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Section 1: 8-K (FB FINANCIAL CORPORATION 8-K)

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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): November 13, 2019

                
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
  
 
 
 
 
 
Tennessee
 
001-37875
 
62-1216058
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
 
 
 
 
211 Commerce Street, Suite 300
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 7.01 Regulation FD Disclosure.

FB Financial Corporation (“FB Financial”) intends to participate in the Sandler O’Neill & Partners, L.P. East Coast Financial Services Conference in Naples, Florida on November 13 and 14, 2019. During the conference, members of FB Financial’s executive management team will meet with investors and analysts. Attached as Exhibit 99.1 is the presentation to be presented to and reviewed with investors. The presentation is also available on the investor relations page of FB Financial’s website at www.firstbankonline.com.

All information included in the presentation is presented as of the dates indicated, and FB Financial does not assume any obligation to correct or update such information in the future. In addition, FB Financial disclaims any inferences regarding the materiality of such information which otherwise may arise as a result of it furnishing such information under Item 7.01 of this report.

The information contained in this report, including Exhibit 99.1 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 (“Securities Act”), 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 8.01 Other Events.
 
The only information contained in this current report on Form 8-K being filed for the purposes of Rule 425 under the Securities Act is the information relating solely to the proposed merger between FB Financial and FNB Financial Corp. contained in the presentation furnished herewith as Exhibit 99.1 and being filed under this Item 8.01.

Item 9.01. Financial Statements and Exhibits.
 
Exhibit Number             Description of Exhibit

99.1                Investor Presentation







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/ James R. Gordon            
James R. Gordon
Chief Financial Officer

Date: November 13, 2019
    





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Section 2: EX-99.1 (EXHIBIT 99.1)

fbkex991
Fourth Quarter 2019 Investor Presentation November 13, 2019


 
IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS This presentation shall 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 any such jurisdiction. In connection with the proposed merger with FNB Financial Corp. (“FNB”), FB Financial Corporation (“FB Financial”) will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which will contain the proxy statement of FNB and a prospectus of FB Financial. Investors and shareholders are encouraged to read the registration statement, including the proxy statement/prospectus that will be part of the registration statement, because it will contain important information about the proposed transaction, FNB, and FB Financial. After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be mailed to FNB shareholders and will be available for free on the SEC’s website (www.sec.gov). The proxy statement/prospectus will also be made available for free by contacting FB Financial Corporation Investor Relations at (615) 564-1212 or [email protected] No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. PARTICIPANTS IN THE SOLICITATION FB Financial, FNB, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FNB shareholders in connection with the proposed transaction 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 FNB, including additional information regarding the interests of such participants, will also be included in the proxy statement/prospectus regarding the proposed transaction 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 presentation 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 relating to the timing, benefits, costs, and synergies of the proposed merger with FNB (which we refer to as the “FNB merger”), and FB Financial’s future plans, results, strategies, and expectations. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon 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 the 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 and that are beyond FB Financial’s control. Although FB Financial believes that the expectations reflected in these forward- looking statements are reasonable as of the date of this presentation, 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) the risk that the cost savings and any revenue synergies from the proposed FNB merger or another acquisition may not be realized or take longer than anticipated to be realized, (2) disruption from the proposed FNB merger with customer, supplier, or employee relationships, (3) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement with FNB, (4) the failure to obtain necessary regulatory approvals for the FNB merger, (5) the failure to obtain the approval of FNB’s shareholders for the merger, (6) the possibility that the costs, fees, expenses, and charges related to the FNB merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (7) the failure of the conditions to the FNB merger to be satisfied, (8) the risks related to the integration of acquired businesses (including the proposed FNB merger, FB Financial’s recent acquisition of branches from Atlantic Capital Bank, and any future acquisitions), including the risk that the integration of the acquired operations with those of FB Financial will be materially delayed or will be more costly or difficult than expected, (9) the risks associated with FB Financial’s pursuit of future acquisitions, (10) the risk of expansion into new geographic or product markets, (11) reputational risk and the reaction of the parties’ customers to the FNB merger, (12) FB Financial’s ability to successful execute its various business strategies, including its ability to execute on potential acquisition opportunities, (13) the risk of potential litigation or regulatory action related to the FNB merger, and (14) general competitive, economic, political, and market conditions. 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 FB Financial’s 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 presentation, and FB Financial does not undertake any 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 FB Financial. FB Financial qualifies all of its 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, core noninterest expense, 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, and adjusted return on average assets and 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 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, adjusted return on average assets, adjusted return on average equity, adjusted return on average tangible common equity, pro forma return on average assets and equity and pro forma adjusted return on average assets and 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 tables included in the Appendix to this presentation provide a reconciliation of these measures to the most directly comparable GAAP financial measures. 3


