8K Earnings Release 2Q14




 
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): July 24, 2014
 

 
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
 


 
Ohio
 
31-1042001
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification number)
 
Commission file number: 001-34762
 
255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202
(Address of principal executive offices and zip code)
 
Registrant's telephone number, including area code: (877) 322-9530
 

 
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 (see General Instruction A.2. below):

[ ] 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 July 24, 2014, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the first six months and second quarter of 2014. A copy of the earnings press release is attached as Exhibit 99.1.

The earnings press release includes some financial measures outside of generally accepted accounting principles (GAAP), referred to as non-GAAP financial measures. The first non-GAAP financial measure, Net interest margin (fully tax equivalent), appears in the table entitled “Consolidated Financial Highlights” under the section “Key Financial Ratios.” It also appears in the table entitled “Consolidated Quarterly Statements of Income” under “Additional Data.” The second non-GAAP financial measure, Net interest income-tax equivalent, appears in the tables entitled “Additional Data” at the bottom of the “Consolidated Quarterly Statements of Income” page. 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 margin and net interest income on a fully tax equivalent basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.
 
Below is a table showing “net interest income” calculated and presented in accordance with GAAP and the adjustments made to arrive at the non-GAAP financial measure “net interest income - tax equivalent.” The table also shows “net interest margin” calculated and presented in accordance with GAAP and the method used to arrive at the non-GAAP financial measure “net interest margin (fully tax equivalent).”


 
Three Months Ended
Six Months Ended
 
June 30,
Mar. 31,
Dec. 31,
Sep. 30,
June 30,
 
June 30,
(Dollars in thousands)
2014
2014
2013
2013
2013
 
2014
2013
Net interest income
$
54,304

$
54,819

$
55,804

$
55,772

$
58,078

 
$
109,123

$
116,744

Tax equivalent adjustment
758

702

635

516

514

 
1,460

991

   Net interest income - tax equivalent
$
55,062

$
55,521

$
56,439

$
56,288

$
58,592

 
$
110,583

$
117,735

 
 
 
 
 
 
 
 
 
Average earning assets
$
5,880,933

$
5,821,130

$
5,677,734

$
5,659,432

$
5,791,715

 
$
5,851,197

$
5,839,497

 
 
 
 
 
 
 
 
 
Net interest margin*
3.70
%
3.82
%
3.90
%
3.91
%
4.02
%
 
3.76
%
4.03
%
Net interest margin (fully tax equivalent)*
3.76
%
3.87
%
3.94
%
3.95
%
4.06
%
 
3.81
%
4.07
%
 
 
 
 
 
 
 
 
 
* Margins are calculated using net interest income annualized divided by average earning assets.
 
 
 


The earnings press release also includes some non-GAAP ratios in the “Consolidated Financial Highlights” page. These ratios are: (1) Return on average tangible shareholders' equity; (2) Ending tangible shareholders' equity as a percent of ending tangible assets; (3) Ending tangible shareholders' equity as a percent of risk-weighted assets; (4) Average tangible shareholders' equity as a percent of average tangible assets; and (5) Tangible book value per share. The Ending tangible shareholders' equity as a percent of ending tangible assets and Average tangible shareholders' equity as a percent of average tangible assets are also shown in the “Regulatory Capital” section of the “Capital Adequacy” page in the earnings release. The following table provides a reconciliation of these ratios to the corresponding GAAP components. The Company considers these critical metrics with which to analyze banks. The ratios have been included in the earnings press release to facilitate a better understanding of the Company's capital structure and financial condition.





 
Three Months Ended
Six Months Ended
 
June 30,
Mar. 31,
Dec. 31,
Sep. 30,
June 30,
 
June 30,
 
2014
2014
2013
2013
2013
 
2014
2013
 
(Dollars in thousands, except per share data)
 
 
 
Net income (a)
$
15,953

$
15,104

$
3,785

$
14,911

$
15,829

 
$
31,057

$
29,653

 
 
 
 
 
 
 
 
 
Average total shareholders' equity
$
696,609

$
684,332

$
700,063

$
693,158

$
703,804

 
$
690,504

$
706,319

Less:
 
 
 
 
 
 
 
 
Goodwill
(95,050
)
(95,050
)
(95,050
)
(95,050
)
(95,050
)
 
(95,050
)
(95,050
)
Intangible assets
(5,344
)
(5,566
)
(5,924
)
(6,249
)
(6,620
)
 
(5,344
)
(6,620
)
Average tangible equity (b)
596,215

583,716

599,089

591,859

602,134

 
590,110

604,649

 
 
 
 
 
 
 
 
 
Total shareholders' equity
705,831

691,347

682,161

692,039

695,452

 
705,831

695,452

Less:
 
 
 
 
 
 
 
