grepcent public filings, reorganized for comparison

FB Financial Corp (FBK) FY 2021 MD&A

Verbatim Item 7 Management's Discussion and Analysis from FB Financial Corp's 10-K for fiscal year 2021. Filing date: 2022-02-25. Report date: 2021-12-31. Accession: 0001649749-22-000040.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high.

Company profile: FBK · All MD&A years: index · Next year: FY 2022

ITEM 7 — Management's discussion and analysis of financial condition and results of operations

Overall Objective

The following is a discussion of our financial condition at December 31, 2021 and 2020, and our results of operations for the years ended December 31, 2021 and 2020, and should be read in conjunction with our audited consolidated financial statements included elsewhere herein. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth in the "Cautionary note regarding forward-looking statements" and Risk Factors" sections of this Annual Report, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements. Discussion and analysis of our financial condition and results of operations for the years ended December 31, 2020 and 2019 are included in the respective sections within "Part II. Item 7 - Management's Discussion and Analysis of Financial Condition and Results of operations" of our Annual Report filed on Form 10-K with the SEC for the year ended December 31, 2020.

Overview

We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned bank subsidiary, FirstBank, the third largest bank headquartered in Tennessee, based on total assets. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, Alabama, Southern Kentucky, and North Georgia. As of December 31, 2021, our footprint included 82 full-service branches serving the following Tennessee Metropolitan Statistical Areas: Nashville, Chattanooga (including North Georgia), Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky and Birmingham, Florence and Huntsville, Alabama. We also provide banking services to 16 community markets throughout Tennessee and North Georgia. FirstBank also provides mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States in addition to a national internet delivery channel. As of December 31, 2021, we had total assets of $12.60 billion, loans held for investment of $7.60 billion, total deposits of $10.84 billion, and total shareholders’ equity of $1.43 billion.

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

As previously reported, on March 31, 2021, the Company re-evaluated its business segments and revised to align all mortgage activities with the Mortgage segment. Previously, the Company had attributed retail mortgage activities originating from geographical locations within the footprint of the Company's branches to the Banking segment. Previously disclosed results for the years ended December 31, 2020, and 2019 have been revised to reflect this realignment. See Note 20, “Segment reporting” in the notes to our consolidated financial statements for a description of these business segments.

Development in 2021

Pandemic Update

As previously disclosed, the COVID-19 health pandemic has created financial disruptions including rapid decreases in commercial and consumer activity, increases in unemployment, widening of credit spreads, dislocation of bond markets, disruption of global supply chains and changes in consumer spending behavior. During the year ended December 31, 2021, we experienced a slow improvement in commerce through much of our footprint, with many restrictions being lifted and vaccinations becoming more widely available. Despite the pickup in economic activity, commercial and consumer activity has not returned to pre-pandemic levels. Concern remains regarding the potential impact that resurgences and new virus variants may have on the global economy, the efficacy of available vaccines and boosters to protect against widespread infection, persistent supply chain delays and other political and economic variables. As such, there continues

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to be uncertainty regarding the long term effects on the global economy, which could have a material adverse impact on the our business operations, asset valuations, financial condition, and results of operations. In response to this uncertainty, we continues to take deliberate actions to ensure the continued health and strength of our balance sheet, including increases in liquidity and careful managing of assets and liabilities in order to maintain a strong capital position.

Key factors affecting our business

Interest rates

Net interest income is the largest contributor to our net income and is the difference between the interest and fees earned on interest-earning assets (primarily loans and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (primarily deposits and borrowings). The level of net interest income is primarily a function of the average balance of interest-earning assets, the average balance of interest-bearing liabilities and the spread between the contractual yield on such assets and the contractual cost of such liabilities. These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the Federal Reserve Board and market interest rates.

The cost of our deposits and short-term wholesale borrowings is largely based on short-term interest rates, which are primarily driven by the Federal Reserve Board’s actions. The yields generated by our loans and securities are typically driven by short-term and long-term interest rates, which are set by the market and are, at times, heavily influenced by the Federal Reserve Board’s actions. The level of net interest income is therefore influenced by movements in such interest rates and the pace at which such movements occur.

As a result of the COVID-19 pandemic discussed above, interest rates continued to remain at historic lows throughout the year ended December 31, 2021. Low interest rates could have significant adverse effects on the earnings, financial condition and results of operations of the Company.

For additional information regarding our interest rate risks factors and management, see “Business: Risk management: Liquidity and interest rate risk management” and “Risk factors: Risks related to our business.”

Credit trends

We focus on originating quality loans and have established loan approval policies and procedures to assist us in upholding the overall credit quality of our loan portfolio. However, credit trends in the markets in which we operate and in our loan portfolio can materially impact our financial condition and performance and are primarily driven by the economic conditions in our markets.

During 2021, our percentage of total nonperforming loans to loans held for investment decreased to 0.62% as of December 31, 2021, from 0.91% as of December 31, 2020. Our classified loans decreased to 1.66% of loans held for investment as of December 31, 2021, compared to 1.87% as of December 31, 2020. Our nonperforming assets as of December 31, 2021 were $63.0 million, or 0.50% of total assets, decreasing from $84.2 million, or 0.75% of assets as of December 31, 2020.

Our net provisions for credit losses on loans held for investment and unfunded loan commitments resulted in a reversal of $41.0 million for the year ended December 31, 2021 compared to an expense of $108.0 million for the year ended December 31, 2020. For the year ended December 31, 2021, our reversal was comprised of $39.0 million related to provision for credit losses on loans held for investment and $2.0 million related to provision for unfunded commitments. The current period reversal resulted from management’s best estimate of losses over the life of loans in our portfolio in accordance with the CECL approach, given an improvement in economic outlook and forecasts. Although the portfolio benefited from improving economic forecasts during the year ended December 31, 2021, there is uncertainty surrounding the impact of the COVID-19 pandemic and future variants, which may continue to lead to increased volatility in forecasted macroeconomic variables, a key input to our calculated level of allowance for credit losses. These evaluations weighed the impact of the current economic outlook, status of federal government stimulus programs, and geographical and demographic considerations, among other factors. See further discussion under the subheading "Allowance for credit losses."

For additional information regarding credit quality risk factors for our Company, see “Business: Risk management: Credit risk management” and “Risk factors: Credit Risks.”

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Competition

Our profitability and growth are affected by the highly competitive nature of the financial services industry. We compete with commercial banks, savings banks, credit unions, non-bank financial services companies, online mortgage providers, internet banks and other financial institutions operating within the areas we serve, particularly with national and regional banks that often have more resources than we do to invest in growth and technology and community banks with strong local ties, all of which target the same clients we do. Recently, we have seen increased competitive pressures on loan rates. Continued loan pricing pressure may continue to affect our financial results in the future.

For additional information, see “Business: Our markets,” “Business: Competition” and “Risk factors: Risks related to our business.”

Regulatory trends and changes in laws

We are subject to extensive regulation and supervision, which continue to evolve as the legal and regulatory framework governing our operations continues to change. The current operating environment also has heightened supervisory expectations in areas such as consumer compliance, the Bank Secrecy Act and anti-money laundering compliance, risk management and internal audit. As a result of our increase in asset size above $10 billion and these heightened expectations, we expect to incur additional costs for additional compliance, risk management and audit personnel or professional fees associated with advisors and consultants.

As described further under “Business: Supervision and regulation,” we are subject to a variety of laws and regulations, including the Dodd-Frank Act.

See also “Risk factors: Legal, regulatory and compliance risk”.

Financial highlights

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

As of or for the year ended December 31,
(Dollars in thousands, except per share data)202120202019
Statement of Income Data
Net interest income347,370265,658226,036
Provisions for credit losses(40,993)107,9677,053
Total noninterest income228,255301,855135,397
Total noninterest expense373,567377,085244,841
Income before income taxes243,05182,461109,539
Income tax expense52,75018,83225,725
Net income applicable to noncontrolling interest168
Net income applicable to FB Financial Corporation$190,285$63,621$83,814
Net income applicable to FB Financial Corporation and noncontrolling interest$190,301$63,629$83,814
Net interest income (tax-equivalent basis)$350,456$268,497$227,930
Per Common Share
Basic net income$4.01$1.69$2.70
Diluted net income3.971.672.65
Book value(1)30.1327.3524.56
Tangible book value(4)24.6721.7318.55
Cash dividends declared0.440.360.32
Selected Ratios
Return on average:
Assets(2)1.61%0.75%1.45%
Shareholders' equity(2)14.0%6.58%11.6%
Tangible common equity(4)17.3%8.54%15.4%
Average shareholders' equity to average assets11.5%11.5%12.5%
Net interest margin (tax-equivalent basis)3.19%3.46%4.34%
Efficiency ratio64.9%66.4%67.7%
Adjusted efficiency ratio (tax-equivalent basis)(4)65.8%59.2%65.4%

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Yield on interest-earning assets3.53%4.09%5.42%
Cost of interest-bearing liabilities0.48%0.94%1.48%
Cost of total deposits0.30%0.62%1.10%
Credit Quality Ratios
Allowance for credit losses as a percentage of loans held for investment(5)1.65%2.41%0.71%
Nonperforming loans to loans, net of unearned income0.62%0.91%0.60%
Capital Ratios (Company)
Total common shareholders' equity to assets11.4%11.5%12.4%
Tier 1 capital (to average assets)10.5%10.0%10.1%
Tier 1 capital (to risk-weighted assets(3)12.6%12.0%11.6%
Total capital (to risk-weighted assets)(3)14.5%15.0%12.2%
Tangible common equity to tangible assets(4)9.51%9.38%9.69%
Common Equity Tier 1 (to risk-weighted assets) (CET1)(3)12.3%11.7%11.1%
Capital Ratios (Bank)
Total common Shareholders' equity to assets11.3%12.3%12.8%
Tier 1 capital (to average assets)10.2%10.5%9.90%
Tier 1 capital (to risk-weighted assets)(3)12.3%12.6%11.5%
Total capital to (risk-weighted assets)(3)14.1%14.9%12.1%
Common Equity Tier 1 (to risk-weighted assets) (CET1)(3)12.3%12.6%11.5%

(1)Book value per share equals our total shareholders’ equity as of the date presented divided by the number of shares of our common stock outstanding as of the date presented. The number of shares of our common stock outstanding was 47,549,241, 47,220,743 and 31,034,315 as of December 31, 2021, 2020 and 2019, respectively.

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

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

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

(5) Excludes reserve for credit losses on unfunded commitments of $14.4 million and $16.4 million recorded in accrued expenses and other liabilities as of December 31, 2021 and 2020, respectively.