 
Strategic drivers Experienced Senior Management Team Strategic M&A and Elite Financial Capital Optimization Performance Scalable Platforms Enabled by Great Place to Work Technology Empowered Teams Across Attractive Metro and Community Markets 4


 
Over 110 years of history Organic growth Acquisitions Other 1990: 2001: 2004: 2008: 2014: 2015 - 2019: 2016: 2018: 2019: Jim Ayers Opened Opened branch Opened two Opened branch Awarded “Top Rebranded to Completed Opened branch acquired sole branches in in Knoxville branches in in Huntsville, Workplaces" by FB Financial secondary in Florence, control of the Nashville and Chattanooga Alabama The and Completed offering of Alabama Bank Memphis Tennessean IPO 3.7mm shares Year: 1906 1984 19881990 1996 1999 2001 2003 2004 20062007 2008 2010 2012 20132014 2015 2016 2017 2018 2019 1984: 1988: 1996: 1999: 2003: 2007: 2015: 2016: 2019: Jim Ayers Purchased Purchased Acquired Acquired The Acquired Acquired Completed core Acquired Atlantic Capital and assets of First Bank of First State Bank of branches Northwest operating platform branches associate National Bank West Bank of Murfreesboro in from Georgia Bank conversion acquired of Lexington; Tennessee Linden Nashville MSA AmSouth in Bank in Chattanooga the Bank Changed (Lexington) 2017: 2019: Tennessee MSA franchise and Nations Acquired Clayton Announced the community name to Bank branch Bank and Trust pending acquisition markets FirstBank (Camden) 2001: (Knoxville, TN) and of FNB Financial Acquired Bank of American City Bank Corp. Huntingdon (Tullahoma, TN) (Scottsville, KY) 1984 1996 1999 2001 2003 2004 2006 2007 2008 2010 2012 2014 2015 2016 2017 2018 2019 Assets ($bn) $0.3 $0.5 $0.8 $1.1 $1.1 $1.5 $1.9 $2.1 $2.1 $2.2 $2.4 $2.9 $3.3 $4.7 $5.1 $6.3(1) 1 Pro forma for pending acquisition of FNB Financial Corp. 5


 
Snapshot of FB Financial today Company overview Current organizational structure  Second largest Nashville-headquartered bank and third largest Tennessee-based bank  Originally chartered in 1906, one of the longest continually operated 100% stockholder of FirstBank banks in Tennessee  Completed the largest bank IPO in Tennessee history in September 2016  Mr. James W. Ayers currently owns ~44% of FB Financial following 2018 secondary offering  Attractive footprint in both high growth metropolitan markets and stable community markets Financial highlights  Located in six attractive metropolitan markets in Tennessee & Balance sheet data ($mm) 9/30/2019 Alabama Total assets $6,089  Strong market position in twelve community markets Loans - HFI 4,345  Mortgage offices located throughout footprint and strategically across the southeast, with a national online platform Total deposits 4,922  Provides community banking, relationship-based customer service Shareholder’s equity 745 with the products and capabilities of a larger bank Key metrics (%) YTD 2019  Local people, local knowledge and local authority Adjusted ROAA (%) 1.59%1  Personal banking, commercial banking, investment services, trust Adjusted ROATCE (%) 16.8%1 and mortgage banking NIM (%) 4.42%  Completed Atlantic Capital branch deal in April 2019 with $588.9 Core Efficiency (%) 65.1%1 million in deposits and $375.0 million in loans. Announced FNB Tangible Common Equity / Tangible Assets (%) 9.4%1 Financial Corp. acquisition in September 2019 with $251.2 million in total assets. Note: Unaudited financial data as of September 30, 2019 1 Non-GAAP financial measure. See “Use of non-GAAP financial measures” and “Reconciliation of non-GAAP financial measures” in the Appendix hereto. 6


