
|
(3)
|
Loans
held for sale are included in the average loan balance
listed. Related interest income is included in loan interest
income.
|
(4)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent basis
assuming a 35% tax rate.
|
(5)
|
Interest
rate spread represents the difference between the average yield on
interest earning assets and the average cost of interest bearing
liabilities and is presented on a fully tax equivalent
basis.
|
(6)
|
Net
interest margin represents net interest income as a percentage of average
interest earning assets.
|
Net
interest income was $176.4 million for the nine months ended September 30, 2009,
an increase of $10.2 million, or 6.1% from $166.1 million for the comparable
period in 2008. The growth in net interest income reflects a $947.1
million, or 13.2% increase in average interest earning assets which was
partially offset by approximately 20 basis points of margin
compression. The increase in average interest earning assets and
average interest bearing liabilities was primarily due to the Heritage, InBank
and Corus transactions. The net interest margin, expressed on a fully
tax equivalent basis, was 3.02% for the first nine months of 2009 and 3.22% for
the first nine months of 2008. Our non-performing loans negatively
impacted the net interest margin during the first nine months of 2009 and the
first nine months of 2008 by approximately 16 basis points, and 7 basis points,
respectively.
Volume
and Rate Analysis of Net Interest Income
The
following table presents the extent to which changes in volume and interest
rates of interest earning assets and interest bearing liabilities have affected
our interest income and interest expense during the periods
indicated. Information is provided in each category with respect to
(i) changes attributable to changes in volume (changes in volume multiplied by
prior period rate), (ii) changes attributable to changes in rates (changes in
rates multiplied by prior period volume) and (iii) change attributable to a
combination of changes in rate and volume (change in rates multiplied by the
changes in volume) (in thousands). Changes attributable to the
combined impact of volume and rate have been allocated proportionately to the
changes due to volume and the changes due to rate.
Three
Months Ended
|
Nine
Months Ended
|
|||||||
September
30, 2009 Compared to September 30, 2008
|
September
30, 2009 Compared to September 30, 2008
|
|||||||
Change
|
Change
|
Change
|
Change
|
|||||
Due
to
|
Due
to
|
Total
|
Due
to
|
Due
to
|
Total
|
|||
Volume
|
Rate
|
Change
|
Volume
|
Rate
|
Change
|
|||
Interest
Earning Assets:
|
||||||||
Loans
|
$
6,351
|
$
(11,794)
|
$
(5,443)
|
$
22,767
|
$
(45,685)
|
$
(22,918)
|
||
Loans
exempt from federal income taxes (1)
|
165
|
(170)
|
(5)
|
1,266
|
(386)
|
880
|
||
Taxable
investments securities
|
1,263
|
(5,388)
|
(4,125)
|
631
|
(7,434)
|
(6,803)
|
||
Investment
securities exempt from federal income taxes (1)
|
(669)
|
66
|
(603)
|
(580)
|
116
|
(464)
|
||
Federal
funds sold
|
(83)
|
(82)
|
(165)
|
(137)
|
(137)
|
(274)
|
||
Other
interest bearing deposits
|
806
|
(130)
|
676
|
1,203
|
(443)
|
760
|
||
Total
increase (decrease) in interest income
|
7,833
|
(17,498)
|
(9,665)
|
25,150
|
(53,969)
|
(28,819)
|
||
Interest
Bearing Liabilities:
|
||||||||
Deposits:
|
||||||||
NOW
and money market deposit accounts
|
2,546
|
(3,577)
|
(1,031)
|
5,510
|
(10,117)
|
(4,607)
|
||
Savings
deposits
|
74
|
103
|
177
|
137
|
103
|
240
|
||
Time
deposits
|
408
|
(9,108)
|
(8,700)
|
6,919
|
(24,708)
|
(17,789)
|
||
Short-term
borrowings
|
(528)
|
(1,216)
|
(1,744)
|
(4,665)
|
(7,495)
|
(12,160)
|
||
Long-term
borrowings and junior subordinated notes
|
(1,184)
|
(1,298)
|
(2,482)
|
(1,325)
|
(3,533)
|
(4,858)
|
||
Total
increase (decrease) in interest expense
|
1,316
|
(15,096)
|
(13,780)
|
6,576
|
(45,750)
|
(39,174)
|
||
Total
increase (decrease) in net interest income
|
$
6,517
|
$
(2,402)
|
$
4,115
|
$
18,574
|
$
(8,219)
|
$
10,355
|
(1)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent basis
assuming a 35% tax rate.
|
Balance
Sheet
Total
assets increased $5.3 billion or 60.3% from $8.8 billion at December 31, 2008 to
$14.1 billion at September 30, 2009. Interest bearing deposits with
banks and investment securities available for sale increased $2.3 billion and
$2.7 billion, respectively, from December 31, 2008 to September 30,
2009. These increases were primarily the result of the Corus
transaction. At September 30, 2009 we had approximately $2.5 billion
of interest earning deposits with banks (cash on deposit at the Federal
Reserve). We expect to utilize a majority of this cash to clear the
outstanding redemption checks issued for the out-of-market CDs assumed in the
Corus transaction, and to fund anticipated withdrawals of out-of-market Corus
money market accounts, as well as some in-market run-off of previously higher
rate deposits assumed in the Corus and InBank transactions. Net loans
increased by $218.7 million, or 4.8% on an annualized basis, to $6.3 billion at
September 30, 2009 from $6.1 billion at December 31, 2008. See “Loan
Portfolio” section below for further analysis. The Company recorded a
FDIC indemnification asset related to certain assets acquired in the Heritage
transaction. At September 30, 2009, the FDIC indemnification asset
was $31.4 million.
Total
liabilities increased by $5.1 billion, or 66.0% to $12.9 billion at September
30, 2009 from December 31, 2008. Total deposits increased by $4.9
billion or 76.0% to $11.4 billion at September 30, 2009 from December 31, 2008,
primarily due the Heritage, InBank and Corus transactions. Shortly
after the Corus transaction closing on September 11, 2009, we issued checks to
almost all out-of-market Corus certificate of deposit holders of approximately
$2.4 billion for the redemption of these deposits. Approximately $1.0
billion of the holders cashed their redemption checks prior to September 30,
2009. The outstanding redemption checks at September 30, 2009 are
reported on the balance sheet as noninterest bearing
deposits. Interest rates on some in-market Corus certificates of
deposits were reduced shortly after the transaction closing, resulting in
additional run-off of certificates of deposit. Additionally, interest
rates on out-of-market Corus money market accounts were reduced to 5 basis
points in September 2009. We estimate that $500 million in
out-of-market Corus money market accounts will run-off during the fourth quarter
of 2009, along with the outstanding redemption checks.
Total
stockholders’ equity increased $203.1 million, or 19.0% to $1.3 billion at
September 30, 2009 compared to $1.1 billion at December 31, 2008. In September
2009, the Company completed a public offering of its common stock by issuing
12,578,125 shares of common stock for aggregate gross proceeds of $201.3
million. The net proceeds to the Company after deducting underwriting
discounts and commissions and estimated offering expenses are expected to be
approximately $190.9 million. With the proceeds from this offering
and the proceeds received by the Company from issuances pursuant to its Dividend
Reinvestment and Stock Purchase Plan, the Company has received aggregate gross
proceeds from “Qualified Equity Offerings” in excess of the $196.0 million
aggregate liquidation preference amount of its Series A preferred stock issued
under the U.S. Treasury Department’s Capital Purchase Program. As a
result, the number of shares of the Company’s common stock underlying the
warrant issued to the Treasury under the Capital Purchase Program has been
reduced by 50%, from 1,012,048 shares to 506,024 shares.
At
September 30, 2009, the Company’s total risk-based capital ratio was 15.76%;
Tier 1 capital to risk-weighted assets ratio was 13.80% and Tier 1 capital to
average asset ratio was 10.60%. MB Financial Bank’s total risk-based
capital ratio was 12.51%; Tier 1 capital to risk-weighted assets ratio was
10.55% and Tier 1 capital to average asset ratio was 8.09%. MB Financial Bank,
N.A. was categorized as “Well-Capitalized” at September 30, 2009 under the
regulations of the Office of the Comptroller of the Currency.