GAAP reconciliation and management explanation of non-GAAP financial measures

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

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

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

Adjusted efficiency ratio (tax equivalent basis)

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

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

Year Ended December 31,
(dollars in thousands)202120202019
Adjusted efficiency ratio (tax-equivalent basis)
Total noninterest expense$373,567$377,085$244,841
Less merger, offering and mortgage restructuring expenses60534,8797,380
Less gain on lease terminations(787)
Less FHLB prepayment penalties6,838
Less certain charitable contributions1,422
Adjusted noninterest expense$372,327$335,368$237,461
Net interest income (tax-equivalent basis)$350,456$268,497$227,930
Total noninterest income228,255301,855135,397
Less gain on change in fair value on commercial loans held for sale11,1723,228
Less cash life insurance benefit715
Less loss on swap cancellation(1,510)
Less gain (loss) on sales or write-downs of other real estate owned2,504(1,491)545
Less gain (loss) on other assets323(90)(104)
Less gain from securities, net3241,63157
Adjusted noninterest income$215,442$297,862$134,899
Adjusted operating revenue$565,898$566,359$362,829
Efficiency ratio (GAAP)64.9%66.4%67.7%
Adjusted efficiency ratio (tax-equivalent basis)65.8%59.2%65.4%

Tangible book value per common share and tangible common equity to tangible assets

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

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

As of December 31,
(dollars in thousands, except share and per share data)202120202019
Tangible Assets
Total assets$12,597,686$11,207,330$6,124,921
Adjustments:
Goodwill(242,561)(242,561)(169,051)
Core deposit and other intangibles(16,953)(22,426)(17,589)
Tangible assets$12,338,172$10,942,343$5,938,281
Tangible Common Equity
Total common shareholders' equity$1,432,602$1,291,289$762,329
Adjustments:
Goodwill(242,561)(242,561)(169,051)
Core deposit and other intangibles(16,953)(22,426)(17,589)
Tangible common equity$1,173,088$1,026,302$575,689
Common shares outstanding47,549,24147,220,74331,034,315
Book value per common share$30.13$27.35$24.56
Tangible book value per common share$24.67$21.73$18.55
Total common shareholders' equity to total assets11.4%11.5%12.4%
Tangible common equity to tangible assets9.51%9.38%9.69%

Return on average tangible common equity

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

shareholders' equity:

Year Ended December 31,
(dollars in thousands)202120202019
Return on average tangible common equity
Total average common shareholders' equity$1,361,637$966,336$723,494
Adjustments:
Average goodwill(242,561)(199,104)(160,587)
Average intangibles, net(19,606)(22,659)(17,236)
Average tangible common equity$1,099,470$744,573$545,671
Net income applicable to FB Financial Corporation$190,285$63,621$83,814
Return on average common shareholders' equity14.0%6.58%11.6%
Return on average tangible common equity17.3%8.54%15.4%

Overview of recent financial performance

Year ended December 31, 2021 compared to the year ended December 31, 2020

Our net income increased during the year ended December 31, 2021 to $190.3 million from $63.6 million for the year ended December 31, 2020. Diluted earnings per common share was $3.97 and $1.67 for the years ended December 31, 2021 and 2020, respectively. Our net income represented a ROAA of 1.61% and 0.75% for the years ended December 31, 2021 and 2020, respectively, and a ROAE of 14.0% and 6.58% for the same periods. Our ratio of ROATCE for the years ended December 31, 2021 and 2020 was 17.3% and 8.54%, respectively.

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These results were significantly impacted by the economic forecasts incorporated in our current expected credit loss rate model, leading to a reversal in our provisions for credit losses on loans held for investment and unfunded loan commitments of $41.0 million for the year ended December 31, 2021 compared with provision expense of $108.0 million for the year ended December 31, 2020. Our results were also impacted by merger expenses of $34.9 million for the year ended December 31, 2020 related to our acquisitions of FNB Financial Corp. and its wholly-owned subsidiary, Farmers National Bank of Scottsville (collectively, "Farmers National") in February 2020 and Franklin Financial Network, Inc. and its wholly-owned subsidiaries, including its primary banking subsidiary, Franklin Synergy Bank, (collectively "Franklin") in August 2020. There were no such business combinations during the year ended December 31, 2021.

During the year ended December 31, 2021, net interest income before provision for credit losses increased to $347.4 million compared with $265.7 million in the year ended December 31, 2020.

Our net interest margin, on a tax-equivalent basis, decreased to 3.19% for the year ended December 31, 2021 as compared to 3.46% for the year ended December 31, 2020, influenced by a sustained low interest rate environment.

Noninterest income for the year ended December 31, 2021 decreased by $73.6 million to $228.3 million, down from $301.9 million for prior year period. The decrease in noninterest income was primarily driven by a decrease in mortgage banking income of $87.8 million to $167.6 million for the year ended December 31, 2021, compared to $255.3 million for the prior year period.

Noninterest expense decreased to $373.6 million for the year ended December 31, 2021, compared with $377.1 million for the year ended December 31, 2020. The decrease in noninterest expense is reflective of a decrease in merger expenses as there were no business combinations during the year ended December 31, 2021 compared with $34.9 million in merger and conversion expenses during the year ended December 31, 2020 related to our acquisitions of Farmers National and Franklin. The decrease in merger expenses was partially offset by increases in salaries, commissions and personnel-related costs from the incremental head count increase associated with our growth and volume of transactions, including the impact of our business combinations during the year ended December 31, 2020.

Year ended December 31, 2020 compared to year ended December 31, 2019

Our net income decreased during the year ended December 31, 2020 to $63.6 million from $83.8 million for the year ended December 31, 2019. Diluted earnings per common share was $1.67 and $2.65 for the years ended December 31, 2020 and 2019, respectively. Our net income represented a ROAA, of 0.75% and 1.45% for the years ended December 31, 2020 and 2019, respectively, and a ROAE, of 6.58% and 11.6% for the same periods. Our ratio of ROATCE for the years ended December 31, 2020 and 2019 was 8.54% and 15.4%, respectively.

These results were significantly impacted by the declining economic forecasts resulting from the impact of COVID-19 incorporated in our CECL loss rate model and the impact of our acquisitions, leading our provisions for credit losses on loans held for investment and unfunded loan commitments to increase to $108.0 million for the year ended December 31, 2020 compared with $7.1 million for the year ended December 31, 2019. We adopted the CECL methodology effective January 1, 2020 using a modified retrospective approach with no adjustments to prior period comparative financial statements. Our results were also impacted by an increase in merger expenses that total $34.9 million related to our acquisitions of Franklin and Farmers National during the year ended December 31, 2020 compared with merger expenses for $5.4 million for the year ended December 31, 2019 related to our branch acquisition from Atlantic Capital Bank, N.A. ("the Branches").

During the year ended December 31, 2020, net interest income before provision for loan losses increased to $265.7 million compared to $226.0 million in the year ended December 31, 2019.

Our net interest margin, on a tax-equivalent basis, decreased to 3.46% for the year ended December 31, 2020 as compared to 4.34% for the year ended December 31, 2019, influenced by declining interest rates during the year ended December 31, 2020.

Noninterest income for the year ended December 31, 2020 increased by $166.5 million to $301.9 million, up from $135.4 million for the prior year. The increase in noninterest income was primarily driven by an increase in interest rate lock volume and refinance activity influenced by declining interest rates. As a result, mortgage banking income increased $154.4 million to $255.3 million for the year ended December 31, 2020 .

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Noninterest expense increased to $377.1 million for the year ended December 31, 2020 compared to $244.8 million for the year ended December 31, 2019. The increase in noninterest expense is reflective of the increase in mortgage commissions stemming from elevated business activity, as well as the impact of our acquisitions and integration activities, including increases in salaries, commissions and personnel-related costs from the incremental head count.

Business segment highlights

Year ended December 31, 2021 compared to year ended December 31, 2020

We operate our business in two business segments: Banking and Mortgage. As previously reported, on March 31, 2021, the Company re-evaluated its business segments and revised to align all mortgage activities with the Mortgage segment. Previously, the Company had attributed retail mortgage activities originating from geographical locations within the footprint of the Company's branches to the Banking segment. Previously disclosed results for the year ended December 31, 2020 and 2019 have been revised to reflect this realignment. See Note 20, “Segment reporting” in the notes to our consolidated financial statements for a description of these business segments.

Banking

Income before taxes from the Banking segment increased in the year ended December 31, 2021 to $216.6 million, compared to a loss of $20.5 million for the year ended December 31, 2020. These results were primarily driven by a net reversal in provisions for credit losses on loans held for investment and unfunded loan commitments totaling $41.0 million during the year ended December 31, 2021 compared to expense of $108.0 million in the previous year. Net interest income increased $81.8 million to $347.3 million during the year ended December 31, 2021 from $265.6 million in the same period in the prior year. Noninterest income increased to $61.1 million in the year ended December 31, 2021 as compared to $46.5 million in the year ended December 31, 2020. Noninterest expense increased to $232.8 million during the year ended December 31, 2021 compared with $224.6 million for the year ended December 31, 2020, primarily due to increased salaries, commissions and employee benefits expenses associated with incremental headcount following our acquisitions in addition to other increases due to our growth and volume of transactions.

Mortgage

Income before taxes from the Mortgage segment decreased to $26.5 million for the year ended December 31, 2021 as compared to $103.0 million for the year ended December 31, 2020 primarily due to lower interest rate lock volumes and refinancing activity coupled with compressing sales margins. Additionally, the housing market continues to face supply shortages which affected overall purchasing volume. Noninterest income decreased $88.1 million to $167.2 million during the year ended December 31, 2021 compared to $255.3 million for the year ended December 31, 2020.

Noninterest expense for the years ended December 31, 2021 and 2020 was $140.8 million and $152.4 million, respectively. This decrease during the year ended December 31, 2021 is mainly attributable to a decrease in related mortgage commissions and incentives expenses as a result of lower volume during the year.

Results of operations

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

The adjustment to convert certain income to a tax-equivalent basis consists of dividing tax exempt income by one minus the combined federal and blended state statutory income tax rate of 26.06% for the years ended December 31, 2021 and 2020.

Net interest income

Year ended December 31, 2021 compared to year ended December 31, 2020

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

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competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding, net interest income, and margin.

In response to economic uncertainty related to the COVID-19 pandemic, short term interest rates have been at historic lows. The Federal Funds Target Rate range was 0% - 0.25% as of December 31, 2020 and maintained this rate as of December 31, 2021. According to the Chair of the Board of Governors of the Federal Reserve, the Federal Funds Target Rate is not likely to drop below this range. However, the Federal Reserve does have other tools available that it can employ and has expressed an intention to do so in order to maintain a targeted level of liquidity. At its most recent meeting, the Federal Reserve decided to keep the target range for the federal funds rate at 0% to 0.25% and expects it will be appropriate to maintain this target range until labor market conditions have reached levels consistent with the Committee’s assessments of maximum employment. Additionally, the Federal Reserve maintained their commitment to continue purchases of Treasury securities and agency mortgage-backed securities, but noted that as the economy makes progress towards its maximum employment and price stability goals, adjustments to the pace of purchases will continue in coming meetings. During the year ended December 31, 2021, the US Treasury yield curve steepened as long-term rates rose and short-term rates remained constant. This compares to the year ended December 31, 2020, as the US Treasury curve flattened as long-term and short-term decreased significantly.

On a tax-equivalent basis, net interest income increased $82.0 million to $350.5 million for the year ended December 31, 2021 as compared to $268.5 million for the year ended December 31, 2020. The increase in tax-equivalent net interest income for the year ended December 31, 2021 was primarily driven by an increase in average volume of loans HFI outstanding, coupled with a decrease in overall cost of deposits, which declined to 0.30% for the year ended December 31, 2021, a 32 basis point reduction from the year ended December 31, 2020.

Interest income, on a tax-equivalent basis, was $388.1 million for the year ended December 31, 2021, compared to $317.5 million for the year ended December 31, 2020, an increase of $70.6 million. Interest income on loans held for investment, on a tax-equivalent basis, increased $56.8 million to $334.9 million for the year ended December 31, 2021 from $278.1 million for the year ended December 31, 2020. This is primarily due to increased loan volume driven by growth in average loan held for investment balances of $1.58 billion, or 28.0%, to $7.20 billion for the year ended December 31, 2021, as compared to $5.62 billion for the year ended December 31, 2020, which was attributable both to our organic growth and the acquisition of $182.2 million in loans HFI from the Farmers National acquisition and $2.43 billion in loans HFI from the Franklin merger in the third quarter of 2020.

The tax-equivalent yield on loans held for investment was 4.65%, down 30 basis points from the year ended December 31, 2020. The decrease in yield was primarily due to the addition of new loans which were originated in a lower interest rate environment while higher yielding loans were paid off and refinanced at lower rates. Contractual loan interest rates yielded 4.27% in the year ended December 31, 2021 compared with 4.57% in the year ended December 31, 2020. Excluding PPP loans, which have a 1% contractual loan yield, our contractual loan yield would have been 4 basis points higher for the year ended December 31, 2021 compared to 14 points higher for the same period in the prior year. Also, PPP loan fee income increased our yield on origination and other loan fee income by 4 basis points for the year ended December 31, 2021 compared to 6 basis points for the same period in the prior year. Our yield on interest-earning assets decreased to 3.53% for the year ended December 31, 2021 from 4.09% for the year ended December 31, 2020.

