Exhibit 99.4
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements are based on the separate historical financial statements of FB Financial Corporation (“FB Financial”) and Southern States Bancshares, Inc. (“Southern States”) after giving effect to the merger of Southern States with and into FB Financial, with FB Financial continuing as the surviving corporation, and the merger of Southern States Bank, the subsidiary of Southern States, with and into FirstBank, the subsidiary of FB Financial, with FirstBank continuing as the surviving bank (such transactions, collectively, the “Merger”). Upon the completion of the Merger, each share of common stock, par value $5.00 per share, of Southern States (“Southern States common stock”) that was issued and outstanding immediately prior to the completion of the Merger, was converted into the right to receive 0.80 share, or the exchange ratio, of common stock par value $1.00 per share, of FB Financial (“FB Financial common stock”), with cash paid in lieu of fractional shares (the “Merger Consideration”). The unaudited pro forma condensed combined balance sheet as of March 31, 2025 is presented as if the Merger occurred on March 31, 2025. The unaudited pro forma condensed combined income statements for the year ended December 31, 2024 and the three months ended March 31, 2025 are presented as if the Merger occurred on January 1, 2024. In connection with the plan to integrate the operations of FB Financial and Southern States, FB Financial has incurred, and is expected in the future to incur, nonrecurring merger and conversion expenses, such as costs associated with systems implementation, severance, and other costs related to exit or disposal activities.
The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting for business combinations under generally accepted accounting principles in the United States (“GAAP”) with FB Financial as the acquiror for accounting purposes. FB Financial has not had sufficient time to completely evaluate the significant identifiable long-lived tangible and identifiable intangible assets of Southern States. Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information.
A final determination of the Merger Consideration and fair values of Southern States’s assets and liabilities will be based on the actual net tangible and intangible assets of Southern States that existed as of the closing date of the Merger, which was July 1, 2025. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and other identifiable intangibles, such as the core deposit intangible, could change significantly from those allocations used in the unaudited pro forma condensed combined financial statements presented herein and could result in a material change in amortization of acquired intangible assets.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only. The unaudited pro forma condensed combined financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the Merger been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates.
The unaudited pro forma condensed combined financial statements should be read together with:
· | the accompanying notes to the unaudited pro forma condensed combined financial statements; | |
· | FB Financial’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024, included in FB Financial’s Annual Report on Form 10- K for the year ended December 31, 2024; |
· | Southern States’ separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024, included in Southern States’ Annual Report on Form 10-K for the year ended December 31, 2024; | |
· | FB Financial’s separate unaudited historical consolidated financial statements and accompanying notes as of and for fiscal quarter ended on March 31, 2025, included in FB Financial’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025; | |
· | Southern States’ separate unaudited historical consolidated financial statements and accompanying notes as of and for fiscal quarter ended on March 31, 2025, included in Southern States’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025; | |
· | other information pertaining to FB Financial and Southern States contained in previous filings with the Securities and Exchange Commission. |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
AS OF MARCH 31, 2025
(dollars in thousands) | FB Financial (as reported) | Southern States (as reported) | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||
Assets | |||||||||||||||||||
Cash and cash equivalents | $ | 794,706 | $ | 229,375 | $ | (38,316 | ) | (1) | $ | 985,765 | |||||||||
Investment Securities | 1,612,954 | 225,706 | (3,200 | ) | (2) | 1,835,460 | |||||||||||||
Loans held-for-sale | 172,770 | 1,236 | - | 174,006 | |||||||||||||||
Loans | 9,771,536 | 2,260,036 | (43,094 | ) | (3) | 11,988,478 | |||||||||||||
Allowance for credit losses | (150,531 | ) | (28,876 | ) | (7,524 | ) | (4) | (186,931 | ) | ||||||||||
Net Loans | 9,621,005 | 2,231,160 | (50,618 | ) | 11,801,547 | ||||||||||||||
Premises and equipment, net | 146,272 | 31,728 | - | 178,000 | |||||||||||||||
Mortgage servicing rights | 156,379 | - | - | 156,379 | |||||||||||||||
Goodwill | 242,561 | 33,176 | 78,656 | (5) | 354,393 | ||||||||||||||
Other intangible assets | 5,106 | 8,539 | 25,661 | (6) | 39,306 | ||||||||||||||
Other assets | 384,696 | 90,225 | 14,783 | (7) | 489,704 | ||||||||||||||
Total assets | $ | 13,136,449 | $ | 2,851,145 | $ | 26,966 | $ | 16,014,560 | |||||||||||
