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8-K

FB Financial Corp (FBK)

8-K 2020-04-27 For: 2020-04-27
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Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 27, 2020

FB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee 001-37875 62-1216058
(State or other jurisdiction<br><br>of incorporation) (Commission File Number) (IRS Employer<br><br>Identification Number)
211 Commerce Street, Suite 300<br><br>Nashville, Tennessee 37201
(Address of principal executive offices) (Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
common stock, $1.00 par value FBK New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ý
---
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. ý

Item 2.02 Results of Operations and Financial Condition.

On April 27, 2020, FB Financial Corporation (the “FB Financial”) issued a press release announcing its financial results for the first quarter ended March 31, 2020 (the “Earnings Release”). In addition, the Company made available on its website (investors.firstbankonline.com) supplemental financial information for the first quarter ended March 31, 2020 (the “Supplemental Financial Information”) and an earnings release presentation (the “Earnings Presentation”) for use in connection with the Earnings Release. Copies of the Earnings Release, the Supplemental Financial Information and the Earnings Presentation are furnished as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, to this current report on Form 8-K (this “Report”).

The information contained in this Report, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The disclosure contained in Item 2.02 of this Report is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number                                          Description of Exhibit

| 99.1 | Earnings Release issued April 27, 2020 | | --- | --- || 99.2 | Supplemental Financial Information for the quarter ended March 31, 2020 | | --- | --- || 99.3 | Earnings Presentation dated April 28, 2020 | | --- | --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FB FINANCIAL CORPORATION
By: /s/ Michael M. Mettee
Michael M. Mettee
Interim Chief Financial Officer
Date: April 27, 2020 
		Exhibit

fb_suppa01.jpg

FB Financial Corporation Reports First Quarter 2020 Results

Reported net income of $0.7 million, or diluted EPS of $0.02, reflecting the impact of COVID-19 pandemic

Adjusted PTPP earnings* were $33.4 million for the first quarter, up 8.1% from Q4 2019

Adopted CECL increasing ACL by $30.9 million

Recorded provisions for credit losses of $29.6 million; building ACL to 1.95% of loans HFI

NASHVILLE, TENNESSEE--(BUSINESS WIRE)--April 28, 2020--FB Financial Corporation (the “Company”) (NYSE: FBK), parent company of FirstBank, reported net income of $0.7 million, or $0.02 per diluted common share, for the first quarter of 2020, compared to net income of $19.6 million, or $0.62 per diluted common share, for the first quarter of 2019. Following the adoption of CECL, the forecasted impact of COVID-19 pandemic crisis resulted in provisions for credit losses and unfunded commitments totaling $29.6 million in the first quarter compared to $3.0 million in the fourth quarter of 2019 and $1.4 million in the first quarter of 2019. The Company reported adjusted pre-tax, pre-provision ("PTPP") earnings of $33.4 million this quarter, reflecting increases of 8.1% and 16.8% from $30.9 million and $28.6 million in the first and fourth quarters of 2019, respectively.

President and Chief Executive Officer, Christopher T. Holmes stated, “The first quarter of 2020 will be remembered as a defining time for our Company. Our associates responded to the challenges of tornadoes devastating our middle Tennessee market and the COVID-19 pandemic by taking care of each other and our customers in ways that showed true courage and compassion. Over the last five weeks, we have approved and funded over 1,500 Paycheck Protection Program (PPP) loans totaling $267.0 million for small businesses, preserving jobs for approximately 29,000 employees in our communities. Additionally, we reached out to our customers and deferred loan payments for over 1,400 consumer and businesses totaling $680.0 million. I have been amazed by the performance and have never been more proud to be part of the FirstBank team.”

Holmes commented further, “In addition to responding to these challenges, we positioned the Company for the road ahead by reinforcing an already strong balance sheet with increased liquidity, increased credit reserves and solid capital positions. We also completed our merger with Farmers National Bank of Scottsville (KY) ("Farmers National") and announced our pending merger with Franklin Financial Network, Inc. We have continued our integration and conversion plans for Farmers National, which we plan to convert later this quarter, and Franklin Financial, which we believe is on track for closing during the third quarter of this year.”

Performance Summary

2020 2019 Annualized
(dollars in thousands, expect per share data) First Quarter Fourth Quarter First Quarter 1Q20 / 4Q19<br>% Change 1Q20 / 1Q19<br>% Change
Balance Sheet Highlights
Investment securities $ 767,575 $ 691,676 $ 670,835 44.1 % 14.4 %
Loans - held for sale 325,304 262,518 248,054 96.2 % 31.1 %
Loans - held for investment (HFI) 4,568,038 4,409,642 3,786,791 14.4 % 20.6 %
Allowance for credit losses 89,141 31,139 29,814 749.2 % 199.0 %
Total assets 6,655,687 6,124,921 5,335,156 34.9 % 24.8 %
Customer deposits 5,356,569 4,914,587 4,242,349 36.2 % 26.3 %
Brokered and internet time deposits 20,363 20,351 60,842 0.24 % (66.5 )%
Total deposits 5,376,932 4,934,938 4,303,191 36.0 % 25.0 %
Borrowings 327,822 304,675 229,178 30.6 % 43.0 %
Total shareholders' equity 782,330 762,329 694,577 10.6 % 12.6 %
Tangible book value per share* $ 18.35 $ 18.55 $ 17.73
Tangible common equity to tangible assets* 9.11 % 9.69 % 10.5 %
* Certain measures are considered non-GAAP financial measures. See “Use of non-GAAP Financial Measures” and the corresponding non-GAAP reconciliation tables in the<br><br>Supplemental Financial Information, which accompanies this Earnings Release, as well as “Use of non-GAAP Financial Measures” and the Appendix in the Earnings Release<br><br>Presentation issued April 27, 2020 for a reconciliation and discussion of this non-GAAP measure.

FB Financial Corporation

First Quarter 2020 Results

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2020 2019
(dollars in thousands, except share data) First Quarter Fourth Quarter First Quarter
Results of operations
Net interest income $ 56,249 $ 57,692 $ 53,016
NIM 3.92 % 4.12 % 4.61 %
Provisions for credit losses $ 29,565 $ 2,950 $ 1,391
Net charge-off ratio 0.19 % 0.30 % 0.06 %
Noninterest income $ 42,700 $ 35,234 $ 29,039
Mortgage banking income $ 32,745 $ 26,176 $ 21,021
Total revenue $ 98,949 $ 92,926 $ 82,055
Noninterest expenses $ 68,559 $ 62,686 $ 55,101
Merger and mortgage restructuring expenses $ 3,050 $ 686 $ 621
Efficiency ratio 69.3 % 67.5 % 67.2 %
Core efficiency ratio* 65.7 % 66.5 % 64.9 %
Adjusted pre-tax, pre-provision earnings* $ 33,440 $ 30,926 $ 28,629
Total adjusted mortgage banking pre-tax contribution^*^ $ 8,019 $ 3,010 $ 727
Net income $ 745 $ 21,572 $ 19,588
Diluted earnings per share $ 0.02 $ 0.68 $ 0.62
Effective tax rate 9.70 % 21.0 % 23.4 %
Weighted average number of shares outstanding- fully diluted 31,734,112 31,470,565 31,349,198
Actual shares outstanding - period end 32,067,356 31,034,315 30,852,665
Returns on average:
As reported
Assets ("ROAA") 0.05 % 1.39 % 1.54 %
Equity ("ROAE") 0.39 % 11.2 % 11.6 %
Tangible common equity ("ROATCE")^*^ 0.52 % 14.9 % 14.8 %
Adjusted pre-tax, pre-provision
Assets* 2.10 % 1.99 % 2.24 %
Equity* 17.5 % 16.1 % 17.0 %
Tangible common equity* 23.2 % 21.3 % 21.6 %
* Certain measures are considered non-GAAP financial measures. See "Use of non-GAAP Financial Measures" and the corresponding non-GAAP reconciliation tables in the Supplemental Financial Information, which accompanies this Earnings Release, as well as "Use of non-GAAP Financial Measures" and the Appendix in the Earnings Release Presentation issued April 27, 2020, for a reconciliation and discussion of this non-GAAP measure.

Controlled Loan Growth; While Building Liquidity

The Company grew loans (HFI) by $158.4 million to $4.57 billion during the first quarter of 2020, or 14.4% annualized, while average loans (HFI) increased 10.2% annualized from last quarter, including $175.4 million from the Farmers National merger. Organic loan growth was lower than expected this quarter and was impacted by unexpected prepayments early in the quarter and the pandemic crisis later in the quarter. Contractual loan yields decreased from 5.27% in the fourth quarter to 5.14% in the first quarter, reflecting the impact of the lower interest rate environment.

During the first quarter of 2020, the Company grew deposits by $442.0 million to $5.38 billion, reflecting annualized quarterly growth of 36.0% and year over year growth of 25.0%, including $209.5 million from the Farmers National merger and an increase of $109.6 million in mortgage servicing related and wholesale/other deposits. The Company reduced its cost of deposits this quarter to 0.94% from 1.02% in the fourth quarter of 2019. Loans (HFI) to deposits decreased to 85.0% this quarter from 89.4% last quarter.

Additionally, during the quarter, investment securities increased $75.9 million to $767.6 million, or 11.5% of total assets, primarily from $50.6 million of investments acquired with Farmers National. Additionally, cash and cash equivalents increased $192.4 million to $425.1 million in light of the ongoing crisis to bolster the Company's overall liquidity.

The Company’s net interest income for the quarter was $56.2 million, representing a decrease from $57.7 million last quarter and an increase from $53.0 million for the first quarter of 2019. The Company’s net interest margin (“NIM”) was 3.92% for the first quarter of 2020, compared to 4.12% and 4.61% for the fourth quarter of 2019 and the first quarter of 2019, respectively. Accretion related to purchased loans and nonaccrual interest contributed 13 basis points to the NIM in the first quarter of 2020 compared to 21 and 17 basis points for the fourth quarter of 2019 and the first quarter of 2019, respectively. Overall, the NIM for the first quarter of 2020 was impacted by a 27 basis point decline in the yield on interest-earning assets offset by a 11 basis point decline in the

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First Quarter 2020 Results

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rate on interest-bearing liabilities over last quarter. Additionally, the increases in liquidity positions negatively impacted the NIM as yields were lower during the quarter on excess cash equivalents.

Holmes commented, “Our net interest margin was stable over the first two months of the quarter, but the 150 basis point cuts in March compressed our net interest margin. We expect the margin to decline in the second quarter as the interest rate cuts are fully reflected. We will continue repricing deposits in the coming months, with particular focus on maturing time deposits. reflecting the new interest rate environment.”

Noninterest Income Benefits from Mortgage Production

Noninterest income was $42.7 million for the first quarter of 2020, compared to $35.2 million for the fourth quarter of 2019 and $29.0 million for the first quarter of 2019. Mortgage banking income was $32.7 million for the first quarter of 2020, compared to $26.2 million for the fourth quarter of 2019 and $21.0 million for the first quarter of 2019.

During the quarter, the Company produced unseasonably strong results from the mortgage business driven by the lower interest rate environment. Interest rate lock commitment volume totaled $2.09 billion in the first quarter of 2020 compared to $1.08 billion in the fourth quarter of 2019 and $1.36 billion in the first quarter of 2019.

During the first quarter of 2020, the Company’s total mortgage pre-tax direct contribution was $8.0 million, compared to the $3.0 million contribution in the fourth quarter of 2019 and $0.7 million in the first quarter of 2019.

Holmes commented, “Our mortgage operations are benefiting from the current interest rate environment through strong refinance volumes as well as new purchase originations. We continue monitoring the overall liquidity of the mortgage markets and activities by the federal housing agencies on our servicing portfolio during these times of changing interest rates and volatile markets.”

Noninterest Expenses

Noninterest expense was $68.6 million for the first quarter of 2020, compared to $62.7 million for the fourth quarter of 2019 and $55.1 million for the first quarter of 2019. On an adjusted basis, noninterest expense was $65.5 million for the first quarter of 2020, $62.0 million for the fourth quarter of 2019, and $53.4 million for the first quarter of 2020. The linked quarter increase is primarily related to increased mortgage commissions and related expenses, typical first quarter employee benefit costs, and the addition of Farmers National during the quarter.

Holmes noted, “Noninterest expenses continue to reflect our disciplined and thoughtful approach as we continue balancing profitability, investment decisions and capital efficiency during these uncertain times.”

Asset Quality

Upon adoption of CECL effective January 1, 2020, the Company increased the allowance for credit losses (ACL) to $62.6 million, and recorded a reserve for unfunded commitments of $2.9 million, through a charge, net of taxes, to retained earnings of $25.0 million, and a reclass of credit discounts on previously classified purchased credit impaired loans of $0.6 million. This increase utilizes economic forecasts to estimate credit losses over the the life of the loan portfolio. Upon adoption, the ACL increased to 1.42% of loans held for investment, and further increased to 1.95% of loans at March 31, 2020. During the first quarter of 2020, the Company recognized a provision for credit losses of $28.0 million, and a provision for unfunded commitments of $1.6 million, reflecting the impact of the declining economic forecasts related to the pandemic crisis. The provision also includes the CECL allowance for credit losses recorded in connection with the Farmers National merger of $2.9 million.

The Company’s net charge-offs to average loans were 0.19% for the first quarter compared to 0.30% in the fourth quarter of 2019 and 0.06% in the first quarter of 2019. The Company's nonperforming assets decreased at March 31, 2020 to 0.74% of total assets compared to 0.77% at December 31, 2019. Nonperforming loans were 0.68% of loans held for investment at March 31, 2020, compared to 0.60% at December 31, 2019. The slight increase was primarily related to the previously excluded purchased credit impaired loans from nonperforming loans in prior periods.

Holmes commented, “While our credit metrics continued to reflect strong credit quality during the first quarter, the impact of the pandemic crisis and the adoption of CECL led to increased provisions and building our ACL, which is reflective of the economic forecasts at the end of the quarter. We have taken actions with customers to offer deferred payments for up to 3 months to allow them to address their individual circumstances related to the crisis.”

Capital Well Positioned

“Our adjusted pre-tax, pre-provision earnings increased by 8.13% linked quarter and provided earnings to offset the increased provisions, while protecting capital, given the proposed CECL regulatory capital transition relief measures, as we navigate the impacts from the pandemic. Our current level of tangible common equity at 9.1% of tangible assets and our simple capital structure of common equity and minimal trust preferred securities, positions us well and gives us multiple capital options, including the

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First Quarter 2020 Results

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continuation of quarterly dividend in the near term. Our regulatory capital levels remained stable given the regulatory capital transition relief for the adoption of CECL and CECL related provisions.” commented Holmes.

Summary

Holmes further commented, “We look forward to our Annual Shareholders Meeting later this week, which will be held virtually as previously announced. I am extremely proud of our associates as they have served each other, our customers and our communities under the most challenging of circumstances.”

WEBCAST AND CONFERENCE CALL INFORMATION

FB Financial Corporation will host a conference call to discuss the company’s financial results at 8:00 a.m. CT on Tuesday, April 28, 2020, and the conference call will be broadcast live over the Internet at https://www.webcaster4.com/Webcast/Page/1631/33951. An online replay will be available approximately an hour following the conclusion of the live broadcast.

ANNUAL SHAREHOLDERS MEETING

FB Financial Corporation will host a web-based virtual annual shareholders meeting on April 30, 2020. To access the virtual meeting, visit the Company's virtual shareholder meeting website at: http://www.meetingcenter.io/243055954 on April 30, 2020. The meeting will begin at 1:00 p.m. Central Time. To login to the virtual meeting you will be required to have a control number and passcode. The passcode for the meeting is FBK2020. If you were a registered shareholder on the record date, your control number can be found on your proxy card, notice, or email that you previously received.

ABOUT FB FINANCIAL CORPORATION

FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial Corporation operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered community bank, with 73 full-service bank branches across Tennessee, Kentucky, North Alabama and North Georgia, and mortgage offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $6.7 billion in total assets.

