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Section 1: 8-K (FORM 8-K)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): April 13, 2018  

First Horizon National Corporation
(Exact Name of Registrant as Specified in Charter)

TENNESSEE 001-1518562-0803242
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

165 MADISON AVENUE, MEMPHIS, TENNESSEE 38103
(Address of Principal Executive Offices) (Zip Code)

(901) 523-4444
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 
 

Item 2.02. Results of Operations and Financial Condition.

 

Item 7.01. Regulation FD Disclosure.

Furnished as Exhibit 99.1 is a copy of the First Horizon National Corporation ("First Horizon" or "FHN”) earnings release for the quarter ended March 31, 2018, which is scheduled to be released April 13, 2018.

The foregoing information is furnished pursuant to Item 2.02, "Regulation of Operations and Financial Condition," and Item 7.01, "Regulation FD Disclosure." The exhibit speaks as of the date thereof and FHN does not assume any obligation to update in the future the information therein.

Use of Non-GAAP Measures and Regulatory Measures that are not GAAP in the Exhibit

Certain measures are included in the exhibit that are “non-GAAP,” meaning (under U.S. financial reporting rules) they are not presented in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and also are not codified in the U.S. banking regulations currently applicable to FHN. Although other entities may use calculation methods that differ from those used by FHN for non-GAAP measures, FHN’s management believes such measures are relevant to understanding the financial condition, capital position, and financial results of FHN and its business segments. Non-GAAP measures are reported to FHN’s management and directors through various internal reports.

Presentation of regulatory measures, some of which follow regulatory definitions rather than GAAP, provides a meaningful base for comparability to other financial institutions subject to the same regulations as FHN. Such measures are used by the various banking regulators in reviewing the performance, stability, and capital adequacy of financial institutions they regulate. Although not GAAP terms, these regulatory measures are not considered “non-GAAP” under U.S. financial reporting rules as long as their presentation conforms to regulatory standards. Regulatory measures used in the exhibit include: common equity tier 1 capital, generally defined as common equity less goodwill, other intangibles, and certain other required regulatory deductions; tier 1 capital, generally defined as the sum of core capital (including common equity and instruments that cannot be redeemed at the option of the holder) adjusted for certain items under risk based capital regulations; and risk weighted assets (“RWA”), which is a measure of total on- and off-balance sheet assets adjusted for credit and market risk, used to determine regulatory capital ratios. The non-GAAP measures presented in the exhibit include: Return on average tangible common equity (“ROTCE”), adjusted ROTCE, adjusted return on average assets ("ROA"), and adjusted earnings per share ("EPS").

Reconciliations of non-GAAP to GAAP measures and presentation of the most comparable GAAP items are presented at the end of the earnings release.

Forward-Looking Statements

This earnings release contains forward-looking statements involving significant risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking information. Those factors include general economic and financial market conditions, including expectations of and actual timing and amount of interest rate movements including the slope of the yield curve, competition, customer and investor responses to these conditions, ability to execute business plans, geopolitical developments, recent and future legislative and regulatory developments, natural disasters, and items mentioned in this earnings release and in FHN's most recent financial supplement and investor slide presentation, as well as critical accounting estimates and other factors described in FHN’s recent filings with the SEC. FHN disclaims any obligation to update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements to reflect future events or developments.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished pursuant to Items 2.02 and 7.01, is not to be considered "filed" under the Securities Exchange Act 1934, as amended ("Exchange Act"), and shall not be incorporated by reference into any of First Horizon's previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

Exhibit #   Description
   
99.1 First Horizon National Corporation earnings release issued for the quarter ended March 31, 2018.


SIGNATURE

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 hereunto duly authorized.

 First Horizon National Corporation
   
  
Date: April 13, 2018By: /s/ William C. Losch III        
  William C. Losch III
  Executive Vice President and Chief Financial Officer
  

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Section 2: EX-99.1 (PRESS RELEASE)

EdgarFiling

EXHIBIT 99.1

First Horizon delivers strong first quarter performance

Loans and deposits increase, Capital Bank merger on track

MEMPHIS, Tenn., April 13, 2018 (GLOBE NEWSWIRE) -- First Horizon (NYSE:FHN) demonstrated strong first quarter 2018 results, driven by year-over-year loan and deposit growth, higher revenues, improvement in the efficiency ratio and good asset quality trends. Reported earnings per share (EPS) were $0.27, up 17 percent from first quarter 2017; on an adjusted basis1, earnings per share were $0.34. First Horizon enhanced profitability with an increase in return on tangible common equity and return on assets.

