Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PINNACLE FINANCIAL PARTNERS INC | |
Entity Central Index Key | 1,115,055 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 77,722,855 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and noninterest-bearing due from banks | $ 132,324,313 | $ 84,732,291 |
Interest-bearing due from banks | 270,563,317 | 97,529,713 |
Federal funds sold and other | 5,394,587 | 1,383,416 |
Cash and cash equivalents | 408,282,217 | 183,645,420 |
Securities available-for-sale, at fair value | 2,880,180,805 | 1,298,546,056 |
Securities held-to-maturity (fair value of $21,021,555 and $25,233,254 at September 30, 2017 and December 31, 2016, respectively) | 20,847,849 | 25,251,316 |
Consumer loans held-for-sale | 105,031,578 | 47,710,120 |
Commercial mortgage loans held-for-sale | 20,385,491 | 22,587,971 |
Loans | 15,259,785,972 | 8,449,924,736 |
Less allowance for loan losses | (65,159,286) | (58,980,475) |
Loans, net | 15,194,626,686 | 8,390,944,261 |
Premises and equipment, net | 270,136,166 | 88,904,145 |
Equity method investment | 211,501,901 | 205,359,844 |
Accrued interest receivable | 54,286,991 | 28,234,826 |
Goodwill | 1,802,534,059 | 551,593,796 |
Core deposits and other intangible assets | 59,780,903 | 15,104,038 |
Other real estate owned | 24,338,967 | 6,089,804 |
Other assets | 738,437,468 | 330,651,002 |
Total assets | 21,790,371,081 | 11,194,622,599 |
Deposits: | ||
Noninterest-bearing | 4,099,086,158 | 2,399,191,152 |
Interest-bearing | 2,571,764,582 | 1,808,331,784 |
Savings and money market accounts | 6,595,639,931 | 3,714,930,351 |
Time | 2,523,094,175 | 836,853,761 |
Total deposits | 15,789,584,846 | 8,759,307,048 |
Securities sold under agreements to repurchase | 129,557,107 | 85,706,558 |
Federal Home Loan Bank advances | 1,623,946,639 | 406,304,187 |
Subordinated debt and other borrowings | 465,460,556 | 350,768,050 |
Accrued interest payable | 10,715,285 | 5,573,377 |
Other liabilities | 97,757,463 | 90,267,267 |
Total liabilities | 18,117,021,896 | 9,697,926,487 |
Stockholders' equity: | ||
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, par value $1.00; 90,000,000 shares authorized; 77,652,143 and 46,359,377 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 77,652,143 | 46,359,377 |
Additional paid-in capital | 3,105,577,594 | 1,083,490,728 |
Retained earnings | 503,270,311 | 381,072,505 |
Accumulated other comprehensive loss, net of taxes | (13,150,863) | (14,226,498) |
Total stockholders' equity | 3,673,349,185 | 1,496,696,112 |
Total liabilities and stockholders' equity | $ 21,790,371,081 | $ 11,194,622,599 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Securities held-to-maturity, fair value | $ 21,021,555 | $ 25,233,254 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (in shares) | 77,652,143 | 46,359,377 |
Common stock, shares outstanding (in shares) | 77,652,143 | 46,359,377 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Interest income: | ||||
Loans, including fees | $ 183,841,608 | $ 90,090,166 | $ 389,379,255 | $ 241,537,476 |
Securities: | ||||
Taxable | 12,066,502 | 5,012,047 | 26,764,815 | 14,050,757 |
Tax-exempt | 4,620,340 | 1,544,535 | 8,533,438 | 4,481,309 |
Federal funds sold and other | 1,638,704 | 732,951 | 3,375,817 | 2,046,244 |
Total interest income | 202,167,154 | 97,379,699 | 428,053,325 | 262,115,786 |
Interest expense: | ||||
Deposits | 19,103,495 | 6,625,534 | 38,216,351 | 16,614,664 |
Securities sold under agreements to repurchase | 148,442 | 51,270 | 276,646 | 138,852 |
Federal Home Loan Bank advances and other borrowings | 9,733,510 | 4,067,951 | 20,984,034 | 9,781,363 |
Total interest expense | 28,985,447 | 10,744,755 | 59,477,031 | 26,534,879 |
Net interest income | 173,181,707 | 86,634,944 | 368,576,294 | 235,580,907 |
Provision for loan losses | 6,920,184 | 6,108,183 | 17,383,595 | 15,281,854 |
Net interest income after provision for loan losses | 166,261,523 | 80,526,761 | 351,192,699 | 220,299,053 |
Noninterest income: | ||||
Service charges on deposit accounts | 5,920,824 | 3,778,070 | 13,955,043 | 10,651,145 |
Investment services | 3,660,103 | 2,592,077 | 9,592,025 | 7,437,396 |
Insurance sales commissions | 2,123,549 | 1,233,098 | 5,443,599 | 4,131,784 |
Gain on mortgage loans sold, net | 5,962,916 | 5,096,838 | 14,785,405 | 12,885,690 |
Gain on sale of investment securities, net | 0 | 0 | 0 | 0 |
Trust fees | 2,636,212 | 1,522,763 | 6,018,570 | 4,595,330 |
Income from equity method investment | 8,936,626 | 8,474,899 | 25,514,081 | 23,266,733 |
Other noninterest income | 13,736,779 | 8,994,164 | 33,106,437 | 27,292,477 |
Total noninterest income | 42,977,009 | 31,691,909 | 108,415,160 | 90,260,555 |
Noninterest expense: | ||||
Salaries and employee benefits | 64,287,986 | 36,053,673 | 146,315,721 | 102,824,676 |
Equipment and occupancy | 16,590,119 | 9,401,001 | 36,977,488 | 25,843,737 |
Other real estate expense | 512,490 | 17,032 | 827,423 | 351,777 |
Marketing and other business development | 2,222,290 | 1,349,557 | 6,228,189 | 4,150,761 |
Postage and supplies | 1,754,789 | 922,078 | 4,073,485 | 2,929,007 |
Amortization of intangibles | 3,077,277 | 1,424,956 | 5,744,974 | 3,144,786 |
Merger related expense | 8,847,306 | 5,672,731 | 12,740,382 | 8,482,385 |
Other noninterest expense | 12,443,659 | 8,685,238 | 30,679,179 | 25,793,600 |
Total noninterest expense | 109,735,916 | 63,526,266 | 243,586,841 | 173,520,729 |
Income before income taxes | 99,502,616 | 48,692,404 | 216,021,018 | 137,038,879 |
Income tax expense | 35,060,471 | 16,316,209 | 68,839,305 | 45,910,648 |
Net income | $ 64,442,145 | $ 32,376,195 | $ 147,181,713 | $ 91,128,231 |
Per share information: | ||||
Basic net income per common share (in dollars per share) | $ 0.84 | $ 0.71 | $ 2.48 | $ 2.16 |
Diluted net income per common share (in dollars per share) | $ 0.83 | $ 0.71 | $ 2.46 | $ 2.12 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 76,678,584 | 45,294,051 | 59,371,202 | 42,228,280 |
Diluted (in shares) | 77,232,098 | 45,918,368 | 59,910,344 | 42,928,467 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 64,442,145 | $ 32,376,195 | $ 147,181,713 | $ 91,128,231 |
Other comprehensive (loss) income, net of tax: | ||||
Change in fair value on available-for-sale securities, net of tax | (1,014,484) | (1,444,262) | (27,633) | 8,198,248 |
Change in fair value of cash flow hedges, net of tax | 99,972 | 438,078 | 1,103,268 | (825,586) |
Net gain on sale of investment securities reclassified from other comprehensive income into net income, net of tax | 0 | 0 | 0 | 0 |
Total other comprehensive (loss) income, net of tax | (914,512) | (1,006,184) | 1,075,635 | 7,372,662 |
Total comprehensive income | $ 63,527,633 | $ 31,370,011 | $ 148,257,348 | $ 98,500,893 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Total | Bankers Healthcare Group, LLC | Avenue Financial Holdings, Inc. (Avenue) [Member] | BNC Bancorp | Common Stock | Common StockBankers Healthcare Group, LLC | Common StockAvenue Financial Holdings, Inc. (Avenue) [Member] | Common StockBNC Bancorp | Additional Paid-in Capital | Additional Paid-in CapitalBankers Healthcare Group, LLC | Additional Paid-in CapitalAvenue Financial Holdings, Inc. (Avenue) [Member] | Additional Paid-in CapitalBNC Bancorp | Retained Earnings | Accumulated Other Comp. Income (Loss), net |
Balance at Dec. 31, 2015 | $ 1,155,611,300 | $ 40,906,064 | $ 839,617,050 | $ 278,573,408 | $ (3,485,222) | |||||||||
Balance (in shares) at Dec. 31, 2015 | 40,906,064 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of employee common stock options and related tax benefits | 10,685,794 | $ 507,406 | 10,178,388 | |||||||||||
