UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-37875

FB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)


Tennessee			62-1216058
( State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
211 Commerce Street, Suite 300 Nashville, Tennessee			37201
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (615) 564-1212

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, Par Value $1.00 Per Share

FBK

New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Small reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s Common Stock outstanding as of ~~April~~July 30, 2021 was ~~47,354,756.~~47,363,275.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
	Glossary Of Abbreviations And Acronyms	3
Item 1.	Consolidated Financial Statements	34
	Consolidated Balance Sheets as of ~~March 31,~~J une 30 , 2021 ~~(Unaudited~~)(Unaudited) and December 31, 2 ~~020~~2020	34
	Consolidated Statements of Income (Unaudited) for the three and six months ended ~~March 31, 2021~~June 30, 202 1 and 2020	45
	Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended ~~March 31, 2021~~June 30, 202 1 and 2020	56
	Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three and six months ended ~~March 31, 2021~~June 30, 202 1 and 2020	67
	Consolidated Statements of Cash Flows (Unaudited) for the ~~three~~six months ended ~~March 31, 2021~~June 30, 2 021 and 2020	79
	Notes to Consolidated Financial Statements (Unaudited)	810
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation	4854
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8598
Item 4.	Controls and Procedures	86100
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	88101
Item 1A.	Risk Factors	88101
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	88101
Item 6.	Exhibits	89102
SIGNATURES		90103

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

As used in this report, references to “we,” “our,” “us,” “FB Financial,” or “the Company” refer to FB Financial Corporation, a Tennessee corporation, and our wholly owned banking subsidiary, FirstBank, a Tennessee state-chartered bank, unless otherwise indicated or the context otherwise requires. References to “Bank” or “FirstBank” refer to FirstBank, our wholly owned banking subsidiary.

The acronyms and abbreviations identified below are used in the Notes to Consolidated Financial Statements (Unaudited) as well as in the Management’s Discussion and Analysis of Financial Condition and Results of Operations. You may find it helpful to refer to this page as you read this report.

ACL

Allowance For Credit Losses

GAAP

U.S. generally accepted accounting principles

AFS

Available-for-Sale

GNMA

Government National Mortgage Association

ALCO

Asset Liability Management Committee

IPO

Initial Public Offering

ASC

Accounting Standard Codification

IRC

Internal Revenue Code

ASU

Accounting Standard Update

MSR

Mortgage Servicing Rights

CAA

Consolidated Appropriations Act

JOBS Act

Jumpstart Our Business Startups Act

CARES

Coronavirus Aid, Relief, and Economic Security Act

LIBOR

London Interbank Offered Rate

CECL

Current Expected Credit Losses

LTIP

Long-Term Incentive Plan

CEO

Chief Executive Officer

MSA

Metropolitan Statistical Areas

CET1

Common Equity Tier 1

MSR

Mortgage Servicing Rights

CMA

Cash Management Advances

NIM

Net Interest Margin

CPR

Conditional Prepayment Rate

OCC

Office of the Comptroller of the Currency

CRE

Commercial Real Estate

OREO

Other Real Estate Owned

EPS

Earnings per Share

PCD

Purchased Credit Deteriorated

ESPP

Employee Stock Purchase Plan

PPP

Paycheck Protection Program

EVE

Economic Value of Equity

PSU

Performance-based Restricted Stock Units

FASB

Financial Accounting Standards Board

REIT

Real Estate Investment Trust

FBIN

FirstBank Investments of Nevada, Inc.

ROAA

Return on Average Total Assets

FBIT

FirstBank Investments of Tennessee, Inc.

ROAE

Return on Average Shareholders' Equity

FBPC

FirstBank Preferred Capital, Inc.

ROATCE

Return on Average Tangible Common Equity

FBRM

FirstBank Risk Management

ROU

Right-of-use

FDIC

Federal Deposit Insurance Corporation

RSU

Restricted Stock Units

FHLB

Federal Home Loan Bank

SBA

Small Business Administration

FHLMC

Federal Home Loan Mortgage Corporation

SEC

U.S. Securities and Exchange Commission

FNB

Farmers National

TDFI

Tennessee Department of Financial Institutions

FNMA

Federal National Mortgage Association

TDR

Troubled Debt Restructuring

FTE

Full Time Equivalent

PART I - FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS

FB Financial Corporation and subsidiaries

Consolidated balance sheets

(Amounts are in thousands except share and per share amounts)


		March 31,		December 31,			June 30,		December 31,
		2021 (Unaudited)		2020			2021 (Unaudited)		2020
ASSETS	ASSETS					ASSETS
Cash and due from banks	Cash and due from banks	$	206,250	$	110,991	Cash and due from banks	$	60,908	$	110,991
Federal funds sold		104,153		121,153
Federal funds sold and reverse repurchase agreements						Federal funds sold and reverse repurchase agreements	59,321		121,153
Interest-bearing deposits in financial institutions	Interest-bearing deposits in financial institutions	1,584,730		1,085,754		Interest-bearing deposits in financial institutions	1,596,868		1,085,754
Cash and cash equivalents	Cash and cash equivalents	1,895,133		1,317,898		Cash and cash equivalents	1,717,097		1,317,898
Investments:	Investments:					Investments:
Available-for-sale debt securities, at fair value	Available-for-sale debt securities, at fair value	1,225,178		1,172,400		Available-for-sale debt securities, at fair value	1,404,372		1,172,400
Equity securities, at fair value	Equity securities, at fair value	4,667		4,591		Equity securities, at fair value	4,803		4,591
Federal Home Loan Bank stock, at cost	Federal Home Loan Bank stock, at cost	31,757		31,232		Federal Home Loan Bank stock, at cost	29,411		31,232
Loans held for sale, at fair value	Loans held for sale, at fair value	1,009,762		899,173		Loans held for sale, at fair value	821,529		899,173
Loans	Loans	7,047,342		7,082,959		Loans	7,198,954		7,082,959
Less: allowance for credit losses	Less: allowance for credit losses	157,954		170,389		Less: allowance for credit losses	144,663		170,389
Net loans	Net loans	6,889,388		6,912,570		Net loans	7,054,291		6,912,570
Premises and equipment, net	Premises and equipment, net	143,467		145,115		Premises and equipment, net	142,596		145,115
Other real estate owned, net	Other real estate owned, net	11,177		12,111		Other real estate owned, net	11,986		12,111
Operating lease right-of-use assets	Operating lease right-of-use assets	48,453		49,537		Operating lease right-of-use assets	45,423		49,537
Interest receivable	Interest receivable	44,393		43,603		Interest receivable	42,083		43,603
Mortgage servicing rights, at fair value	Mortgage servicing rights, at fair value	104,192		79,997		Mortgage servicing rights, at fair value	101,615		79,997
Goodwill	Goodwill	242,561		242,561		Goodwill	242,561		242,561
Core deposit and other intangibles, net	Core deposit and other intangibles, net	20,986		22,426		Core deposit and other intangibles, net	19,592		22,426
Other assets	Other assets	264,712		274,116		Other assets	281,008		274,116
Total assets	Total assets	$	11,935,826	$	11,207,330	Total assets	$	11,918,367	$	11,207,330
LIABILITIES	LIABILITIES					LIABILITIES
Deposits	Deposits					Deposits
Noninterest-bearing	Noninterest-bearing	$	2,431,077	$	2,274,103	Noninterest-bearing	$	2,484,982	$	2,274,103
Interest-bearing checking	Interest-bearing checking	3,097,648		2,491,765		Interest-bearing checking	3,015,253		2,491,765
Money market and savings	Money market and savings	3,347,731		3,254,915		Money market and savings	3,421,281		3,254,915
Customer time deposits	Customer time deposits	1,342,717		1,375,695		Customer time deposits	1,241,540		1,375,695
Brokered and internet time deposits	Brokered and internet time deposits	37,713		61,559		Brokered and internet time deposits	40,900		61,559
Total deposits	Total deposits	10,256,886		9,458,037		Total deposits	10,203,956		9,458,037
Borrowings	Borrowings	180,179		238,324		Borrowings	183,962		238,324
Operating lease liabilities	Operating lease liabilities	54,232		55,187		Operating lease liabilities	50,396		55,187
Accrued expenses and other liabilities	Accrued expenses and other liabilities	115,333		164,400		Accrued expenses and other liabilities	108,239		164,400
Total liabilities	Total liabilities	10,606,630		9,915,948		Total liabilities	10,546,553		9,915,948
Commitments and contingencies (Note 9)	Commitments and contingencies (Note 9)	0		0		Commitments and contingencies (Note 9)	0		0
SHAREHOLDERS' EQUITY	SHAREHOLDERS' EQUITY					SHAREHOLDERS' EQUITY
Common stock, $1 par value per share; 75,000,000 shares authorized; 47,331,680 and 47,220,743 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		47,332		47,222
Common stock, $1 par value per share; 75,000,000 shares authorized; 47,360,950 and 47,220,743 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively						Common stock, $1 par value per share; 75,000,000 shares authorized; 47,360,950 and 47,220,743 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	47,361		47,222
Additional paid-in capital	Additional paid-in capital	900,521		898,847		Additional paid-in capital	902,782		898,847
Retained earnings	Retained earnings	365,192		317,625		Retained earnings	403,173		317,625
Accumulated other comprehensive income, net	Accumulated other comprehensive income, net	16,058		27,595		Accumulated other comprehensive income, net	18,405		27,595
Total FB Financial Corporation shareholders' equity		1,329,103		1,291,289
Total FB Financial Corporation common shareholders' equity						Total FB Financial Corporation common shareholders' equity	1,371,721		1,291,289
Noncontrolling interest	Noncontrolling interest	93		93		Noncontrolling interest	93		93
Total equity	Total equity	1,329,196		1,291,382		Total equity	1,371,814		1,291,382
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	11,935,826	$	11,207,330	Total liabilities and shareholders' equity	$	11,918,367	$	11,207,330

See the accompanying notes to the consolidated financial statements.

FB Financial Corporation and subsidiaries

Consolidated statements of income

(Unaudited)

(Amounts are in thousands except share and per share amounts)


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020				2021		2020		2021		2020
Interest income:	Interest income:							Interest income:
Interest and fees on loans	Interest and fees on loans		$	89,412	$	63,754		Interest and fees on loans	$	89,861	$	61,092	$	179,273	$	124,846
Interest on securities	Interest on securities							Interest on securities
Taxable	Taxable		2,819		3,056			Taxable	3,844		2,619		6,663		5,675
Tax-exempt	Tax-exempt		1,956		1,433			Tax-exempt	1,933		1,590		3,889		3,023
Other	Other		598		1,431			Other	691		306		1,289		1,737
Total interest income	Total interest income		94,785		69,674			Total interest income	96,329		65,607		191,114		135,281

Interest expense:	Interest expense:							Interest expense:
Deposits	Deposits		9,826		12,168			Deposits	7,919		9,309		17,745		21,477
Borrowings	Borrowings		2,383		1,257			Borrowings	1,847		961		4,230		2,218
Total interest expense	Total interest expense		12,209		13,425			Total interest expense	9,766		10,270		21,975		23,695
Net interest income	Net interest income		82,576		56,249			Net interest income	86,563		55,337		169,139		111,586
Provision for credit losses	Provision for credit losses		(11,632)		27,964			Provision for credit losses	(12,885)		24,039		(24,517)		52,003
Provision for credit losses on unfunded commitments	Provision for credit losses on unfunded commitments		(2,222)		1,601			Provision for credit losses on unfunded commitments	(954)		1,882		(3,176)		3,483
Net interest income after provisions for credit losses	Net interest income after provisions for credit losses		96,430		26,684			Net interest income after provisions for credit losses	100,402		29,416		196,832		56,100

Noninterest income:	Noninterest income:							Noninterest income:
Mortgage banking income	Mortgage banking income		55,332		32,745			Mortgage banking income	35,499		72,168		90,831		104,913
Service charges on deposit accounts	Service charges on deposit accounts		2,339		2,563			Service charges on deposit accounts	2,266		1,858		4,605		4,421
ATM and interchange fees	ATM and interchange fees		4,341		3,134			ATM and interchange fees	5,381		3,606		9,722		6,740
Investment services and trust income	Investment services and trust income		2,008		1,697			Investment services and trust income	2,999		1,368		5,007		3,065
Gain from securities, net			83		63
Gain on sales or write-downs of other real estate owned			496		51
Gain (loss) from securities, net								Gain (loss) from securities, net	144		(28)		227		35
(Loss) gain on sales or write-downs of other real estate owned								(Loss) gain on sales or write-downs of other real estate owned	(23)		86		473		137
Loss from other assets	Loss from other assets		(11)		(328)			Loss from other assets	(4)		(54)		(15)		(382)
Other income	Other income		2,142		2,775			Other income	3,038		2,487		5,180		5,262
Total noninterest income	Total noninterest income		66,730		42,700			Total noninterest income	49,300		81,491		116,030		124,191

Noninterest expenses:	Noninterest expenses:							Noninterest expenses:
Salaries, commissions and employee benefits	Salaries, commissions and employee benefits		64,571		43,622			Salaries, commissions and employee benefits	62,367		55,258		126,938		98,880
Occupancy and equipment expense	Occupancy and equipment expense		5,849		4,178			Occupancy and equipment expense	5,356		4,096		11,205		8,274
Legal and professional fees	Legal and professional fees		2,434		1,558			Legal and professional fees	2,090		1,952		4,524		3,510
Data processing	Data processing		2,319		2,453			Data processing	2,542		2,782		4,861		5,235
Merger costs	Merger costs		0		3,050			Merger costs	0		1,586		0		4,636
Amortization of core deposit and other intangibles	Amortization of core deposit and other intangibles		1,440		1,203			Amortization of core deposit and other intangibles	1,394		1,205		2,834		2,408

Advertising	Advertising		2,253		2,389			Advertising	3,559		2,591		5,812		4,980
Other expense	Other expense		15,832		10,106			Other expense	15,652		11,109		31,484		21,215
Total noninterest expense	Total noninterest expense		94,698		68,559			Total noninterest expense	92,960		80,579		187,658		149,138

Income before income taxes	Income before income taxes		68,462		825			Income before income taxes	56,742		30,328		125,204		31,153
Income tax expense	Income tax expense		15,588		80			Income tax expense	13,440		7,455		29,028		7,535
Net income applicable to FB Financial Corporation and noncontrolling interest	Net income applicable to FB Financial Corporation and noncontrolling interest		52,874		745			Net income applicable to FB Financial Corporation and noncontrolling interest	43,302		22,873		96,176		23,618
Net income applicable to noncontrolling interest	Net income applicable to noncontrolling interest		0		0			Net income applicable to noncontrolling interest	8		0		8		0
Net income applicable to FB Financial Corporation	Net income applicable to FB Financial Corporation		$	52,874	$	745		Net income applicable to FB Financial Corporation	$	43,294	$	22,873	$	96,168	$	23,618

Earnings per common share	Earnings per common share							Earnings per common share
Basic	Basic		$	1.12	$	0.02		Basic	$	0.91	$	0.71	$	2.03	$	0.75
Diluted	Diluted		1.10		0.02			Diluted	0.90		0.70		2.00		0.74

See the accompanying notes to the consolidated financial statements.

FB Financial Corporation and subsidiaries

Consolidated statements of comprehensive income

(Unaudited)

(Amounts are in thousands)

Three Months Ended March 31,
2021 2020
Net income $ 52,874 $ 745
Other comprehensive (loss) income, net of tax:
Net change in unrealized (loss) gain in available-for-sale
securities, net of taxes of $3,452 and $4,275
(11,848) 12,094
Reclassification adjustment for gain on sale of securities
included in net income, net of taxes of $2 and $0
(5) 0
Net change in unrealized gain (loss) in hedging activities, net of
taxes of $112 and $403
316 (1,145)
Reclassification adjustment for gain on hedging activities,
net of taxes of $0 and $52
0 (147)
Total other comprehensive (loss) income , net of tax (11,537) 10,802
Comprehensive income 41,337 11,547
Comprehensive income applicable to noncontrolling interests 0 0
Comprehensive income applicable to FB Financial Corporation $ 41,337 $ 11,547


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	43,302	$	22,873	$	96,176	$	23,618
Other comprehensive income (loss), net of tax:
Net change in unrealized gain in available-for-sale securities, net of tax expenses (benefits) of $798, $429, $(2,654) and $4,704	2,286		1,209		(9,562)		13,303
Reclassification adjustment for gain on sale of securities included in net income, net of tax expenses of $2, $0, $4 and $0	(6)		0		(11)		0
Net change in unrealized loss in hedging activities, net of tax expenses (benefits) of $23, $(40), $135 and $(443)	67		(112)		383		(1,257)
Reclassification adjustment for gain on hedging activities, net of tax expenses of $0, $52, $0 and $104	0		(148)		0		(295)
Total other comprehensive income (loss), net of tax	2,347		949		(9,190)		11,751
Comprehensive income	45,649		23,822		86,986		35,369
Comprehensive income applicable to noncontrolling interests	8		0		8		0
Comprehensive income applicable to FB Financial Corporation	$	45,641	$	23,822	$	86,978	$	35,369

See the accompanying notes to the consolidated financial statements.

FB Financial Corporation and subsidiaries

Consolidated statements of changes in shareholders’ equity

(Unaudited)

(Amounts are in thousands except per share amounts)

Common
stock Additional
paid-in
capital Retained
earnings Accumulated
other
comprehensive
income, net Total common
shareholders' equity Noncontrolling interests Total shareholders' equity
Balance at December 31, 2019 $ 31,034 $ 425,633 $ 293,524 $ 12,138 $ 762,329 $ 0 $ 762,329
Cumulative effect of change in accounting
principle
— — (25,018) — (25,018) — (25,018)
Balance at January 1, 2020 $ 31,034 $ 425,633 $ 268,506 $ 12,138 $ 737,311 $ 0 $ 737,311
Net income — — 745 — 745 — 745
Other comprehensive income, net of
taxes
— — — 10,802 10,802 — 10,802
Common stock issued in connection with
acquisition of FNB Financial Corp., net of registration costs (See Note 2)
955 33,892 — — 34,847 — 34,847
Stock based compensation expense 5 1,878 — — 1,883 — 1,883
Restricted stock units vested and
distributed, net of shares withheld
61 (899) — — (838) — (838)
Shares issued under employee stock
purchase program 12 434 — — 446 — 446
Dividends declared ($0.09 per share) — — (2,866) — (2,866) — (2,866)
Balance at March 31, 2020 $ 32,067 $ 460,938 $ 266,385 $ 22,940 $ 782,330 $ 0 $ 782,330
Balance at December 31, 2020 $ 47,222 $ 898,847 $ 317,625 $ 27,595 $ 1,291,289 $ 93 $ 1,291,382
Net income attributable to FB Financial
Corporation and noncontrolling interest
— — 52,874 — 52,874 — 52,874
Other comprehensive income, net of taxes — — — (11,537) (11,537) — (11,537)
Stock based compensation expense 3 2,663 — — 2,666 — 2,666
Restricted stock units vested and
distributed, net of shares withheld
85 (1,800) — — (1,715) — (1,715)
Shares issued under employee stock
purchase program
22 811 — — 833 — 833
Dividends declared ($0.11 per share) — — (5,307) — (5,307) — (5,307)
Noncontrolling interest distribution — — — — — — 0
Balance at March 31, 2021 $ 47,332 $ 900,521 $ 365,192 $ 16,058 $ 1,329,103 $ 93 $ 1,329,196


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income, net		Total common shareholders' equity		Noncontrolling interests		Total shareholders' equity
Balance at March 31, 2021	$	47,332	$	900,521	$	365,192	$	16,058	$	1,329,103	$	93	$	1,329,196

Net income attributable to FB Financial Corporation and noncontrolling interest	—		—		43,294		—		43,294		8		43,302
Other comprehensive income, net of taxes	—		—		—		2,347		2,347		—		2,347


Stock based compensation expense	2		2,513		—		—		2,515		—		2,515
Restricted stock units vested and distributed, net of shares withheld	27		(252)		—		—		(225)		—		(225)
Shares issued under employee stock purchase program	—		—		—		—		—		—		0
Dividends declared ($0.11 per share)	—		—		(5,313)		—		(5,313)		—		(5,313)
Noncontrolling interest distribution	—		—		—		—		—		(8)		(8)
Balance at June 30, 2021	$	47,361	$	902,782	$	403,173	$	18,405	$	1,371,721	$	93	$	1,371,814


Balance at December 31, 2020	$	47,222	$	898,847	$	317,625	$	27,595	$	1,291,289	$	93	$	1,291,382


Net income attributable to FB Financial Corporation and noncontrolling interest	—		—		96,168		—		96,168		8		96,176
Other comprehensive income, net of taxes	—		—		—		(9,190)		(9,190)		—		(9,190)


Stock based compensation expense	5		5,176		—		—		5,181		—		5,181
Restricted stock units vested and distributed, net of shares withheld	112		(2,052)		—		—		(1,940)		—		(1,940)
Shares issued under employee stock purchase program	22		811		—		—		833		—		833
Dividends declared ($0.22 per share)	—		—		(10,620)		—		(10,620)		—		(10,620)
Noncontrolling interest distribution	—		—		—		—		—		(8)		(8)
Balance at June 30, 2021	$	47,361	$	902,782	$	403,173	$	18,405	$	1,371,721	$	93	$	1,371,814

FB Financial Corporation and subsidiaries

Consolidated statements of changes in shareholders’ equity

(Unaudited)

(Amounts are in thousands except per share amounts)


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income, net		Total common shareholders' equity		Noncontrolling interests		Total shareholders' equity
Balance at March 31, 2020	$	32,067	$	460,938	$	266,385	$	22,940	$	782,330	$	0	$	782,330

Net income	—		—		22,873		—		22,873		—		22,873
Other comprehensive loss, net of taxes	—		—		—		949		949		—		949
Stock based compensation expense	6		2,344		—		—		2,350		—		2,350
Restricted stock units vested and distributed, net of shares withheld	28		(352)		—		—		(324)		—		(324)



Dividends declared ($0.09 per share)	—		—		(2,962)		—		(2,962)		—		(2,962)
Balance at June 30, 2020	$	32,101	$	462,930	$	286,296	$	23,889	$	805,216	$	0	$	805,216

Balance at December 31, 2019	$	31,034	$	425,633	$	293,524	$	12,138	$	762,329	$	0	$	762,329
Cumulative effect of change in accounting principle	—		—		(25,018)		—		(25,018)		—		(25,018)
Balance at January 1, 2020	31,034		425,633		268,506		12,138		737,311		0		737,311
Net income	—		—		23,618		—		23,618		—		23,618
Other comprehensive income, net of taxes	—		—		—		11,751		11,751		—		11,751
Common stock issued in connection with acquisition of the FNB Financial Corp., net of registration costs (See Note 2)	955		33,892		—		—		34,847		—		34,847
Stock based compensation expense	11		4,222		—		—		4,233		—		4,233
Restricted stock units vested and distributed, net of shares withheld	89		(1,251)		—		—		(1,162)		—		(1,162)
Shares issued under employee stock purchase program	12		434		—		—		446		—		446
Dividends declared ($0.18 per share)	—		—		(5,828)		—		(5,828)		—		(5,828)
Balance at June 30, 2020	$	32,101	$	462,930	$	286,296	$	23,889	$	805,216	$	0	$	805,216

See the accompanying notes to the consolidated financial statements.

FB Financial Corporation and subsidiaries

Consolidated statements of cash flows

(Unaudited)

(Amounts are in thousands)


		Three Months Ended March 31,				Six Months Ended June 30,
		2021		2020				2021		2020
Cash flows from operating activities:	Cash flows from operating activities:						Cash flows from operating activities:
Net income	Net income	$	52,874	$	745		Net income	$	96,176	$	23,618
Adjustments to reconcile net income to net cash used in operating activities:	Adjustments to reconcile net income to net cash used in operating activities:						Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of fixed assets	Depreciation and amortization of fixed assets	2,056		1,612			Depreciation and amortization of fixed assets	4,148		3,231
Amortization of core deposit and other intangibles	Amortization of core deposit and other intangibles	1,440		1,203			Amortization of core deposit and other intangibles	2,834		2,408
Capitalization of mortgage servicing rights	Capitalization of mortgage servicing rights	(11,594)		(7,796)			Capitalization of mortgage servicing rights	(22,167)		(20,063)
Net change in fair value of mortgage servicing rights	Net change in fair value of mortgage servicing rights	(12,601)		20,736			Net change in fair value of mortgage servicing rights	549		35,076
Stock-based compensation expense	Stock-based compensation expense	2,666		1,883			Stock-based compensation expense	5,181		4,233
Provision for credit losses	Provision for credit losses	(11,632)		27,964			Provision for credit losses	(24,517)		52,003
Provision for credit losses on unfunded commitments	Provision for credit losses on unfunded commitments	(2,222)		1,601			Provision for credit losses on unfunded commitments	(3,176)		3,483
Provision for mortgage loan repurchases	Provision for mortgage loan repurchases	440		372			Provision for mortgage loan repurchases	(266)		1,227
Amortization (accretion) of premiums and discounts on acquired loans, net	Amortization (accretion) of premiums and discounts on acquired loans, net	58		(1,578)			Amortization (accretion) of premiums and discounts on acquired loans, net	284		(2,554)
Accretion of discounts and amortization of premiums on securities, net	Accretion of discounts and amortization of premiums on securities, net	2,150		906			Accretion of discounts and amortization of premiums on securities, net	4,390		2,077
Gain from securities, net	Gain from securities, net	(83)		(63)			Gain from securities, net	(227)		(35)
Originations of loans held for sale	Originations of loans held for sale	(1,757,932)		(1,097,672)			Originations of loans held for sale	(3,308,882)		(2,807,047)

Proceeds from sale of loans held for sale	Proceeds from sale of loans held for sale	1,648,695		1,070,137			Proceeds from sale of loans held for sale	3,355,152		2,739,933
Gain on sale and change in fair value of loans held for sale	Gain on sale and change in fair value of loans held for sale	(52,811)		(33,595)			Gain on sale and change in fair value of loans held for sale	(86,031)		(113,888)

Net gain or write-downs of other real estate owned	Net gain or write-downs of other real estate owned	(496)		(51)			Net gain or write-downs of other real estate owned	(473)		(137)
Loss on other assets	Loss on other assets	11		328			Loss on other assets	15		382

Provision for deferred income taxes	Provision for deferred income taxes	9,639		(8,088)			Provision for deferred income taxes	13,538		(16,380)
Changes in:	Changes in:						Changes in:

Other assets and interest receivable	Other assets and interest receivable	(225)		(118,909)			Other assets and interest receivable	(14,488)		(102,382)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(42,615)		38,567			Accrued expenses and other liabilities	(97,146)		47,077
Net cash used in operating activities	Net cash used in operating activities	(172,182)		(101,698)			Net cash used in operating activities	(75,106)		(147,738)
Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:
Activity in available-for-sale securities:	Activity in available-for-sale securities:						Activity in available-for-sale securities:

Maturities, prepayments and calls	Maturities, prepayments and calls	61,040		27,657			Maturities, prepayments and calls	147,906		72,360
Purchases	Purchases	(131,268)		(29,632)			Purchases	(354,762)		(59,984)
Net change in loans	Net change in loans	85,150		52,701			Net change in loans	(4,146)		(196,303)
Purchases of FHLB stock		(525)		0
Sales (purchases) of FHLB stock							Sales (purchases) of FHLB stock	1,821		(1,176)

Purchases of premises and equipment	Purchases of premises and equipment	(2,050)		(3,014)			Purchases of premises and equipment	(1,168)		(4,827)

Proceeds from the sale of other real estate owned	Proceeds from the sale of other real estate owned	2,495		1,442			Proceeds from the sale of other real estate owned	4,661		4,150

Net cash paid in business combinations (See Note 2)		0		(4,227)
Net cash provided by investing activities		14,842		44,927
Net cash paid in business combinations							Net cash paid in business combinations	0		(4,227)
Net cash used in investing activities							Net cash used in investing activities	(205,688)		(190,007)
Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Net increase in demand deposits	Net increase in demand deposits	855,673		272,566			Net increase in demand deposits	900,733		891,237
Net decrease in time deposits	Net decrease in time deposits	(56,824)		(40,107)			Net decrease in time deposits	(154,814)		(82,909)
Net (decrease) increase in securities sold under agreements to repurchase		(2,965)		4,955
Net increase in securities sold under agreements to repurchase							Net increase in securities sold under agreements to repurchase	857		5,795

Payment of subordinated debt, net of premium accretion		(40,000)		0
Payment of subordinated debt							Payment of subordinated debt	(40,000)		0

Accretion of subordinated debt fair value premium and amortization of issuance costs, net	Accretion of subordinated debt fair value premium and amortization of issuance costs, net	(158)		0			Accretion of subordinated debt fair value premium and amortization of issuance costs, net	(176)		0
(Payments on) proceeds from other borrowings	(Payments on) proceeds from other borrowings	(15,000)		15,000			(Payments on) proceeds from other borrowings	(15,000)		15,000
Share based compensation withholding payments	Share based compensation withholding payments	(1,715)		(838)			Share based compensation withholding payments	(1,940)		(1,162)
Net proceeds from sale of common stock under employee stock purchase program	Net proceeds from sale of common stock under employee stock purchase program	833		446			Net proceeds from sale of common stock under employee stock purchase program	833		446
Dividends paid	Dividends paid	(5,269)		(2,838)			Dividends paid	(10,492)		(5,751)

Noncontrolling interest distribution							Noncontrolling interest distribution	(8)		0
Net cash provided by financing activities	Net cash provided by financing activities	734,575		249,184			Net cash provided by financing activities	679,993		822,656
Net change in cash and cash equivalents	Net change in cash and cash equivalents	577,235		192,413			Net change in cash and cash equivalents	399,199		484,911
Cash and cash equivalents at beginning of the period	Cash and cash equivalents at beginning of the period	1,317,898		232,681			Cash and cash equivalents at beginning of the period	1,317,898		232,681
Cash and cash equivalents at end of the period	Cash and cash equivalents at end of the period	$	1,895,133	$	425,094		Cash and cash equivalents at end of the period	$	1,717,097	$	717,592
Supplemental cash flow information:	Supplemental cash flow information:						Supplemental cash flow information:
Interest paid	Interest paid	$	14,794	$	10,997		Interest paid	$	24,611	$	23,081
Taxes paid	Taxes paid	15,117		105			Taxes paid	45,335		1,590
Supplemental noncash disclosures:	Supplemental noncash disclosures:						Supplemental noncash disclosures:
Transfers from loans to other real estate owned	Transfers from loans to other real estate owned	$	1,395	$	365		Transfers from loans to other real estate owned	$	4,596	$	1,006

Transfers from premises and equipment to other real estate owned	Transfers from premises and equipment to other real estate owned	0		841			Transfers from premises and equipment to other real estate owned	0		841
Loans provided for sales of other real estate owned	Loans provided for sales of other real estate owned	330		0			Loans provided for sales of other real estate owned	533		0
Transfers from loans to loans held for sale	Transfers from loans to loans held for sale	2,521		3,101			Transfers from loans to loans held for sale	3,709		6,317
Transfers from loans held for sale to loans	Transfers from loans held for sale to loans	14,413		1,445			Transfers from loans held for sale to loans	29,322		14,358

Stock consideration paid in business combination	Stock consideration paid in business combination	0		35,041			Stock consideration paid in business combination	0		35,041

Trade date payable - securities	Trade date payable - securities	0		8,273			Trade date payable - securities	41,722		5,431

Dividends declared not paid on restricted stock units	Dividends declared not paid on restricted stock units	38		28			Dividends declared not paid on restricted stock units	128		77

Decrease to retained earnings for adoption of new accounting standard	Decrease to retained earnings for adoption of new accounting standard	0		25,018			Decrease to retained earnings for adoption of new accounting standard	0		25,018
Right-of-use assets obtained in exchange for operating lease liabilities	Right-of-use assets obtained in exchange for operating lease liabilities	157		480			Right-of-use assets obtained in exchange for operating lease liabilities	670		806

See the accompanying notes to the consolidated financial statements.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Note (1)—Basis of presentation:

Overview and presentation

FB Financial Corporation (the “Company”) is a financial holding company headquartered in Nashville, Tennessee. The Company operates through its wholly-owned subsidiary, FirstBank (the "Bank"). As of ~~March 31,~~June 30, 2021, the Bank had 81 full-service branches throughout Tennessee, ~~north~~ Alabama, southern Kentucky and north Georgia, and a national mortgage business with office locations across the Southeast, which primarily originates loans to be sold in the secondary market.

The unaudited consolidated financial statements, including the notes thereto, have been prepared in accordance with United States generally accepted accounting principles ~~(“GAAP”)~~ interim reporting requirements and general banking industry guidelines, and therefore, do not include all information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K.

The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported results of operations for the periods then ended. Actual results could differ significantly from those estimates.

Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or shareholders’ equity.

As of ~~March 31,~~June 30, 2021, the Company continues to qualify as an emerging growth company as defined by the "Jumpstart Our Business Startups ~~Act" ("JOBS Act"),~~Act," however beginning ~~as of~~on December 31, 2021, the Company will cease to qualify.

Risks and uncertainties

The COVID-19 health pandemic that arose in 2020 created a crisis resulting in volatility in financial markets, sudden, unprecedented job losses, and disruption in consumer and commercial behavior, resulting in governments in the United States and globally to intervene with varying levels of direct monetary support and fiscal stimulus packages. All industries, municipalities and consumers have been impacted by the health crisis to some degree, including the markets that we serve. In attempts to “flatten the ~~curve”,~~curve,” businesses not deemed essential were closed or constrained to capacity limitations, individuals were asked to restrict their movements, observe social distancing and shelter in place. These actions resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses, leading to a loss of revenues and a rapid increase in unemployment, widening of credit spreads, dislocation of bond markets, disruption of global supply chains and changes in consumer spending behavior. Although ~~certain~~most restrictions were lifted and vaccines became widely available ~~to many in~~during the first ~~quarter~~half of 2021, during the three months ended June 30, 2021, concern began building regarding the potential impact the new Delta variant of the virus may have on the global economy and the efficacy of available vaccines to protect against widespread infection. As such, there continues to be uncertainty regarding the long term effects on the global economy, which could have a material adverse impact on the Company's business operations, asset valuations, financial condition, and results of operations.

Earnings per share

Basic ~~earnings per common share ("EPS")~~EPS excludes dilution and is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares issuable under the restricted stock units granted but not yet vested and distributable. Diluted EPS is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period, plus an incremental number of common-equivalent shares computed using the treasury stock method.

Unvested share-based payment awards, which include the right to receive non-forfeitable dividends or dividend equivalents, are considered to participate with common shareholders in undistributed earnings for purposes of computing EPS. Companies that have such participating securities are required to calculate basic and diluted EPS using the two-class method. Certain restricted stock awards granted by the Company include non-forfeitable dividend equivalents and ~~are considered participating securities. Calculations of EPS under the two-class method (i) exclude from the numerator~~

810

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

are considered participating securities. Calculations of EPS under the two-class method (i) exclude from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities and (ii) exclude from the denominator the dilutive impact of the participating securities.

The following is a summary of the basic and diluted earnings per common share calculation for each of the periods presented:


		Three Months Ended March 31,						Three Months Ended June 30,	Six Months Ended June 30,
			2021		2020				2021		2020		2021		2020
Basic earnings per common share calculation:	Basic earnings per common share calculation:						Basic earnings per common share calculation:
Net income applicable to FB Financial Corporation	Net income applicable to FB Financial Corporation		$	52,874	$	745	Net income applicable to FB Financial Corporation		$	43,294	$	22,873	$	96,168	$	23,618
Dividends paid on and undistributed earnings allocated to participating securities	Dividends paid on and undistributed earnings allocated to participating securities		0		0		Dividends paid on and undistributed earnings allocated to participating securities		0		0		0		0
Earnings available to common shareholders	Earnings available to common shareholders		$	52,874	$	745	Earnings available to common shareholders		$	43,294	$	22,873	$	96,168	$	23,618
Weighted average basic shares outstanding	Weighted average basic shares outstanding		47,278,865		31,257,739		Weighted average basic shares outstanding		47,351,969		32,094,274		47,312,312		$	31,676,004
Basic earnings per common share	Basic earnings per common share		$	1.12	$	0.02	Basic earnings per common share		$	0.91	$	0.71	$	2.03	$	0.75
Diluted earnings per common share:	Diluted earnings per common share:						Diluted earnings per common share:
Earnings available to common shareholders	Earnings available to common shareholders		$	52,874	$	745	Earnings available to common shareholders		$	43,294	$	22,873	$	96,168	$	23,618
Weighted average basic shares outstanding	Weighted average basic shares outstanding		47,278,865		31,257,739		Weighted average basic shares outstanding		47,351,969		32,094,274		47,312,312		31,676,004
Weighted average diluted shares contingently issuable(1)	Weighted average diluted shares contingently issuable(1)		690,241		476,373		Weighted average diluted shares contingently issuable(1)		641,804		412,143		664,221		433,190
Weighted average diluted shares outstanding	Weighted average diluted shares outstanding		47,969,106		31,734,112		Weighted average diluted shares outstanding		47,993,773		32,506,417		47,976,533		32,109,194
Diluted earnings per common share	Diluted earnings per common share		$	1.10	$	0.02	Diluted earnings per common share		$	0.90	$	0.70	$	2.00	$	0.74

(1)Excludes ~~87,452~~164,472 and ~~153,545~~250,776 restricted stock units outstanding considered to be antidilutive for the three and six months ended ~~March 31,~~June 30, 2021, respectively and ~~2020, respectively.~~352,888 for three and six months ended June 30, 2020.

Recently adopted accounting policies:

The Company did not modify or adopt any new accounting policies during the three and six months ended ~~March 31,~~June 30, 2021 that were not disclosed in the Company's 2020 audited consolidated financial statements included on ~~the~~ Form 10-K, other than as described below.

~~During~~As previously disclosed, during the three months ~~ended~~ March 31, 2021, the Company reevaluated its business segments to align all retail mortgage activities with the Mortgage segment. Previously, the Company assigned retail mortgage activities within the Banking geographical footprint to the Banking segment. See Note 12, "Segment reporting" for additional information on this change.

Recently adopted accounting standards:

Except as set forth below, the Company did not adopt any new accounting standards that were not disclosed in the Company's 2020 audited consolidated financial statements included on Form 10-K.

In January 2021, Financial Accounting Standards Board ~~("FASB")~~ issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope". This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. The Company early adopted ASU 2021-01 upon issuance effective January 7, 2021. No contract modifications have been made under the new guidance, therefore the adoption of this update did not impact the Company's financial statements or disclosures.

Newly issued not yet effective accounting standards:

The Company has reviewed newly issued not yet effective accounting standards and concluded as of ~~March 31,~~June 30, 2021, there are none that are likely to impact the Company's financial statements or disclosures.

911

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Note (2)—Mergers and acquisitions:

The following mergers and acquisitions were accounted for pursuant to Accounting Standards Codification ~~("ASC")~~ 805, "Business Combinations" ~~("ASC 805")~~. Accordingly, the purchase price of each acquisition was allocated to the acquired assets and liabilities assumed based on estimated fair values as of the respective acquisition dates. The excess of the purchase price over the net assets acquired was recorded as goodwill.

Franklin Financial Network, Inc. merger

Effective August 15, 2020, the Company completed its previously announced merger with Franklin Financial Network, Inc. and its wholly owned subsidiaries, with FB Financial Corporation continuing as the surviving entity. After consolidating duplicative locations the merger added 10 branches and expanded the Company's footprint in middle Tennessee and the Nashville metropolitan statistical area. Under the terms of the agreement, the Company acquired total assets of $3.63 billion, loans of $2.79 billion and assumed total deposits of $3.12 billion. Total loans acquired includes a non-strategic institutional portfolio with a fair value of $326,206 the Company classified as held for sale. Franklin common shareholders received 15,058,181 shares of the Company's common stock, net of the equivalent value of 44,311 shares withheld on certain Franklin employee equity awards that vested upon change in control, as consideration in connection with the merger, in addition to $31,330 in cash consideration. Also included in the purchase price, the Company issued replacement restricted stock units for awards initially granted by Franklin during 2020 that did not vest upon change in control, with a total fair value of $674 attributed to pre-combination service. Based on the closing price of the Company's common stock on the New York Stock Exchange of $29.52 on August 15, 2020, the merger consideration represented approximately $477,830 in aggregate consideration.

Goodwill of $67,191 recorded in connection with the transaction resulted from the ongoing business contribution, reputation, operating model and expertise of Franklin. Measurement period adjustments recorded during the fourth quarter of 2020 amounting to $6,546 related to the finalization of valuations relating primarily to commercial loans held for sale, deposits and premises and equipment. 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 Franklin are in alignment with the Company's banking business.

1012

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following table presents an allocation of the consideration to net assets acquired:


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
Fair value of net assets acquired			410,639
Goodwill resulting from merger			$	67,191

(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.

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 4 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.

Goodwill of $6,319 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. Goodwill resulting from this transaction 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.

1113

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

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
Fair value of net assets acquired			43,723
Goodwill resulting from merger			$	6,319

Net assets acquired

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	$	284,004	$	10,774
Investments	373,462		50,594
Mortgage loans held for sale, at fair value	38,740		0
Commercial loans held for sale, at fair value	326,206		0
Loans held for investment, net of fair value adjustments	2,427,527		182,171
Allowance for credit losses on purchased credit deteriorated loans	(24,831)		(669)
Premises and equipment	45,471		8,049
Operating lease right-of-use assets	23,958		14
Mortgage servicing rights	5,111		0
Core deposit intangible	7,670		2,490
Other assets	124,571		4,795
Total assets	$	3,631,889	$	258,218
LIABILITIES
Deposits:
Noninterest-bearing	$	505,374	$	63,531
Interest-bearing checking	1,783,379		26,451
Money market and savings	342,093		37,002
Customer time deposits	383,433		82,551
Brokered and internet time deposits	107,452		0
Total deposits	3,121,731		209,535

Borrowings	62,435		3,192
Operating lease liabilities	24,330		14
Accrued expenses and other liabilities	12,661		1,754
Total liabilities assumed	3,221,157		214,495
Noncontrolling interests acquired	93		0
Net assets acquired	$	410,639	$	43,723

1214

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Purchased credit-deteriorated loans

Under the ~~current expected credit losses ("CECL")~~CECL methodology, 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 ~~Purchased Credit Deteriorated ("PCD")~~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 gross-up of the loans' amortized cost.

The Company determined that 27.9% of the Franklin loan portfolio had more-than-insignificant deterioration in credit quality since origination as of the acquisition date. This included deterioration in credit metrics, such as delinquency, nonaccrual status or risk ratings as well as certain loans within designated industries of concern that have been negatively impacted by COVID-19. ~~Additionally, it~~It was determined that 10.1% of the Farmers National loan portfolio had more-than-insignificant deterioration in credit quality since origination as of the February acquisition date. These were primarily delinquent loans ~~as of February 14, 2020,~~ or loans that Farmers National had classified as nonaccrual or troubled debt restructuring ~~(“TDR”)~~ prior to the Company's acquisition.


	As of August 15, 2020		As of February 14, 2020
	Franklin Financial Network, Inc.		FNB Financial Corp.
Purchased credit-deteriorated loans
Principal balance	$	693,999	$	18,964
Allowance for credit losses at acquisition	(24,831)		(669)
Net premium attributable to other factors	8,810		63
Loans purchased credit-deteriorated fair value	$	677,978	$	18,358

Loans recognized through acquisition 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 provisions for credit losses in the amounts of $52,822 and $2,885 as of August 15, 2020 and February 14, 2020, respectively, in the income statement related to estimated credit losses on non-PCD loans from Franklin and Farmers National, respectively. Additionally, the Company estimates expected credit losses on off-balance sheet loan commitments that are not accounted for as derivatives. The Company recorded an increase in provision for credit losses from unfunded commitments of $10,499 as of August 15, 2020 related to the Franklin acquisition.

Pro forma financial information (unaudited)

The results of operations of the acquisitions have been included in the Company's consolidated financial statements prospectively beginning on the date of each acquisition. The acquisitions have 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 ~~March 31,~~June 30, 2020, as though the Franklin and Farmers National acquisitions had been completed as of January 1, 2019. The unaudited estimated pro forma information combines the historical results of the mergers 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 period they were incurred. The pro forma information is not indicative of what would have occurred had the transactions taken place on January 1, 2019 and does not include the effect of cost-saving or revenue-enhancing strategies.

~~Three Months Ended March 31,~~


	Three Months Ended June 30,		Six Months Ended June 30,
	2020		2020
Net interest income	$	84,610	$	169,352
Total revenues	$	176,657	$	310,254
Net income applicable to FB Financial Corporation	$	32,623	$	32,149

~~2020~~

~~Net interest income~~

~~84,742~~

~~Total revenues~~

~~133,597~~

~~Net loss~~

~~(474)~~

1315

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Note (3)—Investment securities:

The following tables summarize the amortized cost, allowance for credit losses and fair value of the available-for-sale debt securities and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income at ~~March 31,~~June 30, 2021 and December 31, 2020:


		March 31, 2021											June 30, 2021
		Amortized cost		Gross unrealized gains		Gross unrealized losses		Allowance for credit losses for investments		Fair Value			Amortized cost		Gross unrealized gains		Gross unrealized losses		Allowance for credit losses for investments		Fair Value
Investment Securities	Investment Securities											Investment Securities
Available-for-sale debt securities	Available-for-sale debt securities											Available-for-sale debt securities

U.S. government agency securities												U.S. government agency securities	$	8,255	$	1	$	(1)	$	0	$	8,255
Mortgage-backed securities - residential	Mortgage-backed securities - residential	$	834,335	$	10,971	$	(6,598)	$	0	$	838,708	Mortgage-backed securities - residential	1,031,233		9,507		(5,737)		0		1,035,003
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	19,888		757		(10)		0		20,635		Mortgage-backed securities - commercial	14,715		446		0		0		15,161
Municipal securities	Municipal securities	334,730		14,515		(469)		0		348,776		Municipal securities	314,862		18,088		(67)		0		332,883
U.S. Treasury securities	U.S. Treasury securities	14,480		96		0		0		14,576		U.S. Treasury securities	10,486		48		0		0		10,534
Corporate securities	Corporate securities	2,500		0		(17)		0		2,483		Corporate securities	2,500		42		(6)		0		2,536
Total	Total	$	1,205,933	$	26,339	$	(7,094)	$	0	$	1,225,178	Total	$	1,382,051	$	28,132	$	(5,811)	$	0	$	1,404,372


	December 31, 2020
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Allowance for credit losses for investments		Fair Value
Investment Securities
Available-for-sale debt securities
U.S. government agency securities	$	2,000	$	3	$	0	$	0	$	2,003
Mortgage-backed securities - residential	760,099		14,040		(803)		0		773,336
Mortgage-backed securities - commercial	20,226		1,362		0		0		21,588
Municipal securities	336,543		19,806		(20)		0		356,329
U.S. Treasury securities	16,480		148		0		0		16,628
Corporate securities	2,500		17		(1)		0		2,516
Total	$	1,137,848	$	35,376	$	(824)	$	0	$	1,172,400

The components of amortized cost for debt securities on the consolidated balance sheets excludes accrued interest receivable since the Company elected to present accrued interest receivable separately on the consolidated balance sheets. As of ~~March 31,~~June 30, 2021 and December 31, 2020, total accrued interest receivable on debt securities was ~~$4,380~~$4,630 and $4,540, respectively.