 
A leading community bank headquartered in Tennessee Top 10 banks in Tennessee¹ Top 10 banks under $30bn assets in Tennessee¹,2 Deposit Percent of Deposit Percent of TN TN Branches market company Branches market company Rank Name Headquarters deposits Rank Name Headquarters deposits (#) share deposits (#) share deposits ($bn) ($bn) (% ) (% ) (% ) (% ) 1 First Horizon Memphis, TN 164 $25.0 15.6% 43.8% 1 Pinnacle Nashville, TN 48 13.5 8.5% 69.3% 2 Regions Birmingham, AL 217 18.4 11.5% 18.7% 2 FB Financial Nashville, TN 60 4.4 2.7% 86.8% 3 BB&T Winston-Salem, NC 147 15.5 9.7% 4.7% 3 Franklin Financial Franklin, TN 15 3.1 2.0% 100.0% 4 Pinnacle Nashville, TN 48 13.5 8.5% 69.3% 4 Wilson Lebanon, TN 28 2.3 1.5% 100.0% 5 Bank of America Charlotte, NC 58 12.6 7.9% 0.9% 5 Reliant Bancorp Brentwood, TN 31 2.3 1.5% 100.0% 6 FB Financial Nashville, TN 60 4.4 2.7% 86.8% 6 Simmons First Pine Bluff, AR 42 2.0 1.3% 12.3% 7 U.S. Bancorp Minneapolis, MN 91 3.5 2.2% 1.0% 7 CapStar Financial Nashville, TN 13 1.7 1.1% 100.0% 8 Franklin Financial Franklin, TN 15 3.1 2.0% 100.0% 8 Home Federal Knoxville, TN 23 1.7 1.1% 100.0% 9 Wilson Lebanon, TN 28 2.3 1.5% 100.0% 9 SmartFinancial Knoxville, TN 24 1.7 1.1% 73.4% 10 Reliant Bancorp Brentwood, TN 31 2.3 1.5% 100.0% 10 Educational ServicesFarragut, TN 14 1.6 1.0% 100.0% #2 community bank in Tennessee2 Source: SNL Financial; Note: Deposit data as of June 30, 2019; Pro forma for completed acquisitions since June 30, 2019 and pending acquisitions announced as of November 7, 2019. 1 Sorted by deposit market share, deposits are limited to Tennessee. 2 Community bank defined as banks with less than $30bn in assets. 7


 
Attractive footprint with balance between stable community markets and high growth metropolitan markets Our current footprint1  Market rank by deposits:  Nashville (12th) Nashville MSA  Chattanooga (5th) Knoxville MSA  Knoxville (9th)  Jackson (3rd)  Memphis (28th) th Jackson MSA  Huntsville (19 ) Memphis MSA Chattanooga MSA Huntsville MSA Metropolitan markets Community markets Total loans (excluding HFS)2 - $4.3bn Total full service branches2 – 68 branches Total deposits2 - $4.9bn Other Mortgage / 12% Other Community 9% 41% Community Metropolitan 19% 69% Metropolitan Metropolitan 58% 59% Community 33% 1 Source: SNL Financial. Statistics are based upon county data. Market data is as of June 30, 2019 and is presented on a pro forma basis for completed acquisitions since June 30, 2019 and pending acquisitions as of November 11, 2019. Size of bubble represents size of company deposits in a given market. 2 Financial and operational data as of September 30, 2019. 8