Liabilities and stockholders' equity | |||||||||||||||||||
Total Deposits | $ | 11,201,998 | $ | 2,425,631 | $ | 277 | (8) | $ | 13,627,906 | ||||||||||
Borrowings | 168,944 | 111,382 | (9,578 | ) | (9) | 270,748 | |||||||||||||
Other Liabilities | 163,452 | 23,948 | - | 187,400 | |||||||||||||||
Total liabilities | $ | 11,534,394 | $ | 2,560,961 | $ | (9,301 | ) | $ | 14,086,054 | ||||||||||
Stockholders' Equity | - | ||||||||||||||||||
Common Stock | $ | 46,515 | $ | 49,986 | $ | (41,862 | ) | (10) | $ | 54,639 | |||||||||
Additional paid-in capital | 854,715 | 104,171 | 255,744 | (11) | 1,214,630 | ||||||||||||||
Retained Earnings | 792,685 | 143,530 | (185,118 | ) | (12) | 751,097 | |||||||||||||
Accumulated other comprehensive income/(loss), net | (91,953 | ) | (7,503 | ) | 7,503 | (13) | (91,953 | ) | |||||||||||
Noncontrolling Interest | 93 | - | - | 93 | |||||||||||||||
Total stockholders' equity | 1,602,055 | 290,184 | 36,267 | 1,928,506 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 13,136,449 | $ | 2,851,145 | $ | 26,966 | $ | 16,014,560 |
Notes to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2025 (dollars in thousands): | ||||
(1) Adjustments to cash and cash equivalents: | ||||
To reflect estimated transaction costs | $ | (38,000 | ) | |
To reflect cash consideration to holders of options on the Southern States’ common stock | (316 | ) | ||
$ | (38,316 | ) | ||
(2) Adjustments to securities: | ||||
To reflect the estimated fair value of Southern States’ held-to-maturity securities | $ | (3,200 | ) | |
$ | (3,200 | ) | ||
(3) Adjustments to loans: | ||||
To reflect the estimated fair value related to the interest rate component of Southern States’ loan portfolio | $ | (35,700 | ) | |
To reflect the estimated fair value related to the credit component of Southern States’ loan portfolio | (36,400 | ) | ||
To reflect the purchase credit deteriorated ("PCD") loan CECL gross-up | 18,200 | |||
To eliminate Southern States’ deferred loan fees & historical fair value adjustments on previously acquired loans | 10,806 | |||
$ | (43,094 | ) | ||
(4) Adjustments to allowance for credit losses ("ACL"): | ||||
To eliminate Southern States’ ACL at closing | $ | 28,876 | ||
To reflect the gross-up for estimated lifetime credit losses of purchase credit deteriorated ("PCD") loans | (18,200 | ) | ||
To reflect the provision for estimated lifetime credit losses for non-PCD loans to be recorded immediately following consummation of the Merger | (18,200 | ) | ||
$ | (7,524 | ) | ||
(5) Adjustment to goodwill: | ||||
To eliminate Southern States’ existing goodwill | $ | (33,176 | ) | |
To reflect goodwill for consideration paid in excess of the fair value of Southern States’ assets acquired and liabilities assumed | 111,832 | |||
$ | 78,656 | |||
(6) Adjustments to core deposit intangibles: | ||||
To eliminate Southern States’ previously acquired core deposit intangible | $ | (8,539 | ) | |
To record an estimate of core deposit intangible assets expected to be amortized over 10 years using the sum of the years digits method | 34,200 | |||
$ | 25,661 | |||
(7) Adjustments to other assets: | ||||
To reflect the tax impact from fair value adjustments and other purchase accounting adjustments, including transaction costs and provision for credit losses on non-PCD loans; tax impacts were calculated using a blended federal and state statutory rate of 26% | $ | 14,783 | ||
(8) Adjustments to time-deposits: | ||||
To eliminate Southern States’ historical fair value adjustments on previously acquired deposits | $ | (23 | ) | |
To reflect the estimated fair value adjustments on acquired certificates of deposits | 300 | |||
$ | 277 | |||
(9) Adjustments to long-term debt: | ||||
To eliminate Southern States’ historical fair value adjustments on previously acquired borrowings | $ | 222 | ||
To reflect the estimated fair value of Southern States’ FHLB advances, subordinated debt securities, and other borrowings | (9,800 | ) | ||
$ | (9,578 | ) | ||
(10) Adjustments to common stock: | ||||
To eliminate Southern States’ common stock | $ | (49,986 | ) | |
To record the issuance of FB Financial common stock to Southern States’ shareholders at aggregate par value | 8,124 | |||
$ | (41,862 | ) | ||
(11) Adjustments to additional paid-in capital: | ||||
To eliminate Southern States’ capital surplus | $ | (104,171 | ) | |
To reflect the issuance of FB Financial capital in excess of par value to Southern States’ shareholders | 359,915 | |||
$ | 255,744 | |||
(12) Adjustments to retained earnings: | ||||
To eliminate Southern States’ retained earnings | $ | (143,530 | ) | |
To reflect after-tax transaction costs | (28,120 | ) | ||
To reflect the after-tax provision for credit losses on non-PCD loans | (13,468 | ) | ||
$ | (185,118 | ) | ||
(13) Adjustment to accumulated other comprehensive loss: | ||||
To eliminate Southern States’ accumulated other comprehensive loss | $ | 7,503 |
PRELIMINARY PURCHASE PRICE ALLOCATION
The pro forma adjustments include the estimated purchase accounting entries to record the Merger. The excess of the purchase price over the fair value of net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma condensed combined financial information are based upon available information and certain assumptions considered reasonable, and may be revised as additional information becomes available.
