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) May 6, 2014

First Priority Financial Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania	333-140879	20-8420347
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 West Liberty Boulevard, Suite 104 Malvern, Pennsylvania	19355
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (610) 280-7100

Not Applicable

(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))

Item 2.02. Results of Operations and Financial Condition.

On May 6, 2014, First Priority Financial Corp. (the “Company”) distributed a press release announcing its earnings for the quarter ended March 31, 2014. The press release is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On May 6, 2014, the Company is holding the Company’s Annual Meeting of Shareholders. The slide presentation for the event is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.2 is intended to be furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release of First Priority Financial Corp., dated May 6, 2014, announcing earnings for the quarter ended March 31, 2014.
99.2	Information in presentation by First Priority Financial Corp.

SIGNATURES

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 PRIORITY FINANCIAL CORP.
Dated: May 6, 2014	By:	/s/ Mark J. Myers
		Mark J. Myers
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number
99.1	Press Release of First Priority Financial Corp., dated May 6, 2014, announcing earnings for the quarter ended March 31, 2014.
99.2	Information in presentation by First Priority Financial Corp.

EX-99.1

Exhibit 99.1

Company Release – 5/6/14         

First Priority Financial Corp. Reports First Quarter, 2014 Results.

MALVERN, Pa., May 6, 2014 – First Priority Financial Corp. (“First Priority” or the “Company”), parent of First Priority Bank, today reported financial results for the three months ended March 31, 2014.

For the three months ended March 31, 2014, First Priority reported consolidated net income of $601 thousand compared to a net loss of $648 thousand for the first quarter of 2013. Net income to common shareholders, after preferred dividends and net warrant amortization totaling $127 thousand, was $474 thousand for the three months ended March 31, 2014, or $0.07 per basic and diluted common share. For the three months ended March 31, 2013, the net loss to common shareholders was $781 thousand, or $0.18 per basic and diluted common share after preferred dividends and net warrant amortization totaling $133 thousand. The results for 2013 included $797 thousand of merger related costs resulting from the merger with Affinity Bancorp, Inc. completed on February 28, 2013.

David E. Sparks, Chairman and CEO, commented: “We expected to report a higher level of financial results as we began to realize the benefits of the merged companies including synergies and cost saves beginning in the fourth quarter of 2013.” Sparks continued: “In addition, our net interest margin has remained strong and the underlying credit quality of our loan portfolio has continued to improve as reflected in the reduction of our non-performing assets ratio which declined to 1.08% of total assets as of March 31, 2014 from 1.18% at the end of 2013.”

Operating Results Highlights:

• Total revenues in the first quarter of 2014 were $3.98 million, an increase of $964 thousand, or 31.8%, compared to $3.02 million in the first quarter of 2013. This positive variance resulted from an increase of $865 thousand, or 29.9% in net interest income from $2.90 million to $3.76 million, primarily resulting from average loan growth of $60.0 million, including the impact of loans acquired through the merger with Affinity, and growth of average investment securities of $31.7 million. Net interest margin increased 6 basis points from 3.70% during the first quarter of 2013 to 3.76% during the current quarter. When comparing those same periods, fee income from the wealth management business increased $64 thousand while banking related fees and all other non-interest income increased $35 thousand.

• The provision for loan losses was $105 thousand in the first quarter of 2014, a decrease of $60 thousand compared to $165 thousand recorded in the first quarter of 2013. This decrease was primarily related to an overall improvement in credit quality as reflected in improved credit quality ratios.

• Non-interest expenses were $3.27 million in the first quarter of 2014, a decrease of $234 thousand, or 6.7% from the first quarter of 2013 expenses of $3.50 million. Excluding merger related costs totaling $797 thousand recorded in the first quarter of 2013, operating expenses increased $563 thousand between the periods. Of this increase, approximately $275 thousand in incremental salaries and benefits and $141 thousand in occupancy costs are related to the additional staffing and branch offices resulting from the merger with Affinity with combined results beginning March 2013.

Balance Sheet and Capital Highlights:

• Loans outstanding were $340.1 million at March 31, 2014, an increase of $4.4 million, or 1.3% from $335.7 million at December 31, 2013. Net loan growth in the quarter was impacted by continued loan payoffs which totaled approximately $12 million during the current quarter.

1

• The investment portfolio totaled $68.0 million at March 31, 2014, compared to $89.6 million at December 31, 2013. As of March 31, 2014 and December 31, 2013, $53.5 million and $78.6 million of investments, respectively, were classified as available for sale while $14.5 million and $11.0 million, respectively were classified as held to maturity. The Company’s investment portfolio included $25 million of short-term government agency securities as of December 31, 2013 which matured in January 2014.

