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 June 30, ~~2021~~2022

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

For the transition period from ________ to ________

Commission File Number 001-37875

FB FINANCIAL CORPORATION

(Exact name of ~~Registrant~~registrant as specified in its ~~Charter)~~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~~Symbol(s)

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:~~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~~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~~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~~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, a 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~~registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of ~~Registrant’s~~registrant’s Common Stock outstanding as of ~~July 30, 2021~~August 3, 2022 was ~~47,363,275.~~46,883,935.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
	Glossary Of Abbreviations And Acronyms	3
Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets as of J une 30 , ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021	4
	Consolidated Statements of Income (Unaudited) for the ~~three~~t hree and six months ended ~~June 30,~~ ~~202~~1June 3 0 , 2022 and ~~2020~~2021	5
	Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ~~ended~~e n ded June ~~30, 202~~1 30, 2022 and ~~2020~~ 2021	6
	Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the ~~three~~thr ee and six mo nths ended ~~months ended June~~J une 30 ~~202~~1, 2022 and ~~2020~~2021	7
	Consolidated Statements of Cash Flows (Unaudited) for the six months ended ~~June 30, 2021~~J ~~and~~une 3 ~~2020~~0 , 2022and 2021	9
	Notes to Consolidated Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation	5449
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9887
Item 4.	Controls and Procedures	~~100~~88
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	~~101~~89
Item 1A.	Risk Factors	~~101~~89
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~101~~89
Item 6.	Exhibits	~~102~~91
SIGNATURES		~~103~~92

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

As used in this ~~report,~~Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (this "Report"), references to “we,” “our,” “us,” “FB Financial,” or “the Company” refer to FB Financial Corporation, a Tennessee corporation, and our ~~wholly owned~~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~~wholly-owned banking subsidiary.

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

ACL

Allowance ~~For Credit Losses~~for credit losses

GAAP

U.S. generally accepted accounting principles

AFS

~~Available-for-Sale~~Available-for-sale

GNMA

Government National Mortgage Association

ALCO

Asset Liability Management Committee

~~IPO~~IRLC

~~Initial Public Offering~~Interest rate lock commitment

ASC

Accounting Standard Codification

~~IRC~~LIBOR

~~Internal Revenue Code~~London Interbank Offered Rate

ASU

Accounting Standard Update

MSR

Mortgage ~~Servicing Rights~~

~~CAA~~

~~Consolidated Appropriations Act~~

~~JOBS Act~~

~~Jumpstart Our Business Startups Act~~servicing rights

CARES

Coronavirus Aid, Relief, and Economic Security Act

~~LIBOR~~NIM

~~London Interbank Offered Rate~~Net interest margin

CECL

Current ~~Expected Credit Losses~~expected credit losses

~~LTIP~~OREO

~~Long-Term Incentive Plan~~Other real estate owned

CEO

Chief Executive Officer

~~MSA~~PPP

~~Metropolitan Statistical Areas~~Paycheck Protection Program

CET1

Common Equity Tier 1

~~MSR~~PSU

~~Mortgage Servicing Rights~~Performance-based restricted stock units

~~CMA~~COVID-19

~~Cash Management Advances~~Coronavirus pandemic

~~NIM~~ROAA

~~Net Interest Margin~~Return on average total assets

CPR

Conditional ~~Prepayment Rate~~prepayment rate

~~OCC~~ROAE

~~Office of the Comptroller of the Currency~~

~~CRE~~

~~Commercial Real Estate~~

~~OREO~~

~~Other Real Estate Owned~~Return on average shareholders' equity

EPS

Earnings per ~~Share~~share

~~PCD~~ROATCE

~~Purchased Credit Deteriorated~~Return on average tangible common equity

ESPP

Employee Stock Purchase Plan

~~PPP~~ROU

~~Paycheck Protection Program~~Right-of-use

EVE

Economic ~~Value~~value of ~~Equity~~equity

~~PSU~~RSU

~~Performance-based~~ Restricted ~~Stock Units~~stock units

FASB

Financial Accounting Standards Board

~~REIT~~SBA

~~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~~Small Business Administration

FDIC

Federal Deposit Insurance Corporation

~~RSU~~SDN List

~~Restricted Stock Units~~Specially Designated Nationals and Blocked Persons

~~FHLB~~Federal Reserve

Board of Governors of the Federal ~~Home Loan Bank~~

~~SBA~~

~~Small Business Administration~~

~~FHLMC~~

~~Federal Home Loan Mortgage Corporation~~Reserve
System

SEC

U.S. Securities and Exchange Commission

~~FNB~~FHLB

~~Farmers National~~Federal Home Loan Bank

SOFR

Secured overnight financing rate

FHLMC

Federal Home Loan Mortgage Corporation

TDFI

Tennessee Department of Financial Institutions

FNMA

Federal National Mortgage Association

TDR

Troubled ~~Debt Restructuring~~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)


		June 30,		December 31,			June 30,		December 31,
		2021 (Unaudited)		2020			2022 (Unaudited)		2021
ASSETS	ASSETS					ASSETS
Cash and due from banks	Cash and due from banks	$	60,908	$	110,991	Cash and due from banks	$	79,402	$	91,333
Federal funds sold and reverse repurchase agreements	Federal funds sold and reverse repurchase agreements	59,321		121,153		Federal funds sold and reverse repurchase agreements	233,588		128,087
Interest-bearing deposits in financial institutions	Interest-bearing deposits in financial institutions	1,596,868		1,085,754		Interest-bearing deposits in financial institutions	559,871		1,578,320
Cash and cash equivalents	Cash and cash equivalents	1,717,097		1,317,898		Cash and cash equivalents	872,861		1,797,740
Investments:	Investments:					Investments:
Available-for-sale debt securities, at fair value	Available-for-sale debt securities, at fair value	1,404,372		1,172,400		Available-for-sale debt securities, at fair value	1,618,241		1,678,525
Equity securities, at fair value	Equity securities, at fair value	4,803		4,591		Equity securities, at fair value	3,103		3,367
Federal Home Loan Bank stock, at cost	Federal Home Loan Bank stock, at cost	29,411		31,232		Federal Home Loan Bank stock, at cost	34,581		32,217
Loans held for sale, at fair value	Loans held for sale, at fair value	821,529		899,173		Loans held for sale, at fair value	260,215		752,223
Loans	Loans	7,198,954		7,082,959		Loans	8,624,337		7,604,662
Less: allowance for credit losses	Less: allowance for credit losses	144,663		170,389		Less: allowance for credit losses	126,272		125,559
Net loans	Net loans	7,054,291		6,912,570		Net loans	8,498,065		7,479,103
Premises and equipment, net	Premises and equipment, net	142,596		145,115		Premises and equipment, net	142,474		143,739
Other real estate owned, net	Other real estate owned, net	11,986		12,111		Other real estate owned, net	9,398		9,777
Operating lease right-of-use assets	Operating lease right-of-use assets	45,423		49,537		Operating lease right-of-use assets	41,070		41,686
Interest receivable	Interest receivable	42,083		43,603		Interest receivable	40,393		38,528
Mortgage servicing rights, at fair value	Mortgage servicing rights, at fair value	101,615		79,997		Mortgage servicing rights, at fair value	158,678		115,512
Goodwill	Goodwill	242,561		242,561		Goodwill	242,561		242,561
Core deposit and other intangibles, net	Core deposit and other intangibles, net	19,592		22,426		Core deposit and other intangibles, net	14,515		16,953
Bank-owned life insurance						Bank-owned life insurance	74,605		73,519
Other assets	Other assets	281,008		274,116		Other assets	183,102		172,236
Total assets	Total assets	$	11,918,367	$	11,207,330	Total assets	$	12,193,862	$	12,597,686
LIABILITIES	LIABILITIES					LIABILITIES
Deposits	Deposits					Deposits
Noninterest-bearing	Noninterest-bearing	$	2,484,982	$	2,274,103	Noninterest-bearing	$	2,895,520	$	2,740,214
Interest-bearing checking	Interest-bearing checking	3,015,253		2,491,765		Interest-bearing checking	3,338,561		3,418,666
Money market and savings	Money market and savings	3,421,281		3,254,915		Money market and savings	3,131,463		3,546,936
Customer time deposits	Customer time deposits	1,241,540		1,375,695		Customer time deposits	1,171,941		1,103,594
Brokered and internet time deposits	Brokered and internet time deposits	40,900		61,559		Brokered and internet time deposits	5,817		27,487
Total deposits	Total deposits	10,203,956		9,458,037		Total deposits	10,543,302		10,836,897
Borrowings	Borrowings	183,962		238,324		Borrowings	160,400		171,778
Operating lease liabilities	Operating lease liabilities	50,396		55,187		Operating lease liabilities	45,917		46,367
Accrued expenses and other liabilities	Accrued expenses and other liabilities	108,239		164,400		Accrued expenses and other liabilities	124,298		109,949
Total liabilities	Total liabilities	10,546,553		9,915,948		Total liabilities	10,873,917		11,164,991
Commitments and contingencies (Note 9)		0		0
Commitments and contingencies (Note 8)						Commitments and contingencies (Note 8)	0		0
SHAREHOLDERS' EQUITY	SHAREHOLDERS' EQUITY					SHAREHOLDERS' EQUITY
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
Common stock, $1 par value per share; 75,000,000 shares authorized; 46,881,896 and 47,549,241 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively						Common stock, $1 par value per share; 75,000,000 shares authorized; 46,881,896 and 47,549,241 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	46,882		47,549
Additional paid-in capital	Additional paid-in capital	902,782		898,847		Additional paid-in capital	864,614		892,529
Retained earnings	Retained earnings	403,173		317,625		Retained earnings	528,851		486,666
Accumulated other comprehensive income, net		18,405		27,595
Accumulated other comprehensive (loss) income, net						Accumulated other comprehensive (loss) income, net	(120,495)		5,858
Total FB Financial Corporation common shareholders' equity	Total FB Financial Corporation common shareholders' equity	1,371,721		1,291,289		Total FB Financial Corporation common shareholders' equity	1,319,852		1,432,602
Noncontrolling interest	Noncontrolling interest	93		93		Noncontrolling interest	93		93
Total equity	Total equity	1,371,814		1,291,382		Total equity	1,319,945		1,432,695
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	11,918,367	$	11,207,330	Total liabilities and shareholders' equity	$	12,193,862	$	12,597,686

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 June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020				2022		2021		2022		2021
Interest income:	Interest income:										Interest income:
Interest and fees on loans	Interest and fees on loans	$	89,861	$	61,092	$	179,273	$	124,846		Interest and fees on loans	$	99,655	$	89,861	$	186,519	$	179,273
Interest on securities	Interest on securities										Interest on securities
Taxable	Taxable	3,844		2,619		6,663		5,675			Taxable	6,499		3,844		11,919		6,663
Tax-exempt	Tax-exempt	1,933		1,590		3,889		3,023			Tax-exempt	1,842		1,933		3,708		3,889
Other	Other	691		306		1,289		1,737			Other	2,218		691		3,195		1,289
Total interest income	Total interest income	96,329		65,607		191,114		135,281			Total interest income	110,214		96,329		205,341		191,114

Interest expense:	Interest expense:										Interest expense:
Deposits	Deposits	7,919		9,309		17,745		21,477			Deposits	6,591		7,919		12,053		17,745
Borrowings	Borrowings	1,847		961		4,230		2,218			Borrowings	1,452		1,847		2,935		4,230
Total interest expense	Total interest expense	9,766		10,270		21,975		23,695			Total interest expense	8,043		9,766		14,988		21,975
Net interest income	Net interest income	86,563		55,337		169,139		111,586			Net interest income	102,171		86,563		190,353		169,139
Provision for credit losses	Provision for credit losses	(12,885)		24,039		(24,517)		52,003			Provision for credit losses	8,181		(12,885)		2,052		(24,517)
Provision for credit losses on unfunded commitments	Provision for credit losses on unfunded commitments	(954)		1,882		(3,176)		3,483			Provision for credit losses on unfunded commitments	4,137		(954)		6,019		(3,176)
Net interest income after provisions for credit losses	Net interest income after provisions for credit losses	100,402		29,416		196,832		56,100			Net interest income after provisions for credit losses	89,853		100,402		182,282		196,832

Noninterest income:	Noninterest income:										Noninterest income:
Mortgage banking income	Mortgage banking income	35,499		72,168		90,831		104,913			Mortgage banking income	22,559		35,499		52,090		90,831
Service charges on deposit accounts	Service charges on deposit accounts	2,266		1,858		4,605		4,421			Service charges on deposit accounts	2,908		2,266		5,822		4,605
ATM and interchange fees	ATM and interchange fees	5,381		3,606		9,722		6,740			ATM and interchange fees	5,353		5,381		10,440		9,722
Investment services and trust income	Investment services and trust income	2,999		1,368		5,007		3,065			Investment services and trust income	2,275		2,999		4,407		5,007
Gain (loss) from securities, net		144		(28)		227		35
(Loss) gain from securities, net											(Loss) gain from securities, net	(109)		144		(261)		227
(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) gain on sales or write-downs of other real estate owned	(26)		(23)		(524)		473
Loss from other assets		(4)		(54)		(15)		(382)
Gain (loss) from other assets											Gain (loss) from other assets	18		(4)		82		(15)
Other income	Other income	3,038		2,487		5,180		5,262			Other income	236		3,038		2,550		5,180
Total noninterest income	Total noninterest income	49,300		81,491		116,030		124,191			Total noninterest income	33,214		49,300		74,606		116,030

Noninterest expenses:	Noninterest expenses:										Noninterest expenses:
Salaries, commissions and employee benefits	Salaries, commissions and employee benefits	62,367		55,258		126,938		98,880			Salaries, commissions and employee benefits	55,181		62,367		114,624		126,938
Occupancy and equipment expense	Occupancy and equipment expense	5,356		4,096		11,205		8,274			Occupancy and equipment expense	5,853		5,356		11,256		11,205
Legal and professional fees	Legal and professional fees	2,090		1,952		4,524		3,510			Legal and professional fees	3,116		2,090		5,723		4,524
Data processing	Data processing	2,542		2,782		4,861		5,235			Data processing	2,404		2,542		4,885		4,861
Merger costs		0		1,586		0		4,636

Amortization of core deposit and other intangibles	Amortization of core deposit and other intangibles	1,394		1,205		2,834		2,408			Amortization of core deposit and other intangibles	1,194		1,394		2,438		2,834

Advertising	Advertising	3,559		2,591		5,812		4,980			Advertising	2,031		3,559		6,064		5,812
Mortgage restructuring expense											Mortgage restructuring expense	12,458		—		12,458		—
Other expense	Other expense	15,652		11,109		31,484		21,215			Other expense	14,760		15,652		28,821		31,484
Total noninterest expense	Total noninterest expense	92,960		80,579		187,658		149,138			Total noninterest expense	96,997		92,960		186,269		187,658

Income before income taxes	Income before income taxes	56,742		30,328		125,204		31,153			Income before income taxes	26,070		56,742		70,619		125,204
Income tax expense	Income tax expense	13,440		7,455		29,028		7,535			Income tax expense	6,717		13,440		16,030		29,028
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			Net income applicable to FB Financial Corporation and noncontrolling interest	19,353		43,302		54,589		96,176
Net income applicable to noncontrolling interest	Net income applicable to noncontrolling interest	8		0		8		0			Net income applicable to noncontrolling interest	8		8		8		8
Net income applicable to FB Financial Corporation	Net income applicable to FB Financial Corporation	$	43,294	$	22,873	$	96,168	$	23,618		Net income applicable to FB Financial Corporation	$	19,345	$	43,294	$	54,581	$	96,168

Earnings per common share	Earnings per common share										Earnings per common share
Basic	Basic	$	0.91	$	0.71	$	2.03	$	0.75		Basic	$	0.41	$	0.91	$	1.15	$	2.03
Diluted	Diluted	0.90		0.70		2.00		0.74			Diluted	0.41		0.90		$	1.15	$	2.00

See the accompanying notes to the consolidated financial statements.

FB Financial Corporation and subsidiaries

Consolidated statements of comprehensive (loss) income

(Unaudited)

(Amounts are in thousands)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	19,353	$	43,302	$	54,589	$	96,176
Other comprehensive (loss) income, net of tax:
Net change in unrealized (loss) gain in available-for-sale securities, net of tax (benefits) expense of $(17,343), $798, $(44,826) and $(2,654)	(49,233)		2,286		(127,408)		(9,562)
Reclassification adjustment for gain on sale of securities included in net income, net of tax expenses of $0, $2, $1 and $4	(1)		(6)		(2)		(11)
Net change in unrealized gain in hedging activities, net of tax expenses of $99, $23, $372 and $135	283		67		1,057		383

Total other comprehensive (loss) income, net of tax	(48,951)		2,347		(126,353)		(9,190)
Comprehensive (loss) income applicable to FB Financial Corporation and noncontrolling interest	(29,598)		45,649		(71,764)		86,986
Comprehensive income applicable to noncontrolling interest	8		8		8		8
Comprehensive (loss) income applicable to FB Financial Corporation	$	(29,606)	$	45,641	$	(71,772)	$	86,978

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 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





	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss), net		Total common shareholders' equity		Noncontrolling interest		Total shareholders' equity
Balance at March 31, 2022	$	47,488	$	888,168	$	515,664	$	(71,544)	$	1,379,776	$	93	$	1,379,869

Net income attributable to FB Financial Corporation and noncontrolling interest	—		—		19,345		—		19,345		8		19,353
Other comprehensive income, net of taxes	—		—		—		(48,951)		(48,951)		—		(48,951)


Repurchase of common stock	(650)		(25,890)		—		—		(26,540)		—		(26,540)
Stock based compensation expense	1		3,037		—		—		3,038		—		3,038
Restricted stock units vested and distributed, net of shares withheld	43		(701)		—		—		(658)		—		(658)

Dividends declared ($0.13 per share)	—		—		(6,158)		—		(6,158)		—		(6,158)
Noncontrolling interest distribution	—		—		—		—		—		(8)		(8)
Balance at June 30, 2022	$	46,882	$	864,614	$	528,851	$	(120,495)	$	1,319,852	$	93	$	1,319,945

Balance at December 31, 2021	$	47,549	$	892,529	$	486,666	$	5,858	$	1,432,602	$	93	$	1,432,695


Net income attributable to FB Financial Corporation and noncontrolling interest	—		—		54,581		—		54,581		8		54,589
Other comprehensive income, net of taxes	—		—		—		(126,353)		(126,353)		—		(126,353)


Repurchase of common stock	(795)		(31,948)		—		—		(32,743)		—		(32,743)
Stock based compensation expense	2		5,618		—		—		5,620		—		5,620
Restricted stock units vested and distributed, net of shares withheld	111		(2,257)		—		—		(2,146)		—		(2,146)
Shares issued under employee stock purchase program	15		672		—		—		687		—		687
Dividends declared ($0.26 per share)	—		—		(12,396)		—		(12,396)		—		(12,396)
Noncontrolling interest distribution	—		—		—		—		—		(8)		(8)
Balance at June 30, 2022	$	46,882	$	864,614	$	528,851	$	(120,495)	$	1,319,852	$	93	$	1,319,945

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 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.~~


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income, net		Total common shareholders' equity		Noncontrolling interest		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 loss, 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)

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 loss, 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 cash flows

(Unaudited)

(Amounts are in thousands)


		Six Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2022		2021
Cash flows from operating activities:	Cash flows from operating activities:						Cash flows from operating activities:
Net income		$	96,176	$	23,618
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of fixed assets		4,148		3,231
Net income applicable to FB Financial Corporation and noncontrolling interest							Net income applicable to FB Financial Corporation and noncontrolling interest	$	54,589	$	96,176
Adjustments to reconcile net income to net cash provided by (used in) operating activities:							Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization of fixed assets and software							Depreciation and amortization of fixed assets and software	4,048		4,148
Amortization of core deposit and other intangibles	Amortization of core deposit and other intangibles	2,834		2,408			Amortization of core deposit and other intangibles	2,438		2,834
Capitalization of mortgage servicing rights	Capitalization of mortgage servicing rights	(22,167)		(20,063)			Capitalization of mortgage servicing rights	(15,070)		(22,167)
Net change in fair value of mortgage servicing rights	Net change in fair value of mortgage servicing rights	549		35,076			Net change in fair value of mortgage servicing rights	(28,096)		549
Stock-based compensation expense	Stock-based compensation expense	5,181		4,233			Stock-based compensation expense	5,620		5,181
Provision for credit losses	Provision for credit losses	(24,517)		52,003			Provision for credit losses	2,052		(24,517)
Provision for credit losses on unfunded commitments	Provision for credit losses on unfunded commitments	(3,176)		3,483			Provision for credit losses on unfunded commitments	6,019		(3,176)
Provision for mortgage loan repurchases	Provision for mortgage loan repurchases	(266)		1,227			Provision for mortgage loan repurchases	(1,189)		(266)
Amortization (accretion) of premiums and discounts on acquired loans, net		284		(2,554)
Accretion of discounts and amortization of premiums on securities, net		4,390		2,077
Gain from securities, net		(227)		(35)
Amortization of premiums and accretion of discounts on acquired loans, net							Amortization of premiums and accretion of discounts on acquired loans, net	2,288		284
Amortization of premiums and accretion of discounts on securities, net							Amortization of premiums and accretion of discounts on securities, net	3,692		4,390
Loss (gain) from securities, net							Loss (gain) from securities, net	261		(227)
Originations of loans held for sale	Originations of loans held for sale	(3,308,882)		(2,807,047)			Originations of loans held for sale	(1,719,488)		(3,308,882)

Proceeds from sale of loans held for sale	Proceeds from sale of loans held for sale	3,355,152		2,739,933			Proceeds from sale of loans held for sale	2,213,443		3,355,152
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	(86,031)		(113,888)			Gain on sale and change in fair value of loans held for sale	(35,410)		(86,031)

Net gain or write-downs of other real estate owned		(473)		(137)
Loss on other assets		15		382
Net loss (gain) or write-downs of other real estate owned							Net loss (gain) or write-downs of other real estate owned	524		(473)
(Gain) loss on other assets							(Gain) loss on other assets	(82)		15

Provision for deferred income taxes	Provision for deferred income taxes	13,538		(16,380)			Provision for deferred income taxes	12,461		13,538
Earnings on bank-owned life insurance							Earnings on bank-owned life insurance	(728)		(792)
Changes in:	Changes in:						Changes in:

Operating leases							Operating leases	166		(677)
Other assets and interest receivable	Other assets and interest receivable	(14,488)		(102,382)			Other assets and interest receivable	13,566		(17,810)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(97,146)		47,077			Accrued expenses and other liabilities	7,279		(92,355)
Net cash used in operating activities		(75,106)		(147,738)
Net cash provided by (used in) operating activities							Net cash provided by (used in) operating activities	528,383		(75,106)
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:

Sales							Sales	1,218		—
Maturities, prepayments and calls	Maturities, prepayments and calls	147,906		72,360			Maturities, prepayments and calls	126,349		147,906
Purchases	Purchases	(354,762)		(59,984)			Purchases	(243,209)		(354,762)
Net change in loans	Net change in loans	(4,146)		(196,303)			Net change in loans	(1,029,702)		(95,938)
Sales (purchases) of FHLB stock		1,821		(1,176)
Net change in commercial loans held for sale							Net change in commercial loans held for sale	39,300		91,792
Sales of FHLB stock							Sales of FHLB stock	—		2,346
Purchases of FHLB stock							Purchases of FHLB stock	(2,364)		(525)

Purchases of premises and equipment	Purchases of premises and equipment	(1,168)		(4,827)			Purchases of premises and equipment	(3,224)		(1,168)

Proceeds from the sale of premises and equipment							Proceeds from the sale of premises and equipment	875		—
Proceeds from the sale of other real estate owned	Proceeds from the sale of other real estate owned	4,661		4,150			Proceeds from the sale of other real estate owned	418		4,661

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)			Net cash used in investing activities	(1,110,339)		(205,688)
Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Net increase in demand deposits		900,733		891,237
Net decrease in time deposits		(154,814)		(82,909)
Net increase in securities sold under agreements to repurchase		857		5,795
Net (decrease) increase in demand deposits							Net (decrease) increase in demand deposits	(334,155)		900,733
Net increase (decrease) in time deposits							Net increase (decrease) in time deposits	46,677		(154,814)
Net (decrease) increase in securities sold under agreements to repurchase							Net (decrease) increase in securities sold under agreements to repurchase	(9,010)		857

Payment of subordinated debt		(40,000)		0

Accretion of subordinated debt fair value premium and amortization of issuance costs, net		(176)		0
(Payments on) proceeds from other borrowings		(15,000)		15,000
Payments on subordinated debt							Payments on subordinated debt	—		(40,000)

Amortization of issuance costs and (accretion) of subordinated debt fair value premium, net							Amortization of issuance costs and (accretion) of subordinated debt fair value premium, net	193		(176)
Payments on other borrowings							Payments on other borrowings	—		(15,000)
Share based compensation withholding payments	Share based compensation withholding payments	(1,940)		(1,162)			Share based compensation withholding payments	(2,146)		(1,940)
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	687		833
Repurchase of common stock							Repurchase of common stock	(32,743)		—
Dividends paid	Dividends paid	(10,492)		(5,751)			Dividends paid	(12,418)		(10,492)
Noncontrolling interest distribution	Noncontrolling interest distribution	(8)		0			Noncontrolling interest distribution	(8)		(8)
Net cash provided by financing activities		679,993		822,656
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(342,923)		679,993
Net change in cash and cash equivalents	Net change in cash and cash equivalents	399,199		484,911			Net change in cash and cash equivalents	(924,879)		399,199
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	1,797,740		1,317,898
Cash and cash equivalents at end of the period	Cash and cash equivalents at end of the period	$	1,717,097	$	717,592		Cash and cash equivalents at end of the period	$	872,861	$	1,717,097
Supplemental cash flow information:	Supplemental cash flow information:						Supplemental cash flow information:
Interest paid	Interest paid	$	24,611	$	23,081		Interest paid	$	15,638	$	24,611
Taxes paid	Taxes paid	45,335		1,590			Taxes paid	726		45,335
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	$	4,596	$	1,006		Transfers from loans to other real estate owned	$	563	$	4,596

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	533		0			Loans provided for sales of other real estate owned	—		533
Transfers from loans to loans held for sale	Transfers from loans to loans held for sale	3,709		6,317			Transfers from loans to loans held for sale	20,016		3,709
Transfers from loans held for sale to loans	Transfers from loans held for sale to loans	29,322		14,358			Transfers from loans held for sale to loans	14,179		29,322

Stock consideration paid in business combination		0		35,041

Trade date payable - securities	Trade date payable - securities	41,722		5,431			Trade date payable - securities	—		41,722

Dividends declared not paid on restricted stock units	Dividends declared not paid on restricted stock units	128		77			Dividends declared not paid on restricted stock units	118		128

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	670		806			Right-of-use assets obtained in exchange for operating lease liabilities	2,317		670

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,~~subsidiaries, FirstBank (the "Bank"). and FirstBank Risk Management, Inc. As of June 30, ~~2021,~~2022, the Bank had 81 full-service branches throughout Tennessee, 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~~U.S. 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~~financial statements and the reported results of operations for the reporting periods ~~then ended.~~and the related disclosures. Although management's estimates contemplate current conditions and how they are expected to change in the future, it is reasonably possible that actual conditions could vary from those anticipated, which could affect the Company's financial condition and results of operations. 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 June 30, 2021, the Company continues to qualify as an emerging growth company as defined by the "Jumpstart Our Business Startups Act," however beginning 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,” 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 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 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 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

~~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.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

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


		Three Months Ended June 30,			Six Months Ended June 30,						Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020		2021		2020					2022		2021		2022		2021
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		$	43,294	$	22,873	$	96,168	$	23,618		Net income applicable to FB Financial Corporation		$	19,345	$	43,294	$	54,581	$	96,168
Dividends paid on and undistributed earnings allocated to participating securities	Dividends paid on and undistributed earnings allocated to participating securities		0		0		0		0			Dividends paid on and undistributed earnings allocated to participating securities		—		—		—		—
Earnings available to common shareholders	Earnings available to common shareholders		$	43,294	$	22,873	$	96,168	$	23,618		Earnings available to common shareholders		$	19,345	$	43,294	$	54,581	$	96,168
Weighted average basic shares outstanding	Weighted average basic shares outstanding		47,351,969		32,094,274		47,312,312		$	31,676,004		Weighted average basic shares outstanding		47,111,055		47,351,969		47,320,784		47,312,312
Basic earnings per common share	Basic earnings per common share		$	0.91	$	0.71	$	2.03	$	0.75		Basic earnings per common share		$	0.41	$	0.91	$	1.15	$	2.03
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		$	43,294	$	22,873	$	96,168	$	23,618		Earnings available to common shareholders		$	19,345	$	43,294	$	54,581	$	96,168
Weighted average basic shares outstanding	Weighted average basic shares outstanding		47,351,969		32,094,274		47,312,312		31,676,004			Weighted average basic shares outstanding		47,111,055		47,351,969		47,320,784		47,312,312
Weighted average diluted shares contingently issuable(1)	Weighted average diluted shares contingently issuable(1)		641,804		412,143		664,221		433,190			Weighted average diluted shares contingently issuable(1)		100,595		641,804		145,507		664,221
Weighted average diluted shares outstanding	Weighted average diluted shares outstanding		47,993,773		32,506,417		47,976,533		32,109,194			Weighted average diluted shares outstanding		47,211,650		47,993,773		47,466,291		47,976,533
Diluted earnings per common share	Diluted earnings per common share		$	0.90	$	0.70	$	2.00	$	0.74		Diluted earnings per common share		$	0.41	$	0.90	$	1.15	$	2.00

(1)Excludes ~~164,472~~202,661 and ~~250,776~~10,678 restricted stock units outstanding considered to be antidilutive for the three and six months ended June 30, ~~2021, respectively~~2022 and ~~352,888~~164,472 and 250,776 restricted stock units outstanding considered to be antidilutive for three and six months ended June 30, ~~2020.~~2021.

Recently adopted accounting policies:

The Company did not modify or adopt any new accounting policies during the three and six months ended June 30, ~~2021~~2022 that were not disclosed in the Company's ~~2020~~2021 audited consolidated financial statements included on Form 10-K, other than as described below.

As previously disclosed, during the three months ended March 31, ~~2021,~~2022, 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 footprintadded to the ~~Banking segment. See~~existing accounting policy related to derivative financial instruments and hedging activities as described in Note ~~12, "Segment reporting" for additional information~~1 of the Company's 2021 Annual Report on ~~this change.~~Form 10-K in accordance with ASC 815, "Derivatives and Hedging," as a result of entering into designated fair value hedges during the period.The Company enters into fair value hedge relationships to mitigate the effect of changing interest rates on the fair values of fixed rate securities and loans. The gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item.

Recently adopted accounting standards:

~~Except as set forth below, the~~The Company did not adopt any new accounting standards that were not disclosed in the Company's ~~2020~~2021 audited consolidated financial statements included on Form 10-K.

In January 2021, Financial Accounting Standards Board 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:

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ~~Company has reviewed newly issued not yet effective accounting standards~~FASB is issuing this update to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, to amend a related illustrative example, and ~~concluded as of June 30, 2021, there are none~~to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are ~~likely~~measured at fair value in accordance with Topic 820. The ASU becomes effective January 1, 2024 and the Company is evaluating the potential impact of this standard on its consolidated financial statements and related disclosures.

In March 2022, the FASB issued ASU 2022-01, "Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method", to expand the current single-layer method of electing hedge accounting to allow multiple hedged layers of a single closed portfolio under the method. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of ASU No. 2022-01 for any entity that has adopted the amendments in ASU No.2017-12 for the corresponding period. Adoption of this update will not have an impact on the Company's consolidated financial statements or related disclosures.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

Additionally, in March 2022, the FASB issued ASU 2022-02, "'Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" related to troubled debt restructurings and vintage disclosures for financing receivables. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan modifications and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect that ASU 2022-02 will have on its consolidated financial statements and related disclosures.

~~Note (2)—Mergers~~In March 2022, the SEC released SAB 121 to add interpretive guidance for entities to consider when they have obligations to safeguard crypto-assets held for clients. The new guidance requires reporting entities who allow clients to transact in crypto-assets and ~~acquisitions:~~

act as a custodian to record a liability with a corresponding asset regardless of whether they control the crypto-asset. The ~~following mergers~~crypto-asset will need to be marked at fair value for each reporting period. The new guidance requires disclosures in the footnotes to address the amount of crypto-assets reported, and ~~acquisitions were accounted for pursuant to Accounting Standards Codification 805, "Business Combinations". Accordingly,~~ the ~~purchase price~~safeguarding and recordkeeping of ~~each acquisition was allocated~~the assets. The guidance in this update requires that reporting companies implement SAB 121 no later than the financial statements covering the first interim or annual period ending after June 15, 2022, with retrospective application back to the ~~acquired assets~~beginning of the fiscal year. During the three months ended March 31, 2022, the Company became a founding member of the USDF Consortium ("the Consortium"), which plans to utilize blockchain and ~~liabilities assumed~~bank-issued digital dollars technology to streamline peer-to-peer financial transactions. While the Company does not currently hold or facilitate transactions with crypto-assets, the Company is evaluating the potential future financial statement and disclosure impact from adopting this guidance when it becomes applicable based on ~~estimated fair values~~the Company's crypto-asset activities.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 is intended to provide relief for companies preparing for discontinuation of interest rates based on LIBOR. The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or other reference rates expected to be discontinued. ASU 2020-04 also provides for a onetime sale and/or transfer to AFS or trading to be made for HTM debt securities that both reference an eligible reference rate and were classified as HTM before January 1, 2020. ASU 2020-04 was effective for all entities as of March 12, 2020 and through December 31, 2022. Companies can apply the ASU as of the ~~respective acquisition dates. The excess~~beginning of the ~~purchase price over~~interim period that includes March 12, 2020 or any date thereafter. The guidance requires companies to apply the ~~net assets acquired was recorded as goodwill.~~

~~Franklin Financial Network, Inc. merger~~

~~Effective August 15, 2020,~~guidance prospectively to contract modifications and hedging relationships while 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 Companyone-time election to sell and/or transfer debt securities classified as ~~held for sale. Franklin common shareholders received 15,058,181 shares~~HTM may be made any time after March 12, 2020.

Our LIBOR Transition Committee was established to transition from LIBOR to alternative rates and has continued its efforts consistent with industry timelines. As part of these efforts, during the ~~Company's common stock, net~~fourth quarter of ~~the equivalent value~~2021, we ceased utilization of ~~44,311 shares withheld on certain Franklin employee equity awards that vested upon change~~LIBOR as an index 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. 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.

~~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.

~~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

~~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 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 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. 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 delinquentnewly originated loans or loans that ~~Farmers National had classified as nonaccrual~~are refinanced. Additionally, we identified existing products that utilize LIBOR and are reviewing contractual language to facilitate the transition to alternative reference rates. ASU 2020-04 and ASU 2021-01 are not expected to have a material impact on our consolidated financial statements.

Subsequent events

The Company has evaluated, for consideration of recognition or ~~troubled debt restructuring~~disclosure, subsequent events that occurred through the date of issuance of these financial statements. The Company has determined that there were no subsequent events that occurred after June 30, 2022, but 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~~issuance of these financial statements that would have ~~not experienced more-than-insignificant credit deterioration since origination are initially recognized at~~a material impact on 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~~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 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.statements.

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

1512

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

Note ~~(3)~~(2)—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 June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		June 30, 2021											June 30, 2022
		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	U.S. government agency securities	$	45,154	$	4	$	(3,099)	$	—	$	42,059
Mortgage-backed securities - residential	Mortgage-backed securities - residential	1,031,233		9,507		(5,737)		0		1,035,003		Mortgage-backed securities - residential	1,297,033		325		(132,426)		—		1,164,932
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	14,715		446		0		0		15,161		Mortgage-backed securities - commercial	21,539		—		(871)		—		20,668
Municipal securities	Municipal securities	314,862		18,088		(67)		0		332,883		Municipal securities	301,175		810		(28,821)		—		273,164
U.S. Treasury securities	U.S. Treasury securities	10,486		48		0		0		10,534		U.S. Treasury securities	112,844		—		(3,051)		—		109,793
Corporate securities	Corporate securities	2,500		42		(6)		0		2,536		Corporate securities	8,006		—		(381)		—		7,625
Total	Total	$	1,382,051	$	28,132	$	(5,811)	$	0	$	1,404,372	Total	$	1,785,751	$	1,139	$	(168,649)	$	—	$	1,618,241


		December 31, 2020											December 31, 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	$	2,000	$	3	$	0	$	0	$	2,003	U.S. government agency securities	$	34,023	$	18	$	(171)	$	—	$	33,870
Mortgage-backed securities - residential	Mortgage-backed securities - residential	760,099		14,040		(803)		0		773,336		Mortgage-backed securities - residential	1,281,285		6,072		(17,985)		—		1,269,372
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	20,226		1,362		0		0		21,588		Mortgage-backed securities - commercial	15,024		272		(46)		—		15,250
Municipal securities	Municipal securities	336,543		19,806		(20)		0		356,329		Municipal securities	322,052		16,718		(160)		—		338,610
U.S. Treasury securities	U.S. Treasury securities	16,480		148		0		0		16,628		U.S. Treasury securities	14,914		—		(6)		—		14,908
Corporate securities	Corporate securities	2,500		17		(1)		0		2,516		Corporate securities	6,500		40		(25)		—		6,515
Total	Total	$	1,137,848	$	35,376	$	(824)	$	0	$	1,172,400	Total	$	1,673,798	$	23,120	$	(18,393)	$	—	$	1,678,525

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 June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, total accrued interest receivable on debt securities was ~~$4,630~~$5,662 and ~~$4,540,~~$5,051, respectively.

