Fb Financial Corporation · NYSE:FBK
Fb Financial — Investor Presentation (May 2017)
34 slides from Fb Financial's investor presentation, May 26, 2017
Slide 1: Company Overview
Company Overview Exhibit 99.2
Slide 2: Private placement disclaimer
The information contained herein is a summary and it is not complete. It has been prepared for use only in connection with the private placement (the “Placement”) of securities (the “Securities”) of FB Financial Corporation (the “Company”). The Securities have not been registered under the Securitie
Slide 3: Forward-looking statements
This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical
Slide 4: Additional Information and Participants in the Solicitation
Additional Information and Participants in the Solicitation This investor presentation is for informational purposes only and does not constitute a solicitation of any vote or approval with respect to the Company’s proposed acquisition of the Clayton Banks. The issuance of the shares of the Company’
Slide 5: Use of non-GAAP financial measures
Use of non-GAAP financial measures This presentation contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (GAAP) and therefore are considered non-GAAP financial measures. The Company’s management uses these non-GAAP financial measur
Slide 6: Offering Summary
Offering Summary FB Financial Corporation ("FB Financial" ) Keefe Bruyette & Woods, Inc., Stephens Inc. Placement Agents Co-Placement Agents To restructure the consideration to be paid to Clayton HC, Inc. in connection with the acquisitions of American City Bank and Clayton Bank & Trust 1 and genera
Slide 7: Use of Proceeds and Financial Impact
Use of Proceeds and Financial Impact Capital Dividend: $79.5 million Common Stock: 5.860 million shares Subordinated Debt: $60 million Cash Consideration: $0 million Original Transaction Structure Capital Dividend: $79.5 million Common Stock: 1.521 million shares Subordinated Debt / Cash: $60 millio
Slide 8: Strategically compelling and financially attractive transaction
Strategically compelling and financially attractive transaction 1 Assumes 38.1% tax effect on pre-tax income. Source: Company data and SNL Financial. Data as of or for the three months ended 3/31/17 Strategic Rationale Compelling Valuation Business Mix Shift Niche Lending Enhances Geography High Pro
Slide 9: Snapshot of FB Financial today
Snapshot of FB Financial today Financial highlights Company overview Second largest Nashville-headquartered bank and third largest Tennessee-based bank Originally chartered in 1906, one of the longest continually operated banks in Tennessee Attractive footprint in both high growth metropolitan marke
Slide 10: Management team
West Tennessee Regional President 16 years at FirstBank, 32 years of banking experience Oversees banking operations in Huntingdon, Memphis, Huntsville, Paris, Jackson, Camden, Lexington and the surrounding region Previously held the positions of Senior Vice President and Senior Lending Officer for U
Slide 11: A leading community bank headquartered in Tennessee
A leading community bank headquartered in Tennessee Top 10 banks in Tennessee¹ Top 10 banks under $20bn assets in Tennessee¹ Source: SNL Financial; Note: Deposit data as of June 30, 2016; Pro forma for pending acquisitions announced as of April 28, 2017 1Sorted by deposit market share, deposits are
Slide 12: Attractive footprint with balance between community and metropolitan markets
Attractive footprint with balance between community and metropolitan markets 2 69 123 Blue dots 193 210 228 Metro markets 130 131 135 Highway 167 169 172 State county outlines 87 154 87 Green dots 148 194 148 Community markets Source files are 619754_FirstBank Bancorp.ai and mapinfo Note: Financial
Slide 13: Strong presence in high growth metropolitan markets
Nashville rankings: “The new 'it' City” – The New York Times1 Strong presence in high growth metropolitan markets Most attractive mid-sized cities for business (KPMG, April 2014) # 2 Cities creating the most tech jobs (Forbes, November 2013) # 4 Best cities for business and careers (Forbes, August 2
Slide 14: Delivering profitability and growth
Delivering profitability and growth Drivers of profitability improvement 1 Our pro forma net income and tax-adjusted return on average assets include a pro forma provision for federal income taxes using a combined effective income tax rate of 33.76%, 35.37%, 35.63%, 35.08%, and 36.75% for the years
Slide 15: Net interest margin driven by multiple levers
Net interest margin driven by multiple levers Historical yield and costs 1 Includes tax-equivalent adjustment NIM (%) 3.52% 3.75% 3.93% 3.97% 4.10% 4.28% NIM, ex-accretion (%) 3.52% 3.75% 3.93% 3.96% 3.97% 4.12% Deposit cost (%) 0.78% 0.48% 0.36% 0.30% 0.29% 0.32% Loan (HFI) yield 2015 2016 1Q17 Con
Slide 16: Consistent loan growth and balanced portfolio
Consistent loan growth and balanced portfolio Total loan growth1 ($mm) and commercial real estate concentration Loan portfolio breakdown1 4Q 2012 1Q 2017 Total HFI loans: $1,901mm Note: Financial data as of March 31, 2017 1 Exclude HFS loans, C&I includes owner-occupied CRE 2 Risk-based capital at b
Slide 17: Asset quality continues to improve