 
Well positioned in attractive metropolitan markets Nashville rankings: “The new 'it' City” – The New York Times1 Chattanooga  4th largest MSA in TN Metro for professional and Most attractive mid-sized  Diverse economy with over 24,000 businesses # 1 business service jobs2 # 2 cities for business3  Employs over 260,000 people  Focused on attracting tech companies and start-ups; first municipality to Fastest growing large metro Healthiest economy in top debut a gigabit network # 3 economy4 # 4 100 metro areas5 Memphis Home to leading companies…with more on the way  2nd largest MSA in TN AllianceBernstein LP to base  Diversified business base and has the busiest cargo airport in North 1,050 jobs in Davidson county America North America HQ Amazon operations hub will  11.5 million tourists visit annually, generating more than $3.3 billion for the bring as many as 5,000 jobs local economy in 2016 Knoxville Nashville growth  3rd largest MSA in TN Population growth 2010 – 2019 (%)  Approximately 14,000 warehousing and distribution jobs are in the area 17.0% and account for an annual payroll of $3.8 billion 6.6%  Well situated to attract the key suppliers and assembly operations in the Southeast US Nashville Projected population growth 2019 – 2024 (%) Huntsville 6.8% 3.6%  Located in northern Alabama  One of the strongest technology economies in the nation, with the highest concentration of engineers in the United States US Nashville  6th largest county by military spending in the country Projected median HHI growth 2019 – 2024 (%) 8.8% 11.1% Jackson  8th largest MSA in TN US Nashville  Complements and solidifies our West Tennessee franchise  FirstBank is an established leader with #3 market share Source: S&P Market Intelligence; Chattanooga, Knoxville, Memphis, Huntsville Chambers of Commerce, U.S. Department of Labor, Bureau of Labor Statistics, NAICS; 1 January 9, 2013 “Nashville Takes its Turn in the Spotlight”; 2 Forbes, June 2017; 3 KPMG, April 2014; 4 Headlight Data, July 2017; 5 ACBJ, October 2017. 9


 
YTD 2019 highlights Key highlights Financial results  Adjusted diluted EPS1 of $2.13, resulting in adjusted ROAA1 of 1.59% and adjusted ROATCE1 of 16.8% YTD 2019 Diluted earnings per share $1.97  Completed acquisition of branches from Atlantic Capital Adjusted diluted earnings per share1 $2.13 Bank with $375.0 million in loans and $588.9 million in deposits on April 5, 2019; results to date in line with transaction assumptions Net income ($million) $62.2 Adjusted net income1 ($million) $67.2  Announced acquisition of FNB Financial Corporation in Scottsville, KY on September 17, 2019 Net interest margin 4.42% Impact of accretion and nonaccrual interest (bps) 17  Loans (HFI) grew to $4.3 billion, a 22.8% increase from 3Q 2018; year-over-year organic growth of 12.2% Return on average assets 1.47% Adjusted return on average assets1 1.59%  Customer deposits grew to $4.9 billion, a 21.9% increase from 3Q 2018; year-over-year organic growth of 7.2% Return on average equity 11.7% Adjusted return on average equity1 12.7%  Continued customer-focused balance sheet growth 1 resulting in a net interest margin of 4.42% for YTD 2019 Return on average tangible common equity 15.6% Adjusted return on average tangible common 16.8% equity1  Total mortgage contribution, adjusted1 of $8.7 million in YTD 2019; completed the exit of wholesale mortgage Efficiency ratio 67.8% channels in August Core efficiency ratio1 65.1% 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. 10


