UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 18, 2013
FIRST HORIZON NATIONAL CORPORATION
(Exact name of registrant as specified in charter)
TN | 001-15185 | 62-0803242 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
165 MADISON AVENUE, MEMPHIS, TENNESSEE | 38103 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (901) 523-4444
________________________________________________________________________________
(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.
Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 is a copy of First Horizon National Corporation's earnings release for the quarter ended September 30, 2013, which is scheduled to be released October 18, 2013.
The foregoing information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition," and Item 7.01, "Regulation FD Disclosure." The exhibit speaks as of the date thereof and First Horizon National Corporation ("First Horizon") does not assume any obligation to update said information in the future.
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 of 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 September 30, 2013.
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 HORIZON NATIONAL CORPORATION (Registrant) |
||
Date: October 18, 2013 | By: | /s/ WILLIAM C. LOSCH III |
William C. Losch III Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
The following exhibit is furnished pursuant to Items 2.02 and 7.01, is not to be considered "filed" under the 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 September 30, 2013. |
EXHIBIT 99.1
MEMPHIS, Tenn., Oct. 18, 2013 (GLOBE NEWSWIRE) -- First Tennessee Bank earned the number one market share ranking in Tennessee according to the most recent FDIC deposit data. First Horizon National Corp. (NYSE:FHN) also continued to unwind from the mortgage business the company sold in 2008, increasing its mortgage repurchase reserve and this week reaching an agreement in principle with Fannie Mae to resolve certain representation and warranty repurchase obligations for the First Tennessee book of business. The terms of that agreement are subject to final approval by Fannie Mae's board of directors and by the Federal Housing Finance Agency. The $200 million addition to the repurchase reserve had a negative impact on earnings per share of approximately $0.64 after tax for the quarter, resulting in a third quarter net loss to common shareholders of $0.45 per diluted share, or $107.5 million.
"Our bankers are generating very good momentum growing our business and improving credit quality, and we are proud that as a result of their efforts we have regained the top market share in Tennessee," said Bryan Jordan, First Horizon's chairman and CEO. "In capital markets we continue to perform well in a somewhat volatile interest rate environment. I am proud of what our team has accomplished in building our business and, while sometimes frustrating, the progress we continue to make in winding down our national mortgage business. As we approach our 150th anniversary in March, we're focused on positioning our business for the next 150 years."
Financial results
Credit quality
Capital
FHN CONSOLIDATED SUMMARY RESULTS | |||||||
Quarterly, Unaudited | |||||||
3Q13 Changes vs. | |||||||
(Dollars in thousands, except per share data) | 3Q13 | 2Q13 | 1Q13 | 4Q12 | 3Q12 | 2Q13 | 3Q12 |
Income Statement Highlights | |||||||
Net interest income | $ 158,838 | $ 160,019 | $ 161,382 | $ 170,598 | $ 173,465 | (1)% | (8)% |
Noninterest income | 150,571 | 142,983 | 156,403 | 151,143 | 163,538 | 5% | (8)% |
Securities gains/(losses), net | (96) | (351) | 24 | (4,700) | -- | 73% | NM |
Total revenue | 309,313 | 302,651 | 317,809 | 317,041 | 337,003 | 2% | (8)% |
Noninterest expense | 433,556 | 227,408 | 240,540 | 271,361 | 263,169 | 91% | 65% |
Provision for loan losses | 10,000 | 15,000 | 15,000 | 15,000 | 40,000 | (33)% | (75)% |
Income/(loss) before income taxes | (134,243) | 60,243 | 62,269 | 30,680 | 33,834 | NM | NM |
Provision/(benefit) for income taxes | (31,094) | 15,008 | 17,730 | (12,914) | 5,260 | NM | NM |
Income/(loss) from continuing operations | (103,149) | 45,235 | 44,539 | 43,594 | 28,574 | NM | NM |
Income/(loss) from discontinued operations, net of tax | 123 | 1 | 430 | (12) | 108 | NM | 14% |
Net income/(loss) | (103,026) | 45,236 | 44,969 | 43,582 | 28,682 | NM | NM |
Net income attributable to noncontrolling interest | 2,875 | 2,843 | 2,813 | 2,901 | 2,875 | 1% | * |
Net income/(loss) attributable to controlling interest | (105,901) | 42,393 | 42,156 | 40,681 | 25,807 | NM | NM |
Preferred stock dividends | 1,550 | 1,550 | 1,188 | -- | -- | * | NM |