The Capital Bank merger, which resulted in a $40 billion organization with more than 300 branches throughout the Southeast, is contributing to overall earnings. The merger is on track with cost savings and revenue synergies, and the systems conversion is scheduled for later this quarter.

“I am pleased with our strong first quarter results and am optimistic about our outlook for the remainder of the year,” said Bryan Jordan, First Horizon’s chairman and CEO. “First Tennessee and Capital Bank employees continue to deliver exceptional differentiated services and solutions to our customers and our preparations remain on track for the integration of Capital Bank in the second quarter.”

First Quarter 2018 Financial Highlights (all comparisons vs first quarter 2017)

       
   Diluted EPS/     ROTCE1/     ROA/     
 Adjusted Diluted EPS1      Adjusted ROTCE1         Adjusted ROA1      
 $0.27 / $0.34 14.1% / 17.4% 0.95% / 1.2% 
       

Regional Banking Highlights

Other Highlights

1These are non-GAAP numbers that are reconciled to reported GAAP numbers in the non-GAAP table that follows


CONSOLIDATED SUMMARY RESULTS  
Quarterly, Unaudited

 1Q18 Changes vs
(Dollars in thousands, except per share data) 1Q18   4Q17   1Q17  4Q17 1Q17
Income Statement Highlights (a)            
Net interest income$301,173  $242,088  $189,708  24 % 59 %
Noninterest income135,931  133,053  116,895  2 % 16 %
Securities gains/(losses), net86  137  44  (37)% 95 %
Total revenue437,190  375,278  306,647  16 % 43 %
Noninterest expense313,265  346,670  222,205  (10)% 41 %
Provision/(provision credit) for loan losses(1,000) 3,000  (1,000) NM * 
  Income before income taxes124,925  25,608  85,442  NM  46 %
Provision for income taxes29,931  73,989  27,054  (60)% 11 %
  Net income/(loss)94,994  (48,381) 58,388  NM  63 %
Net income attributable to noncontrolling interest2,820  2,910  2,820  (3)%* 
Net income/(loss) attributable to controlling interest92,174  (51,291) 55,568  NM  66 %
Preferred stock dividends1,550  1,550  1,550  * * 
Net income/(loss) available to common shareholders$90,624  $(52,841) $54,018  NM  68 %
Common Stock Data          
EPS$0.28  $(0.20) $0.23  NM  22 %
Basic shares (thousands)326,489  265,169  233,076  23 % 40 %
Diluted EPS$0.27  $(0.20) $0.23  NM  17 %
Diluted shares (thousands)330,344  265,169  236,855  25 % 39 %
Period-end shares outstanding (thousands)327,194  326,736  233,883  *  40 %
Cash dividends declared per share$0.12  $0.09  $0.09  33 % 33 %
Balance Sheet Highlights (Period-End)          
Total loans, net of unearned income$27,249,793  $27,658,929  $19,090,074  (1)% 43 %
Total deposits30,818,951  30,620,362  23,479,841  1 % 31 %
Total assets40,463,195  41,423,388  29,618,600  (2)% 37 %
Total liabilities35,890,667  36,842,900  26,878,140  (3)% 34 %
Total equity4,572,528  4,580,488  2,740,460  *  67 %
Asset Quality Highlights          
Allowance for loan losses$187,194  $189,555  $201,968  (1)% (7)%
Allowance / period-end loans0.69 %0.69 %1.06 %    
Net charge-offs/(recoveries)$1,361  $8,312  $(900) (84)%NM 
Net charge-offs (annualized) / average loans0.02 %0.15 %NM     
Non-performing assets (NPA)$172,664  $177,156  $161,284  (3)% 7 %
NPA % (b)0.60 %0.61 %0.80 %    
Key Ratios & Other          
Return on average assets ("ROA") (annualized) (c)0.95 %(0.58)%0.82 %    
Return on average common equity ("ROE") (annualized) (d)8.79 %(6.73)%9.40 %    
Return on average tangible common equity ("ROTCE") (annualized) (e)14.06 %(8.78)%10.33 %    
Net interest margin (f)3.43 %3.27 %2.92 %    
Efficiency ratio (g)71.67 %92.41 %72.47 %    
Common equity tier 1 ratio ("CET1") (h)8.98 %8.88 %10.20 %    
Tier 1 ratio (h)9.98 %9.83 %11.35 %    
Market capitalization (millions)$6,161.1  $6,531.5  $4,326.8      

