Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(mark one)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 000-31225

pnfplogoa13.jpg, Inc.
(Exact name of registrant as specified in its charter)
Tennessee
 
62-1812853
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
150 Third Avenue South, Suite 900, Nashville, Tennessee
 
37201
(Address of principal executive offices)
 
(Zip Code)
(615) 744-3700
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changes since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x
No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit such files).
Yes  x
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.  (Check one):
Large Accelerated Filer x
Accelerated Filer o
Non-accelerated Filer  o
(do not check if you are a smaller reporting company)
Smaller reporting company o  
 
Emerging growth company o  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o
No x

As of October 31, 2018 there were 77,888,834 shares of common stock, $1.00 par value per share, issued and outstanding.


Table of Contents

Pinnacle Financial Partners, Inc.
Report on Form 10-Q
September 30, 2018

TABLE OF CONTENTS
Page No.
 
 
 
 

2

Table of Contents

FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, included in this report, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "expect," "aim," "anticipate," "intend," "may", "should," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to:  (i) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (ii) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits; (iii) the inability of Pinnacle Financial, or entities in which it has significant investments, like Bankers Healthcare Group, LLC (BHG), to maintain the historical growth rate of its, or such entities', loan portfolio; (iv) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (v) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (vi) the impact of competition with other financial institutions, including pricing pressures (including those resulting from the Tax Cuts and Jobs Act) and the resulting impact on Pinnacle Financial’s results, including as a result of compression to net interest margin; (vii) greater than anticipated adverse conditions in the national or local economies including in Pinnacle Financial's markets throughout Tennessee, North Carolina, South Carolina and Virginia,  particularly in commercial and residential real estate markets; (viii) fluctuations or unanticipated changes in interest rates on loans or deposits or that affect the yield curve; (ix) the results of regulatory examinations; (x) a merger or acquisition; (xi) risks of expansion into new geographic or product markets; (xii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or intangible assets; (xiii) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Bank as quickly as anticipated or at all), to retain financial advisors (including as a result of the competitive environment resulting from the Tax Cuts and Jobs Act) or otherwise to attract customers from other financial institutions; (xiv) further deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xv) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies, required capital maintenance levels or regulatory requests or directives, particularly if Pinnacle Financial's level of applicable commercial real estate loans exceed percentage levels of total capital in guidelines recommended by its regulators; (xvi) risks associated with litigation, including the applicability of insurance coverage; (xvii) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xviii) the vulnerability of Pinnacle Bank's network and online banking portals, and the systems of parties with whom Pinnacle Financial contracts, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xix) the possibility of increased compliance costs or other operational expenses as a result of increased regulatory oversight, including oversight of companies in which Pinnacle Financial or Pinnacle Bank have significant investments, like BHG, and the development of additional banking products for Pinnacle Bank's corporate and consumer clients; (xx) the risks associated with Pinnacle Financial and Pinnacle Bank being a minority investor in BHG, including the risk that the owners of a majority of the equity interests in BHG decide to sell the company if not prohibited from doing so by Pinnacle Financial or Pinnacle Bank; (xxi) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxii) the availability and access to capital; (xxiii) adverse results (including costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or regulatory actions; and (xxiv) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle Financial's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this report, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.


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Item 1.
Part I. Financial Information
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
 
September 30, 2018
 
December 31, 2017
ASSETS
 
 
 
Cash and noninterest-bearing due from banks
$
145,638

 
$
176,553

Interest-bearing due from banks
394,129

 
496,911

Federal funds sold and other
11,313

 
106,132

Cash and cash equivalents
551,080

 
779,596

 
 
 
 
Securities available-for-sale, at fair value
3,004,582

 
2,515,283

Securities held-to-maturity (fair value of $192.5 million and $20.8 million at Sept. 30, 2018 and Dec. 31, 2017, respectively)
194,997

 
20,762

Consumer loans held-for-sale
47,417

 
103,729

Commercial loans held-for-sale
11,402

 
25,456

 
 
 
 
Loans
17,464,009

 
15,633,116

Less allowance for loan losses
(79,985
)
 
(67,240
)
Loans, net
17,384,024

 
15,565,876

 
 
 
 
Premises and equipment, net
268,387

 
266,014

Equity method investment
221,302

 
221,667

Accrued interest receivable
73,366

 
57,440

Goodwill
1,807,121

 
1,808,002

Core deposits and other intangible assets
48,737

 
56,710

Other real estate owned
17,467

 
27,831

Other assets
927,663

 
757,334

Total assets
$
24,557,545

 
$
22,205,700

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

Deposits:
 

 
 

Noninterest-bearing
$
4,476,925

 
$
4,381,386

Interest-bearing
3,195,657

 
2,987,291

Savings and money market accounts
7,262,968

 
6,548,964

Time
3,471,965

 
2,534,061

Total deposits
18,407,515

 
16,451,702

Securities sold under agreements to repurchase
130,217

 
135,262

Federal Home Loan Bank advances
1,520,603

 
1,319,909

Subordinated debt and other borrowings
465,487

 
465,505

Accrued interest payable
20,944

 
10,480

Other liabilities
115,738

 
114,890

Total liabilities
20,660,504

 
18,497,748

Stockholders' equity:
 

 
 

Preferred stock, no par value; 10.0 million shares authorized; no shares issued and outstanding

 

Common stock, par value $1.00; 180.0 million shares authorized at Sept. 30, 2018 and 90.0 million shares authorized at Dec. 31, 2017; 77.9 million and 77.7 million shares issued and outstanding at Sept. 30, 2018 and Dec. 31, 2017, respectively
77,867

 
77,740

Additional paid-in capital
3,123,323

 
3,115,304

Retained earnings
750,363

 
519,144

Accumulated other comprehensive loss, net of taxes
(54,512
)
 
(4,236
)
Total stockholders' equity
3,897,041

 
3,707,952

Total liabilities and stockholders' equity
$
24,557,545

 
$
22,205,700

See accompanying notes to consolidated financial statements (unaudited).

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Table of Contents

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except per share data)
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2018
 
2017
 
2018
 
2017
Interest income:
 
 
 
 
 
 
 
Loans, including fees
$
221,901

 
$
183,570

 
$
621,873

 
$
389,093

Securities:
 
 
 
 
 

 
 

Taxable
12,209

 
12,067

 
35,179

 
26,765

Tax-exempt
10,074

 
4,620

 
25,709

 
8,533

Federal funds sold and other
3,926

 
1,639

 
7,861

 
3,376

Total interest income
248,110

 
201,896

 
690,622

 
427,767

 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 

 
 

Deposits
44,172

 
19,104

 
100,920

 
38,216

Securities sold under agreements to repurchase
165

 
148

 
438

 
277

Federal Home Loan Bank advances and other borrowings
14,353

 
9,734

 
43,137

 
20,984

Total interest expense
58,690

 
28,986

 
144,495

 
59,477

Net interest income
189,420

 
172,910

 
546,127

 
368,290

Provision for loan losses
8,725

 
6,920

 
25,058

 
17,384

Net interest income after provision for loan losses
180,695

 
165,990

 
521,069

 
350,906

 
 
 
 
 
 
 
 
Noninterest income:
 
 
 
 
 

 
 

Service charges on deposit accounts
6,404

 
5,921

 
18,289

 
13,955

Investment services
5,237

 
3,660

 
15,250

 
9,592

Insurance sales commissions
2,126

 
2,123

 
7,293

 
5,444

Gain on mortgage loans sold, net
3,902

 
5,963

 
11,423

 
14,785

Gain on sale of investment securities, net
11

 

 
41

 

Trust fees
3,087

 
2,636

 
9,768

 
6,019

Income from equity method investment
14,236

 
8,937

 
33,286

 
25,514

Other noninterest income
16,475

 
14,008

 
48,250

 
33,392

Total noninterest income
51,478

 
43,248

 
143,600

 
108,701

 
 
 
 
 
 
 
 
Noninterest expense:
 
 
 
 
 

 
 

Salaries and employee benefits
69,117

 
64,288

 
196,948

 
146,316

Equipment and occupancy
19,252

 
16,590

 
55,203

 
36,978

Other real estate expense
67

 
513

 
92

 
827

Marketing and other business development
3,293

 
2,222

 
8,084

 
6,228

Postage and supplies
1,654

 
1,755

 
5,984

 
4,074

Amortization of intangibles
2,616

 
3,077

 
7,973

 
5,745

Merger related expense

 
8,847

 
8,259

 
12,740

Other noninterest expense
17,991

 
12,444

 
50,935

 
30,679

Total noninterest expense
113,990

 
109,736

 
333,478

 
243,587

Income before income taxes
118,183

 
99,502

 
331,191

 
216,020

Income tax expense
24,436

 
35,060

 
67,069

 
68,839

Net income
$
93,747

 
$
64,442

 
$
264,122

 
$
147,181

Per share information:
 
 
 
 
 

 
 

Basic net income per common share
$
1.22

 
$
0.84

 
$
3.42

 
$
2.48

Diluted net income per common share
$
1.21

 
$
0.83

 
$
3.41

 
$
2.46

Weighted average shares outstanding:
 
 
 
 
 

 
 

Basic
77,145,023

 
76,678,584

 
77,116,377

 
59,371,202

Diluted
77,490,977

 
77,232,098

 
77,442,554

 
59,910,344


See accompanying notes to consolidated financial statements (unaudited).

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Table of Contents

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(dollars in thousands)

 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
93,747

 
$
64,442

 
$
264,122

 
$
147,181

Other comprehensive income (loss), net of tax:
 
 
 
 
 

 
 

Change in fair value on available-for-sale securities, net of tax
(16,899
)
 
(967
)
 
(53,167
)
 
133

Change in fair value of cash flow hedges, net of tax
783

 
239

 
3,453

 
1,307

Amortization of net unrealized gains on securities transferred from available-for-sale to held-to-maturity, net of tax

(10
)
 
(47
)
 
(103
)
 
(160
)
Gain on cash flow hedges reclassified from other comprehensive income into net income, net of tax
(145
)
 
(139
)
 
(429
)
 
(204
)
Net gain on sale of investment securities reclassified from other comprehensive income into net income, net of tax
(8
)
 

 
(30
)
 

Total other comprehensive income (loss), net of tax
(16,279
)
 
(914
)
 
(50,276
)
 
1,076

Total comprehensive income
$
77,468

 
$
63,528

 
$
213,846

 
$
148,257


See accompanying notes to consolidated financial statements (unaudited).

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Table of Contents

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(dollars and shares in thousands)


 
Common Stock
 
 
 
 
 
 
 
 
 
Shares
 
Amounts
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comp. Income (Loss), net
 
Total Stockholder's Equity
Balance at December 31, 2016
46,359

 
$
46,359

 
$
1,083,491

 
$
381,072

 
$
(14,227
)
 
$
1,496,695

Exercise of employee common stock options and related tax benefits
194

 
194

 
3,627

 

 

 
3,821

Common dividends paid

 

 

 
(24,983
)
 

 
(24,983
)
Issuance of restricted common shares, net of forfeitures
264

 
264

 
(264
)
 

 

 

Issuance of common equity, net of costs
3,220

 
3,220

 
188,974

 

 

 
192,194

Common stock issued in conjunction with acquisition of BNC Bancorp, net of issuance costs
27,687

 
27,687

 
1,820,146

 

 

 
1,847,833

Restricted shares withheld for taxes and related tax benefit
(72
)
 
(72
)
 
(4,808
)
 

 

 
(4,880
)
Compensation expense for restricted shares

 

 
14,412

 

 

 
14,412

Net income

 

 

 
147,181

 

 
147,181

Other comprehensive income

 

 

 

 
1,076

 
1,076

Balance at September 30, 2017
77,652

 
$
77,652

 
$
3,105,578

 
$
503,270

 
$
(13,151
)
 
$
3,673,349

 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
77,740

 
$
77,740

 
$
3,115,304

 
$
519,144

 
$
(4,236
)
 
$
3,707,952

Exercise of employee common stock options and related tax benefits
90

 
90

 
1,610

 

 

 
1,700

Common dividends paid

 

 

 
(32,903
)
 

 
(32,903
)
Issuance of restricted common shares, net of forfeitures
141

 
141

 
(141
)
 

 

 

Restricted shares withheld for taxes and related tax benefit
(104
)
 
(104
)
 
(6,704
)
 

 

 
(6,808
)
Compensation expense for restricted shares

 

 
13,254

 

 

 
13,254

Net income

 

 

 
264,122

 

 
264,122

Other comprehensive loss

 

 

 

 
(50,276
)
 
(50,276
)
Balance at September 30, 2018
77,867

 
$
77,867

 
$
3,123,323

 
$
750,363

 
$
(54,512
)
 
$
3,897,041


See accompanying notes to consolidated financial statements (unaudited).

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Table of Contents

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
 
Nine months ended
September 30,
 
2018
 
2017
Operating activities:
 
 
 
Net income
$
264,122

 
$
147,181

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Net amortization/accretion of premium/discount on securities
14,366

 
8,388

Depreciation, amortization and accretion
(20,959
)
 
(14,848
)
Provision for loan losses
25,058

 
17,384

Gain on mortgage loans sold, net
(11,423
)
 
(14,785
)
Investment gains on sales, net
(41
)
 

Stock-based compensation expense
13,254

 
14,412

Deferred tax expense
17,339

 
15,646

Losses (gains) on dispositions of other real estate and other investments
(259
)
 
74

Income from equity method investment
(33,286
)
 
(25,514
)
   Dividends received from equity method investment
33,651

 
19,372

Excess tax benefit from stock compensation
(2,953
)
 
(4,608
)
Gain on commercial loans sold, net
(1,985
)
 
(791
)
Commercial loans held for sale:
 

 
 

Loans originated
(226,551
)
 
(116,013
)
Loans sold
242,590

 
119,007

Consumer loans held for sale:
 

 
 

Loans originated
(941,991
)
 
(772,239
)
Loans sold
964,747

 
756,729

Decrease (increase) in other assets
(31,805
)
 
793

Increase (decrease) in other liabilities
14,626

 
(30,057
)
Net cash provided by operating activities
318,500

 
120,131

Investing activities:
 

 
 

Activities in securities available-for-sale:
 

 
 

Purchases
(1,023,876
)
 
(1,158,038
)
Sales
22,702

 
7,492

Maturities, prepayments and calls
243,678

 
207,209

Activities in securities held-to-maturity:
 

 
 

Maturities, prepayments and calls
5,280

 
4,115

Increase in loans, net
(1,757,157
)
 
(1,194,966
)
Purchases of software, premises and equipment
(18,478
)
 
(36,045
)
Proceeds from sales of software, premises and equipment
458

 
23

Proceeds from sale of other real estate
13,204

 
6,931

Acquisitions, net of cash acquired

 
155,142

Purchase of bank owned life insurance policies
(100,000
)
 
(55,000
)
Increase in other investments
(47,687
)
 
(22,508
)
Net cash used in investing activities
(2,661,876
)
 
(2,085,645
)
Financing activities:
 

 
 

Net increase in deposits
1,957,566

 
825,060

Net decrease in securities sold under agreements to repurchase
(5,045
)
 
(18,460
)
Advances from Federal Home Loan Bank:
 

 
 

Issuances
1,439,906

 
1,934,750

Payments/maturities
(1,239,198
)
 
(717,048
)
Decrease in other borrowings, net
(240
)
 
(190
)
Principal payments of capital lease obligation
(118
)
 
(111
)
Proceeds from common stock issuance, net

 
192,194

Exercise of common stock options and stock appreciation rights, net of repurchase of restricted shares
(5,107
)
 
(1,060
)
Common stock dividends paid
(32,904
)
 
(24,984
)
Net cash provided by financing activities
2,114,860

 
2,190,151

Net increase (decrease) in cash and cash equivalents
(228,516
)
 
224,637

Cash and cash equivalents, beginning of period
779,596

 
183,645

Cash and cash equivalents, end of period
$
551,080

 
$
408,282


See accompanying notes to consolidated financial statements (unaudited).

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Table of Contents

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Summary of Significant Accounting Policies

Nature of Business — Pinnacle Financial Partners, Inc. (Pinnacle Financial) is a bank holding company whose primary business is conducted by its wholly-owned subsidiary, Pinnacle Bank. Pinnacle Bank is a commercial bank headquartered in Nashville, Tennessee. Pinnacle Financial completed its acquisitions of CapitalMark Bank & Trust (CapitalMark), Magna Bank (Magna), Avenue Financial Holdings, Inc. (Avenue) and BNC Bancorp (BNC) on July 31, 2015, September 1, 2015, July 1, 2016 and June 16, 2017, respectively. Pinnacle Financial and Pinnacle Bank also collectively hold a 49% interest in Bankers Healthcare Group, LLC (BHG), a full-service commercial loan provider to healthcare and other professional practices. Pinnacle Bank provides a full range of banking services, including investment, mortgage, insurance, and comprehensive wealth management services, in its 11 primarily urban markets within Tennessee, the Carolinas and Virginia.

Basis of Presentation — The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (U.S. GAAP).  All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by the report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2017 (2017 10-K).

These consolidated financial statements include the accounts of Pinnacle Financial and its wholly-owned subsidiaries. Certain statutory trust affiliates of Pinnacle Financial, as noted in Note 12. Subordinated Debt and Other Borrowings are included in these consolidated financial statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for loan losses, determination of any impairment of intangible assets and the valuation of deferred tax assets. There have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in the 2017 10-K.

Goodwill — ASC 350-35-3 provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the quantitative two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. Based on the qualitative assessment, if an entity determines that the fair value of a reporting unit is more than its carrying amount, the quantitative two-step goodwill impairment test is not required. Pinnacle Financial performed its annual qualitative assessment as of September 30, 2018. As a result of this assessment, Pinnacle Financial believes that it is not more likely than not that the fair value of our entity is less than book value, and accordingly, the assessment indicates there is no impairment of goodwill as of September 30, 2018. As such, the additional two-step quantitative assessment was not required.


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Table of Contents

Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for each of the nine months ended September 30, 2018 and September 30, 2017 was as follows (in thousands):
 
For the nine months ended
September 30,
 
2018
 
2017
Cash Transactions:
 
 
 
Interest paid
$
136,154

 
$
56,804

Income taxes paid, net
55,525

 
53,199

Noncash Transactions:
 

 
 

Loans charged-off to the allowance for loan losses
22,316

 
16,308

Loans foreclosed upon and transferred to other real estate owned
2,066

 
3,573

Loans foreclosed upon and transferred to other assets
1,580

 
641

Other real estate sales financed
276

 

Available-for-sale securities transferred to held-to-maturity portfolio
179,763

 

Held-for-sale loans transferred to held-for-investment loan portfolio
44,980

 

Common stock issued in connection with acquisition (1)

 
1,858,133


(1) See Note 2 to these consolidated financial statement for more detailed information.

Income Per Common Share — Basic net income per common share (EPS) is computed by dividing net income by the weighted average common shares outstanding for the period. Diluted EPS reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted. The difference between basic and diluted weighted average shares outstanding is attributable to common stock options, common stock appreciation rights, restricted share awards, and restricted share unit awards. The dilutive effect of outstanding options, common stock appreciation rights, restricted share awards, and restricted share unit awards is reflected in diluted EPS by application of the treasury stock method.

The following is a summary of the basic and diluted net income per share calculations for the three and nine months ended September 30, 2018 and 2017 (in thousands, except per share data):
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2018
2017
 
2018
2017
Basic net income per share calculation:
 
 
 
 
 
Numerator - Net income
$
93,747

$
64,442

 
$
264,122

$
147,181

 
 
 
 
 
 
Denominator - Weighted average common shares outstanding
77,145

76,679

 
77,116

59,371

Basic net income per common share
$
1.22

$
0.84

 
$
3.42

$
2.48

 
 
 
 
 
 
Diluted net income per share calculation:
 
 
 
 

 

Numerator – Net income
$
93,747

$
64,442

 
$
264,122

$
147,181

 
 
 
 
 
 
Denominator - Weighted average common shares outstanding
77,145

76,679

 
77,116

59,371

Dilutive shares contingently issuable
346

554

 
326

539

Weighted average diluted common shares outstanding
77,491

77,232

 
77,443

59,910

Diluted net income per common share
$
1.21

$
0.83

 
$
3.41

$
2.46


On January 27, 2017, Pinnacle Financial completed the issuance and sale of 3,220,000 shares of common stock (including 420,000 shares issued as a result of the underwriter exercising its over-allotment option) in an underwritten public offering, which shares are included in the share count above. The net proceeds of the offering, after deducting the underwriting discount and offering expenses, were approximately $192.2 million. Also, Pinnacle Financial issued 27,687,100 shares of common stock in conjunction with the acquisition of BNC on June 16, 2017.

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Recently Adopted Accounting Pronouncements    In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU make more financial and non-financial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. The amendments will be effective for public companies for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. Pinnacle Financial early adopted this standard in the first quarter of 2018 and subsequently entered into three hedging transactions during the nine months ended September 30, 2018, all of which are eligible for hedge accounting as a result of the new standard, as noted in Note 9. Derivative Instruments.

In March 2017, the FASB issued Accounting Standards Update No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendment in this ASU shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. The amendment does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted with modified retrospective application. Pinnacle Financial elected to early adopt this standard in the first quarter of 2018 and it continues to have no material impact to its consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendment in this ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those periods. There has been no material impact on Pinnacle Financial's consolidated financial statements due to the adoption of this standard in the first quarter of 2018.

In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230) intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. The guidance became effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Pinnacle Financial adopted this standard in the first quarter of 2018 and it continues to have no material impact to its consolidated financial statements, with the exception of dividends received from its and Pinnacle Bank's equity method investments which were reclassified from cash flow from investments to operating cash flow.

In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) which, among other things, (i) requires equity investments, excluding those accounted for under the equity method or that result in consolidation, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU 2016-01 became effective for Pinnacle Financial in the first quarter of 2018 and continues to have no material impact on its consolidated financial statements. See Note 10. Fair Value of Financial Instruments for disclosure of the fair value of financial instruments based on an exit price notion as required by ASU 2016-01.


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In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606 ), which was developed as a joint project with the International Accounting Standards Board to remove inconsistencies in revenue requirements and provide a more robust framework for addressing revenue issues. The ASU's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14, which deferred the effective date by one year (i.e., interim and annual reporting periods beginning after December 15, 2017). Pinnacle Financial adopted the ASU during the first quarter of 2018, as required, using a modified retrospective approach. The majority of Pinnacle Financial's revenue stream is generated from interest income on loans and securities, which are outside the scope of Topic 606. Pinnacle Financial’s sources of income that fall within the scope of Topic 606 include service charges on deposits, investment services, insurance sales commissions, trust fees, interchange fees and gains and losses on sales of other real estate, all of which are presented within noninterest income. Pinnacle Financial has evaluated the effect of Topic 606 on these fee-based income streams and concluded that adoption of the standard did not materially impact its financial statements. The following is a summary of the implementation considerations for the revenue streams that fall within the scope of Topic 606:

Service charges on deposits, investment services, trust fees and interchange fees — Fees from these services are either transaction based, for which the performance obligations are satisfied when the individual transaction is processed, or set periodic service charges, for which the performance obligations are satisfied over the period the service is provided. Transaction-based fees are recognized at the time the transaction is processed, and periodic service charges are recognized over the service period. The adoption of Topic 606 had no impact on Pinnacle Financial's revenue recognition practice for these services.

Insurance sales commissions — Insurance commissions are received from insurance companies in return for the placement of policies with customers. While additional services, such as claims assistance, may be provided over the term of the policy, the revenues are substantially earned at the time of policy placement. The only contingency in earning the revenue relates to the potential for subsequent cancellation of policies. Accordingly, revenue is recognized at the time of policy placement, net of an allowance for estimated policy cancellations. The adoption of Topic 606 had no impact on Pinnacle Financial's revenue recognition related to insurance sales commissions.

Gains on sales of other real estate — ASU 2014-09 also creates Topic 610-20, under which a gain on sale should be recognized when a contract for sale exists and control of the asset has been transferred to the buyer. Topic 606 lists several criteria which must exist to conclude that a contract for sale exists, including a determination that the institution will collect substantially all of the consideration to which it is entitled. This presents a key difference between the prior and new guidance related to the recognition of the gain when the institution finances the sale of the property. Rather than basing recognition on the amount of the buyer's initial investment, which was the primary consideration under prior guidance, the analysis is now based on various factors including not only the loan to value ratio, but also the credit quality of the borrower, the structure of the loan, and any other factors that may affect collectability. While these differences may affect the decision to recognize or defer gains on sales of other real estate in circumstances where Pinnacle Bank has financed the sale, the effects would not be material to Pinnacle Financial's consolidated financial statements.

Recently Issued Accounting Pronouncements, not yet adopted In August 2018, the FASB issued Accounting Standards Update 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those periods. Early adoption is permitted. If this standard had been effective as of the date of the financial statements included in this report, there would have been no impact on Pinnacle Financial's consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements. This update is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new disclosure guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. Pinnacle Financial is currently evaluating the impact this change will have on its consolidated financial statements and disclosures.