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~$4,803~~$3,103 and ~~$4,591,~~$3,367, in marketable equity securities recorded at fair value, respectively.

Securities pledged at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 had carrying amounts of ~~$998,047~~$1,312,460 and ~~$804,821,~~$1,226,646, 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,~~sponsored enterprises, in an amount greater than 10% of shareholders' equity during any period presented.

Investment securities transactions are recorded as of the trade date. At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were 0no trade date receivables or payables 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~~or purchases settled after period end.

1613

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 June 30, ~~2021~~2022 and December 31, ~~2020~~2021 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.


		June 30,				December 31,					June 30,				December 31,
		2021				2020					2022				2021
		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	$	18,861	$	18,971	$	35,486	$	35,662	Due in one year or less	$	3,078	$	3,077	$	21,851	$	21,884
Due in one to five years	Due in one to five years	21,955		22,387		24,278		24,684		Due in one to five years	157,083		152,339		54,847		55,307
Due in five to ten years	Due in five to ten years	44,248		45,746		40,038		41,332		Due in five to ten years	58,406		55,967		45,714		46,975
Due in over ten years	Due in over ten years	251,039		267,104		257,721		275,798		Due in over ten years	248,612		221,258		255,077		269,737
		336,103		354,208		357,523		377,476			467,179		432,641		377,489		393,903
Mortgage-backed securities - residential	Mortgage-backed securities - residential	1,031,233		1,035,003		760,099		773,336		Mortgage-backed securities - residential	1,297,033		1,164,932		1,281,285		1,269,372
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	14,715		15,161		20,226		21,588		Mortgage-backed securities - commercial	21,539		20,668		15,024		15,250
Total debt securities	Total debt securities	$	1,382,051	$	1,404,372	$	1,137,848	$	1,172,400	Total debt securities	$	1,785,751	$	1,618,241	$	1,673,798	$	1,678,525

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


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020				2022		2021		2022		2021
Proceeds from sales	Proceeds from sales	$	0	$	0	$	0	$	0		Proceeds from sales	$	1,218	$	—	$	1,218	$	—
Proceeds from maturities, prepayments and calls	Proceeds from maturities, prepayments and calls	86,866		44,703		147,906		72,360			Proceeds from maturities, prepayments and calls	126,349		86,866		126,349		147,906
Gross realized gains	Gross realized gains	8		0		15		0			Gross realized gains	1		8		3		15
Gross realized losses	Gross realized losses	0		0		0		0			Gross realized losses	—		—		—		—

Additionally, ~~net unrealized gains on~~the change in the fair value of equity securities and sale of equity securities resulted in a net loss of $110 and a net gain of $136 ~~and $212 were recognized in~~for the three months ended June 30, 2022 and 2021, respectively, and in a net loss of $264 and a net gain of $212 for the six months ended June 30, 2022 and 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 0tnot been recorded at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

June 30, 2021
Less than 12 months 12 months or more Total
Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss
U.S. government agency securities $ 1,250 $ (1) $ 0 $ 0 $ 1,250 $ (1)
Mortgage-backed securities - residential 449,834 (5,737) 0 0 449,834 (5,737)
Municipal securities 7,979 (67) 0 0 7,979 (67)
Corporate securities 494 (6) 0 0 494 (6)
Total $ 459,557 $ (5,811) $ 0 $ 0 $ 459,557 $ (5,811)


	June 30, 2022
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. government agency securities	$	41,061	$	(3,099)	$	—	$	—	$	41,061	$	(3,099)
Mortgage-backed securities - residential	928,511		(101,181)		191,387		(31,245)		1,119,898		(132,426)
Mortgage-backed securities - commercial	20,668		(871)		—		—		20,668		(871)
Municipal securities	216,587		(28,536)		939		(285)		217,526		(28,821)
U.S. Treasury securities	108,125		(3,051)		—		—		108,125		(3,051)
Corporate securities	7,743		(381)		—		—		7,743		(381)
Total	$	1,322,695	$	(137,119)	$	192,326	$	(31,530)	$	1,515,021	$	(168,649)

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 June 30, 2021 and December 31, 2020, the Company’s securities portfolio consisted of 508 and 514 securities, 32 and 16 of which were in an unrealized loss position, respectively.~~

1714

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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


	December 31, 2021
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized loss
U.S. government agency securities	$	18,360	$	(171)	$	—	$	—	$	18,360	$	(171)
Mortgage-backed securities - residential	$	871,368	$	(14,295)	$	102,799	$	(3,690)	$	974,167	$	(17,985)
Mortgage-backed securities - commercial	7,946		(46)		—		—		7,946		(46)
Municipal securities	11,414		(160)		—		—		11,414		(160)
U.S. Treasury securities	14,908		(6)		—		—		14,908		(6)
Corporate securities	4,119		(25)		—		—		4,119		(25)
Total	$	928,115	$	(14,703)	$	102,799	$	(3,690)	$	1,030,914	$	(18,393)

As of June 30, 2022 and December 31, 2021, the Company’s securities portfolio consisted of 509 and ~~2020,~~511 securities, 416 and 80 of which were in an unrealized loss position, respectively.

During the ~~Company evaluated~~three months ended June 30, 2022, the Company's available-for-sale debt securities ~~with~~portfolio unrealized ~~losses for expected credit~~value declined $66,577 to an unrealized loss ~~and recorded 0 allowance for credit~~position of $167,510 as of June 30, 2022 from an unrealized loss position of $100,933 as of March 31, 2022. During the six months ended June 30, 2022, the Company's available-for-sale debt securities portfolio unrealized value declined $172,237 from an unrealized gain position of $4,727 as of December 31, 2021.

During the three months ended June 30, 2021, the Company's available-for-sale debt securities portfolio unrealized value increased $3,076 to an unrealized gain position of $22,321 as of June 30, 2021 from an unrealized gain position of $19,245 as of March 31, 2021. During the six months ended June 30, 2021, the Company's available-for-sale debt securities portfolio unrealized value declined $12,231 from an unrealized gain position of $34,552 as of December 31, 2020.

The majority of the investment portfolio was either government guaranteed or an issuance of a government sponsored entity ~~was~~or highly rated by major credit rating agencies and ~~have a long history of zero losses.~~the Company has historically not recorded any losses associated with these investments. As such, 0as of June 30, 2022 and December 31, 2021, it was 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 ~~was recorded~~recognized on available-for-sale debt securities during the three and six months ended June 30, ~~2021 and 2020.~~2022 or 2021.

Note ~~(4)~~(3)—Loans and allowance for credit losses:

Loans outstanding atas of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, by class of financing receivable are as follows:


		June 30,		December 31,			June 30,		December 31,
		2021		2020			2022		2021
Commercial and industrial (1)	Commercial and industrial (1)	$	1,238,940	$	1,346,122	Commercial and industrial (1)	$	1,479,424	$	1,290,565
Construction	Construction	1,145,165		1,222,220		Construction	1,575,331		1,327,659
Residential real estate:	Residential real estate:					Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	1,126,623		1,089,270		1-to-4 family mortgage	1,457,452		1,270,467
Residential line of credit	Residential line of credit	401,343		408,211		Residential line of credit	425,485		383,039
Multi-family mortgage	Multi-family mortgage	363,600		175,676		Multi-family mortgage	391,970		326,551
Commercial real estate:	Commercial real estate:					Commercial real estate:
Owner occupied	Owner occupied	923,605		924,841		Owner occupied	1,053,872		951,582
Non-owner occupied	Non-owner occupied	1,675,214		1,598,979		Non-owner occupied	1,885,122		1,730,165
Consumer and other	Consumer and other	324,464		317,640		Consumer and other	355,681		324,634
Gross loans	Gross loans	7,198,954		7,082,959		Gross loans	8,624,337		7,604,662
Less: Allowance for credit losses	Less: Allowance for credit losses	(144,663)		(170,389)		Less: Allowance for credit losses	(126,272)		(125,559)
Net loans	Net loans	$	7,054,291	$	6,912,570	Net loans	$	8,498,065	$	7,479,103

(1)Includes ~~$57,406~~$1,289 and ~~$212,645~~$3,990 of loans originated as part of the Paycheck Protection Program as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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.

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~~2022 and December 31, ~~2020, $1,256,344~~2021, $980,762 and ~~$1,248,857,~~$1,136,294, respectively, of qualifying residential mortgage loans (including loans held for sale) ~~$1,542,531~~ and ~~$1,532,749,~~$1,570,759 and $1,581,673, 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 June 30, ~~2021~~2022 and December 31, ~~2020, $2,290,661~~2021, qualifying loans of $2,892,283 and ~~$2,463,281,~~$2,440,097, 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~~sheets exclude accrued interest receivable as the Company ~~elected to present~~presents accrued interest receivable separately on the balance sheet. As of June 30, ~~2021~~2022 and December 31, ~~2020, total~~2021, accrued interest receivable on loans held for investment was ~~$35,892~~$33,209 and ~~$38,316,~~$31,676, respectively.

Allowance for Credit Losses

The Company ~~estimated the allowance for credit losses under a current~~calculates its expected credit loss ~~model as of June 30, 2021 and December 31, 2020.~~using a lifetime loss rate methodology. 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

~~FB Financial Corporation and subsidiaries~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

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

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.~~loans with other unique risk characteristics. 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 and TDRs use the same ~~methodology as TDRs.~~methodology. 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 Company performed qualitative evaluations 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. 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 both March 31, 2021 and December 31, 2020.

1916

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

The Company performed qualitative evaluations within the Company's established qualitative framework, weighting the impact of the current economic outlook (including uncertainty due to inflation, negative economic forecasts, predicted Federal Reserve rate increases) status of federal government stimulus programs, and other considerations. The increase in estimated required reserve during the three and six months ended June 30, 2022 was a result of increased loan growth and a tightening monetary policy environment both of which were incorporated into the Company's reasonable and supportable forecasts when compared to June 30, 2022 and December 31, 2021. Qualitative adjustments included projected slower GDP growth over the next two to three fiscal years, expected elevated unemployment levels, and expected interest rate increases in the short-term from Federal Reserve. The qualitative evaluations above include weighted projections that the economy may be nearing a recession. These considerations were slightly offset as the Company removed the impact of COVID troubled industries from its calculation.

The following tables provide the changes in the allowance for credit losses by class of financing receivable for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~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
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


	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, 2022
Beginning balance - March 31, 2022	$	12,699	$	31,782	$	21,024	$	6,545	$	6,398	$	8,416	$	21,290	$	11,895	$	120,049
Provision for credit losses	(783)		6,590		383		314		105		(1,102)		1,246		1,428		8,181
Recoveries of loans previously charged-off	26		11		14		16		—		15		—		348		430
Loans charged off	(1,751)		—		(23)		—		—		—		—		(614)		(2,388)


Ending balance - June 30, 2022	$	10,191	$	38,383	$	21,398	$	6,875	$	6,503	$	7,329	$	22,536	$	13,057	$	126,272
Six Months Ended June 30, 2022
Beginning balance - December 31, 2021	$	15,751	$	28,576	$	19,104	$	5,903	$	6,976	$	12,593	$	25,768	$	10,888	$	125,559


Provision for credit losses	(4,789)		9,796		2,291		955		(473)		(5,289)		(3,232)		2,793		2,052
Recoveries of loans previously charged-off	984		11		26		17		—		25		—		565		1,628
Loans charged off	(1,755)		—		(23)		—		—		—		—		(1,189)		(2,967)


Ending balance - June 30, 2022	$	10,191	$	38,383	$	21,398	$	6,875	$	6,503	$	7,329	$	22,536	$	13,057	$	126,272


	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 loan losses	(579)		(5,784)		75		(2,558)		1,818		972		(7,323)		494		(12,885)
Recoveries of loans previously charged-off	87		—		41		9		—		126		—		190		453
Loans charged off	(360)		—		(16)		(3)		—		—		—		(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		—		65		15		—		139		—		385		820
Loans charged off	(637)		(29)		(149)		(18)		—		—		—		(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

~~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 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
Loans, net of unearned
income

Individually evaluated for credit loss $ 15,159 $ 5,993 $ 894 $ 412 $ 0 $ 9,135 $ 7,207 $ 26 $ 38,826
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
46,821 42,107 86,983 16,233 9,579 91,938 299,846 12,957 606,464
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

2217

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

Credit Quality - Commercial Loans

The Company categorizes ~~loans~~commercial loan types 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 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 commercial 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.

2318

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

During the six months ended June 30, 2022, the Company revised the presentation of the below credit quality vintage tables without change to accounting or credit policies. The updated presentation disaggregates between commercial and consumer loan types with consumer loans reported as either performing or nonperforming based on their delinquency and accrual status. As such, the tables presented below as of December 31, 2021 have been revised to align with current period presentation.

The following tables present the credit quality of our commercial loan portfolio by year of origination as of June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. 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 June 30, 2021
As of June 30, 2022																		As of June 30, 2022
		Term Loans																	Commercial 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			2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial and industrial	Commercial and industrial																	Commercial and industrial
Pass	Pass	$	93,229	$	160,243	$	162,002	$	63,799	$	48,206	$	66,856	$	584,470	$	1,178,805	Pass	$	172,954	$	258,774	$	81,540	$	108,279	$	45,779	$	69,018	$	713,271	$	1,449,615
Special Mention	Special Mention	27		278		423		20		468		3,118		15,920		20,254		Special Mention	27		48		—		949		617		1		2,892		4,534
Classified	Classified	660		2,706		2,674		10,426		3,728		6,914		12,773		39,881		Classified	—		957		2,197		450		2,808		9,375		9,488		25,275

Total	Total	93,916		163,227		165,099		74,245		52,402		76,888		613,163		1,238,940		Total	172,981		259,779		83,737		109,678		49,204		78,394		725,651		1,479,424

Construction	Construction																	Construction
Pass	Pass	261,384		393,404		205,133		48,972		29,372		84,769		110,748		1,133,782		Pass	363,575		655,142		244,421		85,768		20,128		51,482		150,348		1,570,864
Special Mention	Special Mention	0		160		0		0		1,209		734		0		2,103		Special Mention	332		1,348		9		—		—		2,587		—		4,276
Classified	Classified	0		32		2,199		3,967		124		2,757		201		9,280		Classified	—		—		—		—		—		—		191		191

Total	Total	261,384		393,596		207,332		52,939		30,705		88,260		110,949		1,145,165		Total	363,907		656,490		244,430		85,768		20,128		54,069		150,539		1,575,331

Residential real estate:	Residential real estate:																	Residential real estate:
1-to-4 family mortgage
Pass		203,719		241,270		152,228		126,627		130,028		246,202		0		1,100,074
Special Mention		44		1,145		1,201		606		328		2,752		0		6,076
Classified		0		339		1,807		3,374		5,237		9,716		0		20,473

Total		203,763		242,754		155,236		130,607		135,593		258,670		0		1,126,623

Residential line of credit
Pass		0		0		0		0		0		0		396,297		396,297
Special Mention		0		0		0		0		0		0		344		344
Classified		0		0		0		0		0		0		4,702		4,702

Total		0		0		0		0		0		0		401,343		401,343

Multi-family mortgage	Multi-family mortgage																	Multi-family mortgage
Pass	Pass	143,092		31,127		74,713		7,370		39,365		57,426		10,454		363,547		Pass	65,674		171,158		33,338		72,098		4,245		37,339		6,911		390,763
Special Mention	Special Mention	0		0		0		0		0		0		0		0		Special Mention	—		—		—		—		—		—		—		—
Classified	Classified	0		0		0		0		0		53		0		53		Classified	—		—		—		—		—		1,207		—		1,207

Total	Total	143,092		31,127		74,713		7,370		39,365		57,479		10,454		363,600		Total	65,674		171,158		33,338		72,098		4,245		38,546		6,911		391,970

Commercial real estate:	Commercial real estate:																	Commercial real estate:
Owner occupied	Owner occupied																	Owner occupied
Pass	Pass	64,153		138,004		187,870		89,391		90,172		256,949		58,761		885,300		Pass	148,727		181,856		124,643		159,095		73,107		273,556		66,424		1,027,408
Special Mention	Special Mention	0		0		1,335		3,649		1,464		5,749		288		12,485		Special Mention	107		—		—		1,483		3,144		1,533		197		6,464
Classified	Classified	0		0		3,123		2,634		4,157		14,146		1,760		25,820		Classified	—		—		242		6,030		1,401		11,629		698		20,000

Total	Total	64,153		138,004		192,328		95,674		95,793		276,844		60,809		923,605		Total	148,834		181,856		124,885		166,608		77,652		286,718		67,319		1,053,872

Non-owner occupied	Non-owner occupied																	Non-owner occupied
Pass	Pass	226,622		162,080		166,597		300,073		202,577		505,746		54,947		1,618,642		Pass	297,437		431,172		133,593		162,956		258,273		530,258		54,403		1,868,092
Special Mention	Special Mention	0		0		0		3,500		0		8,278		0		11,778		Special Mention	—		—		—		—		241		551		—		792
Classified	Classified	0		0		4,136		24,616		1,542		14,455		45		44,794		Classified	—		—		—		582		3,402		12,254		—		16,238

Total	Total	226,622		162,080		170,733		328,189		204,119		528,479		54,992		1,675,214		Total	297,437		431,172		133,593		163,538		261,916		543,063		54,403		1,885,122

Total commercial loans																		Total commercial loans
Pass																		Pass	1,048,367		1,698,102		617,535		588,196		401,532		961,653		991,357		6,306,742
Special Mention																		Special Mention	466		1,396		9		2,432		4,002		4,672		3,089		16,066
Classified																		Classified	—		957		2,439		7,062		7,611		34,465		10,377		62,911

Total commercial loans																		Total commercial loans	$	1,048,833	$	1,700,455	$	619,983	$	597,690	$	413,145	$	1,000,790	$	1,004,823	$	6,385,719

~~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

2519

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
As of December 31, 2021																		As of December 31, 2021
		Term Loans																	Commercial Term Loans
		Amortized Cost Basis by Origination Year																	Amortized Cost Basis by Origination Year
		2020		2019		2018		2017		2016		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	$	339,074	$	185,636	$	70,549	$	59,917	$	37,573	$	42,685	$	540,960	$	1,276,394	Pass	$	273,232	$	95,279	$	140,938	$	52,162	$	33,997	$	57,020	$	596,667	$	1,249,295
Special Mention	Special Mention	231		824		561		445		915		2,580		24,826		30,382		Special Mention	79		9		949		632		3		1,519		12,367		15,558
Classified	Classified	2,501		2,688		11,227		4,425		6,582		1,277		10,646		39,346		Classified	918		2,391		2,376		3,089		3,370		6,425		7,143		25,712

Total	Total	341,806		189,148		82,337		64,787		45,070		46,542		576,432		1,346,122		Total	274,229		97,679		144,263		55,883		37,370		64,964		616,177		1,290,565

Construction	Construction																	Construction
Pass	Pass	461,715		390,443		86,490		52,942		40,907		62,890		112,004		1,207,391		Pass	677,258		280,828		135,768		23,916		15,313		67,818		117,176		1,318,077
Special Mention	Special Mention	469		1,485		2,197		1,221		729		13		0		6,114		Special Mention	62		184		—		—		1,208		1,384		—		2,838
Classified	Classified	573		1,755		3,178		141		0		3,068		0		8,715		Classified	—		—		2,922		2,882		3		737		200		6,744

Total	Total	462,757		393,683		91,865		54,304		41,636		65,971		112,004		1,222,220		Total	677,320		281,012		138,690		26,798		16,524		69,939		117,376		1,327,659

Residential real estate:	Residential real estate:																	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	Multi-family mortgage																	Multi-family mortgage
Pass	Pass	29,006		13,446		11,843		46,561		28,330		35,339		11,094		175,619		Pass	166,576		32,242		64,345		7,124		5,602		38,526		10,891		325,306
Special Mention	Special Mention	0		0		0		0		0		0		0		0		Special Mention	—		—		—		—		—		—		—		—
Classified	Classified	0		0		0		0		0		57		0		57		Classified	—		—		—		—		—		1,245		—		1,245

Total	Total	29,006		13,446		11,843		46,561		28,330		35,396		11,094		175,676		Total	166,576		32,242		64,345		7,124		5,602		39,771		10,891		326,551

Commercial real estate:	Commercial real estate:																	Commercial real estate:
Owner occupied	Owner occupied																	Owner occupied
Pass	Pass	140,904		179,500		97,577		94,659		76,539		224,108		53,451		866,738		Pass	170,773		131,471		174,257		83,698		69,939		236,998		57,123		924,259
Special Mention	Special Mention	967		1,356		4,251		16,173		6,101		2,466		230		31,544		Special Mention	—		—		1,502		3,541		885		2,555		213		8,696
Classified	Classified	44		1,785		2,423		6,074		274		11,226		4,733		26,559		Classified	—		—		3,102		768		3,295		9,616		1,846		18,627

Total	Total	141,915		182,641		104,251		116,906		82,914		237,800		58,414		924,841		Total	170,773		131,471		178,861		88,007		74,119		249,169		59,182		951,582

Non-owner occupied	Non-owner occupied																	Non-owner occupied
Pass	Pass	166,962		229,442		342,640		221,149		290,163		272,184		38,820		1,561,360		Pass	462,478		154,048		165,917		264,855		170,602		414,859		46,541		1,679,300
Special Mention	Special Mention	0		1,500		6,672		0		207		8,445		0		16,824		Special Mention	—		—		3,747		3,388		—		969		—		8,104
Classified	Classified	0		2,210		1,502		0		0		17,083		0		20,795		Classified	—		—		1,898		23,849		1,506		15,508		—		42,761

Total	Total	166,962		233,152		350,814		221,149		290,370		297,712		38,820		1,598,979		Total	462,478		154,048		171,562		292,092		172,108		431,336		46,541		1,730,165

Consumer and other loans

Total commercial loans																		Total commercial loans
Pass	Pass	89,625		52,839		39,725		27,201		43,503		37,673		14,817		305,383		Pass	1,750,317		693,868		681,225		431,755		295,453		815,221		828,398		5,496,237
Special Mention	Special Mention	281		797		1,588		468		526		1,364		11		5,035		Special Mention	141		193		6,198		7,561		2,096		6,427		12,580		35,196
Classified	Classified	151		565		1,434		1,161		935		2,308		668		7,222		Classified	918		2,391		10,298		30,588		8,174		33,531		9,189		95,089

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

Total commercial loans																		Total commercial loans	$	1,751,376	$	696,452	$	697,721	$	469,904	$	305,723	$	855,179	$	850,167	$	5,626,522

2620

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
Credit Quality - Consumer Loans

For consumer and residential loan classes, the company primarily evaluates credit quality based on delinquency and accrual status of the loan, credit documentation and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality.

The following tables present the credit quality by classification (performing or nonperforming) of our consumer loan portfolio by year of origination as of June 30, 2022 and December 31, 2021. 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 June 30, 2022
	Consumer Term Loans
	Amortized Cost Basis by Origination Year
	2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Total





Residential real estate:
1-to-4 family mortgage
Performing	360,922		471,972		171,459		102,401		81,481		253,220		—		1,441,455
Nonperforming	—		3,019		3,699		1,353		1,368		6,558		—		15,997
Total	360,922		474,991		175,158		103,754		82,849		259,778		—		1,457,452

Residential line of credit
Performing	—		—		—		—		—		—		423,980		423,980
Nonperforming	—		—		—		—		—		—		1,505		1,505
Total	—		—		—		—		—		—		425,485		425,485

Consumer and other
Performing	72,176		65,356		47,669		34,779		29,873		90,011		10,104		349,968
Nonperforming	—		347		991		641		1,421		2,313		—		5,713
Total	72,176		65,703		48,660		35,420		31,294		92,324		10,104		355,681

Total consumer loans
Performing	433,098		537,328		219,128		137,180		111,354		343,231		434,084		2,215,403
Nonperforming	—		3,366		4,690		1,994		2,789		8,871		1,505		23,215
Total consumer loans	$	433,098	$	540,694	$	223,818	$	139,174	$	114,143	$	352,102	$	435,589	$	2,238,618

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, 2021
	Consumer Term Loans
	Amortized Cost Basis by Origination Year
	2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Total





Residential real estate:
1-to-4 family mortgage
Performing	521,533		204,690		121,775		100,164		109,087		199,262		—		1,256,511
Nonperforming	1,232		3,734		977		2,429		1,765		3,819		—		13,956
Total	522,765		208,424		122,752		102,593		110,852		203,081		—		1,270,467

Residential line of credit
Performing	—		—		—		—		—		—		381,303		381,303
Nonperforming	—		—		—		—		—		—		1,736		1,736
Total	—		—		—		—		—		—		383,039		383,039

Consumer and other
Performing	82,910		55,123		38,281		32,893		21,856		74,248		14,478		319,789
Nonperforming	199		345		545		1,352		861		1,496		47		4,845
Total	83,109		55,468		38,826		34,245		22,717		75,744		14,525		324,634

Total consumer loans
Performing	604,443		259,813		160,056		133,057		130,943		273,510		395,781		1,957,603
Nonperforming	1,431		4,079		1,522		3,781		2,626		5,315		1,783		20,537
Total consumer loans	$	605,874	$	263,892	$	161,578	$	136,838	$	133,569	$	278,825	$	397,564	$	1,978,140

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 represent an analysis of the aging by class of financing receivable as of June 30, ~~2021~~2022 and December 31, ~~2020:~~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
June 30, 2022												June 30, 2022	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	$	757	$	104	$	15,538	$	1,222,541	$	1,238,940	Commercial and industrial	$	1,929	$	55	$	3,414	$	1,474,026	$	1,479,424
Construction	Construction	1,023		487		5,303		1,138,352		1,145,165		Construction	2,654		2,675		—		1,570,002		1,575,331
Residential real estate:	Residential real estate:											Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	3,753		8,002		5,094		1,109,774		1,126,623		1-to-4 family mortgage	13,989		9,675		6,322		1,427,466		1,457,452
Residential line of credit	Residential line of credit	716		48		1,189		399,390		401,343		Residential line of credit	912		48		1,457		423,068		425,485
Multi-family mortgage	Multi-family mortgage	0		0		53		363,547		363,600		Multi-family mortgage	—		329		46		391,595		391,970
Commercial real estate:	Commercial real estate:											Commercial real estate:
Owner occupied	Owner occupied	1,100		0		8,074		914,431		923,605		Owner occupied	323		707		6,416		1,046,426		1,053,872
Non-owner occupied	Non-owner occupied	737		0		12,016		1,662,461		1,675,214		Non-owner occupied	282		—		7,263		1,877,577		1,885,122
Consumer and other	Consumer and other	2,660		457		3,162		318,185		324,464		Consumer and other	8,397		1,096		4,617		341,571		355,681
Total	Total	$	10,746	$	9,098	$	50,429	$	7,128,681	$	7,198,954	Total	$	28,486	$	14,585	$	29,535	$	8,551,731	$	8,624,337

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

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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


December 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
Commercial and industrial	$	1,030	$	63	$	1,520	$	1,287,952	$	1,290,565
Construction	4,852		718		3,622		1,318,467		1,327,659
Residential real estate:
1-to-4 family mortgage	11,007		9,363		4,593		1,245,504		1,270,467
Residential line of credit	319		—		1,736		380,984		383,039
Multi-family mortgage	—		—		49		326,502		326,551
Commercial real estate:
Owner occupied	1,417		—		6,710		943,455		951,582
Non-owner occupied	427		—		14,084		1,715,654		1,730,165
Consumer and other	7,398		1,591		3,254		312,391		324,634
Total	$	26,450	$	11,735	$	35,568	$	7,530,909	$	7,604,662

The following tables provide the amortized cost basis of loans on non-accrual status, as well as any related allowance as of June 30, 2022 and December 31, 2021 by class of financing receivable.



June 30, 2022	Non-accrual with no related allowance		Non-accrual with related allowance		Related allowance
Commercial and industrial	$	2,829	$	585	$	4

Residential real estate:
1-to-4 family mortgage	2,672		3,650		67
Residential line of credit	1,086		371		6
Multi-family mortgage	—		46		1
Commercial real estate:
Owner occupied	3,933		2,483		48
Non-owner occupied	6,854		409		33
Consumer and other	—		4,617		233
Total	$	17,374	$	12,161	$	392


December 31, 2021	Non-accrual with no related allowance		Non-accrual with related allowance		Related allowance

Commercial and industrial	$	1,085	$	435	$	6
Construction	2,882		740		99
Residential real estate:
1-to-4 family mortgage	378		4,215		60
Residential line of credit	797		939		11
Multi-family mortgage	—		49		2
Commercial real estate:
Owner occupied	5,346		1,364		206
Non-owner occupied	13,898		186		7
Consumer and other	—		3,254		164
Total	$	24,386	$	11,182	$	555

2723

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 June 30, 2021 and December 31, 2020 by class of financing receivable.~~

June 30, 2021 Non-accrual
with no
related
allowance Non-accrual
with
related
allowance Related
allowance
Commercial and industrial $ 14,401 $ 1,137 $ 119
Construction 4,254 1,049 151
Residential real estate:
1-to-4 family mortgage 1,493 3,601 91
Residential line of credit 830 359 8
Multi-family mortgage 0 53 8
Commercial real estate:
Owner occupied 7,412 662 43
Non-owner occupied 6,418 5,598 736
Consumer and other 0 3,162 162
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 ~~during~~for the three ~~and six~~ months ended June 30, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Commercial and industrial	Commercial and industrial	$	219	$	17	$	333	$	169	Commercial and industrial	$	83	$	219	$	137	$	333
Construction	Construction	16		6		30		33		Construction	7		16		26		30
Residential real estate:	Residential real estate:									Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	67		6		85		13		1-to-4 family mortgage	55		67		107		85
Residential line of credit	Residential line of credit	27		0		45		1		Residential line of credit	21		27		61		45
Multi-family mortgage	Multi-family mortgage	1		0		2		0		Multi-family mortgage	2		1		2		2
Commercial real estate:	Commercial real estate:									Commercial real estate:
Owner occupied	Owner occupied	101		43		232		64		Owner occupied	63		101		88		232
Non-owner occupied	Non-owner occupied	141		109		230		128		Non-owner occupied	76		141		146		230
Consumer and other	Consumer and other	55		24		55		24		Consumer and other	54		55		69		55
Total	Total	$	627	$	205	$	1,012	$	432	Total	$	361	$	627	$	636	$	1,012

Accrued interest receivable written off as an adjustment to interest income amounted to ~~$132~~$123 and ~~$162~~$132 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$597~~$307 and ~~$282~~$597 for the six months ended June 30, 2022 and 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)~~

Troubled debt restructurings

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had a recorded investment in TDRs of ~~$42,678~~$17,054 and ~~$15,988,~~$32,435, 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, ~~$23,608~~$10,286 and ~~$8,279~~$11,084 were classified as non-accrual loans as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The Company has calculated ~~$1,285~~$78 and ~~$310~~$1,245 in allowances for credit losses on TDRs as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. ~~Unfunded~~There were no significant unfunded loan commitments ~~related to these loans totaled $6,153 as of June 30, 2021. There were 0 commitments~~ to extend ~~any~~ additional funds on troubled debt restructurings as of June 30, 2022 or December 31, ~~2020.~~2021.

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


Three Months Ended June 30, 2021		Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Three Months Ended June 30, 2022									Three Months Ended June 30, 2022	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Commercial and industrial	Commercial and industrial	4	$	13,055	$	13,055	$	0	Commercial and industrial	1	$	55	$	55	$	—

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

Residential real estate:	Residential real estate:								Residential real estate:
1-to-4 family mortgage		2	811		811		0

Residential line of credit	Residential line of credit	1	11		11		0		Residential line of credit	1	49		49		—

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

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 5 $ 13,162 $ 13,162 $ 0
Commercial real estate:
Owner occupied 4 3,550 3,550 0
Non-owner occupied 1 11,997 11,997 0
Residential real estate:
1-to-4 family mortgage 2 811 811 0
Residential line of credit 1 11 11 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 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.


Six Months Ended June 30, 2022	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Commercial and industrial	1	$	55	$	55	$	—




Residential real estate:
1-to-4 family mortgage	1	80		80		—
Residential line of credit	1	49		49		—

Consumer and other	1	22		22		—
Total	4	$	206	$	206	$	—

2924

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 June 30, 2021	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves
Commercial and industrial	4	$	13,055	$	13,055	$	—

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

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


Total	11	$	17,427	$	17,427	$	—


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	5	$	13,162	$	13,162	$	—

Commercial real estate:
Owner occupied	4	3,550		3,550		—
Non-owner occupied	1	11,997		11,997		—
Residential real estate:
1-4 family mortgage	2	811		811		—
Residential line of credit	1	11		11		—
Total	13	$	29,531	$	29,531	$	—

Troubled debt restructurings for which there was a payment default within twelve months following the modification totaled $304 during the six months ended June 30, 2022. There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the three months ended June 30, 2022 nor the three and six months ended June 30, 2021. A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

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 June 30, ~~2021~~2022 and ~~2020~~2021 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.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

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~~tables present 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.


		June 30, 2021				June 30, 2022
		Type of Collateral					Type of Collateral
		Real Estate		Financial Assets and Equipment				Individually assessed allowance for credit loss			Real Estate		Financial Assets and Equipment		Total		Individually assessed allowance for credit loss
Commercial and industrial	Commercial and industrial	$	696	$	14,524			$	1	Commercial and industrial	$	1,396	$	2,235	$	3,631	$	—
Construction		5,993		0				131

Residential real estate:	Residential real estate:									Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	1,615		0				0		1-to-4 family mortgage	883		—		883		—
Residential line of credit	Residential line of credit	1,241		0				8		Residential line of credit	1,401		—		1,401		1

Commercial real estate:	Commercial real estate:									Commercial real estate:
Owner occupied	Owner occupied	10,045		0				23		Owner occupied	8,015		—		8,015		45
Non-owner occupied	Non-owner occupied	11,624		0				676		Non-owner occupied	6,855		—		6,855		—

Consumer and other										Consumer and other	24		—		24		1
Total	Total	$	31,214	$	14,524			$	839	Total	$	18,574	$	2,235	$	20,809	$	47

December 31, 2020
Type of Collateral
Real Estate Financial Assets and Equipment Individually assessed allowance for credit loss
Commercial and industrial $ 0 $ 1,728 $ 117
Construction 3,877 0 0
Residential real estate:
1-to-4 family mortgage 226 0 0
Residential line of credit 1,174 0 9
Commercial real estate:
Owner occupied 3,391 0 30
Non-owner occupied 8,164 0 1,531
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 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 June 30, 2021 and December 31, 2020, the Company had a recorded investment in loans totaling $1,355,475 and $1,399,088 previously deferred that were no longer in deferral status.


	December 31, 2021
	Type of Collateral
	Real Estate		Financial Assets and Equipment		Total		Individually assessed allowance for credit loss
Commercial and industrial	$	799	$	1,090	$	1,889	$	—
Construction	3,580		—		3,580		92
Residential real estate:
1-to-4 family mortgage	338		—		338		—
Residential line of credit	1,400		—		1,400		10

Commercial real estate:
Owner occupied	8,117		71		8,188		200
Non-owner occupied	13,899		—		13,899		—
Consumer and other	25		—		25		1
Total	$	28,158	$	1,161	$	29,319	$	303

3026

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

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)~~(4)—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 June 30, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Balance at beginning of period	Balance at beginning of period	$	11,177	$	17,072	$	12,111	$	18,939	Balance at beginning of period	$	9,721	$	11,177	$	9,777	$	12,111
Transfers from loans	Transfers from loans	3,201		641		4,596		1,006		Transfers from loans	—		3,201		563		4,596
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	(2,166)		(2,708)		(4,661)		(4,150)		Proceeds from sale of other real estate owned	(297)		(2,166)		(418)		(4,661)
Gain on sale of other real estate owned		272		170		1,100		345
(Loss) gain on sale of other real estate owned										(Loss) gain on sale of other real estate owned	(26)		272		(130)		1,100
Loans provided for sales of other real estate owned	Loans provided for sales of other real estate owned	(203)		0		(533)		0		Loans provided for sales of other real estate owned	—		(203)		—		(533)
Write-downs and partial liquidations	Write-downs and partial liquidations	(295)		(84)		(627)		(208)		Write-downs and partial liquidations	—		(295)		(394)		(627)

Balance at end of period	Balance at end of period	$	11,986	$	15,091	$	11,986	$	15,091	Balance at end of period	$	9,398	$	11,986	$	9,398	$	11,986

Foreclosed residential real estate properties totaled ~~$774~~$970 and ~~$1,890~~$775 as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled ~~$31 and $167~~$419 at June 30, ~~2021 and~~2022. As of December 31, ~~2020, respectively.~~2021, there were no such residential foreclosure proceedings in process.

Excess land and facilities held for sale resulting from branch consolidations totaled ~~$5,498~~$2,980 and ~~$5,703~~$3,348 as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Note ~~(6)~~(5)—Leases:

As of June 30, ~~2021,~~2022, the Company was the lessee in 5856 operating leases and 1 finance lease of certain branch, mortgage and operations locations, of which 4445 operating leases and 1 finance lease currently have remaining terms varying from greater than one year to 3433 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 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 commencement is in the third quarter of 2022. Upon commencement, the Company anticipates recording an ROU asset and operating lease liability of approximately $23,000 and $26,000, respectively, in connection with the initial term of this lease based on current information available, subject to ~~be completed in late 2022.~~changes based on borrowing rate changes and the Company's evaluation of renewal options and other terms.