Certain previously reported amounts have been reclassified to agree with current presentation.
NM - Not meaningful
* Amount is less than one percent.
(a)  1Q18 includes three months of activity related to the CBF acquisition compared to one month of activity in 4Q17.
(b)  NPAs related to the loan portfolio over period-end loans plus foreclosed real estate and other assets.
(c)  Calculated using net income.
(d)  Calculated using net income available to common shareholders.
(e)  This non-GAAP measure is reconciled to ROE in the non-GAAP to GAAP reconciliation.
(f)   Net interest margin is computed using net interest income adjusted to a fully taxable equivalent ('FTE") basis assuming a statutory federal income tax rate of 21 percent and, where applicable, state income taxes.
(g)   Noninterest expense divided by total revenue excluding securities gains/(losses).
(h)  Current quarter is an estimate.


Use of Non-GAAP Measures

Several financial measures in this release are non-GAAP, meaning they are not presented in accordance with generally accepted accounting principles (GAAP) in the U.S. The non-GAAP items presented in this release are adjusted earnings per share ("EPS"), return on tangible common equity ("ROTCE"), adjusted ROTCE, and adjusted return on average assets ("ROA"). These profitability measures are reported to First Horizon’s management and directors through various internal reports. First Horizon’s management believes these measures are relevant to understanding the financial results of First Horizon and its business segments. Non-GAAP measures are not formally defined by GAAP or codified in the federal banking regulations, and other entities may use calculation methods that differ from those used by First Horizon. First Horizon has reconciled each of these measures to a comparable GAAP measure below:



FHN NON-GAAP TO GAAP RECONCILIATION
 
Quarterly, Unaudited

 
(Dollars and shares in thousands, except per share data) 1Q18    4Q17    1Q17  
Average Tangible Common Equity (Non-GAAP)
Average total equity (GAAP)$4,573,706   $3,506,165   $2,722,668  
Less: Average noncontrolling interest (a)295,431   295,431   295,431  
Less: Average preferred stock (a)95,624   95,624   95,624  
(A) Total average common equity4,182,651   3,115,110   2,331,613  
Less: Average intangible assets (GAAP) (b)1,568,029   726,958   211,757  
(B) Average tangible common equity (Non-GAAP)$2,614,622   $2,388,152   $2,119,856  
         
Annualized Net Income Available to Common Shareholders        
(C) Net income available to common shareholders (annualized ) (GAAP)$367,531   $(209,641)  $219,073  
         
Ratios        
(C)/(A) Return on average common equity ("ROE") (GAAP)8.79 % (6.73)% 9.40 %
(C)/(B) Return on average tangible common equity ("ROTCE") (Non-GAAP)14.06 % (8.78)% 10.33 %
         
Adjusted Net Income (Non-GAAP)    
(D) Net income (GAAP)$94,994        
Less:  After-tax impact of notable items (GAAP) (c)(21,472)       
(E) Adjusted net income (Non-GAAP)116,466        
(F) Annualized net income (GAAP)385,253       
(G) Annualized adjusted net income (Non-GAAP)472,334        
         
Adjusted Net Income Available to Common Shareholders (Non-GAAP)        
(H) Net income available to common shareholders (GAAP)$90,624        
Less:  After-tax impact of notable items (GAAP) (c)(21,472)       
(I) Adjusted net income available to common shareholders (Non-GAAP)112,096        
(J) Annualized adjusted net income available to common shareholders (Non-GAAP)454,612        
         