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In February 2018, the FASB issued Accounting Standards Update 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU addressed the income tax accounting treatment of the stranded tax effects within other comprehensive income due to the newly enacted federal corporate tax rate included in the Tax Cuts and Jobs Act issued December 22, 2017. These amendments allow an entity to make a reclassification from other comprehensive income to retained earnings for the difference between the historical corporate income tax rate and the newly enacted corporate income tax rate. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted with retrospective application. This standard will not have a material impact on Pinnacle Financial's consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment to simplify how entities other than private companies, such as public business entities and not-for-profit entities, are required to test goodwill for impairment by eliminating the comparison of the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those periods. If this standard had been effective as of the date of the financial statements included in this report, there would have been no impact on Pinnacle Financial's consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases which requires recognition in the statement of financial position of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The guidance requires that a lessee should recognize lease assets and lease liabilities as compared to previous GAAP that did not require lease assets and lease liabilities to be recognized for operating leases. The guidance becomes effective for Pinnacle Financial on January 1, 2019.  Had this standard been effective as of September 30, 2018, we would have recorded a right of use asset and lease liability of approximately $70 million. In July 2016, the FASB issued Accounting Standards Update 2018-10, Codification Improvements to Topic 842, Leases which provides technical corrections and improvements to ASU 2016-02. It is not anticipated that this update will have an impact on our adoption of ASU 2016-02. Also in July 2016, the FASB issued Accounting Standards Update 2018-11, Leases (Topic 842): Targeted Improvements which provides an optional transition method to adopt the new requirements of ASU 2016-02 as of the adoption date with no adjustment to the presentation or disclosure of comparative prior periods included in the financial statements in the period of adoption. Pinnacle Financial intends to elect the optional transition method which will result in presentation of periods prior to adoption under the prior lease guidance of ASC Topic 840.

In June 2016, the FASB issued Accounting Standards Update 2016-13Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (CECL), which introduces the current expected credit losses methodology. Among other things, CECL requires the measurement of all expected credit losses for financial assets, including loans and held-to-maturity debt securities, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The new model will require institutions to calculate all probable and estimable losses that are expected to be incurred through the financial asset's entire life through a provision for credit losses, including loans obtained as a result of any acquisition not deemed to be purchased credit deteriorated (PCD). CECL also requires the allowance for credit losses for PCD loans to be determined in a manner similar to that of other financial assets measured at amortized cost; however, the initial allowance will be added to the purchase price rather than recorded as provision expense. The disclosure of credit quality indicators related to the amortized cost of financing receivables will be further disaggregated by year of origination (or vintage). Institutions are to apply the changes through a cumulative-effect adjustment to their retained earnings as of the beginning of the first reporting period in which the standard is effective. The amendments are effective for fiscal years beginning after December 15, 2019. Early application will be permitted for fiscal years beginning after December 15, 2018. Pinnacle Financial is currently assessing the impact of the new guidance on its consolidated financial statements. An increase in the overall allowance for loan losses is likely upon adoption in order to provide for expected credit losses over the life of the loan portfolio.

Other than those pronouncements discussed above and those which have been recently adopted, we do not believe there were any other recently issued accounting pronouncements that are expected to materially impact Pinnacle Financial.

Subsequent Events  Accounting Standards Codification (ASC) Topic 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. Pinnacle Financial evaluated all events or transactions that occurred after September 30, 2018 through the date of the issued financial statements. Pinnacle Financial entered into multiple hedging transactions in October that have been more fully disclosed in Note 9. Derivative Instruments. Additionally, consistent with the investment policy, during the month of October, Pinnacle Financial sold $119.9 million in available-for-sale securities for net unrealized losses, net of tax, of $1.1 million. The net unrealized loss will be reclassified from accumulated other comprehensive income into net income. Other than the above-noted transaction, no other subsequent events were noted.

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Note 2. Acquisitions
 
BNC Bancorp. On June 16, 2017, Pinnacle Financial consummated its merger with BNC. Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 22, 2017, by and between Pinnacle Financial and BNC, BNC merged with and into Pinnacle Financial, with Pinnacle Financial continuing as the surviving corporation (the BNC Merger). On that same day, Pinnacle Bank and Bank of North Carolina, BNC's wholly-owned bank subsidiary, merged, with Pinnacle Bank continuing as the surviving entity.

The following summarizes the consideration paid and an allocation of purchase price to net assets acquired (in thousands):
 
Number of Shares
 
Amount
Equity consideration:
 
 
 
Common stock issued
27,687,100

 
$
1,858,133

Total equity consideration
 
 
$
1,858,133

Non-equity consideration:
 
 
 
Cash paid to redeem common stock
 
 
$
129

Total consideration paid
 
 
$
1,858,262

Allocation of total consideration paid:
 
 
 
Fair value of net assets assumed including estimated identifiable intangible assets
 
 
$
602,689

Goodwill
 
 
1,255,573

 
 
 
$
1,858,262

 
Pinnacle Financial recorded costs incurred in connection with the issuance of Pinnacle Financial common stock resulting from the BNC Merger of $7.2 million, net of related tax benefits, as a reduction to additional paid in capital. Certain merger-related expenses resulting from cultural and systems integrations, as well as stock-based compensation expense incurred as a result of change-in-control provisions applicable to assumed equity-based awards were recorded as merger-related expense.

Goodwill originating from the BNC Merger resulted primarily from anticipated synergies arising from the combination of certain operational areas of the businesses of BNC and Pinnacle Financial as well as the purchase premium inherent in buying a complete and successful banking operation. Goodwill associated with the BNC Merger is not amortizable for book or tax purposes. Adjustments totaling $82.0 million were recorded to goodwill to appropriately reflect the valuation of the acquired loan portfolio, OREO acquired, and certain liabilities assumed and have been included in the table below.


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Pinnacle Financial accounted for the BNC Merger under the acquisition method in accordance with ASC Topic 805. Accordingly, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of merger. Purchase price allocations related to the acquisition of BNC have been completed and are reflected in the following table (in thousands):
 
As of June 16, 2017
 
BNC
Historical Cost Basis
 
Fair Value Adjustments (1)
 
As Recorded by Pinnacle Financial
Assets
 
 
 
 
 
Cash and cash equivalents
$
155,271

 
$

 
$
155,271

Investment securities
643,875

 
1,667

 
645,542

Loans (2)
5,782,720

 
(181,430
)
 
5,601,290

Mortgage loans held for sale
27,026

 

 
27,026

Other real estate owned (3)
20,143

 
1,382

 
21,525

Core deposit and other intangible (4)

 
50,422

 
50,422

Property, plant and equipment (5)
156,805

 
(3,341
)
 
153,464

Other assets (6)
320,988

 
54,057

 
375,045

Total Assets
$
7,106,828

 
$
(77,243
)
 
$
7,029,585

 
 
 
 
 
 
Liabilities
 
 
 

 
 

Interest-bearing deposits (7)
$
5,003,653

 
$
4,355

 
$
5,008,008

Non-interest bearing deposits
1,199,342

 

 
1,199,342

Borrowings (8)
183,389

 
(6,412
)
 
176,977

Other liabilities (9)
35,729

 
6,840

 
42,569

Total Liabilities
$
6,422,113

 
$
4,783

 
$
6,426,896

Net Assets Acquired
$
684,715

 
$
(82,026
)
 
$
602,689


Explanation of certain fair value adjustments:
(1)
The amount represents the adjustment of the book value of BNC's assets and liabilities to their estimated fair value on the date of acquisition. Fair value adjustments were updated subsequent to the merger date based on the results of finalized valuation assessments.
(2)
The amount represents the adjustment of the net book value of BNC's loans to their estimated fair value based on interest rates and expected cash flows as of the date of acquisition, which includes estimates of expected credit losses inherent in the portfolio of approximately 2.6% of the 3.1% mark on the acquired loan portfolio.
(3)
This adjustment reflects the Day 1 value of OREO properties.
(4)
The amount represents the fair value of the core deposit intangible asset representing the intangible value of the deposit base acquired and the fair value of the customer relationship intangible assets representing the intangible value of customer relationships acquired.
(5)
The amount represents the adjustment of the net book value of BNC's property, plant and equipment to estimated fair value based on market values of similar assets.
(6)
The amount represents the deferred tax asset recognized on the fair value adjustment of BNC's acquired assets and assumed liabilities and an adjustment to the Day 1 fair value of an alternative investment.
(7)
The amount represents the adjustment necessary because the weighted average interest rate of BNC's deposits exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio.
(8)
The amount represents the combined adjustment necessary because the weighted average interest rate of BNC's subordinated debt issuance exceeded the cost of similar funding at the time of acquisition and because the weighted average interest rate of BNC's trust preferred securities issuances was lower than the cost of similar funding at the time of acquisition. The combined fair value adjustments will be amortized to increase future interest expense over the lives of the instruments.
(9)
The amount represents the adjustment to accrue obligations that existed but had not been recorded as of the acquisition date and the fair value of BNC lease obligations.


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Supplemental Pro Forma Combined Results of Operations
For the three months ended September 30, 2017, BNC was included in the operations of PNFP and, as such, no supplemental proforma information is necessary. The supplemental proforma information below for the nine months ended September 30, 2017 gives effect to the BNC acquisition as if it had occurred on January 1, 2017. These results combine the historical results of BNC into Pinnacle Financial's consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair value adjustments, they are not indicative of what would have occurred had the BNC Merger taken place on the indicated date nor are they intended to represent or be indicative of future results of operations. In particular, no adjustments have been made to eliminate the amount of BNC's provision for credit losses for the nine months ended September 30, 2017 that may not have been necessary had the acquired loans been recorded at fair value as of the beginning of 2017. Additionally, these financial statements were not adjusted for non-recurring expenses, such as merger-related expenses incurred by either Pinnacle Financial or BNC. Pinnacle Financial expects to achieve operating cost savings and other business synergies as a result of the acquisition which are also not reflected in the proforma amounts.
(dollars in thousands)
 
Nine Months Ended
September 30, 2017
Revenue (1)
 
$
619,326

Income before income taxes
 
261,516


(1) Net interest income plus noninterest income.

Note 3. Equity method investment

A summary of BHG's financial position as of September 30, 2018 and December 31, 2017 and results of operations as of and for the three and nine months ended September 30, 2018 and 2017, were as follows (in thousands):
 
As of
 
September 30, 2018
 
December 31, 2017
Assets
$
436,693

 
$
330,030

 
 
 
 
Liabilities
322,323

 
224,837

Membership interests
114,370

 
105,193

Total liabilities and membership interests
$
436,693

 
$
330,030


 
For the three months ended
September 30,
 
For the nine months ended
September 30,
 
2018
 
2017
 
2018
 
2017
Revenues
$
59,133

 
$
41,997

 
$
151,937

 
$
113,244

Net income
$
30,933

 
$
20,428

 
$
69,039

 
$
54,453


At September 30, 2018, technology, trade name and customer relationship intangibles, net of related amortization, totaled $11.3 million compared to $13.4 million as of December 31, 2017. Amortization expense of $693,000 and $2.1 million, respectively, was included for the three and nine months ended September 30, 2018 compared to $832,000 and $2.5 million, respectively, for the same periods in the prior year. Accretion income of $719,000 and $2.2 million, respectively, was included in the three and nine months ended September 30, 2018 compared to $758,000 and $2.3 million, respectively, for the same periods in the prior year.

During the three and nine months ended September 30, 2018, Pinnacle Financial and Pinnacle Bank received dividends from BHG of $10.2 million and $33.7 million, respectively, in the aggregate compared to $4.5 million and $19.4 million, respectively, for the same periods in the prior year. Earnings from BHG are included in Pinnacle Financial's consolidated tax return. Profits from intercompany transactions are eliminated. No loans were purchased from BHG by Pinnacle Bank for the three and nine month periods ended September 30, 2018 or 2017, respectively.


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Note 4.  Securities

The amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2018 and December 31, 2017 are summarized as follows (in thousands):
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
September 30, 2018:
 
 
 
 
 
 
 
Securities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities
$
30,573

 
$

 
$
45

 
$
30,528

U.S. government agency securities
64,640

 
45

 
1,500

 
63,185

Mortgage-backed securities
1,334,640

 
3,268

 
43,363

 
1,294,545

State and municipal securities
1,240,136

 
1,995

 
29,860

 
1,212,271

Asset-backed securities
334,547

 
870

 
759

 
334,658

Corporate notes and other
69,738

 
617

 
960

 
69,395

 
$
3,074,274

 
$
6,795

 
$
76,487

 
$
3,004,582

Securities held-to-maturity:
 

 
 

 
 

 
 

State and municipal securities
$
194,997

 
$
9

 
$
2,506

 
$
192,500

 
$
194,997

 
$
9

 
$
2,506

 
$
192,500

December 31, 2017:
 
 
 
 
 
 
 
Securities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities
$
30,505

 
$

 
$
60

 
$
30,445

U.S. government agency securities
182,500

 
67

 
1,766

 
180,801

Mortgage-backed securities
1,270,625

 
5,318

 
12,124

 
1,263,819

State and municipal securities
774,949

 
12,251

 
2,588

 
784,612

Asset-backed securities
173,346

 
262

 
316

 
173,292

Corporate notes and other
81,615

 
1,346

 
647

 
82,314

 
$
2,513,540

 
$
19,244

 
17,501

 
$
2,515,283

Securities held-to-maturity:
 

 
 

 
 

 
 

State and municipal securities
$
20,762

 
$
114

 
$
46

 
$
20,830

 
$
20,762

 
$
114

 
$
46

 
$
20,830

 
During the third quarter of 2018, Pinnacle Financial transferred, at fair value, $179.8 million of municipal securities from the available-for-sale portfolio to the held-to-maturity portfolio. The related unrealized after tax losses of $2.2 million remained in accumulated other comprehensive income (loss) and will be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities. No gains or losses were recognized at the time of transfer. At September 30, 2018, approximately $1.35 billion of securities within Pinnacle Financial's investment portfolio were pledged to secure either public funds and other deposits or securities sold under agreements to repurchase. At September 30, 2018, repurchase agreements comprised of secured borrowings totaled $130.2 million and were secured by $130.2 million of pledged U.S. government agency securities, municipal securities, asset backed securities, and corporate debentures. As the fair value of securities pledged to secure repurchase agreements may decline, Pinnacle Financial regularly evaluates its need to pledge additional securities to remain adequately secured.


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The amortized cost and fair value of debt securities as of September 30, 2018 by contractual maturity are shown below. Actual maturities may differ from contractual maturities of mortgage- and asset-backed securities since the mortgages and assets underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories in the following summary (in thousands):
 
Available-for-sale
 
Held-to-maturity
September 30, 2018:
Amortized
Cost
 
Fair
Value
 
Amortized
 Cost
 
Fair
Value
Due in one year or less
$
34,856

 
$
34,802

 
$
315

 
$
316

Due in one year to five years
77,055

 
77,059

 
6,066

 
6,044

Due in five years to ten years
159,471

 
157,274

 
7,997

 
7,875

Due after ten years
1,133,705

 
1,106,244

 
180,619

 
178,265

Mortgage-backed securities
1,334,640

 
1,294,545

 

 

Asset-backed securities
334,547

 
334,658

 

 

 
$
3,074,274

 
$
3,004,582

 
$
194,997

 
$
192,500


At September 30, 2018 and December 31, 2017, the following investments had unrealized losses. The table below classifies these investments according to the term of the unrealized losses of less than twelve months or twelve months or longer (in thousands):
 
Investments with an Unrealized Loss of
less than 12 months
 
Investments with an Unrealized Loss of
12 months or longer
 
Total Investments with an
Unrealized Loss
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized
Losses
At September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
30,284

 
$
39

 
$
244

 
$
6

 
$
30,528

 
$
45

U.S. government agency securities
13,605

 
360

 
45,118

 
1,140

 
58,723

 
1,500

Mortgage-backed securities
289,149

 
5,951

 
807,418

 
37,412

 
1,096,567

 
43,363

State and municipal securities
1,144,600

 
29,599

 
108,653

 
5,663

 
1,253,253

 
35,262

Asset-backed securities
204,638

 
741

 
4,505

 
18

 
209,143

 
759

Corporate notes
22,329

 
260

 
18,681

 
700

 
41,010

 
960

Total temporarily-impaired securities
$
1,704,605

 
$
36,950

 
$
984,619

 
$
44,939

 
$
2,689,224

 
$
81,889

 
 
 
 
 
 
 
 
 
 
 
 
At December 31, 2017
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
29,948

 
$
60

 
$

 
$

 
$
29,948

 
$
60

U.S. government agency securities
173,677

 
1,766

 

 

 
173,677

 
1,766

Mortgage-backed securities
607,408

 
5,042

 
285,561

 
7,082

 
892,969

 
12,124

State and municipal securities
115,403

 
1,408

 
50,083

 
1,226

 
165,486

 
2,634

Asset-backed securities
68,742

 
198

 
14,136

 
118

 
82,878

 
316

Corporate notes
22,168

 
547

 
11,944

 
100

 
34,112

 
647

Total temporarily-impaired securities
$
1,017,346

 
$
9,021

 
$
361,724

 
$
8,526

 
$
1,379,070

 
$
17,547


The applicable dates for determining when securities were in an unrealized loss position were September 30, 2018 and December 31, 2017. As such, it is possible that a security had a market value that exceeded its amortized cost on other days during the past twelve-month periods ended September 30, 2018 and December 31, 2017, but is not in the "Investments with an Unrealized Loss of less than 12 months" category above.

As shown in the tables above, including both available-for-sale and held-to-maturity investment securities, at September 30, 2018, Pinnacle Financial had approximately $81.9 million in unrealized losses on $2.69 billion of securities. The unrealized losses associated with the $179.8 million of municipal securities transferred from the available-for-sale portfolio to the held-to-maturity portfolio represent unrealized losses since the date of purchase, independent of the impact associated with changes in the cost basis upon transfer between portfolios. The unrealized losses associated with these investment securities are driven by changes in interest rates and are not due to the credit quality of the securities.  These securities will continue to be monitored as a part of Pinnacle Financial's ongoing impairment analysis. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments. Because Pinnacle Financial currently does not intend to sell those securities that have an unrealized loss at September 30, 2018, and it is not more-likely-than-not that Pinnacle Financial will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, Pinnacle Financial does not consider these securities to be other-than-temporarily impaired at September 30, 2018.

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Periodically, available-for-sale securities may be sold or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes. Additionally, if an available-for-sale security loses its investment grade or tax-exempt status, the underlying credit support is terminated or collection otherwise becomes uncertain based on factors known to management, Pinnacle Financial will consider selling the security, but will review each security on a case-by-case basis as these factors become known. Consistent with the investment policy, during the nine months ended September 30, 2018 available-for-sale securities of approximately $22.7 million were sold and net unrealized gains, net of tax, of $30,000 were reclassified from accumulated other comprehensive income into net income.

The carrying values of Pinnacle Financial's investment securities could decline in the future if the financial condition of issuers deteriorates and management determines it is probable that Pinnacle Financial will not recover the entire amortized cost bases of the securities.  As a result, there is a risk that other-than-temporary impairment charges may occur in the future. Additionally, there is a risk that other-than-temporary impairment charges may occur in the future if management's intention to hold these securities to maturity and/or recovery changes. 


Note 5. Loans and Allowance for Loan Losses

For financial reporting purposes, Pinnacle Financial classifies its loan portfolio based on the underlying collateral utilized to secure each loan. This classification is consistent with those utilized in the Quarterly Report of Condition and Income filed by Pinnacle Bank with the Federal Deposit Insurance Corporation (FDIC).

Pinnacle Financial uses five loan categories: commercial real estate mortgage, consumer real estate mortgage, construction and land development, commercial and industrial, and consumer and other.
Commercial real estate mortgage loans. Commercial real estate mortgage loans are categorized as such based on investor exposures where repayment is largely dependent upon the operation, refinance, or sale of the underlying real estate. Commercial real estate mortgage loans also includes owner occupied commercial real estate which Pinnacle Financial believes shares a similar risk profile to Pinnacle Financial's commercial and industrial products.
Consumer real estate mortgage loans. Consumer real estate mortgage consists primarily of loans secured by 1-4 family residential properties, including home equity lines of credit.
Construction and land development loans. Construction and land development loans include loans where the repayment is dependent on the successful operation of the related real estate project. Construction and land development loans include 1-4 family construction projects and commercial construction endeavors such as warehouses, apartments, office and retail space and land acquisition and development.
Commercial and industrial loans. Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes.
Consumer and other loans. Consumer and other loans include all loans issued to individuals not included in the consumer real estate mortgage classification. Examples of consumer and other loans are automobile loans, credit cards and loans to finance education, among others.

Commercial loans receive risk ratings assigned by a financial advisor and approved by a senior credit officer subject to validation by Pinnacle Financial's independent loan review department.  Risk ratings are categorized as pass, special mention, substandard, substandard-nonaccrual or doubtful-nonaccrual.  Pinnacle Financial believes that its categories follow those used by Pinnacle Bank's primary regulators.  At September 30, 2018, approximately 81.2% of Pinnacle Financial's loan portfolio was analyzed as a commercial loan type with a specifically assigned risk rating.  Consumer loans and small business loans are generally not assigned an individual risk rating but are evaluated as either accrual or nonaccrual based on the performance of the individual loans.  However, certain consumer real estate mortgage loans and certain consumer and other loans receive a specific risk rating due to the loan proceeds being used for commercial purposes even though the collateral may be of a consumer loan nature.
 
Risk ratings are subject to continual review by a financial advisor and a senior credit officer. At least annually, Pinnacle Financial's credit procedures require that every risk rated loan of $1.0 million or more be subject to a formal credit risk review process by the assigned financial advisor. Each loan's risk rating is also subject to review by Pinnacle Financial's independent loan review department, which reviews a substantial portion of Pinnacle Financial's risk rated portfolio annually. Included in the coverage are independent loan reviews of loans in targeted higher-risk portfolio segments such as certain commercial and industrial loans, land loans and/or loan types in certain geographies.
 

19

Table of Contents

The following table presents Pinnacle Financial's loan balances by primary loan classification and the amount within each risk rating category. Pass rated loans include all credits other than those included in special mention, substandard, substandard-nonaccrual and doubtful-nonaccrual which are defined as follows:

Special mention loans have potential weaknesses that deserve management's close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in Pinnacle Financial's credit position at some future date.
Substandard loans are inadequately protected by the current net worth and financial capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize collection of the debt.  Substandard loans are characterized by the distinct possibility that Pinnacle Financial could sustain some loss if the deficiencies are not corrected.
Substandard-nonaccrual loans are substandard loans that have been placed on nonaccrual status.
Doubtful-nonaccrual loans have all the characteristics of substandard-nonaccrual loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

The following table outlines the amount of each loan classification categorized into each risk rating category as of September 30, 2018 and December 31, 2017 (in thousands):

 
Commercial real estate - mortgage
Consumer real estate - mortgage
Construction and land development
Commercial and industrial
Consumer
and other
Total
September 30, 2018
 
 
 
 
 
 
Pass
$
7,058,133

$
2,766,126

$
2,046,299

$
4,866,409

$
366,723

$
17,103,690

Special Mention
30,291

10,534

3,002

31,213

724

75,764

Substandard (1)
96,729

13,234

6,313

90,345

66

206,687

Substandard-nonaccrual
29,966

25,266

3,395

18,280

961

77,868

Doubtful-nonaccrual






Total loans
$
7,215,119

$
2,815,160

$
2,059,009

$
5,006,247

$
368,474

$
17,464,009

December 31, 2017
 
 
 
 
 
 
Pass
$
6,487,368

$
2,503,688

$
1,880,704

$
4,014,656

$
351,359

$
15,237,775

Special Mention
94,134

18,356

8,148

46,898

1,177

168,713

Substandard (1)
72,044

21,053

13,468

62,529

79

169,173

Substandard-nonaccrual
16,064

18,117

5,968

17,258

48

57,455

Doubtful-nonaccrual






Total loans
$
6,669,610

$
2,561,214

$
1,908,288

$
4,141,341

$
352,663

$
15,633,116


(1)
Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators for loans classified as substandard, excluding the impact of nonaccrual loans and troubled debt restructurings. Potential problem loans, which are not included in nonaccrual loans, amounted to approximately $202.5 million at September 30, 2018, compared to $164.0 million at December 31, 2017.

Loans acquired with deteriorated credit quality are recorded pursuant to the provisions of ASC 310-30, and are referred to as purchase credit impaired loans. The following table provides a rollforward of purchase credit impaired loans from December 31, 2017 through September 30, 2018 (in thousands):

 
Gross Carrying Value
Accretable
Yield
Nonaccretable
Yield
Net Carrying
Value
December 31, 2017
$
74,324

$
(132
)
$
(31,537
)
$
42,655

Year-to-date settlements
(21,332
)
21

12,262

(9,049
)
September 30, 2018
$
52,992

$
(111
)
$
(19,275
)
$
33,606



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Certain of these loans have been deemed to be collateral dependent and, as such, no accretable yield has been recorded for these loans. The carrying value is adjusted for additional draws, pursuant to contractual arrangements, offset by loan paydowns. Year-to-date settlements include both loans that were charged-off as well as loans that were paid off, typically as a result of refinancings at other institutions.
 
For the three and nine months ended September 30, 2018, the average balance of impaired loans was $82.3 million and $73.3 million, respectively, compared to $39.5 million and $36.3 million for the same periods in 2017. Pinnacle Financial's policy is that the accrual of interest income will be discontinued when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is more than 90 days past due, unless the loan is both well secured and in the process of collection. As such, at the date the above mentioned loans were placed on nonaccrual status, Pinnacle Financial reversed all previously accrued interest income against current year earnings. Pinnacle Financial's policy is that once a loan is placed on nonaccrual status each subsequent payment is reviewed on a case-by-case basis to determine if the payment should be applied to interest or principal pursuant to regulatory guidelines. Pinnacle Financial recognized no interest income from cash payments received on nonaccrual loans during the nine months ended September 30, 2018 compared to no interest income from cash payments received on nonaccrual loans during the three months ended September 30, 2017 and approximately $65,000 during the nine months ended September 30, 2017. Had these nonaccruing loans been on accruing status, interest income would have been higher by $1.1 million and $2.8 million, respectively, for the three and nine months ended September 30, 2018 compared to $849,000 and $2.1 million, respectively, higher for the three and nine months ended September 30, 2017.