3127

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 June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:

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


		June 30,			December 31,
	Classification	2022			2021
Right-of-use assets:
Operating leases	Operating lease right-of-use assets	$	41,070		$	41,686
Finance leases	Premises and equipment, net	1,422			1,487
Total right-of-use assets		$	42,492		$	43,173
Lease liabilities:
Operating leases	Operating lease liabilities	$	45,917		$	46,367
Finance leases	Borrowings	1,466			1,518
Total lease liabilities		$	47,383		$	47,885
Weighted average remaining lease term (in years) - operating		11.9			12.4
Weighted average remaining lease term (in years) - finance		12.9			13.4
Weighted average discount rate - operating		2.74		%	2.73		%
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				Six Months Ended						Three Months Ended			Six Months Ended
			June 30,				June 30,						June 30,			June 30,
		Classification	2021		2020			2021		2020			Classification	2022		2021		2022		2021
Operating lease costs:	Operating lease costs:											Operating lease costs:
Amortization of right-of-use asset	Amortization of right-of-use asset	Occupancy and equipment	$	2,171	$	1,389		$	4,110	$	2,678	Amortization of right-of-use asset	Occupancy and equipment	$	1,851	$	2,171	$	3,561	$	4,110
Short-term lease cost	Short-term lease cost	Occupancy and equipment	102		30			189		166		Short-term lease cost	Occupancy and equipment	144		102		255		189
Variable lease cost	Variable lease cost	Occupancy and equipment	241		160			476		298		Variable lease cost	Occupancy and equipment	293		241		549		476

Lease impairment												Lease impairment	Mortgage restructuring expense	364		—		364		—
Gain on lease modifications and terminations	Gain on lease modifications and terminations	Occupancy and equipment	(787)		0			(787)		0		Gain on lease modifications and terminations	Occupancy and equipment	—		(787)		(18)		(787)
Finance lease costs:	Finance lease costs:											Finance lease costs:
Interest on lease liabilities	Interest on lease liabilities	Interest expense on borrowings	8		0			14		0		Interest on lease liabilities	Interest expense on borrowings	6		8		15		14
Amortization of right-of-use asset	Amortization of right-of-use asset	Occupancy and equipment	27		0			55		0		Amortization of right-of-use asset	Occupancy and equipment	28		27		65		55

Total lease cost	Total lease cost		$	1,762	$	1,579		$	4,057	$	3,142	Total lease cost		$	2,686	$	1,762	$	4,791	$	4,057

During the three months and six months ended June 30, 2022, the Company recorded $364 of lease impairment related to vacating two locations associated with the Mortgage restructuring. Additionally, during the six months ended June 30, 2022 and 2021, the Company recorded agains of $18 and $787, ~~gain~~respectively, related to early lease terminations and modifications on ~~lease modifications and terminations on certain~~other vacated ~~locations that were consolidated as a result of acquisitions.~~locations.

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.

3228

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 June 30, ~~2021~~2022 is as follows:

Operating Finance
Leases Lease
Lease payments due:
June 30, 2022 $ 7,734 $ 115
June 30, 2023 6,759 117
June 30, 2024 5,696 119
June 30, 2025 5,002 121
June 30, 2026 4,675 122
Thereafter 30,976 1,164
Total undiscounted future minimum lease payments 60,842 1,758
Less: imputed interest (10,446) (203)
Lease liability $ 50,396 $ 1,555


	Operating		Finance
	Leases		Lease
Lease payments due:
June 30, 2023	$	3,886	$	58
June 30, 2024	6,735		118
June 30, 2025	5,447		120
June 30, 2026	5,125		121
June 30, 2027	5,039		123
Thereafter	28,877		1,102
Total undiscounted future minimum lease payments	55,109		1,642
Less: imputed interest	(9,192)		(176)
Lease liability	$	45,917	$	1,466

Note ~~(7)~~(6)—Mortgage servicing rights:

Changes in the Company’s mortgage servicing rights were as follows for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Carrying value at beginning of period $ 104,192 $ 62,581 $ 79,997 $ 75,521
Capitalization 10,573 12,267 22,167 20,063
Change in fair value:
    Due to pay-offs/pay-downs (7,865) (7,277) (17,186) (11,920)
    Due to change in valuation inputs or assumptions (5,285) (7,063) 16,637 (23,156)
        Carrying value at end of period $ 101,615 $ 60,508 $ 101,615 $ 60,508


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021


Carrying value at beginning of period	$	144,675	$	104,192	$	115,512	$	79,997
Capitalization	5,258		10,573		15,070		22,167





Change in fair value:
Due to pay-offs/pay-downs	(5,024)		(7,865)		(9,495)		(17,186)
Due to change in valuation inputs or assumptions	13,769		(5,285)		37,591		16,637
Carrying value at end of period	$	158,678	$	101,615	$	158,678	$	101,615

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 June 30, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Servicing income:	Servicing income:									Servicing income:
Servicing income	Servicing income	$	6,788	$	5,113	$	13,719	$	10,131	Servicing income	$	7,966	$	6,788	$	15,395	$	13,719
Change in fair value of mortgage servicing rights	Change in fair value of mortgage servicing rights	(13,150)		(14,340)		(549)		(35,076)		Change in fair value of mortgage servicing rights	8,745		(13,150)		28,096		(549)
Change in fair value of derivative hedging instruments	Change in fair value of derivative hedging instruments	10,005		1,102		(7,859)		15,970		Change in fair value of derivative hedging instruments	(9,897)		10,005		(28,995)		(7,859)
Servicing income	Servicing income	3,643		(8,125)		5,311		(8,975)		Servicing income	6,814		3,643		14,496		5,311
Servicing expenses	Servicing expenses	2,693		1,992		5,225		3,393		Servicing expenses	3,377		2,693		5,925		5,225
Net servicing income (loss)(1)		$	950	$	(10,117)	$	86	$	(12,368)
Net servicing income(1)										Net servicing income(1)	$	3,437	$	950	$	8,571	$	86

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

3329

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 June 30, ~~2021~~2022 and December 31, ~~2020~~2021 are as follows:


		June 30,			December 31,				June 30,			December 31,
		2021			2020				2022			2021
Unpaid principal balance	Unpaid principal balance	$	10,527,708		$	9,787,657		Unpaid principal balance	$	11,160,382		$	10,759,286
Weighted-average prepayment speed (CPR)	Weighted-average prepayment speed (CPR)	11.07		%	14.07		%	Weighted-average prepayment speed (CPR)	5.13		%	9.31		%
Estimated impact on fair value of a 10% increase	Estimated impact on fair value of a 10% increase	$	(4,840)		$	(4,493)		Estimated impact on fair value of a 10% increase	$	(4,617)		$	(4,905)
Estimated impact on fair value of a 20% increase	Estimated impact on fair value of a 20% increase	$	(9,311)		$	(8,599)		Estimated impact on fair value of a 20% increase	$	(8,901)		$	(9,429)
Discount rate	Discount rate	11.05		%	11.49		%	Discount rate	10.5		%	9.81		%
Estimated impact on fair value of a 100 bp increase	Estimated impact on fair value of a 100 bp increase	$	(3,981)		$	(2,942)		Estimated impact on fair value of a 100 bp increase	$	(7,274)		$	(4,785)
Estimated impact on fair value of a 200 bp increase	Estimated impact on fair value of a 200 bp increase	$	(7,700)		$	(5,674)		Estimated impact on fair value of a 200 bp increase	$	(13,943)		$	(9,198)
Weighted-average coupon interest rate	Weighted-average coupon interest rate	3.35		%	3.58		%	Weighted-average coupon interest rate	3.23		%	3.23		%
Weighted-average servicing fee (basis points)	Weighted-average servicing fee (basis points)	28			28			Weighted-average servicing fee (basis points)	27			27
Weighted-average remaining maturity (in months)	Weighted-average remaining maturity (in months)	329			328			Weighted-average remaining maturity (in months)	330			330

The Company economically 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,~~9, "Derivatives" for additional information on these hedging instruments.

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, mortgage escrow deposits totaled to ~~$166,126~~$133,180 and ~~$147,957,~~$127,617, respectively.

Note (7)—Income taxes:

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


	Three Months Ended June 30,
	2022		2021
Current	$	3,569	$	9,541
Deferred	3,148		3,899
Total	$	6,717	$	13,440

	Six Months Ended June 30,
	2022		2021
Current	$	3,569	$	15,490
Deferred	12,461		13,538
Total	$	16,030	$	29,028

3430

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:~~
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 June 30, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended June 30,											Three Months Ended June 30,
		2021				2020						2022					2021
Federal taxes calculated at statutory rate	Federal taxes calculated at statutory rate	$	11,916	21.0	%	$	6,369	21.0	%		Federal taxes calculated at statutory rate		$	5,475	21.0	%		$	11,916	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	1,879		3.3	%	1,298		4.3	%		State taxes, net of federal benefit		1,582		6.1	%		1,879		3.3	%

(Benefit) expense from equity based compensation		(124)		(0.2)	%	22		0.1	%
Benefit from equity based compensation											Benefit from equity based compensation		(15)		(0.1)	%		(124)		(0.2)	%
Municipal interest income, net of interest disallowance	Municipal interest income, net of interest disallowance	(419)		(0.7)	%	(310)		(1.0)	%		Municipal interest income, net of interest disallowance		(444)		(1.7)	%		(419)		(0.7)	%
Bank owned life insurance		(82)		(0.1)	%	(17)		(0.1)	%
Merger and offering costs		127		0.2	%	32		0.1	%
Bank-owned life insurance											Bank-owned life insurance		(79)		(0.3)	%		(82)		(0.1)	%

Offering costs											Offering costs		—		—	%		127		0.2	%
Section 162(m) limitation	Section 162(m) limitation	21		0	%	0		0	%		Section 162(m) limitation		40		0.2	%		21		—	%
Other	Other	122		0.2	%	61		0.2	%		Other		158		0.6	%		121		0.2	%
Income tax expense, as reported	Income tax expense, as reported	$	13,440	23.7	%	$	7,455	24.6	%		Income tax expense, as reported		$	6,717	25.8	%		$	13,440	23.7	%

		Six Months Ended June 30,								Six Months Ended June 30,
		2021				2020						2022					2021
Federal taxes calculated at statutory rate	Federal taxes calculated at statutory rate	$	26,293	21.0	%	$	6,542	21.0	%		Federal taxes calculated at statutory rate		$	14,830	21.0	%		$	26,293	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	3,629		2.9	%	1,166		3.7	%		State taxes, net of federal benefit		2,533		3.6	%		3,629		2.9	%
(Benefit) expense from equity based compensation		(345)		(0.3)	%	161		0.5	%
Benefit from equity based compensation											Benefit from equity based compensation		(306)		(0.4)	%		(345)		(0.3)	%
Municipal interest income, net of interest disallowance	Municipal interest income, net of interest disallowance	(843)		(0.7)	%	(574)		(1.8)	%		Municipal interest income, net of interest disallowance		(888)		(1.3)	%		(843)		(0.7)	%
Bank owned life insurance		(166)		(0.1)	%	(35)		(0.1)	%
Merger and offering costs		127		0.1	%	163		0.5	%
Bank-owned life insurance											Bank-owned life insurance		(153)		(0.2)	%		(166)		(0.1)	%

Offering costs											Offering costs		—		—	%		127		0.1	%
Section 162(m) limitation	Section 162(m) limitation	248		0.2	%	0		0	%		Section 162(m) limitation		162		0.1	%		248		0.2	%
Other	Other	85		0.1	%	112		0.4	%		Other		(148)		(0.1)	%		85		0.1	%
Income tax expense, as reported	Income tax expense, as reported	$	29,028	23.2	%	$	7,535	24.2	%		Income tax expense, as reported		$	16,030	22.7	%		$	29,028	23.2	%

The Company is subject to Internal Revenue Code Section 162(m), which limits the deductibility of compensation paid to certain individuals. It is the Company’s policy to apply the Section 162(m) limitations to stock-based compensation first and then followed by cash compensation. As a result of ~~August 15, 2020,~~the vesting of these units and cash compensation paid to date, the Company ~~acquired $8,346~~has disallowed a portion of its compensation paid to the applicable individuals.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

The components of the net deferred tax (liabilities) assets at June 30, 2022 and December 31, 2021, are as follows:


	June 30,		December 31,
	2022		2021
Deferred tax assets:
Allowance for credit losses	$	36,547	$	35,233
Operating lease liabilities	12,346		12,478
Net operating loss	1,392		1,370
Amortization of core deposit intangibles	115		—
Deferred compensation	4,794		5,484
Unrealized loss on debt securities	43,504		—

Unrealized loss on cash flow hedges	—		205
Other assets	7,150		8,301
Subtotal	105,848		63,071
Deferred tax liabilities:
FHLB stock dividends	$	(484)	$	(484)
Operating leases - right of use assets	(11,117)		(11,287)
Depreciation	(7,915)		(7,938)
Amortization of core deposit intangibles	—		(116)
Unrealized gain on equity securities	(2,333)		(2,407)
Unrealized gain on cash flow hedges	(168)		—
Unrealized gain on debt securities	—		(1,324)
Mortgage servicing rights	(41,345)		(30,098)
Goodwill	(14,806)		(13,743)
Other liabilities	(2,507)		(2,494)
Subtotal	(80,675)		(69,891)
Net deferred tax assets (liabilities)	$	25,173	$	(6,820)

The Company had a net operating ~~losses from Franklin.~~loss carryforward generated as a result of a previous acquisition amounting to $5,851 and $6,523 as of June 30, 2022 and December 31, 2021, respectively. The net operating loss ~~carryforwards~~carryforward 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~~loss carryforwards 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~~expires on December 31, 2029.

During the six months ended June 30, 2022, the Company generated a state net operating loss carryforward of $3,227, which may have varying expiration periods. No such loss was generated during the three months ended June 30, 2022 or the three and six months ended June 30, 2021. The Company ~~is subject~~expects to ~~Internal Revenue Code Section 162(m), which limits~~generate sufficient taxable income to utilize the deductibility of compensation of certain individuals. The restricted stock unit plans that existed prior to the corporation being public will have payments in 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 June 30, 2021 and December 31, 2020, are as follows:~~

June 30, December 31
2021 2020
Deferred tax assets:
Allowance for credit losses $ 40,878 $ 48,409
Operating lease liabilities 13,067 14,496
Federal net operating loss 1,753 1,753
Deferred compensation 8,572 8,872
Unrealized loss on cash flow hedges 364 499
Other 19,817 19,101
Subtotal 84,451 93,130
Deferred tax liabilities:
FHLB stock dividends $ (561) $ (561)
Operating leases - right of use assets (11,831) (13,197)
Depreciation (7,088) (7,491)
Amortization of core deposit intangibles (349) (684)
Unrealized gain on equity securities (3,877) (17)
Unrealized gain on debt securities (5,987) (13,027)
Mortgage servicing rights (26,435) (20,803)
Goodwill (12,522) (11,301)
Other (9,828) (9,653)
Subtotal (78,478) (76,734)
Net deferred tax assets $ 5,973 $ 16,396

loss generated.

Note ~~(9)~~(8)—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.


		June 30,		December 31,			June 30,		December 31,
		2021		2020			2022		2021
Commitments to extend credit, excluding interest rate lock commitments	Commitments to extend credit, excluding interest rate lock commitments	$	2,529,697	$	2,719,996	Commitments to extend credit, excluding interest rate lock commitments	$	3,356,089	$	3,106,594
Letters of credit	Letters of credit	68,792		67,598		Letters of credit	66,265		77,427
Balance at end of period	Balance at end of period	$	2,598,489	$	2,787,594	Balance at end of period	$	3,422,354	$	3,184,021

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, loan commitments included above with floating interest rates totaled ~~$1.82~~$2.58 billion and ~~$1.65~~$2.26 billion, respectively.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

The Company estimates expected credit losses on off-balance sheet loan commitments that are not accounted for as ~~derivatives.~~derivatives under the CECL methodology. When applying ~~the CECL~~this 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.

~~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 included in accrued expenses and other liabilities on the Company's consolidated balance sheets for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Balance at beginning of period	Balance at beginning of period	$	14,156	$	4,618	$	16,378	$	0	Balance at beginning of period	$	16,262	$	14,156	$	14,380	$	16,378
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		0		0		0		70

Provision for credit losses on unfunded commitments	Provision for credit losses on unfunded commitments	(954)		1,882		(3,176)		3,483		Provision for credit losses on unfunded commitments	4,137		(954)		6,019		(3,176)
Balance at end of period	Balance at end of period	$	13,202	$	6,500	$	13,202	$	6,500	Balance at end of period	$	20,399	$	13,202	$	20,399	$	13,202

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 $198 and $1,546 for the three and six months ended June 30, 2022, respectively, and $761 and $1,469 for the three and six months ended 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:~~reserve included in accrued expenses and other liabilities on the Company's consolidated balance sheets:

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Balance at beginning of period $ 6,284 $ 3,829 $ 5,928 $ 3,529
Provision for loan repurchases or indemnifications (706) 855 (266) 1,227
Losses on loans repurchased or indemnified (89) (83) (173) (155)
Balance at end of period $ 5,489 $ 4,601 $ 5,489 $ 4,601

~~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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Balance at beginning of period	$	4,317	$	6,284	$	4,802	$	5,928
Provision for loan repurchases or indemnifications	(800)		(706)		(1,189)		(266)

Losses on loans repurchased or indemnified	(72)		(89)		(168)		(173)
Balance at end of period	$	3,445	$	5,489	$	3,445	$	5,489

Note ~~(10)~~(9)—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~~items “Other assets” or “Other liabilities” at fair value in accordance with ASC 815, “Derivatives and Hedging.”

Derivatives not designated as hedging instruments

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. 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.

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 non-designated derivative financial instruments as of the dates presented:


	June 30, 2022
	Notional Amount		Asset		Liability

Interest rate contracts	$	533,633	$	29,701	$	29,683
Forward commitments	492,000		1,915		—
Interest rate-lock commitments	292,716		3,758		—
Futures contracts	318,000		952		—

Total	$	1,636,349	$	36,326	$	29,683


	December 31, 2021
	Notional Amount		Asset		Liability

Interest rate contracts	$	600,048	$	19,265	$	19,138
Forward commitments	1,180,000		—		1,077
Interest rate-lock commitments	487,396		7,197		—
Futures contracts	429,000		922		—

Total	$	2,696,444	$	27,384	$	20,215

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Included in mortgage banking income:
Interest rate lock commitments	$	2,007	$	171	$	(3,439)	$	(21,271)
Forward commitments	14,432		(19,200)		52,335		24,058
Futures contracts	(9,165)		9,104		(25,700)		(7,228)
Option contracts	—		—		36		—
Total	$	7,274	$	(9,925)	$	23,232	$	(4,441)

Derivatives designated as cash flow hedges

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%. Upon the cessation of LIBOR in June 2023, the rate will convert to SOFR plus an adjustment in accordance with market standards. 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

The following presents a summary of ~~June 30, 2021 and December 31, 2020,~~ the ~~fair value of these contracts resulted in liability balances of $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~~Company's 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.

~~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:

June 30, 2021
Notional Amount Asset Liability
Not designated as hedging:
  Interest rate contracts $ 650,268 $ 26,355 $ 26,168
  Forward commitments 1,172,717 0 1,401
  Interest rate-lock commitments 787,258 13,120 0
  Futures contracts 502,500 2,707 0
    Total $ 3,112,743 $ 42,182 $ 27,569

June 30, 2022

December 31, 2021

Notional Amount

Estimated fair value

Balance sheet location

Estimated fair value

Balance sheet location

Interest rate swap agreements-
subordinated debt

30,000

644

Other assets

(785)

Accrued expenses and other liabilities

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

June 30, 2021
Notional Amount Asset Liability
Designated as hedging:
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~~The Company's consolidated statements of income included losses of $101 and $240 for the three and six months ended June 30, 2022, respectively, and $143 and $280 for the three and six months ended June 30, 2021, respectively, in interest expense on borrowings related to these cash flow hedges. The cash flow hedges were effective during the ~~Company’s derivative financial instruments~~periods presented and as a result qualified for hedge accounting treatment. As such, no amounts were ~~as follows:~~

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Not designated as hedging instruments (included in mortgage banking income):
  Interest rate lock commitments $ 171 $ 9,541 $ (21,271) $ 30,003
  Forward commitments (19,200) (13,993) 24,058 (40,450)
  Futures contracts 9,104 631 (7,228) 11,542
    Total $ (9,925) $ (3,821) $ (4,441) $ 1,095

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Designated as hedging:
   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 (143) (62) (280) (74)
     Total $ (143) $ 86 $ (280) $ 221
reclassified from accumulated other comprehensive (loss) income into earnings during either period presented.

3934

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 (loss) income, net of tax, for derivative instruments designated as cash flow hedges for the periods presented:

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Amount of gain recognized in other comprehensive income, net of tax expense of $99, $23, $372 and $135	$	283	$	67	$	1,057	$	383

Derivatives designated as fair value hedges

During the first quarter of 2022, the Company entered into 3 designated fair value hedges to mitigate the effect of changing rates on the fair value of various fixed rate liabilities, including certain money market deposits and subordinated debt. The hedging strategy converts the fixed interest rates of the hedged items to the daily compounded SOFR in arrears paid monthly. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item.As of June 30, 2022, the fair value hedges were deemed effective.


	June 30, 2022
	Notional Amount		Remaining Maturity (In Years)	Receive Fixed Rate	Pay Floating Rate	Estimated fair value
Derivatives included in other liabilities:
Interest rate swap agreement- subordinated debt	$	100,000	1.67	1.45625%	SOFR	$	(2,509)
Interest rate swap agreement- fixed rate money market deposits	75,000		2.14	1.49500%	SOFR	(2,294)
Interest rate swap agreement- fixed rate money market deposits	125,000		2.14	1.49500%	SOFR	(3,823)
Total	$	300,000	1.98	1.48208%		$	(8,626)

The following discloses the amount of income included in interest expense on borrowings and deposits, related to these fair value hedging instruments:


	Three Months Ended June 30,		Six Months Ended June 30,
	2022			2022
Designated fair value hedge:
Interest expense on deposits	$	395		$	708
Interest expense on borrowings	186			348
Total	$	581		$	1,056

The following amounts were recorded on the balance sheet related to cumulative adjustments for fair value hedges as of June 30, 2022:


Line item on the balance sheet	Carrying Amount of the Hedged Item		Cumulative Decrease in Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Item

Borrowings	$	96,298		(1)	$	(2,509)
Money market and savings deposits	202,114			(2)	(6,117)

(1) The carrying value also includes unamortized subordinated debt issuance costs of $1,193.

(2) The carrying value also includes and purchase accounting fair value premium of $8,231.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

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,zero, 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
		June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Gross amounts recognized	Gross amounts recognized	$	4,466	$	3,863	$	23,536	$	34,051	Gross amounts recognized	$	28,850	$	4,990	$	13,726	$	15,733
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	—		—		—		—
Net amounts presented in the consolidated balance sheets	Net amounts presented in the consolidated balance sheets	4,466		3,863		23,536		34,051		Net amounts presented in the consolidated balance sheets	28,850		4,990		13,726		15,733

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	3,146		857		3,146		857		Less: financial instruments	9,724		4,297		9,724		4,297
Less: financial collateral pledged	Less: financial collateral pledged	0		0		20,390		33,194		Less: financial collateral pledged	—		—		4,002		11,436
Net amounts	Net amounts	$	1,320	$	3,006	$	0	$	0	Net amounts	$	19,126	$	693	$	—	$	—

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. AtAs of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had minimum collateral posting thresholds with certain derivative counterparties and had collateral posted of ~~$66,557~~$35,391 and ~~$57,985,~~$57,868, respectively, against its obligations under these agreements. Cash pledged as collateral ~~related to~~on derivative contracts is recorded in other assets inon the consolidated balance sheets.

Note ~~(11)~~(10)—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.

~~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 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 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 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.

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 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 - 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.

4136

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

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 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 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's 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 fair value of the Company's interest rate swap agreements to facilitate customer transactions 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. The fair value of interest rate lock commitments associated with the mortgage pipeline 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. The fair values of the Company's designated cash flow and fair value hedges are determined by calculating the difference between the discounted fixed rate cash flows and the discounted variable rate cash flows. The fair values of both the Company's hedges, including designated cash flow hedges and designated fair value hedges are based on pricing models that utilize observable market inputs. These financial instruments are classified as Level 2.

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 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.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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



Collateral dependent 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.

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
June 30, 2021		Carrying amount		Level 1		Level 2		Level 3		Total
June 30, 2022												June 30, 2022	Carrying amount		Level 1		Level 2		Level 3		Total
Financial assets:	Financial assets:											Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,717,097	$	1,717,097	$	0	$	0	$	1,717,097	Cash and cash equivalents	$	872,861	$	872,861	$	—	$	—	$	872,861
Investment securities	Investment securities	1,409,175		0		1,409,175		0		1,409,175		Investment securities	1,621,344		—		1,621,344		—		1,621,344

Loans, net	Loans, net	7,054,291		0		0		7,199,111		7,199,111		Loans, net	8,498,065		—		—		8,438,565		8,438,565
Loans held for sale	Loans held for sale	821,529		0		697,407		124,122		821,529		Loans held for sale	260,215		—		222,400		37,815		260,215
Interest receivable	Interest receivable	42,083		72		6,119		35,892		42,083		Interest receivable	40,393		77		7,037		33,279		40,393
Mortgage servicing rights	Mortgage servicing rights	101,615		0		0		101,615		101,615		Mortgage servicing rights	158,678		—		—		158,678		158,678
Derivatives	Derivatives	42,182		0		42,182		0		42,182		Derivatives	36,970		—		36,970		—		36,970
Financial liabilities:	Financial liabilities:											Financial liabilities:
Deposits:	Deposits:											Deposits:
Without stated maturities	Without stated maturities	$	8,921,516	$	8,921,516	$	0	$	0	$	8,921,516	Without stated maturities	$	9,365,544	$	9,365,544	$	—	$	—	$	9,365,544
With stated maturities	With stated maturities	1,282,440		0		1,292,720		0		1,292,720		With stated maturities	1,177,758		—		1,185,639		—		1,185,639
Securities sold under agreement to repurchase and federal funds sold	Securities sold under agreement to repurchase and federal funds sold	33,056		33,056		0		0		33,056		Securities sold under agreement to repurchase and federal funds sold	31,706		31,706		—		—		31,706

Subordinated debt	Subordinated debt	149,351		0		0		153,631		153,631		Subordinated debt	127,228		—		—		123,714		123,714
Other borrowings		1,555		0		1,555		0		1,555

Interest payable	Interest payable	4,136		169		2,442		1,525		4,136		Interest payable	2,512		45		954		1,513		2,512
Derivatives	Derivatives	28,960		0		28,960		0		28,960		Derivatives	38,309		—		38,309		—		38,309


		Fair Value											Fair Value
December 31, 2020		Carrying amount		Level 1		Level 2		Level 3		Total
December 31, 2021												December 31, 2021	Carrying amount		Level 1		Level 2		Level 3		Total
Financial assets:	Financial assets:											Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,317,898	$	1,317,898	$	0	$	0	$	1,317,898	Cash and cash equivalents	$	1,797,740	$	1,797,740	$	—	$	—	$	1,797,740
Investment securities	Investment securities	1,176,991		0		1,176,991		0		1,176,991		Investment securities	1,681,892		—		1,681,892		—		1,681,892

Loans, net	Loans, net	6,912,570		0		0		7,058,693		7,058,693		Loans, net	7,479,103		—		—		7,566,717		7,566,717
Loans held for sale	Loans held for sale	899,173		0		683,770		215,403		899,173		Loans held for sale	752,223		—		672,924		79,299		752,223
Interest receivable	Interest receivable	43,603		33		5,254		38,316		43,603		Interest receivable	38,528		36		6,461		32,031		38,528
Mortgage servicing rights	Mortgage servicing rights	79,997		0		0		79,997		79,997		Mortgage servicing rights	115,512		—		—		115,512		115,512
Derivatives	Derivatives	68,938		0		68,938		0		68,938		Derivatives	27,384		—		27,384		—		27,384
Financial liabilities:	Financial liabilities:											Financial liabilities:
Deposits:	Deposits:											Deposits:
Without stated maturities	Without stated maturities	$	8,020,783	$	8,020,783	$	0	$	0	$	8,020,783	Without stated maturities	$	9,705,816	$	9,705,816	$	—	$	—	$	9,705,816
With stated maturities	With stated maturities	1,437,254		0		1,446,605		0		1,446,605		With stated maturities	1,131,081		—		1,137,647		—		1,137,647
Securities sold under agreement to repurchase and federal funds sold	Securities sold under agreement to repurchase and federal funds sold	32,199		32,199		0		0		32,199		Securities sold under agreement to repurchase and federal funds sold	40,716		40,716		—		—		40,716

Subordinated debt	Subordinated debt	189,527		0		0		192,149		192,149		Subordinated debt	129,544		—		—		133,021		133,021
Other borrowings		16,598		0		16,598		0		16,598

Interest payable	Interest payable	6,772		327		4,210		2,235		6,772		Interest payable	3,162		140		1,510		1,512		3,162
Derivatives	Derivatives	48,242		0		48,242		0		48,242		Derivatives	21,000		—		21,000		—		21,000

4238

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 June 30, ~~2021~~2022 are presented in the following table:

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:
Financial assets:
Available-for-sale securities:
U.S. government agency securities $ 0 $ 8,255 $ 0 $ 8,255
Mortgage-backed securities - residential 0 1,035,003 0 1,035,003
Mortgage-backed securities - commercial 0 15,161 0 15,161
Municipal securities 0 332,883 0 332,883
Treasury securities 0 10,534 0 10,534
Corporate securities 0 2,536 0 2,536
Equity securities 0 4,803 0 4,803
Total securities $ 0 $ 1,409,175 $ 0 $ 1,409,175
Loans held for sale 0 697,407 124,122 821,529
Mortgage servicing rights 0 0 101,615 101,615
Derivatives 0 42,182 0 42,182
Financial Liabilities:
Derivatives 0 28,960 0 28,960


At June 30, 2022	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:
Financial assets:
Available-for-sale securities:
U.S. government agency securities	$	—	$	42,059	$	—	$	42,059
Mortgage-backed securities - residential	—		1,164,932		—		1,164,932
Mortgage-backed securities - commercial	—		20,668		—		20,668
Municipal securities	—		273,164		—		273,164
Treasury securities	—		109,793		—		109,793
Corporate securities	—		7,625		—		7,625
Equity securities	—		3,103		—		3,103
Total securities	$	—	$	1,621,344	$	—	$	1,621,344
Loans held for sale	$	—	$	222,400	$	37,815	$	260,215
Mortgage servicing rights	—		—		158,678		158,678
Derivatives	—		36,970		—		36,970
Financial Liabilities:
Derivatives	—		38,309		—		38,309

The balances and levels of the assets measured at fair value on a non-recurring basis at June 30, ~~2021~~2022 are presented in the following table:


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
At June 30, 2022										At June 30, 2022	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	$	6,927	$	6,927	Other real estate owned	$	—	$	—	$	1,836	$	1,836
Collateral dependent loans:	Collateral dependent loans:									Collateral dependent loans:
Commercial and industrial		$	0	$	0	$	15,220	$	15,220
Construction		0		0		5,993		5,993

Residential real estate:	Residential real estate:									Residential real estate:
1-4 family mortgage		0		0		1,615		1,615

Residential line of credit	Residential line of credit	0		0		1,241		1,241		Residential line of credit	—		—		315		315

Commercial real estate:	Commercial real estate:									Commercial real estate:
Owner occupied	Owner occupied	0		0		10,045		10,045		Owner occupied	—		—		2,151		2,151
Non-owner occupied		0		0		11,624		11,624

Consumer and other										Consumer and other	—		—		24		24
Total collateral dependent loans	Total collateral dependent loans	$	0	$	0	$	45,738	$	45,738	Total collateral dependent loans	$	—	$	—	$	2,502	$	2,502

~~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 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:
Financial assets:
Available-for-sale securities:
U.S. government agency securities $ 0 $ 2,003 $ 0 $ 2,003
Mortgage-backed securities - residential 0 773,336 0 773,336
Mortgage-backed securities - commercial 0 21,588 0 21,588
Municipals, tax-exempt 0 356,329 0 356,329
Treasury securities 0 16,628 0 16,628
Corporate securities 0 2,516 0 2,516
Equity securities 0 4,591 0 4,591
Total securities $ 0 $ 1,176,991 $ 0 $ 1,176,991
Loans held for sale $ 0 $ 683,770 $ 215,403 $ 899,173
Mortgage servicing rights 0 0 79,997 79,997
Derivatives 0 68,938 0 68,938
Financial Liabilities:
Derivatives 0 48,242 0 48,242

4439

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~~recurring basis at December 31, ~~2020~~2021 are presented in the following table:

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:
Financial assets:
Other real estate owned $ 0 $ 0 $ 6,662 $ 6,662
Collateral dependent loans:
Commercial and industrial $ 0 $ 0 $ 1,728 $ 1,728
Construction 0 0 3,877 3,877
Residential real estate:
1-4 family mortgage 0 0 226 226
Residential line of credit 0 0 1,174 1,174
Commercial real estate:
Owner occupied 0 0 3,391 3,391
Non-owner occupied 0 0 8,164 8,164
Total collateral dependent loans $ 0 $ 0 $ 18,560 $ 18,560


At December 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
Recurring valuations:
Financial assets:
Available-for-sale securities:
U.S. government agency securities	$	—	$	33,870	$	—	$	33,870
Mortgage-backed securities - residential	—		1,269,372		—		1,269,372
Mortgage-backed securities - commercial	—		15,250		—		15,250
Municipal securities	—		338,610		—		338,610
Treasury securities	—		14,908		—		14,908
Corporate securities	—		6,515		—		6,515
Equity securities	—		3,367		—		3,367
Total securities	$	—	$	1,681,892	$	—	$	1,681,892
Loans held for sale	$	—	$	672,924	$	79,299	$	752,223
Mortgage servicing rights	—		—		115,512		115,512
Derivatives	—		27,384		—		27,384
Financial Liabilities:
Derivatives	—		21,000		—		21,000

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


At December 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
Non-recurring valuations:
Financial assets:
Other real estate owned	$	—	$	—	$	6,308	$	6,308
Collateral dependent loans:

Construction	—		—		606		606
Residential real estate:

Residential line of credit	—		—		592		592
Commercial real estate:
Owner occupied	—		—		729		729
Non-owner occupied	—		—		3,526		3,526
Consumer and other	—		—		24		24
Total collateral dependent loans	$	—	$	—	$	5,477	$	5,477

The following tables present information as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 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~~2022

Financial instrument

Fair Value

Valuation technique

Significant
~~Unobservable~~unobservable inputs

Range of
inputs

Collateral dependent loans

~~45,738~~2,502

Valuation of collateral

Discount for comparable sales

~~0%-30%~~10%-35%

Other real estate owned

~~6,927~~1,836

Appraised value of property less costs to sell

Discount for costs to sell

0%-15%

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~~2021

Financial instrument

Fair Value

Valuation technique

Significant
~~Unobservable~~unobservable inputs

Range of
inputs

Collateral dependent loans

~~18,560~~5,477

Valuation of collateral

Discount for comparable sales

~~0%-30%~~10%-35%

Other real estate owned

~~6,662~~6,308

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~~borrower and ~~client's~~borrower's business. As of June 30, 2022 and December 31, 2021, total amortized cost of collateral dependent loans measured on a non-recurring basis amounted to $2,537 and $5,781, respectively.

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.

~~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:


		June 30,		December 31,			June 30,		December 31,
		2021		2020			2022		2021
Commercial and industrial	Commercial and industrial	$	124,122	$	215,403	Commercial and industrial	$	37,815	$	79,299
Residential real estate:	Residential real estate:					Residential real estate:
1-4 family mortgage	1-4 family mortgage	697,407		683,770		1-4 family mortgage	222,400		672,924
Total loans held for sale	Total loans held for sale	$	821,529	$	899,173	Total loans held for sale	$	260,215	$	752,223

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 gains (losses) of ~~$9,730~~$4,671 and ~~$(10,986)~~$(12,203) resulting from fair value changes of mortgage loans were recorded in income during the three and six months ended June 30, ~~2021,~~2022, respectively, compared to net gains (losses) of ~~$8,048~~$9,730 and ~~$13,866~~$(10,986) during the three and six months ended June 30, ~~2020,~~2021, 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

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

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 June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, there were ~~$120,880~~$24,480 and ~~$151,184,~~$94,648, 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~~tables sets forth the changes in fair value associated with this ~~portfolio.~~portfolio for the three and six months ended June 30, 2022 and 2021.