Exercise of employee common stock options and related tax benefits (in shares) | 507,406 | |||||||||||||
Common dividends paid | (18,217,159) | (18,217,159) | ||||||||||||
Issuance of restricted common shares, net of forfeitures | 0 | $ 190,783 | (190,783) | |||||||||||
Issuance of restricted common shares, net of forfeitures (in shares) | 190,783 | |||||||||||||
Common stock issued in conjunction with acquisition | 39,694,036 | $ 39,694,036 | $ 182,468,604 | $ 860,470 | $ 3,760,326 | $ 38,833,566 | $ 178,708,278 | |||||||
Common stock issued in conjunction with acquisition (in shares) | 860,470 | 3,760,326 | ||||||||||||
Restricted shares withheld for taxes | (1,200,674) | $ (65,217) | (1,135,457) | |||||||||||
Restricted shares withheld for taxes (in shares) | (65,217) | |||||||||||||
Compensation expense for restricted shares | 8,101,176 | 8,101,176 | ||||||||||||
Net income | 91,128,231 | 91,128,231 | ||||||||||||
Other comprehensive income | 7,372,662 | 7,372,662 | ||||||||||||
Balance at Sep. 30, 2016 | 1,475,643,970 | $ 46,159,832 | 1,074,112,218 | 351,484,480 | 3,887,440 | |||||||||
Balance (in shares) at Sep. 30, 2016 | 46,159,832 | |||||||||||||
Balance at Dec. 31, 2016 | 1,496,696,112 | $ 46,359,377 | 1,083,490,728 | 381,072,505 | (14,226,498) | |||||||||
Balance (in shares) at Dec. 31, 2016 | 46,359,377 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of employee common stock options and related tax benefits | 3,820,412 | $ 193,867 | 3,626,545 | |||||||||||
Exercise of employee common stock options and related tax benefits (in shares) | 193,867 | |||||||||||||
Common dividends paid | (24,983,907) | (24,983,907) | ||||||||||||
Issuance of restricted common shares, net of forfeitures | 0 | $ 263,989 | (263,989) | |||||||||||
Issuance of restricted common shares, net of forfeitures (in shares) | 263,989 | |||||||||||||
Issuance of common equity, net of costs | 192,193,750 | $ 3,220,000 | 188,973,750 | |||||||||||
Issuance of common equity, net of costs (in shares) | 3,220,000 | |||||||||||||
Common stock issued in conjunction with acquisition | 0 | $ 1,847,833,149 | $ 27,687,100 | $ 1,820,146,049 | ||||||||||
Common stock issued in conjunction with acquisition (in shares) | 27,687,100 | |||||||||||||
Restricted shares withheld for taxes | (4,880,371) | $ (72,190) | (4,808,181) | |||||||||||
Restricted shares withheld for taxes (in shares) | (72,190) | |||||||||||||
Compensation expense for restricted shares | 14,412,692 | 14,412,692 | ||||||||||||
Net income | 147,181,713 | 147,181,713 | ||||||||||||
Other comprehensive income | 1,075,635 | 1,075,635 | ||||||||||||
Balance at Sep. 30, 2017 | $ 3,673,349,185 | $ 77,652,143 | $ 3,105,577,594 | $ 503,270,311 | $ (13,150,863) | |||||||||
Balance (in shares) at Sep. 30, 2017 | 77,652,143 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||
Net income | $ 147,181,713 | $ 91,128,231 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Net amortization/accretion of premium/discount on securities | 8,387,520 | 5,051,304 |
Depreciation, amortization and accretion | (14,847,816) | 1,897,617 |
Provision for loan losses | 17,383,595 | 15,281,854 |
Gain on mortgage loans sold, net | (14,785,405) | (12,885,690) |
Stock-based compensation expense | 14,412,692 | 8,101,176 |
Deferred tax expense | 15,646,059 | 6,130,773 |
Losses on dispositions of other real estate and other investments | 74,126 | 191,650 |
Income from equity method investment | (25,514,081) | (23,266,733) |
Excess tax benefit from stock compensation | (4,607,840) | (2,796,548) |
Gain on other loans sold, net | (791,260) | (703,680) |
Other loans held for sale: | ||
Loans originated | (116,013,551) | (79,939,089) |
Loans sold | 119,007,292 | 65,111,181 |
Consumer loans held for sale: | ||
Loans originated | (772,239,380) | (541,282,243) |
Loans sold | 756,729,398 | 549,421,861 |
Increase in other assets | (13,206,158) | (14,772,526) |
Increase (decrease) in other liabilities | (30,057,022) | 11,353,236 |
Net cash provided by operating activities | 86,759,882 | 78,022,374 |
Activities in securities available-for-sale: | ||
Purchases | (1,158,037,705) | (372,949,548) |
Sales | 7,492,168 | 29,470,014 |
Maturities, prepayments and calls | 207,209,100 | 220,047,077 |
Activities in securities held-to-maturity: | ||
Purchases | 0 | (560,000) |
Maturities, prepayments and calls | 4,115,000 | 4,960,000 |
Increase in loans, net | (1,194,966,485) | (756,625,718) |
Purchases of software, premises and equipment | (36,045,278) | (10,691,917) |
Payments for Capital Improvements | (658,032) | 0 |
Proceeds from sales of software, premises and equipment | 23,038 | 2,156,831 |
Proceeds from sale of other real estate | 6,930,571 | 2,468,699 |
Acquisitions, net of cash acquired | 155,141,674 | 17,608,471 |
Purchase of bank owned life insurance policies | (55,000,000) | 0 |
Increase in equity method investment | 0 | (74,100,000) |
Dividends received from equity method investment | 19,372,024 | 26,776,629 |
Increase in other investments | (7,850,556) | (16,736,665) |
Net cash used in investing activities | (2,052,274,481) | (928,176,127) |
Financing activities: | ||
Net increase in deposits | 825,059,947 | 732,811,751 |
Net increase (decrease) in securities sold under agreements to repurchase | (18,459,533) | 5,232,620 |
Advances from Federal Home Loan Bank: | ||
Issuances | 1,934,750,000 | 1,623,000,000 |
Payments/maturities | (717,048,332) | (1,647,078,975) |
Increase (decrease) in other borrowings, net | (190,100) | 80,946,100 |
Principal payments of capital lease obligation | (110,471) | 0 |
Proceeds from common stock issuance, net | 192,193,750 | 0 |
Exercise of common stock options and stock appreciation rights, net of repurchase of restricted shares | (1,059,958) | 6,688,572 |
Excess tax benefit from stock compensation | 0 | 2,796,548 |
Common stock dividends paid | (24,983,907) | (18,217,159) |
Net cash provided by financing activities | 2,190,151,396 | 786,179,457 |
Net increase (decrease) in cash and cash equivalents | 224,636,797 | (63,974,296) |
Cash and cash equivalents, beginning of period | 183,645,420 | 320,951,333 |
Cash and cash equivalents, end of period | $ 408,282,217 | $ 256,977,037 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 services, 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 Pinnacle Financial consolidated financial statements and related notes appearing in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2016 (2016 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. Certain refinements to the determination of the allowance for loan losses were made during the quarter ended September 30, 2017 and are discussed more fully below. Additionally, the adoption of ASU 2016-09, which became effective January 1, 2017, and is described more fully in Recently Adopted Accounting Pronouncements below is representative of a change in estimate. Other than the items noted herein, there have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in the 2016 10-K. Allowance for Loan Losses (allowance) - Pinnacle Financial's 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 portfolio, loan loss experience, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay the loan (including the timing of future payment), 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, including regulatory recommendations. The level of allowance maintained by management is believed adequate to absorb probable losses inherent in the loan portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, is deemed uncollectible. Pinnacle Financial's allowance for loan loss assessment methodology was modified in the quarter ended September 30, 2017 to (i) extend the lookback period from 24 quarters to a period beginning January 1, 2006 to better