MEDIA CONTACT: FINANCIAL CONTACT:
Jeanie M. Rittenberry Robert Hoehn
615-313-8328 615-564-1212
[email protected] [email protected]
www.firstbankonline.com [email protected]

SUPPLEMENTAL FINANCIAL INFORMATION AND EARNINGS PRESENTATION

Investors are encouraged to review this Earnings Release in conjunction with the Supplemental Financial Information and Earnings Presentation posted on the Company’s website, which can be found at https://investors.firstbankonline.com. This Earnings Release, the Supplemental Financial Information and the Earnings Presentation are also included with a Current Report on Form 8-K that the Company furnished to the U.S. Securities and Exchange Commission (“SEC”) on April 27, 2020.

BUSINESS SEGMENT RESULTS

The Company has included its business segment financial tables as part of this Earnings Release. A detailed discussion of our business segments is included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2019, and investors are encouraged to review that discussion in conjunction with this Earnings Release.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding the projected impact of the COVID-19 global pandemic on our business operations, statements relating to the timing, benefits, costs, and synergies of the proposed merger with Franklin Financial Network, Inc. (“Franklin”) (the “Franklin merger”) and of the recent merger with FNB Financial Corp. (“FNB”) (together with the Franklin merger, the “mergers”), and FB Financial’s future plans, results, strategies, and expectations. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,”

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First Quarter 2020 Results

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“potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial’s control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial or any other person that such expectations, estimates, and projections will be achieved. Accordingly, FB Financial cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of declines in housing and commercial real estate prices, high unemployment rates, and any slowdown in economic growth in the local or regional economies in which we operate and/or the US economy generally, (2) the effects of the COVID-19 pandemic, including the magnitude and duration of the pandemic and its impact on general economic and financial market conditions and on our business and our customers' business, results of operations, asset quality and financial condition, (3) changes in government interest rate policies, (4) our ability to effectively manage problem credits, (5) the risk that the cost savings and any revenue synergies from the mergers or another acquisition may not be realized or may take longer than anticipated to be realized, (6) disruption from the mergers with customer, supplier, or employee relationships, (7) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement with Franklin, (8) the failure to obtain necessary regulatory approvals for the Franklin merger, (9) the failure to obtain the approval of FB Financial and Franklin’s shareholders in connection with the Franklin merger, (10) the possibility that the costs, fees, expenses, and charges related to the mergers may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (11) the failure of the conditions to the Franklin merger to be satisfied, (12) the risks related to the integrations of the combined businesses following the mergers, including the risk that the integrations will be materially delayed or will be more costly or difficult than expected, (13) the diversion of management time on issues related to the mergers, (14) the ability of FB Financial to effectively manage the larger and more complex operations of the combined company following the Franklin merger, (15) the risks associated with FB Financial’s pursuit of future acquisitions, (16) reputational risk and the reaction of the parties’ respective customers to the mergers, (17) FB Financial’s ability to successful execute its various business strategies, including its ability to execute on potential acquisition opportunities, (18) the risk of potential litigation or regulatory action related to the Franklin merger, and (19) general competitive, economic, political, and market conditions. Further information regarding FB Financial and factors which could affect the forward-looking statements contained herein can be found in FB Financial's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and its other filings with the Securities and Exchange Commission (the “SEC”). Many of these factors are beyond FB Financial’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this press release, and FB Financial undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for FB Financial to predict their occurrence or how they will affect the company.

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

GAAP RECONCILIATION AND USE OF NON-GAAP FINANCIAL MEASURES

This Earnings Release contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (“GAAP”) and therefore are considered non-GAAP financial measures. These non-GAAP financial measures include, without limitation, adjusted net income, adjusted diluted earnings per share, adjusted and unadjusted pre-tax pre-provision earnings, adjusted pre-tax pre-provision diluted earnings per share, adjusted and unadjusted pre-tax pre-provision earnings per share, core revenue, core noninterest expense and core noninterest income, core efficiency ratio (tax equivalent basis), Banking segment core efficiency ratio (tax equivalent basis), Mortgage segment core efficiency ratio (tax equivalent basis), adjusted mortgage contribution, adjusted return on average tangible common equity, adjusted pre-tax pre-provision return on average tangible common equity, adjusted return on average assets and equity, adjusted pre-tax pre-provision return on average assets and equity, and core total revenue.  Each of these non-GAAP metrics excludes certain income and expense items that the Company’s management considers to be non-core/adjusted in nature. The Company refers to these non-GAAP measures as adjusted measures. The corresponding Supplemental Financial Information and Earnings Release Presentation also presents tangible assets, tangible common equity, tangible book value per common share, tangible common equity to tangible assets, return on tangible common equity, return on average tangible common equity and adjusted return on average tangible common equity.  Each of these non-GAAP metrics excludes the impact of goodwill and other intangibles.

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First Quarter 2020 Results

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The Company’s management uses these non-GAAP financial measures in their analysis of the Company’s performance, financial condition and the efficiency of its operations as management believes such measures facilitate period-to-period comparisons and provide meaningful indications of its operating performance as they eliminate both gains and charges that management views as non-recurring or not indicative of operating performance. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrate the effects of significant non-core gains and charges in the current and prior periods. The Company’s management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding the Company’s underlying operating performance and in the analysis of ongoing operating trends. In addition, because intangible assets such as goodwill and other intangibles, and the other items excluded each vary extensively from company to company, the Company believes that the presentation of this information allows investors to more easily compare the Company’s results to the results of other companies. However, the non-GAAP financial measures discussed herein 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 the Company calculates the non-GAAP financial measures discussed herein may differ from that of other companies reporting measures with similar names. Investors should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures the Company has discussed herein when comparing such non-GAAP financial measures. See the “Use of non-GAAP Financial Measures” and the corresponding non-GAAP reconciliation tables in the Supplemental Financial Information as well as “Use of non-GAAP Financial Measures” and the Appendix in the Earnings Release Presentation issued April 28, 2020, for a discussion and reconciliation of these measures to the most directly comparable GAAP financial measures.

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First Quarter 2020 Results

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Financial Summary and Key Metrics
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
First Quarter Fourth Quarter First Quarter
Statement of Income Data
Total interest income $ 69,674 $ 71,643 $ 65,933
Total interest expense 13,425 13,951 12,917
Net interest income 56,249 57,692 53,016
Total noninterest income 42,700 35,234 29,039
Total noninterest expense 68,559 62,686 55,101
Earnings before income taxes and provisions for credit losses 30,390 30,240 26,954
Provisions for credit losses 29,565 2,950 1,391
Income tax expense 80 5,718 5,975
Net income $ 745 $ 21,572 $ 19,588
Net interest income (tax—equivalent basis) $ 56,784 $ 58,212 $ 53,461
Adjusted net income* $ 5,296 $ 22,079 $ 20,826
Adjusted pre-tax, pre-provision earnings* $ 33,440 $ 30,926 $ 28,629
Per Common Share
Diluted net income $ 0.02 $ 0.68 $ 0.62
Adjusted diluted net income* 0.17 0.70 0.66
Book value 24.40 24.56 22.51
Tangible book value* 18.35 18.55 17.73
Weighted average number of shares outstanding- fully diluted 31,734,112 31,470,565 31,349,198
Period-end number of shares 32,067,356 31,034,315 30,852,665
Selected Balance Sheet Data
Cash and cash equivalents $ 425,094 $ 232,681 $ 195,414
Loans held for investment (HFI) 4,568,038 4,409,642 3,786,791
Allowance for credit losses (a) (89,141 ) (31,139 ) (29,814 )
Loans held for sale 325,304 262,518 248,054
Investment securities, at fair value 767,575 691,676 670,835
Other real estate owned, net 17,072 18,939 12,828
Total assets 6,655,687 6,124,921 5,335,156
Customer deposits 5,356,569 4,914,587 4,242,349
Brokered and internet time deposits 20,363 20,351 60,842
Total deposits 5,376,932 4,934,938 4,303,191
Borrowings 327,822 304,675 229,178
Total shareholders' equity 782,330 762,329 694,577
Selected Ratios
Return on average:
Assets 0.05 % 1.39 % 1.54 %
Shareholders' equity 0.39 % 11.2 % 11.6 %
Tangible common equity* 0.52 % 14.9 % 14.8 %
Average shareholders' equity to average assets 12.0 % 12.4 % 13.2 %
Net interest margin (NIM) (tax-equivalent basis) 3.92 % 4.12 % 4.61 %
Efficiency ratio (GAAP) 69.3 % 67.5 % 67.2 %
Core efficiency ratio (tax-equivalent basis)* 65.7 % 66.5 % 64.9 %
Loans HFI to deposit ratio 85.0 % 89.4 % 88.0 %
Total loans to deposit ratio 91.0 % 94.7 % 93.8 %
Yield on interest-earning assets 4.84 % 5.11 % 5.73 %
Cost of interest-bearing liabilities 1.27 % 1.38 % 1.52 %
Cost of total deposits 0.94 % 1.02 % 1.14 %
Credit Quality Ratios
Allowance for credit losses as a percentage of loans HFI (a) 1.95 % 0.71 % 0.79 %
Net charge-offs as a percentage of average loans HFI 0.19 % 0.30 % 0.06 %
Nonperforming loans HFI as a percentage of total loans HFI 0.68 % 0.60 % 0.41 %
Nonperforming assets as a percentage of total assets 0.74 % 0.77 % 0.57 %
Preliminary capital ratios (Consolidated)
Shareholders' equity to assets 11.8 % 12.4 % 13.0 %
Tangible common equity to tangible assets* 9.11 % 9.69 % 10.5 %
Tier 1 capital (to average assets) 10.3 % 10.1 % 11.5 %
Tier 1 capital (to risk-weighted assets) 11.6 % 11.6 % 12.7 %
Total capital (to risk-weighted assets) 12.5 % 12.2 % 13.4 %
Common equity Tier 1 (to risk-weighted assets) (CET1) 11.0 % 11.1 % 12.0 % *These measures are considered non-GAAP financial measures. See "GAAP Reconciliation and Use of Non-GAAP Financial Measures" and the corresponding financial tables

below for reconciliations of these Non-GAAP measures. Investors are encouraged to refer to the discussion of non-GAAP measures included in the corresponding earnings release.

FB Financial Corporation

First Quarter 2020 Results

Page 8

Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
Adjusted earnings First Quarter Fourth Quarter First Quarter
Pre-tax net income $ 825 $ 27,290 $ 25,563
Plus merger and mortgage restructuring expenses 3,050 686 1,675
Plus initial provision for credit losses on acquired loans 2,885 — —
Adjusted pre-tax earnings $ 6,760 $ 27,976 $ 27,238
Income tax expense, adjusted 1,464 5,897 6,412
Adjusted earnings $ 5,296 $ 22,079 $ 20,826
Weighted average common shares outstanding- fully diluted 31,734,112 31,470,565 31,349,198
Adjusted diluted earnings per share
Diluted earnings per common share $ 0.02 $ 0.68 $ 0.62
Plus merger and mortgage restructuring expenses 0.10 0.02 0.05
Plus initial provision for credit losses on acquired loans 0.09 — —
Less tax effect 0.04 — 0.01
Adjusted diluted earnings per share $ 0.17 $ 0.70 $ 0.66
2020 2019
Adjusted pre-tax pre-provision earnings First Quarter Fourth Quarter First Quarter
Pre-tax net income $ 825 $ 27,290 $ 25,563
Plus provisions for credit losses 29,565 2,950 1,391
Pre-tax pre-provision earnings 30,390 30,240 26,954
Plus merger and mortgage restructuring expenses 3,050 686 1,675
Adjusted pre-tax pre-provision earnings $ 33,440 $ 30,926 $ 28,629
Weighted average common shares outstanding- <br> fully diluted 31,734,112 31,470,565 31,349,198
Adjusted pre-tax pre-provision diluted earnings per share
Diluted earnings per common share $ 0.02 $ 0.68 $ 0.62
Plus income tax expense — 0.18 0.19
Plus provisions for credit losses 0.93 0.10 0.05
Pre-tax pre-provision earnings per share 0.95 0.96 0.86
Plus merger and mortgage restructuring expenses 0.10 0.02 0.05
Adjusted pre-tax pre-provision earnings per share $ 1.05 $ 0.98 $ 0.91
2020 2019
Core efficiency ratio (tax-equivalent basis) First Quarter Fourth Quarter First Quarter
Total noninterest expense $ 68,559 $ 62,686 $ 55,101
Less merger and mortgage restructuring expenses 3,050 686 1,675
Core noninterest expense $ 65,509 $ 62,000 $ 53,426
Net interest income (tax-equivalent basis) $ 56,784 $ 58,212 $ 53,461
Total noninterest income 42,700 35,234 29,039
Less (loss) gain on sales or write-downs of other <br> real estate owned and other assets (277 ) 277 152
Less loss from securities, net 63 (18 ) 43
Core noninterest income 42,914 34,975 28,844
Core revenue $ 99,698 $ 93,187 $ 82,305
Efficiency ratio (GAAP)^(a)^ 69.3 % 67.5 % 67.2 %
Core efficiency ratio (tax-equivalent basis) 65.7 % 66.5 % 64.9 %

(a) Efficiency ratio (GAAP) is calculated by dividing reported noninterest expense by reported total revenue.

FB Financial Corporation

First Quarter 2020 Results

Page 9

Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
Banking segment core efficiency ratio <br> (tax equivalent) First Quarter Fourth Quarter First Quarter
Core consolidated noninterest expense $ 65,509 $ 62,000 $ 53,426
Less Mortgage segment core noninterest expense 17,567 14,956 17,486
Core Banking segment noninterest expense $ 47,942 $ 47,044 35,940
Core revenue $ 99,698 $ 93,187 82,305
Less Mortgage segment total revenue 22,110 16,193 16,658
Core Banking segment total revenue $ 77,588 $ 76,994 $ 65,647
Banking segment core efficiency ratio <br> (tax-equivalent basis) 61.8 % 61.1 % 54.7 %
Mortgage segment core efficiency ratio <br> (tax equivalent)
Mortgage segment noninterest expense $ 17,567 $ 14,956 $ 18,540
Less mortgage restructuring expense — — 1,054
Core Mortgage segment noninterest expense $ 17,567 $ 14,956 $ 17,486
Mortgage segment total revenue $ 22,110 $ 16,193 $ 16,658
Mortgage segment core efficiency ratio <br> (tax-equivalent basis) 79.5 % 92.4 % N/M
2020 2019
Adjusted mortgage contribution First Quarter Fourth Quarter First Quarter
Mortgage segment pre-tax net contribution (loss) $ 4,543 $ 1,237 $ (1,882 )
Retail footprint:
Mortgage banking income 10,651 9,899 4,386
Mortgage banking expenses 7,175 8,126 2,831
Retail footprint pre-tax net contribution 3,476 1,773 1,555
Total adjusted mortgage banking pre-tax net contribution (loss) $ 8,019 $ 3,010 $ (327 )
Plus mortgage restructuring expense — — 1,054
Total adjusted mortgage banking pre-tax net contribution $ 8,019 $ 3,010 $ 727
Pre-tax pre-provision earnings $ 30,390 $ 30,240 $ 26,954
% total mortgage banking pre-tax pre-provision net contribution 26.4 % 10.0 % N/M
Adjusted pre-tax pre-provision earnings $ 33,440 $ 30,926 $ 28,629
% total adjusted mortgage banking pre-tax <br> pre-provision net contribution 24.0 % 9.73 % 2.54 %
2020 2019
Tangible assets and equity First Quarter Fourth Quarter First Quarter
Tangible assets
Total assets $ 6,655,687 $ 6,124,921 $ 5,335,156
Less goodwill 174,859 169,051 137,190
Less intangibles, net 18,876 17,589 10,439
Tangible assets $ 6,461,952 $ 5,938,281 $ 5,187,527
Tangible common equity
Total shareholders' equity $ 782,330 $ 762,329 $ 694,577
Less goodwill 174,859 169,051 137,190
Less intangibles, net 18,876 17,589 10,439
Tangible common equity $ 588,595 $ 575,689 $ 546,948
Common shares outstanding 32,067,356 31,034,315 30,852,665
Book value per common share $ 24.40 $ 24.56 $ 22.51
Tangible book value per common share $ 18.35 $ 18.55 $ 17.73
Total shareholders' equity to total assets 11.8 % 12.4 % 13.0 %
Tangible common equity to tangible assets 9.11 % 9.69 % 10.5 %