	Three Months Ended June 30, 2022
	Principal Balance		Fair Value Discount		Fair Value
Carrying value at beginning of period	$	85,816	$	(7,637)	$	78,179
Change in fair value:
Pay-downs and pay-offs	(38,354)		—		(38,354)
Write-offs to discount	—		—		—
Changes in valuation included in other noninterest income	—		(2,010)		(2,010)
Carrying value at end of period	$	47,462	$	(9,647)	$	37,815

	Six Months Ended June 30, 2022
	Principal Balance		Fair Value Discount		Fair Value
Carrying value at beginning of period	$	86,762	$	(7,463)	$	79,299
Change in fair value:
Pay-downs and pay-offs	(39,300)		—		(39,300)
Write-offs to discount	—		—		—
Changes in valuation included in other noninterest income	—		(2,184)		(2,184)
Carrying value at end of period	$	47,462	$	(9,647)	$	37,815


	Three Months Ended June 30, 2021
	Principal balance		Fair Value discount		Fair Value
Carrying value at beginning of period	$	197,490	$	(22,506)	$	174,984
Change in fair value:
Pay-downs and pay-offs	(52,226)		—		(52,226)
Write-offs to discount	(9,292)		9,292		—
Changes in valuation included in other noninterest income	—		1,364		1,364
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	$	239,063	$	(23,660)	$	215,403

Change in fair value:
Pay-downs and pay-offs	(91,792)		—		(91,792)
Write-offs to discount	(11,299)		11,299		—
Changes in valuation included in other noninterest income	—		511		511
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 interest income in the consolidated statements of income.

4642

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 June 30, 2021
Principal Balance Fair Value Discount Fair Value
Carrying value at beginning of period $ 197,490 $ (22,506) $ 174,984
Change in fair value:
  Pay-downs and pay-offs (52,226) 0 (52,226)
  Write-offs to discount (9,292) 9,292 0
  Changes in valuation included in other noninterest income 0 1,364 1,364
        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 $ 239,063 $ (23,660) $ 215,403
Change in fair value:
Pay-downs and pay-offs (91,792) 0 (91,792)
Write-offs to discount (11,299) 11,299 0
Changes in valuation included in other noninterest income 0 511 511
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 June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:

June 30, 2021 Aggregate
fair value Aggregate Unpaid Principal Balance Difference
Mortgage loans held for sale measured at fair value $ 697,407 $ 676,510 $ 20,897
Commercial loans held for sale measured at fair value 118,278 124,846 (6,568)
Nonaccrual loans 5,844 11,126 (5,282)
December 31, 2020
Mortgage loans held for sale measured at fair value $ 683,770 $ 651,887 $ 31,883
Commercial loans held for sale measured at fair value 208,914 226,867 (17,953)
Past due loans of 90 days or more 83 163 (80)
Nonaccrual loans 6,406 12,033 (5,627)


June 30, 2022	Aggregate fair value		Aggregate Unpaid Principal Balance		Difference
Mortgage loans held for sale measured at fair value	$	222,400	$	219,696	$	2,704
Commercial loans held for sale measured at fair value	36,356		37,733		(1,377)

Nonaccrual commercial loans held for sale	1,459		9,729		(8,270)

December 31, 2021	Aggregate fair value		Aggregate Unpaid Principal Balance		Difference
Mortgage loans held for sale measured at fair value	$	672,924	$	658,017	$	14,907
Commercial loans held for sale measured at fair value	74,082		76,863		(2,781)

Nonaccrual commercial loans held for sale	5,217		9,899		(4,682)

Note ~~(12)~~(11)—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, 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~~For the periods prior to and for the six months ended June 30, 2022, the Company ~~offers full-service~~offered conforming residential mortgage ~~products, including conforming residential~~ loans and services through 2 ~~distinct~~ delivery channels: retail and ~~ConsumerDirect.~~our national direct-to-consumer internet delivery channel. Additionally, the Mortgage segment ~~includes~~activities include 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.

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 $5,398 and $8,874 from the Banking segment to the Mortgage segment for the three and six months ended 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. 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. Additionally, the Banking segment includes the results of the Company's specialty lending group, which is concentrated in manufactured housing lending. 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~~market and uses ~~the~~ proceeds from loan sales to repay obligations due to the Banking segment.

On May 10, 2022, the Company announced the restructuring of its Mortgage segment, including the exit from the direct-to-consumer delivery channel, which is 1 of 2 delivery channels in the Mortgage segment. For the three and six months ended June 30, 2022, the direct-to-consumer channel comprised 13.7% and 33.0%, respectively, of the Company's total interest rate lock volume compared to 51.5% and 50.9% for the three and six months ended June 30, 2021, respectively. For the three and six months ended June 30, 2022, the direct-to-consumer channel comprised 37.4% and 45.3% of the Company's sales volume, and 54.9% and 53.9% for the three and six months ended June 30, 2021, respectively. As a result of exiting this channel, the Company incurred $12,458 of restructuring expenses during the three and six months ended June 30, 2022. The current repositioning of our Mortgage segment does not qualify to be reported as discontinued operations. The Company plans to continue originating and selling residential mortgage loans within its Mortgage segment through its traditional mortgage retail channel, retain mortgage servicing rights and continue holding residential 1-4 family mortgage loans in the loan portfolio.

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 segment financial information for ~~three and six months ended June 30, 2021 and 2020 as follows:~~the periods indicated:


Three months ended June 30, 2021		Banking		Mortgage		Consolidated
Three Months Ended June 30, 2022								Three Months Ended June 30, 2022	Banking(4)		Mortgage		Consolidated
Net interest income	Net interest income	$	86,553	$	10	$	86,563	Net interest income	$	102,171	$	—	$	102,171
Provisions for credit losses(1)	Provisions for credit losses(1)	(13,839)		0		(13,839)		Provisions for credit losses(1)	12,318		—		12,318
Mortgage banking income(2)	Mortgage banking income(2)	0		38,644		38,644		Mortgage banking income(2)	—		23,711		23,711
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		(3,145)		(3,145)		Change in fair value of mortgage servicing rights, net of hedging(2)	—		(1,152)		(1,152)
Other noninterest income	Other noninterest income	14,002		(201)		13,801		Other noninterest income	10,699		(44)		10,655
Depreciation and amortization	Depreciation and amortization	1,618		344		1,962		Depreciation and amortization	1,731		281		2,012
Amortization of intangibles	Amortization of intangibles	1,394		0		1,394		Amortization of intangibles	1,194		—		1,194

Other noninterest expense(3)	Other noninterest expense(3)	55,182		34,422		89,604		Other noninterest expense(3)	56,395		37,396		93,791
Income before income taxes		$	56,200	$	542	$	56,742
Income (loss) before income taxes								Income (loss) before income taxes	$	41,232	$	(15,162)	$	26,070
Income tax expense	Income tax expense					13,440		Income tax expense					6,717
Net income applicable to FB Financial Corporation and noncontrolling interest	Net income applicable to FB Financial Corporation and noncontrolling interest					43,302		Net income applicable to FB Financial Corporation and noncontrolling interest					19,353
Net income applicable to noncontrolling interest~~(3)~~(4)	Net income applicable to noncontrolling interest~~(3)~~(4)					8		Net income applicable to noncontrolling interest~~(3)~~(4)					8
Net income applicable to FB Financial Corporation	Net income applicable to FB Financial Corporation					$	43,294	Net income applicable to FB Financial Corporation					$	19,345
Total assets	Total assets	$	10,908,107	$	1,010,260	$	11,918,367	Total assets	$	11,469,762	$	724,100	$	12,193,862
Goodwill	Goodwill	242,561		0		242,561		Goodwill	242,561		—		242,561

(1)~~Included $(954)~~Includes $4,137 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)Includes $12,458 in Mortgage restructuring expenses in the Mortgage segment related to the exit from the direct-to-consumer delivery channel.

(4)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


Three Months Ended June 30, 2021	Banking(3)		Mortgage		Consolidated
Net interest income	$	86,553	$	10	$	86,563
Provisions for credit losses(1)	(13,839)		—		(13,839)
Mortgage banking income(2)	—		38,644		38,644
Change in fair value of mortgage servicing rights, net of hedging(2)	—		(3,145)		(3,145)
Other noninterest income	14,002		(201)		13,801
Depreciation and amortization	1,618		344		1,962
Amortization of intangibles	1,394		—		1,394

Other noninterest expense	55,182		34,422		89,604
Income before income taxes	$	56,200	$	542	$	56,742
Income tax expense					13,440
Net income applicable to FB Financial Corporation and noncontrolling interest					43,302
Net income applicable to noncontrolling interest(3)					8
Net income applicable to FB Financial Corporation					$	43,294
Total assets	$	10,908,107	$	1,010,260	$	11,918,367
Goodwill	242,561		—		242,561

(1)~~Included $1,882~~ Includes $(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)~~Included $1,586 of merger costs in the Banking Segment primarily related to the integration of Farmers National~~

~~(4)~~Banking segment includes noncontrolling interest.

4844

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

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, 2022	Banking(4)		Mortgage		Consolidated
Net interest income	$	190,355	$	(2)	$	190,353
Provisions for credit losses(1)	8,071		—		8,071
Mortgage banking income(2)	—		52,989		52,989
Change in fair value of mortgage servicing rights, net of hedging(2)	—		(899)		(899)
Other noninterest income	22,682		(166)		22,516
Depreciation and amortization	3,441		607		4,048
Amortization of intangibles	2,438		—		2,438

Other noninterest expense(3)	113,025		66,758		179,783
Income (loss) before income taxes	$	86,062	$	(15,443)	$	70,619
Income tax expense					16,030
Net income applicable to FB Financial Corporation and noncontrolling interest					54,589
Net income applicable to noncontrolling interest(4)					8
Net income applicable to FB Financial Corporation					$	54,581
Total assets	$	11,469,762	$	724,100	$	12,193,862
Goodwill	242,561		—		242,561

(1) Includes $6,019 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) Includes $12,458 in Mortgage restructuring expenses in the Mortgage segment related to the exit from the direct-to-consumer delivery channel.

(4) Banking segment includes noncontrolling interest.


Six Months Ended June 30, 2021	Banking(3)		Mortgage		Consolidated
Net interest income	$	169,150	$	(11)	$	169,139
Provisions for credit losses(1)	(27,693)		—		(27,693)
Mortgage banking income(2)	—		99,239		99,239
Change in fair value of mortgage servicing rights, net of hedging(2)	—		(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		—		2,834

Other noninterest expense(3)	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		—		242,561

(1)~~Included~~Includes $(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.

Six Months Ended June 30, 2020 Banking Mortgage Consolidated
Net interest income $ 111,583 $ 3 $ 111,586
Provisions for credit losses(1)
55,486 0 55,486
Mortgage banking income(2)
0 124,019 124,019
Change in fair value of mortgage servicing rights, net of hedging(2)
0 (19,106) (19,106)
Other noninterest income 19,278 0 19,278
Depreciation and amortization 2,995 497 3,492
Amortization of intangibles 2,408 0 2,408
Other noninterest expense(3)
80,454 62,784 143,238
(Loss) income before income taxes $ (10,482) $ 41,635 $ 31,153
Income tax expense 7,535
Net income applicable to FB Financial Corporation and noncontrolling
interest
23,618
Net income applicable to noncontrolling interest(4)
0
Net income applicable to FB Financial Corporation $ 23,618
Total assets $ 6,632,506 $ 623,030 $ 7,255,536
Goodwill 175,441 0 175,441

~~(1)Includes $3,483 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)Includes $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 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 ~~$6,110~~$4,850 and ~~$3,335~~$10,516 for the three and six months ended June 30, ~~2021 and 2020,~~2022, respectively, and ~~$11,510~~$6,110 and ~~$5,710~~$11,510 for the three and 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)~~(12)—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.

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

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 June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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~~maintained 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.~~period and delayed the initial impact of CECL adoption plus 25% of the quarterly increases in ACL through December 31, 2021. As of January 1, 2022, the cumulative amount of the transition adjustments became fixed and are being phased out of regulatory capital calculations evenly over a three year period, with 75% of the transition provision’s impact being recognized in 2022, 50% recognized in 2023, and 25% recognized in 2024.

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


As oAs of June 30, 2022															As oAs of June 30, 2022	Actual				Minimum Capital adequacy with capital buffer			To be well capitalized under prompt corrective action provisions
																Amount		Ratio			Amount		Ratio		Amount		Ratio
		Actual				Minimum Capital adequacy with capital buffer			To be well capitalized under prompt corrective action provisions
		Amount		Ratio			Amount		Ratio		Amount		Ratio
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	$	1,383,471	14.9	%		$	974,690	10.5	%	N/A		N/A		FB Financial Corporation	$	1,460,110	13.6	%		$	1,123,435	10.5	%	N/A		N/A
FirstBank	FirstBank	1,317,759		14.2	%		971,072		10.5	%	$	924,831	10.0	%	FirstBank	1,432,889		13.4	%		1,122,420		10.5	%	$	1,068,971	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	$	1,177,609	12.7	%		$	789,034	8.5	%	N/A		N/A		FB Financial Corporation	$	1,257,361	11.8	%		$	909,448	8.5	%	N/A		N/A
FirstBank	FirstBank	1,131,897		12.2	%		786,106		8.5	%	$	739,865	8.0	%	FirstBank	1,230,140		11.5	%		908,625		8.5	%	$	855,177	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	$	1,177,609	10.1	%		$	466,866	4.0	%	N/A		N/A		FB Financial Corporation	$	1,257,361	10.2	%		$	494,009	4.0	%	N/A		N/A
FirstBank	FirstBank	1,131,897		9.7	%		465,961		4.0	%	$	582,451	5.0	%	FirstBank	1,230,140		10.0	%		494,191		4.0	%	$	617,738	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	$	1,147,609	12.4	%		$	649,793	7.0	%	N/A		N/A		FB Financial Corporation	$	1,227,361	11.5	%		$	748,957	7.0	%	N/A		N/A
FirstBank	FirstBank	1,131,897		12.2	%		647,382		7.0	%	$	601,140	6.5	%	FirstBank	1,230,140		11.5	%		748,280		7.0	%	$	694,831	6.5	%


As of December 31, 2021															As of December 31, 2021	Actual				Minimum Capital adequacy with capital buffer			To be well capitalized under prompt corrective action provisions
																Amount		Ratio			Amount		Ratio		Amount		Ratio
		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)	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	$	1,434,581	14.5	%		$	1,039,984	10.5	%	N/A		N/A
FirstBank	FirstBank	1,353,279		14.9	%		951,327		10.5	%	$	906,026	10.0	%	FirstBank	1,396,407		14.1	%		1,038,760		10.5	%	$	989,295	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	$	1,251,874	12.6	%		$	841,892	8.5	%	N/A		N/A
FirstBank	FirstBank	1,142,548		12.6	%		770,122		8.5	%	$	724,820	8.0	%	FirstBank	1,213,700		12.3	%		840,901		8.5	%	$	791,436	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	$	1,251,874	10.5	%		$	474,831	4.0	%	N/A		N/A
FirstBank	FirstBank	1,142,548		10.5	%		435,279		4.0	%	$	544,098	5.0	%	FirstBank	1,213,700		10.2	%		474,044		4.0	%	$	592,555	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	$	1,060,364	11.7	%		$	635,157	7.0	%	N/A		N/A		FB Financial Corporation	$	1,221,874	12.3	%		$	693,322	7.0	%	N/A		N/A
FirstBank	FirstBank	1,142,548		12.6	%		634,218		7.0	%	$	588,917	6.5	%	FirstBank	1,213,700		12.3	%		692,507		7.0	%	$	643,042	6.5	%

5047

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

(Unaudited)

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

Note ~~(14)~~(13)—Stock-Based ~~Compensation~~Compensation:

Restricted Stock Units

The Company grants ~~restricted stock units~~RSUs under compensation arrangements for the benefit of employees, executive officers, and directors. ~~Restricted stock unit~~RSU 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~~for the ~~dates indicated:~~six months ended June 30, 2022:

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
Balance at beginning of period 1,047,071 $ 26.06 826,263 $ 23.76
Granted 193,760 43.06 132,605 33.92
Vested (159,114) 32.63 (132,203) 32.52
Forfeited (29,639) 27.36 (14,826) 34.24
Balance at end of period 1,052,078 $ 27.73 811,839 $ 24.84




	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Balance at beginning of period (unvested)	492,320	$	36.06
Granted	139,785	43.82
Vested	(159,385)	36.68
Forfeited	(37,917)	33.15
Balance at end of period (unvested)	434,803	$	38.48

The total fair value of restricted stock units vested and released was ~~$828~~$2,449 and ~~$5,192~~$5,846 for the three and six months ended June 30, ~~2021,~~2022, respectively, and ~~$1,048~~$828 and ~~$4,299~~$5,192 for the three and six months ended June 30, ~~2020,~~2021, respectively.

The compensation cost related to stock grants and vesting of restricted stock units was $~~2,193~~2,196 and $4,052 for the three and six months ended June 30, 2022, respectively, and $2,193 and $4,659 for the three and six months ended June 30, 2021, ~~respectively, and $2,015 and $3,817 for the three and six months ended June 30, 2020,~~ respectively. This included~~$142 and $299~~ amounts paid ~~to Company directors during the three and six months ended June 30, 2021, respectively, and $231 and $378 during the three and six months ended June 30, 2020,~~ related to director grants and compensation elected to be settled in ~~stock.~~stock amounting to$148 and $314 during the three and six months ended June 30, 2022, respectively, and $142 and $299 during the three and six months ended June 30, 2021, respectively.

As of June 30, ~~2021 and December 31, 2020,~~2022, there was ~~$16,091 and $13,436~~$13,122 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~~years. Additionally, as of June 30, ~~2021 and December 31, 2020,~~2022, there were ~~2,158,408 and 2,240,434~~1,770,128 shares available for issuance under the ~~2016-LTIP plan, respectively. At~~Company's stock compensation plans. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there ~~was $741~~were $252 and ~~$613,~~$274, respectively, accrued in other liabilities related to ~~dividends~~dividend equivalent units declared to be paid upon vesting and distribution of the underlying restricted stock units.

Performance Based Restricted Stock Units

The following table summarizes information about the changes in ~~performance stock units~~PSUs as of and for the six months ended June 30, ~~2021 and 2020.~~2022.


		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	0	$	0	Balance at beginning of period (unvested)	115,750	$	40.13
Granted	Granted	65,304	43.20		53,147	36.21		Granted	69,010	44.44
Vested	Vested	0	0		0	0		Vested	—	—
Forfeited or expired	Forfeited or expired	(2,319)	36.73		0	0		Forfeited or expired	(9,501)	43.16
Balance at end of period (unvested)	Balance at end of period (unvested)	116,132	$	40.13	53,147	$	36.21	Balance at end of period (unvested)	175,259	$	41.67

The Company awards performance-based restricted stock units to executives and other officers and employees. Under the terms of the ~~award,~~awards, the number of units that will vest and convert to shares of common stock will be based on the ~~extent~~Company's performance relative to ~~which the Company achieves specified performance criteria during the~~a predefined peer group over a fixed three-year performance period. The number of shares issued upon vesting will range from 0% to 200% of the PSUs granted. The Company's performance relative to the peer group will be measured based on calculated non-GAAP adjusted return on average tangible common equity, 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 PSUs is estimated each period based on the fair value of the Company's stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the vesting period of the awards.

5148

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

The Company recorded compensation cost of $322 and $522 during the three and six months ended June 30, 2021 respectively, and $335 and $416 for the three and six months ended June 30, 2020, respectively. As of June 30, ~~2021,~~2022, the Company determined the probability of meeting the performance criteria for each grant and recorded compensation cost associated ~~with a 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.


Grant Year	Vest Year	Shares Outstanding
2020	2023	49,964
2021	2024	60,654
2022	2025	64,641

The Company recorded compensation cost of $842 and $1,568 during the three and six months ended June 30, 2022 respectively, and $322 and $522 for the three and six months ended June 30, 2021, respectively. As of June 30, ~~2021,~~2022, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was ~~$7,829,~~$11,502, and the remaining performance period over which the cost could be recognized was ~~2.4~~2.1 years.

Employee Stock Purchase Plan:

The Company maintains an employee stock purchase plan under which employees, through payroll deductions, are able to purchase shares of Company common stock. The employee 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~~$200,000 worth of common stock in any calendar year). There were 0no shares issued under ESPP during the three months ended June 30, ~~2021~~2022 and ~~2020, respectively. During the six months ended~~ June 30, 2021, respectively. There were 15,152 and ~~2020, there were~~ 21,566 ~~and 12,145~~ shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $588 and $811, during the six months ended June 30, 2022 and 2021, respectively. As of June 30, ~~2021 and December 31, 2020,~~2022, there were ~~2,357,440 and 2,379,006~~2,326,544 shares available for issuance under the ESPP, respectively.

Note ~~(15)~~(14)—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~~2022	$	~~24,675~~29,010
New loans and advances	~~1,687~~52,577
Change in related party status	~~(98)~~(9,939)
Repayments	~~(4,933)~~(868)
Loans outstanding at June 30, ~~2021~~2022	$	~~21,331~~70,780

Unfunded commitments to certain executive officers, certain management and directors and their associates totaled ~~$20,465~~$38,832 and ~~$23,059~~$10,994 at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

(B) Deposits:

The Bank held deposits from related parties ~~totaling $303,900 and $245,084~~totaling $323,089 and $312,956 as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

The Bank leases various office spaces from entities owned by certain directors of the Company under varying terms. The Company had ~~$21~~$2 and ~~$53~~$6 in unamortized leasehold improvements related to these leases at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. These improvements are being amortized over a term not to exceed the length of the lease. Lease expense for these properties totaled $100 and $201 for the three and six months ended June 30, 2022, respectively, and $132 and $260 for the three and six months ended June 30, 2021.

(D) Aviation time sharing agreements:

During the year ended December 31, 2021, ~~respectively,~~the Bank formed a subsidiary, FBK Aviation, LLC and ~~$128 and $256 for~~purchased an aircraft under this entity. FBK Aviation, LLC also established a non-exclusive aircraft lease agreement with an entity owned by one

of the Company's directors. During the three and six months ended June 30, ~~2020.~~

~~FB Financial Corporation~~2022, the Company recognized income amounting to $8 and ~~subsidiaries~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~(Dollar amounts are in thousands, except share~~$19, respectively, under this agreement. No such income was recognized during the three and ~~per share amounts)~~

~~(D) Aviation time sharing agreement:~~

~~The~~six months ended June 30, 2021. Additionally, the Company is a participant to an aviation time sharing ~~agreements~~agreement with ~~entities~~an entity owned by a certain director of the Company. During the three and six months ended June 30, 2021, the Company made payments of $21 and $32, respectively, ~~and $58 and $91~~under this agreement. No such payments were made during the three and six months ended June 30, ~~2020, respectively, under these agreements.~~2022.

(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~~No such expenses were incurred during the three and six months ended June 30, ~~2020.~~2022.

5350

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

The following is a discussion of our financial condition at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and our results of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, 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,~~2021, that was filed with the ~~Securities and Exchange Commission~~SEC on ~~March 12, 2021 (our "Annual Report"),~~February 25, 2022, 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 June 30, 2021 (this "Report").~~Report.

Forward-looking statements

~~This quarterly report contains certain~~Certain statements contained in this Report that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the ~~projected impact of the COVID-19 global pandemic on our~~Company’s business operations, ~~statements relating to the benefits, costs, and synergies~~assets, valuations, financial conditions, results of ~~the merger with Franklin Financial Network, Inc. (“Franklin”) (the “merger”), and FB Financial’s~~operations, future plans, ~~results,~~ strategies, and ~~expectations.~~

expectations, including statements regarding the Company’s Mortgage segment restructuring. 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,~~“project,” 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~~the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by ~~FB Financial~~the Company or any other person that such expectations, estimates, and projections will be achieved. Accordingly, ~~FB Financial~~the Company 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 global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which ~~we operate~~the Company operates and/or the US economy generally, (2) the ongoing effects of the COVID-19 pandemic, including the magnitude and duration of the pandemic and ~~its~~the emergence of new variants and the impact on ~~the economy,~~general economic and financial ~~markets,~~market conditions and on ~~our~~the Company’s business and ~~our~~the Company’s customers' business, results of operations, asset quality and financial condition, ~~as well as~~(3) vaccines' efficacy against the ~~efficacy, distribution, and public adoption of vaccines and the impact of the Delta variant of the coronavirus or the emergence of other~~virus, including new variants, ~~of the coronavirus, (3)~~(4) changes in government interest rate policies and its impact on ~~our~~the Company’s business, ~~net interest margin,~~NIM, and mortgage operations, ~~(4) our~~(5) the Company’s ability to effectively manage problem credits, ~~(5)~~(6) the ~~risk that the cost~~Company’s ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions, (7) difficulties and delays in integrating acquired businesses or fully realizing costs savings, ~~and any~~ revenue synergies and other benefits from future and prior acquisitions, (8) 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’sCompany’s ability to successfully execute its various business strategies, ~~(8) the impact of the recent change~~(9) changes in ~~the U.S. presidential administration~~state and ~~Congress~~federal legislation, regulations or policies applicable to banks and ~~any resulting impact on economic policy, capital markets, federal regulation, and the response to the COVD-19 pandemic; (8)~~other financial service providers, including legislative developments, (10) the potential impact of the ~~proposed~~ phase-out of ~~the~~ LIBOR or other changes involving LIBOR, ~~(9)~~(11) the effectiveness of ~~our cyber security~~the Company’s cybersecurity controls and procedures to prevent and mitigate attempted ~~intrusions; (10)~~intrusions, (12) the Company's dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, ~~(11)~~and (13) general competitive, economic, political, and market conditions, including global economic and political conditions. Further information regarding ~~FB Financial~~the Company and factors which could affect the forward-looking statements contained herein can be found in ~~FB Financial's~~the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, and in any of ~~FB Financial's~~the Company’s subsequent filings with the ~~Securities and Exchange Commission (the “SEC”).~~SEC. Many of these factors are beyond ~~FB Financial’s~~the Company’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 ~~filing,~~Report, and ~~FB Financial~~the Company 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~~the Company to predict their occurrence or how they will affect the company.

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

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 if applicable, are discussed in further detail in Note 1, "Basis of presentation," in the notes to our consolidated financial statements in ~~this~~our Annual Report.

~~Selected historical consolidated financial data~~

Financial highlights

The following table presents certain selected historical consolidated ~~financial~~income statement data and key performance indicators as of the dates or for the periods ~~indicated:~~indicated. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.

As of or for the three months ended As of or for the six months ended As of or for the year ended
June 30, June 30, December 31,
(dollars in thousands, except per share data
     and %) 2021 2020 2021 2020 2020
Statement of Income Data
Total interest income $ 96,329 $ 65,607 $ 191,114 $ 135,281 $ 314,644
Total interest expense 9,766 10,270 21,975 23,695 48,986
Net interest income 86,563 55,337 169,139 111,586 265,658
Provisions for credit losses (13,839) 25,921 (27,693) 55,486 107,967
Total noninterest income 49,300 81,491 116,030 124,191 301,855
Total noninterest expense 92,960 80,579 187,658 149,138 377,085
Income before income taxes 56,742 30,328 125,204 31,153 82,461
Income tax expense 13,440 7,455 29,028 7,535 18,832
   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 8 — 8 — 8
   Net income applicable to FB Financial
       Corporation $ 43,294 $ 22,873 $ 96,168 $ 23,618 $ 63,621
Net interest income (tax—equivalent basis) $ 87,321 $ 55,977 $ 170,689 $ 112,761 $ 268,497
Per Common Share
Basic net income $ 0.91 $ 0.71 $ 2.03 $ 0.75 $ 1.69
Diluted net income 0.90 0.70 2.00 0.74 1.67
Book value (1)
28.96 25.08 28.96 25.08 27.35
Tangible book value (4)
23.43 19.07 23.43 19.07 21.73
Cash dividends declared 0.11 0.09 0.22 0.18 0.36
Selected Balance Sheet Data
Cash and cash equivalents $ 1,717,097 $ 717,592 $ 1,717,097 $ 717,592 $ 1,317,898
Loans held for investment 7,198,954 4,827,023 7,198,954 4,827,023 7,082,959
Allowance for credit losses (5)
(144,663) (113,129) (144,663) (113,129) (170,389)
Loans held for sale, at fair value 821,529 435,479 821,529 435,479 899,173
Investment securities, at fair value 1,409,175 751,767 1,409,175 751,767 1,176,991
Other real estate owned, net 11,986 15,091 11,986 15,091 12,111
Total assets 11,918,367 7,255,536 11,918,367 7,255,536 11,207,330
Customer deposits 10,163,056 5,937,373 10,163,056 5,937,373 9,396,478
Brokered and internet time deposits 40,900 15,428 40,900 15,428 61,559
Total deposits 10,203,956 5,952,801 10,203,956 5,952,801 9,458,037
Borrowings 183,962 328,662 183,962 328,662 238,324
Total common shareholders' equity 1,371,721 805,216 1,371,721 805,216 1,291,289


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

	June 30,						June 30,						December 31,
(dollars in thousands, except per share data and %)	2022			2021			2022			2021			2021
Statement of Income Data


Net interest income	102,171			86,563			$	190,353		$	169,139		$	347,370
Provisions for credit losses	12,318			(13,839)			8,071			(27,693)			(40,993)
Total noninterest income	33,214			49,300			74,606			116,030			228,255
Total noninterest expense	96,997			92,960			186,269			187,658			373,567
Income before income taxes	26,070			56,742			70,619			125,204			243,051
Income tax expense	6,717			13,440			16,030			29,028			52,750
Net income applicable to noncontrolling interest	8			8			8			8			16
Net income applicable to FB Financial Corporation	$	19,345		$	43,294		$	54,581		$	96,168		$	190,285
Net income applicable to FB Financial Corporation and noncontrolling interest	19,353			43,302			54,589			96,176			190,301
Net interest income (tax-equivalent basis)	$	102,926		$	87,321		$	191,858		$	170,689		$	350,456
Per Common Share
Basic net income	$	0.41		$	0.91		$	1.15		$	2.03		$	4.01
Diluted net income	0.41			0.90			1.15			2.00			3.97
Book value (1)	28.15			28.96			28.15			28.96			30.13
Tangible book value (4)	22.67			23.43			22.67			23.43			24.67
Cash dividends declared	0.13			0.11			0.26			0.22			0.44





















Selected Ratios
Return on average:
Assets (2)	0.62		%	1.46		%	0.88		%	1.66		%	1.61		%
Common shareholders' equity (2)	5.74		%	13.0		%	7.95		%	14.7		%	14.0		%
Tangible common equity (4)	7.09		%	16.1		%	9.78		%	18.3		%	17.3		%
Average shareholders' equity to average assets	10.9		%	11.3		%	11.0		%	11.3		%	11.5		%
Net interest margin (tax-equivalent basis)	3.52		%	3.18		%	3.28		%	3.18		%	3.19		%
Efficiency ratio	71.6		%	68.4		%	70.3		%	65.8		%	64.9		%
Adjusted efficiency ratio (tax-equivalent basis) (4)	61.1		%	68.9		%	64.5		%	65.8		%	65.8		%
Loans held for investment to deposit ratio	81.8		%	70.6		%	81.8		%	70.6		%	70.2		%
Yield on interest-earning assets	3.80		%	3.53		%	3.54		%	3.59		%	3.53		%
Cost of interest-bearing liabilities	0.40		%	0.49		%	0.37		%	0.57		%	0.48		%
Cost of total deposits	0.25		%	0.31		%	0.22		%	0.36		%	0.30		%




Credit Quality Ratios
Allowance for credit losses to loans, net of unearned income (5)	1.46		%	2.01		%	1.46		%	2.01		%	1.65		%

Total nonperforming assets as a percentage of total assets	0.46		%	0.66		%	0.46		%	0.66		%	0.50		%
Net charge-offs as a percentage of average loans HFI	(0.09)		%	(0.02)		%	(0.03)		%	(0.03)		%	(0.08)		%
Nonperforming loans HFI to loans HFI, net of unearned income	0.51		%	0.83		%	0.51		%	0.83		%	0.62		%

5552

As of or for the three months ended As of or for the six months ended As of or for the year ended
June 30, June 30, December 31,
(dollars in thousands, except per share data
     and %) 2021 2020 2021 2020 2020
Selected Ratios
Return on average:
Assets (2)
1.46 % 1.30 % 1.66 % 0.70 % 0.75 %
Shareholders' equity (2)
13.0 % 11.6 % 14.7 % 6.07 % 6.58 %
Tangible common equity (4)
16.1 % 15.3 % 18.3 % 8.04 % 8.54 %
Average shareholders' equity to average
    assets 11.3 % 11.2 % 11.3 % 11.6 % 11.5 %
Net interest margin (tax-equivalent basis) 3.18 % 3.50 % 3.18 % 3.70 % 3.46 %
Efficiency ratio 68.4 % 58.9 % 65.8 % 63.3 % 66.4 %
Adjusted efficiency ratio (tax-equivalent
    basis) (4)
68.9 % 57.5 % 65.8 % 60.9 % 59.2 %
Loans held for investment to deposit ratio 70.6 % 81.1 % 70.6 % 81.1 % 74.9 %
Yield on interest-earning assets 3.53 % 4.14 % 3.59 % 4.48 % 4.09 %
Cost of interest-bearing liabilities 0.49 % 0.94 % 0.57 % 1.11 % 0.94 %
Cost of total deposits 0.31 % 0.65 % 0.36 % 0.79 % 0.62 %
Credit Quality Ratios
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)
243.0 % 324.8 % 243.0 % 324.8 % 264.3 %
Nonperforming loans to loans, net of unearned
income
0.83 % 0.72 % 0.83 % 0.72 % 0.91 %
Capital Ratios (Company)
Total common shareholders' equity to assets 11.5 % 11.1 % 11.5 % 11.1 % 11.5 %
Tier 1 capital (to average assets) 10.1 % 9.7 % 10.1 % 9.7 % 10.0 %
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)
14.9 % 13.4 % 14.9 % 13.4 % 15.0 %
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)
12.4 % 11.6 % 12.4 % 11.6 % 11.7 %
Capital Ratios (Bank)
Total common Shareholders' equity to assets 11.4 % 11.6 % 11.4 % 11.6 % 12.3 %
Tier 1 capital (to average assets) 9.72 % 9.70 % 9.72 % 9.70 % 10.5 %
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)
14.2 % 13.5 % 14.2 % 13.5 % 14.9 %
Common Equity Tier 1 (to risk-weighted assets)
(CET1) (3)
12.2 % 12.3 % 12.2 % 12.3 % 12.6 %


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

	June 30,				June 30,				December 31,
	2022		2021		2022		2021		2021
Capital Ratios (Company)
Total common shareholders' equity to assets	10.8	%	11.5	%	10.8	%	11.5	%	11.4	%
Tier 1 capital (to average assets)	10.2	%	10.1	%	10.2	%	10.1	%	10.5	%
Tier 1 capital (to risk-weighted assets (3)	11.8	%	12.7	%	11.8	%	12.7	%	12.6	%
Total capital (to risk-weighted assets) (3)	13.6	%	14.9	%	13.6	%	14.9	%	14.5	%
Tangible common equity to tangible assets (4)	8.90	%	9.52	%	8.90	%	9.52	%	9.51	%
Common Equity Tier 1 (to risk-weighted assets) (CET1) (3)	11.5	%	12.4	%	11.5	%	12.4	%	12.3	%
Capital Ratios (Bank)
Total common Shareholders' equity to assets	10.9	%	11.4	%	10.9	%	11.4	%	11.3	%
Tier 1 capital (to average assets)	10.0	%	9.72	%	10.0	%	9.72	%	10.2	%
Tier 1 capital (to risk-weighted assets) (3)	11.5	%	12.2	%	11.5	%	12.2	%	12.3	%
Total capital to (risk-weighted assets) (3)	13.4	%	14.2	%	13.4	%	14.2	%	14.1	%
Common Equity Tier 1 (to risk-weighted assets) (CET1) (3)	11.5	%	12.2	%	11.5	%	12.2	%	12.3	%

(1)Book value per share equals our total common 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 46,881,896, 47,360,950 ~~32,101,108,~~ and ~~47,220,743~~47,549,241 as of June 30, ~~2021,~~2022, June 30, ~~2020~~2021 and December 31, ~~2020,~~2021, respectively.

(2)We have calculated our return on average assets and return on average common equity for a period by dividing annualized net income or loss 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 common equity for a period by dividing the sum of our total asset balance or total ~~stockholder’s~~common shareholders' 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), and are therefore considered to be non-GAAP financial measures. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a reconciliation of these measures to their most comparable GAAP measures.

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

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, tangible common equity to tangible assets and return on average tangible common 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~~highlights 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~~highlights 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~~(tax-equivalent basis)

The adjusted efficiency ratio ~~(tax equivalent~~(tax-equivalent basis) is a non-GAAP measure that excludes certain gains (losses), ~~merger and conversion,~~Mortgage restructuring expenses, offering ~~and mortgage 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.