capture a complete economic cycle, (ii) eliminate the use of risk ratings in the calculation of the loss rate and instead focus on risk by loan type and (iii) expand the economic variables used in the qualitative assessment to incorporate our expanded footprint. Pinnacle Financial also eliminated the use of a loss emergence period in light of the minimal population of losses available to evaluate that were previously being extrapolated to the full population of loans, and shifted the focus of its analysis to more of a quantitative model. There was no material impact on the adoption of the change in the allowance for loan loss assessment methodology. Pinnacle Financial's allowance for loan losses is composed of the result of two independent analyses pursuant to the provisions of ASC 450-20, Loss Contingencies and ASC 310-10-35, Receivables . The ASC 450-20 analysis is intended to quantify the inherent risks in its performing loan portfolio. The ASC 310-10-35 analysis includes a loan-by-loan analysis of impaired loans, both those reported as nonaccrual and troubled-debt restructurings. In assessing the adequacy of the allowance, Pinnacle Financial also considers the results of Pinnacle Financial's ongoing independent loan review process. Pinnacle Financial undertakes this process both to ascertain those loans in the portfolio with elevated credit risk and to assist in its overall evaluation of the risk characteristics of the entire loan portfolio. Its loan review process includes the judgment of management, independent internal loan reviewers, and reviews that may have been conducted by third-party reviewers including regulatory examiners. Pinnacle Financial incorporates relevant loan review results in the allowance. The ASC 450-20 component of the allowance for loan losses begins with a historical loss rate calculation for each loan pool with similar risk characteristics. The losses realized over a rolling four-quarter cycle are utilized to determine an annual loss rate for each loan pool for each quarter-end in our look-back period. The look-back period in our loss rate calculation begins with January 2006, as we believe the period from January 1, 2006 to September 30, 2017 is more representative of a complete economic cycle. The loss rates for each category are then averaged and applied to the end of period loan portfolio balances to determine estimated losses. The loss rates provide a quantitative estimate of credit losses inherent in our end of period loan portfolio based on our actual loss experience. The estimated loan loss allocation for all loan segments is then adjusted for management's estimate of probable losses for a number of qualitative factors that have not been considered in the quantitative analysis. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management, but measured by objective measurements period over period. The data for each measurement may be obtained from internal or external sources. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting factor is applied to the non-impaired loan portfolio. This amount represents estimated probable inherent credit losses which exist, but have not yet been identified either in its risk rating or impairment process, as of the balance sheet date, and is based upon quarterly trend assessments in portfolio concentrations, policy exceptions, economic conditions, associate retention, independent loan review results, collateral considerations, credit quality, competition and regulatory requirements, enterprise wide risk assessments, and peer group credit quality. The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors. The allowance for loan losses for purchased loans is calculated similar to that utilized for legacy Pinnacle Bank loans. Pinnacle Financial's accounting policy is to compare the computed allowance for loan losses for each purchased loan to the remaining fair value adjustment at the individual loan level. If the computed allowance at the loan level 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. The ASC 450-20 portion of the allowance includes a small unallocated component. Pinnacle Financial believes that the unallocated amount is warranted for inherent factors that cannot be practically assigned to individual loan categories, such as the imprecision in the overall loss allocation measurement process, the subjectivity risk of potentially not considering all relevant environmental categories and related measurements and imprecision in its credit risk ratings process. The appropriateness of the unallocated component of the allowance is assessed each quarter end based upon changes in the overall business environment not otherwise captured. The impaired loan allowance is determined pursuant to ASC 310-10-35. Loans are impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collection of all amounts due according to the contractual terms means collecting all interest and principal payments of a loan as scheduled in the loan agreement. 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. Loan losses are charged off when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off after a "confirming event" has occurred which serves to validate that full repayment pursuant to the terms of the loan is unlikely. An impairment allowance is recognized if the fair value of the loan is less than the recorded investment in the loan (recorded investment in the loan is the principal balance plus any accrued interest, net of deferred loan fees or costs and unamortized premium or discount). The impairment is recognized through the provision for loan losses and is a component of the allowance for loan losses. Loans that are impaired are recorded at the present value of expected future cash flows discounted at the loan's effective interest rate, or if the loan is collateral dependent, at the fair value of the collateral, less estimated disposal costs. If the loan is cash flow dependent, a specific reserve is established as a component of the allowance. If the loan is collateral dependent, the principal balance of the loan is charged-off in an amount equal to the impairment measurement. The fair value of collateral dependent loans is derived primarily from collateral appraisals performed by independent third-party appraisers. Management believes it follows appropriate accounting and regulatory guidance in determining impairment and accrual status of impaired loans. This analysis is completed for all individual loans greater than $250,000. The resulting allowance percentage by segment adjusted for specific trends identified, if applicable, is then applied to the remaining population of impaired loans. Pursuant to the guidance set forth in ASU No. 2011-02, A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring, the above impairment methodology is also applied to those loans identified as troubled debt restructurings. Sufficiency of the computed allowance is then tested by comparison to historical trends and industry and peer information. Pinnacle Financial then evaluates the result of the procedures performed, including the results of our testing, and concludes on the appropriateness of the balance of the allowance in its entirety. The audit committee of the board of directors reviews and approves the methodology and resultant allowance prior to the filing of quarterly and annual financial information. While its policies and procedures used to estimate the allowance for loan losses, as well as the resultant provision for loan losses charged to income, are considered adequate by management and are reviewed from time to time by regulators, they are necessarily approximate and imprecise. There are factors beyond its control, such as conditions in the local, national, and international economy, a local real estate market or particular industry conditions which may negatively impact materially asset quality and the adequacy of the allowance for loan losses and thus the resulting provision for loan losses. Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for each of the nine months ended September 30, 2017 and September 30, 2016 was as follows: For the nine months ended 2017 2016 Cash Transactions: Interest paid $ 56,804,275 $ 27,053,796 Income taxes paid, net 53,199,410 37,434,336 Noncash Transactions: Loans charged-off to the allowance for loan losses 16,308,540 25,256,610 Loans foreclosed upon and transferred to other real estate owned 3,573,211 3,166,176 Loans foreclosed upon and transferred to other assets 640,737 1,842,318 Common stock issued in connection with equity-method investment — 39,694,036 Common stock issued in connection with acquisition (1) 1,858,132,809 182,468,604 ___________________ (1) See Note 2 to these consolidated financial statements 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, 2017 and 2016 : Three months ended Nine months ended 2017 2016 2017 2016 Basic net income per share calculation: Numerator - Net income $ 64,442,145 $ 32,376,195 $ 147,181,713 $ 91,128,231 Denominator - Weighted average common shares outstanding 76,678,584 45,294,051 59,371,202 42,228,280 Basic net income per common share $ 0.84 $ 0.71 $ 2.48 $ 2.16 Diluted net income per share calculation: Numerator – Net income $ 64,442,145 $ 32,376,195 $ 147,181,713 $ 91,128,231 Denominator - Weighted average common shares outstanding 76,678,584 45,294,051 59,371,202 42,228,280 Dilutive shares contingently issuable 553,514 624,317 539,142 700,187 Weighted average diluted common shares outstanding 77,232,098 45,918,368 59,910,344 42,928,467 Diluted net income per common share $ 0.83 $ 0.71 $ 2.46 $ 2.12 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 estimated 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. Recently Adopted Accounting Pronouncements — 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. This Accounting Standards Update (ASU) impacted Pinnacle Financial's consolidated financial statements by requiring that all income tax effects related to settlements of share-based payment awards be reported as increases (or decreases) to income tax expense. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital. The ASU also requires that all income tax related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows whereas these cash flows were previously reported as a reduction to operating cash flows and an increase to financing cash flows. The guidance became effective for Pinnacle Financial on January 1, 2017. During the three and nine months ended September 30, 2017 , the newly adopted standard resulted in a reduction in tax expense of $59,000 and $4.6 million , respectively. 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, 2017 through the date of the issued financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 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 presents a preliminary allocation of purchase price to net assets acquired (dollars 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 $ 607,275 Goodwill 1,250,987 $ 1,858,262 Subsequently, Pinnacle Financial recorded costs incurred in connection with the issuance of Pinnacle Financial common stock resulting from the BNC Merger of $10.3 million which was recorded as a reduction to additional paid in capital. Certain merger-related charges 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 $1.8 million were recorded to goodwill to appropriately reflect the valuation of the loan portfolio, OREO acquired, and certain liabilities assumed and have been included in the table below. 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. The following purchase price allocations on the BNC Merger are preliminary and will be finalized upon the receipt of final valuations on certain assets and liabilities. Upon receipt of final fair value estimates, which must be received within one year of the BNC Merger date, Pinnacle Financial will make any final adjustments to the purchase price allocation and prospectively adjust any goodwill recorded. Information regarding Pinnacle Financial's loan discount and related deferred tax asset, core deposit intangible asset and related deferred tax liability, as well as income taxes payable and the related deferred tax balances recorded in the BNC Merger, may be adjusted as Pinnacle Financial refines its estimates. Determining the fair value of assets and liabilities, particularly illiquid assets and liabilities, is a complicated process involving significant judgment regarding estimates and assumptions used to calculate estimated fair value. Fair value adjustments based on updated estimates could materially affect the goodwill recorded on the BNC Merger. Pinnacle Financial may incur losses on the acquired loans that are materially different from losses Pinnacle Financial originally projected. 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) 20,143 880 21,023 Core deposit and other intangible (4) — 50,422 50,422 Property, plant and equipment (5) 156,805 — 156,805 Other assets (6) 320,988 50,468 371,456 Total Assets $ 7,106,828 $ (77,993 ) $ 7,028,835 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 35,729 1,504 37,233 Total Liabilities $ 6,422,113 $ (553 ) $ 6,421,560 Net Assets Acquired $ 684,715 $ (77,440 ) $ 607,275 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 are updated subsequent to the merger date based on the results of finalized valuation assessements. (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. The discount recorded was increased by $6.0 million during the third quarter as valuation information related to certain purchase credit impaired loans became available. (3) Although not complete this adjustment reflects the Day 1 value of OREO properties subsequently sold. (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) A fair value adjustment for property and equipment will be recorded, but no estimate is determinable at this time. (6) The amount represents the deferred tax asset recognized on the fair value adjustment of BNC's acquired assets and assumed liabilities. (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 portfolios. Supplemental Pro Forma Combined Results of Operations The supplemental proforma information below for the three and nine months ended September 30, 2017 and 2016 gives effect to the BNC acquisition as if it had occurred on January 1, 2016. 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 first nine months of 2016 that may not have been necessary had the acquired loans been recorded at fair value as of the beginning of 2016. Additionally, these financials were not adjusted for non-recurring expenses, such as merger-related charges 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. Three months ended Nine months ended September 30, September 30, (dollars in thousands) 2017 2016 2017 2016 Revenue (1) $ 218,919 $ 185,181 $ 619,326 $ 513,565 Income before income taxes $ 98,218 $ 73,446 $ 261,516 $ 203,454 _______________________ (1) Net interest income plus noninterest income. |
Equity method investment