FB Financial Corporation

First Quarter 2020 Results

Page 10

Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
Return on average tangible common equity First Quarter Fourth Quarter First Quarter
Total average shareholders' equity $ 768,929 $ 761,949 $ 684,545
Less average goodwill 171,532 168,492 137,190
Less average intangibles, net 18,152 18,242 10,856
Average tangible common equity $ 579,245 $ 575,215 $ 536,499
Net income $ 745 $ 21,572 $ 19,588
Return on average tangible common equity 0.52 % 14.9 % 14.8 %
2020 2019
Adjusted return on average tangible common <br> equity First Quarter Fourth Quarter First Quarter
Average tangible common equity $ 579,245 $ 575,215 $ 536,499
Adjusted net income 5,296 22,079 20,826
Adjusted return on average tangible common <br> equity 3.68 % 15.2 % 15.7 %
2020 2019
Adjusted pre-tax pre-provision return on <br> average tangible common equity First Quarter Fourth Quarter First Quarter
Average tangible common equity $ 579,245 $ 575,215 $ 536,499
Adjusted pre-tax pre-provision earnings 33,440 30,926 28,629
Adjusted pre-tax pre-provision return on <br> average tangible common equity 23.2 % 21.3 % 21.6 %
2020 2019
Adjusted return on average assets and <br> equity First Quarter Fourth Quarter First Quarter
Net income $ 745 $ 21,572 $ 19,588
Average assets 6,409,417 6,157,931 5,174,918
Average equity 768,929 761,949 684,545
Return on average assets 0.05 % 1.39 % 1.54 %
Return on average equity 0.39 % 11.2 % 11.6 %
Adjusted net income $ 5,296 $ 22,079 $ 20,826
Adjusted return on average assets 0.33 % 1.42 % 1.63 %
Adjusted return on average equity 2.77 % 11.5 % 12.3 %
2020 2019
Adjusted pre-tax pre-provision return on <br> average assets and equity First Quarter Fourth Quarter First Quarter
Net income $ 745 $ 21,572 $ 19,588
Average assets 6,409,417 6,157,931 5,174,918
Average equity 768,929 761,949 684,545
Return on average assets 0.05 % 1.39 % 1.54 %
Return on average equity 0.39 % 11.2 % 11.6 %
Adjusted pre-tax pre-provision earnings $ 33,440 $ 30,926 $ 28,629
Adjusted pre-tax pre-provision return on <br> average assets 2.10 % 1.99 % 2.24 %
Adjusted pre-tax pre-provision return on <br> average equity 17.5 % 16.1 % 17.0 % 
		Exhibit

logoa07.jpg

First Quarter 2020

Financial Supplement

TABLE OF CONTENTS

Page
Financial Summary and Key Metrics 4
Consolidated Statements of Income 5
Consolidated Balance Sheets 6
Average Balance, Average Yield Earned and Average Rate Paid 7
FNB Financial Corporation Opening Balance Sheet (Preliminary) 9
Loans and Deposits by Market 10
Segment Data 11
Loan Portfolio and Asset Quality 12
Preliminary Capital Ratios 14
Investment Portfolio 15
Non-GAAP Reconciliation 16

Use of non-GAAP Financial Measures

This Supplemental Financial Information contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (“GAAP”) and therefore are considered non-GAAP financial measures. These non-GAAP financial measures include, without limitation, adjusted net income, adjusted diluted earnings per share, adjusted pre-tax pre-provision net income, adjusted pre-tax pre-provision diluted earnings per share, core noninterest expense and core noninterest income, core efficiency ratio (tax equivalent basis), Banking segment core efficiency ratio (tax equivalent basis), Mortgage segment core efficiency ratio (tax equivalent basis), adjusted pre-tax pre-provision mortgage contribution, adjusted return on average assets and equity, adjusted pre-tax pre-provision return on average assets and equity, pro forma return on average assets and equity, adjusted pro forma return on average assets and equity, and core total revenue.  Each of these non-GAAP metrics excludes certain income and expense items that the Company’s management considers to be non-core/adjusted in nature. The Company refers to these non-GAAP measures as adjusted measures. The corresponding Earnings Release and Earnings Release Presentation also presents tangible assets, tangible common equity, tangible book value per common share, tangible common equity to tangible assets, return on tangible common equity, return on average tangible common equity, pro forma return on average tangible common equity, adjusted return on average tangible common equity, pro forma adjusted return on average tangible common equity, and adjusted pre-tax pre-provision return on average tangible common equity.  Each of these non-GAAP metrics excludes the impact of goodwill and other intangibles.

The Company’s management uses these non-GAAP financial measures in their analysis of the Company’s performance, financial condition and the efficiency of its operations as management believes such measures facilitate period-to-period comparisons and provide meaningful indications of its operating performance as they eliminate both gains and charges that management views as non-recurring or not indicative of operating performance. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrating the effects of significant non-core gains and charges in the current and prior periods. The Company’s management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding the Company’s underlying operating performance and in the analysis of ongoing operating trends.  In addition, because intangible assets such as goodwill and other intangibles, and the other items excluded each vary extensively from company to company, the Company believes that the presentation of this information allows investors to more easily compare the Company’s results to the results of other companies.  However, the non-GAAP financial measures discussed herein 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 the Company calculates the non-GAAP financial measures discussed herein 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 the Company has discussed herein when comparing such non-GAAP financial measures.  The Company includes tables under the Non-GAAP reconciliation section of this document to provide a reconciliation of these measures to the most directly comparable GAAP financial measures.

Financial Summary and Key Metrics
(Unaudited)
(In Thousands, Except Shara Data and %)
2020 2019
First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Statement of Income Data
Total interest income $ 69,674 $ 71,643 $ 73,242 $ 71,719 $ 65,933
Total interest expense 13,425 13,951 14,937 14,696 12,917
Net interest income 56,249 57,692 58,305 57,023 53,016
Total noninterest income 42,700 35,234 38,145 32,979 29,039
Total noninterest expense 68,559 62,686 62,935 64,119 55,101
Earnings before income taxes and provisions for credit losses 30,390 30,240 33,515 25,883 26,954
Provisions for credit losses 29,565 2,950 1,831 881 1,391
Income tax expense 80 5,718 7,718 6,314 5,975
Net income $ 745 $ 21,572 $ 23,966 $ 18,688 $ 19,588
Net interest income (tax—equivalent basis) $ 56,784 $ 58,212 $ 58,769 $ 57,488 $ 53,461
Adjusted net income* $ 5,296 $ 22,079 $ 24,267 $ 22,098 $ 20,826
Adjusted pre-tax, pre-provision earnings* $ 33,440 $ 30,926 $ 33,922 $ 30,495 $ 28,629
Per Common Share
Diluted net income $ 0.02 $ 0.68 $ 0.76 $ 0.59 $ 0.62
Adjusted diluted net income* 0.17 0.70 0.77 0.70 0.66
Book value 24.40 24.56 24.08 23.29 22.51
Tangible book value* 18.35 18.55 18.03 17.18 17.73
Weighted average number of shares outstanding- fully diluted 31,734,112 31,470,565 31,425,573 31,378,018 31,349,198
Period-end number of shares 32,067,356 31,034,315 30,927,664 30,865,636 30,852,665
Selected Balance Sheet Data
Cash and cash equivalents $ 425,094 $ 232,681 $ 242,997 $ 164,336 $ 195,414
Loans held for investment (HFI) 4,568,038 4,409,642 4,345,344 4,289,516 3,786,791
Allowance for credit losses ^(a)^ (89,141 ) (31,139 ) (31,464 ) (30,138 ) (29,814 )
Loans held for sale 325,304 262,518 305,493 294,699 248,054
Investment securities, at fair value 767,575 691,676 671,781 678,457 670,835
Other real estate owned, net 17,072 18,939 16,076 15,521 12,828
Total assets 6,655,687 6,124,921 6,088,895 5,940,402 5,335,156
Customer deposits 5,356,569 4,914,587 4,896,327 4,812,962 4,242,349
Brokered and internet time deposits 20,363 20,351 25,436 29,864 60,842
Total deposits 5,376,932 4,934,938 4,921,763 4,842,826 4,303,191
Borrowings 327,822 304,675 307,129 257,299 229,178
Total shareholders' equity 782,330 762,329 744,835 718,759 694,577
Selected Ratios
Return on average:
Assets 0.05 % 1.39 % 1.59 % 1.30 % 1.54 %
Shareholders' equity 0.39 % 11.2 % 13.0 % 10.6 % 11.6 %
Tangible common equity* 0.52 % 14.9 % 17.5 % 14.4 % 14.8 %
Average shareholders' equity to average assets 12.0 % 12.4 % 12.2 % 12.3 % 13.2 %
Net interest margin (NIM) (tax-equivalent basis) 3.92 % 4.12 % 4.28 % 4.39 % 4.61 %
Efficiency ratio (GAAP) 69.3 % 67.5 % 65.3 % 71.2 % 67.2 %
Core efficiency ratio (tax-equivalent basis)* 65.7 % 66.5 % 64.5 % 65.9 % 64.9 %
Loans HFI to deposit ratio 85.0 % 89.4 % 88.3 % 88.6 % 88.0 %
Total loans to deposit ratio 91.0 % 94.7 % 94.5 % 94.7 % 93.8 %
Yield on interest-earning assets 4.84 % 5.11 % 5.37 % 5.52 % 5.73 %
Cost of interest-bearing liabilities 1.27 % 1.38 % 1.50 % 1.54 % 1.52 %
Cost of total deposits 0.94 % 1.02 % 1.11 % 1.14 % 1.14 %
Credit Quality Ratios
Allowance for credit losses as a percentage of loans HFI^(a)^ 1.95 % 0.71 % 0.72 % 0.70 % 0.79 %
Net charge-offs as a percentage of average loans HFI 0.19 % 0.30 % 0.05 % 0.05 % 0.06 %
Nonperforming loans HFI as a percentage of total loans HFI 0.68 % 0.60 % 0.47 % 0.43 % 0.41 %
Nonperforming assets as a percentage of total assets 0.74 % 0.77 % 0.62 % 0.59 % 0.57 %
Preliminary capital ratios (Consolidated)
Shareholders' equity to assets 11.8 % 12.4 % 12.2 % 12.1 % 13.0 %
Tangible common equity to tangible assets* 9.11 % 9.69 % 9.45 % 9.22 % 10.5 %
Tier 1 capital (to average assets) 10.3 % 10.1 % 10.1 % 10.0 % 11.5 %
Tier 1 capital (to risk-weighted assets) 11.6 % 11.6 % 11.3 % 11.0 % 12.7 %
Total capital (to risk-weighted assets) 12.5 % 12.2 % 12.0 % 11.6 % 13.4 %
Common equity Tier 1 (to risk-weighted assets) (CET1) 11.0 % 11.1 % 10.8 % 10.4 % 12.0 %

(a) Excludes reserve for credit losses on unfunded commitments of $4.6 million recorded in accrued expensed and other liabilities.

*These measures are considered non-GAAP financial measures. See "GAAP Reconciliation and Use of Non-GAAP Financial Measures" and the corresponding financial tables below for reconciliations of these Non-GAAP measures. Investors are encouraged to refer to the discussion of non-GAAP measures included in the corresponding earnings release.

FB Financial Corporation 4
Consolidated Statements of Income
(Unaudited)
(In Thousands, Except Share Data and %)
Q1 2020 Q1 2020
vs. vs.
2020 2019 Q4 2019 Q1 2019
First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter Percent variance Percent variance
Interest income:
Interest and fees on loans $ 63,754 $ 66,095 $ 67,639 $ 66,276 $ 60,448 (3.54 )% 5.47 %
Interest on securities
Taxable 3,056 2,969 3,137 3,548 3,569 2.93 % (14.4 )%
Tax-exempt 1,433 1,327 1,174 1,160 1,144 7.99 % 25.3 %
Other 1,431 1,252 1,292 735 772 14.3 % 85.4 %
Total interest income 69,674 71,643 73,242 71,719 65,933 (2.75 )% 5.67 %
Interest expense:
Deposits 12,168 12,703 13,522 13,488 11,855 (4.21 )% 2.64 %
Borrowings 1,257 1,248 1,415 1,208 1,062 0.72 % 18.4 %
Total interest expense 13,425 13,951 14,937 14,696 12,917 (3.77 )% 3.93 %
Net interest income 56,249 57,692 58,305 57,023 53,016 (2.50 )% 6.10 %
Provision for credit losses 27,964 2,950 1,831 881 1,391 847.9 % 1,910.4 %
Provision for credit losses on unfunded commitments 1,601 — — — — 100.0 % 100.0 %
Net interest income after <br> provisions for credit losses 26,684 54,742 56,474 56,142 51,625 (51.3 )% (48.3 )%
Noninterest income:
Mortgage banking income 32,745 26,176 29,193 24,526 21,021 25.1 % 55.8 %
Service charges on deposit accounts 2,563 2,657 2,416 2,327 2,079 (3.54 )% 23.3 %
ATM and interchange fees 3,134 3,315 3,188 3,002 2,656 (5.46 )% 18.0 %
Investment services and trust income 1,697 1,326 1,336 1,287 1,295 28.0 % 31.0 %
Gain (loss) from securities, net 63 (18 ) (20 ) 52 43 (450.0 )% 46.5 %
Gain (loss) on sales or write-downs of <br> other real estate owned 51 433 (126 ) 277 (39 ) (88.2 )% (230.8 )%
(Loss) gain from other assets (328 ) (156 ) 44 (183 ) 191 110.3 % (271.7 )%
Other income 2,775 1,501 2,114 1,691 1,793 84.9 % 54.8 %
Total noninterest income 42,700 35,234 38,145 32,979 29,039 21.2 % 47.0 %
Total revenue 98,949 92,926 96,450 90,002 82,055 6.48 % 20.6 %
Noninterest expenses:
Salaries, commissions and employee benefits 43,622 39,589 40,880 37,918 33,697 10.2 % 29.5 %
Occupancy and equipment expense 4,178 3,534 4,058 4,319 3,730 18.2 % 12.0 %
Legal and professional fees 1,558 2,074 1,993 1,694 1,725 (24.9 )% (9.68 )%
Data processing 2,453 2,746 2,816 2,643 2,384 (10.7 )% 2.89 %
Merger costs 3,050 686 295 3,783 621 344.6 % 391.1 %
Amortization of core deposits and other intangibles 1,204 1,159 1,197 1,254 729 3.88 % 65.2 %
Advertising 2,389 2,072 1,895 2,434 2,737 15.3 % (12.7 )%
Mortgage restructuring expense — — 112 829 1,054 — % (100.0 )%
Other expense 10,105 10,826 9,689 9,245 8,424 (6.7 )% 19.95 %
Total noninterest expense 68,559 62,686 62,935 64,119 55,101 9.37 % 24.4 %
Income before income taxes 825 27,290 31,684 25,002 25,563 (97.0 )% (96.8 )%
Income tax expense 80 5,718 7,718 6,314 5,975 (98.6 )% (98.7 )%
Net income $ 745 $ 21,572 $ 23,966 $ 18,688 $ 19,588 (96.5 )% (96.2 )%
Earnings available to common shareholders $ 745 $ 21,458 $ 23,838 $ 18,588 $ 19,483
Weighted average common shares outstanding:
Basic 31,257,739 30,934,092 30,899,583 30,859,596 30,786,684 1.05 % 1.53 %
Fully diluted 31,734,112 31,470,565 31,425,573 31,378,018 31,349,198 0.84 % 1.23 %
Earnings per common share:
Basic $ 0.02 $ 0.69 $ 0.77 $ 0.60 $ 0.63 (97.1 )% (96.8 )%
Fully diluted 0.02 0.68 0.76 0.59 0.62 (97.1 )% (96.8 )%
Fully diluted- adjusted* 0.17 0.70 0.77 0.70 0.66 (76.2 )% (74.8 )%

*These measures are considered non-GAAP financial measures. See “GAAP Reconciliation and Use of Non-GAAP Financial Measures” and the corresponding financial tables below for reconciliations of these Non-GAAP measures. Investors are encouraged to refer to the discussion of non-GAAP measures included in the corresponding earnings release.