Interest expense was $37.6 million for the year ended December 31, 2021, a decrease of $11.4 million as compared to the year ended December 31, 2020. The decrease was largely attributed to a reduction of interest rates on customer time deposits and money market deposits offset by an increases in volume in interest-bearing checking and subordinated debt. Interest expense on customer time deposits decreased to $8.4 million for the year ended December 31, 2021 from $19.7 million for the year ended December 31, 2020 and interest expense on money market deposits decreased $2.9 million for the year ended December 31, 2021 from $13.7 million for the year ended December 31, 2020. The average rate on customer time deposits decreased 85 basis points from 1.52% for the year ended December 31, 2020 to 0.67% for the year ended December 31, 2021 and the average rate on money market deposits decreased 40 basis points from 0.76% for the year ended December 31, 2020 to 0.36% for the year ended December 31, 2021. The decrease in interest expense from customer time deposits and money market deposits was partially offset by an increase in interest expense on interest-bearing checking of $1.3 million and subordinated debt of $3.0 million associated with the increase in volume from our $100.0 million subordinated note offering and additional subordinated notes acquired from Franklin in 2020.

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Overall, our NIM, on a tax-equivalent basis, decreased to 3.19% for the year ended December 31, 2021 from 3.46% for the year ended December 31, 2020, driven by the sustained low interest rate environment and change in balance sheet mix, partially attributable to our acquisition of Franklin completed in the last half of 2020 and impact of excess liquidity carried on our balance sheet. The components of our loan yield, a key driver to our net interest margin for the years ended December 31, 2021, 2020 and 2019 were as follows:

Year Ended December 31,
202120202019
(dollars in thousands)Interest incomeAverage yieldInterest incomeAverage yieldInterest incomeAverage yield
Loan yield components:
Contractual interest rate on loans held forinvestment (1)(2)$307,4294.27%$256,9294.57%$228,0695.50%
Origination and other loan fee income (2)26,0290.36%15,9780.28%12,9770.31%
(Amortization) accretion on purchased loans(853)(0.01)%3,7880.07%8,5560.21%
Nonaccrual interest collections2,2560.03%1,3810.03%8850.02%
Syndicated loan fee income%%206%
Total loan yield$334,8614.65%$278,0764.95%$250,6936.04%

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

(2)Includes $0.8 million and $2.1 million of loan contractual interest and $3.3 million and $3.9 million of loan fees related to PPP loans for the years ended December 31, 2021 and 2020, respectively.

Net amortization on purchased loans lowered the NIM by 1 basis point for the year ended December 31, 2021 while net accretion contributed 5 basis points to the NIM for the year ended December 31, 2020. The decrease in accretion is due to the continued impact of purchase accounting resulting from our mergers, which can fluctuate based on volume of early pay-offs. The decrease is also due in part to the adoption of CECL which resulted in a net premium on our acquired Franklin portfolio. The $11.3 million premium recorded on August 15, 2020, is being amortized as a reduction to loan interest income. As of December 31, 2021 and December 31, 2020, the remaining net discount on all acquired loans amounted to $2.3 million and $1.5 million, respectively. Excluding PPP loans, our NIM would have been 4 and 8 basis points higher for the years ended December 31, 2021 and 2020, respectively.

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Average balance sheet amounts, interest earned and yield analysis

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

Year Ended December 31,
202120202019
(dollars in thousands on tax-equivalent basis)Average balances(1)Interest income/ expenseAverage yield/ rateAverage balances(1)Interest income/ expenseAverage yield/ rateAverage balances (1)Interest income/ expenseAverage yield/ rate
Interest-earning assets:
Loans (2)(4)$7,197,213$334,8614.65%$5,621,832$278,0764.95%$4,149,590$250,6936.04%
Loans held for sale-mortgage(8)696,31318,6902.68%420,79112,6993.02%254,6899,9663.91%
Loans held for sale-commercial136,3596,0984.47%84,5804,1664.93%%
Securities:(8)
Taxable1,050,20715,1861.45%589,39310,2671.74%516,25013,2232.56%
Tax-exempt (4)321,91110,3563.22%275,7869,5703.47%155,3066,4984.18%
Total Securities (4)1,372,11825,5421.86%865,17919,8372.29%671,55619,7212.94%
Federal funds sold and reverse repurchase agreements128,7243790.29%85,4023040.36%31,3096782.17%
Interest-bearing deposits with other financial institutions1,427,3321,9020.13%662,1751,9600.30%130,1452,6512.04%
FHLB stock30,0226122.04%21,7354412.03%15,1467224.77%
Total interest earning assets (4)10,988,081388,0843.53%7,761,694317,4834.09%5,252,435284,4315.42%
Noninterest Earning Assets:
Cash and due from banks128,97766,17751,194
Allowance for credit losses(153,301)(121,033)(30,442)
Other assets (3)884,703731,262504,485
Total noninterest earning assets860,379676,406525,237
Total assets$11,848,460$8,438,100$5,777,672
Interest-bearing liabilities:
Interest bearing deposits:
Interest bearing checking$2,924,388$10,1740.35%$1,461,596$8,8750.61%$950,219$8,7550.92%
Money market deposits(7)2,973,66210,8060.36%1,807,48113,7070.76%1,219,65217,3801.42%
Savings deposits421,2522330.06%274,4892320.08%199,5353010.15%
Customer time deposits(7)1,246,9128,3840.67%1,289,55219,6561.52%1,155,05824,1032.09%
Brokered and internet time deposits(7)34,9435921.69%43,3723890.90%45,3131,0292.27%
Time deposits1,281,8558,9760.70%1,332,92420,0451.50%1,200,37125,1322.09%
Total interest bearing deposits7,601,15730,1890.40%4,876,49042,8590.88%3,569,77751,5681.44%
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds purchased36,453980.27%32,9122010.61%26,4002911.10%
Federal Home Loan Bank advances%212,7051,0930.51%187,5093,0041.60%
Subordinated debt(6)149,0977,3164.91%86,9444,4755.15%30,9301,6385.30%
Other borrowings2,626250.95%12,9393582.77%%
Total other interest-bearing liabilities188,1767,4393.95%345,5006,1271.77%244,8394,9332.01%
Total interest-bearing liabilities7,789,33337,6280.48%5,221,99048,9860.94%3,814,61656,5011.48%
Noninterest bearing liabilities:
Demand deposits2,545,4942,092,4501,130,113
Other liabilities151,903157,289109,449
Total noninterest-bearing liabilities2,697,3972,249,7391,239,562
Total liabilities10,486,7307,471,7295,054,178
FB Financial Corporation common shareholders' equity1,361,637966,336723,494
Noncontrolling interest9335
Shareholders' equity1,361,730966,371723,494
Total liabilities and shareholders' equity$11,848,460$8,438,100$5,777,672
Net interest income (tax-equivalent basis)$350,456$268,497227,930
Interest rate spread (tax-equivalent basis)3.05%3.15%3.94%
Net interest margin (tax-equivalent basis) (5)3.19%3.46%4.34%
Cost of total deposits0.30%0.62%1.10%
Average interest-earning assets to average interest-bearing liabilities141.1%148.6%137.7%

(1)Calculated using daily averages.

(2)Average balances of nonaccrual loans and overdrafts (before deduction of ACL) are included in average loan balances. Loan fees of $26.0 million, $16.0 million, and $13.0 million, net (amortization) accretion of $(0.9) million, $3.8 million, and $8.6 million, nonaccrual interest collections of $2.3 million, $1.4 million and $0.9 million and syndicated loan fees of $0, $0 and $0.2 million are included in interest income for the years ended December 31, 2021, 2020 and 2019, respectively.

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

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(4)Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent adjustment amounts included were $3.1 million, $2.8 million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

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

(6)Includes $0.4 million and $0.4 million of accretion on subordinated debt fair value premium for the years ended December 31, 2021 and 2020, respectively.

(7)Includes $3.7 million, $0.9 million and $0 of interest rate premium accretion on money market deposits, $2.2 million, $2.0 million and $0 on customer time deposits and $0.5 million, $0.4 million and $0.1 million on brokered and internet time deposits for the years ended December 31, 2021, 2020 and 2019, respectively.

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

Rate/volume analysis

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

Year ended December 31, 2021 compared to year ended December 31, 2020

Year ended December 31, 2021 compared to year ended December 31, 2020 due to changes in
(dollars in thousands on a tax-equivalent basis)VolumeRateNet increase (decrease)
Interest-earning assets:
Loans(1)$73,297$(16,512)$56,785
Loans held for sale - residential7,395(1,404)5,991
Loans held for sale - commercial2,316(384)1,932
Securities available-for-sale and other securities:
Taxable6,663(1,744)4,919
Tax Exempt(2)1,484(698)786
Federal funds sold and reverse repurchase agreements128(53)75
Time deposits in other financial institutions1,020(1,078)(58)
FHLB stock1692171
Total interest income(2)92,472(21,871)70,601
Interest-bearing liabilities:
Interest bearing checking5,089(3,790)1,299
Money market deposits(4)4,238(7,139)(2,901)
Savings deposits81(80)1
Customer time deposits(4)(287)(10,985)(11,272)
Brokered and internet time deposits(4)(143)346203
Securities sold under agreements to repurchase and federal funds purchased10(113)(103)
Federal Home Loan Bank advances(1,093)(1,093)
Subordinated debt(3)3,050(209)2,841
Other borrowings(98)(235)(333)
Total interest expense10,847(22,205)(11,358)
Change in net interest income(2)$81,625$334$81,959

(1) Average loans are gross, including nonaccrual loans and overdrafts (before deduction of ACL). Loan fees of $26.0 million and $16.0 million, net (amortization) accretion of $(0.9) million and $3.8 million, and nonaccrual interest collections of $2.3 million and $1.4 million, are included in interest income for the years ended December 31, 2021 and 2020, respectively.

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

(3) Includes $0.4 million and $0.4 million of accretion on subordinated debt fair value premium for the years ended December 31, 2021 and 2020, respectively.

(4) Includes $3.7 million and $0.9 million of interest rate premium accretion on money market deposits, $2.2 million and $2.0 million on customer time deposits and $0.5 million and $0.4 million on brokered and internet time deposits for the years ended December 31, 2021 and 2020, respectively.

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Year ended December 31, 2020 compared to year ended December 31, 2019

Year Ended December 31, 2020 compared to year ended December 31, 2019 due to changes in
(dollars in thousands on a tax-equivalent basis)VolumeRateTotal
Interest-earning assets:
Loans (1)(2)$72,822$(45,439)$27,383
Loans held for sale - residential5,013(2,280)2,733
Loans held for sale - commercial4,1664,166
Securities available-for-sale and other securities:
Taxable1,274(4,230)(2,956)
Tax Exempt (2)4,181(1,109)3,072
Federal funds sold and reverse repurchase agreements193(567)(374)
Time deposits in other financial institutions1,575(2,266)(691)
FHLB stock134(415)(281)
Total interest income (2)89,358(56,306)33,052
Interest-bearing liabilities:
Interest-bearing checking3,105(2,985)120
Money market deposits(5)4,458(8,131)(3,673)
Savings deposits63(132)(69)
Customer time deposits(5)2,050(6,497)(4,447)
Brokered and internet time deposits(5)(17)(623)(640)
Securities sold under agreements to repurchase and federal fundspurchased40(130)(90)
Federal Home Loan Bank advances(3)129(2,040)(1,911)
Subordinated debt(4)2,883(46)2,837
Other borrowings358358
Total interest expense13,069(20,584)(7,515)
Change in net interest income (2)$76,289$(35,722)$40,567

(1)Average loans are gross, including nonaccrual loans and overdrafts (before deduction of allowance for credit losses). Loan fees of $16.0 million and $13.0 million, accretion of $3.8 million and $8.6 million, nonaccrual interest collections of $1.4 million and $0.9 million, and syndicated loan fee income of $0 and $0.2 million are included in interest income for the years ended December 31, 2020 and 2019, respectively.

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

(3)Includes $1.0 million and $0.5 million of gain accretion from other comprehensive income from a previously cancelled cash flow hedge for the years ended December 31, 2020 and 2019, respectively.