The following table summarizes the preliminary purchase price allocation to the estimated fair value of assets and liabilities of Southern States (in thousands, except share count and per share data) based on the closing share price of FB Financial common stock of $45.30 on the New York Stock Exchange on June 30, 2025, the last trading day prior to the effective date of the Merger, to the acquired identifiable assets and liabilities assumed and the pro forma goodwill generated from the Merger:
Shares of Southern States’ outstanding at July 1, 2025 | 10,155,600 | ||||||
Exchange ratio | 0.80 | ||||||
Shares of FB Financial issued as merger consideration | 8,124,480 | ||||||
Per share price, based on the closing share price of FB Financial on June 30, 2025 | $45.30 | ||||||
Value of FB Financial shares issued | $368,039 | ||||||
Cash consideration for Southern States’ stock options outstanding | $316 | ||||||
Total value of consideration (transaction value) | $368,355 |
The following table sets forth a preliminary allocation of the estimated Merger Consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of Southern States using Southern States’ unaudited consolidated balance sheet as of March 31, 2025 (in thousands) based on the closing share price of FB Financial common stock of $45.30 on the New York Stock Exchange on June 30, 2025, the last trading day prior to the effective date of the Merger, to the acquired identifiable assets and liabilities assumed and the pro forma goodwill generated from the Merger:
Net Assets Acquired: | March 31, 2025 (as adjusted) | |||
Assets | ||||
Cash and cash equivalents | $ | 229,375 | ||
Investment Securities | 222,506 | |||
Loans held-for-sale | 1,236 | |||
Loans | 2,216,942 | |||
Allowance for credit losses | (18,200 | ) | ||
Net Loans | 2,198,742 | |||
Premises and equipment | 31,728 | |||
Other intangible assets | 34,200 | |||
Other assets | 90,396 | |||
Total Assets | $ | 2,808,183 | ||
Liabilities | ||||
Deposits | $ | 2,425,908 | ||
Borrowings | 101,804 | |||
Other liabilities | 23,948 | |||
Total Liabilities | $ | 2,551,660 | ||
Net assets acquired | 256,523 | |||
Preliminary pro forma goodwill | $ | 111,832 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS
OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(dollars in thousands, except share count and per share data) | FB Financial (as reported) | Southern States (as reported) | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||
Interest Income | |||||||||||||||||||
Interest and fees on loans | $ | 153,185 | $ | 38,202 | $ | 2,381 | (a) | $ | 193,768 | ||||||||||
Interest on securities and other | 26,521 | 4,962 | 667 | (b) | 32,150 | ||||||||||||||
Total Interest Income | 179,706 | 43,164 | 3,048 | 225,918 | |||||||||||||||
Interest Expense | |||||||||||||||||||
Deposits | 70,249 | 16,689 | (15 | ) | (c) | 86,923 | |||||||||||||
Borrowings | 1,816 | 1,596 | 318 | (d) | 3,730 | ||||||||||||||
Total Interest Expense | 72,065 | 18,285 | 303 | 90,653 | |||||||||||||||
Net Interest Income | 107,641 | 24,879 | 2,745 | 135,265 | |||||||||||||||
Provision for credit losses | 2,292 | 775 | - | 3,067 | |||||||||||||||
Net interest income after provision for credit losses | 105,349 | 24,104 | 2,745 | 132,198 | |||||||||||||||
Noninterest Income | 23,032 | 1,653 | (204 | ) | (e) | 24,481 | |||||||||||||
Noninterest Expense | 79,549 | 12,306 | 1,000 | (f) | 92,855 | ||||||||||||||
Income before income taxes | 48,832 | 13,451 | 1,541 | 63,824 | |||||||||||||||
Income tax expense | 9,471 | 3,100 | 401 | (g) | 12,972 | ||||||||||||||
Net income attributable to noncontrolling interest | - | - | - | - | |||||||||||||||
Net Income | $ | 39,361 | $ | 10,351 | $ | 1,140 | $ | 50,852 | |||||||||||