As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company had ~~$4,667~~$4,803 and $4,591, ~~respectively,~~ in marketable equity securities recorded at fair value, respectively.

Securities pledged at ~~March 31,~~June 30, 2021 and December 31, 2020 had carrying amounts of ~~$869,390~~$998,047 and $804,821, respectively, and were pledged to secure a Federal Reserve Bank line of credit, public deposits and repurchase agreements.

There were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders' equity during any period presented.

At ~~March 31,~~June 30, 2021 and December 31, 2020, there were 0 trade date receivables that related to sales settled after period end. At June 30, 2021 and December 31, 2020, there were $41,722 and $0 respectively, in trade date payables that related to purchases settled after period end.

1416

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The amortized cost and fair value of debt securities by contractual maturity at ~~March 31,~~June 30, 2021 and December 31, 2020 are shown below. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgage underlying the security may be called or repaid without any penalties. Therefore, mortgage-backed securities are not included in the maturity categories in the following maturity summary.


		March 31,				December 31,					June 30,				December 31,
		2021				2020					2021				2020
		Available-for-sale				Available-for-sale					Available-for-sale				Available-for-sale
		Amortized cost		Fair value		Amortized cost		Fair value			Amortized cost		Fair value		Amortized cost		Fair value
Due in one year or less	Due in one year or less	$	36,486	$	36,660	$	35,486	$	35,662	Due in one year or less	$	18,861	$	18,971	$	35,486	$	35,662
Due in one to five years	Due in one to five years	14,008		21,113		24,278		24,684		Due in one to five years	21,955		22,387		24,278		24,684
Due in five to ten years	Due in five to ten years	36,838		38,377		40,038		41,332		Due in five to ten years	44,248		45,746		40,038		41,332
Due in over ten years	Due in over ten years	264,378		269,685		257,721		275,798		Due in over ten years	251,039		267,104		257,721		275,798
		351,710		365,835		357,523		377,476			336,103		354,208		357,523		377,476
Mortgage-backed securities - residential	Mortgage-backed securities - residential	834,335		838,708		760,099		773,336		Mortgage-backed securities - residential	1,031,233		1,035,003		760,099		773,336
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	19,888		20,635		20,226		21,588		Mortgage-backed securities - commercial	14,715		15,161		20,226		21,588
Total debt securities	Total debt securities	$	1,205,933	$	1,225,178	$	1,137,848	$	1,172,400	Total debt securities	$	1,382,051	$	1,404,372	$	1,137,848	$	1,172,400

Sales and other dispositions of available-for-sale securities were as follows:


		Three Months Ended March 31,			Three Months Ended June 30,				Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
Proceeds from sales	Proceeds from sales		$	0		$	0	Proceeds from sales	$	0	$	0	$	0	$	0
Proceeds from maturities, prepayments and calls	Proceeds from maturities, prepayments and calls		61,040			27,657		Proceeds from maturities, prepayments and calls	86,866		44,703		147,906		72,360
Gross realized gains	Gross realized gains		7			0		Gross realized gains	8		0		15		0
Gross realized losses	Gross realized losses		0			0		Gross realized losses	0		0		0		0

Additionally, net unrealized gains on equity securities of ~~$76~~$136 and ~~$63~~$212 were recognized in the three and six months ended ~~March 31,~~June 30, 2021, respectively, and $28 net loss and $35 net gain were recognized in the three and six months ended June 30, 2020, respectively.

The following tables show gross unrealized losses for which an allowance for credit losses has 0t been recorded at ~~March 31,~~June 30, 2021 and December 31, 2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


		March 31, 2021													June 30, 2021
		Less than 12 months				12 months or more				Total					Less than 12 months				12 months or more				Total
		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. government agency securities														U.S. government agency securities	$	1,250	$	(1)	$	0	$	0	$	1,250	$	(1)
Mortgage-backed securities - residential														Mortgage-backed securities - residential	449,834		(5,737)		0		0		449,834		(5,737)

Mortgage-backed securities - residential		$	402,455	$	(6,598)	$	0	$	0	$	402,455	$	(6,598)
Mortgage-backed securities - commercial		20,636		(10)		0		0		20,636		(10)
Municipal securities	Municipal securities	60,771		(469)		0		0		60,771		(469)		Municipal securities	7,979		(67)		0		0		7,979		(67)

Corporate securities	Corporate securities	1,983		(17)		0		0		1,983		(17)		Corporate securities	494		(6)		0		0		494		(6)
Total	Total	$	485,845	$	(7,094)	$	0	$	0	$	485,845	$	(7,094)	Total	$	459,557	$	(5,811)	$	0	$	0	$	459,557	$	(5,811)


	December 31, 2020
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized loss

Mortgage-backed securities - residential	$	182,012	$	(803)	$	0	$	0	$	182,012	$	(803)
Municipal securities	3,184		(20)		0		0		3,184		(20)
Corporate Securities	499		(1)		0		0		499		(1)

Total	$	185,695	$	(824)	$	0	$	0	$	185,695	$	(824)

As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company’s securities portfolio consisted of ~~511~~508 and 514 securities, 4232 and 16 of which were in an unrealized loss position, respectively.

1517

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

As of ~~March 31,~~June 30, 2021 and 2020, the Company evaluated available-for-sale debt securities with unrealized losses for expected credit loss and recorded 0 allowance for credit loss as the majority of the investment portfolio was either government guaranteed or an issuance of a government sponsored entity, was highly rated by major credit rating agencies and have a long history of zero losses. As such, 0 provision for credit losses was recorded during the three and six months ended ~~March 31,~~June 30, 2021 and 2020.

Note (4)—Loans and allowance for credit losses:

Loans outstanding at ~~March 31,~~June 30, 2021 and December 31, 2020, by class of financing receivable are as follows:


		March 31,		December 31,			June 30,		December 31,
		2021		2020			2021		2020
Commercial and industrial (1)	Commercial and industrial (1)	$	1,292,530	$	1,346,122	Commercial and industrial (1)	$	1,238,940	$	1,346,122
Construction	Construction	1,120,585		1,222,220		Construction	1,145,165		1,222,220
Residential real estate:	Residential real estate:					Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	1,078,618		1,089,270		1-to-4 family mortgage	1,126,623		1,089,270
Residential line of credit	Residential line of credit	394,510		408,211		Residential line of credit	401,343		408,211
Multi-family mortgage	Multi-family mortgage	271,839		175,676		Multi-family mortgage	363,600		175,676
Commercial real estate:	Commercial real estate:					Commercial real estate:
Owner occupied	Owner occupied	936,473		924,841		Owner occupied	923,605		924,841
Non-owner occupied	Non-owner occupied	1,652,638		1,598,979		Non-owner occupied	1,675,214		1,598,979
Consumer and other	Consumer and other	300,149		317,640		Consumer and other	324,464		317,640
Gross loans	Gross loans	7,047,342		7,082,959		Gross loans	7,198,954		7,082,959
Less: Allowance for credit losses	Less: Allowance for credit losses	(157,954)		(170,389)		Less: Allowance for credit losses	(144,663)		(170,389)
Net loans	Net loans	$	6,889,388	$	6,912,570	Net loans	$	7,054,291	$	6,912,570

(1)Includes ~~$145,697~~$57,406 and $212,645 of loans originated as part of the Paycheck Protection Program ~~("PPP")~~ as of ~~March 31,~~June 30, 2021 and December 31, 2020, ~~established by the~~ ~~Coronavirus Aid, Relief and Economic Security ("CARES")~~ Act, in response to the COVID-19 pandemic. The PPP is administered by the Small Business Administration (“SBA”); loans originated as part of the PPP may be forgiven by the SBA under a set of defined rules.respectively. PPP loans are federally guaranteed as part of the CARES Act, provided PPP loan recipients receive loan forgiveness under the SBA regulations. As such, there is minimal credit risk associated with these loans.

As of ~~March 31,~~June 30, 2021 and December 31, 2020, ~~$1,306,484~~$1,256,344 and $1,248,857, respectively, of qualifying residential mortgage loans (including loans held for sale) ~~and $1,508,068~~$1,542,531 and $1,532,749, respectively, of qualifying commercial mortgage loans were pledged to the Federal Home Loan Bank of Cincinnati securing advances against the Bank’s line of credit. Additionally, as of ~~March 31,~~June 30, 2021 and December 31, 2020, ~~$2,215,100~~$2,290,661 and $2,463,281, respectively, of qualifying loans were pledged to the Federal Reserve Bank under the Borrower-in-Custody program.

The components of amortized cost for loans on the consolidated balance sheet excludes accrued interest receivable as the Company elected to present accrued interest receivable separately on the balance sheet. As of ~~March 31,~~June 30, 2021 and December 31, 2020, total accrued interest receivable on loans held for investment was ~~$38,987~~$35,892 and $38,316, respectively.

Allowance for Credit Losses

The Company estimated the allowance for credit losses under a current expected credit loss model as of ~~March 31,~~June 30, 2021 and December 31, 2020. The Company utilizes probability-weighted forecasts, which consider multiple macroeconomic variables from a third-party vendor that are applicable to the type of loan. Each of the Company's loss rate models incorporate forward-looking macroeconomic projections throughout the reasonable and supportable forecast period and the subsequent historical reversion at the macroeconomic variable input level. In order to estimate the life of a loan, the contractual term of the loan is adjusted for estimated prepayments based on market information and the Company’s prepayment history.

The Company's loss rate models estimate the lifetime loss rate for pools of loans by combining the calculated loss rate based on each variable within the model (including the macroeconomic variables). The lifetime loss rate for the pool is then multiplied by the loan balances to determine the expected credit losses on the pool.

The Company considers the need to qualitatively adjust its modeled quantitative expected credit loss estimate for information not already captured in the model loss estimation process. These qualitative factor adjustments may increase or decrease the Company’s estimate of expected credit losses. The Company reviews the qualitative adjustments so as to validate that information that has already been considered and included in the modeled quantitative loss estimation process is not also included in the qualitative adjustment. The Company considers the qualitative factors that are relevant to the institution as of the reporting date, which may include, but are not limited to: levels of and trends in delinquencies

1618

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

~~to the institution as of the reporting date, which may include, but are not limited to: levels of and trends in delinquencies~~ and performance of loans; levels of and trends in write-offs and recoveries collected; trends in volume and terms of loans; effects of any changes in reasonable and supportable economic forecasts; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and expertise; available relevant information sources that contradict the Company’s own forecast; effects of changes in prepayment expectations or other factors affecting assessments of loan contractual terms; industry conditions; and effects of changes in credit concentrations.

The quantitative models require loan data and macroeconomic variables based on the inherent credit risks in each portfolio to more accurately measure the credit risks associated with each. Each of the quantitative models pools loans with similar risk characteristics and collectively assesses the lifetime loss rate for each pool to estimate its expected credit loss.

When a loan no longer shares similar risk characteristics with other loans in any given pool, the loan is individually assessed. The Company has determined the following circumstances in which a loan may require an individual evaluation: collateral dependent loans; loans for which foreclosure is probable; TDRs and reasonably expected TDRs. A loan is deemed collateral dependent when 1) the borrower is experiencing financial difficulty and 2) the repayment is expected to be primarily through sale or operation of the collateral. The allowance for credit losses for collateral dependent loans as well as loans where foreclosure is probable is calculated as the amount for which the loan’s amortized cost basis exceeds fair value. Fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel. In cases where repayment is to be provided substantially through the sale of collateral, the Company reduces the fair value by the estimated costs to sell. Loans experiencing financial difficulty for which a concession has not yet been provided may be identified as reasonably expected TDRs.

Reasonably expected TDRs use the same methodology as TDRs. In cases where the expected credit loss can only be captured through a discounted cash flow analysis (such as an interest rate modification for a TDR loan), the allowance is measured by the amount which the loan’s amortized cost exceeds the discounted cash flow analysis. The allowance for credit losses on a TDR or a reasonably expected TDR is calculated individually using a discounted cash flow methodology, unless the loan is deemed to be collateral dependent or foreclosure is probable.

The allowance for credit losses showed a reversal of provision for credit losses and a decrease in estimated required allowance for credit losses as of March 31, 2021 when compared to December 31, 2020. During the three months ended March 31, 2021, the Company performed qualitative evaluations ~~with~~within the Company's established qualitative framework, weighting the impact of the current economic outlook, status of federal government stimulus programs, and other considerations, in order to identify specific industries or borrowers seeing credit improvement or deterioration specific to the COVID-19 pandemic. ~~This~~The decrease in estimated required reserve during the three and six months ended June 30, 2021 was a result of improving macroeconomic variables incorporated into the Company's reasonable and supportable forecasts when compared to ~~December 31, 2020.~~

~~FB Financial Corporation and subsidiaries~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~(Dollar amounts are in thousands, except share and per share amounts)~~

~~The following provides the changes in the allowance for credit losses by class of financing receivable for the three months ended March 31, 2021 and 2020:~~

Commercial
and industrial Construction 1-to-4
family
residential
mortgage Residential
line of credit Multi-family
residential
mortgage Commercial
real estate
owner
occupied Commercial
real estate
non-owner
occupied Consumer
and other Total
Three Months Ended March 31, 2021
Beginning balance -
December 31, 2020
$ 14,748 $ 58,477 $ 19,220 $ 10,534 $ 7,174 $ 4,849 $ 44,147 $ 11,240 $ 170,389
Provision for credit losses 43 (19,826) 461 (1,257) 4,483 (1,253) 6,032 (315) (11,632)
Recoveries of loans
previously charged-off
129 0 24 6 0 13 0 195 367
Loans charged off (277) (29) (133) (15) 0 0 0 (716) (1,170)
Ending balance -
March 31, 2021
$ 14,643 $ 38,622 $ 19,572 $ 9,268 $ 11,657 $ 3,609 $ 50,179 $ 10,404 $ 157,954

Commercial
and industrial Construction 1-to-4
family
residential
mortgage Residential
line of credit Multi-family
residential
mortgage Commercial
real estate
owner
occupied Commercial
real estate
non-owner
occupied Consumer
and other Total
Three Months Ended March 31, 2020
Beginning balance -
December 31, 2019
$ 4,805 $ 10,194 $ 3,112 $ 752 $ 544 $ 4,109 $ 4,621 $ 3,002 $ 31,139
Impact of adopting ASC
326 on non-purchased credit deteriorated loans
5,300 1,533 7,920 3,461 340 1,879 6,822 3,633 30,888
Impact of adopted ASC
326 on purchased credit deteriorated loans
82 150 421 (3) 0 162 184 (438) 558
Provision for loan losses 1,829 10,954 1,664 1,985 1,444 3,038 5,935 1,115 27,964
Recoveries of loans
previously charged-off
88 0 24 15 0 14 0 193 334
Loans charged off (1,234) 0 (242) 0 0 (209) 0 (726) (2,411)
Initial allowance on loans
purchased with deteriorated credit quality
11 11 107 3 0 54 443 40 669
Ending balance -
March 31, 2020 $ 10,881 $ 22,842 $ 13,006 $ 6,213 $ 2,328 $ 9,047 $ 18,005 $ 6,819 $ 89,141

~~FB Financial Corporation and subsidiaries~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~(Dollar amounts are in thousands, except share and per share amounts)~~

~~The following tables provides the amount of the allowance for credit losses by class of financing receivable disaggregated by measurement methodology as of~~both March 31, 2021 and December 31, ~~2020:~~

March 31, 2021
Commercial
and industrial Construction 1-to-4
family
residential
mortgage Residential
line of credit Multi-family
residential
mortgage Commercial
real estate
owner
occupied Commercial
real estate
non-owner occupied Consumer
and other Total
Amount of allowance allocated to:
Individually evaluated for credit loss $ 354 $ 96 $ 0 $ 8 $ 0 $ 70 $ 694 $ 1 $ 1,223
Collectively evaluated for
credit loss
13,609 36,013 17,787 8,872 11,103 2,952 35,414 9,747 135,497
Purchased credit
deteriorated
680 2,513 1,785 388 554 587 14,071 656 21,234
Ending balance -
March 31, 2021
$ 14,643 $ 38,622 $ 19,572 $ 9,268 $ 11,657 $ 3,609 $ 50,179 $ 10,404 $ 157,954

December 31, 2020
Commercial
and industrial Construction 1-to-4
family
residential
mortgage Residential
line of credit Multi-family
residential
mortgage Commercial
real estate
owner
occupied Commercial
real estate
non-owner occupied Consumer
and other Total
Amount of allowance allocated to:
Individually evaluated for credit loss $ 373 $ 95 $ 0 $ 9 $ 0 $ 30 $ 1,531 $ 1 $ 2,039
Collectively evaluated for
credit loss
13,493 54,065 17,206 10,031 6,326 4,062 33,706 10,516 149,405
Purchased credit
deteriorated
882 4,317 2,014 494 848 757 8,910 723 18,945
Ending balance -
December 31, 2020
$ 14,748 $ 58,477 $ 19,220 $ 10,534 $ 7,174 $ 4,849 $ 44,147 $ 11,240 $ 170,389

2020.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following ~~table provides~~provide the changes in the allowance for credit losses by class of financing receivable for the three and six months ended June 30, 2021 and 2020:


	Commercial and industrial		Construction		1-to-4 family residential mortgage		Residential line of credit		Multi-family residential mortgage		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Consumer and other		Total
Three Months Ended June 30, 2021
Beginning balance - March 31, 2021	$	14,643	$	38,622	$	19,572	$	9,268	$	11,657	$	3,609	$	50,179	$	10,404	$	157,954
Provision for credit losses	(579)		(5,784)		75		(2,558)		1,818		972		(7,323)		494		(12,885)
Recoveries of loans previously charged-off	87		0		41		9		0		126		0		190		453
Loans charged off	(360)		0		(16)		(3)		0		0		0		(480)		(859)


Ending balance - June 30, 2021	$	13,791	$	32,838	$	19,672	$	6,716	$	13,475	$	4,707	$	42,856	$	10,608	$	144,663
Six Months Ended June 30, 2021
Beginning balance - December 31, 2020	$	14,748	$	58,477	$	19,220	$	10,534	$	7,174	$	4,849	$	44,147	$	11,240	$	170,389


Provision for credit losses	(536)		(25,610)		536		(3,815)		6,301		(281)		(1,291)		179		(24,517)
Recoveries of loans previously charged-off	216		0		65		15		0		139		0		385		820
Loans charged off	(637)		(29)		(149)		(18)		0		0		0		(1,196)		(2,029)


Ending balance - June 30, 2021	$	13,791	$	32,838	$	19,672	$	6,716	$	13,475	$	4,707	$	42,856	$	10,608	$	144,663


	Commercial and industrial		Construction		1-to-4 family residential mortgage		Residential line of credit		Multi-family residential mortgage		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Consumer and other		Total
Three Months Ended June 30, 2020
Beginning balance - March 31, 2020	$	10,881	$	22,842	$	13,006	$	6,213	$	2,328	$	9,047	$	18,005	$	6,819	$	89,141
Provision for loan losses	(2,663)		12,624		(446)		595		2,171		(1,630)		12,984		404		24,039
Recoveries of loans previously charged-off	807		151		26		24		0		3		0		103		1,114
Loans charged off	(147)		(18)		(123)		(21)		0		0		(545)		(311)		(1,165)
Ending balance - June 30, 2020	$	8,878	$	35,599	$	12,463	$	6,811	$	4,499	$	7,420	$	30,444	$	7,015	$	113,129
Six Months Ended June 30, 2020
Beginning balance - December 31, 2019	$	4,805	$	10,194	$	3,112	$	752	$	544	$	4,109	$	4,621	$	3,002	$	31,139
Impact of adopting ASC 326 on non-purchased credit deteriorated loans	5,300		1,533		7,920		3,461		340		1,879		6,822		3,633		30,888
Impact of adopted ASC 326 on purchased credit deteriorated loans	82		150		421		(3)		0		162		184		(438)		558
Provision for loan losses	(834)		23,578		1,218		2,580		3,615		1,408		18,919		1,519		52,003
Recoveries of loans previously charged-off	895		151		50		39		0		17		0		296		1,448
Loans charged off	(1,381)		(18)		(365)		(21)		0		(209)		(545)		(1,037)		(3,576)
Initial allowance on loans purchased with deteriorated credit quality	11		11		107		3		0		54		443		40		669

Ending balance - June 30, 2020	$	8,878	$	35,599	$	12,463	$	6,811	$	4,499	$	7,420	$	30,444	$	7,015	$	113,129

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following tables provide the amount of the allowance for credit losses by class of financing receivable disaggregated by measurement methodology as of June 30, 2021 and December 31, 2020:


	June 30, 2021
	Commercial and industrial		Construction		1-to-4 family residential mortgage		Residential line of credit		Multi-family residential mortgage		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Consumer and other		Total
Amount of allowance allocated to:
Individually evaluated for credit loss	$	105	$	131	$	0	$	8	$	0	$	23	$	676	$	0	$	943
Collectively evaluated for credit loss	13,073		31,151		18,063		6,467		12,976		4,015		29,020		9,985		124,750
Purchased credit deteriorated	613		1,556		1,609		241		499		669		13,160		623		18,970
Ending balance - June 30, 2021	$	13,791	$	32,838	$	19,672	$	6,716	$	13,475	$	4,707	$	42,856	$	10,608	$	144,663


	December 31, 2020
	Commercial and industrial		Construction		1-to-4 family residential mortgage		Residential line of credit		Multi-family residential mortgage		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Consumer and other		Total
Amount of allowance allocated to:
Individually evaluated for credit loss	$	373	$	95	$	0	$	9	$	0	$	30	$	1,531	$	1	$	2,039
Collectively evaluated for credit loss	13,493		54,065		17,206		10,031		6,326		4,062		33,706		10,516		149,405
Purchased credit deteriorated	882		4,317		2,014		494		848		757		8,910		723		18,945
Ending balance - December 31, 2020	$	14,748	$	58,477	$	19,220	$	10,534	$	7,174	$	4,849	$	44,147	$	11,240	$	170,389

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following tables provide the amount of loans by class of financing receivable disaggregated by measurement methodology as of ~~March 31,~~June 30, 2021, and December 31, 2020:


		March 31, 2021																			June 30, 2021
		Commercial and industrial		Construction		1-to-4 family residential mortgage		Residential line of credit		Multi-family residential mortgage		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Consumer and other		Total			Commercial and industrial		Construction		1-to-4 family residential mortgage		Residential line of credit		Multi-family residential mortgage		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Consumer and other		Total
Loans, net of unearned income	Loans, net of unearned income																			Loans, net of unearned income
Individually evaluated for credit loss	Individually evaluated for credit loss	$	13,833	$	6,290	$	1,099	$	412	$	0	$	12,797	$	7,279	$	36	$	41,746	Individually evaluated for credit loss	$	15,159	$	5,993	$	894	$	412	$	0	$	9,135	$	7,207	$	26	$	38,826
Collectively evaluated for credit loss	Collectively evaluated for credit loss	1,226,554		1,056,972		986,455		376,411		260,996		828,789		1,325,198		286,498		6,347,873		Collectively evaluated for credit loss	1,176,960		1,097,065		1,038,746		384,698		354,021		822,532		1,368,161		311,481		6,553,664
Purchased credit deteriorated	Purchased credit deteriorated	52,143		57,323		91,064		17,687		10,843		94,887		320,161		13,615		657,723		Purchased credit deteriorated	46,821		42,107		86,983		16,233		9,579		91,938		299,846		12,957		606,464
Ending balance - March 31, 2021		$	1,292,530	$	1,120,585	$	1,078,618	$	394,510	$	271,839	$	936,473	$	1,652,638	$	300,149	$	7,047,342
Ending balance - June 30, 2021																				Ending balance - June 30, 2021	$	1,238,940	$	1,145,165	$	1,126,623	$	401,343	$	363,600	$	923,605	$	1,675,214	$	324,464	$	7,198,954


	December 31, 2020
	Commercial and industrial		Construction		1-to-4 family residential mortgage		Residential line of credit		Multi-family residential mortgage		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Consumer and other		Total
Loans, net of unearned income
Individually evaluated for credit loss	$	15,578	$	4,851	$	848	$	412	$	0	$	7,846	$	8,631	$	39	$	38,205
Collectively evaluated for credit loss	1,270,058		1,140,634		987,142		387,250		156,447		813,151		1,272,203		302,983		6,329,868
Purchased credit deteriorated	60,486		76,735		101,280		20,549		19,229		103,844		318,145		14,618		714,886
Ending balance - December 31, 2020	$	1,346,122	$	1,222,220	$	1,089,270	$	408,211	$	175,676	$	924,841	$	1,598,979	$	317,640	$	7,082,959

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Credit Quality

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans that share similar risk characteristics collectively. Loans that do not share similar risk characteristics are evaluated individually.

The Company uses the following definitions for risk ratings:

~~Pass.~~ Loans rated Pass include those that are adequately performing and collateralized and which management believes do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes loans rated as Watch, which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category. Also included in watch are loans rated as Special Mention, which have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

~~Classified.~~ ~~Loans included in the Classified category include loans rated as Substandard and Doubtful.~~ Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so rated have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Also included in this category are loans classified as Doubtful, which have all the weaknesses inherent in those classified as classified, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The total amortized cost of loans rated as Doubtful were insignificant for all periods presented.


			Pass.			Loans rated Pass include those that are adequately collateralized performing loans which management believes do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes loans rated as Watch, which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category.




			Special Mention.			Loans rated Special Mention are those that have potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Management does not believe there will be a loss of principal or interest. These loans require intensive servicing and may possess more than normal credit risk.




			Classified.			Loans included in the Classified category include loans rated as Substandard and Doubtful. Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Also included in this category are loans classified as Doubtful, which have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weakness or weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable. The total amortized cost of loans rated as Doubtful were insignificant for all periods presented.

Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes.

2023

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following tables present the credit quality of our loan portfolio by year of origination as of ~~March 31,~~June 30, 2021 and December 31, 2020. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination. Generally, current period renewals of credit are reunderwritten at the point of renewal and considered current period originations for the purposes of the tables below.


As of March 31, 2021
As of June 30, 2021																		As of June 30, 2021
		Term Loans																	Term Loans
		Amortized Cost Basis by Origination Year																	Amortized Cost Basis by Origination Year
		2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Total			2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial and industrial	Commercial and industrial																	Commercial and industrial
Pass	Pass	$	47,458	$	264,285	$	177,250	$	67,564	$	49,794	$	80,524	$	568,385	$	1,255,260	Pass	$	93,229	$	160,243	$	162,002	$	63,799	$	48,206	$	66,856	$	584,470	$	1,178,805

Special Mention																		Special Mention	27		278		423		20		468		3,118		15,920		20,254
Classified	Classified	230		2,719		2,353		11,084		3,136		8,333		9,415		37,270		Classified	660		2,706		2,674		10,426		3,728		6,914		12,773		39,881

Total	Total	47,688		267,004		179,603		78,648		52,930		88,857		577,800		1,292,530		Total	93,916		163,227		165,099		74,245		52,402		76,888		613,163		1,238,940

Construction	Construction																	Construction
Pass	Pass	87,958		446,596		263,730		50,161		39,430		120,595		102,600		1,111,070		Pass	261,384		393,404		205,133		48,972		29,372		84,769		110,748		1,133,782

Special Mention																		Special Mention	0		160		0		0		1,209		734		0		2,103
Classified	Classified	0		0		2,332		3,950		127		3,106		0		9,515		Classified	0		32		2,199		3,967		124		2,757		201		9,280

Total	Total	87,958		446,596		266,062		54,111		39,557		123,701		102,600		1,120,585		Total	261,384		393,596		207,332		52,939		30,705		88,260		110,949		1,145,165

Residential real estate:	Residential real estate:																	Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage																	1-to-4 family mortgage
Pass	Pass	81,106		245,371		150,194		111,676		87,975		379,183		0		1,055,505		Pass	203,719		241,270		152,228		126,627		130,028		246,202		0		1,100,074

Special Mention																		Special Mention	44		1,145		1,201		606		328		2,752		0		6,076
Classified	Classified	201		1,241		1,771		3,200		5,103		11,597		0		23,113		Classified	0		339		1,807		3,374		5,237		9,716		0		20,473

Total	Total	81,307		246,612		151,965		114,876		93,078		390,780		0		1,078,618		Total	203,763		242,754		155,236		130,607		135,593		258,670		0		1,126,623

Residential line of credit	Residential line of credit																	Residential line of credit
Pass	Pass	0		0		0		0		0		0		389,110		389,110		Pass	0		0		0		0		0		0		396,297		396,297

Special Mention																		Special Mention	0		0		0		0		0		0		344		344
Classified	Classified	0		0		0		0		0		0		5,400		5,400		Classified	0		0		0		0		0		0		4,702		4,702

Total	Total	0		0		0		0		0		0		394,510		394,510		Total	0		0		0		0		0		0		401,343		401,343

Multi-family mortgage	Multi-family mortgage																	Multi-family mortgage
Pass	Pass	44,220		29,241		76,432		9,548		39,549		62,665		10,129		271,784		Pass	143,092		31,127		74,713		7,370		39,365		57,426		10,454		363,547

Special Mention																		Special Mention	0		0		0		0		0		0		0		0
Classified	Classified	0		0		0		0		0		55		0		55		Classified	0		0		0		0		0		53		0		53

Total	Total	44,220		29,241		76,432		9,548		39,549		62,720		10,129		271,839		Total	143,092		31,127		74,713		7,370		39,365		57,479		10,454		363,600

Commercial real estate:	Commercial real estate:																	Commercial real estate:
Owner occupied	Owner occupied																	Owner occupied
Pass	Pass	32,420		141,912		192,702		98,263		94,382		290,146		58,519		908,344		Pass	64,153		138,004		187,870		89,391		90,172		256,949		58,761		885,300

Special Mention																		Special Mention	0		0		1,335		3,649		1,464		5,749		288		12,485
Classified	Classified	0		0		966		2,398		6,240		13,714		4,811		28,129		Classified	0		0		3,123		2,634		4,157		14,146		1,760		25,820

Total	Total	32,420		141,912		193,668		100,661		100,622		303,860		63,330		936,473		Total	64,153		138,004		192,328		95,674		95,793		276,844		60,809		923,605

Non-owner occupied	Non-owner occupied																	Non-owner occupied
Pass	Pass	92,161		170,606		205,565		332,674		203,164		562,311		38,934		1,605,415		Pass	226,622		162,080		166,597		300,073		202,577		505,746		54,947		1,618,642

Special Mention																		Special Mention	0		0		0		3,500		0		8,278		0		11,778
Classified	Classified	0		0		2,179		24,917		4,601		15,526		0		47,223		Classified	0		0		4,136		24,616		1,542		14,455		45		44,794

Total	Total	92,161		170,606		207,744		357,591		207,765		577,837		38,934		1,652,638		Total	226,622		162,080		170,733		328,189		204,119		528,479		54,992		1,675,214

Consumer and other loans
Pass		17,054		70,902		49,042		38,486		24,630		79,975		14,177		294,266

Classified		0		141		270		1,135		1,012		2,901		424		5,883

Total		17,054		71,043		49,312		39,621		25,642		82,876		14,601		300,149

Total
Pass		402,377		1,368,913		1,114,915		708,372		538,924		1,575,399		1,181,854		6,890,754

Classified		431		4,101		9,871		46,684		20,219		55,232		20,050		156,588

Total		$	402,808	$	1,373,014	$	1,124,786	$	755,056	$	559,143	$	1,630,631	$	1,201,904	$	7,047,342

2124

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)


As of June 30, 2021
	Term Loans
	Amortized Cost Basis by Origination Year
	2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Total
Consumer and other loans
Pass	56,647		65,973		44,844		36,124		23,731		76,402		14,476		318,197
Special Mention	75		0		14		0		1		522		0		612
Classified	38		144		222		1,023		926		2,865		437		5,655

Total	56,760		66,117		45,080		37,147		24,658		79,789		14,913		324,464

Total Loans
Pass	1,048,846		1,192,101		993,387		672,356		563,451		1,294,350		1,230,153		6,994,644
Special Mention	146		1,583		2,973		7,775		3,470		21,153		16,552		53,652
Classified	698		3,221		14,161		46,040		15,714		50,906		19,918		150,658

Total	$	1,049,690	$	1,196,905	$	1,010,521	$	726,171	$	582,635	$	1,366,409	$	1,266,623	$	7,198,954

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

As of December 31, 2020
Term Loans
Amortized Cost Basis by Origination Year
2020 2019 2018 2017 2016 Prior Revolving Loans Amortized Cost Basis Total
Commercial and industrial
Pass $ 339,305 $ 186,460 $ 71,110 $ 60,362 $ 38,488 $ 45,265 $ 565,786 $ 1,306,776
Classified 2,501 2,688 11,227 4,425 6,582 1,277 10,646 39,346
Total 341,806 189,148 82,337 64,787 45,070 46,542 576,432 1,346,122
Construction
Pass 462,184 391,928 88,687 54,163 41,636 62,903 112,004 1,213,505
Classified 573 1,755 3,178 141 0 3,068 0 8,715
Total 462,757 393,683 91,865 54,304 41,636 65,971 112,004 1,222,220
Residential real estate:
1-to-4 family mortgage
Pass 284,530 178,540 165,708 158,484 111,915 165,916 0 1,065,093
Classified 448 1,428 3,806 5,473 3,622 9,400 0 24,177
Total 284,978 179,968 169,514 163,957 115,537 175,316 0 1,089,270
Residential line of credit
Pass 0 0 0 0 0 0 402,859 402,859
Classified 0 0 0 0 0 0 5,352 5,352
Total 0 0 0 0 0 0 408,211 408,211
Multi-family mortgage
Pass 29,006 13,446 11,843 46,561 28,330 35,339 11,094 175,619
Classified 0 0 0 0 0 57 0 57
Total 29,006 13,446 11,843 46,561 28,330 35,396 11,094 175,676
Commercial real estate:
Owner occupied
Pass 141,871 180,856 101,828 110,832 82,640 226,574 53,681 898,282
Classified 44 1,785 2,423 6,074 274 11,226 4,733 26,559
Total 141,915 182,641 104,251 116,906 82,914 237,800 58,414 924,841
Non-owner occupied
Pass 166,962 230,942 349,312 221,149 290,370 280,629 38,820 1,578,184
Classified 0 2,210 1,502 0 0 17,083 0 20,795
Total 166,962 233,152 350,814 221,149 290,370 297,712 38,820 1,598,979
Consumer and other loans
Pass 89,906 53,636 41,313 27,669 44,029 39,037 14,828 310,418
Classified 151 565 1,434 1,161 935 2,308 668 7,222
Total 90,057 54,201 42,747 28,830 44,964 41,345 15,496 317,640
Total
Pass 1,513,764 1,235,808 829,801 679,220 637,408 855,663 1,199,072 6,950,736
Classified 3,717 10,431 23,570 17,274 11,413 44,419 21,399 132,223
Total $ 1,517,481 $ 1,246,239 $ 853,371 $ 696,494 $ 648,821 $ 900,082 $ 1,220,471 $ 7,082,959


As of December 31, 2020
	Term Loans
	Amortized Cost Basis by Origination Year
	2020		2019		2018		2017		2016		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial and industrial
Pass	$	339,074	$	185,636	$	70,549	$	59,917	$	37,573	$	42,685	$	540,960	$	1,276,394
Special Mention	231		824		561		445		915		2,580		24,826		30,382
Classified	2,501		2,688		11,227		4,425		6,582		1,277		10,646		39,346

Total	341,806		189,148		82,337		64,787		45,070		46,542		576,432		1,346,122

Construction
Pass	461,715		390,443		86,490		52,942		40,907		62,890		112,004		1,207,391
Special Mention	469		1,485		2,197		1,221		729		13		0		6,114
Classified	573		1,755		3,178		141		0		3,068		0		8,715

Total	462,757		393,683		91,865		54,304		41,636		65,971		112,004		1,222,220

Residential real estate:
1-to-4 family mortgage
Pass	283,107		176,711		164,499		157,731		111,194		162,051		0		1,055,293
Special Mention	1,423		1,829		1,209		753		721		3,865		0		9,800
Classified	448		1,428		3,806		5,473		3,622		9,400		0		24,177

Total	284,978		179,968		169,514		163,957		115,537		175,316		0		1,089,270

Residential line of credit
Pass	0		0		0		0		0		0		400,206		400,206
Special Mention	0		0		0		0		0		0		2,653		2,653
Classified	0		0		0		0		0		0		5,352		5,352

Total	0		0		0		0		0		0		408,211		408,211

Multi-family mortgage
Pass	29,006		13,446		11,843		46,561		28,330		35,339		11,094		175,619
Special Mention	0		0		0		0		0		0		0		0
Classified	0		0		0		0		0		57		0		57

Total	29,006		13,446		11,843		46,561		28,330		35,396		11,094		175,676


Commercial real estate:
Owner occupied
Pass	140,904		179,500		97,577		94,659		76,539		224,108		53,451		866,738
Special Mention	967		1,356		4,251		16,173		6,101		2,466		230		31,544
Classified	44		1,785		2,423		6,074		274		11,226		4,733		26,559

Total	141,915		182,641		104,251		116,906		82,914		237,800		58,414		924,841

Non-owner occupied
Pass	166,962		229,442		342,640		221,149		290,163		272,184		38,820		1,561,360
Special Mention	0		1,500		6,672		0		207		8,445		0		16,824
Classified	0		2,210		1,502		0		0		17,083		0		20,795

Total	166,962		233,152		350,814		221,149		290,370		297,712		38,820		1,598,979

Consumer and other loans
Pass	89,625		52,839		39,725		27,201		43,503		37,673		14,817		305,383
Special Mention	281		797		1,588		468		526		1,364		11		5,035
Classified	151		565		1,434		1,161		935		2,308		668		7,222

Total	90,057		54,201		42,747		28,830		44,964		41,345		15,496		317,640

2226

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)


As of December 31, 2020
	Term Loans
	Amortized Cost Basis by Origination Year
	2020		2019		2018		2017		2016		Prior		Revolving Loans Amortized Cost Basis		Total
Total Loans
Pass	1,510,393		1,228,017		813,323		660,160		628,209		836,930		1,171,352		6,848,384
Special Mention	3,371		7,791		16,478		19,060		9,199		18,733		27,720		102,352
Classified	3,717		10,431		23,570		17,274		11,413		44,419		21,399		132,223

Total	$	1,517,481	$	1,246,239	$	853,371	$	696,494	$	648,821	$	900,082	$	1,220,471	$	7,082,959

Nonaccrual and Past Due Loans

Nonperforming loans include loans that are no longer accruing interest (nonaccrual loans) and loans past due ninety or more days and still accruing interest.

The following tables ~~represents~~represent an analysis of the aging by class of financing receivable as of ~~March 31,~~June 30, 2021 and December 31, 2020:


March 31, 2021		30-89 days past due		90 days or more and accruing interest		Non-accrual loans		Loans current on payments and accruing interest		Total
June 30, 2021												June 30, 2021	30-89 days past due		90 days or more and accruing interest		Non-accrual loans		Loans current on payments and accruing interest		Total
Commercial and industrial	Commercial and industrial	$	1,049	$	73	$	14,174	$	1,277,234	$	1,292,530	Commercial and industrial	$	757	$	104	$	15,538	$	1,222,541	$	1,238,940
Construction	Construction	2,269		0		5,584		1,112,732		1,120,585		Construction	1,023		487		5,303		1,138,352		1,145,165
Residential real estate:	Residential real estate:											Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	5,333		9,068		6,116		1,058,101		1,078,618		1-to-4 family mortgage	3,753		8,002		5,094		1,109,774		1,126,623
Residential line of credit	Residential line of credit	1,226		1,195		1,672		390,417		394,510		Residential line of credit	716		48		1,189		399,390		401,343
Multi-family mortgage	Multi-family mortgage	0		0		55		271,784		271,839		Multi-family mortgage	0		0		53		363,547		363,600
Commercial real estate:	Commercial real estate:											Commercial real estate:
Owner occupied	Owner occupied	503		0		12,872		923,098		936,473		Owner occupied	1,100		0		8,074		914,431		923,605
Non-owner occupied	Non-owner occupied	193		67		11,997		1,640,381		1,652,638		Non-owner occupied	737		0		12,016		1,662,461		1,675,214
Consumer and other	Consumer and other	2,583		295		3,068		294,203		300,149		Consumer and other	2,660		457		3,162		318,185		324,464
Total	Total	$	13,156	$	10,698	$	55,538	$	6,967,950	$	7,047,342	Total	$	10,746	$	9,098	$	50,429	$	7,128,681	$	7,198,954


December 31, 2020	30-89 days past due		90 days or more and accruing interest		Non-accrual loans		Loans current on payments and accruing interest		Total
Commercial and industrial	$	3,297	$	330	$	16,005	$	1,326,490	$	1,346,122
Construction	7,607		573		4,053		1,209,987		1,222,220
Residential real estate:
1-to-4 family mortgage	7,058		10,470		5,923		1,065,819		1,089,270
Residential line of credit	3,551		239		1,757		402,664		408,211
Multi-family mortgage	0		57		0		175,619		175,676
Commercial real estate:
Owner occupied	98		0		7,948		916,795		924,841
Non-owner occupied	915		0		12,471		1,585,593		1,598,979
Consumer and other	4,469		2,027		2,603		308,541		317,640
Total	$	26,995	$	13,696	$	50,760	$	6,991,508	$	7,082,959

2327

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following tables provide the amortized cost basis of loans on non-accrual status, as well as any related allowance as of ~~March 31,~~June 30, 2021 and December 31, 2020 by class of financing receivable.


March 31, 2021		Non-accrual with no related allowance		Non-accrual with related allowance		Related allowance
June 30, 2021								June 30, 2021	Non-accrual with no related allowance		Non-accrual with related allowance		Related allowance
Commercial and industrial	Commercial and industrial	$	12,353	$	1,821	$	365	Commercial and industrial	$	14,401	$	1,137	$	119
Construction	Construction	4,513		1,071		134		Construction	4,254		1,049		151
Residential real estate:	Residential real estate:							Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	2,122		3,994		95		1-to-4 family mortgage	1,493		3,601		91
Residential line of credit	Residential line of credit	846		826		26		Residential line of credit	830		359		8
Multi-family mortgage	Multi-family mortgage	0		55		9		Multi-family mortgage	0		53		8
Commercial real estate:	Commercial real estate:							Commercial real estate:
Owner occupied	Owner occupied	10,059		2,813		91		Owner occupied	7,412		662		43
Non-owner occupied	Non-owner occupied	6,549		5,448		718		Non-owner occupied	6,418		5,598		736
Consumer and other	Consumer and other	0		3,068		160		Consumer and other	0		3,162		162
Total	Total	$	36,442	$	19,096	$	1,598	Total	$	34,808	$	15,621	$	1,318



December 31, 2020	Non-accrual with no related allowance		Non-accrual with related allowance		Related allowance

Commercial and industrial	$	13,960	$	2,045	$	383
Construction	3,061��		992		131
Residential real estate:
1-to-4 family mortgage	3,048		2,875		84
Residential line of credit	854		903		31
Multi-family mortgage	0		0		0
Commercial real estate:
Owner occupied	7,172		776		63
Non-owner occupied	4,566		7,905		1,711
Consumer and other	0		2,603		147
Total	$	32,661	$	18,099	$	2,550

The following presents interest income recognized on nonaccrual loans ~~for~~during the three and six months ended ~~March 31,~~June 30, 2021 and 2020:

Three Months Ended March 31,
2021 2020
Commercial and industrial $ 114 $ 152
Construction 14 27
Residential real estate:
1-to-4 family mortgage 18 7
Residential line of credit 18 1
Multi-family mortgage 1 0
Commercial real estate:
Owner occupied 131 21
Non-owner occupied 89 19
Total $ 385 $ 227


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Commercial and industrial	$	219	$	17	$	333	$	169
Construction	16		6		30		33
Residential real estate:
1-to-4 family mortgage	67		6		85		13
Residential line of credit	27		0		45		1
Multi-family mortgage	1		0		2		0
Commercial real estate:
Owner occupied	101		43		232		64
Non-owner occupied	141		109		230		128
Consumer and other	55		24		55		24
Total	$	627	$	205	$	1,012	$	432

Accrued interest receivable written off on as an adjustment to interest income amounted to ~~$465~~$132 and ~~$120~~$162 for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $597 and $282 for the six months ended June 30, 2021 and 2020, respectively.

2428

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Troubled debt restructurings

As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company had a recorded investment in TDRs of ~~$26,095~~$42,678 and $15,988, respectively. The modifications included extensions of the maturity date and/or a stated rate of interest to one lower than the current market rate to borrowers experiencing financial difficulty. Of these loans, ~~$8,759~~$23,608 and $8,279 were classified as non-accrual loans as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. The Company has calculated ~~$2,083~~$1,285 and $310 in allowances for credit losses ~~for those loans at March 31,~~on TDRs as of June 30, 2021 and December 31, 2020, respectively. Unfunded loan commitments related to these loans totaled ~~$95~~$6,153 as of ~~March 31,~~June 30, 2021. There were 0 commitments to extend any additional funds on troubled debt restructurings as of December 31, 2020.

The following tables present the financial effect of TDRs recorded during the periods indicated.


