Mergers and acquisitions

6 Months Ended

Jun. 30, 2020

Mergers and acquisitions:

Franklin Financial Network, Inc.

On January 21, 2020, the Company entered into a definitive merger agreement with Franklin Financial Network, Inc ("Franklin"), pursuant to which Franklin will be merged with and into the Company. Franklin has 15 branches and approximately $3.78 billion in total assets, $2.79 billion in loans, and $3.14 billion in deposits as of June 30, 2020. According to the terms of the merger agreement, Franklin shareholders will receive 0.9650 shares of FB Financial Corporation's common stock and $2.00 in cash for each share of Franklin stock. Based on the Company's closing price on the New York Stock Exchange of $24.77 per share as of June 30, 2020, the implied transaction value is approximately $394,000. The merger, as approved by the Company's and Franklin's shareholders, has received regulatory approvals and the Company intends to close effective August 15, 2020.

FNB Financial Corp. merger

Effective February 14, 2020, the Company completed its previously announced acquisition of FNB Financial Corp. and its wholly owned subsidiary, Farmers National Bank of Scottsville (collectively, "Farmers National"). Following the acquisition, Farmers National was merged into the Company with FB Financial Corporation continuing as the surviving entity. The transaction added five branches and expanded the Company's footprint into Kentucky. Under the terms of the agreement, the Company acquired total assets of $258,218, loans of $182,171 and assumed total deposits of $209,535. Farmers National shareholders received 954,797 shares of the company's common stock as consideration in connection with the merger, in addition to $15,001 in cash consideration. Based on the closing price of the Company's common stock on the New York Stock Exchange of $36.70 on February 14, 2020, the merger consideration represented approximately $50,042 in aggregate consideration.

The acquisition of Farmers National was accounted for in accordance with FASB ASC Topic 805 "Business Combinations." Accordingly, the assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the acquisition date. The Company is finalizing the fair value of acquired assets and liabilities assumed and as such, purchase accounting is not yet complete. Goodwill of $6,390 recorded in connection with the transaction resulted from the ongoing business contribution of Farmers National and anticipated synergies arising from the combination of certain operational areas of the Company. The goodwill is not deductible for income tax purposes. Goodwill is included in the Banking segment as substantially all of the operations resulting from the acquisition of Farmers National are in alignment with the Company's core banking business.

The Company incurred $1,503 and $2,097 in merger expenses during the three and six months ended June 30, 2020 in connection with this transaction. These expenses are primarily comprised of professional services, employee-related costs and integration costs.

The following tables summarize the estimated fair values of assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired:


	As of February 14, 2020
	As Recorded by FB Financial Corporation
ASSETS
Cash and cash equivalents	$	10,774
Securities	50,594
Loans, net of fair value adjustments	182,171
Allowance for credit losses on PCD loans	(669)
Premises and equipment	8,049

Core deposit intangible	2,490
Other assets	4,809
Total assets	$	258,218
LIABILITIES
Deposits
Noninterest-bearing	$	63,531
Interest-bearing checking	26,451
Money market and savings	37,002
Customer time deposits	82,551
Total deposits	209,535


Borrowings	3,192
Accrued expenses and other liabilities	1,839
Total liabilities	214,566
Total net assets acquired	$	43,652


Consideration:
Net shares issued	954,797
Purchase price per share on February 14, 2020	$	36.70
Value of stock consideration			$	35,041
Cash consideration paid			15,001
Total purchase price			$	50,042
FV of net assets acquired			43,652
Goodwill resulting from merger			$	6,390

Under CECL, the Company is required to determine whether purchased loans held for investment have experienced more-than-insignificant deterioration in credit quality since origination. Loans that have experienced this level of deterioration in credit quality are subject to special accounting at initial recognition and measurement. The Company initially measures the amortized cost of a PCD loan by adding the acquisition date estimate of expected credit losses to the loan's purchase price (i.e. the "gross up" approach). There is no provision for credit loss recognized upon acquisition of a PCD loan because the initial allowance is established through the gross-up.

The Company determined that 10.1% of the FNB loan portfolio had more-than-insignificant deterioration in credit quality since origination. These were primarily delinquent loans as of February 14, 2020, or loans that FNB has classified as nonaccrual or TDR prior to the Company's acquisition.


	As of February 14,
	2020
Purchased credit-deteriorated loans
Principal balance	$	18,964
Allowance for credit losses at acquisition	(669)
Net premium attributable to other factors	63
Loans purchased credit-deteriorated fair value	$	18,358

Loans recognized through the acquisition of FNB that have not experienced more-than-insignificant credit deterioration since origination are initially recognized at the purchase price. Expected credit losses are measured under CECL through the provision for credit losses. The Company recorded a provision for credit losses of $2,885 in the income statement at acquisition related to estimated credit losses on non-PCD loans.

Farmers National's results of operations have been included in the Company's consolidated financial statements prospectively beginning on the date of acquisition. The acquisition has been fully integrated with the Company's existing operations. Accordingly, post-acquisition net interest income, total revenues, and net income are not discernible.The following unaudited pro forma condensed consolidated financial information presents the results of operations for the three months ended June 30, 2019, and the six months ended June 30, 2020 and 2019, respectively, as though the merger had been completed as of January 1, 2019. The unaudited estimated pro forma information combines the historical results of Farmers National with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. Merger expenses are reflected in the periods they were incurred. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2019 and does not include the effect of all cost-saving or revenue-enhancing strategies.


	Three Months Ended June 30,		Six Months Ended June 30,
	2019		2020		2019
Net interest income	$	59,543	$	112,804	$	115,128
Total revenues	92,919		237,258		177,938
Net income	19,097		24,045		38,696

Atlantic Capital Bank, N.A. Branches

On April 5, 2019, the Bank completed its branch acquisition to purchase 11 Tennessee and three Georgia branch locations (the "Branches") from Atlantic Capital Bank, N.A., a national banking association and a wholly owned subsidiary of Atlantic Capital Bancshares, Inc., a Georgia corporation (collectively, "Atlantic Capital") in a transaction valued at $36,790, further increasing market share in existing markets and expanding the Company's footprint into new locations. The branch acquisition added $588,877 in customer deposits at a premium of 6.25% and $374,966 in loans at 99.32% of principal outstanding. All of the operations of the Branches are included in the Banking segment.

Atlantic Capital's results of operations have been included in the Company's consolidated financial statements prospectively beginning on the date of acquisition. The acquisition has been fully integrated with the Company's existing operations. Accordingly, post-acquisition net interest income, total revenues, and net income are not discernible. The following unaudited pro forma condensed consolidated financial information presents the results of operations for the three and six months ended June 30, 2019 as though the merger had been completed as of January 1, 2018. The unaudited estimated pro forma information combines the historical results of Atlantic Capital with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. Merger expenses are reflected in the periods they were incurred. 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.


	Three Months Ended June 30,		Six Months Ended June 30,
	2019		2019
Net interest income	$	57,023	$	113,610
Total revenues	$	90,002	$	176,413
Net income	$	18,688	$	37,191