Loan
Portfolio
The
following table sets forth the composition of the loan portfolio, excluding
loans held for sale, as of the dates indicated (dollars in
thousands):
September
30,
|
December
31,
|
September
30,
|
||||||||
2009
|
2008
|
2008
|
||||||||
Amount
|
%
of Total
|
Amount
|
%
of Total
|
Amount
|
%
of Total
|
|||||
Commercial
related credits:
|
||||||||||
Commercial
loans
|
$
1,422,989
|
22%
|
$
1,522,380
|
24%
|
$ 1,510,620
|
25%
|
||||
Commercial
loans collateralized by assignment of lease payments (lease
loans)
|
881,963
|
13%
|
649,918
|
10%
|
609,101
|
10%
|
||||
Commercial
real estate
|
2,446,909
|
38%
|
2,353,261
|
38%
|
2,275,183
|
37%
|
||||
Construction
real estate
|
697,232
|
11%
|
757,900
|
13%
|
756,694
|
12%
|
||||
Total
commercial related credits
|
5,449,093
|
84%
|
5,283,459
|
85%
|
5,151,598
|
84%
|
||||
Other
loans:
|
||||||||||
Residential
real estate
|
291,889
|
4%
|
295,336
|
5%
|
300,223
|
5%
|
||||
Indirect
motorcycle
|
159,273
|
2%
|
153,277
|
2%
|
155,045
|
3%
|
||||
Indirect
automobile
|
26,226
|
1%
|
35,950
|
1%
|
38,844
|
1%
|
||||
Home
equity
|
408,184
|
7%
|
401,029
|
6%
|
383,399
|
6%
|
||||
Consumer
loans
|
66,600
|
1%
|
59,512
|
1%
|
66,938
|
1%
|
||||
Total
other loans
|
952,172
|
15%
|
945,104
|
15%
|
944,449
|
16%
|
||||
Gross
loans excluding covered loans
|
6,401,265
|
99%
|
6,228,563
|
100%
|
6,096,047
|
100%
|
||||
Covered
loans
|
91,230
|
1%
|
-
|
-
|
-
|
-
|
||||
Gross
loans
|
6,492,495
|
100%
|
6,228,563
|
100%
|
6,096,047
|
100%
|
||||
Allowance
for loan losses
|
(189,232)
|
(144,001)
|
(88,863)
|
|||||||
Net
loans
|
$
6,303,263
|
$
6,084,562
|
$
6,007,184
|
(1)
|
Gross
loan balances at September 30, 2009, December 31, 2008, and September 30,
2008 are net of unearned income, including net deferred loan fees of $4.6
million, $4.5 million, and $4.7 million,
respectively.
|
Total
loans and total commercial related credits increased from December 31, 2008 to
September 30, 2009, by 6% and 4%, respectively, on an annualized
basis. Total loans and total commercial related credits also
increased from September 30, 2008 to September 30, 2009, by 7% and 6%,
respectively. These increases were primarily due to the Heritage,
InBank, and Corus transactions.
Asset
Quality
The
following table presents a summary of non-performing assets, excluding loans
held for sale, as of the dates indicated (dollar amounts in
thousands):
September
30,
|
December
31,
|
September
30,
|
||||
2009
|
2008
|
2008
|
||||
Non-performing
loans(1):
|
||||||
Non-accrual
loans
|
$
286,623
|
$
145,936
|
$
115,716
|
|||
Loans
90 days or more past due, still accruing interest
|
-
|
-
|
1,490
|
|||
Total
non-performing loans
|
286,623
|
145,936
|
117,206
|
|||
Other
real estate owned(2)
|
22,612
|
4,366
|
3,821
|
|||
Repossessed
vehicles
|
271
|
356
|
108
|
|||
Total
non-performing assets
|
$
309,506
|
$
150,658
|
$
121,135
|
|||
Total
non-performing loans to total loans
|
4.41%
|
2.34%
|
1.92%
|
|||
Total
non-performing assets to total assets
|
2.19%
|
1.71%
|
1.45%
|
|||
Allowance
for loan losses to non-performing loans(1)
|
66.02%
|
98.67%
|
75.82%
|
(1)
|
Excludes
purchased credit-impaired loans that were acquired as part of the
Heritage, InBank and Corus transactions. Deterioration in
credit quality occurred prior to acquisition. Fair value of these
loans as of acquisition include estimates of credit losses. These loans are accounted for on
a pool basis, and the pools are considered to be
performing. See Note 6 to the Consolidated Financial Statements
for further information regarding purchased credit-impaired
loans.
|
(2)
|
Excludes
other real estate owned that is related to the Heritage and InBank
FDIC-assisted transactions. Other real estate owned related to
the Heritage transaction, which totaled $2.7 million at September 30,
2009, is subject to the loss sharing agreement with the
FDIC. Other real estate owned related to Inbank is performing
as expected and is therefore excluded from non-performing assets.
See Note 2 of the Financial
Statements presented under Item 1 of this report for further
information.
|
The
following table presents data related to non-performing loans, excluding loans
held for sale and purchased credit-impaired loans that were acquired as part of
the Heritage, InBank and Corus transactions, by dollar amount and category at
September 30, 2009 (dollar amounts in thousands):
Commercial
and Lease Loans
|
Construction
Real Estate Loans
|
Commercial
Real Estate Loans
|
Consumer
Loans
|
Total
Loans
|
||||
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Amount
|
Amount
|
|
$10.0
million or more
|
-
|
$
-
|
5
|
$
81,073
|
1
|
$
10,297
|
$
-
|
$
91,370
|
$5.0
million to $9.9 million
|
-
|
-
|
9
|
68,237
|
1
|
7,216
|
-
|
75,453
|
$1.5
million to $4.9 million
|
2
|
6,002
|
15
|
41,065
|
5
|
12,688
|
1,703
|
61,458
|
Under
$1.5 million
|
38
|
11,894
|
21
|
12,969
|
48
|
18,227
|
15,252
|
58,342
|
40
|
$
17,896
|
50
|
$
203,344
|
55
|
$
48,428
|
$
16,955
|
$
286,623
|
|
Percentage
of individual loan category
|
0.78%
|
29.16%
|
1.98%
|
1.78%
|
4.41%
|
The
following table presents data related to non-performing loans, excluding loans
held for sale, by dollar amount and category at December 31, 2008 (dollar
amounts in thousands):
Commercial
and Lease Loans
|
Construction
Real Estate Loans
|
Commercial
Real Estate Loans
|
Consumer
Loans
|
Total
Loans
|
||||
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Amount
|
Amount
|
|
$10.0
million or more
|
1
|
$
10,851
|
2
|
$
24,595
|
-
|
$
-
|
$
-
|
$
35,446
|
$5.0
million to $9.9 million
|
-
|
-
|
4
|
29,235
|
-
|
-
|
-
|
29,235
|
$1.5
million to $4.9 million
|
-
|
-
|
6
|
22,893
|
7
|
17,917
|
-
|
40,810
|
Under
$1.5 million
|
16
|
9,167
|
16
|
9,324
|
33
|
14,141
|
7,813
|
40,445
|
17
|
$
20,018
|
28
|
$
86,047
|
40
|
$
32,058
|
$
7,813
|
$
145,936
|
|
Percentage
of individual loan category
|
0.92%
|
11.35%
|
1.36%
|
0.83%
|
2.34%
|
The
increase in non-performing loans was primarily a result of the continued
weakening economic conditions discussed above in “Results of Operations – Third
Quarter Results”. Borrowers continued to migrate to higher risk
ratings as economic conditions continued to deteriorate during the nine months
ending September 30, 2009.
Allowance
for Loan Losses
Management
believes the allowance for loan losses accounting policy is critical to the
portrayal and understanding of our financial condition and results of
operations. Selection and application of this “critical accounting
policy” involves judgments, estimates, and uncertainties that are subject to
change. In the event that different assumptions or conditions were to
prevail, and depending upon the severity of such changes, materially different
financial condition or results of operations is a reasonable
possibility.
We
maintain our allowance for loan losses at a level that management believes is
appropriate to absorb probable losses on existing loans based on an evaluation
of the collectability of loans, underlying collateral and prior loss
experience.
Our
allowance for loan losses is comprised of three elements: a general loss
reserve; a specific reserve for impaired loans; and a reserve for
smaller-balance homogenous loans. Each element is discussed
below.
General Loss
Reserve. We maintain a general loan loss reserve for the four
categories of commercial-related loans in our portfolio - commercial loans,
commercial loans collateralized by the assignment of lease payments (lease
loans), commercial real estate loans and construction real estate
loans. We use a loan loss reserve model that incorporates the
migration of loan risk rating and historical default data over a multi-year
period. Under our loan risk rating system, each loan, with the
exception of those included in large groups of smaller-balance homogeneous
loans, is risk rated between one and nine by the originating loan officer,
Senior Credit Management, Loan Review or any loan committee. Loans
rated one represent those loans least likely to default and a loan rated nine
represents a loss. The probability of loans defaulting for each risk
rating, sometimes referred to as default factors, are estimated based on the
frequency with which loans migrate from one risk rating to another and to
default status over time. Estimated loan default factors are
multiplied by individual loan balances in each risk-rating category and again
multiplied by an historical loss given default estimate for each loan type
(which incorporates estimated recoveries) to determine an appropriate level of
allowance by loan type. This approach is applied to the commercial,
commercial real estate and construction real estate components of the
portfolio.