 
Consistently delivering balanced profitability and growth Pro forma return on average assets, adjusted1,2 1.69% 1.59% 1.52% 1.46% 1.21% 0.91% 0.84% 2013 2014 2015 2016 2017 2018 YTD 2019 Drivers of profitability Loans / deposits Net interest margin Core efficiency ratio2 NPLs (HFI) / loans (HFI) (%) Loans excluding HFS Loans HFS 4.66% 75.4% 2.12% 73.9% 4.46% 4.42% 73.1% 101% 95% 94% 70.6% 84% 81% 88% 15% 7% 6% 4.10% 77% 3.93%3.97% 68.1% 1.21% 10% 11% 19% 3% 3.75% 65.8% 65.1% 0.68% 86% 88% 88% 0.54% 74% 74% 0.46% 70% 69% 0.32% 0.47% 2013 2014 2015 2016 2017 2018 3Q19 2013 2014 2015 2016 2017 2018 YTD 2013 2014 2015 2016 2017 2018 YTD 2013 2014 2015 2016 2017 2018 3Q19 2019 2019 1 Pro forma net income and tax-adjusted return on average assets include a pro forma provision for federal income taxes using a combined effective income tax rate of 35.37%, 35.63%, 35.08%, and 36.75% for the years ended December 31, 2013, 2014, 2015, and 2016, respectively, and also includes the exclusion of a one-time tax charge from C Corp conversion in 3Q 2016 and the 4Q 2017 benefit from the 2017 Tax Cuts and Jobs Act. Non-GAAP financial measures. A combined effective tax rate of 26.06% is being applied for the year ended December 31, 2018 and YTD 2019. 2 See “Use of non-GAAP financial measures,” and “Reconciliation of non-GAAP financial measures” in the Appendix hereto. 11


 
Net interest margin remains strong Historical yield and costs 7.0% $6,000 6.0% $5,000 5.0% $4,000 4.0% $3,000 3.0% ($mm) $2,000 2.0% Yields and (%) Costs 1.0% $1,000 assets earning Avg. interest -- $0 2013 2014 2015 2016 2017 2018 YTD 2019 NIM (%) 3.75% 3.93% 3.97% 4.10% 4.46% 4.66% 4.42% Impact of accretion and nonaccrual NA NA 0.01% 0.17% 0.24% 0.20% 0.17% interest (%)2 Deposit cost (%) 0.48% 0.36% 0.30% 0.29% 0.42% 0.76% 1.13% Average interest earning assets Yield on loans Loan (HFI) yield Cost of deposits NIM 2017 2018 YTD 2019 Contractual interest rate on loans HFI1 4.95% 5.42% 5.58% Origination and other loan fee income 0.32% 0.39% 0.33% 5.27% 5.81% 5.91% Nonaccrual interest collections 0.14% 0.04% 0.01% 1 Includes tax-equivalent adjustment. Accretion on purchased loans 0.22% 0.23% 0.20% 2 Data for nonaccrual interest collections not available prior to 2016. NA = not available Loan syndication fees 0.03% 0.01% 0.01% Total loan yield (HFI) 5.66% 6.09% 6.13% 12


 
Consistent loan growth and balanced portfolio Total loan growth1 ($mm) and commercial real estate concentration % of Risk-Based Capital Commercial real estate (CRE) concentration2 12/31/18 9/30/19 $4,345 C&D loans subject to 100% risk- $3,668 99% 89% $3,167 based capital limit $1,702 $1,849 $1,341 $1,416 Total CRE loans subject to 300% 238% 255% 2013 2014 2015 2016 2017 2018 2Q19 risk-based capital limit Loan portfolio breakdown1 Other Other 4Q 2012 5% 1-4 family 3Q 2019 6% 1-4 family 19% 17% 1-4 family HELOC 5% C&I 1-4 family C&I Multifamily 38% HELOC 37% 2% 13% C&D Multifamily 12% 3% C&D CRE 8% CRE 14% 21% Total Loans HFI: $1,240 million Total HFI loans: $4,345 million 1 Exclude HFS loans; C&I includes owner-occupied CRE; CRE excludes owner-occupied CRE. 2 Risk-based capital at FirstBank as defined in Call Report. 13