Impaired loans, as disclosed in the table below, include troubled debt restructurings, nonaccrual loans, and loans deemed to be impaired but that continue to accrue interest. The following tables detail the recorded investment, unpaid principal balance and related allowance of Pinnacle Financial's impaired loans at September 30, 2018 and December 31, 2017 by loan classification (in thousands):

 
At September 30, 2018
 
At December 31, 2017
 
Recorded investment
Unpaid principal balances
Related allowance
 
Recorded investment
Unpaid principal balances
Related allowance
Impaired loans with an allowance:
 
 
 
 
 
 
Commercial real estate – mortgage
$
10,282

$
10,305

$
461

 
$
1,850

$
1,863

$
95

Consumer real estate – mortgage
15,746

15,808

490

 
8,028

8,079

410

Construction and land development
563

564

15

 
2,522

2,528

66

Commercial and industrial
8,908

8,939

1,265

 
12,521

12,644

1,627

Consumer and other
961

980

147

 



Total
$
36,460

$
36,596

$
2,378

 
$
24,921

$
25,114

$
2,198

 
 
 
 
 
 
 
 
Impaired loans without an allowance:
 

 

 
 

 

 

Commercial real estate – mortgage
$
21,457

$
21,481

$

 
$
16,364

$
16,514

$

Consumer real estate – mortgage
6,382

6,419


 
4,144

4,174


Construction and land development
2,884

2,883


 
2,645

2,650


Commercial and industrial
16,678

16,662


 
10,905

10,902


Consumer and other



 



Total
$
47,401

$
47,445

$

 
$
34,058

$
34,240

$

 
 
 
 
 
 
 
 
Total impaired loans
$
83,861

$
84,041

$
2,378

 
$
58,979

$
59,354

$
2,198




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The following table details the average recorded investment and the amount of interest income recognized on a cash basis for the three and nine months ended September 30, 2018 and 2017, respectively, of impaired loans by loan classification (in thousands):
 
For the three months ended
September 30,
 
For the nine months ended
September 30,
 
2018
 
2017
 
2018
 
2017
 
Average recorded investment
Interest income recognized
 
Average recorded investment
Interest income recognized
 
Average recorded investment
Interest income recognized
 
Average recorded investment
Interest income recognized
Impaired loans with an allowance:
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate – mortgage
$
13,474

$

 
$
264

$

 
$
9,297

$

 
$
350

$

Consumer real estate – mortgage
14,162


 
4,593


 
11,476


 
4,230


Construction and land development
1,150


 
81


 
1,301


 
78


Commercial and industrial
7,470


 
12,235


 
9,345


 
10,068


Consumer and other
912


 
362


 
651


 
532


Total
$
37,168

$

 
$
17,535

$

 
$
32,070

$

 
$
15,258

$

 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans without an allowance:
 

 

 
 

 

 
 

 

 
 

 

Commercial real estate – mortgage
$
22,029

$

 
$
6,981

$

 
$
18,702

$

 
$
4,638

$

Consumer real estate – mortgage
5,699


 
7,003


 
5,034


 
6,122


Construction and land development
1,442


 
1,324


 
1,382


 
1,702

65

Commercial and industrial
16,008


 
6,673


 
16,096


 
8,573


Consumer and other


 


 


 


Total
$
45,178

$

 
$
21,981

$

 
$
41,214

$

 
$
21,035

$
65

 
 
 
 
 
 
 
 
 
 
 
 
Total impaired loans
$
82,346

$

 
$
39,516

$

 
$
73,284

$

 
$
36,293

$
65

 
At September 30, 2018 and December 31, 2017, there were $6.1 million and $6.6 million, respectively, of troubled debt restructurings that were performing as of their restructure date and which were accruing interest. Troubled commercial loans are restructured by specialists within Pinnacle Bank's Special Assets Group, and all restructurings are approved by committees and/or credit officers separate and apart from the normal loan approval process.  These specialists are charged with reducing Pinnacle Financial's overall risk and exposure to loss in the event of a restructuring by obtaining some or all of the following:  improved documentation, additional guaranties, increase in curtailments, reduction in collateral release terms, additional collateral or other similar strategies.

The  following table outlines the amount of each loan category where troubled debt restructurings were made during the three and nine months ended September 30, 2018 and 2017 (dollars in thousands):
 
Three months ended
September 30,
 
Nine months ended
September 30,
2018
Number
of contracts
 
Pre Modification Outstanding Recorded Investment
 
Post Modification Outstanding Recorded Investment, net of related allowance
 
Number
of contracts
 
Pre Modification Outstanding Recorded Investment
 
Post Modification Outstanding Recorded Investment, net of related allowance
Commercial real estate – mortgage

 
$

 
$

 

 
$

 
$

Consumer real estate – mortgage
1

 
169

 
169

 
2

 
206

 
206

Construction and land development
1

 
348

 
348

 
1

 
348

 
348

Commercial and industrial

 

 

 

 

 

Consumer and other

 

 

 

 

 

 
2

 
$
517

 
$
517

 
3

 
$
554

 
$
554

 
 
 
 
 
 
 
 
 
 
 
 
2017
 

 
 

 
 

 
 

 
 

 
 

Commercial real estate – mortgage

 
$

 
$

 

 
$

 
$

Consumer real estate – mortgage

 

 

 
1

 
7

 
5

Construction and land development

 

 

 

 

 

Commercial and industrial
1

 
501

 
145

 
3

 
2,472

 
1,773

Consumer and other

 

 

 

 

 

 
1

 
$
501

 
$
145

 
4

 
$
2,479

 
$
1,778



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Table of Contents

During the nine months ended September 30, 2018 and 2017, Pinnacle Financial did not have any troubled debt restructurings that subsequently defaulted within twelve months of the restructuring.

At both September 30, 2018 and December 31, 2017, the allowance for loan losses included no allowance specifically related to accruing troubled debt restructurings, which are classified as impaired loans pursuant to U.S. GAAP, but which loans continued to accrue interest at contractual rates at those dates.

In addition to the loan metrics above, Pinnacle Financial analyzes its commercial loan portfolio to determine if a concentration of credit risk exists to any industries. Pinnacle Financial utilizes broadly accepted industry classification systems in order to classify borrowers into various industry classifications.  Pinnacle Financial has a credit exposure (loans outstanding plus unfunded lines of credit) exceeding 25% of Pinnacle Bank's total risk-based capital to borrowers in the following industries at September 30, 2018 with the comparative exposures for December 31, 2017 (in thousands):

 
September 30, 2018
 
 
 
Outstanding Principal Balances
 
Unfunded Commitments
 
Total exposure
 
Total Exposure at December 31,
2017
Lessors of nonresidential buildings
$
3,146,798

 
$
692,316

 
$
3,839,114

 
$
3,483,597

Lessors of residential buildings
983,084

 
269,344

 
1,252,428

 
1,151,676

Hotels (except Casino Hotels) and Motels
760,355

 
157,315

 
917,670

 
836,320

New Housing For-Sale Builders
459,501

 
567,914

 
1,027,415

 
780,137


Additionally, Pinnacle Financial monitors two ratios regarding construction and commercial real estate lending as part of its concentration management processes.  Both ratios are calculated by dividing certain types of loan balances for each of the two categories by Pinnacle Bank’s total risk-based capital. At September 30, 2018 and December 31, 2017, Pinnacle Bank’s construction and land development loans as a percentage of total risk-based capital were 87.8% and 89.4%, respectively. Non-owner occupied commercial real estate and multifamily loans (including construction and land development loans) as a percentage of total risk-based capital were 287.6% and 297.1% as of September 30, 2018 and December 31, 2017, respectively. Banking regulations have established guidelines for the construction ratio of less than 100% of total risk-based capital and for the non-owner occupied ratio of less than 300% of total risk-based capital. When a bank’s ratios are in excess of one or both of these guidelines, banking regulations generally require an increased level of monitoring in these lending areas by bank management. While Pinnacle Bank was in excess of the 300% guideline for the first six months of 2018, at September 30, 2018, Pinnacle Bank was within the 100% and 300% guidelines and has established what it believes to be appropriate controls to monitor its lending in these areas as it aims to keep the level of these loans to below the 100% and 300% thresholds.

The table below presents past due balances by loan classification and segment at September 30, 2018 and December 31, 2017, allocated between accruing and nonaccrual status (in thousands):

 
Accruing
 
Nonaccruing
 
September 30, 2018
30-89 days past due and accruing
90 days or more past due and accruing
Total past due and accruing
Current and accruing
Purchase credit impaired
 
Nonaccrual (1)
Nonaccruing purchase credit impaired
Total loans
Commercial real estate:
 
 
 
 
 
 
 
 
 
Owner-occupied
$
7,756

$

$
7,756

$
2,656,228

$
2,769

 
$
19,738

$
1,754

$
2,688,245

All other
2,633


2,633

4,504,385

11,382

 
5,591

2,883

4,526,874

Consumer real estate – mortgage
13,358


13,358

2,772,801

3,735

 
19,165

6,101

2,815,160

Construction and land development
3,368


3,368

2,049,468

2,778

 
2,024

1,371

2,059,009

Commercial and industrial
10,741

1,128

11,869

4,975,290

808

 
18,256

24

5,006,247

Consumer and other
4,361

645

5,006

362,507


 
961


368,474

Total
$
42,217

$
1,773

$
43,990

$
17,320,679

$
21,472

 
$
65,735

$
12,133

$
17,464,009


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Table of Contents

 
Accruing
 
Nonaccruing
 
December 31, 2017
30-89 days past due and accruing
90 days or more past due and accruing
Total past due and accruing
Current and accruing
Purchase credit impaired
 
Nonaccrual (1)
Nonaccruing purchase credit impaired
Total loans
Commercial real estate:
 
 
 
 
 
 
 
 
 
Owner-occupied
$
6,772

$
104

$
6,876

$
2,435,819

$
4,820

 
$
11,395

$
1,105

$
2,460,015

All other
16,559


16,559

4,177,454

12,018

 
704

2,860

4,209,595

Consumer real estate – mortgage
14,835

1,265

16,100

2,521,748

5,249

 
9,320

8,797

2,561,214

Construction and land development
4,136

146

4,282

1,894,560

3,478

 
2,878

3,090

1,908,288

Commercial and industrial
7,406

1,348

8,754

4,114,127

1,154

 
17,222

84

4,141,341

Consumer and other
6,311

1,276

7,587

345,076


 


352,663

Total
$
56,019

$
4,139

$
60,158

$
15,488,784

$
26,719

 
$
41,519

$
15,936

$
15,633,116


(1)
Approximately $54.6 million and $45.8 million of nonaccrual loans as of September 30, 2018 and December 31, 2017, respectively, were performing pursuant to their contractual terms at those dates.

The following table details the changes in the allowance for loan losses for the three and nine months ended September 30, 2018 and 2017, respectively, by loan classification (in thousands):

 
Commercial real estate - mortgage
Consumer
 real estate - mortgage
Construction and land development
Commercial and industrial
Consumer
and other
Unallocated
Total
Three months ended September 30, 2018:
 
 
 
 
 
 
 
Balance at June 30, 2018
$
24,848

$
5,853

$
10,984

$
28,338

$
5,172

$
475

$
75,670

Charged-off loans
(1,968
)
(262
)
(24
)
(3,336
)
(1,359
)

(6,949
)
Recovery of previously charged-off loans
63

987

70

1,037

382


2,539

Provision for loan losses
3,574

149

(48
)
4,085

618

347

8,725

Balance at September 30, 2018
$
26,517

$
6,727

$
10,982

$
30,124

$
4,813

$
822

$
79,985

 
 
 
 
 
 
 
 
Three months ended September 30, 2017:
 

 

 

 

 

 

 

Balance at June 30, 2017
$
16,002

$
7,835

$
5,126

$
24,235

$
7,549

$
1,197

$
61,944

Charged-off loans
(572
)
(395
)
(99
)
(1,625
)
(3,296
)

(5,987
)
Recovery of previously charged-off loans
169

565

716

562

270


2,282

Provision for loan losses
5,191

(2,702
)
1,780

235

2,396

20

6,920

Balance at September 30, 2017
$
20,790

$
5,303

$
7,523

$
23,407

$
6,919

$
1,217

$
65,159

 
 
 
 
 
 
 
 
Nine months ended September 30, 2018:
 
 
 
 
 
 
 
Balance at December 31, 2017
$
21,188

$
5,031

$
8,962

$
24,863

$
5,874

$
1,322

$
67,240

Charged-off loans
(2,930
)
(1,533
)
(36
)
(7,600
)
(10,217
)

(22,316
)
Recovery of previously charged-off loans
1,517

2,190

1,645

2,492

2,159


10,003

Provision for loan losses
6,742

1,039

411

10,369

6,997

(500
)
25,058

Balance at September 30, 2018
$
26,517

$
6,727

$
10,982

$
30,124

$
4,813

$
822

$
79,985

 
 
 
 
 
 
 
 
Nine months ended September 30, 2017:
 

 

 

 

 

 

 

Balance at December 31, 2016
$
13,655

$
6,564

$
3,624

$
24,743

$
9,520

$
874

$
58,980

Charged-off loans
(581
)
(663
)
(99
)
(3,278
)
(11,687
)

(16,308
)
Recovery of previously charged-off loans
184

1,147

845

1,264

1,663


5,103

Provision for loan losses
7,532

(1,745
)
3,153

678

7,423

343

17,384

Balance at September 30, 2017
$
20,790

$
5,303

$
7,523

$
23,407

$
6,919

$
1,217

$
65,159



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Table of Contents

The following table details the allowance for loan losses and recorded investment in loans by loan classification and by impairment evaluation method as of September 30, 2018 and December 31, 2017, respectively (in thousands):

 
Commercial real estate - mortgage
Consumer
real estate - mortgage
Construction and land development
Commercial and industrial
Consumer
and other
Unallocated
Total
September 30, 2018
 

 

 

 

 

 

 

Allowance for Loan Losses:
 

 

 

 

 

 

 

Collectively evaluated for impairment
$
26,047

$
6,235

$
10,967

$
28,859

$
4,666



$
76,774

Individually evaluated for impairment
461

490

15

1,265

147



2,378

Loans acquired with deteriorated credit quality (1)
9

2






11

Total allowance for loan losses
$
26,517

$
6,727

$
10,982

$
30,124

$
4,813

$
822

$
79,985

 
 
 
 
 
 
 
 
Loans:
 

 

 

 

 

 

 

Collectively evaluated for impairment
$
7,164,591

$
2,783,196

$
2,051,413

$
4,979,829

$
367,513

 

$
17,346,542

Individually evaluated for impairment
31,739

22,128

3,447

25,586

961

 

83,861

Loans acquired with deteriorated credit quality
18,789

9,836

4,149

832


 

33,606

Total loans
$
7,215,119

$
2,815,160

$
2,059,009

$
5,006,247

$
368,474

 

$
17,464,009

 
 
 
 
 
 
 
 
December 31, 2017
 

 

 

 

 

 

 

Allowance for Loan Losses:
 

 

 

 

 

 

 

Collectively evaluated for impairment
$
20,753

$
4,460

$
8,879

$
23,181

$
5,874



$
63,147

Individually evaluated for impairment
95

410

66

1,627




2,198

Loans acquired with deteriorated credit quality(1)
340

161

17

55




573

Total allowance for loan losses
$
21,188

$
5,031

$
8,962

$
24,863

$
5,874

$
1,322

$
67,240

 
 
 
 
 
 
 
 
Loans:
 

 

 

 

 

 

 

Collectively evaluated for impairment
$
6,630,593

$
2,534,996

$
1,896,553

$
4,116,677

$
352,663

 

$
15,531,482

Individually evaluated for impairment
18,214

12,172

5,167

23,426


 

58,979

Loans acquired with deteriorated credit quality
20,803

14,046

6,568

1,238


 

42,655

Total loans
$
6,669,610

$
2,561,214

$
1,908,288

$
4,141,341

$
352,663

 

$
15,633,116


(1) Loans acquired with deteriorated credit quality are recorded at fair value at the time of acquisition. An allowance for loan losses is recorded resulting from subsequent credit deterioration.

The adequacy of the allowance for loan losses is assessed at the end of each calendar quarter. The level of the allowance is based upon evaluation of the loan portfolio, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, historical loss experience, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The allowance for loan losses for purchased loans is calculated similarly to the method utilized for legacy Pinnacle Bank loans. Pinnacle Financial's accounting policy is to compare the computed allowance for loan losses for purchased loans on a loan-by-loan basis to any remaining fair value adjustment. If the computed allowance is greater than the remaining fair value adjustment, the excess is added to the allowance for loan losses by a charge to the provision for loan losses.

At September 30, 2018, Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $38.6 million to current directors, executive officers, and their related entities, of which $19.6 million had been drawn upon. At December 31, 2017, Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $26.4 million to directors, executive officers, and their related entities, of which approximately $16.1 million had been drawn upon. None of these loans to directors, executive officers, and their related entities were impaired at September 30, 2018 or December 31, 2017.

At September 30, 2018, Pinnacle Financial had approximately $11.4 million in commercial loans held for sale compared to $25.5 million at December 31, 2017, which primarily included commercial real estate and apartment loans originated for sale to a third-party as part of a multi-family loan program. Such loans are closed under a pass-through commitment structure wherein Pinnacle Bank's loan commitment to the borrower is the same as the third party's take-out commitment to Pinnacle Bank and the third party purchase typically occurs within thirty days of Pinnacle Bank closing with the borrowers.


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Table of Contents

Residential Lending

At September 30, 2018, Pinnacle Financial had approximately $46.3 million of mortgage loans held-for-sale compared to approximately $102.7 million at December 31, 2017. Total loan volumes sold during the nine months ended September 30, 2018 were approximately $917.9 million compared to approximately $756.7 million for the nine months ended September 30, 2017. During the three and nine months ended September 30, 2018, Pinnacle Financial recognized $3.9 million and $11.4 million, respectively, in gains on the sale of these loans, net of commissions paid, compared to $6.0 million and $14.8 million, respectively, net of commissions paid, during the three and nine months ended September 30, 2017.

These mortgage loans held-for-sale are originated internally and are primarily to borrowers in Pinnacle Bank's geographic markets. These sales are typically on a mandatory basis to investors that follow conventional government sponsored entities (GSE) and the Department of Housing and Urban Development/U.S. Department of Veterans Affairs (HUD/VA) guidelines.
 
Each purchaser of a mortgage loan held-for-sale has specific guidelines and criteria for sellers of loans and the risk of credit loss with regard to the principal amount of the loans sold is generally transferred to the purchasers upon sale. While the loans are sold without recourse, the purchase agreements require Pinnacle Bank to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that the loans sold were in breach of these representations or warranties, Pinnacle Bank has obligations to either repurchase the loan for the unpaid principal balance and related investor fees or make the purchaser whole for the economic benefits of the loan. To date, Pinnacle Bank's liability pursuant to the terms of these representations and warranties has been insignificant to Pinnacle Bank.

Note 6. Income Taxes

ASC 740, Income Taxes, defines the threshold for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. This section also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties, and includes guidance concerning accounting for income tax uncertainties in interim periods.
 
The unrecognized tax benefit related to uncertain tax positions related to state income tax filings was $2.8 million at September 30, 2018 compared to $1.3 million at September 30, 2017. No change was recorded to the unrecognized tax benefit related to uncertain tax positions in each of the three and nine month periods ended September 30, 2018 and 2017.

Pinnacle Financial's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. For both the three and nine months ended September 30, 2018 there were no interest and penalties recorded in the income statement compared to no interest and penalties for the three months ended and $22,000 in interest and penalties for the nine months ended September 30, 2017, respectively.

Pinnacle Financial's effective tax rate for the three and nine months ended September 30, 2018 was 20.7% and 20.3%, respectively, compared to 35.2% and 31.9%, respectively, for the three and nine months ended September 30, 2017, primarily due to the reduction in the statutory corporate tax rate following the enactment of the Tax Cuts and Jobs Act in December 2017. The difference between the effective tax rate and the federal and state income tax statutory rate of 26.14% at September 30, 2018 and 39.23% at September 30, 2017 is primarily due to investments in bank qualified municipal securities, tax benefits of Pinnacle Financial's real estate investment trust subsidiary, participation in the Tennessee Community Investment Tax Credit (CITC) program, and tax benefits associated with share-based compensation, bank-owned life insurance and our captive insurance subsidiary, offset in part by the limitation on deductibility of meals and entertainment expense and FDIC premiums.

Additionally, in March 2016, the FASB issued updated guidance to Accounting Standards Update, 2016-09 Stock Compensation Improvements to Employee Share-Based Payment Activity (ASU 2016-09) intended to simplify and improve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of such awards as either equity or liabilities and classification of such awards on the statement of cash flows. The guidance became effective for Pinnacle Financial on January 1, 2017. Included in income tax expense for the three and nine months ended September 30, 2018 were excess tax benefits of $199,000 and $3.0 million, respectively, recognized upon the lapse of restrictions on stock awards and stock options exercises, compared to $59,000 and $4.6 million, respectively, for the three and nine months ended September 30, 2017.
 


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Table of Contents

Note 7. Commitments and Contingent Liabilities

In the normal course of business, Pinnacle Bank has entered into off-balance sheet financial instruments which include commitments to extend credit (i.e., including unfunded lines of credit) and standby letters of credit. Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness. Typical borrowers are commercial concerns that use lines of credit to supplement their treasury management functions, and thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing of their cash flows.  Other typical lines of credit are related to home equity loans granted to consumers.  Commitments to extend credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. At September 30, 2018, these commitments amounted to $6.46 billion, of which approximately $949.9 million related to home equity lines of credit.

Standby letters of credit are generally issued on behalf of an applicant (Pinnacle Bank's customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary.  Standby letters of credit have fixed expiration dates and are usually for terms of two years or less unless terminated beforehand due to criteria specified in the standby letter of credit.  A typical arrangement involves the applicant routinely being indebted to the beneficiary for such items as inventory purchases, insurance, utilities, lease guarantees or other third party commercial transactions.  The standby letter of credit would permit the beneficiary to obtain payment from Pinnacle Bank under certain prescribed circumstances.  Subsequently, Pinnacle Bank would then seek reimbursement from the applicant pursuant to the terms of the standby letter of credit. At September 30, 2018, these commitments amounted to $177.8 million.

Pinnacle Bank typically follows the same credit policies and underwriting practices when making these commitments as it does for on-balance sheet instruments. Each customer's creditworthiness is typically evaluated on a case-by-case basis, and the amount of collateral obtained, if any, is based on management's credit evaluation of the customer. Collateral held varies but may include cash, real estate and improvements, marketable securities, accounts receivable, inventory, equipment and personal property.

The contractual amounts of these commitments are not reflected in the consolidated financial statements and only amounts drawn upon would be reflected in the future.  Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements.  However, should the commitments be drawn upon and should Pinnacle Bank's customers default on their resulting obligation to Pinnacle Bank, the maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those commitments. At September 30, 2018, Pinnacle Financial had accrued $2.9 million for the inherent risks associated with these off-balance sheet commitments compared to $3.1 million at December 31, 2017.

Various legal claims also arise from time to time in the normal course of business.  In the opinion of management, the resolution of these claims outstanding at September 30, 2018 will not have a material adverse impact on Pinnacle Financial's consolidated financial condition, operating results or cash flows.

Note 8.  Stock Options and Restricted Shares

At Pinnacle Financial's annual shareholders' meeting on April 17, 2018, the shareholders of Pinnacle Financial adopted the 2018 Omnibus Equity Incentive Plan (the "2018 Plan"). The 2018 Plan subsumed the then existing Pinnacle Financial Partners, Inc. 2014 Equity Incentive Plan (the "2014 Plan") including the approximately 500,000 shares in the aggregate that remained available for issuance thereunder on the date the 2018 Plan was approved by shareholders and increased the maximum number of shares of common stock that may be issued to associates, directors and contractors of Pinnacle Financial and Pinnacle Bank by an additional 1.2 million shares. The 2018 Plan permits Pinnacle Financial to reissue outstanding awards that are subsequently forfeited, settled in cash, withheld by Pinnacle Financial to cover withholding taxes or expire unexercised and returned to the 2018 Plan. At September 30, 2018, there were approximately 1.7 million shares available for issuance under the 2018 Plan.

The BNC Bancorp 2013 Amended and Restated Omnibus Stock Incentive Plan (the "BNC Plan") was assumed by Pinnacle Financial in connection with the BNC Merger. As of September 30, 2018, the BNC Plan had approximately 9,000 shares remaining available for issuance to existing associates that were previously BNC associates in future periods. No new awards may be granted under plans other than the 2018 Plan except for shares remaining available for issuance to the former BNC associates pursuant to the BNC Plan.

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Table of Contents


Upon the acquisition of CapitalMark, Pinnacle Financial assumed approximately 858,000 stock options under the CapitalMark Option Plan. No further shares remain available for issuance under the CapitalMark Option Plan. No options were assumed upon the acquisition of Magna, Avenue or BNC as all preexisting Magna, Avenue and BNC stock options were converted to cash upon acquisition. At September 30, 2018, all of the remaining options outstanding were granted under the CapitalMark Option Plan.

Common Stock Options

A summary of the stock option activity within the equity incentive plans during the nine months ended September 30, 2018 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters is as follows:
 
Number
Weighted-Average
Exercise
Price
Weighted-Average
Contractual
Remaining Term
(in years)
Aggregate
Intrinsic
Value
(000's)
 
Outstanding at December 31, 2017
274,586

$
21.40

3.06
$
12,329

(1) 
Granted

 

 
 

  
Exercised
(90,497
)
 

 
 

  
Forfeited

 

 
 

  
Outstanding at September 30, 2018
184,089

$
22.67

3.54
$
6,900

(2) 
Options exercisable at September 30, 2018
184,089

$
22.67

3.54
$
6,900

(2) 

(1)
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $66.30 per common share at December 31, 2017 for the 274,586 options that were in-the-money at December 31, 2017.
(2)
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $60.15 per common share at September 30, 2018 for the 184,089 options that were in-the-money at September 30, 2018.