Moody’s
Corporation migration factors, rather than the Company’s actual loss and
migration experience, are used to develop estimated default factors for lease
loans, as we have not historically had sufficient losses or defaults in our
lease loans to be able to have reliable factors of our
own. The use of Moody’s Corporation default factors results in a
higher (and we believe, more appropriate) reserve than would result from using
our much more limited default data. Since the Moody’s
Corporation default data involve lessees generally comparable to the lessees
under the Company’s lease loans, the Company believes the Moody’s Corporation
data may be more indicative of the potential losses inherent in the Company’s
lease loan portfolio.
Lessees
tend to be Fortune 1000 companies and have an investment grade public debt
rating by Moody’s or Standard and Poors or the equivalent, though we also
provide credit to below investment grade and non-rated companies. The
Company maps 25 years of Moody’s Corporation default factors to the Company’s
risk ratings and uses the factors in the Company’s loan loss reserve model to
increase general reserves for industry related risks. The Company has
the capability to gather reliable data in this area, will continue to monitor
historical losses, default history and migrations in our lease loan portfolio
and will use internal historical data when the loss data is deemed to be more
representative of the potential losses inherent in the lease loan
portfolio.
The
general allowance for loan losses also includes estimated losses resulting from
macroeconomic factors and imprecision of our loan loss
model. Macroeconomic factors adjust the allowance for loan losses
upward or downward based on the current point in the economic cycle and are
applied to the loan loss model through a separate allowance element for the
commercial, commercial real estate, construction real estate and lease loan
components. To determine our macroeconomic factors, we use specific
economic data that has a statistical correlation to loan losses. We
annually review this data to determine that such a correlation continues to
exist. Additionally, as the factors are only updated annually, we
periodically review the macroeconomic factors in order to conclude they are
adequate based on current economic conditions.
Model
imprecision accounts for the possibility that our limited loan loss history may
result in inaccurate estimated default and loss given default
factors. Factors for imprecision modify estimated default factors
calculated by our migration analysis and are based on the standard deviation of
each estimated default factor. We do not apply imprecision factors to
the lease portfolio, as we use migration factors that incorporate approximately
30 years of data from Moody’s Corporation.
At each
quarter end, potential problem loans are reviewed individually, with adjustments
made to the general calculated reserve for each loan as deemed
necessary. Specific adjustments are made depending on expected cash
flows and/or the value of the collateral securing the loan. See
discussion in “Specific Reserve” section below.
The
general loss reserve was $96.5 million as of September 30, 2009, and $87.0
million as of December 31, 2008. The increase in the general loss
reserve was primarily due to loans migrating from lower risk ratings to higher
risk ratings during the nine months ended September 30,
2009. Reserves on impaired loans are included in the “Specific
Reserve” section below. See additional discussion in “Potential
Problem Loans” below.
Specific
Reserves. Our allowance for loan losses also includes specific
reserves on impaired loans. A loan is considered to be impaired when
management believes, after considering collection efforts and other factors, the
borrower’s financial condition is such that the collection of all contractual
principal and interest payments due is doubtful.
At each
quarter end, impaired loans are reviewed individually, with adjustments made to
the general calculated reserve for each loan as deemed
necessary. Specific adjustments are made depending on expected cash
flows and/or the value of the collateral securing the loan. For a
majority of impaired loans, the Company obtains a current external
appraisal. Other valuation techniques are used as well, including
internal valuations, comparable property analysis and contractual sales
information. For substantially all impaired loans with an appraisal
more than 6 months old, the Company often further discounts market prices by
20%-30% and in some cases, up to an additional 50%. This discount is
based on our evaluation of related market conditions and is in addition to a
reduction in value for potential sales costs and discounting that has been
incorporated in the independent appraisal.
The total
specific reserve component of the allowance was $83.7 million as of September
30, 2009 and $52.1 million as of December 31, 2008. The increase in
specific reserve relates to the increase in impaired loans in the
portfolio. See discussion in “Third Quarter Results” for additional
discussion of the impacts of the economic environment on the loan
portfolio.
Smaller Balance Homogenous
Loans. Pools of homogeneous loans with similar risk and loss
characteristics are also assessed for probable losses. These loan
pools include consumer, residential real estate, home equity and indirect
vehicle loans. Migration probabilities obtained from past due roll
rate analyses are applied to current balances to forecast charge-offs over a one
year time horizon. For improved accuracy, indirect vehicle loan
losses are estimated using a combination of our historical loss statistics as
well as industry loss statistics. The reserves for smaller balance
homogenous loans totaled $9.0 million at September 30, 2009, and $4.9 million at
December 31, 2008.
We
consistently apply our methodology for determining the appropriateness of the
allowance for loan losses, but may adjust our methodologies and assumptions
based on historical information related to charge-offs and management's
evaluation of the loan portfolio. In this regard, we periodically
review the following in order to validate our allowance for loan losses:
historical net charge-offs as they relate to prior allowance for loan loss,
comparison of historical migration years to the current migration year, and any
significant changes in loan concentrations. In reviewing this data,
we adjust qualitative factors within our allowance methodology to appropriately
reflect any changes warranted by the validation process.
A
reconciliation of the activity in the allowance for loan losses follows (dollar
amounts in thousands):
Three
Months Ended
|
Nine
Months Ended
|
||||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
||||
2009
|
2008
|
2009
|
2008
|
||||
Balance
at the beginning of period
|
$
181,356
|
$
82,544
|
$
144,001
|
$
65,103
|
|||
Provision
for loan losses
|
45,000
|
18,400
|
161,800
|
53,140
|
|||
Charge-offs
|
(39,461)
|
(12,724)
|
(120,102)
|
(31,800)
|
|||
Recoveries
|
2,337
|
643
|
3,533
|
2,420
|
|||
Net
charge-offs
|
(37,124)
|
(12,081)
|
(116,569)
|
(29,380)
|
|||
Balance
|
$
189,232
|
$
88,863
|
$
189,232
|
$
88,863
|
|||
Total
loans, excluding loans held for sale
|
$
6,492,495
|
$
6,096,047
|
$
6,492,495
|
$
6,096,047
|
|||
Average
loans, excluding loans held for sale
|
$
6,452,094
|
$
6,026,179
|
$
6,327,857
|
$
5,880,885
|
|||
Ratio
of allowance for loan losses to total loans, excluding loans held for
sale
|
2.91%
|
1.46%
|
2.91%
|
1.46%
|
|||
Net
loan charge-offs to average loans, excluding loans held for sale
(annualized)
|
2.28%
|
0.80%
|
2.46%
|
0.67%
|
Net
charge-offs increased $87.2 million to $116.6 million in the nine months ended
September 30, 2009 compared to $29.4 million in the nine months ended September
30, 2008. As noted in “Third Quarter Results”, the increase in
charge-offs was primarily due to continued weakness of borrowers’ ability to
repay and the value of the underlying collateral related to impaired
loans.
Provision
for loan losses increased by $108.7 million to $161.8 million in the nine months
ended September 30, 2009 from $53.1 million in the same period of
2008. The increase in our provision for loan losses was primarily the
result of increased charge-offs during the nine months ended September 30, 2009
and the migration of loans to non-performing during the same
period. See discussion in “Year-to-Date Results” for additional
discussion of the impacts of the economic environment on the loan
portfolio.
Additions
to the allowance for loan losses, which are charged to earnings through the
provision for loan losses, are determined based on a variety of factors,
including specific reserves, current loan risk ratings, delinquent loans,
historical loss experience and economic conditions in our market
area. In addition, federal regulatory authorities, as part of the
examination process, periodically review our allowance for loan
losses. The regulators may require us to record adjustments to the
allowance level based upon their assessment of the information available to them
at the time of examination. Although management believes the
allowance for loan losses is sufficient to cover probable losses inherent in the
loan portfolio, there can be no assurance that the allowance will prove
sufficient to cover actual loan losses.
We
utilize an internal asset classification system as a means of reporting problem
and potential problem assets. At our scheduled meetings of the board
of directors of MB Financial Bank, a watch list is presented, showing
significant loan relationships listed as “Special Mention,” “Substandard,” and
“Doubtful.” Under our risk rating system noted above, Special
Mention, Substandard, and Doubtful loan classifications correspond to risk
ratings six, seven, and eight, respectively. An asset is classified
Substandard, or risk rated seven if it is inadequately protected by the current
net worth and paying capacity of the obligor or the collateral pledged, if
any. Substandard assets include those characterized by the distinct
possibility that we will sustain some loss if the deficiencies are not
corrected. Assets classified as Doubtful, or risk rated eight have
all the weaknesses inherent in those classified Substandard with the added
characteristic that the weaknesses present make collection or liquidation in
full, on the basis of currently existing facts, conditions and values, highly
questionable and improbable. Assets classified as Loss, or risk rated
nine are those considered uncollectible and viewed as valueless assets and have
been charged-off. Assets that do not currently expose us to
sufficient risk to warrant classification in one of the aforementioned
categories, but possess weaknesses that deserve management’s close attention are
deemed to be Special Mention, or risk rated six.