FB Financial Corporation 5
Consolidated Balance Sheets
(Unaudited)
(In Thousands, Except %)
Annualized
Q1 2020 Q1 2020
vs. vs.
2020 2019 Q4 2019 Q1 2019
First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter Percent variance Percent variance
ASSETS
Cash and due from banks $ 26,841 $ 48,806 $ 31,594 $ 64,458 $ 60,253 (181.0 )% (55.5 )%
Federal funds sold 59,199 131,119 50,532 9,781 6,600 (220.6 )% 797.0 %
Interest-bearing deposits in financial institutions 339,054 52,756 160,871 90,097 128,561 2182.7 % 163.7 %
Cash and cash equivalents 425,094 232,681 242,997 164,336 195,414 332.6 % 117.5 %
Investments:
Available-for-sale debt securities, at fair value 764,217 688,381 668,531 675,215 667,654 44.3 % 14.5 %
Equity securities, at fair value 3,358 3,295 3,250 3,242 3,181 7.69 % 5.56 %
Federal Home Loan Bank stock, at cost 16,445 15,976 15,976 15,976 13,432 11.8 % 22.4 %
Loans held for sale, at fair value 325,304 262,518 305,493 294,699 248,054 96.2 % 31.1 %
Loans held for investment 4,568,038 4,409,642 4,345,344 4,289,516 3,786,791 14.4 % 20.6 %
Less: allowance for credit losses 89,141 31,139 31,464 30,138 29,814 749.2 % 199.0 %
Net loans 4,478,897 4,378,503 4,313,880 4,259,378 3,756,977 9.22 % 19.2 %
Premises and equipment, net 100,406 90,131 91,815 92,407 87,013 45.9 % 15.4 %
Other real estate owned, net 17,072 18,939 16,076 15,521 12,828 (39.6 )% 33.1 %
Operating lease right-of-use assets 31,628 32,539 34,812 35,872 32,694 (11.3 )% (3.26 )%
Interest receivable 19,644 17,083 17,729 17,952 16,611 60.3 % 18.3 %
Mortgage servicing rights, at fair value 62,581 75,521 66,156 66,380 64,031 (68.9 )% (2.26 )%
Goodwill 174,859 169,051 168,486 168,486 137,190 13.8 % 27.5 %
Core deposit and other intangibles, net 18,876 17,589 18,748 19,945 10,439 29.4 % 80.8 %
Other assets 217,306 122,714 124,946 110,993 89,638 310.0 % 142.4 %
Total assets $ 6,655,687 $ 6,124,921 $ 6,088,895 $ 5,940,402 $ 5,335,156 34.9 % 24.8 %
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits
Noninterest-bearing $ 1,335,799 $ 1,208,175 $ 1,214,373 $ 1,111,921 $ 964,745 42.5 % 38.5 %
Interest-bearing checking 1,139,462 1,014,875 1,029,430 984,847 937,323 49.4 % 21.6 %
Money market and savings 1,667,374 1,520,035 1,481,697 1,468,867 1,257,863 39.0 % 32.6 %
Customer time deposits 1,213,934 1,171,502 1,170,827 1,247,327 1,082,418 14.6 % 12.2 %
Brokered and internet time deposits 20,363 20,351 25,436 29,864 60,842 0.24 % (66.5 )%
Total deposits 5,376,932 4,934,938 4,921,763 4,842,826 4,303,191 36.0 % 25.0 %
Borrowings 327,822 304,675 307,129 257,299 229,178 30.6 % 43.0 %
Operating lease liabilities 34,572 35,525 37,760 38,722 35,093 (10.8 )% (1.48 )%
Accrued expenses and other liabilities 134,031 87,454 77,408 82,796 73,117 214.2 % 83.3 %
Total liabilities 5,873,357 5,362,592 5,344,060 5,221,643 4,640,579 38.3 % 26.6 %
Shareholders' equity:
Common stock, $1 par value 32,067 31,034 30,928 30,866 30,853 13.4 % 3.93 %
Additional paid-in capital 460,938 425,633 426,816 425,644 423,647 33.4 % 8.80 %
Retained earnings 266,385 293,524 274,491 253,080 236,947 (37.2 )% 12.4 %
Accumulated other comprehensive income, net 22,940 12,138 12,600 9,169 3,130 357.9 % 632.9 %
Total shareholders' equity 782,330 762,329 744,835 718,759 694,577 10.6 % 12.6 %
Total liabilities and shareholders' equity $ 6,655,687 $ 6,124,921 $ 6,088,895 $ 5,940,402 $ 5,335,156 34.9 % 24.8 %
FB Financial Corporation 6
--- ---
Average Balance, Average Yield Earned and Average Rate Paid
For the Quarters Ended
(Unaudited)
(In Thousands, Except %)
Three Months Ended Three Months Ended
March 31, 2020 December 31, 2019
Average<br>balances Interest<br>income/<br>expense Average<br>yield/<br>rate Average<br>balances Interest<br>income/<br>expense Average<br>yield/<br>rate
Interest-earning assets:
Loans HFI^(a)^ $ 4,495,069 $ 61,817 5.53 % $ 4,384,180 $ 64,053 5.80 %
Loans held for sale^(b)^ 214,150 1,990 3.74 % 257,833 2,095 3.22 %
Securities:^(b)^
Taxable 512,774 3,056 2.40 % 505,299 2,969 2.33 %
Tax-exempt^(a)^ 197,961 1,915 3.89 % 181,922 1,794 3.91 %
Total securities^(a)^ 710,735 4,971 2.81 % 687,221 4,763 2.75 %
Federal funds sold 107,489 245 0.92 % 69,749 301 1.71 %
Interest-bearing deposits with other financial institutions 287,499 1,082 1.51 % 185,319 790 1.69 %
FHLB stock 16,226 104 2.58 % 15,976 161 4.00 %
Total interest-earning assets^(a)^ 5,831,168 70,209 4.84 % 5,600,278 72,163 5.11 %
Noninterest-earning assets:
Cash and due from banks 64,438 49,318
Allowance for credit losses (63,034 ) (31,631 )
Other assets 576,845 539,966
Total noninterest-earning assets 578,249 557,653
Total assets $ 6,409,417 $ 6,157,931
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing checking $ 1,085,849 $ 2,179 0.81 % $ 981,572 $ 2,068 0.84 %
Money market 1,383,229 3,971 1.15 % 1,320,268 4,309 1.29 %
Savings deposits 233,807 79 0.14 % 210,550 79 0.15 %
Customer time deposits 1,205,385 5,843 1.95 % 1,175,467 6,133 2.07 %
Brokered and internet time deposits 20,355 96 1.90 % 23,219 114 1.95 %
Time deposits 1,225,740 5,939 1.95 % 1,198,686 6,247 2.07 %
Total interest-bearing deposits 3,928,625 12,168 1.25 % 3,711,076 12,703 1.36 %
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and<br> federal funds purchased 26,961 57 0.85 % 27,610 59 0.85 %
Federal Home Loan Bank advances 250,000 714 1.15 % 250,000 788 1.25 %
Subordinated debt 30,930 421 5.47 % 30,930 401 5.14 %
Other borrowings 7,747 65 3.37 % — — — %
Total other interest-bearing liabilities 315,638 1,257 1.60 % 308,540 1,248 1.60 %
Total interest-bearing liabilities 4,244,263 13,425 1.27 % 4,019,616 13,951 1.38 %
Noninterest-bearing liabilities:
Demand deposits 1,284,331 1,253,311
Other liabilities 111,894 123,055
Total noninterest-bearing liabilities 1,396,225 1,376,366
Total liabilities 5,640,488 5,395,982
Shareholders' equity 768,929 761,949
Total liabilities and shareholders' equity $ 6,409,417 $ 6,157,931
Net interest income^(a)^ $ 56,784 $ 58,212
Interest rate spread^(a)^ 3.57 % 3.74 %
Net interest margin^(a)^ 3.92 % 4.12 %
Cost of total deposits 0.94 % 1.02 %
Average interest-earning assets to average interest-bearing liabilities 137.4 % 139.3 %
Tax-equivalent adjustment $ 535 $ 520
Loans HFI yield components:
Contractual interest rate^(a)^ $ 57,382 5.14 % $ 58,219 5.27 %
Origination and other loan fee income 2,589 0.23 % 2,863 0.26 %
Accretion on purchased loans 1,578 0.14 % 2,526 0.23 %
Nonaccrual interest 268 0.02 % 439 0.04 %
Syndication fee income — — % 6 — %
Total loans HFI yield $ 61,817 5.53 % $ 64,053 5.80 %

(a) Includes tax equivalent adjustment using combined marginal tax rate of 26.060%.

(b) Excludes the average balance for unrealized gains (losses) prospectively from Q1 2020 for loans held for sale and investments carried at fair value.

FB Financial Corporation 7
Average Balance, Average Yield Earned and Average Rate Paid
For the Quarters Ended
(Unaudited)
(In Thousands, Except %)
Three Months Ended Three Months Ended Three Months Ended
September 30, 2019 June 30, 2019 March 31, 2019
Average<br>balances Interest<br>income/<br>expense Average<br>yield/<br>rate Average<br>balances Interest<br>income/<br>expense Average<br>yield/<br>rate Average<br>balances Interest<br>income/<br>expense Average<br>yield/<br>rate
Interest-earning assets:
Loans HFI^(a)^ $ 4,306,725 $ 65,241 6.01 % $ 4,177,701 $ 63,262 6.07 % $ 3,720,739 $ 58,137 6.34 %
Loans held for sale 262,896 2,448 3.69 % 281,252 3,070 4.38 % 216,227 2,353 4.41 %
Securities:
Taxable 508,924 3,137 2.45 % 532,500 3,548 2.67 % 518,504 3,569 2.79 %
Tax-exempt^(a)^ 153,633 1,588 4.10 % 146,282 1,569 4.30 % 138,847 1,547 4.52 %
Total securities^(a)^ 662,557 4,725 2.83 % 678,782 5,117 3.02 % 657,351 5,116 3.16 %
Federal funds sold 24,388 166 2.70 % 12,219 88 2.89 % 18,392 123 2.71 %
Interest-bearing deposits with other financial <br> institutions 176,708 950 2.13 % 81,540 465 2.29 % 75,291 446 2.40 %
FHLB stock 15,976 176 4.37 % 15,165 182 4.81 % 13,432 203 6.13 %
Total interest-earning assets^(a)^ 5,449,250 73,706 5.37 % 5,246,659 72,184 5.52 % 4,701,432 66,378 5.73 %
Noninterest-earning assets:
Cash and due from banks 51,433 54,659 50,218
Allowance for credit losses (30,484 ) (30,092 ) (29,537 )
Other assets 518,373 500,145 452,805
Total noninterest-earning assets 539,322 524,712 473,486
Total assets $ 5,988,572 $ 5,771,371 $ 5,174,918
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing checking $ 971,686 $ 2,338 0.95 % $ 968,081 $ 2,295 0.95 % $ 878,167 $ 2,054 0.95 %
Money market 1,260,555 4,607 1.45 % 1,221,450 4,508 1.48 % 1,073,170 3,956 1.49 %
Savings deposits 207,221 78 0.15 % 203,602 76 0.15 % 176,305 68 0.16 %
Customer time deposits 1,184,737 6,362 2.13 % 1,185,451 6,299 2.13 % 1,053,958 5,309 2.04 %
Brokered and internet time deposits 28,273 137 1.92 % 56,242 310 2.21 % 93,434 468 2.03 %
Time deposits 1,213,010 6,499 2.13 % 1,241,693 6,609 2.13 % 1,147,392 5,777 2.04 %
Total interest-bearing deposits 3,652,472 13,522 1.47 % 3,634,826 13,488 1.49 % 3,275,034 11,855 1.47 %
Other interest-bearing liabilities:
Securities sold under agreements to<br><br>repurchase and federal funds purchased 30,585 80 1.04 % 31,905 117 1.47 % 15,319 35 0.93 %
Federal Home Loan Bank advances 248,315 918 1.47 % 131,726 664 2.02 % 117,875 634 2.18 %
Subordinated debt 30,930 417 5.35 % 30,930 427 5.54 % 30,930 393 5.15 %
Total other interest-bearing liabilities 309,830 1,415 1.81 % 194,561 1,208 2.49 % 164,124 1,062 2.62 %
Total interest-bearing liabilities 3,962,302 14,937 1.50 % 3,829,387 14,696 1.54 % 3,439,158 12,917 1.52 %
Noninterest-bearing liabilities:
Demand deposits 1,180,685 1,128,311 955,156
Other liabilities 113,884 105,116 96,059
Total noninterest-bearing liabilities 1,294,569 1,233,427 1,051,215
Total liabilities 5,256,871 5,062,814 4,490,373
Shareholders' equity 731,701 708,557 684,545
Total liabilities and shareholders' equity $ 5,988,572 $ 5,771,371 $ 5,174,918
Net interest income^(a)^ $ 58,769 $ 57,488 $ 53,461
Interest rate spread^(a)^ 3.87 % 3.98 % 4.21 %
Net interest margin^(a)^ 4.28 % 4.39 % 4.61 %
Cost of total deposits 1.11 % 1.14 % 1.14 %
Average interest-earning assets to average <br> interest-bearing liabilities 137.5 % 137.0 % 136.7 %
Tax-equivalent adjustment $ 464 $ 465 $ 445
Loans HFI yield components:
Contractual interest rate^(a)^ $ 59,645 5.50 % $ 58,028 5.57 % $ 52,177 5.69 %
Origination and other loan fee income 3,293 0.30 % 2,981 0.29 % 3,840 0.42 %
Accretion on purchased loans 2,102 0.19 % 2,097 0.20 % 1,831 0.20 %
Nonaccrual interest 201 0.02 % 156 0.01 % 89 0.01 %
Syndication fee income — — % — — % 200 0.02 %
Total loans HFI yield $ 65,241 6.01 % $ 63,262 6.07 % $ 58,137 6.34 % (a) Includes tax equivalent adjustment using combined marginal tax rate of 26.060%.
FB Financial Corporation 8
FNB Financial Corporation Opening Balance Sheet (Preliminary)
As of February 14, 2020
(Unaudited)
(In Thousands)
As Recorded by FB Financial Corporation (Preliminary)^(a)^
Assets
Cash and cash equivalents $ 10,774
Securities 50,594
Loans, net of fair value premium 182,171
Allowance for credit losses on PCD loans (669 )
Premises and equipment 8,021
Core deposit intangibles 2,490
Goodwill 5,808
Accrued interest and other assets 4,809
Total assets $ 263,998
Liabilities
Deposits $ 209,535
Borrowings 3,192
Accrued expenses and other liabilities 1,229
Total liabilities $ 213,956
Consideration
Value of 954,797 shares issued $ 35,041
Cash paid 15,001
Total consideration $ 50,042
Loan composition:
Commercial and industrial $ 12,844
Construction 20,441
Residential real estate:
1-to-4 family mortgage 50,161
Residential line of credit 3,934
Multi-family mortgage 7,172
Commercial real estate:
Owner occupied 39,187
Non-owner occupied 39,774
Consumer and other 8,658
Total loans $ 182,171
Deposit composition:
Noninterest-bearing $ 63,531
Interest-bearing checking 26,451
Money market and savings 37,002
Customer time deposits 82,551
Total deposits $ 209,535
(a) The above estimated fair values of assets acquired and liabilities assumed are preliminary and are subject to change during the measurement period as allowed under ASC 805 - Business Combinations.
FB Financial Corporation 9
--- ---
Loans and Deposits by Market
For the Quarters Ended
(Unaudited)
(In Thousands)
2020 2019
First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Loans by market
Metropolitan^(a)^ $ 3,217,598 $ 3,061,183 $ 3,011,118 $ 2,970,794 $ 2,516,582
Community 820,180 817,380 802,923 803,306 784,671
Specialty lending and other 530,260 531,079 531,303 515,416 485,538
Total $ 4,568,038 $ 4,409,642 $ 4,345,344 $ 4,289,516 $ 3,786,791
Deposits by market
Metropolitan^(a)^ $ 3,272,740 $ 2,963,524 $ 2,869,049 $ 2,794,977 $ 2,350,421
Community 1,731,050 1,642,949 1,620,153 1,612,885 1,482,877
Mortgage and other^(b)^ 373,142 328,465 432,561 434,964 469,893
Total $ 5,376,932 $ 4,934,938 $ 4,921,763 $ 4,842,826 $ 4,303,191

(a) Includes loans and deposits acquired from Farmers National Bank of Scottsville.

