United States securities and exchange commission logo
December 15, 2023
Michael M. Mettee
Chief Financial Officer
FB Financial Corporation
1221 Broadway, Suite 1300
Nashville, TN 37203
Re: FB Financial
Corporation
Form 8-K Filed
October 16, 2023
File No. 001-37875
Dear Michael M. Mettee:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 8-K Filed October 16, 2023
Exhibit 99.2
Non-GAAP Reconciliations, page 17
1. We note your adjustment
for loss from securities, net included in your non-GAAP
financial measure of
adjusted pre-tax net income for the three and nine months ended
September 30, 2023. We
also note that you include a similar adjustment for all periods
presented in your
measure of core efficiency ratio on page 19. Please tell us how you
determined that the
measure of adjusted pre-tax net income is not misleading given the
adjustment for the
loss from securities, net appears to be inconsistently presented
between periods,
considering the guidance in Rule 100(b) of Regulation G and Question
100.02 of the Division
of Corporation Finance's Compliance & Disclosure Interpretations
("C&DI") on Non-GAAP
Financial Measures, and revise future filings as applicable.
2. We note your
presentation of the non-GAAP financial measures, adjusted tangible
common equity and
adjusted tangible book value per common share, on page 21, both of
which exclude your
accumulated other comprehensive loss, net. Further, we note your
disclosure that your
non-GAAP financial measures provide a greater understanding of
Michael M. Mettee
FB Financial Corporation
December 15, 2023
Page 2
ongoing operations and enhance comparability of results with prior
periods. Please
address the following:
Tell us, and revise your disclosures in future filings to more
fully explain, what these
measures represent and how they provide a greater understanding of
ongoing
operations and enhance comparability with prior periods.
Tell us how you determined that the adjustment to exclude
accumulated other
comprehensive income (loss) is appropriate, including your
consideration of whether
the adjustment relates to your normal, recurring business
activities or if it results in
individually tailored accounting. Refer to Question 100.04 of the
Division of
Corporation Finance s C&DI on Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Katharine Garrett at 202-551-2332 or John Spitz at
202-551-3484 with any
questions.
FirstName LastNameMichael M. Mettee Sincerely,
Comapany NameFB Financial Corporation
Division of
Corporation Finance
December 15, 2023 Page 2 Office of
Finance
FirstName LastName