 
Stable core deposit franchise Total deposits ($mm) Cost of deposits Noninterest bearing 1(%) Cost of total deposits (%) 30.0% 25.7% 26.1% 24.2% 25.0% 22.8% 22.8% 24.7% 19.8% 20.0% 0.76% 1.13% 15.0% $4,922 $4,172 0.42% $3,664 10.0% 0.29% $2,672 0.48% $2,438 5.0% 0.36% $1,804 $1,924 0.30% 0.0% 2013 2014 2015 2016 2017 2018 3Q19 2013 2014 2015 2016 2017 2018 YTD 2019 Noninterest bearing deposits ($mm)1 Deposit composition as of September 30, 2019 Time 24% Noninterest- bearing checking 25% Savings $1,214 4% $888 $949 Interest-bearing $627 $697 checking $357 $438 Money market 21% 26% 2013 2014 2015 2016 2017 2018 3Q19 46% Checking accounts 1 Includes mortgage servicing-related escrow deposits of $45.4 million, $53.7 million and $53.5 million for the years ended December 31, 2016, 2017 and 2018, respectively, and $121.4 million as of September 30, 2019. There were no mortgage servicing-related escrow deposits prior to those periods. 14


 
Mortgage operations overview Highlights Mortgage production  Total Mortgage adjusted pre-tax contribution1 Retail of $8.7 million for YTD 2019; adjusted for $2.0 million of restructuring expenses Consumer Direct 2017 2018 YTD 19 Wholesale3  Mortgage banking income $74.7 million, down 8.5% from YTD September 30, 2018  Falling rate environment has led to accelerated MSR prepayments IRLC volume:$7.57bn $7.12bn $4.82bn  Completed the exit of wholesale origination IRLC pipeline4: $504mm $319mm $680mm channels (TPO & Correspondent) Refinance %: 42% 34% 54%  Exit of wholesale origination channels allows Purchase %: 58% 66% 46% additional focus on enhancing retail channels and improving operating efficiency moving Total adjusted pre-tax contribution1 (%) forward Mortgage banking income ($mm) Banking 2017 2018 YTD 2019 (excluding retail footprint) YTD 18 YTD 19 Total Mortgage 7.9% 9.7% Gain on Sale $ 103.7 $ 98.1 $64.9 (including retail footprint) Fair value $ 3.5 $ (9.3) $7.8 changes Servicing $ 13.2 $ 20.6 $12.8 Revenue 90.3% 92.1% Fair value $ (3.5) $ (8.7) $(10.8) MSR change 1 Non-GAAP financial measure. See “Use of non-GAAP financial measures,” and “Reconciliation of non-GAAP financial measures” in the Total $116.9 $100.7 $74.7 Appendix hereto. Income 2 See forward looking statements on Slide 1. 3 Wholesale defined as TPO and Correspondent channels, which were divested in 2019. 4 As of the respective period end. 15


 
Improving operating leverage remains a key objective Improving operating efficiency Core efficiency ratio1 (tax-equivalent basis)  Consolidated YTD 2019 core efficiency 1 ratio of 65.1% driven by Banking Banking Segment, declined 13.7 percentage points since 2013 segment core efficiency ratio1 of 57.8% Consolidated, declined 10.3 percentage points since 2013 Mortgage Segment  Integration of Atlantic Capital branch acquisition completed and in line with expectations 97.2% 98.4% 95.9% 94.1% 86.6% 85.2% 82.7%  Improved mortgage profitability as 75.4% 73.9% 73.1% 71.5% 70.6% restructuring continues, offset by reduced 69.3% 67.6% 68.1% 63.8% 65.8% 65.1% 60.6% servicing income and higher net MSR fair 56.5% 57.8% value changes  Core bank operating expense growth in mid-single digits  Continued investment in revenue 2013 2014 2015 2016 2017 2018 YTD 2019 producers, technology and operational capabilities to improve on scalable platform 1 Non-GAAP financial measure. See “Use of non-GAAP financial measures,” and “Reconciliation of non-GAAP financial measures” in the Appendix hereto. 16