Compensation costs related to stock options granted under Pinnacle Financial's equity incentive plans have been fully recognized and all outstanding option awards are fully vested.

Restricted Share Awards

A summary of activity for unvested restricted share awards for the nine months ended September 30, 2018 is as follows:
 
Number
 
Grant Date
Weighted-Average Cost
Unvested at December 31, 2017
936,135

 
$
50.08

Shares awarded
160,638

 


Conversion of previously awarded restricted share units to restricted share awards
6,200

 


Restrictions lapsed and shares released to associates/directors
(352,595
)
 


Shares forfeited (1)
(25,547
)
 


Unvested at September 30, 2018
724,831

 
$
55.77


(1)
Represents shares forfeited due to employee termination and/or retirement. No shares were forfeited due to failure to meet performance targets.

Pinnacle Financial has granted restricted share awards to associates, senior management and outside directors with a combination of time and, in the case of senior management, performance vesting criteria. The following table outlines restricted stock grants that were awarded, grouped by similar vesting criteria, during the nine months ended September 30, 2018:
Grant
Year
 
Group (1)
 
Vesting
Period in years
 
Shares
awarded
 
Restrictions Lapsed and shares released to participants
 
Shares Forfeited by participants (6)
 
Shares Unvested
Time Based Awards
 
 
 
 
 
 
 
 
 
 
 
 
2018
 
Associates (2)
 
3 - 5
 
127,789

 
224

 
2,783

 
124,782

2018
 
Associates (3)
 
3 - 5
 
16,777

 

 
500

 
16,277

Performance Based Awards
 
 
 
 
 
 

 
 

 
 

 
 

2018
 
Leadership team (4)
 
3
 
6,200

 
4,340

 
1,860

 

Outside Director Awards (5)
 
 
 
 
 
 

 
 

 
 

 
 

2018
 
Outside directors
 
1
 
16,072

 
1,148

 

 
14,924


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Table of Contents


(1)
Groups include employees (referred to as associates above), the leadership team which includes our named executive officers and other key senior leadership members, and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For performance-based vesting awards and time-based vesting awards to Pinnacle Financial's executive officers, dividends are placed into escrow until the forfeiture restrictions on such shares lapse.
(2)
The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant.
(3)
Restricted share awards issued to associates that were former associates of BNC pursuant to legacy BNC incentive plans assumed by Pinnacle Financial.
(4)
Reflects conversion of restricted share units issued in prior years to restricted share awards. The forfeiture restrictions on these restricted share awards lapse in separate equal installments should Pinnacle Financial achieve certain soundness targets over each year of the subsequent vesting period. See further details of these awards under the caption "Restricted Share Units" below.
(5)
Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan.  Restrictions lapse on February 28, 2019 based on each individual board member meeting their attendance goals for the various board and board committee meetings to which each member was scheduled to attend.
(6)
These shares represent forfeitures resulting from recipients whose employment or board membership is terminated during the year-to-date period ended September 30, 2018 or for which the performance criteria applicable to the award are not achieved. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable.

Restricted Share Units

The following table details the restricted share unit awards outstanding at September 30, 2018:
 
Units Awarded
 
 
 
 
Grant year
Named Executive Officers
(NEOs) (1)
Leadership Team other than NEOs
Applicable Performance Periods associated with each tranche
(fiscal year)
Service period per tranche
(in years)
Subsequent holding period per tranche
(in years)
Shares settled into RSAs as of period end (2)
2018
96,878-145,339
25,990

2018
2
3
N/A
 
 
 
2019
2
2
N/A
 
 
 
2020
2
1
N/A
2017
72,537-109,339
24,916

2017
2
3
N/A
 
 
 

2018
2
2
N/A
 
 
 

2019
2
1
N/A
2016
73,474-110,223
26,683

2016
2
3
N/A
 
 
 

2017
2
2
N/A
 
 
 

2018
2
1
N/A
2015
58,200-101,850
28,378

2015
2
3
N/A
 
 
 

2016
2
2
N/A
 
 
 

2017
2
1
N/A
(1)
The named executive officers are awarded a range of awards that may be earned based on attainment of goals between a target level of performance and a maximum level of performance.
(2)
Restricted share unit awards granted in 2018, 2017, 2016 and 2015 will be earned if certain performance targets (and service periods) are achieved. Additional forfeiture restrictions may thereafter lapse based on Pinnacle Financial's attainment of certain soundness thresholds in future periods and thereafter the unit awards will be settled in shares of Pinnacle Financial common stock.

Stock compensation expense related to restricted share awards and restricted share units for the three and nine months ended September 30, 2018 was $4.5 million and $13.3 million, respectively, compared to $5.8 million and $14.4 million for the three and nine months ended September 30, 2017. As of the September 30, 2018, the total compensation cost related to unvested restricted share awards and restricted share units not yet recognized was $35.7 million. This expense is expected to be recognized over a weighted-average period of 2.9 years.

Note 9. Derivative Instruments

Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivatives not designated as hedges, the gain or loss is recognized in current period earnings.


29

Table of Contents

Non-hedge derivatives

Pinnacle Financial enters into interest rate swaps (swaps) to facilitate customer transactions and meet their financing needs. Upon entering into these instruments to meet customer needs, Pinnacle Financial enters into offsetting positions in order to minimize the risk to Pinnacle Financial. These swaps are derivatives, but are not designated as hedging instruments. The income statement impact of the offsetting positions is limited to changes in the reserve for counterpary risk. A summary of Pinnacle Financial's interest rate swaps related to customers as of September 30, 2018 and December 31, 2017 is included in the following table (in thousands):
 
 
 
September 30, 2018
 
December 31, 2017
 
Balance Sheet Location
 
Notional
Amount
 
Estimated
Fair Value
 
Notional
Amount
 
Estimated
Fair Value
Interest rate swap agreements:
 
 
 
 
 
 
 
 
 
Pay fixed / receive variable swaps
Other assets
 
$
972,816

 
$
24,592

 
$
748,625

 
$
13,771

Pay variable / receive fixed swaps
Other liabilities
 
972,816

 
(28,436
)
 
748,625

 
(13,866
)
Open trade equity
Other assets
 

 
3,707

 

 

Total
 
 
$
1,945,632

 
$
(137
)
 
$
1,497,250

 
$
(95
)
 
 
 
Amount of Gain (Loss) Recognized in Income
 
Location of Gain (Loss) Recognized in Income
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
 
2018
 
2017
 
2018
 
2017
Interest rate swap agreements
Other noninterest income
 
$
(8
)
 
$
7

 
$
(42
)
 
$
20


Derivatives designated as cash flow hedges

For derivative instruments that are designated and qualify as a cash flow hedge, the aggregate fair value of the derivative instrument is recorded in other assets or other liabilities with any gain or loss related to changes in fair value recorded in accumulated other comprehensive income, net of tax. The gain or loss is reclassified into earnings in the same period during which the hedged asset or liability affects earnings and is presented in the same income statement line item as the earnings effect of the hedged asset or liability. Pinnacle Financial uses forward cash flow hedge relationships in an effort to manage future interest rate exposure. The hedging strategy converts the LIBOR-based variable interest rate on forecasted borrowings to a fixed interest rate and is used in an effort to protect Pinnacle Financial from floating interest rate variability. A summary of Pinnacle Financial's cash flow hedge relationships as of September 30, 2018 and December 31, 2017 are as follows (in thousands):
 
 
 
 
 
 
 
 
 
September 30, 2018
 
December 31, 2017
 
Balance Sheet Location
 
Weighted Average Remaining Maturity (In Years)
 
Weighted Average Pay Rate
 
Receive Rate
 
Notional
Amount
 
Estimated
Fair Value
 
Notional
Amount
 
Estimated
Fair Value
Asset derivatives
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap agreements
Other assets
 
2.51
 
2.61%
 
3 month LIBOR
 
$
134,000

 
$
982

 
$

 
$

Liability derivatives
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap agreements
Other assets
 
3.89
 
3.14%
 
3 month LIBOR
 
$
66,000

 
$
(311
)
 
$
200,000

 
$
(4,583
)

The effects of Pinnacle Financial's cash flow hedge relationships on the statement of comprehensive income (loss) during the three and nine months ended September 30, 2018 and 2017 were as follows:
 
Amount of Gain Recognized in Other Comprehensive Income
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Interest rate swap agreements
$
783

 
$
239

 
$
3,453

 
$
1,307



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The cash flow hedges were determined to be highly effective during the periods presented and as a result qualify for hedge accounting treatment. If a hedge was deemed to be ineffective, the amount included in accumulated other comprehensive (loss) income would be reclassified into a line item within the statement of income that impacts operating results. The hedge would no longer be considered effective if a portion of the hedge becomes ineffective, the item hedged is no longer in existence or Pinnacle Financial discontinues hedge accounting. Pinnacle Financial expects the hedges to continue to be highly effective and qualify for hedge accounting during the remaining terms of the swaps. No amounts were reclassified from accumulated other comprehensive income into net income related to these derivatives during the nine months ended September 30, 2018 or 2017, and no amounts are expected to be reclassified from accumulated other comprehensive income into net income over the next twelve months. On October 24, 2018, cash flow swaps with a notional amount of $101.0 million were terminated resulting in a cash settlement equal to previously unrealized gains of $1.0 million. These gains are included in accumulated other comprehensive income and will be amortized into net income over the remaining contractual terms of the swaps.

Derivatives designated as fair value hedges

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. Pinnacle Financial utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available-for-sale and fixed rate prepayable loans. The hedging strategy on securities converts the fixed interest rates to LIBOR-based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. Pinnacle Financial has elected early adoption of FASB ASU 2017-12, which allows such partial term hedge designations. Pinnacle Financial also utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of the loans. As allowed under FASB ASU 2017-12, a specified portion of the prepayable loans have been designated as the hedged assets under the "last-of-layer" method. Such hedging designations are allowed on the portion of a closed portfolio of prepayable assets that is not expected to be affected by prepayments, defaults, and other factors affecting the timing and amount of cash flows.

A summary of Pinnacle Financial's fair value hedge relationships as of September 30, 2018 and December 31, 2017 are as follows (in thousands):
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
December 31, 2017
 
 
Balance Sheet Location
 
Weighted Average Remaining Maturity (In Years)
 
Weighted Average Pay Rate
 
Receive Rate
 
Notional Amount
 
Estimated Fair Value
 
Notional Amount
 
Estimated Fair Value
Asset derivatives
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap agreements - securities
 
Other assets
 
7.14
 
2.89%
 
3 month LIBOR
 
$
154,145

 
$
1,991

 
$

 
$

Interest rate swap agreements - loans
 
Other assets
 
2.89
 
2.77%
 
3 month LIBOR
 
900,000

 
3,358

 

 

 
 
 
 
3.51
 
2.79%
 
 
 
$
1,054,145

 
$
5,349

 
$

 
$


The effects of Pinnacle Financial's fair value hedge relationships on the income statement during the three and nine months ended September 30, 2018 and 2017 were as follows:
 
Location of Gain
on Derivative
 
Amount of Gain Recognized in Income
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Asset derivatives
 
2018
 
2017
 
2018
 
2017
Interest rate swap agreements - securities
Interest income on securities
 
$
1,755

 
$

 
$
1,991

 
$

Interest rate swap agreements - loans
Interest income on loans
 
$
2,236

 
$

 
$
3,358

 
$

 
Location of Loss
on Hedged Item
 
Amount of Loss Recognized in Income
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Asset derivatives
 
2018
 
2017
 
2018
 
2017
Interest rate swap agreements - securities
Interest income on securities
 
$
(1,755
)
 
$

 
$
(1,991
)
 
$

Interest rate swap agreements - loans
Interest income on loans
 
$
(2,236
)
 
$

 
$
(3,358
)
 
$



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The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges at September 30, 2018 and December 31, 2017:
 
Carrying Amount of the Hedged Assets
 
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
 
September 30, 2018
 
December 31, 2017
 
September 30, 2018
 
December 31, 2017
Line item on the balance sheet
 
 
 
 
 
 
 
Securities available-for-sale
$
147,155

 
$

 
$
(1,991
)
 
$

Loans (1)
$
896,642

 
$

 
$
(3,358
)
 
$


(1)
The carrying amount as shown represents the designated last-of-layer. At September 30, 2018, the total amortized cost basis of the closed portfolio of loans designated in these hedging relationships was $2.8 billion.

On October 23, 2018, Pinnacle Financial entered into an additional swap transaction with a notional amount of $176.8 million designated as fair value hedges. These derivatives are intended to protect against the effects of changing interest rates on the fair values of fixed rate securities. As allowed under FASB ASU 2017-12, these derivatives are designated as partial term hedges covering specified periods of time prior to the call dates of the hedged securities.


Note 10. Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements.  The definition of fair value focuses on the exit price, i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not the entry price, i.e., the price that would be paid to acquire the asset or received to assume the liability at the measurement date.  The statement emphasizes that fair value is a market-based measurement; not an entity-specific measurement.  Therefore, the fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.

Valuation Hierarchy

FASB ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.

Assets

Securities available-for-sale – Where quoted prices are available for identical securities in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other financial products. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation and more complex pricing models or discounted cash flows are used, securities are classified within Level 3 of the valuation hierarchy.


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Table of Contents

Other investments – Included in other investments are investments recorded at fair value primarily in certain nonpublic investments and funds. The valuation of these nonpublic investments requires management judgment due to the absence of observable quoted market prices, inherent lack of liquidity and the long-term nature of such assets. These investments are valued initially based upon transaction price. The carrying values of other investments are adjusted either upwards or downwards from the transaction price to reflect expected exit values as evidenced by financing and sale transactions with third parties, or when determination of a valuation adjustment is confirmed through ongoing reviews by senior investment managers. A variety of factors are reviewed and monitored to assess positive and negative changes in valuation including, but not limited to, current operating performance and future expectations of the particular investment, industry valuations of comparable public companies and changes in market outlook and the third-party financing environment over time. In determining valuation adjustments resulting from the investment review process, emphasis is placed on current company performance and market conditions. These investments are included in Level 3 of the valuation hierarchy if the entities and funds are not widely traded and the underlying investments are in privately-held and/or start-up companies for which market values are not readily available. Certain investments in funds for which the underlying assets of the fund represent publicly traded investments are included in Level 2 of the valuation hierarchy.

Other assets – Included in other assets are certain assets carried at fair value, including interest rate swap agreements, cash flow hedge agreements and interest rate locks associated with the mortgage loan pipeline.  The carrying amount of interest rate swap agreements is based on Pinnacle Financial's pricing models that utilize observable market inputs. The fair value of the cash flow hedge agreements is determined by calculating the difference between the discounted fixed rate cash flows and the discounted variable rate cash flows.  The fair value of the mortgage loan pipeline is based upon the projected sales price of the underlying loans, taking into account market interest rates and other market factors at the measurement date, net of the projected fallout rate.  Pinnacle Financial reflects these assets within Level 2 of the valuation hierarchy as these assets are valued using similar transactions that occur in the market.

Impaired loans – A loan is classified as impaired when it is probable Pinnacle Financial will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected payments using the loan's original effective rate as the discount rate, the loan's observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance may be established as a component of the allowance for loan losses or the difference may be recognized as a charge-off. Impaired loans are classified within Level 3 of the hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower's underlying financial condition.

Other real estate owned – Other real estate owned (OREO) represents real estate foreclosed upon by Pinnacle Bank through loan defaults by customers or acquired by deed in lieu of foreclosure. Substantially all of these amounts relate to lots, homes and development projects that are either completed or are in various stages of construction for which Pinnacle Financial believes it has adequate collateral. Upon foreclosure, the property is recorded at the lower of cost or fair value, based on appraised value, less selling costs estimated as of the date acquired with any loss recognized as a charge-off through the allowance for loan losses. Additional OREO losses for subsequent valuation downward adjustments are determined on a specific property basis and are included as a component of noninterest expense along with holding costs. Any gains or losses realized at the time of disposal are also reflected in noninterest expense, as applicable. OREO is included in Level 3 of the valuation hierarchy due to the lack of observable market inputs into the determination of fair value as appraisal values are property-specific and sensitive to the changes in the overall economic environment.

Liabilities

Other liabilities – Pinnacle Financial has certain liabilities carried at fair value including certain interest rate swap agreements to facilitate customer transactions and the cash flow hedge and interest rate locks associated with the funding for its mortgage loan originations. The fair value of these liabilities is based on Pinnacle Financial's pricing models that utilize observable market inputs and is reflected within Level 2 of the valuation hierarchy.

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Table of Contents

The following tables present financial instruments measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017, by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands):
 
Total carrying value in the consolidated balance sheet
 
Quoted market prices in an active market
(Level 1)
 
Models with significant observable market parameters
(Level 2)
 
Models with significant unobservable market parameters
(Level 3)
September 30, 2018
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities
$
30,528

 
$

 
$
30,528

 
$

U.S. government agency securities
63,185

 

 
63,185

 

Mortgage-backed securities
1,294,545

 

 
1,294,545

 

State and municipal securities
1,212,271

 

 
1,196,917

 
15,354

Agency-backed securities
334,658

 

 
334,658

 

Corporate notes and other
69,395

 

 
69,395

 

Total investment securities available-for-sale
$
3,004,582

 
$

 
$
2,989,228

 
$
15,354

Other investments
49,351

 

 
24,169

 
25,182

Other assets
34,700

 

 
34,700

 

Total assets at fair value
$
3,088,633

 
$

 
$
3,048,097

 
$
40,536

 
 
 
 
 
 
 
 
Other liabilities
$
26,727

 
$

 
$
26,727

 
$

Total liabilities at fair value
$
26,727

 
$

 
$
26,727

 
$

 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
Investment securities available-for-sale:
 

 
 

 
 

 
 

U.S. Treasury securities
$
30,445

 
$

 
$
30,445

 
$

U.S. government agency securities
180,801

 

 
180,801

 

Mortgage-backed securities
1,263,819

 

 
1,263,819

 

State and municipal securities
784,612

 

 
767,583

 
17,029

Agency-backed securities
173,292

 

 
173,292

 

Corporate notes and other
82,314

 

 
82,314

 

Total investment securities available-for-sale
2,515,283

 

 
2,498,254

 
17,029

Other investments
53,796

 

 
24,922

 
28,874

Other assets
11,812

 

 
11,812

 

Total assets at fair value
$
2,580,891

 
$

 
$
2,534,988

 
$
45,903

 
 
 
 
 
 
 
 
Other liabilities
$
13,886

 
$

 
$
13,886

 
$

Total liabilities at fair value
$
13,886

 
$

 
$
13,886

 
$


The following table presents assets measured at fair value on a nonrecurring basis as of September 30, 2018 and December 31, 2017 (in thousands):
September 30, 2018
Total carrying value in the consolidated balance sheet
 
Quoted market prices in an active market
(Level 1)
 
Models with significant observable market parameters
(Level 2)
 
Models with significant unobservable market
parameters
(Level 3)
 
Total gains
(losses) for the year-to-date period then ended
Other real estate owned
$
17,467

 
$

 
$

 
$
17,467

 
$
259

Impaired loans, net (1)
34,082

 

 

 
34,082

 
(133
)
Total
$
51,549

 
$

 
$

 
$
51,549

 
$
126

 
 
 
 
 
 
 
 
 
 
December 31, 2017
 

 
 

 
 

 
 

 
 

Other real estate owned
$
27,831

 
$

 
$

 
$
27,831

 
$
203

Impaired loans, net (1)
22,723

 

 

 
22,723

 
(4
)
Total
$
50,554

 
$

 
$

 
$
50,554

 
$
199


(1) Amount is net of valuation allowance of $2.4 million and $2.2 million at September 30, 2018 and December 31, 2017, respectively, as required by ASC 310-10, "Receivables."

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Table of Contents

 
In the case of the investment securities portfolio, Pinnacle Financial monitors the portfolio to ascertain when transfers between levels have been affected.  The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare.  For the nine months ended September 30, 2018, there were transfers between Levels 1, 2 or 3 of $12.2 million. Transfers out of Level 3 of the valuation hierarchy represent equity securities for which the fair values have been deemed to be not readily determinable and for which the securities are currently carried at cost and evaluated for impairment.

The table below includes a rollforward of the balance sheet amounts for the three and nine months ended September 30, 2018 and September 30, 2017 (including the change in fair value) for financial instruments classified by Pinnacle Financial within Level 3 of the valuation hierarchy measured at fair value on a recurring basis including changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands):
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2018
2017
 
2018
2017
 
Available-for-sale Securities
Other
assets
Available-for-sale Securities
Other
assets
 
Available-for-sale Securities
Other
assets
Available-for-sale Securities
Other
 assets
Fair value, beginning of period
$
15,290

$
23,578

$

$
27,850

 
$
17,029

$
28,874

$

$
10,478

Total realized gains included in income
30

81


188

 
90

2,858


625

Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at September 30
34




 
(597
)



Acquired




 



17,062

Purchases

2,455


815

 

7,273


1,584

Issuances




 




Settlements

(932
)

(376
)
 
(1,168
)
(1,657
)

(1,272
)
Transfers out of Level 3




 

(12,166
)


Fair value, end of period
$
15,354

$
25,182

$

$
28,477

 
$
15,354

$
25,182

$

$
28,477

Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at September 30
$
30

$
81

$

$
188

 
$
90

$
2,858

$

$
625


The following methods and assumptions were used by Pinnacle Financial in estimating its fair value disclosures for financial instruments that are not measured at fair value. In cases where quoted market prices are not available, fair values are based on estimates using discounted cash flow models. Those models are significantly affected by the assumptions used, including the discount rates, estimates of future cash flows and borrower creditworthiness. The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2018 and December 31, 2017. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Securities held-to-maturity - Estimated fair values for investment securities are based on quoted market prices where available.  If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics.

Loans - The fair value of Pinnacle Financial's loan portfolio includes a credit risk factor in the determination of the fair value of its loans.  This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction.  Pinnacle Financial's loan portfolio is initially fair valued using a segmented approach. Pinnacle Financial divides its loan portfolio into the following categories: variable rate loans, impaired loans and all other loans. The results are then adjusted to account for credit risk.

The values derived from the discounted cash flow approach for our performing loan portfolio incorporate credit risk to determine the exit price. Fair values for impaired loans are estimated using discounted cash flow models or are based on the fair value of the underlying collateral.

Purchased loans, including loans acquired through a merger, are initially recorded at fair value on the date of purchase. Purchased loans that contain evidence of post-origination credit deterioration as of the purchase date are carried at the net present value of expected future cash flows. All other purchased loans are recorded at their initial fair value, and adjusted for subsequent advances, pay downs, amortization or accretion of any fair value premium or discount on purchase, charge-offs and any other adjustment to carrying value.


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Table of Contents

Loans held-for-sale - Loans held-for-sale are carried at the lower of cost or fair value.  The estimate of fair value is based on pricing models and other information.

Deposits, securities sold under agreements to repurchase, Federal Home Loan Bank (FHLB) advances, subordinated debt and other borrowings - The fair value of demand deposits, savings deposits and securities sold under agreements to repurchase are derived from a selection of market transactions reflecting our peer group. Fair values for certificates of deposit, FHLB advances and subordinated debt are estimated using discounted cash flow models, using current market interest rates offered on certificates, advances and other borrowings with similar remaining maturities.

Off-balance sheet instruments - The fair values of Pinnacle Financial's off-balance-sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value to Pinnacle Financial until such commitments are funded.

The following table presents the carrying amounts, estimated fair value and placement in the fair value hierarchy of Pinnacle Financial's financial instruments at September 30, 2018 and December 31, 2017.  This table excludes financial instruments for which the carrying amount approximates fair value.  For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization.  For financial liabilities such as non-interest bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity (in thousands):
September 30, 2018
Carrying/
Notional
Amount
 
Estimated
Fair Value (1)
 
Quoted market prices in an active market
(Level 1)
 
Models with significant observable market parameters
(Level 2)
 
Models with significant unobservable market
parameters
(Level 3)
Financial assets:
 
 
 
 
 
 
 
 
 
Securities held-to-maturity
$
194,997

 
$
192,500

 
$

 
$
192,500

 
$

Loans, net
17,384,024

 
17,201,694

 

 

 
17,201,694

Consumer loans held-for-sale
47,417

 
47,957

 

 
47,957

 

Commercial loans held-for-sale
11,402

 
11,532

 

 
11,532

 

 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits and securities sold under
 
 
 
 
 
 
 
 
 
agreements to repurchase
18,537,732

 
17,935,256

 

 

 
17,935,256

Federal Home Loan Bank advances
1,520,603

 
1,481,374

 

 

 
1,481,374

Subordinated debt and other borrowings
465,487

 
439,369

 

 

 
439,369

 
 
 
 
 
 
 
 
 
 
Off-balance sheet instruments:
 
 
 
 
 
 
 
 
 
Commitments to extend credit (2)
6,455,039

 
1,673

 

 

 
1,673

Standby letters of credit (3)
177,796

 
1,191

 

 

 
1,191

 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
 
 
Securities held-to-maturity
$
20,762

 
$
20,830

 
$

 
$
20,830

 
$

Loans, net
15,565,876

 
15,252,953

 

 

 
15,252,953

Consumer loans held-for-sale
103,729

 
104,986

 

 
104,986

 

Commercial loans held-for-sale
25,456

 
25,761

 

 
25,761

 

 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits and securities sold under
 
 
 
 
 
 
 
 
 
agreements to repurchase
16,586,964

 
16,516,342

 

 

 
16,516,342

Federal Home Loan Bank advances
1,319,909

 
1,313,311

 

 

 
1,313,311

Subordinated debt and other borrowings
465,505

 
445,098

 

 

 
445,098

 
 
 
 
 
 
 
 
 
 
Off-balance sheet instruments:
 
 
 
 
 
 
 
 
 
Commitments to extend credit (2)
5,788,425

 
2,264

 

 

 
2,264

Standby letters of credit (3)
143,684

 
800

 

 

 
800

(1)
Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction.