(4)Includes $0.4 million accretion on subordinated debt premium for the year ended December 31, 2020.

(5)Includes $0.9 million and $0 of interest rate premium accretion on money market deposits, $2.0 million and $0 on customer time deposits and $0.4 million and $0.1 million on brokered and internet deposits for the years ended December 31, 2020 and 2019, respectively.

Provision for credit losses

The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1, "Basis of presentation" in the notes to our consolidated financial statements for a detailed discussion regarding ACL methodology.

Year ended December 31, 2021 compared to year ended December 31, 2020

We recognized a reversal of provision for credit losses on loans held for investment for the year ended December 31, 2021 of $39.0 million as compared to a expense of $94.6 million for the year ended December 31, 2020. The current period reversal resulted from management’s best estimate of losses over the life of loans in our portfolio in accordance with the CECL approach, given an improvement in economic outlook and forecasts. Although the portfolio benefited from improving economic forecasts during the year ended December 31, 2021, there is much uncertainty surrounding the impact of the COVID-19 pandemic and possible future variants, which may continue to lead to increased volatility in forecasted macroeconomic variables, a key input to our calculated level of allowance for credit losses. These evaluations weighed the impact of the current economic outlook, status of federal government stimulus programs, and geographical and demographic considerations, among other factors. In addition, the decrease in the current period when compared with

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the year ended December 31, 2020 is partially attributable to our acquisition activity, namely Farmers National and Franklin, and the impact of applying CECL on the acquired loan portfolios on their respective acquisition dates. The provision for credit losses on loans held for investment recognized in expense in conjunction with the Farmers National acquisition on February 14, 2020 amounted to $2.9 million while the provision for credit losses on loans held for investment recognized in expense in conjunction with the Franklin merger on August 15, 2020 amounted to $52.8 million.

The Company estimates expected credit losses on off-balance sheet loan commitments that are not accounted for as derivatives. When applying the CECL methodology to estimate expected credit loss, the Company considers the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions. For the year ended December 31, 2021, the Company recorded a release to the provision for credit losses on unfunded commitments of $2.0 million compared to a provision of $13.4 million for the year ended December 31, 2020. This decrease is partially attributable to $10.5 million in provision expense recorded for unfunded commitments upon closing of our Franklin acquisition during 2020.

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

Noninterest income

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

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

Year Ended December 31,
(dollars in thousands)202120202019
Mortgage banking income$167,565$255,328$100,916
Service charges on deposit accounts10,0349,1609,479
ATM and interchange fees19,90014,91512,161
Investment services and trust income8,5587,0805,244
Gain from securities, net3241,63157
Gain (loss) on sales or write-downs of other real estate owned2,504(1,491)545
Gain (loss) from other assets323(90)(104)
Other19,04715,3227,099
Total noninterest income$228,255$301,855$135,397

Year ended December 31, 2021 compared to year ended December 31, 2020

Noninterest income amounted to $228.3 million for the year ended December 31, 2021, a decrease of $73.6 million, or 24.4%, as compared to $301.9 million for the year ended December 31, 2020. Changes in selected components of noninterest income in the above table are discussed below.

Mortgage banking income primarily includes origination fees and realized gains and losses on the sale of mortgage loans, unrealized change in fair value of mortgage loans and derivatives, and mortgage servicing fees, which includes net change in fair value of MSRs and related derivatives. Mortgage banking income is initially driven by the recognition of interest rate lock commitments at fair value at inception of the IRLCs. This is subsequently adjusted for changes in the overall interest rate environment offset by derivative contracts entered into to mitigate the interest rate exposure. Upon sale of the loan, the net fair value gain is reclassified as a realized gain on sale. Mortgage banking income was $167.6 million and $255.3 million for the years ended December 31, 2021 and 2020, respectively, representing a $87.8 million, or 34.4% decrease year-over-year.

During the year ended December 31, 2021, our mortgage operations had sales of $6.20 billion which generated a gain on sales margin of 2.97%. This compares to $6.24 billion and 3.79% for the year ended December 31, 2020. The decrease in gain on sales margin is a result of over-capacity in the industry and compressing margins. The industry benefited greatly from declining interest rates in 2020, causing a sharp increase in interest rate lock commitment volume. Sales slowed in 2021 with decline in activity as housing inventory remained low in many of our markets. Mortgage banking income from

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gains on sale and related fair value changes decreased to $150.8 million during the year ended December 31, 2021 compared to $267.6 million for the year ended December 31, 2020. Total interest rate lock volume decreased $1.78 billion, or 19.9%, during the year ended December 31, 2021 compared to the previous year. The volume mix of refinances and purchases also shifted during the year ended December 31, 2021 to 62.4% refinance volume compared with 77.6% during the same period in the previous year.

We continue to see margin compression and reduced volumes due to excess capacity in the industry, refinance fatigue and a shortage of housing in our markets. Our interest rate lock volume is expected to be materially and adversely impacted by rising interest rates and housing shortage, and we expect to see further declines in refinance activity within the mortgage industry when rates rise.

Income from mortgage servicing of $28.9 million and $22.1 million for years ended December 31, 2021 and 2020, respectively, was offset by declines in fair value of MSRs and related hedging activity of $12.1 million and $34.4 million for the years ended December 31, 2021 and 2020, respectively.

The components of mortgage banking income for the years ended December 31, 2021, 2020, and 2019 were as follows:

Year Ended December 31,
(dollars in thousands)202120202019
Mortgage banking income
Origination and sales of mortgage loans$184,076$236,382$96,710
Net change in fair value of loans held for sale and derivatives(33,284)31,1923,518
Change in fair value on MSRs(12,117)(34,374)(16,989)
Mortgage servicing income28,89022,12817,677
Total mortgage banking income$167,565$255,328$100,916
Interest rate lock commitment volume by line of business:
Consumer direct$3,745,430$5,539,862$2,979,811
Third party origination (TPO)327,373
Retail3,414,6383,399,1741,605,158
Correspondent990,646
Total$7,160,068$8,939,036$5,902,988
Interest rate lock commitment volume by purpose (%):
Purchase37.6%22.4%43.8%
Refinance62.4%77.6%56.2%
Mortgage sales$6,202,077$6,235,1494,554,962
Mortgage sale margin2.97%3.79%2.12%
Closing volume$6,300,892$6,650,258$4,540,652
Outstanding principal balance of mortgage loans serviced$10,759,286$9,787,657$6,734,496

ATM and interchange fees increased $5.0 million to $19.9 million during the year ended December 31, 2021 as compared to $14.9 million for the year ended December 31, 2020. This increase is attributable to our growth in deposits and increased volume of transactions, which is partially attributed to our acquisitions completed in 2020. Though we have not yet experienced a decline, our interchange fee income is expected to decline beginning the second half of 2022 as a result of the Durbin amendment, which limits interchange fees banking institutions with asset sizes greater than $10 billion are permitted to charge.

Net gains from sales or write-downs of other real estate owned during the year ended December 31, 2021 amounted to $2.5 million compared with a loss during the year ended December 31, 2020 amounting to $1.5 million. This change was a result of specific sales and valuation transactions of other real estate during the respective periods. The gain in the current period was primarily the result of sale of one of our former branch locations, which had been vacated as a result of consolidating locations following our acquisitions.

Other noninterest income for the year ended December 31, 2021 increased $3.7 million to $19.0 million compared with $15.3 million for the year ended December 31, 2020. This includes gains associated with our commercial loans held for sale portfolio of $11.2 million for the year ended December 31, 2021 compared with $3.2 million for the million for the year ended December 31, 2020. This increase was offset by a decrease in interest rate swap fees of $3.5 million during the year ended December 31, 2021 which included a loss on the cancellation of an interest rate swap amounting to $1.5 million associated with a loan HFI that was resolved during the year.

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Noninterest expense

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

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

Year Ended December 31,
(dollars in thousands)202120202019
Salaries, commissions and employee benefits$248,318$233,768$152,084
Occupancy and equipment expense22,73318,97915,641
Legal and professional fees9,1617,6547,486
Data processing9,98711,39010,589
Merger costs34,8795,385
Amortization of core deposit and other intangibles5,4735,3234,339
Advertising13,92110,0629,138
Other expense63,97455,03040,179
Total noninterest expense$373,567$377,085$244,841

Year ended December 31, 2021 compared to year ended December 31, 2020

Noninterest expense decreased by $3.5 million during the year ended December 31, 2021 to $373.6 million as compared to $377.1 million in the year ended December 31, 2020. Changes in selected components of noninterest expense in the above table are discussed below.

Salaries, commissions and employee benefits expense was the largest component of noninterest expenses representing 66.5% and 62.0% of total noninterest expense in the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, salaries and employee benefits expense increased $14.6 million, or 6.2%, to $248.3 million as compared to $233.8 million for the year ended December 31, 2020. This increase was mainly due to an increase of $25.4 million in employee salaries driven by our increase in headcount as a result of our mergers and investment in additional revenue producers in our markets. Our full-time equivalent employees increased to 1,962 as of December 31, 2021 from 1,852 as of December 31, 2020. This increase was partially offset by a $14.6 million decrease in incentive compensation largely driven by the slowdown of mortgage production volume and decreased interest rate lock volume.

Costs resulting from our equity compensation grants during the years ended December 31, 2021 and 2020 amounted to $10.3 million and $10.2 million, respectively. Our one-time IPO RSU grants fully vested during the third quarter of 2021. Costs associated with these IPO grants made up $1.3 million and $2.2 million of equity compensation expense during the year ended December 31, 2021 and December 31, 2020, respectively. During the year ended December 31, 2020, we began granting performance-based stock units, which resulted in $1.4 million and $1.0 million in expense included in our equity compensation expense during the years ended December 31, 2021 and 2020, respectively. For additional discussion regarding our equity compensation grants, see Note 23, "Stock Based Compensation" in the notes to our consolidated financial statements contained herein.

Occupancy and equipment expense increased $3.8 million to $22.7 million during the year ended December 31, 2021 as compared to $19.0 million in the year ended December 31, 2020. This increase is mostly related to increased leased property, maintenance, and depreciation costs which increased as a result of our merger activity and additional locations.

Merger costs amounted to $34.9 million for the year ended December 31, 2020 of which $2.3 million related to our acquisition and conversion of Farmers National and $32.4 million related to our acquisition and conversion of Franklin. There was no such merger activity during year ended December 31, 2021.

Advertising expense increased $3.9 million to $13.9 million during the year ended December 31, 2021 compared to $10.1 million during the year ended December 31, 2020. This increase is related to a $2.3 million increase in sponsorships and $1.8 million increase in advertising expense related to our overall growth.

Other noninterest expense primarily includes mortgage servicing expenses, regulatory fees and deposit insurance assessments, software license and maintenance fees and various other miscellaneous expenses. Other noninterest

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expense increased $8.9 million during the year ended December 31, 2021 to $64.0 million compared to $55.0 million during the year ended December 31, 2020. The increase reflects a $7.5 million increase in software licenses and maintenance fees, a $2.0 million increase in mortgage servicing expenses and a $1.3 million increase in regulatory fees and other costs associated with our growth, including the impact of our 2020 acquisitions.

Efficiency ratio

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

Our efficiency ratio was 64.9% and 66.4% for the years ended December 31, 2021 and 2020, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was 65.8% and 59.2% for the years ended December 31, 2021 and 2020, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the adjusted efficiency ratio.

Income taxes

Our income tax expense was $52.8 million and $18.8 million for the years ended December 31, 2021 and 2020, respectively. This represents effective tax rates of 21.7% and 22.8% for the years ended December 31, 2021 and 2020, respectively. The primary differences from the enacted rates are applicable state income taxes and certain expenses that are not deductible reduced for non-taxable income and additional deductions for equity-based compensation upon vesting of restricted stock units. State taxes, net of federal benefits, increased our effective tax rate by 3.5% and 3.8% for the years ended December 31, 2021 and 2020, respectively. Additionally, during the year ended December 31, 2021, our income tax expense was reduced by a $1.7 million tax benefit related to a change in the value of the net operating loss tax asset that was acquired from Franklin. This tax benefit decreased our effective tax rate by 1.4% for the year ended December 31, 2021.