 
Strong asset quality Nonperforming ratios Classified & PCI loans ($mm) NPLs (HFI) / loans (HFI) NPAs / assets¹ Classified Purchased credit impaired 2.12% $89 $79 $70 $69 1.72% 1.53% $65 $66 $63 $55 $55 1.21% 1.01% $46 0.86% 0.68% 0.61% 0.62% 0.54%0.58% 0.46% 0.47% $21 0.32% $16 $0 $0 2013 2014 2015 2016 2017 2018 3Q19 2013 2014 2015 2016 2017 2018 3Q19 LLR / loans Net charge-offs (recoveries) / average loans 0.35% 2.41% 2.05% 0.10% 1.50% 0.07% 1.18% 0.04% 0.05% 0.00% 0.76% 0.79% 0.72% (0.13%) 2013 2014 2015 2016 2017 2018 2Q19 2013 2014 2015 2016 2017 2018 YTD 2019 1 Includes acquired excess land and facilities for all periods subsequent to the acquisition of the Clayton Banks and GNMA rebooked loans for 2017. 17


 
Strong capital position for future growth Capital position Tangible book value per share2 12/31/17 12/31/18 9/30/19 $18.03 $17.02 $14.56 Shareholder’s equity / 12.6% 13.1% 12.2% Assets $11.56 TCE / TA2 9.7% 10.5% 9.4% 3Q16 4Q17 4Q18 3Q19 Common equity tier 1 / 10.7% 11.7% 10.8% Simple capital structure Risk-weighted assets Trust Tier 2 ALLL Preferred 5% Tier 1 capital / Risk- 5% 11.4% 12.4% 11.3% weighted assets Total capital / Risk- Common 12.0% 13.0% 12.0% Equity Tier weighted assets 1 Capital 90% Tier 1 capital / Average assets 10.5% 11.4% 10.1% 1 (Leverage Ratio) Total regulatory capital : $614.7 million 1 Total regulatory risk based capital, FB Financial Corporation. 2 Non-GAAP financial measure. See “Use of non-GAAP financial measures,” and “Reconciliation of non-GAAP financial measures” in the Appendix hereto. 18


 
M&A strategy1 Drive Times Glasgow  Tuscaloosa: Clarksville - Nashville ~3.5 hours Kingsport - Huntsville ~2 hours Johnson City  Birmingham: - Nashville >3 hours Asheville - Huntsville ~1.5 hours  Atlanta: - Nashville ~3.5 hours Greenville - Chattanooga <2 hours  Greenville: - Nashville ~5 hours Atlanta FBK Current - Knoxville <3 hours Birmingham FBK Pending Tuscaloosa  Asheville: Existing Markets - Nashville ~4 hours Expansion Markets - Knoxville ~2 hours Consolidation strategy across existing and contiguous markets  Actively evaluate desirable opportunities in current and expansion  Maintain positive, ongoing dialogue with targets to position ourselves markets, highlighted above as an option when they are ready to create a partnership - Financially attractive (EPS accretion, limit TBV dilution)  Potential targets in highlighted markets: - Cultural and strategic fit - 26 banks headquartered in highlighted MSAs $400 million - $3  Consolidate across Tennessee as attractive opportunities arise billion in assets, 9 of which are greater than $1 billion  Potential targets in current footprint: - 15 additional banks in community markets $400 million - $3 billion, - 23 banks headquartered in TN between $400 million and $750 4 of which are greater than $1 billion million in assets  Existing FirstBank Mortgage offices in Tuscaloosa, Birmingham and - 10 banks between $750 million and $1 billion Atlanta MSAs - 13 banks $1 billion to $3 billion in assets 1 See Forward Looking Statements on slide 1. 19


 
M&A update: announced acquisition of FNB Financial Corp. September 17, 2019 Pro Forma Footprint FNB Highlights FBK  Parent company of Farmers National Bank of Scottsville, which was founded in 1923 FNB Nashville MSA  All 5 branches in the Bowling Green MSA, with 3 branches in Bowling Green and 2 branches in Scottsville Bowling Green MSA  The Bowling Green MSA is the fastest growing MSA in Kentucky, is contiguous to the Nashville MSA, and provides a natural expansion opportunity  Quality deposit base with 28% noninterest bearing deposits & granular loan portfolio Farmers National Bank of Scottsville Selected Financials(1) 9/30/19 Total Assets$ 251,216 9/30/19 Loans HFI 174,850 9/30/19 ALLL 1,907 9/30/19 Deposits 201,909 9/30/19 Consolidated Equity(2) 41,275 YTD 9/30/19 ROAA 1.27% YTD 9/30/19 Efficiency Ratio (FTE) 64.6% 3Q 2019 Net Interest Margin 4.08% 3Q 2019 Yield on Loans 5.84% 3Q 2019 Cost of Deposits 0.92% 9/30/19 NPAs / Assets 0.39% 9/30/19 Reserves / NPLs 192.4% 9/30/19 Reserves / Loans 1.09% 9/30/19 TCE / TA 16.4% 9/30/19 Total RBC Ratio 22.0% Source: S&P Global Market Intelligence (1) Financials are bank-level (2) Consolidated FNB Financial Corp. equity. 20