Our
determination as to the classification of our assets and the amount of our
valuation allowances is subject to review by the Office of the Comptroller of
the Currency, MB Financial Bank’s primary regulator, which can order the
establishment of additional general or specific loss
allowances. There can be no assurance that regulators, in reviewing
our loan portfolio, will not request us to materially adjust our allowance for
loan losses. The Office of the Comptroller of the Currency, in
conjunction with the other federal banking agencies, has adopted an interagency
policy statement on the allowance for loan losses. The policy
statement provides guidance for financial institutions on both the
responsibilities of management for the assessment and establishment of adequate
allowances and guidance for banking agency examiners to use in determining the
adequacy of general valuation guidelines. Generally, the policy
statement recommends that (1) institutions have effective systems and controls
to identify, monitor and address asset quality problems; (2) management has
analyzed all significant factors that affect the collectability of the portfolio
in a reasonable manner; and (3) management has established acceptable allowance
evaluation processes that meet the objectives set forth in the policy
statement. Management believes it has established an adequate
allowance for probable loan losses. We analyze our process regularly,
with modifications made if needed, and report those results four times per year
at meetings of our board of directors. However, there can be no
assurance that regulators, in reviewing our loan portfolio, will not request us
to materially adjust our allowance for loan losses at the time of their
examination.
Although
management believes that adequate specific and general loan loss allowances have
been established, actual losses are dependent upon future events and, as such,
further additions to the level of specific and general loan loss allowances may
become necessary.
Potential
Problem Loans
We define
potential problem loans as performing loans rated substandard, that do not meet
the definition of a non-performing loan (See “Asset Quality” section above for
non-performing loans). We do not necessarily expect to realize losses
on potential problem loans, but we recognize potential problem loans carry a
higher probability of default and require additional attention by
management. The aggregate principal amounts of potential problem
loans,
excluding
loans held for sale, as of September 30, 2009, and December 31, 2008 were
approximately $255.6 million, and $100.9 million, respectively. The
majority of the increase in potential problem loans was due to construction real
estate loans. As noted earlier, the increase in potential problem
loans was primarily due to the continued deterioration in underlying collateral
values and the overall economic environment during the nine months ended
September 30, 2009. See discussion in “Year-to-Date Results” for
additional discussion of the impacts of the economic environment on the loan
portfolio.
Lease
Investments
The lease
portfolio is comprised of various types of equipment, generally technology
related, including computer systems and satellite equipment, material handling
and general manufacturing equipment. The credit quality of the lessee
is often an investment grade public debt rating by Moody’s or Standard &
Poors, or the equivalent as determined by us, and at times below investment
grade.
Lease
investments by categories follow (in thousands):
September
30,
|
December
31,
|
September
30,
|
|||||
2009
|
2008
|
2008
|
|||||
Direct
finance leases:
|
|||||||
Minimum
lease payments
|
$
62,899
|
$
61,239
|
$
54,200
|
||||
Estimated
unguaranteed residual values
|
7,335
|
7,093
|
6,742
|
||||
Less:
unearned income
|
(7,053)
|
(7,484)
|
(6,439)
|
||||
Direct
finance leases (1)
|
$
63,181
|
$
60,848
|
$
54,503
|
||||
Leveraged
leases:
|
|||||||
Minimum
lease payments
|
$
24,794
|
$
30,150
|
$
33,140
|
||||
Estimated
unguaranteed residual values
|
4,918
|
4,914
|
4,977
|
||||
Less:
unearned income
|
(2,388)
|
(2,804)
|
(3,164)
|
||||
Less:
related non-recourse debt
|
(23,570)
|
(28,437)
|
(31,166)
|
||||
Leveraged
leases (1)
|
$
3,754
|
$ 3,823
|
$ 3,787
|
||||
Operating
leases:
|
|||||||
Equipment,
at cost
|
$
223,454
|
$
196,068
|
$
183,418
|
||||
Less:
accumulated depreciation
|
(88,253)
|
(71,034)
|
(65,944)
|
||||
Lease
investments, net
|
$
135,201
|
$
125,034
|
$
117,474
|
(1)
|
Direct
finance and leveraged leases are included as commercial loans
collateralized by assignment of lease payments for financial statement
purposes.
|
Leases
that transfer substantially all of the benefits and risk related to the
equipment ownership to the lessee are classified as direct
financing. If these direct finance leases have non-recourse debt
associated with them, they are further classified as leveraged leases, and the
associated debt is netted with the outstanding balance in the consolidated
financial statements. Interest income on direct finance and leveraged
leases is recognized using methods which approximate a level yield over the term
of the lease.
Operating
leases are investments in equipment leased to other companies, where the
residual component makes up more than 10% of the investment. The
Company funds most of the lease equipment purchases internally, but has some
loans at other banks which totaled $21.9 million at September 30, 2009, $27.7
million at December 31, 2008 and $27.1 million at September 30,
2008.
The lease
residual value represents the present value of the estimated fair value of the
leased equipment at the termination of the lease. Lease residual
values are reviewed quarterly and any write-downs, or charge-offs deemed
necessary are recorded in the period in which they become
known. Gains on leased equipment periodically result when a lessee
renews a lease or purchases the equipment at the end of a lease, or the
equipment is sold to a third party at a profit. Individual lease
transactions can, however, result in a loss. This generally happens
when, at the end of a lease, the lessee does not renew the lease or purchase the
equipment. To mitigate this risk of loss, we usually limit individual
leased equipment residuals (expected lease book values at the end of initial
lease terms) to approximately $500 thousand per transaction and seek to
diversify both the type of equipment leased and the industries in which the
lessees to whom such equipment is leased participate. Often times,
there are several individual lease schedules under one master
lease. There were 2,206 leases at September 30, 2009 compared to
2,273 leases at December 31, 2008
and 2,184
leases at September 30, 2008. The average residual value per lease
schedule was approximately $25 thousand at September 30, 2009, and $20 thousand
at December 31, 2008 and September 30, 2008. The average residual
value per master lease schedule was approximately $175 thousand at September 30,
2009, $169 thousand at December 31, 2008, and $171 thousand at September 30,
2008.
At
September 30, 2009, the following reflects the residual values for leases by
category in the year the initial lease term ends (in
thousands):
Residual
Values
|
||||||
Direct
|
||||||
Finance
|
Leveraged
|
Operating
|
||||
End
of initial lease term December 31,
|
Leases
|
Leases
|
Leases
|
Total
|
||
2009
|
$
581
|
$
90
|
$
4,592
|
$
5,263
|
||
2010
|
1,708
|
2,261
|
6,738
|
10,707
|
||
2011
|
2,464
|
1,463
|
11,176
|
15,103
|
||
2012
|
1,447
|
966
|
9,389
|
11,802
|
||
2013
|
467
|
138
|
4,196
|
4,801
|
||
2014
& Thereafter
|
668
|
-
|
6,902
|
7,570
|
||
$
7,335
|
$
4,918
|
$ 42,993
|
$
55,246
|
Investment
Securities Available for Sale
The
following table sets forth the amortized cost and fair value of our investment
securities available for sale, by type of security as indicated (in
thousands):
At
September 30, 2009
|
At
December 31, 2008
|
At
September 30, 2008
|
||||
Amortized
|
Fair
|
Amortized
|
Fair
|
Amortized
|
Fair
|
|
Cost
|
Value
|
Cost
|
Value
|
Cost
|
Value
|
|
Government
sponsored agencies and enterprises
|
$
322,620
|
$
323,969
|
$
171,385
|
$
179,373
|
$
206,429
|
$
209,350
|
Bank
notes issued through the TLGP(1)
|
1,628,495
|
1,628,392
|
-
|
-
|
-
|
-
|
States
and political subdivisions
|
372,772
|
396,124
|
417,608
|
427,999
|
428,610
|
430,120
|
Mortgage-backed
securities
|
1,625,378
|
1,636,275
|
682,679
|
690,285
|
568,054
|
569,947
|
Corporate
bonds
|
6,381
|
6,381
|
34,546
|
34,565
|
7,764
|
6,990
|
Equity
securities
|
3,742
|
3,839
|
3,595
|
3,606
|
3,557
|
3,524
|
Debt
securities issued by foreign governments
|
-
|
-
|
301
|
302
|
301
|
298
|
Total
|
$
3,959,388
|
$
3,994,980
|
$
1,310,114
|
$
1,336,130
|
$
1,214,715
|
$
1,220,229
|
(1)
|
Represents
bank notes that are guaranteed by the FDIC under the Temporary Liquidity
Guarantee Program (TLGP).
|
The
increase in government sponsored agencies and the addition of bank
notes issued through the TLGP was a result of the acquisition of certain
assets of Corus. A majority of the investment securities acquired in
the Corus transaction are expected to be sold to fund the redemption/run-off of
the remaining out-of-market Corus certificates of deposit and money market
accounts. The increase in mortgage-backed securities was a result of
deploying cash acquired in the Corus transaction.