Three Months Ended March 31, 2021		Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Three Months Ended June 30, 2021									Three Months Ended June 30, 2021	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Commercial and industrial	Commercial and industrial	1	$	107	$	107	$	0	Commercial and industrial	4	$	13,055	$	13,055	$	0

Commercial real estate:	Commercial real estate:								Commercial real estate:
Owner occupied									Owner occupied	4	3,550		3,550		0

Non-owner occupied		1	11,997		11,997		$	0

Residential real estate:									Residential real estate:
1-to-4 family mortgage									1-to-4 family mortgage	2	811		811		0
Residential line of credit									Residential line of credit	1	11		11		0

Total	Total	2	$	12,104	$	12,104	$	0	Total	11	$	17,427	$	17,427	$	0


Three Months Ended March 31, 2020		Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Six Months Ended June 30, 2021									Six Months Ended June 30, 2021	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Commercial and industrial									Commercial and industrial	5	$	13,162	$	13,162	$	0

Commercial real estate:									Commercial real estate:
Owner occupied									Owner occupied	4	3,550		3,550		0
Non-owner occupied									Non-owner occupied	1	11,997		11,997		0
Residential real estate:	Residential real estate:								Residential real estate:
1-4 family mortgage		1	$	64	$	64	$	0
1-to-4 family mortgage									1-to-4 family mortgage	2	811		811		0
Residential line of credit									Residential line of credit	1	11		11		0

Total	Total	1	$	64	$	64	$	0	Total	13	$	29,531	$	29,531	$	0


Three Months Ended June 30, 2020	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Commercial and industrial	1	$	1,153	$	1,153	$	0

Commercial real estate:
Owner occupied	1	788		788		0

Residential real estate:
1-to-4 family mortgage	1	13		13		0


Total	3	$	1,954	$	1,954	$	0


Six Months Ended June 30, 2020	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Commercial and industrial	1	$	1,153	$	1,153	$	0

Commercial real estate:
Owner occupied	1	788		788		0

Residential real estate:
1-4 family mortgage	2	77		77		0

Total	4	$	2,018	$	2,018	$	0

There were 0 loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the three and six months ended ~~March 31,~~June 30, 2021 and 2020. A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy. The terms of certain other loans were modified during the three and six months ended ~~March 31,~~June 30, 2021 and 2020 that did not meet the definition of a TDR. The modification of these loans usually involve either a modification of the terms of a loan to borrowers who are not experiencing financial difficulties or an insignificant delay in payments.

Collateral Dependent Loans

For loans for which the repayment (based on the Company's assessment) is expected to be provided substantially through the operation or sale of collateral and the borrower is experiencing financial difficulty, the following table presents the loans and the corresponding individually assessed allowance for credit losses by class of financing receivable. Significant changes in individually assessed reserves are due to changes in the valuation of the underlying collateral in addition to changes in accrual and past due status.

~~FB Financial Corporation and subsidiaries~~


	June 30, 2021
	Type of Collateral
	Real Estate		Financial Assets and Equipment		Individually assessed allowance for credit loss
Commercial and industrial	$	696	$	14,524	$	1
Construction	5,993		0		131
Residential real estate:
1-to-4 family mortgage	1,615		0		0
Residential line of credit	1,241		0		8

Commercial real estate:
Owner occupied	10,045		0		23
Non-owner occupied	11,624		0		676

Total	$	31,214	$	14,524	$	839

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~(Dollar amounts are in thousands, except share and per share amounts)~~

March 31, 2021
Type of Collateral
Real Estate Financial Assets and Equipment Individually assessed allowance for credit loss
Commercial and industrial $ 1,449 $ 11,770 $ 230
Construction 5,513 0 0
Residential real estate:
1-to-4 family mortgage 1,725 0 0
Residential line of credit 1,256 0 8
Multi-family mortgage 0 485 0
Commercial real estate:
Owner occupied 13,451 0 69
Non-owner occupied 11,781 0 694
Consumer and other 0 0 0
Total $ 35,175 $ 12,255 $ 1,001


		December 31, 2020				December 31, 2020
		Type of Collateral					Type of Collateral
		Real Estate		Financial Assets and Equipment				Individually assessed allowance for credit loss			Real Estate		Financial Assets and Equipment		Individually assessed allowance for credit loss
Commercial and industrial	Commercial and industrial	$	0	$	1,728			$	117	Commercial and industrial	$	0	$	1,728	$	117
Construction	Construction	3,877		0				0		Construction	3,877		0		0
Residential real estate:	Residential real estate:									Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	226		0				0		1-to-4 family mortgage	226		0		0
Residential line of credit	Residential line of credit	1,174		0				9		Residential line of credit	1,174		0		9
Multi-family mortgage		0		0				0

Commercial real estate:	Commercial real estate:									Commercial real estate:
Owner occupied	Owner occupied	3,391		0				30		Owner occupied	3,391		0		30
Non-owner occupied	Non-owner occupied	8,164		0				1,531		Non-owner occupied	8,164		0		1,531
Consumer and other		0		0				0

Total	Total	$	16,832	$	1,728			$	1,687	Total	$	16,832	$	1,728	$	1,687

Deferrals Program included in COVID-19 Relief

The following table outlines the Company's recorded investment and percentage of loans held for investment by class of financing receivable for executed deferrals remaining on deferral status as of ~~March 31,~~June 30, 2021 or December 31, 2020, in connection with Company's COVID-19 relief programs. These deferrals typically ranged from sixty to ninety days per deferral and the majority were not considered TDRs under the interagency regulatory guidance or CARES Act, issued in March 2020. Section 541 of the Consolidated Appropriations Act (CAA) extended this relief to the earlier of January 1, 2022 or 60 days after the national emergency termination date. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company had a recorded investment in loans totaling ~~$1,388,858~~$1,355,475 and $1,399,088 previously deferred that were no longer in deferral status.

2630

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

March 31, 2021 December 31, 2020
% of Loans % of Loans
Commercial and industrial $ 2,041 0.2 % $ 7,118 0.5 %
Construction 2,247 0.2 % 1,918 0.2 %
Residential real estate:
1-to-4 family mortgage 11,002 1.0 % 19,201 1.8 %
Residential line of credit 268 0.1 % 204 0 %
Multi-family mortgage 2,167 0.8 % 3,305 1.9 %
Commercial real estate:
Owner occupied 7,276 0.8 % 19,815 2.1 %
Non-owner occupied 117,004 7.1 % 139,590 8.7 %
Consumer and other 10,158 3.4 % 11,366 3.6 %
Total $ 152,163 2.2 % $ 202,517 2.9 %


	June 30, 2021				December 31, 2020
				% of Loans					% of Loans
Commercial and industrial		$	13		0	%	$	7,118		0.5	%
Construction		0			0	%	1,918			0.2	%
Residential real estate:
1-to-4 family mortgage		3,194			0.3	%	19,201			1.8	%
Residential line of credit		0			0	%	204			0	%
Multi-family mortgage		0			0	%	3,305			1.9	%
Commercial real estate:
Owner occupied		871			0.1	%	19,815			2.1	%
Non-owner occupied		69,587			4.2	%	139,590			8.7	%
Consumer and other		217			0.1	%	11,366			3.6	%
Total		$	73,882		1.0	%	$	202,517		2.9	%

Note (5)—Other real estate owned

The amount reported as other real estate owned includes property acquired through foreclosure in addition to excess facilities held for sale and is carried at fair value less estimated cost to sell the property. The following table summarizes the other real estate owned for the three and six months ended ~~March 31,~~June 30, 2021 and 2020:


		Three Months Ended					Three Months Ended				Six Months Ended
		March 31,					June 30,				June 30,
			2021		2020				2021			2020		2021		2020
Balance at beginning of period	Balance at beginning of period		$	12,111	$	18,939		Balance at beginning of period	$	11,177		$	17,072	$	12,111	$	18,939
Transfers from loans	Transfers from loans		1,395		365			Transfers from loans	3,201			641		4,596		1,006
Transfers to premises and equipment	Transfers to premises and equipment		0		(841)			Transfers to premises and equipment	0			0		0		(841)

Proceeds from sale of other real estate owned	Proceeds from sale of other real estate owned		(2,495)		(1,442)			Proceeds from sale of other real estate owned	(2,166)			(2,708)		(4,661)		(4,150)
Gain on sale of other real estate owned	Gain on sale of other real estate owned		828		175			Gain on sale of other real estate owned	272			170		1,100		345
Loans provided for sales of other real estate owned	Loans provided for sales of other real estate owned		(330)		0			Loans provided for sales of other real estate owned	(203)			0		(533)		0
Write-downs and partial liquidations	Write-downs and partial liquidations		(332)		(124)			Write-downs and partial liquidations	(295)			(84)		(627)		(208)
Balance at end of period	Balance at end of period		$	11,177	$	17,072		Balance at end of period	$	11,986		$	15,091	$	11,986	$	15,091

Foreclosed residential real estate properties totaled ~~$1,281~~$774 and $1,890 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled ~~$105~~$31 and $167 at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

Excess land and facilities held for sale resulting from branch consolidations totaled ~~$6,442~~$5,498 and $5,703 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

Note (6)—Leases:

As of ~~March 31,~~June 30, 2021, the Company was the lessee in 58 operating leases and 1 finance lease of certain branch, mortgage and operations locations, of which 4844 operating leases and 1 finance lease currently have remaining terms varying from greater than one year to 34 years. Leases with initial terms of less than one year are not recorded on the consolidated balance sheets. The Company also does not include equipment leases and leases in which the Company is the lessor on the consolidated balance sheets as these are insignificant.

Many leases include 1 or more options to renew, with renewal terms that can extend the lease up to an additional 20 years or more. Certain lease agreements contain provisions to periodically adjust rental payments for inflation. Renewal options that management is reasonably certain to renew and fixed rent escalations are included in the right-of-use ~~("ROU")~~ asset and lease liability.

During the year ended December 31, 2020, the Company entered into a lease for a new corporate headquarters building located in downtown Nashville. The building is currently under construction and anticipated to be completed in late 2022.

2731

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Upon commencement, the Company estimates recording a ROU asset and operating lease liability of approximately $29,000 and $30,000, respectively, in connection with this lease.

Information related to the Company's leases is presented below as of ~~March 31,~~June 30, 2021 and December 31, 2020:


			March 31,			December 31,					June 30,			December 31,
		Classification	2021			2020				Classification	2021			2020
Right-of-use assets:	Right-of-use assets:								Right-of-use assets:
Operating leases	Operating leases	Operating lease right-of-use assets	$	48,453		$	49,537		Operating leases	Operating lease right-of-use assets	$	45,423		$	49,537
Finance leases	Finance leases	Premises and equipment, net	1,560			1,588			Finance leases	Premises and equipment, net	1,533			1,588
Total right-of-use assets	Total right-of-use assets		$	50,013		$	51,125		Total right-of-use assets		$	46,956		$	51,125
Lease liabilities:	Lease liabilities:								Lease liabilities:
Operating leases	Operating leases	Operating lease liabilities	$	54,232		$	55,187		Operating leases	Operating lease liabilities	$	50,396		$	55,187
Finance leases	Finance leases	Borrowings	1,576			1,598			Finance leases	Borrowings	1,555			1,598
Total lease liabilities	Total lease liabilities		$	55,808		$	56,785		Total lease liabilities		$	51,951		$	56,785
Weighted average remaining lease term (in years) - operating	Weighted average remaining lease term (in years) - operating		12.1			12.2			Weighted average remaining lease term (in years) - operating		12.3			12.2
Weighted average remaining lease term (in years) - finance	Weighted average remaining lease term (in years) - finance		14.1			14.4			Weighted average remaining lease term (in years) - finance		13.9			14.4
Weighted average discount rate - operating	Weighted average discount rate - operating		2.66		%	2.65		%	Weighted average discount rate - operating		2.72		%	2.65		%
Weighted average discount rate - finance	Weighted average discount rate - finance		1.76		%	1.76		%	Weighted average discount rate - finance		1.76		%	1.76		%

The components of total lease expense included in the consolidated statements of income were as follows:


		Three Months Ended						Three Months Ended			Six Months Ended
		March 31,						June 30,			June 30,
		Classification	2021		2020			Classification	2021			2020		2021		2020
Operating lease costs
Operating lease costs:							Operating lease costs:
Amortization of right-of-use asset	Amortization of right-of-use asset	Occupancy and equipment	$	1,939	$	1,289	Amortization of right-of-use asset	Occupancy and equipment	$	2,171		$	1,389	$	4,110	$	2,678
Short-term lease cost	Short-term lease cost	Occupancy and equipment	87		136		Short-term lease cost	Occupancy and equipment	102			30		189		166
Variable lease cost	Variable lease cost	Occupancy and equipment	235		138		Variable lease cost	Occupancy and equipment	241			160		476		298
Lease impairment		Occupancy and equipment	38		0
Finance lease costs

Gain on lease modifications and terminations							Gain on lease modifications and terminations	Occupancy and equipment	(787)			0		(787)		0
Finance lease costs:							Finance lease costs:
Interest on lease liabilities	Interest on lease liabilities	Interest expense on borrowings	6		0		Interest on lease liabilities	Interest expense on borrowings	8			0		14		0
Amortization of right-of-use asset	Amortization of right-of-use asset	Occupancy and equipment	28		0		Amortization of right-of-use asset	Occupancy and equipment	27			0		55		0
Total lease cost	Total lease cost		$	2,333	$	1,563	Total lease cost		$	1,762		$	1,579	$	4,057	$	3,142

During the three and six months ended June 30, 2021, the Company recorded a $787 gain on lease modifications and terminations on certain vacated locations that were consolidated as a result of acquisitions.

The Company does not separate lease and non-lease components and instead elects to account for them as a single lease component. Variable lease cost primarily represents variable payments such as common area maintenance, utilities, and property taxes.

2832

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

A maturity analysis of operating and finance lease liabilities and a reconciliation of undiscounted cash flows to the total lease liability as of ~~March 31,~~June 30, 2021 is as follows:


		Operating		Finance			Operating		Finance
		Leases		Lease			Leases		Lease
Lease payments due:	Lease payments due:					Lease payments due:
March 31, 2022		$	8,037	$	114
March 31, 2023		7,339		117
March 31, 2024		6,190		118
March 31, 2025		5,444		120
March 31, 2026		4,899		122
June 30, 2022						June 30, 2022	$	7,734	$	115
June 30, 2023						June 30, 2023	6,759		117
June 30, 2024						June 30, 2024	5,696		119
June 30, 2025						June 30, 2025	5,002		121
June 30, 2026						June 30, 2026	4,675		122
Thereafter	Thereafter	33,008		1,194		Thereafter	30,976		1,164
Total undiscounted future minimum lease payments	Total undiscounted future minimum lease payments	64,917		1,785		Total undiscounted future minimum lease payments	60,842		1,758
Less: imputed interest	Less: imputed interest	(10,685)		(209)		Less: imputed interest	(10,446)		(203)
Lease liability	Lease liability	$	54,232	$	1,576	Lease liability	$	50,396	$	1,555

Note (7)—Mortgage servicing rights:

Changes in the Company’s mortgage servicing rights were as follows for the three and six months ended ~~March 31,~~June 30, 2021 and 2020:


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020

Carrying value at beginning of period	Carrying value at beginning of period		$	79,997	$	75,521		Carrying value at beginning of period		$	104,192	$	62,581	$	79,997	$	75,521
Capitalization	Capitalization		11,594		7,796			Capitalization		10,573		12,267		22,167		20,063

Change in fair value:	Change in fair value:							Change in fair value:
Due to pay-offs/pay-downs	Due to pay-offs/pay-downs		(9,321)		(4,643)			Due to pay-offs/pay-downs		(7,865)		(7,277)		(17,186)		(11,920)
Due to change in valuation inputs or assumptions	Due to change in valuation inputs or assumptions		21,922		(16,093)			Due to change in valuation inputs or assumptions		(5,285)		(7,063)		16,637		(23,156)
Carrying value at end of period	Carrying value at end of period		$	104,192	$	62,581		Carrying value at end of period		$	101,615	$	60,508	$	101,615	$	60,508

The following table summarizes servicing income and expense, which are included in 'Mortgage banking income' and 'Other noninterest expense', respectively, within the Mortgage segment operating results for the three and six months ended ~~March 31,~~June 30, 2021 and 2020:


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020
Servicing income:	Servicing income:							Servicing income:
Servicing income	Servicing income		$	6,931	$	5,018		Servicing income		$	6,788	$	5,113	$	13,719	$	10,131
Change in fair value of mortgage servicing rights	Change in fair value of mortgage servicing rights		12,601		(20,736)			Change in fair value of mortgage servicing rights		(13,150)		(14,340)		(549)		(35,076)
Change in fair value of derivative hedging instruments	Change in fair value of derivative hedging instruments		(17,864)		14,868			Change in fair value of derivative hedging instruments		10,005		1,102		(7,859)		15,970
Servicing income	Servicing income		1,668		(850)			Servicing income		3,643		(8,125)		5,311		(8,975)
Servicing expenses	Servicing expenses		2,532		1,401			Servicing expenses		2,693		1,992		5,225		3,393
Net servicing loss (1)			$	(864)	$	(2,251)
Net servicing income (loss)(1)								Net servicing income (loss)(1)		$	950	$	(10,117)	$	86	$	(12,368)

(1) Excludes benefit of custodial service related noninterest-bearing deposits held by the Bank.

2933

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Data and key economic assumptions related to the Company’s mortgage servicing rights as of ~~March 31,~~June 30, 2021 and December 31, 2020 are as follows:


		March 31,			December 31,				June 30,			December 31,
		2021			2020				2021			2020
Unpaid principal balance	Unpaid principal balance	$	10,113,716		$	9,787,657		Unpaid principal balance	$	10,527,708		$	9,787,657
Weighted-average prepayment speed (CPR)	Weighted-average prepayment speed (CPR)	8.04		%	14.07		%	Weighted-average prepayment speed (CPR)	11.07		%	14.07		%
Estimated impact on fair value of a 10% increase	Estimated impact on fair value of a 10% increase	$	(4,247)		$	(4,493)		Estimated impact on fair value of a 10% increase	$	(4,840)		$	(4,493)
Estimated impact on fair value of a 20% increase	Estimated impact on fair value of a 20% increase	$	(8,191)		$	(8,599)		Estimated impact on fair value of a 20% increase	$	(9,311)		$	(8,599)
Discount rate	Discount rate	11.81		%	11.49		%	Discount rate	11.05		%	11.49		%
Estimated impact on fair value of a 100 bp increase	Estimated impact on fair value of a 100 bp increase	$	(4,166)		$	(2,942)		Estimated impact on fair value of a 100 bp increase	$	(3,981)		$	(2,942)
Estimated impact on fair value of a 200 bp increase	Estimated impact on fair value of a 200 bp increase	$	(8,024)		$	(5,674)		Estimated impact on fair value of a 200 bp increase	$	(7,700)		$	(5,674)
Weighted-average coupon interest rate	Weighted-average coupon interest rate	3.45		%	3.58		%	Weighted-average coupon interest rate	3.35		%	3.58		%
Weighted-average servicing fee (basis points)	Weighted-average servicing fee (basis points)	28			28			Weighted-average servicing fee (basis points)	28			28
Weighted-average remaining maturity (in months)	Weighted-average remaining maturity (in months)	329			328			Weighted-average remaining maturity (in months)	329			328

The Company hedges the mortgage servicing rights portfolio with various derivative instruments to offset changes in the fair value of the related mortgage servicing rights. See Note 10, "Derivatives" for additional information on these hedging instruments.

As of ~~March 31,~~June 30, 2021 and December 31, 2020, mortgage escrow deposits totaled to ~~$170,861~~$166,126 and $147,957, respectively.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Note (8)—Income taxes:

An allocation of federal and state income taxes between current and deferred portions is presented below:

For the Three Months Ended March 31,
2021 2020
Current $ 5,949 $ 8,168
Deferred 9,639 (8,088)
Total $ 15,588 $ 80


	Three Months Ended June 30,
	2021		2020
Current	$	9,541	$	15,747
Deferred	3,899		(8,292)
Total	$	13,440	$	7,455

	Six Months Ended June 30,
	2021		2020
Current	$	15,490	$	23,915
Deferred	13,538		(16,380)
Total	$	29,028	$	7,535

The following table presents a reconciliation of federal income taxes at the statutory federal rate of 21% to the Company's effective tax rates for the three and six months ended ~~March 31,~~June 30, 2021 and 2020:


		For the Three Months Ended March 31,								Three Months Ended June 30,
		2021				2020						2021					2020
Federal taxes calculated at statutory rate	Federal taxes calculated at statutory rate	$	14,377	21.0	%	$	173	21.0	%		Federal taxes calculated at statutory rate		$	11,916	21.0	%		$	6,369	21.0	%
Increase (decrease) resulting from:	Increase (decrease) resulting from:										Increase (decrease) resulting from:
State taxes, net of federal benefit	State taxes, net of federal benefit	1,750		2.6	%	(132)		(16.0)	%		State taxes, net of federal benefit		1,879		3.3	%		1,298		4.3	%
Expense (benefit) from equity based compensation		(221)		(0.3)	%	139		16.8	%

(Benefit) expense from equity based compensation											(Benefit) expense from equity based compensation		(124)		(0.2)	%		22		0.1	%
Municipal interest income, net of interest disallowance	Municipal interest income, net of interest disallowance	(424)		(0.6)	%	(264)		(32.0)	%		Municipal interest income, net of interest disallowance		(419)		(0.7)	%		(310)		(1.0)	%
Bank owned life insurance	Bank owned life insurance	(84)		(0.1)	%	(18)		(2.2)	%		Bank owned life insurance		(82)		(0.1)	%		(17)		(0.1)	%
Merger costs		0		0	%	131		15.9	%
Merger and offering costs											Merger and offering costs		127		0.2	%		32		0.1	%
Section 162(m) limitation	Section 162(m) limitation	227		0.3	%	0		0	%		Section 162(m) limitation		21		0	%		0		0	%
Other	Other	(37)		(0.1)	%	51		6.2	%		Other		122		0.2	%		61		0.2	%
Income tax expense, as reported	Income tax expense, as reported	$	15,588	22.8	%	$	80	9.7	%		Income tax expense, as reported		$	13,440	23.7	%		$	7,455	24.6	%

													Six Months Ended June 30,
													2021					2020
Federal taxes calculated at statutory rate											Federal taxes calculated at statutory rate		$	26,293	21.0	%		$	6,542	21.0	%
Increase (decrease) resulting from:											Increase (decrease) resulting from:
State taxes, net of federal benefit											State taxes, net of federal benefit		3,629		2.9	%		1,166		3.7	%
(Benefit) expense from equity based compensation											(Benefit) expense from equity based compensation		(345)		(0.3)	%		161		0.5	%
Municipal interest income, net of interest disallowance											Municipal interest income, net of interest disallowance		(843)		(0.7)	%		(574)		(1.8)	%
Bank owned life insurance											Bank owned life insurance		(166)		(0.1)	%		(35)		(0.1)	%
Merger and offering costs											Merger and offering costs		127		0.1	%		163		0.5	%
Section 162(m) limitation											Section 162(m) limitation		248		0.2	%		0		0	%
Other											Other		85		0.1	%		112		0.4	%
Income tax expense, as reported											Income tax expense, as reported		$	29,028	23.2	%		$	7,535	24.2	%

As of August 15, 2020, the Company acquired $8,346 of net operating losses from Franklin. The net operating loss carryforwards can be used to offset taxable income in future periods and reduce income tax liabilities in those future periods. While net operating losses are subject to certain annual utilization limits under IRC Section 382, the Company believes the net operating losses carryforward will be realized based on the projected annual limitation and the length of the net operating loss carryover period. The Company's determination of the realization of the net deferred tax asset is based on its assessment of all available positive and negative evidence. The net operating loss carryforward is set to expire as of December 31, ~~2030.~~2029.

The Company is subject to Internal Revenue Code Section 162(m), which limits the deductibility of compensation of certain individuals. The restricted stock unit plans that existed prior to the corporation being public will have payments in

~~FB Financial Corporation and subsidiaries~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~(Dollar amounts are in thousands, except share and per share amounts)~~

2021 after the reliance period defined in the Section 162 regulations. Under the limitations of IRC Section 162(m), the Company will not be able to realize the deferred tax asset established on certain restricted stock units granted to these

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

covered individuals. Therefore, a valuation allowance was established in the first quarter of 2021 for the Company's inability to take the benefit of the exercise of the restricted stock units. It is the Company’s policy to apply the IRC Section 162(m) limitations to stock based compensation first; therefore, the first quarter 2021 nondeductible IRC Section 162(m) expense was related to cash compensation and expense on the exercised restricted stock units that were above the limit as defined in IRC Section 162(m).

The components of the net deferred tax assets at ~~March 31,~~June 30, 2021 and December 31, 2020, are as follows:


		March 31,		December 31			June 30,		December 31
		2021		2020			2021		2020
Deferred tax assets:	Deferred tax assets:					Deferred tax assets:
Allowance for credit losses	Allowance for credit losses	$	44,590	$	48,409	Allowance for credit losses	$	40,878	$	48,409
Operating lease liabilities	Operating lease liabilities	14,247		14,496		Operating lease liabilities	13,067		14,496
Federal net operating loss	Federal net operating loss	1,753		1,753		Federal net operating loss	1,753		1,753

Deferred compensation	Deferred compensation	10,385		8,872		Deferred compensation	8,572		8,872

Unrealized loss on cash flow hedges	Unrealized loss on cash flow hedges	387		499		Unrealized loss on cash flow hedges	364		499
Other	Other	18,804		19,101		Other	19,817		19,101
Subtotal	Subtotal	90,166		93,130		Subtotal	84,451		93,130
Deferred tax liabilities:	Deferred tax liabilities:					Deferred tax liabilities:
FHLB stock dividends	FHLB stock dividends	$	(561)	$	(561)	FHLB stock dividends	$	(561)	$	(561)
Operating leases - right of use assets	Operating leases - right of use assets	(12,912)		(13,197)		Operating leases - right of use assets	(11,831)		(13,197)
Depreciation	Depreciation	(7,235)		(7,491)		Depreciation	(7,088)		(7,491)
Amortization of core deposit intangibles	Amortization of core deposit intangibles	(510)		(684)		Amortization of core deposit intangibles	(349)		(684)
Unrealized gain on equity securities	Unrealized gain on equity securities	(3,785)		(17)		Unrealized gain on equity securities	(3,877)		(17)

Unrealized gain on debt securities	Unrealized gain on debt securities	(5,193)		(13,027)		Unrealized gain on debt securities	(5,987)		(13,027)
Mortgage servicing rights	Mortgage servicing rights	(27,107)		(20,803)		Mortgage servicing rights	(26,435)		(20,803)
Goodwill	Goodwill	(11,912)		(11,301)		Goodwill	(12,522)		(11,301)
Other	Other	(10,140)		(9,653)		Other	(9,828)		(9,653)
Subtotal	Subtotal	(79,355)		(76,734)		Subtotal	(78,478)		(76,734)
Net deferred tax assets	Net deferred tax assets	$	10,811	$	16,396	Net deferred tax assets	$	5,973	$	16,396

Note (9)—Commitments and contingencies:

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates.

Commitments may expire without being used. Off-balance sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.


		March 31,		December 31,			June 30,		December 31,
		2021		2020			2021		2020
Commitments to extend credit, excluding interest rate lock commitments	Commitments to extend credit, excluding interest rate lock commitments	$	2,613,370	$	2,719,996	Commitments to extend credit, excluding interest rate lock commitments	$	2,529,697	$	2,719,996
Letters of credit	Letters of credit	49,578		67,598		Letters of credit	68,792		67,598
Balance at end of period	Balance at end of period	$	2,662,948	$	2,787,594	Balance at end of period	$	2,598,489	$	2,787,594

As of ~~March 31,~~June 30, 2021 and December 31, 2020, loan commitments included above with floating interest rates totaled ~~$1.92~~$1.82 billion and $1.65 billion, respectively.

3136

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The table below presents activity within the allowance for credit losses on unfunded commitments for the three and six months ended ~~March 31,~~June 30, 2021 and 2020:


		For the Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020			2021		2020		2021		2020
Balance at beginning of period	Balance at beginning of period	$	16,378	$	0	Balance at beginning of period	$	14,156	$	4,618	$	16,378	$	0
Impact of CECL adoption on provision for credit losses on unfunded commitments	Impact of CECL adoption on provision for credit losses on unfunded commitments	0		2,947		Impact of CECL adoption on provision for credit losses on unfunded commitments	0		0		0		2,947
Increase in provision for credit losses from unfunded commitments acquired in business combination	Increase in provision for credit losses from unfunded commitments acquired in business combination	0		70		Increase in provision for credit losses from unfunded commitments acquired in business combination	0		0		0		70
Provision for credit losses on unfunded commitments	Provision for credit losses on unfunded commitments	(2,222)		1,601		Provision for credit losses on unfunded commitments	(954)		1,882		(3,176)		3,483
Balance at end of period	Balance at end of period	$	14,156	$	4,618	Balance at end of period	$	13,202	$	6,500	$	13,202	$	6,500

In connection with the sale of mortgage loans to third party investors, the Company makes usual and customary representations and warranties as to the propriety of its origination activities. Occasionally, the investors require the Company to repurchase loans sold to them under the terms of the warranties. When this happens, the loans are recorded at fair value with a corresponding charge to a valuation reserve. The total principal amount of loans repurchased (or indemnified for) was ~~$708~~$761 and ~~$2,799~~$1,469 for the three and six months ended ~~March 31,~~June 30, 2021, respectively and $1,568 and $4,367 for the three and six months ended June 30, 2020, respectively. The Company has established a reserve associated with loan repurchases. This reserve is recorded in accrued expenses and other liabilities on the consolidated balance sheets.

The following table summarizes the activity in the repurchase reserve:


		For the Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020
Balance at beginning of period	Balance at beginning of period		$	5,928	$	3,529		Balance at beginning of period		$	6,284	$	3,829	$	5,928	$	3,529
Provision for loan repurchases or indemnifications	Provision for loan repurchases or indemnifications		440		372			Provision for loan repurchases or indemnifications		(706)		855		(266)		1,227

Losses on loans repurchased or indemnified	Losses on loans repurchased or indemnified		(84)		(72)			Losses on loans repurchased or indemnified		(89)		(83)		(173)		(155)
Balance at end of period	Balance at end of period		$	6,284	$	3,829		Balance at end of period		$	5,489	$	4,601	$	5,489	$	4,601

3237

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Note (10)—Derivatives:

The Company utilizes derivative financial instruments as part of its ongoing efforts to manage its interest rate risk exposure as well as the exposure for its customers. Derivative financial instruments are included in the consolidated balance sheets line item “Other assets” or “Other liabilities” at fair value in accordance with ASC 815, “Derivatives and Hedging.”

The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Under such commitments, interest rates for mortgage loans are typically locked in for between 45 to 90 days with the customer. These interest rate lock commitments are recorded at fair value in the Company’s consolidated balance sheets. The Company also enters into best effort or mandatory delivery forward commitments to sell residential mortgage loans to secondary market investors. Gains and losses arising from changes in the valuation of the rate-lock commitments and forward commitments are recognized currently in earnings and are reflected under the line item “Mortgage banking income” on the consolidated statements of income.

The Company enters into forward commitments, futures and options contracts that are not designated as hedging instruments as economic hedges to offset the changes in fair value of Mortgage servicing ~~rights ("MSRs").~~rights. Gains and losses associated with these instruments are included in earnings and are reflected under the line item “Mortgage banking income” on the consolidated statements of income.

Additionally, the Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with customer contracts, the Company enters into an offsetting derivative contract. The Company manages its credit risk, or potential risk of default by its commercial customers through credit limit approval and monitoring procedures.

The Company also maintains 2 interest rate swap agreements with notional amounts totaling $30,000 used to hedge interest rate exposure on outstanding subordinated debentures included in long-term debt totaling $30,930. Under these agreements, the Company receives a variable rate of interest equal to 3-month LIBOR and pays a weighted average fixed rate of interest of 2.08%. The interest rate swap contracts, which mature in June of 2024, are designated as cash flow hedges with the objective of reducing the variability in cash flows resulting from changes in interest rates. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the fair value of these contracts resulted in liability balances of ~~$1,481~~$1,391 and $1,909, respectively.

In July 2017, the Company entered into 3 interest rate swap contracts on floating rate liabilities at the Bank level with notional amounts of $30,000, $35,000 and $35,000 for a period of three, four and five years, respectively. These interest rate swaps were designated as cash flow hedges with the objective of reducing the variability of cash flows associated with $100,000 of FHLB borrowings. During 2018, these swaps were canceled, locking in a tax-adjusted gain of $1,564 in other comprehensive income to be accreted over the three, four and five-year terms of the underlying contracts. During the year ended December 31, 2020, the Company did not renew the advances associated with the legacy cash flow hedge, and reclassified the remaining unamortized gain, from accumulated other comprehensive income to earnings.

3338

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following tables provide details on the Company’s derivative financial instruments as of the dates presented:


		March 31, 2021							June 30, 2021
		Notional Amount		Asset		Liability			Notional Amount		Asset		Liability
Not designated as hedging:	Not designated as hedging:							Not designated as hedging:
Interest rate contracts	Interest rate contracts	$	685,330	$	26,419	$	26,272	Interest rate contracts	$	650,268	$	26,355	$	26,168
Forward commitments	Forward commitments	1,575,965		25,835		0		Forward commitments	1,172,717		0		1,401
Interest rate-lock commitments	Interest rate-lock commitments	1,058,779		12,949		0		Interest rate-lock commitments	787,258		13,120		0
Futures contracts	Futures contracts	413,200		0		2,999		Futures contracts	502,500		2,707		0

Total	Total	$	3,733,274	$	65,203	$	29,271	Total	$	3,112,743	$	42,182	$	27,569


	December 31, 2020
	Notional Amount		Asset		Liability
Not designated as hedging:
Interest rate contracts	$	606,878	$	34,547	$	34,317
Forward commitments	1,358,328		0		11,633
Interest rate-lock commitments	1,191,621		34,391		0
Futures contracts	375,400		0		383

Total	$	3,532,227	$	68,938	$	46,333


		March 31, 2021							June 30, 2021
		Notional Amount		Asset		Liability			Notional Amount		Asset		Liability
Designated as hedging:	Designated as hedging:							Designated as hedging:
Interest rate swaps	Interest rate swaps	$	30,000	$	0	$	1,481	Interest rate swaps	$	30,000	$	0	$	1,391


	December 31, 2020
	Notional Amount		Asset		Liability
Designated as hedging:
Interest rate swaps	$	30,000	$	0	$	1,909

Gains (losses) included in the consolidated statements of income related to the Company’s derivative financial instruments were as follows:


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020
Not designated as hedging instruments (included in mortgage banking income):	Not designated as hedging instruments (included in mortgage banking income):							Not designated as hedging instruments (included in mortgage banking income):
Interest rate lock commitments	Interest rate lock commitments		$	(21,442)	$	20,462		Interest rate lock commitments		$	171	$	9,541	$	(21,271)	$	30,003
Forward commitments	Forward commitments		43,258		(26,457)			Forward commitments		(19,200)		(13,993)		24,058		(40,450)
Futures contracts	Futures contracts		(16,332)		10,911			Futures contracts		9,104		631		(7,228)		11,542

Total	Total		$	5,484	$	4,916		Total		$	(9,925)	$	(3,821)	$	(4,441)	$	1,095


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020
Designated as hedging:	Designated as hedging:							Designated as hedging:
Amount of gain reclassified from other comprehensive income and recognized in interest expense on borrowings, net of taxes of $0 and $52			$	0	$	147
Amount of gain reclassified from other comprehensive income and recognized in interest expense on borrowings, net of taxes of $0, $52, $0, and $104								Amount of gain reclassified from other comprehensive income and recognized in interest expense on borrowings, net of taxes of $0, $52, $0, and $104		$	0	$	148	$	0	$	295
Loss included in interest expense on borrowings	Loss included in interest expense on borrowings		(137)		(12)			Loss included in interest expense on borrowings		(143)		(62)		(280)		(74)
Total	Total		$	(137)	$	135		Total		$	(143)	$	86	$	(280)	$	221

3439

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following discloses the amount included in other comprehensive income, net of tax, for derivative instruments designated as cash flow hedges for the periods presented:


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020
Designated as hedging:	Designated as hedging:							Designated as hedging:
Amount of gain (loss) recognized in other comprehensive income, net of tax $112 and $403			$	316	$	(1,145)
Amount of gain (loss) recognized in other comprehensive income, net of tax $23, $(40), $135, and $(443)								Amount of gain (loss) recognized in other comprehensive income, net of tax $23, $(40), $135, and $(443)		$	67	$	(112)	$	383	$	(1,257)

Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheets when the “right of offset” exists or when the instruments are subject to an enforceable master netting agreement, which includes the right of the non-defaulting party or non-affected party to offset recognized amounts, including collateral posted with the counterparty, to determine a net receivable or net payable upon early termination of the agreement. Certain of the Company’s derivative instruments are subject to master netting agreements, however the Company has not elected to offset such financial instruments in the consolidated balance sheets. The following table presents the Company's gross derivative positions as recognized in the consolidated balance sheets as well as the net derivative positions, including collateral pledged to the extent the application of such collateral did not reduce the net derivative liability position below 0, had the Company elected to offset those instruments subject to an enforceable master netting agreement:


		Offsetting Derivative Assets				Offsetting Derivative Liabilities					Offsetting Derivative Assets				Offsetting Derivative Liabilities
		March 31, 2021		December 31, 2020		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Gross amounts recognized	Gross amounts recognized	$	5,901	$	3,863	$	21,416	$	34,051	Gross amounts recognized	$	4,466	$	3,863	$	23,536	$	34,051
Gross amounts offset in the consolidated balance sheets	Gross amounts offset in the consolidated balance sheets	0		0		0		0		Gross amounts offset in the consolidated balance sheets	0		0		0		0
Net amounts presented in the consolidated balance sheets	Net amounts presented in the consolidated balance sheets	5,901		3,863		21,416		34,051		Net amounts presented in the consolidated balance sheets	4,466		3,863		23,536		34,051

Gross amounts not offset in the consolidated balance sheets	Gross amounts not offset in the consolidated balance sheets									Gross amounts not offset in the consolidated balance sheets
Less: financial instruments	Less: financial instruments	5,360		857		5,360		857		Less: financial instruments	3,146		857		3,146		857
Less: financial collateral pledged	Less: financial collateral pledged	0		0		16,056		33,194		Less: financial collateral pledged	0		0		20,390		33,194
Net amounts	Net amounts	$	541	$	3,006	$	0	$	0	Net amounts	$	1,320	$	3,006	$	0	$	0

Most derivative contracts with clients are secured by collateral. Additionally, in accordance with the interest rate agreements with derivatives dealers, the Company may be required to post margin to these counterparties. At ~~March 31,~~June 30, 2021 and December 31, 2020, the Company had minimum collateral posting thresholds with certain derivative counterparties and had collateral posted of ~~$57,123~~$66,557 and $57,985, respectively, against its obligations under these agreements. Cash collateral related to derivative contracts is recorded in other assets in the consolidated balance sheets.

Note (11)—Fair value of financial instruments:

FASB ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.

3540

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The hierarchy is broken down into the following three levels, based on the reliability of inputs:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.

The Company records the fair values of financial assets and liabilities on a recurring and non-recurring basis using the following methods and assumptions:

Investment ~~securities-Investment~~securities - Investment securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Investment securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2. When significant inputs to the valuation are unobservable, the available-for-sale securities are classified within Level 3 of the fair value hierarchy.

Where no active market exists for a security or other benchmark securities, fair value is estimated by the Company with reference to discount margins for other high-risk securities.

Loans held for ~~sale-Loans~~sale - Loans held for sale are carried at fair value. Fair value is determined using current secondary market prices for loans with similar characteristics for the mortgage portfolio, that is, using Level 2 inputs. Commercial loans held for sale at fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, credit metrics and collateral value when appropriate. As such, these are considered Level 3.

~~Derivatives-The~~Derivatives - The fair value of the Company's interest rate swaps are based upon fair values provided from entities that engage in interest rate swap activity and is based upon projected future cash flows and interest rates. Fair value of commitments is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered. These financial instruments are classified as Level 2.

~~Other real estate owned (“OREO”)-OREO~~OREO - OREO is comprised of commercial and residential real estate obtained in partial or total satisfaction of loan obligations and excess land and facilities held for sale. OREO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. The valuations are classified as Level 3.

Mortgage servicing ~~rights-MSRs~~rights - MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3.

Collateral dependent ~~loans-loans~~loans - Collateral dependent loans are loans for which, based on current information and events, the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral and it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collateral dependent loans are classified as Level 3.

3641

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The following table contains the estimated fair values and the related carrying values of the Company's financial instruments. Items which are not financial instruments are not included.


		Fair Value											Fair Value
March 31, 2021		Carrying amount		Level 1		Level 2		Level 3		Total
June 30, 2021												June 30, 2021	Carrying amount		Level 1		Level 2		Level 3		Total
Financial assets:	Financial assets:											Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,895,133	$	1,895,133	$	0	$	0	$	1,895,133	Cash and cash equivalents	$	1,717,097	$	1,717,097	$	0	$	0	$	1,717,097
Investment securities	Investment securities	1,229,845		0		1,229,845		0		1,229,845		Investment securities	1,409,175		0		1,409,175		0		1,409,175

Loans, net	Loans, net	6,889,388		0		0		7,042,144		7,042,144		Loans, net	7,054,291		0		0		7,199,111		7,199,111
Loans held for sale	Loans held for sale	1,009,762		0		834,779		174,983		1,009,762		Loans held for sale	821,529		0		697,407		124,122		821,529
Interest receivable	Interest receivable	44,393		30		5,376		38,987		44,393		Interest receivable	42,083		72		6,119		35,892		42,083
Mortgage servicing rights	Mortgage servicing rights	104,192		0		0		104,192		104,192		Mortgage servicing rights	101,615		0		0		101,615		101,615
Derivatives	Derivatives	65,203		0		65,203		0		65,203		Derivatives	42,182		0		42,182		0		42,182
Financial liabilities:	Financial liabilities:											Financial liabilities:
Deposits:	Deposits:											Deposits:
Without stated maturities	Without stated maturities	$	8,876,456	$	8,876,456	$	0	$	0	$	8,876,456	Without stated maturities	$	8,921,516	$	8,921,516	$	0	$	0	$	8,921,516
With stated maturities	With stated maturities	1,380,430		0		1,391,861		0		1,391,861		With stated maturities	1,282,440		0		1,292,720		0		1,292,720
Securities sold under agreement to repurchase and federal funds sold	Securities sold under agreement to repurchase and federal funds sold	29,234		29,234		0		0		29,234		Securities sold under agreement to repurchase and federal funds sold	33,056		33,056		0		0		33,056

Subordinated debt	Subordinated debt	149,369		0		0		150,954		150,954		Subordinated debt	149,351		0		0		153,631		153,631
Other borrowings	Other borrowings	1,576		0		1,576		0		1,576		Other borrowings	1,555		0		1,555		0		1,555
Interest payable	Interest payable	4,187		246		3,110		831		4,187		Interest payable	4,136		169		2,442		1,525		4,136
Derivatives	Derivatives	30,752		0		30,752		0		30,752		Derivatives	28,960		0		28,960		0		28,960


	Fair Value
December 31, 2020	Carrying amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,317,898	$	1,317,898	$	0	$	0	$	1,317,898
Investment securities	1,176,991		0		1,176,991		0		1,176,991

Loans, net	6,912,570		0		0		7,058,693		7,058,693
Loans held for sale	899,173		0		683,770		215,403		899,173
Interest receivable	43,603		33		5,254		38,316		43,603
Mortgage servicing rights	79,997		0		0		79,997		79,997
Derivatives	68,938		0		68,938		0		68,938
Financial liabilities:
Deposits:
Without stated maturities	$	8,020,783	$	8,020,783	$	0	$	0	$	8,020,783
With stated maturities	1,437,254		0		1,446,605		0		1,446,605
Securities sold under agreement to repurchase and federal funds sold	32,199		32,199		0		0		32,199

Subordinated debt	189,527		0		0		192,149		192,149
Other borrowings	16,598		0		16,598		0		16,598
Interest payable	6,772		327		4,210		2,235		6,772
Derivatives	48,242		0		48,242		0		48,242

3742

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The balances and levels of the assets measured at fair value on a recurring basis at ~~March 31,~~June 30, 2021 are presented in the following table:


March 31, 2021		Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
At June 30, 2021										At June 30, 2021	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Recurring valuations:	Recurring valuations:									Recurring valuations:
Financial assets:	Financial assets:									Financial assets:
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:

U.S. government agency securities										U.S. government agency securities	$	0	$	8,255	$	0	$	8,255
Mortgage-backed securities - residential	Mortgage-backed securities - residential	$	0	$	838,708	$	0	$	838,708	Mortgage-backed securities - residential	0		1,035,003		0		1,035,003
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	0		20,635		0		20,635		Mortgage-backed securities - commercial	0		15,161		0		15,161
Municipal securities	Municipal securities	0		348,776		0		348,776		Municipal securities	0		332,883		0		332,883
Treasury securities	Treasury securities	0		14,576		0		14,576		Treasury securities	0		10,534		0		10,534
Corporate securities	Corporate securities	0		2,483		0		2,483		Corporate securities	0		2,536		0		2,536
Equity securities	Equity securities	0		4,667		0		4,667		Equity securities	0		4,803		0		4,803
Total		$	0	$	1,229,845	$	0	$	1,229,845
Total securities										Total securities	$	0	$	1,409,175	$	0	$	1,409,175
Loans held for sale	Loans held for sale	$	0	$	834,779	$	174,983	$	1,009,762	Loans held for sale	0		697,407		124,122		821,529
Mortgage servicing rights	Mortgage servicing rights	0		0		104,192		104,192		Mortgage servicing rights	0		0		101,615		101,615
Derivatives	Derivatives	0		65,203		0		65,203		Derivatives	0		42,182		0		42,182
Financial Liabilities:	Financial Liabilities:									Financial Liabilities:
Derivatives	Derivatives	0		30,752		0		30,752		Derivatives	0		28,960		0		28,960

The balances and levels of the assets measured at fair value on a non-recurring basis at ~~March 31,~~June 30, 2021 are presented in the following table:


At March 31, 2021		Quoted prices in active markets for identical assets (liabilities (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
At June 30, 2021										At June 30, 2021	Quoted prices in active markets for identical assets (liabilities (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Non-recurring valuations:	Non-recurring valuations:									Non-recurring valuations:
Financial assets:	Financial assets:									Financial assets:
Other real estate owned	Other real estate owned	$	0	$	0	$	3,870	$	3,870	Other real estate owned	$	0	$	0	$	6,927	$	6,927
Collateral dependent loans:	Collateral dependent loans:									Collateral dependent loans:
Commercial and industrial	Commercial and industrial	$	0	$	0	$	13,219	$	13,219	Commercial and industrial	$	0	$	0	$	15,220	$	15,220
Construction	Construction	0		0		5,513		5,513		Construction	0		0		5,993		5,993
Residential real estate:	Residential real estate:									Residential real estate:
1-4 family mortgage	1-4 family mortgage	0		0		1,725		1,725		1-4 family mortgage	0		0		1,615		1,615
Residential line of credit	Residential line of credit	0		0		1,256		1,256		Residential line of credit	0		0		1,241		1,241
Multifamily		0		0		485		485

Commercial real estate:	Commercial real estate:									Commercial real estate:
Owner occupied	Owner occupied	0		0		13,451		13,451		Owner occupied	0		0		10,045		10,045
Non-owner occupied	Non-owner occupied	0		0		11,781		11,781		Non-owner occupied	0		0		11,624		11,624

Total collateral dependent loans	Total collateral dependent loans	$	0	$	0	$	47,430	$	47,430	Total collateral dependent loans	$	0	$	0	$	45,738	$	45,738

3843

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The balances and levels of the assets measured at fair value on a recurring basis at December 31, 2020 are presented in the following table:


At December 31, 2020	At December 31, 2020	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total		At December 31, 2020	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Recurring valuations:	Recurring valuations:									Recurring valuations:
Financial assets:	Financial assets:									Financial assets:
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:
U.S. government agency securities	U.S. government agency securities	$	0	$	2,003	$	0	$	2,003	U.S. government agency securities	$	0	$	2,003	$	0	$	2,003
Mortgage-backed securities - residential	Mortgage-backed securities - residential	0		773,336		0		773,336		Mortgage-backed securities - residential	0		773,336		0		773,336
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	0		21,588		0		21,588		Mortgage-backed securities - commercial	0		21,588		0		21,588
Municipals, tax-exempt	Municipals, tax-exempt	0		356,329		0		356,329		Municipals, tax-exempt	0		356,329		0		356,329
Treasury securities	Treasury securities	0		16,628		0		16,628		Treasury securities	0		16,628		0		16,628
Corporate securities	Corporate securities	0		2,516		0		2,516		Corporate securities	0		2,516		0		2,516
Equity securities	Equity securities	0		4,591		0		4,591		Equity securities	0		4,591		0		4,591
Total		$	0	$	1,176,991	$	0	$	1,176,991
Total securities										Total securities	$	0	$	1,176,991	$	0	$	1,176,991
Loans held for sale	Loans held for sale	$	0	$	683,770	$	215,403	$	899,173	Loans held for sale	$	0	$	683,770	$	215,403	$	899,173
Mortgage servicing rights	Mortgage servicing rights	0		0		79,997		79,997		Mortgage servicing rights	0		0		79,997		79,997
Derivatives	Derivatives	0		68,938		0		68,938		Derivatives	0		68,938		0		68,938
Financial Liabilities:	Financial Liabilities:									Financial Liabilities:
Derivatives	Derivatives	0		48,242		0		48,242		Derivatives	0		48,242		0		48,242

3944

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The balances and levels of the assets measured at fair value on a non-recurring basis at December 31, 2020 are presented in the following table:


At December 31, 2020	At December 31, 2020	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total		At December 31, 2020	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Non-recurring valuations:	Non-recurring valuations:									Non-recurring valuations:
Financial assets:	Financial assets:									Financial assets:
Other real estate owned	Other real estate owned	$	0	$	0	$	6,662	$	6,662	Other real estate owned	$	0	$	0	$	6,662	$	6,662
Collateral dependent loans:	Collateral dependent loans:									Collateral dependent loans:
Commercial and industrial	Commercial and industrial	$	0	$	0	$	1,728	$	1,728	Commercial and industrial	$	0	$	0	$	1,728	$	1,728
Construction	Construction	0		0		3,877		3,877		Construction	0		0		3,877		3,877
Residential real estate:	Residential real estate:									Residential real estate:
1-4 family mortgage	1-4 family mortgage	0		0		226		226		1-4 family mortgage	0		0		226		226
Residential line of credit	Residential line of credit	0		0		1,174		1,174		Residential line of credit	0		0		1,174		1,174
Commercial real estate:	Commercial real estate:									Commercial real estate:
Owner occupied	Owner occupied	0		0		3,391		3,391		Owner occupied	0		0		3,391		3,391
Non-owner occupied	Non-owner occupied	0		0		8,164		8,164		Non-owner occupied	0		0		8,164		8,164

Total		$	0	$	0	$	18,560	$	18,560
Total collateral dependent loans										Total collateral dependent loans	$	0	$	0	$	18,560	$	18,560

The following tables present information as of ~~March 31,~~June 30, 2021 and December 31, 2020 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

As of June 30, 2021

Financial instrument

Fair Value

Valuation technique

Significant
Unobservable inputs

Range of
inputs

Collateral dependent loans

~~47,430~~45,738

Valuation of collateral

Discount for comparable sales

0%-30%

Other real estate owned

~~3,870~~6,927

Appraised value of property less costs to sell

Discount for costs to sell

0%-15%

As of December 31, 2020

Financial instrument

Fair Value

Valuation technique

Significant
Unobservable inputs

Range of
inputs

Collateral dependent loans

18,560

Valuation of collateral

Discount for comparable sales

0%-30%

Other real estate owned

6,662

Appraised value of property less costs to sell

Discount for costs to sell

0%-15%

For collateral dependent loans, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair value of the loan's collateral is determined by third-party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on changes in market conditions from the time of valuation and management's knowledge of the client and client's business. Other real estate owned acquired in settlement of indebtedness is recorded at fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Any write-downs based on the asset's fair value at the date of foreclosure are charged to the allowance for credit losses. Appraisals for both collateral dependent loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics. Collateral dependent loans that are dependent on recovery through sale of equipment, such as farm equipment, automobiles and aircrafts are generally valued based on public source pricing or subscription services while more complex assets are valued through leveraging brokers who have expertise in the collateral involved.