(b) Includes deposits related to escrow balances from mortgage servicing portfolio and wholesale/other deposits.

FB Financial Corporation 10
Segment Data
For the Quarters Ended
(Unaudited)
(In Thousands, Except %)
2020 2019
First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Banking segment
Net interest income $ 56,233 $ 57,776 $ 58,350 $ 56,979 $ 52,993
Provisions for credit losses 29,565 2,950 1,831 881 1,391
Mortgage banking income retail footprint 10,651 9,899 10,693 5,451 4,386
Other noninterest income 9,955 9,058 8,952 8,453 8,018
Other noninterest mortgage banking expenses 7,175 8,126 8,087 4,172 2,831
Merger expense 3,050 686 295 3,783 621
Other noninterest expense 40,767 38,918 38,755 37,500 33,109
Pre-tax (loss) income after allocations $ (3,718 ) $ 26,053 $ 29,027 $ 24,547 $ 27,445
Total assets $ 6,211,640 $ 5,795,888 $ 5,730,492 $ 5,552,893 $ 4,987,744
Intracompany funding income included in net interest income 2,375 2,460 2,875 3,290 2,558
Core efficiency ratio* 61.8 % 61.1 % 59.6 % 58.5 % 54.7 %
Mortgage segment
Net interest income $ 16 $ (84 ) $ (45 ) $ 44 $ 23
Noninterest income 22,094 16,277 18,500 19,075 16,635
Mortgage restructuring expense — — 112 829 1,054
Noninterest expense 17,567 14,956 15,686 17,835 17,486
Direct contribution (loss) $ 4,543 $ 1,237 $ 2,657 $ 455 $ (1,882 )
Total assets $ 444,047 $ 329,033 $ 358,403 $ 387,509 $ 347,412
Intracompany funding expense included in net interest income 2,375 2,460 2,875 3,290 2,558
Core efficiency ratio* 79.5 % 92.4 % 85.0 % 93.3 % N/A
Interest rate lock commitments volume during the period
Consumer direct $ 1,314,625 $ 679,096 $ 973,142 $ 805,970 $ 521,603
Retail 779,155 402,490 503,861 407,007 291,800
Wholesale — — 159,263 607,373 551,383
Total $ 2,093,780 $ 1,081,586 $ 1,636,266 $ 1,820,350 $ 1,364,786
Interest rate lock commitments pipeline (period end)
Consumer direct $ 653,593 $ 348,389 $ 519,698 $ 397,150 $ 235,505
Retail 430,940 104,809 159,826 135,655 110,480
Wholesale — — — 75,925 146,522
Total $ 1,084,533 $ 453,198 $ 679,524 $ 608,730 $ 492,507
Mortgage sales
Consumer direct $ 684,209 $ 718,624 $ 588,535 $ 428,886 $ 287,720
Retail 158,224 120,487 94,735 81,849 59,084
Retail footprint 199,043 266,328 256,060 205,698 146,312
Wholesale — 652 284,655 542,229 473,109
Total $ 1,041,476 $ 1,106,091 $ 1,223,985 $ 1,258,662 $ 966,225
Gains and fees from origination and sale of mortgage <br> loans held for sale $ 30,390 $ 31,807 $ 28,020 $ 20,976 $ 15,907
Net change in fair value of loans<br> held for sale, derivatives, and other 3,205 (4,328 ) 2,304 3,298 2,244
Mortgage servicing income 5,018 4,914 3,960 4,052 4,751
Change in fair value of mortgage <br> servicing rights, net of hedging (5,868 ) (6,217 ) (5,091 ) (3,800 ) (1,881 )
Total mortgage banking income $ 32,745 $ 26,176 $ 29,193 $ 24,526 $ 21,021
Mortgage sale margin^(a)^ 2.92 % 2.88 % 2.29 % 1.67 % 1.65 %

*These measures are considered non-GAAP financial measures. See "GAAP Reconciliation and Use of Non-GAAP financial measures" and the corresponding financial tables below for a reconciliation and discussion of these non-GAAP measures for a reconciliation and discussion of this non-GAAP measure.

(a) Calculated by dividing gains and fees from origination and sale of mortgage loans held for sale by total mortgage sales.

FB Financial Corporation 11
Loan Portfolio and Asset Quality
For the Quarters Ended
(Unaudited)
(In Thousands, Except %)
2020 2019
First Quarter % of Total Fourth Quarter % of Total Third Quarter % of Total Second Quarter % of Total First Quarter % of Total
Loan portfolio
Commercial and industrial $ 1,020,484 23 % $ 1,034,036 23 % $ 997,921 23 % $ 989,288 23 % $ 888,345 23 %
Construction 599,479 13 % 551,101 13 % 537,784 12 % 525,954 12 % 539,065 14 %
Residential real estate:
1-to-4 family mortgage 750,064 16 % 710,454 16 % 710,077 17 % 688,984 16 % 552,239 15 %
Residential line of credit 239,799 5 % 221,530 5 % 215,493 5 % 218,006 5 % 187,415 5 %
Multi-family mortgage 94,638 2 % 69,429 2 % 80,352 2 % 82,945 2 % 71,532 2 %
Commercial real estate:
Owner occupied 686,543 15 % 630,270 14 % 620,635 14 % 602,723 14 % 499,123 13 %
Non-owner occupied 910,822 20 % 920,744 21 % 914,502 21 % 922,150 22 % 816,880 22 %
Consumer and other 266,209 6 % 272,078 6 % 268,580 6 % 259,466 6 % 232,192 6 %
Total loans HFI $ 4,568,038 100 % $ 4,409,642 100 % $ 4,345,344 100 % $ 4,289,516 100 % $ 3,786,791 100 %
Allowance for credit losses rollforward<br><br>summary
Allowance for credit losses at the <br> beginning of the period $ 31,139 $ 31,464 $ 30,138 $ 29,814 $ 28,932
Impact of adopting ASC 326 (CECL) on <br> non-purchased credit deteriorated <br> loans 30,888 — — — —
Impact of adopting ASC 326 (CECL) on <br> purchased credit deteriorated loans 558 — — — —
Charge-offs (2,411 ) (3,594 ) (717 ) (770 ) (871 )
Recoveries 334 319 212 213 362
Provision for credit losses 27,964 2,950 1,831 881 1,391
Initial allowance on acquired loans with <br> credit deterioration 669 — — — —
Allowance for credit losses at the end of <br> the period $ 89,141 $ 31,139 $ 31,464 $ 30,138 $ 29,814
Allowance for credit losses as a <br> percentage of total loans HFI 1.95 % 0.71 % 0.72 % 0.70 % 0.79 %
Allowance for credit losses on unfunded <br> commitments 4,618 — — — —
Charge-offs
Commercial and Industrial $ (1,234 ) $ (2,669 ) $ (3 ) $ (79 ) $ (179 )
Construction — — — — —
Residential real estate:
1-to-4 family mortgage (242 ) (138 ) — (1 ) (81 )
Residential line of credit — (4 ) (170 ) (103 ) (32 )
Multi-family mortgage — — — — —
Commercial real estate:
Owner occupied (209 ) — — — —
Non-owner occupied — — (12 ) — —
Consumer and other (726 ) (783 ) (532 ) (587 ) (579 )
Total charge-offs (2,411 ) (3,594 ) (717 ) (770 ) (871 )
Recoveries
Commercial and Industrial 88 70 16 38 12
Construction — 3 1 6 1
Residential real estate:
1-to-4 family mortgage 24 17 25 24 13
Residential line of credit 15 17 75 21 25
Multi-family mortgage — — — — —
Commercial real estate:
Owner occupied 14 13 3 5 87
Non-owner occupied — — — — —
Consumer and other 193 199 92 119 224
Total recoveries 334 319 212 213 362
Net charge-offs $ (2,077 ) $ (3,275 ) $ (505 ) $ (557 ) $ (509 )
Net charge-offs as a percentage of <br> average total loans 0.19 % 0.30 % 0.05 % 0.05 % 0.06 %
Loans classified as substandard $ 74,237 $ 80,346 $ 78,881 $ 68,828 $ 60,746
FB Financial Corporation 12
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Loan Portfolio and Asset Quality
For the Quarters Ended
(Unaudited)
(In Thousands, Except %)
2020 2019
First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Nonperforming assets^(a)(b)^
Past due 90 days or more and accruing <br> interest $ 6,459 $ 5,543 $ 2,452 $ 2,100 $ 1,885
Nonaccrual 24,547 21,062 17,911 16,135 13,721
Total nonperforming loans held for <br> investment 31,006 26,605 20,363 18,235 15,606
Loans held for sale — — — — 196
Other real estate owned:
Foreclosed 9,332 9,983 8,771 7,830 7,447
Excess land and facilities 7,740 8,956 7,305 7,691 5,381
Other assets 1,188 1,580 1,519 1,499 1,779
Total nonperforming assets $ 49,266 $ 47,124 $ 37,958 $ 35,255 $ 30,409
Total nonperforming loans as a <br> percentage of loans held for <br> investment 0.68 % 0.60 % 0.47 % 0.43 % 0.41 %
Total nonperforming assets as a <br> percentage of total assets 0.74 % 0.77 % 0.62 % 0.59 % 0.57 %
Total accruing loans over 90 days <br> delinquent as a percentage<br> of total assets 0.10 % 0.09 % 0.04 % 0.04 % 0.04 %
Loans restructured as troubled debt <br> restructurings $ 11,566 $ 12,206 $ 11,460 $ 8,714 $ 8,953
Troubled debt restructurings as a <br> percentage of loans held for <br> investment 0.25 % 0.28 % 0.26 % 0.20 % 0.24 %

(a) Upon adoption of CECL on January 1, 2020, purchase credit deteriorated loans are included in nonperforming assets on a prospective basis.

(b) Nonperforming assets includes guaranteed repurchased loans previously sold of $1.7 million, $2.7 million, $2.6 million, $1.5 million, and $3.4 million for the quarters ended March 31, 2020, December 31, 2019, September 30, 2019, June 30, 2019 and March 31, 2019, respectively.

FB Financial Corporation 13
Preliminary Capital Ratios
(Unaudited)
(In Thousands, Except %)
Computation of Tangible Common Equity to Tangible Assets: March 31, 2020 December 31, 2019
Total Equity $ 782,330 $ 762,329
Less:
Goodwill 174,859 169,051
Other intangibles 18,876 17,589
Tangible Common Equity $ 588,595 $ 575,689
Total Assets $ 6,655,687 $ 6,124,921
Less:
Goodwill 174,859 169,051
Other intangibles 18,876 17,589
Tangible Assets $ 6,461,952 $ 5,938,281
Preliminary Total Risk-Weighted Assets $ 5,509,550 $ 5,172,450
Total Common Equity to Total Assets 11.8 % 12.4 %
Tangible Common Equity to Tangible Assets* 9.11 % 9.7 %
March 31, 2020 December 31, 2019
Preliminary Regulatory Capital^(a)^:
Common Equity Tier 1 Capital $ 606,922 $ 572,410
Tier 1 Capital 636,922 602,410
Total Capital 688,396 633,549
Preliminary Regulatory Capital Ratios:
Common Equity Tier 1 11.0 % 11.1 %
Tier 1 Risk-Based 11.6 % 11.6 %
Total Risk-Based 12.5 % 12.2 %
Tier 1 Leverage 10.3 % 10.1 %

(a) Reflects CECL transition relief of $31.8 million add-back and $37.7 million disallowed from add-back to Tier 2 capital.

*These measures are considered non-GAAP financial measures. See "GAAP Reconciliation and Use of Non-GAAP financial measures" and the corresponding financial tables below for a reconciliation and discussion of these non-GAAP measures.