Liquidity
and Sources of Capital
Our cash
flows are composed of three classifications: cash flows from operating
activities, cash flows from investing activities, and cash flows from financing
activities.
Cash
flows from operating activities primarily include results of operations for the
period, adjusted for items in net income that did not impact
cash. Net cash provided by operating activities increased by $97.6
million to $173.7 million for the nine months ended September 30, 2009, from the
nine months ended September 30, 2008. The increase was primarily due
to an increase in provision for loan losses, partially offset by a decrease in
net income.
Cash
flows from investing activities reflects the impact of loans and investments
acquired for the Company’s interest-earning asset portfolios, as well as cash
flows from asset sales, the impact of acquisitions and FDIC assisted
transactions. For the nine months ended September 30, 2009, the
Company had net cash flows provided by investing activities of $4.0 billion,
compared to net cash flows used in investing activities of $620.5 million for
the nine
months
ended September 30, 2008. The change in cash flows from investing
activities was primarily due to cash proceeds received in FDIC assisted
transactions during the nine months ended September 30,
2009. Additionally, our organic loan growth slowed, primarily due to
the current economic environment.
Cash
flows from financing activities include transactions and events whereby cash is
obtained from depositors, creditors or investors. For the nine months
ended September 30, 2009, the Company had net cash flows used in financing
activities of $1.9 billion, compared to net cash flows provided by financing
activities of $518.4 million for the nine months ended September 30,
2008. The change in cash flows from financing activities was
primarily the result of a reduction in deposits related to the run-off of
certain Corus deposits. See “Balance Sheet” section above for further
analysis regarding our reduction in deposits related to the Corus
transaction.
We expect
to have adequate cash to meet our liquidity needs. Liquidity
management is monitored by an Asset/Liability Management Committee, consisting
of members of management, which review historical funding requirements, current
liquidity position, sources and stability of funding, marketability of assets,
options for attracting additional funds, and anticipated future funding needs,
including the level of unfunded commitments.
The
Company has numerous sources of liquidity including readily marketable
investment securities, shorter-term loans within the loan portfolio, principal
and interest cash flows from investments and loans, the ability to attract
retail and public fund time deposits and to purchase brokered time
deposits.
In the
event that additional short-term liquidity is needed or the Company is unable to
retain brokered deposits, MB Financial Bank has established relationships with
several large regional banks to provide short-term borrowings in the form of
federal funds purchases. While, at September 30, 2009, there were no
firm lending commitments in place, management believes that MB Financial Bank
could borrow approximately $270.0 million for a short time from these banks on a
collective basis. MB Financial Bank can participate in the Federal
Reserve’s Term Auction Facility to provide additional short-term
liquidity. As of September 30, 2009, the Company had $100.0 million
outstanding from the Federal Reserve Term Auction Facility, and could borrow an
additional amount of approximately $348.1 million. Additionally, MB
Financial Bank is a member of Federal Home Loan Bank of Chicago
(FHLB). As of September 30, 2009, the Company had $329.4 million
outstanding in FHLB advances, and could borrow an additional amount of
approximately $150.8 million. As a contingency plan for significant
funding needs, the Asset/Liability Management Committee may also consider the
sale of investment securities, selling securities under agreement to repurchase,
or the temporary curtailment of lending activities. As of September
30, 2009, the Company had approximately $3.2 billion of unpledged securities,
excluding securities available for pledge at the FHLB.
See Notes
11 and 12 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.
The
following table summarizes our significant contractual obligations and other
potential funding needs at September 30, 2009 (in thousands):
Contractual
Obligations
|
Total
|
Less
than 1 Year
|
1
- 3 Years
|
3
- 5 Years
|
More
than 5 Years
|
Time
deposits
|
$
4,663,874
|
$
3,953,937
|
$
572,088
|
$
123,919
|
$
13,930
|
Long-term
borrowings
|
341,315
|
46,123
|
81,232
|
20,456
|
193,504
|
Junior
subordinated notes issued to capital trusts
|
158,712
|
-
|
-
|
-
|
158,712
|
Operating
leases
|
37,950
|
4,214
|
7,450
|
9,092
|
17,194
|
Capital
expenditures
|
1,353
|
1,353
|
-
|
-
|
-
|
Total
|
$
5,203,204
|
$
4,005,627
|
$
660,770
|
$
153,467
|
$
383,340
|
Commitments
to extend credit and letters of credit
|
$
1,632,933
|
At
September 30, 2009, the Company’s total risk-based capital ratio was 15.76%;
Tier 1 capital to risk-weighted assets ratio was 13.80% and Tier 1 capital to
average asset ratio was 10.60%. MB Financial Bank’s total risk-based
capital ratio was 12.51%; Tier 1 capital to risk-weighted assets ratio was
10.55% and Tier 1 capital to average asset ratio was 8.09%. MB Financial Bank,
N.A. was categorized as “Well-Capitalized” at September 30, 2009 under the
regulations of the Office of the Comptroller of the Currency.
Non-GAAP
Financial Information
This
report contains certain financial information determined by methods other than
in accordance with accounting principles generally accepted in the United States
of America (GAAP). These measures include net interest income on a
fully tax equivalent basis and net interest margin on a fully tax equivalent
basis. Our management uses these non-GAAP measures in its analysis of
our performance. The tax equivalent adjustment to net interest income
recognizes the income tax savings when comparing taxable and tax-exempt assets
and assumes a 35% tax rate. Management believes that it is a standard
practice in the banking industry to present net interest income and net interest
margin on a fully tax equivalent basis, and accordingly believes that providing
these measures may be useful for peer comparison purposes. These
disclosures should not be viewed as substitutes for the results determined to be
in accordance with GAAP, nor are they necessarily comparable to non-GAAP
performance measures that may be presented by other
companies. Reconciliations of net interest income on a fully tax
equivalent basis to net interest income and net interest margin on a fully tax
equivalent basis to net interest margin are contained in the tables under “Net
Interest Margin.”
Forward-Looking
Statements
When used
in this Quarterly Report on Form 10-Q and in other 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," "should," "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 MB Financial, Inc.’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, synergies and other benefits from our merger and
acquisition activities might not be realized within the anticipated time frames
or at all, and costs or difficulties relating to integration matters, including
but not limited to customer and employee retention, might be greater than
expected; (2) the possibility that the expected benefits of the Corus and
InBank transactions will not be realized, whether because of the possibility
that the planned run-off of deposits and balance sheet shrinkage following the
Corus transaction might not occur under the time frames we anticipate or at all,
or due to other factors; (3) 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, which could necessitate additional provisions for loan losses, resulting
both from loans we originate and loans we acquire from other financial
institutions; (4) results of examinations by the Office of Comptroller of
Currency and other regulatory authorities, including the possibility that any
such regulatory authority may, among other things, require us to increase our
allowance for loan losses or write-down assets; (5) competitive pressures
among depository institutions; (6) interest rate movements and their impact
on customer behavior and net interest margin; (7) the impact of repricing
and competitors’ pricing initiatives on loan and deposit products;
(8) fluctuations in real estate values; (9) the ability to adapt
successfully to technological changes to meet customers’ needs and developments
in the market place; (10) our ability to realize the residual values of our
direct finance, leveraged, and operating leases; (11) our ability to access
cost-effective funding; (12) changes in financial markets; (13) changes in
economic conditions in general and in the Chicago metropolitan area in
particular; (14) the costs, effects and outcomes of litigation; (15) new
legislation or regulatory changes, including but not limited to changes in
federal and/or state tax laws or interpretations thereof by taxing authorities
and other governmental initiatives affecting the financial services industry;
(16) changes in accounting principles, policies or guidelines; (17) our future
acquisitions of other depository institutions or lines of business; and (18)
future goodwill impairment due to changes in our business, changes in market
conditions, or other factors.
We do 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.
Market
Risk and Asset Liability Management
Market Risk. Market
risk is the risk that the market value or estimated fair value of our assets,
liabilities, and derivative financial instruments will decline as a result of
changes in interest rates or financial market volatility, or that our net income
will be significantly reduced by interest rate changes. Market risk
is managed operationally in our Treasury Group, and is addressed through a
selection of funding and hedging instruments supporting balance sheet assets, as
well as monitoring our asset investment strategies.
Asset Liability
Management. Management and our Treasury Group continually
monitor our sensitivity to interest rate changes. It is our policy to
maintain an acceptable level of interest rate risk over a range of possible
changes in interest rates while remaining responsive to market demand for loan
and deposit products. The strategy we employ to manage our interest
rate risk is to measure our risk using an asset/liability simulation
model. The model considers several factors to determine our potential
exposure to interest rate risk, including measurement of repricing gaps,
duration, convexity, value at risk, and the market value of portfolio equity
under assumed changes in the level of interest rates, shape of the yield curves,
and general market volatility. Management controls our interest rate
exposure using several strategies, which include adjusting the maturities of
securities in our investment portfolio, and limiting fixed rate loans or fixed
rate deposits with terms of more than five years. We also use
derivative instruments, principally interest rate swaps, to manage our interest
rate risk. See Note 14 to the Consolidated Financial
Statements.