• Total assets were $431.0 million at March 31, 2014 compared to $446.1 million at December 31, 2013.

• Deposits totaled $346.5 million at March 31, 2014 compared to $357.4 million at December 31, 2013, a decrease of $10.9 million, or 3.0%, primarily related to a decline in brokered and retail time deposits. Of the total deposits at March 31, 2014, $202.0 million, or 58% of total deposits, are core deposits consisting of demand, money market and savings deposits.

• The capital position of First Priority remains strong with regulatory capital ratios exceeding all requirements for First Priority Bank to be classified as “well capitalized” under capital adequacy guidelines. The Bank’s total risk based capital ratio as of March 31, 2014 was 12.91%.

• Total shareholders’ equity for the Company was $43.6 million at March 31, 2014, compared to $42.4 million at December 31, 2013. The enhanced capital position is attributable to net income of $601 thousand and $625 thousand related to lower net unrealized losses on investment securities available for sale. These increases were partially offset by preferred dividends paid of $120 thousand. The period end equity to assets ratio was 10.11%, book value and tangible book value per common share at March 31, 2014 were $5.30 and $4.81, respectively, and tangible common equity to tangible assets was 7.24% as of this same date.

Asset Quality Highlights:

• The allowance for loan losses was $2.2 million and $2.3 million as of March 31, 2014 and December 31, 2013, respectively, which represented 0.65% and 0.68% of total loans outstanding at such dates. Under acquisition accounting rules, all acquired loans are recorded on acquisition date at current fair values, including a discount related to potential credit impairment. Accordingly, the carryover of an allowance for loan losses is prohibited as any potential credit losses are initially included in the determination of the fair value. Generally, the allowance for loan losses is available only for loans originated by First Priority prior to and after the consummation of the merger. As of March 31, 2014 and December 31, 2013, the balance of all credit related fair value adjustments on acquired loans totaled $2.1 million and $2.3 million, respectively, and when combined with the allowance for loan losses would equate to 1.28% and 1.36%, respectively, of total loans outstanding.

• Total non-performing loans were $3.4 million, or 1.01% of total loans outstanding, and $4.3 million, or 1.27% of total loans outstanding, as of March 31, 2014 and December 31, 2013, respectively. Total non-performing assets, totaled $4.7 million, or 1.08% of total assets, as of March 31, 2014, compared to $5.3 million, or 1.18% of total assets as of December 31, 2013. Net charge-offs for the Company totaled $159 thousand for the three months ended March 31, 2014 compared to $60 thousand for the same period in 2013.

About First Priority

First Priority Financial Corp. is a bank holding company, which along with its bank subsidiary, First Priority Bank, is headquartered in Malvern, Pennsylvania. First Priority Bank, with $430.9 million in assets, was chartered in November, 2005 and opened for business to the public in January, 2006 as a full service commercial bank providing personal and business lending, deposit products and wealth management services through its ten offices in Berks, Bucks, Chester and Montgomery Counties, Pennsylvania. The common stock of First Priority Financial Corp. is not currently traded on the open market. First Priority’s website can be accessed at http://www.fpbk.com.

2

This release contains forward-looking statements, which can be identified by reference to a future period or periods or by the use of words such as “would be,” “will,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” and similar expressions or the negative thereof. These forward-looking statements include: statements of goals, intentions and expectations; statements regarding prospects and business strategy; statements regarding asset quality and market risk; and estimates of future costs, benefits and results. These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following: (1) general economic conditions, (2) competitive pressures among financial services companies, (3) changes in interest rates, (4) deposit flows, (5) loan demand, (6) changes in legislation or regulation, (7) changes in accounting principles, policies and guidelines, (8) litigation liabilities, including costs, expenses, settlements and judgments and (9) other economic, competitive, governmental, regulatory and technological factors affecting the Company’s operations, pricing, products and services. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We have no obligation to update or revise any forward-looking statements to reflect any changed assumptions, unanticipated events or any changes in the future.

The Company cautions that the foregoing list of important factors is not exclusive. Readers are also cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company to reflect events or circumstances occurring after the date of this press release.

For a complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review our filings with the Securities and Exchange Commission (“SEC”), including our most recent annual report on Form 10-K, as supplemented by our quarterly or other reports subsequently filed with the SEC.