The Company is subject to Section 162(m), which limits the deductibility of compensation paid to certain individuals. The restricted stock unit plans that existed prior to the corporation being public vested after the reliance period as defined in the underlying Treasury Regulations. It is the Company’s policy to apply the Section 162(m) limitations to stock-based compensation, including our restricted stock unit plan, first and then followed by cash compensation. As a result of the vesting of these units and cash compensation paid to date, the Company has disallowed a portion of its compensation paid to the applicable individuals.

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Financial condition

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

Loan portfolio

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

As of December 31,
20212020
(dollars in thousands)CommittedAmount Outstanding% of total outstandingCommittedAmount Outstanding% of total outstanding
Loan Type:
Commercial and industrial (1)$2,060,028$1,290,56517%$1,994,543$1,346,12219%
Construction2,886,0881,327,65917%2,130,2071,222,22017%
Residential real estate:
1-to-4 family1,272,4771,270,46717%1,109,0851,089,27015%
Line of credit935,571383,0395%806,895408,2116%
Multi-family339,882326,5514%224,705175,6762%
Commercial real estate:
Owner-Occupied1,005,534951,58213%1,085,070924,84113%
Non-Owner Occupied1,839,9901,730,16523%1,918,4061,598,97923%
Consumer and other351,153324,6344%358,254317,6405%
Total loans$10,690,723$7,604,662100%$9,627,165$7,082,959100%

(1)Includes $4.0 million and $212.6 million of PPP loans outstanding as of December 31, 2021 and 2020, respectively.

Our loans HFI portfolio is our most significant earning asset, comprising 60.4% and 63.2% of our total assets as of December 31, 2021 and 2020, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives. Our overall lending approach is primarily focused on providing credit to our customers directly in the markets we serve, but we are also party to loan syndications and participations from other banks (collectively, “participated loans”). At December 31, 2021 and 2020, loans held for investment included approximately $263.9 million and $206.8 million, respectively, related to purchased participation loans. All loans, whether or not we act as a participant, are underwritten to the same standards as all other loans we originate. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.

Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Our lending activity is heavily concentrated in the geographic market areas we serve, with highest concentration in the state of Tennessee. This geographic concentration subjects our loan portfolio to the general economic conditions within the state. The risks created by this concentration have been considered by management in the determination of the appropriateness of the allowance for credit losses. As of December 31, 2021 and 2020, there were no concentrations of loans exceeding 10% of total loans other than the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories.

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

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

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The table below shows concentration ratios for the Bank and Company as of December 31, 2021 and 2020.

As a percentage (%) of tier 1 capital plus allowance for credit losses
FirstBankFB Financial Corporation
December 31, 2021
Construction102.7%99.8%
Commercial real estate263.5%256.0%
December 31, 2020
Construction97.4%101.6%
Commercial real estate238.9%249.3%

Loan categories

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

Commercial and industrial loans.We provide a mix of variable and fixed rate commercial and industrial loans. Our commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses for working capital and operating needs and business expansions, including the purchase of capital equipment and loans made to farmers relating to their operations. This category also includes loans secured by manufactured housing receivables. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. This category also includes the loans we originated as part of the PPP, established by the Coronavirus Aid, Relief and Economic Security Act. The PPP is administered by the SBA, and loans we originated as part of the PPP may be forgiven by the SBA under a set of defined rules. These federally guaranteed loans were intended to provide up to 24 weeks of payroll and other operating costs as a source of aid to small- and medium-sized businesses. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and personal guarantees. We plan to continue to make commercial and industrial loans an area of emphasis in our lending operations in the future. Excluding PPP loans totaling $4.0 million and $212.6 million as of December 31, 2021 and 2020, respectively, our commercial and industrial loans comprised $1.29 billion, or 17%, and $1.13 billion, or 16%, respectively, of our loans held for investment.
Construction loans.Our construction loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small- and medium-sized businesses and individuals. These loans are generally secured by the land or the real property being built and are made based on our assessment of the value of the property on an as-completed basis. We expect to continue to make construction loans at a similar pace so long as demand continues and the market for and values of such properties remain stable or continue to improve in our markets. These loans can carry risk of repayment when projects incur cost overruns, have an increase in the price of building materials, encounter zoning and environmental issues, or encounter other factors that may affect the completion of a project on time and on budget. Additionally, repayment risk may be negatively impacted when the market experiences a deterioration in the value of real estate.
Residential real estate 1-4 family mortgage loans.Our residential real estate 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, including manufactured homes with real estate, which are both owner-occupied and investor owned. We intend to continue to make residential 1-4 family housing loans at a similar pace, so long as housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. First lien residential 1-4 family mortgages may be affected by unemployment or underemployment and deteriorating market values of real estate.
Residential line of credit loans.Our residential line of credit loans are primarily revolving, open-end lines of credit secured by 1-4 family residential properties. We intend to continue to make residential line of credit loans if housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. Residential line of credit loans may be affected by unemployment or underemployment and deteriorating market values of real estate.

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Multi-family residential loans.Our multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. These loans may be affected by unemployment or underemployment and deteriorating market values of real estate.
Commercial real estate owner-occupied loans.Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower, and hence are dependent on the success of the underlying business for repayment and are more exposed to general economic conditions.
Commercial real estate non-owner occupied loans.Our commercial real estate non-owner occupied loans include loans to finance commercial real estate non-owner occupied investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale of the completed property or rental proceeds from such property, and are therefore more sensitive to adverse conditions in the real estate market, which can also be affected by general economic conditions
Consumer and other loans.Consumer and other loans include consumer loans made to individuals for personal, family and household purposes, including car, boat, manufactured homes (without real estate) and other recreational vehicle loans and personal lines of credit. Consumer loans are generally secured by vehicles, manufactured homes and other household goods. The collateral securing consumer loans may depreciate over time. The company seeks to minimize these risks through its underwriting standards. Other loans also include loans to states and political subdivisions in the U.S. These loans are generally subject to the risk that the borrowing municipality or political subdivision may lose a significant portion of its tax base or that the project for which the loan was made may produce inadequate revenue. None of these categories of loans represents a significant portion of our loan portfolio.

Loan maturity and sensitivities

The following table presents the contractual maturities of our loan portfolio as of December 31, 2021. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment assumptions or scheduled repayments.

Loan type (dollars in thousands)Maturing in one year or lessMaturing in one to five yearsMaturing in five years to fifteen yearsMaturing after fifteen yearsTotal
As of December 31, 2021
Commercial and industrial$510,328$583,122$196,880$235$1,290,565
Commercial real estate:
Owner occupied92,367487,157332,58939,469951,582
Non-owner occupied91,856870,222716,96351,1241,730,165
Residential real estate:
1-to-4 family68,840370,316358,129473,1821,270,467
Line of credit29,60178,484274,073881383,039
Multi-family39,129156,185109,89121,346326,551
Construction679,011476,816163,1738,6591,327,659
Consumer and other29,76878,86860,749155,249324,634
Total ($)$1,540,900$3,101,170$2,212,447$750,145$7,604,662
Total (%)20.2%40.8%29.1%9.9%100.0%

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

Loan type (dollars in thousands)Fixed interest rateFloating interest rateTotal
As of December 31, 2021
Commercial and industrial$381,847$398,390$780,237
Commercial real estate:
Owner occupied589,529269,686859,215
Non-owner occupied765,484872,8251,638,309
Residential real estate:
1-to-4 family973,365228,2621,201,627
Line of credit3,183350,255353,438
Multi-family129,322158,100287,422
Construction265,191383,457648,648
Consumer and other280,35014,516294,866
Total ($)$3,388,271$2,675,491$6,063,762
Total (%)55.9%44.1%100.0%

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

(dollars in thousands)Fixed interest rateFloating interest rateTotal
As of December 31, 2021
One year or less$480,608$1,060,292$1,540,900
One to five years1,822,1801,278,9903,101,170
Five to fifteen years1,016,8391,195,6082,212,447
Over fifteen years549,252200,893750,145
Total ($)$3,868,879$3,735,783$7,604,662
Total (%)50.9%49.1%100.0%

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

Loans with interest rate floors (dollars in thousands)Maturing in one year or lessWeighted average level of support (bps)Maturing in one to five yearsWeighted average level of support (bps)Maturing after five yearsWeighted average level of support (bps)TotalWeighted average level of support (bps)
As of December 31, 2021
Loans with current rates above floors:
1-25 bps$88,17720.60$235,74314.39$174,62710.94$498,54714.28
26-50 bps9,10049.803,57548.2735,65847.1848,33347.76
51-75 bps75573.244,15474.8069,65859.7274,56760.70
76-100 bps1,208100.001,85684.184,53497.847,59894.85
101-125 bps234125.00508118.961,611122.452,353121.95
126-150 bps47145.9511,028135.802,454149.1013,529138.25
151-200 bps7,094174.964,817192.337,813184.0719,724182.81
201-250 bps65239.97241248.8110,986243.3211,292243.42
251 bps and above137316.321,293431.032,697300.024,127341.60
Total loans with current rates above floors$106,81735.41$263,21527.11$310,03844.13$680,07036.17
Loans at interest rate floors providing support:
1-25 bps$117,64624.21$94,33817.02$35,34517.49$247,32920.51
26-50 bps90,37147.7694,65247.07118,73746.70303,76047.13
51-75 bps148,47771.9882,50067.71130,05467.18361,03169.27
76-100 bps43,11798.7989,65387.2576,28589.36209,05590.40
101-125 bps40,740123.8833,840120.1648,542118.04123,122120.55
126-150 bps24,860143.9442,531138.2264,598138.44131,989139.40
151-200 bps26,134188.3254,852181.8058,652166.36139,638176.54
201-250 bps519235.1832,146226.1120,369228.1153,034226.97
251 bps and above18,715365.7041,654289.7547,367309.04107,736311.42
Total loans at interest rate floors providing support$510,57983.48$566,166103.72$599,949109.06$1,676,69499.47

Asset quality

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

Nonperforming assets

Our nonperforming assets consist of nonperforming loans, other real estate owned and other miscellaneous non-earning assets. As of December 31, 2021 and 2020, we had $63.0 million and $84.2 million, respectively, in nonperforming assets. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. In our loan review process, we seek to identify and proactively address nonperforming loans. Accrued interest receivable written off as an adjustment to interest income amounted to $0.8 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $2.3 million and $1.4 million for the years ended December 31, 2021 and 2020, respectively.

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In addition to loans held for investment, nonperforming assets included commercial loans held for sale that were past due 90 days or more or not accruing interest. These nonperforming commercial loans held for sale represent a pool of shared national credits and institutional healthcare loans that were acquired during 2020 in our acquisition of Franklin and amounted to $5.2 million and $6.5 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, other real estate owned included $3.3 million and $5.7 million, respectively, of excess land and facilities held for sale resulting from our acquisitions. Other nonperforming assets also included other repossessed non-real estate amounting to $0.7 million and $1.2 million as of December 31, 2021 and 2020, respectively.

GNMA optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing and was the original transferor. At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100 percent of the remaining principal balance of the loan. Under FASB ASC Topic 860, “Transfers and Servicing,” this buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When the Company is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be brought back onto the balance sheet, regardless of whether the Company intends to exercise the buy-back option if the buyback option provides the transferor a more-than-trivial benefit. At December 31, 2021 and 2020, there were $94.6 million and $151.2 million of delinquent GNMA loans that had previously been sold; however, we determined there not to be a more-than-trivial benefit of rebooking based on an analysis of interest rates and an assessment of potential reputational risk associated with these loans. As such, these were not recorded on our balance sheets as of December 31, 2021 or 2020.