Interest Rate
Risk. Interest rate risk can come in a variety of forms,
including repricing risk, yield curve risk, basis risk, and prepayment
risk. We experience repricing risk when the change in the average
yield of either our interest earning assets or interest bearing liabilities is
more sensitive than the other to changes in market interest
rates. Such a change in sensitivity could reflect a number of
possible mismatches in the repricing opportunities of our assets and
liabilities.
In the
event that yields on our assets and liabilities do adjust to changes in market
rates to the same extent, we may still be exposed to yield curve
risk. Yield curve risk reflects the possibility the changes in the
shape of the yield curve could have different effects on our assets and
liabilities.
Variable
or floating rate, assets and liabilities that reprice at similar times and have
base rates of similar maturity may still be subject to interest rate
risk. If financial instruments have different base rates, we are
subject to basis risk reflecting the possibility that the spread from those base
rates will deviate.
We hold
mortgage-related investments, including mortgage loans and mortgage-backed
securities. Prepayment risk is associated with mortgage-related
investments and results from homeowners’ ability to pay off their mortgage loans
prior to maturity. We limit this risk by restricting the types of
mortgage-backed securities we may own to those with limited average life changes
under certain interest-rate shock scenarios, or securities with embedded
prepayment penalties. We also limit the fixed rate mortgage loans
held with maturities greater than five years.
Measuring Interest Rate
Risk. As noted above, interest rate risk can be measured by
analyzing the extent to which the repricing of assets and liabilities are
mismatched to create an interest sensitivity gap. An asset or
liability is said to be interest rate sensitive within a specific period if it
will mature or reprice within that period. The interest rate
sensitivity gap is defined as the difference between the amount of interest
earning assets maturing or repricing within a specific time period and the
amount of interest bearing liabilities maturing or repricing within that same
time period. A gap is considered positive when the amount of interest
rate sensitive assets exceeds the amount of interest rate sensitive
liabilities. A gap is considered negative when the amount of interest
rate sensitive liabilities exceeds the amount of interest rate sensitive
assets. During a period of falling interest rates, therefore, a
positive gap would tend to adversely affect net interest
income. Conversely, during a period of rising interest rates, a
positive gap position would tend to result in an increase in net interest
income.
The
following table sets forth the amounts of interest earning assets and interest
bearing liabilities outstanding at September 30, 2009 that we anticipate, based
upon certain assumptions, to reprice or mature in each of the future time
periods shown. Except as stated below, the amount of assets and
liabilities shown which reprice or mature during a particular period were
determined based on the earlier of the term to repricing or the term to
repayment of the asset or liability. See the "Balance Sheet" and
“Investment Securities Available for Sale” sections presented under Item 2 of
this report for discussion regarding the anticipated redemption/run-off of the
remaining out-of-market deposits assumed in the Corus
transaction. The table is intended to provide an approximation of the
projected repricing of assets and liabilities at September 30, 2009 based on
contractual maturities and scheduled rate adjustments within a three-month
period and subsequent selected time intervals. The loan amounts in
the table reflect principal balances expected to be reinvested and/or repriced
because of contractual amortization and rate adjustments on adjustable-rate
loans. Loan and investment securities’ contractual maturities and
amortization reflect expected prepayment assumptions. While NOW,
money market and savings deposit accounts have adjustable rates, it is assumed
that the interest rates on some of the accounts will not adjust immediately to
changes in other interest rates.
Therefore,
the information in the table is calculated assuming that NOW, money market and
savings deposits will reprice as follows: 6%, 7% and 6%, respectively, in the
first three months, 16%, 23%, and 17%, respectively, in the next nine months,
56%, 61% and 56%, respectively, from one year to five years, and 22%, 9%, and
21%, respectively over five years (dollars in thousands):
Time
to Maturity or Repricing
|
|||||||
0
- 90
|
91
- 365
|
1
- 5
|
Over
5
|
||||
Days
|
Days
|
Years
|
Years
|
Total
|
|||
Interest
Earning Assets:
|
|||||||
Interest
bearing deposits with banks
|
$
2,547,617
|
$
509
|
$
1,436
|
$
-
|
$ 2,549,562
|
||
Investment
securities available for sale
|
2,083,389
|
377,703
|
1,180,600
|
423,319
|
4,065,011
|
||
Loans
held for sale
|
6,250
|
-
|
-
|
-
|
6,250
|
||
Loans,
including covered loans
|
3,328,834
|
878,816
|
2,150,627
|
134,218
|
6,492,495
|
||
Total
interest earning assets
|
$
7,966,090
|
$
1,257,028
|
$
3,332,663
|
$
557,537
|
$
13,113,318
|
||
Interest
Bearing Liabilities:
|
|||||||
NOW
and money market deposits accounts
|
$
214,139
|
$
691,918
|
$
1,945,913
|
$
417,535
|
$
3,269,505
|
||
Savings
deposits
|
34,814
|
97,274
|
320,629
|
118,257
|
570,974
|
||
Time
deposits
|
1,715,194
|
2,238,828
|
701,655
|
8,197
|
4,663,874
|
||
Short-term
borrowings
|
123,434
|
173,655
|
123,798
|
16,041
|
436,928
|
||
Long-term
borrowings
|
102,284
|
34,599
|
101,883
|
102,549
|
341,315
|
||
Junior
subordinated notes issued to capital trusts
|
152,065
|
6,647
|
-
|
-
|
158,712
|
||
Total
interest bearing liabilities
|
$
2,341,930
|
$
3,242,921
|
$
3,193,878
|
$
662,579
|
$
9,441,308
|
||
Rate
sensitive assets (RSA)
|
$
7,966,090
|
$
9,223,118
|
$
12,555,781
|
$
13,113,318
|
$
13,113,318
|
||
Rate
sensitive liabilites (RSL)
|
$
2,341,930
|
$
5,584,851
|
$
8,778,729
|
$
9,441,308
|
$
9,441,308
|
||
Cumulative
GAP (GAP=RSA-RSL)
|
$
5,624,160
|
$
3,638,267
|
$
3,777,052
|
$
3,672,010
|
$
3,672,010
|
||
RSA/Total
assets
|
56.36%
|
65.25%
|
88.83%
|
92.77%
|
92.77%
|
||
RSL/Total
assets
|
16.57%
|
39.51%
|
62.11%
|
66.79%
|
66.79%
|
||
GAP/Total
assets
|
39.79%
|
25.74%
|
26.72%
|
25.98%
|
25.98%
|
||
GAP/RSA
|
70.60%
|
39.45%
|
30.08%
|
28.00%
|
28.00%
|
Certain
shortcomings are inherent in the method of analysis presented in the foregoing
table. For example, although certain assets and liabilities may have
similar maturities or periods to repricing, they may react in different degrees
to changes in market interest rates. Also, the interest rates on
certain types of assets and liabilities may fluctuate in advance of changes in
market interest rates, while interest rates on other types of assets may lag
behind changes in market rates. Additionally, in the event of a
change in interest rates, prepayment and early withdrawal levels would likely
deviate significantly from those assumed in calculating the
table. Therefore, we do not rely on a gap analysis to manage our
interest rate risk, but rather we use what we believe to be the more reliable
simulation model relating to changes in net interest income.
Based on
simulation modeling which assumes gradual changes in interest rates over a
one-year period, we believe that our net interest income would change due to
changes in interest rates as follows (dollars in thousands):
Gradual
|
Changes
in Net Interest Income Over Once Year Horizon
|
|||||||
Changes
in
|
At
September 30, 2009
|
At
December 31, 2008
|
||||||
Levels
of
|
Dollar
|
Percentage
|
Dollar
|
Percentage
|
||||
Interest
Rates
|
Change
|
Change
|
Change
|
Change
|
||||
+
2.00%
|
$
6,911
|
2.19%
|
$
8,664
|
3.40%
|
||||
+
1.00%
|
$
10,985
|
3.48%
|
$
3,328
|
1.30%
|
In the
interest rate sensitivity table above, changes in net interest income between
September 30, 2009 and December 31, 2008 reflect changes in the composition of
interest earning assets and interest bearing liabilities, related interest
rates, repricing frequencies, and the fixed or variable characteristics of the
interest earning assets and interest bearing liabilities.
The
assumptions used in our interest rate sensitivity simulation discussed above are
inherently uncertain and, as a result, the simulations cannot precisely measure
net interest income or precisely predict the impact of changes in interest rates
on net interest income. Our model assumes that a portion of our
variable rate loans that have minimum interest rates will remain in our
portfolio regardless of changes in the interest rate
environment. Actual results will differ from simulated results due to
timing, magnitude and frequency of interest rate changes as well as changes in
market conditions and management strategies.
