Mergers and acquisitions (Tables)

9 Months Ended

Sep. 30, 2020


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net interest income	$	83,641	$	90,195	$	252,849	$	260,353
Total revenues	71,214		126,918		272,375		343,425
Net income	(12,428)		36,723		19,526		83,072

The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the respective acquisition dates:


	As of August 15, 2020		As of February 14, 2020
	Franklin Financial Network, Inc.		FNB Financial Corp.
ASSETS
Cash and cash equivalents	$	283,996	$	10,774
Investments	373,459		50,594
Mortgage loans held for sale, at fair value	39,525		—
Commercial loans held for sale, at fair value	318,365		—
Loans held for investment, net of fair value adjustments	2,436,679		182,171
Allowance for credit losses on PCD loans	(24,831)		(669)
Premises and equipment	39,691		8,049
Operating lease right-of-use assets	24,330		14
Mortgage servicing rights	4,850		—
Core deposit intangible	7,670		2,490
Other assets	121,096		4,795
Total assets	$	3,624,830	$	258,218
LIABILITIES
Deposits:
Noninterest-bearing	$	505,401	$	63,531
Interest-bearing	1,783,379		26,451
Money market and savings	327,340		37,002
Customer time deposits	383,433		82,551
Brokered and internet time deposits	107,452		—
Total deposits	3,107,005		209,535

Borrowings	62,435		3,192
Operating lease liabilities	24,330		14
Accrued expenses and other liabilities	13,782		1,825
Total liabilities assumed	3,207,552		214,566
Noncontrolling interests acquired	93		—
Net assets acquired	$	417,185	$	43,652


	As of August 15, 2020		As of February 14, 2020
	Franklin Financial Network, Inc.		FNB Financial Corp.
Purchased credit-deteriorated loans
Principal balance	$	703,143	$	18,964
Allowance for credit losses at acquisition	(24,831)		(669)
Net premium attributable to other factors	8,530		63
Loans purchased credit-deteriorated fair value	$	686,842	$	18,358


Purchase Price:
Equity consideration
Franklin shares outstanding(1)	15,588,337
Franklin options converted to net shares	62,906
	15,651,243
Exchange ratio to FB Financial shares	0.965
FB Financial shares to be issued as merger consideration(2)	15,102,492
Issuance price as of August 15, 2020	$	29.52
Value of FB Financial stock to be issued as merger consideration	$	445,826
Less: tax withholding on vested restricted stock awards, units and options(3)	(1,308)
Value of FB Financial stock issued	$	444,518
FB Financial shares issued	15,058,181

Franklin restricted stock units that do not vest on change in control	114,915
Replacement awards issued to Franklin employees	118,776
Fair value of replacement awards	$	3,506
Fair value of replacement awards attributable to pre-combination service	$	674

Cash consideration
Total Franklin shares and net shares outstanding	15,651,243
Cash consideration per share	$	2.00
Total cash to be paid to Franklin(4)	$	31,330
Total purchase price			$	477,830
Preliminary fair value of net assets acquired			417,185
Preliminary goodwill resulting from merger			$	60,645

(1)Franklin shares outstanding includes restricted stock awards and restricted stock units that vested upon change in control.

(2)Only factors in whole share issuance. Cash was paid in lieu of fractional shares.

(3)Represents the equivalent value of approximately 44,311 shares of FB Financial Corporation stock on August 15, 2020.

(4)Includes $28 of cash paid in lieu of fractional shares.

The following table presents the total purchase price, fair value of net assets acquired, and the goodwill as of the acquisition date.


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
Preliminary fair value of net assets acquired			43,652
Preliminary goodwill resulting from merger			$	6,390