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

As of December 31,
(dollars in thousands)20212020
Loan Type
Commercial and industrial$1,583$16,335
Construction4,3404,626
Residential real estate:
1-to-4 family mortgage13,95616,393
Residential line of credit1,7361,996
Multi-family mortgage4957
Commercial real estate:
Owner occupied6,7107,948
Non-owner occupied14,08412,471
Consumer and other4,8454,630
Total nonperforming loans held for investment47,30364,456
Loans held for sale5,2176,489
Other real estate owned9,77712,111
Other6861,170
Total nonperforming assets$62,983$84,226
Total nonperforming loans held for investment as a percentage of total loans HFI0.62%0.91%
Total nonperforming assets as a percentage of total assets0.50%0.75%
Total nonaccrual loans HFI as a percentage of loans HFI0.47%0.72%
Total accruing loans over 90 days delinquent as a percentage of total assets0.09%0.12%
Loans restructured as troubled debt restructurings$32,435$15,988
Troubled debt restructurings as a percentage of total loans held for investment0.43%0.23%

We have evaluated our nonperforming loans held for investment and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses as of December 31, 2021 and 2020. Management also continually monitors past due loans for potential credit quality deterioration. Loans not considered nonperforming include loans 30-89 days past due amounting to $26.5 million at December 31, 2021 as compared to $27.0 million at December 31, 2020.

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Loan Modifications due to COVID-19

On March 22, 2020, a statement was issued by our banking regulators and titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” (the “Interagency Statement”) that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further stipulated that a qualified loan modification was exempt by law from classification as a troubled debt restructuring, from the period beginning March 1, 2020 until the earlier of December 31, 2020, or the date that is 60 days after the date on which the national emergency concerning the COVID-19 pandemic is terminated. Section 541 of the CAA extended this relief to the earlier of January 1, 2022 or 60 days after the national emergency termination date. The Interagency Statement was subsequently revised in April 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. This legislation expired on January 1, 2022.

We have numerous customers that experienced financial distress as a direct result of COVID-19, and in response we offered financial relief in the form of a payment deferral program. The majority of these modifications were consistent with the "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus" and the CARES Act and did not qualify as TDRs. As of December 31, 2020, recorded balances in total loans in deferral status under this program amounted to $202.5 million. There were no such loans remaining in deferral status as of December 31, 2021. As of December 31, 2021 and 2020, the total amortized cost of loans that had previously been deferred as part of this program that were no longer in deferral status amounted to $1.19 billion and $1.40 billion, respectively.

Allowance for credit losses

Beginning January 1, 2020, with the adoption of CECL, we calculated the allowance for credit losses under the current expected credit losses methodology. Additional details surrounding the adoption in addition to transition disclosures can be found within our consolidated financial statements in Form 10-K filed March 12, 2021.

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

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

As of December 31,
20212020
(dollars in thousands)Amount% of LoansACL as a % of loans HFI categoryAmount% of LoansACL as a % of loans HFI category
Loan Type:
Commercial and industrial$15,75117%1.22%$14,74819%1.10%
Construction28,57617%2.15%58,47717%4.78%
Residential real estate:
1-to-4 family mortgage19,10417%1.50%19,22015%1.76%
Residential line of credit5,9035%1.54%10,5346%2.58%
Multi-family mortgage6,9764%2.14%7,1742%4.08%
Commercial real estate:
Owner occupied12,59313%1.32%4,84913%0.52%
Non-owner occupied25,76823%1.49%44,14723%2.76%
Consumer and other10,8884%3.35%11,2405%3.54%
Total allowance$125,559100%1.65%$170,389100%2.41%

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

Year Ended December 31,
(dollars in thousands)202120202019(b)
Allowance for credit losses at beginning of period$170,389$31,139$28,932
Impact of adopting ASC 326 on non-purchased credit deteriorated loans30,888
Impact of adopting ASC 326 on purchased credit deteriorated loans558
Charge-offs:
Commercial and industrial(4,036)(11,735)(2,930)
Construction(30)(18)
Residential real estate:
1-to-4 family mortgage(154)(403)(220)
Residential line of credit(18)(22)(309)
Multi-family mortgage(1)
Commercial real estate:
Owner occupied(304)
Non-owner occupied(1,566)(711)(12)
Consumer and other(2,063)(2,112)(2,481)
Total charge-offs$(7,868)$(15,305)$(5,952)
Recoveries:
Commercial and industrial$861$1,712$136
Construction320511
Residential real estate:
1-to-4 family mortgage12512279
Residential line of credit115125138
Multi-family mortgage
Commercial real estate:
Owner occupied15683108
Non-owner occupied
Consumer and other773756634
Total recoveries$2,033$3,003$1,106
Net charge-offs(5,835)(12,302)(4,846)
Provision for credit losses(38,995)94,6067,053
Initial allowance for credit losses on loans purchased with credit deterioration25,500
Allowance for credit losses at the end of period$125,559$170,389$31,139
Ratio of net charge-offs during the period to average loans outstanding during the period(0.08)%(0.22)%(0.12)%
Allowance for credit losses as a percentage of loans at end of period(a)1.65%2.41%0.71%
Allowance for credit losses as a percentage of nonaccrual loans HFI(a)353.0%335.7%147.8%
Allowance for credit losses as a percentage of nonperforming loans at end of period(a)265.4%264.3%117.0%

(a) Excludes reserve for credit losses on unfunded commitments of $14.4 million, $16.4 million recorded in accrued expenses and other liabilities at December 31, 2021 and 2020, respectively.

(b) Prior to adopting CECL on January 1, 2020, we calculated our allowance for loan losses using an incurred loss approach.

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

Provision for credit lossesNet charge-offsAverage loans held for investmentRatio of annualized net (charge offs) recoveries to average loans
(dollars in thousands)
Year ended December 31, 2021
Commercial and industrial$4,178$(3,175)$1,271,476(0.25)%
Construction(29,874)(27)1,138,769%
Residential real estate:
1-to-4 family mortgage(87)(29)1,130,019%
Residential line of credit(4,728)97392,9070.02%
Multi-family mortgage(197)(1)310,874%
Commercial real estate::
Owner occupied7,588156917,3340.02%
Non-owner occupied(16,813)(1,566)1,683,413(0.09)%
Consumer and other938(1,290)352,421(0.37)%
Total$(38,995)$(5,835)$7,197,213(0.08)%
Year ended December 31, 2020
Commercial and industrial$13,830$(10,023)$1,278,794(0.78)%
Construction40,807187787,8810.02%
Residential real estate:
1-to-4 family mortgage6,408(281)874,270(0.03)%
Residential line of credit5,649103301,4490.03%
Multi-family mortgage5,506127,257%
Commercial real estate::
Owner occupied(1,739)(221)708,874(0.03)%
Non-owner occupied17,789(711)1,239,644(0.06)%
Consumer and other6,356(1,356)303,663(0.45)%
Total$94,606$(12,302)$5,621,832(0.22)%
Year ended December 31, 2019
Commercial and industrial$2,251$(2,794)$959,073(0.29)%
Construction45411524,386%
Residential real estate:
1-to-4 family mortgage(175)(141)644,006(0.02)%
Residential line of credit112(171)209,843(0.08)%
Multi-family mortgage(22)72,673%
Commercial real estate::
Owner occupied869108528,1240.02%
Non-owner occupied484(12)944,333%
Consumer and other3,080(1,847)267,152(0.69)%
Total$7,053$(4,846)$4,149,590(0.12)%

The allowance for credit losses was $125.6 million and $170.4 million and represented 1.65% and 2.41% of loans held for investment as of December 31, 2021 and 2020, respectively. Excluding PPP loans with a recorded investment totaling $212.6 million, our ACL as a percentage of total loans held for investment would have been 7 basis points higher as of December 31, 2020. There was no ACL attributable to PPP loan balances of $4.0 million outstanding as of December 31, 2021. PPP loans are federally guaranteed as part of the CARES Act, provided the remaining PPP loan recipients receive loan forgiveness under the SBA regulations. As such, there is minimal credit risk associated with these loans.

The primary reason for the decrease in the allowance for credit losses is due to changes in reasonable and supportable forecasts of macroeconomic variables during the year ended December 31, 2021, which resulted in projected decrease in lifetime losses and overall decrease in the ACL. Specifically, we performed additional qualitative evaluations for certain categories within our loan portfolio, in line with our established qualitative framework. This includes, but not limited to, the following: weighting the impact of the current economic outlook, status of federal government stimulus programs, and identifying specific industries or borrowers seeing credit improvement or deterioration specific to the COVID-19 pandemic. Specific industries subject to increased monitoring as a result of the COVID-19 pandemic included loans within retail

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lending, healthcare, hotel, transportation, restaurants and other leisure and recreational industries. As of December 31, 2021, our evaluation showed an improvement when compared to December 31, 2020, resulting in lower loss rates from improving economic variables. Additionally, we experienced an improvement in credit quality indicators including lower nonaccrual loans, lower special mention and classified assets, and lower past due loans compared to December 31, 2020. Charge-offs were most concentrated in our commercial and industrial portfolio, with a single relationship representing approximately 67% of loans within that segment. Continued loan growth or a decrease in net charge-offs could result in an increase in provision expense. Additionally, with the adoption of CECL beginning on January 1, 2020, our ACL is more sensitive to changes in CECL model assumptions and inputs, creating greater volatility in the amount of ACL recorded.

We also maintain an allowance for credit losses on unfunded commitments, which decreased to $14.4 million as of December 31, 2021 from $16.4 million as of December 31, 2020, also as a result of the improving macroeconomic forecasts incorporated into our CECL loss rate model.

Loans held for sale

Commercial loans held for sale

On August 15, 2020, the Company acquired a portfolio of commercial loans, including shared national credits and institutional healthcare loans, as part of the Franklin transaction that the Company has elected to account for as held for sale. The loans had a fair value of $79.3 million as of December 31, 2021 compared to $215.4 million as of December 31, 2020. The decrease is primarily attributable to loans within the portfolio being paid off through external refinancing and pay-downs. This decrease also includes a gain of $4.9 million recognized on the change in fair value of the portfolio; in addition, the Company recognized a gain of $6.3 million related to the pay-off of a loan that had been partially charged off prior to acquisition of the portfolio. These items resulted in a total gain of $11.2 million for the year ended December 31, 2021 which is included in 'other noninterest income' on the consolidated statement of income. This compares to gains on changes in fair value for the year ended December 31, 2020 of $3.2 million for valuation changes from the August 15, 2020 acquisition date through December 31, 2020.

Mortgage loans held for sale

Mortgage loans held for sale were $672.9 million at December 31, 2021 compared to $683.8 million at December 31, 2020. Interest rate lock volume for the years ended December 31, 2021 and 2020, totaled $7.16 billion and $8.94 billion, respectively. Generally, mortgage volume increases in lower interest rate environments and robust housing markets and decreases in rising interest rate environments and slower housing markets. The decrease in interest rate lock volume during the year ended December 31, 2021 reflects the slow down experienced across the industry compared with the year ended December 31, 2020 which benefited from historically low interest rates pre-empted by the COVID-19 Pandemic. Interest rate lock commitments in the pipeline were $0.49 billion as of December 31, 2021 compared with $1.19 billion as of December 31, 2020.

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

Deposits

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

Total deposits were $10.84 billion and $9.46 billion as of December 31, 2021 and 2020, respectively. Noninterest-bearing deposits at December 31, 2021 and 2020 were $2.74 billion and $2.27 billion, respectively, while interest-bearing deposits were $8.10 billion and $7.18 billion at December 31, 2021 and 2020, respectively. This deposit growth includes increases

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of $926.9 million and $164.1 million in interest-bearing demand and money market deposits, respectively, in each case compared to December 31, 2020. This was offset by declines in customer time and brokered and internet time deposits of $272.1 million and $34.1 million, respectively, in each case as of December 31, 2021 compared to balances as of December 31, 2020. This change in deposit composition is a result of our balance sheet management and focus on replacing time deposits with less costly funding sources.

Included in noninterest-bearing deposits are certain mortgage escrow and related customer deposits that our third-party servicing provider, Cenlar, transfers to the Bank which totaled $127.6 million and $148.0 million at December 31, 2021 and 2020, respectively. Additionally, our deposits from municipal and governmental entities (i.e. "public deposits") totaled $2.29 billion at December 31, 2021, compared to $1.68 billion at December 31, 2020.

