First Bancorp (NASDAQ:FBNC) Files An 8-K Results of Operations and Financial ConditionItem 2.02 – Results of Operations and Financial Condition
Item 2.02 – Results of Operations and Financial Condition
On July 25, 2017, First Bancorp (the “Registrant” or “Company”) issued a news release to announce its financial results for the three and six month periods ended June 30, 2017. The news release is attached hereto as Exhibit 99.1.
The news release includes disclosure of net interest income on a tax-equivalent basis, which is a non-GAAP performance measure used by management in operating its business. Management believes that analysis of net interest income on a tax-equivalent basis is useful and appropriate because it allows a comparison of net interest income amounts in different periods without taking into account the different mix of taxable versus non-taxable investments that may have existed during those periods.
The news release also includes disclosure of tax-equivalent net interest margin, excluding the impact of loan discount accretion, which is a non-GAAP performance measure. Management believes that it is useful to calculate and present the net interest margin without the impact of loan discount accretion, for the reasons explained in the rest of this paragraph. Loan discount accretion is a non-cash interest income adjustment that is related to the Registrant’s acquisition of loans and represents the portion of the fair value discount that was initially recorded on the acquired loans that is being recognized into income over the lives of the loans. At June 30, 2017, the Registrant had a remaining loan discount balance of $18.0 million compared to $12.4 million at June 30, 2016. For the related loans that perform and pay-down over time, the loan discount will also be reduced, with a corresponding increase to interest income. Therefore management believes it is useful to also present this ratio to reflect net interest margin excluding this non-cash, temporary loan discount accretion adjustment to aid investors in comparing financial results between periods.
The Registrant cautions that non-GAAP financial measures should be considered in addition to, but not as a substitute for, the reported GAAP results. A reconciliation between the non-GAAP financial measures presented and the most directly comparable financial measure calculated in accordance with GAAP is included in the news release and financial summary attached hereto as Exhibit 99.1.
Item 2.02 – Other Events
On July 25, 2017, the Registrant issued a news release to announce its financial results for the three and six month periods ended June 30, 2017. The news release is attached hereto as Exhibit 99.1.
Item 2.02 – Financial Statements and Exhibits
| Exhibit No. | Description |
| 99.1 | News release issued on July 25, 2017 |
Disclosures About Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgments of the Company and its management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of the Company’s customers, the Company’s level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general economic conditions. For additional information about the factors that could affect the matters discussed in this paragraph, see the “Risk Factors” section of the Company’s most recent annual report on Form 10-K. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements. The Company is also not responsible for changes made to the press release by wire services, internet services or other media.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
This communication includes statements made in respect of the proposed transaction involvingFirst BancorpandASB Bancorp. This material is not a solicitation of any vote or approval ofASB Bancorp’sshareholders and is not a substitute for the proxy statement/prospectus or any other documents whichFirst BancorpandASB Bancorpmay send in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
In connection with the proposed transaction,First Bancorphas filed with theSECa Registration Statement on Form S-4 that includes a preliminary proxy statement ofASB Bancorpand a preliminary prospectus ofFirst Bancorp, as well as other relevant documents concerning the proposed transaction.Investors and security holders are also urged to carefully review and consider each ofFirst Bancorp’sandASB Bancorp’spublic filings with theSEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The final proxy statement/prospectus will be mailed to ASB Bancorp'sshareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF ASB BANCORP ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THESEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information aboutFirst BancorpandASB Bancorpat theSEC’swebsite atwww.sec.gov. Investors and security holders may also obtain free copies of the documents filed with theSECbyFirst Bancorpon its website athttp://www.localfirstbank.comand byASB Bancorpon its website atwww.ashevillesavingsbank.com
First Bancorp,ASB Bancorp and certain of their respective directors and executive officers, under theSEC’srules, may be deemed to be participants in the solicitation of proxies ofASB Bancorp’sshareholders in connection with the proposed transaction. Information about the directors and executive officers ofFirst Bancorpand their ownership ofFirst Bancorpcommon stock is set forth in the proxy statement forFirst Bancorp’s2017 Annual Meeting of Shareholders, as filed with theSECon Schedule 14A onMarch 27, 2017. Information about the directors and executive officers ofASB Bancorpand their ownership ofASB Bancorpcommon stock is set forth in the proxy statement forASB Bancorp’s 2017 Annual Meeting of Shareholders, as filed with theSECon a Schedule 14A onApril 5, 2017. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available.Free copies of this document may be obtained as described in the preceding paragraph.
FIRST BANCORP /NC/ ExhibitEX-99.1 2 ex99-1.htm EX-99.1 News Release For Immediate Release: For More Information,…To view the full exhibit click here
About First Bancorp (NASDAQ:FBNC)
First Bancorp is the bank holding company for First Bank (the Bank). The Company’s principal activity is the ownership and operation of First Bank. The Company engages in a range of banking activities, including the acceptance of deposits and the making of loans. The Company offers credit cards, debit cards, letters of credit, safe deposit box rentals and electronic funds transfer services, including wire transfers. In addition, the Company offers Internet banking, mobile banking, cash management and bank-by-phone capabilities to its customers. The Company also offers a mobile check deposit feature for its mobile banking customers that allows them to deposit checks through their smartphone. The Company offers remote deposit capture for its business customers. The Company conducts business from approximately 90 branches. The Bank’s subsidiaries include First Bank Insurance Services, Inc. (First Bank Insurance) and First Troy SPE, LLC.
