FB FINANCIAL CORPORATION (NYSE:FBK) Files An 8-K Regulation FD DisclosureItem 7.01 Regulation FD Disclosure.
On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Act”). The Act makes many significant amendments to the Internal Revenue Code of 1986, as amended (the “Code”), including reducing the corporate tax rate from 35% to 21%. Generally accepted accounting principles require that companies record and reflect the impact of the Act in their financial statements for the quarter during which the Act becomes law, even if provisions of the Act become effective at a future date. Accordingly, FB Financial Corporation (the “Company”) will report the impact of the Act on its results of operations in its financial statements for the fourth quarter and year ended December 31, 2017.
Although the full impact of the Act upon the Company and its operations is not yet known, two notable benefits that the Company has identified as of the date of this Current Report on Form 8-K (this “Report”) are described below:
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Net Deferred Tax Liability: As previously reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 that was filed with the Securities and Exchange Commission on November 14, 2017, at September 30, 2017, the Company recorded a net deferred tax liability of approximately $14.4million (the “Net Deferred Tax Liability”). As a result of its Net Deferred Tax Liability position and based upon preliminary estimates, the Company currently expects that the revaluation will result in a one-time income tax benefit during the fourth quarter of 2017 of approximately $5.0 million to $7.5 million ($0.16 to $0.24 cents per diluted share). |
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Effective Tax Rate: As a result of the reduction in tax rates mandated by the Act, the Company currently expects that its effective tax rate for taxable years beginning on or after January 1, 2018 will be approximately 24.5% to 25.5%, which accounts for the newly enacted federal corporate tax rate of 21%, projected nontaxable income, the estimated benefit of deductions for equity-based compensation and the Company’s historic effective state and local income tax rates. |
On January 9, 2018, the Company issued a press release disclosing the information described above regarding the Net Deferred Tax Liability position. Additionally, the Company announced that it will issue its results of operations for the fourth quarter and year ended December 31, 2017, after the market closes on January 22, 2018, and hold a conference call to discuss the results of operations on January 23, 2018. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is furnished according to this Item 7.01.
The information disclosed in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any filings made by the Company to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this Report are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include statements relating to the anticipated financial impact of the Act on the Company’s assets, business, cash flow, condition (financial or otherwise), liabilities, liquidity, prospects, results of operations and taxes, the performance of the banking and mortgage industry and the condition of the economy in general. These forward-looking statements, which are based upon certain assumptions and estimates and describe the Company’s future plans, results, strategies, expectations and projections, can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection” and other variations of such words and phrases and similar expressions.
These forward-looking statements are not historical facts and are based upon the Company’s current expectations, estimates, assumptions and projections about its business, its industry and the economy in general. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates, assumptions and projections will be achieved. Accordingly, the Company cautions readers of this Report that any such forward-looking statements are not guarantees of future performance or outcomes and are subject to various risks, assumptions and uncertainties. Although the Company believes that the expectations, estimates, assumptions and projections reflected in these forward-looking statements are reasonable as of the date of this Report, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important risks and other factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, those risks and other factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 under the captions “Cautionary note regarding forward-looking statements” and “Risk Factors.” Many of these factors are beyond the Company’s ability to control or predict.
Because of these risks and other uncertainties, the Company’s actual results, performance or achievement, or industry results, may be materially different from the anticipated or estimated results discussed in the forward-looking statements in this Report. The Company’s past results of operations are not necessarily indicative of its future results. Readers of this Report should not unduly rely on any forward-looking statements, which represent the Company’s beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. The Company undertakes no obligation to update these forward-looking statements as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company.
The Company qualifies all of its forward-looking statements by these cautionary statements.
FB Financial Corp ExhibitEX-99.1 2 a51740008ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 FB Financial Corporation Announces Expected Effect of Reduction in Federal Corporate Tax Rate and Fourth Quarter Earnings Release Dates Reduction in Net Deferred Tax Liability Expected to Benefit Fourth Quarter Net Income by $5.0 – $7.5 Million 2018 Effective Tax Rate Estimated at 24.5% – 25.5% Announces 2017 Fourth Quarter and Year End Earnings Call on January 23,…To view the full exhibit click here
About FB FINANCIAL CORPORATION (NYSE:FBK)
FB Financial Corporation is the holding company for FirstBank (the Bank). The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Bank provides a suite of commercial and consumer banking services to clients in select markets in Tennessee, North Alabama and North Georgia. The Company operates approximately 40 full-service bank branches serving the Tennessee metropolitan markets of Nashville, Chattanooga, Knoxville, Memphis, Jackson and Huntsville (AL), in addition to over 10 community markets. The Company’s segments include Banking and Mortgage. The Banking segment provides a range of deposit and lending products and services to corporate, commercial and consumer customers. The Company offers full-service conforming residential mortgage products, including conforming residential loans and services through the Mortgage segment utilizing mortgage offices outside of the geographic footprint of the Banking operations.