4045

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Fair value option

The following table summarizes the Company's loans held for sale, at fair value, as of the dates presented:

March 31, December 31,
2021 2020
Commercial and industrial $ 174,983 $ 215,403
Residential real estate:
1-4 family mortgage 834,779 683,770
Total loans held for sale $ 1,009,762 $ 899,173


	June 30,		December 31,
	2021		2020
Commercial and industrial	$	124,122	$	215,403
Residential real estate:
1-4 family mortgage	697,407		683,770
Total loans held for sale	$	821,529	$	899,173

Mortgage loans held for sale

The Company measures mortgage loans originated for sale at fair value under the fair value option as permitted under ASC 825, "Financial Instruments" ("ASC 825"). Electing to measure these assets at fair value reduces certain timing differences and more accurately matches the changes in fair value of the loans with changes in the fair value of derivative instruments used to economically hedge them.

Net ~~losses~~gains (losses) of ~~$20,716~~$9,730 and $(10,986) resulting from fair value changes of mortgage loans were recorded in income during the three and six months ended ~~March 31,~~June 30, 2021, respectively, compared to net gains of ~~$5,818~~$8,048 and $13,866 during the three and six months ended ~~March 31,~~June 30, 2020, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both loans held for sale and the related derivative instruments are recorded in Mortgage Banking Income in the consolidated statements of income. Election of the fair value option allows the Company to reduce the accounting volatility that would otherwise result from the asymmetry created by accounting for the financial instruments at the lower of cost or fair value and the derivatives at fair value.

Government National Mortgage Association (GNMA) optional repurchase programs allow financial institutions to buy back

individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing and was the original transferor. At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100 percent of the remaining principal balance of the loan. Under FASB ASC Topic 860, “Transfers and Servicing,” this buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When the Company is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be brought back onto the balance sheet, regardless of whether the Company intends to exercise the buy-back option if the buyback option provides the transferor a more-than-trivial benefit. As of ~~March 31,~~June 30, 2021, and December 31, 2020, there were ~~$143,100~~$120,880 and $151,184, respectively, of delinquent GNMA loans previously sold that the Company did not record on its consolidated balance sheets as the Company determined there not to be a more-than-trivial benefit based on an analysis of interest rates and an assessment of potential reputational risk associated with these loans.

The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these mortgage loans held for sale, valuation adjustments attributable to instrument-specific credit risk is nominal.

Commercial loans held for sale

The Company also has a portfolio of shared national credits and institutional healthcare loans that were acquired during 2020 in the acquisition of Franklin. These commercial loans are also being measured under the fair value option. As such, these loans are excluded from the allowance for credit losses. The following table sets forth the changes in fair value associated with this portfolio.

4146

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)


		Three months ended March 31, 2021							Three Months Ended June 30, 2021
		Principal Balance		Fair Value Discount		Fair Value			Principal Balance		Fair Value Discount		Fair Value
Carrying value at beginning of period	Carrying value at beginning of period	$	239,063	$	(23,660)	$	215,403	Carrying value at beginning of period	$	197,490	$	(22,506)	$	174,984
Change in fair value:	Change in fair value:							Change in fair value:
Pay-downs and pay-offs	Pay-downs and pay-offs	(39,566)		0		(39,566)		Pay-downs and pay-offs	(52,226)		0		(52,226)
Write-offs to discount	Write-offs to discount	(2,007)		2,007		0		Write-offs to discount	(9,292)		9,292		0
Changes in valuation included in other noninterest income	Changes in valuation included in other noninterest income	0		(853)		(853)		Changes in valuation included in other noninterest income	0		1,364		1,364
Carrying value at end of period	Carrying value at end of period	$	197,490	$	(22,506)	$	174,984	Carrying value at end of period	$	135,972	$	(11,850)	$	124,122

									Six Months Ended June 30, 2021
									Principal Balance		Fair Value Discount		Fair Value
Carrying value at beginning of period								Carrying value at beginning of period	$	239,063	$	(23,660)	$	215,403
Change in fair value:								Change in fair value:
Pay-downs and pay-offs								Pay-downs and pay-offs	(91,792)		0		(91,792)
Write-offs to discount								Write-offs to discount	(11,299)		11,299		0
Changes in valuation included in other noninterest income								Changes in valuation included in other noninterest income	0		511		511
Carrying value at end of period								Carrying value at end of period	$	135,972	$	(11,850)	$	124,122

Interest income on loans held for sale measured at fair value is accrued as it is earned based on contractual rates and is reflected in loan interest income in the consolidated statements of income.

The following table summarizes the differences between the fair value and the principal balance for loans held for sale and nonaccrual loans measured at fair value as of ~~March 31,~~June 30, 2021 and December 31, 2020:


March 31, 2021		Aggregate fair value		Aggregate Unpaid Principal Balance		Difference
June 30, 2021								June 30, 2021	Aggregate fair value		Aggregate Unpaid Principal Balance		Difference
Mortgage loans held for sale measured at fair value	Mortgage loans held for sale measured at fair value	$	834,779	$	823,612	$	11,167	Mortgage loans held for sale measured at fair value	$	697,407	$	676,510	$	20,897
Commercial loans held for sale measured at fair value	Commercial loans held for sale measured at fair value	162,204		172,702		(10,498)		Commercial loans held for sale measured at fair value	118,278		124,846		(6,568)
Past due loans of 90 days or more		0		0		0

Nonaccrual loans	Nonaccrual loans	12,779		24,788		(12,009)		Nonaccrual loans	5,844		11,126		(5,282)

December 31, 2020	December 31, 2020							December 31, 2020
Mortgage loans held for sale measured at fair value	Mortgage loans held for sale measured at fair value	$	683,770	$	651,887	$	31,883	Mortgage loans held for sale measured at fair value	$	683,770	$	651,887	$	31,883
Commercial loans held for sale measured at fair value	Commercial loans held for sale measured at fair value	208,914		226,867		(17,953)		Commercial loans held for sale measured at fair value	208,914		226,867		(17,953)
Past due loans of 90 days or more	Past due loans of 90 days or more	83		163		(80)		Past due loans of 90 days or more	83		163		(80)
Nonaccrual loans	Nonaccrual loans	6,406		12,033		(5,627)		Nonaccrual loans	6,406		12,033		(5,627)

Note (12)—Segment reporting:

The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Company determines reportable segments based on the significance of the segment’s operating results to the overall Company, the products and services offered, customer characteristics, processes and service delivery of the segments and the regular financial performance review and allocation of resources by the Chief Executive Officer, ~~(“CEO”),~~ the Company’s chief operating decision maker. The Company has identified 2 distinct reportable segments—Banking and Mortgage. The Company’s primary segment is Banking, which provides a full 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 2 distinct delivery channels: retail and ConsumerDirect. Additionally, the Mortgage segment includes the servicing of residential mortgage loans and the packaging and securitization of loans to governmental agencies. The Company’s mortgage division represents a distinct reportable segment which differs from the Company’s primary business of commercial and retail banking.

~~During the three months ended~~As previously reported, on March 31, 2021, the Company re-evaluated its business segments and revised to align all mortgage activities with the Mortgage segment. Previously, the Company had attributed retail mortgage activities originating from geographical locations within the footprint of the Company's branches to the Banking segment. Results for the comparable prior period have been revised to reflect this realignment. The impact of this change on previously reported segment results was the reclassification of mortgage retail footprint total net contribution of ~~$3.5 million~~$5,398 and $8,874 from the Banking segment to the Mortgage segment for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

The financial performance of the Mortgage segment is assessed based on results of operations reflecting direct revenues and expenses and allocated expenses. This approach gives management a better indication of the operating performance of the segment. When assessing the Banking segment’s financial performance, the CEO utilizes reports with indirect revenues and expenses including but not limited to the investment portfolio, electronic delivery channels and areas that primarily support the banking segment operations. Therefore, these are included in the results of the Banking segment.

~~FB Financial Corporation and subsidiaries~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~(Dollar amounts are in thousands, except share and per share amounts)~~

Other indirect revenue and expenses related to general administrative areas are also included in the internal financial results reports of the Banking segment utilized by the CEO for analysis and are thus included for Banking segment reporting. The Mortgage segment utilizes funding sources from the Banking segment in order to fund mortgage loans that are ultimately sold on the secondary market. The Mortgage segment uses the proceeds from loan sales to repay obligations due to the Banking segment.

The following tables provide segment financial information for ~~the years~~three and six months ended ~~March 31,~~June 30, 2021 and 2020 as follows:


Three Months Ended March 31, 2021		Banking		Mortgage		Consolidated
Three months ended June 30, 2021								Three months ended June 30, 2021	Banking		Mortgage		Consolidated
Net interest income	Net interest income	$	82,597	$	(21)	$	82,576	Net interest income	$	86,553	$	10	$	86,563
Provisions for credit losses(1)	Provisions for credit losses(1)	(13,854)		0		(13,854)		Provisions for credit losses(1)	(13,839)		0		(13,839)
Mortgage banking income(2)	Mortgage banking income(2)	0		60,595		60,595		Mortgage banking income(2)	0		38,644		38,644
Change in fair value of mortgage servicing rights, net of hedging(2)	Change in fair value of mortgage servicing rights, net of hedging(2)	0		(5,263)		(5,263)		Change in fair value of mortgage servicing rights, net of hedging(2)	0		(3,145)		(3,145)
Other noninterest income	Other noninterest income	11,398		0		11,398		Other noninterest income	14,002		(201)		13,801
Depreciation and amortization	Depreciation and amortization	1,858		198		2,056		Depreciation and amortization	1,618		344		1,962
Amortization of intangibles	Amortization of intangibles	1,440		0		1,440		Amortization of intangibles	1,394		0		1,394

Other noninterest expense	Other noninterest expense	52,437		38,765		91,202		Other noninterest expense	55,182		34,422		89,604
Income before income taxes	Income before income taxes	$	52,114	$	16,348	$	68,462	Income before income taxes	$	56,200	$	542	$	56,742
Income tax expense	Income tax expense					15,588		Income tax expense					13,440
Net income applicable to FB Financial Corporation and noncontrolling interest	Net income applicable to FB Financial Corporation and noncontrolling interest					$	52,874	Net income applicable to FB Financial Corporation and noncontrolling interest					43,302
Net income applicable to noncontrolling interest(3)	Net income applicable to noncontrolling interest(3)					0		Net income applicable to noncontrolling interest(3)					8
Net income applicable to FB Financial Corporation	Net income applicable to FB Financial Corporation					$	52,874	Net income applicable to FB Financial Corporation					$	43,294
Total assets	Total assets	$	10,787,955	$	1,147,871	$	11,935,826	Total assets	$	10,908,107	$	1,010,260	$	11,918,367
Goodwill	Goodwill	242,561		0		242,561		Goodwill	242,561		0		242,561

(1)Included ~~$2,222~~$(954) in provision for credit losses on unfunded commitments.

(2)Change in fair value of mortgage servicing rights, net of hedging is included in mortgage banking income in the Company's consolidated statements of income.

(3)Banking segment includes noncontrolling interest.


Three months ended June 30, 2020	Banking		Mortgage		Consolidated
Net interest income	$	55,350	$	(13)	$	55,337
Provisions for credit losses(1)	25,921		0		25,921
Mortgage banking income(2)	0		85,406		85,406
Change in fair value of mortgage servicing rights, net of hedging(2)	0		(13,238)		(13,238)
Other noninterest income	9,323		0		9,323
Depreciation and amortization	1,503		247		1,750
Amortization of intangibles	1,205		0		1,205

Other noninterest expense(3)	39,332		38,292		77,624
(Loss) income before income taxes	$	(3,288)	$	33,616	$	30,328
Income tax expense					7,455
Net income applicable to FB Financial Corporation and noncontrolling interest					22,873
Net income applicable to noncontrolling interest(4)					0
Net income applicable to FB Financial Corporation					$	22,873
Total assets	$	6,632,506	$	623,030	$	7,255,536
Goodwill	175,441		0		175,441

(1)Included $1,882 in provision for credit losses on unfunded commitments.

(2)Change in fair value of mortgage servicing rights, net of hedging is included in mortgage banking income in the Company's consolidated statements of income.

(3)Included $1,586 of merger costs in the Banking Segment primarily related to the integration of Farmers National

(4)Banking segment includes noncontrolling interest.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)


Six Months Ended June 30, 2021	Banking		Mortgage		Consolidated
Net interest income	$	169,150	$	(11)	$	169,139
Provisions for credit losses(1)	(27,693)		0		(27,693)
Mortgage banking income(2)	0		99,239		99,239
Change in fair value of mortgage servicing rights, net of hedging(2)	0		(8,408)		(8,408)
Other noninterest income	25,400		(201)		25,199
Depreciation and amortization	3,476		672		4,148
Amortization of intangibles	2,834		0		2,834

Other noninterest expense	107,619		73,057		180,676
Income before income taxes	$	108,314	$	16,890	$	125,204
Income tax expense					29,028
Net income applicable to FB Financial Corporation and noncontrolling interest					96,176
Net income applicable to noncontrolling interest(3)					8
Net income applicable to FB Financial Corporation					$	96,168
Total assets	$	10,908,107	$	1,010,260	$	11,918,367
Goodwill	242,561		0		242,561

(1)Included $(3,176) in provision for credit losses on unfunded commitments.

(2)Change in fair value of mortgage servicing rights, net of hedging is included in mortgage banking income in the Company's consolidated statements of income.

(3)Banking segment includes noncontrolling interest.


Three Months Ended March 31, 2020		Banking		Mortgage		Consolidated
Six Months Ended June 30, 2020								Six Months Ended June 30, 2020	Banking		Mortgage		Consolidated
Net interest income	Net interest income	$	56,233	$	16	$	56,249	Net interest income	$	111,583	$	3	$	111,586
Provisions for credit losses(1)	Provisions for credit losses(1)	29,565		0		29,565		Provisions for credit losses(1)	55,486		0		55,486
Mortgage banking income(2)	Mortgage banking income(2)	0		38,613		38,613		Mortgage banking income(2)	0		124,019		124,019
Change in fair value of mortgage servicing rights, net of hedging(2)	Change in fair value of mortgage servicing rights, net of hedging(2)	0		(5,868)		(5,868)		Change in fair value of mortgage servicing rights, net of hedging(2)	0		(19,106)		(19,106)
Other noninterest income	Other noninterest income	9,955		0		9,955		Other noninterest income	19,278		0		19,278
Depreciation and amortization	Depreciation and amortization	1,492		120		1,612		Depreciation and amortization	2,995		497		3,492
Amortization of intangibles	Amortization of intangibles	1,203		0		1,203		Amortization of intangibles	2,408		0		2,408

Other noninterest expense(3)	Other noninterest expense(3)	41,122		24,622		65,744		Other noninterest expense(3)	80,454		62,784		143,238
Income before income taxes		$	(7,194)	$	8,019	$	825
(Loss) income before income taxes								(Loss) income before income taxes	$	(10,482)	$	41,635	$	31,153
Income tax expense	Income tax expense					80		Income tax expense					7,535

Net income applicable to FB Financial Corporation and noncontrolling interest								Net income applicable to FB Financial Corporation and noncontrolling interest					23,618
Net income applicable to noncontrolling interest(4)								Net income applicable to noncontrolling interest(4)					0
Net income applicable to FB Financial Corporation	Net income applicable to FB Financial Corporation					$	745	Net income applicable to FB Financial Corporation					$	23,618
Total assets	Total assets	$	6,122,217	$	533,470	$	6,655,687	Total assets	$	6,632,506	$	623,030	$	7,255,536
Goodwill	Goodwill	174,859		0		174,859		Goodwill	175,441		0		175,441

(1)Includes ~~$1,601~~$3,483 in provision for credit losses on unfunded commitments.

(2)~~Included~~Change in fair value of mortgage servicing rights, net of hedging is included in mortgage banking income in the Company's consolidated statements of income.

(3)Includes ~~$3,050 in~~$4,636 of merger costs in the Banking segment related to the Farmers National acquisition and the Franklin merger.

.(4)Banking segment includes noncontrolling interest.

Our Banking segment provides our Mortgage segment with a warehouse line of credit that is used to fund mortgage loans held for sale. The warehouse line of credit, which is eliminated in consolidation, had a prime interest rate of 3.25% as of ~~both March 31,~~June 30, 2021 and 2020, and is limited based on interest income earned by the Mortgage segment. The amount of interest paid by our Mortgage segment to our Banking segment under this warehouse line of credit is recorded as interest income to our Banking segment and as interest expense to our Mortgage segment, both of which are included in the calculation of net interest income for each segment. The amount of interest paid by our Mortgage segment to our Banking segment under this warehouse line of credit was ~~$5,400~~$6,110 and ~~$2,375~~$3,335 for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $11,510 and $5,710 for the six months ended June 30, 2021 and 2020, respectively.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Note (13)—Minimum capital requirements:

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

Under regulatory guidance for non-advanced approaches institutions, the Bank and Company are required to maintain minimum capital ratios as outlined in the table below. Additionally, under U.S. Basel III Capital Rules, the decision was made to opt out of including accumulated other comprehensive income in regulatory capital. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Bank and Company met all capital adequacy requirements to which they are subject.

In March 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC announced a final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The final rule maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company adopted the capital transition relief over the permissible five-year period.

Actual and required capital amounts and ratios are included below as of the dates indicated.


		Actual				Minimum Capital adequacy with capital buffer			To be well capitalized under prompt corrective action provisions					Actual						Minimum Capital adequacy with capital buffer	To be well capitalized under prompt corrective action provisions
March 31, 2021		Amount		Ratio			Amount		Ratio		Amount		Ratio
																Amount		Ratio			Amount		Ratio		Amount		Ratio
June 30, 2021															June 30, 2021
Total Capital (to risk-weighted assets)	Total Capital (to risk-weighted assets)														Total Capital (to risk-weighted assets)
FB Financial Corporation	FB Financial Corporation	$	1,353,195	14.6	%		$	972,054	10.5	%	N/A		N/A		FB Financial Corporation	$	1,383,471	14.9	%		$	974,690	10.5	%	N/A		N/A
FirstBank	FirstBank	1,316,420		14.2	%		970,431		10.5	%	$	924,220	10.0	%	FirstBank	1,317,759		14.2	%		971,072		10.5	%	$	924,831	10.0	%
Tier 1 Capital (to risk-weighted assets)	Tier 1 Capital (to risk-weighted assets)														Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation	FB Financial Corporation	$	1,138,657	12.3	%		$	786,901	8.5	%	N/A		N/A		FB Financial Corporation	$	1,177,609	12.7	%		$	789,034	8.5	%	N/A		N/A
FirstBank	FirstBank	1,121,997		12.1	%		785,587		8.5	%	$	739,376	8.0	%	FirstBank	1,131,897		12.2	%		786,106		8.5	%	$	739,865	8.0	%
Tier 1 Capital (to average assets)	Tier 1 Capital (to average assets)														Tier 1 Capital (to average assets)
FB Financial Corporation	FB Financial Corporation	$	1,138,657	10.1	%		$	450,971	4.0	%	N/A		N/A		FB Financial Corporation	$	1,177,609	10.1	%		$	466,866	4.0	%	N/A		N/A
FirstBank	FirstBank	1,121,997		10.0	%		450,889		4.0	%	$	563,611	5.0	%	FirstBank	1,131,897		9.7	%		465,961		4.0	%	$	582,451	5.0	%
Common Equity Tier 1 Capital (to risk-weighted assets)	Common Equity Tier 1 Capital (to risk-weighted assets)														Common Equity Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation	FB Financial Corporation	$	1,108,657	12.0	%		$	648,036	7.0	%	N/A		N/A		FB Financial Corporation	$	1,147,609	12.4	%		$	649,793	7.0	%	N/A		N/A
FirstBank	FirstBank	1,121,997		12.1	%		646,954		7.0	%	$	600,743	6.5	%	FirstBank	1,131,897		12.2	%		647,382		7.0	%	$	601,140	6.5	%

Actual Minimum Capital
adequacy with
capital buffer To be well capitalized
under prompt corrective
action provisions
December 31, 2020 Amount Ratio Amount Ratio Amount Ratio
Total Capital (to risk-weighted assets)
FB Financial Corporation $ 1,358,897 15.0 % $ 952,736 10.5 % N/A N/A
FirstBank 1,353,279 14.9 % 951,327 10.5 % $ 906,026 10.0 %
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation $ 1,090,364 12.0 % $ 771,262 8.5 % N/A N/A
FirstBank 1,142,548 12.6 % 770,122 8.5 % $ 724,820 8.0 %
Tier 1 Capital (to average assets)
FB Financial Corporation $ 1,090,364 10.0 % $ 435,064 4.0 % N/A N/A
FirstBank 1,142,548 10.5 % 435,279 4.0 % $ 544,098 5.0 %
Common Equity Tier 1 Capital
(to risk-weighted assets)
FB Financial Corporation $ 1,060,364 11.7 % $ 635,157 7.0 % N/A N/A
FirstBank 1,142,548 12.6 % 634,218 7.0 % $ 588,917 6.5 %


	Actual				Minimum Capital adequacy with capital buffer			To be well capitalized under prompt corrective action provisions
	Amount		Ratio			Amount		Ratio		Amount		Ratio
December 31, 2020
Total Capital (to risk-weighted assets)
FB Financial Corporation	$	1,358,897	15.0	%		$	952,736	10.5	%	N/A		N/A
FirstBank	1,353,279		14.9	%		951,327		10.5	%	$	906,026	10.0	%
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation	$	1,090,364	12.0	%		$	771,262	8.5	%	N/A		N/A
FirstBank	1,142,548		12.6	%		770,122		8.5	%	$	724,820	8.0	%
Tier 1 Capital (to average assets)
FB Financial Corporation	$	1,090,364	10.0	%		$	435,064	4.0	%	N/A		N/A
FirstBank	1,142,548		10.5	%		435,279		4.0	%	$	544,098	5.0	%
Common Equity Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation	$	1,060,364	11.7	%		$	635,157	7.0	%	N/A		N/A
FirstBank	1,142,548		12.6	%		634,218		7.0	%	$	588,917	6.5	%

4450

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

Note (14)—Stock-Based Compensation

Restricted Stock Units

The Company grants restricted stock units under compensation arrangements for the benefit of employees, executive officers, and directors. Restricted stock unit grants are subject to time-based vesting. The total number of restricted stock units granted represents the maximum number of restricted stock units eligible to vest based upon the service conditions set forth in the grant agreements.

The following table summarizes information about the changes in restricted stock units as of ~~and for~~ the ~~three months ended March 31, 2021:~~dates indicated:


						Six Months Ended June 30,
						2021			2020
		Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value			Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value		Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Balance at beginning of period	Balance at beginning of period	1,047,071	$	26.06	Balance at beginning of period	1,047,071	$	26.06	826,263	$	23.76
Granted	Granted	177,941	43.13		Granted	193,760	43.06		132,605	33.92
Vested	Vested	(126,011)	34.63		Vested	(159,114)	32.63		(132,203)	32.52
Forfeited	Forfeited	(10,192)	27.72		Forfeited	(29,639)	27.36		(14,826)	34.24
Balance at end of period	Balance at end of period	1,088,809	$	26.56	Balance at end of period	1,052,078	$	27.73	811,839	$	24.84

The total fair value of restricted stock units vested and released was ~~$4,364~~$828 and ~~$4,533~~$5,192 for the three and six months ended ~~March 31,~~June 30, 2021, respectively, and ~~2020, respectively. The weighted average grant date fair value price was $43.13~~$1,048 and ~~$36.71~~$4,299 for the three and six months ended ~~March 31, 2021 and~~June 30, 2020, respectively.

The compensation cost related to stock grants and vesting of restricted stock units was $~~2,466~~2,193 and ~~$1,802~~$4,659 for the three and six months ended ~~March 31,~~June 30, 2021, respectively, and $2,015 and $3,817 for the three and six months ended June 30, 2020, respectively. This included $~~157~~142 and ~~$147~~$299 paid to Company ~~independent~~ directors during the three and six months ended ~~March 31,~~June 30, 2021, respectively, and $231 and $378 during the three and six months ended June 30, 2020, ~~respectively,~~ related to ~~independent~~ director grants and compensation elected to be settled in stock.

As of ~~March 31,~~June 30, 2021 and December 31, 2020, there was ~~$18,103~~$16,091 and $13,436 of total unrecognized compensation cost related to unvested restricted stock units which is expected to be recognized over a weighted-average period of 2.7 years and 2.5 years, respectively. As of ~~March 31,~~June 30, 2021 and December 31, 2020, there were ~~2,188,164~~2,158,408 and 2,240,434 shares available for issuance under the 2016-LTIP plan, respectively. At ~~March 31,~~June 30, 2021 and December 31, 2020, there ~~were $651~~was $741 and $613, respectively, accrued in other liabilities related to dividends declared to be paid upon vesting and distribution of the underlying restricted stock ~~units ("RSUs").~~units.

Performance Based Restricted Stock Units

The following table summarizes information about the changes in performance stock units as of and for the ~~three~~six months ended ~~March 31, 2021:~~June 30, 2021 and 2020.


				Six Months Ended June 30,
				2021			2020
		Performance Stock Units Outstanding	Weighted Average Grant Date Fair Value			Performance Stock Units Outstanding	Weighted Average Grant Date Fair Value		Performance Stock Units Outstanding	Weighted Average Grant Date Fair Value
Balance at beginning of period (unvested)	Balance at beginning of period (unvested)	53,147	36.21		Balance at beginning of period (unvested)	53,147	$	36.21	0	$	0
Granted	Granted	65,131	43.20		Granted	65,304	43.20		53,147	36.21
Vested	Vested	0	0		Vested	0	0		0	0
Forfeited or expired	Forfeited or expired	(485)	36.21		Forfeited or expired	(2,319)	36.73		0	0
Balance at end of period (unvested)	Balance at end of period (unvested)	117,793	39.20		Balance at end of period (unvested)	116,132	$	40.13	53,147	$	36.21

The Company awards performance-based restricted stock units ~~("PSUs")~~ to executives and other officers and employees. Under the terms of the award, the number of units that will vest and convert to shares of common stock will be based on the extent to which the Company achieves specified performance criteria during the fixed three-year performance period. The

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

number of shares issued upon vesting will range from 0% to 200% of the PSUs granted. The PSUs vest at the end of a three-year period based on average adjusted return on tangible equity as reported, adjusted for unusual gains/losses, merger expenses, and other items as approved by the compensation committee of the Company's board of directors. Compensation expense for the PSUs will be estimated each period based on the fair value of the stock at the grant date

~~FB Financial Corporation and subsidiaries~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~(Dollar amounts are in thousands, except share and per share amounts)~~

and the most probable outcome of the performance condition, adjusted for the passage of time within the vesting period of the awards.

The Company ~~granted 65,131 shares of performance based restricted stock units during the three months ended March 31, 2021. The Company~~ recorded compensation cost of ~~$200~~$322 and ~~$81~~$522 during the three and six months ended ~~March 31,~~June 30, 2021 respectively, and $335 and $416 for the three and six months ended June 30, 2020, respectively. As of ~~March 31,~~June 30, 2021, the Company determined the probability of meeting the performance criteria for each grant, and recorded compensation cost associated with a ~~150%~~140.0% (related to shares granted in 2020) and 102.5% (related to shares granted in 2021) vesting, when factoring in the conversion of PSUs to shares of common stock. ~~During the three months ended March 31, 2021. there were 485 forfeitures related to these grants.~~ As of ~~March 31,~~June 30, 2021, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was ~~$5,895,~~$7,829, and the remaining performance period over which the cost could be recognized was ~~2.5~~2.4 years.

Employee Stock Purchase Plan:

The Company maintains an employee stock purchase plan ~~(“ESPP”)~~ under which employees, through payroll deductions, are able to purchase shares of Company common stock. The purchase price is 95% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares and a participant may not purchase more than 725 shares during any offering period (and, in any event, no more than $25 worth of common stock in any calendar year). ~~During~~There were 0 shares issued under ESPP during the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. During the six months ended June 30, 2021 and 2020, there were 21,566 and 12,145 shares of common stock issued under the ESPP, respectively. As of ~~March 31,~~June 30, 2021 and December 31, 2020, there were 2,357,440 and ~~2,397,040~~2,379,006 shares available for issuance under the ESPP, respectively.

Note (15)—Related party transactions:

(A) Loans:

The Bank has made and expects to continue to make loans to the directors, certain management and executive officers of the Company and their affiliates in the ordinary course of business, in compliance with regulatory requirements.

An analysis of loans to executive officers, certain management, and directors of the Bank and their affiliates is presented below:


Loans outstanding at January 1, 2021	$	24,675
New loans and advances	~~901~~1,687
Change in related party status	(98)
Repayments	~~(2,724)~~(4,933)
Loans outstanding at ~~March 31,~~June 30, 2021	$	~~22,754~~21,331

Unfunded commitments to certain executive officers, certain management and directors and their associates totaled ~~$20,267~~$20,465 and $23,059 at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

(B) Deposits:

The Bank held deposits from related parties totaling ~~$221,015~~$303,900 and $245,084 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

The Bank leases various office spaces from entities owned by certain directors of the Company under varying terms. The Company had ~~$45~~$21 and $53 in unamortized leasehold improvements related to these leases at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. These improvements are being amortized over a term not to exceed the length of the lease. Lease expense for these properties totaled ~~$128~~$132 and $260 for the three and six months ended ~~March 31,~~June 30, 2021, respectively, and ~~2020, respectively.~~$128 and $256 for the three and six months ended June 30, 2020.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

(Dollar amounts are in thousands, except share and per share amounts)

(D) Aviation time sharing agreement:

The Company is a participant to aviation time sharing agreements with entities owned by a certain director of the Company. During the three and six months ended ~~March 31,~~June 30, 2021, ~~and 2020,~~ the Company made payments of~~$11~~ $21 and ~~$33,~~$32, respectively, and $58 and $91 during the three and six months ended June 30, 2020, respectively, under these agreements.

(E) Registration rights agreement:

The Company is party to a registration rights agreement with its former majority shareholder entered into in connection with the 2016 IPO, under which the Company is responsible for payment of expenses (other than underwriting discounts and commissions) relating to sales to the public by the shareholder of shares of the Company’s common stock beneficially owned by him. Such expenses include registration fees, legal and accounting fees, and printing costs payable by the Company and expensed when incurred. During the three and six months ended June 30, 2021, the Company paid $605 under this agreement related to the secondary offering completed during the second quarter of 2021. NaN such expenses were incurred during the three and six months ended June 30, 2020.

4653

ITEM 2 – Management’s discussion and analysis of financial condition and results of operations

The following is a discussion of our financial condition at ~~March 31,~~June 30, 2021 and December 31, 2020, and our results of operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020, and should be read in conjunction with our audited consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2020, that was filed with the Securities and Exchange Commission ~~(the "SEC")~~ on March 12, 2021 (our "Annual Report"), and with the accompanying unaudited notes to the consolidated financial statements set forth in this Quarterly Report on Form 10-Q for the quarterly period ended ~~March 31,~~June 30, 2021 (this "Report").

Forward-looking statements

~~Certain statements contained in this press release may constitute~~This quarterly report contains certain forward-looking statements within the meaning of ~~Section 27A of~~ the Private Securities Litigation Reform Act of ~~1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.~~1995. These forward-looking statements include, without limitation, statements regarding the projected impact of the COVID-19 global pandemic on our business operations, statements relating to the ~~timing,~~ benefits, costs, and synergies of the ~~mergers~~merger with Franklin Financial Network, Inc. (“Franklin”) (the ~~“Franklin merger”) and FNB Financial Corp. (“FNB”) (together with the Franklin merger, the “mergers”~~“merger”), and FB Financial’s future plans, results, strategies, and expectations.

These statements 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 management's current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial’s control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial or any other person that such expectations, estimates, and projections will be achieved. Accordingly, FB Financial cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which we operate and/or the US economy generally, (2) the effects of the COVID-19 pandemic, including the magnitude and duration of the pandemic and its impact on ~~general economic and~~the economy, financial ~~market conditions~~markets, and on our business and our customers' business, results of operations, asset quality and financial condition, as well as the efficacy, distribution, and public adoption of vaccines and the impact of the Delta variant of the coronavirus or the emergence of other new variants of the coronavirus, (3) changes in government interest rate policies and its impact on our business, net interest margin, and mortgage operations, (4) our ability to effectively manage problem credits, (5) the risk that the cost savings and any revenue synergies from the merger or another acquisition may not be realized or may take longer than anticipated to be realized, (6) the ability of FB Financial to effectively integrate and manage the larger and more complex operations of the combined company following the merger, (7) FB Financial’s ability to successfully execute its various business strategies, (8) the impact of the recent change in the U.S. presidential administration and Congress and any resulting impact on economic policy, capital markets, federal regulation, and the response to the COVD-19 ~~pandemic, (9)~~pandemic; (8) the potential impact of the proposed phase-out of the ~~London Interbank Offered Rate ("LIBOR")~~LIBOR or other changes involving LIBOR ~~(10)~~(9) the effectiveness of our cyber security controls and procedures to prevent and mitigate attempted ~~intrusions, (11)~~intrusions; (10) the Company's dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, ~~and (12)~~(11) general competitive, economic, political, and market conditions. Further information regarding FB Financial and factors which could affect the forward-looking statements contained herein can be found in FB Financial's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in any of FB Financial's subsequent filings with the Securities and Exchange Commission (the “SEC”)~~.Many~~. Many of these factors are beyond FB Financial’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this ~~release,~~filing, and FB Financial undertakes no obligation to publicly update or review any forward-looking statement, whether 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 FB Financial to predict their occurrence or how they will affect the company.

FB Financial qualifies all forward-looking statements by these cautionary statements.

4754

Critical accounting policies

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles ~~(“GAAP”)~~ and general practices within the banking industry. Within our financial statements, certain financial information contains approximate measurements of financial effects of transactions and impacts at the consolidated balance sheet dates and our results of operations for the reporting periods. We monitor the status of proposed and newly issued accounting standards to evaluate the impact on our financial condition and results of operations. Our accounting policies, including the impact of any newly issued accounting standards, are discussed in further detail in Note 1, "Basis of presentation," in the notes to our consolidated financial statements in ~~our Annual~~this Report.

Selected historical consolidated financial data

The following table presents certain selected historical consolidated financial data as of the dates or for the periods indicated:


		As of or for the three months ended			As of or for the year ended				As of or for the three months ended				As of or for the six months ended				As of or for the year ended

		March 31,			December 31,				June 30,				June 30,				December 31,
(dollars in thousands, except per share data and %)	(dollars in thousands, except per share data and %)		2021		2020		2020			(dollars in thousands, except per share data and %)	2021		2020		2021		2020		2020
Statement of Income Data	Statement of Income Data									Statement of Income Data
Total interest income	Total interest income		$	94,785	$	69,674	$	314,644		Total interest income	$	96,329	$	65,607	$	191,114	$	135,281	$	314,644
Total interest expense	Total interest expense		12,209		13,425		48,986			Total interest expense	9,766		10,270		21,975		23,695		48,986
Net interest income	Net interest income		82,576		56,249		265,658			Net interest income	86,563		55,337		169,139		111,586		265,658
Provisions for credit losses	Provisions for credit losses		(13,854)		29,565		107,967			Provisions for credit losses	(13,839)		25,921		(27,693)		55,486		107,967
Total noninterest income	Total noninterest income		66,730		42,700		301,855			Total noninterest income	49,300		81,491		116,030		124,191		301,855
Total noninterest expense	Total noninterest expense		94,698		68,559		377,085			Total noninterest expense	92,960		80,579		187,658		149,138		377,085
Income before income taxes	Income before income taxes		68,462		825		82,461			Income before income taxes	56,742		30,328		125,204		31,153		82,461
Income tax expense	Income tax expense		15,588		80		18,832			Income tax expense	13,440		7,455		29,028		7,535		18,832
Net income applicable to FB Financial Corporation and noncontrolling interest										Net income applicable to FB Financial Corporation and noncontrolling interest	43,302		22,873		96,176		23,618		63,629
Net income applicable to noncontrolling interest	Net income applicable to noncontrolling interest		—		—		8			Net income applicable to noncontrolling interest	8		—		8		—		8
Net income applicable to FB Financial Corporation	Net income applicable to FB Financial Corporation		52,874		745		63,621			Net income applicable to FB Financial Corporation	$	43,294	$	22,873	$	96,168	$	23,618	$	63,621
Net income			$	52,874	$	745	$	63,629
Net interest income (tax—equivalent basis)	Net interest income (tax—equivalent basis)		$	83,368	$	56,784	$	268,497		Net interest income (tax—equivalent basis)	$	87,321	$	55,977	$	170,689	$	112,761	$	268,497
Per Common Share	Per Common Share									Per Common Share
Basic net income	Basic net income		$	1.12	$	0.02	$	1.69		Basic net income	$	0.91	$	0.71	$	2.03	$	0.75	$	1.69
Diluted net income	Diluted net income		1.10		0.02		1.67			Diluted net income	0.90		0.70		2.00		0.74		1.67
Book value (1)	Book value (1)		28.08		24.40		27.35			Book value (1)	28.96		25.08		28.96		25.08		27.35
Tangible book value (4)	Tangible book value (4)		22.51		18.35		21.73			Tangible book value (4)	23.43		19.07		23.43		19.07		21.73
Cash dividends declared	Cash dividends declared		0.11		0.09		0.36			Cash dividends declared	0.11		0.09		0.22		0.18		0.36

Selected Balance Sheet Data	Selected Balance Sheet Data									Selected Balance Sheet Data
Cash and cash equivalents	Cash and cash equivalents		$	1,895,133	$	425,094	$	1,317,898		Cash and cash equivalents	$	1,717,097	$	717,592	$	1,717,097	$	717,592	$	1,317,898
Loans held for investment	Loans held for investment		7,047,342		4,568,038		7,082,959			Loans held for investment	7,198,954		4,827,023		7,198,954		4,827,023		7,082,959
Allowance for credit losses (5)	Allowance for credit losses (5)		(157,954)		(89,141)		(170,389)			Allowance for credit losses (5)	(144,663)		(113,129)		(144,663)		(113,129)		(170,389)
Loans held for sale			1,009,762		325,304		899,173
Loans held for sale, at fair value										Loans held for sale, at fair value	821,529		435,479		821,529		435,479		899,173
Investment securities, at fair value	Investment securities, at fair value		1,229,845		767,575		1,176,991			Investment securities, at fair value	1,409,175		751,767		1,409,175		751,767		1,176,991
Other real estate owned, net	Other real estate owned, net		11,177		17,072		12,111			Other real estate owned, net	11,986		15,091		11,986		15,091		12,111
Total assets	Total assets		11,935,826		6,655,687		11,207,330			Total assets	11,918,367		7,255,536		11,918,367		7,255,536		11,207,330
Customer deposits	Customer deposits		10,219,173		5,356,569		9,396,478			Customer deposits	10,163,056		5,937,373		10,163,056		5,937,373		9,396,478
Brokered and internet time deposits	Brokered and internet time deposits		37,713		20,363		61,559			Brokered and internet time deposits	40,900		15,428		40,900		15,428		61,559
Total deposits	Total deposits		10,256,886		5,376,932		9,458,037			Total deposits	10,203,956		5,952,801		10,203,956		5,952,801		9,458,037

Borrowings	Borrowings		180,179		327,822		238,324			Borrowings	183,962		328,662		183,962		328,662		238,324
Total common shareholders' equity	Total common shareholders' equity		1,329,103		782,330		1,291,289			Total common shareholders' equity	1,371,721		805,216		1,371,721		805,216		1,291,289

4855


		As of or for the three months ended			As of or for the year ended			As of or for the three months ended				As of or for the six months ended				As of or for the year ended

		March 31,			December 31,			June 30,				June 30,				December 31,
(dollars in thousands, except per share data and %)	(dollars in thousands, except per share data and %)		2021		2020		2020		(dollars in thousands, except per share data and %)	2021		2020		2021		2020		2020
Selected Ratios	Selected Ratios								Selected Ratios
Return on average:	Return on average:								Return on average:
Assets (2)	Assets (2)		1.86	%	0.05	%	0.75	%	Assets (2)	1.46	%	1.30	%	1.66	%	0.70	%	0.75	%
Shareholders' equity (2)	Shareholders' equity (2)		16.5	%	0.39	%	6.58	%	Shareholders' equity (2)	13.0	%	11.6	%	14.7	%	6.07	%	6.58	%
Tangible common equity (4)	Tangible common equity (4)		20.6	%	0.52	%	8.54	%	Tangible common equity (4)	16.1	%	15.3	%	18.3	%	8.04	%	8.54	%
Average shareholders' equity to average assets	Average shareholders' equity to average assets		11.3	%	12.0	%	11.5	%	Average shareholders' equity to average assets	11.3	%	11.2	%	11.3	%	11.6	%	11.5	%
Net interest margin (tax-equivalent basis)	Net interest margin (tax-equivalent basis)		3.19	%	3.92	%	3.46	%	Net interest margin (tax-equivalent basis)	3.18	%	3.50	%	3.18	%	3.70	%	3.46	%
Efficiency ratio	Efficiency ratio		63.4	%	69.3	%	66.4	%	Efficiency ratio	68.4	%	58.9	%	65.8	%	63.3	%	66.4	%
Adjusted efficiency ratio (tax-equivalent basis) (4)	Adjusted efficiency ratio (tax-equivalent basis) (4)		63.0	%	65.7	%	59.2	%	Adjusted efficiency ratio (tax-equivalent basis) (4)	68.9	%	57.5	%	65.8	%	60.9	%	59.2	%
Loans held for investment to deposit ratio	Loans held for investment to deposit ratio		68.7	%	85.0	%	74.9	%	Loans held for investment to deposit ratio	70.6	%	81.1	%	70.6	%	81.1	%	74.9	%
Yield on interest-earning assets	Yield on interest-earning assets		3.66	%	4.84	%	4.09	%	Yield on interest-earning assets	3.53	%	4.14	%	3.59	%	4.48	%	4.09	%
Cost of interest-bearing liabilities	Cost of interest-bearing liabilities		0.65	%	1.27	%	0.94	%	Cost of interest-bearing liabilities	0.49	%	0.94	%	0.57	%	1.11	%	0.94	%
Cost of total deposits	Cost of total deposits		0.41	%	0.94	%	0.62	%	Cost of total deposits	0.31	%	0.65	%	0.36	%	0.79	%	0.62	%

Credit Quality Ratios	Credit Quality Ratios								Credit Quality Ratios
Allowance for credit losses to loans, net of unearned income (5)	Allowance for credit losses to loans, net of unearned income (5)		2.24	%	1.95	%	2.41	%	Allowance for credit losses to loans, net of unearned income (5)	2.01	%	2.34	%	2.01	%	2.34	%	2.41	%
Allowance for credit losses to nonperforming loans (5)	Allowance for credit losses to nonperforming loans (5)		238.5	%	287.5	%	264.3	%	Allowance for credit losses to nonperforming loans (5)	243.0	%	324.8	%	243.0	%	324.8	%	264.3	%
Nonperforming loans to loans, net of unearned income	Nonperforming loans to loans, net of unearned income		0.94	%	0.68	%	0.91	%	Nonperforming loans to loans, net of unearned income	0.83	%	0.72	%	0.83	%	0.72	%	0.91	%
Capital Ratios (Company)	Capital Ratios (Company)								Capital Ratios (Company)
Total common shareholders' equity to assets	Total common shareholders' equity to assets		11.1	%	11.8	%	11.5	%	Total common shareholders' equity to assets	11.5	%	11.1	%	11.5	%	11.1	%	11.5	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)		10.1	%	10.3	%	10.0	%	Tier 1 capital (to average assets)	10.1	%	9.7	%	10.1	%	9.7	%	10.0	%
Tier 1 capital (to risk-weighted assets (3)	Tier 1 capital (to risk-weighted assets (3)		12.3	%	11.6	%	12.0	%	Tier 1 capital (to risk-weighted assets (3)	12.7	%	12.1	%	12.7	%	12.1	%	12.0	%
Total capital (to risk-weighted assets) (3)	Total capital (to risk-weighted assets) (3)		14.6	%	12.5	%	15.0	%	Total capital (to risk-weighted assets) (3)	14.9	%	13.4	%	14.9	%	13.4	%	15.0	%
Tangible common equity to tangible assets (4)	Tangible common equity to tangible assets (4)		9.13	%	9.11	%	9.38	%	Tangible common equity to tangible assets (4)	9.52	%	8.67	%	9.52	%	8.67	%	9.38	%
Common Equity Tier 1 (to risk-weighted assets) (CET1) (3)	Common Equity Tier 1 (to risk-weighted assets) (CET1) (3)		12.0	%	11.0	%	11.7	%	Common Equity Tier 1 (to risk-weighted assets) (CET1) (3)	12.4	%	11.6	%	12.4	%	11.6	%	11.7	%
Capital Ratios (Bank)	Capital Ratios (Bank)								Capital Ratios (Bank)
Total common Shareholders' equity to assets	Total common Shareholders' equity to assets		11.3	%	12.4	%	12.3	%	Total common Shareholders' equity to assets	11.4	%	11.6	%	11.4	%	11.6	%	12.3	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)		10.0	%	10.4	%	10.5	%	Tier 1 capital (to average assets)	9.72	%	9.70	%	9.72	%	9.70	%	10.5	%
Tier 1 capital (to risk-weighted assets) (3)	Tier 1 capital (to risk-weighted assets) (3)		12.1	%	11.7	%	12.6	%	Tier 1 capital (to risk-weighted assets) (3)	12.2	%	12.3	%	12.2	%	12.3	%	12.6	%
Total capital to (risk-weighted assets) (3)	Total capital to (risk-weighted assets) (3)		14.2	%	12.7	%	14.9	%	Total capital to (risk-weighted assets) (3)	14.2	%	13.5	%	14.2	%	13.5	%	14.9	%
Common Equity Tier 1 (to risk-weighted assets) (CET1) (3)	Common Equity Tier 1 (to risk-weighted assets) (CET1) (3)		12.1	%	11.7	%	12.6	%	Common Equity Tier 1 (to risk-weighted assets) (CET1) (3)	12.2	%	12.3	%	12.2	%	12.3	%	12.6	%

(1)Book value per share equals our total shareholders’ equity as of the date presented divided by the number of shares of our common stock outstanding as of the date presented. The number of shares of our common stock outstanding was ~~47,331,680, 32,067,356,~~47,360,950, 32,101,108, and 47,220,743 as of ~~March 31,~~June 30, 2021, ~~March 31,~~June 30, 2020 and December 31, 2020, respectively.