 
Goodwill
(95,050
)
(95,050
)
(95,050
)
(95,050
)
(95,050
)
 
(95,050
)
(95,050
)
Intangible assets
(5,344
)
(5,566
)
(5,924
)
(6,249
)
(6,620
)
 
(5,344
)
(6,620
)
Ending tangible equity (c)
605,437

590,731

581,187

590,740

593,782

 
605,437

593,782

 
 
 
 
 
 
 
 
 
Total assets
6,545,744

6,499,089

6,417,213

6,253,441

6,274,575

 
6,545,744

6,274,575

Less:
 
 
 
 
 
 
 
 
Goodwill
(95,050
)
(95,050
)
(95,050
)
(95,050
)
(95,050
)
 
(95,050
)
(95,050
)
Intangible assets
(5,344
)
(5,566
)
(5,924
)
(6,249
)
(6,620
)
 
(5,344
)
(6,620
)
Ending tangible assets (d)
6,445,350

6,398,473

6,316,239

6,152,142

6,172,905

 
6,445,350

6,172,905

 
 
 
 
 
 
 
 
 
Risk-weighted assets (e)
4,464,578

4,376,505

4,276,152

4,140,561

4,093,644

 
4,464,578

4,093,644

 
 
 
 
 
 
 
 
 
Total average assets
6,454,252

6,399,235

6,232,971

6,193,722

6,310,602

 
6,426,895

6,350,604

Less:
 
 
 
 
 
 
 
 
Goodwill
(95,050
)
(95,050
)
(95,050
)
(95,050
)
(95,050
)
 
(95,050
)
(95,050
)
Intangible assets
(5,344
)
(5,566
)
(5,924
)
(6,249
)
(6,620
)
 
(5,344
)
(6,620
)
Average tangible assets (f)
6,353,858

6,298,619

6,131,997

6,092,423

6,208,932

 
6,326,501

6,248,934

 
 
 
 
 
 
 
 
 
Ending common shares outstanding (g)
57,718,317

57,709,937

57,533,046

57,702,444

57,698,344

 
57,718,317

57,698,344

 
 
 
 
 
 
 
 
 
Ratios
 
 
 
 
 
 
 
 
Return on average tangible shareholders' equity (a)/(b)
10.73
%
10.49
%
2.51
%
10.00
%
10.54
%
 
10.61
%
9.89
%
Ending tangible shareholders' equity as a percent of:
 
 
 
 
 
 
 
Ending tangible assets (c)/(d)
9.39
%
9.23
%
9.20
%
9.60
%
9.62
%
 
9.39
%
9.62
%
Risk-weighted assets (b)/(e)
13.56
%
13.50
%
13.59
%
14.27
%
14.50
%
 
13.56
%
14.50
%
Average tangible shareholders' equity of average tangible assets (b)/(f)
9.38
%
9.27
%
9.77
%
9.71
%
9.70
%
 
9.33
%
9.68
%
Tangible book value per share (c)/(g)
$
10.49

$
10.24

$
10.10

$
10.24

$
10.29

 
$
10.49

$
10.29


First Financial Bancorp also provided electronic presentation slides on its web site used in connection with the earnings conference call. A copy of the electronic presentation slides is included in this Report as Exhibit 99.2.








Item 8.01    Other Events

                On December 18 and December 20, 2013, First Financial Bancorp (the “Company”) announced that it had entered into an Agreement and Plan of Merger with each of The First Bexley Bank and Insight Bank, respectively.  On July 23, 2014, the Company received notice from the Office of the Comptroller of the Currency (the “Comptroller”) that both of these transactions have been approved by the Comptroller.  The Company expects that both transactions will be consummated in August 2014. 

                The Agreement and Plan of Merger with The First Bexley Bank was filed as an exhibit to a Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on December 23, 2013.  The Agreement and Plan of Merger with Insight Bank was filed as an exhibit to a separate Form 8-K filed by the Company with the SEC on December 23, 2013. 


Item 9.01    Exhibits.

(d)    Exhibits:

The following exhibits shall not be deemed to be “filed” for purposes of the Securities Act.

99.1    First Financial Bancorp. Press Release dated July 24, 2014 - Furnished.
99.2    First Financial Bancorp. July 25, 2014 Earnings Call slides - Furnished.








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 FINANCIAL BANCORP.


 
 
By: /s/ Anthony M. Stollings
 
 
Anthony M. Stollings
 
 
Executive Vice President, Chief Financial Officer
 
 
and Chief Administrative Officer
Date:
July 24, 2014
 

                    








Form 8-K                                First Financial Bancorp.

Exhibit Index
Exhibit No.        Description

99.1            First Financial Bancorp. Press Release dated July 24, 2014.
99.2            First Financial Bancorp. July 25, 2014 Earnings Call slides.