5753

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:


(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,			(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					(In Thousands, Except Share Data and %)			2022				2021				2022				2021				2021
Adjusted efficiency ratio (tax-equivalent basis)	Adjusted efficiency ratio (tax-equivalent basis)
Total noninterest expense	Total noninterest expense	$	92,960		$	80,579		$	187,658		$	149,138		$	377,085						Total noninterest expense		$	96,997			$	92,960			$	186,269			$	187,658			$	373,567

Less merger and conversion and offering expenses		605			1,586			605			4,636			34,879
Less mortgage restructuring expenses																					Less mortgage restructuring expenses		12,458				—				12,458				—				—
Less offering expenses																					Less offering expenses		—				605				—				605				605
Less gain on lease terminations	Less gain on lease terminations	(787)			—			(787)			—			—							Less gain on lease terminations		—				(787)				—				(787)				(787)
Less FHLB prepayment penalties		—			—			—			—			6,838

Less certain charitable contributions																					Less certain charitable contributions		—				—				—				—				1,422
Adjusted noninterest expense	Adjusted noninterest expense	$	93,142		$	78,993		$	187,840		$	144,502		$	335,368						Adjusted noninterest expense		$	84,539			$	93,142			$	173,811			$	187,840			$	372,327
Net interest income (tax-equivalent basis)	Net interest income (tax-equivalent basis)	$	87,321		$	55,977		$	170,689		$	112,761		$	268,497						Net interest income (tax-equivalent basis)		$	102,926			$	87,321			$	191,858			$	170,689			$	350,456
Total noninterest income	Total noninterest income	49,300			81,491			116,030			124,191			301,855							Total noninterest income		33,214				49,300				74,606				116,030				228,255
Less gain on change in fair value on commercial loans held for sale		1,364			—			511			—			3,228
Less cash life insurance benefit		—			—			—			—			715
Less (loss) gain on change in fair value on commercial loans held for sale																					Less (loss) gain on change in fair value on commercial loans held for sale		(2,010)				1,364				(2,184)				511				11,172
Less loss on swap cancellation																					Less loss on swap cancellation		—				—				—				—				(1,510)

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		(4)			(54)			(15)			(382)			(90)
Less gain (loss) from securities, net		144			(28)			227			35			1,631

Less (loss) gain on sales or write-downs of other real estate owned																					Less (loss) gain on sales or write-downs of other real estate owned		(26)				(23)				(524)				473				2,504
Less gain (loss) on other assets																					Less gain (loss) on other assets		18				(4)				82				(15)				323
Less (loss) gain from securities, net																					Less (loss) gain from securities, net		(109)				144				(261)				227				324
Adjusted noninterest income	Adjusted noninterest income	$	47,819		$	81,487		$	114,834		$	124,401		$	297,862						Adjusted noninterest income		$	35,341			$	47,819			$	77,493			$	114,834			$	215,442
Adjusted operating revenue	Adjusted operating revenue	$	135,140		$	137,464		$	285,523		$	237,162		$	566,359						Adjusted operating revenue		$	138,267			$	135,140			$	269,351			$	285,523			$	565,898
Efficiency ratio (GAAP)	Efficiency ratio (GAAP)	68.4		%	58.9		%	65.8		%	63.3		%	66.4		%					Efficiency ratio (GAAP)		71.6		%		68.4		%		70.3		%		65.8		%		64.9		%
Adjusted efficiency ratio (tax-equivalent basis)	Adjusted efficiency ratio (tax-equivalent basis)	68.9		%	57.5		%	65.8		%	60.9		%	59.2		%					Adjusted efficiency ratio (tax-equivalent basis)		61.1		%		68.9		%		64.5		%		65.8		%		65.8		%

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 common shareholders' equity to total assets.

The following table presents, as of the dates set forth below, tangible common equity compared with total common 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 common shareholders' equity to total assets:


		As of June 30,						As of December 31,				As of June 30,						As of December 31,
(In Thousands, Except Share Data and %)	(In Thousands, Except Share Data and %)	2021			2020			2020			(In Thousands, Except Share Data and %)	2022			2021			2021
Tangible Assets	Tangible Assets										Tangible Assets
Total assets	Total assets	$	11,918,367		$	7,255,536		$	11,207,330		Total assets	$	12,193,862		$	11,918,367		$	12,597,686
Adjustments:	Adjustments:										Adjustments:
Goodwill	Goodwill	(242,561)			(175,441)			(242,561)			Goodwill	(242,561)			(242,561)			(242,561)
Core deposit and other intangibles	Core deposit and other intangibles	(19,592)			(17,671)			(22,426)			Core deposit and other intangibles	(14,515)			(19,592)			(16,953)
Tangible assets	Tangible assets	$	11,656,214		$	7,062,424		$	10,942,343		Tangible assets	$	11,936,786		$	11,656,214		$	12,338,172
Tangible Common Equity	Tangible Common Equity										Tangible Common Equity
Total common shareholders' equity	Total common shareholders' equity	$	1,371,721		$	805,216		$	1,291,289		Total common shareholders' equity	$	1,319,852		$	1,371,721		$	1,432,602
Adjustments:	Adjustments:										Adjustments:
Goodwill	Goodwill	(242,561)			(175,441)			(242,561)			Goodwill	(242,561)			(242,561)			(242,561)
Core deposit and other intangibles	Core deposit and other intangibles	(19,592)			(17,671)			(22,426)			Core deposit and other intangibles	(14,515)			(19,592)			(16,953)
Tangible common equity	Tangible common equity	$	1,109,568		$	612,104		$	1,026,302		Tangible common equity	$	1,062,776		$	1,109,568		$	1,173,088
Common shares outstanding	Common shares outstanding	47,360,950			32,101,108			47,220,743			Common shares outstanding	46,881,896			47,360,950			47,549,241
Book value per common share	Book value per common share	$	28.96		$	25.08		$	27.35		Book value per common share	$	28.15		$	28.96		$	30.13
Tangible book value per common share	Tangible book value per common share	$	23.43		$	19.07		$	21.73		Tangible book value per common share	$	22.67		$	23.43		$	24.67
Total common shareholders' equity to total assets	Total common shareholders' equity to total assets	11.5		%	11.1		%	11.5		%	Total common shareholders' equity to total assets	10.8		%	11.5		%	11.4		%
Tangible common equity to tangible assets	Tangible common equity to tangible assets	9.52		%	8.67		%	9.38		%	Tangible common equity to tangible assets	8.90		%	9.52		%	9.51		%

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' equity:

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


	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
(In Thousands, Except %)	2022			2021			2022			2021			2021
Return on average tangible common equity
Total average common shareholders' equity	$	1,352,701		$	1,339,938		$	1,384,269		$	1,321,947		$	1,361,637
Adjustments:
Average goodwill	(242,561)			(242,561)			(242,561)			(242,561)			(242,561)
Average intangibles, net	(15,144)			(20,253)			(15,757)			(20,970)			(19,606)
Average tangible common equity	$	1,094,996		$	1,077,124		$	1,125,951		$	1,058,416		$	1,099,470
Net income applicable to FB Financial Corporation	$	19,345		$	43,294		$	54,581		$	96,168		$	190,285
Return on average common shareholders' equity	5.74		%	13.0		%	7.95		%	14.7		%	14.0		%
Return on average tangible common equity	7.09		%	16.1		%	9.78		%	18.3		%	17.3		%

5955

~~Overview~~Company overview

We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our ~~wholly owned~~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, Kentucky, Alabama and North Georgia, and mortgage offices across the Southeast. As of June 30, ~~2021,~~2022, our footprint included 81 full-service branches serving the following Tennessee Metropolitan Statistical Areas: Nashville, Chattanooga (including North Georgia), Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky and Birmingham, 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.~~States.

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, ~~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~~Recent developments

~~During 2020,~~Mortgage restructuring

On May 10, 2022, we announced 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~~restructuring of our Mortgage segment (referred to herein as "Mortgage restructuring"), including the exit from our direct-to-consumer channel, which is one of two delivery channels 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 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 most restrictions were lifted and vaccines became widely available during the first half of 2021, duringMortgage segment. For the three months ended June 30, 2022 and 2021, ~~concern began building regarding the potential impact the new Delta variant of the virus may have on the global economy~~our direct-to-consumer delivery channel comprised 13.7% 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.

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 shares51.5% 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~~interest rate lock volume and 37.4% and 54.9% of the Company's ~~common stock on~~sales volume, respectively. For 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~~six months ended June 30, 2022 and ~~liabilities assumed in the transaction.~~

The transaction added a new subsidiary to the Company, FirstBank Risk Management, 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., which provides investment services to the Bank. FBIT has a wholly owned subsidiary, FirstBank Investments of Nevada, Inc. to provide investment services to FBIT. FBIN has a controlling interest in a subsidiary, FirstBank Preferred Capital, Inc., which serves as a real estate investment trust, 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.~~2021, our direct-to-consumer delivery channel comprised 33.0% 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 shares50.9% of the Company's ~~common stock (utilizing~~total interest rate lock volume and 45.3% and 53.9% of the Company's ~~market price~~sales volume, respectively. As a result of ~~$36.70 on February 14, 2020)~~exiting this channel, we recorded restructuring expenses of $12.5 million during the three and ~~$15.0 million~~six months ended June 30, 2022 and expect to complete the wind-down of the channel in ~~cash consideration.~~the third quarter of 2022. The ~~acquisition resulted~~current repositioning of our Mortgage segment will not be reported as discontinued operations. We plan to continue originating and selling residential mortgage loans within our Mortgage segment through our traditional consumer-facing mortgage retail channel, retain mortgage servicing rights and continue holding residential 1-4 family mortgage loans in ~~$6.3 million of goodwill.~~our loan portfolio.

Overview of recent financial performance

Results of operations

Three months ended June 30, ~~2021~~2022 compared to the three months ended June 30, ~~2020~~2021

Our net income ~~increased~~decreased during the three months ended June 30, ~~2021~~2022 to ~~$43.3~~$19.4 million, updown from ~~$22.9~~$43.3 million for the three months ended June 30, ~~2020.~~2021. Diluted earnings per common share ~~was~~were $0.41 and $0.90 ~~and $0.70~~ for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Our net income represented a return on average assets, or ROAA, of ~~1.46%~~0.62% and ~~1.30%~~1.46% for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively and a return on average shareholders’ equity, or ROAE, of ~~13.0%~~5.74% and ~~11.6%~~13.0% for the same periods. Our ratio of return on average tangible common equity, or ROATCE for the three months ended June 30, 2022 and 2021 was 7.09% and ~~2020 was~~ 16.1% ~~and 15.3%~~, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on average tangible common equity.

During the three months ended June 30, ~~2021,~~2022, our net interest income ~~before the provision for credit losses~~ increased to ~~$86.6~~$102.2 million compared with ~~$55.3~~$86.6 million for the three months ended June 30, ~~2020.~~2021. Our net interest margin, on a tax-equivalent basis, ~~decreased~~increased to 3.52% for the three months ended June 30, 2022, compared with 3.18% for the three months ended June 30, ~~2021, compared with 3.50% for~~2021. The increase was primarily driven by our loan growth, increased interest rates and a shift in balance sheet composition during 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 for2022 compared to the three months ended June 30, 2021. ~~Whereas, for the three months ended June 30, 2020,~~The change in our balance sheet composition was illustrated by a decrease in excess liquidity, ~~negatively impacted our NIM by approximately 7 basis points. We~~which we estimate ~~our excess liquidity~~ to be interest-bearing deposits with other financial institutions in excess of 5% of average tangible assets. Excess liquidity is estimated to have negatively impacted our NIM by approximately 14 basis points for the three months ended June 30, 2022. This compares to excess liquidity representing an estimated 37 basis points of negative impact to NIM during the three months ended June 30, 2021.

We ~~incurred~~experienced a decrease in noninterest income of ~~$32.2~~$16.1 million to ~~$49.3~~$33.2 million for the three months ended June 30, ~~2021,~~2022, compared with ~~$81.5~~$49.3 million for the same period in the prior year. The decrease of $12.9 million in mortgage banking income was the primary driver for the downward movement in noninterest income, which was a result of ~~lower~~a 60.5% decrease in interest rate lock ~~volumes~~volume in addition to margin compression during the three months ended June 30, ~~2021~~2022 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~~2021.

Noninterest expense increased to $97.0 million ~~(including a reversal of provision for credit losses on unfunded commitments of $1.0 million)~~ for the three months ended June 30, ~~2021~~2022, 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~~with $93.0 million for the three months ended June 30, ~~2021, compared with $80.6~~2021. The increase in noninterest expense reflects costs related to our Mortgage restructuring amounting to $12.5 million for the three months ended June 30, ~~2020. The increase in noninterest expense is reflective of the increases~~2022 partially offset by decreases in salaries, commissions and ~~personnel-related costs from the incremental head count associated with our growth, including the impact of our acquisition of Franklin.~~

employee benefit expenses due to a decrease in mortgage production volume.

Six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020~~2021

Our net income ~~increased~~decreased during the six months ended June 30, ~~2021~~2022 to ~~$96.2~~$54.6 million from ~~$23.6~~$96.2 million for the six months ended June 30, ~~2020.~~2021. Diluted earnings per common share ~~was~~were $1.15 and $2.00 ~~and $0.74~~ for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Our net income represented a return on average assets of ~~1.66%~~0.88% and ~~0.70%~~1.66% for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and a return on average equity of ~~14.7%~~7.95% and ~~6.07%~~14.7% for the same periods. Our ratio of return on average tangible common equity for the six months ended June 30, 2022 and 2021 were 9.78% and ~~2020 was~~ 18.3% ~~and 8.04%~~, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on average tangible common equity.

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

During the six months ended June 30, ~~2021,~~2022, our net interest income ~~before provisions for credit losses~~ increased to ~~$169.1~~$190.4 million compared with ~~$111.6~~$169.1 million in the six months ended June 30, ~~2020.~~ 2021. The increase was primarily driven by an increase in loan production volume and increased interest rates, offset primarily by decreased excess liquidity, which was reinvested in available-for-sale securities.

Our net interest margin, on a tax-equivalent basis, ~~decreased~~increased to 3.28% for the six months ended June 30, 2022 as compared to 3.18% for the six months ended June 30, ~~2021 as~~2021. In addition to an increase in average loans HFI of $1.00 billion for the six months ended June 30, 2022 compared to ~~3.70%~~the six months ended June 30, 2021, our NIM was also influenced by a reduction in excess liquidity carried on the balance sheet, which we estimate negatively impacted our NIM by approximately 22 basis points for the six months ended June 30, ~~2020, influenced by a sustained low interest 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~~2022 compared to 35 basis points for the six months ended June 30, ~~2021 compared to 4 basis points for the six months ended June 30, 2020.~~2021.

Noninterest income for the six months ended June 30, ~~2021~~2022 decreased by ~~$8.2~~$41.4 million to ~~$116.0~~$74.6 million, down from ~~$124.2~~$116.0 million ~~for~~in the same period in the prior ~~year period.~~year. The decrease in noninterest income was primarily ~~driven by an~~made up of a $38.7 million decrease in mortgage banking income ~~of $14.1 million~~for the six months ended June 30, 2022 compared to ~~$90.8 million, which was partially offset~~the six months ended June 30, 2021. These results were impacted by ~~increases~~lower interest rate lock volumes and compressing margins in ~~both ATM and interchange fee income and investment services and trust income, reflecting the increase in commerce~~our Mortgage segment during the six months ended June 30, ~~2021~~2022 compared with the six months ended June 30, ~~2020.~~2021.

Noninterest expense ~~increased~~decreased to $186.3 million for the six months ended June 30, 2022, compared with $187.7 million for the six months ended June 30, ~~2021, compared with $149.1 million for the six months ended June 30, 2020.~~2021. The ~~increase~~decrease in noninterest expense is reflective of the ~~increases~~$17.3 million decrease in salaries, commissions and ~~personnel-related~~employee-related costs ~~from the incremental head 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 increased~~Mortgage segment related to the reduction in mortgage production, which was partially offset by ~~6.34% to $11.92 billion as of~~mortgage restructuring expenses incurred during the six months ended June 30, ~~2021, as~~2022 compared to ~~$11.21 billion as of December 31, 2020. This increase reflects increased liquidity~~the same period in the form of cash and cash equivalents of $399.2 million to $1.72 billion as of June 30, 2021 from $1.32 billion as of December 31, 2020, in addition to an increase of available-for-sale debt securities of $232.0 million to $1.40 billion as of June 30, 2021 from $1.17 billion as of December 31, 2020.prior year.

Business segment highlights

We operate our business in two business segments: Banking and Mortgage. 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 June 30, 2020 have been revised to reflect this realignment. See Note ~~12,~~11, “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~~decreased for the three months ended June 30, ~~2021~~2022 to ~~$56.2~~$41.2 million, compared to ~~a loss of $3.3~~$56.2 million for the three months ended June 30, ~~2020.~~2021. These results were primarily driven by ~~reversals~~an increase in provisions for credit losses of ~~$13.8~~$26.2 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~~$12.3 million (including a provision for credit losses on unfunded commitments of ~~$1.9~~$4.1 million) for the three months ended June 30, ~~2020.~~2022 compared to a net reversal in provisions for credit losses of $13.8 million for the three months ended June 30, 2021, reflecting our growth in loans held for investment. Noninterest income ~~increased~~decreased to $10.7 million in the three months ended June 30, 2022 as compared to $14.0 million in the three months ended June 30, ~~2021 as compared to $9.3 million~~2021. The decrease in our noninterest income during the three months ended June 30, ~~2020.~~ 2022 is partially attributable to a $2.0 million loss on the change in the fair value of our commercial loans held for sale which is a decrease of $3.4 million from the $1.4 gain recognized during the three months ended June 30, 2021.

Noninterest expense ~~increased $16.2~~during the three months ended June 30, 2022 was $59.3 million, which remained relatively steady compared to $58.2 million of noninterest expense 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.~~2021.

Income before taxes from the Banking segment ~~increased~~decreased for the six months ended June 30, ~~2021~~2022 to ~~$108.3~~$86.1 million, compared to ~~a loss of $10.5~~$108.3 million for the six months ended June 30, ~~2020. These results were primarily driven by increases in net~~2021. Net interest income ~~of $57.6~~increased by $21.2 million to $190.4 million during the six months ended June 30, 2022 compared to $169.2 million during the six months ended June 30, ~~2021 compared to $111.6 million during the six months ended June 30, 2020.~~2021. Our provisions for credit losses on loans held for investment and unfunded loan commitments resulted in ~~a reversal of $27.7~~$8.1 million of provision expense during the six months ended June 30, ~~2021~~2022 compared to ~~expense~~$27.7 million reversal of ~~$55.5 million~~provision expense in the same period in the previous year. Noninterest income ~~increased~~decreased to $22.7 million in the six months ended June 30, 2022 as compared to $25.4 million in the six months ended June 30, ~~2021 as compared~~2021. Similar to ~~$19.3 million~~the discussion above, the change in the fair value of our commercial loans held for sale was one of the main drivers in the decrease in our noninterest income period-over-period. During the six months ended June 30, ~~2020.~~2022, we recognized $2.2 loss on the change in the in the fair value of our commercial loans held for sale compared to a $0.5 million gain for the six months ended June 30, 2021. Noninterest expense ~~increased $28.1 million to $113.9~~was $118.9 million for six months ended June 30, ~~2021 due~~2022 which is a 4.37% increase compared to ~~increases~~the same period in ~~salaries, commissions and employee benefits associated with our growth, including~~ the ~~impact of additional headcount resulting from our acquisition of Franklin and investment in additional revenue producers in our markets.~~previous year.

Mortgage

~~Income before taxes from the~~The Mortgage segment ~~decreased~~reported a pre-tax loss of $15.2 million for the three months ended June 30, 2022, compared to income of $0.5 million for the three months ended June 30, ~~2021, compared~~2021. The loss includes $12.5 million in Mortgage restructuring expenses associated with ~~$33.6~~the wind-down of our direct-to-consumer internet delivery channel incurred during the three months ended June 30, 2022. Noninterest income decreased by $12.8 million to $22.5 million for the three months ended June 30, ~~2020;~~2022, compared with $35.3 million for the three months ended June 30, 2021, primarily related to a decrease in mortgage banking income and slowdown in production volume.

Noninterest expense for the three months ended June 30, 2022 and 2021 was $37.7 million and $34.8 million, respectively, and total noninterest expense excluding mortgage restructuring expenses for the three months ended June 30, 2022 was $25.2 million. This reflects a decrease in salaries, commissions and employee benefits due to a reduction in production volume is 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~~

Activity in our Mortgage segment resulted in a pre-tax net loss of $15.4 million for the ~~three~~six months ended June 30, ~~2021,~~2022 as compared ~~with $72.2 million the three months ended June 30, 2020.~~

~~Noninterest expense for the three months ended June 30, 2021 and 2020 was $34.8 million and $38.5 million, respectively. Lower noninterest expenses were mainly attributable~~ to ~~decreased mortgage commissions and other costs associated with the lower volume during the three months ended June 30, 2021 compared with the three months ended June 30, 2020.~~

~~Income before taxes from the Mortgage segment decreased to~~income of $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~~2021. There was a decrease in mortgage banking income of ~~$14.1~~$38.7 million to ~~$90.8~~$52.1 million during the six months ended June 30, ~~2021~~2022 compared to ~~$104.9~~$90.8 million for the six months ended June 30, ~~2020.~~2021. This was a result of a ~~15.4%~~45.1% decrease in interest rate lock volume during the six months ended June 30, ~~2021~~2022 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 slowdown in interest rate lock volume during the six months ended June 30, 2021 reflects the slow down experienced across the industry compared 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 six months ended June 30, 2022 and 2021 was $67.4 million and ~~2020 was~~ $73.7 million, respectively, reflecting decreases in commissions and ~~$63.3~~incentive costs associated with the decrease in production volume partially offset by mortgage restructuring expenses of $12.5 million ~~respectively. This increase~~ during the ~~six months ended June 30, 2021 is mainly attributable to additional hiring which was driven by~~current period compared with the ~~increased volume our business lines were experiencing. Headcount also increased following our 2020 acquisitions.~~same period in the previous year.

Further discussion on the components of mortgage banking income isand additional details related to the Mortgage restructuring are included under the ~~subheading~~subheadings 'Noninterest income' and 'Noninterest expense', respectively, included within this management's discussion and analysis.

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 June 30, ~~2021~~2022 and ~~2020.~~2021.

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~~or amortization of discounts or premiums 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~~During the three and six months ended June 30, 2022, the US Treasury yield curve inverted as long-term rates increased at a slower pace than short-term rates. This compares 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~~three and six months ended June 30, 2020 and maintained this rate as of 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 expects only slight rate increases over the next 24 months and expects a Federal Funds 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 first half of 2021, when the US Treasury yield curve steepened as long-term rates rose and short-term rates remained constant. ~~During~~The Federal Funds Target Rate range was 0% - 0.25% and 1.50% - 1.75% as of December 31, 2021 and June 30, 2022, respectively. Effective July 28, 2022, the ~~first half of 2020,~~Federal Reserve increased the ~~US Treasury curve flatten as long-term~~target range for the federal funds rate to 2.25% to 2.50% and ~~short-term decreased significantly.~~additional increases in the target range are anticipated to slow inflation.

Three months ended June 30, ~~2021~~2022 compared to three months ended June 30, ~~2020~~2021

~~Net~~On a tax-equivalent basis, net interest income increased ~~56.4%~~by $15.6 million to ~~$86.6~~$102.9 million for the three months ended June 30, ~~2021~~2022 as compared ~~to $55.3 million in the three months ended June 30, 2020. On a tax-equivalent basis, net interest income increased $31.3 million~~ to $87.3 million for the three months ended June 30, ~~2021 as compared to $56.0 million for the three months ended June 30, 2020.~~2021. The increase in tax-equivalent net interest income for the three months ended June 30, ~~2021~~2022 was primarily driven by an increase in ~~the~~ volume inof loans held for investment combined with a decrease in our cost of funding, specifically our ~~borrowing~~interest rate on ~~customer time~~money market deposits, which decreased to ~~0.63%~~0.20% for the three months ended June 30, ~~2021~~2022 compared to ~~1.78%~~0.38% for the three months ended June 30, ~~2020.~~2021.

Interest income, on a tax-equivalent basis, was $111.0 million for the three months ended June 30, 2022, compared to $97.1 million for the three months ended June 30, 2021, ~~compared~~an increase of $13.9 million. This increase was largely driven by growth in our loans HFI portfolio. Interest income on loans HFI, on a tax-equivalent basis, increased $13.3 million to ~~$66.2~~$96.7 million for the three months ended June 30, ~~2020, an increase of $30.8 million. Interest income on loans held for investment, on a tax-equivalent basis, increased $25.2 million to~~2022 from $83.4 million for the three months ended June 30, 2021 ~~from $58.2 million for the three months ended June 30, 2020~~ primarily due to an increase in average ~~balances~~loans HFI of ~~loans held for investment of $2.31~~$1.24 billion. The increased volume attributed $14.4 million to the total increase in ~~the average loan balances period over period reflects the $2.43 billion loan portfolio acquired in the Franklin merger offset by a decrease of $116.9 million in average PPP~~interest income from loans ~~during the three months ended June 30, 2021 from an average balance of $234.3 million for the three months ended June 30, 2020.~~ HFI.

The tax-equivalent yield on loans held for investment was ~~4.72%~~4.66% for the three months ended June 30, ~~2021,~~2022, down 186 basis points from the three months ended June 30, ~~2020.~~2021. The decrease in yield was primarily due to ~~sustained low~~loans with higher contractual rates maturing and loans originated at lower interest rates. Contractual loan interest rates ~~during~~yielded 4.24% in the three months ended June 30, ~~2021~~2022 compared with ~~the contractual rates of loans paid off or refinanced during the period. Contractual loan interest rates yielded~~ 4.31% in the three months ended June 30, ~~2021 compared with 4.57% in the three months ended June 30, 2020.~~2021. Excluding PPP loans, which have a 1%1.00% contractual loan yield, our contractual loan yield would have been 6 basis points higher for three months ended June 30, 2021. PPP loans did not impact our contractual loan yield for the three months ended June 30, 2022.

Our NIM, on a tax-equivalent basis, increased to 3.52% during the three months ended June 30, 2022 from 3.18% in the three months ended June 30, 2021, driven a change in balance sheet mix which is reflected in our average interest-bearing deposits with other financial institutions to average earning assets ratio which decreased to 9.23% for the three months ended June 30, 2022 compared to ~~18 points higher~~14.7% for the ~~same period of the prior year.~~three months ended June 30, 2021.

6459

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 NIM for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, were as follows:

Three 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)
$ 76,127 4.31 % $ 54,233 4.57 %
Origination and other loan fee income(2)
6,928 0.39 % 2,823 0.24 %
(Amortization) accretion on purchased loans (226) (0.01) % 976 0.08 %
Nonaccrual interest collections 535 0.03 % 169 0.01 %
Total loan yield $ 83,364 4.72 % $ 58,201 4.90 %


	Three Months Ended June 30,
	2022				2021
(dollars in thousands)	Interest income		Average yield		Interest income		Average yield
Loans HFI yield components:
Contractual interest rate on loans held for investment(1)(2)	$	88,005	4.24	%	$	76,127	4.31	%
Origination and other loan fee income(2)	6,927		0.33	%	6,928		0.39	%
Accretion (amortization) on purchased loans	64		—	%	(226)		(0.01)	%
Nonaccrual interest collections	546		0.03	%	535		0.03	%
Syndicated fee income	1,150		0.06	%	—		—	%
Total loans HFI yield	$	96,692	4.66	%	$	83,364	4.72	%

1.Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.

~~(1)Includes tax-equivalent adjustment.~~

~~(2)~~2.Includes $0.3 ~~million and $0.6~~ million of loan contractual interest and $1.1 ~~million and $0.6~~ million of loan fees related to PPP loans for three months ended June 30, ~~2021~~2021. Amounts in the current period are not meaningful.

Origination and ~~2020, respectively.~~

~~Accretion on purchased loans lowered~~other loan fees including syndication fee income increased the NIM by 128 basis point for the three months ended June 30, ~~2021 and contributed 6~~2022 compared to a 25 basis ~~points to the NIM~~point increase for the three months ended 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. Excluding PPP loans, which have a contractual interest rate of 1%, our NIM would have been 5 and 11 basis points higher for the three months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, we anticipate recognizing an estimated $0.4 million in deferred origination fees, net of third party costs and deferred salaries, over the remaining life of the PPP loan portfolio.2021.

Interest expense was ~~$9.8~~$8.0 million for the three months ended June 30, ~~2021,~~2022, a decrease of ~~$0.5~~$1.7 million as compared to the three months ended June 30, ~~2020.~~2021. The primary driver was ~~the~~a decrease in interest expense on ~~time~~money market deposits of ~~$3.0~~$1.4 million to ~~$2.4~~$1.4 million for the three months ended June 30, ~~2021,~~2022, compared to ~~$5.4~~$2.8 million for the three months ended June 30, ~~2020~~2021 which was partially offset by an increase in interest expense on ~~subordinated debt~~interest-bearing checking deposits of ~~$1.4~~$0.6 for the same period. Further, during the first quarter of 2022, we entered into three designated fair value hedges to mitigate the effect of changing rates on various fixed rate liabilities, including certain money market deposits and subordinated debt. The ~~average rate~~fair value hedge on ~~customer time~~money market deposits ~~decreased 115 basis points from 1.78% for~~lowered interest expense by $0.4 million during 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 for the 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 issuance in the last half of 2020 and additional subordinated debt we assumed in the Franklin merger.2022.

6560

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 June 30,												Three Months Ended June 30,
		2021						2020							2022				2021
(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)	$	7,085,300	$	83,364	4.72	%	$	4,775,229	$	58,201	4.90	%			Loans(2)(4)	$	8,323,778	$	96,692	4.66	%	$	7,085,300	$	83,364	4.72	%
Loans held for sale- mortgage(8)	Loans held for sale- mortgage(8)	726,782		4,948		2.73	%	358,108		2,947		3.31	%			Loans held for sale- mortgage(8)	215,779		2,350		4.37	%	726,782		4,948		2.73	%
Loans held for sale-commercial	Loans held for sale-commercial	152,699		1,626		4.27	%	—		—		—	%			Loans held for sale-commercial	56,460		718		5.10	%	152,699		1,626		4.27	%
Securities:(8)	Securities:(8)															Securities:(8)
Taxable	Taxable	976,170		3,844		1.58	%	494,987		2,619		2.13	%			Taxable	1,474,999		6,499		1.77	%	976,170		3,844		1.58	%
Tax-exempt(4)	Tax-exempt(4)	323,902		2,614		3.24	%	236,161		2,174		3.70	%			Tax-exempt(4)	307,719		2,492		3.25	%	323,902		2,614		3.24	%
Total Securities(4)	Total Securities(4)	1,300,072		6,458		1.99	%	731,148		4,793		2.64	%			Total Securities(4)	1,782,718		8,991		2.02	%	1,300,072		6,458		1.99	%
Federal funds sold and reverse repurchase agreements’	Federal funds sold and reverse repurchase agreements’	106,257		41		0.15	%	50,402		10		0.08	%			Federal funds sold and reverse repurchase agreements’	221,929		421		0.76	%	106,257		41		0.15	%
Interest-bearing deposits with other financial institutions	Interest-bearing deposits with other financial institutions	1,614,106		494		0.12	%	509,283		194		0.15	%			Interest-bearing deposits with other financial institutions	1,081,474		1,551		0.58	%	1,614,106		494		0.12	%
FHLB stock	FHLB stock	31,731		156		1.97	%	16,871		102		2.43	%			FHLB stock	34,536		246		2.86	%	31,731		156		1.97	%
Total interest earning assets(4)	Total interest earning assets(4)	11,016,947		97,087		3.53	%	6,441,041		66,247		4.14	%			Total interest earning assets(4)	11,716,674		110,969		3.80	%	11,016,947		97,087		3.53	%
Noninterest Earning Assets:	Noninterest Earning Assets:															Noninterest Earning Assets:
Cash and due from banks	Cash and due from banks	134,501						58,304								Cash and due from banks	91,230						134,501
Allowance for credit losses	Allowance for credit losses	(157,990)						(91,196)								Allowance for credit losses	(120,297)						(157,990)
Other assets(3)	Other assets(3)	906,992						666,463								Other assets(3)	739,872						906,992
Total noninterest earning assets	Total noninterest earning assets	883,503						633,571								Total noninterest earning assets	710,805						883,503
Total assets	Total assets	$	11,900,450					$	7,074,612							Total assets	$	12,427,479					$	11,900,450
Interest-bearing liabilities:	Interest-bearing liabilities:															Interest-bearing liabilities:
Interest bearing deposits:	Interest bearing deposits:															Interest bearing deposits:
Interest-bearing checking	Interest-bearing checking	$	3,027,435	$	2,689	0.36	%	$	1,161,593	$	1,717	0.59	%			Interest-bearing checking	$	3,415,135	$	3,285	0.39	%	$	3,027,435	$	2,689	0.36	%
Money market(5)	Money market(5)	2,960,264		2,816		0.38	%	1,422,344		2,179		0.62	%			Money market(5)	2,842,026		1,416		0.20	%	2,960,264		2,816		0.38	%
Savings deposits	Savings deposits	411,711		57		0.06	%	254,357		41		0.06	%			Savings deposits	508,511		68		0.05	%	411,711		57		0.06	%
Customer time deposits(5)	Customer time deposits(5)	1,291,125		2,016		0.63	%	1,197,960		5,292		1.78	%			Customer time deposits(5)	1,129,668		1,798		0.64	%	1,291,125		2,016		0.63	%
Brokered and internet time deposits(5)	Brokered and internet time deposits(5)	39,860		341		3.43	%	16,844		80		1.91	%			Brokered and internet time deposits(5)	6,387		24		1.51	%	39,860		341		3.43	%
Time deposits	Time deposits	1,330,985		2,357		0.71	%	1,214,804		5,372		1.78	%			Time deposits	1,136,055		1,822		0.64	%	1,330,985		2,357		0.71	%
Total interest-bearing deposits	Total interest-bearing deposits	7,730,395		7,919		0.41	%	4,053,098		9,309		0.92	%			Total interest-bearing deposits	7,901,727		6,591		0.33	%	7,730,395		7,919		0.41	%
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	32,543		21		0.26	%	32,451		50		0.62	%			Securities sold under agreements to repurchase and federal funds purchased	27,233		12		0.18	%	32,543		21		0.26	%
Federal Home Loan Bank advances		—		—		—	%	250,000		405		0.65	%

Subordinated debt(6)	Subordinated debt(6)	149,155		1,819		4.89	%	30,930		399		5.19	%			Subordinated debt(6)	129,691		1,434		4.43	%	149,155		1,819		4.89	%
Other borrowings	Other borrowings	1,569		7		1.79	%	15,000		107		2.87	%			Other borrowings	1,480		6		1.63	%	1,569		7		1.79	%
Total other interest-bearing liabilities	Total other interest-bearing liabilities	183,267		1,847		4.04	%	328,381		961		1.18	%			Total other interest-bearing liabilities	158,404		1,452		3.68	%	183,267		1,847		4.04	%
Total Interest-bearing liabilities	Total Interest-bearing liabilities	7,913,662		9,766		0.49	%	4,381,479		10,270		0.94	%			Total Interest-bearing liabilities	8,060,131		8,043		0.40	%	7,913,662		9,766		0.49	%
Noninterest bearing liabilities:	Noninterest bearing liabilities:															Noninterest bearing liabilities:
Demand deposits	Demand deposits	2,484,176						1,728,343								Demand deposits	2,879,662						2,484,176
Other liabilities	Other liabilities	162,581						169,085								Other liabilities	134,892						162,581
Total noninterest-bearing liabilities	Total noninterest-bearing liabilities	2,646,757						1,897,428								Total noninterest-bearing liabilities	3,014,554						2,646,757
Total liabilities	Total liabilities	10,560,419						6,278,907								Total liabilities	11,074,685						10,560,419
FB Financial Corporation common shareholders' equity	FB Financial Corporation common shareholders' equity	1,339,938						795,705								FB Financial Corporation common shareholders' equity	1,352,701						1,339,938
Noncontrolling interest	Noncontrolling interest	93						—								Noncontrolling interest	93						93
Shareholders' equity	Shareholders' equity	1,340,031						795,705								Shareholders' equity	1,352,794						1,340,031
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	11,900,450					$	7,074,612							Total liabilities and shareholders' equity	$	12,427,479					$	11,900,450
Net interest income (tax-equivalent basis)	Net interest income (tax-equivalent basis)			$	87,321					$	55,977					Net interest income (tax-equivalent basis)			$	102,926					$	87,321
Interest rate spread (tax-equivalent basis)	Interest rate spread (tax-equivalent basis)					3.04	%					3.20	%			Interest rate spread (tax-equivalent basis)					3.40	%					3.04	%
Net interest margin (tax-equivalent basis)(7)	Net interest margin (tax-equivalent basis)(7)					3.18	%					3.50	%			Net interest margin (tax-equivalent basis)(7)					3.52	%					3.18	%
Cost of total deposits	Cost of total deposits					0.31	%					0.65	%			Cost of total deposits					0.25	%					0.31	%
Average interest-earning assets to average interesting-bearing liabilities	Average interest-earning assets to average interesting-bearing liabilities					139.2	%					147.0	%			Average interest-earning assets to average interesting-bearing liabilities					145.4	%					139.2	%

(1)Calculated using daily averages.

(2)Average balances of nonaccrual loans are included in average loan balances. ~~Loan fees~~Syndicated loan fee income of $1.2 million and $0 million, origination and other loan fee income of $6.9 million and ~~$2.8~~$6.9 million, net accretion (amortization) ~~accretion~~ of ~~$(0.2)~~$0.1 million and ~~$1.0~~$(0.2) million, and nonaccrual interest collections of $0.5 million and ~~$0.2~~$0.5 million are included in interest income in the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, 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 $0.6 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 six months ended 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 were $0.8 million for both the three months ended June 30, 2022 and 2021.

(5)Includes $0.9 million and $0.9 million of interest rate premium accretion on money market deposits, $207 thousand and $625 thousand of interest rate premium accretion on customer time deposits and $11 thousand and $127 thousand of interest rate premium accretion on brokered and internet deposits for the three months ended June 30, 2022 and 2021, respectively.

(6)Includes $114 thousand of interest rate premium accretion on subordinated debt for the three months ended June 30, 2021. There was no such accretion for three months ended June 30, 2022.