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Table of Contents

(2)
At the end of each quarter, Pinnacle Financial evaluates the inherent risks of the outstanding off-balance sheet commitments.  In making this evaluation, Pinnacle Financial evaluates the credit worthiness of the borrower, the collateral supporting the commitments and any other factors similar to those used to evaluate the inherent risks of our loan portfolio.  Additionally, Pinnacle Financial evaluates the probability that the outstanding commitment will eventually become a funded loan. As a result, at September 30, 2018 and December 31, 2017, Pinnacle Financial included in other liabilities $1.7 million and $2.3 million, respectively, representing the inherent risks associated with these off-balance sheet commitments.
(3)
At September 30, 2018 and December 31, 2017, the aggregate fair value of Pinnacle Financial's standby letters of credit was $1.2 million and $800,000, respectively. These amounts represent the unamortized fee associated with these standby letters of credit and are included in the consolidated balance sheets of Pinnacle Financial and are believed to approximate fair value. These fair values will decrease over time as the existing standby letters of credit approach their expiration dates.


Note 11. Regulatory Matters

Pursuant to Tennessee banking law, Pinnacle Bank may not, without the prior consent of the Commissioner of the Tennessee Department of Financial Institutions (TDFI), pay any dividends to Pinnacle Financial in a calendar year in excess of the total of Pinnacle Bank's retained net income for that year plus the retained net income for the preceding two years. During the nine months ended September 30, 2018, Pinnacle Bank paid $66.0 million in dividends to Pinnacle Financial. Since the first quarter of 2016, Pinnacle Financial has paid a quarterly common stock dividend of $0.14 per share. On October 16, 2018, Pinnacle's Board of Director's increased it's quarterly cash dividend to $0.16. The amount and timing of all future dividend payments by Pinnacle Financial, if any, is subject to discretion of Pinnacle Financial's board of directors and will depend on Pinnacle Financial's earnings, capital position, financial condition and other factors, including then applicable regulatory capital requirements, as they become known to Pinnacle Financial and Pinnacle Bank's ability to pay dividends to Pinnacle Financial.

Pinnacle Financial and Pinnacle Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Pinnacle Financial and Pinnacle Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Pinnacle Financial's and Pinnacle Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require Pinnacle Financial and its banking subsidiary to maintain minimum amounts and ratios of common equity Tier 1 capital to risk-weighted assets, Tier 1 capital to risk-weighted assets, total risk-based capital to risk-weighted assets and Tier 1 capital to average assets.

The final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective for Pinnacle Financial on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The minimum capital level requirements applicable to bank holding companies and banks subject to the rules are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6%; (iii) a total risk-based capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4% for all institutions. The Basel III rules also establish a capital conservation buffer of 2.5% (to be phased in over three years) above the regulatory minimum risk-based capital ratios. The capital conservation buffer was phased in beginning in January 2016 at 0.625% and is increasing each year by a like percentage until fully implemented in January 2019. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital. Management believes, as of September 30, 2018, that Pinnacle Financial and Pinnacle Bank met all capital adequacy requirements to which they are subject. To be categorized as well-capitalized under applicable banking regulations, Pinnacle Financial and Pinnacle Bank must maintain certain total risk-based, Tier 1 risk-based, common equity Tier 1 and Tier 1 leverage ratios as set forth in the following table and not be subject to a written agreement, order or directive to maintain a higher capital level. Pinnacle Financial's and Pinnacle Bank's actual capital amounts and resulting ratios, not including the capital conservation buffer, are presented in the following table (in thousands):

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Table of Contents

 
Actual
 
Minimum Capital
Requirement
 
Minimum
To Be Well-Capitalized
 
Amount
Ratio
 
Amount
Ratio
 
Amount
Ratio
At September 30, 2018
 
 
 
 
 
 
 
 
Total capital to risk weighted assets:
 
 
 
 
 
 
 
 
Pinnacle Financial
$
2,508,348

12.1
%
 
$
1,656,444

8.0
%
 
NA

NA

Pinnacle Bank
$
2,344,597

11.4
%
 
$
1,650,616

8.0
%
 
$
2,063,269

10.0
%
Tier 1 capital to risk weighted assets:
 

 

 
 

 

 
 

 

Pinnacle Financial
$
1,955,095

9.4
%
 
$
1,242,333

6.0
%
 
NA

NA

Pinnacle Bank
$
2,133,834

10.3
%
 
$
1,237,962

6.0
%
 
$
1,650,616

8.0
%
Common equity Tier 1 capital to risk weighted assets
 

 

 
 

 

 
 

 

Pinnacle Financial
$
1,954,972

9.4
%
 
$
931,750

4.5
%
 
NA

NA

Pinnacle Bank
$
2,133,711

10.3
%
 
$
928,471

4.5
%
 
$
1,341,125

6.5
%
Tier 1 capital to average assets (*):
 

 

 
 

 

 
 

 

Pinnacle Financial
$
1,955,095

8.8
%
 
$
888,029

4.0
%
 
NA

NA

Pinnacle Bank
$
2,133,834

9.6
%
 
$
885,345

4.0
%
 
$
1,106,681

5.0
%
 
Actual
 
Minimum Capital
Requirement
 
Minimum
To Be Well-Capitalized
 
Amount
Ratio
 
Amount
Ratio
 
Amount
Ratio
At December 31, 2017
 
 
 
 
 
 
 
 
Total capital to risk weighted assets:
 
 
 
 
 
 
 
 
Pinnacle Financial
$
2,266,161

12.0
%
 
$
1,509,496

8.0
%
 
NA

NA

Pinnacle Bank
$
2,134,344

11.3
%
 
$
1,504,765

8.0
%
 
$
1,880,956

10.0
%
Tier 1 capital to risk weighted assets:
 
 
 
 
 

 
 

 

Pinnacle Financial
$
1,725,323

9.1
%
 
$
1,132,122

6.0
%
 
NA

NA

Pinnacle Bank
$
1,936,313

10.3
%
 
$
1,128,574

6.0
%
 
$
1,504,765

8.0
%
Common equity Tier 1 capital to risk weighted assets
 
 
 
 
 

 
 

 

Pinnacle Financial
$
1,725,219

9.1
%
 
$
849,092

4.5
%
 
NA

NA

Pinnacle Bank
$
1,936,209

10.3
%
 
$
846,430

4.5
%
 
$
1,222,621

6.5
%
Tier 1 capital to average assets (*):
 
 
 
 
 

 
 

 

Pinnacle Financial
$
1,725,323

8.6
%
 
$
797,861

4.0
%
 
NA

NA

Pinnacle Bank
$
1,936,313

9.7
%
 
$
796,235

4.0
%
 
$
995,294

5.0
%
(*) Average assets for the above calculations were based on the most recent quarter.



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Table of Contents

Note 12.  Subordinated Debt and Other borrowings

Pinnacle Financial has twelve wholly-owned subsidiaries that are statutory business trusts created for the exclusive purpose of issuing 30-year capital trust preferred securities. Additionally, Pinnacle Financial or Pinnacle Bank has entered into certain other subordinated debt agreements and a revolving credit facility as outlined below and, with respect to the legacy Pinnacle Financial indebtedness, as fully described in the 2017 Form 10-K (in thousands):
Name
Date
Established
Maturity
Total Debt Outstanding
Interest Rate at
September 30, 2018
Coupon Structure
Trust preferred securities
 
 
 
 
Pinnacle Statutory Trust I
December 29, 2003
December 30, 2033
$
10,310

5.13
%
30-day LIBOR + 2.80%
Pinnacle Statutory Trust II
September 15, 2005
September 30, 2035
20,619

3.80
%
30-day LIBOR + 1.40%
Pinnacle Statutory Trust III
September 7, 2006
September 30, 2036
20,619

4.05
%
30-day LIBOR + 1.65%
Pinnacle Statutory Trust IV
October 31, 2007
September 30, 2037
30,928

5.18
%
30-day LIBOR + 2.85%
BNC Capital Trust I
April 3, 2003
April 15, 2033
5,155

5.59
%
30-day LIBOR + 3.25%
BNC Capital Trust II
March 11, 2004
April 7, 2034
6,186

5.19
%
30-day LIBOR + 2.85%
BNC Capital Trust III
September 23, 2004
September 23, 2034
5,155

4.74
%
30-day LIBOR + 2.40%
BNC Capital Trust IV
September 27, 2006
December 31, 2036
7,217

4.10
%
30-day LIBOR + 1.70%
Valley Financial Trust I
June 26, 2003
June 26, 2033
4,124

5.47
%
30-day LIBOR + 3.10%
Valley Financial Trust II
September 26, 2005
December 15, 2035
7,217

3.82
%
30-day LIBOR + 1.49%
Valley Financial Trust III
December 15, 2006
January 30, 2037
5,155

4.07
%
30-day LIBOR + 1.73%
Southcoast Capital Trust III
August 5, 2005
September 30, 2035
10,310

3.90
%
30-day LIBOR + 1.50%
 
 
 
 
 
 
Subordinated Debt
 
 

 

 
Pinnacle Bank Subordinated Notes
July 30, 2015
July 30, 2025
60,000

4.88
%
Fixed (1)
Pinnacle Bank Subordinated Notes
March 10, 2016
July 30, 2025
70,000

4.88
%
Fixed (1)
Avenue Subordinated Notes
December 29, 2014
December 29, 2024
20,000

6.75
%
Fixed (2)
Pinnacle Financial Subordinated Notes
November 16, 2016
November 16, 2026
120,000

5.25
%
Fixed (3)
BNC Subordinated Notes
September 25, 2014
October 1, 2024
60,000

5.50
%
Fixed (4)
BNC Subordinated Note
October 15, 2013
October 15, 2023
10,410

7.08
%
30-day LIBOR + 5.50% (5)
 
 
 
 
 
 
Other Borrowings
 
 
 

 

 
Revolving credit facility (6)
April 26, 2018
April 25, 2019


30-day LIBOR + 1.75%
 
 
 
 
 
 
Debt issuance costs and fair value adjustments
(7,918
)
 

 
Total subordinated debt and other borrowings
$
465,487

 

 
______________________
(1) Migrates to three month LIBOR + 3.128% beginning July 30, 2020 through the end of the term.
(2) Migrates to three month LIBOR + 4.95% beginning January 1, 2020 through the end of the term.
(3) Migrates to three month LIBOR + 3.884% beginning November 16, 2021 through the end of the term.
(4) Migrates to three month LIBOR + 3.59% beginning October 1, 2019 through the end of the term if not redeemed on that date.
(5) Coupon structure includes a floor of 5.5% and a cap of 9.5%.
(6) Borrowing capacity on the revolving credit facility is $75.0 million. At September 30, 2018, there was no outstanding balance under this facility. An unused fee of 0.35% is assessed on the average daily unused amount of the loan.

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Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition at September 30, 2018 and December 31, 2017 and our results of operations for the three and nine months ended September 30, 2018 and 2017. 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. The following discussion and analysis should be read along with our consolidated financial statements and the related notes included elsewhere herein and the risk factors discussed herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (2017 10-K) and the other reports we have filed with the Securities and Exchange Commission since we filed the 2017 10-K.

Overview

Our diluted net income per common share for the three and nine months ended September 30, 2018 was $1.21 and $3.41, respectively, compared to $0.83 and $2.46 for the same periods in 2017, respectively. At September 30, 2018, loans had increased to $17.46 billion, as compared to $15.63 billion at December 31, 2017, and total deposits increased to $18.41 billion at September 30, 2018 from $16.45 billion at December 31, 2017. The comparability of our financial performance for the three and nine month periods ended September 30, 2018 compared to the comparable periods in 2017 has been impacted by the June 16, 2017 acquisition of BNC Bancorp (BNC).

BNC Acquisition. We acquired BNC on June 16, 2017. BNC's net assets were fair valued at $602.7 million, including loans valued at $5.60 billion and deposits valued at $6.21 billion. This acquisition expanded our footprint into the Carolinas and Virginia.
 
Each holder of BNC common stock (including restricted shares) received 0.5235 shares of Pinnacle Financial's common stock for each share of BNC common stock held by each shareholder on the closing date. We issued 27,687,100 shares of common stock and paid cash consideration of approximately $129,000, related to fractional shares, to the BNC shareholders. Included in the common stock issued were 136,890 assumed shares of unvested restricted stock that are continuing to vest over their original contractual terms. The fair value of these awards was $9.2 million, with $5.4 million attributable to precombination services provided by the recipients prior to the merger, that accordingly was included as merger consideration.

Results of Operations.  Our net interest income increased to $189.4 million and $546.1 million for the three and nine months ended September 30, 2018, respectively, compared to $172.9 million and $368.3 million for the same periods in the prior year, representing an increase of $16.5 million and $177.8 million, respectively. For the nine months ended September 30, 2018 when compared to the comparable period in 2017, much of this growth was largely the result of our merger with BNC as well as continued organic loan growth subsequent to the merger. The net interest margin (the ratio of net interest income to average earning assets) for the three and nine months ended September 30, 2018 was 3.65% and 3.70%, respectively, compared to 3.87% and 3.75%, respectively, for the same periods in 2017.
 
Our provision for loan losses was $8.7 million and $25.1 million for the three and nine months ended September 30, 2018, respectively, compared to $6.9 million and $17.4 million, respectively, for the same periods in 2017. Net charge-offs were $4.4 million and $12.3 million for the three and nine months ended September 30, 2018, respectively, compared to $3.7 million and $11.2 million, respectively, for the same periods in 2017. Provision expense for all periods was impacted by organic loan growth. For the three and nine months September 30, 2018, provision expense included a $2.5 million provision for potential losses incurred in connection with Hurricane Florence that impacted operations in the Carolinas and Virginia and by charge-offs realized in our consumer portfolio, primarily related to non-prime automobile loans.
At September 30, 2018, our allowance for loan losses as a percentage of total loans was 0.46% compared to 0.43% at December 31, 2017. The calculated allowance for loan losses as a percentage of total loans is impacted by the acquired loan portfolios being accounted for at fair value as of the respective acquisition date. At September 30, 2018, the remaining fair value discount for all acquired portfolios was $110.0 million, consisting of $19.3 million of nonaccretable discount attributable to purchase credit impaired loans and $90.7 million of accretable discount. For loans acquired in connection with our mergers, the calculation of the allowance for loan losses subsequent to the acquisition date is consistent with that utilized for legacy Pinnacle Financial loans. Our accounting policy is to compare the computed allowance for loan losses on purchased loans to the remaining fair value adjustment at the individual loan level. Generally the fair value adjustments are expected to accrete to interest income over the remaining contractual life of the underlying loans and decrease proportionately with the related loan balance. However, if the computed allowance is greater than the remaining fair value adjustment, the excess is added to the allowance for loan losses by a provision for loan losses. Additional provisioning for purchased portfolios results from credit deterioration on the individual loan or from increased borrowings on loans and lines that existed as of the acquisition date. Should a loan with a remaining fair value discount be paid off prior to maturity, the remaining fair value discount is recognized as interest income in the period when the loan is paid off.

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Table of Contents


Noninterest income increased by $8.2 million, or 19.0%, and $34.9 million, or 32.1%, during the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. A portion of the growth in noninterest income was attributable to an increase in income from equity method investment which was $14.2 million and $33.3 million for the three and nine months ended September 30, 2018, respectively, compared to $8.9 million and $25.5 million for the same periods in the prior year. Increased contributions from our fee-based businesses such as investments, insurance and trust, resulting from both organic growth and our June 16, 2017 merger with BNC as well as gains on bank-owned life insurance also contributed to year-over-year growth in noninterest income.
Noninterest expense increased by $4.3 million, or 3.9%, and $89.9 million, or 36.9%, during the three and nine months ended September 30, 2018, respectively, as compared to the three and nine months ended September 30, 2017. The change in noninterest expense during the above noted periods reflects the impact of our merger with BNC that contributed to increased salaries and employment benefits, increased equipment and occupancy costs due to our expanded retail network, increases to our associate base as we continue to hire experienced bankers throughout our footprint, increased marketing and other business development expenses and increased intangible amortization expense offset by decreased merger-related expenses. Salaries and employee benefits were $69.1 million and $196.9 million for the three and nine months ended September 30, 2018 compared to $64.3 million and $146.3 million for the three and nine months ended September 30, 2017. This increase primarily resulted from annual merit increases and our acquisition of BNC on June 16, 2017. At September 30, 2018. There were no merger-related expenses recorded during the three months ended September 30, 2018. Merger-related expenses for the nine months ended September 30, 2018 were $8.3 million, compared to $8.8 million and $12.7 million for the three and nine months ended September 30, 2017, respectively. Merger-related expenses incurred for the nine months ended September 30, 2018 related to our merger with BNC and were inclusive of costs associated with associate retention packages and cultural and technology integrations.
During the three and nine months ended September 30, 2018, Pinnacle Financial recorded income tax expense of $24.4 million and $67.1 million, respectively, compared to $35.1 million and $68.8 million for the three and nine months ended September 30, 2017, respectively. Pinnacle Financial's effective tax rate for the three and nine months ended September 30, 2018 was 20.7% and 20.3%, respectively, compared to 35.2% and 31.9% for the three and nine months ended September 30, 2017, respectively. The reduction in the effective tax rate is largely due to the reduction in the federal statutory corporate tax rate following enactment of the Tax Cuts and Jobs Act. Pinnacle Financial's effective tax rate differs from the combined federal and state income tax statutory rate applicable to Pinnacle Financial of 26.14% at September 30, 2018 and 39.23% at September 30, 2017 primarily due to our investments in bank-qualified municipal securities, tax benefits from our real estate investment trust subsidiary, participation in Tennessee's Community Investment Tax Credit (CITC) program, tax benefits associated with bank-owned life insurance and tax savings from our captive insurance subsidiary, offset in part by the limitation on deductibility of meals and entertainment expense and non-deductible FDIC insurance premiums. Tax benefits associated with our equity-based compensation program also reduced our income tax expense in both periods and resulted in tax benefits of $199,000 and $3.0 million for the three and nine months ended September 30, 2018, respectively, compared to $59,000 and $4.6 million, respectively, for the same periods in the prior year.
Our efficiency ratio (the ratio of noninterest expense to the sum of net interest income and noninterest income) was 47.3% and 48.3%, respectively, for the three and nine months ended September 30, 2018 compared to 50.8% and 51.1%, respectively, for the same periods in 2017. The efficiency ratio measures the amount of expense that is incurred to generate a dollar of revenue. The efficiency ratio improved between the 2017 and 2018 comparative periods primarily due to the substantial completion in the first quarter of 2018 of the integration and technology conversion associated with the acquisition of BNC.
Financial Condition.  Reflecting organic growth due to continued economic growth in our core markets, increases in the number of relationship advisors and continued focus on attracting new customers to our company, net loans increased $1.82 billion, or 11.7%, during the nine months ended September 30, 2018, when compared to December 31, 2017. Total deposits were $18.41 billion at September 30, 2018, compared to $16.45 billion at December 31, 2017, an increase of $1.96 billion, or 11.9%.
Capital and Liquidity. At September 30, 2018 and December 31, 2017, our capital ratios, including our bank's capital ratios, exceeded regulatory minimum capital requirements and those necessary to be considered well-capitalized under applicable federal regulations. See Note 11. Regulatory Matters in the Consolidated Financial Statements. From time to time we may be required to support the capital needs of our bank (Pinnacle Bank). At September 30, 2018, we had approximately $78.8 million of cash at the holding company, substantially all of which could be used to support our bank. We believe we have various capital raising techniques available to us to provide for the capital needs of our company and bank, including an established line of credit with another bank that can be utilized, subject to the terms and conditions thereof, to provide up to $75 million of additional capital support to Pinnacle Bank, if needed.

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Table of Contents

Critical Accounting Estimates
The accounting principles we follow and our methods of applying these principles conform with U.S. GAAP and with general practices within the banking industry. There have been no significant changes to our Critical Accounting Policies as described in our 2017 10-K.

Results of Operations
The following is a summary of our results of operations (dollars in thousands, except per share data):
 
Three months ended
September 30,
 
2018 - 2017 Percent
 
Nine Months Ended
September 30,
 
2018 - 2017 
Percent
 
2018
 
2017
 
Increase (Decrease)
 
2018
 
2017
 
Increase (Decrease)
Interest income
$
248,110

 
$
201,896

 
22.9
 %
 
$
690,622

 
$
427,767

 
61.4
 %
Interest expense
58,690

 
28,986

 
102.5
 %
 
144,495

 
59,477

 
142.9
 %
Net interest income
189,420


172,910

 
9.5
 %
 
546,127


368,290

 
48.3
 %
Provision for loan losses
8,725

 
6,920

 
26.1
 %
 
25,058

 
17,384

 
44.1
 %
Net interest income after provision for loan losses
180,695


165,990

 
8.9
 %
 
521,069


350,906

 
48.5
 %
Noninterest income
51,478

 
43,248

 
19.0
 %
 
143,600

 
108,701

 
32.1
 %
Noninterest expense
113,990

 
109,736

 
3.9
 %
 
333,478

 
243,587

 
36.9
 %
Net income before income taxes
118,183


99,502

 
18.8
 %
 
331,191


216,020

 
53.3
 %
Income tax expense
24,436

 
35,060

 
(30.3
)%
 
67,069

 
68,839

 
(2.6
)%
Net income
$
93,747


$
64,442

 
45.5
 %
 
$
264,122


$
147,181

 
79.5
 %
 
 
 
 
 


 
 
 
 
 


Basic net income per common share
$
1.22

 
$
0.84

 
45.2
 %
 
$
3.42

 
$
2.48

 
37.9
 %
 
 
 
 
 


 
 
 
 
 
 
Diluted net income per common share
$
1.21

 
$
0.83

 
45.8
 %
 
$
3.41

 
$
2.46

 
38.6
 %

Net Interest Income.   Net interest income represents the amount by which interest earned on various earning assets exceeds interest paid on deposits and other interest-bearing liabilities and is the most significant component of our revenues. Net interest income totaled $189.4 million and $546.1 million, respectively, for the three and nine months ended September 30, 2018, an increase of $16.5 million and $177.8 million from the levels recorded in the same periods of 2017. This increase was attributable to the growth in our loan portfolio due to our merger with BNC, organic growth, and an increase in the interest rates we receive on interest earning assets, offset in part by increases in the volume and the rates we pay on deposits and our other funding sources. Average loans for the three and nine months ended September 30, 2018 were 14.9% and 49.3%, respectively, greater than average loan balances for the same periods in 2017.


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Table of Contents

The following tables set forth the amount of our average balances, interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for interest-earning assets and interest-bearing liabilities, net interest spread and net interest margin for the three and nine months ended September 30, 2018 and 2017 (dollars in thousands):
 
Three months ended
September 30, 2018
Three months ended
September 30, 2017
 
Average Balances
Interest
Rates/ Yields
Average Balances
Interest
Rates/ Yields
Interest-earning assets:
 
 
 
 
 
 
Loans (1)
$
17,259,139

$
221,901

5.15
%
$
15,016,642

$
183,570

4.91
%
Securities:
 
 
 
 
 
 
Taxable
1,803,104

12,209

2.69
%
2,080,512

12,067

2.30
%
Tax-exempt (2)
1,272,529

10,074

3.72
%
660,981

4,620

3.72
%
Federal funds sold and other
647,728

3,926

2.40
%
379,769

1,639

1.71
%
Total interest-earning assets
20,982,500

$
248,110

4.76
%
18,137,904

$
201,896

4.50
%
Nonearning assets
 
 
 
 
 
 
Intangible assets
1,857,413

 
 
1,860,282

 
 
Other nonearning assets
1,285,138

 
 
1,213,273

 
 
Total assets
$
24,125,051

 
 
$
21,211,459

 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
Interest bearing DDAs
$
828,420

$
2,566

1.23
%
$
616,404

$
1,213

0.78
%
Interest checking
2,247,605

5,277

0.93
%
2,042,329

2,155

0.42
%
Savings and money market
7,284,373

21,125

1.15
%
6,727,136

10,725

0.63
%
Time
3,421,451

15,204

1.76
%
2,488,756

5,011

0.80
%
Total interest-bearing deposits
13,781,849

44,172

1.27
%
11,874,625

19,104

0.64
%
Securities sold under agreements to repurchase
146,864

165

0.44
%
160,726

148

0.37
%
Federal Home Loan Bank advances
1,497,511

8,171

2.16
%
1,059,032

3,959

1.48
%
Subordinated debt and other borrowings
468,990

6,182

5.29
%
473,805

5,775

4.84
%
Total interest-bearing liabilities
15,895,214

58,690

1.46
%
13,568,188

28,986

0.85
%
Noninterest-bearing deposits
4,330,917


0.00
%
3,953,855


0.00
%
Total deposits and interest-bearing liabilities
20,226,131

$
58,690

1.15
%
17,522,043

$
28,986

0.66
%
Other liabilities
24,490

 
 
34,387

 
 
Stockholders' equity 
3,874,430

 
 
3,655,029

 
 
Total liabilities and shareholders' equity
$
24,125,051

 
 
$
21,211,459

 
 
Net  interest  income 
 
$
189,420

 
 
$
172,910

 
Net interest spread (3)
 
 
3.30
%
 
 
3.65
%
Net interest margin (4)
 
 
3.65
%
 
 
3.87
%

(1) Average balances of nonaccrual loans are included in the above amounts.
(2) Yields based on the carrying value of those tax-exempt instruments are shown on a fully tax equivalent basis and include $3.8 million of taxable equivalent income for the quarter ended September 30, 2018 compared to $3.6 million for the quarter ended September 30, 2017.
(3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities.  The net interest spread calculation excludes the impact of demand deposits.  Had the impact of demand deposits been included, the net interest spread for the three months ended September 30, 2018 would have been 3.61% compared to a net interest spread of 3.84% for the three months ended September 30, 2017.
(4) Net interest margin is the result of annualized net interest income calculated on a tax-equivalent basis divided by average interest-earning assets for the period.