As a
result of the current interest rate environment, the Company does not anticipate
any significant declines in interest rates over the next twelve
months. For this reason, we did not use an interest rate sensitivity
simulation that assumes a gradual decline in the level of interest rates over
the next twelve months.
Evaluation of Disclosure
Controls and Procedures: An evaluation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Act”)) was carried out as of September 30, 2009 under the supervision
and with the participation of our Chief Executive Officer, Chief Financial
Officer and several other members of our senior management. Our Chief
Executive Officer and Chief Financial Officer concluded that, as of September
30, 2009, our disclosure controls and procedures were effective in ensuring that
the information we are required to disclose in the reports we file or submit
under the Act is (i) accumulated and communicated to our management (including
the Chief Executive Officer and Chief Financial Officer) to allow timely
decisions regarding required disclosure, and (ii) recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.
Changes in Internal Control
Over Financial Reporting: There have not been any changes in
the Company’s internal control over financial reporting which have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
We do not
expect that our disclosure controls and procedures and internal control over
financial reporting will prevent all error and all fraud. A control
procedure, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control procedure
are met. Because of the inherent limitations in all control
procedures, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns in controls or
procedures can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any control procedure also is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control procedure, misstatements due to
error or fraud may occur and not be detected.
A
large percentage of our loan portfolio is secured by real estate, in particular
commercial real estate. Continued deterioration in the real estate markets or
other segments of our loan portfolio could lead to additional losses, which
could have a material negative effect on our financial condition and results of
operations.
As of
September 30, 2009, excluding loans acquired in the Heritage transaction
and covered by our loss-sharing agreement with the FDIC for that transaction,
approximately 60% of our loan portfolio was secured by real estate, the majority
of which is commercial real estate. As a result of increased levels of
commercial and consumer delinquencies and declining real estate values, which
reduce the customer's borrowing power and the value of the collateral securing
the loan, we have experienced increasing levels of charge-offs and provisions
for loan losses. Continued increases in delinquency levels or continued declines
in real estate values, which cause our loan-to-value ratios to increase, could
result in additional charge-offs and provisions for loan losses. This could have
a material negative effect on our business and results of
operations.
Our
construction loans are based upon estimates of costs and value associated with
the complete project. These estimates may be inaccurate.
We
provide construction loans for the acquisition and development of land for
further improvement of condominiums, townhomes, and one-to-four family
residences. We also provide acquisition, development and construction loans for
retail and other commercial purposes, primarily in our market
areas.
Construction
lending can involve a higher level of risk than other types of lending because
funds are advanced partially based upon the value of the project, which is
uncertain prior to the project's completion. Because of the uncertainties
inherent in estimating construction costs as well as the market value of a
completed project and the effects of governmental regulation of real property,
our estimates with regards to the total funds required to complete a project and
the related loan-to-value ratio may vary from actual results. As a result,
construction loans often involve the disbursement of substantial funds with
repayment dependent, in part, on the success of the ultimate project and the
ability of the borrower to sell or lease the property or refinance the
indebtedness. This risk has been compounded by the current slowdown
in both the residential and the commercial real estate markets, which has
negatively affected real estate values and the ability of our borrowers to
liquidate properties or obtain adequate refinancing. If our estimate
of the value of a project at completion proves to be overstated, we may have
inadequate security for repayment of the loan and we may incur a
loss.
At
September 30, 2009, excluding loans acquired in the Heritage transaction
and covered by our loss-sharing agreement with the FDIC for that transaction,
our construction loans totaled approximately $697.2 million, or 11% of our
total loan portfolio. Of these loans, approximately $389.0 million, or 56%,
were residential construction-related and approximately $290.2 million, or
42%, were commercial construction related. Approximately $203.3 million, or
29%, of the $697.2 million of our construction loans were non-performing at
September 30, 2009. These loans represented approximately 71% of our total
non-performing loans as of September 30, 2009, excluding loans
held-for-sale.
Repayment
of our commercial loans and lease loans is often dependent on the cash flows of
the borrower or lessee, which may be unpredictable, and the collateral securing
these loans may fluctuate in value.
We make
our commercial loans primarily based on the identified cash flow of the borrower
and secondarily on the underlying collateral provided by the borrower.
Collateral securing commercial loans may depreciate over time, be difficult to
appraise and fluctuate in value. In addition, in the case of loans secured by
accounts receivable, the availability of funds for the repayment of these loans
may be substantially dependent on the ability of the borrower to collect the
amounts due from its customers. Accordingly, we make our commercial loans
primarily based on the historical and expected cash flow of the borrower and
secondarily on underlying collateral provided by the borrower.
We lend
money to small and mid-sized independent leasing companies to finance the debt
portion of leases (which we refer to as lease loans). A lease loan arises when a
leasing company discounts the equipment rental revenue stream owed to the
leasing company by a lessee. Our lease loans entail many of the same types of
risks as our commercial loans. Lease loans generally are non-recourse to the
leasing company, and, consequently, our recourse is limited to the lessee and
the leased equipment. As with commercial loans secured by equipment, the
equipment securing our lease loans may depreciate over time, may be difficult to
appraise and may fluctuate in value. We rely on the lessee's continuing
financial stability, rather than the value of the leased equipment, for the
repayment of all required amounts under lease loans. In the event of a default
on a lease loan, it is unlikely that the proceeds from the sale of the leased
equipment will be sufficient to satisfy the outstanding unpaid amounts under the
terms of the loan.
Other
than as set forth above, there have been no material changes to the factors
disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the
year ended December 31, 2008.
The
following table sets forth information for the three months ended September 30,
2009 with respect to our repurchases of our outstanding common
shares:
Number
of Shares
|
Maximum
Number of
|
|||||||
Purchased
as Part
|
Shares
that May Yet Be
|
|||||||
Total
Number of
|
Average
Price
|
Publicly
Announced
|
Purchased
Under the
|
|||||
Shares
Purchased (1)
|
Paid
per Share
|
Plans
or Programs
|
Plans
or Programs
|
|||||
July
1, 2009 - July 31, 2009
|
3,230
|
$
12.48
|
-
|
-
|
||||
August
1, 2009 - August 31, 2009
|
-
|
$
-
|
-
|
-
|
||||
September
1, 2009 - September 30, 2009
|
25
|
$
13.78
|
-
|
-
|
||||
Totals
|
3,255
|
-
|
(1)
|
Represents
shares of restricted stock withheld upon vesting to satisfy tax
withholding obligations.
|
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: November 9,
2009
|
By: /s/ Mitchell Feiger
|
||
Mitchell
Feiger
|
|||
President
and Chief Executive Officer
|
|||
(Principal
Executive Officer)
|
|||
Date: November 9,
2009
|
By: /s/ Jill E. York
|
||
Jill
E. York
|
|||
Vice
President and Chief Financial Officer
|
|||
(Principal
Financial and Principal Accounting Officer)
|
|||
Exhibit Number
|
Description
|
2.1
|
Amended
and Restated Agreement and Plan of Merger, dated as of April 19, 2001, by
and among the Registrant, MB Financial, Inc., a Delaware corporation (“Old
MB Financial”) and MidCity Financial (incorporated herein by reference to
Appendix A to the joint proxy statement-prospectus filed by the Registrant
pursuant to Rule 424(b) under the Securities Act of 1933 with the
Securities and Exchange Commission (the “Commission”) on October 9,
2001)
|
2.2
|
Agreement
and Plan of Merger, dated as of November 1, 2002, by and among the
Registrant, MB Financial Acquisition Corp II and South Holland Bancorp,
Inc. (incorporated herein by reference to Exhibit 2 to the Registrant’s
Current Report Form 8-K filed on November 5, 2002 (File No.