Net income/(loss) available to common shareholders | $ (107,451) | $ 40,843 | $ 40,968 | $ 40,681 | $ 25,807 | NM | NM |
Common Stock Data | |||||||
Diluted EPS from continuing operations | $ (0.45) | $ 0.17 | $ 0.17 | $ 0.17 | $ 0.10 | NM | NM |
Diluted EPS | $ (0.45) | $ 0.17 | $ 0.17 | $ 0.17 | $ 0.10 | NM | NM |
Diluted shares (thousands) | 236,895 | 240,891 | 242,799 | 246,132 | 248,306 | (2)% | (5)% |
Period-end shares outstanding (thousands) | 236,328 | 240,555 | 241,225 | 243,598 | 247,134 | (2)% | (4)% |
Cash dividends declared per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.01 | $ 0.01 | * | NM |
Balance Sheet Highlights (Period-End) | |||||||
Total loans, net of unearned income (Restricted - $.1 billion) (a) (b) | $ 15,408,556 | $ 16,197,952 | $ 15,889,670 | $ 16,708,582 | $ 16,523,783 | (5)% | (7)% |
Total deposits | 16,283,909 | 17,011,884 | 16,204,467 | 16,629,709 | 16,228,111 | (4)% | * |
Total assets (Restricted - $.1 billion) (a) (b) | 24,193,341 | 25,130,941 | 25,166,427 | 25,520,140 | 25,739,830 | (4)% | (6)% |
Total liabilities (Restricted - $.1 billion) (a) (b) | 21,760,048 | 22,584,533 | 22,566,700 | 23,010,934 | 23,207,942 | (4)% | (6)% |
Total equity (b) | 2,433,293 | 2,546,408 | 2,599,727 | 2,509,206 | 2,531,888 | (4)% | (4)% |
Asset Quality Highlights | |||||||
Allowance for loan losses (Restricted - $3.2 million) (a) | $ 255,710 | $ 261,934 | $ 265,218 | $ 276,963 | $ 281,744 | (2)% | (9)% |
Allowance / period-end loans | 1.66% | 1.62% | 1.67% | 1.66% | 1.71% | ||
Net charge-offs | $ 16,224 | $ 18,284 | $ 26,745 | $ 19,781 | $ 79,307 | (11)% | (80)% |
Net charge-offs (annualized) / average loans | 0.41% | 0.46% | 0.67% | 0.48% | 1.92% | ||
Non-performing assets (NPA) (b) (c) | $ 482,045 | $ 506,265 | $ 418,385 | $ 419,369 | $ 450,392 | (5)% | 7% |
NPA % (c) (d) | 2.19% | 2.25% | 1.81% | 1.84% | 2.15% | ||
Key Ratios & Other | |||||||
Return on average assets (annualized) (e) | (1.69)% | 0.74% | 0.73% | 0.69% | 0.45% | ||
Return on average common equity (annualized) (f) | (20.39)% | 7.46% | 7.48% | 7.20% | 4.59% | ||
Net interest margin (g) (h) | 2.97% | 2.96% | 2.95% | 3.09% | 3.15% | ||
Fee income to total revenue (i) | 48.66% | 47.19% | 49.22% | 46.98% | 48.53% | ||
Efficiency ratio (j) | NM | 75.05% | 75.69% | 84.34% | 78.09% | ||
Book value per common share (k) | $ 8.64 | $ 8.96 | $ 9.16 | $ 9.09 | $ 9.05 | ||
Tangible book value per common share (b) (h) (k) | $ 7.95 | $ 8.28 | $ 8.51 | $ 8.44 | $ 8.41 | ||
Adjusted tangible common equity to risk weighted assets (b) (h) (l) | 9.69% | 9.69% | 9.91% | 9.93% | 10.03% | ||
Market capitalization (millions) | $ 2,597.2 | $ 2,694.2 | $ 2,576.3 | $ 2,414.1 | $ 2,379.9 | ||
Full time equivalent employees | 4,338 | 4,296 | 4,381 | 4,507 | 4,585 | ||
NM - Not meaningful | |||||||
* Amount is less than one percent. | |||||||
Certain previously reported amounts have been reclassified to agree with current presentation. | |||||||
(a) Restricted balances parenthetically presented are as of September 30, 2013. | |||||||
(b) 2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13. | |||||||
(c) 3Q13 and 2Q13 includes approximately $65 million and $62 million, respectively, of second liens placed on nonaccrual based on information received from a third party on the performance status of non-FHN serviced first liens and approximately $21 million and $23 million, respectively, of MNB foreclosed real estate. | |||||||
(d) NPAs related to the loan portfolio over period-end loans plus foreclosed real estate and other assets. | |||||||
(e) Calculated using net income. | |||||||
(f) Calculated using net income available to common shareholders. | |||||||
(g) Net interest margin is computed using total net interest income adjusted to a fully taxable equivalent ("FTE") basis. | |||||||
(h) Refer to the Non-GAAP to GAAP Reconciliation. | |||||||
(i) Ratio excludes securities gains/(losses). | |||||||
(j) Noninterest expense divided by total revenue excluding securities gains/(losses). | |||||||
(k) 2Q13 decrease due to $40 million prepaid share repurchase agreement, shares were delivered in 3Q13. | |||||||
(l) Current quarter is an estimate. |
Use of non-GAAP measures