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

(8)Excludes the average balance for unrealized gains (losses) for mortgage loans held for sale and investments carried at fair value.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

On a tax-equivalent basis, net interest income increased $21.2 million to $191.9 million for the six months ended June 30, 2022 as compared to $170.7 million for the six months ended June 30, 2021. The increase in tax-equivalent net interest income for the six months ended June 30, 2022 was primarily driven by an increase in the ~~above table were $1.6~~average volume of loans held for investment outstanding, coupled with a decrease in overall cost of deposits, which declined to 0.22% for the six months ended June 30, 2022, a 14 basis point reduction from the six months ended June 30, 2021.

Interest income, on a tax-equivalent basis, was $206.8 million ~~and $1.2~~for the six months ended June 30, 2022, compared to $192.7 million for the six months ended June 30, 2021, an increase of $14.1 million. Interest income on loans held for investment, on a tax-equivalent basis, increased $12.8 million to $179.2 million for the six months ended June 30, 2022 from $166.4 million for the six months ended June 30, 2021. This is due to an increase in the average loans held for investment balance outstanding which increased to $8.04 billion for the six months ended June 30, 2022 compared to $7.04 billion for the six months ended June 30, 2021. The increase in average loan balance is due to the increased economic activity in our primary markets and combined with lower than expected payoffs during the period. The effect of the increase in the average loans held for investment balance outstanding was partially offset by a 28 basis point decrease in the average yield on loans HFI period-over-period to 4.49% for the six months ended June 30, 2022. 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 4.18% in the six months ended June 30, 2022 compared with 4.35% in the six months ended June 30, 2021. Excluding PPP loans, which have a 1% contractual loan yield, our contractual loan yield would have been 7 points higher for the six months ended June 30, 2021. PPP loans did not impact our contractual loan yield for the six months ended June 30, 2022.

Our yield on interest-earning assets decreased to 3.54% for the six months ended June 30, 2022 from 3.59% for the six months ended June 30, 2021 largely due to the decrease in the average yield on loans HFI period-over-period detailed above. The decrease was further amplified by a $345.4 million decrease in our average mortgage loans held for sale portfolio for the six months ended June 30, 2022 compared to the same balance for the six months ended June 30, 2021. This balance decreased due to lower mortgage origination volumes which resulted from an increasing interest rate environment, continued housing inventory shortages, and compressed margins.

Interest expense was $15.0 million for the six months ended June 30, 2022, a decrease of $7.0 million as compared to the six months ended June 30, 2021. The decrease was largely attributed to a reduction of interest rates on money market deposits. Interest expense on money market deposits decreased to $3.0 million for the six months ended June 30, 2022 from $6.4 million for the six months ended June 30, 2021. The average rate on money market deposits decreased 23 basis points from 0.44% for the six months ended June 30, 2021 to 0.21% for the six months ended June 30, 2022. Further, the decrease in interest expense during the period was attributable to $1.9 million decrease in interest expense on customer time deposits period-over-period. During the six months ended June 30, 2022, we entered into three designated fair value hedges to mitigate the effect of changing rates on various fixed rate liabilities, including certain money market deposits and subordinated debt. The fair value hedge on money market deposits lowered interest expense by $0.7 million during the six months ended June 30, 2022.

The average balance on our subordinated debt decreased to $129.6 million for the six months ended June 30, 2022 compared to $169.0 million for the six months ended June 30, 2021. As a result, interest expense on subordinated debt decreased to $2.9 million for the six months ended June 30, 2022 compared to $4.2 million for the six months ended June 30, 2021. The fair value hedge on subordinated debt lowered interest expense by $0.3 million during the six months ended June 30, 2022.

Overall, our NIM, on a tax-equivalent basis, increased to 3.28% for the six months ended June 30, 2022 from 3.18% for the six months ended June 30, 2021, driven by the change in balance sheet composition. Our average interest-earning assets to average interest-bearing liabilities increased to 143.9% for the six months ended June 30, 2022 from 138.7% for the six months ended June 30, 2021. The change in our balance sheet composition was further illustrated by an decrease in excess liquidity, which we estimate to be interest-bearing deposits with other financial institutions in excess of 5% of average tangible assets. Excess liquidity is estimated to have negatively impacted our NIM by approximately 22 basis points for the six months ended June 30, 2022. This compares to excess liquidity representing 35 basis points of negative impact to our NIM during the six months ended June 30, 2021. Our NIM for the six months ended June 30, 2022 was negatively affected by 4 basis points from a $2.2 million in accelerated purchase accounting premium on purchased loans which was primarily driven by two purchased credit deteriorated loans with balances totaling $21.4 million paying off early.

The components of our loan yield, a key driver to our net interest margin for the six months ended June 30, 2022 and 2021 were as follows:


	Six Months Ended June 30,
	2022				2021
(dollars in thousands)	Interest income		Average yield		Interest income		Average yield
Loans HFI yield components:
Contractual interest rate on loans held for investment (1)(2)	$	166,794	4.18	%	$	151,955	4.35	%
Origination and other loan fee income (2)	11,909		0.30	%	13,568		0.39	%
Amortization on purchased loans	(2,288)		(0.06)	%	(284)		(0.01)	%
Nonaccrual interest collections	1,590		0.04	%	1,192		0.04	%
Syndicated loan fee income	1,150		0.03	%	—		—	%
Total loans HFI yield	$	179,155	4.49	%	$	166,431	4.77	%

(1)Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.

(2)Includes $0.7 million of loan contractual interest and $2.7 million of loan fee income related to PPP loans for the six months ended June 30, 2021, respectively. Amounts in the current year period are not significant.

Net amortization on purchased loans lowered the NIM by 4 basis points for the six months ended June 30, 2022. For the six months ended June 30, 2021, amortization on purchased loans lowered the NIM by 1 basis point. The increase in net amortization is due to the continued impact of purchase accounting resulting from our mergers, which can fluctuate based on volume of early pay-offs as discussed above. As a result of the Franklin merger, a $11.3 million premium was recorded on August 15, 2020 which is being amortized as a reduction to loan interest income. As of June 30, 2022 and December 31, 2021, the remaining net discount on all acquired loans amounted to $4.6 million and $2.3 million, respectively. Excluding PPP loans, our NIM would have been 6 basis points higher for the six months ended June 30, 2021. PPP loans did not impact our NIM for the six months ended June 30, 2022. In addition, our NIM was positively impacted by a decrease in our total cost of deposits of 14 basis points to 0.22% for the six months ended June 30, 2022 from 0.36% for the six months ended June 30, 2021.

Average balance sheet amounts, interest earned and yield analysis


	Six Months Ended June 30,
	2022						2021
(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)	$	8,044,722	$	179,155	4.49	%	$	7,043,092	$	166,431	4.77	%
Loans held for sale-mortgage(8)	342,190		5,916		3.49	%	687,635		9,238		2.71	%
Loans held for sale-commercial	67,452		1,646		4.92	%	175,135		3,783		4.36	%
Securities:(8)
Taxable	1,428,342		11,919		1.68	%	903,830		6,663		1.49	%
Tax-exempt (4)	313,254		5,015		3.23	%	329,074		5,260		3.22	%
Total Securities (4)	1,741,596		16,934		1.96	%	1,232,904		11,923		1.95	%
Federal funds sold and reverse repurchase agreements	214,421		613		0.58	%	119,959		61		0.10	%
Interest-bearing deposits with other financial institutions	1,342,639		2,189		0.33	%	1,521,162		915		0.12	%
FHLB stock	33,719		393		2.35	%	31,597		313		2.00	%
Total interest earning assets (4)	11,786,739		206,846		3.54	%	10,811,484		192,664		3.59	%
Noninterest Earning Assets:
Cash and due from banks	92,318						153,523
Allowance for credit losses	(123,072)						(164,648)
Other assets (3)	777,475						900,592
Total noninterest earning assets	746,721						889,467
Total assets	$	12,533,460					$	11,700,951
Interest-bearing liabilities:
Interest bearing deposits:
Interest bearing checking	$	3,487,046	$	5,742	0.33	%	$	2,887,671	$	5,707	0.40	%
Money market deposits(7)	2,929,401		2,988		0.21	%	2,939,177		6,431		0.44	%
Savings deposits	498,285		132		0.05	%	390,772		110		0.06	%
Customer time deposits(7)	1,103,672		3,118		0.57	%	1,332,868		5,052		0.76	%
Brokered and internet time deposits(7)	11,200		73		1.31	%	40,060		445		2.24	%
Time deposits	1,114,872		3,191		0.58	%	1,372,928		5,497		0.81	%
Total interest bearing deposits	8,029,604		12,053		0.30	%	7,590,548		17,745		0.47	%
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds purchased	28,637		26		0.18	%	31,946		57		0.36	%

Subordinated debt(6)	129,642		2,894		4.50	%	168,965		4,160		4.96	%
Other borrowings	1,491		15		2.03	%	3,734		13		0.70	%
Total other interest-bearing liabilities	159,770		2,935		3.70	%	204,645		4,230		4.17	%
Total interest-bearing liabilities	8,189,374		14,988		0.37	%	7,795,193		21,975		0.57	%
Noninterest bearing liabilities:
Demand deposits	2,823,685						2,416,869
Other liabilities	136,039						166,849
Total noninterest-bearing liabilities	2,959,724						2,583,718
Total liabilities	11,149,098						10,378,911
FB Financial Corporation common shareholders' equity	1,384,269						1,321,947
Noncontrolling interest	93						93
Shareholders' equity	1,384,362						1,322,040
Total liabilities and shareholders' equity	$	12,533,460					$	11,700,951
Net interest income (tax-equivalent basis)			$	191,858					$	170,689
Interest rate spread (tax-equivalent basis)					3.17	%					3.02	%
Net interest margin (tax-equivalent basis) (5)					3.28	%					3.18	%
Cost of total deposits					0.22	%					0.36	%
Average interest-earning assets to average interest-bearing liabilities					143.9	%					138.7	%

(1)Calculated using daily averages.

(2)Average balances of nonaccrual loans and overdrafts (before deduction of ACL) are included in average loan balances. Syndication fee income $1.2 million and $0, origination and other loan fee income of $11.9 million and $13.6 million, net amortization of $2.3 million and $0.3 million, and nonaccrual interest collections of $1.6 million and $1.2 million are included in interest income for the six months ended June 30, 2022 and 2021, respectively.

(3)Includes investments in premises and equipment, OREO, 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. For the six months ended June 30, 2022 and 2021, the net taxable-equivalent adjustment amounts included was $1.5 million and $1.6 million for the six months ended June 30, 2022 and 2021, respectively.

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

(6)Includes $0.4 million ~~and $0~~ of accretion on subordinated debt fair value ~~mark~~premium for the six months ended June 30, ~~2021 and 2020, respectively.~~2021. There was no such accretion for six months ended June 30, 2022.

(7)Includes $1.9 million and $1.9 million of interest rate premium accretion on money market deposits, $0.5 million and $1.4 million on customer time deposits and $0.1 million and $0.3 million on brokered and internet time deposits for the six months ended June 30, ~~2021. Amounts in the prior year comparable period are not significant.~~2022 and 2021, respectively.

(8)Excludes the average balance for unrealized gains (losses) for mortgage loans held for sale and investments carried at fair value.

Rate/volume analysis

The tables below present the components of the changes in net interest income for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. 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 June 30, ~~2021~~2022 compared to three months ended June 30, ~~2020~~2021


		Three months ended June 30, 2021 compared to three months ended June 30, 2020 due to changes in							Three months ended June 30, 2022 compared to three months ended June 30, 2021 due to changes in
(in thousands on a tax-equivalent basis)	(in thousands on a tax-equivalent basis)	Volume		Rate		Net increase (decrease)		(in thousands on a tax-equivalent basis)	Volume		Yield/ rate		Net increase (decrease)
Interest-earning assets:	Interest-earning assets:							Interest-earning assets:
Loans(1)(2)	Loans(1)(2)	$	27,180	$	(2,017)	$	25,163	Loans(1)(2)	$	14,387	$	(1,059)	$	13,328
Loans held for sale - residential	Loans held for sale - residential	2,510		(509)		2,001		Loans held for sale - residential	(5,565)		2,967		(2,598)
Loans held for sale - commercial	Loans held for sale - commercial	1,626		—		1,626		Loans held for sale - commercial	(1,224)		316		(908)
Securities available-for-sale and other securities:	Securities available-for-sale and other securities:							Securities available-for-sale and other securities:
Taxable	Taxable	1,895		(670)		1,225		Taxable	2,198		457		2,655
Tax Exempt(2)	Tax Exempt(2)	708		(268)		440		Tax Exempt(2)	(131)		9		(122)
Federal funds sold and reverse repurchase agreements	Federal funds sold and reverse repurchase agreements	22		9		31		Federal funds sold and reverse repurchase agreements	219		161		380
Time deposits in other financial institutions	Time deposits in other financial institutions	338		(38)		300		Time deposits in other financial institutions	(764)		1,821		1,057
FHLB stock	FHLB stock	73		(19)		54		FHLB stock	20		70		90
Total interest income(2)	Total interest income(2)	34,352		(3,512)		30,840		Total interest income(2)	9,140		4,742		13,882
Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest-bearing checking	Interest-bearing checking	1,657		(685)		972		Interest-bearing checking	373		223		596
Money market(3)	Money market(3)	1,463		(826)		637		Money market(3)	(59)		(1,341)		(1,400)
Savings deposits	Savings deposits	22		(6)		16		Savings deposits	13		(2)		11
Customer time deposits(3)	Customer time deposits(3)	145		(3,421)		(3,276)		Customer time deposits(3)	(257)		39		(218)
Brokered and internet time deposits(3)	Brokered and internet time deposits(3)	197		64		261		Brokered and internet time deposits(3)	(126)		(191)		(317)
Securities sold under agreements to repurchase and federal funds purchased	Securities sold under agreements to repurchase and federal funds purchased	—		(29)		(29)		Securities sold under agreements to repurchase and federal funds purchased	(2)		(7)		(9)
Federal Home Loan Bank advances		(405)		—		(405)

Subordinated debt(4)	Subordinated debt(4)	1,442		(22)		1,420		Subordinated debt(4)	(215)		(170)		(385)
Other borrowings	Other borrowings	(60)		(40)		(100)		Other borrowings	—		(1)		(1)
Total interest expense	Total interest expense	4,461		(4,965)		(504)		Total interest expense	(273)		(1,450)		(1,723)
Change in net interest income(2)	Change in net interest income(2)	$	29,891	$	1,453	$	31,344	Change in net interest income(2)	$	9,413	$	6,192	$	15,605

(1)Average loans are gross, including nonaccrual loans and overdrafts (before deduction of allowance for credit losses). ~~Loan fees~~Syndicated loan fee income of $1.2 million and $0 million, origination and other loan fee income of $6.9 million and ~~$2.8~~$6.9 million, net accretion (amortization) ~~accretion~~ of ~~$(0.2)~~$0.1 million and ~~$1.0~~$(0.2) million, and nonaccrual interest collections of $0.5 million and ~~$0.2~~$0.5 million are included in interest income ~~for~~in the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, 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$0.9 million of interest rate premium accretion on money market deposits, ~~$0.6 million~~$207 thousand and ~~$0.2 million~~$625 thousand of interest rate premium accretion on customer time deposits and ~~$0.1 million~~$11 thousand and $0$127 thousand of interest rate premium accretion ~~(amortization)~~ on brokered and internet deposits for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

(4)Includes ~~$0.1 million and $0~~$114 thousand of interest rate premium accretion on subordinated debt for the three months ended June 30, ~~2021 and 2020, respectively.~~2021. There was no such accretion for three months ended June 30, 2022.

6965

Six ~~Months Ended~~months ended June 30, ~~2021~~2022 compared to ~~Six Months Ended~~six months ended June 30, ~~2020~~2021


		Six months ended June 30, 2021 compared to six months ended June 30, 2020 due to changes in							Six months ended June 30, 2022 compared to six months ended June 30, 2021 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		Yield/ rate		Net increase (decrease)
Interest-earning assets:	Interest-earning assets:							Interest-earning assets:
Loans(1)	Loans(1)	$	56,985	$	(10,572)	$	46,413	Loans(1)	$	22,306	$	(9,582)	$	12,724
Loans held for sale - residential	Loans held for sale - residential	5,394		(1,093)		4,301		Loans held for sale - residential	(5,972)		2,650		(3,322)
Loans held for sale - commercial	Loans held for sale - commercial	3,783		—		3,783		Loans held for sale - commercial	(2,628)		491		(2,137)
Securities available-for-sale and other securities:	Securities available-for-sale and other securities:							Securities available-for-sale and other securities:
Taxable	Taxable	2,951		(1,963)		988		Taxable	4,377		879		5,256
Tax Exempt(2)	Tax Exempt(2)	1,799		(628)		1,171		Tax Exempt(2)	(253)		8		(245)
Federal funds sold and reverse repurchase agreements	Federal funds sold and reverse repurchase agreements	21		(215)		(194)		Federal funds sold and reverse repurchase agreements	270		282		552
Time deposits in other financial institutions	Time deposits in other financial institutions	675		(1,036)		(361)		Time deposits in other financial institutions	(291)		1,565		1,274
FHLB stock	FHLB stock	149		(42)		107		FHLB stock	25		55		80
Total interest income(2)	Total interest income(2)	71,757		(15,549)		56,208		Total interest income(2)	17,834		(3,652)		14,182
Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest bearing checking	Interest bearing checking	3,500		(1,689)		1,811		Interest bearing checking	987		(952)		35
Money market deposits(4)	Money market deposits(4)	3,367		(3,086)		281		Money market deposits(4)	(10)		(3,433)		(3,443)
Savings deposits	Savings deposits	43		(53)		(10)		Savings deposits	28		(6)		22
Customer time deposits(4)	Customer time deposits(4)	503		(6,586)		(6,083)		Customer time deposits(4)	(648)		(1,286)		(1,934)
Brokered and internet time deposits(4)	Brokered and internet time deposits(4)	238		31		269		Brokered and internet time deposits(4)	(188)		(184)		(372)
Securities sold under agreements to repurchase and federal funds purchased	Securities sold under agreements to repurchase and federal funds purchased	4		(54)		(50)		Securities sold under agreements to repurchase and federal funds purchased	(3)		(28)		(31)
Federal Home Loan Bank advances		(1,119)		—		(1,119)

Subordinated debt(3)	Subordinated debt(3)	3,398		(58)		3,340		Subordinated debt(3)	(878)		(388)		(1,266)
Other borrowings	Other borrowings	(27)		(132)		(159)		Other borrowings	(23)		25		2
Total interest expense	Total interest expense	9,907		(11,627)		(1,720)		Total interest expense	(735)		(6,252)		(6,987)
Change in net interest income(2)	Change in net interest income(2)	$	61,850	$	(3,922)	$	57,928	Change in net interest income(2)	$	18,569	$	2,600	$	21,169

(1)Average loans are gross, including nonaccrual loans and overdrafts (before deduction of ~~allowance for~~ACL). Syndication fee income $1.2 million and $0, origination and other loan ~~losses). Loan fees~~fee income of $11.9 million and $13.6 million, ~~and $5.4 million, (amortization) accretion~~net amortization of ~~$(0.3)~~$2.3 million and ~~$2.6~~$0.3 million, and nonaccrual interest collections of ~~$1.2~~$1.6 million and ~~$0.4~~$1.2 million are included in interest income for the six months ended June 30, 2022 and 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 $0.4 million of accretion on subordinated debt fair value ~~mark~~premium for the six months ended June 30, 2021. There was no such accretion for six months ended June 30, 2022.

(4)Includes $1.9 million and $1.9 million of interest rate premium accretion on money market deposits, $0.5 million and $1.4 million on customer time deposits and $0.1 million and $0.3 million on brokered and internet time deposits for the six months ended June 30, ~~2021. Amounts in the prior year comparable period were not significant.~~

2022 and 2021, respectively.

7066

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 at an appropriate level under the current expected credit loss model. The ~~provision for credit losses recorded represents~~determination of the amount ~~needed to maintain the appropriate level~~ of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1, "Basis of presentation" in the notes to our consolidated financial statements in our Annual Report on Form 10-K for ~~credit losses based on management’s quarterly estimates.~~the year ended December 31, 2021 for a detailed discussion regarding ACL methodology.

Three months ended June 30, ~~2021~~2022 compared to three months ended June 30, ~~2020~~2021

We recognized a ~~reversal of~~ provision for credit losses on loans held for investment ~~for the three months ended June 30, 2021~~ of ~~$12.9~~$8.2 million as compared to ~~an expense~~a reversal of ~~$24.0~~provision for credit losses of $12.9 million for the three months ended June 30, ~~2020. This reversal~~2022 and 2021, respectively. The provision for the three months ended June 30, 2022 resulted from management’s best estimate of losses over the life of loans in our portfolio in accordance with the CECL approach, given an improvement in economic outlook and forecasts. Although the portfolio benefited from improving economic forecasts during the 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.approach. These evaluations weighed the impact of the current economic outlook, status of federal government stimulus programs, and geographical and demographic considerations, among other factors. We increased our required reserve due to projected slower GDP growth over the next two to three fiscal years, expected elevated unemployment levels, and expected Federal Reserve interest rate increases in the short term. These considerations were slightly offset as we removed the impact of COVID troubled industries from our calculation. See further discussion under the subheading "Allowance for credit losses."

~~The Company estimates~~We estimate 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~~we consider 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,~~We recorded a provision expense on unfunded commitments of $4.1 million for the ~~Company recorded~~three months ended June 30, 2022 compared to a release in the provision for credit losses ~~on unfunded commitments~~ of $1.0 million for the three months ended June 30, ~~2021 compared~~2021. The increase in provision expense on unfunded commitments period-over-period is due to a ~~provision expense~~$141.9 million increase in our unfunded commitment balance during the three months ended June 30, 2022, and more specifically in our construction category, which inherently carry a higher risk and associated reserve than the bulk of ~~$1.9~~our portfolio (see "Loan Portfolio" section below for further information about our commitment categories). This compares to a $64.5 million decrease in our unfunded commitments for the three months ended June 30, ~~2020.~~

~~Six~~2021. This shift in concentration in our unfunded commitments combined with the updated economic variables in our forward looking model compared to improving economic variables used for the three months ended June 30, 2021 ~~compared to six months ended June 30, 2020~~

~~We recognized a reversal~~are the primary drivers 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~~increase 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 during the three months ended June 30, 2022.

During the three months ended June 30, 2022, our available-for-sale debt securities portfolio unrealized value declined $66.6 million to an unrealized loss position of ~~$3.2~~$167.5 million ~~for~~as of June 30, 2022 from an unrealized loss position of $100.9 million as of March 31, 2022. During the ~~six~~three months ended June 30, 2021, ~~compared~~our available-for-sale debt securities portfolio unrealized value increased $3.1 million to ~~a provision~~an unrealized gain position of ~~$3.5~~$22.3 million ~~for the six months ended June 30, 2020.~~

Asas of June 30, 2021 from an unrealized gain position of $19.2 million as of March 31, 2021. The majority of the investment portfolio was either government guaranteed or an issuance of a government sponsored entity or highly rated by major credit rating agencies and ~~2020,~~ we historically have not recorded any losses associated with these investments. As such, as of June 30, 2022 and December 31, 2021, it was 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~~months ended June 30, 2022 or 2021.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

We recognized a provision for credit losses on loans held for investment for the six months ended June 30, 2022 of $2.1 million. For the six months ended June 30, 2021, we recorded a release in the provision for credit losses on loans held for investment of $24.5 million. The current period provision resulted from management’s best estimate of losses over the life of loans in our portfolio in accordance with the CECL approach driven by an $1.00 billion increase in average loans held for investments outstanding period-over-period and ~~2020.~~

the increased possibility of a future recession. In addition, there continues to be uncertainty surrounding the increasing inflation. Further, there continues to be a shortfall in the labor market, inflation has become elevated and interest rates are continuing to rise. Our customers are impacted by all these factors. The conflict between Russia and Ukraine has also led to uncertainty surrounding its potential impact and hardship on the U.S. economy. These factors 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 and geographical and demographic considerations, among other factors.

7167

For the six months ended June 30, 2022, the Company recorded a provision for credit losses on unfunded commitments of $6.0 million compared to a release in provision of $3.2 million for the six months ended June 30, 2021. The increase in the provision for credit losses on unfunded commitments is primarily due to the increase in the total loan commitment balance and the macroeconomic factors discussed above. During the six months ended June 30, 2022, our unfunded commitment balance increased by $238.3 million compared to a decrease of $189.1 million for the six months ended June 30, 2021.

During the six months ended June 30, 2022, the unrealized value in our available-for-sale debt securities portfolio declined $172.2 million from an unrealized gain position of $4.7 million as of December 31, 2021. During the six months ended June 30, 2021, the Company's available-for-sale debt securities portfolio unrealized value declined $12.2 million from an unrealized gain position of $34.6 million as of December 31, 2020. Based on our evaluation of potential credit risk in the portfolio, no provision for credit losses on available-for-sale debt securities was required during the six months ended June 30, 2022 or 2021.

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 June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2021		2020		2021		2020			(dollars in thousands)	2022		2021		2022		2021
Mortgage banking income	Mortgage banking income	$	35,499	$	72,168	$	90,831	$	104,913		Mortgage banking income	$	22,559	$	35,499	$	52,090	$	90,831
Service charges on deposit accounts	Service charges on deposit accounts	2,266		1,858		4,605		4,421			Service charges on deposit accounts	2,908		2,266		5,822		4,605
ATM and interchange fees	ATM and interchange fees	5,381		3,606		9,722		6,740			ATM and interchange fees	5,353		5,381		10,440		9,722
Investment services and trust income	Investment services and trust income	2,999		1,368		5,007		3,065			Investment services and trust income	2,275		2,999		4,407		5,007
Gain (loss) from securities, net		144		(28)		227		35
(Loss) gain from securities, net											(Loss) gain from securities, net	(109)		144		(261)		227
(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) gain on sales or write-downs of other real estate owned	(26)		(23)		(524)		473
Loss from other assets		(4)		(54)		(15)		(382)
Other		3,038		2,487		5,180		5,262
Gain (loss) from other assets											Gain (loss) from other assets	18		(4)		82		(15)
Other income											Other income	236		3,038		2,550		5,180
Total noninterest income	Total noninterest income	$	49,300	$	81,491	$	116,030	$	124,191		Total noninterest income	$	33,214	$	49,300	$	74,606	$	116,030

Three months ended June 30, ~~2021~~2022 compared to three months ended June 30, ~~2020~~2021

Noninterest income amounted to $33.2 million for the three months ended June 30, 2022, a decrease of $16.1 million, or 32.6%, as compared to $49.3 million for the three months ended June 30, ~~2021, a decrease of $32.2 million, or 39.5%, as compared to $81.5 million for the three months ended June 30, 2020.~~2021. 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 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 ~~$35.5~~$22.6 million and ~~$72.2~~$35.5 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

During the three months ended June 30, ~~2021,~~2022, the Bank’s mortgage operations had sales of ~~$1,681.5~~$869.7 million which generated a sales margin of ~~2.94%~~2.43%. This compares to ~~$1,595.4~~$1,681.5 million and ~~2.85%~~2.94% for the three months ended June 30, ~~2020.~~2021. The industry benefited greatly from declining interest rates during the three months ended June 30, ~~2020,~~2021, causing an increase in interest rate lock commitment volume, which ~~has~~ slowed dramatically in the three months ended June 30, ~~2021~~2022 across the industry. Mortgage banking income from gains on sale and related fair value changes decreased to ~~$31.9~~$15.7 million during the three months ended June 30, ~~2021~~2022 compared to ~~$80.3~~$31.9 million for the three months ended June 30, ~~2020.~~2021. Total interest rate lock volume decreased ~~$464.6~~$1,073.7 million, or ~~20.7%~~60.5%, during the three months ended June 30, ~~2021~~2022 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.~~production. Mortgage production, especially refinance activity, declines in rising interest rate environments. Our interest rate lock volume during three months ended June 30, ~~2021~~2022 was composed of ~~58.2%~~16.0% refinancing activity compared with ~~79.8%~~58.2% 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 inventory in our markets. Our interest rate lock volume ~~is expected to~~can be materially and adversely impacted by rising interest rates and ~~housing shortage,~~overcapacity in the market, and we expect to see further declines in interest rate lock volume and consequently, mortgage banking income in the current environment. Our direct-to-consumer channel is particularly dependent on the support of a strong refinance ~~activity~~market and the current lack of demand and interest rate environment is unfavorable for future profitability in this delivery channel. As a result of poor performance and declining profitability projections, we announced on May 10, 2022 that we are exiting the direct-to-consumer internet delivery channel within our Mortgage segment. For the three months ended June 30, 2022 and 2021, direct-to-consumer comprised 13.7% and 51.5% of the Company's total interest rate lock volume and 37.4% and 54.9% of the Company's sales volume, respectively. As a result of exiting this channel, we incurred restructuring charges of $12.5 million during the three months ended June 30, 2022 and anticipate being fully exited in the third quarter of 2022. This realignment of our Mortgage segment will allow us to direct resources to our traditional consumer mortgage ~~industry when rates rise.~~retail channel, which has historically yielded more predictable and consistent results. Additionally, we plan to retain mortgage servicing rights and continue holding residential 1-4 family mortgage loans in our loan portfolio. The exit of this channel is expected to provide regulatory capital relief resulting from MSRs and also produce lower interest rate lock volume and consequently, mortgage banking income going forward.

Income from mortgage servicing of ~~$6.8~~$8.0 million and ~~$5.1~~$6.8 million for three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, was partially offset by losses on changes in fair value of MSRs and related hedging activity of ~~$3.1~~$1.2 million and ~~$13.2~~$3.1 million in the three months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively.

The components of mortgage banking income for three months ended June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


		Three Months Ended June 30,						Three Months Ended June 30,
(in thousands)	(in thousands)	2021			2020				(in thousands)	2022			2021
Mortgage banking income:	Mortgage banking income:								Mortgage banking income:
Origination and sales of mortgage loans	Origination and sales of mortgage loans	$	49,435		$	45,515			Origination and sales of mortgage loans	$	21,099		$	49,435
Net change in fair value of loans held for sale and derivatives	Net change in fair value of loans held for sale and derivatives	(17,579)			34,778				Net change in fair value of loans held for sale and derivatives	(5,354)			(17,579)
Change in fair value on MSRs	Change in fair value on MSRs	(3,145)			(13,238)				Change in fair value on MSRs	(1,152)			(3,145)
Mortgage servicing income	Mortgage servicing income	6,788			5,113				Mortgage servicing income	7,966			6,788
Total mortgage banking income	Total mortgage banking income	$	35,499		$	72,168			Total mortgage banking income	$	22,559		$	35,499
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		$	914,163		$	1,480,878
Direct-to-consumer									Direct-to-consumer	$	95,756		$	914,163

Retail	Retail	860,370			758,228				Retail	605,114			860,370

Total	Total	$	1,774,533		$	2,239,106			Total	$	700,870		$	1,774,533
Interest rate lock commitment volume by purpose (%):	Interest rate lock commitment volume by purpose (%):								Interest rate lock commitment volume by purpose (%):
Purchase	Purchase	41.9		%	20.2		%		Purchase	84.0		%	41.9		%
Refinance	Refinance	58.2		%	79.8		%		Refinance	16.0		%	58.2		%
Mortgage sales	Mortgage sales	$	1,681,509		$	1,595,413			Mortgage sales	$	869,688		$	1,681,509
Mortgage sale margin	Mortgage sale margin	2.94		%	2.85		%		Mortgage sale margin	2.43		%	2.94		%
Closing volume	Closing volume	$	1,550,950		$	1,709,375			Closing volume	$	725,755		$	1,550,950
Outstanding principal balance of mortgage loans serviced	Outstanding principal balance of mortgage loans serviced	$	10,527,708		$	7,700,862			Outstanding principal balance of mortgage loans serviced	$	11,160,382		$	10,527,708

~~Income from ATM and interchange fees includes debit card interchange, ATM and other consumer fees. During~~Other noninterest income for the three months ended June 30, ~~2021, these fees increased $1.8~~2022 decreased $2.8 million to ~~$5.4~~$0.2 million compared ~~to $3.6~~with $3.0 million ~~during~~for the three months ended June 30, ~~2020.~~2021. This ~~increase is attributable to~~includes a $2.0 million loss associated with 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~~commercial loans held for sale portfolio for the three months ended June 30, ~~2021~~2022 compared towith $1.4 million ~~during~~gain for the three months ended June 30, ~~2020. This increase is primarily due to our growth and increase in wealth management commissions.~~2021.

Six months ended June 30, ~~2021~~2022 compared to six months ended June 30, ~~2020~~2021

Noninterest income amounted to $74.6 million for the six months ended June 30, 2022, a decrease of $41.4 million, or 35.7%, as compared 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.~~2021. Changes in selected components of noninterest income in the above table are discussed below.

Mortgage banking income was ~~$90.8~~$52.1 million and ~~$104.9~~$90.8 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, representing a ~~13.4%~~$38.7 million, or 42.7% decrease year-over-year.

During the six months ended June 30, ~~2021,~~2022, our mortgage operations had sales of ~~$3,253.6 million~~$2.15 billion which generated a gain on sales margin of ~~3.30%~~2.34%. This compares to ~~$2,636.9 million~~$3.25 billion and ~~2.88%~~3.30% for the six months ended June 30, ~~2020.~~2021. The ~~increase~~decrease in gain on sales margin is a result of ~~productive market conditions. The~~over-capacity in the industry ~~benefited greatly from declining~~and compressing margins. Sales of mortgage loans HFS continue to slow with the rise of interest rates ~~in 2020, causing a sharp increase in interest rate lock commitment volume. It is anticipated that sales will slow in~~and the ~~second half of 2021 as interest rates rise and~~ housing inventory ~~remains~~remaining low in ~~some~~many of our markets. Mortgage banking income from gains on sale and related fair value changes ~~increased~~decreased to ~~$85.5~~$37.6 million during the six months ended June 30, ~~2021~~2022 compared to ~~$113.9~~$85.5 million for the six months ended June 30, ~~2020.~~2021. Total interest rate lock volume decreased ~~$669.3~~$1,653.6 million, or ~~15.4%~~45.1%, during the six months ended June 30, ~~2021~~2022 compared to the same period in the previous year. ~~The volume mix of refinances and purchases also shifted~~Market conditions during the six months ended June 30, ~~2021~~2022, including declining consumer demand for mortgages and increased interest rates have also shifted the mix of interest rate lock commitments by purpose to ~~62.4%~~34.0% refinance volume to compared with ~~79.2%~~62.4% during the same period in the previous year.

~~Our mortgage banking business is directly impacted by~~As previously discussed, during the second quarter of 2022, we began the process of winding down our direct-to-consumer internet delivery channel within our Mortgage segment. For the six months ended June 30, 2022 and 2021, direct-to-consumer comprised 33.0% and 50.9% of the Company's total interest rate ~~environment, regulatory environment, consumer demand, economic conditions,~~lock volume and ~~investor demand for mortgage securities. Mortgage production, especially refinance activity, declines in rising interest rate environments. Mortgage production~~45.3% and 53.9% of the Company's sales volume, ~~is expected to decline in~~respectively. As a result of exiting this channel, we incurred restructuring charges of $12.5 million during the ~~second half of 2021 as interest rates rise, which could materially and adversely impact the profitability of our mortgage business.~~six months ended June 30, 2022.

Income from mortgage servicing ~~of $13.7~~was $15.4 million and ~~$10.1~~$13.7 million for six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, was partially offset by ~~declines~~losses on changes in fair value of MSRs and related hedging activity of ~~$8.4 million~~$0.9 million. This compares to a decline in fair value of MSRs and ~~$19.1 million in the~~related hedging activity for six months ended June 30, 2021 ~~and 2020, respectively.~~

amounting to $8.4 million.

The components of mortgage banking income for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:

Six Months Ended June 30,
(dollars in thousands) 2021 2020
Mortgage banking income
Origination and sales of mortgage loans $ 107,328 $ 75,905
Net change in fair value of loans held for sale and derivatives (21,808) 37,983
Change in fair value on MSRs (8,408) (19,106)
Mortgage servicing income 13,719 10,131
Total mortgage banking income $ 90,831 $ 104,913
Interest rate lock commitment volume by line of business:
Consumer direct $ 1,863,350 $ 2,795,503
Retail 1,800,233 1,537,383
Total $ 3,663,583 $ 4,332,886
Interest rate lock commitment volume by purpose (%):
Purchase 37.6 % 20.8 %
Refinance 62.4 % 79.2 %
Mortgage sales $ 3,253,579 $ 2,636,889
Mortgage sale margin 3.30 % 2.88 %
Closing volume $ 3,308,882 $ 2,807,047
Outstanding principal balance of mortgage loans serviced $ 10,527,708 $ 7,700,862


	Six Months Ended June 30,
(dollars in thousands)	2022			2021
Mortgage banking income
Origination and sales of mortgage loans	$	50,496		$	107,328
Net change in fair value of loans held for sale and derivatives	(12,902)			(21,808)
Change in fair value on MSRs	(899)			(8,408)
Mortgage servicing income	15,395			13,719
Total mortgage banking income	$	52,090		$	90,831
Interest rate lock commitment volume by line of business:
Direct-to-consumer	$	663,848		$	1,863,350

Retail	1,346,129			1,800,233

Total	$	2,009,977		$	3,663,583
Interest rate lock commitment volume by purpose (%):
Purchase	66.0		%	37.6		%
Refinance	34.0		%	62.4		%
Mortgage sales	$	2,154,170		$	3,253,579
Mortgage sale margin	2.34		%	3.30		%
Closing volume	$	1,719,488		$	3,308,882
Outstanding principal balance of mortgage loans serviced	$	11,160,382		$	10,527,708

ATM and interchange fees increased ~~$3.0~~$0.7 million to ~~$9.7~~$10.4 million during the six months ended June 30, ~~2021~~2022 as compared to ~~$6.7~~$9.7 million for the six months ended June 30, ~~2020.~~2021. This increase is attributable to our growth in deposits and increased volume of ~~transactions, which is partially attributed to our acquisitions completed in 2020.~~transactions. Though we have not yet experienced a decline, our interchange fee income is expected to decline inbeginning the second half of 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 income decreased $2.6 million to $2.6 million during the six months ended June 30, 2022 as compared to $5.2 million during the six months ended June 30, 2021. This decrease is primarily related to $2.2 million loss from change in fair value of commercial loans held for sale that were acquired through business combination.