Earnings per common share: | |||||||||||||||||||
Basic | $ | 0.84 | $ | 1.04 | $ | 0.93 | |||||||||||||
Diluted | $ | 0.84 | $ | 1.03 | $ | 0.92 | |||||||||||||
Dividends per common share | $ | 0.19 | $ | 0.09 | $ | 0.18 | |||||||||||||
Weighted-average common shares outstanding | |||||||||||||||||||
Basic | 46,674,698 | 9,979,120 | (1,854,640 | ) | (h) | 54,799,178 | |||||||||||||
Diluted | 47,024,211 | 10,072,329 | (1,947,849 | ) | (i) | 55,148,691 |
Notes to Unaudited Pro Forma Condensed Combined Statements of Income for the Three Months Ended March 31, 2025 (dollars in thousands, except share count and per share data): | ||||
(a) Adjustments to interest and fees on loans: | ||||
To eliminate Southern States’ accretion of deferred fees & discount accretion on previously acquired loans | $ | (988 | ) | |
To reflect estimated accretion of the new discount on acquired loans | 3,369 | |||
$ | 2,381 | |||
(b) Adjustments to interest on securities and other: | ||||
To reflect estimated accretion of the new discount on acquired securities | $ | 667 | ||
$ | 667 | |||
(c) Adjustments to interest expense on deposits: | ||||
To eliminate Southern States’ historical amortization on previously acquired time deposits | $ | 23 | ||
To reflect estimated amortization on acquired time deposits | (38 | ) | ||
$ | (15 | ) | ||
(d) Adjustments to interest expense on borrowings: | ||||
To eliminate Southern States’ historical amortization on previously acquired borrowings | $ | (32 | ) | |
To reflect estimated amortization on acquired borrowings | 350 | |||
$ | 318 | |||
(e) Adjustments to noninterest income: | ||||
To reflect the estimated loss of pre-tax income resulting from the application of the Durbin amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 | $ | (204 | ) | |
(f) Adjustments to noninterest expense: | ||||
To eliminate amortization of Southern States’ core deposit intangible | $ | (399 | ) | |
To reflect amortization of the core deposit intangible created as a result of the acquisition | 1,399 | |||
$ | 1,000 | |||
(g) Adjustments to income taxes: | ||||
To reflect the income tax effects of pro forma adjustments at the estimated blended federal and state corporate tax rate of 26% | $ | 401 | ||
(h) Adjustments to basic weighted average common shares outstanding: | ||||
To eliminate weighted average shares of Southern States’ common stock outstanding | (9,979,120 | ) | ||
To record shares of FB Financial common stock issued in the merger | 8,124,480 | |||
(1,854,640 | ) | |||
(i) Adjustments to diluted weighted average common shares outstanding: | ||||
To eliminate weighted average shares of Southern States’ common stock outstanding | (10,072,329 | ) | ||
To record shares of FB Financial common stock issued in the merger | 8,124,480 | |||
(1,947,849 | ) |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS
OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
(dollars in thousands, except share count and per share data) | FB Financial (as reported) | Southern States (as reported) | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||
Interest Income | |||||||||||||||||||
Interest and fees on loans | $ | 626,402 | $ | 146,712 | $ | 10,071 | (a) | $ | 783,185 | ||||||||||
Interest on securities and other | 99,136 | 23,069 | 2,668 | (b) | 124,873 | ||||||||||||||
Total Interest Income | 725,538 | 169,781 | 12,739 | 908,058 | |||||||||||||||
Interest Expense | |||||||||||||||||||
Deposits | 296,345 | 70,630 | 17 | (c) | 366,992 | ||||||||||||||
Borrowings | 12,690 | 7,444 | 1,347 | (d) | 21,481 | ||||||||||||||
Total Interest Expense | 309,035 | 78,074 | 1,364 | 388,473 | |||||||||||||||
Net Interest Income | 416,503 | 91,707 | 11,375 | 519,585 | |||||||||||||||