Equity method investment | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investment | Equity method investment A summary of BHG's financial position as of September 30, 2017 and December 31, 2016 and results of operations as of and for the three and nine months ended September 30, 2017 and 2016 , were as follows (in thousands): As of September 30, 2017 December 31, 2016 Assets $ 296,267 $ 223,246 Liabilities 202,336 139,531 Membership interests 93,931 83,715 Total liabilities and membership interests $ 296,267 $ 223,246 For the three months ended For the nine months ended 2017 2016 2017 2016 Revenues $ 41,997 $ 37,587 $ 113,244 $ 108,205 Net income $ 20,428 $ 17,440 $ 54,453 $ 51,033 At September 30, 2017 , technology, trade name and customer relationship intangibles, net of related amortization, totaled $14.3 million compared to $16.8 million as of December 31, 2016 . Amortization expense of $832 ,000 and $2.5 million was included for the three and nine months ended September 30, 2017 , respectively, compared to $1.5 million and $2.4 million , respectively, for the same periods in the prior year. Accretion income of $758 ,000 and $2.3 million was included in the three and nine months ended September 30, 2017 , respectively, compared to $599,000 and $1.8 million for the same periods in the prior year, respectively. During the three and nine months ended September 30, 2017 , Pinnacle Financial and Pinnacle Bank received dividends from BHG of $4.5 million and $19.4 million in the aggregate, respectively, compared to $5.0 million and $26.8 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 nine-month periods ended September 30, 2017 or 2016, respectively. |
Securities
Securities | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Securities | Securities The amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2017 and December 31, 2016 are summarized as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2017: Securities available-for-sale: U.S. Treasury securities $ 31,004 $ — $ 26 $ 30,978 U.S. government agency securities 162,686 170 1,774 161,082 Mortgage-backed securities 1,629,860 5,004 16,065 1,618,799 State and municipal securities 754,474 5,703 3,452 756,725 Asset-backed securities 184,981 194 415 184,760 Corporate notes and other 128,480 460 1,103 127,837 $ 2,891,485 $ 11,531 $ 22,835 $ 2,880,181 Securities held-to-maturity: State and municipal securities $ 20,848 $ 209 $ 35 $ 21,022 $ 20,848 $ 209 $ 35 $ 21,022 December 31, 2016: Securities available-for-sale: U.S. Treasury securities $ 250 $ — $ — $ 250 U.S. government agency securities 22,306 — 537 21,769 Mortgage-backed securities 988,008 4,304 15,686 976,626 State and municipal securities 211,581 4,103 2,964 212,720 Asset-backed securities 79,318 111 849 78,580 Corporate notes and other 8,608 39 46 8,601 $ 1,310,071 $ 8,557 20,082 $ 1,298,546 Securities held-to-maturity: State and municipal securities $ 25,251 $ 87 $ 105 $ 25,233 $ 25,251 $ 87 $ 105 $ 25,233 At September 30, 2017 , approximately $1.19 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, 2017 , repurchase agreements comprised of secured borrowings totaled $129.6 million and were secured by $129.6 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. The amortized cost and fair value of debt securities as of September 30, 2017 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, 2017: Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 63,065 $ 62,852 $ 1,017 $ 1,019 Due in one year to five years 65,300 66,392 6,565 6,593 Due in five years to ten years 186,811 188,734 10,466 10,577 Due after ten years 761,468 758,644 2,800 2,833 Mortgage-backed securities 1,629,860 1,618,799 — — Asset-backed securities 184,981 184,760 — — $ 2,891,485 $ 2,880,181 $ 20,848 $ 21,022 At September 30, 2017 and December 31, 2016 , 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, 2017 U.S. Treasury securities $ 30,228 $ 26 $ — $ — $ 30,228 $ 26 U.S. government agency securities 158,315 1,774 — — 158,315 1,774 Mortgage-backed securities 1,001,269 10,985 231,553 5,080 1,232,822 16,065 State and municipal securities 325,168 2,252 45,374 1,235 370,542 3,487 Asset-backed securities 59,102 146 19,098 269 78,200 415 Corporate notes 66,306 975 13,332 128 79,638 1,103 Total temporarily-impaired securities $ 1,640,388 $ 16,158 $ 309,357 $ 6,712 $ 1,949,745 $ 22,870 At December 31, 2016 U.S. Treasury securities $ — $ — $ — $ — $ — $ — U.S. government agency securities — — 20,820 537 20,820 537 Mortgage-backed securities 801,213 15,073 43,148 613 844,361 15,686 State and municipal securities 87,277 3,068 312 1 87,589 3,069 Asset-backed securities 14,510 32 34,097 817 48,607 849 Corporate notes 4,810 46 — — 4,810 46 Total temporarily-impaired securities $ 907,810 $ 18,219 $ 98,377 $ 1,968 $ 1,006,187 $ 20,187 The applicable dates for determining when securities are in an unrealized loss position are September 30, 2017 and December 31, 2016 . 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 pe riods ended September 30, 2017 and December 31, 2016 , but is in the "Investments with an Unrealized Loss of less t han 12 months" category above. As shown in the tables above, including both available-for-sale and held-to-maturity investment securities, at September 30, 2017 , Pinnacle Financial had approximately $22.9 million in unrealized losses on $1.95 billion of securities. 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, 2017 , 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, 2017 . 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. 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. |
Loans and Allowance for Loan Lo
Loans and Allowance for Loan Losses | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Loans and Allowance for Loan Losses | 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 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 also includes owner occupied commercial real estate which 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 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, 2017 , approximately 81% 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. 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 sound worth and paying 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, 2017 and December 31, 2016 (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Total September 30, 2017 Pass $ 6,267,036 $ 2,440,653 $ 1,909,631 $ 3,862,830 $ 355,786 $ 14,835,936 Special Mention 107,739 57,482 8,552 33,828 1,375 208,976 Substandard (1) 58,276 22,310 15,234 65,541 101 161,462 Substandard-nonaccrual 16,920 19,981 6,392 9,028 266 52,587 Doubtful-nonaccrual 71 754 — — — 825 Total loans $ 6,450,042 $ 2,541,180 $ 1,939,809 $ 3,971,227 $ 357,528 $ 15,259,786 December 31, 2016 Pass $ 3,137,452 $ 1,160,361 $ 897,556 $ 2,782,713 $ 264,723 $ 8,242,805 Special Mention 21,449 1,856 2,716 25,641 802 52,464 Substandard (1) 29,674 15,627 5,788 75,861 129 127,079 Substandard-nonaccrual 4,921 8,073 6,613 7,492 475 27,574 Doubtful-nonaccrual — — — 3 — 3 Total loans $ 3,193,496 $ 1,185,917 $ 912,673 $ 2,891,710 $ 266,129 $ 8,449,925 (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 $148.7 million at September 30, 2017 , compared to $114.6 million at December 31, 2016 . The table below details the loans acquired from BNC and the fair value adjustment with respect thereto as of September 30, 2017 (dollars in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Fair value adjustment Net total acquired loans September 30, 2017 Pass $ 3,049,607 $ 1,241,566 $ 746,206 $ 496,445 $ 78,137 $ (129,907 ) $ 5,482,054 Special Mention 69,746 57,359 5,868 6,242 632 (4,439 ) 135,408 Substandard 47,027 13,619 10,220 8,724 — (17,227 ) 62,363 Substandard-nonaccrual 7,742 13,786 6,966 2,102 44 (10,934 ) 19,706 Doubtful-nonaccrual 189 854 — — — (217 ) 826 Total loans $ 3,174,311 $ 1,327,184 $ 769,260 $ 513,513 $ 78,813 $ (162,724 ) $ 5,700,357 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, 2016 through September 30, 2017 (in thousands): Gross Carrying Value Accretable Yield Nonaccretable Yield Net Carrying Value December 31, 2016 $ 12,451 $ — $ (3,633 ) $ 8,818 Acquisition 80,229 (300 ) (32,211 ) 47,718 Year-to-date settlements (10,868 ) 4 2,659 (8,205 ) September 30, 2017 $ 81,812 $ (296 ) $ (33,185 ) $ 48,331 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, 2017 , the average balance of nonaccrual loans was $52.4 million and $66.9 million , respectively, compared to $31.6 million and $35.1 million, respectively, for the same periods in 2016. 