0-24566-01))
|
2.3
|
Agreement
and Plan of Merger, dated as of January 9, 2004, by and among the
Registrant and First SecurityFed Financial, Inc. (incorporated herein by
reference to Exhibit 2 to the Registrant’s Current Report on Form 8-K
filed on January 14, 2004 (File No.0-24566-01))
|
2.4
|
Agreement
and Plan of Merger, dated as of May 1, 2006, by and among the Registrant,
MBFI Acquisition Corp. and First Oak Brook Bancshares, Inc. (“First Oak
Brook”)(incorporated herein by reference to Exhibit 2.1 to the
Registrant’s Current Report on Form 8-K filed on May 2, 2006 (File
No.0-24566-01))
|
|
|
3.1A
|
Articles
Supplementary to the Charter of the Registrant for the Registrant’s Fixed
Rate Cumulative Perpetual Preferred Stock, Series A (incorporated herein
by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed on December 8, 2008 (File No.0-24566-01))
|
3.2
|
Bylaws
of the Registrant, as amended (incorporated herein by reference to Exhibit
3.1 to the Registrant’s Current Report on Form 8-K filed on December 11,
2007 (File No. 0-24566-01))
|
4.1
|
The
Registrant hereby agrees to furnish to the Commission, upon request, the
instruments defining the rights of the holders of each issue of long-term
debt of the Registrant and its consolidated subsidiaries
|
4.2
|
Certificate
of Registrant’s Common Stock (incorporated herein by reference to Exhibit
4.1 to Amendment No. One to the Registrant’s Registration Statement on
Form S-4 (No. 333-64584))
|
4.3
|
Warrant
to purchase shares of the Registrant’s Common Stock (incorporated herein
by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K
filed on December 8, 2008 (File No.0-24566-01))
|
10.1
|
Letter
Agreement, dated as of December 5, 2008, between the Registrant and the
United States Department of the Treasury (incorporated herein
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on December 8, 2008 (File No.0-24566-01))
|
EXHIBIT INDEX | |
Exhibit Number | Description |
10.2
|
Amended
and Restated Employment Agreement between the Registrant and Mitchell
Feiger (incorporated herein by reference to Exhibit 10.2 to the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 0-24566-01))
|
10.3
|
Employment
Agreement between MB Financial Bank, N.A. and Burton J. Field
(incorporated herein by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008
(File No. 0-24566-01))
|
10.4
|
Form
of Change and Control Severance Agreement between MB Financial Bank,
National Association and each of Thomas Panos, Jill E.
York, and Thomas P. Fitzgibbon, Jr. (incorporated herein by
reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2008 (File No. 0-24566-01))
|
10.4B
|
Form
of Change and Control Severance Agreement between MB Financial Bank,
National Association and each of Burton Field, Larry J. Kallembach, Brian
Wildman, Rosemarie Bouman and Susan Peterson (incorporated herein by
reference to Exhibit 10.4B to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2008 (File No. 0-24566-01))
|
10.5
|
Form
of Letter Agreement dated December 4, 2008 between MB Financial, Inc. and
each of Mitchell Feiger, Thomas Panos, Jill E. York, Thomas P.
Fitzgibbon, Jr., Burton Field, Larry J. Kallembach, Brian Wildman,
Rosemarie Bouman, and Susan Peterson relating to the TARP Capital Purchase
Program (incorporated herein by reference to Exhibit 10.5 to the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 0-24566-01))
|
|
|
10.6
|
Coal
City Corporation 1995 Stock Option Plan (incorporated herein by reference
to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-4
(No. 333-64584))
|
10.6A
|
Amendment
to Coal City Corporation 1995 Stock Option Plan ((incorporated herein by
reference to Exhibit 10.6A to the Registrant’s Annual Report on Form
10-K/A for the year ended December 31, 2006, filed on March 2, 2007 (File
No. 0-24566-01))
|
10.7
|
MB
Financial, Inc. Amended and Restated Omnibus Incentive Plan
(the “Omnibus Incentive Plan”) (incorporated herein by reference to the
Registrant’s definitive proxy statement filed on March 23, 2007 (File No.
0-24566-01))
|
10.8
|
MB
Financial Stock Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2008 (File No. 0-24566-01))
|
EXHIBIT INDEX | |
Exhibit Number | Description |
10.9
|
MB
Financial Non-Stock Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2008 (File No. 0-24566-01))
|
10.10
|
Avondale
Federal Savings Bank Supplemental Executive Retirement Plan Agreement
(incorporated herein by reference to Exhibit 10.2 to Old MB Financial’s
(then known as Avondale Financial Corp.) Annual Report on Form 10-K for
the year ended December 31, 1996 (File No. 0-24566))
|
10.11
|
Reserved
|
10.12
|
Reserved
|
10.13
|
Amended
and Restated Employment Agreement between MB Financial Bank, N.A. and
Ronald D. Santo (incorporated herein by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on December 14, 2004 (File
No. 0-24566-01))
|
10.13A
|
Amendment
to Amended and Restated Employment Agreement between MB Financial Bank,
N.A. and Ronald D. Santo ((incorporated herein by reference to Exhibit
10.13A to the Registrant’s Annual Report on Form 10-K/A for the year ended
December 31, 2006, filed on March 2, 2007 (File No.
0-24566-01))
|
10.14
|
First
SecurityFed Financial, Inc. 1998 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit B to the definitive proxy
statement filed by First SecurityFed Financial, Inc. on March 24, 1998
(File No. 0-23063))
|
10.14A
|
Amendment
to First SecurityFed Financial, Inc. 1998 Stock Option and Incentive Plan
((incorporated herein by reference to Exhibit 10.14A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006, filed
on March 2, 2007 (File No. 0-24566-01))
|
10.15
|
Tax
Gross Up Agreements between the Registrant and each of Mitchell Feiger,
Burton J. Field, Thomas D. Panos, Jill E. York and Thomas P. FitzGibbon,
Jr., Larry J. Kallembach, Brian Wildman, and Susan Peterson (incorporated
herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2008 (File No.
0-24566-01))
|
10.15A
|
Tax
Gross Up Agreement between the Registrant and Rosemarie Bouman
(incorporated herein by reference to Exhibit 10.15A to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2008 (File No.
0-24566-01))
|
10.16
|
Form
of Incentive Stock Option Agreement for Executive Officers under the
Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.16
to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 (File No. 0-24566-01))
|
EXHIBIT INDEX | |
Exhibit Number | Description |
10.17
|
Form
of Non-Qualified Stock Option Agreement for Directors under the Omnibus
Incentive Plan (incorporated herein by reference to Exhibit
10.16 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 (File No. 0-24566-01))
|
10.18
|
Form
of Restricted Stock Agreement for Executive Officers under the Omnibus
Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2007 (File No. 0-24566-01))
|
10.18A
|
Amendment
to Form of Incentive Stock Option Agreement and Form of Restricted Stock
Agreement for Executive Officers under the Omnibus Incentive Plan
(incorporated herein by reference to Exhibit 10.18A to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2008 (File No.
0-24566-01))
|
|
|
10.19
|
Form
of Restricted Stock Agreement for Directors under the Omnibus Incentive
Plan (incorporated herein by reference to Exhibit 10.16 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2007 (File No. 0-24566-01))
|
10.20
|
First
Oak Brook Bancshares, Inc. Incentive Compensation Plan (incorporated
herein by reference to Appendix A to the definitive proxy statement filed
by First Oak Brook on March 30, 2004 (File No. 0-14468))
|
10.20A
|
Amendment
to First Oak Brook Bancshares, Inc. Incentive Compensation Plan
((incorporated herein by reference to Exhibit 10.20A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006, filed
on March 2, 2007 (File No. 0-24566-01))
|
10.21
|
First
Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan (incorporated herein
by reference to Appendix A to the definitive proxy statement filed by
First Oak Brook on April 2, 2001 (File No. 0-14468))
|
10.21A
|
Amendment
to First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan
((incorporated herein by reference to Exhibit 10.21A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006, filed
on March 2, 2007 (File No. 0-24566-01))
|
10.22
|
First
Oak Brook Bancshares, Inc. Directors Stock Plan (incorporated herein by
reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed
by First Oak Brook on October 25, 1999 (File No. 333-89647))
|
10.23
|
Reserved.
|
EXHIBIT INDEX | |
Exhibit Number | Description |
10.24
|
Reserved.
|
10.25
|
Reserved.
|
10.26
|
Reserved.
|
10.27
|
First
Oak Brook Bancshares, Inc. Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.3 to First Oak Brook’s Annual
Report on Form 10-K for the year ended December 31, 1997 (File No.
0-14468))
|
10.27A
|
Amendment
to First Oak Brook Bancshares, Inc. Executive Deferred Compensation Plan
(incorporated herein by reference to Exhibit 10.27A to the Registrant’s
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2007 filed
on May 15, 2007)
|
10.28
|
Transitional
Employment Agreement between the Registrant (as successor to First Oak
Brook) and Susan Peterson (incorporated herein by reference
to Exhibit 10.27 to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2006 (File No.
0-24566-01))
|
10.29
|
Form
of Transitional Employment Agreement between the Registrant (as successor
to First Oak Brook) and Rosemarie Bouman (incorporated herein by reference
to Exhibit 10.10 to First Oak Brook's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 0-14468))
|
10.29A
|
First
Amendment to Transitional Employment Agreement between the Registrant (as
successor to First Oak Brook) and Rosemarie Bouman ((incorporated herein
by reference to Exhibit 10.28A to the Registrant's Annual Report on Form
10-K/A for the year ended December 31, 2006, filed March 2, 2007 (File No.
0-24566-01))
|
10.29B
|
Second
Amendment to Transitional Employment Agreement between the Registrant (as
successor to First Oak Brook) and Rosemarie
Bouman ((incorporated herein by reference to Exhibit 10.28B to
the Registrant’s Annual Report on Form 10-K/A for the year ended December
31, 2006, filed March 2, 2007 (File No. 0-24566-01))
|
|
|
|
|
|
* Filed
herewith.