(2)We have calculated our return on average assets and return on average equity for a period by dividing annualized net income for that period by our average assets and average equity, as the case may be, for that period. We calculate our average assets and average equity for a period by dividing the sum of our total asset balance or total stockholder’s equity balance, as the case may be, as of the close of business on each day in the relevant period and dividing by the number of days in the period.

(3)We calculate our risk-weighted assets using the standardized method of the Basel III Framework.

(4)These measures are not measures recognized under generally accepted accounting principles (United States) ~~(“GAAP”)~~, and are therefore considered to be non-GAAP financial measures. See “GAAP reconciliation and management explanation of non-GAAP financial measures” for a reconciliation of these measures to their most comparable GAAP measures.

(5)Excludes reserve for credit losses on unfunded commitments.

4956

GAAP reconciliation and management explanation of non-GAAP financial measures

We identify certain financial measures discussed in this Report as being "non-GAAP financial measures." The non-GAAP financial measures presented in this Report are adjusted efficiency ratio (tax equivalent basis), tangible book value per common share, tangible common equity to tangible assets and return on average tangible equity.

In accordance with the SEC's rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following reconciliation tables provide a more detailed analysis of, and reconciliations for, each of these non-GAAP financial measures.

Adjusted Efficiency ratio (tax equivalent basis)

The adjusted efficiency ratio (tax equivalent basis) is a non-GAAP measure that excludes certain gains (losses), merger and conversion, offering, and mortgage ~~restructuring-related~~restructuring expenses and other selected items. Our management uses this measure in its analysis of our performance. Our management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods, as well as demonstrates the effects of significant gains or losses and changes. The most directly comparable financial measure calculated in accordance with GAAP is the efficiency ratio.

5057

The following table presents, as of the dates set forth below, a reconciliation of our adjusted efficiency ratio (tax-equivalent basis) to our efficiency ratio:


		Three Months Ended March 31,				Year Ended December 31,
(dollars in thousands, except per share data)			2021			2020			2020
(In Thousands, Except Share Data and %)												(In Thousands, Except Share Data and %)	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
													2021			2020			2021			2020			2020
Adjusted efficiency ratio (tax-equivalent basis)	Adjusted efficiency ratio (tax-equivalent basis)											Adjusted efficiency ratio (tax-equivalent basis)
Total noninterest expense	Total noninterest expense		$	94,698		$	68,559		$	377,085		Total noninterest expense	$	92,960		$	80,579		$	187,658		$	149,138		$	377,085

Less merger and conversion, and mortgage restructuring expenses			—			3,050			34,879
Less merger and conversion and offering expenses												Less merger and conversion and offering expenses	605			1,586			605			4,636			34,879
Less gain on lease terminations												Less gain on lease terminations	(787)			—			(787)			—			—
Less FHLB prepayment penalties	Less FHLB prepayment penalties		—			—			6,838			Less FHLB prepayment penalties	—			—			—			—			6,838

Adjusted noninterest expense	Adjusted noninterest expense		$	94,698		$	65,509		$	335,368		Adjusted noninterest expense	$	93,142		$	78,993		$	187,840		$	144,502		$	335,368
Net interest income (tax-equivalent basis)	Net interest income (tax-equivalent basis)		$	83,368		$	56,784		$	268,497		Net interest income (tax-equivalent basis)	$	87,321		$	55,977		$	170,689		$	112,761		$	268,497
Total noninterest income	Total noninterest income		66,730			42,700			301,855			Total noninterest income	49,300			81,491			116,030			124,191			301,855
Less (loss) gain on change in fair value on commercial loans held for sale			(853)			—			3,228
Gain from benefit of cash life insurance			—			—			715
Less gain on change in fair value on commercial loans held for sale												Less gain on change in fair value on commercial loans held for sale	1,364			—			511			—			3,228
Less cash life insurance benefit												Less cash life insurance benefit	—			—			—			—			715

Less gain (loss) on sales of other real estate			496			51			(1,491)
Less (loss) gain on sales or write-downs of other real estate owned and other assets												Less (loss) gain on sales or write-downs of other real estate owned and other assets	(23)			86			473			137			(1,491)
Less loss on other assets	Less loss on other assets		(11)			(328)			(90)			Less loss on other assets	(4)			(54)			(15)			(382)			(90)
Less gain on securities			83			63			1,631
Less gain (loss) from securities, net												Less gain (loss) from securities, net	144			(28)			227			35			1,631
Adjusted noninterest income	Adjusted noninterest income		$	67,015		$	42,914		$	297,862		Adjusted noninterest income	$	47,819		$	81,487		$	114,834		$	124,401		$	297,862
Adjusted operating revenue	Adjusted operating revenue		$	150,383		$	99,698		$	566,359		Adjusted operating revenue	$	135,140		$	137,464		$	285,523		$	237,162		$	566,359
Efficiency ratio (GAAP)	Efficiency ratio (GAAP)		63.4		%	69.3		%	66.4		%	Efficiency ratio (GAAP)	68.4		%	58.9		%	65.8		%	63.3		%	66.4		%
Adjusted efficiency ratio (tax-equivalent basis)	Adjusted efficiency ratio (tax-equivalent basis)		63.0		%	65.7		%	59.2		%	Adjusted efficiency ratio (tax-equivalent basis)	68.9		%	57.5		%	65.8		%	60.9		%	59.2		%

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 are non-GAAP measures that exclude the impact of goodwill and other intangibles used by the Company's management to evaluate capital adequacy. Because intangible assets such as goodwill and other intangibles vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare the Company's capital position to other companies. The most directly comparable financial measure calculated in accordance with GAAP is book value per common share and our total shareholders' equity to total assets.

The following table presents, as of the dates set forth below, tangible common equity compared with total shareholders' equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total shareholders' equity to total assets:

As of March 31, As of December 31,
(dollars in thousands, except share and per share data) 2021 2020 2020
Tangible Assets
Total assets $ 11,935,826 $ 6,655,687 $ 11,207,330
Adjustments:
Goodwill (242,561) (174,859) (242,561)
Core deposit and other intangibles (20,986) (18,876) (22,426)
Tangible assets $ 11,672,279 $ 6,461,952 $ 10,942,343
Tangible Common Equity
Total common shareholders' equity $ 1,329,103 $ 782,330 $ 1,291,289
Adjustments:
Goodwill (242,561) (174,859) (242,561)
Core deposit and other intangibles (20,986) (18,876) (22,426)
Tangible common equity $ 1,065,556 $ 588,595 $ 1,026,302
Common shares outstanding 47,331,680 32,067,356 47,220,743
Book value per common share $ 28.08 $ 24.40 $ 27.35
Tangible book value per common share $ 22.51 $ 18.35 $ 21.73
Total common shareholders' equity to total assets 11.1 % 11.8 % 11.5 %
Tangible common equity to tangible assets 9.13 % 9.11 % 9.38 %


	As of June 30,						As of December 31,
(In Thousands, Except Share Data and %)	2021			2020			2020
Tangible Assets
Total assets	$	11,918,367		$	7,255,536		$	11,207,330
Adjustments:
Goodwill	(242,561)			(175,441)			(242,561)
Core deposit and other intangibles	(19,592)			(17,671)			(22,426)
Tangible assets	$	11,656,214		$	7,062,424		$	10,942,343
Tangible Common Equity
Total common shareholders' equity	$	1,371,721		$	805,216		$	1,291,289
Adjustments:
Goodwill	(242,561)			(175,441)			(242,561)
Core deposit and other intangibles	(19,592)			(17,671)			(22,426)
Tangible common equity	$	1,109,568		$	612,104		$	1,026,302
Common shares outstanding	47,360,950			32,101,108			47,220,743
Book value per common share	$	28.96		$	25.08		$	27.35
Tangible book value per common share	$	23.43		$	19.07		$	21.73
Total common shareholders' equity to total assets	11.5		%	11.1		%	11.5		%
Tangible common equity to tangible assets	9.52		%	8.67		%	9.38		%

Return on average tangible common equity

Return on average tangible common equity is a non-GAAP measure that uses average shareholders' equity and excludes the impact of goodwill and other intangibles. This measurement is also used by the Company's management to evaluate capital adequacy. The following table presents, as of the dates set forth below, reconciliations of total average tangible common equity to average shareholders' equity and return on average tangible common equity to return on average ~~shareholders~~shareholders' equity:


		Three Months Ended March 31,				Year Ended December 31,					Three Months Ended June 30,					Six Months Ended June 30,						Year Ended December 31,
(dollars in thousands)			2021			2020			2020
(In Thousands, Except %)												(In Thousands, Except %)	2021			2020			2021			2020			2020
Return on average tangible common equity	Return on average tangible common equity											Return on average tangible common equity
Total average common shareholders' equity	Total average common shareholders' equity		$	1,303,493		$	768,929		$	966,336		Total average common shareholders' equity	$	1,339,938		$	795,705		$	1,321,947		$	782,475		$	966,336
Adjustments:	Adjustments:											Adjustments:
Average goodwill	Average goodwill		(242,561)			(171,532)			(199,104)			Average goodwill	(242,561)			(175,150)			(242,561)			(173,294)			(199,104)
Average intangibles, net	Average intangibles, net		(21,695)			(18,152)			(22,659)			Average intangibles, net	(20,253)			(18,209)			(20,970)			(18,223)			(22,659)
Average tangible common equity	Average tangible common equity		$	1,039,237		$	579,245		$	744,573		Average tangible common equity	$	1,077,124		$	602,346		$	1,058,416		$	590,958		$	744,573
Net income applicable to FB Financial Corporation	Net income applicable to FB Financial Corporation		$	52,874		$	745		$	63,621		Net income applicable to FB Financial Corporation	$	43,294		$	22,873		$	96,168		$	23,618		$	63,621
Return on average common shareholders' equity	Return on average common shareholders' equity		16.5		%	0.39		%	6.58		%	Return on average common shareholders' equity	13.0		%	11.6		%	14.7		%	6.07		%	6.58		%
Return on average tangible common equity	Return on average tangible common equity		20.6		%	0.52		%	8.54		%	Return on average tangible common equity	16.1		%	15.3		%	18.3		%	8.04		%	8.54		%

Overview

We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly owned bank subsidiary, FirstBank, the third largest bank headquartered in Tennessee, based on total assets. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, ~~North~~Kentucky, Alabama ~~Southern Kentucky,~~ and North ~~Georgia.~~Georgia, and mortgage offices across the Southeast. As of ~~March 31,~~June 30, 2021, our footprint included 81 full-service branches serving the following Tennessee Metropolitan Statistical ~~Areas (“MSAs”):~~Areas: Nashville, Chattanooga (including North Georgia), Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky and Florence and Huntsville, Alabama. We also provide banking services to 16 community markets throughout Tennessee and North Georgia. FirstBank also provides mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States in addition to a national internet delivery channel.

We operate through two segments, Banking and Mortgage. We generate most of our revenue in our Banking segment from interest on loans and investments, loan-related fees, trust and investment services and deposit-related fees. Our primary source of funding for our loans is customer deposits, and, to a lesser extent, unsecured credit lines, ~~Federal Home Loan Bank (“FHLB”)~~FHLB advances, brokered and internet deposits, and other borrowings. We generate most of our revenue in our Mortgage segment from origination fees and gains on sales in the secondary market of mortgage loans that we originate through our retail and online ConsumerDirect channels, as well as from mortgage servicing revenues.

Pandemic Update

During 2020, the COVID-19 health pandemic created a crisis resulting in volatility in financial markets, sudden, unprecedented job losses, and disruption in consumer and commercial behavior, resulting in governments in the United States and globally to intervene with varying levels of direct monetary support and fiscal stimulus packages. All industries, municipalities and consumers have been impacted by the health crisis to some degree, including the markets that we serve. In attempts to “flatten the curve”, businesses not deemed essential were closed or constrained to capacity limitations, individuals were asked to restrict their movements, observe social distancing and shelter in place. These actions resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses, leading to a loss of revenues and a rapid increase in unemployment, widening of credit spreads, dislocation of bond markets, disruption of global supply chains and changes in consumer spending behavior. As certain restrictions began lifting and more businesses were allowed to open their doors in late 2020, we began to experience a slow improvement in commerce through much of our footprint, which continued into the first ~~quarter~~half of 2021 with further easing of restrictions and increasing availability of vaccinations. Despite the pickup in economic activity, commercial and consumer activity has not returned to pre-pandemic levels. Although ~~we are cautiously optimistic,~~most restrictions were lifted and vaccines became widely available during the first half of 2021, during the three months ended June 30, 2021, concern began building regarding the potential impact the new Delta variant of the virus may have on the global economy and the efficacy of available vaccines to protect against widespread infection. As such, there continues to be uncertainty regarding the long term effects ~~of the pandemic~~ on the global economy, which could have a material adverse impact on the ~~markets we serve~~Company's business operations, asset valuations, financial condition, and ~~our business are unknown.~~results of operations.

~~In response to the COVID-19 pandemic, the~~The Company has taken several actions to offer various forms of support to our customers and communities impacted by the virus. In addition, the Company continues to take deliberate actions to ensure the continued health and strength of its balance sheet, including increases in liquidity and managing assets and liabilities in order to maintain a strong capital position.

Mergers and acquisitions

Franklin Financial Network, Inc.

On August 15, 2020, the Company completed its previously announced merger with Franklin Financial Network, Inc, and its wholly owned subsidiaries, with FB Financial Corporation continuing as the surviving entity. Under the terms of the agreement, the Company acquired total assets of $3.63 billion, loans of $2.79 billion and assumed total deposits of $3.12 billion. Total loans acquired included a non-strategic institutional portfolio with a fair value of $326.2 million the Company classified as held for sale. Franklin common shareholders received 15,058,181 shares of the Company's common stock, net of the equivalent value of 44,311 shares withheld on certain Franklin employee equity awards that vested upon change in control, as consideration in connection with the merger, in addition to $31.3 million in cash consideration. The Company also issued replacement restricted stock units to replace those initially granted by Franklin in 2020 that did not vest upon change in control, with a total fair value of $0.7 million attributed to pre-combination service. Based on the

closing price of the Company's common stock on the New York Stock Exchange of $29.52 on August 15, 2020, the merger consideration represented approximately $477.8 million in aggregate consideration.

The merger resulted in goodwill of $67.2 million being recorded based on the fair value of total assets acquired and liabilities assumed in the transaction.

The transaction added a new subsidiary to the Company, FirstBank Risk Management, ~~("FBRM"),~~ which provides risk management services to the Company in the form of enhanced insurance coverages. It also added a new subsidiary to the Bank, FirstBank Investments of Tennessee, Inc. ~~("FBIT")~~, which provides investment services to the Bank. FBIT has a wholly owned subsidiary, FirstBank Investments of Nevada, Inc. ~~("FBIN")~~ to provide investment services to FBIT. FBIN has a controlling interest in a subsidiary, FirstBank Preferred Capital, Inc. ~~("FBPC")~~, which serves as a real estate investment trust, ~~("REIT"),~~ to allow the Bank to sell real estate loans to the REIT to obtain a tax benefit.

FNB Financial Corp. merger

On 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 Company acquired total assets of $258.2 million, loans of $182.2 million and deposits of $209.5 million. The consideration is valued at approximately $50.0 million based on 954,797 shares of the Company's common stock (utilizing the Company's market price of $36.70 on February 14, 2020) and $15.0 million in cash consideration. The acquisition resulted in $6.3 million of goodwill.

Overview of recent financial performance

Results of operations

Three months ended ~~March 31,~~June 30, 2021 compared to the three months ended ~~March 31,~~June 30, 2020

Our net income increased during the three months ended ~~March 31,~~June 30, 2021 to ~~$52.9~~$43.3 million, up from ~~$0.7~~$22.9 million for the three months ended ~~March 31,~~June 30, 2020. Diluted earnings per common share was ~~$1.10~~$0.90 and ~~$0.02~~$0.70 for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. Our net income represented a return on average assets, ~~("ROAA")~~or ROAA, of ~~1.86%~~1.46% and ~~0.05%~~1.30% for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively and a return on average shareholders’ equity, ~~("ROAE")~~or ROAE, of ~~16.5%~~13.0% and ~~0.39%~~11.6% for the same periods. Our ratio of return on average tangible common equity, ~~("ROATCE")~~or ROATCE for the three months ended ~~March 31,~~June 30, 2021 and 2020 was ~~20.6%~~16.1% and ~~0.52%~~15.3%, respectively.

During the three months ended June 30, 2021, net interest income before the provision for credit losses increased to $86.6 million compared with $55.3 million for the three months ended June 30, 2020. Our net interest margin, on a tax-equivalent basis, decreased to 3.18% for the three months ended June 30, 2021, compared with 3.50% for the three months ended June 30, 2020. The decrease was the combined result of sustained lower interest rates on newly issued loans for three months ended June 30, 2021 and a change in balance sheet composition which was illustrated by an increase in excess liquidity, which negatively impacted our NIM by approximately 37 basis points for the three months ended June 30, 2021. Whereas, for the three months ended June 30, 2020, excess liquidity negatively impacted our NIM by approximately 7 basis points. We estimate our excess liquidity to be interest-bearing deposits with other financial institutions in excess of 5% of average tangible assets.

We incurred a decrease in noninterest income of $32.2 million to $49.3 million for the three months ended June 30, 2021, compared with $81.5 million for the same period in the prior year. The decrease in mortgage banking income was the primary driver for the downward movement in noninterest income, which was a result of lower interest rate lock volumes during the three months ended June 30, 2021 when compared with the three months ended June 30, 2020. This decrease was partially offset by reversals in provisions for credit losses of $13.8 million (including a reversal of provision for credit losses on unfunded commitments of $1.0 million) for the three months ended June 30, 2021 compared to recognition of provisions for credit losses of $25.9 million (including a recognition of provision for credit losses on unfunded commitments of $1.9 million) for the three months ended June 30, 2020.

Noninterest expense increased to $93.0 million for the three months ended June 30, 2021, compared with $80.6 million for the three months ended June 30, 2020. The increase in noninterest expense is reflective of the increases in salaries, commissions and personnel-related costs from the incremental head count associated with our growth, including the impact of our acquisition of Franklin.

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

Our net income increased during the six months ended June 30, 2021 to $96.2 million from $23.6 million for the six months ended June 30, 2020. Diluted earnings per common share was $2.00 and $0.74 for the six months ended June 30, 2021 and 2020, respectively. Our net income represented a return on average assets of 1.66% and 0.70% for the six months ended June 30, 2021 and 2020, respectively, and a return on average equity of 14.7% and 6.07% for the same periods. Our ratio of return on average tangible common equity for the six months ended June 30, 2021 and 2020 was 18.3% and 8.04%, respectively.

These results were significantly impacted by the improvement in economic forecasts incorporated in our current expected credit losses ~~("CECL")~~ loss rate model, leading to a reversal in our provisions for credit losses and unfunded commitments amounting to ~~$13.9~~$27.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared with a provision expenses of ~~$29.6~~$55.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. Our results were also impacted by our acquisition of Farmers National during the ~~three~~six months ended ~~March 31,~~June 30, 2020, resulting in merger expenses of ~~$3.1~~$4.6 million during the first ~~quarter~~half of 2020. There were no business combinations during the ~~three~~six months ended ~~March 31,~~June 30, 2021.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, net interest income before provisions for credit losses increased to ~~$82.6~~$169.1 million compared with ~~$56.2~~$111.6 million in the ~~three~~six months ended ~~March 31,~~June 30, 2020. Our net interest margin, on a tax-equivalent basis, decreased to ~~3.19%~~3.18% for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to ~~3.92%~~3.70% for the ~~three~~six months ended ~~March 31,~~June 30, 2020, influenced byby a sustained ~~historically~~ low interest ~~rates during~~rate environment. Our NIM was also influenced by a change in balance sheet composition which was illustrated by an increase in excess liquidity, which negatively impacted our NIM by approximately 35 basis points for the ~~current period.~~six months ended June 30, 2021 compared to 4 basis points for the six months ended June 30, 2020.

Noninterest income for the ~~three~~six months ended ~~March 31,~~June 30, 2021 ~~increased~~decreased by ~~$24.0~~$8.2 million to ~~$66.7~~$116.0 million, updown from ~~$42.7~~$124.2 million for prior year period. The ~~increase~~decrease in noninterest income was primarily driven by an ~~increase~~decrease in mortgage banking income of ~~$22.6~~$14.1 million to ~~$55.3 million.~~$90.8 million, which was partially offset by increases in both ATM and interchange fee income and investment services and trust income, reflecting the increase in commerce during the six months ended June 30, 2021 compared with the six months ended June 30, 2020.

Noninterest expense increased to ~~$94.7~~$187.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021, compared with ~~$68.6~~$149.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. The increase in noninterest expense is reflective of the ~~increase in mortgage commissions stemming from elevated business activity, as well as the impact of our acquisitions, including~~ increases in salaries, commissions and personnel-related costs from the incremental head ~~count.~~count increase associated with our growth, including the impact of our business combination with Franklin in the last half of 2020.

Financial condition

Our total assets ~~grew~~increased by ~~6.5%~~6.34% to ~~$11.94~~$11.92 billion as of ~~March 31,~~June 30, 2021, as compared to $11.21 billion as of December 31, 2020. This increase reflects increased liquidity in the form of cash and cash equivalents of ~~$577.2~~$399.2 million to ~~$1.90~~$1.72 billion as of ~~March 31,~~June 30, 2021 from $1.32 billion as of December 31, 2020, in addition to an increase of ~~$110.6~~available-for-sale debt securities of $232.0 million ~~in loans held for sale~~ to ~~$1.01~~$1.40 billion ~~at March 31,~~as of June 30, 2021 ~~compared to $0.90~~from $1.17 billion ~~at December 31, 2020.~~

~~We grew total deposits by $0.80 billion to $10.26 billion at March 31, 2021, compared to $9.46 billion at~~as of December 31, 2020.

Business segment highlights

We operate our business in two business segments: Banking and Mortgage. ~~During the three months ended~~As previously reported, on March 31, 2021, the Company re-evaluated its business segments and revised to align all mortgage activities with the Mortgage segment. Previously, the Company had attributed retail mortgage activities originating from geographical locations within the footprint of the Company's branches to the Banking segment. Previously disclosed results for the three and six months ended ~~March 31,~~June 30, 2020 have been revised to reflect this realignment. See Note 12, “Segment reporting” in the notes to our consolidated financial statements for a description of these business segments.

Banking

Income before taxes from the Banking segment increased infor the three months ended ~~March 31,~~June 30, 2021 to ~~$52.1~~$56.2 million, compared to a loss of ~~$7.2~~$3.3 million for the three months ended ~~March 31,~~June 30, 2020. These results were primarily driven by reversals in provisions for credit losses of $13.8 million (including a reversal of provision for credit losses on unfunded commitments of $1.0 million) for the three months ended June 30, 2021 compared to provisions for credit losses expense of $25.9 million (including a provision for credit losses on unfunded commitments of $1.9 million) for the three months ended June 30, 2020. Noninterest income increased to $14.0 million in the three months ended June 30, 2021 as compared to $9.3 million in the three months ended June 30, 2020. Noninterest expense increased $16.2 million to $58.2 million for three months ended June 30, 2021, primarily due to our overall growth, including increased salaries,

commissions and employee benefits expenses associated with incremental headcount following our acquisition of Franklin.

Income before taxes from the Banking segment increased for the six months ended June 30, 2021 to $108.3 million, compared to a loss of $10.5 million for the six months ended June 30, 2020. These results were primarily driven by increases in net interest income of ~~$26.4~~$57.6 million to ~~$82.6~~$169.2 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to ~~$56.2~~$111.6 million during the ~~three~~six months ended ~~March 31,~~June 30, 2020. Our provisions for credit losses on loans held for investment and unfunded loan commitments resulted in a reversal of ~~$13.9~~$27.7 million of provision during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to expense of ~~$29.6~~$55.5 million in the same period in the previous year. Noninterest income increased to ~~$11.4~~$25.4 million in the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to ~~$10.0~~$19.3 million in the ~~three~~six months ended ~~March 31,~~June 30, 2020. Noninterest expense increased ~~$11.9~~$28.1 million to ~~$55.7~~$113.9 million for ~~three~~six months ended ~~March 31,~~June 30, 2021 ~~primarily~~ due to ~~our overall growth, including increased~~increases in salaries, commissions and employee benefits ~~expenses~~ associated with ~~incremental~~our growth, including the impact of additional headcount ~~following~~resulting from our ~~acquisitions.~~acquisition of Franklin and investment in additional revenue producers in our markets.

Mortgage

Income before taxes from the Mortgage segment ~~increased~~decreased to ~~$16.3~~$0.5 million for the three months ended ~~March 31,~~June 30, 2021, as compared ~~to $8.0~~with $33.6 million for the three months ended ~~March 31,~~June 30, 2020; the result of lower volumes impacted by the rising interest rate environment and a decrease in refinancing activity. Noninterest income decreased $36.9 million to $35.3 million for the three months ended June 30, 2021, compared with $72.2 million the three months ended June 30, 2020.

Noninterest expense for the three months ended June 30, 2021 and 2020 ~~primarily due~~was $34.8 million and $38.5 million, respectively. Lower noninterest expenses were mainly attributable to ~~increased gains on origination~~decreased mortgage commissions and ~~sale of mortgage loans held for sale driven by an increase in sales margin~~other costs associated with the lower volume during the three months ended ~~March 31,~~June 30, 2021 ~~when~~compared with the three months ended June 30, 2020.

Income before taxes from the Mortgage segment decreased to $16.9 million for the six months ended June 30, 2021 as compared to $41.6 million for the six months ended June 30, 2020 There was a decrease in mortgage banking income of $14.1 million to $90.8 million during the six months ended June 30, 2021 compared to $104.9 million for the six months ended June 30, 2020. This was a result of a 15.4% decrease in interest rate lock volume during the six months ended June 30, 2021 compared with the same period in the prior year. Generally, mortgage volume increases in lower interest rate environments and robust housing markets and decreases in rising interest rate environments and slower housing markets. This ~~contributed to an overall increase~~slowdown in ~~mortgage banking income of $22.6 million to $55.3 million~~interest rate lock volume during the ~~three~~six months ended ~~March 31,~~June 30, 2021 reflects the slow down experienced across the industry compared ~~to $32.7 million~~with the same period in the prior year, which benefited from historically low interest rates pre-empted by the COVID-19 Pandemic.

Noninterest expense for the ~~three~~six months ended ~~March 31, 2020.~~ June 30, 2021 and 2020 was $73.7 million and $63.3 million, respectively. This increase during the six months ended June 30, 2021 is mainly attributable to additional hiring which was driven by the increased volume our business lines were experiencing. Headcount also increased following our 2020 acquisitions.

Further discussion on the components of mortgage banking income is included under the subheading 'Noninterest income' included inwithin this management's discussion and analysis.

Noninterest expense for the three months ended March 31, 2021 and 2020 was $39.0 million and $24.7 million, respectively. This increase during the three months ended March 31, 2021 is mainly attributable to the increase in business activity and the result of a conducive interest rate environment for refinancing during the period, which led to an increases in related commissions and incentives expenses.

Results of operations

Throughout the following discussion of our operating results, we present our net interest income, net interest margin and efficiency ratio on a fully tax-equivalent basis. The fully tax-equivalent basis adjusts for the tax-favored status of net interest income from certain loans and investments. We believe this measure to be the preferred industry measurement of net interest income, which enhances comparability of net interest income arising from taxable and tax-exempt sources.

The adjustment to convert certain income to a tax-equivalent basis consists of dividing tax exempt income by one minus the combined federal and blended state statutory income tax rate of 26.06% for the three and six months ended ~~March 31,~~June 30, 2021 and 2020.

Net interest income

Net interest income is the most significant component of our earnings, generally comprising over 50% of our total revenues in a given period. Net interest income and margin are shaped by many factors, primarily the volume, term structure and mix of earning assets, funding mechanisms, and interest rate fluctuations. Other factors include accretion income on purchased loans, prepayment risk on mortgage and investment–related assets, and the composition and maturity of earning assets and interest-bearing liabilities. Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources.

Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding, net interest income, and margin.

In response to economic uncertainty related to the COVID-19 pandemic, short term interest rates have been at historic lows. The Federal Funds Target Rate range was 0% - 0.25% as of ~~March 31,~~June 30, 2020 and maintained this rate as of ~~March 31,~~June 30, 2021. According to the Chair of the Board of Governors of the Federal Reserve, the Federal Funds Target Rate is not likely to drop below this range. However, the Federal Reserve does have other tools available that it can employ and has expressed an intention to do so in order to maintain a targeted level of liquidity. Furthermore, the Federal Reserve has indicated it ~~is committed to~~expects only slight rate increases over the next 24 months and expects a ~~target 0% - 0.25% range for~~ Federal Funds ~~through at least~~Target range of 0.50% to 0.75% by 2023. Additionally, the Federal Reserve maintained their commitment to open-ended purchases of Treasury securities and agency mortgage-backed securities. During the ~~last~~first half of ~~2020,~~2021, the US Treasury yield curve steepened as long-term rates ~~rose. As a result of the spread of COVID-19, economic uncertainties arose in~~rose and short-term rates remained constant. During the first ~~quarter~~half of 2020, ~~which persisted into early 2021, negatively impacting net interest income. The potential impact of these conditions, if sustained, are unknown at this time.~~the US Treasury curve flatten as long-term and short-term decreased significantly.

Three months ended ~~March 31,~~June 30, 2021 compared to three months ended ~~March 31,~~June 30, 2020

Net interest income increased 56.4% to $86.6 million for the three months ended June 30, 2021 compared to $55.3 million in the three months ended June 30, 2020. On a tax-equivalent basis, net interest income increased ~~$26.6~~$31.3 million to ~~$83.4~~$87.3 million infor the three months ended ~~March 31,~~June 30, 2021 as compared to ~~$56.8~~$56.0 million infor the three months ended ~~March 31,~~June 30, 2020. The increase in tax-equivalent net interest income infor the three months ended ~~March 31,~~June 30, 2021 was primarily driven by an increase in the volume ofin loans held for investment ~~as a result of the Franklin merger, coupled~~combined with a decrease in ~~overall~~our cost of ~~deposits.~~funding, specifically our borrowing rate on customer time deposits, which decreased to 0.63% for the three months ended June 30, 2021 compared to 1.78% for the three months ended June 30, 2020.

Interest income, on a tax-equivalent basis, was ~~$95.6~~$97.1 million for the three months ended ~~March 31,~~June 30, 2021, compared to ~~$70.2~~$66.2 million for the three months ended ~~March 31,~~June 30, 2020, an increase of ~~$25.4~~$30.8 million. Interest income on loans held for investment, on a tax-equivalent basis, increased ~~$21.3~~$25.2 million to ~~$83.1~~$83.4 million for the three months ended ~~March 31,~~June 30, 2021 from ~~$61.8~~$58.2 million for the three months ended ~~March 31,~~June 30, 2020 primarily due to ~~increased loan volume driven by growth~~an increase in average balances of loans held for investment of $2.31 billion. The increase in the average loan balances ~~of $2.51 billion. The growth in average loan balance~~period over period reflects the ~~addition of~~ $2.43 billion ~~in loans~~loan portfolio acquired in the Franklin merger ~~in August~~offset by a decrease of ~~2020. In addition, Paycheck Protection Plan ("PPP) loans contributed $172.1~~$116.9 million ~~to the increase~~ in average ~~total~~PPP loans ~~held~~during the three months ended June 30, 2021 from an average balance of $234.3 million for ~~investment.~~the three months ended June 30, 2020.

The tax-equivalent yield on loans held for investment was ~~4.81%,~~4.72% for the three months ended June 30, 2021, down 7218 basis points from the three months ended ~~March 31,~~June 30, 2020. The decrease in yield was primarily due to sustained low contractual interest rates during the ~~lower interest rate environment and was also impacted by lower-yielding PPP~~three months ended June 30, 2021 compared with the contractual rates of loans ~~originated~~paid off or refinanced during the period. Contractual loan interest rates yielded ~~4.39%~~4.31% in the three months ended ~~March 31,~~June 30, 2021 compared with ~~5.14%~~4.57% in the three months ended ~~March 31,~~June 30, 2020. Excluding PPP loans, ~~contribute 9~~which have a 1% contractual loan yield, our contractual loan yield would have been 6 basis points higher for the three months ended June 30, 2021 compared to 18 points higher for the same period of ~~this decline in contractual loan yield.~~the prior year.

5564

Our NIM, on a tax-equivalent basis, decreased to 3.18% during the three months ended June 30, 2021 from 3.50% in the three months ended June 30, 2020, driven by loans issued in a declining interest rate environment and a change in balance sheet mix. The components of our loan yield, a key driver to our ~~net interest margin ("NIM")~~NIM for the three months ended ~~March 31,~~June 30, 2021 and 2020, were as follows:


		Three Months Ended March 31,								Three Months Ended June 30,
		2021				2020					2021				2020
(dollars in thousands)	(dollars in thousands)	Interest income		Average yield		Interest income		Average yield				(dollars in thousands)	Interest income		Average yield		Interest income		Average yield
Loan yield components:	Loan yield components:											Loan yield components:
Contractual interest rate on loans held for investment (1)(2)	Contractual interest rate on loans held for investment (1)(2)	$	75,828	4.39	%	$	57,382	5.14	%			Contractual interest rate on loans held for investment(1)(2)	$	76,127	4.31	%	$	54,233	4.57	%
Origination and other loan fee income (2)	Origination and other loan fee income (2)	6,640		0.38	%	2,589		0.23	%			Origination and other loan fee income(2)	6,928		0.39	%	2,823		0.24	%
Accretion on purchased loans		(58)		—	%	1,578		0.14	%
(Amortization) accretion on purchased loans												(Amortization) accretion on purchased loans	(226)		(0.01)	%	976		0.08	%
Nonaccrual interest collections	Nonaccrual interest collections	657		0.04	%	268		0.02	%			Nonaccrual interest collections	535		0.03	%	169		0.01	%

Total loan yield	Total loan yield	$	83,067	4.81	%	$	61,817	5.53	%			Total loan yield	$	83,364	4.72	%	$	58,201	4.90	%

(1)Includes tax-equivalent adjustment.

(2)Includes ~~$0.4~~$0.3 million and $0.6 million of loan contractual interest and ~~$1.60~~$1.1 million and $0.6 million of loan fees related to PPP loans for ~~the~~ three months ended ~~March 31, 2021.~~June 30, 2021 and 2020, respectively.

Accretion on purchased loans lowered the NIM by 1 basis point for the three months ended June 30, 2021 and contributed ~~0 and 11~~6 basis points to the NIM for the three months ended ~~March 31, 2021 and 2020, respectively.~~June 30, 2020. The decrease in accretion is due in part to the continued impact of purchase accounting resulting from our merger with Franklin, which after grossing up the amortized cost of purchased credit deteriorated loans, contributed a net premium of $11.3 million recorded as of August 15, 2020, to be amortized as a reduction to loan interest income. ~~Contractual interest and origination fees on~~Excluding PPP loans, ~~attributed 8~~which have a contractual interest rate of 1%, our NIM would have been 5 and 11 basis points ~~to the NIM~~higher for the three months ended ~~March 31, 2021. We~~June 30, 2021 and 2020, respectively. As of June 30, 2021, we anticipate recognizing an estimated ~~$1.4~~$0.4 million in ~~remaining~~ deferred origination fees, net of third party costs and deferred salaries, over the remaining life of the PPP loan portfolio.

Overall, our NIM, on a tax-equivalent basis, decreased to 3.19% during the three months ended March 31, 2021 from 3.92% in the three months ended March 31, 2020, driven by the lower interest rate environment and change in balance sheet mix, partially attributable to our acquisition of Franklin and impact of excess liquidity carried on our balance sheet.

Interest expense was ~~$12.2~~$9.8 million for the three months ended ~~March 31,~~June 30, 2021, a decrease of ~~$1.2~~$0.5 million as compared to the three months ended ~~March 31,~~June 30, 2020. The primary driver was the ~~impact of the~~ decrease in interest ~~rates~~expense on time deposits ~~resulting in total deposit interest expense decrease~~ of ~~$2.3~~$3.0 million to ~~$9.8~~$2.4 million for the three months ended ~~March 31,~~June 30, 2021, compared to ~~$12.2~~$5.4 million for the three months ended ~~March 31, 2020. The decrease was largely attributed to customer time deposits,~~June 30, 2020 which decreased to $3.0 million for the three months ended March 31, 2021 from $5.8 million for the three months ended March 31, 2020. The decrease in interest expense on customer time deposits was primarily driven by decreased interest rates as the average rate on customer time deposits decreased 105 basis points from 1.95% for the three months ended March 31, 2020 to 0.90% for the three months ended March 31, 2021. Total cost of deposits was 0.41% for the three months ended March 31, 2021 compared to 0.94% for the three months ended March 31, 2020. The decrease in interest expense from customer deposits was partially offset by an increase in interest expense on subordinated debt of ~~$2.0~~$1.4 for the same period. The average rate on customer time deposits decreased 115 basis points from 1.78% for the three months ended June 30, 2020 to 0.63% for the three months ended June 30, 2021 as more costly deposits with higher interest rates matured or renewed and repriced at lower interest rates. Total cost of deposits was 0.31% for the three months ended June 30, 2021 compared to 0.65% for the three months ended June 30, 2020. Average subordinated debt outstanding increased to $149.2 million ~~associated with~~for the ~~increase in volume~~three months ended June 30, 2021 from $30.9 million for the three months ended June 30, 2020 as a result of our $100.0 million ~~subordinated note offering~~issuance in the last half of 2020 and additional subordinated ~~notes acquired from Franklin.~~debt we assumed in the Franklin merger.

5665

Average balance sheet amounts, interest earned and yield analysis

The table below shows the average balances, income and expense and yield and rates of each of our interest-earning assets and interest-bearing liabilities on a tax equivalent basis, if applicable, for the periods indicated.