FINANCIAL TABLES FOLLOW

3

First Priority Financial Corp.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)

	For the three months ended March 31,
	2014			2013
Interest income	$	4,474		$	3,690
Interest expense		712			793
Net interest income		3,762			2,897
Provision for loan losses		105			165
Net interest income after provision for loan losses		3,657			2,732
Non-interest income		219			120
Non-interest expenses		3,266			3,500
Income (loss) before income taxes		610			(648	)
Income taxes		9			—
Net income (loss)	$	601		$	(648	)
Preferred dividends, including net amortization		127			133
Income (loss) to common shareholders	$	474		$	(781	)
Basic earnings (loss) per common share	$	0.07		$	(0.18	)
Fully diluted earnings (loss) per common share	$	0.07		$	(0.18	)
Weighted average common shares outstanding:
Basic		6,439			4,241
Diluted		6,439			4,241
Net interest margin		3.76	%		3.70	%

4

First Priority Financial Corp.

Condensed Consolidated Balance Sheets

Unaudited (In thousands)

	March 31, 2014		December 31, 2013
Assets
Cash and cash equivalents	$	10,453	$	11,248
Investment securities		67,951		89,599
Loans receivable		340,083		335,737
Less: allowance for loan losses		2,219		2,273
Net loans		337,864		333,464
Premises and equipment, net		2,538		2,533
Bank owned life insurance		3,017		—
Goodwill and other intangibles		3,193		3,219
Other assets		5,935		6,025
Total assets	$	430,951	$	446,088
Liabilities and Shareholders’ Equity
Liabilities:
Deposits	$	346,540	$	357,420
Borrowings		33,300		44,625
Other liabilities		7,549		1,651
Total liabilities		387,389		403,696
Shareholders’ equity		43,562		42,392
Total liabilities and shareholders’ equity	$	430,951	$	446,088

5

First Priority Financial Corp.

Selected Financial Data

(Unaudited, in thousands, except share and per share data)

	March 31, 2014			December 31, 2013
Period End Balance Sheet Ratios
Loan to deposit ratio		98.1	%		93.9	%
Equity to assets		10.11	%		9.50	%
Tangible common equity/Tangible assets		7.24	%		6.72	%
First Priority Bank total risk based capital ratio		12.91	%		12.90	%
Book value per common share	$	5.30		$	5.12
Tangible book value per common share	$	4.81		$	4.62
Selected Asset Quality Balances
Non-performing loans	$	3,430		$	4,276
Other real estate owned		1,115			914
Repossessed assets		117			75
Total non-performing assets	$	4,662		$	5,265
Selected Asset Quality Ratios
Non-performing loans as a percentage of total loans		1.01	%		1.27	%
Non-performing assets as a percentage of total assets		1.08	%		1.18	%
Allowance for loan losses as a percentage of total loans		0.65	%		0.68	%

# # #

6

EX-99.2

Exhibit 99.2

Welcome to the
P
First Priority Financial Corp
Annual Shareholders’ Meeting
May 6th, 2014

Safe Harbor Regarding Forward Looking Statements
P
This presentation contains certain forward-looking information about First Priority Financial Corp. that is intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “projects,” “predicts,” “intends,” “seeks,” “will,” “may,” “should,” “would,” “continues,” “hope” and similar expressions, or the negative of these terms. Such statements are based on current expectations and are subject to risks, uncertainties and changes in condition, significance, value, and effect. Such risks, uncertainties and changes in condition, significance, value and effect could cause First Priority Financial Corp.’s actual results to differ materially from those anticipated events.
Factors, risks, uncertainties, and contingencies that may cause actual results to differ from those anticipated include, but are not limited to, the following: the strength of the United States economy in general and the strength of the regional and local economies in which First Priority conducts operations; the effects of changing economic conditions in First Priority’s market areas and nationally; the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; changes in federal and state banking, insurance, and investment laws and regulations which could impact First Priority’s operations; inflation, interest rate, market, and monetary fluctuations; First Priority’s timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers; the impact of changes in financial services policies, laws, and regulations, and the impact of changes in and interpretations of generally accepted accounting principles; the occurrence of adverse changes in the securities markets; the effects of changes in technology or in consumer spending and savings habits; armed conflicts involving the United States; regulatory or judicial proceedings; changes in asset quality; and First Priority’s success in managing the risks involved in the foregoing.
You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date of this presentation.
May 6th, 2014
FPFC Annual Shareholder Meeting 2

A Changing Industry
P
Regulatory Oversight / Impact
Technology and Delivery Platform / Declining Bank Branches
Valuation Factors
Earnings
Size / Relevance
Capital Strength
Asset Quality
Tangible Book Value
Consolidation
May 6th, 2014 FPFC Annual Shareholder Meeting 3