43

Table of Contents

 
Nine months ended
September 30, 2018
Nine months ended
September 30, 2017
 
Average Balances
Interest
Rates/ Yields
Average Balances
Interest
Rates/ Yields
Interest-earning assets:
 
 
 
 
 
 
Loans (1)
$
16,653,548

$
621,873

5.04
%
$
11,154,340

$
389,093

4.73
%
Securities:
 
 
 
 
 
 
Taxable
1,796,816

35,179

2.62
%
1,593,590

26,765

2.25
%
Tax-exempt (2)
1,162,587

25,709

3.51
%
404,756

8,533

3.78
%
Federal funds sold and other
476,219

7,861

2.21
%
300,552

3,376

1.50
%
Total interest-earning assets
20,089,170

$
690,622

4.66
%
13,453,238

$
427,767

4.34
%
Nonearning assets
 
 
 
 
 
 
Intangible assets
1,860,649

 
 
1,075,109

 
 
Other nonearning assets
1,246,081

 
 
830,337

 
 
Total assets
$
23,195,900

 
 
$
15,358,684

 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
Interest bearing DDAs
$
803,230

$
6,483

1.08
%
$
554,196

$
2,712

0.65
%
Interest checking
2,205,466

12,853

0.78
%
1,652,738

5,062

0.41
%
Savings and money market
6,850,249

49,294

0.96
%
5,043,033

21,175

0.56
%
Time
2,960,055

32,290

1.46
%
1,498,114

9,267

0.83
%
Total interest-bearing deposits
12,819,000

100,920

1.05
%
8,748,081

38,216

0.58
%
Securities sold under agreements to repurchase
133,489

438

0.44
%
113,687

277

0.33
%
Federal Home Loan Bank advances
1,655,222

24,867

2.01
%
560,121

6,347

1.52
%
Subordinated debt and other borrowings
470,564

18,270

5.19
%
401,814

14,637

4.87
%
Total interest-bearing liabilities
15,078,275

144,495

1.28
%
9,823,703

59,477

0.81
%
Noninterest-bearing deposits
4,301,952


0.00
%
3,050,640


0.00
%
Total deposits and interest-bearing liabilities
19,380,227

$
144,495

1.00
%
12,874,343

$
59,477

0.62
%
Other liabilities
14,145

 
 
20,486

 
 
Stockholders' equity 
3,801,528

 
 
2,463,855

 
 
Total liabilities and shareholders' equity
$
23,195,900

 
 
$
15,358,684

 
 
Net  interest  income 
 
$
546,127

 
 
$
368,290

 
Net interest spread (3)
 
 
3.38
%
 
 
3.53
%
Net interest margin (4)
 
 
3.70
%
 
 
3.75
%

(1) Average balances of nonaccrual loans are included in the above amounts.
(2) Yields based on the carrying value of those tax-exempt instruments are shown on a fully tax equivalent basis and include $10.4 million of taxable equivalent income for the nine months ended September 30, 2018 compared to $8.3 million for the nine months ended September 30, 2017.
(3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities.  The net interest spread calculation excludes the impact of demand deposits.  Had the impact of demand deposits been included, the net interest spread for the nine months ended September 30, 2018 would have been 3.67% compared to a net interest spread of 3.72% for the nine months ended September 30, 2017.
(4) Net interest margin is the result of annualized net interest income calculated on a tax-equivalent basis divided by average interest-earning assets for the period.

For the three and nine months ended September 30, 2018, our net interest margin was 3.65% and 3.70%, respectively, compared to 3.87% and 3.75% for the three and nine months ended September 30, 2017, respectively. Although our net interest margin for the three and nine month periods ended September 30, 2018 was positively impacted by yield expansion in our earning asset portfolio, these increases were offset by increases in our total funding costs. The expansion of our earning asset yields was driven in part by the impact of recent Federal funds rate increases, which positively impacted our floating and variable rate loan and investment portfolios. During the three and nine months ended September 30, 2018, our earning asset yield increased by 26 basis points and 32 basis points, respectively, from the same periods in the prior year while total funding rates increased by 49 basis points and 38 basis points compared to the three and nine months ended September 30, 2017. The increase in our core funding costs was primarily caused by higher prevailing market interest rates and increased FHLB borrowings which have higher interest rates than our deposits.


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We continue to deploy various asset liability management strategies to manage our risk to interest rate fluctuations. Although the recent rise in interest rates has lifted the yields we receive on earnings assets, pricing for creditworthy borrowers and meaningful depositors is very competitive in our markets and may continue to adversely impact our margins. We anticipate that this challenging competitive environment will continue during the remainder of 2018. We also expect the impact of purchase accounting on our net interest income will continue to decrease in future periods. However, we believe our net interest income should continue to increase in 2018 compared to 2017 primarily due to an increase in average earning asset volumes, including both loans and our securities portfolio. We seek to fund these increased earning assets by growing our core deposits, but will utilize wholesale and other forms of noncore funding to fund a shortfall, if any.

Provision for Loan Losses. The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management's evaluation, should be adequate to provide coverage for the inherent losses on outstanding loans. Based upon management's assessment of the loan portfolio, we adjust our allowance for loan losses to an amount deemed appropriate to adequately cover probable losses inherent in the loan portfolio. At September 30, 2018, our allowance for loan losses as a percentage of total loans was 0.46%, up slightly from 0.43% at December 31, 2017. The absolute level of our allowance for loan losses is largely driven by continued favorable credit experience in our larger portfolios and we believe it is supported by the strong economies presently in place in the markets in which we operate.

The provision for loan losses amounted to $8.7 million and $25.1 million, respectively, and for the three and nine months ended September 30, 2018 compared to $6.9 million and $17.4 million, respectively, for the three and nine months ended September 30, 2017. Provision expense is impacted by the absolute level of loans, loan growth, the credit quality of the loan portfolio and the amount of net charge-offs. Provision expense in the third quarter of 2018 continued to be negatively impacted by charge-offs realized in our consumer portfolio, primarily related to non-prime automobile loans, and also reflected the increase in our loan portfolio resulting from organic loan growth in 2018. In addition, we recorded a provision of $2.5 million in the third quarter to absorb potential incurred losses related to Hurricane Florence.

Noninterest Income.  Our noninterest income is composed of several components, some of which vary significantly between quarterly and annual periods. Service charges on deposit accounts and other noninterest income generally reflect customer growth trends, while fees from our wealth management departments, the origination of mortgage loans and gains and losses on the sale of securities will often reflect financial market conditions and fluctuate from period to period.

The following is a summary of our noninterest income for the three and nine months ended September 30, 2018 and 2017 (dollars in thousands):
 
Three months ended
September 30,
 
2018 - 2017
Percent
 
Nine Months Ended
September 30,
 
2018 - 2017
Percent
 
2018
 
2017
 
Increase (Decrease)
 
2018
 
2017
 
Increase (Decrease)
Noninterest income:
 
 
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
$
6,404

 
$
5,921

 
8.2%
 
$
18,289

 
$
13,955

 
31.1%
Investment services
5,237

 
3,660

 
43.1%
 
15,250

 
9,592

 
59.0%
Insurance sales commissions
2,126

 
2,123

 
0.1%
 
7,293

 
5,444

 
34.0%
Gains on mortgage loans sold, net
3,902

 
5,963

 
(34.6)%
 
11,423

 
14,785

 
(22.7)%
Gain on sale of investment securities, net
11

 

 
NA
 
41

 

 
NA
Income from equity method investment
14,236

 
8,937

 
59.3%
 
33,286

 
25,514

 
30.5%
Trust fees
3,087

 
2,636

 
17.1%
 
9,768

 
6,019

 
62.3%
Other noninterest income:
 
 
 
 

 
 
 
 
 

Interchange and other consumer fees
10,682

 
7,665

 
39.4%
 
28,658

 
21,388

 
34.0%
Bank-owned life insurance
3,397

 
2,623

 
29.5%
 
9,043

 
5,117

 
76.7%
Loan swap fees
733

 
1,011

 
(27.5)%
 
1,989

 
1,608

 
23.7%
SBA loan sales
565

 
1,134

 
(50.2)%
 
3,410

 
2,156

 
58.2%
Gain (loss) on other equity investments
(85
)
 
333

 
(125.5)%
 
2,216

 
864

 
156.5%
Other noninterest income
1,183

 
1,242

 
(4.8)%
 
2,934

 
2,259

 
29.9%
Total other noninterest income
16,475


14,008

 
17.6%
 
48,250


33,392

 
44.5%
Total noninterest income
$
51,478


$
43,248

 
19.0%
 
$
143,600


$
108,701

 
32.1%


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The increase in service charges on deposit accounts in the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017 is primarily related to increased analysis fees due to an increase in the volume and number of commercial checking accounts resulting from our acquisition of BNC and organic growth within this product subsequent to the closing of that acquisition.
 
Income from our wealth management groups (investments, insurance and trust) is also included in noninterest income. For the three and nine months ended September 30, 2018, commissions and fees from investment services at our financial advisory unit, Pinnacle Asset Management, a division of Pinnacle Bank, increased by $1.6 million and $5.7 million, respectively, as compared to the three and nine months ended September 30, 2017. At September 30, 2018 and 2017, Pinnacle Asset Management was receiving commissions and fees in connection with approximately $4.00 billion and $2.98 billion, respectively, in brokerage assets. Revenues from the sale of insurance products by our insurance subsidiaries for the three months ended September 30, 2018 were relatively flat compared to the same period in the prior year and for the nine months ended September 30, 2018 up approximately $1.8 million when compared to the same period in the prior year. Included in insurance revenues for the nine months ended September 30, 2018 was $1.0 million of contingent income received in the first quarter of 2018 and was based on 2017 sales production and improved claims experience compared to $652,000 recorded in the same period in the prior year. Additionally, at September 30, 2018, our trust department was receiving fees on approximately $2.07 billion of managed assets compared to $1.88 billion at September 30, 2017, reflecting organic growth. The growth in our wealth management businesses is attributable to our expanded distribution platform in our new markets as well as the addition of associates in our legacy Tennessee markets.

Gains on mortgage loans sold, net, consists of fees from the origination and sale of mortgage loans. These mortgage fees are for loans originated in our markets that are subsequently sold to third-party investors. Substantially all of these loan sales transfer servicing rights to the buyer. Generally, mortgage origination fees increase in lower interest rate environments and more robust housing markets and decrease in rising interest rate environments and more challenging housing markets. Mortgage origination fees will fluctuate from quarter to quarter as the rate environment changes. Gains on mortgage loans sold, net, were $3.9 million and $11.4 million, respectively, for the three and nine months ended September 30, 2018 as compared to $6.0 million and $14.8 million, respectively, for the same periods in the prior year. We hedge a portion of our mortgage pipeline as part of a mandatory delivery program. There is positive correlation between the size of the mortgage pipeline and the value of this hedge. The hedge is not designated as a hedge for GAAP purposes and, as such, changes in its fair value are recorded directly through the income statement. Therefore, the size of the outstanding mortgage pipeline at any reporting period will directly impact the amount of revenue recorded for mortgage loans held for sale in any one period. An overall increase in the volume of loans included in the mortgage pipeline typically results in a gain on the change in the fair market value of the hedge. Decreases in the volume of loans included in the mortgage pipeline are likely to negatively impact the gains we recognize as a result of this program.

Income from equity-method investment is comprised solely of income from our 49% equity-method investment in BHG. Income from this equity-method investment was $14.2 million and $33.3 million, respectively, for the three and nine months ended September 30, 2018 compared to $8.9 million and $25.5 million, respectively, for the same periods last year. Income from equity-method investment is recorded net of associated expenses, including amortization expense associated with customer lists and other intangible assets of $693,000 and $2.1 million, respectively, for the three and nine months ended September 30, 2018 compared to $832,000 and $2.5 million for the three and nine months ended September 30, 2017. At September 30, 2018, there were $11.3 million of these intangible assets which will be amortized in lesser amounts over the next 17 years.  Also included in income from equity-method investment, is accretion income associated with the fair valuation of certain of BHG's liabilities of $719,000 and $2.2 million, respectively, for the three and nine months ended September 30, 2018, compared to $758,000 and $2.3 million for the three and nine months ended September 30, 2017. At September 30, 2018, there were $8.1 million of these liabilities which will be accreted into income in lesser amounts over the next 8 years.

During the three and nine months ended September 30, 2018, Pinnacle Financial and Pinnacle Bank received dividends from BHG of $10.2 million and $33.7 million, respectively, in the aggregate compared to $4.5 million and $19.4 million for the same periods in the prior year, which reduced the carrying amount of our investment in BHG, while earnings from BHG during the three and nine months ended September 30, 2018 increased the carrying amount of our investment in BHG. Profits from intercompany transactions are eliminated. Our proportionate share of earnings from BHG is included in our consolidated tax return. No loans were purchased from BHG by Pinnacle Bank for the nine month periods ended September 30, 2018 or 2017, respectively. Earnings from BHG may fluctuate from period-to-period.


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As our ownership interest in BHG is 49%, we do not consolidate BHG's results of operations or financial position into our financial statements but record the net result of BHG's activities at our percentage ownership in income from equity method investment in noninterest income.  For the three and nine months ended September 30, 2018, BHG reported $59.1 million and $151.9 million, respectively, in revenues, net of substitution losses of $12.1 million and $33.9 million, respectively, compared to revenues of $42.0 million and $113.2 million, respectively, for the three and nine months ended September 30, 2017, net of substitution losses of $9.1 million and $31.9 million, respectively.

Approximately $46.7 million and $120.8 million, respectively, of BHG's revenues for the three and nine months ended September 30, 2018 related to gains on the sale of commercial loans BHG had previously issued to doctor, dentist and other medical and professional practices compared to $33.5 million and $89.6 million, respectively, for the three and nine months ended September 30, 2017. BHG refers to this activity as its core product. BHG typically funds these loans from cash reserves on its balance sheet. Subsequent to origination, these core product loans are typically sold by BHG with no recourse to a network of community banks and other financial institutions at a premium to the par value of the loan. The purchaser may access a BHG cash reserve account of up to 3% of the loan balance to support loan payments. BHG retains no servicing or other responsibilities related to the core product loan once sold. As a result, this gain on sale premium represents BHG's compensation for absorbing the costs to originate the loan as well as marketing expenses associated with maintaining its business model. At September 30, 2018, there were $1.8 billion in core product loans previously sold by BHG that were being actively serviced by BHG's bank network of purchasers. 

Traditionally, BHG, at its sole option, may also provide purchasers of these core product loans the ability to substitute the acquired loan with another more recently-issued BHG loan should the previously-acquired loan become at least 90-days past due as to its monthly payments. This substitution is subject to the purchaser having adhered to the standards of its purchase agreement with BHG. Additionally, all substitutions are subject to the approval by BHG's board of managers. As a result, the reacquired loans are deemed purchase credit impaired and recorded on BHG's balance sheet at the net present value of the loan's anticipated cash flows.  BHG will then initiate collection efforts and attempt to restore the reacquired loan to performing status. Substitution losses are recorded as a contra revenue account and reduce total revenues discussed above. BHG maintained a liability as of September 30, 2018 and 2017 of $85.0 million and $63.9 million, respectively, that represents an estimate of the future inherent losses for the outstanding core portfolio that may be subject to future substitution.

BHG will maintain loans on its balance sheet for a period of time prior to sale or transfer to a purchaser. Alternatively, BHG may elect to keep certain loans on its balance sheet through maturity. BHG also has an investment portfolio on which it earns interest and dividend income. Net interest income and fees associated with this activity amounted to $9.3 million and $23.1 million, respectively, for the three and nine months ended September 30, 2018 compared to $5.0 million and $13.8 million, respectively, for the three and nine months ended September 30, 2017

Additionally, BHG will also refer loans to other lenders and, based on an agreement with the lender, earn a fee for doing so. Typically, these are loans that BHG believes would either be classified as consumer-type loans rather than commercial loans, the loans fail to meet the credit underwriting standards of BHG but another lender will accept the loans or are loans to borrowers in certain geographic locations where BHG has elected not to do business. For the three and nine months ended September 30, 2018, BHG recognized fee income of $378,000 and $962,000, respectively, as compared to $1.9 million and $5.8 million, respectively, for the same periods in the prior year related to these activities.  

Included in other noninterest income are interchange and other consumer fees, gains from bank-owned life insurance, swap fees earned for the facilitation of derivative transactions for our clients, SBA loan sales, gains or losses on other equity investments and other noninterest income items. Interchange revenues increased in the three and nine months ended September 30, 2018 as a result of increased debit and credit card transactions as compared to the comparable periods in 2017 resulting from both customers added through acquisition and organic growth, but were negatively impacted by the Durbin amendment which was applicable to us beginning on July 1, 2017. Other noninterest income included changes in the cash surrender value of bank-owned life insurance which was $3.4 million and $9.0 million, respectively, for the three and nine months ended September 30, 2018 compared to $2.6 million and $5.1 million, respectively, for the three and nine months ended September 30, 2017. The increase in earnings on these bank-owned life insurance policies resulted primarily from the purchase of $50.0 million of new policies during the second quarter of 2018, $50.0 million of new policies purchased in the third quarter of 2018 as well as the additional $202.3 million of bank-owned life insurance policies with terms similar to our existing policies which were added upon acquisition of BNC. The assets that support these policies are administered by the life insurance carriers and the income we recognize (i.e., increases or decreases in the cash surrender value of the policies) on these policies is dependent upon the returns the insurance carriers are able to earn on the underlying investments that support the policies. Earnings on these policies generally are not taxable. Loan swap fees and SBA loan sales are all included in other noninterest income and fluctuate based on the current market environment. Additionally, the carrying values of other equity

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investments are adjusted either upwards or downwards from the transaction price to reflect expected exit values as evidenced by financing and sale transactions with third parties, or when determination of a valuation adjustment is confirmed through ongoing reviews by senior investment managers.

Noninterest Expense.  Noninterest expense consists of salaries and employee benefits, equipment and occupancy expenses, other real estate expenses, and other operating expenses. The following is a summary of our noninterest expense for the three and nine months ended September 30, 2018 and 2017 (in thousands):
 
Three Months Ended
September 30,
 
2018 - 2017
Percent
 
Nine Months Ended
September 30,
 
2018 - 2017
Percent
 
2018
 
2017
 
Increase (Decrease)
 
2018
 
2017
 
Increase (Decrease)
Noninterest expense:
 
 
 
 
 
 
 
 
 
 
 
Salaries and employee benefits:
 
 
 
 
 
 
 
 
 
 
 
Salaries
$
41,024

 
$
41,252

 
(0.6%)
 
$
119,264

 
$
90,979

 
31.1%
Commissions
3,011

 
2,042

 
47.5%
 
9,188

 
5,512

 
66.7%
Cash and equity incentives
14,505

 
13,042

 
11.2%
 
35,908

 
28,028

 
28.1%
Employee benefits and other
10,577

 
7,952

 
33.0%
 
32,588

 
21,797

 
49.5%
Total salaries and employee benefits
69,117

 
64,288

 
7.5%
 
196,948

 
146,316

 
34.6%
Equipment and occupancy
19,252

 
16,590

 
16.0%
 
55,203

 
36,978

 
49.3%
Other real estate expense
67

 
513

 
(86.9%)
 
92

 
827

 
(88.9%)
Marketing and other business development
3,293

 
2,222

 
48.2%
 
8,084

 
6,228

 
29.8%
Postage and supplies
1,654

 
1,755

 
(5.8%)
 
5,984

 
4,074

 
46.9%
Amortization of intangibles
2,616

 
3,077

 
(15.0%)
 
7,973

 
5,745

 
38.8%
Merger-related expense

 
8,847

 
(100.0%)
 
8,259

 
12,740

 
(35.2%)
Other noninterest expense:
 
 
 
 
 
 
 
 
 
 
 
Deposit related expense
5,982

 
2,790

 
114.4%
 
17,735

 
6,942

 
155.5%
Lending related expense
5,664

 
3,850

 
47.1%
 
14,267

 
9,459

 
50.8%
Wealth management related expense
433

 
393

 
10.2%
 
1,420

 
1,111

 
27.8%
Other noninterest expense
5,912

 
5,411

 
9.3%
 
17,513

 
13,167

 
33.0%
Total other noninterest expense
$
17,991

 
$
12,444

 
44.6%
 
$
50,935

 
$
30,679

 
66.0%
Total noninterest expense
$
113,990

 
$
109,736

 
3.9%
 
$
333,478

 
$
243,587

 
36.9%

Total salaries and employee benefits expenses increased approximately $4.8 million and $50.6 million, respectively, for the three and nine months ended September 30, 2018 compared to the same periods in 2017, primarily the result of our annual merit increases that are effective on January 1 of each year as well as increases in our associate base following our acquisition of BNC on June 16, 2017 and as a result of our efforts to continue to hire experienced bankers throughout our footprint. At September 30, 2018, our associate base was 2,249.5 full-time equivalent associates as compared to 2,194.5 at September 30, 2017. We expect salary and benefit expenses will continue to rise as we hire more experienced bankers throughout our expanded franchise.

We believe that cash and equity incentives are a valuable tool in motivating an associate base that is focused on providing our clients effective financial advice and increasing shareholder value. As a result, and unlike many other financial institutions, all of our non-commissioned associates participate in our annual cash incentive plan with a minimum targeted bonus equal to 10% of each associate's annual salary, and all of our associates participate in our equity compensation plans. Under the annual cash incentive plan, the targeted level of incentive payments requires achievement of a certain soundness threshold and a targeted level of revenues and earnings (subject to certain adjustments). To the extent that the soundness threshold is met and revenues and earnings are above or below the targeted amount, the aggregate incentive payments are increased or decreased. Historically, we have paid between 0% and 125% of our targeted incentives. Through the third quarter of 2018, we have accrued incentive costs for the cash incentive plan in 2018 at approximately 90% of our targeted awards.


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Also included in employee benefits and other expense for the three and nine months ended September 30, 2018 were approximately $4.5 million and $13.3 million, respectively, of compensation expenses related to equity-based awards for restricted shares or restricted share units, including those with performance-based vesting criteria compared to $4.4 million and $11.5 million, respectively, for the three and nine months ended September 30, 2017. We have not issued stock options since 2008. Under our equity incentive plans, we provide a broad-based equity incentive program for all associates. We believe that equity incentives provide a vehicle for all associates to become meaningful shareholders of Pinnacle Financial over an extended period of time and create a shareholder-centric culture throughout our organization. Our compensation expense associated with equity awards for the three and nine months ended September 30, 2018 increased when compared to the three and nine months ended September 30, 2017 as a result of the additional associates we have hired as a result of our acquisition of BNC or thereafter throughout our footprint. We expect our compensation expense associated with equity awards to continue to increase during the remainder of 2018 when compared to 2017 as a result of the equity awards we have issued to new associates including those BNC associates we have retained and our intention to hire additional experienced financial advisors during the remainder of 2018. Employee benefits and other expenses also includes costs associated with our 401k plan, health insurance, and payroll taxes.

Equipment and occupancy expenses for the three and nine months ended September 30, 2018 increased $2.7 million and $18.2 million, respectively, as compared to the same periods in the prior year due to our BNC merger, including the completion and opening of an office in North Carolina in 2018, and two new locations opened in our Tennessee markets in the latter part of 2017. We believe the number of our locations will increase over an extended period of time, particularly in our Tennessee markets. In future periods, these expansions may lead to higher equipment and occupancy expenses as well as related increases in salaries and benefits expense. There are no current plans to materially expand our branch distribution in the Carolinas and Virginia.

Marketing and business development expense for the three and nine months ended September 30, 2018 was $3.3 million and $8.1 million, respectively, compared to $2.2 million and $6.2 million, respectively, for the three and nine months ended September 30, 2017. The primary source of the increase in 2018 as compared to 2017 is related to our merger with BNC and the associated marketing and business development expenses for our expanded footprint.

Intangible amortization expense was $2.6 million and $8.0 million, respectively, for the three and nine months ended September 30, 2018 compared to $3.1 million and $5.7 million for the same periods in 2017. The following table outlines our amortizing intangible assets, their initial valuation and amortizable lives at September 30, 2018:
 
 Year
acquired
 
Initial
Valuation
 (in millions)
 
Amortizable
Life
(in years)
 
Remaining Value
(in millions)
Core Deposit Intangible:
 
 
 
 
 
 
 
CapitalMark
2015
 
6.2

 
7

 
1.9

Magna Bank
2015
 
3.2

 
6

 
0.8

Avenue
2016
 
8.8

 
9

 
5.0

BNC
2017
 
48.1

 
10

 
38.6

Book of Business Intangible:
 
 
 

 
 

 
 
Miller Loughry Beach Insurance
2008
 
1.3

 
20

 
0.3

CapitalMark
2015
 
0.3

 
16

 
0.2

BNC Insurance
2017
 
0.4

 
20

 
0.4

BNC Trust
2017
 
1.9

 
10

 
1.7


These assets are being amortized on an accelerated basis which reflects the anticipated life of the underlying assets. Amortization expense of these intangibles is estimated to decrease from $9.4 million to $4.8 million per year over the next 5 years with lesser amounts for the remaining amortization period.