		Three Months Ended March 31,												Three Months Ended June 30,
		2021						2020							2021				2020
(dollars in thousands on tax-equivalent basis)	(dollars in thousands on tax-equivalent basis)	Average balances(1)		Interest income/ expense		Average yield/ rate		Average balances(1)		Interest income/ expense		Average yield/ rate				(dollars in thousands on tax-equivalent basis)	Average balances (1)		Interest income/ expense		Average yield/ rate		Average balances (1)		Interest income/ expense		Average yield/ rate
Interest-earning assets:	Interest-earning assets:															Interest-earning assets:
Loans (2)(4)	Loans (2)(4)	$	7,000,416	$	83,067	4.81	%	$	4,495,069	$	61,817	5.53	%			Loans(2)(4)	$	7,085,300	$	83,364	4.72	%	$	4,775,229	$	58,201	4.90	%
Loans held for sale-mortgage		648,054		4,290		2.68	%	214,150		1,990		3.74	%
Loans held for sale- mortgage																Loans held for sale- mortgage	726,782		4,948		2.73	%	358,108		2,947		3.31	%
Loans held for sale-commercial	Loans held for sale-commercial	197,820		2,157		4.42	%	—		—		—	%			Loans held for sale-commercial	152,699		1,626		4.27	%	—		—		—	%
Securities:	Securities:															Securities:
Taxable	Taxable	830,686		2,819		1.38	%	512,774		3,056		2.40	%			Taxable	976,170		3,844		1.58	%	494,987		2,619		2.13	%
Tax-exempt (4)	Tax-exempt (4)	334,303		2,646		3.21	%	197,961		1,915		3.89	%			Tax-exempt(4)	323,902		2,614		3.24	%	236,161		2,174		3.70	%
Total Securities (4)	Total Securities (4)	1,164,989		5,465		1.90	%	710,735		4,971		2.81	%			Total Securities(4)	1,300,072		6,458		1.99	%	731,148		4,793		2.64	%
Federal funds sold		133,813		20		0.06	%	107,489		245		0.92	%
Federal funds sold and reverse repurchase agreements’																Federal funds sold and reverse repurchase agreements’	106,257		41		0.15	%	50,402		10		0.08	%
Interest-bearing deposits with other financial institutions	Interest-bearing deposits with other financial institutions	1,427,184		421		0.12	%	287,499		1,082		1.51	%			Interest-bearing deposits with other financial institutions	1,614,106		494		0.12	%	509,283		194		0.15	%
FHLB stock	FHLB stock	31,461		157		2.02	%	16,226		104		2.58	%			FHLB stock	31,731		156		1.97	%	16,871		102		2.43	%
Total interest earning assets (4)	Total interest earning assets (4)	10,603,737		95,577		3.66	%	5,831,168		70,209		4.84	%			Total interest earning assets(4)	11,016,947		97,087		3.53	%	6,441,041		66,247		4.14	%
Noninterest Earning Assets:	Noninterest Earning Assets:															Noninterest Earning Assets:
Cash and due from banks	Cash and due from banks	172,756						64,438								Cash and due from banks	134,501						58,304
Allowance for credit losses	Allowance for credit losses	(171,380)						(63,034)								Allowance for credit losses	(157,990)						(91,196)
Other assets (3)	Other assets (3)	903,670						576,845								Other assets(3)	906,992						666,463
Total noninterest earning assets	Total noninterest earning assets	905,046						578,249								Total noninterest earning assets	883,503						633,571
Total assets	Total assets	$	11,508,783					$	6,409,417							Total assets	$	11,900,450					$	7,074,612
Interest-bearing liabilities:	Interest-bearing liabilities:															Interest-bearing liabilities:
Interest bearing deposits:	Interest bearing deposits:															Interest bearing deposits:
Interest bearing checking		$	2,746,355	$	3,018	0.45	%	$	1,085,849	$	2,179	0.81	%
Money market deposits(7)		2,917,856		3,615		0.50	%	1,383,229		3,971		1.15	%
Interest-bearing checking																Interest-bearing checking	$	3,027,435	$	2,689	0.36	%	$	1,161,593	$	1,717	0.59	%
Money market(5)																Money market(5)	2,960,264		2,816		0.38	%	1,422,344		2,179		0.62	%
Savings deposits	Savings deposits	369,600		53		0.06	%	233,807		79		0.14	%			Savings deposits	411,711		57		0.06	%	254,357		41		0.06	%
Customer time deposits~~(7)~~(5)	Customer time deposits~~(7)~~(5)	1,365,570		3,036		0.90	%	1,205,385		5,843		1.95	%			Customer time deposits~~(7)~~(5)	1,291,125		2,016		0.63	%	1,197,960		5,292		1.78	%
Brokered and internet time deposits~~(7)~~(5)	Brokered and internet time deposits~~(7)~~(5)	49,764		104		0.85	%	20,355		96		1.90	%			Brokered and internet time deposits~~(7)~~(5)	39,860		341		3.43	%	16,844		80		1.91	%
Time deposits	Time deposits	1,415,334		3,140		0.90	%	1,225,740		5,939		1.95	%			Time deposits	1,330,985		2,357		0.71	%	1,214,804		5,372		1.78	%
Total interest bearing deposits		7,449,145		9,826		0.53	%	3,928,625		12,168		1.25	%
Total interest-bearing deposits																Total interest-bearing deposits	7,730,395		7,919		0.41	%	4,053,098		9,309		0.92	%
Other interest-bearing liabilities:	Other interest-bearing liabilities:															Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds purchased	Securities sold under agreements to repurchase and federal funds purchased	31,342		36		0.47	%	26,961		57		0.85	%			Securities sold under agreements to repurchase and federal funds purchased	32,543		21		0.26	%	32,451		50		0.62	%
Federal Home Loan Bank advances	Federal Home Loan Bank advances	—		—		—	%	250,000		714		1.15	%			Federal Home Loan Bank advances	—		—		—	%	250,000		405		0.65	%
Subordinated debt(6)	Subordinated debt(6)	188,996		2,341		5.02	%	30,930		421		5.47	%			Subordinated debt(6)	149,155		1,819		4.89	%	30,930		399		5.19	%
Other borrowings	Other borrowings	5,924		6		0.41	%	7,747		65		3.37	%			Other borrowings	1,569		7		1.79	%	15,000		107		2.87	%
Total other interest-bearing liabilities	Total other interest-bearing liabilities	226,262		2,383		4.27	%	315,638		1,257		1.60	%			Total other interest-bearing liabilities	183,267		1,847		4.04	%	328,381		961		1.18	%
Total interest-bearing liabilities		7,675,407		12,209		0.65	%	4,244,263		13,425		1.27	%
Total Interest-bearing liabilities																Total Interest-bearing liabilities	7,913,662		9,766		0.49	%	4,381,479		10,270		0.94	%
Noninterest bearing liabilities:	Noninterest bearing liabilities:															Noninterest bearing liabilities:
Demand deposits	Demand deposits	2,348,814						1,284,331								Demand deposits	2,484,176						1,728,343
Other liabilities	Other liabilities	180,976						111,894								Other liabilities	162,581						169,085
Total noninterest-bearing liabilities	Total noninterest-bearing liabilities	2,529,790						1,396,225								Total noninterest-bearing liabilities	2,646,757						1,897,428
Total liabilities	Total liabilities	10,205,197						5,640,488								Total liabilities	10,560,419						6,278,907
FB Financial Corporation common shareholders' equity	FB Financial Corporation common shareholders' equity	1,303,493						768,929								FB Financial Corporation common shareholders' equity	1,339,938						795,705
Noncontrolling interest	Noncontrolling interest	93						—								Noncontrolling interest	93						—
Shareholders' equity	Shareholders' equity	1,303,586						768,929								Shareholders' equity	1,340,031						795,705
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	11,508,783					$	6,409,417							Total liabilities and shareholders' equity	$	11,900,450					$	7,074,612
Net interest income (tax-equivalent basis)	Net interest income (tax-equivalent basis)			$	83,368					$	56,784					Net interest income (tax-equivalent basis)			$	87,321					$	55,977
Interest rate spread (tax-equivalent basis)	Interest rate spread (tax-equivalent basis)					3.01	%					3.57	%			Interest rate spread (tax-equivalent basis)					3.04	%					3.20	%
Net interest margin (tax-equivalent basis) (5)						3.19	%					3.92	%
Net interest margin (tax-equivalent basis)(7)																Net interest margin (tax-equivalent basis)(7)					3.18	%					3.50	%
Cost of total deposits	Cost of total deposits					0.41	%					0.94	%			Cost of total deposits					0.31	%					0.65	%
Average interest-earning assets to average interest-bearing liabilities						138.2	%					137.4	%
Average interest-earning assets to average interesting-bearing liabilities																Average interest-earning assets to average interesting-bearing liabilities					139.2	%					147.0	%

(1)Calculated using daily averages.

(2)Average balances of nonaccrual loans are included in average loan balances. Loan fees of ~~$6.6~~$6.9 million and ~~$2.6~~$2.8 million, net (amortization) accretion of ~~$(0.1)~~$(0.2) million and ~~$1.6~~$1.0 million, and nonaccrual interest collections of $0.5 million and $0.2 million are included in interest income in the three months ended June 30, 2021 and 2020, respectively.

(3)Includes investments in premises and equipment, other real estate owned, interest receivable, MSRs, core deposit and other intangibles, goodwill and other miscellaneous assets.

(4)Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent adjustment amounts included in the above table were $0.8 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively.

(5)Includes $0.9 million of interest rate premium accretion on money market deposits, $0.6 million of interest rate premium accretion on customer time deposits and $0.1 million of interest rate premium accretion on brokered and internet deposits for the three months ended June 30, 2021. Amounts in the prior year comparable period are not significant.

(6)Includes $0.1 million and $0 of interest rate premium accretion on subordinated debt for the three months ended June 30, 2021 and June 30, 2020, respectively.

(7)The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.

Six months ended June 30, 2021 compared to six months ended June 30, 2020

On a tax-equivalent basis, net interest income increased $57.9 million to $170.7 million for the six months ended June 30, 2021 as compared to $112.8 million for the six months ended June 30, 2020. The increase in tax-equivalent net interest income in the six months ended June 30, 2021 was primarily driven by an increase in the volume of loans held for investment outstanding as a result of the Franklin merger, coupled with a decrease in overall cost of deposits, which declined to 0.36% for the six months ended June 30, 2021, a 43 basis point reduction from the same period in 2020.

Interest income, on a tax-equivalent basis, was $192.7 million for the six months ended June 30, 2021, compared to $136.5 million for the six months ended June 30, 2020, an increase of $56.2 million. Interest income on loans held for investment, on a tax-equivalent basis, increased $46.4 million to $166.4 million for the six months ended June 30, 2021 from $120.0 million for the six months ended June 30, 2020 primarily due to increased loan volume driven by growth in average loan held for investment balances of $2.41 billion.

The tax-equivalent yield on loans held for investment was 4.77%, down 44 basis points from the six months ended June 30, 2020. The decrease in yield was primarily due to the addition of new loans which were originated in a lower interest rate environment while higher yielding loans were paid off and refinanced at lower rates. Contractual loan interest rates yielded 4.35% in the six months ended June 30, 2021 compared with 4.85% in the six months ended June 30, 2020. Excluding PPP loans, which have a 1% contractual loan yield, our contractual loan yield would have been 7 basis points higher for the six months ended June 30, 2021 compared to 10 points higher for the same period in the prior year.

Overall, our NIM, on a tax-equivalent basis, decreased to 3.18% for the six months ended June 30, 2021 from 3.70% for the six months ended June 30, 2020, driven by the sustained low interest rate environment and change in balance sheet mix, partially attributable to our acquisition of Franklin and impact of excess liquidity carried on our balance sheet. The components of our loan yield, a key driver to our net interest margin for the six months ended June 30, 2021 and 2020 were as follows:


	Six Months Ended June 30,
	2021				2020
(dollars in thousands)	Interest income		Average yield		Interest income		Average yield
Loan yield components:
Contractual interest rate on loans held for investment (1)(2)	$	151,955	4.35	%	$	111,615	4.85	%
Origination and other loan fee income (2)	13,568		0.39	%	5,412		0.23	%
(Amortization) Accretion on purchased loans	(284)		(0.01)	%	2,554		0.11	%
Nonaccrual interest collections	1,192		0.04	%	437		0.02	%


Total loan yield	$	166,431	4.77	%	$	120,018	5.21	%

(1)Includes tax-equivalent adjustment.

(2)Includes $0.7 million and ~~$0.3~~$0.6 million of loan contractual interest and $2.7 million and $0.6 million of loan fees related to PPP loans for the six months ended June 30, 2021 and 2020, respectively.

Accretion on purchased loans lowered the NIM 1 basis point and contributed 8 basis points to the NIM for the six months ended June 30, 2021 and 2020, respectively. The decrease in accretion is due to the continued impact of purchase accounting resulting from our mergers, which can fluctuate based on volume of early pay-offs. Excluding PPP loans, our NIM would have been 6 and 5 basis points higher for the six months ended June 30, 2021 and 2020, respectively.

Interest expense was $22.0 million for the six months ended June 30, 2021, a decrease of $1.7 million as compared to the six months ended June 30, 2020. The decrease was largely attributed to a reduction of interest rates on customer time deposits partially offset by an increase in volume on subordinated debt. Interest expense on customer time deposits decreased to $5.1 million for the six months ended June 30, 2021 from $11.1 million for the six months ended June 30, 2020. This primary driver of decrease was due to the average rate on customer time deposits, which decreased 111 basis points from 1.87% for the six months ended June 30, 2020 to 0.76% for the six months ended June 30, 2021.

The decrease in interest expense from customer deposits was partially offset by an increase in interest expense on subordinated debt of $3.4 million associated with the increase in volume from our $100.0 million subordinated note offering and additional subordinated notes acquired from Franklin.

Average balance sheet amounts, interest earned and yield analysis


	Six Months Ended June 30,
	2021						2020
(dollars in thousands on tax-equivalent basis)	Average balances(1)		Interest income/ expense		Average yield/ rate		Average balances(1)		Interest income/ expense		Average yield/ rate
Interest-earning assets:
Loans (2)(4)	$	7,043,092	$	166,431	4.77	%	$	4,631,577	$	120,018	5.21	%
Loans held for sale-mortgage	687,635		9,238		2.71	%	286,129		4,937		3.47	%
Loans held for sale-commercial	175,135		3,783		4.36	%	—		—		—	%
Securities:
Taxable	903,830		6,663		1.49	%	503,493		5,675		2.27	%
Tax-exempt (4)	329,074		5,260		3.22	%	216,496		4,089		3.80	%
Total Securities (4)	1,232,904		11,923		1.95	%	719,989		9,764		2.73	%
Federal funds sold and reverse repurchase agreements	119,959		61		0.10	%	78,785		255		0.65	%
Interest-bearing deposits with other financial institutions	1,521,162		915		0.12	%	398,330		1,276		0.64	%
FHLB stock	31,597		313		2.00	%	16,539		206		2.50	%
Total interest earning assets (4)	10,811,484		192,664		3.59	%	6,131,349		136,456		4.48	%
Noninterest Earning Assets:
Cash and due from banks	153,523						61,303
Allowance for credit losses	(164,648)						(77,128)
Other assets (3)	900,592						622,499
Total noninterest earning assets	889,467						606,674
Total assets	$	11,700,951					$	6,738,023
Interest-bearing liabilities:
Interest bearing deposits:
Interest bearing checking	$	2,887,671	$	5,707	0.40	%	$	1,116,633	$	3,896	0.70	%
Money market deposits(7)	2,939,177		6,431		0.44	%	1,400,394		6,150		0.88	%
Savings deposits	390,772		110		0.06	%	236,475		120		0.10	%
Customer time deposits(7)	1,332,868		5,052		0.76	%	1,200,080		11,135		1.87	%
Brokered and internet time deposits(7)	40,060		445		2.24	%	18,600		176		1.90	%
Time deposits	1,372,928		5,497		0.81	%	1,218,680		11,311		1.87	%
Total interest bearing deposits	7,590,548		17,745		0.47	%	3,972,182		21,477		1.09	%
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds purchased	31,946		57		0.36	%	29,641		107		0.73	%
Federal Home Loan Bank advances	—		—		—	%	250,000		1,119		0.90	%
Subordinated debt(6)	168,965		4,160		4.96	%	30,930		820		5.33	%
Other borrowings	3,734		13		0.70	%	11,374		172		3.04	%
Total other interest-bearing liabilities	204,645		4,230		4.17	%	321,945		2,218		1.39	%
Total interest-bearing liabilities	7,795,193		21,975		0.57	%	4,294,127		23,695		1.11	%
Noninterest bearing liabilities:
Demand deposits	2,416,869						1,520,954
Other liabilities	166,849						140,467
Total noninterest-bearing liabilities	2,583,718						1,661,421
Total liabilities	10,378,911						5,955,548
FB Financial Corporation common shareholders' equity	1,321,947						782,475
Noncontrolling interest	93						—
Shareholders' equity	1,322,040						782,475
Total liabilities and shareholders' equity	$	11,700,951					$	6,738,023
Net interest income (tax-equivalent basis)			$	170,689					$	112,761
Interest rate spread (tax-equivalent basis)					3.02	%					3.37	%
Net interest margin (tax-equivalent basis) (5)					3.18	%					3.70	%
Cost of total deposits					0.36	%					0.79	%
Average interest-earning assets to average interest-bearing liabilities					138.7	%					142.8	%

(1)Calculated using daily averages.

(2)Average balances of nonaccrual loans are included in average loan balances. Loan fees of $13.6 million and $5.4 million, net (amortization) accretion of $(0.3) million and $2.6 million, and nonaccrual interest collections of $1.2 million and $0.4 million are included in interest income for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

(3)Includes investments in premises and equipment, other real estate owned, interest receivable, mortgage servicing rights, core deposit and other intangibles, goodwill and other miscellaneous assets.

(4)Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent adjustment amounts included in the above table were ~~$0.8~~$1.6 million and ~~$0.5~~$1.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

(5)The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.

(6)Includes ~~$0.3~~$0.4 million and $0 of accretion on subordinated debt fair value mark for the ~~three~~six months ended ~~March 31, 2021.~~June 30, 2021 and 2020, respectively.

(7)Includes ~~$0.9~~$1.9 million of interest rate premium accretion on money market deposits, ~~$0.8~~$1.4 million on customer time deposits and ~~$0.2~~$0.3 million on brokered and internet time deposits for the ~~three~~six months ended ~~March 31,~~June 30, 2021. Amounts in the prior year ~~were~~comparable period are not ~~meaningful.~~significant.

Rate/volume analysis

The tables below present the components of the changes in net interest income for the three and six months ended ~~March 31,~~June 30, 2021 and 2020. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volumes and changes due to rates, with the changes in both volumes and rates allocated to these two categories based on the proportionate absolute changes in each category.

Three ~~Months Ended March 31,~~months ended June 30, 2021 compared to ~~Three~~three months ended June 30, 2020


	Three months ended June 30, 2021 compared to three months ended June 30, 2020 due to changes in
(in thousands on a tax-equivalent basis)	Volume		Rate		Net increase (decrease)
Interest-earning assets:
Loans(1)(2)	$	27,180	$	(2,017)	$	25,163
Loans held for sale - residential	2,510		(509)		2,001
Loans held for sale - commercial	1,626		—		1,626
Securities available-for-sale and other securities:
Taxable	1,895		(670)		1,225
Tax Exempt(2)	708		(268)		440
Federal funds sold and reverse repurchase agreements	22		9		31
Time deposits in other financial institutions	338		(38)		300
FHLB stock	73		(19)		54
Total interest income(2)	34,352		(3,512)		30,840
Interest-bearing liabilities:
Interest-bearing checking	1,657		(685)		972
Money market(3)	1,463		(826)		637
Savings deposits	22		(6)		16
Customer time deposits(3)	145		(3,421)		(3,276)
Brokered and internet time deposits(3)	197		64		261
Securities sold under agreements to repurchase and federal funds purchased	—		(29)		(29)
Federal Home Loan Bank advances	(405)		—		(405)
Subordinated debt(4)	1,442		(22)		1,420
Other borrowings	(60)		(40)		(100)
Total interest expense	4,461		(4,965)		(504)
Change in net interest income(2)	$	29,891	$	1,453	$	31,344

(1)Average loans are gross, including nonaccrual loans and overdrafts (before deduction of allowance for credit losses). Loan fees of $6.9 million and $2.8 million, (amortization) accretion of $(0.2) million and $1.0 million and nonaccrual interest collections of $0.5 million and $0.2 million are included in interest income for the three months ended June 30, 2021 and 2020, respectively.

(2)Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis.

(3)Includes $0.9 million and $0 of interest rate premium accretion on money market deposits, $0.6 million and $0.2 million of interest rate premium accretion on customer time deposits and $0.1 million and $0 of interest rate premium accretion (amortization) on brokered and internet deposits for the three months ended June 30, 2021 and 2020, respectively.

(4)Includes $0.1 million and $0 of interest rate premium accretion on subordinated debt for the three months ended June 30, 2021 and 2020, respectively.

Six Months Ended ~~March 31,~~June 30, 2021 compared to Six Months Ended June 30, 2020


		Three Months Ended March 31, 2021 compared to Three Months Ended March 31, 2020 due to changes in							Six months ended June 30, 2021 compared to six months ended June 30, 2020 due to changes in
(dollars in thousands on a tax-equivalent basis)	(dollars in thousands on a tax-equivalent basis)	Volume		Rate		Net increase (decrease)		(dollars in thousands on a tax-equivalent basis)	Volume		Rate		Net increase (decrease)
Interest-earning assets:	Interest-earning assets:							Interest-earning assets:
Loans(1)	Loans(1)	$	29,728	$	(8,478)	$	21,250	Loans(1)	$	56,985	$	(10,572)	$	46,413
Loans held for sale - residential	Loans held for sale - residential	2,872		(572)		2,300		Loans held for sale - residential	5,394		(1,093)		4,301
Loans held for sale - commercial	Loans held for sale - commercial	2,157		—		2,157		Loans held for sale - commercial	3,783		—		3,783
Securities available for sale and other securities:
Securities available-for-sale and other securities:								Securities available-for-sale and other securities:
Taxable	Taxable	1,079		(1,316)		(237)		Taxable	2,951		(1,963)		988
Tax Exempt(2)	Tax Exempt(2)	1,079		(348)		731		Tax Exempt(2)	1,799		(628)		1,171
Federal funds sold and balances at Federal Reserve Bank		4		(229)		(225)
Federal funds sold and reverse repurchase agreements								Federal funds sold and reverse repurchase agreements	21		(215)		(194)
Time deposits in other financial institutions	Time deposits in other financial institutions	336		(997)		(661)		Time deposits in other financial institutions	675		(1,036)		(361)
FHLB stock	FHLB stock	76		(23)		53		FHLB stock	149		(42)		107
Total interest income(2)	Total interest income(2)	$	37,332	$	(11,964)	$	25,368	Total interest income(2)	71,757		(15,549)		56,208
Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest bearing checking	Interest bearing checking	1,825		(986)		839		Interest bearing checking	3,500		(1,689)		1,811
Money market deposits(4)	Money market deposits(4)	1,901		(2,257)		(356)		Money market deposits(4)	3,367		(3,086)		281
Savings deposits	Savings deposits	19		(45)		(26)		Savings deposits	43		(53)		(10)
Customer time deposits(4)	Customer time deposits(4)	356		(3,163)		(2,807)		Customer time deposits(4)	503		(6,586)		(6,083)
Brokered and internet time deposits(4)	Brokered and internet time deposits(4)	61		(53)		8		Brokered and internet time deposits(4)	238		31		269
Securities sold under agreements to repurchase and federal funds purchased	Securities sold under agreements to repurchase and federal funds purchased	5		(26)		(21)		Securities sold under agreements to repurchase and federal funds purchased	4		(54)		(50)
Federal Home Loan Bank advances	Federal Home Loan Bank advances	—		(714)		(714)		Federal Home Loan Bank advances	(1,119)		—		(1,119)
Subordinated debt(3)	Subordinated debt(3)	1,958		(38)		1,920		Subordinated debt(3)	3,398		(58)		3,340
Other borrowings	Other borrowings	(2)		(57)		(59)		Other borrowings	(27)		(132)		(159)
Total interest expense	Total interest expense	$	6,123	$	(7,339)	$	(1,216)	Total interest expense	9,907		(11,627)		(1,720)
Change in net interest income(2)	Change in net interest income(2)	$	31,209	$	(4,625)	$	26,584	Change in net interest income(2)	$	61,850	$	(3,922)	$	57,928

(1) Average loans are gross, including nonaccrual loans and overdrafts (before deduction of allowance for loan losses). Loan fees of ~~$6.6~~$13.6 million and ~~$2.6~~$5.4 million, (amortization) accretion of ~~$(0.1)~~$(0.3) million and ~~$1.6~~$2.6 million, and nonaccrual interest collections of ~~$0.7~~$1.2 million and ~~$0.3~~$0.4 million, are included in interest income for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

(2) Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis.

(3) Includes ~~$0.3~~$0.4 million of accretion on subordinated debt fair value mark for the ~~three~~six months ended ~~March 31,~~June 30, 2021.

(4) Includes ~~$0.9~~$1.9 million of interest rate premium accretion on money market deposits, ~~$0.8~~$1.4 million on customer time deposits and ~~$0.2~~$0.3 million on brokered and internet time deposits for the ~~three~~six months ended ~~March 31,~~June 30, 2021. Amounts in the prior year comparable period were not ~~meaningful.~~significant.

5870

Provision for credit losses

The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses ~~("ACL")~~ at an appropriate level under the current expected credit loss model. The ~~(recovery of)~~ provision for credit losses recorded represents the amount needed to maintain the appropriate level of the allowance for credit losses based on management’s quarterly estimates.

Three months ended ~~March 31,~~June 30, 2021 compared to three months ended ~~March 31,~~June 30, 2020

We recognized a reversal of provision for credit losses on loans held for investment for the three months ended ~~March 31,~~June 30, 2021 of ~~$11.6~~$12.9 million as compared to aan expense of ~~$28.0~~$24.0 million for the three months ended ~~March 31,~~June 30, 2020. ~~The~~This reversal resulted from management’s best estimate of losses over the life of loans in ~~total provision for credit losses was primarily~~our portfolio in accordance with the ~~result of improving~~CECL approach, given an improvement in economic ~~forecasts allowing for a reduction of our reserves.~~outlook and forecasts. Although the portfolio benefited from improving economic forecasts induring the ~~first quarter of~~three months ended June 30, 2021, there is much uncertainty surrounding the impact of the COVID-19 pandemic and the Delta variant, which may continue to lead to increased volatility in forecasted macroeconomic variables, a key input to our calculated level of allowance for credit losses. These evaluations weighed the impact of the current economic outlook, status of federal government stimulus programs, and geographical and demographic considerations, among other factors. See further discussion under the subheading "Allowance for credit losses."

The Company estimates expected credit losses on off-balance sheet loan commitments that are not accounted for as derivatives. When applying the CECL methodology to estimate expected credit loss, the Company considers the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions. As such, the Company recorded a release in the provision for credit losses on unfunded commitments of $1.0 million for the three months ended June 30, 2021 compared to a provision expense of $1.9 million for the three months ended June 30, 2020.

Six months ended June 30, 2021 compared to six months ended June 30, 2020

We recognized a reversal of provision for credit losses on loans held for investment for the six months ended June 30, 2021 of $24.5 million as compared to a expense of $52.0 million for the six months ended June 30, 2020. The reversal in total provision for credit losses was primarily the result of improving economic forecasts allowing for a reduction of our reserves, as discussed above. Additionally, the Company recorded a release to the provision for credit losses on unfunded commitments of ~~$2.2~~$3.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to a provision of ~~$1.6~~$3.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020.

As of ~~March 31,~~June 30, 2021 and 2020, we determined that all available-for-sale debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on available-for-sale debt securities during the three and six months ended ~~March 31,~~June 30, 2021 orand 2020.

Noninterest income

Our noninterest income includes gains on sales of mortgage loans, unrealized change in fair value of loans held for sale and derivatives, fees on mortgage loan originations, loan servicing fees, hedging results, fees generated from deposit services, investment services and trust income, gains and losses on securities, other real estate owned and other assets and other miscellaneous noninterest income.

The following table sets forth the components of noninterest income for the periods indicated:

Three Months Ended March 31,
(dollars in thousands) 2021 2020
Mortgage banking income $ 55,332 $ 32,745
Service charges on deposit accounts 2,339 2,563
ATM and interchange fees 4,341 3,134
Investment services and trust income 2,008 1,697
Gain from securities, net 83 63
Gain on sales or write-downs of other real estate owned 496 51
Loss from other assets (11) (328)
Other 2,142 2,775
Total noninterest income $ 66,730 $ 42,700


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2021		2020		2021		2020
Mortgage banking income	$	35,499	$	72,168	$	90,831	$	104,913
Service charges on deposit accounts	2,266		1,858		4,605		4,421
ATM and interchange fees	5,381		3,606		9,722		6,740
Investment services and trust income	2,999		1,368		5,007		3,065
Gain (loss) from securities, net	144		(28)		227		35
(Loss) gain on sales or write-downs of other real estate owned	(23)		86		473		137
Loss from other assets	(4)		(54)		(15)		(382)
Other	3,038		2,487		5,180		5,262
Total noninterest income	$	49,300	$	81,491	$	116,030	$	124,191

Three months ended ~~March 31,~~June 30, 2021 compared to three months ended ~~March 31,~~June 30, 2020

Noninterest income amounted to ~~$66.7~~$49.3 million for the three months ended ~~March 31,~~June 30, 2021, ~~an increase~~a decrease of ~~$24.0~~$32.2 million, or ~~56.3%~~39.5%, as compared to ~~$42.7~~$81.5 million for the three months ended ~~March 31,~~June 30, 2020. Changes in selected components of noninterest income in the above table are discussed below.

Mortgage banking income primarily includes origination fees and realized gains and losses on the sale of mortgage loans, unrealized change in fair value of mortgage loans and derivatives, and mortgage servicing fees, which includes net

change in fair value of ~~mortgage servicing rights ("MSRs")~~MSRs and related derivatives. Mortgage banking income is initially driven by the recognition of interest rate lock commitments (IRLCs) at fair value at inception of the IRLCs. This is subsequently adjusted for changes in the overall interest rate environment offset by derivative contracts entered into to mitigate the interest rate exposure. Upon sale of the loan, the net fair value gain is reclassified as a realized gain on sale. Mortgage banking income was ~~$55.3~~$35.5 million and ~~$32.7~~$72.2 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

During the three months ended June 30, 2021, the Bank’s mortgage operations had sales of $1,681.5 million which generated a sales margin of 2.94%. This compares to $1,595.4 million and 2.85% for the three months ended June 30, 2020. The industry benefited greatly from declining interest rates during the three months ended June 30, 2020, causing an increase in interest rate lock commitment volume, which has slowed in the three months ended June 30, 2021 across the industry. Mortgage banking income from gains on sale and related fair value changes decreased to $31.9 million during the three months ended June 30, 2021 compared to $80.3 million for the three months ended June 30, 2020. Total interest rate lock volume decreased $464.6 million, or 20.7%, during the three months ended June 30, 2021 over the same period in the previous year.

Our mortgage banking business is directly impacted by the interest rate environment, increased regulations, consumer demand, economic conditions, and investor demand for mortgage securities. Mortgage production, especially refinance activity, declines in rising interest rate environments. Our interest rate lock volume during three months ended June 30, 2021 was composed of 58.2% refinancing activity compared with 79.8% during the same period in the previous year. We continue to see margin compression and reduced volumes due to excess capacity in the industry, refinance fatigue and a shortage of housing in our markets. Our interest rate lock volume is expected to be materially and adversely impacted by rising interest rates and housing shortage, and we expect to see further declines in refinance activity within the mortgage industry when rates rise.

Income from mortgage servicing of $6.8 million and $5.1 million for three months ended June 30, 2021 and 2020, respectively, was partially offset by losses on changes in fair value of MSRs and related hedging activity of $3.1 million and $13.2 million in the three months ended June 30, 2021 and 2020, respectively.

The components of mortgage banking income for three months ended June 30, 2021 and 2020 were as follows:


	Three Months Ended June 30,
(in thousands)	2021			2020
Mortgage banking income:
Origination and sales of mortgage loans	$	49,435		$	45,515
Net change in fair value of loans held for sale and derivatives	(17,579)			34,778
Change in fair value on MSRs	(3,145)			(13,238)
Mortgage servicing income	6,788			5,113
Total mortgage banking income	$	35,499		$	72,168
Interest rate lock commitment volume by line of business:
Consumer direct	$	914,163		$	1,480,878

Retail	860,370			758,228

Total	$	1,774,533		$	2,239,106
Interest rate lock commitment volume by purpose (%):
Purchase	41.9		%	20.2		%
Refinance	58.2		%	79.8		%
Mortgage sales	$	1,681,509		$	1,595,413
Mortgage sale margin	2.94		%	2.85		%
Closing volume	$	1,550,950		$	1,709,375
Outstanding principal balance of mortgage loans serviced	$	10,527,708		$	7,700,862

Income from ATM and interchange fees includes debit card interchange, ATM and other consumer fees. During the three months ended June 30, 2021, these fees increased $1.8 million to $5.4 million compared to $3.6 million during the three months ended June 30, 2020. This increase is attributable to our growth in deposits and increased volume of transactions, which is partially attributed to our acquisition of Franklin completed in 2020.

Investment services and trust income increased $1.6 million to $3.0 million during the three months ended June 30, 2021 compared to $1.4 million during the three months ended June 30, 2020. This increase is primarily due to our growth and increase in wealth management commissions.

Six months ended June 30, 2021 compared to six months ended June 30, 2020

Noninterest income amounted to $116.0 million for the six months ended June 30, 2021, a decrease of $8.2 million, or 6.6%, as compared to $124.2 million for the six months ended June 30, 2020. Changes in selected components of noninterest income in the above table are discussed below.

Mortgage banking income was $90.8 million and $104.9 million for the six months ended June 30, 2021 and 2020, respectively, representing a ~~69.0% increase~~13.4% decrease year-over-year.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, our mortgage operations had sales of ~~$1.57 billion~~$3,253.6 million which generated a gain on sales margin of ~~3.68%~~3.30%. This compares to ~~$1.04 billion~~$2,636.9 million and ~~2.92%~~2.88% for the ~~three~~six months ended ~~March 31,~~June 30, 2020. The increase in gain on sales margin is a result of productive market conditions. The industry benefited greatly from declining interest rates in 2020, causing a sharp increase in interest rate lock commitment ~~volume, which slowed~~volume. It is anticipated that sales will slow in the second half of 2021 ~~with higher~~as interest ~~rates.~~rates rise and housing inventory remains low in some of our markets. Mortgage banking income from gains on sale and related fair value changes increased to ~~$53.7~~$85.5 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to ~~$33.6~~$113.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. Total interest rate lock volume decreased ~~$204.7~~$669.3 million, or ~~9.8%~~15.4%, during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the previous year. The volume mix of refinances and purchases also shifted during ~~three~~six months ended ~~March 31,~~June 30, 2021 to ~~66.4%~~62.4% refinance volume compared with ~~78.5%~~79.2% during the same period in the previous year.

Our mortgage banking business is directly impacted by the interest rate environment, regulatory environment, consumer demand, economic conditions, and investor demand for mortgage securities. Mortgage production, especially refinance activity, declines in rising interest rate environments. ~~While mortgage~~Mortgage production volume ~~began~~is expected to decline in the ~~first quarter~~second half of ~~2021, this is expected to persist throughout~~ 2021 as interest rates rise, which could materially and adversely impact the profitability of our mortgage business.

Income from mortgage servicing of ~~$6.9~~$13.7 million and ~~$5.0~~$10.1 million for ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively, was offset by declines in fair value of MSRs and related hedging activity of ~~$5.3~~$8.4 million and ~~$5.9~~$19.1 million in the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

The components of mortgage banking income for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:


		Three Months Ended March 31,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2021			2020				(dollars in thousands)	2021			2020
Mortgage banking income:
Mortgage banking income									Mortgage banking income
Origination and sales of mortgage loans	Origination and sales of mortgage loans	$	57,893		$	30,390			Origination and sales of mortgage loans	$	107,328		$	75,905
Net change in fair value of loans held for sale and derivatives	Net change in fair value of loans held for sale and derivatives	(4,229)			3,205				Net change in fair value of loans held for sale and derivatives	(21,808)			37,983
Change in fair value on MSRs	Change in fair value on MSRs	(5,263)			(5,868)				Change in fair value on MSRs	(8,408)			(19,106)
Mortgage servicing income	Mortgage servicing income	6,931			5,018				Mortgage servicing income	13,719			10,131
Total mortgage banking income	Total mortgage banking income	$	55,332		$	32,745			Total mortgage banking income	$	90,831		$	104,913
Interest rate lock commitment volume by line of business:	Interest rate lock commitment volume by line of business:								Interest rate lock commitment volume by line of business:
Consumer direct	Consumer direct	$	949,187		$	1,314,625			Consumer direct	$	1,863,350		$	2,795,503

Retail	Retail	939,863			779,155				Retail	1,800,233			1,537,383

Total	Total	$	1,889,050		$	2,093,780			Total	$	3,663,583		$	4,332,886
Interest rate lock commitment volume by purpose (%):	Interest rate lock commitment volume by purpose (%):								Interest rate lock commitment volume by purpose (%):
Purchase	Purchase	33.6		%	21.5		%		Purchase	37.6		%	20.8		%
Refinance	Refinance	66.4		%	78.5		%		Refinance	62.4		%	79.2		%
Mortgage sales	Mortgage sales	$	1,572,070		$	1,041,476			Mortgage sales	$	3,253,579		$	2,636,889
Mortgage sale margin	Mortgage sale margin	3.68		%	2.92		%		Mortgage sale margin	3.30		%	2.88		%
Closing volume	Closing volume	$	1,757,932		$	1,097,672			Closing volume	$	3,308,882		$	2,807,047
Outstanding principal balance of mortgage loans serviced	Outstanding principal balance of mortgage loans serviced	$	10,113,716		$	7,048,917			Outstanding principal balance of mortgage loans serviced	$	10,527,708		$	7,700,862

~~Income from~~ ATM and interchange fees ~~includes debit card interchange, ATM and other consumer fees. These fees~~ increased ~~$1.2~~$3.0 million to ~~$4.3~~$9.7 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to ~~$3.1~~$6.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. This increase is attributable to our growth in deposits and increased volume of transactions, which is partially attributed to our acquisitions completed in 2020. Though we have not yet experienced a decline, ~~yet, if~~ our ~~asset size remains over $10 billion in the second half of 2021, our ATM~~ interchange fee income is expected to decline in 2022 as a result of the Durbin amendment, which limits interchange fees banking institutions with asset sizes greater than $10 billion are permitted to charge.

Other noninterest income for the three months ended March 31, 2021 decreased $0.6 million to $2.1 million as compared to other noninterest income of $2.8 million for three months ended March 31, 2020. This decrease reflects a loss on commercial loans held for sale acquired from Franklin of $0.9 million related to changes in fair value for the three months ended March 31, 2021.

Noninterest expense

Our noninterest expense includes primarily salaries and employee benefits expense, occupancy expense, legal and professional fees, data processing expense, regulatory fees and deposit insurance assessments, advertising and promotion and other real estate owned expense, among others. We monitor the ratio of noninterest expense to the sum of net interest income plus noninterest income, which is commonly known as the efficiency ratio.

The following table sets forth the components of noninterest expense for the periods indicated:


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)		2021		2020			(dollars in thousands)	2021		2020		2021		2020
Salaries, commissions and employee benefits	Salaries, commissions and employee benefits		$	64,571	$	43,622		Salaries, commissions and employee benefits	$	62,367	$	55,258	$	126,938	$	98,880
Occupancy and equipment expense	Occupancy and equipment expense		5,849		4,178			Occupancy and equipment expense	5,356		4,096		11,205		8,274
Legal and professional fees	Legal and professional fees		2,434		1,558			Legal and professional fees	2,090		1,952		4,524		3,510
Data processing	Data processing		2,319		2,453			Data processing	2,542		2,782		4,861		5,235
Merger costs	Merger costs		—		3,050			Merger costs	—		1,586		—		4,636
Amortization of core deposit and other intangibles	Amortization of core deposit and other intangibles		1,440		1,203			Amortization of core deposit and other intangibles	1,394		1,205		2,834		2,408

Advertising	Advertising		2,253		2,389			Advertising	3,559		2,591		5,812		4,980
Other expense	Other expense		15,832		10,106			Other expense	15,652		11,109		31,484		21,215
Total noninterest expense	Total noninterest expense		$	94,698	$	68,559		Total noninterest expense	$	92,960	$	80,579	$	187,658	$	149,138

Three months ended ~~March 31,~~June 30, 2021 compared to three months ended ~~March 31,~~June 30, 2020

Noninterest expense increased by $12.4 million during the three months ended June 30, 2021 to $93.0 million as compared to $80.6 million in the three months ended June 30, 2020. Changes in selected components of noninterest expense in the above table are discussed below.

Salaries, commissions and employee benefits expense was the largest component of noninterest expenses representing 67.1% and 68.6% of total noninterest expense in the three months ended June 30, 2021 and 2020, respectively. During the three months ended June 30, 2021, salaries and employee benefits expense increased $7.1 million, or 12.9%, to $62.4 million as compared to $55.3 million for the three months ended June 30, 2020. This increase was mainly driven by an increase of $8.4 million in salaries due to the impact of our headcount increase resulting from our acquisition of Franklin and investment in additional revenue producers in our markets, which included a $4.0 million decrease in salaries in the Mortgage segment, reflective of the slowdown in production during the period.

Costs resulting from our equity compensation grants during the three months ended June 30, 2021 and 2020 amounted $2.5 million and $2.3 million, respectively. These grants comprise restricted stock units that were granted in conjunction with our 2016 IPO to all full-time associates and extended to new associates each year, in addition to annual performance grants. Additionally, this expense includes costs related to performance-based restricted stock units granted during 2021 and 2020 which resulted in $0.3 million of expense during both the three months ended June 30, 2021 and 2020.

There were no merger costs for the three months ended June 30, 2021 compared to $1.6 million in merger cost for the three months ended June 30, 2020. Merger costs during the three months ended June 30, 2020 include costs associated with the conversion related to our acquisition of Farmers National that was completed during the first quarter 2020.

Other noninterest expense primarily includes mortgage servicing expenses, regulatory fees and deposit insurance assessments, software license and maintenance fees and various other miscellaneous expenses. Other noninterest expense increased $4.5 million during the three months ended June 30, 2021 to $15.7 million compared to $11.1 million during the three months ended June 30, 2020. This increase includes $2.1 million increase in software license and maintenance fees, $0.7 million increase in mortgage servicing expenses, $0.6 million in offering costs under our registration rights agreement from the secondary offering completed during the period, and additional overall increase in miscellaneous and other costs associated with our growth, including the impact of our acquisitions.

Six months ended June 30, 2021 compared to six months ended June 30, 2020

Noninterest expense increased by ~~$26.1~~$38.5 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 to ~~$94.7~~$187.7 million as compared to ~~$68.6~~$149.1 million in the ~~three~~six months ended ~~March 31,~~June 30, 2020. Changes in selected components of noninterest expense in the above table are discussed below.

Salaries, commissions and employee benefits expense was the largest component of noninterest expenses representing ~~68.2%~~67.6% and ~~63.6%~~66.3% of total noninterest expense in the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, salaries and employee benefits expense increased ~~$20.9~~$28.1 million, or ~~48.0%~~28.4%, to ~~$64.6~~$126.9 million as compared to ~~$43.6~~$98.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. ~~Included in~~The largest components of the ~~$20.9~~$28.1 million increase was an increase of ~~$5.4~~$5.5 million in commissions ~~$4.0 million in accrued bonuses~~ and ~~$8.3~~$16.8 million employee salaries. These increases were mainly driven by our increase in headcount as a result of our ~~mergers in addition to increased mortgage activity.~~mergers. Our full-time equivalent ~~("FTE")~~ employees increased to ~~1,882~~1,945 as of ~~March 31,~~June 30, 2021 from ~~1,475~~1,506 as of ~~March 31,~~June 30, 2020. ~~Also included in total salaries, commissions and employee benefits expense was an increase of $1.7 million in payroll taxes resulting from the increase in FTE's previously discussed.~~

Costs resulting from our equity compensation grants during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 amounted to ~~$2.7~~$5.2 million and ~~$1.9~~$4.2 million, respectively. These grants comprise restricted stock units granted to all new full-time associates each year in addition to annual performance grants, employment agreement grants and grants resulting from acquisition. Additionally, during 2020 we began granting performance-based stock units, which resulted in ~~$0.2~~$0.5 million and ~~$0.1~~$0.4 million in expense during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

Occupancy and equipment expense increased ~~$1.7~~$2.9 million to ~~$5.8~~$11.2 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to ~~$4.2~~$8.3 million in the ~~three~~six months ended ~~March 31,~~June 30, 2020. This increase is related to increased leased property and maintenance costs which increased as a result of our merger activity and additional locations.

Merger costs amounted to ~~$3.1~~$4.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020 related to our acquisition and conversion of Farmers National, which closed February 14, 2020. There was no such merger activity ~~in the first quarter of~~during six months ended June 30, 2021.

during the ~~three~~six months ended ~~March 31,~~June 30, 2020. The increase reflects a ~~$1.1~~$4.1 million increase in ~~mortgage servicing expenses,~~software licenses and maintenance fees, a $1.2 million increase in regulatory fees and increased ~~regulatory and~~ other costs associated with our growth, including the impact of our 2020 acquisitions.

Efficiency ratio

The efficiency ratio is one measure of productivity in the banking industry. This ratio is calculated to measure the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. We calculate this ratio by dividing noninterest expense by the sum of net interest income and noninterest income. For an adjusted efficiency ratio, we exclude certain gains, losses and expenses we do not consider core to our business.

Our efficiency ratio was ~~63.4%~~68.4% and ~~69.3%~~65.8% for the three and six months ended ~~March 31,~~June 30, 2021, respectively, and 58.9% and 63.3% for the three and six months ended June 30, 2020, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was ~~63.0%~~68.9% and ~~65.7%~~65.8% for the three and six months ended ~~March 31,~~June 30, 2021, respectively, and 57.5% and 60.9% for the three and six months ended June 30, 2020, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the adjusted efficiency ratio.

Return on equity and assets

The following table sets forth our ROAA, ROAE, dividend payout ratio and average shareholders’ equity to average assets ratio for the periods indicated:


		Three Months Ended March 31,			Year ended December 31,			Three Months Ended June 30,				Six Months Ended June 30,				Year ended December 31,
			2021		2020		2020			2021		2020		2021		2020		2020
Return on average total assets	Return on average total assets		1.86	%	0.05	%	0.75	%	Return on average total assets	1.46	%	1.30	%	1.66	%	0.70	%	0.75	%
Return on average shareholders' equity	Return on average shareholders' equity		16.5	%	0.39	%	6.58	%	Return on average shareholders' equity	13.0	%	11.6	%	14.7	%	6.07	%	6.58	%
Dividend payout ratio	Dividend payout ratio		10.0	%	384.7	%	22.8	%	Dividend payout ratio	12.3	%	12.9	%	11.0	%	24.7	%	22.8	%
Average shareholders’ equity to average assets	Average shareholders’ equity to average assets		11.3	%	12.0	%	11.5	%	Average shareholders’ equity to average assets	11.3	%	11.2	%	11.3	%	11.6	%	11.5	%

As previously discussed, during the three and six months ended ~~March 31,~~June 30, 2021, we recognized a reversal in our provisions for credit losses of ~~$13.9~~$13.8 million and $27.7 million, respectively, which contributed to an improvement in return on average total assets of ~~1.86%~~1.46% and 1.66% for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively. This compares to provisions for credit losses of ~~$29.6~~$25.9 million and $55.5 million for the three and six months ended ~~March 31,~~June 30, 2020 as a result of the onset of COVID-19 and impact on the macroeconomic forecasts included in our CECL model, which resulted in a return on average assets of ~~0.05%.~~1.30% and 0.70%, respectively. Our return on average shareholders’ equity was ~~16.5%~~13.0% and 14.7% for the three and six months ended ~~March 31,~~June 30, 2021, respectively, as compared to ~~0.39%~~11.6% and 6.07% for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively.

Income taxes

~~We recorded an income~~Income tax expense ~~of $15.6~~was $13.4 million and ~~$0.1~~$7.5 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $29.0 million and $7.5 million for the six months ended June 30, 2021 and 2020, respectively. This represents effective tax rates of ~~22.77%~~23.7% and ~~9.70%~~24.6% for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and 23.2% and 24.2% for the six months ended June 30, 2021 and 2020, respectively. The primary differences from the enacted rates are applicable state income taxes reduced for non-taxable income and tax credits, and additional deductions for equity-based compensation upon the distribution of restricted stock units. The effective tax rate was unusually low for the three months ended March 31, 2020 as these items represented a much larger portion of pre-tax income than what we have experienced in other quarters.RSUs.

We are subject to Internal Revenue Code Section 162(m), which limits the deductibility of compensation of certain individuals. The restricted stock unit plans that existed prior to coming a public company will have payments in 2021 after the reliance period defined in the Section 162 regulations. Under the limitations of IRC Section 162(m), we will not be able to realize the deferred tax asset established on certain restricted stock units granted to these covered individuals. Therefore, a valuation allowance was established in the first quarter of 2021 related to our inability to take the benefit of the exercise of the restricted stock units. It is our policy to apply the IRC Section 162(m) limitations to stock based compensation first; therefore, the ~~first quarter~~ 2021 nondeductible IRC Section 162(m) expense was related to cash compensation and expense on the exercised restricted stock units that were above the limit as defined in IRC Section 162(m).

Financial condition

The following discussion of our financial condition compares balances as of ~~March 31,~~June 30, 2021 with December 31, 2020.

Total assets

Our total assets were ~~$11.94~~$11.92 billion at ~~March 31,~~June 30, 2021, compared to total assets of $11.21 billion as of December 31, 2020. This increase included increased levels of liquidity as we held cash and cash equivalents of ~~$1.90~~$1.72 billion at ~~March 31,~~June 30, 2021, an increase of ~~$0.58~~$0.40 billion from $1.32 billion as of December 31, 2020. Also included in the ~~change~~increase in total assets from December 31, 2020 was an increase of ~~$151.0~~$232.0 million in ~~mortgage loans held for sale.~~available-for-sale debt securities.

