Mergers and acquisitions (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following tables present the final fair values of assets acquired and liabilities assumed as of the April 5, 2019 acquisition date and an allocation of the consideration to net assets acquired:



	As of April 5, 2019
	As Recorded by FB Financial Corporation⁽¹⁾
Assets
Cash and cash equivalents⁽¹⁾	$	207,822
Loans, net of fair value adjustments	374,399
Premises and equipment	9,650
Operating lease right-of-use assets	4,133
Core deposit intangible	10,760
Accrued interest and other assets	1,272
Total assets	$	608,036
Liabilities
Deposits
Noninterest-bearing	$	118,405
Interest-bearing checking	112,225
Money markey and savings	211,135
Customer time deposits	147,112
Total deposits	588,877
Customer repurchase agreements	9,572
Operating lease liabilities	4,133
Accrued expenses and other liabilities	625
Total liabilities	603,207
Total net assets acquired	$	4,829

(1) Cash and cash equivalents were reduced in settlement by the deposit premium paid of $36,790 to reflect net cash received of $171,032.

The following tables present the final estimated fair value of net assets acquired as of the July 31, 2017 acquisition date and the consideration paid and an allocation of the purchase price to net assets acquired:



	As of July 31, 2017
	As Recorded by FB Financial Corporation⁽¹⁾
Assets
Cash and cash equivalents	$	49,059
Investment securities	59,493
FHLB stock	3,409
Loans, net of fair value adjustments	1,059,728
Premises and equipment	18,866
Other real estate owned	6,888
Core deposit and other intangibles	12,334
Other assets	5,978
Total assets	$	1,215,755
Liabilities
Interest-bearing deposits	$	670,054
Noninterest-bearing deposits	309,464
Borrowings	84,831
Accrued expenses and other liabilities	5,245
Total liabilities	$	1,069,594
Net assets acquired (excluding goodwill recognized)	$	146,161

Schedule of Consideration Paid and Allocation of Purchase Price to Net Assets Acquired



Purchase price:
Equity consideration
Common stock issued	1,521,200
Price per share as of July 31, 2017	$	34.37
Total equity consideration			$	52,284
Cash consideration			184,200		⁽²⁾
Total consideration paid			$	236,484
Preliminary allocation of consideration paid:
Fair value of net assets acquired including identifiable intangible assets			$	146,161
Goodwill			90,323
Total consideration paid			$	236,484

(1) Amounts include certain reclassifications of opening balances to conform to the Company's presentation.

(2) Amounts was deposited into an interest-bearing deposit account with the Bank in the name of the Seller as of July 31, 2017.



Consideration:
Deposit premium	$	36,790
Preliminary allocation of consideration:
Fair value of net assets acquired	$	4,829
Goodwill	31,961
Total consideration	$	36,790

Schedule of Loans and Debt Securities Acquired with Deteriorated Credit Quality

The following table presents the fair value of acquired purchased credit impaired loans accounted for in accordance with ASC 310-30 "Loans and Debt Securities Acquired with Deteriorated Credit Quality" from the Atlantic Capital branch acquisition as of the acquisition date:



	April 5, 2019
Contractually-required principal and interest	$	11,949
Nonaccretable difference	2,200
Best estimate of contractual cash flows expected to be collected	9,749
Accretable yield	1,167
Fair value	$	8,582

Business Acquisition, Pro Forma Information

The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2018 and does not include the effect of all cost-saving or revenue-enhancing strategies.



	Year ended December 31,
	2019		2018
Net interest income	$	229,607	$	220,269
Total revenues	$	365,794	$	354,258
Net income	$	79,923	$	78,762

The following unaudited pro forma condensed consolidated financial information presents the results of operations for the

year ended December 31, 2017 as though the merger had been completed as of January 1, 2016. The unaudited estimated pro forma information combines the historical results of the Clayton Banks with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments including loan discount accretion, amortization of core deposit and other intangibles, and amortization of the discount on time deposits for the periods presented. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2016 and does not reflect any assumptions regarding cost-savings, revenue enhancements, provision for credit losses or asset dispositions. Actual revenues and earnings of the Clayton Banks since the merger date have not been disclosed as it is not practicable as the Clayton Banks were merged into the Company and separate financial information is not readily available.



	For the year ended,
		2017
Net interest income		$	192,633
Total revenues		$	336,404
Net income		$	75,659