Timeline of Change
P
Feb. 28,2013 Completed merger of Affinity Bank into FPFC
Aug. 26, 2013 Customer / systems conversion completed
Sept. 30, 2013 Merger costs / cost-saves achieved
Jan.1, 2014 Began branding with FPB name
Mar. 1, 2014 Introduced full-featured Mobile Banking
May 5, 2014 Affinity signage conversion begins
May, 2014 Branding and advertising program underway
May 6th, 2014
FPFC Annual Shareholder Meeting 4

Branding and Advertising
P
New Mobile App…
bank anytime,
anywhere!
P
First Priority Bank
Smart money banks here.®
FIVE OFFICES IN BERKS COUNTY
FPBK.com
Member
FDIC
May 6th, 2014 FPFC Annual Shareholder Meeting 5

Technology Supported Services & Mobile Banking
P
Cash Management Services
Introduced: 2007
No. of companies: 430
Remote Deposit Capture (commercial only)
Introduced: 2007
No. of companies: 147
TX Volume in 2013 : 137,000 items -- in excess of $380MM
Mobile Banking, including “Mobile Deposit” (consumer & commercial)
Introduced: 2014
Enrolled users: 110
2013 Total annualized revenues from our Cash Management and
Technology Services exceeded of $315,000
May 6th, 2014 FPFC Annual Shareholder Meeting 6

Valuation Factors
P
Earnings
Size / Relevance
Capital Strength
Asset Quality
Tangible Book Value
May 6th, 2014 FPFC Annual Shareholder Meeting 7

Financial Highlights
P
Operating Results
Unaudited (In thousands, except per share data)
Q113 Q213 Q313 Q413 Q114 Last 12 Months
Income before merger related costs and taxes $149 $468 $411 $735 $610 $2,224
Merger related costs 797 413 324 - 737
Income taxes - - - 33 9 42
Net Income (loss) ($648) $55 $87 $702 $601 $1,445
Earnings (loss) per common share ($0.18) ($0.01) ($0.01) $0.09 $0.07 $0.14
May 6th, 2014
FPFC Annual Shareholder Meeting
8

Financial Highlights
P
Balance Sheet Overview
Unaudited (In thousands)
3/31/13 12/31/13 3/31/14
Selected Period End Balance Sheet Items
Total assets $442,696 $446,088 $430,951
Total loans $331,393 $335,737 $340,083
Total deposits $358,442 $357,420 $346,540
Total shareholders’ equity $43,656 $42,392 $43,562
Selected Asset Quality Balances
Non-performing assets $8,402 $5,265 $4,662
Selected Asset Quality Ratios
Non-performing assets as a percentage of total assets 1.90% 1.18% 1.08%
Adjusted texas ratio (1) 29.13% 15.05% 12.98%
(1) NPA’s (including TDRs) as a % of Tangible Capital + ALLL
May 6th, 2014
FPFC Annual Shareholder Meeting
9

Financial Highlights
P
Capital Overview
Unaudited
3/31/13 12/31/13 3/31/14
Equity to assets 9.86% 9.50% 10.11%
First Priority Bank - total risk based capital ratio 13.34% 12.90% 12.91%
First Priority Bank - tier 1 leverage ratio 12.16% 9.48% 9.64%
Tangible common equity to tangible assets 7.16% 6.72% 7.24%
Book value per common share $5.41 $5.12 $5.30
Tangible book value per common share $4.97 $4.62 $4.81
May 6th, 2014
FPFC Annual Shareholder Meeting
10

Equity and Book Value
P
March 31, 2014
Tangible Book Value per Common Share: $4.81
Unrealized loss in AFS portfolio: .10
Per-share value of unrecognized tax asset (DTA): .81
May 6th, 2014
FPFC Annual Shareholder Meeting
11

Objectives - 2014
P
Increase growth in earnings and earnings per share
Maintain strong capital, asset quality and core deposit base
Enhance our brand
Grow the company and the customer base
Begin refinancing preferred stock and list common stock
Build Book Value
May 6th, 2014
FPFC Annual Shareholder Meeting
12

Mission
P
First Priority Bank is a full service commercial banking company that provides a complete range of banking and personal financial services and solutions for individuals and businesses. The Bank is a relationship driven organization that provides a highly attentive and focused concierge level of service delivered with the highest level of integrity.
First Priority Financial Corp seeks to provide superior value for investors by achieving strong and increasing returns in operating performance while maintaining a safe, strong and sound financial position.
May 14th, 2013
FPFC Annual Shareholder Meeting
13

P
First Priority Financial Corp
Annual Shareholders’ Meeting
May 6th, 2014