Loan portfolio

Our loan portfolio is our most significant earning asset, comprising ~~59.0%~~60.4% and 63.2% of our total assets as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives. Our overall lending approach is primarily focused on providing credit to our customers directly rather than purchasing loan syndications and loan participations from other banks (collectively, “participated loans”). At ~~March 31,~~June 30, 2021 and December 31, 2020, loans held for investment included approximately ~~$202.5~~$194.6 million and $206.8 million, respectively, related to purchased participation loans. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.

Loans by type

The following table sets forth the balance and associated percentage of each class of financing receivable in our loan portfolio as of the dates indicated:


		As of March 31,				As of December 31,							As of June 30,				As of December 31,
		2021				2020				2021	2020
(dollars in thousands)	(dollars in thousands)	Amount		% of total		Amount		% of total				(dollars in thousands)	Amount		% of total		Amount		% of total
Loan Type:	Loan Type:											Loan Type:
Commercial and industrial (1)	Commercial and industrial (1)	$	1,292,530	18	%	$	1,346,122	19	%			Commercial and industrial (1)	$	1,238,940	17	%	$	1,346,122	19	%
Construction	Construction	1,120,585		16	%	1,222,220		17	%			Construction	1,145,165		16	%	1,222,220		17	%
Residential real estate:	Residential real estate:											Residential real estate:
1-to-4 family	1-to-4 family	1,078,618		15	%	1,089,270		15	%			1-to-4 family	1,126,623		16	%	1,089,270		15	%
Line of credit	Line of credit	394,510		6	%	408,211		6	%			Line of credit	401,343		6	%	408,211		6	%
Multi-family	Multi-family	271,839		4	%	175,676		2	%			Multi-family	363,600		5	%	175,676		2	%
Commercial real estate:	Commercial real estate:											Commercial real estate:
Owner-Occupied	Owner-Occupied	936,473		13	%	924,841		13	%			Owner-Occupied	923,605		13	%	924,841		13	%
Non-Owner Occupied	Non-Owner Occupied	1,652,638		24	%	1,598,979		23	%			Non-Owner Occupied	1,675,214		23	%	1,598,979		23	%
Consumer and other	Consumer and other	300,149		4	%	317,640		5	%			Consumer and other	324,464		4	%	317,640		5	%
Total loans	Total loans	$	7,047,342	100	%	$	7,082,959	100	%			Total loans	$	7,198,954	100	%	$	7,082,959	100	%

(1)Includes ~~$145.7~~$57.4 million and $212.6 million of loans originated as part of the PPP as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

6377

Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At ~~March 31,~~June 30, 2021 and December 31, 2020, there were no concentrations of loans exceeding 10% of total loans other than the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories. While most industries have ~~and are expected to continue to experience adverse impacts~~been adversely impacted as a result of COVID–19, certain industries are more sensitive and for that reason present ~~more~~greater risk than ~~others.~~other industries. The following presents industry loan categories considered to be “of concern” in relation to our total portfolio as of ~~March 31,~~June 30, 2021 and December 31, 2020.


			Approximate % of total loans					Approximate % of total loans
Industry	Industry	Description of components	March 31, 2021		December 31, 2020		Industry	Description of components	June 30, 2021		December 31, 2020
Retail lending	Retail lending	Includes non-owner occupied CRE, automobile, recreational vehicle and boat dealers, gas stations and convenience stores, pharmacies and drug stores, and sporting goods.	8.9	%	8.7	%	Retail lending	Includes non-owner occupied CRE, automobile, recreational vehicle and boat dealers, gas stations and convenience stores, pharmacies and drug stores, and sporting goods.	8.0	%	8.7	%
Healthcare	Healthcare	Includes assisted living, nursing and continuing care, medical practices, social assistance, mental health and substance abuse centers.	4.5	%	4.9	%	Healthcare	Includes assisted living, nursing and continuing care, medical practices, social assistance, mental health and substance abuse centers.	4.3	%	4.9	%
Hotel	Hotel	Vast majority of hotel exposure is built around long-term successful hotel operators and strong flags located within our banking footprint.	4.8	%	4.9	%	Hotel	Vast majority of hotel exposure is built around long-term successful hotel operators and strong flags located within our banking footprint.	4.6	%	4.9	%
Other leisure	Other leisure	Includes marinas, recreational vehicle parks and campgrounds, fitness and recreational sports centers, sports teams and clubs, historical sites, and theaters.	1.7	%	1.7	%	Other leisure	Includes marinas, recreational vehicle parks and campgrounds, fitness and recreational sports centers, sports teams and clubs, historical sites, and theaters.	1.7	%	1.7	%
Transportation	Transportation	Includes trucking exposure made up of truckload operators, equipment lessors to owner/operators, and local franchisees of major national trucking companies. Also includes air travel (no commercial airlines) and support and to a lesser extent, consumer charter and transportation and warehousing.	1.6	%	1.6	%	Transportation	Includes trucking exposure made up of truckload operators, equipment lessors to owner/operators, and local franchisees of major national trucking companies. Also includes air travel (no commercial airlines) and support and to a lesser extent, consumer charter and transportation and warehousing.	1.7	%	1.6	%
Restaurants	Restaurants	Majority made up of full service restaurants with no major concentration by operator or brand. Also includes limited service restaurants and bars.	2.3	%	2.0	%	Restaurants	Majority made up of full service restaurants with no major concentration by operator or brand. Also includes limited service restaurants and bars.	2.2	%	2.0	%

Banking regulators have established thresholds of less than 100% of tier 1 capital plus allowance for credit losses in construction lending and less than 300% of tier 1 capital plus allowance for credit losses in commercial real estate lending that management monitors as part of the risk management process. The construction concentration ratio is a percentage of the outstanding construction and land development loans to total tier 1 capital plus allowance for credit losses. The commercial real estate concentration ratio is a percentage of the outstanding balance of non-owner occupied commercial real estate, multifamily, and construction and land development loans to tier 1 capital plus allowance for credit losses. Management strives to operate within the thresholds set forth above.

When a company's ratios are in excess of one or both of these guidelines, banking regulators generally require an increased level of monitoring in these lending areas by management.

The table below shows concentration ratios for the Bank and Company as of ~~March 31,~~June 30, 2021 and December 31, 2020, which both were within the stated thresholds.


		As a percentage (%) of tier 1 capital plus allowance for credit losses					As a percentage (%) of tier 1 capital plus allowance for credit losses
		FirstBank		FB Financial Corporation			FirstBank		FB Financial Corporation
March 31, 2021
June 30, 2021						June 30, 2021
Construction	Construction	87.5	%	86.4	%	Construction	89.7	%	86.6	%
Commercial real estate	Commercial real estate	239.2	%	236.1	%	Commercial real estate	250.8	%	242.1	%
December 31, 2020	December 31, 2020					December 31, 2020
Construction	Construction	93.1	%	96.9	%	Construction	93.1	%	96.9	%
Commercial real estate	Commercial real estate	228.3	%	237.7	%	Commercial real estate	228.3	%	237.7	%

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Loan categories

The principal categories of our loans held for investment portfolio are discussed below:

Commercial and industrial loans. We provide a mix of variable and fixed rate commercial and industrial loans. Our commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses for working capital and operating needs and business expansions, including the purchase of capital equipment and loans made to farmers relating to their operations. This category also includes loans secured by manufactured housing receivables. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. This category also includes the loans we originated as part of the PPP, established by the Coronavirus Aid, Relief and Economic Security ~~("CARES")~~ Act. The PPP is administered by the SBA, and loans we originated as part of the PPP may be forgiven by the SBA under a set of defined rules. These federally guaranteed loans were intended to provide up to 24 weeks of payroll and other operating costs as a source of aid to small- and medium-sized businesses. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and personal guarantees. We plan to continue to make commercial and industrial loans an area of emphasis in our lending operations in the future. Excluding PPP loans totaling ~~$145.7~~$57.4 million and $212.6 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, our commercial and industrial loans comprised ~~$1.15~~$1.18 billion, or 17%, and $1.13 billion, or 16%, respectively, of our loans held for investment.

Commercial real estate owner-occupied loans. Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower, and hence are dependent on the success of the underlying business for repayment and are more exposed to general economic conditions.

Commercial real estate non-owner occupied loans. Our commercial real estate non-owner occupied loans include loans to finance commercial real estate non-owner occupied investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale of the completed property or rental proceeds from such property, and are therefore more sensitive to adverse conditions in the real estate market, which can also be affected by general economic conditions.

Residential real estate 1-4 family mortgage loans. Our residential real estate 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, including manufactured homes with real estate, which are both owner-occupied and investor owned. We intend to continue to make residential 1-4 family housing loans at a similar pace, so long as housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. First lien residential 1-4 family mortgages may be affected by unemployment or underemployment and deteriorating market values of real estate.

Residential line of credit loans. Our residential line of credit loans are primarily revolving, open-end lines of credit secured by 1-4 family residential properties. We intend to continue to make residential line of credit loans if housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. Residential line of credit loans may be affected by unemployment or underemployment and deteriorating market values of real estate.

Multi-family residential loans. Our multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. These loans may be affected by unemployment or underemployment and deteriorating market values of real estate.

Construction loans. Our construction loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small- and medium-sized businesses and individuals. These loans are generally secured by the land or the real property being built and are made based on our assessment of the value of the property on an as-completed basis. We expect to continue to make construction loans at a similar pace so long as demand continues and the market for and values of such properties remain stable or continue to improve in our markets. These loans can carry risk of repayment when projects incur cost overruns, have an increase in the price of building materials, encounter zoning and environmental issues, or encounter other factors that may affect the completion of a

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project on time and on budget. Additionally, repayment risk may be negatively impacted when the market experiences a deterioration in the value of real estate.

Consumer and other loans. Consumer and other loans include consumer loans made to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans and personal lines of credit. Consumer loans are generally secured by vehicles and other household goods. The collateral securing consumer loans may depreciate over time. The company seeks to minimize these risks through its underwriting standards. Other loans also include loans to states and political subdivisions in the U.S. These loans are generally subject to the risk that the borrowing municipality or political subdivision may lose a significant portion of its tax base or that the project for which the loan was made may produce inadequate revenue. None of these categories of loans represents a significant portion of our loan portfolio.

Loan maturity and sensitivities

The following tables present the contractual maturities of our loan portfolio as of ~~March 31,~~June 30, 2021 and December 31, 2020. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment assumptions or scheduled repayments. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company had ~~$22.2~~$22.0 million and $22.4 million, respectively, in fixed-rate loans in which the Company has entered into variable rate swap contracts.


Loan type (dollars in thousands)	Loan type (dollars in thousands)	Maturing in one year or less			Maturing in one to five years			Maturing after five years			Total			Loan type (dollars in thousands)	Maturing in one year or less			Maturing in one to five years			Maturing after five years			Total
As of March 31, 2021
As of June 30, 2021														As of June 30, 2021
Commercial and industrial	Commercial and industrial	$	451,452		$	680,665		$	160,413		$	1,292,530		Commercial and industrial	$	507,749		$	567,998		$	163,193		$	1,238,940
Commercial real estate:	Commercial real estate:													Commercial real estate:
Owner occupied	Owner occupied	124,430			474,253			337,790			936,473			Owner occupied	100,825			482,077			340,703			923,605
Non-owner occupied	Non-owner occupied	179,626			743,939			729,073			1,652,638			Non-owner occupied	95,109			804,332			775,773			1,675,214
Residential real estate:	Residential real estate:													Residential real estate:
1-to-4 family	1-to-4 family	298,935			312,121			467,562			1,078,618			1-to-4 family	76,140			365,486			684,997			1,126,623
Line of credit	Line of credit	168,863			50,351			175,296			394,510			Line of credit	33,996			77,182			290,165			401,343
Multi-family	Multi-family	10,499			153,954			107,386			271,839			Multi-family	4,879			234,280			124,441			363,600
Construction	Construction	583,083			387,573			149,929			1,120,585			Construction	579,896			416,833			148,436			1,145,165
Consumer and other	Consumer and other	27,728			73,459			198,962			300,149			Consumer and other	39,883			79,647			204,934			324,464
Total ($)	Total ($)	$	1,844,616		$	2,876,315		$	2,326,411		$	7,047,342		Total ($)	$	1,438,477		$	3,027,835		$	2,732,642		$	7,198,954
Total (%)	Total (%)	26.2		%	40.8		%	33.0		%	100.0		%	Total (%)	20.0		%	42.0		%	38.0		%	100.0		%


Loan type (dollars in thousands)	Maturing in one year or less			Maturing in one to five years			Maturing after five years			Total
As of December 31, 2020
Commercial and industrial	$	225,384		$	955,847		$	164,891		$	1,346,122
Commercial real estate:
Owner occupied	114,993			453,426			356,422			924,841
Non-owner occupied	134,846			770,849			693,284			1,598,979
Residential real estate:
1-to-4 family	78,600			361,804			648,866			1,089,270
Line of credit	27,970			82,084			298,157			408,211
Multi-family	6,291			74,139			95,246			175,676
Construction	613,153			384,124			224,943			1,222,220
Consumer and other	29,051			77,398			211,191			317,640
Total ($)	$	1,230,288		$	3,159,671		$	2,693,000		$	7,082,959
Total (%)	17.4		%	44.6		%	38.0		%	100.0		%

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For loans due after one year or more, the following tables present the sensitivities to changes in interest rates as of ~~March 31,~~June 30, 2021 and December 31, 2020.


Loan type (dollars in thousands)	Loan type (dollars in thousands)	Fixed interest rate			Floating interest rate			Total			Loan type (dollars in thousands)	Fixed interest rate			Floating interest rate			Total
As of March 31, 2021
As of June 30, 2021											As of June 30, 2021
Commercial and industrial	Commercial and industrial	$	497,372		$	343,706		$	841,078		Commercial and industrial	$	356,868		$	374,323		$	731,191
Commercial real estate:	Commercial real estate:										Commercial real estate:
Owner occupied	Owner occupied	529,531			282,512			812,043			Owner occupied	548,249			274,531			822,780
Non-owner occupied	Non-owner occupied	622,257			850,755			1,473,012			Non-owner occupied	664,951			915,154			1,580,105
Residential real estate:	Residential real estate:										Residential real estate:
1-to-4 family	1-to-4 family	626,189			153,494			779,683			1-to-4 family	843,282			207,201			1,050,483
Line of credit	Line of credit	2,384			223,263			225,647			Line of credit	2,004			365,343			367,347
Multi-family	Multi-family	96,131			165,209			261,340			Multi-family	115,881			242,840			358,721
Construction	Construction	150,546			386,956			537,502			Construction	165,149			400,120			565,269
Consumer and other	Consumer and other	252,404			20,017			272,421			Consumer and other	266,727			17,854			284,581
Total ($)	Total ($)	$	2,776,814		$	2,425,912		$	5,202,726		Total ($)	$	2,963,111		$	2,797,366		$	5,760,477
Total (%)	Total (%)	53.4		%	46.6		%	100.0		%	Total (%)	51.4		%	48.6		%	100.0		%


Loan type (dollars in thousands)	Fixed interest rate			Floating interest rate			Total
As of December 31, 2020
Commercial and industrial	$	577,567		$	543,171		$	1,120,738
Commercial real estate:
Owner occupied	534,035			275,813			809,848
Non-owner occupied	609,100			855,033			1,464,133
Residential real estate:
1-to-4 family	809,012			201,658			1,010,670
Line of credit	4,647			375,594			380,241
Multi-family	86,232			83,153			169,385
Construction	182,761			426,306			609,067
Consumer and other	267,263			21,326			288,589
Total ($)	$	3,070,617		$	2,782,054		$	5,852,671
Total (%)	52.5		%	47.5		%	100.0		%

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The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of ~~March 31,~~June 30, 2021 and December 31, 2020.


(dollars in thousands)	(dollars in thousands)	Fixed interest rate			Floating interest rate			Total			(dollars in thousands)	Fixed interest rate			Floating interest rate			Total
As of March 31, 2021
As of June 30, 2021											As of June 30, 2021
One year or less	One year or less	$	751,239		$	1,093,377		$	1,844,616		One year or less	$	590,905		$	847,572		$	1,438,477
One to five years	One to five years	1,746,903			1,129,412			2,876,315			One to five years	1,713,193			1,314,642			3,027,835
More than five years	More than five years	1,029,911			1,296,500			2,326,411			More than five years	1,249,918			1,482,724			2,732,642
Total ($)	Total ($)	$	3,528,053		$	3,519,289		$	7,047,342		Total ($)	$	3,554,016		$	3,644,938		$	7,198,954
Total (%)	Total (%)	50.1		%	49.9		%	100.0		%	Total (%)	49.4		%	50.6		%	100.0		%


(dollars in thousands)	Fixed interest rate			Floating interest rate			Total
As of December 31, 2020
One year or less	$	321,315		$	908,973		$	1,230,288
One to five years	1,906,319			1,253,352			3,159,671
More than five years	1,164,298			1,528,702			2,693,000
Total ($)	$	3,391,932		$	3,691,027		$	7,082,959
Total (%)	47.9		%	52.1		%	100.0		%

Of the loans shown above with floating interest rates, many have interest rate floors as follows:


Loans with interest rate floors (dollars in thousands)	Loans with interest rate floors (dollars in thousands)	Maturing in one year or less		Weighted average level of support (bps)	Maturing in one to five years		Weighted average level of support (bps)	Maturing after five years		Weighted average level of support (bps)	Total		Weighted average level of support (bps)	Loans with interest rate floors (dollars in thousands)	Maturing in one year or less		Weighted average level of support (bps)	Maturing in one to five years		Weighted average level of support (bps)	Maturing after five years		Weighted average level of support (bps)	Total		Weighted average level of support (bps)
As of March 31, 2021
As of June 30, 2021														As of June 30, 2021
Loans with current rates above floors:	Loans with current rates above floors:													Loans with current rates above floors:

1-25 bps	1-25 bps	$	71,554	20.44	$	195,046	16.49	$	60,740	16.84	$	327,340	17.42	1-25 bps	$	57,399	22.48	$	232,419	13.94	$	191,048	14.30	$	480,866	15.10
26-50 bps	26-50 bps	7,670		50.00	2,429		49.68	68,229		33.04	78,328		35.21	26-50 bps	10,965		50.00	3,096		49.26	16,897		47.95	30,958		48.81
51-75 bps	51-75 bps	508		74.99	4,745		73.13	16,056		72.04	21,309		72.35	51-75 bps	805		47.99	4,299		74.41	14,161		73.08	19,265		73.46
76-100 bps	76-100 bps	491		100.00	543		96.50	5,518		93.59	6,552		94.31	76-100 bps	1,202		100.00	819		95.14	4,760		95.43	6,781		96.21
101-125 bps	101-125 bps	386		121.62	147		124.82	1,958		121.00	2,491		121.32	101-125 bps	431		120.82	142		125.00	1,867		122.01	2,440		121.98
126-150 bps	126-150 bps	44		150.00	11,269		137.12	3,277		145.22	14,590		138.98	126-150 bps	48		150.00	11,174		135.73	3,187		147.35	14,409		138.35
151-200 bps	151-200 bps	1,141		183.95	1,576		178.92	6,018		176.99	8,735		178.25	151-200 bps	223		177.24	1,653		178.53	5,515		177.56	7,391		177.77
201-250 bps	201-250 bps	—		—	368		247.49	920		239.69	1,288		241.92	201-250 bps	—		—	268		247.40	924		239.72	1,192		241.45
251 bps and above	251 bps and above	867		275.00	761		283.31	2,445		296.55	4,073		289.49	251 bps and above	813		321.36	696		282.23	2,753		300.93	4,262		301.77
Total loans with current rates above floors	Total loans with current rates above floors	$	82,661	29.46	$	216,884	27.15	$	165,161	46.46	$	464,706	34.42	Total loans with current rates above floors	$	71,886	33.09	$	254,566	23.11	$	241,112	32.18	$	567,564	28.22
Loans with current rates below floors:	Loans with current rates below floors:													Loans with current rates below floors:
1-25 bps	1-25 bps	$	69,855	21.61	$	75,288	17.89	$	41,851	18.37	$	186,994	19.39	1-25 bps	$	78,804	22.30	$	121,389	19.65	$	75,951	16.45	$	276,144	19.53
26-50 bps	26-50 bps	53,827		48.71	81,617		43.75	128,209		42.68	263,653		44.24	26-50 bps	61,034		48.37	86,743		44.16	107,435		47.62	255,212		46.63
51-75 bps	51-75 bps	100,825		74.17	43,899		70.76	120,999		65.22	265,723		69.53	51-75 bps	99,323		73.82	88,026		69.38	128,092		68.15	315,441		70.28
76-100 bps	76-100 bps	75,464		95.24	141,213		88.58	102,214		91.21	318,891		91.00	76-100 bps	65,676		96.03	121,595		88.87	96,707		93.00	283,978		91.93
101-125 bps	101-125 bps	38,498		124.03	42,618		122.65	91,592		117.30	172,708		120.12	101-125 bps	32,334		124.03	50,163		120.59	74,484		118.01	156,981		120.07
126-150 bps	126-150 bps	54,097		141.26	37,352		138.05	118,997		138.83	210,446		139.32	126-150 bps	22,963		142.85	43,805		139.30	83,427		139.85	150,195		140.15
151-200 bps	151-200 bps	57,325		175.88	61,987		179.80	94,347		176.95	213,659		177.49	151-200 bps	38,580		182.10	64,207		179.83	92,951		178.50	195,738		179.65
201-250 bps	201-250 bps	8,931		225.58	30,795		226.41	72,219		219.19	111,945		221.69	201-250 bps	23,197		233.12	20,097		223.34	48,562		223.75	91,856		226.03
251 bps and above	251 bps and above	17,278		367.28	37,599		287.12	48,449		308.01	103,326		310.32	251 bps and above	18,709		362.36	35,703		287.92	47,842		308.50	102,254		311.16
Total loans with current rates below floors	Total loans with current rates below floors	$	476,100	104.30	$	552,368	108.31	$	818,877	119.88	$	1,847,345	112.41	Total loans with current rates below floors	$	440,620	101.79	$	631,728	97.50	$	755,451	114.85	$	1,827,799	105.71

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Asset quality

In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions, including extensions or interest rate modifications, to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. Furthermore, we are committed to collecting on all of our loans, which can result in us carrying higher nonperforming assets. We believe this practice leads to higher recoveries in the long-term.

Nonperforming assets

Our nonperforming assets consist of nonperforming loans, other real estate owned and other miscellaneous non-earning assets. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. In our loan review process, we seek to identify and proactively address nonperforming loans. Accrued interest receivable written off on as an adjustment to interest income amounted to ~~$465~~$0.1 million and ~~$120~~$0.2 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $0.6 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of ~~$0.7~~$0.5 million and ~~$0.3~~$0.2 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $1.2 million and $0.4 million for the six months ended June 30, 2021 and 2020, respectively.

As of ~~March 31,~~June 30, 2021 and December 31, 2020, we had ~~$91.4~~$78.2 million and $84.2 million, respectively, in nonperforming assets. In addition to loans held for investment, nonperforming assets included commercial loans held for sale that were past due 90 days or more or not accruing interest. These nonperforming commercial loans held for sale represent a pool of shared national credits and institutional healthcare loans that were acquired during 2020 in our acquisition of Franklin and amounted to ~~$12.8~~$5.8 million and $6.5 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. As of ~~March 31,~~June 30, 2021 and December 31, 2020, other real estate owned included ~~$6.4~~$5.5 million and $5.7 million, respectively, of excess land and facilities held for sale resulting from our acquisitions. Other nonperforming assets included other repossessed non-real estate ~~amounted~~amounting to $0.8 million and $1.2 million as of ~~both March 31,~~June 30, 2021 and December 31, ~~2020.~~2020, respectively.

Government National Mortgage Association ~~("GNMA")~~ optional repurchase programs allow financial institutions to buy back

individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing and was the original transferor. At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100 percent of the remaining principal balance of the loan. Under FASB ASC Topic 860, “Transfers and Servicing,” this buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When the Company is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be brought back onto the balance sheet, regardless of whether the Company intends to exercise the buy-back option if the buyback option provides the transferor a more-than-trivial benefit. At ~~March 31,~~June 30, 2021 and December 31, 2020, there were ~~$143.1~~$120.9 million and $151.2 million of delinquent GNMA loans that had previously been sold; however, we determined there not to be a more-than-trivial benefit of rebooking based on an analysis of interest rates and an assessment of potential reputational risk associated with these loans. As such, these were not recorded on our balance sheets as of ~~March 31,~~June 30, 2021 or December 31, 2020.

6983

The following table provides details of our nonperforming assets, the ratio of such loans and other nonperforming assets to total assets, and certain other related information as of the dates presented:


		As of March 31,						As of December 31,				As of June 30,						As of December 31,
(dollars in thousands)	(dollars in thousands)	2021			2020			2020			(dollars in thousands)	2021			2020			2020
Loan Type	Loan Type										Loan Type
Commercial and industrial	Commercial and industrial	$	14,247		$	4,312		$	16,335		Commercial and industrial	$	15,642		$	2,419		$	16,335
Construction	Construction	5,584			1,622			4,626			Construction	5,790			1,947			4,626
Residential real estate:	Residential real estate:										Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	15,184			9,128			16,393			1-to-4 family mortgage	13,096			10,104			16,393
Residential line of credit	Residential line of credit	2,867			1,252			1,996			Residential line of credit	1,237			981			1,996
Multi-family mortgage	Multi-family mortgage	55			—			57			Multi-family mortgage	53			—			57
Commercial real estate:	Commercial real estate:										Commercial real estate:
Owner occupied	Owner occupied	12,872			1,904			7,948			Owner occupied	8,074			2,644			7,948
Non-owner occupied	Non-owner occupied	12,064			9,767			12,471			Non-owner occupied	12,016			13,339			12,471
Consumer and other	Consumer and other	3,363			3,021			4,630			Consumer and other	3,619			3,391			4,630
Total nonperforming loans held for investment	Total nonperforming loans held for investment	66,236			31,006			64,456			Total nonperforming loans held for investment	59,527			34,825			64,456
Loans held for sale	Loans held for sale	12,779			—			6,489			Loans held for sale	5,844			—			6,489
Other real estate owned	Other real estate owned	11,177			17,072			12,111			Other real estate owned	11,986			15,091			12,111
Other	Other	1,230			1,188			1,170			Other	816			1,306			1,170
Total nonperforming assets	Total nonperforming assets	$	91,422		$	49,266		$	84,226		Total nonperforming assets	$	78,173		$	51,222		$	84,226
Total nonperforming loans held for investment as a percentage of total loans held for investment	Total nonperforming loans held for investment as a percentage of total loans held for investment	0.94		%	0.68		%	0.91		%	Total nonperforming loans held for investment as a percentage of total loans held for investment	0.83		%	0.72		%	0.91		%
Total nonperforming assets as a percentage of total assets	Total nonperforming assets as a percentage of total assets	0.77		%	0.74		%	0.75		%	Total nonperforming assets as a percentage of total assets	0.66		%	0.71		%	0.75		%
Total accruing loans over 90 days delinquent as a percentage of total assets	Total accruing loans over 90 days delinquent as a percentage of total assets	0.09		%	0.10		%	0.12		%	Total accruing loans over 90 days delinquent as a percentage of total assets	0.08		%	0.09		%	0.12		%
Loans restructured as troubled debt restructurings	Loans restructured as troubled debt restructurings	$	26,095		$	11,566		$	15,988		Loans restructured as troubled debt restructurings	$	42,678		$	13,277		$	15,988
Troubled debt restructurings as a percentage of total loans held for investment	Troubled debt restructurings as a percentage of total loans held for investment	0.37		%	0.25		%	0.23		%	Troubled debt restructurings as a percentage of total loans held for investment	0.59		%	0.28		%	0.23		%

We have evaluated our nonperforming loans held for investment and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses ~~at March 31,~~as of June 30, 2021. Management also continually monitors past due loans for potential credit quality deterioration. Loans not considered nonperforming include loans 30-89 days past due amounting to ~~$13.2~~$10.7 million at ~~March 31,~~June 30, 2021 as compared to $27.0 million at December 31, 2020.

Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure in addition to excess facilities held for sale resulting from the consolidation of our facilities resulting from our mergers. These properties are carried at the lower of cost or fair value based on appraised value less estimated selling costs. Losses arising at the time of foreclosure of properties are charged against the allowance for credit losses. Reductions in the carrying value subsequent to foreclosure are charged to earnings and are included in ~~“Gain~~“(Loss) gain on sales or write-downs of other real estate owned” in the accompanying consolidated statements of income. During the three and six months ended ~~March 31,~~June 30, 2021, other real estate owned included write-downs and partial liquidations of $0.3 million and $0.6 million, respectively, which combined with gains on sales of other real estate, resulted in a net ~~gains~~loss of $23 thousand and net gain of $0.5 ~~million.~~million, respectively. During the three and six months ended ~~March 31,~~June 30, 2020, other real estate owned included write-downs and partial liquidations of $0.1 million and $0.2 million, respectively, which combined with net gains on sales of other real estate owned, resulted in a net ~~gain~~gains $0.1 ~~million.~~million and $0.1 million, respectively.

7084

~~Non-TDR~~ Loan Modifications due to COVID-19

On March 22, 2020, a statement was issued by our banking regulators and titled the “Interagency Statement on Loan

Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” (the “Interagency Statement”) that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further stipulated that a qualified loan modification was exempt by law from classification as a troubled debt restructuring, ~~(“TDR”),~~ from the period beginning March 1, 2020 until the earlier of December 31, 2020, or the date that is 60 days after the date on which the national emergency concerning the COVID-19 pandemic is terminated. Section 541 of the CAA ~~extends~~extended this relief to the earlier of January 1, 2022 or 60 days after the national emergency termination date. The Interagency Statement was subsequently revised in April 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations.

We have numerous customers that have experienced financial distress as a direct result of COVID-19, and in response we offered financial relief in the form of a payment deferral program to assist our customers through these unprecedented times. The majority of these modifications were consistent with the "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus" and the CARES Act and did not qualify as TDRs. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the total amortized cost of loans deferred as part of this program that were no longer in deferral status amounted to ~~$1.39~~$1.36 billion and $1.40 billion, respectively. As of ~~March 31,~~June 30, 2021 and December 31, 2020, recorded balances in total loans remaining in deferral status under ~~our~~this program amounted to ~~$152.2~~$73.9 million and $202.5 million, respectively. Additionally, we service mortgages on behalf of Fannie Mae, Freddie Mac and Ginnie Mae, and as of ~~March 31,~~June 30, 2021 and December 31, 2020, approximately 5%2% and 6%, respectively, of customers serviced on behalf of the aforementioned companies were receiving forbearance assistance. The payment deferrals program differs from forbearance, in that all deferred payments are not normally due at the end of the deferral period. Instead, the payment due date is advanced to a future time period. Generally, interest continues to accrue on loans during the deferral period, unless the loan is on nonaccrual. The ~~vast~~ majority of our loans in deferral status are considered performing loans, and we anticipate collecting on these balances. We remain proactive in monitoring our loans in deferral status by reaching out to our borrowers with payment deferrals to determine their financial capacity and whether additional payment deferrals or other loan modifications are necessary.

Classified loans

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. We analyze loans that share similar risk characteristics collectively and loans that do not share similar risk characteristics are evaluated individually. Loans rated Pass ~~loans~~ include those that are adequately collateralized performing loans which management ~~considers acceptable risk, watch and special mention.~~ believes do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes loans rated as Watch, which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category. A Special Mention loan has potential or exhibited weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date.Classified loans include those considered substandard and doubtful. ~~As of March 31, 2021 and December 31, 2020, Pass category loans in the tables below include Special Mention loans with a total amortized cost of $79.4 million and $102.4 million, respectively.~~ See Note 4, “Loans and allowance for credit losses” in the notes to our consolidated financial statements for a further description of these risk categories.

7185

The following tables set forth information related to the credit quality of our loan portfolio as of the dates presented.


Loan type (dollars in thousands)	Loan type (dollars in thousands)	Pass		Classified		Total		Loan type (dollars in thousands)	Pass		Special Mention		Classified		Total
As of March 31, 2021
As of June 30, 2021								As of June 30, 2021
Commercial and industrial	Commercial and industrial	$	1,255,260	$	37,270	$	1,292,530	Commercial and industrial	$	1,178,805	$	20,254	$	39,881	$	1,238,940
Construction	Construction	1,111,070		9,515		1,120,585		Construction	1,133,782		2,103		9,280		1,145,165
Residential real estate:	Residential real estate:							Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	1,055,505		23,113		1,078,618		1-to-4 family mortgage	1,100,074		6,076		20,473		1,126,623
Residential line of credit	Residential line of credit	389,110		5,400		394,510		Residential line of credit	396,297		344		4,702		401,343
Multi-family mortgage	Multi-family mortgage	271,784		55		271,839		Multi-family mortgage	363,547		—		53		363,600
Commercial real estate:	Commercial real estate:							Commercial real estate:
Owner occupied	Owner occupied	908,344		28,129		936,473		Owner occupied	885,300		12,485		25,820		923,605
Non-owner occupied	Non-owner occupied	1,605,415		47,223		1,652,638		Non-owner occupied	1,618,642		11,778		44,794		1,675,214
Consumer and other	Consumer and other	294,266		5,883		300,149		Consumer and other	318,197		612		5,655		324,464
Total loans	Total loans	$	6,890,754	$	156,588	$	7,047,342	Total loans	$	6,994,644	$	53,652	$	150,658	$	7,198,954


Loan type (dollars in thousands)	Loan type (dollars in thousands)	Pass		Classified		Total		Loan type (dollars in thousands)	Pass		Special Mention		Classified		Total
As of December 31, 2020	As of December 31, 2020							As of December 31, 2020
Commercial and industrial	Commercial and industrial	$	1,306,776	$	39,346	$	1,346,122	Commercial and industrial	$	1,276,394	$	30,382	$	39,346	$	1,346,122
Construction	Construction	1,213,505		8,715		1,222,220		Construction	1,207,391		6,114		8,715		1,222,220
Residential real estate:	Residential real estate:							Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	1,065,093		24,177		1,089,270		1-to-4 family mortgage	1,055,293		9,800		24,177		1,089,270
Residential line of credit	Residential line of credit	402,859		5,352		408,211		Residential line of credit	400,206		2,653		5,352		408,211
Multi-family mortgage	Multi-family mortgage	175,619		57		175,676		Multi-family mortgage	175,619		—		57		175,676
Commercial real estate:	Commercial real estate:							Commercial real estate:
Owner occupied	Owner occupied	898,282		26,559		924,841		Owner occupied	866,738		31,544		26,559		924,841
Non-owner occupied	Non-owner occupied	1,578,184		20,795		1,598,979		Non-owner occupied	1,561,360		16,824		20,795		1,598,979
Consumer and other	Consumer and other	310,418		7,222		317,640		Consumer and other	305,383		5,035		7,222		317,640
Total loans	Total loans	$	6,950,736	$	132,223	$	7,082,959	Total loans	$	6,848,384	$	102,352	$	132,223	$	7,082,959

Allowance for credit losses

The allowance for credit losses represents the portion of the loan's amortized cost basis that we do not expect to collect due to credit losses over the loan's life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions considering macroeconomic forecasts. Loan losses are charged against the allowance when we believe the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is based on the loan's amortized cost basis, excluding accrued interest receivable, as we promptly charge off ~~uncollectible~~ accrued interest ~~receivable.~~receivable determined to be uncollectible. We determine the appropriateness of the allowance through periodic evaluation of the loan portfolio, lending-related commitments and other relevant factors, including macroeconomic forecasts and historical loss rates. In future quarters, we may update information and forecasts that may cause significant changes in the estimate in those future quarters.

The allowance for credit losses was ~~$158.0~~$144.7 million and $170.4 million and represented ~~2.24%~~2.01% and 2.41% of loans held for investment ~~at March 31,~~as of June 30, 2021 and December 31, 2020, respectively. Excluding PPP loans with a recorded investment totaling ~~$145.7~~$57.4 million and $212.6 million, our ACL as a percentage of total loans held for investment would have been 52 and 7 basis points higher as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. PPP loans are federally guaranteed as part of the CARES Act, provided PPP loan recipients receive loan forgiveness under the SBA regulations. As such, there is minimal credit risk associated with these loans.

In addition, we evaluated ~~for~~ changes in reasonable and supportable forecasts of macroeconomic variables during the three and six months ended ~~March 31,~~June 30, 2021, primarily due to the impact of the COVID-19 pandemic, which resulted in projected decrease in lifetime losses and overall decrease in the ACL. Specifically, we performed additional qualitative evaluations for certain categories within our loan portfolio, in line with our established qualitative framework, weighting the impact of the current economic outlook, status of federal government stimulus programs, and other considerations, in order to identify specific industries or borrowers seeing credit improvement or deterioration specific to the COVID-19 pandemic.

We also maintain an allowance for credit losses on unfunded commitments, which decreased to ~~$14.2~~$13.2 million as of ~~March 31,~~June 30, 2021 from $16.4 million as of December 31, 2020, also as a result of the improving macroeconomic forecasts incorporated into our CECL loss rate model.

The following table presents the allocation of the allowance for credit losses by loan category as well as the ratio of loans by loan category compared to the total loan portfolio as of the dates indicated:


		As of March 31,				As of December 31,							As of June 30,				As of December 31,
		2021				2020				2021	2020
(dollars in thousands)	(dollars in thousands)	Amount		% of Loans		Amount		% of Loans				(dollars in thousands)	Amount		% of Loans		Amount		% of Loans

Loan Type:	Loan Type:											Loan Type:
Commercial and industrial	Commercial and industrial	$	14,643	18	%	$	14,748	19	%			Commercial and industrial	$	13,791	17	%	$	14,748	19	%
Construction	Construction	38,622		16	%	58,477		17	%			Construction	32,838		16	%	58,477		17	%
Residential real estate:	Residential real estate:											Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	19,572		15	%	19,220		15	%			1-to-4 family mortgage	19,672		16	%	19,220		15	%
Residential line of credit	Residential line of credit	9,268		6	%	10,534		6	%			Residential line of credit	6,716		6	%	10,534		6	%
Multi-family mortgage	Multi-family mortgage	11,657		4	%	7,174		2	%			Multi-family mortgage	13,475		5	%	7,174		2	%
Commercial real estate:	Commercial real estate:											Commercial real estate:
Owner occupied	Owner occupied	3,609		13	%	4,849		13	%			Owner occupied	4,707		13	%	4,849		13	%
Non-owner occupied	Non-owner occupied	50,179		24	%	44,147		23	%			Non-owner occupied	42,856		23	%	44,147		23	%
Consumer and other	Consumer and other	10,404		4	%	11,240		5	%			Consumer and other	10,608		4	%	11,240		5	%
Total allowance	Total allowance	$	157,954	100	%	$	170,389	100	%			Total allowance	$	144,663	100	%	$	170,389	100	%

7387

The following table summarizes activity in our allowance for credit losses during the periods indicated:


		Three Months Ended March 31,				Year Ended December 31,						Three Months Ended June 30,					Six Months Ended June 30,						Year Ended December 31,
(dollars in thousands)	(dollars in thousands)		2021			2020			2020				(dollars in thousands)	2021			2020			2021			2020			2020
Allowance for credit losses at beginning of period	Allowance for credit losses at beginning of period		$	170,389		$	31,139		$	31,139			Allowance for credit losses at beginning of period	$	157,954		$	89,141		$	170,389		$	31,139		$	31,139
Impact of adopting ASC 326 on non-purchased credit deteriorated loans	Impact of adopting ASC 326 on non-purchased credit deteriorated loans		—			30,888			30,888				Impact of adopting ASC 326 on non-purchased credit deteriorated loans	—			—			—			30,888			30,888
Impact of adopting ASC 326 on purchased credit deteriorated loans	Impact of adopting ASC 326 on purchased credit deteriorated loans		—			558			558				Impact of adopting ASC 326 on purchased credit deteriorated loans	—			—			—			558			558
Charge-offs:	Charge-offs:												Charge-offs:
Commercial and industrial	Commercial and industrial		(277)			(1,234)			(11,735)				Commercial and industrial	(360)			(147)			(637)			(1,381)			(11,735)
Construction	Construction		(29)			—			(18)				Construction	—			(18)			(29)			(18)			(18)
Residential real estate:	Residential real estate:												Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage		(133)			(242)			(403)				1-to-4 family mortgage	(16)			(123)			(149)			(365)			(403)
Residential line of credit	Residential line of credit		(15)			—			(22)				Residential line of credit	(3)			(21)			(18)			(21)			(22)
Multi-family mortgage	Multi-family mortgage		—			—			—				Multi-family mortgage	—			—			—			—			—
Commercial real estate:	Commercial real estate:												Commercial real estate:
Owner occupied	Owner occupied		—			(209)			(304)				Owner occupied	—			—			—			(209)			(304)
Non-owner occupied	Non-owner occupied		—			—			(711)				Non-owner occupied	—			(545)			—			(545)			(711)
Consumer and other	Consumer and other		(716)			(726)			(2,112)				Consumer and other	(480)			(311)			(1,196)			(1,037)			(2,112)
Total charge-offs	Total charge-offs		$	(1,170)		$	(2,411)		$	(15,305)			Total charge-offs	$	(859)		$	(1,165)		$	(2,029)		$	(3,576)		$	(15,305)
Recoveries:	Recoveries:												Recoveries:
Commercial and industrial	Commercial and industrial		$	129		$	88		$	1,712			Commercial and industrial	$	87		$	807		$	216		$	895		$	1,712
Construction	Construction		—			—			205				Construction	—			151			—			151			205
Residential real estate:	Residential real estate:												Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage		24			24			122				1-to-4 family mortgage	41			26			65			50			122
Residential line of credit	Residential line of credit		6			15			125				Residential line of credit	9			24			15			39			125
Multi-family mortgage	Multi-family mortgage		—			—			—				Multi-family mortgage	—			—			—			—			—
Commercial real estate:	Commercial real estate:												Commercial real estate:
Owner occupied	Owner occupied		13			14			83				Owner occupied	126			3			139			17			83
Non-owner occupied	Non-owner occupied		—			—			—				Non-owner occupied	—			—			—			—			—
Consumer and other	Consumer and other		195			193			756				Consumer and other	190			103			385			296			756
Total recoveries	Total recoveries		$	367		$	334		$	3,003			Total recoveries	$	453		$	1,114		$	820		$	1,448		$	3,003
Net charge-offs	Net charge-offs		(803)			(2,077)			(12,302)				Net charge-offs	(406)			(51)			(1,209)			(2,128)			(12,302)
Provision for credit losses	Provision for credit losses		(11,632)			27,964			94,606				Provision for credit losses	(12,885)			24,039			(24,517)			52,003			94,606
Initial allowance for credit losses on loans purchased with credit deterioration	Initial allowance for credit losses on loans purchased with credit deterioration		—			669			25,500				Initial allowance for credit losses on loans purchased with credit deterioration	—			—			—			669			25,500

Allowance for credit losses at the end of period	Allowance for credit losses at the end of period		$	157,954		$	89,141		$	170,389			Allowance for credit losses at the end of period	$	144,663		$	113,129		$	144,663		$	113,129		$	170,389
Ratio of net charge-offs during the period to average loans outstanding during the period	Ratio of net charge-offs during the period to average loans outstanding during the period		(0.05)		%	(0.19)		%	(0.22)		%		Ratio of net charge-offs during the period to average loans outstanding during the period	(0.02)		%	—		%	(0.03)		%	(0.09)		%	(0.22)		%
Allowance for credit losses as a percentage of loans at end of period(a)	Allowance for credit losses as a percentage of loans at end of period(a)		2.24		%	1.95		%	2.41		%		Allowance for credit losses as a percentage of loans at end of period(a)	2.01		%	2.34		%	2.01		%	2.34		%	2.41		%
Allowance for credit losses as a percentage of nonperforming loans at end of period(a)	Allowance for credit losses as a percentage of nonperforming loans at end of period(a)		238.5		%	287.5		%	264.3		%		Allowance for credit losses as a percentage of nonperforming loans at end of period(a)	243.0		%	324.8		%	243.0		%	324.8		%	264.3		%

(a) Excludes reserve for credit losses on unfunded commitments of ~~$14.2~~$13.2 million, ~~$16.4~~$6.5 million, and ~~$4.6~~$16.4 million recorded in accrued expenses and other liabilities at ~~March 31,~~June 30, 2021, ~~December 31,~~June 30, 2020, and ~~March~~December 31, 2020, respectively.

7488

Loans held for sale

Commercial loans held for sale

On August 15, 2020, the Company acquired a portfolio of commercial loans, including shared national credits and institutional healthcare loans, as part of the Franklin transaction that the Company has elected to account for as held for sale. The loans had a fair value of ~~$175.0~~$124.1 million as of ~~March 31,~~June 30, 2021 compared to $215.4 million as of December 31, 2020. The decrease is primarily attributable to loans within the portfolio being paid off through external refinancing and pay-downs. This decrease also includes ~~a change~~gains on changes in fair value amounting to ~~a loss of $0.9~~$1.4 and $0.5 million for the three and six months ended June 30, 2021, respectively, which is included in 'other noninterest income' on the consolidated statement of income.

Mortgage loans held for sale

Mortgage loans held for sale were ~~$834.8~~$697.4 million at ~~March 31,~~June 30, 2021 compared to $683.8 million at December 31, 2020. Interest rate lock volume for the three months ended ~~March 31,~~June 30, 2021 and 2020, totaled ~~$1.89~~$1.77 billion and ~~$2.09~~$2.24 billion, respectively, and $3.66 billion and $4.33 billion for the six months ended June 30, 2021 and 2020, respectively. Generally, mortgage volume increases in lower interest rate environments and robust housing markets and decreases in rising interest rate environments and slower housing markets. The decrease in interest rate lock volume ~~for~~during the three and six months ended ~~March 31,~~June 30, 2021 reflects the ~~impact of interest rate increases in~~slow down experienced across the ~~first quarter of 2021~~industry compared with the same ~~period~~periods in the prior year, which benefited from historically low interest rates pre-empted by the ~~lower interest rate environment.~~COVID-19 Pandemic. Interest rate lock commitments in the pipeline were ~~$1.06~~$0.79 billion as of ~~March 31,~~June 30, 2021 compared with $1.19 billion as of December 31, 2020.

Mortgage loans to be sold are sold either on a “best efforts” basis or under a mandatory delivery sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored agencies, and we are obligated to sell the mortgages to such investors only if the mortgages are closed and funded. The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a mandatory delivery sales agreement, we commit to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within fifteen to twenty-five days after the loan is funded, depending on the economic environment and competition in the market. Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market.

Deposits

Deposits represent the Bank’s primary source of funds. We continue to focus on growing core customer deposits through our relationship driven banking philosophy, community-focused marketing programs, and initiatives such as the development of our treasury management services.