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 three months ended September 30, 2017 and $65,000 during the nine months ended September 30, 2017 , compared to approximately $47,000 and $95,000 , respectively, during the three and nine months ended September 30, 2016 . Had these nonaccruing loans been on accruing status, interest income would have been higher by $849,000 and $2.1 million for the three and nine months ended September 30, 2017 , respectively, compared to $478,000 and $999,000 higher for the three and nine months ended September 30, 2016 , respectively. The following table details the recorded investment, unpaid principal balance and related allowance of Pinnacle Financial's nonaccrual loans at September 30, 2017 and December 31, 2016 by loan classification (in thousands): At September 30, 2017 At December 31, 2016 Recorded investment Unpaid principal balances (1) Related allowance (2) Recorded investment Unpaid principal balances (1) Related allowance (2) Collateral dependent nonaccrual loans: Commercial real estate – mortgage $ 16,600 $ 18,992 $ — $ 2,308 $ 2,312 $ — Consumer real estate – mortgage 16,406 19,808 — 2,880 2,915 — Construction and land development 4,472 8,587 — 3,128 3,135 — Commercial and industrial 8,077 9,393 — 6,373 6,407 — Consumer and other 15 17 — — — — Total $ 45,570 $ 56,797 $ — $ 14,689 $ 14,769 $ — Cash flow dependent nonaccrual loans: Commercial real estate – mortgage $ 391 $ 616 $ — $ 2,613 $ 3,349 $ 59 Consumer real estate – mortgage 4,329 4,386 723 5,193 5,775 688 Construction and land development 1,920 2,369 13 3,485 4,154 20 Commercial and industrial 951 941 108 1,122 2,714 77 Consumer and other 251 154 88 475 851 227 Total $ 7,842 $ 8,466 $ 932 $ 12,888 $ 16,843 $ 1,071 Total nonaccrual loans $ 53,412 $ 65,263 $ 932 $ 27,577 $ 31,612 $ 1,071 (1) Unpaid principal balance presented net of fair value adjustments recorded in conjunction with purchase accounting. (2) Collateral dependent loans are typically charged-off to their net realizable value and no specific allowance is carried related to those loans. 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, 2017 and 2016 , respectively, on Pinnacle Financial's nonaccrual loans that remain on the balance sheets as of such date (in thousands): For the three months ended For the nine months ended 2017 2016 2017 2016 Average recorded investment Interest income recognized Average recorded investment Interest income recognized Average recorded investment Interest income recognized Average recorded investment Interest income recognized Collateral dependent nonaccrual loans: Commercial real estate – mortgage $ 15,602 $ — $ 3,579 $ — $ 17,854 $ — $ 3,786 $ — Consumer real estate – mortgage 16,895 — 4,457 — 24,557 — 4,638 — Construction and land development 2,741 — 6,575 47 2,716 65 6,808 95 Commercial and industrial 8,768 — 9,900 — 10,437 — 10,308 — Consumer and other 14 — — — 13 — — — Total $ 44,020 $ — $ 24,511 $ 47 $ 55,577 $ 65 $ 25,540 $ 95 Cash flow dependent nonaccrual loans: Commercial real estate – mortgage $ 487 $ — $ 1,563 $ — $ 1,069 $ — $ 1,599 $ — Consumer real estate – mortgage 4,662 — 2,391 — 4,788 — 2,533 — Construction and land development 1,927 — 323 — 2,109 — 346 — Commercial and industrial 508 — 312 — 1,089 — 2,160 — Consumer and other 804 — 2,517 — 2,237 — 2,915 — Total $ 8,388 $ — $ 7,106 $ — $ 11,292 $ — $ 9,553 $ — Total nonaccrual loans $ 52,408 $ — $ 31,617 $ 47 $ 66,869 $ 65 $ 35,093 $ 95 At September 30, 2017 and December 31, 2016 , there were $15.2 million and $15.0 million , respectively, of troubled debt restructurings that were performing as of their restructure date and which were accruing interest. 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, 2017 and 2016 (dollars in thousands): Three months ended Nine months ended 2017 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 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 2016 Commercial real estate – mortgage — $ — $ — — $ — $ — Consumer real estate – mortgage — — — — — — Construction and land development — — — — — — Commercial and industrial 1 20 17 2 1,008 254 Consumer and other — — — — — — 1 $ 20 $ 17 2 $ 1,008 $ 254 During the nine months ended September 30, 2017 and 2016 , Pinnacle Financial did not have any troubled debt restructurings that subsequently defaulted within twelve months of the restructuring. To monitor concentration risk, 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, 2017 with the comparative exposures for December 31, 2016 (in thousands): September 30, 2017 Outstanding Principal Balances Unfunded Commitments Total exposure Total Exposure at December 31, Lessors of nonresidential buildings $ 2,814,079 $ 3,236,499 $ 6,050,578 $ 1,701,853 Lessors of residential buildings 662,014 847,583 1,509,597 874,234 Hotels (except Casino Hotels) and Motels 598,177 763,496 1,361,673 291,865 The table below presents past due balances by loan classification and segment at September 30, 2017 and December 31, 2016 , allocated between accruing and nonaccrual status (in thousands): Accruing Nonaccruing September 30, 2017 30-89 days past due and accruing 90 days or more past due and accruing Total past due and accruing Purchased credit impaired Current and accruing Nonaccrual (1) Purchased credit impaired Total loans Commercial real estate: Owner-occupied $ 6,999 $ — $ 6,999 $ 5,065 $ 2,408,065 $ 11,154 $ 1,258 $ 2,432,541 All other 4,919 — 4,919 12,124 3,995,879 929 3,650 4,017,501 Consumer real estate – mortgage 8,980 1,072 10,052 7,880 2,502,513 11,172 9,563 2,541,180 Construction and land development 3,621 240 3,861 3,811 1,925,745 2,058 4,334 1,939,809 Commercial and industrial 4,623 560 5,183 374 3,956,642 8,759 269 3,971,227 Consumer and other 6,676 1,138 7,814 — 349,448 263 3 357,528 $ 35,818 $ 3,010 $ 38,828 $ 29,254 $ 15,138,292 $ 34,335 $ 19,077 $ 15,259,786 December 31, 2016 Commercial real estate: Owner-occupied $ 3,505 $ — $ 3,505 $ — $ 1,347,134 $ 2,297 $ 1,956 $ 1,354,893 All other — — — — 1,837,936 240 428 1,838,603 Consumer real estate – mortgage 3,838 53 3,891 — 1,173,953 5,554 2,520 1,185,917 Construction and land development 2,210 — 2,210 — 903,850 3,205 3,408 912,673 Commercial and industrial 4,475 — 4,475 — 2,879,740 6,971 524 2,891,710 Consumer and other 7,168 1,081 8,249 — 257,405 475 — 266,129 $ 21,196 $ 1,134 $ 22,330 $ — $ 8,400,018 $ 18,742 $ 8,836 $ 8,449,925 (1) Approximately $40.2 million and $16.7 million of nonaccrual loans as of September 30, 2017 and December 31, 2016 , respectively, were performing pursuant to their contractual terms at those dates . The following table shows the allowance allocation by loan classification and accrual status at September 30, 2017 and December 31, 2016 (in thousands): Impaired Loans Accruing Loans Nonaccrual Loans Troubled Debt Restructurings (1) Total Allowance for Loan Losses September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Commercial real estate –mortgage $ 20,790 $ 13,595 $ — $ 59 $ — $ 1 $ 20,790 $ 13,655 Consumer real estate – mortgage 4,562 5,874 723 688 18 2 5,303 6,564 Construction and land development 7,510 3,604 13 20 — — 7,523 3,624 Commercial and industrial 22,878 24,648 108 77 421 18 23,407 24,743 Consumer and other 6,831 9,293 88 227 — — 6,919 9,520 Unallocated — — — — — — 1,217 874 $ 62,571 $ 57,014 $ 932 $ 1,071 $ 439 $ 21 $ 