FB Financial Corporation 14
Investment Portfolio
For the Quarters Ended
(Unaudited)
(In Thousands, Except %)
2020 2019
Securities (at fair value) First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Available-for-sale debt securities
U.S. government agency securities $ 3,037 — % $ — — % $ 999 — % $ 996 — % $ 993 — %
Mortgage-backed securities - <br> residential 499,658 65 % 490,676 71 % 485,300 72 % 517,505 77 % 511,716 77 %
Municipals, tax exempt 235,677 31 % 189,235 27 % 173,785 26 % 149,305 22 % 147,640 22 %
Treasury securities 24,860 3 % 7,448 1 % 7,432 1 % 7,409 1 % 7,305 1 %
Corporate securities 985 — % 1,022 — % 1,015 — % — — % — — %
Total available-for-sale debt <br> securities 764,217 99 % 688,381 99 % 668,531 99 % 675,215 100 % 667,654 100 %
Equity securities 3,358 1 % 3,295 1 % 3,250 1 % 3,242 — % 3,181 — %
Total securities $ 767,575 100 % $ 691,676 100 % $ 671,781 100 % $ 678,457 100 % $ 670,835 100 %
Securities to total assets 11.5 % 11.3 % 11.0 % 11.4 % 12.6 %
Unrealized gain (loss) on available-for<br> -sale debt securities $ 28,058 $ 11,676 $ 12,436 $ 7,303 $ (1,799 )
FB Financial Corporation 15
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Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
Adjusted earnings First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Pre-tax net income $ 825 $ 27,290 $ 31,684 $ 25,002 $ 25,563
Plus merger and mortgage restructuring expenses 3,050 686 407 4,612 1,675
Plus initial provision for credit losses on acquired loans 2,885 — — — —
Adjusted pre-tax earnings 6,760 27,976 32,091 29,614 27,238
Income tax expense, adjusted 1,464 5,897 7,824 7,516 6,412
Adjusted earnings $ 5,296 $ 22,079 $ 24,267 $ 22,098 $ 20,826
Weighted average common shares outstanding- <br> fully diluted 31,734,112 31,470,565 31,425,573 31,378,018 31,349,198
Adjusted diluted earnings per share
Diluted earnings per common share $ 0.02 $ 0.68 $ 0.76 $ 0.59 $ 0.62
Plus merger and mortgage restructuring expenses 0.10 0.02 0.01 0.15 0.05
Plus initial provision for credit losses on acquired loans 0.09 — — — —
Less tax effect 0.04 — — 0.04 0.01
Adjusted diluted earnings per share $ 0.17 $ 0.70 $ 0.77 $ 0.70 $ 0.66
2020 2019
Adjusted pre-tax pre-provision earnings First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Pre-tax net income $ 825 $ 27,290 $ 31,684 $ 25,002 $ 25,563
Plus provisions for credit losses 29,565 2,950 1,831 881 1,391
Pre-tax pre-provision earnings 30,390 30,240 33,515 25,883 26,954
Plus merger and mortgage restructuring expenses 3,050 686 407 4,612 1,675
Adjusted pre-tax pre-provision earnings $ 33,440 $ 30,926 $ 33,922 $ 30,495 $ 28,629
Weighted average common shares outstanding- <br> fully diluted 31,734,112 31,470,565 31,425,573 31,378,018 31,349,198
Adjusted pre-tax pre-provision diluted earnings per share
Diluted earnings per common share $ 0.02 $ 0.68 $ 0.76 $ 0.59 $ 0.62
Plus income tax expense — 0.18 0.25 0.20 0.19
Plus provisions for credit losses 0.93 0.10 0.06 0.03 0.05
Pre-tax pre-provision earnings per share 0.95 0.96 1.07 0.82 0.86
Plus merger and mortgage restructuring expenses 0.10 0.02 0.01 0.15 0.05
Adjusted pre-tax pre-provision earnings per share $ 1.05 $ 0.98 $ 1.08 $ 0.97 $ 0.91
FB Financial Corporation 16
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Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
Adjusted pro forma earnings* YTD 2020 2019 2018 2017 2016
Pre-tax net income $ 825 $ 109,539 $ 105,854 $ 73,485 $ 62,324
Plus merger, conversion, offering, and mortgage <br> restructuring expenses 3,050 7,380 2,265 19,034 3,268
Plus initial provision for credit losses on acquired loans 2,885 — — — —
Less significant (losses) gains on securities, other real estate owned <br> and other items — — — — (3,539 )
Adjusted pre-tax earnings 6,760 116,919 108,119 92,519 69,131
Adjusted pro forma income tax expense 1,464 27,648 26,034 34,749 25,404
Adjusted pro forma earnings $ 5,296 $ 89,271 $ 82,085 $ 57,770 $ 43,727
Weighted average common shares outstanding- fully diluted 31,734,112 31,402,897 31,314,981 28,207,602 19,312,174
Adjusted pro forma diluted earnings per share*
Diluted earning per share $ 0.02 $ 2.65 $ 2.55 $ 1.86 $ 2.10
Plus merger, conversion, offering, and mortgage <br> restructuring expenses 0.10 0.24 0.07 0.67 0.17
Plus initial provision for credit losses on acquired loans 0.09 — — — —
Less significant (losses) gains on securities, other real estate owned<br><br>and other items — — — — (0.18 )
Less tax effect and benefit of enacted tax laws 0.04 0.06 0.01 0.48 0.19
Adjusted pro forma diluted earnings per share $ 0.17 $ 2.83 $ 2.61 $ 2.05 $ 2.26
*Prior to the IPO in the third quarter of 2016, the Company was an S corporation and did not incur federal income taxes. In conjunction with the IPO, the Company converted to a C corporation. These results are on a pro forma basis to reflect the results of the Company on a C corporation basis and combined effective tax rates of 35.08% for the year ended December 31, 2016.
Adjusted pre-tax pre-provision earnings YTD 2020 2019 2018 2017 2016
Pre-tax net income $ 825 $ 109,539 $ 105,854 $ 73,485 $ 62,324
Plus provisions for credit losses 29,565 7,053 5,398 (950 ) (1,479 )
Pre-tax pre-provision earnings 30,390 116,592 111,252 72,535 60,845
Plus merger, conversion, offering, and mortgage <br> restructuring expenses 3,050 7,380 2,265 19,034 3,268
Less significant (losses) gains on securities, other real estate owned<br><br>and other items — — — — (3,539 )
Adjusted pre-tax pre-provision earnings $ 33,440 $ 123,972 $ 113,517 $ 91,569 $ 67,652
Weighted average common shares outstanding- fully diluted 31,734,112 31,402,897 31,314,981 28,207,602 19,312,174
Adjusted pre-tax pre-provision diluted earnings per share
Diluted earnings per common share $ 0.02 $ 2.65 $ 2.55 $ 1.86 $ 2.10
Plus income tax expense — 0.82 0.83 0.75 1.13
Plus provisions for credit/ loan losses 0.93 0.23 0.17 (0.03 ) (0.08 )
Pre-tax pre-provision earnings per share 0.95 3.70 3.55 2.58 3.15
Plus merger, conversion, offering, and mortgage <br> restructuring expenses 0.10 0.24 0.07 0.67 0.17
Less significant (losses) gains on securities, other real estate owned<br><br>and other items — — — — (0.18 )
Adjusted pre-tax pre-provision diluted earnings per share $ 1.05 $ 3.94 $ 3.62 $ 3.25 $ 3.50
FB Financial Corporation 17
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Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
Core efficiency ratio (tax-equivalent basis) First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Total noninterest expense $ 68,559 $ 62,686 $ 62,935 $ 64,119 $ 55,101
Less merger and mortgage restructuring expenses 3,050 686 407 4,612 1,675
Core noninterest expense $ 65,509 $ 62,000 $ 62,528 $ 59,507 $ 53,426
Net interest income (tax-equivalent basis) $ 56,784 $ 58,212 $ 58,769 $ 57,488 $ 53,461
Total noninterest income 42,700 35,234 38,145 32,979 29,039
Less (loss) gain on sales or write-downs of other <br> real estate owned and other assets (277 ) 277 (82 ) 94 152
Less gain (loss) from securities, net 63 (18 ) (20 ) 52 43
Core noninterest income 42,914 34,975 38,247 32,833 28,844
Core revenue $ 99,698 $ 93,187 $ 97,016 $ 90,321 $ 82,305
Efficiency ratio (GAAP)^(a)^ 69.3 % 67.5 % 65.3 % 71.2 % 67.2 %
Core efficiency ratio (tax-equivalent basis) 65.7 % 66.5 % 64.5 % 65.9 % 64.9 %
(a) Efficiency ratio (GAAP) is calculated by dividing reported noninterest expense by reported total revenue.
2020 2019
Banking segment core efficiency ratio <br> (tax equivalent) First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Core consolidated noninterest expense $ 65,509 $ 62,000 $ 62,528 $ 59,507 $ 53,426
Less Mortgage segment core noninterest expense 17,567 14,956 15,686 17,835 17,486
Core Banking segment noninterest expense $ 47,942 $ 47,044 $ 46,842 $ 41,672 $ 35,940
Core revenue $ 99,698 $ 93,187 $ 97,016 $ 90,321 $ 82,305
Less Mortgage segment total revenue 22,110 16,193 18,455 19,119 16,658
Core Banking segment total revenue $ 77,588 $ 76,994 $ 78,561 $ 71,202 $ 65,647
Banking segment core efficiency ratio <br> (tax-equivalent basis) 61.8 % 61.1 % 59.6 % 58.5 % 54.7 %
Mortgage segment core efficiency ratio <br> (tax equivalent)
Mortgage segment noninterest expense $ 17,567 $ 14,956 $ 15,798 $ 18,664 $ 18,540
Less mortgage restructuring expense — — 112 829 1,054
Core Mortgage segment noninterest expense $ 17,567 $ 14,956 $ 15,686 $ 17,835 $ 17,486
Mortgage segment total revenue $ 22,110 $ 16,193 $ 18,455 $ 19,119 $ 16,658
Mortgage segment core efficiency ratio <br> (tax-equivalent basis) 79.5 % 92.4 % 85.0 % 93.3 % N/M
FB Financial Corporation 18
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Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
Adjusted mortgage contribution First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Mortgage segment pre-tax net contribution (loss) $ 4,543 $ 1,237 $ 2,657 $ 455 $ (1,882 )
Retail footprint:
Mortgage banking income 10,651 9,899 10,693 5,451 4,386
Mortgage banking expenses 7,175 8,126 8,087 4,172 2,831
Retail footprint pre-tax net contribution 3,476 1,773 2,606 1,279 1,555
Total mortgage banking pre-tax net (loss)<br><br>contribution $ 8,019 $ 3,010 $ 5,263 $ 1,734 $ (327 )
Plus mortgage restructuring expense — — 112 829 1,054
Total adjusted mortgage banking pre-tax net<br><br>contribution (loss) $ 8,019 $ 3,010 $ 5,375 $ 2,563 $ 727
Pre-tax pre-provision earnings $ 30,390 $ 30,240 $ 33,515 $ 25,883 $ 26,954
% total mortgage banking pre-tax pre-provision net contribution 26.4 % 10.0 % 15.7 % 6.70 % N/M
Adjusted pre-tax pre-provision earnings $ 33,440 $ 30,926 $ 33,922 $ 30,495 $ 28,629
% total adjusted mortgage banking pre-tax <br> pre-provision net contribution 24.0 % 9.73 % 15.8 % 8.40 % 2.54 %
2020 2019
Tangible assets and equity First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Tangible assets
Total assets $ 6,655,687 $ 6,124,921 $ 6,088,895 $ 5,940,402 $ 5,335,156
Less goodwill 174,859 169,051 168,486 168,486 137,190
Less intangibles, net 18,876 17,589 18,748 19,945 10,439
Tangible assets $ 6,461,952 $ 5,938,281 $ 5,901,661 $ 5,751,971 $ 5,187,527
Tangible common equity
Total shareholders' equity $ 782,330 $ 762,329 $ 744,835 $ 718,759 $ 694,577
Less goodwill 174,859 169,051 168,486 168,486 137,190
Less intangibles, net 18,876 17,589 18,748 19,945 10,439
Tangible common equity $ 588,595 $ 575,689 $ 557,601 $ 530,328 $ 546,948
Common shares outstanding 32,067,356 31,034,315 30,927,664 30,865,636 30,852,665
Book value per common share $ 24.40 $ 24.56 $ 24.08 $ 23.29 $ 22.51
Tangible book value per common share $ 18.35 $ 18.55 $ 18.03 $ 17.18 $ 17.73
Total shareholders' equity to total assets 11.8 % 12.4 % 12.2 % 12.1 % 13.0 %
Tangible common equity to tangible assets 9.11 % 9.69 % 9.45 % 9.22 % 10.5 %
2020 2019
Return on average tangible common equity First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Total average shareholders' equity $ 768,929 $ 761,949 $ 731,701 $ 708,557 $ 684,545
Less average goodwill 171,532 168,492 168,486 167,781 137,190
Less average intangibles, net 18,152 18,242 19,523 20,214 10,856
Average tangible common equity $ 579,245 $ 575,215 $ 543,692 $ 520,562 $ 536,499
Net income $ 745 $ 21,572 $ 23,966 $ 18,688 $ 19,588
Return on average tangible common equity 0.52 % 14.9 % 17.5 % 14.4 % 14.8 %
FB Financial Corporation 19
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Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
Adjusted return on average tangible common <br> equity First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Average tangible common equity $ 579,245 $ 575,215 $ 543,692 $ 520,562 $ 536,499
Adjusted net income 5,296 22,079 24,267 22,098 20,826
Adjusted return on average tangible common <br> equity 3.68 % 15.2 % 17.7 % 17.0 % 15.7 %
2020 2019
Adjusted pre-tax pre-provision return on <br> average tangible common equity First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Average tangible common equity $ 579,245 $ 575,215 $ 543,692 $ 520,562 $ 536,499
Adjusted pre-tax pre-provision earnings 33,440 30,926 33,922 30,495 28,629
Adjusted pre-tax pre-provision return on <br> average tangible common equity 23.2 % 21.3 % 24.8 % 23.5 % 21.6 %
Pro forma return on average tangible common <br> equity YTD 2020 2019 2018 2017 2016
Total average shareholders' equity $ 768,929 $ 723,494 $ 629,922 $ 466,219 $ 276,587
Less average goodwill 171,532 160,587 137,190 84,997 46,867
Less average intangibles, net 18,152 17,236 12,815 8,047 5,353
Average tangible common equity $ 579,245 $ 545,671 $ 479,917 $ 373,175 $ 224,367
Pro forma net income $ 745 $ 83,814 $ 80,236 $ 52,398 $ 39,422
Pro forma return on average tangible common <br> equity 0.5 % 15.4 % 16.7 % 14.0 % 17.6 %
Adjusted pro forma return on average tangible <br> common equity YTD 2020 2019 2018 2017 2016
Average tangible common equity $ 579,245 $ 545,671 $ 479,917 $ 373,175 $ 224,367
Adjusted pro forma net income 5,296 89,271 82,085 57,770 43,727
Adjusted pro forma return on average tangible <br> common equity 3.7 % 16.4 % 17.1 % 15.5 % 19.5 %
Adjusted pre-tax pre-provision return on average <br> tangible common equity YTD 2020 2019 2018 2017 2016
Average tangible common equity $ 579,245 $ 545,671 $ 479,917 $ 373,175 $ 224,367
Adjusted pre-tax pre-provision earnings 33,440 123,972 113,517 91,569 67,652
Adjusted pre-tax pre-provision return on average <br> tangible common equity 23.2 % 22.7 % 23.7 % 24.5 % 30.2 %
FB Financial Corporation 20
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Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
2020 2019
Adjusted return on average assets and <br> equity First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Net income $ 745 $ 21,572 $ 23,966 $ 18,688 $ 19,588
Average assets 6,409,417 6,157,931 5,988,572 5,771,371 5,174,918
Average equity 768,929 761,949 731,701 708,557 684,545
Return on average assets 0.05 % 1.39 % 1.59 % 1.30 % 1.54 %
Return on average equity 0.39 % 11.2 % 13.0 % 10.6 % 11.6 %
Adjusted net income $ 5,296 $ 22,079 $ 24,267 $ 22,098 $ 20,826
Adjusted return on average assets 0.33 % 1.42 % 1.61 % 1.54 % 1.63 %
Adjusted return on average equity 2.77 % 11.5 % 13.2 % 12.5 % 12.3 %
2020 2019
Adjusted pre-tax pre-provision return on <br> average assets and equity First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Net income $ 745 $ 21,572 $ 23,966 $ 18,688 $ 19,588
Average assets 6,409,417 6,157,931 5,988,572 5,771,371 5,174,918
Average equity 768,929 761,949 731,701 708,557 684,545
Return on average assets 0.05 % 1.39 % 1.59 % 1.30 % 1.54 %
Return on average equity 0.39 % 11.2 % 13.0 % 10.6 % 11.6 %
Adjusted pre-tax pre-provision earnings $ 33,440 $ 30,926 $ 33,922 $ 30,495 $ 28,629
Adjusted pre-tax pre-provision return on <br> average assets 2.10 % 1.99 % 2.25 % 2.12 % 2.24 %
Adjusted pre-tax pre-provision return on <br> average equity 17.5 % 16.1 % 18.4 % 17.3 % 17.0 %
Adjusted pro forma return on average <br> assets and equity YTD 2020 2019 2018 2017 2016
Pro forma net income $ 745 $ 83,814 $ 80,236 $ 52,398 $ 39,422
Average assets 6,409,417 5,777,672 4,844,865 3,811,158 3,001,275
Average equity 768,929 723,494 629,922 466,219 276,587
Pro forma return on average assets 0.05 % 1.45 % 1.66 % 1.37 % 1.31 %
Pro forma return on average equity 0.39 % 11.6 % 12.7 % 11.2 % 14.3 %
Adjusted pro forma net income $ 5,296 $ 89,271 $ 82,085 $ 57,770 $ 43,727
Adjusted pro forma return on average <br> assets 0.33 % 1.55 % 1.69 % 1.52 % 1.46 %
Adjusted pro forma return on average <br> equity 2.77 % 12.3 % 13.0 % 12.4 % 15.8 %
FB Financial Corporation 21
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Non-GAAP Reconciliation
For the Periods Ended
(Unaudited)
(In Thousands, Except Share Data and %)
Adjusted pre-tax pre-provision return on <br> average assets and equity YTD 2020 2019 2018 2017 2016
Pro forma net income $ 745 $ 83,814 $ 80,236 $ 52,398 $ 39,422
Average assets 6,409,417 5,777,672 4,844,865 3,811,158 3,001,275
Average equity 768,929 723,494 629,922 466,219 276,587
Pro forma return on average assets 0.05 % 1.45 % 1.66 % 1.37 % 1.31 %
Pro forma return on average equity 0.39 % 11.6 % 12.7 % 11.2 % 14.3 %
Adjusted pre-tax pre-provision earnings $ 33,440 $ 123,972 $ 113,517 $ 91,569 $ 67,652
Adjusted pre-tax pre-provision return on <br> average assets 2.10 % 2.15 % 2.34 % 2.40 % 2.25 %
Adjusted pre-tax pre-provision return on <br> average equity 17.5 % 17.1 % 18.0 % 19.6 % 24.5 %
FB Financial Corporation 22
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fbk-ex993_1q20

First Quarter 2020 Earnings Presentation April 28, 2020

IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS In connection with the proposed merger with Franklin, FB Financial will file a registration statement on Form S-4 with the SEC. The registration statement will contain the joint proxy statement of Franklin and FB Financial to be sent to the FB Financial and Franklin shareholders seeking their approvals in connection with the merger and the issuance of FB Financial common stock in the merger. The registration statement will also contain the prospectus of FB Financial to register the shares of FB Financial common stock to be issued in connection with the merger. A definitive joint proxy statement/prospectus will also be provided to FB Financial and Franklin shareholders as required by applicable law. Investors and shareholders are encouraged to read the registration statement, including the joint proxy statement/prospectus that will be part of the registration statement, as well as any other relevant documents filed by FB Financial and Franklin with the SEC, including any amendments or supplements to the registration statement and other documents filed with the SEC, because they will contain important information about the Franklin merger, Franklin, and FB Financial. The registration statement and other documents filed with the SEC may be obtained for free on the SEC’s website (www.sec.gov). The definitive proxy statement/prospectus will also be made available for free by contacting FB Financial Corporation Investor Relations at (615) 564-1212 or [email protected], or by contacting Franklin Investor Relations at (615) 236-8327 or [email protected]. This press release does not constitute an offer to sell, the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. PARTICIPANTS IN THE SOLICITATION FB Financial, Franklin, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Franklin shareholders in connection with the proposed Franklin merger under the rules of the SEC. Information about the directors and executive officers of FB Financial may be found in the definitive proxy statement for FB Financial’s 2019 annual meeting of shareholders, filed with the SEC by FB Financial on April 16, 2019, and other documents subsequently filed by FB Financial with the SEC. Information about the directors and executive officers of Franklin may be found in the definitive proxy statement for Franklin’s 2019 annual meeting of shareholders, filed with the SEC by Franklin on April 12, 2019, and other documents subsequently filed by Franklin with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available. Free copies of these documents may be obtained as described in the paragraph above. 1