Total deposits were ~~$10.26~~$10.20 billion and $9.46 billion as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. Noninterest-bearing deposits at ~~March 31,~~June 30, 2021 and December 31, 2020 were ~~$2.43~~$2.48 billion and $2.27 billion, respectively, while interest-bearing deposits were ~~$7.83~~$7.72 billion and $7.18 billion at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. ~~Brokered~~This deposit growth includes increases of $523.5 million and $70.1 million in interest-bearing demand and savings deposits, respectively, in each case compared to December 31, 2020. This was offset by declines in customer time and brokered and internet time deposits ~~at March 31,~~of $134.2 million and $20.7 million, respectively, in each case as of June 30, 2021 ~~decreased by $23.8 million~~compared to ~~$37.7 million compared with $61.6 million at~~balances as of December 31, 2020. This ~~decrease~~change in deposit composition is a result of our balance sheet management and focus on replacing ~~brokered~~ time deposits with less costly funding sources.

Included in noninterest-bearing deposits are certain mortgage escrow and related customer deposits that our third-party servicing provider, Cenlar, transfers to the Bank which totaled ~~$170.9~~$166.1 million and $148.0 million at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. Additionally, our deposits from municipal and governmental entities (i.e. "public deposits") totaled ~~$1.98~~$1.93 billion at ~~March 31,~~June 30, 2021, compared to $1.68 billion at December 31, 2020.

Our deposit base also includes certain commercial and high net worth individuals that periodically place deposits with the Bank for short periods of time and can cause fluctuations from period to period in the overall level of customer deposits outstanding. These fluctuations may include certain deposits from related parties as disclosed within Note 15, "Related

party transactions" in the notes to our consolidated financial statements included in this Report. Management continues to focus on growing noninterest-bearing deposits while allowing more costly funding sources to mature.

Average deposit balances by type, together with the average rates per period are reflected in the average balance sheet amounts, interest paid and rate analysis tables included in this management's discussion and analysis under the subheading "Results of operations" discussion.

The following table sets forth the distribution by type of our deposit accounts ~~for~~as of the dates indicated:


		As of March 31,						As of December 31,								As of June 30,						As of December 31,
		2021						2020						2021				2020
(dollars in thousands)	(dollars in thousands)	Amount		% of total deposits		Average rate		Amount		% of total deposits		Average rate			(dollars in thousands)	Amount		% of total deposits		Average rate		Amount		% of total deposits		Average rate

Deposit Type	Deposit Type														Deposit Type
Noninterest-bearing demand	Noninterest-bearing demand	$	2,431,077	24	%	—	%	$	2,274,103	24	%	—	%		Noninterest-bearing demand	$	2,484,982	25	%	—	%	$	2,274,103	24	%	—	%
Interest-bearing demand	Interest-bearing demand	3,097,648		30	%	0.45	%	2,491,765		26	%	0.61	%		Interest-bearing demand	3,015,253		30	%	0.40	%	2,491,765		26	%	0.61	%
Money market	Money market	2,951,111		29	%	0.50	%	2,902,230		30	%	0.76	%		Money market	2,998,527		29	%	0.44	%	2,902,230		30	%	0.76	%
Savings deposits	Savings deposits	396,620		4	%	0.06	%	352,685		4	%	0.08	%		Savings deposits	422,754		4	%	0.06	%	352,685		4	%	0.08	%
Customer time deposits	Customer time deposits	1,342,717		13	%	0.90	%	1,375,695		15	%	1.52	%		Customer time deposits	1,241,540		12	%	0.76	%	1,375,695		15	%	1.52	%
Brokered and internet time deposits	Brokered and internet time deposits	37,713		—	%	0.85	%	61,559		1	%	0.90	%		Brokered and internet time deposits	40,900		—	%	2.24	%	61,559		1	%	0.90	%
Total deposits	Total deposits	$	10,256,886	100	%	0.41	%	$	9,458,037	100	%	0.62	%		Total deposits	$	10,203,956	100	%	0.36	%	$	9,458,037	100	%	0.62	%
Customer Time Deposits	Customer Time Deposits														Customer Time Deposits
0.00-0.50%	0.00-0.50%	$	598,621	45	%			$	454,429	34	%				0.00-0.50%	$	718,719	58	%			$	454,429	34	%
0.51-1.00%	0.51-1.00%	250,249		19	%			253,883		18	%				0.51-1.00%	189,411		15	%			253,883		18	%
1.01-1.50%	1.01-1.50%	142,579		11	%			155,755		11	%				1.01-1.50%	102,929		8	%			155,755		11	%
1.51-2.00%	1.51-2.00%	98,239		7	%			169,414		12	%				1.51-2.00%	62,326		5	%			169,414		12	%
2.01-2.50%	2.01-2.50%	127,909		9	%			159,699		12	%				2.01-2.50%	91,622		8	%			159,699		12	%
Above 2.50%	Above 2.50%	125,120		9	%			182,515		13	%				Above 2.50%	76,533		6	%			182,515		13	%
Total customer time deposits	Total customer time deposits	$	1,342,717	100	%			$	1,375,695	100	%				Total customer time deposits	$	1,241,540	100	%			$	1,375,695	100	%
Brokered and Internet Time Deposits	Brokered and Internet Time Deposits														Brokered and Internet Time Deposits
0.00-0.50%	0.00-0.50%	$	—	—	%			$	—	—	%				0.00-0.50%	$	98	—	%			$	—	—	%
0.51-1.00%	0.51-1.00%	—		—	%			—		—	%				0.51-1.00%	—		—	%			—		—	%
1.01-1.50%	1.01-1.50%	595		1	%			5,660		9	%				1.01-1.50%	595		1	%			5,660		9	%
1.51-2.00%	1.51-2.00%	26,002		69	%			42,311		69	%				1.51-2.00%	24,952		61	%			42,311		69	%
2.01-2.50%	2.01-2.50%	4,815		13	%			5,312		9	%				2.01-2.50%	8,786		22	%			5,312		9	%
Above 2.50%	Above 2.50%	6,301		17	%			8,276		13	%				Above 2.50%	6,469		16	%			8,276		13	%
Total brokered and internet time deposits	Total brokered and internet time deposits	37,713		100	%			61,559		100	%				Total brokered and internet time deposits	40,900		100	%			61,559		100	%
Total time deposits	Total time deposits	$	1,380,430					$	1,437,254						Total time deposits	$	1,282,440					$	1,437,254

7690

The following table sets forth our time deposits segmented by months to maturity and deposit amount as of ~~March 31,~~June 30, 2021 and December 31, 2020:


		As of March 31, 2021							As of June 30, 2021
(dollars in thousands)	(dollars in thousands)	Time deposits of $100 and greater		Time deposits of less than $100		Total		(dollars in thousands)	Time deposits of $100 and greater		Time deposits of less than $100		Total
Months to maturity:	Months to maturity:							Months to maturity:
Three or less	Three or less	$	246,130	$	112,488	$	358,618	Three or less	$	226,948	$	102,992	$	329,940
Over Three to Six	Over Three to Six	205,811		97,814		303,625		Over Three to Six	146,782		76,149		222,931
Over Six to Twelve	Over Six to Twelve	201,488		123,839		325,327		Over Six to Twelve	199,084		128,936		328,020
Over Twelve	Over Twelve	265,450		127,410		392,860		Over Twelve	267,959		133,590		401,549
Total	Total	$	918,879	$	461,551	$	1,380,430	Total	$	840,773	$	441,667	$	1,282,440


	As of December 31, 2020
(dollars in thousands)	Time deposits of $100 and greater		Time deposits of less than $100		Total
Months to maturity:
Three or less	$	203,202	$	123,080	$	326,282
Over Three to Six	228,585		106,223		334,808
Over Six to Twelve	255,486		132,240		387,726
Over Twelve	254,672		133,766		388,438
Total	$	941,945	$	495,309	$	1,437,254

Investment portfolio

Our investment portfolio objectives include maximizing total return after other primary objectives are achieved such as, but not limited to, providing liquidity, capital preservation, and pledging collateral for various types of borrowings. The investment objectives guide the portfolio allocation among securities types, maturities, and other attributes.

The following table shows the carrying value of our total securities ~~available for sale~~available-for-sale by investment type and the relative percentage of each investment type for the dates indicated:


		As of March 31,				As of December 31,						As of June 30,				As of December 31,
		2021				2020				2021				2020
(dollars in thousands)	(dollars in thousands)	Carrying value		% of total		Carrying value		% of total			(dollars in thousands)	Carrying value		% of total		Carrying value		% of total
U.S. government agency securities	U.S. government agency securities	$	—	—	%	$	2,003	—	%		U.S. government agency securities	$	8,255	—	%	$	2,003	—	%
Mortgage-backed securities - residential	Mortgage-backed securities - residential	838,708		69	%	773,336		67	%		Mortgage-backed securities - residential	1,035,003		74	%	773,336		67	%
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	20,635		2	%	21,588		2	%		Mortgage-backed securities - commercial	15,161		1	%	21,588		2	%
Municipal securities	Municipal securities	348,776		28	%	356,329		30	%		Municipal securities	332,883		24	%	356,329		30	%
U.S. Treasury securities	U.S. Treasury securities	14,576		1	%	16,628		1	%		U.S. Treasury securities	10,534		1	%	16,628		1	%
Corporate securities	Corporate securities	2,483		—	%	2,516		—	%		Corporate securities	2,536		—	%	2,516		—	%
Total securities available for sale		$	1,225,178	100	%	$	1,172,400	100	%
Total securities available-for-sale											Total securities available-for-sale	$	1,404,372	100	%	$	1,172,400	100	%

The fair value of our available-for-sale debt securities portfolio at ~~March 31,~~June 30, 2021 was ~~$1.23~~$1.40 billion compared to $1.17 billion at December 31, 2020. During the three months ended ~~March 31,~~June 30, 2021 and 2020, we purchased ~~$131.3~~$223.5 million and ~~$29.6~~$30.4 million, respectively in investment securities and during the six months ended June 30, 2021 and 2020, we purchased $354.8 million and $60.0 million in investment securities, ~~respectively.~~respectively (excluding those acquired from Farmers National during the six months ended June 30, 2020). There were no sales of securities sold during the three and six months ended ~~March 31,~~June 30, 2021 and 2020. ~~Maturities~~During the three months ended June 30, 2021 and 2020, maturities and calls of securities totaled ~~$61.0~~$86.9 million and ~~$27.7~~$44.7 million, respectively, and during the six months ended June 30, 2021 and 2020, maturities and calls of securities totaled $147.9 million and $72.4 million, respectively. As of ~~March 31,~~June 30, 2021 and December 31, 2020, net unrealized gains of ~~$19.2~~$22.3 million and $34.6 million, respectively, were in included in the fair value of available-for-sale debt securities.

As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company had ~~$4.7~~$4.8 million and $4.6 million, respectively, in equity securities recorded at fair value that primarily consisted of mutual funds. The change in the fair value of equity securities

resulted in a net gain of ~~$76.0~~$136 thousand and ~~$63.0~~a net loss of $28 thousand during the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. During the six months ended June 30, 2021 and 2020, the change in the fair value of equity securities resulted in a net gain of $212 thousand and $35 thousand, respectively.

The following table sets forth the fair value, scheduled maturities and weighted average yields for our investment portfolio as of the dates indicated below:


		As of March 31,						As of December 31,							As of June 30,						As of December 31,
		2021						2020							2021						2020
(dollars in thousands)	(dollars in thousands)	Fair value		% of total investment securities		Weighted average yield (1)		Fair value		% of total investment securities		Weighted average yield (1)		(dollars in thousands)	Fair value		% of total investment securities		Weighted average yield (1)		Fair value		% of total investment securities		Weighted average yield (1)

Treasury securities:	Treasury securities:													Treasury securities:
Maturing within one year	Maturing within one year	$	14,576	1.2	%	1.60	%	$	16,628	1.4	%	1.57	%	Maturing within one year	$	10,534	0.8	%	1.66	%	$	16,628	1.4	%	1.57	%
Maturing in one to five years	Maturing in one to five years	—		—	%	—	%	—		—	%	—	%	Maturing in one to five years	—		—	%	—	%	—		—	%	—	%
Maturing in five to ten years	Maturing in five to ten years	—		—	%	—	%	—		—	%	—	%	Maturing in five to ten years	—		—	%	—	%	—		—	%	—	%
Maturing after ten years	Maturing after ten years	—		—	%	—	%	—		—	%	—	%	Maturing after ten years	—		—	%	—	%	—		—	%	—	%
Total Treasury securities	Total Treasury securities	14,576		1.2	%	1.60	%	16,628		1.4	%	1.57	%	Total Treasury securities	10,534		0.8	%	1.66	%	16,628		1.4	%	1.57	%
Government agency securities:	Government agency securities:													Government agency securities:
Maturing within one year	Maturing within one year	—		—	%	—	%	—		—	%	—	%	Maturing within one year	—		—	%	—	%	—		—	%	—	%
Maturing in one to five years	Maturing in one to five years	—		—	%	—	%	—		—	%	—	%	Maturing in one to five years	1,250		0.1	%	1.00	%	—		—	%	—	%
Maturing in five to ten years	Maturing in five to ten years	—		—	%	—	%	2,003		0.2	%	2.64	%	Maturing in five to ten years	7,005		0.5	%	1.23	%	2,003		0.2	%	2.64	%
Maturing after ten years	Maturing after ten years	—		—	%	—	%	—		—	%	—	%	Maturing after ten years	—		—	%	—	%	—		—	%	—	%
Total government agency securities	Total government agency securities	—		—	%	—	%	2,003		0.2	%	2.64	%	Total government agency securities	8,255		0.6	%	1.19	%	2,003		0.2	%	2.64	%
Municipal securities	Municipal securities													Municipal securities
Maturing within one year	Maturing within one year	22,084		1.8	%	1.55	%	19,034		1.6	%	1.07	%	Maturing within one year	8,437		0.6	%	3.07	%	19,034		1.6	%	1.07	%
Maturing in one to five years	Maturing in one to five years	20,613		1.7	%	1.77	%	24,184		2.1	%	2.06	%	Maturing in one to five years	20,637		1.5	%	1.91	%	24,184		2.1	%	2.06	%
Maturing in five to ten years	Maturing in five to ten years	36,394		3.0	%	2.83	%	37,313		3.2	%	2.76	%	Maturing in five to ten years	36,705		2.7	%	2.94	%	37,313		3.2	%	2.76	%
Maturing after ten years	Maturing after ten years	269,685		22.0	%	3.22	%	275,798		23.5	%	3.12	%	Maturing after ten years	267,104		19.0	%	3.20	%	275,798		23.5	%	3.12	%
Total obligations of state and municipal subdivisions	Total obligations of state and municipal subdivisions	348,776		28.5	%	2.98	%	356,329		30.4	%	3.07	%	Total obligations of state and municipal subdivisions	332,883		23.8	%	3.08	%	356,329		30.4	%	3.07	%
Residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC:	Residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC:													Residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC:
Maturing within one year	Maturing within one year	—		—	%	—	%	—		—	%	—	%	Maturing within one year	—		—	%	—	%	—		—	%	—	%
Maturing in one to five years	Maturing in one to five years	4,458		0.4	%	2.60	%	2,975		0.3	%	3.12	%	Maturing in one to five years	4,339		0.3	%	2.56	%	2,975		0.3	%	3.12	%
Maturing in five to ten years	Maturing in five to ten years	27,838		2.3	%	2.59	%	30,596		2.6	%	2.47	%	Maturing in five to ten years	21,426		1.5	%	2.49	%	30,596		2.6	%	2.47	%
Maturing after ten years	Maturing after ten years	827,047		67.4	%	1.50	%	761,353		64.9	%	1.45	%	Maturing after ten years	1,024,399		72.9	%	1.51	%	761,353		64.9	%	1.45	%
Total residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC	Total residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC	859,343		70.1	%	1.54	%	794,924		67.8	%	1.50	%	Total residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC	1,050,164		74.7	%	1.52	%	794,924		67.8	%	1.50	%

Corporate securities:	Corporate securities:													Corporate securities:
Maturing within one year	Maturing within one year	—		—	%	—	%	—		—	%	—	%	Maturing within one year	—		—	%	—	%	—		—	%	—	%
Maturing in one to five years	Maturing in one to five years	500		—	%	5.00	%	500		—	%	5.00	%	Maturing in one to five years	500		—	%	5.00	%	500		—	%	5.00	%
Maturing in five to ten years	Maturing in five to ten years	1,983		0.2	%	4.19	%	2,016		0.2	%	4.19	%	Maturing in five to ten years	2,036		0.1	%	4.19	%	2,016		0.2	%	4.19	%
Maturing after ten years	Maturing after ten years	—		—	%	—	%	—		—	%	—	%	Maturing after ten years	—		—	%	—	%	—		—	%	—	%
Total Corporate securities	Total Corporate securities	2,483		0.2	%	4.35	%	2,516		0.2	%	4.35	%	Total Corporate securities	2,536		0.1	%	4.35	%	2,516		0.2	%	4.35	%
Total investment securities	Total investment securities	$	1,225,178	100.0	%	1.90	%	$	1,172,400	100.0	%	2.29	%	Total investment securities	$	1,404,372	100.0	%	1.90	%	$	1,172,400	100.0	%	2.29	%

(1)Yields on a tax-equivalent basis.

7892

The following table summarizes the amortized cost of debt securities classified as available-for-sale and their approximate fair values as of the dates shown:


(dollars in thousands)	(dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value		(dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Securities available for sale
As of March 31, 2021

Securities available-for-sale										Securities available-for-sale
As of June 30, 2021										As of June 30, 2021
U.S. government agency securities										U.S. government agency securities	$	8,255	$	1	$	(1)	$	8,255
Mortgage-backed securities - residential	Mortgage-backed securities - residential	$	834,335	$	10,971	$	(6,598)	$	838,708	Mortgage-backed securities - residential	1,031,233		9,507		(5,737)		1,035,003
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	19,888		757		(10)		20,635		Mortgage-backed securities - commercial	14,715		446		—		15,161
Municipal securities	Municipal securities	334,730		14,515		(469)		348,776		Municipal securities	314,862		18,088		(67)		332,883
U.S. Treasury securities	U.S. Treasury securities	14,480		96		—		14,576		U.S. Treasury securities	10,486		48		—		10,534
Corporate securities	Corporate securities	2,500		—		(17)		2,483		Corporate securities	2,500		42		(6)		2,536
		$	1,205,933	$	26,339	$	(7,094)	$	1,225,178		$	1,382,051	$	28,132	$	(5,811)	$	1,404,372
As of December 31, 2020	As of December 31, 2020									As of December 31, 2020
US Government agency securities	US Government agency securities	$	2,000	$	3	$	—	$	2,003	US Government agency securities	$	2,000	$	3	$	—	$	2,003
Mortgage-backed securities - residential	Mortgage-backed securities - residential	760,099		14,040		(803)		773,336		Mortgage-backed securities - residential	760,099		14,040		(803)		773,336
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	20,226		1,362		—		21,588		Mortgage-backed securities - commercial	20,226		1,362		—		21,588
Municipal securities	Municipal securities	336,543		19,806		(20)		356,329		Municipal securities	336,543		19,806		(20)		356,329
U.S. Treasury securities	U.S. Treasury securities	16,480		148		—		16,628		U.S. Treasury securities	16,480		148		—		16,628
Corporate securities	Corporate securities	2,500		17		(1)		2,516		Corporate securities	2,500		17		(1)		2,516
		$	1,137,848	$	35,376	$	(824)	$	1,172,400		$	1,137,848	$	35,376	$	(824)	$	1,172,400

Securities purchased under agreements to resell ("reverse repurchase agreements")

We enter into agreements with certain customers to purchase investment securities under agreements to resell the following day. This investment deploys some of our liquidity position into an instrument that improves the return on those funds in the current low rate environment. Additionally, we believe it positions us more favorably for a potential rising interest rate environment in the future. Securities purchased under agreements to resell totaled $30.0 million and $0 at June 30, 2021 and December 31, 2020, respectively.

Borrowed funds

Deposits and investment securities ~~available for sale~~available-for-sale are the primary source of funds for our lending activities and general business purposes. However, we may also obtain advances from the FHLB, purchase federal funds and engage in overnight borrowing from the Federal Reserve, correspondent banks, or enter into client repurchase agreements. We also use these sources of funds as part of our asset liability management process to control our long-term interest rate risk exposure, even if it may increase our short-term cost of funds.

Our level of short-term borrowing can fluctuate on a daily basis depending on funding needs and the source of funds to satisfy those needs, in addition to the overall interest rate environment and cost of public funds. Borrowings can include securities sold under agreements to repurchase, lines of credit, advances from the FHLB, federal funds, and subordinated debt.

The following table sets forth our total borrowings segmented by years to maturity as of ~~March 31,~~June 30, 2021:

March 31, 2021
(dollars in thousands) Amount % of total Weighted average interest rate (%)
Maturing Within:
March 31, 2022 $ 29,234 16 % 0.34 %
March 31, 2023 — — % — %
March 31, 2024 — — % — %
March 31, 2025 — — % — %
March 31, 2026 — — % — %
Thereafter 149,369 84 % 4.60 %
Total $ 178,603 100 % 3.94 %


	June 30, 2021
(dollars in thousands)	Amount		% of total		Weighted average interest rate (%)
Maturing Within:
June 30, 2022	$	33,056	18	%	0.24	%
June 30, 2023	—		—	%	—	%
June 30, 2024	—		—	%	—	%
June 30, 2025	—		—	%	—	%
June 30, 2026	—		—	%	—	%
Thereafter	149,351		82	%	4.77	%
Total	$	182,407	100	%	2.98	%

Securities sold under agreements to repurchase

We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management programs a short-term return for their excess funds. Securities sold under agreements to repurchase totaled ~~$29.2~~$33.1 million and $32.2 million at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

Subordinated debt

We have two wholly-owned subsidiaries that are statutory business trusts (“Trusts”). The Trusts were created for the sole purpose of issuing 30-year capital trust preferred securities to fund the purchase of junior subordinated debentures issued by the Company. As of ~~March 31,~~June 30, 2021 and December 31, 2020, our $0.9 million investment in the Trusts was included in other assets in the accompanying consolidated balance sheets, and our $30.0 million obligation is reflected as junior subordinated debt, respectively. The junior subordinated debt bears interest at floating interest rates based on a spread over 3-month LIBOR plus 315 basis points ~~(3.35%~~(3.30% and 3.40% at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively) for the $21.7 million debenture and 3-month LIBOR plus 325 basis points ~~(3.45%~~(3.40% and 3.50% at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively) for the remaining $9.3 million. The $9.3 million debenture may be redeemed prior to the 2033 maturity date upon the occurrence of a special event, and the $21.7 million debenture may be redeemed prior to 2033 at our option.

Additionally, during 2020, we placed $100.0 million of ten year fixed-to-floating rate subordinated notes, maturing September 1, 2030. This subordinated note instrument pays interest semi-annually in arrears based on a 4.5% fixed annual interest rate for the first five years of the notes. For years six through ten, the interest rate resets on a quarterly basis, and will be based on the 3-month Secured Overnight Financing Rate plus a spread of 439 basis points. We are entitled to redeem the notes in whole or in part on any interest payment date on or after September 1, 2025. The Company has classified the issuance, net of unamortized issuance costs of ~~$1.7~~$1.6 million and $1.8 million, as Tier 2 capital at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

We also assumed two issues of subordinated debt, totaling $60,000, as part of the Franklin merger. The notes, issued by Franklin in 2016, feature $40,000 of 6.875% fixed-to-floating rate subordinated notes due March 30, 2026 ("March 2026 Subordinated Notes"), and $20,000 of 7% fixed-to-floating rate subordinated notes due July 1, 2026 ("July 2026 Subordinated Notes"). During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we redeemed the $40.0 million March 2026 Subordinated Notes in full. Additionally, during the three and six months ended ~~March 31,~~June 30, 2021, we recorded accretion of a purchase accounting premium of ~~$0.3~~$0.1 million and $0.4 million as a reduction to interest expense on borrowings. The remaining July 2026 Subordinated ~~Notes currently pay interest semi-annually, and will begin resetting interest rates~~Note was paid off on ~~a quarterly basis after~~ July 1, 2021. For years six through ten, interest for the July 2026 Subordinated Notes will be based on the 3-month LIBOR plus 6.04%. We are entitled to redeem in whole or in part after the fifth anniversary of note issuance. There was ~~$20,000~~$20 million and $60.0 million related to these issuances included as Tier 2 capital as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

Other borrowings

During the first quarter of 2020, we ~~had~~entered into total borrowings against a credit line in the amount $15.0 million against the line to fund the cash consideration paid in connection with the Farmers National transaction. The line of credit matured on February 21, 2021 and was repaid in full. Other borrowings on our consolidated balance sheets also includes our finance lease liability totaling $1.6 million as of both ~~March 31,~~June 30, 2021 and December 31, 2020. See Note 6, "Leases" within the Notes to our consolidated financial statements for additional information regarding our finance lease.

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Liquidity and capital resources

Bank liquidity management

We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of clients who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our Liquidity and Interest Rate Risk Policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs, maintain reserve requirements and otherwise sustain our operations. We accomplish this through management of the maturities of our interest-earning assets and interest-bearing liabilities. We believe that our present position is adequate to meet our current and future liquidity needs.

We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of clients, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.

~~As a result of~~Considering uncertainty surrounding the COVID-19 pandemic, we have taken steps to ensure adequate liquidity and access to funding sources. To date, we have not seen significant pressure on liquidity or sources of funding as a result of COVID-19 and have maintained higher than typical levels of liquidity in cash and cash equivalents to allow for flexibility.

As part of our liquidity management strategy, we also focus on minimizing our costs of liquidity and attempt to decrease these costs by growing our noninterest-bearing and other low-cost deposits, while replacing higher cost funding sources including time deposits and borrowed funds. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer.

Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. As of ~~March 31,~~June 30, 2021 and December 31, 2020, securities with a carrying value of ~~$869.4~~$998.0 million and $804.8 million, respectively, were pledged to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments.

Additional sources of liquidity include federal funds purchased, reverse repurchase agreements, FHLB borrowings, and lines of credit. Interest is charged at the prevailing market rate on federal funds purchased, reverse repurchase agreements and FHLB advances. Funds and advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no outstanding overnight cash management advances ~~("CMAs")~~ or other advances with the FHLB as of ~~March 31,~~June 30, 2021 or December 31, 2020. There was ~~$1.29~~$1.28 billion and $1.18 billion as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively available to borrow against.

We also maintain lines of credit with other commercial banks totaling $345.0 million and $335.0 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. There were no borrowings against the lines as of ~~March 31,~~June 30, 2021 or December 31, 2020.

Holding company liquidity management

The Company is a corporation separate and apart from the Bank and, therefore, it must provide for its own liquidity. The Company’s main source of funding is dividends declared and paid to it by the Bank. Statutory and regulatory limitations exist that affect the ability of the Bank to pay dividends to the Company. Management believes that these limitations will not impact the Company’s ability to meet its ongoing short-term cash obligations. For additional information regarding dividend restrictions, see the “Item 1. Business - Supervision and regulation,” "Item 1A. Risk Factors - Risks related to our business" and " Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividend Policy," each of which is set forth in our Annual Report.

Due to state banking laws, the Bank may not declare dividends in any calendar year in an amount exceeding the total of its net income for that year combined with its retained net income of the preceding two years, without the prior approval of the Tennessee Department of Financial ~~Institutions ("TDFI").~~Institutions. Based upon this regulation, as of ~~March 31,~~June 30, 2021 and December 31, 2020, ~~$81.1~~$90.0 million and $185.7 million of the Bank’s retained earnings were available for the payment of dividends without such prior approval. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would

cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the three and six months ended ~~March 31,~~June 30, 2021, there were ~~$75.0~~$35.0 million and $110.0 million, respectively, in cash dividends approved by the board for payment from the Bank to the holding company. During the three and six months ended June 30, 2020, the board approved a quarterly dividend from the Bank to the holding company amounting to approximately $5.3 million. None of these required approval from the TDFI. Subsequent to ~~March 31,~~June 30, 2021, the board approved a dividend from the Bank to the holding company for ~~$35.0~~$6.3 million that also did not require approval from the TDFI. ~~No dividends from the Bank to the Company were paid during the three months ended March 31, 2020.~~

During the three and six months ended ~~March 31,~~June 30, 2021, the Company declared and paid shareholder dividends of ~~0.11~~$0.11 per share, or $5.3 ~~million.~~million and $0.22 per share, or $10.6 million, respectively. During the three and six months ended ~~March 31,~~June 30, 2020, the Company declared and paid dividends of $0.09 per share, or ~~$2.9~~$3.0 million and $0.18 per share, or $5.8 million, respectively. Subsequent to ~~March 31,~~June 30, 2021, the Company declared a quarterly dividend in the amount of $0.11 per share, payable on ~~May 24,~~August 23, 2021, to stockholders of record as of ~~May 10,~~August 9, 2021.

The Company is party to a registration rights agreement with its former majority shareholder entered into in connection with the 2016 initial public offering, under which the Company is responsible for payment of expenses (other than underwriting discounts and commissions) relating to sales to the public by the shareholder of shares of the Company's common stock beneficially owned by him. Such expenses include registration fees, legal and accounting fees, and printing costs payable by the Company and expensed when incurred. During the three and six months ended June 30, 2021, the Company paid $0.6 million under this agreement related to the secondary offering completed during the second quarter of 2021. No such expenses were incurred during the three and six months ended ~~March 31, 2021 and~~June 30, 2020.

Capital management and regulatory capital requirements

Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the TDFI, Federal Reserve and the FDIC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations.

8296

The Federal Reserve and the FDIC have issued guidelines governing the levels of capital that banks must maintain. Those guidelines specify capital tiers, which include the classifications set forth in the following table. As of ~~March 31,~~June 30, 2021 and December 31, 2020, we exceeded all capital ratio requirements under prompt corrective action and other regulatory requirements, as detailed in the table below:


		Actual				Required for capital adequacy purposes (1)				To be well capitalized under prompt corrective action provision					Actual				Required for capital adequacy purposes (1)				To be well capitalized under prompt corrective action provision
(dollars in thousands)	(dollars in thousands)	Amount		Ratio (%)		Amount		Ratio (%)		Amount		Ratio (%)		(dollars in thousands)	Amount		Ratio (%)		Amount		Ratio (%)		Amount		Ratio (%)
March 31, 2021
June 30, 2021														June 30, 2021
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)													Total capital (to risk weighted assets)
FB Financial Corporation	FB Financial Corporation	$	1,353,195	14.6	%	$	972,054	10.5	%	N/A		N/A		FB Financial Corporation	$	1,383,471	14.9	%	$	974,690	10.5	%	N/A		N/A
FirstBank	FirstBank	$	1,316,420	14.2	%	$	970,431	10.5	%	$	924,220	10.0	%	FirstBank	$	1,317,759	14.2	%	$	971,072	10.5	%	$	924,831	10.0	%
Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)													Tier 1 capital (to risk weighted assets)
FB Financial Corporation	FB Financial Corporation	$	1,138,657	12.3	%	$	786,901	8.5	%	N/A		N/A		FB Financial Corporation	$	1,177,609	12.7	%	$	789,034	8.5	%	N/A		N/A
FirstBank	FirstBank	$	1,121,997	12.1	%	$	785,587	8.5	%	$	739,376	8.0	%	FirstBank	$	1,131,897	12.2	%	$	786,106	8.5	%	$	739,865	8.0	%
Tier 1 Capital (to average assets)	Tier 1 Capital (to average assets)													Tier 1 Capital (to average assets)
FB Financial Corporation	FB Financial Corporation	$	1,138,657	10.1	%	$	450,971	4.0	%	N/A		N/A		FB Financial Corporation	$	1,177,609	10.1	%	$	466,866	4.0	%	N/A		N/A
FirstBank	FirstBank	$	1,121,997	10.0	%	$	450,889	4.0	%	$	563,611	5.0	%	FirstBank	$	1,131,897	9.7	%	$	465,961	4.0	%	$	582,451	5.0	%
Common Equity Tier 1 (CET1)	Common Equity Tier 1 (CET1)													Common Equity Tier 1 (CET1)
FB Financial Corporation	FB Financial Corporation	$	1,108,657	12.0	%	$	648,036	7.0	%	N/A		N/A		FB Financial Corporation	$	1,147,609	12.4	%	$	649,793	7.0	%	N/A		N/A
FirstBank	FirstBank	$	1,121,997	12.1	%	$	646,954	7.0	%	$	600,743	6.5	%	FirstBank	$	1,131,897	12.2	%	$	647,382	7.0	%	$	601,140	6.5	%
December 31, 2020	December 31, 2020													December 31, 2020
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)													Total capital (to risk weighted assets)
FB Financial Corporation	FB Financial Corporation	$	1,358,897	15.0	%	$	952,736	10.5	%	N/A		N/A		FB Financial Corporation	$	1,358,897	15.0	%	$	952,736	10.5	%	N/A		N/A
FirstBank	FirstBank	$	1,353,279	14.9	%	$	951,327	10.5	%	$	906,026	10.0	%	FirstBank	$	1,353,279	14.9	%	$	951,327	10.5	%	$	906,026	10.0	%
Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)													Tier 1 capital (to risk weighted assets)
FB Financial Corporation	FB Financial Corporation	$	1,090,364	12.0	%	$	771,262	8.5	%	N/A		N/A		FB Financial Corporation	$	1,090,364	12.0	%	$	771,262	8.5	%	N/A		N/A
FirstBank	FirstBank	$	1,142,548	12.6	%	$	770,122	8.5	%	$	724,820	8.0	%	FirstBank	$	1,142,548	12.6	%	$	770,122	8.5	%	$	724,820	8.0	%
Tier 1 Capital (to average assets)	Tier 1 Capital (to average assets)													Tier 1 Capital (to average assets)
FB Financial Corporation	FB Financial Corporation	$	1,090,364	10.0	%	$	435,064	4.0	%	N/A		N/A		FB Financial Corporation	$	1,090,364	10.0	%	$	435,064	4.0	%	N/A		N/A
FirstBank	FirstBank	$	1,142,548	10.5	%	$	435,279	4.0	%	$	544,098	5.0	%	FirstBank	$	1,142,548	10.5	%	$	435,279	4.0	%	$	544,098	5.0	%
Common Equity Tier 1 (CET1)	Common Equity Tier 1 (CET1)													Common Equity Tier 1 (CET1)
FB Financial Corporation	FB Financial Corporation	$	1,060,364	11.7	%	$	635,157	7.0	%	N/A		N/A		FB Financial Corporation	$	1,060,364	11.7	%	$	635,157	7.0	%	N/A		N/A
FirstBank	FirstBank	$	1,142,548	12.6	%	$	634,218	7.0	%	$	588,917	6.5	%	FirstBank	$	1,142,548	12.6	%	$	634,218	7.0	%	$	588,917	6.5	%

(1) Minimum ratios presented exclude the capital conservation buffer.

U.S. Basel III measures capital strength in three tiers and incorporates risk-adjusted assets to determine the risk-based capital ratios. Our common equity tier 1 capital primarily includes shareholders' equity less certain deductions for goodwill and other intangibles, net of taxes, net unrealized gains (losses) on AFS securities and derivative instruments, net of tax. Tier 1 capital is primarily comprised of common equity Tier 1 capital and included junior subordinated debentures with a carrying value of $30.0 million as of ~~March 31,~~June 30, 2021 and December 31, 2020. Tier 2 capital components include a portion of the allowance for credit losses in excess of Tier 1 statutory limits and our remaining combined trust preferred security debt issuances.

In December 2018, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard. In March 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC announced an interim final rule, which became final on September 30, 2020, to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The final rule maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company adopted the capital transition relief over the permissible five-year period.

8397

Capital Expenditures

As of ~~March 31,~~June 30, 2021, we have ~~not~~$0.7 million in committed ~~to any material~~ capital expenditures over the next twelve ~~months.~~months related to expansion of our locations.

Shareholders’ equity

Our total shareholders’ equity was ~~$1.33~~$1.37 billion at ~~March 31,~~June 30, 2021 and $1.29 billion at December 31, 2020. Book value per share was ~~$28.08~~$28.96 at ~~March 31,~~June 30, 2021 and $27.35 at December 31, ~~2020.~~2020, respectively. The growth in shareholders’ equity during 2021 was primarily attributable to earnings retention and changes in accumulated other comprehensive income, partially offset by declared dividends and activity related to equity-based compensation.

Off-balance sheet arrangements

In the normal course of business, we enter into various transactions, which in accordance with GAAP, are not included as part of our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit, standby and commercial letters of credit, and commitments to purchase loans, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. For further information, see Note 9, "Commitments and contingencies" in the notes to the consolidated financial statements included elsewhere in this Report.

8498

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate sensitivity

Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities. Management believes that our ability to successfully respond to changes in interest rates will have a significant impact on our financial results. To that end, management actively monitors and manages our interest rate risk exposure.

The Asset Liability Management Committee, ~~(“ALCO”),~~ which is authorized by our board of directors, monitors our interest rate sensitivity and makes decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.

We monitor the impact of changes in interest rates on our net interest income and economic value of equity ~~(“EVE”)~~ using rate shock analysis. Net interest income simulations measure the short-term earnings exposure from changes in market rates of interest in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in affect over the life of the current balance sheet. For purposes of calculating EVE, a zero percent floor is assumed on discount factors.

The following analysis depicts the estimated impact on net interest income and EVE of immediate changes in interest rates at the specified levels for the periods presented:


						Percentage change in:									Percentage change in:
Change in interest rates	Change in interest rates	Net interest income (1)								Change in interest rates	Net interest income (1)
		Year 1				Year 2					Year 1				Year 2
		March 31,		December 31,		March 31,		December 31,			June 30,		December 31,		June 30,		December 31,
(in basis points)	(in basis points)	2021		2020		2021		2020		(in basis points)	2021		2020		2021		2020
+400	+400	52.1	%	46.8	%	61.2	%	52.3	%	+400	41.4	%	46.8	%	37.3	%	52.3	%
+300	+300	38.7	%	34.8	%	45.5	%	39.1	%	+300	30.6	%	34.8	%	27.7	%	39.1	%
+200	+200	25.2	%	22.8	%	29.9	%	26.1	%	+200	19.8	%	22.8	%	18.2	%	26.1	%
+100	+100	12.1	%	10.7	%	14.7	%	12.9	%	+100	9.40	%	10.7	%	8.86	%	12.9	%
-100	-100	(7.4)	%	(3.8)	%	(12.4)	%	(6.8)	%	-100	(5.62)	%	(3.80)	%	(8.31)	%	(6.80)	%
-200	-200	(9.3)	%	(3.8)	%	(15.5)	%	(6.8)	%	-200	(7.08)	%	(3.80)	%	(10.2)	%	(6.80)	%


		Percentage change in:					Percentage change in:
Change in interest rates	Change in interest rates	Economic value of equity (2)				Change in interest rates	Economic value of equity (2)
		March 31,		December 31,			June 30,		December 31,
(in basis points)	(in basis points)	2021		2020		(in basis points)	2021		2020
+400	+400	28.2	%	40.0	%	+400	13.8	%	40.0	%
+300	+300	22.3	%	32.8	%	+300	11.7	%	32.8	%
+200	+200	15.7	%	24.2	%	+200	8.86	%	24.2	%
+100	+100	8.28	%	13.2	%	+100	4.86	%	13.2	%
-100	-100	(9.7)	%	(6.4)	%	-100	(6.98)	%	(6.40)	%
-200	-200	(19.5)	%	(6.3)	%	-200	(10.6)	%	(6.29)	%

(1)The percentage change represents the projected net interest income for 12 months and 24 months on a flat balance sheet in a stable interest rate environment versus the projected net income in the various rate scenarios.

(2)The percentage change in this column represents our EVE in a stable interest rate environment versus EVE in the various rate scenarios.

The results for the net interest income simulations as of ~~March 31,~~June 30, 2021 and December 31, 2020 resulted in an asset sensitive position. The primary influence of our asset sensitivity is the floating rate structure in many of our loans held for investment as well as the composition of our liabilities which is primarily core deposits. Non-interest bearing deposits continue be a strong source of funding which also increases asset sensitivity. The COVID-19 pandemic resulted in unprecedented monetary stimulus from the Federal Reserve, which included, but was not limited to, a 150 basis point decrease in the federal funds target rate. While our variable rate loan portfolio is indexed to market rates, deposits

8599

typically adjust at a percentage of the overall movement in market rates, resulting in margin compression. Index floors in our variable rate loans and aggressive deposit pricing should continue to mitigate some of this pressure in the near term.

The preceding measures assume no change in the size or asset/liability compositions of the balance sheet. Thus, the measures do not reflect the actions the ALCO may undertake in response to such changes in interest rates. The scenarios assume instantaneous movements in interest rates in increments of 100, 200, 300 and 400 basis points. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions employed in the model include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities and the expected life of non-maturity deposits. Because these assumptions are inherently uncertain, actual results may differ from simulated results.

We may utilize derivative financial instruments as part of an ongoing effort to mitigate interest rate risk exposure to interest rate fluctuations and facilitate the needs of our customers.

The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with customer contracts, the Company enters into an offsetting derivative contract. The Company manages its credit risk, or potential risk of default by its commercial customers through credit limit approval and monitoring procedures.

The Company has entered into interest rate swap contracts to hedge interest rate exposure on short term liabilities, as well as interest rate swap contracts to hedge interest rate exposure on subordinated debentures. These interest rate swaps are all accounted for as cash flow hedges, with the Company receiving a variable rate of interest and paying a fixed rate of interest.

The Company enters into rate lock commitments and forward loan sales contracts as part of our ongoing efforts to mitigate our interest rate risk exposure inherent in our mortgage pipeline and held for sale portfolio. Under the interest rate lock commitments, interest rates for a mortgage loan are locked in with the client for a period of time, typically 30-90 days. Once an interest rate lock commitment is entered into with a client, we also enter into a forward commitment to sell the residential mortgage loan to secondary market investors. Forward loan sale contracts are contracts for delayed sale and delivery of mortgage loans to a counter party. We agree to deliver on a specified future date, a specified instrument, at a specified price or yield. The credit risk inherent to us arises from the potential inability of counterparties to meet the terms of their contracts. In the event of non-acceptance by the counterparty, we would be subject to the credit and inherent (or market) risk of the loans retained.

Additionally, the Company enters into forward commitments, options and futures contracts that are not designated as hedging instruments, which serve as economic hedges of the change in fair value of its MSRs.

For more information about our derivative financial instruments, see Note 10, “Derivatives” in the notes to our consolidated financial statements.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is: (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended ~~March 31,~~June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II

ITEM 1—LEGAL PROCEEDINGS

Various legal proceedings to which we or our subsidiaries are party arise from time to time in the normal course of business. As of the date of this Report, there are no material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries’ properties are subject.

ITEM 1A—RISK FACTORS

There have been no material changes to the risk factors set forth in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about repurchases of common stock by the Company during the quarter ended ~~March 31,~~June 30, 2021:


Period	(a) Total number of shares purchased	(b) Average price paid per share	(c) Total number of shares purchased as part of publicly announced plans or programs	(d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
~~January~~April 1 - ~~January 31,~~April 30, 2021	—	—	—	$	100,000,000
~~February~~May 1 - ~~February 28,~~May 31, 2021	—	—	—	100,000,000
~~March~~June 1 - ~~March 31,~~June 30, 2021	—	—	—	100,000,000
Total	—	—	—	100,000,000

On February 18, 2021 the board of directors approved a repurchase plan for up to $100 million of Company common stock. This repurchase plan expires March 31, 2022, and purchases will be conducted pursuant to a written plan intended to comply with Rule 10b-18 promulgated under the Exchange Act. To date, the Company has not repurchased any shares of common stock under the plan.

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ITEM 6—EXHIBITS

The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Report.

EXHIBIT INDEX


Exhibit Number			Description

3.1			Amended and Restated Charter of FB Financial Corporation (incorporated by reference as Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-213210), filed on September 6, 2016)
3.2			Amended and Restated Bylaws of FB Financial Corporation (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37875) file on November 14, 2016)
4.1			Registration Rights Agreement by and between FB Financial Corporation and James W. Ayers, dated September 15, 2016 (incorporated by reference as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37875) filed on November 14, 2016)







~~10.1~~			~~Employment Agreement, dated February 19, 2021, between FirstBank and J. Gregory Bowers~~
~~10.2~~			~~Employment Agreement, dated November 27, 2020, among FB Financial Corporation, FirstBank, and R. Wade Peery~~
~~10.3~~			~~Employment Agreement, dated November 27, 2020, among FB Financial Corporation, FirstBank, and Beth W. S~~i ms














10.1			Employment Agreement, dated July 31, 2021, among FB Financial Corporation, FirstBank, and Christopher T. Holmes
31.1			Rule 13a-14(a) Certification of Chief Executive Officer*
31.2			Rules 13a-14(a) Certification of Chief Financial Officer*
32.1			Section 1350 Certification of Chief Executive Officer and Chief Financial Officer**
101.INS			Inline XBRL Instance Document*
101.SCH			Inline XBRL Taxonomy Extension Schema Document*
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Filed herewith.
**			Furnished herewith.

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Signatures

Pursuant to the requirements of the section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


						FB Financial Corporation

						/s/ Michael M. Mettee
~~May 7,~~August 6, 2021						Michael M. Mettee Chief Financial Officer (Principal Financial Officer)

						/s/ Keith Rainwater
~~May 7,~~August 6, 2021						Keith Rainwater Chief Accounting Officer (Principal Accounting Officer)

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	As of March 31,						As of December 31,
(dollars in thousands, except share and per share data)	2021			2020			2020
Tangible Assets
Total assets	$	11,935,826		$	6,655,687		$	11,207,330
Adjustments:
Goodwill	(242,561)			(174,859)			(242,561)
Core deposit and other intangibles	(20,986)			(18,876)			(22,426)
Tangible assets	$	11,672,279		$	6,461,952		$	10,942,343
Tangible Common Equity
Total common shareholders' equity	$	1,329,103		$	782,330		$	1,291,289
Adjustments:
Goodwill	(242,561)			(174,859)			(242,561)
Core deposit and other intangibles	(20,986)			(18,876)			(22,426)
Tangible common equity	$	1,065,556		$	588,595		$	1,026,302
Common shares outstanding	47,331,680			32,067,356			47,220,743
Book value per common share	$	28.08		$	24.40		$	27.35
Tangible book value per common share	$	22.51		$	18.35		$	21.73
Total common shareholders' equity to total assets	11.1		%	11.8		%	11.5		%
Tangible common equity to tangible assets	9.13		%	9.11		%	9.38		%