65,159 $ 58,980 (1) Troubled debt restructurings of $15.2 million and $15.0 million as of both September 30, 2017 and December 31, 2016 , respectively, are classified as impaired loans pursuant to U.S. GAAP; however, these loans continue to accrue interest at contractual rates. The following table details the changes in the allowance for loan losses for the three and nine months ended September 30, 2017 and 2016 , 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, 2017: Balance at July 1, 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 169 565 716 562 269 — 2,281 Provision for loan losses 5,191 (2,702 ) 1,780 235 2,397 20 6,920 Balance at September 30, 2017 $ 20,790 $ 5,303 $ 7,523 $ 23,407 $ 6,919 $ 1,217 $ 65,159 Three months ended September 30, 2016: Balance at July 1, 2016 $ 13,665 $ 6,540 $ 3,923 $ 25,090 $ 11,138 $ 1,056 $ 61,412 Charged-off loans (80 ) (336 ) (231 ) (3,165 ) (5,072 ) — (8,884 ) Recovery of previously charged-off loans 11 67 434 233 868 — 1,613 Provision for loan losses 434 623 (230 ) 1,399 4,150 (268 ) 6,108 Balance at September 30, 2016 $ 14,030 $ 6,894 $ 3,896 $ 23,557 $ 11,084 $ 788 $ 60,249 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 ) — (16,309 ) 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 Nine months ended September 30, 2016: Balance at December 31, 2015 $ 15,513 $ 7,220 $ 2,903 $ 23,643 $ 15,616 $ 537 $ 65,432 Charged-off loans (276 ) (714 ) (231 ) (5,408 ) (18,627 ) — (25,257 ) Recovery of previously charged-off loans 203 223 540 1,848 1,977 — 4,791 Provision for loan losses (1,410 ) 165 684 3,474 12,118 251 15,282 Balance at September 30, 2016 $ 14,030 $ 6,894 $ 3,896 $ 23,557 $ 11,084 $ 788 $ 60,249 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, 2017 and December 31, 2016 , 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, 2017 Allowance for Loan Losses: Collectively evaluated for impairment $ 20,790 $ 4,562 $ 7,510 $ 22,878 $ 6,831 $ 1,217 $ 63,788 Individually evaluated for impairment — 741 13 529 88 — 1,371 Loans acquired with deteriorated credit quality — — — — — — — Total allowance for loan losses $ 20,790 $ 5,303 $ 7,523 $ 23,407 $ 6,919 $ 1,217 $ 65,159 Loans: Collectively evaluated for impairment $ 6,415,862 $ 2,512,565 $ 1,929,606 $ 3,961,825 $ 357,262 $ 15,177,120 Individually evaluated for impairment 12,083 11,172 2,058 8,759 263 34,335 Loans acquired with deteriorated credit quality 22,097 17,443 8,145 643 3 48,331 Total loans $ 6,450,042 $ 2,541,180 $ 1,939,809 $ 3,971,227 $ 357,528 $ 15,259,786 December 31, 2016 Allowance for Loan Losses: Collectively evaluated for impairment $ 13,595 $ 5,874 $ 3,604 $ 24,648 $ 9,293 $ 874 $ 57,888 Individually evaluated for impairment 60 690 20 95 227 — 1,092 Loans acquired with deteriorated credit quality — — — — — — — Total allowance for loan losses $ 13,655 $ 6,564 $ 3,624 $ 24,743 $ 9,520 $ 874 $ 58,980 Loans: Collectively evaluated for impairment $ 3,188,362 $ 1,174,456 $ 906,053 $ 2,872,855 $ 265,613 $ 8,407,339 Individually evaluated for impairment 2,750 8,941 3,212 18,331 516 33,750 Loans acquired with deteriorated credit quality 2,384 2,520 3,408 524 — 8,836 Total loans $ 3,193,496 $ 1,185,917 $ 912,673 $ 2,891,710 $ 266,129 $ 8,449,925 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, 2017 , Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $26.3 million to current directors, executive officers, and their related entities, of which $16.7 million had been drawn upon. At December 31, 2016 , Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $22.6 million to directors, executive officers, and their related entities, of which approximately $14.8 million had been drawn upon. None of these loans to directors, executive officers, and their related entities were impaired at September 30, 2017 or December 31, 2016 . At September 30, 2017 , Pinnacle Financial had approximately $20.4 million in commercial loans held for sale, which included loans previously held in Pinnacle Bank's commercial loan portfolio that it has elected to sell, as well as 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. Residential Lending At September 30, 2017 , Pinnacle Financial had approximately $105.0 million of mortgage loans held-for-sale compared to approximately $47.7 million at December 31, 2016 . Total loan volumes sold during the nine months ended September 30, 2017 were approximately $756.7 million compared to approximately $549.4 million for the nine months ended September 30, 2016 . During the nine months ended September 30, 2017 , Pinnacle Financial recognized $14.8 million in gains on the sale of these loans, net of commissions paid, compared to $12.9 million during the nine months ended September 30, 2016 . 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 $1.3 million at September 30, 2017 compared to $196,000 at September 30, 2016 . 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, 2017 and 2016 . Pinnacle Financial's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. For the three months ended September 30, 2017 there were no interest and penalties recorded in the income statement and $22,000 for the nine months ended September 30, 2017, compared to no interest and penalties for the three and nine months ended September 30, 2016 . Pinnacle Financial's effective tax rate for the three and nine months ended September 30, 2017 was 35.2% and 31.9% , respectively, compared to 33.5% and 33.5% for the three and nine months ended September 30, 2016 . The difference between the effective tax rate and the federal and state income tax statutory rate of 39.23% is primarily due to state excise tax expense, 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 certain merger-related expenses. The impact of the adoption of ASU 2016-09 (as described in Note 1) was included in income tax expense for the three and nine months ended September 30, 2017 , resulting in the recognition of $59,000 and $4.6 million , respectively, of tax benefits which reduced income tax expense. Prior to the adoption of ASU 2016-09, these tax benefits were recorded as an increase to additional paid-in-capital. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Commitments and Contingent Liabilities In the normal course of business, Pinnacle Financial 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, 2017 , these commitments amounted to $5.2 billion . Standby letters of credit are generally issued on behalf of an applicant (our 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 Financial under certain prescribed circumstances. Subsequently, Pinnacle Financial would then seek reimbursement from the applicant pursuant to the terms of the standby letter of credit. At September 30, 2017 , these commitments amounted to $137.3 million . Pinnacle Financial 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 Financial's customers default on their resulting obligation to Pinnacle Financial, the maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those commitments. At September 30, 2017 and December 31, 2016 , Pinnacle Financial had accrued $3.1 million and $1.1 million , respectively, for the inherent risks associated with these off-balance sheet commitments. 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, 2017 will not have a material adverse impact on Pinnacle Financial's consolidated financial condition, operating results or cash flows. |
Stock Options and Restricted Sh