Provision for credit losses | 12,004 | 4,957 | 18,200 | (e) | 35,161 | ||||||||||||||
Net interest income after provision for credit losses | 404,499 | 86,750 | (6,825 | ) | 484,424 | ||||||||||||||
Noninterest Income | 39,070 | 7,390 | (700 | ) | (f) | 45,760 | |||||||||||||
Noninterest Expense | 296,899 | 48,548 | 43,362 | (g) | 388,809 | ||||||||||||||
Income before income taxes | 146,670 | 45,592 | (50,887 | ) | 141,375 | ||||||||||||||
Income tax expense | 30,619 | 10,724 | (13,231 | ) | (h) | 28,112 | |||||||||||||
Net income attributable to noncontrolling interest | 16 | - | - | 16 | |||||||||||||||
Net Income | $ | 116,035 | $ | 34,868 | $ | (37,656 | ) | $ | 113,247 | ||||||||||
Earnings per common share: | |||||||||||||||||||
Basic | $ | 2.48 | $ | 3.72 | $ | 2.06 | |||||||||||||
Diluted | $ | 2.48 | $ | 3.67 | $ | 2.06 | |||||||||||||
Dividends per common share | $ | 0.68 | $ | 0.36 | $ | 0.64 | |||||||||||||
Weighted-average common shares outstanding | |||||||||||||||||||
Basic | 46,737,217 | 9,357,336 | (1,232,856 | ) | (i) | 54,861,697 | |||||||||||||
Diluted | 46,872,625 | 9,503,994 | (1,379,514 | ) | (j) | 54,997,105 |
Notes to Unaudited Pro Forma Condensed Combined Statements of Income for the Year Ended December 31, 2024 (dollars in thousands, except share count and per share data): | ||||
(a) Adjustments to interest and fees on loans: | ||||
To eliminate Southern States’ accretion of deferred fees & discount accretion on previously acquired loans | $ | (3,404 | ) | |
To reflect estimated accretion of the new discount on acquired loans | 13,475 | |||
$ | 10,071 | |||
(b) Adjustments to interest on securities and other: | ||||
To reflect estimated accretion of the new discount on acquired securities | $ | 2,668 | ||
$ | 2,668 | |||
(c) Adjustments to interest expense on deposits: | ||||
To eliminate Southern States’ historical amortization on previously acquired time deposits | $ | 167 | ||
To reflect estimated amortization on acquired time deposits | (150 | ) | ||
$ | 17 | |||
(d) Adjustments to interest expense on borrowings: | ||||
To eliminate Southern States’ historical amortization on previously acquired borrowings | $ | (53 | ) | |
To reflect estimated amortization on acquired borrowings | 1,400 | |||
$ | 1,347 | |||
(e) Adjustments to provision expense: | ||||
To reflect the provision for estimated lifetime credit losses for non-PCD loans to be recorded immediately following consummation of the Merger | $ | 18,200 | ||
(f) Adjustments to noninterest income: | ||||
To reflect the estimated loss of pre-tax income resulting from the application of the Durbin amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 | $ | (700 | ) | |
(g) Adjustments to noninterest expense: | ||||
To eliminate amortization of Southern States’ core deposit intangible | $ | (856 | ) | |
To reflect amortization of the core deposit intangible created as a result of the acquisition | 6,218 | |||
To reflect one-time transaction costs | 38,000 | |||
$ | 43,362 | |||
(h) Adjustments to income taxes: | ||||
To reflect the income tax effects of pro forma adjustments at the estimated blended federal and state corporate tax rate of 26% | $ | (13,231 | ) | |
(i) Adjustments to basic weighted average common shares outstanding: | ||||
To eliminate weighted average shares of Southern States’ common stock outstanding | (9,357,336 | ) | ||
To record shares of FB Financial common stock issued in the merger | 8,124,480 | |||
(1,232,856 | ) | |||
(j) Adjustments to diluted weighted average common shares outstanding: | ||||
To eliminate weighted average shares of Southern States’ common stock outstanding | (9,503,994 | ) | ||
To record shares of FB Financial common stock issued in the merger | 8,124,480 | |||
(1,379,514 | ) |