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 June 30, Six Months Ended June 30,
(dollars in thousands) 2021 2020 2021 2020
Salaries, commissions and employee benefits $ 62,367 $ 55,258 $ 126,938 $ 98,880
Occupancy and equipment expense 5,356 4,096 11,205 8,274
Legal and professional fees 2,090 1,952 4,524 3,510
Data processing 2,542 2,782 4,861 5,235
Merger costs — 1,586 — 4,636
Amortization of core deposit and other intangibles 1,394 1,205 2,834 2,408
Advertising 3,559 2,591 5,812 4,980
Other expense 15,652 11,109 31,484 21,215
Total noninterest expense $ 92,960 $ 80,579 $ 187,658 $ 149,138


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021
Salaries, commissions and employee benefits	$	55,181	$	62,367	$	114,624	$	126,938
Occupancy and equipment expense	5,853		5,356		11,256		11,205
Legal and professional fees	3,116		2,090		5,723		4,524
Data processing	2,404		2,542		4,885		4,861

Amortization of core deposit and other intangibles	1,194		1,394		2,438		2,834





Advertising	2,031		3,559		6,064		5,812
Mortgage restructuring expense	12,458		—		12,458		—
Other expense	14,760		15,652		28,821		31,484
Total noninterest expense	$	96,997	$	92,960	$	186,269	$	187,658

Three months ended June 30, ~~2021~~2022 compared to three months ended June 30, ~~2020~~

2021

Noninterest expense increased by ~~$12.4~~$4.0 million during the three months ended June 30, ~~2021~~2022 to ~~$93.0~~$97.0 million as compared to ~~$80.6~~$93.0 million in the three months ended June 30, ~~2020.~~2021. 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%~~56.9% and ~~68.6%~~67.1% of total noninterest expense in the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. During the three months ended June 30, ~~2021,~~2022, salaries and employee benefits expense ~~increased $7.1~~decreased $7.2 million, or ~~12.9%~~11.5%, to ~~$62.4~~$55.2 million as compared to ~~$55.3~~$62.4 million for the three months ended June 30, ~~2020.~~2021. This ~~increase~~decrease was mainly driven by ~~an increase~~a decrease of ~~$8.4~~$7.8 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~~commissions in the Mortgage segment during the three months ended June 30, 2022 from the same period in 2021, reflective of the slowdown in production and restructuring during the current period.

Costs resulting from our equity compensation grants during the three months ended June 30, 2022 and 2021 amounted $3.0 million 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

Advertising expense includes ~~costs~~expenses related to ~~performance-based restricted stock units granted during 2021~~sponsorships, advertising, marketing, customer relations and ~~2020 which resulted in $0.3 million of expense during both~~business development and public relations. During the three months ended June 30, ~~2021 and 2020.~~

~~There were no merger costs for~~2022, advertising expense decreased $1.5 million to $2.0 million as compared to $3.6 million in the three months ended June 30, ~~2021 compared~~2021. This decrease is primarily attributable to ~~$1.6~~decreased costs of lead generation in our Mortgage segment driven by the Mortgage restructuring and reduction in production.

Mortgage restructuring expenses of $12.5 million ~~in merger cost for the three months ended June 30, 2020. Merger costs~~were reported during the three months ended June 30, ~~2020 include costs associated with the conversion~~2022 related to the exit from our ~~acquisition~~direct-to-consumer internet delivery channel. These expenses primarily include $10.0 million related to salaries, commissions and employee benefits expense, including the acceleration of ~~Farmers National that was completed~~vesting on restricted stock units. Other components of this expense includes $1.1 million related to software license and maintenance fees, $0.4 million impairment of our operating lease right-of-use assets, and $0.9 million loss on disposal of fixed assets.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

Noninterest expense decreased by $1.4 million during the ~~first quarter 2020.~~six months ended June 30, 2022 to $186.3 million as compared to $187.7 million in the six months ended June 30, 2021. 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 61.5% and 67.6% of total noninterest expense in the six months ended June 30, 2022 and 2021, respectively. During the six months ended June 30, 2022, salaries and employee benefits expense decreased $12.3 million, or 9.7%, to $114.6 million as compared to $126.9 million for the six months ended June 30, 2021. This decrease includes a $14.3 million decrease in incentive and commission compensation during the six months ended June 30, 2022, which was largely driven by the decrease in mortgage production volume and profitability during the period.

Mortgage restructuring expenses of $12.5 million were reported during the six months ended June 30, 2022 related to the exit from our direct-to-consumer internet delivery channel as discussed above.

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~~decreased $2.7 million during the ~~three~~six months ended June 30, 2022 to $28.8 million compared to $31.5 million during the six months ended June 30, 2021. The change includes a $1.2 million decrease in franchise tax expense, which reflects the impact of $1.4 million in Tennessee state tax credits. These credits have historically been reflected in the income tax expense line item and were required to be reported in our pre-tax results as the Company produced no taxable income during the six months ended June 30, 2022. During the six 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,we incurred $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~~period. There were no such 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 $38.5 million~~ during the six months ended June 30, ~~2021 to $187.7 million as compared to $149.1 million in the six months ended June 30, 2020. Changes in selected components of noninterest expense in the above table are discussed below.~~2022.

Salaries, commissions and employee benefits expense was the largest component of noninterest expenses representing 67.6% and 66.3% of total noninterest expense in the six months ended June 30, 2021 and 2020, respectively. During the six months ended June 30, 2021, salaries and employee benefits expense increased $28.1 million, or 28.4%, to $126.9 million as compared to $98.9 million for the six months ended June 30, 2020. The largest components of the $28.1 million increase was an increase of $5.5 million in commissions and $16.8 million employee salaries. These increases were mainly driven by our increase in headcount as a result of our mergers. Our full-time equivalent employees increased to 1,945 as of June 30, 2021~~from 1,506 as of June 30, 2020.~~

Costs resulting from our equity compensation grants during the six months ended June 30, 2021 and 2020 amounted to $5.2 million and $4.2 million, respectively. Additionally, during 2020 we began granting performance-based stock units, which resulted in $0.5 million and $0.4 million in expense during the six months ended June 30, 2021 and 2020, respectively.

Occupancy and equipment expense increased $2.9 million to $11.2 million during the six months ended June 30, 2021 as compared to $8.3 million in the six months ended 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 $4.6 million for the six months ended June 30, 2020 related to our acquisition and conversion of Farmers National, which closed February 14, 2020. There was no such merger activity during six months ended June 30, 2021.

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 71.6% and 70.3% for the three and six months ended June 30, 2022, respectively, and 68.4% and 65.8% for the three and six months ended June 30, 2021, ~~respectively,~~respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was 61.1% and ~~58.9% and 63.3%~~64.5% for the three and six months ended June 30, ~~2020, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was~~2022, respectively, and 68.9% and 65.8% for the three and six months ended 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 June 30, Six Months Ended June 30, Year ended
December 31,
2021 2020 2021 2020 2020
Return on average total assets 1.46 % 1.30 % 1.66 % 0.70 % 0.75 %
Return on average shareholders' equity 13.0 % 11.6 % 14.7 % 6.07 % 6.58 %
Dividend payout ratio 12.3 % 12.9 % 11.0 % 24.7 % 22.8 %
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 June 30, 2021, we recognized a reversal in our provisions for credit losses of $13.8 million and $27.7 million, respectively, which contributed to an improvement in return on average total assets of 1.46% and 1.66% for the three and six months ended June 30, 2021, respectively. This compares to provisions for credit losses of $25.9 million and $55.5 million for the three and six months ended 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 1.30% and 0.70%, respectively. Our return on average shareholders’ equity was 13.0% and 14.7% for the three and six months ended June 30, 2021, respectively, as compared to 11.6% and 6.07% for the three and six months ended June 30, 2020, respectively.

Income taxes

Income tax expense was ~~$13.4~~$6.7 million and ~~$7.5~~$13.4 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$29.0~~$16.0 million and ~~$7.5~~$29.0 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. This represents effective tax rates of ~~23.7%~~25.8% and ~~24.6%~~23.7% for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~23.2%~~22.7% and ~~24.2%~~23.2% for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The primary differences from the enacted rates are applicable state income taxes and certain expenses that are not deductible reduced for non-taxable income ~~and tax credits,~~ and additional deductions for equity-based compensation upon vesting of restricted stock units. State taxes, net of federal benefits, increased our effective tax rate by 6.1% and 3.3% for the ~~distribution~~three months ended June 30, 2022 and 2021 and by 3.6% and 2.9% for the six months ended June 30, 2022 and 2021, respectively. This increase included the impact of ~~RSUs.~~

the $1.4 million in Tennessee state tax credits moving to other noninterest expense during the three months ended June 30, 2022 versus in income tax expense in previous periods. We had a net operating loss carryforward generated as a result of a previous acquisition which amounted to $5.9 million and $6.5 million as of June 30, 2022 and December 31, 2021, respectively. The net operating loss carryforward can be used to offset taxable income in future periods and reducing income tax liabilities in those future periods. While net operating losses are subject to ~~Internal Revenue Code~~certain annual utilization limits under Section 382, we believe the net operating loss carryforwards will be realized based on the projected annual limitation and the length of the net operating loss carryover period. Our 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 expires on December 31, 2029.

During the six months ended June 30, 2022, we generated a state net operating loss carryforward of $3.2 million, which may have varying expiration periods. No such loss was generated during the three months ended June 30, 2022 or the three and six months ended June 30, 2021. We expect to generate sufficient taxable income to utilize the loss generated.

The Company is subject to Section 162(m), which limits the deductibility of compensation ofpaid to certain individuals. The restricted stock unit plans that existed prior to ~~coming a~~the corporation being public ~~company will have payments in 2021~~vested after the reliance period as 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.underlying Treasury Regulations. It is our policy to apply the ~~IRC~~ Section 162(m) limitations to stock-based compensation, including our restricted stock ~~based compensation first; therefore,~~unit plan, first and then followed by cash compensation. As a result of the ~~2021 nondeductible IRC Section 162(m) expense was related to~~vesting of these units and cash compensation ~~and expense on~~paid to date, we have disallowed a portion of compensation paid to the ~~exercised restricted stock units that were above the limit as defined in IRC Section 162(m).~~applicable individuals.

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Financial condition

The following discussion of our financial condition compares balances as of June 30, ~~2021 with~~2022 and December 31, ~~2020.~~

~~Total assets~~

Our total assets were $11.92 billion at 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 $1.72 billion at June 30, 2021, an increase of $0.40 billion from $1.32 billion as of December 31, 2020. Also included in the increase in total assets from December 31, 2020 was an increase of $232.0 million in available-for-sale debt securities.2021.

Loan portfolio

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:


	June 30,						December 31,
	2022								2021
(dollars in thousands)	Committed		Amount Outstanding		% of total outstanding		Committed		Amount Outstanding		% of total outstanding
Loan Type:
Commercial and industrial (1)	$	2,482,613	$	1,479,424	17	%	$	2,060,028	$	1,290,565	17	%
Construction	3,097,486		1,575,331		18	%	2,886,088		1,327,659		17	%
Residential real estate:
1-to-4 family	1,458,401		1,457,452		17	%	1,272,477		1,270,467		17	%
Line of credit	1,021,721		425,485		5	%	935,571		383,039		5	%
Multi-family	403,712		391,970		5	%	339,882		326,551		4	%
Commercial real estate:
Owner-Occupied	1,103,796		1,053,872		12	%	1,005,534		951,582		13	%
Non-Owner Occupied	1,981,584		1,885,122		22	%	1,839,990		1,730,165		23	%
Consumer and other	404,030		355,681		4	%	351,153		324,634		4	%
Total loans	$	11,953,343	$	8,624,337	100	%	$	10,690,723	$	7,604,662	100	%

(1)Includes $1.3 million and $4.0 million of PPP loans outstanding as of June 30, 2022 and December 31, 2021, respectively.

Our ~~loan~~loans HFI portfolio is our most significant earning asset, comprising ~~60.4%~~70.7% and ~~63.2%~~60.4% of our total assets as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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~~in the markets we serve, but we are also party to loan syndications and ~~loan~~ participations from other banks (collectively, “participated loans”). At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, loans held for investment included approximately ~~$194.6~~$281.2 million and ~~$206.8~~$263.9 million, respectively, related to purchased ~~participation~~participated loans. All loans, whether or not we act as a participant, are underwritten to the same standards as all other loans we originate. 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 June 30, As of December 31,
2021 2020
(dollars in thousands) Amount % of
total Amount % of
total
Loan Type:
Commercial and industrial (1)

$ 1,238,940 17 % $ 1,346,122 19 %
Construction 1,145,165 16 % 1,222,220 17 %
Residential real estate:
1-to-4 family 1,126,623 16 % 1,089,270 15 %
Line of credit 401,343 6 % 408,211 6 %
Multi-family 363,600 5 % 175,676 2 %
Commercial real estate:
Owner-Occupied 923,605 13 % 924,841 13 %
Non-Owner Occupied 1,675,214 23 % 1,598,979 23 %
Consumer and other 324,464 4 % 317,640 5 %
Total loans $ 7,198,954 100 % $ 7,082,959 100 %

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

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. AtOur lending activity is heavily concentrated in the geographic market areas we serve, with highest concentration in Tennessee. This geographic concentration subjects our loan portfolio to the general economic conditions within the state. The risks created by this concentration have been considered by management in the determination of the appropriateness of the allowance for credit losses. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 been adversely impacted as a result of COVID–19, certain industries are more sensitive and for that reason present greater risk than other industries. The following presents industry loan categories considered to be “of concern” in relation to our total portfolio as of June 30, 2021 and December 31, 2020.

Approximate % of
total loans
Industry Description of components June 30, 2021 December 31, 2020
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 Includes assisted living, nursing and continuing care, medical practices, social assistance, mental health and substance abuse centers. 4.3 % 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 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 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 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 June 30, ~~2021~~2022 and December 31, ~~2020, which both were within the stated thresholds.~~2021.

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


	As a percentage (%) of tier 1 capital plus allowance for credit losses
	FirstBank		FB Financial Corporation
June 30, 2022
Construction	119.2	%	116.8	%
Commercial real estate	293.6	%	287.7	%
December 31, 2021
Construction	102.7	%	99.8	%
Commercial real estate	263.5	%	256.0	%

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 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 $57.4 million and $212.6 million as of June 30, 2021 and December 31, 2020, respectively, our commercial and industrial loans comprised $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


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 Act amounting to $1.3 million and $4.0 million as of June 30, 2022 and December 31, 2021, respectively. 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.











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 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.








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.

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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.~~


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






Consumer and other loans.			~~Consumer and other loans~~. Consumer and other loans include consumer loans made to individuals for personal, family and household purposes, including car, boat, manufactured homes (without real estate) and other recreational vehicle loans and personal lines of credit. Consumer loans are generally secured by vehicles, manufactured homes 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~~table presents the contractual maturities of our loan portfolio as of June 30, ~~2021 and December 31, 2020.~~2022. 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.


Loan type (dollars in thousands)	Maturing in one year or less			Maturing in one to five years			Maturing in five years to fifteen years			Maturing after fifteen years			Total
As of June 30, 2022
Commercial and industrial	$	600,243		$	656,889		$	221,435		$	857		$	1,479,424
Commercial real estate:
Owner occupied	117,694			523,398			370,285			42,495			1,053,872
Non-owner occupied	172,785			796,838			886,124			29,375			1,885,122
Residential real estate:
1-to-4 family	70,078			387,215			276,597			723,562			1,457,452
Line of credit	24,460			91,627			308,698			700			425,485
Multi-family	14,963			232,590			127,843			16,574			391,970
Construction	844,659			494,392			214,051			22,229			1,575,331
Consumer and other	38,903			84,543			59,505			172,730			355,681
Total ($)	$	1,883,785		$	3,267,492		$	2,464,538		$	1,008,522		$	8,624,337
Total (%)	21.8		%	37.9		%	28.6		%	11.7		%	100.0		%

For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of June 30, 2022. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~$22.0~~$20.9 million and ~~$22.4~~$21.5 million, respectively, in fixed-rate loans in which the Company has entered into variable rate swap contracts.

Loan type (dollars in thousands) Maturing in one
year or less Maturing in one
to five years Maturing after
five years Total
As of June 30, 2021
Commercial and industrial $ 507,749 $ 567,998 $ 163,193 $ 1,238,940
Commercial real estate:
Owner occupied 100,825 482,077 340,703 923,605
Non-owner occupied 95,109 804,332 775,773 1,675,214
Residential real estate:
1-to-4 family 76,140 365,486 684,997 1,126,623
Line of credit 33,996 77,182 290,165 401,343
Multi-family 4,879 234,280 124,441 363,600
Construction 579,896 416,833 148,436 1,145,165
Consumer and other 39,883 79,647 204,934 324,464
Total ($) $ 1,438,477 $ 3,027,835 $ 2,732,642 $ 7,198,954
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 %

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

Loan type (dollars in thousands) Fixed
interest rate Floating
interest rate Total
As of June 30, 2021
Commercial and industrial $ 356,868 $ 374,323 $ 731,191
Commercial real estate:
Owner occupied 548,249 274,531 822,780
Non-owner occupied 664,951 915,154 1,580,105
Residential real estate:
1-to-4 family 843,282 207,201 1,050,483
Line of credit 2,004 365,343 367,347
Multi-family 115,881 242,840 358,721
Construction 165,149 400,120 565,269
Consumer and other 266,727 17,854 284,581
Total ($) $ 2,963,111 $ 2,797,366 $ 5,760,477
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 %


Loan type (dollars in thousands)	Fixed interest rate			Floating interest rate			Total
As of June 30, 2022
Commercial and industrial	$	451,804		$	427,377		$	879,181
Commercial real estate:
Owner occupied	705,645			230,533			936,178
Non-owner occupied	874,222			838,115			1,712,337
Residential real estate:
1-to-4 family	1,119,428			267,946			1,387,374
Line of credit	4,929			396,096			401,025
Multi-family	182,329			194,678			377,007
Construction	304,624			426,048			730,672
Consumer and other	302,760			14,018			316,778
Total ($)	$	3,945,741		$	2,794,811		$	6,740,552
Total (%)	58.5		%	41.5		%	100.0		%

The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of June 30, ~~2021 and December 31, 2020.~~2022.


(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 June 30, 2021
As of June 30, 2022											As of June 30, 2022
One year or less	One year or less	$	590,905		$	847,572		$	1,438,477		One year or less	$	554,228		$	1,329,557		$	1,883,785
One to five years	One to five years	1,713,193			1,314,642			3,027,835			One to five years	1,957,151			1,310,341			3,267,492
More than five years		1,249,918			1,482,724			2,732,642
Five to fifteen years											Five to fifteen years	1,226,970			1,237,568			2,464,538
Over fifteen years											Over fifteen years	761,620			246,902			1,008,522
Total ($)	Total ($)	$	3,554,016		$	3,644,938		$	7,198,954		Total ($)	$	4,499,969		$	4,124,368		$	8,624,337
Total (%)	Total (%)	49.4		%	50.6		%	100.0		%	Total (%)	52.2		%	47.8		%	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 as of June 30, 2022, 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 in five years to fifteen years		Weighted average level of support (bps)	Maturing after fifteen years		Weighted average level of support (bps)	Total		Weighted average level of support (bps)
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	$	57,399	22.48	$	232,419	13.94	$	191,048	14.30	$	480,866	15.10	1-25 bps	$	49,506	23.64	$	10,681	23.38	$	54,749	15.50	$	1,846	21.84	$	116,782	19.77
26-50 bps	26-50 bps	10,965		50.00	3,096		49.26	16,897		47.95	30,958		48.81	26-50 bps	52,148		49.51	23,339		48.72	54,108		39.27	9,672		44.00	139,267		45.01
51-75 bps	51-75 bps	805		47.99	4,299		74.41	14,161		73.08	19,265		73.46	51-75 bps	169,393		74.37	121,979		71.72	76,787		71.85	12,902		71.50	381,061		72.92
76-100 bps	76-100 bps	1,202		100.00	819		95.14	4,760		95.43	6,781		96.21	76-100 bps	92,552		98.11	161,553		96.18	169,638		97.15	5,963		98.13	429,706		97.01
101-125 bps	101-125 bps	431		120.82	142		125.00	1,867		122.01	2,440		121.98	101-125 bps	202,599		123.24	71,121		121.25	74,664		120.39	79,531		109.43	427,915		119.85
126-150 bps	126-150 bps	48		150.00	11,174		135.73	3,187		147.35	14,409		138.35	126-150 bps	272,416		149.26	179,760		148.25	148,004		148.39	16,063		149.45	616,243		148.76
151-200 bps	151-200 bps	223		177.24	1,653		178.53	5,515		177.56	7,391		177.77	151-200 bps	124,075		173.85	172,316		170.26	122,953		171.11	16,902		172.54	436,246		171.61
201-250 bps	201-250 bps	—		—	268		247.40	924		239.72	1,192		241.45	201-250 bps	2,149		236.65	12,099		224.82	90,352		224.01	12,506		229.02	117,106		224.86
251 bps and above	251 bps and above	813		321.36	696		282.23	2,753		300.93	4,262		301.77	251 bps and above	16,959		307.70	6,564		349.36	46,148		317.67	34,975		355.79	104,646		330.79
Total loans with current rates above floors	Total loans with current rates above floors	$	71,886	33.09	$	254,566	23.11	$	241,112	32.18	$	567,564	28.22	Total loans with current rates above floors	$	981,797	120.55	$	759,412	125.49	$	837,403	133.58	$	190,360	164.43	$	2,768,972	128.86
Loans with current rates below floors:
Loans at interest rate floors providing support:														Loans at interest rate floors providing support:
1-25 bps	1-25 bps	$	78,804	22.30	$	121,389	19.65	$	75,951	16.45	$	276,144	19.53	1-25 bps	$	8,406	24.48	$	22,468	11.80	$	21,746	16.48	$	7,111	18.42	$	59,731	16.07
26-50 bps	26-50 bps	61,034		48.37	86,743		44.16	107,435		47.62	255,212		46.63	26-50 bps	4,839		45.20	34,290		50.00	4,167		38.60	1,021		50.00	44,317		48.40
51-75 bps	51-75 bps	99,323		73.82	88,026		69.38	128,092		68.15	315,441		70.28	51-75 bps	4,591		74.75	7,423		75.00	5,086		73.81	5,818		72.99	22,918		74.17
76-100 bps	76-100 bps	65,676		96.03	121,595		88.87	96,707		93.00	283,978		91.93	76-100 bps	—		—	7,726		98.72	1,303		88.31	141		77.00	9,170		96.90
101-125 bps	101-125 bps	32,334		124.03	50,163		120.59	74,484		118.01	156,981		120.07	101-125 bps	2,672		120.32	25,857		123.13	8,818		113.78	107		125.00	37,454		120.74
126-150 bps	126-150 bps	22,963		142.85	43,805		139.30	83,427		139.85	150,195		140.15	126-150 bps	15		150.00	8,502		146.58	9,604		133.80	—		—	18,121		139.81
151-200 bps	151-200 bps	38,580		182.10	64,207		179.83	92,951		178.50	195,738		179.65	151-200 bps	—		—	27,196		187.58	15,863		161.40	—		—	43,059		177.94
201-250 bps	201-250 bps	23,197		233.12	20,097		223.34	48,562		223.75	91,856		226.03	201-250 bps	1		240.00	—		—	3,964		215.06	—		—	3,965		215.06
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		$	440,620	101.79	$	631,728	97.50	$	755,451	114.85	$	1,827,799	105.71

Total loans at interest rate floors providing support														Total loans at interest rate floors providing support	$	20,524	53.19	$	133,462	96.14	$	70,551	95.12	$	14,198	44.44	$	238,735	89.07

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. As of June 30, 2022 and December 31, 2021, we had $55.5 million and $63.0 million, respectively, in nonperforming 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

as an adjustment to interest income amounted to $0.1 million ~~and $0.2 million~~ for both the three months ended June 30, 2022 and 2021, and ~~2020, respectively,~~$0.3 million and $0.6 ~~million and $0.3~~ million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $0.5 million ~~and $0.2 million~~both for the three months ended June 30, 2022 and 2021, and ~~2020, respectively,~~$1.6 million and $1.2 ~~million and $0.4~~ million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

~~As of June 30, 2021 and December 31, 2020, we had $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 previously acquired shared national credits and institutional healthcare loans that ~~were acquired during 2020 in our acquisition of Franklin and~~ amounted to ~~$5.8~~$1.5 million and ~~$6.5~~$5.2 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, other real estate owned included ~~$5.5~~$3.0 million and ~~$5.7~~$3.3 million, respectively, of excess land and facilities held for sale resulting from our prior acquisitions. Other nonperforming assets also included other repossessed non-real estate amounting to ~~$0.8~~$0.5 million and ~~$1.2~~$0.7 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were ~~$120.9~~$24.5 million and ~~$151.2~~$94.6 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 June 30, ~~2021~~2022 or December 31, ~~2020.~~

2021.

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 June 30,						As of December 31,				June 30,						December 31,
(dollars in thousands)	(dollars in thousands)	2021			2020			2020			(dollars in thousands)	2022			2021			2021
Loan Type	Loan Type										Loan Type
Commercial and industrial	Commercial and industrial	$	15,642		$	2,419		$	16,335		Commercial and industrial	$	3,469		$	15,642		$	1,583
Construction	Construction	5,790			1,947			4,626			Construction	2,675			5,790			4,340
Residential real estate:	Residential real estate:										Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	13,096			10,104			16,393			1-to-4 family mortgage	15,997			13,096			13,956
Residential line of credit	Residential line of credit	1,237			981			1,996			Residential line of credit	1,505			1,237			1,736
Multi-family mortgage	Multi-family mortgage	53			—			57			Multi-family mortgage	375			53			49
Commercial real estate:	Commercial real estate:										Commercial real estate:
Owner occupied	Owner occupied	8,074			2,644			7,948			Owner occupied	7,123			8,074			6,710
Non-owner occupied	Non-owner occupied	12,016			13,339			12,471			Non-owner occupied	7,263			12,016			14,084
Consumer and other	Consumer and other	3,619			3,391			4,630			Consumer and other	5,713			3,619			4,845
Total nonperforming loans held for investment	Total nonperforming loans held for investment	59,527			34,825			64,456			Total nonperforming loans held for investment	$	44,120		$	59,527		$	47,303
Loans held for sale	Loans held for sale	5,844			—			6,489			Loans held for sale	1,459			5,844			5,217
Other real estate owned	Other real estate owned	11,986			15,091			12,111			Other real estate owned	9,398			11,986			9,777
Other	Other	816			1,306			1,170			Other	527			816			686
Total nonperforming assets	Total nonperforming assets	$	78,173		$	51,222		$	84,226		Total nonperforming assets	$	55,504		$	78,173		$	62,983
Total nonperforming loans held for investment as a percentage of total loans held for investment		0.83		%	0.72		%	0.91		%
Total nonperforming loans held for investment as a percentage of total loans HFI											Total nonperforming loans held for investment as a percentage of total loans HFI	0.51		%	0.83		%	0.62		%
Total nonperforming assets as a percentage of total assets	Total nonperforming assets as a percentage of total assets	0.66		%	0.71		%	0.75		%	Total nonperforming assets as a percentage of total assets	0.46		%	0.66		%	0.50		%
Total nonaccrual loans HFI as a percentage of loans HFI											Total nonaccrual loans HFI as a percentage of loans HFI	0.34		%	0.70		%	0.47		%
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	0.08		%	0.09		%	0.12		%	Total accruing loans over 90 days delinquent as a percentage of total assets	0.12		%	0.08		%	0.09		%
Loans restructured as troubled debt restructurings	Loans restructured as troubled debt restructurings	$	42,678		$	13,277		$	15,988		Loans restructured as troubled debt restructurings	$	17,054		$	42,678		$	32,435
Troubled debt restructurings as a percentage of total loans held for investment	Troubled debt restructurings as a percentage of total loans held for investment	0.59		%	0.28		%	0.23		%	Troubled debt restructurings as a percentage of total loans held for investment	0.20		%	0.59		%	0.43		%

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 as of June 30, 2022 and December 31, 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 ~~$10.7~~$28.5 million at June 30, ~~2021~~2022 as compared to ~~$27.0~~$26.5 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 “(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 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 loss of $23 thousand and net gain of $0.5 million, respectively. During the three and six months ended 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 net gains $0.1 million and $0.1 million, respectively.

~~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, 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 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 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 $1.36 billion and $1.40 billion, respectively. As of June 30, 2021 and December 31, 2020, recorded balances in total loans remaining in deferral status under this program amounted to $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 June 30, 2021 and December 31, 2020, approximately 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 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 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. 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. 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.

~~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) Pass Special Mention Classified Total
As of June 30, 2021
Commercial and industrial $ 1,178,805 $ 20,254 $ 39,881 $ 1,238,940
Construction 1,133,782 2,103 9,280 1,145,165
Residential real estate:
1-to-4 family mortgage 1,100,074 6,076 20,473 1,126,623
Residential line of credit 396,297 344 4,702 401,343
Multi-family mortgage 363,547 — 53 363,600
Commercial real estate:
Owner occupied 885,300 12,485 25,820 923,605
Non-owner occupied 1,618,642 11,778 44,794 1,675,214
Consumer and other 318,197 612 5,655 324,464
Total loans $ 6,994,644 $ 53,652 $ 150,658 $ 7,198,954

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

2021.

Allowance for credit losses

The Company calculates its expected credit loss using a lifetime loss rate methodology. 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 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 accrued interest 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~~ See "Critical Accounting Estimates- Allowance for credit ~~losses was $144.7 million~~losses" within management's discussion and ~~$170.4 million and represented 2.01% and 2.41% of loans held~~analysis in our Form 10-K for ~~investment as of June 30, 2021 and December 31, 2020, respectively. Excluding PPP loans with a recorded investment totaling $57.4 million and $212.6 million,~~additional information regarding our ACL as a percentage of total loans held for investment would have been 2 and 7 basis points higher as of 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 changes in reasonable and supportable forecasts of macroeconomic variables during the three and six months ended 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 $13.2 million as of 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.methodology.

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 June 30,				As of December 31,
		2021				2020				June 30, 2022		December 31, 2021
(dollars in thousands)	(dollars in thousands)	Amount		% of Loans		Amount		% of Loans			(dollars in thousands)	Amount		% of Loans		ACL as a % of loans HFI category		Amount		% of Loans		ACL as a % of loans HFI category

Loan Type:	Loan Type:										Loan Type:
Commercial and industrial	Commercial and industrial	$	13,791	17	%	$	14,748	19	%		Commercial and industrial	$	10,191	17	%	0.69	%	$	15,751	17	%	1.22	%
Construction	Construction	32,838		16	%	58,477		17	%		Construction	38,383		18	%	2.44	%	28,576		17	%	2.15	%
Residential real estate:	Residential real estate:										Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	19,672		16	%	19,220		15	%		1-to-4 family mortgage	21,398		17	%	1.47	%	19,104		17	%	1.50	%
Residential line of credit	Residential line of credit	6,716		6	%	10,534		6	%		Residential line of credit	6,875		5	%	1.62	%	5,903		5	%	1.54	%
Multi-family mortgage	Multi-family mortgage	13,475		5	%	7,174		2	%		Multi-family mortgage	6,503		5	%	1.66	%	6,976		4	%	2.14	%
Commercial real estate:	Commercial real estate:										Commercial real estate:
Owner occupied	Owner occupied	4,707		13	%	4,849		13	%		Owner occupied	7,329		12	%	0.70	%	12,593		13	%	1.32	%
Non-owner occupied	Non-owner occupied	42,856		23	%	44,147		23	%		Non-owner occupied	22,536		22	%	1.20	%	25,768		23	%	1.49	%
Consumer and other	Consumer and other	10,608		4	%	11,240		5	%		Consumer and other	13,057		4	%	3.67	%	10,888		4	%	3.35	%
Total allowance	Total allowance	$	144,663	100	%	$	170,389	100	%		Total allowance	$	126,272	100	%	1.46	%	$	125,559	100	%	1.65	%

8779

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


		Three Months Ended June 30,						Six Months Ended June 30,						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			2021			2020			2020								(dollars in thousands)			2022				2021				2022			2021			2021
Allowance for credit losses at beginning of period	Allowance for credit losses at beginning of period	$	157,954		$	89,141		$	170,389		$	31,139		$	31,139							Allowance for credit losses at beginning of period			$	120,049			$	157,954			$	125,559		$	170,389		$	170,389
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		—			—			—			558			558

Charge-offs:	Charge-offs:																					Charge-offs:
Commercial and industrial	Commercial and industrial	(360)			(147)			(637)			(1,381)			(11,735)								Commercial and industrial			(1,751)				(360)				(1,755)			(637)			(4,036)
Construction	Construction	—			(18)			(29)			(18)			(18)								Construction			—				—				—			(29)			(30)
Residential real estate:	Residential real estate:																					Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	(16)			(123)			(149)			(365)			(403)								1-to-4 family mortgage			(23)				(16)				(23)			(149)			(154)
Residential line of credit	Residential line of credit	(3)			(21)			(18)			(21)			(22)								Residential line of credit			—				(3)				—			(18)			(18)
Multi-family mortgage	Multi-family mortgage	—			—			—			—			—								Multi-family mortgage			—				—				—			—			(1)
Commercial real estate:	Commercial real estate:																					Commercial real estate:
Owner occupied		—			—			—			(209)			(304)

Non-owner occupied	Non-owner occupied	—			(545)			—			(545)			(711)								Non-owner occupied			—				—				—			—			(1,566)
Consumer and other	Consumer and other	(480)			(311)			(1,196)			(1,037)			(2,112)								Consumer and other			(614)				(480)				(1,189)			(1,196)			(2,063)
Total charge-offs	Total charge-offs	$	(859)		$	(1,165)		$	(2,029)		$	(3,576)		$	(15,305)							Total charge-offs			$	(2,388)			$	(859)			$	(2,967)		$	(2,029)		$	(7,868)
Recoveries:	Recoveries:																					Recoveries:
Commercial and industrial	Commercial and industrial	$	87		$	807		$	216		$	895		$	1,712							Commercial and industrial			$	26			$	87			$	984		$	216		$	861
Construction	Construction	—			151			—			151			205								Construction			11				—				11			—			3
Residential real estate:	Residential real estate:																					Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	41			26			65			50			122								1-to-4 family mortgage			14				41				26			65			125
Residential line of credit	Residential line of credit	9			24			15			39			125								Residential line of credit			16				9				17			15			115
Multi-family mortgage		—			—			—			—			—

Commercial real estate:	Commercial real estate:																					Commercial real estate:
Owner occupied	Owner occupied	126			3			139			17			83								Owner occupied			15				126				25			139			156
Non-owner occupied		—			—			—			—			—

Consumer and other	Consumer and other	190			103			385			296			756								Consumer and other			348				190				565			385			773
Total recoveries	Total recoveries	$	453		$	1,114		$	820		$	1,448		$	3,003							Total recoveries			$	430			$	453			$	1,628		$	820		$	2,033
Net charge-offs	Net charge-offs	(406)			(51)			(1,209)			(2,128)			(12,302)								Net charge-offs			(1,958)				(406)				(1,339)			(1,209)			(5,835)
Provision for credit losses	Provision for credit losses	(12,885)			24,039			(24,517)			52,003			94,606								Provision for credit losses			8,181				(12,885)				2,052			(24,517)			(38,995)
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	$	144,663		$	113,129		$	144,663		$	113,129		$	170,389							Allowance for credit losses at the end of period			$	126,272			$	144,663			$	126,272		$	144,663		$	125,559
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	(0.02)		%	—		%	(0.03)		%	(0.09)		%	(0.22)		%						Ratio of net charge-offs during the period to average loans outstanding during the period			(0.09)		%		(0.02)		%		(0.03)		%	(0.03)		%	(0.08)		%
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)		243.0		%	324.8		%	243.0		%	324.8		%	264.3		%
Allowance for credit losses as a percentage of loans at end of period(1)																	Allowance for credit losses as a percentage of loans at end of period(1)	1.46	%	2.01	%		1.46	%			2.01	%			1.65	%
Allowance for credit losses as a percentage of nonaccrual loans HFI(1)																	Allowance for credit losses as a percentage of nonaccrual loans HFI(1)	427.5	%	286.9	%		427.5	%			286.9	%			353.0	%
Allowance for credit losses as a percentage of nonperforming loans at end of period(1)																	Allowance for credit losses as a percentage of nonperforming loans at end of period(1)	286.2	%	243.0	%		286.2	%			243.0	%			265.4	%

~~(a)~~(1) Excludes reserve for credit losses on unfunded commitments of $20.4 million, $13.2 million ~~$6.5 million,~~ and ~~$16.4~~$14.4 million recorded in accrued expenses and other liabilities at June 30, ~~2021,~~2022, June 30, ~~2020,~~2021, and December 31, ~~2020,~~2021, respectively.