Average Assets (GAAP)        
(K) Average assets$40,350,724        
         
Diluted Shares        
(L) Diluted shares330,344        
         
Adjusted Ratios & EPS Impacts        
(C)/(B) ROTCE (Non-GAAP)14.06 %      
(J)/(B) Adjusted ROTCE (Non-GAAP)17.39 %      
(F)/(K) Return on average assets ("ROA") (GAAP)0.95 %      
(G)/(K) Adjusted ROA (GAAP)1.17 %      
(H)/(L) Diluted earnings per share ("EPS") (GAAP)$0.27        
(I)/(L) Adjusted diluted EPS (Non-GAAP)$0.34        

(a) Included in Total equity on the Consolidated Balance Sheet.
(b) Includes goodwill and other intangible assets, net of amortization.
(c) Includes $31.4 million of pre-tax acquisition-related expenses primarily associated with the Capital Bank Financial Corp. ("CBF") acquisition and a $3.3 million gain on the sale of a building adjusted using an incremental tax rate of approximately 24 percent.


Conference call

Management will hold a conference call at 8:30 a.m. Central Time today to review earnings and performance trends. There will also be a live webcast accompanied by the slide presentation available in the investor relations section of www.FirstHorizon.com. The call and slide presentation may involve forward-looking information, including guidance.

Callers wishing to participate may call toll-free starting at 8:15 a.m. CT on April 13 by dialing 888-317-6003 and entering access code 1851911. The number for international participants is 412-317-6061. 

Participants can also listen to the live audio webcast with the accompanying slide presentation through the investor relations section of www.fhnc.com. A replay will be available from noon CT on April 13 until midnight CT on April 27. To listen to the replay, dial 877-344-7529 or 412-317-0088. The access code is 10118763. The event also will be archived and available beginning April 14 by midnight CT in the events and presentations section of http://ir.fhnc.com.

Debt Investor Materials

First Horizon expects to post additional materials for debt investors on April 30 in the investor relations section of www.FirstHorizon.com  First Horizon will also provide these materials to analysts at upcoming meetings.

Disclaimers and Other Information

This communication contains, and the debt investor materials above may contain, forward-looking statements, including guidance, involving significant risks and uncertainties. Forward-looking statements are identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward” and other expressions that indicate future events and trends and may be followed by or reference cautionary statements.

A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include general economic and financial market conditions, including expectations of and actual timing and amount of interest rate movements including the slope of the yield curve, competition, ability to execute business plans, geopolitical developments, recent and future legislative and regulatory developments, inflation or deflation, market (particularly real estate market) and monetary fluctuations, natural disasters, customer, investor and regulatory responses to these conditions and items already mentioned in this press release, as well as critical accounting estimates and other factors described in First Horizon's annual report on Form 10-K and other recent filings with the SEC. First Horizon disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein or therein to reflect future events or developments or changes in expectations.

About First Horizon

First Horizon National Corp. (NYSE:FHN) provides financial services through its First Tennessee, Capital Bank, FTB Advisors, and FTN Financial businesses. First Horizon operates more than 300 bank locations across the southern U.S. and 28 FTN Financial offices across the entire U.S. Our banking subsidiary was founded in 1864 and has the 14th oldest national bank charter in the country. Our First Tennessee and Capital Bank brands have the largest deposit market share in Tennessee and one of the highest customer retention rates of any bank in the country. We have been ranked by American Banker as No. 5 among the Top 10 Most Reputable U.S. Banks. Our FTB Advisors wealth management group has more than 300 financial advisors and about $30 billion in assets under administration. FTN Financial is a capital markets industry leader in fixed income sales, trading and strategies for institutional customers in the U.S. and abroad. We have been recognized as one of the nation’s best employers by Working Mother and American Banker magazines and the National Association for Female Executives. More information is available at www.FirstHorizon.com.

FHN-G

CONTACT: 
First Horizon Investor Relations, Aarti Bowman, (901) 523-4017
First Horizon Media Relations, James Dowd, (901) 523-4305

 

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