No merger-related expenses were recorded during the quarter ended September 30, 2018. During the nine months ended September 30, 2018, merger-related expenses were $8.3 million. Merger-related expenses were $8.8 million and $12.7 million, respectively, for the three and nine months ended September 30, 2017. In each of these periods, merger-related expenses incurred were associated with our merger with BNC. Merger-related expenses during the nine months ended September 30, 2018 and 2017 were inclusive of costs associated with associate retention packages and cultural and technology integrations.

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Deposit related expense increased by $3.2 million and $10.8 million, respectively, during the three and nine months ended September 30, 2018 when compared to the same periods in 2017. This increase is primarily the result of increases in FDIC insurance premiums of $2.2 million and $7.7 million in the three and nine months ended September 30, 2018, respectively. Lending and wealth management related expenses each increased during the three and nine months ended September 30, 2018 when compared to the same periods in 2017. These increases are directly correlated with increased lending and wealth management activities during the respective periods.

Total other noninterest expenses increased by $501,000 and $4.3 million, respectively, during the three and nine months ended September 30, 2018 when compared to the same periods in 2017. This increase is due to a variety of factors and includes increases in audit and consulting fees, increased regulatory exam fees and increased state franchise tax expense.

Our efficiency ratio (ratio of noninterest expense to the sum of net interest income and noninterest income) was 47.3% and 48.3%, respectively, for the three and nine months ended September 30, 2018 compared to 50.8% and 51.1%, respectively, for the three and nine months ended September 30, 2017. The efficiency ratio measures the amount of expense that is incurred to generate a dollar of revenue.

Income Taxes. During the three and nine months ended September 30, 2018, Pinnacle Financial recorded income tax expense of $24.4 million and $67.1 million, respectively, compared to $35.1 million and $68.8 million, respectively, for the three and nine months ended September 30, 2017. Pinnacle Financial's effective tax rate for the three and nine months ended September 30, 2018 was 20.7% and 20.3%, respectively, compared to 35.2% and 31.9%, respectively, for the three and nine months ended September 30, 2017, primarily due to the reduction in the federal statutory corporate tax rate following enactment of the Tax Cuts and Jobs Act. Pinnacle Financial's effective tax rate differs from the combined federal and state income tax statutory rate in effect of 26.14% and 39.23%, during the respective periods, primarily due to our investments in bank-qualified municipal securities, tax benefits from our real estate investment trust subsidiary, participation in Tennessee's Community Investment Tax Credit (CITC) program, tax benefits associated with bank-owned life insurance and tax savings from our captive insurance subsidiary, offset in part by the limitation on deductibility of meals and entertainment expense and non-deductible FDIC insurance premiums. Periodic income tax expense is also impacted upon the vesting of restricted share awards and the exercise of employee stock options and is recorded as a discrete item as a component of total income tax. Income tax expense was reduced by $199,000 and $3.0 million, respectively, for the three and nine months ended September 30, 2018 compared to a reduction of $59,000 and $4.6 million, respectively, for the three and nine months ended September 30, 2017, resulting from the vesting of such awards.

Tax Cuts and Jobs Act. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. Among other items, the Tax Cuts and Jobs Act reduced the corporate Federal tax rate from 35% to 21%. As a result of such decrease, we recognized a charge of $31.5 million in the fourth quarter of 2017 resulting from the revaluation of our deferred tax assets.

Under the Tax Cuts and Jobs Act, the qualified performance-based compensation exception to Section 162(m) that generally provided for the continued deductibility of performance-based compensation was repealed, effective for tax years commencing on or after January 1, 2018. Accordingly, commencing with our fiscal year ending December 31, 2018, compensation to our named executive officers in excess of $1,000,000 not awarded as performance-based compensation under binding agreements in effect as of November 2, 2017 will generally not be deductible, which will likely partially offset the expected reduction in our income tax expense resulting from the rate cut under the Tax Cuts and Jobs Act. Performance based compensation (meeting the requirements of Section 162(m) prior to amendment with the Tax Cuts and Jobs Act) that is earned on awards issued pursuant to binding agreements in effect as of November 2, 2017 will retain its status as tax deductible.

Financial Condition

Our consolidated balance sheet at September 30, 2018 reflects an increase in total loans outstanding to $17.46 billion compared to $15.63 billion at December 31, 2017. Total deposits increased by $1.96 billion between December 31, 2017 and September 30, 2018. Total assets were $24.56 billion at September 30, 2018 compared to $22.20 billion at December 31, 2017.

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Loans.  The composition of loans at September 30, 2018 and at December 31, 2017 and the percentage (%) of each classification to total loans are summarized as follows (dollars in thousands):
 
September 30, 2018
 
December 31, 2017
 
Amount
 
Percent
 
Amount
 
Percent
Commercial real estate – mortgage
$
7,215,119

 
41.3
%
 
$
6,669,610

 
42.7
%
Consumer real estate – mortgage
2,815,160

 
16.1
%
 
2,561,214

 
16.4
%
Construction and land development
2,059,009

 
11.8
%
 
1,908,288

 
12.2
%
Commercial and industrial
5,006,247

 
28.7
%
 
4,141,341

 
26.5
%
Consumer and other
368,474

 
2.1
%
 
352,663

 
2.2
%
Total loans
$
17,464,009

 
100.0
%
 
$
15,633,116

 
100.0
%

The composition of our loan portfolio has changed due to our merger with BNC, which had more of a commercial real estate focus, including construction, than we did in our legacy Tennessee markets. As we intend to focus on growth of the commercial and industrial segment in our expanded footprint, we continue to believe our commercial and industrial portfolio will again become a more substantial portion of our total loan portfolio. The commercial real estate – mortgage category includes owner-occupied commercial real estate loans.  At September 30, 2018, approximately 37.3% of the outstanding principal balance of our commercial real estate - mortgage loans was secured by owner-occupied commercial real estate properties. Owner-occupied commercial real estate is similar in many ways to our commercial and industrial lending in that these loans are generally made to businesses on the basis of the cash flows of the business rather than on the valuation of the real estate. Growth in the construction and land development loan segment reflects the development and growth of the local economies in which we operate and is diversified between commercial, residential and land.

Pinnacle Financial monitors two ratios regarding construction and commercial real estate lending as part of its concentration management processes.  Both ratios are calculated by dividing certain types of loan balances for each of the two categories by Pinnacle Bank’s total risk-based capital. At September 30, 2018 and December 31, 2017, Pinnacle Bank’s construction and land development loans as a percentage of total risk-based capital were 87.8% and 89.4%, respectively. Non-owner occupied commercial real estate and multifamily loans (including construction and land development loans) as a percentage of total risk-based capital were 287.6% and 297.1% as of September 30, 2018 and December 31, 2017, respectively. Banking regulations have established guidelines for the construction ratio of less than 100% of total risk-based capital and for the non-owner occupied ratio of less than 300% of total risk-based capital. When a bank’s ratios are in excess of one or both of these guidelines, banking regulations generally require an increased level of monitoring in these lending areas by bank management. While Pinnacle Bank was in excess of the 300% guideline for the first six months of 2018, at September 30, 2018, Pinnacle Bank was within the 100% and 300% guidelines and has established what it believes to be appropriate controls to monitor its lending in these areas as it aims to keep the level of these loans to below the 100% and 300% thresholds.

The following table classifies our fixed and variable rate loans at September 30, 2018 according to contractual maturities of (1) one year or less, (2) after one year through five years, and (3) after five years.  The table also classifies our variable rate loans pursuant to the contractual repricing dates of the underlying loans (dollars in thousands):
 
Amounts at September 30, 2018
 
Percentage
Percentage
 
Fixed
Rates
 
Variable
Rates
 
Totals
 
At September 30, 2018
At December 31,
 2017
Based on contractual maturity:
 
 
 
 
 
 
 
 
Due within one year
$
869,851

 
$
2,481,793

 
$
3,351,644

 
19.2%
18.2%
Due in one year to five years
4,611,450

 
3,953,916

 
$
8,565,366

 
49.0%
48.2%
Due after five years
2,638,201

 
2,908,798

 
$
5,546,999

 
31.8%
33.6%
Totals
$
8,119,502

 
$
9,344,507

 
$
17,464,009

 
100.0%
100.0%
 
 
 
 
 
 
 
 
 
Based on contractual repricing dates:
 
 
 
 
 
 
 
 
Daily floating rate (*)
$

 
$
2,683,545

 
$
2,683,545

 
15.4%
16.4%
Due within one year
869,851

 
6,055,934

 
6,925,785

 
39.6%
37.8%
Due in one year to five years
4,611,450

 
361,098

 
4,972,548

 
28.5%
28.4%
Due after five years
2,638,201

 
243,930

 
2,882,131

 
16.5%
17.4%
Totals
$
8,119,502

 
$
9,344,507

 
$
17,464,009

 
100.0%
100.0%
    

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The above information does not consider the impact of scheduled principal payments.

(*) Daily floating rate loans are tied to Pinnacle Bank's prime lending rate or a national interest rate index with the underlying loan rates changing in relation to changes in these indexes. Included in variable rate loans are $62.2 million of loans which are currently priced at their contractual floors with a weighted average rate of 6.00%. The weighted average contractual rate on these loans is 5.05%. As a result, interest income on these loans will not change until the contractual rate on the underlying loan exceeds the interest rate floor.
 
Accruing Loans in Past Due Status.  The following table is a summary of our accruing loans that were past due at least 30 days but less than 89 days and 90 days or more past due as of September 30, 2018 and December 31, 2017 (dollars in thousands):
 
September 30,
 
December 31,
Accruing loans past due 30 to 89 days:
2018
 
2017
Commercial real estate – mortgage
$
10,389

 
$
23,331

Consumer real estate – mortgage
13,358

 
14,835

Construction and land development
3,368

 
4,136

Commercial and industrial
10,741

 
7,406

Consumer and other
4,361

 
6,311

Total accruing loans past due 30 to 89 days
$
42,217

 
$
56,019

 
 
 
 
Accruing loans past due 90 days or more:
 
 
 

Commercial real estate – mortgage
$

 
$
104

Consumer real estate – mortgage

 
1,265

Construction and land development

 
146

Commercial and industrial
1,128

 
1,348

Consumer and other
645

 
1,276

Total accruing loans past due 90 days or more
$
1,773

 
$
4,139

 
 
 
 
Ratios:
 
 
 

Accruing loans past due 30 to 89 days as a percentage of total loans
0.24
%
 
0.36
%
Accruing loans past due 90 days or more as a percentage of total loans
0.01
%
 
0.02
%
Total accruing loans in past due status as a percentage of total loans
0.25
%
 
0.38
%

Potential Problem Loans. Potential problem loans, which are not included in nonperforming assets, amounted to approximately $202.5 million, or 1.2% of total loans at September 30, 2018, compared to $164.0 million, or 1.1% of total loans at December 31, 2017. Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators, for loans classified as substandard, excluding the impact of substandard nonaccrual loans and substandard troubled debt restructurings. Troubled debt restructurings are not included in potential problem loans. Approximately $7.8 million of potential problem loans were past due at least 30 days but less than 90 days as of September 30, 2018.

Nonperforming Assets and Troubled Debt Restructurings. At September 30, 2018, we had $95.6 million in nonperforming assets compared to $85.5 million at December 31, 2017. Included in nonperforming assets were $77.9 million in nonaccrual loans and $17.7 million in OREO and other nonperforming assets at September 30, 2018 and $57.5 million in nonaccrual loans and $28.0 million in OREO and other nonperforming assets at December 31, 2017. At September 30, 2018 and December 31, 2017, there were $6.1 million and $6.6 million, respectively, of troubled debt restructurings, all of which were accruing as of the restructured date and remain on accrual status but are considered impaired loans pursuant to U.S. GAAP.
 
Allowance for Loan Losses (allowance).  We maintain the allowance at a level that our management deems appropriate to adequately cover the probable losses inherent in the loan portfolio.  As of September 30, 2018 and December 31, 2017, our allowance for loan losses was approximately $80.0 million and $67.2 million, respectively, which our management deemed to be adequate at each of the respective dates. Our allowance for loan losses is adjusted to an amount that our management deems appropriate to adequately cover the probable losses in the loan portfolio based on our allowance for loan loss methodology. Our allowance for loan losses as a percentage of total loans was 0.46% at September 30, 2018, up slightly from 0.43% at December 31, 2017. As a result of our acquired loan portfolios being recorded at fair value upon acquisition, no allowance for loan losses is assigned to purchased loans as of the date of acquisition. However, an allowance for loan losses is recorded for purchased loans that have experienced credit deterioration subsequent to acquisition or increases in balances outstanding.

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As of September 30, 2018, net loans included a remaining net fair value discount of $110.0 million. For the nine months ended September 30, 2018, the net fair value discount changed as follows:
 
Accretable
Yield
 
Nonaccretable
Yield
 
Total
December 31, 2017
$
132,002

 
$
31,537

 
163,539

Acquisitions

 

 

Year-to-date accretion and settlements
(41,258
)
 
(12,262
)
 
(53,520
)
September 30, 2018
$
90,744

 
$
19,275

 
$
110,019


The following table sets forth, based on management's estimate, the allocation of the allowance for loan losses to categories of loans as well as the unallocated portion as of September 30, 2018 and December 31, 2017 and the percentage of loans in each category to total loans (dollars in thousands):
 
September 30, 2018
 
December 31, 2017
 
Amount
 
Percent
 
Amount
 
Percent
Commercial real estate - mortgage
$
26,517

 
41.3
%
 
$
21,188

 
42.7
%
Consumer real estate - mortgage
6,727

 
16.1
%
 
5,031

 
16.4
%
Construction and land development
10,982

 
11.8
%
 
8,962

 
12.2
%
Commercial and industrial
30,124

 
28.7
%
 
24,863

 
26.5
%
Consumer and other
4,813

 
2.1
%
 
5,874

 
2.2
%
Unallocated
822

 
NA

 
1,322

 
NA

Total allowance for loan losses
$
79,985

 
100.0
%
 
$
67,240

 
100.0
%

The following is a summary of changes in the allowance for loan losses for the nine months ended September 30, 2018 and for the year ended December 31, 2017 and the ratio of the allowance for loan losses to total loans as of the end of each period (dollars in thousands):
 
Nine months ended
September 30, 2018
 
Year ended
December 31, 2017
Balance at beginning of period
$
67,240

 
$
58,980

Provision for loan losses
25,058

 
23,664

Charged-off loans:
 
 
 
Commercial real estate – mortgage
(2,930
)
 
(633
)
Consumer real estate – mortgage
(1,533
)
 
(1,461
)
Construction and land development
(36
)
 
(137
)
Commercial and industrial
(7,600
)
 
(4,297
)
Consumer and other loans
(10,217
)
 
(15,518
)
Total charged-off loans
(22,316
)
 
(22,046
)
Recoveries of previously charged-off loans:
 
 
 
Commercial real estate – mortgage
1,517

 
671

Consumer real estate – mortgage
2,190

 
1,516

Construction and land development
1,645

 
1,136

Commercial and industrial
2,492

 
1,317

Consumer and other loans
2,159

 
2,002

Total recoveries of previously charged-off loans
10,003

 
6,642

Net charge-offs
(12,313
)
 
(15,404
)
Balance at end of period
$
79,985

 
$
67,240

Ratio of allowance for loan losses to total loans outstanding at end of period
0.46
%
 
0.43
%
Ratio of net charge-offs to average total loans outstanding for the period (1)
0.10
%
 
0.13
%

(1)Net charge-offs for the year-to-date period ended September 30, 2018 have been annualized.


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Table of Contents

Management assesses the adequacy of the allowance prior to the end of each calendar quarter. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance.  The level of the allowance is based upon management's evaluation of the loan portfolios, past loan loss experience, known and inherent risks in the portfolio, the views of Pinnacle Bank's regulators, adverse situations that may affect the borrower's ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. For further discussion regarding our allowance for loan losses, refer to Critical Accounting Estimates included in the 2017 10-K.
Based upon our evaluation of the loan portfolio, we believe the allowance for loan losses to be adequate to absorb our estimate of inherent losses existing in the loan portfolio at September 30, 2018. While our policies and procedures used to estimate the allowance for loan losses as well as the resultant provision for loan losses charged to operations are considered adequate by management, they are necessarily approximate and imprecise. There are factors beyond our control, such as conditions in the local and national economy, local real estate market or a particular industry or borrower which may negatively impact, materially, our asset quality and the adequacy of our allowance for loan losses and, thus, the resulting provision for loan losses.

Investments.  Our investment portfolio, consisting primarily of Federal agency bonds, mortgage-backed securities, and state and municipal securities amounted to $3.20 billion and $2.54 billion at September 30, 2018 and December 31, 2017, respectively. Our investment portfolio serves many purposes including serving as a stable source of income, as collateral for public funds deposits and as a potential liquidity source. A summary of our investment portfolio at September 30, 2018 and December 31, 2017 follows:
 
September 30, 2018
 
December 31, 2017
Weighted average life
6.89 years
 
6.29 years
Effective duration
4.40%
 
3.49%
Tax equivalent yield
3.11%
 
2.68%
During the third quarter of 2018, Pinnacle Financial transferred, at fair value, $179.8 million of municipal securities from the available-for-sale portfolio to the held-to-maturity portfolio to manage the earning asset potential and associated risk assumed with the purchase of these type of securities. The related unrealized after tax losses of $2.2 million remained in accumulated other comprehensive income (loss) and will be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities. No gains or losses were recognized at the time of transfer.

Deposits and Other Borrowings. We had approximately $18.41 billion of deposits at September 30, 2018 compared to $16.45 billion at December 31, 2017. Our deposits consist of noninterest and interest-bearing demand accounts, savings accounts, money market accounts and time deposits. Additionally, we entered into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements (which are typically associated with comprehensive treasury management programs for our clients and provide them with short-term returns for their excess funds) amounted to $130.2 million at September 30, 2018 and $135.3 million at December 31, 2017. Additionally, at September 30, 2018 and December 31, 2017, Pinnacle Bank had borrowed $1.52 billion and $1.32 billion, respectively, in advances from the Federal Home Loan Bank of Cincinnati (FHLB). At September 30, 2018, Pinnacle Bank also had approximately $2.47 billion in additional availability with the FHLB; however, incremental borrowings are made in a formal request by Pinnacle Bank and the subsequent approval by the FHLB.


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Table of Contents

Generally, we have classified our funding base as either core funding or non-core funding as shown in the table below. The following table represents the balances of our deposits and other funding and the percentage of each type to the total at September 30, 2018 and December 31, 2017:
 
September 30, 2018
 
Percent
 
December 31, 2017
 
Percent
Core funding:
 
 
 
 
 
 
 
Noninterest-bearing deposit accounts
$
4,476,925

 
21.8%
 
$
4,381,386

 
23.9%
Interest-bearing demand accounts
2,871,094

 
14.0%
 
2,756,505

 
15.0%
Money Market accounts
6,600,824

 
32.2%
 
5,847,650

 
31.8%
Time deposit accounts less than $250,000
1,547,299

 
7.5%
 
1,260,162

 
6.9%
Reciprocating demand deposit accounts (1)
102,949

 
0.5%
 
77,472

 
0.4%
Reciprocating savings accounts (1)
387,280

 
1.9%
 
408,806

 
2.2%
Reciprocating CD accounts (1)
90,488

 
0.4%
 
106,227

 
0.6%
Total core funding
16,076,859

 
78.3%
 
14,838,208

 
80.8%
Non-core funding:
 
 
 
 
 
 
 
Relationship based non-core funding:
 
 
 
 
 
 
 
Other time deposits
678,472

 
3.3%
 
444,951

 
2.4%
Securities sold under agreements to repurchase
130,217

 
0.7%
 
135,262

 
0.8%
Total relationship based non-core funding
808,689

 
4.0%
 
580,213

 
3.2%
   Wholesale funding:
 
 
 
 
 
 
 
Brokered deposits
496,478

 
2.4%
 
445,822

 
2.4%
Brokered time deposits
1,155,706

 
5.6%
 
722,721

 
3.9%
Federal Home Loan Bank advances
1,520,603

 
7.4%
 
1,319,909

 
7.2%
Subordinated debt- Pinnacle Bank
127,914

 
0.6%
 
127,727

 
0.7%
Subordinated debt- Pinnacle Financial
337,573

 
1.7%
 
337,778

 
1.8%
Total wholesale funding
3,638,274

 
17.7%
 
2,953,957

 
16.0%
Total non-core funding
4,446,963

 
21.7%
 
3,534,170

 
19.2%
Totals
$
20,523,822

 
100.0%
 
$
18,372,378

 
100.0%
______________________
(1) 
The reciprocating categories consists of deposits we receive from a bank network (the Promontory network) in connection with deposits of our customers in excess of our FDIC coverage limit that we place with the Promontory network.

As noted in the table above, our core funding as a percentage of total funding decreased from 80.8% at December 31, 2017 to 78.3% at September 30, 2018, primarily as a result of our increased FHLB advances and increased levels of brokered time deposits. Core deposits at December 31, 2017 have been restated from prior presentation for the recent regulatory changes that allow for the treatment of reciprocal deposits as core funding.

When wholesale funding is necessary to complement the company's core deposit base, management determines which source is best suited to address both liquidity risk management and interest rate risk management objectives.  We increased our exposure to brokered deposits in the first half of 2018 as a measure to diversify wholesale funding sources. Our Asset Liability Management Policy institutes limitations on overall wholesale funding reliance and on brokered deposit exposure specifically. Both our overall reliance on wholesale funding and exposure to brokered deposits were within those policy limitations as of September 30, 2018.

Our funding policies impose limits on the amount of non-core funding we can utilize based on the non-core funding dependency ratio which is calculated pursuant to regulatory guidelines. Periodically, we may exceed our policy limitations, at which time management will develop plans to bring our funding sources back into compliance with our core funding ratios.  At September 30, 2018 and December 31, 2017, we were in compliance with our core funding policies. Though growing our core deposit base is a key strategic objective of our firm, our current growth plans contemplate that we may increase our non-core funding amounts from current levels, but we do not currently anticipate that such increases will exceed our internal policies.
 

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Table of Contents

The amount of time deposits as of September 30, 2018 amounted to $3.47 billion.  The following table shows our time deposits in denominations of $100,000 and less and in denominations greater than $100,000 by category based on time remaining until maturity and the weighted average rate for each category as of September 30, 2018 (in thousands):
 
Balances
 
Weighted Avg. Rate
Denominations less than $100,000
 
 
 
Three months or less
$
356,776

 
1.55
%
Over three but less than six months
382,916

 
1.72
%
Over six but less than twelve months
470,383

 
1.90
%
Over twelve months
509,641

 
2.20
%
 
$
1,719,716

 
1.88
%
Denominations $100,000 and greater
 
 
 
Three months or less
$
395,624

 
1.22
%
Over three but less than six months
338,702

 
1.55
%
Over six but less than twelve months
545,600

 
1.91
%
Over twelve months
472,323

 
2.21
%
 
$
1,752,249

 
1.76
%
Totals
$
3,471,965

 
1.82
%

Subordinated debt and other borrowings.  We have entered into and acquired a number of statutory business trusts which were established to issue 30-year trust preferred securities and related junior subordinated debt instruments and certain other subordinated debt agreements. We also have a $75.0 million revolving credit facility, which we have not drawn upon as of September 30, 2018 and which matures on April 25, 2019. These instruments are outlined below (in thousands):
Name
 
Date
Established
 
Maturity
 
Total Debt Outstanding
 
Interest Rate at
September 30, 2018
 
Coupon Structure
Trust preferred securities
 
 
 
 
 
 
 
 
Pinnacle Statutory Trust I
 
December 29, 2003
 
December 30, 2033
 
$
10,310

 
5.13
%
 
30-day LIBOR + 2.80%
Pinnacle Statutory Trust II
 
September 15, 2005
 
September 30, 2035
 
20,619

 
3.80
%
 
30-day LIBOR + 1.40%
Pinnacle Statutory Trust III
 
September 7, 2006
 
September 30, 2036
 
20,619

 
4.05
%
 
30-day LIBOR + 1.65%
Pinnacle Statutory Trust IV
 
October 31, 2007
 
September 30, 2037
 
30,928

 
5.18
%
 
30-day LIBOR + 2.85%
BNC Capital Trust I
 
April 3, 2003
 
April 15, 2033
 
5,155

 
5.59
%
 
30-day LIBOR + 3.25%
BNC Capital Trust II
 
March 11, 2004
 
April 7, 2034
 
6,186

 
5.19
%
 
30-day LIBOR + 2.85%
BNC Capital Trust III
 
September 23, 2004
 
September 23, 2034
 
5,155

 
4.74
%
 
30-day LIBOR + 2.40%
BNC Capital Trust IV
 
September 27, 2006
 
December 31, 2036
 
7,217

 
4.10
%
 
30-day LIBOR + 1.70%
Valley Financial Trust I
 
June 26, 2003
 
June 26, 2033
 
4,124

 
5.47
%
 
30-day LIBOR + 3.10%
Valley Financial Trust II
 
September 26, 2005
 
December 15, 2035
 
7,217

 
3.82
%
 
30-day LIBOR + 1.49%
Valley Financial Trust III
 
December 15, 2006
 
January 30, 2037
 
5,155

 
4.07
%
 
30-day LIBOR + 1.73%
Southcoast Capital Trust III
 
August 5, 2005
 
September 30, 2035
 
10,310

 
3.90
%
 
30-day LIBOR + 1.50%
 
 
 
 
 
 
 
 
 
 
 
Subordinated Debt
 
 
 
 

 
 

 
 
Pinnacle Bank Subordinated Notes
 
July 30, 2015
 
July 30, 2025
 
60,000

 
4.88
%
 
Fixed (1)
Pinnacle Bank Subordinated Notes
 
March 10, 2016
 
July 30, 2025
 
70,000

 
4.88
%
 
Fixed (1)
Avenue Subordinated Notes
 
December 29, 2014
 
December 29, 2024
 
20,000

 
6.75
%
 
Fixed (2)
Pinnacle Financial Subordinated Notes
 
November 16, 2016
 
November 16, 2026
 
120,000

 
5.25
%
 
Fixed (3)
BNC Subordinated Notes
 
September 25, 2014
 
October 1, 2024
 
60,000

 
5.50
%
 
Fixed (4)
BNC Subordinated Note
 
October 15, 2013
 
October 15, 2023
 
10,410

 
7.08
%
 
30-day LIBOR + 5.00% (5)
 
 
 
 
 
 
 
 
 
 
 
Other Borrowings
 
 
 
 
 
 

 
 

 
 
Revolving credit facility (6)
 
April 26, 2018
 
April 25, 2019
 

 

 
30-day LIBOR + 1.75%
 
 
 
 
 
 
 
 
 
 
 
Debt issuance costs and fair value adjustments
 
(7,918
)
 
 

 
 
Total subordinated debt and other borrowings
 
$
465,487

 
 

 
 
____________________

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Table of Contents

(1) Migrates to three month LIBOR + 3.128% beginning July 30, 2020 through the end of the term.
(2) Migrates to three month LIBOR + 4.95% beginning January 1, 2020 through the end of the term.
(3) Migrates to three month LIBOR + 3.884% beginning November 16, 2021 through the end of the term.
(4) Migrates to three month LIBOR + 3.59% beginning October 1, 2019 through the end of the term if not redeemed on that date.
(5) Coupon structure includes a floor of 5.5% and a cap of 9.5%.
(6) Borrowing capacity on the revolving credit facility is $75.0 million. At September 30, 2018, there was no outstanding balance under this facility. An unused fee of 0.35% is assessed on the average daily unused amount of the loan.