The following tables details our provision for credit losses and net charge-offs to average loans outstanding by loan category during the periods indicated:


	Provision for credit losses(1)		Net charge-offs		Average loans held for investment		Ratio of annualized net recoveries (charge-offs) to average loans
(dollars in thousands)
Three months ended June 30, 2022
Commercial and industrial	$	(783)	$	(1,725)	$	1,430,769	(0.48)	%
Construction	6,590		11		1,510,077		—	%
Residential real estate:
1-to-4 family mortgage	383		(9)		1,403,214		—	%
Residential line of credit	314		16		413,126		0.02	%
Multi-family mortgage	105		—		405,324		—	%
Commercial real estate::
Owner occupied	(1,102)		15		1,032,523		0.01	%
Non-owner occupied	1,246		—		1,795,905		—	%
Consumer and other	1,428		(266)		332,840		(0.32)	%
Total	$	8,181	$	(1,958)	$	8,323,778	(0.09)	%
Three months ended June 30, 2021
Commercial and industrial	$	(579)	$	(273)	$	1,278,142	(0.09)	%
Construction	(5,784)		—		1,133,436		—	%
Residential real estate:
1-to-4 family mortgage	75		25		1,095,914		0.01	%
Residential line of credit	(2,558)		6		393,828		0.01	%
Multi-family mortgage	1,818		—		304,890		—	%
Commercial real estate::
Owner occupied	972		126		921,496		0.05	%
Non-owner occupied	(7,323)		—		1,649,955		—	%
Consumer and other	494		(290)		307,639		(0.38)	%
Total	$	(12,885)	$	(406)	$	7,085,300	(0.02)	%
Six months ended June 30, 2022
Commercial and industrial	$	(4,789)	$	(771)	$	1,383,591	(0.11)	%
Construction	9,796		11		1,446,157		—	%
Residential real estate:
1-to-4 family mortgage	2,291		3		1,354,941		—	%
Residential line of credit	955		17		399,707		0.01	%
Multi-family mortgage	(473)		—		382,753		—	%
Commercial real estate::
Owner occupied	(5,289)		25		1,004,676		0.01	%
Non-owner occupied	(3,232)		—		1,747,587		—	%
Consumer and other	2,793		(624)		325,310		(0.39)	%
Total	$	2,052	$	(1,339)	$	8,044,722	(0.03)	%
Six months ended June 30, 2021
Commercial and industrial	$	(536)	$	(421)	$	1,289,988	(0.07)	%
Construction	(25,610)		(29)		1,109,972		(0.01)	%
Residential real estate:
1-to-4 family mortgage	536		(84)		1,093,481		(0.02)	%
Residential line of credit	(3,815)		(3)		395,809		—	%
Multi-family mortgage	6,301		—		275,551		—	%
Commercial real estate::
Owner occupied	(281)		139		903,841		0.03	%
Non-owner occupied	(1,291)		—		1,669,467		—	%
Consumer and other	179		(811)		304,983		(0.54)	%
Total	$	(24,517)	$	(1,209)	$	7,043,092	(0.03)	%

(1) Excludes provision for credit losses on unfunded commitments of $4.1 million and $(1.0) million recorded for the three months ended June 30, 2022 and 2021, respectively, and $6.0 million and $(3.2) million for the six months ended June 30, 2022 and 2021, respectively.


	Provision for credit losses(1)		Net recoveries (charge-offs)		Average loans held for investment		Ratio of annualized net recoveries (charge-offs) to average loans
(dollars in thousands)
Year ended December 31, 2021
Commercial and industrial	$	4,178	$	(3,175)	$	1,271,476	(0.25)	%
Construction	(29,874)		(27)		1,138,769		—	%
Residential real estate:
1-to-4 family mortgage	(87)		(29)		1,130,019		—	%
Residential line of credit	(4,728)		97		392,907		0.02	%
Multi-family mortgage	(197)		(1)		310,874		—	%
Commercial real estate::
Owner occupied	7,588		156		917,334		0.02	%
Non-owner occupied	(16,813)		(1,566)		1,683,413		(0.09)	%
Consumer and other	938		(1,290)		352,421		(0.37)	%
Total	$	(38,995)	$	(5,835)	$	7,197,213	(0.08)	%

1) Excludes reversal of provision for credit losses on unfunded commitments of $2.0 million recorded for the year ended December 31, 2021, respectively.

The allowance for credit losses was $126.3 million and $125.6 million and represented 1.46% and 1.65% of loans held for investment as of June 30, 2022 and December 31, 2021, respectively.

The primary reason for the increase in the allowance for credit losses is due to loan growth and a tightening monetary policy environment during the three and six months ended June 30, 2022. Specifically, we performed qualitative evaluations within our established qualitative framework, weighting the impact of the current economic outlook (including inflation, employment, global conflicts and supply chain concerns), status of federal government stimulus programs, and other considerations. Further, we increased our required reserve due to projected slower GDP growth over the next two to three fiscal years; expected elevated unemployment levels; and due to expected Federal Reserve interest rate increases in the short term. The qualitative evaluations above include weighted projections that the economy may be nearing a recession. We considered the conflict between Russia and Ukraine which has also led to uncertainty surrounding its potential impact and hardship on the U.S. economy. These considerations were slightly offset as the Company removed the impact of COVID troubled industries from its calculation during the three and six months ended June 30, 2022.

We experienced an improvement in credit quality indicators including lower nonaccrual loans and lower total nonperforming assets compared to December 31, 2021. Our total nonperforming loans as a percentage of loans held for investment as of June 30, 2022 was 0.51% compared to 0.62% as of December 31, 2021.

We also maintain an allowance for credit losses on unfunded commitments, which increased to $20.4 million as of June 30, 2022 from $14.4 million as of December 31, 2021 due to an increase in unfunded loan commitment balances, particularly in our construction pipeline, and due to the economic outlook noted above.

Loans held for sale

Commercial loans held for sale

~~On August 15, 2020, the Company~~The Company's loans held for sale includes a previously 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 ~~$124.1~~$37.8 million as of June 30, ~~2021~~2022 compared to ~~$215.4~~$79.3 million as of December 31, ~~2020.~~2021. The ~~decrease~~change is ~~primarily~~ attributable to loans within the portfolio being paid off through external refinancing and ~~pay-downs.~~ pay-downs and was partially offset by loan fundings on pre-existing loan commitments.

This decrease also includes ~~gains~~losses recognized on ~~changes~~the change in fair value ~~amounting~~of the portfolio which is included in 'other noninterest income' on the consolidated statement of income of $2.0 million and $2.2 million for the three and six months ended June 30, 2022, respectively, compared to gains of $1.4 million 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.~~respectively.

Mortgage loans held for sale

Mortgage loans held for sale were ~~$697.4~~$222.4 million at June 30, ~~2021~~2022 compared to ~~$683.8~~$672.9 million at December 31, ~~2020.~~2021. Interest rate lock volume for the three months ended June 30, 2022 and 2021 ~~and 2020,~~ totaled ~~$1.77~~$0.70 billion and ~~$2.24~~$1.77 billion, respectively, and ~~$3.66~~$2.01 billion and ~~$4.33~~$3.66 billion for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Generally, mortgage volume decreases in rising interest rate environments and slower housing markets and 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 during the three and six months ended June 30, ~~2021~~2022 reflects the slow down experienced across the industry compared with the ~~same periods in the prior year,~~three and six months ended June 30, 2021, which benefited from historically low interest rates pre-empted by the COVID-19 Pandemic. Interest rate lock commitments in the pipeline were ~~$0.79 billion~~$292.7 million as of June 30, ~~2021~~2022 compared with ~~$1.19 billion~~$487.4 million as of December 31, ~~2020.~~2021. We expect to experience declines in mortgage loans held for sale through the remainder of 2022 associated with our exit from our direct-to-consumer channel, which was announced during the second quarter of 2022.

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 ~~$10.20~~$10.54 billion and ~~$9.46~~$10.84 billion as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. Noninterest-bearing deposits at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~$2.48~~$2.90 billion and ~~$2.27~~$2.74 billion, respectively, while interest-bearing deposits were ~~$7.72~~$7.64 billion and ~~$7.18~~$8.10 billion at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. This deposit ~~growth includes increases~~decrease is primarily due a decrease in money market deposits outstanding of ~~$523.5~~$451.2 million ~~and $70.1 million in interest-bearing demand and savings deposits, respectively, in each case compared to~~from December 31, ~~2020.~~2021. This was offset by ~~declines~~increases in customer time and ~~brokered and internet time~~saving deposits of ~~$134.2~~$68.3 million and ~~$20.7~~$35.7 million, respectively, in each case as of June 30, ~~2021~~2022 compared to balances as of December 31, ~~2020.~~2021. This change in deposit composition is a result of our balance sheet management and focus on replacing time deposits with less costly funding sources. This strategy lowered the cost of our deposits for the six months ended June 30, 2022 to 0.22% compared to 0.36% for the six months ended June 30, 2021. Also, during the six months ended June 30, 2022, the Company entered into two designated fair value hedges to mitigate interest rate exposure associated with certain fixed-rate money market deposits. The aggregate fair value of these hedges included in the carrying amount of total money market deposits as of June 30, 2022 was $6.1 million.

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 ~~$166.1~~$133.2 million and ~~$148.0~~$127.6 million at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. Additionally, our deposits from municipal and governmental entities (i.e. "public deposits") totaled ~~$1.93~~$2.34 billion at June 30, ~~2021,~~2022, compared to ~~$1.68~~$2.29 billion at December 31, ~~2020.~~2021.

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,~~14, "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 as of the dates indicated:


		As of June 30,						As of December 31,								As of June 30,						As of December 31,
		2021						2020						2022				2021
(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	$	2,484,982	25	%	—	%	$	2,274,103	24	%	—	%		Noninterest-bearing demand	$	2,895,520	27	%	—	%	$	2,740,214	26	%	—	%
Interest-bearing demand	Interest-bearing demand	3,015,253		30	%	0.40	%	2,491,765		26	%	0.61	%		Interest-bearing demand	3,338,561		32	%	0.33	%	3,418,666		32	%	0.35	%
Money market	Money market	2,998,527		29	%	0.44	%	2,902,230		30	%	0.76	%		Money market	2,615,192		25	%	0.21	%	3,066,347		28	%	0.36	%
Savings deposits	Savings deposits	422,754		4	%	0.06	%	352,685		4	%	0.08	%		Savings deposits	516,271		5	%	0.05	%	480,589		4	%	0.06	%
Customer time deposits	Customer time deposits	1,241,540		12	%	0.76	%	1,375,695		15	%	1.52	%		Customer time deposits	1,171,941		11	%	0.57	%	1,103,594		10	%	0.67	%
Brokered and internet time deposits	Brokered and internet time deposits	40,900		—	%	2.24	%	61,559		1	%	0.90	%		Brokered and internet time deposits	5,817		—	%	1.31	%	27,487		—	%	1.69	%
Total deposits	Total deposits	$	10,203,956	100	%	0.36	%	$	9,458,037	100	%	0.62	%		Total deposits	$	10,543,302	100	%	0.22	%	$	10,836,897	100	%	0.30	%

Total Uninsured Deposits															Total Uninsured Deposits	$	5,572,038	53	%			$	4,877,819	45	%

Customer Time Deposits	Customer Time Deposits														Customer Time Deposits
0.00-0.50%	0.00-0.50%	$	718,719	58	%			$	454,429	34	%				0.00-0.50%	$	762,313	65	%			$	792,020	72	%
0.51-1.00%	0.51-1.00%	189,411		15	%			253,883		18	%				0.51-1.00%	60,776		5	%			97,644		9	%
1.01-1.50%	1.01-1.50%	102,929		8	%			155,755		11	%				1.01-1.50%	22,292		2	%			78,539		7	%
1.51-2.00%	1.51-2.00%	62,326		5	%			169,414		12	%				1.51-2.00%	212,111		18	%			36,090		3	%
2.01-2.50%	2.01-2.50%	91,622		8	%			159,699		12	%				2.01-2.50%	28,278		2	%			44,653		4	%
Above 2.50%	Above 2.50%	76,533		6	%			182,515		13	%				Above 2.50%	86,171		8	%			54,648		5	%
Total customer time deposits	Total customer time deposits	$	1,241,540	100	%			$	1,375,695	100	%				Total customer time deposits	$	1,171,941	100	%			$	1,103,594	100	%
Brokered and Internet Time Deposits	Brokered and Internet Time Deposits														Brokered and Internet Time Deposits
0.00-0.50%	0.00-0.50%	$	98	—	%			$	—	—	%				0.00-0.50%	$	99	2	%			$	99	—	%
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%	247		4	%			595		2	%
1.51-2.00%	1.51-2.00%	24,952		61	%			42,311		69	%				1.51-2.00%	757		13	%			16,358		60	%
2.01-2.50%	2.01-2.50%	8,786		22	%			5,312		9	%				2.01-2.50%	4,215		72	%			4,464		16	%
Above 2.50%	Above 2.50%	6,469		16	%			8,276		13	%				Above 2.50%	499		9	%			5,971		22	%
Total brokered and internet time deposits	Total brokered and internet time deposits	40,900		100	%			61,559		100	%				Total brokered and internet time deposits	$	5,817	100	%			$	27,487	100	%
Total time deposits	Total time deposits	$	1,282,440					$	1,437,254						Total time deposits	$	1,177,758					$	1,131,081

Other earning assets

~~The following table sets forth~~Securities purchased under agreements to resell ("reverse repurchase agreements")

We enter into agreements with certain customers to purchase investment securities under agreements to resell at specific dates in the future. This investment deploys some of our ~~time deposits segmented by months~~liquidity position into an instrument that improves the return on those funds in low interest rate environments. Additionally, we believe it positions us more favorably for a rising interest rate environment. Securities purchased under agreements to ~~maturity~~resell totaled $195.6 million and ~~deposit amount as of~~$74.2 million at June 30, ~~2021~~2022 and December 31, ~~2020:~~

As of June 30, 2021
(dollars in thousands) Time deposits
of $100 and
greater Time deposits
of less
than $100 Total
Months to maturity:
Three or less $ 226,948 $ 102,992 $ 329,940
Over Three to Six 146,782 76,149 222,931
Over Six to Twelve 199,084 128,936 328,020
Over Twelve 267,959 133,590 401,549
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

2021, respectively.

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~~lines of credit and other 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 by investment type and the relative percentage of each investment type for the dates indicated:~~

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

~~The~~ fair value of our available-for-sale debt securities portfolio atwas $1.62 billion and $1.68 billion as of June 30, ~~2021 was $1.40 billion compared to $1.17 billion at~~2022 and December 31, ~~2020.~~ 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company had $3.1 million and $3.4 million, respectively, in equity securities recorded at fair value that primarily consisted of mutual funds.

During the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we purchased ~~$223.5~~$73.1 million and ~~$30.4~~$223.5 million ~~respectively~~ in investment securities, ~~and during~~respectively. During the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we purchased ~~$354.8~~$243.2 million and ~~$60.0~~$354.8 million in investment securities, ~~respectively (excluding those acquired from Farmers National during~~respectively. During the three and six months ended June 30, ~~2020).~~2022, we sold $1.2 million in

investment securities. There were no sales of securities sold during the three and six months ended June 30, ~~2021 and 2020.~~2021. During the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, maturities and calls of securities totaled ~~$86.9~~$65.3 million and ~~$44.7~~$86.9 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 June 30, 2021 and December 31, 2020, net unrealized gains of $22.3 million and $34.6 million, respectively, were in included in the fair value of available-for-sale debt securities.

As of June 30, 2021 and December 31, 2020, the Company had $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 $136 thousand and a net loss of $28 thousand during the three months ended June 30, 2021 and 2020,~~ respectively. During the six months ended June 30, 2022 and 2021, maturities and ~~2020,~~calls of securities totaled $126.3 million and $147.9 million, respectively.

Included in the fair value of available-for-sale debt securities were net unrealized losses of $167.5 million at June 30, 2022 compared net unrealized gains of $4.7 million at December 31, 2021. Our available-for-sale debt securities portfolio incurred unrealized losses during the period due to a rising interest rate environment, but we believe we are well positioned to mitigate the impact of future rate increases due to the low duration of our portfolio. During the three months ended June 30, 2022 and 2021, the change in the fair value of equity securities resulted in a net loss of $ 110 thousand and a net gain of $136 thousand, respectively. During the six months ended June 30, 2022 and 2021, the change in the fair value of equity securities resulted in a net loss of $264 thousand and 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~~available-for-sale debt securities portfolio as of the dates indicated below:


		As of June 30,						As of December 31,							As of June 30,						As of December 31,
		2021						2020							2022						2021
(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	$	10,534	0.8	%	1.66	%	$	16,628	1.4	%	1.57	%	Maturing within one year	$	—	—	%	—	%	$	—	—	%	—	%
Maturing in one to five years	Maturing in one to five years	—		—	%	—	%	—		—	%	—	%	Maturing in one to five years	109,793		6.8	%	2.10	%	14,908		0.9	%	1.24	%
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	10,534		0.8	%	1.66	%	16,628		1.4	%	1.57	%	Total Treasury securities	109,793		6.8	%	2.10	%	14,908		0.9	%	1.24	%
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	1,250		0.1	%	1.00	%	—		—	%	—	%	Maturing in one to five years	21,904		1.3	%	1.58	%	20,141		1.2	%	1.33	%
Maturing in five to ten years	Maturing in five to ten years	7,005		0.5	%	1.23	%	2,003		0.2	%	2.64	%	Maturing in five to ten years	19,157		1.2	%	1.54	%	13,729		0.8	%	1.40	%
Maturing after ten years	Maturing after ten years	—		—	%	—	%	—		—	%	—	%	Maturing after ten years	998		0.1	%	0.64	%	—		—	%	—	%
Total government agency securities	Total government agency securities	8,255		0.6	%	1.19	%	2,003		0.2	%	2.64	%	Total government agency securities	42,059		2.6	%	1.54	%	33,870		2.0	%	1.36	%
Municipal securities
Municipal securities:														Municipal securities:
Maturing within one year	Maturing within one year	8,437		0.6	%	3.07	%	19,034		1.6	%	1.07	%	Maturing within one year	3,077		0.2	%	2.14	%	21,884		1.3	%	1.26	%
Maturing in one to five years	Maturing in one to five years	20,637		1.5	%	1.91	%	24,184		2.1	%	2.06	%	Maturing in one to five years	20,271		1.3	%	2.24	%	19,903		1.2	%	2.05	%
Maturing in five to ten years	Maturing in five to ten years	36,705		2.7	%	2.94	%	37,313		3.2	%	2.76	%	Maturing in five to ten years	29,556		1.8	%	3.50	%	27,086		1.6	%	3.38	%
Maturing after ten years	Maturing after ten years	267,104		19.0	%	3.20	%	275,798		23.5	%	3.12	%	Maturing after ten years	220,260		13.6	%	3.11	%	269,737		16.1	%	3.14	%
Total obligations of state and municipal subdivisions	Total obligations of state and municipal subdivisions	332,883		23.8	%	3.08	%	356,329		30.4	%	3.07	%	Total obligations of state and municipal subdivisions	273,164		16.9	%	3.08	%	338,610		20.2	%	2.97	%
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	4,339		0.3	%	2.56	%	2,975		0.3	%	3.12	%	Maturing in one to five years	3,912		0.2	%	2.72	%	4,041		0.2	%	2.55	%
Maturing in five to ten years	Maturing in five to ten years	21,426		1.5	%	2.49	%	30,596		2.6	%	2.47	%	Maturing in five to ten years	23,833		1.5	%	2.66	%	17,368		1.0	%	2.28	%
Maturing after ten years	Maturing after ten years	1,024,399		72.9	%	1.51	%	761,353		64.9	%	1.45	%	Maturing after ten years	1,157,855		71.6	%	1.85	%	1,263,213		75.3	%	1.51	%
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	1,050,164		74.7	%	1.52	%	794,924		67.8	%	1.50	%	Total residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC	1,185,600		73.3	%	1.87	%	1,284,622		76.5	%	1.53	%

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	371		—	%	5.00	%	355		—	%	5.06	%
Maturing in five to ten years	Maturing in five to ten years	2,036		0.1	%	4.19	%	2,016		0.2	%	4.19	%	Maturing in five to ten years	7,254		0.4	%	3.87	%	6,160		0.4	%	4.05	%
Maturing after ten years	Maturing after ten years	—		—	%	—	%	—		—	%	—	%	Maturing after ten years	—		—	%	—	%	—		—	%	—	%
Total Corporate securities	Total Corporate securities	2,536		0.1	%	4.35	%	2,516		0.2	%	4.35	%	Total Corporate securities	7,625		0.4	%	3.94	%	6,515		0.4	%	4.13	%
Total investment securities		$	1,404,372	100.0	%	1.90	%	$	1,172,400	100.0	%	2.29	%
Total available-for-sale debt securities														Total available-for-sale debt securities	$	1,618,241	100.0	%	2.09	%	$	1,678,525	100.0	%	1.83	%

(1)Yields on a tax-equivalent basis.

9285

~~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) Amortized cost Gross unrealized gains Gross unrealized losses Fair value
Securities available-for-sale
As of June 30, 2021
U.S. government agency securities $ 8,255 $ 1 $ (1) $ 8,255
Mortgage-backed securities - residential 1,031,233 9,507 (5,737) 1,035,003
Mortgage-backed securities - commercial 14,715 446 — 15,161
Municipal securities 314,862 18,088 (67) 332,883
U.S. Treasury securities 10,486 48 — 10,534
Corporate securities 2,500 42 (6) 2,536
$ 1,382,051 $ 28,132 $ (5,811) $ 1,404,372
As of December 31, 2020
US Government agency securities $ 2,000 $ 3 $ — $ 2,003
Mortgage-backed securities - residential 760,099 14,040 (803) 773,336
Mortgage-backed securities - commercial 20,226 1,362 — 21,588
Municipal securities 336,543 19,806 (20) 356,329
U.S. Treasury securities 16,480 148 — 16,628
Corporate securities 2,500 17 (1) 2,516
$ 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 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 purchased, and subordinated debt.

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

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 ~~$33.1~~$31.7 million and ~~$32.2~~$40.7 million at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 ~~(3.30%~~(5.35% and ~~3.40%~~3.37% at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively) for the $21.7 million debenture and 3-month LIBOR plus 325 basis points ~~(3.40%~~(5.50% and ~~3.50%~~3.47% at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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. The Company classified both debentures as additional Tier 1 capital as of June 30, 2022 and December 31, 2021.

~~Additionally, during 2020, we placed~~We also have $100.0 million of ten year fixed-to-floating rate subordinated notes ~~maturing~~scheduled to mature on 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. During the first quarter of 2022, the Company entered into a designated fair value hedge to mitigate our interest rate exposure associated with these notes. The estimated fair value of the hedge included in borrowings on the consolidated balance sheet as of June 30, 2022 was $2.5 million. The Company ~~has~~ classified the subordinated notes issuance, net of the impact of the designated fair value hedge and unamortized issuance costs, ~~of $1.6 million and $1.8 million, as Tier 2 capital at 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 six months ended June 30, 2021, we redeemed the $40.0 million March 2026 Subordinated Notes in full. Additionally, during the three and six months ended June 30, 2021, we recorded accretion of a purchase accounting premium of $0.1 million and $0.4 million as a reduction to interest expense on borrowings. The remaining July 2026 Subordinated Note was paid off on July 1, 2021. There was $20 million and $60.0 million related to these issuances included as Tier 2 capital as of June 30, ~~2021~~2022, and net of unamortized issuance costs as of December 31, ~~2020, respectively.~~2021.

Other borrowings

During the first quarter of 2020, we 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~~$1.4 million and $1.5 million as of ~~both~~ June 30, ~~2021~~2022 and December 31, ~~2020.~~2021, respectively. See Note 6,5, "Leases" within the Notes to our consolidated financial statements for additional information regarding our finance lease.

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.

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 June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, securities with a carrying value of ~~$998.0 million~~$1.31 billion and ~~$804.8 million,~~$1.23 billion, 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 or other advances with the FHLB as of June 30, ~~2021~~2022 or December 31, ~~2020.~~2021. There was ~~$1.28~~$1.16 billion and ~~$1.18~~$1.23 billion as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively available to borrow against.

We also maintain lines of credit with other commercial banks totaling ~~$345.0~~$315.0 million and ~~$335.0~~$325.0 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. There were no borrowings against ~~the~~these lines as of June 30, ~~2021~~2022 or December 31, ~~2020.~~2021. We also had an additional $50.0 million available through the promontory network as of both June 30, 2022 and December 31, 2021.

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. Based upon this regulation, as of June 30, ~~2021~~2022 and December 31, ~~2020, $90.0~~2021, $105.4 million and ~~$185.7~~$170.8 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 June 30, 2022, there were $17.3 million and $34.5 million 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, 2021, there were $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 June 30, ~~2021,~~2022, the board approved a dividend from the Bank to the holding company to be paid in the third quarter for ~~$6.3~~$7.3 million that also did not require approval from the TDFI.

During the three and six months ended June 30, 2022, the Company declared and paid shareholder dividends of $0.13 per share, or $6.2 million and $0.26 per share, or $12.4 million, respectively. During the three and six months ended June 30, 2021, the Company declared and paid ~~shareholder~~ dividends of $0.11 per share, or $5.3 million and $0.22 per share, or $10.6 million, respectively. ~~During the three and six months ended June 30, 2020, the Company declared and paid dividends of $0.09 per share, or $3.0 million and $0.18 per share, or $5.8 million, respectively.~~ Subsequent to June 30, ~~2021,~~2022, the Company declared a quarterly dividend in the amount of ~~$0.11~~$0.13 per share, payable on August ~~23, 2021,~~22, 2022, to stockholders of record as of August 9,8, 2022.

Shareholders’ equity and capital management

Our total shareholders’ equity was $1.32 billion at June 30, 2022 and $1.43 billion at December 31, 2021.

Book value per share was $28.15 at June 30, 2022 and $30.13 at December 31, 2021, respectively. The ~~Company is party~~decrease in shareholders’ equity, during the first half of 2022, was primarily attributable to a ~~registration rights agreement with its former majority shareholder entered into~~decrease in ~~connection with the 2016 initial public offering, under which the Company is responsible for payment of expenses (other than underwriting discounts~~accumulated other comprehensive income related to unrealized losses on our available-for-sale securities portfolio. Additionally, our capital was impacted by retained net income, dividends paid, and ~~commissions) relating to sales to the public by the shareholder of shares of the Company's~~$32.7 million in common stock ~~beneficially owned by him. Such expenses include registration fees, legal and accounting fees, and printing costs payable by~~repurchases during 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 June 30, 2020.

~~Capital management and regulatory capital requirements~~2022.

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.

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 June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we ~~exceeded~~met all capital ~~ratio~~adequacy requirements ~~under prompt corrective action~~for which we are subject. See additional discussion regarding our capital adequacy 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
(dollars in thousands) Amount Ratio
(%) Amount Ratio
(%) Amount Ratio
(%)
June 30, 2021
Total capital (to risk weighted assets)
FB Financial Corporation $ 1,383,471 14.9 % $ 974,690 10.5 % N/A N/A
FirstBank $ 1,317,759 14.2 % $ 971,072 10.5 % $ 924,831 10.0 %
Tier 1 capital (to risk weighted assets)
FB Financial Corporation $ 1,177,609 12.7 % $ 789,034 8.5 % N/A N/A
FirstBank $ 1,131,897 12.2 % $ 786,106 8.5 % $ 739,865 8.0 %
Tier 1 Capital (to average assets)
FB Financial Corporation $ 1,177,609 10.1 % $ 466,866 4.0 % N/A N/A
FirstBank $ 1,131,897 9.7 % $ 465,961 4.0 % $ 582,451 5.0 %
Common Equity Tier 1 (CET1)
FB Financial Corporation $ 1,147,609 12.4 % $ 649,793 7.0 % N/A N/A
FirstBank $ 1,131,897 12.2 % $ 647,382 7.0 % $ 601,140 6.5 %
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 (CET1)
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 %

~~(1) Minimum~~ ratios ~~presented exclude the~~at within Note 12, "Minimum 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 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.

~~Capital Expenditures~~

~~As of June 30, 2021, we have $0.7 million in committed capital expenditures over the next twelve months related to expansion of our locations.~~

~~Shareholders’ equity~~

Our total shareholders’ equity was $1.37 billion at June 30, 2021 and $1.29 billion at December 31, 2020. Book value per share was $28.96 at June 30, 2021 and $27.35 at December 31, 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"requirements" in the notes to ~~the~~our consolidated financial statements ~~included elsewhere in this Report.~~contained herein.

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, 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 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~~Economic Value of Equity 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:
											Net interest income (1)
						Percentage change in:					Year 1				Year 2
Change in interest rates	Change in interest rates	Net interest income (1)								Change in interest rates	June 30,		December 31,		June 30,		December 31,
		Year 1				Year 2
		June 30,		December 31,		June 30,		December 31,
(in basis points)	(in basis points)	2021		2020		2021		2020		(in basis points)	2022		2021		2022		2021
+400	+400	41.4	%	46.8	%	37.3	%	52.3	%	+400	19.4	%	40.9	%	29.3	%	54.8	%
+300	+300	30.6	%	34.8	%	27.7	%	39.1	%	+300	14.4	%	30.2	%	21.8	%	40.8	%
+200	+200	19.8	%	22.8	%	18.2	%	26.1	%	+200	10.7	%	20.9	%	15.7	%	28.3	%
+100	+100	9.40	%	10.7	%	8.86	%	12.9	%	+100	6.08	%	10.8	%	8.66	%	14.7	%
-100	-100	(5.62)	%	(3.80)	%	(8.31)	%	(6.80)	%	-100	(6.29)	%	(6.32)	%	(9.19)	%	(10.2)	%
-200	-200	(7.08)	%	(3.80)	%	(10.2)	%	(6.80)	%	-200	(14.1)	%	(8.73)	%	(21.2)	%	(13.5)	%


							Percentage change in:
		Percentage change in:					Economic value of equity (2)
Change in interest rates	Change in interest rates	Economic value of equity (2)				Change in interest rates	June 30,		December 31,
		June 30,		December 31,
(in basis points)	(in basis points)	2021		2020		(in basis points)	2022		2021
+400	+400	13.8	%	40.0	%	+400	(10.6)	%	5.30	%
+300	+300	11.7	%	32.8	%	+300	(7.21)	%	5.67	%
+200	+200	8.86	%	24.2	%	+200	(3.58)	%	5.72	%
+100	+100	4.86	%	13.2	%	+100	(1.01)	%	3.90	%
-100	-100	(6.98)	%	(6.40)	%	-100	(0.34)	%	(8.13)	%
-200	-200	(10.6)	%	(6.29)	%	-200	(3.61)	%	(21.4)	%

(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 interest 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 June 30, ~~2021~~2022 and December 31, ~~2020~~2021 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

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.~~rates.

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,~~9, “Derivatives” in the notes to our consolidated financial statements.

ITEM 4.4 — 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 Securities Exchange ~~Act)~~Act of 1934, as amended (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 June 30, ~~2021,~~2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~100~~

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~~.

2021.

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 June 30, ~~2021:~~2022:

~~Period~~

(a)
Total number of shares purchased

(b)
Average price paid per share


Period	(a) Total number of shares purchased(1)	(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(2)
April 1 - April 30, 2022	337,120	$	41.18	337,120	$	86,107,381
May 1 - May 31, 2022	231,097	39.7		231,097	76,925,788
June 1 - June 30, 2022	81,783	42.58		81,783	73,440,676
Total	650,000	$	40.83	650,000	73,440,676

(1) On March 14, 2022, the Company announced ~~plans or programs~~

(d)
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs

~~April 1 - April 30, 2021~~

—

~~100,000,000~~

~~May 1 - May 31, 2021~~

—

~~100,000,000~~

~~June 1 - June 30, 2021~~

—

~~100,000,000~~

~~Total~~

—

~~100,000,000~~

~~On February 18, 2021~~ the board of ~~directors approved~~directors’ authorization of a share repurchase ~~plan for~~program pursuant to which the Company may purchase up to $100 million in shares of ~~Company~~the Company’s issued and outstanding common stock. ~~This~~The purchase authorizations granted under the new repurchase plan ~~expires March~~will terminate either on the date on which the maximum dollar amount is repurchased under the new repurchase plan or on January 31, ~~2022, and purchases~~2024, whichever date occurs earlier. The new repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange ~~Act. To date,~~Act of 1934, as amended.

(2) Amounts are inclusive of commissions and fees related to the ~~Company has not repurchased any shares of common~~ stock ~~under the plan.~~repurchases.

~~101~~91

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~~Filed 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 July 31, 2021, among FB Financial Corporation, FirstBank, and Christopher T. Holmes~~31.1
~~31.1~~			Rule 13a-14(a) Certification of Chief Executive Officer*
31.2			~~Rules~~Rule 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.

†			Represents a management contract or a compensatory plan or arrangement.

~~102~~92

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
August ~~6, 2021~~8, 2022						Michael M. Mettee Chief Financial Officer (Principal Financial Officer)

						/s/ Keith Rainwater
August ~~6, 2021~~8, 2022						Keith Rainwater Chief Accounting Officer (Principal Accounting Officer)

~~103~~


	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


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


	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	%


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

Deferred compensation	8,572		8,872


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

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


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:
Financial assets:
Available-for-sale securities:
U.S. government agency securities	$	0	$	2,003	$	0	$	2,003
Mortgage-backed securities - residential	0		773,336		0		773,336
Mortgage-backed securities - commercial	0		21,588		0		21,588
Municipals, tax-exempt	0		356,329		0		356,329
Treasury securities	0		16,628		0		16,628
Corporate securities	0		2,516		0		2,516
Equity securities	0		4,591		0		4,591
Total securities	$	0	$	1,176,991	$	0	$	1,176,991
Loans held for sale	$	0	$	683,770	$	215,403	$	899,173
Mortgage servicing rights	0		0		79,997		79,997
Derivatives	0		68,938		0		68,938
Financial Liabilities:
Derivatives	0		48,242		0		48,242


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:
Financial assets:
Other real estate owned	$	0	$	0	$	6,662	$	6,662
Collateral dependent loans:
Commercial and industrial	$	0	$	0	$	1,728	$	1,728
Construction	0		0		3,877		3,877
Residential real estate:
1-4 family mortgage	0		0		226		226
Residential line of credit	0		0		1,174		1,174
Commercial real estate:
Owner occupied	0		0		3,391		3,391
Non-owner occupied	0		0		8,164		8,164

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


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

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






Selected Balance Sheet Data
Cash and cash equivalents	$	1,717,097	$	717,592	$	1,717,097	$	717,592	$	1,317,898
Loans held for investment	7,198,954		4,827,023		7,198,954		4,827,023		7,082,959
Allowance for credit losses (5)	(144,663)		(113,129)		(144,663)		(113,129)		(170,389)
Loans held for sale, at fair value	821,529		435,479		821,529		435,479		899,173
Investment securities, at fair value	1,409,175		751,767		1,409,175		751,767		1,176,991
Other real estate owned, net	11,986		15,091		11,986		15,091		12,111
Total assets	11,918,367		7,255,536		11,918,367		7,255,536		11,207,330
Customer deposits	10,163,056		5,937,373		10,163,056		5,937,373		9,396,478
Brokered and internet time deposits	40,900		15,428		40,900		15,428		61,559
Total deposits	10,203,956		5,952,801		10,203,956		5,952,801		9,458,037


Borrowings	183,962		328,662		183,962		328,662		238,324
Total common shareholders' equity	1,371,721		805,216		1,371,721		805,216		1,291,289


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


		Approximate % of total loans
Industry	Description of components	June 30, 2021		December 31, 2020
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	Includes assisted living, nursing and continuing care, medical practices, social assistance, mental health and substance abuse centers.	4.3	%	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	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	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	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	%


	As of June 30, 2021
(dollars in thousands)	Time deposits of $100 and greater		Time deposits of less than $100		Total
Months to maturity:
Three or less	$	226,948	$	102,992	$	329,940
Over Three to Six	146,782		76,149		222,931
Over Six to Twelve	199,084		128,936		328,020
Over Twelve	267,959		133,590		401,549
Total	$	840,773	$	441,667	$	1,282,440


	Actual				Required for capital adequacy purposes (1)				To be well capitalized under prompt corrective action provision
(dollars in thousands)	Amount		Ratio (%)		Amount		Ratio (%)		Amount		Ratio (%)
June 30, 2021
Total capital (to risk weighted assets)
FB Financial Corporation	$	1,383,471	14.9	%	$	974,690	10.5	%	N/A		N/A
FirstBank	$	1,317,759	14.2	%	$	971,072	10.5	%	$	924,831	10.0	%
Tier 1 capital (to risk weighted assets)
FB Financial Corporation	$	1,177,609	12.7	%	$	789,034	8.5	%	N/A		N/A
FirstBank	$	1,131,897	12.2	%	$	786,106	8.5	%	$	739,865	8.0	%
Tier 1 Capital (to average assets)
FB Financial Corporation	$	1,177,609	10.1	%	$	466,866	4.0	%	N/A		N/A
FirstBank	$	1,131,897	9.7	%	$	465,961	4.0	%	$	582,451	5.0	%
Common Equity Tier 1 (CET1)
FB Financial Corporation	$	1,147,609	12.4	%	$	649,793	7.0	%	N/A		N/A
FirstBank	$	1,131,897	12.2	%	$	647,382	7.0	%	$	601,140	6.5	%
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 (CET1)
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	%