 
FNB Financial Corp. transaction summary  Expand into attractive Bowling Green MSA ranked 7th in deposit market share  Dominant market share in Scottsville, KY with 54.5% of deposits  Strong financial performer with net interest margin > 4.00% and ROAA > 1.15% Strategic Rationale  Longstanding deposit relationships of a community bank founded in the 1920’s with a footprint in a high growth MSA  Retain key management and local advisory board; similar culture  Low execution risk; operate on same core processing system (Jack Henry)  Transaction consideration of 954,827 shares of FBK common stock and $15.0 million of cash, or $51.9 million based on FBK closing price of $38.67 on September 16, 2019  Price / Tangible Book Value: 1.29x Transaction Summary  Price / LTM Net Income: 16.4x  Core Deposit Premium: 6.9%  Transaction is subject to customary regulatory approvals and FNB shareholder approval; closing is expected Q1 ‘20  Immediate marginal EPS accretion (excluding one time charges and CECL related provision)  Neutral to TBVPS at close of the transaction (including CECL impact and one time charges) Financial Impact  ~20% IRR  Estimated neutral to regulatory capital ratios Source: S&P Global Market Intelligence 21


 
Appendix 22


 
Reconciliation of non-GAAP financial measures Pro forma net income, adjusted Pro forma diluted earnings per share, adjusted 1 2016 includes loss on sale of mortgage servicing rights, impairment of mortgage servicing rights, gain on sales or write-downs of other real estate owned and other assets and gain on sale of securities; 2015 includes bargain purchase gain and gain from securities; 2014 includes gain from securities. 2 The Company terminated its S-Corporation status and became a taxable corporate entity (“C Corporation”) on September 16, 2016 in connection with its initial public offering. Pro forma amounts for income tax expense, adjusted, and diluted earnings per share, adjusted, have been presented assuming the Company’s pro forma effective tax rate of 36.75%, 35.08%, 35.63%, 35.37%, and 33.76% for the years ended December 31, 2016, 2015, 2014, and 2013, respectively, and also includes the exclusion of a one-time tax change from C Corp conversion in 3Q 2016 and the 4Q 2017 benefit from the 2017 Tax Cuts and Jobs Act. 2019 and 2018 use a marginal tax rate on adjustments of 26.06%; 2017 uses a marginal tax rate on adjustments of 39.23%. 23


 
Reconciliation of non-GAAP financial measures (cont’d) Tax-equivalent core efficiency ratio(1) (1) Efficiency ratio (GAAP) is calculated by dividing non-interest expense by total revenue. 24


 
Reconciliation of non-GAAP financial measures (cont’d) Segment tax-equivalent core efficiency ratio 1 Includes mortgage segment other noninterest mortgage banking expense, depreciation, loss on sale of mortgage servicing rights and amortization and impairment of mortgage servicing rights. 25


 
Reconciliation of non-GAAP financial measures (cont’d) Tangible book value per common share and tangible common equity to tangible assets 26


 
Reconciliation of non-GAAP financial measures (cont’d) Return on average tangible common equity Return on average tangible common equity, adjusted 27


 
Reconciliation of non-GAAP financial measures (cont’d) Pro forma return on average assets and equity, adjusted 28


 
Reconciliation of non-GAAP financial measures (cont’d) Total mortgage contribution, adjusted 29


 
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