Certain measures are included in this release that are non-GAAP, meaning they are not presented in accordance with generally accepted accounting principles (GAAP) in the U.S. FHN's management believes such measures are relevant to understanding the capital position and results of the company. The non-GAAP items presented in this release are tangible book value per common share, adjusted tangible common equity to risk-weighted assets and net interest margin computed using net interest income adjusted for FTE. These measures are reported to FHN's management and board of directors through various internal reports. Additionally, disclosure of the non-GAAP capital ratios provides a meaningful base for comparability to other financial institutions as demonstrated by their use by the various banking regulators in reviewing the capital adequacy of financial institutions. 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 FHN. The reconciliation of non-GAAP to GAAP measures and presentation of the most comparable GAAP items can be found in this table:
NON-GAAP to GAAP Reconciliation | |||||
(Period End, Dollars in Thousands except per share data) (Unaudited) | 3Q13 | 2Q13 | 1Q13 | 4Q12 | 3Q12 |
Tangible Common Equity (Non-GAAP) | |||||
(A) Total equity (GAAP) (a) | $2,433,293 | $2,546,408 | $2,599,727 | $2,509,206 | $2,531,888 |
Less: Noncontrolling interest (a) (b) | 295,431 | 295,431 | 295,257 | 295,165 | 295,165 |
Less: Preferred stock | 95,624 | 95,624 | 95,624 | -- | -- |
(B) Total common equity | 2,042,238 | 2,155,353 | 2,208,846 | 2,214,041 | 2,236,723 |
Less: Intangible assets (GAAP) (a) (c) | 162,695 | 163,623 | 156,014 | 156,942 | 157,921 |
(C) Tangible common equity (Non-GAAP) (a) | 1,879,543 | 1,991,730 | 2,052,832 | 2,057,099 | 2,078,802 |
Less: Unrealized gains on AFS securities, net of tax | 11,153 | 9,439 | 48,591 | 55,250 | 63,923 |
(D) Adjusted tangible common equity (Non-GAAP) (a) | $1,868,390 | $1,982,291 | $2,004,241 | $2,001,849 | $2,014,879 |
Period-end Shares Outstanding | |||||
(E) Period-end shares outstanding | 236,328 | 240,555 | 241,225 | 243,598 | 247,134 |
Risk Weighted Assets | |||||
(F) Risk weighted assets (d) (e) | $ 19,275,100 | $ 20,460,353 | $ 20,231,850 | $ 20,153,430 | $ 20,082,979 |
Ratios | |||||
(D)/(F) Adjusted tangible common equity to risk weighted assets ("TCE/RWA") (Non-GAAP) (a) (d) | 9.69% | 9.69% | 9.91% | 9.93% | 10.03% |
(C)/(E) Tangible book value per common share (Non-GAAP) (a) | $7.95 | $8.28 | $8.51 | $8.44 | $8.41 |
Net interest income adjusted for impact of fully taxable equivalent ("FTE") (Non-GAAP) | |||||
Net interest income (GAAP) | $158,838 | $160,019 | $161,382 | $170,598 | $173,465 |
FTE adjustment | 1,894 | 1,913 | 1,787 | 1,842 | 1,752 |
Net interest income adjusted for impact of FTE (Non-GAAP) | $160,732 | $161,932 | $163,169 | $172,440 | $175,217 |
Certain previously reported amounts have been reclassified to agree with current presentation. | |||||
(a) 2Q13 balance has been represented due to purchase accounting adjustments made in 3Q13. | |||||
(b) Included in Total equity on the Consolidated Balance Sheet. | |||||
(c) Includes goodwill and other intangible assets, net of amortization. | |||||
(d) Current quarter is an estimate. | |||||
(e) Defined by and calculated in conformity with bank regulations. |
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.
Participants can call toll-free starting at 8:15 a.m. by dialing 877-303-6618. The number for international participants is 224-357-2205. The conference ID number is 75076610. Participants can also listen to the live audio webcast with the accompanying slide presentation through the website. A replay will be available from noon today until 11:59 p.m. Nov. 1. To listen to the replay, dial 855-859-2056 or 404-537-3406. The passcode is 75076610. The event also will be archived and available by midnight Central Time on the website.
Other information
This press 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, 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 FHN's annual report on Form 10-K and other recent filings with the SEC. FHN 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.
About First Horizon
The 4,300 employees of First Horizon National Corp. (NYSE:FHN) provide financial services through more than 170 bank locations in and around Tennessee and 21 FTN Financial Group offices in the U.S. and abroad. First Tennessee Bank has the leading market share in Tennessee and one of the highest customer retention rates of any bank in the country. FTN Financial is a capital markets industry leader in fixed income sales, trading and strategies for institutional clients in the U.S. and abroad. First Horizon has been recognized as one of the nation's best employers by AARP and Working Mother magazines. More information is available at www.firsthorizon.com.
FHN-G
CONTACT: First Horizon Investor Relations, Aarti Bowman, (901) 523-4017 First Horizon Media Relations, Jack Bradley, (901) 523-4813