Forward–Looking Statements Certain statements contained in this press release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding the projected impact of the COVID-19 global pandemic on our business operations, statements relating to the timing, benefits, costs, and synergies of the proposed merger with Franklin Financial Network, Inc. (“Franklin”) (the “Franklin merger”) and of the recent merger with FNB Financial Corp. (“FNB”) (together with the Franklin merger, the “mergers”), and FB Financial’s future plans, results, strategies, and expectations. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial’s control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial or any other person that such expectations, estimates, and projections will be achieved. Accordingly, FB Financial cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of declines in housing and commercial real estate prices, high unemployment rates, and any slowdown in economic growth in the local or regional economies in which we operate and/or the US economy generally, (2) the effects of the COVID-19 pandemic, including the magnitude and duration of the pandemic and its impact on general economic and financial market conditions and on our business and our customers' business, results of operations, asset quality and financial condition, (3) changes in government interest rate policies, (4) our ability to effectively manage problem credits, (5) the risk that the cost savings and any revenue synergies from the mergers or another acquisition may not be realized or may take longer than anticipated to be realized, (6) disruption from the mergers with customer, supplier, or employee relationships, (7) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement with Franklin, (8) the failure to obtain necessary regulatory approvals for the Franklin merger, (9) the failure to obtain the approval of FB Financial and Franklin’s shareholders in connection with the Franklin merger, (10) the possibility that the costs, fees, expenses, and charges related to the mergers may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (11) the failure of the conditions to the Franklin merger to be satisfied, (12) the risks related to the integrations of the combined businesses following the mergers, including the risk that the integrations will be materially delayed or will be more costly or difficult than expected, (13) the diversion of management time on issues related to the mergers, (14) the ability of FB Financial to effectively manage the larger and more complex operations of the combined company following the Franklin merger, (15) the risks associated with FB Financial’s pursuit of future acquisitions, (16) reputational risk and the reaction of the parties’ respective customers to the mergers, (17) FB Financial’s ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, (18) the risk of potential litigation or regulatory action related to the Franklin merger, and (19) general competitive, economic, political, and market conditions. Further information regarding FB Financial and factors that could affect the forward-looking statements contained herein can be found in FB Financial's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and its other filings with the Securities and Exchange Commission (the “SEC”). Many of these factors are beyond FB Financial’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this press release, and FB Financial undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for FB Financial to predict their occurrence or how they will affect the company. FB Financial qualifies all forward-looking statements by these cautionary statements. 2

Use of non-GAAP financial measures This presentation contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (“GAAP”) and therefore are considered non-GAAP financial measures. These non‐GAAP financial measures include, without limitation, adjusted net income, adjusted diluted earnings per share, adjusted pro forma net income, adjusted pro forma diluted earnings per share, pre-tax, pre-provision earnings, adjusted pre-tax, pre- provision earnings, adjusted pre-tax, pre-provision earnings per share, core noninterest expense, core revenue, core noninterest income, core efficiency ratio (tax-equivalent basis), banking segment core efficiency ratio (tax-equivalent basis), mortgage segment core efficiency ratio (tax-efficiency basis), adjusted mortgage contribution, adjusted return on average assets, equity and tangible common equity, pre-tax, pre-provision return on average assets, equity and tangible common equity, pro forma return on average assets and equity, pro forma adjusted return on average assets, equity and tangible common equity and adjusted pre-tax, pre-provision return on average assets, equity and tangible common equity. Each of these non-GAAP metrics excludes certain income and expense items that the Company’s management considers to be non‐core/adjusted in nature. The Company refers to these non‐GAAP measures as adjusted or core measures. The corresponding Earnings Release also presents tangible assets, tangible common equity, tangible book value per common share, tangible common equity to tangible assets, return on tangible common equity, return on average tangible common equity, and adjusted return on average tangible common equity. Each of these non-GAAP metrics excludes the impact of goodwill and other intangibles. The Company’s management uses these non-GAAP financial measures in their analysis of the Company’s performance, financial condition and the efficiency of its operations as management believes such measures facilitate period-to-period comparisons and provide meaningful indications of its operating performance as they eliminate both gains and charges that management views as non-recurring or not indicative of operating performance. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrating the effects of significant non-core gains and charges in the current and prior periods. The Company’s management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding the Company’s underlying operating performance and in the analysis of ongoing operating trends. In addition, because intangible assets such as goodwill and other intangibles, and the other items excluded each vary extensively from company to company, the Company believes that the presentation of this information allows investors to more easily compare the Company’s results to the results of other companies. However, the non-GAAP financial measures discussed herein 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 the Company calculates the non-GAAP financial measures discussed herein 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 the Company has discussed herein when comparing such non-GAAP financial measures. The following tables provide a reconciliation of these measures to the most directly comparable GAAP financial measures. 3

Aggressively managing for impact of COVID-19 .Reprioritized objectives early: 1. Health and Safety 2. Liquidity 3. Capital 4. Profitability 5. Growth .Liquidity: $4.2 billion of on-balance sheet and contingent liquidity; Loans HFI / Deposits of 85% Prepared for .Capital: Strong current capital levels and fortified allowance for credit losses Downturn .Profitability: Aggressively lowered rates on interest-bearing deposits across all products on March 17, 2020; $806 million, or 37%, of variable rate loans at floors at March 31, 2020 .Growth: Focused on core customer deposit growth to support liquidity; cautious loan growth with a focus on customers .Have retained all employees; engaging underutilized associates with special projects, such as Paycheck Protection Program involvement. Employee morale is high .Associates unable to work from home and not essential to day-to-day activities receiving normal Protecting pay Associates .Implemented a remote working environment for associates on March 16th .Suspended branch lobby service on March 19th; serving customers through drive throughs; in- person meetings by appointment only .Accepting PPP applications since April 4th; $267 million of loans approved by the SBA through April 16th; preparing for the second round of PPP to open .Offering payment deferrals since mid-March: $594 million in commercial and $87 million in Serving consumer deferrals through April 231 Customers .Playing a leadership role in our communities: providing meals to frontline workers, donating to foodbanks, assisting local governments .Have never stopped facilitating commerce in our communities ¹ Balances based on deferral participants’ loan balances outstanding as of March 31, 2020 4

Assisting customers in the face of uncertainty Deferral Programs Paycheck Protection Program . Offering relief in the form of deferral programs for all . Began accepting applications on April 4th customers who request assistance . Over 300 associates involved in application, approval and . Began proactively reaching out to consumer and SBA submission process, or ~50% of banking segment commercial customers in mid-March teammates . Standard consumer loan receiving 2-payment relief; . Received SBA approvals on over 1,500 applications maintaining dialogue in the interim for decisions on representing $267 million prior to funding running out on extensions April 16th – 726 consumer, residential mortgage, and HELOC loans have received modifications as of April 23rd . Approximately 29 thousand employed by companies receiving PPP loans from FirstBank – $87 million of loans participating1, or 6.9% of outstanding balances as of March 31st . Average loan size of $177 thousand . Of $7 billion unpaid principal balance in mortgage servicing – $66 million in loans above $2 million portfolio, ~5% have received forbearances – $102 million between $350 thousand and $2 million . Standard commercial loan receiving 90 day principal and interest forbearance, maintaining dialogue in the interim for – $99 million below $350 thousand decisions on extensions – 692 C&I, Construction, Multifamily and CRE loans have . Expect fees of approximately $5.7 million, net of direct received modifications as of April 23rd costs of origination, deferred over the life of the loan – $594 million of loans participating1, or 17.9% of outstanding balances as of March 31st ¹ Balances based on deferral participants’ loan balances outstanding as of March 31, 2020 5

1Q 2020 highlights Key highlights Financial results  Proactively addressing the impact of the COVID-19 virus on our 1Q 2020 associates, customers, communities and stakeholders Diluted earnings per share $0.02  Increased on-balance sheet liquidity to 12.0% of tangible assets from Adjusted diluted earnings per share¹ $0.17 9.2% in 4Q 2019; lowered loans HFI / deposits to 85% Net income ($mm) $0.7  Adopted CECL, increased ACL / Gross Loans HFI to 1.95% Adjusted net income¹ ($mm) $5.3  Adjusted pre-tax, pre-provision earnings1 of $33.4 million, up 8.1% Return on average assets 0.05% over 4Q 2019, resulting in adjusted pre-tax, pre-provision ROAA1 of 2.10% Return on average equity 0.4%  Continued customer-focused balance sheet growth resulting in a net interest margin of 3.92% for 1Q 2020 Adjusted pre-tax, pre-provision earnings1 ($mm) $33.4 – Contractual yield on loans of 5.14%, down 13 bps from 4Q 2019 Adjusted pre-tax, pre-provision return on average 2.10% – Cost of total deposits of 0.94%, down 8 bps from 4Q 2019 assets1  Total pre-tax mortgage contribution of $8.0 mm in 1Q 2020 Adjusted pre-tax, pre-provision return on average 23.2%  Loans (HFI) grew to $4.6 bn, a 20.6% increase from 1Q 2019 tangible common equity¹ – 5.9% year-over-year organic growth Net interest margin 3.92% Impact of accretion and nonaccrual interest (bps) 13  Customer deposits grew to $5.4 bn, a 26.3% increase from Efficiency ratio 69.3% 1Q 2019 Core efficiency ratio¹ 65.7% – 7.4% year-over-year organic growth Tangible common equity / tangible assets¹ 9.1%  Completed acquisition of FNB Financial Corporation on February 14, 2020; announced acquisition of Franklin Financial Network, Inc. on January 21, 2020 ¹ Results are non-GAAP financial measures that adjust GAAP reported net income, total assets, equity and other metrics for certain intangibles, income and expense items as outlined in the non-GAAP reconciliation calculations, using a combined marginal income tax rate of 26.06% excluding one-time items. See “Use of non-GAAP financial measures” and the Appendix hereto for a discussion and reconciliation of non-GAAP financial measures 6

Strong liquidity position  Customer deposit base has seen consistent growth over the On Balance Sheet Liquidity past 12 months and remains a stable base of funding and liquidity On-Balance Sheet Liqudity On balance sheet liquidity / tangible assets $773.5  Utilizing Federal Reserve PPP Lending Facility to fund PPP $800.0 loans as needed $700.0 $547.9 $581.4 $550.7 $600.0 $532.8  Monitoring liquidity in secondary mortgage markets and $500.0 $400.0 12.0% 10.3% impact of servicing requirements $300.0 9.5% 9.8% 9.2% $200.0  Isolated and limited draw downs on commercial lines and $100.0 HELOC since mid-March, continue daily monitoring $- 1Q19 2Q19 3Q19 4Q19 1Q20 Loans HFI / Customer Deposits Sources of Liquidity 1Q 2020 89.7% 89.3% 89.1% 88.7% Current On-Balance Sheet: Cash and Equivalents $425.1 85.3% Unpledged Securities 345.0 Equity Securities 3.4 Total On-Balance Sheet $773.5 Available Sources of Liquidity: Brokered CDs and Unsecured Lines $1,911.1 FHLB 466.1 Discount Window 1,056.4 Total Available Sources $3,433.6 1Q19 2Q19 3Q19 4Q19 1Q20 7

Core deposit franchise provides stable liquidity Total deposits ($mm) Cost of deposits Customer deposits Brokered and internet time deposits Noninterest bearing (%) Cost of total deposits (%) 30.0% 24.7% 24.5% 24.8% $5,377 25.0% 23.0% 22.4% $4,843 $4,922 $4,935 $20 20.0% 1.14% 1.14% $30 $25 $20 1.11% $4,303 1.02% 15.0% 0.94% $61 $5,357 $4,813 $4,897 $4,915 10.0% $4,242 5.0% 0.0% 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 Noninterest bearing deposits ($mm) Deposit composition Time 23% Noninterest- bearing checking 25% Savings $1,336 5% $1,214 $1,208 $1,112 Interest-bearing $965 checking Money market 21% 26% 1Q19 2Q19 3Q19 4Q19 1Q20 46% Checking accounts ¹ Includes mortgage servicing-related deposits of $70.1mm, $70.4mm, $121.4mm, $92.6mm and $110.1mm for the quarters ended March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020, respectively. 8

Well-capitalized headed into recession Capital position Tangible book value per share2 1Q19 4Q19 1Q201 $18.55 $18.35 Shareholder’s 13.0% 12.4% 11.8% equity/Assets $11.56 $11.58 TCE/TA² 10.5% 9.7% 9.1% 3Q16 4Q16 4Q19 1Q20 Common equity 12.0% 11.1% 11.0% tier 1/Risk-weighted Simple capital structure assets Tier 1 capital/Risk- 12.7% 11.6% 11.6% Trust Preferred Tier 2 ACL weighted assets 4% 8% Total capital/Risk- 13.4% 12.2% 12.5% weighted assets Common Equity Tier 1 Capital 88% Tier 1 capital 11.5% 10.1% 10.3% /Average assets Total regulatory capital: $6881 mm ¹ Total regulatory capital, FB Financial Corporation. 1Q 2020 calculation is preliminary and subject to change. For regulatory capital purposes, the CECL impact over 2020 and 2021 is gradually phased- in from Common Equity Tier 1 Capital to Tier 2 capital. As of March 31, 2020, $31.8 million is being added back to CET 1 and Tier 1 Capital, and $37.7 million is being taken out of Tier 2 capital. ² See “Use of non-GAAP financial measures” and the Appendix hereto for a discussion and reconciliation of non-GAAP measures. 9

Consistent loan growth and balanced portfolio Portfolio mix C&I1 Exposure by Industry Other Balance 6% 1-4 family C&I CRE-OO Total % of Total 16% Real Estate Rental and Leasing $ 286.8 $ 103.8 $ 390.6 22.9% Retail Trade 70.5 101.9 172.4 10.1% 1-4 family HELOC Wholesale Trade 115.2 45.1 160.3 9.4% 5% Manufacturing 80.0 55.0 135.0 7.9% Finance and Insurance 116.8 14.3 131.1 7.7% Multifamily 1 Health Care and Social Assistance 56.1 73.4 129.5 7.6% C&I 2% Other Services (except Public Administration) 16.2 79.8 95.9 5.6% 38% Transportation and Warehousing 61.8 13.9 75.7 4.4% C&D Accomodation and Food Services 23.5 51.2 74.6 4.4% 13% Construction 42.7 22.5 65.1 3.8% Arts, Entertainment and Recreation 22.8 35.1 57.9 3.4% Professional, Scientific and Technical Services 26.0 15.6 41.6 2.4% Other 102.1 75.0 177.1 10.4% Total $ 1,020.5 $ 686.5 $ 1,707.0 100.0% 2 CRE 20% Total loan growth3 ($million) and commercial real estate concentration % of Risk-Based Capital Commercial real estate (CRE) 4 1Q20 concentrations 4Q19 (preliminary) C&D loans subject to 100% risk- 88% 86% $4,568 based capital threshold $4,290 $4,345 $4,410 $3,787 Total CRE loans subject to 300% 247% 231% risk-based capital threshold2 1Q19 2Q19 3Q19 4Q19 1Q20 1 C&I includes owner-occupied CRE. 2 Excludes owner-occupied CRE. 3 Exclude HFS loans. 4 Risk-based capital at FirstBank as defined in Call Report. 1Q 2020 calculation is preliminary and subject to change. 10

Industries of concern  Concentrations representative of community bankers Industry exposures / gross loans (HFI) serving customers across our communities 8.6%  Focused on in-market relationship banking  Diversified portfolio across the footprint with solid asset quality entering 2020 5.6%  3 SNC credits in entire portfolio with less than $75 million in 4.2% total balances – all were existing FirstBank customers prior to joining the syndication 2.5% 2.3%  Limited direct energy exposure, less than $10 million; 1.4% monitoring manufactured housing’s performance in impacted regions Retail Healtchare Hotel Transportation Other Leisure Restaurant Credit quality Deferral participants Deferral Program 93.5% 4/23/20 3/31/20 Participants Balances Retail 103 $ 131.8 Healthcare 79 38.9 Hotel 33 122.7 Transportation 29 3.7 Other Leisure 28 33.5 Restaurant 68 39.5 Total Industries of Concern 340 370.2 Other Loans HFI 1,078 310.3 Total Loans HFI 1,418 $ 680.5 3.1% 1.2% 2.2% Industries of Concern / Total 24.0% 54.4% Pass Watch Special Mention Substandard Note: Exposures included will differ from “C&I Exposure by Industry” table on slide 10 due to inclusion of non-owner occupied and other balances as well as additional tangential exposures. 11