Our deposit base also includes certain commercial and high net worth individuals that periodically place deposits with the Bank for short periods of time and can cause fluctuations from period to period in the overall level of customer deposits outstanding. These fluctuations may include certain deposits from related parties as disclosed within Note 24, "Related party transactions" in the notes to our consolidated financial statements included in this Report.

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

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

As of December 31,
202120202019
(dollars in thousands)Amount% of total depositsAverage rateAmount% of total depositsAverage rateAmount% of total depositsAverage rate
Deposit Type
Noninterest-bearing demand$2,740,21426%%$2,274,10324%%$1,208,17525%%
Interest-bearing demand3,418,66632%0.35%2,491,76526%0.61%1,014,87521%0.92%
Money market3,066,34728%0.36%2,902,23030%0.76%1,306,91326%1.42%
Savings deposits480,5894%0.06%352,6854%0.08%213,1224%0.15%
Customer time deposits1,103,59410%0.67%1,375,69515%1.52%1,171,50224%2.09%
Brokered and internet time deposits27,487%1.69%61,5591%0.90%20,351%2.27%
Total deposits$10,836,897100%0.30%$9,458,037100%0.62%$4,934,938100%1.10%
Total Uninsured Deposits$4,877,81945%$4,957,76652%$1,944,37339%
Customer Time Deposits
0.00-0.50%$792,02072%$454,42934%$18,9191%
0.51-1.00%97,6449%253,88318%140,68212%
1.01-1.50%78,5397%155,75511%55,5575%
1.51-2.00%36,0903%169,41412%338,99729%
2.01-2.50%44,6534%159,69912%312,52827%
Above 2.50%54,6485%182,51513%304,81926%
Total customer time deposits$1,103,594100%$1,375,695100%$1,171,502100%
Brokered and Internet Time Deposits
0.00-0.50%$99%$%$%
0.51-1.00%%%%
1.01-1.50%5952%5,6609%8,45342%
1.51-2.00%16,35860%42,31169%9,36846%
2.01-2.50%4,46416%5,3129%2,18211%
Above 2.50%5,97122%8,27613%3481%
Total brokered and internet time deposits$27,487100%$61,559100%$20,351100%
Total time deposits$1,131,081$1,437,254$1,191,853

At December 31, 2021, we held an estimated $4.88 billion in uninsured deposits. As of December 31, 2021, time deposits in excess of the FDIC insurance limit and the estimated portion of time deposits outstanding that are otherwise uninsured by maturity were as follows:

(dollars in thousands)Individual Instruments in Denominations that Meet or Exceed the FDIC Insurance LimitEstimated Aggregate Time Deposits that Exceed the FDIC Insurance Limit and Otherwise Uninsured Time Deposits
Months to maturity:
Three or less$62,643$60,537
Over Three to Six69,83771,761
Over Six to Twelve77,87877,909
Over Twelve92,93191,883
Total$303,289$302,090

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Other Earning Assets

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

We enter into agreements with certain customers to purchase investment securities under agreements to resell at specific dates in the future. This investment deploys some of our liquidity position into an instrument that improves the return on those funds in the current low rate environment. Additionally, we believe it positions us more favorably for a potential rising interest rate environment in the future. Securities purchased under agreements to resell totaled $74.2 million at December 31, 2021. There were no such securities outstanding as of December 31, 2020.

Investment portfolio

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

The fair value of our available-for-sale debt securities portfolio at December 31, 2021 was $1.68 billion compared to $1.17 billion at December 31, 2020. As of December 31, 2021 and 2020, the Company had $3.4 million and $4.6 million, respectively, in equity securities recorded at fair value that primarily consisted of mutual funds.

During the years ended December 31, 2021 and 2020, we purchased $847.2 million and $425.0 million in investment securities, respectively (excluding those acquired from Farmers National and merged from Franklin during the year ended December 31, 2020). The trade value of available-for-sale securities sold was $8.9 million during the year ended December 31, 2021 compared to $146.5 million during the year ended December 31, 2020. During the years ended December 31, 2021 and 2020, maturities and calls of securities totaled $296.3 million and $220.5 million, respectively.

As of December 31, 2021 and 2020, net unrealized gains of $4.7 million and $34.6 million, respectively, were included in the fair value of available-for-sale debt securities. During the years ended December 31, 2021 and 2020, the change in the fair value of equity securities and gain on sale resulted in a net gain of $198 thousand and $296 thousand, respectively.

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

As of December 31,
20212020
(dollars in thousands)Fair value% of total investment securitiesWeighted average yield (1)Fair value% of total investment securitiesWeighted average yield (1)
Treasury securities:
Maturing within one year$%%$16,6281.4%1.57%
Maturing in one to five years14,9080.9%1.24%%%
Maturing in five to ten years%%%%
Maturing after ten years%%%%
Total Treasury securities14,9080.9%1.24%16,6281.4%1.57%
Government agency securities:
Maturing within one year%%%%
Maturing in one to five years20,1411.2%1.33%%%
Maturing in five to ten years13,7290.8%1.40%2,0030.2%2.64%
Maturing after ten years%%%%
Total government agency securities33,8702.0%1.36%2,0030.2%2.64%
Municipal securities:
Maturing within one year21,8841.3%1.26%19,0341.6%1.07%
Maturing in one to five years19,9031.2%2.05%24,1842.1%2.06%
Maturing in five to ten years27,0861.6%3.38%37,3133.2%2.76%
Maturing after ten years269,73716.1%3.14%275,79823.5%3.12%
Total obligations of state and municipal subdivisions338,61020.2%2.97%356,32930.4%3.07%
Residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC:
Maturing within one year%%%%
Maturing in one to five years4,0410.2%2.55%2,9750.3%3.12%
Maturing in five to ten years17,3681.0%2.28%30,5962.6%2.47%
Maturing after ten years1,263,21375.3%1.51%761,35364.9%1.45%
Total residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC1,284,62276.5%1.53%794,92467.8%1.50%
Corporate securities:
Maturing within one year%%%%
Maturing in one to five years355%5.06%500%5.00%
Maturing in five to ten years6,1600.4%4.05%2,0160.2%4.19%
Maturing after ten years%%%%
Total Corporate securities6,5150.4%4.13%2,5160.2%4.35%
Total available-for-sale debt securities$1,678,525100.0%1.83%$1,172,400100.0%2.29%

(1)Yields on a tax-equivalent basis.

Borrowed funds

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

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

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Securities sold under agreements to repurchase

We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management programs a short-term return for their excess funds. Securities sold under agreements to repurchase totaled $40.7 million and $32.2 million at December 31, 2021 and 2020, respectively.

Subordinated debt

We have two wholly-owned subsidiaries that are statutory business trusts (“Trusts”). The Trusts were created for the sole purpose of issuing 30-year capital trust preferred securities to fund the purchase of junior subordinated debentures issued by the Company. As of December 31, 2021 and 2020, our $0.9 million investment in the Trusts was included in other assets in the accompanying consolidated balance sheets, and our $30.0 million obligation is reflected as junior subordinated debt, respectively. The junior subordinated debt bears interest at floating interest rates based on a spread over 3-month LIBOR plus 315 basis points (3.37% and 3.40% at December 31, 2021 and 2020, respectively) for the $21.7 million debenture and 3-month LIBOR plus 325 basis points (3.47% and 3.50% at December 31, 2021 and 2020, respectively) for the remaining $9.3 million. The $9.3 million debenture may be redeemed prior to the 2033 maturity date upon the occurrence of a special event, and the $21.7 million debenture may be redeemed prior to 2033 at our option. The Company classified both debentures as additional Tier 1 capital as of December 31, 2021 and 2020.

Additionally, during 2020, we placed $100.0 million of ten year fixed-to-floating rate subordinated notes, maturing September 1, 2030. This subordinated note instrument pays interest semi-annually in arrears based on a 4.5% fixed annual interest rate for the first five years of the notes. For years six through ten, the interest rate resets on a quarterly basis, and will be based on the 3-month Secured Overnight Financing Rate plus a spread of 439 basis points. We are entitled to redeem the notes in whole or in part on any interest payment date on or after September 1, 2025. The Company has classified the issuance, net of unamortized issuance costs of $1.4 million and $1.8 million, as Tier 2 capital at December 31, 2021 and 2020, respectively.

We also assumed two issues of subordinated debt, totaling $60,000, as part of the Franklin merger. The notes, issued by Franklin in 2016, feature $40,000 of 6.875% fixed-to-floating rate subordinated notes due March 30, 2026 ("March 2026 Subordinated Notes"), and $20,000 of 7% fixed-to-floating rate subordinated notes due July 1, 2026 ("July 2026 Subordinated Notes"). During the year ended December 31, 2021, we redeemed the two issues of subordinated debt in full. Additionally, during the year ended December 31, 2021, we recorded accretion of a purchase accounting premium of $369 thousand and $436 thousand, respectively, as a reduction to interest expense on borrowings. There was $60.0 million related to these issuances included as Tier 2 capital as of December 31, 2020.

Other borrowings

During the year ended December 31, 2020, we initiated a credit line in the amount of $20.0 million and borrowed $15.0 million against the line to fund the cash consideration paid in connection with the Farmers National transaction. The line of credit matured on February 21, 2021 and was repaid in full. Other borrowings on our consolidated balance sheets also includes our finance lease liability totaling $1.5 million and $1.6 million as of December 31, 2021 and 2020, respectively. See Note 9, "Leases" within the Notes to our consolidated financial statements for additional information regarding our finance lease.

Liquidity and capital resources

Bank liquidity management

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

We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of clients, while maintaining an appropriate balance between assets and liabilities to meet the return on investment

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objectives of our shareholders. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.

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

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

Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. As of December 31, 2021 and 2020, securities with a carrying value of $1.23 billion and $0.80 billion, respectively, were pledged to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments.

Additional sources of liquidity include federal funds purchased, reverse repurchase agreements, FHLB borrowings, and lines of credit. Interest is charged at the prevailing market rate on federal funds purchased, reverse repurchase agreements and FHLB advances. Funds and advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no outstanding overnight cash management advances or other advances with the FHLB as of December 31, 2021 or 2020. There was $1.23 billion and $1.18 billion as of December 31, 2021 and 2020, respectively available to borrow against.

We also maintain lines of credit with other commercial banks totaling $325.0 million and $335.0 million as of December 31, 2021 and 2020, respectively. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. There were no borrowings against the lines as of December 31, 2021 or 2020. Additionally, as of December 31, 2021, we had an additional $50.0 million available through the promontory network. No such line was available as of December 31, 2020.

Holding company liquidity management

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

Due to state banking laws, the Bank may not declare dividends in any calendar year in an amount exceeding the total of its net income for that year combined with its retained net income of the preceding two years, without the prior approval of the Tennessee Department of Financial Institutions. Based upon this regulation, as of December 31, 2021 and 2020, $170.8 million and $185.7 million of the Bank’s retained earnings were available for the payment of dividends without such prior approval. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the year ended December 31, 2021, there were $122.5 million in cash dividends approved by the board for payment from the Bank to the holding company. During the year ended December 31, 2020, the board approved a quarterly dividend from the Bank to the holding company amounting to approximately $48.8 million. None of these required approval from the TDFI. Subsequent to December 31, 2021, the board approved a dividend from the Bank to the holding company for $17.3 million that also did not require approval from the TDFI.

During the year ended December 31, 2021, the Company declared and paid shareholder dividends of $0.44 per share, or $21.2 million, respectively. During the year ended December 31, 2020, the Company declared and paid dividends of $0.36 per share, or $14.5 million, respectively. Subsequent to December 31, 2021, the Company declared a quarterly dividend in the amount of $0.13 per share, payable on February 22, 2022, to stockholders of record as of February 8, 2022.