Asset quality continues to improve Source: Financials as of March 31, 2017 1 1Q 2017 data annualized. Classified loans ($mm) Net charge-offs / average loans1 NPAs / assets LLR / loans (231) bps ($50) mm
Slide 18: Stable, low cost core deposit franchise
Stable, low cost core deposit franchise Total deposits ($mm) 1 Includes $45.4 million and $47.7 million in mortgage servicing-related escrow deposits for the year ended December 31, 2016 and the quarter ended March 31, 2017, respectively. Noninterest bearing deposits ($mm)1 CAGR 18.4% Deposit compos
Slide 19: Mortgage Banking outlook impacted by higher rates, offset by channel mix
Mortgage Banking outlook impacted by higher rates, offset by channel mix Mortgage Banking LTM revenue of $118.3 million IRLC pipeline declined 16% from $532.9 million at year ended 2016 to $449.0 million at 1Q 2017 Business model continuing to shift to increased purchase volumes given market and int
Slide 20: Improving operating leverage remains a key objective
Improving operating leverage remains a key objective Continued focus to achieve better operating leverage Bank’s core system creates a scalable platform designed to drive and support growth across markets Capacity to grow business in key metropolitan markets, especially Nashville, Knoxville, Memphis
Slide 21: Investment Highlights
Investment Highlights Balanced business model buoyed by low-cost core deposit base Experienced senior management team Strong financial performer: delivering profitability and growth Community bank culture and family values Scalable banking & mortgage platforms Complementary positions in high growth
Slide 22: Appendix
Appendix FB) FirstBank
Slide 23: Over years of history in Tennessee, writing the next chapter
Over 110 years of history in Tennessee Writing the next chapter… 2003: Acquired The Bank of Murfreesboro in Nashville MSA 2007: Acquired branches from AmSouth Bank in Tennessee community markets 1984 1988 1996 1999 2001 2003 2004 2006 2012 2013 2015 Year: 2001: Opened branches in Nashville and Memph
Slide 24: Cost Savings and Key Transaction Assumptions
Cost Savings Updated Transaction Expenses Estimated one-time transaction expenses of $10.0 million (pre-tax) Acceleration (from 2018 and 2019) of up to $10.0 million (pre-tax) of community investments1 Key transaction assumptions – Clayton Banks Acquisition Loan Mark Gross loan mark of $30.2 million
Slide 25: Extensive due diligence conducted
Extensive due diligence conducted Close coordination with Clayton Banks’ management teams in all aspects of strategy and operations Risk management analysis done by FirstBank’s senior management, including CEO, CFO, CRO, CCO, Operations, Human Resources, Compliance and General Counsel Comprehensive
Slide 26: Loan and deposit mix
Loan and deposit mix Pro Forma Loan Portfolio Pro Forma Deposit Mix Pro forma loan (HFI)-to-deposit ratio 82% Diversified portfolio with 38% C&I (includes CRE - Owner-Occupied) Pro forma loan yield estimated at 5.70%, FBK’s was 5.42% in 1Q 2017 Deposit profile of combined bank: 48% checking, 80% tra
Slide 27: Clayton Banks credit quality
Clayton Banks credit quality Loans Outstanding ($ millions) NPAs / Assets NCOs / Average Loans1 ALLL / Gross Loans HFI CAGR: 7.9% Source: SNL Financial & Company filings; Note: Financial data as of March 31, 2017. 1 Annualized
Slide 28: Manufactured Housing niche lending adds meaningful risk-adjusted profitability
Manufactured Housing niche lending adds meaningful risk-adjusted profitability MH Balances ($M) MH Niche comprised of three areas operated from Knoxville with a national platform MH Communities (MHC) C&I and CRE-focused lending to experienced, sophisticated owners / operators of MH communities MH Re
Slide 29: FBK Historical Financials
FBK Historical Financials Source: SNL Financial. Dollars in thousands except for per share data. 1 See “Reconciliation of non-GAAP financial measures” and the Appendix hereto. Three months For the Year Ended, ended, 2013 2014 2015 2016 Q1 '17 Balance Sheet Data: Total Assets $2,258,387 $2,428,189 $2
Slide 30: Reconciliation of non-GAAP financial measures
Reconciliation of non-GAAP financial measures Pro forma core net income
Slide 31: Reconciliation of non-GAAP financial measures (cont'd)
Reconciliation of non-GAAP financial measures (cont’d) Pro forma core diluted earnings per share
Slide 32: Reconciliation of non-GAAP financial measures (cont'd)
Reconciliation of non-GAAP financial measures (cont’d) Tax-equivalent core efficiency ratio (1) Efficiency ratio (GAAP) is calculated by dividing non-interest expense by total revenue.
Slide 33: Tangible book value per common share and tangible common equity to tangible assets
Tangible book value per common share and tangible common equity to tangible assets Reconciliation of non-GAAP financial measures (cont’d) On June 28, 2016, the Company declared a 100-for-1 stock split, increasing the number of issued and authorized shares from 171,800 to 17,180,000 and 250,000 to 25
Slide 34: Core deposits and core pro forma return on average assets and equity
Core deposits Reconciliation of non-GAAP financial measures (cont’d) Core pro forma return on average assets and equity $ $ $ $ $ $ $ $ $ $ $ $