Following the merger with BNC and as a result of that merger, Pinnacle Financial's total assets were in excess of $15.0 billion which caused the subordinated debentures Pinnacle Financial and BNC issued to cease to qualify as Tier 1 capital under applicable banking regulations. Though these securities no longer qualify as Tier 1 capital, Pinnacle Financial believes these subordinated debentures continue to qualify as Tier 2 capital.
 
Capital Resources. At September 30, 2018 and December 31, 2017, our shareholders' equity amounted to $3.90 billion and $3.71 billion, respectively, an increase of approximately $189.1 million. The increase is primarily attributable to net income and partially offset by a decrease in our other comprehensive income.

Dividends. Pursuant to Tennessee banking law, our bank may not, without the prior consent of the TDFI, pay any dividends to us in a calendar year in excess of the total of our bank's retained net profits for that year plus the retained net profits for the preceding two years, which was $423.1 million at September 30, 2018.  During the three and nine months ended September 30, 2018, our bank paid dividends of $15.5 million and $66.0 million, respectively, to us which is within the limits allowed by the TDFI.

During the three and nine months ended September 30, 2018, we paid $11.0 million and $32.9 million, respectively, in dividends to our common shareholders. On October 16, 2018, our board of directors declared a $0.16 quarterly cash dividend to common shareholders which should approximate $12.6 million in aggregate dividend payments that are expected to be paid on November 30, 2018 to common shareholders of record as of the close of business on November 2, 2018. The amount and timing of all future dividend payments, if any, is subject to board discretion and will depend on our earnings, capital position, financial condition and other factors, including regulatory capital requirements, as they become known to us.

Market and Liquidity Risk Management

Our objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing, and capital policies. Our Asset Liability Management Committee (ALCO) is charged with the responsibility of monitoring these policies, which are designed to ensure acceptable composition of asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management.

Interest Rate Sensitivity.  In the normal course of business, we are exposed to market risk arising from fluctuations in interest rates.  ALCO measures and evaluates the interest rate risk so that we can meet customer demands for various types of loans and deposits.  ALCO determines the most appropriate amounts of on-balance sheet and off-balance sheet items.  Measurements which we use to help us manage interest rate sensitivity include an earnings simulation model and an economic value of equity (EVE) model. 

Our interest rate sensitivity modeling incorporates a number of assumptions for both earnings simulation and EVE, including loan and deposit re-pricing characteristics, the rate of loan prepayments, etc. ALCO periodically reviews these assumptions for accuracy based on historical data and future expectations. Our ALCO policy requires that the base scenario assumes rates remain flat and is the scenario to which all others are compared in order to measure the change in net interest income and EVE. Policy limits are applied to the results of certain modeling scenarios. While the primary policy scenarios focus is on a twelve month time frame for the earnings simulations model, longer time horizons are also modeled. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled.
 
Earnings simulation model. We believe interest rate risk is best measured by our earnings simulation modeling. Earning assets, interest-bearing liabilities and off-balance sheet financial instruments are combined with forecasts of interest rates for the next 12 months and are combined with other factors in order to produce various earnings simulations over that same 12-month period. To limit interest rate risk, we have policy guidelines for our earnings at risk which seek to limit the variance of net interest income in both gradual and instantaneous changes to interest rates. For instantaneous upward changes in rates from management's flat interest rate forecast over the next twelve months, assuming a static balance sheet, the following changes are predicted:


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Estimated % Change in Net Interest Income Over 12 Months
 
September 30, 2018
Instantaneous Rate Change
 
100 bps increase
4.5
%
200 bps increase
8.1
%

While an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under these scenarios, we believe that a gradual shift in interest rates would have a more modest impact. Further, the earnings simulation model does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could mitigate any potential adverse impact of changes in interest rates.

The behavior of our deposit portfolio in the baseline forecast and in alternate interest rate scenarios set out in the table above is a key assumption in our projected estimates of net interest income. The projected impact on net interest income in the table above assumes no change in deposit portfolio size or mix from the baseline forecast in alternative rate environments. In higher rate scenarios, any customer activity resulting in the replacement of low-cost or noninterest-bearing deposits with higher-yielding deposits or market-based funding would reduce our benefit in those scenarios.

At September 30, 2018, our earnings simulation model indicated we were in compliance with our policies for interest rate scenarios for which we model as required by our board approved Asset Liability Policy. The board has suspended the requirement to model the down 400 bps scenario while 10 year maturity Treasury rates are below 4.0%, which was the case as of September 30, 2018.
 
Economic value of equity modelWhile earnings simulation modeling attempts to determine the impact of a changing rate environment to our net interest income, our EVE model measures estimated changes to the economic values of our assets, liabilities and off-balance sheet items as a result of interest rate changes. Economic values are determined by discounting expected cash flows from assets, liabilities and off-balance sheet items, which establishes a base case EVE. We then shock rates as prescribed by our Asset Liability Policy and measure the sensitivity in EVE values for each of those shocked rate scenarios versus the base case. The Asset Liability Policy sets limits for those sensitivities. At September 30, 2018, our EVE modeling indicates the following changes in EVE due to instantaneous upward changes in rates:
 
September 30, 2018
Instantaneous Rate Change
 
100 bps increase
(1.1
%)
200 bps increase
(4.1
%)

While an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under these scenarios, we believe that a gradual shift in interest rates would have a more modest impact. Since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, EVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could mitigate the adverse impact of changes in interest rates.

At September 30, 2018, our EVE model indicated we were in compliance with our policies for all interest rate scenarios for which we model as required by our board approved Asset Liability Policy. The board has suspended the requirement to model the down 400 bps scenario while 10 year maturity Treasury rates are below 4.0%, which was the case as of September 30, 2018.
 
Most likely earnings simulation models. We also analyze a most-likely earnings simulation scenario that projects the expected change in rates based on a forward yield curve adopted by management using expected balance sheet volumes forecasted by management.  Separate growth assumptions are developed for loans, investments, deposits, etc.  Other interest rate scenarios analyzed by management may include delayed rate shocks, yield curve steepening or flattening, or other variations in rate movements to further analyze or stress our balance sheet under various interest rate scenarios. Each scenario is evaluated by management and weighted to determine the most likely result. These processes assist management to better anticipate our financial results and, as a result, management may determine the need to invest in other operating strategies and tactics which might enhance results or better position the firm's balance sheet to reduce interest rate risk going forward.


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Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by changes in interest rates.  Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates.  In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income.  For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates.  Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates.  In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as interest rate caps and floors) which limit changes in interest rates.  Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the maturity of certain instruments. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates.  ALCO reviews each of the above interest rate sensitivity analyses along with several different interest rate scenarios as part of its responsibility to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing, and capital policies.

Management's model governance, model implementation and model validation processes and controls are subject to review in our regulatory examinations to ensure they are in compliance with the most recent regulatory guidelines and consistent with the best practices of our industry. Management utilizes a respected, sophisticated third party asset liability modeling software to help ensure implementation of management's assumptions into the model are processed as intended in a robust manner. That said, there are numerous assumptions regarding financial instrument behavior that are integrated into the model. The assumptions are formulated by combining observations gleaned from our historical studies of financial instruments and our best estimations of how, if at all, these instruments may behave in the future given changes in economic conditions, technology, etc. These assumptions may prove to be inaccurate. Additionally, given the large number of assumptions built into firm's asset liability modeling software, it is difficult, at best, to compare our results to other firms.

ALCO may determine that Pinnacle Financial should over time become more or less asset or liability sensitive depending on the underlying balance sheet circumstances and the firm's conclusions as to anticipated interest rate fluctuations in future periods.  At present, ALCO has determined that its "most likely" rate scenario considers one additional increase in short-term interest rates in 2018.  Our "most likely" rate forecast has been largely consistent over recent quarters and is based primarily on information we acquire from a service which includes a consensus forecast of numerous benchmarks. We may implement additional actions designed to achieve our desired sensitivity position.

We may also use derivative financial instruments to improve the balance between interest-sensitive assets and interest-sensitive liabilities as one tool to manage our interest rate sensitivity, including that inherent in our mortgage lending program, while continuing to meet the credit and deposit needs of our customers. We may also enter into interest rate swaps to facilitate customer transactions and meet their financing needs.  These swaps qualify as derivatives, even though they are not designated as hedging instruments.

Liquidity Risk Management.  The purpose of liquidity risk management is to ensure that there are sufficient cash flows to satisfy loan demand, deposit withdrawals, and our other needs.  Traditional sources of liquidity for a bank include asset maturities and growth in core deposits.  A bank may achieve its desired liquidity objectives from the management of its assets and liabilities and by internally generated funding through its operations.  Funds invested in marketable instruments that can be readily sold and the continuous maturing of other earning assets are sources of liquidity from an asset perspective.  The liability base provides sources of liquidity through attraction of increased deposits and borrowing funds from various other institutions.

To assist in determining the adequacy of our liquidity, we perform a variety of liquidity stress tests including idiosyncratic, systemic and combined scenarios for both moderate and severe events. Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining our ability to meet the daily cash flow requirements of our customers, both depositors and borrowers. We seek to maintain a sufficiently liquid asset balance to ensure our ability to meet our obligations. The amount of the appropriate minimum liquid asset balance is determined through severe liquidity stress testing as measured by our liquidity coverage ratio calculation. At September 30, 2018, we were in compliance with our liquidity coverage ratio.

Changes in interest rates also affect our liquidity position. We currently price deposits in response to market rates. If deposits are not priced in response to market rates, a loss of deposits could occur which would negatively affect our liquidity position.

Scheduled loan payments are a relatively stable source of funds, but loan payoffs and deposit flows fluctuate significantly, being influenced by interest rates, general economic conditions and competition. Additionally, debt security investments are subject to prepayment and call provisions that could accelerate their payoff prior to stated maturity. We attempt to price our deposit products to meet our asset/liability objectives consistent with local market conditions. Our ALCO is responsible for monitoring our ongoing liquidity needs. Our regulators also monitor our liquidity and capital resources on a periodic basis.

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In addition, our bank is a member of the FHLB Cincinnati.  As a result, our bank receives advances from the FHLB Cincinnati, pursuant to the terms of various borrowing agreements, which assist it in the funding of its home mortgage and commercial real estate loan portfolios. Under the borrowing agreements with the FHLB Cincinnati, our bank has pledged certain qualifying residential mortgage loans and, pursuant to a blanket lien, all qualifying commercial mortgage loans as collateral. As such, Pinnacle Bank may use the FHLB Cincinnati as a source of liquidity depending on its ALCO strategies. Additionally, we may pledge additional qualifying assets or reduce the amount of pledged assets with the FHLB Cincinnati to increase or decrease our borrowing capacity with the FHLB Cincinnati. At September 30, 2018, we estimate we had $3.99 billion in borrowing capacity with the FHLB Cincinnati.  However, incremental borrowings are made via a formal request by Pinnacle Bank and the subsequent approval by the FHLB Cincinnati. At September 30, 2018, our bank had received advances from the FHLB Cincinnati totaling $1.52 billion. At September 30, 2018, the scheduled maturities of Pinnacle Bank's FHLB Cincinnati advances and interest rates are as follows (in thousands):
Scheduled Maturities
Amount
 
Interest Rates (1)
2018
$
45,000

 
2.25%
2019
503,000

 
1.87%
2020
407,586

 
2.02%
2021
398,750

 
2.44%
2022
41,250

 
2.85%
Thereafter
125,017

 
2.19%
Total
$
1,520,603

 
 
Weighted average interest rate
 
2.12%
______________________
(1)Some FHLB Cincinnati advances include variable interest rates and could increase in the future.  The table reflects rates in effect as of September 30, 2018.

Pinnacle Bank also has accommodations with upstream correspondent banks available for unsecured short-term advances which aggregate $170.0 million.  These accommodations have various covenants related to their term and availability, and in most cases must be repaid within a month of borrowing. We had no outstanding borrowings at September 30, 2018 under these agreements. Our bank also has approximately $3.22 billion in available Federal Reserve discount window lines of credit.

At September 30, 2018, excluding reciprocating time and money market deposits issued through the Promontory Network, we had $1.65 billion of brokered deposits. Historically, we have issued brokered certificates of deposit through several different brokerage houses based on competitive bid. 

Industry regulators have defined additional liquidity guidelines, through the issuance of the Basel III Liquidity Coverage Ratio (LCR) and the Modified LCR, for banking institutions greater than $250 billion in assets, and $50 billion in assets respectively, in the United States. These regulatory guidelines became effective January 2015 with phase in over subsequent years and require these large institutions to follow prescriptive guidance in determining an absolute level of a high quality liquid asset (HQLA) buffer that must be maintained on their balance sheets in order to withstand a potential liquidity crisis event. Although Pinnacle Financial follows the principles outlined in the Interagency Policy Statement on Liquidity Risk Management, issued March 2010, to determine its HQLA buffer, Pinnacle Financial is not currently subject to these regulations. However, these formulas could eventually be imposed on smaller banks, such as Pinnacle Bank, and require an increase in the absolute level of liquidity on our balance sheet, which could result in lower net interest margins for us in future periods.

At September 30, 2018, we had no significant commitments for capital expenditures. However, we believe the number of our locations will increase over an extended period time, particularly in our Tennessee markets. In future periods, these expansions may lead to higher equipment and occupancy expenses as well as related increases in salaries and benefits expense. There are no current plans to materially expand our branch distribution in the Carolinas and Virginia.

Off-Balance Sheet Arrangements.  At September 30, 2018, we had outstanding standby letters of credit of $177.8 million and unfunded loan commitments outstanding of $6.46 billion. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, Pinnacle Bank has the ability to liquidate Federal funds sold or, on a short-term basis, to borrow and purchase Federal funds from other financial institutions.

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Impact of Inflation

The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with U.S. GAAP and practices within the banking industry which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation.
 
Recently Adopted Accounting Pronouncements

In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU make more financial and non-financial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. The amendments will be effective for public companies for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. Pinnacle Financial early adopted this standard in the first quarter of 2018 and subsequently entered into three hedging transactions during the nine months ended September 30, 2018, and one additional hedging transaction in October 23, 2018, all of which are eligible for hedge accounting as a result of the new standard, as noted in Note 9. Derivative Instruments.

In March 2017, the FASB issued Accounting Standards Update No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendment in this ASU shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. The amendment does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted with modified retrospective application. Pinnacle Financial elected to early adopt this standard in the first quarter of 2018 and it continues to have no material impact to its consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendment in this ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those periods. There has been no material impact on Pinnacle Financial's consolidated financial statements due to the adoption of this standard in the first quarter of 2018.

In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230) intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. The guidance became effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Pinnacle Financial adopted this standard in the first quarter of 2018 and it continues to have no material impact to its consolidated financial statements, with the exception of dividends received from its and Pinnacle Bank's equity method investments which were reclassified from cash flow from investments to operating cash flow.

In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) which, among other things, (i) requires equity investments, excluding those accounted for under the equity method or that result in consolidation, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU 2016-01 became effective for Pinnacle Financial in the first quarter of 2018 and continues to have no material impact on its consolidated financial statements. See Note 10. Fair Value of Financial Instruments for disclosure of the fair value of financial instruments based on an exit price notion as required by ASU 2016-01.


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In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which was developed as a joint project with the International Accounting Standards Board to remove inconsistencies in revenue requirements and provide a more robust framework for addressing revenue issues. The ASU's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14, which deferred the effective date by one year (i.e., interim and annual reporting periods beginning after December 15, 2017). Pinnacle Financial adopted the ASU during the first quarter of 2018, as required, using a modified retrospective approach. The majority of Pinnacle Financial's revenue stream is generated from interest income on loans and deposits, which are outside the scope of Topic 606. Pinnacle Financial’s sources of income that fall within the scope of Topic 606 include service charges on deposits, investment services, insurance sales commissions, trust fees, interchange fees and gains and losses on sales of other real estate, all of which are presented within noninterest income. Pinnacle Financial has evaluated the effect of Topic 606 on these fee-based income streams and concluded that adoption of the standard did not materially impact its consolidated financial statements. The following is a summary of the implementation considerations for the revenue streams that fall within the scope of Topic 606:

Service charges on deposits, investment services, trust fees and interchange fees — Fees from these services are either transaction based, for which the performance obligations are satisfied when the individual transaction is processed, or set periodic service charges, for which the performance obligations are satisfied over the period the service is provided. Transaction-based fees are recognized at the time the transaction is processed, and periodic service charges are recognized over the service period. The adoption of Topic 606 had no impact on Pinnacle Financial's revenue recognition practice for these services.

Insurance sales commissions — Insurance commissions are received from insurance companies in return for the placement of policies with customers. While additional services, such as claims assistance, may be provided over the term of the policy, the revenues are substantially earned at the time of policy placement. The only contingency in earning the revenue relates to the potential for subsequent cancellation of policies. Accordingly, revenue is recognized at the time of policy placement, net of an allowance for estimated policy cancellations. The adoption of Topic 606 had no impact on Pinnacle Financial's revenue recognition related to insurance sales commissions.

Gains on sales of other real estate — ASU 2014-09 also creates Topic 610-20, under which a gain on sale should be recognized when a contract for sale exists and control of the asset has been transferred to the buyer. Topic 606 lists several criteria which must exist to conclude that a contract for sale exists, including a determination that the institution will collect substantially all of the consideration to which it is entitled. This presents a key difference between the prior and new guidance related to the recognition of the gain when the institution finances the sale of the property. Rather than basing recognition on the amount of the buyer's initial investment, which was the primary consideration under prior guidance, the analysis is now based on various factors including not only the loan to value ratio, but also the credit quality of the borrower, the structure of the loan, and any other factors that may affect collectability. While these differences may affect the decision to recognize or defer gains on sales of other real estate in circumstances where Pinnacle Bank has financed the sale, the effects would not be material to Pinnacle Financial's consolidated financial statements.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those periods. Early adoption is permitted. If this standard had been effective as of the date of the financial statements included in this report, there would have been no impact on Pinnacle Financial's consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements. This update is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new disclosure guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. Pinnacle Financial is currently evaluating the impact this change will have on its consolidated financial statements and disclosures.


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In February 2018, the FASB issued Accounting Standards Update 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU addressed the income tax accounting treatment of the stranded tax effects within other comprehensive income due to the newly enacted federal corporate tax rate included in the Tax Cuts and Jobs Act issued December 22, 2017. These amendments allow an entity to make a reclassification from other comprehensive income to retained earnings for the difference between the historical corporate income tax rate and the newly enacted corporate income tax rate. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted with retrospective application. This standard will not have a material impact on Pinnacle Financial's consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment to simplify how entities other than private companies, such as public business entities and not-for-profit entities, are required to test goodwill for impairment by eliminating the comparison of the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those periods. If this standard had been effective as of the date of the financial statements included in this report, there would have been no impact on Pinnacle Financial's consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases which requires recognition in the statement of financial position of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The guidance requires that a lessee should recognize lease assets and lease liabilities as compared to previous GAAP that did not require lease assets and lease liabilities to be recognized for operating leases. The guidance becomes effective for Pinnacle Financial on January 1, 2019.  Had this standard been effective as of September 30, 2018, we would have recorded a right of use asset and lease liability of approximately $70 million. In July 2016, the FASB issued Accounting Standards Update 2018-10, Codification Improvements to Topic 842, Leases which provides technical corrections and improvements to ASU 2016-02. It is not anticipated that this update will have an impact on our adoption of ASU 2016-02. Also in July 2016, the FASB issued Accounting Standards Update 2018-11, Leases (Topic 842): Targeted Improvements which provides an optional transition method to adopt the new requirements of ASU 2016-02 as of the adoption date with no adjustment to the presentation or disclosure of comparative prior periods included in the financial statements in the period of adoption. Pinnacle Financial intends to elect the optional transition method which will result in presentation of periods prior to adoption under the prior lease guidance of ASC Topic 840.
 
In June 2016, the FASB issued Accounting Standards Update 2016-13Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (CECL), which introduces the current expected credit losses methodology. Among other things, CECL requires the measurement of all expected credit losses for financial assets, including loans and held-to-maturity debt securities, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The new model will require institutions to calculate all probable and estimable losses that are expected to be incurred through the financial asset's entire life through a provision for credit losses, including loans obtained as a result of any acquisition not deemed to be purchased credit deteriorated (PCD). CECL also requires the allowance for credit losses for PCD loans to be determined in a manner similar to that of other financial assets measured at amortized cost; however, the initial allowance will be added to the purchase price rather than recorded as provision expense. The disclosure of credit quality indicators related to the amortized cost of financing receivables will be further disaggregated by year of origination (or vintage). Institutions are to apply the changes through a cumulative-effect adjustment to their retained earnings as of the beginning of the first reporting period in which the standard is effective. The amendments are effective for fiscal years beginning after December 15, 2019. Early application will be permitted for fiscal years beginning after December 15, 2018. Pinnacle Financial is currently assessing the impact of the new guidance on its consolidated financial statements. An increase in the overall allowance for loan losses is likely upon adoption in order to provide for expected credit losses over the life of the loan portfolio.
 
Other than those pronouncements discussed above and those which have been recently adopted, we do not believe there were any other recently issued accounting pronouncements that are expected to materially impact Pinnacle Financial.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this Item 3 is included on pages 38 through 61 of Part I - Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations."


ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pinnacle Financial maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to Pinnacle Financial's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Pinnacle Financial carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that Pinnacle Financial's disclosure controls and procedures were effective.

Changes in Internal Controls

There were no changes in Pinnacle Financial's internal control over financial reporting during Pinnacle Financial's fiscal quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, Pinnacle Financial's internal control over financial reporting.


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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

Various legal proceedings to which Pinnacle Financial or a subsidiary of Pinnacle Financial is a party arise from time to time in the normal course of business. There are no material pending legal proceedings to which Pinnacle Financial or a subsidiary of Pinnacle Financial is a party or of which any of their property is the subject.
 
ITEM 1A.  RISK FACTORS

Investing in Pinnacle Financial involves various risks which are particular to our company, our industry and our market area. We believe all significant risks to investors in Pinnacle Financial have been outlined in Part II, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017. However, other risks may prove to be important in the future, and new risks may emerge at any time. We cannot predict with certainty all potential developments which could materially affect our financial performance or condition.  There has been no material change to our risk factors as previously disclosed in the above described Annual Report on Form 10-K.
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table discloses shares of our common stock repurchased during the three months ended September 30, 2018.
Period
 
Total Number of Shares Repurchased (1)
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
July 1, 2018 to July 31, 2018
 
2,413

 
$
61.64

 

 

August 1, 2018 to August 31, 2018
 
4,339

 
63.16

 

 

September 1, 2018 to September 30, 2018
 
3,224

 
64.46

 

 

Total
 
9,976

 
$
63.24

 

 

______________________
(1)
During the quarter ended September 30, 2018, 37,151 shares of restricted stock previously awarded to certain of the participants in our equity incentive plans vested. We withheld 9,976 shares to satisfy tax withholding requirements associated with the vesting of these restricted shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable

ITEM 5. OTHER INFORMATION

None


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ITEM 6.  EXHIBITS
 
 
 
 
 
101.SCH*
 
XBRL Schema Documents
 
 
 
 
 
 
 
*
 
Filed herewith.
**
 
Furnished herewith.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
PINNACLE FINANCIAL PARTNERS, INC.
 
 
 
November 2, 2018
 
/s/ M. Terry Turner
 
 
M. Terry Turner
 
 
President and Chief Executive Officer
 
 
 
November 2, 2018
 
/s/ Harold R. Carpenter
 
 
Harold R. Carpenter
 
 
Chief Financial Officer


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