The Company is party to a registration rights agreement with its former majority shareholder entered into in connection with the 2016 initial public offering, under which the Company is responsible for payment of expenses (other than

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underwriting discounts and commissions) relating to sales to the public by the shareholder of shares of the Company's common stock beneficially owned by him. Such expenses include registration fees, legal and accounting fees, and printing costs payable by the Company and expensed when incurred. During the year ended December 31, 2021, the Company paid $0.6 million under this agreement related to the secondary offering completed during the second quarter of 2021. No such expenses were incurred during the year ended December 31, 2020.

Shareholders’ equity and capital management

Our total shareholders’ equity was $1.43 billion at December 31, 2021 and $1.29 billion at December 31, 2020. Book value per share was $30.13 at December 31, 2021 and $27.35 at December 31, 2020, respectively. The growth in shareholders’ equity during 2021 was primarily attributable to earnings retention, partially offset by changes in accumulated other comprehensive income, declared dividends and activity related to equity-based compensation.

Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the TDFI, Federal Reserve and the FDIC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. The Federal Reserve and the FDIC have issued guidelines governing the levels of capital that banks must maintain. As of December 31, 2021 and 2020, we met all capital adequacy requirements for which we are subject. See additional discussion regarding our capital adequacy and ratios at within Note 21, "Minimum capital requirements" in the notes to our consolidated financial statements contained herein.

Critical accounting estimates

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and general practices within the banking industry. A summary of our accounting policies is included in "Part II- Item 8. Financial Statements and Supplementary Data - Note 1, "Basis of Presentation" of this Report. Certain of these policies require management to apply significant judgement and estimates, which can have a material impact on the carrying value of certain assets and liabilities, and we consider the below policies to be our critical accounting policies.

Allowance for credit losses

Description of policy and management's estimates:

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

As of January 1, 2020, our policy for the allowance for credit losses changed with the adoption of CECL. Our methodology to determine the overall appropriateness of the allowance for credit losses includes the use of lifetime loss rate models. The quantitative models require tailored loan data and macroeconomic variables based on the inherent credit risks in each portfolio to more accurately measure the credit risks associated with each. Each of the quantitative models pools loans with similar risk characteristics and collectively assesses the lifetime loss rate for each pool to estimate its expected credit loss. When a loan no longer shares similar risk characteristics with other loans in any given pool, the loan is individually assessed.

We utilize probability-weighted forecasts, which consider multiple macroeconomic variables from a third-party vendor that are applicable to the type of loan. The choice and weighting of the economic forecast scenarios, macroeconomic variables, and the reasonable and supportable period at the macroeconomic variable-level are reviewed and approved by the forecast governance committee based on expectations of future economic conditions.

We consider the need to qualitatively adjust our modeled quantitative expected credit loss estimate for information not already captured in the model loss estimation process. These qualitative factor adjustments may increase or decrease our estimate of expected credit losses. We review the qualitative adjustments so as to validate that information that has already been considered and included in the modeled quantitative loss estimation process is not also included in the

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

Sensitivity of estimates:

Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances associated with particular situations. Determining the ACL is complex and requires judgement by management about the effect of matters that are inherently uncertain. While management utilizes its best judgment and information available, the ultimate adequacy of the Company's ACL is dependent on a variety of factors beyond its control, including the performance of the portfolios and macroeconomic variables that go into economic forecasts provided by a third party. Management selects the macroeconomic forecast that is most reflective of expectations as of the evaluation date and changes to these variables could cause a significant increase or decrease in the level of ACL. Given the nature of the many factors, forecasts and assumptions in the ACL methodology, it is not possible to provide meaningful estimates of the impact of any such potential change.

Additional discussion can be found under the subheading "Asset quality" contained within management's discussion and analysis and within the notes to our consolidated financial statements contained herein, including Note 1, "Basis of Presentation" and Note 5, "Loans and allowance for credit losses".

Fair Value Measurements

Description of policy and management's estimates:

Investment securities

Debt securities are classified as held to maturity and carried at amortized cost, excluding accrued interest, when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Available-for-sale debt securities are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of applicable taxes. Unrealized losses resulting from credit losses for available-for-sale debt securities are recognized in earnings as a provision for credit losses. Unrealized losses that do not result from credit losses are excluded from earnings and reported as accumulated other comprehensive income, net of applicable taxes, which is included in equity. Accrued interest receivable is separated from other components of amortized cost and presented separately on the consolidated balance sheets.

Equity securities with readily determinable market values are carried at fair value on the balance sheet with any periodic changes in value made through adjustments to the statement of income. Equity securities without readily determinable market values are carried at cost less impairment and included in other assets on the consolidated balance sheets.

Interest income includes the amortization and accretion of purchase premium and discount. Premiums and discounts on securities are amortized on the level-yield method anticipating prepayments based upon the prior three month average monthly prepayments when available. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

We evaluate available-for-sale securities for expected credit losses at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. For securities in an unrealized loss position, consideration is given to the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, we consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.

When credit losses are expected to occur, the amount of the expected credit loss recognized in earnings depends on our intention to sell the security or if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If we intend to sell the security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the expected credit loss recognized in earnings is equal to the entire

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difference between its amortized cost basis and its fair value at the date it was determined to be impaired due to credit losses or other factors. The previous amortized cost basis less the impairment recognized in earnings becomes the new amortized cost basis of the investment.

However, if we do not intend to sell the security and it is not more likely than not to be required to sell the security before recovery of its amortized cost basis, the difference between the amortized cost and the fair value is separated into the amount representing the credit loss and the amount related to all other factors. If we determine a decline in fair value below the amortized cost basis of an available-for-sale investment security has resulted from credit related factors, we record a credit loss through an allowance for credit losses. The allowance for credit losses is limited by the amount that the fair value is less than amortized cost. The amount of the allowance for credit losses is determined based on the present value of cash flows expected to be collected and is recognized as a charge to earnings. The amount of the impairment related to other, non-credit related, factors is recognized in other comprehensive income, net of applicable taxes.

Loans held for sale

Loans originated and intended for sale in the secondary market, primarily mortgage loans, are carried at fair value as permitted under the guidance in ASC 825, “Financial Instruments” (“ASC 825”). Net gains (losses) resulting from fair value changes of these mortgage loans are recorded in income. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both mortgage loans held for sale and the related derivative instruments are recorded in “Mortgage banking income” in the Consolidated Statements of Income. Gains and losses are recognized in Mortgage banking income on the consolidated statements of income at the time the loan is closed. Pass through origination costs and related loan fees are also included in “Mortgage banking income”. Other expenses are classified in the appropriate noninterest expense accounts. Periodically, we will transfer mortgage loans originated for sale in the secondary markets into the loan portfolio based on current market conditions, the overall secondary marketability of the loan and the status of the loan. The loans are transferred into the portfolio at fair value at the date of transfer.

Government National Mortgage Association optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing and was the original transferor. At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100 percent of the remaining principal balance of the loan. Under FASB ASC Topic 860, “Transfers and Servicing,” this buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When we are deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be brought back onto the balance sheet as loans held for investment, regardless of whether we intend to exercise the buy-back option if the buyback option provides the transferor a more-than-trivial benefit. When repurchased, after meeting certain performance criteria, the loans are transferred to loans held for sale at fair value and are able to be regrouped into a new Ginnie Mae guaranteed security.

The Company acquired a portfolio of commercial loans, including shared national credits and institutional healthcare loans, as part of the Franklin transaction that the Company accounts for as held for sale. The Company elects the fair value option for recording commercial loans held for sale and the fair value is determined using current secondary market prices for loans with similar characteristics. The fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, credit metrics and collateral value when appropriate. Changes in fair value from the acquisition date fair value is booked through the mark-to-market using a third party fair value model and included in 'other noninterest income' on the consolidated statement of income.

Mortgage servicing rights

The Company accounts for its mortgage servicing rights under the fair value option as permitted under ASC 860-50-35, "Transfers and Servicing". The Company retains the right to service certain mortgage loans that it sells to secondary market investors. The retained mortgage servicing right is initially recorded at the fair value of future net cash flows expected to be realized for performing servicing activities. Fair value is determined using an income approach with various assumptions including expected cash flows, prepayment speeds, market discount rates, servicing costs, and other factors. These mortgage servicing rights are recognized as a separate asset on the date the corresponding mortgage loan is sold.

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Derivative financial instruments

We enter into cash flow hedges to mitigate the exposure to variability in expected future cash flows or other types of forecasted transactions. Changes in the fair value of the cash flow hedges, to the extent that the hedging relationship is effective, are recorded as other comprehensive income and are subsequently recognized in earnings at the same time that the hedged item is recognized in earnings. The ineffective portions of the changes in fair value of the hedging instruments are immediately recognized in earnings. The assessment of the effectiveness of the hedging relationship is evaluated under the hypothetical derivative method.

We utilize derivative instruments that are not designated as hedging instruments. The Company enters into swaps, interest rate cap and/or floor agreements with its customers and then enters into an offsetting derivative contract position with other financial institutions to mitigate the interest rate risk associated with these customer contracts. Because these derivative instruments are not designated as hedging instruments, changes in the fair value of the derivative instruments are recognized currently in earnings.

We enter into commitments to originate and purchase loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Rate-lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value in other assets or liabilities, with changes in fair value recorded in mortgage banking income. Fair value is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered.

We utilize forward loan sale contracts to mitigate the interest rate risk inherent in our mortgage loan pipeline and held-for-sale portfolio. Forward loan sale contracts are contracts for delayed delivery of mortgage loans. We agree to deliver on a specified future date, a specified instrument, at a specified price or yield. However, the contract may allow for cash settlement. The credit risk inherent to us arises from the potential inability of counterparties to meet the terms of their contracts. In the event of non-acceptance by the counterparty, we would be subject to the credit and inherent (or market) risk of the loans retained. Such contracts are accounted for as derivatives and, along with related fees paid to investor are recorded at fair value in derivative assets or liabilities, with changes in fair value recorded in mortgage banking income. Fair value is based on the estimated amounts that we would receive or pay to terminate the commitment at the reporting date.

We utilize two methods to deliver mortgage loans sold to an investor. Under a “best efforts” sales agreement, the Company enters into a sales agreement with an investor in the secondary market to sell the loan when an interest rate-lock commitment is entered into with a customer, as described above. Under a “best efforts” sales agreement, the Company is obligated to sell the mortgage loan to the investor only if the loan is closed and funded. Thus, the Company will not incur any liability to an investor if the mortgage loan commitment in the pipeline fails to close. The Company also utilizes “mandatory delivery” sales agreements. Under a mandatory delivery sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor should the Company fail to satisfy the contract. Mandatory commitments are recorded at fair value in the Company’s Consolidated Balance Sheets. Gains and losses arising from changes in the valuation of these commitments are recognized currently in earnings and are reflected under the line item “Other noninterest income” on the Consolidated Statements of Income.

A hierarchical disclosure framework associated with the level of pricing observability is utilized in measuring financial instruments at fair value. See Note. 18, "Fair Value" in the consolidated financial statements herein for additional disclosures regarding the fair value of our assets and liabilities, including a description of the fair value hierarchy.

Sensitivity of estimates:

Management applies various valuation methodologies to assets and liabilities which often involve a significant degree of judgment, particularly when liquid markets do not exist for those items. Quoted market prices are referred to when estimating fair values for certain assets, including most investment securities, while secondary market pricing is referred to in estimating the fair value of mortgage loans held for sale. For those items which an observable liquid market does not exist, management utilizes significant estimates and assumption to value such items. These valuations require the use of various assumptions, including, among others, estimating prepayment speeds, discount rates, cash flows, default rates, cost of servicing, and liquidation values, which are also subject to economic variables. In addition to valuation, the Company must assess whether there are any declines in value below the carrying value of assets that require recognition of a loss in the consolidated statement of income. The use of different assumptions could produce significantly different results, which could have a significant impact on the Company’s results of operations, financial condition or disclosures.

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Due to the number of estimates and judgments management applies, it is not possible to provide meaningful estimates of all those assets and liabilities measured at fair value. A sensitivity analysis on changes to key assumptions in determination of fair value of our mortgage servicing rights is included within Note 10, "Mortgage servicing rights" in the notes to the consolidated financial statements contained herein.

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