Retail portfolio – 8.6% of gross loans HFI  53% C&I/CRE-OO and 47% CRE Non-OO and Other Portfolio overview  CRE Non-owner occupied and Other has no major Car, RV, Boat and concentrations by tenant ATV Dealers 22% – Portfolio benefits from conservative underwriting parameters which typically require personal guaranties Gas Stations and Non-Owner Occ / Other – Largest non-owner occupied loan is ~$8 million, fully Convenience Stores CRE 5% leased with 69% LTV. Tenants include national retailers 47% Pharmacies and drug stores and fitness franchise 3% Sporting goods  C&I / CRE-OO portfolio well-diversified across industries 3% and footprint Other Retailers < 3% – Largest relationship ~$20 million auto dealer across 20% multiple dealerships Credit quality Deferral participants Deferral Program 95.5% 4/23/20 3/31/20 Participants Balances CRE Non-OO and Other 47 $ 74.5 C&I and CRE-OO: Car, RV, Boat & ATV Dealers 14 $ 42.2 Gas Stations and C-Stores 7 3.5 Pharmacies & Drug Stores 1 0.4 Sporting Goods 1 0.1 Other Retailers 33 11.2 Total C&I and CRE-OO 56 $ 57.4 2.1% 0.6% 1.8% Total Retail Deferrals 103 $ 131.8 Pass Watch Special Mention Substandard Note: Exposures included will differ from “C&I Exposure by Industry” table on slide 10 due to inclusion of non-owner occupied and other balances as well as additional tangential exposures. 12

Healthcare & social assistance portfolio – 5.6% of loans HFI  Portfolio diversified over several segments across the Portfolio overview footprint Other Healthcare Assisted Living /  Assisted Living / Nursing Care / Continuing Care property and Social Nursing Care / Assistance Continuing Care types include assisted living with the largest loan ~$10M, 27% 35% one continuing care facility loan ~$21M, and skilled nursing care operators with the largest loan outstanding of ~$11M  Loans to offices of physicians are spread across the franchise Mental Health and Substance Abuse  Mental health and substance abuse includes a ~$28 million 14% credit in good standing Offices of Physicians 24% Credit quality Deferral participants Deferral Program 95.2% 4/23/20 3/31/20 Participants Balances Assisted Living / Nursing Care / Continuing - $ - Care Offices of Physicians 66 23.8 Mental Health and Substance Abuse 4 5.3 Other Healthcare and Social Assistance 9 9.8 Total Healthcare and Social Assistance 1.8% 3.0% 79 $ 38.9 0.0% Deferrals Pass Watch Special Mention Substandard Note: Exposures included will differ from “C&I Exposure by Industry” table on slide 10 due to inclusion of non-owner occupied and other balances as well as additional tangential exposures. 13

Hotel portfolio – 4.2% of gross loans HFI  Portfolio built around long-term successful hotel operators and Outstanding by location strong flags  Out of Market Properties concentrated in limited service facilities with reduced 8% reliance on food and beverage revenues Other Community 7%  Project exposure risk reduced based upon conservative hold Nashville MSA levels and participations sold strategies 35% – Largest single project exposure is $23 million Other MSA 13% – $75 million outstanding to 5 loans with $10 million - $23 million in balances – Remaining $117 million in outstandings spread across 79 Bowling Green MSA properties 10%  33 deferral participants as of April 23rd with $122.7 million Memphis MSA Atlanta MSA 16% outstanding based on March 31 balances 11% Credit quality Outstanding by flag Other 92.5% 11% Best Western / Choice Hilton / IHG / Marriott / / Red Lion / Red Roof Wyndham 12% 77% 1.7% 2.2% 3.6% Pass Watch Special Mention Substandard Note: Exposures included will differ from “C&I Exposure by Industry” table on slide 10 due to inclusion of non-owner occupied and other balances as well as additional tangential exposures. 14

Transportation and warehousing – 2.5% of gross loans HFI  Trucking related exposure includes truckload operators, Portfolio overview equipment lessors to owner/operators, and local Other franchisees of major national trucking companies. Largest Transportation and Warehousing relationship ~$26 million 12%  Air travel and support related is primarily diversified across Consumer Charter Transportation multiple owners and/or operators. No commercial airline 11% exposure. Largest loan ~$12M to an in-market operator with strong financial wherewithal Trucking 55%  Consumer charter transportation is largely associated with Air Travel and Support an in-market operator with strong financial wherewithal 22% Credit quality Deferral participants Deferral Program 87.1% 4/23/20 3/31/20 Participants Balances ($m) Trucking 23 $ 2.4 Air Travel and Support - - Consumer Charter 1 0.3 Transportation Other 5 0.9 12.4% Total Transportation and 29 $ 3.7 0.0% 0.5% Warehousing Pass Watch Special Mention Substandard Note: Exposures included will differ from “C&I Exposure by Industry” table on slide 10 due to inclusion of non-owner occupied and other balances as well as additional tangential exposures. 15

Other Leisure – 2.3% of gross loans HFI  Diversified portfolio across the footprint encompassing a Portfolio overview myriad of customers and types Other <5% 15% Marinas  Largest exposures include: 20% – ~$15M to an entertainment venue with strong collateral Theaters 9% – Multiple marinas across the franchise with the largest ~$8M Sports Teams and RV Parks and Clubs Campgrounds 9% 17% – ~$11M to professional sports teams, well-secured – One theater location ~$9M Historical Sites Fitness and Rec Sports 14% Centers 16% Credit quality Deferral participants Deferral Program 95.9% 4/23/20 3/31/20 Participants Balances Marinas 4 $ 14.0 RV Parks and Campgrounds 2 1.0 Fitness and Recreational Sports Centers 5 2.5 Historical Sites - - Sports Teams and Clubs - - Theaters 4 9.4 Other 13 6.6 2.3% 0.8% 1.0% Total Other Leisure 28 $ 33.5 Pass Watch Special Mention Substandard Note: Exposures included will differ from “C&I Exposure by Industry” table on slide 10 due to inclusion of non-owner occupied and other balances as well as additional tangential exposures. 16

Restaurant – 1.4% of gross loans HFI  No major concentration by operator or brand Portfolio overview  Largest single customer ~$4M, secured by real estate. Other 5% Strong local independent operator Bars 7%  Portfolio distributed across the footprint  Expectations include varying levels of impact by operator. Ability to adapt to their local restrictions on service and length of restrictions will determine their success Limited Service 30% Full Service  Not included in this exposure disclosure is a diversified food 58% company which derives a majority of its revenues from direct to consumer sales, but does also own certain retail outlets, exposure ~$25M Credit quality Deferral participants Deferral Program 84.9% 4/23/20 3/31/20 Participants Balances ($m) Full Service Restaurants 36 $ 23.6 Limited-Service Restaurants 23 13.4 Bars 6 2.1 Other - 0.4 10.4% 3.0% 1.7% Total Restaurants 68 $ 39.5 Pass Watch Special Mention Substandard Note: Exposures included will differ from “C&I Exposure by Industry” table on slide 10 due to inclusion of non-owner occupied and other balances as well as additional tangential exposures. 17

Allowance for credit losses overview  Current Expected Credit Loss (CECL) Allowance for Credit Losses (ACL) model utilizes Moody’s baseline economic forecast issued on April 4, 2020 and a 3 year forecast period, summary below1: FQE, FYE 12/31, 2Q 2020 3Q 2020 4Q 2020 2020 2021 2022 GDP (bcw$) $ 18,156.3 $ 18,634.0 $ 18,744.0 $ 18,658.3 $ 19,158.2 $ 20,063.4 Annualized % Change (18.3%) 10.9% 2.4% (2.2%) 2.7% 4.7% Total Employment (millions) 144.2 148.0 147.8 148.0 148.4 151.7 Unemployment Rate 8.7% 6.3% 6.5% 6.3% 6.6% 5.2% CRE Price Index 287.2 271.4 265.5 265.5 284.7 318.3 NCREIF Property Index: Rate of Return (3.4%) (10.1%) 3.1% (2.3%) 2.7% 3.8%  Initial adoption of CECL, increased ACL from $31.1 million at December 31, 2019 to $62.6 million at January 1, 2020 with a net adjustment to retained earnings of $25.0 million, net of tax  CECL adoption led to NPL increase of approximately $5.5 million as former PCI loans now reportable in nonperforming loans 4Q 2019 ALLL to 1Q 2020 ACL Bridge $89.1 $25.0 ( $2.1 ) $0.6 $3.6 $8.5 $22.4 $31.1 12/31/19 CECL Non-PCD Credit Mark PCD Credit Mark Farmers National Bank Net Charge-Offs Economic & Mix 3/31/2020 "Double Count" Reclassification of Scottsville Adjustment 1Source: Moody’s “March 2020 U.S. Macroeconomic Outlook Baseline and Alternative Scenarios Updated” published April 4, 2020. 18

Asset quality remains solid Nonperforming ratios Classified loans ($mm) 1 2 NPLs (HFI)/loans (HFI) NPAs/assets $79 $80 0.77% 0.74% $74 0.68% $69 0.62% 0.57% 0.59% 0.60% $61 0.47% 0.41% 0.43% 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 LLR/loans Net charge-offs/average loans 1.95% 0.30% 0.19% 0.79% 0.70% 0.72% 0.71% 0.06% 0.05% 0.05% 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 ¹ Adoption of CECL resulted in approximately $5.5 million of former PCI loans being reportable as nonperforming loans in 1Q 2020. 2 Includes acquired excess land and facilities held for sale–see page 14 of the Quarterly Financial Supplement. 19

Core earnings power remains intact Adjusted pre-tax, pre-provision return on average assets¹ 2.40% 2.25% 2.34% 2.15% 2.10% 1.81% 2015 2016 2017 2018 2019 1Q 2020 Drivers of profitability Loans/deposits Net interest margin Noninterest income ($mm) Core efficiency ratio1 Loans excluding HFS Loans HFS 101% 95% $145 $142 95% $135 88% 15% 91% $131 73.1% 81% 7% 6% 4.66% 6% 70.6% 11% 19% 4.46% 68.1% 4.34% $92 65.8% 65.4% 65.7% 4.10% 86% 88% 89% 85% 3.97% 70% 69% 3.92% $43 2015 2016 2017 2018 2019 1Q20 2015 2016 2017 2018 2019 1Q20 2015 2016 2017 2018 2019 1Q20 2015 2016 2017 2018 2019 1Q20 ¹ See “Use of non-GAAP financial measures” and the Appendix hereto for a discussion and reconciliation of non-GAAP measures 20

Managing net interest margin through falling rates Historical yield and costs Average interest earning assets Yield on loans Cost of deposits NIM 7.0% $7,000 6.0% $6,000 5.0% $5,000 4.0% $4,000 3.0% $3,000 2.0% $2,000 1.0% $1,000 ($mm) assets -- $0 Avg. earning interest Yields and Costs (%) and Costs Yields 1Q19 2Q19 3Q19 4Q19 1Q20 NIM 4.61% 4.39% 4.28% 4.12% 3.92% Impact of accretion and nonaccrual 17 17 16 21 13 interest (bps) Deposit Cost: Cost of MMDA 1.49% 1.48% 1.45% 1.29% 1.15% Cost of customer time 2.04% 2.13% 2.13% 2.07% 1.95% Cost of interest-bearing 1.47% 1.49% 1.47% 1.36% 1.25% Total deposit cost 1.14% 1.14% 1.11% 1.02% 0.94% Loans HFI Yield: Contractual interest 5.69% 5.57% 5.50% 5.27% 5.14% Origination and other 0.42% 0.29% 0.30% 0.26% 0.23% loan fee income Nonaccrual interest 0.01% 0.01% 0.02% 0.04% 0.02% Accretion on 0.20% 0.20% 0.19% 0.23% 0.14% purchased loans Syndication fee 0.02% 0.00% 0.00% 0.00% 0.00% income Total loan (HFI) yield 6.34% 6.07% 6.01% 5.80% 5.53% ¹ Includes tax-equivalent adjustment 21

Mortgage operations overview Highlights Quarterly mortgage production  Record total Mortgage pre-tax contribution of $8.0mm for 1Q Consumer Direct 2020 Retail 1Q19 4Q19 1Q20 Wholesale  Mortgage sale margins continue to be elevated due to industry capacity constraints and low interest rates  Mortgage banking income $32.7 mm, up 55.8% from 1Q 2019 and 25.1% from 4Q 2019  MSR hedging offset $14.9 million of the $16.1 million of MSR IRLC volume: $1,365mm $1,082mm $2,094mm valuation decrease in the quarter IRLC pipeline2: $493mm $453mm $1,085mm  2019 mortgage restructuring allows team to capitalize on Refinance %: 42% 67% 78% attractive rate environments while weathering downturns Purchase %: 58% 33% 22% Mortgage banking income ($mm) Mortgage sale margin 1Q19 4Q19 1Q20 2.88% 2.92% Gain on Sale $15.9 $31.8 $30.4 Fair value $2.2 ($4.3) $3.2 changes 2.29% Servicing $4.8 $4.9 $5.0 Revenue 1.65% 1.67% Fair value ($1.9) ($6.2) ($5.9) MSR changes Total $21.0 $26.2 $32.7 Income 1Q19 2Q19 3Q19 4Q19 1Q20 ¹ See “Use of non-GAAP financial measures” and the Appendix hereto for a discussion and reconciliation of non-GAAP financial measures ² As of the respective period-end 22

Managing operating leverage Highlights Core efficiency ratio (tax-equivalent basis)¹  Consolidated 1Q 2020 core efficiency ratio¹ Banking segment of 65.7% Consolidated Mortgage segment 93.3% 92.4% 85.0% 79.5%  Integration of FNB Financial Corp acquisition underway and in line with expectations; anticipate May 2020 conversion date 65.9% 66.5% 64.9% 64.5% 65.7% 61.1% 61.8% 58.5% 59.6% 54.7%  Record quarterly mortgage contribution in low rate environment  Expense control to be a focus for 2020 with margin headwinds NM 1Q19 2Q19 3Q19 4Q19 1Q20 ¹ See “Use of non-GAAP financial measures” and the Appendix hereto for a discussion and reconciliation of non-GAAP measures. 23

Appendix 24

GAAP reconciliation and use of non-GAAP financial measures Adjusted net income and diluted earnings per share 25

GAAP reconciliation and use of non-GAAP financial measures Pre-tax, pre-provision earnings and diluted earnings per share 26

GAAP reconciliation and use of non-GAAP financial measures Adjusted pro forma net income and diluted earnings per share* 27

GAAP reconciliation and use of non-GAAP financial measures Adjusted pre-tax, pre-provision earnings and diluted earnings per share 28

GAAP reconciliation and use of non-GAAP financial measures Core efficiency ratio (tax-equivalent basis) 29

GAAP reconciliation and use of non-GAAP financial measures Core efficiency ratio (tax-equivalent basis) 30

GAAP reconciliation and use of non-GAAP financial measures Segment core efficiency ratios (tax-equivalent basis) 31

GAAP reconciliation and use of non-GAAP financial measures Adjusted mortgage contribution 32

GAAP reconciliation and use of non-GAAP financial measures Tangible assets and equity 33

GAAP reconciliation and use of non-GAAP financial measures Return on average tangible common equity 34

GAAP reconciliation and use of non-GAAP financial measures Adjusted return on average tangible common equity Adjusted return on average assets and equity 35

GAAP reconciliation and use of non-GAAP financial measures Adjusted pre-tax, pre-provision return on average tangible common equity Adjusted pre-tax, pre-provision return on average assets and equity 36

GAAP reconciliation and use of non-GAAP financial measures Adjusted pro forma return on average assets and equity Adjusted pre-tax, pre-provision return on average assets and equity 37

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