Stock Options and Restricted Shares | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Restricted Shares | Stock Options and Restricted Shares As described more fully in the Annual Report on Form 10-K, as of December 31, 2016, Pinnacle Financial has one equity incentive plan under which it is able to grant awards, the 2014 Equity Incentive Plan (2014 Plan) and has assumed the stock option plan of CapitalMark (the CapitalMark Option Plan) in connection with the CapitalMark Merger and the BNC Bancorp 2013 Amended and Restated Omnibus Stock Incentive Plan (BNC Plan) in connection with the acquisition of BNC. In addition, awards previously granted remain outstanding under equity plans previously adopted by Pinnacle Financial's board of directors and shareholders. No new awards may be granted under plans other than the 2014 Plan, or, in the case of associates that were former associates of BNC or its subsidiaries, the BNC Plan. Total shares available for issuance under the 2014 Plan were 703,396 shares as of September 30, 2017 , inclusive of shares returned to plan reserves during the nine months ended September 30, 2017 . The 2014 Plan also permits Pinnacle Financial to reissue awards currently outstanding that are subsequently forfeited, settled in cash or expired unexercised and returned to the 2014 Plan. 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. Approximately 33,000 shares remain available for issuance to existing BNC associates in future periods, related to the BNC 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. Common Stock Options A summary of the stock option activity within the equity incentive plans during the nine months ended September 30, 2017 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, 2016 550,490 $ 20.75 2.61 $ 26,728 (1) Granted — Exercised (3) (194,340 ) Forfeited — Outstanding at September 30, 2017 356,150 $ 21.17 2.62 $ 16,305 (2) Options exercisable at September 30, 2017 356,150 $ 21.17 2.62 $ 16,305 (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 $69.30 per common share at December 31, 2016 for the 550,490 options that were in-the-money at December 31, 2016 . (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 $66.95 per common share at September 30, 2017 for the 356,150 options that were in-the-money at September 30, 2017 . (3) Includes 750 stock options which were exercised in a stock swap transaction which settled in 277 shares of Pinnacle Financial common stock. Compensation costs related to stock options granted under Pinnacle Financial's equity incentive plan 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, 2017 is as follows: Number Grant Date Weighted-Average Cost Unvested at December 31, 2016 820,539 $ 36.47 Shares awarded 246,157 Conversion of previously awarded restricted share units to restricted share awards 43,680 Shares assumed in connection with acquisition of BNC 136,890 Restrictions lapsed and shares released to associates/directors (246,144 ) Shares forfeited (1) (25,849 ) Unvested at September 30, 2017 975,273 $ 50.53 (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, 2017 : 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 2017 Associates (2) 3 - 5 232,480 358 7,638 224,484 2017 Associates (3) 3 - 5 136,690 — — 136,690 Performance Based Awards 2017 Leadership team (4) 3 43,680 — — 43,680 Outside Director Awards (5) 2017 Outside directors 1 13,677 2,376 796 10,505 (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. For time-based 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 awards and time-based 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 in connection with acquisition of BNC. (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, 2018 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, 2017 . Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. Restricted Share Units The following table details the restricted share unit awards outstanding at September 30, 2017 : 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) 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 2014 (3) 58,404-102,209 29,087 2014 5 N/A 21,856 2014 4 N/A 21,856 2015 4 N/A 21,847 2015 3 N/A 21,847 2016 3 N/A 21,840 2016 2 N/A 21,840 (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 2017, 2016 and 2015 will be earned if certain performance targets are achieved. Additional forfeiture restrictions may 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. (3) Restrictions on half of the shares previously converted to RSAs will lapse commensurate with the filing of the Form 10-K for the year ended December 31, 2017 and 2018, respectively. Stock compensation expense related to restricted share awards and restricted share units for the three and nine months ended September 30, 2017 was $5.8 million and $14.4 million , respectively, compared to $2.6 million and $8.1 million , respectively, for the three and nine months ended September 30, 2016. Included in the above three and nine months ended September 30, 2017 stock compensation expense was $1.4 million and $2.9 million , respectively, of stock-based compensation expense incurred as a result of change-in-control provisions applicable to assumed BNC equity-based awards that was recorded as merger-related expense. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 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. 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. A summary of Pinnacle Financial's interest rate swaps related to customers as of September 30, 2017 and December 31, 2016 is included in the following table (in thousands): September 30, 2017 December 31, 2016 Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Interest rate swap agreements: Pay fixed / receive variable swaps $ 770,359 $ 15,659 $ 666,572 $ 16,004 Pay variable / receive fixed swaps 770,359 (15,773 ) 666,572 (16,138 ) Total $ 1,540,718 $ (114 ) $ 1,333,144 $ (134 ) Hedge derivatives 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, 2017 and December 31, 2016 are as follows (in thousands): September 30, 2017 December 31, 2016 Forecasted Notional Amount Receive Rate Pay Rate Term (1) Asset/ (Liabilities) Unrealized Loss in Accumulated Other Comprehensive Income Asset/ (Liabilities) Unrealized Loss in Accumulated Other Comprehensive Income Interest Rate Swap $ 33,000 3 month LIBOR 2.265 % April 2016-April 2020 $ (494 ) $ (300 ) $ (727 ) $ (442 ) Interest Rate Swap 33,000 3 month LIBOR 2.646 % April 2016-April 2022 (1,164 ) (707 ) (1,304 ) (792 ) Interest Rate Swap 33,000 3 month LIBOR 2.523 % Oct. 2016-Oct. 2020 (823 ) (500 ) (1,081 ) (657 ) Interest Rate Swap 33,000 3 month LIBOR 2.992 % Oct. 2017-Oct. 2021 (1,390 ) (845 ) (1,200 ) (729 ) Interest Rate Swap 34,000 3 month LIBOR 3.118 % April 2018-July 2022 (1,482 ) (901 ) (1,222 ) (743 ) Interest Rate Swap 34,000 3 month LIBOR 3.158 % July 2018- Oct. 2022 (1,454 ) (884 ) (1,198 ) (728 ) $ 200,000 $ (6,807 ) $ (4,137 ) $ (6,732 ) $ (4,091 ) (1) No cash will be exchanged prior to the beginning of the term. Pinnacle Financial has interest rate swap agreements designated as cash flow hedges intended to protect against the variability of cash flows on selected LIBOR-based loans. The swaps hedge the interest rate risk, wherein Pinnacle Financial receives a fixed rate of interest from a counterparty and pays a variable rate, based on one month LIBOR. The swaps were entered into with a counterparty that met Pinnacle Financial's credit standards and the agreements contain collateral provisions protecting the at-risk party. The following outlines the interest rate swap agreements in place at September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Forecasted Notional Amount Receive Rate Pay Rate Term Asset/ (Liabilities) Unrealized Gain in Accumulated Other Comprehensive Income Asset/ (Liabilities) Unrealized Gain (Loss) in Accumulated Other Comprehensive Income Interest Rate Swap (1) $ 27,500 2.090 % 1 month LIBOR July 2014 - July 2021 $ — $ — $ 395 $ 240 Interest Rate Swap (1) 25,000 2.270 % 1 month LIBOR July 2014 - July 2022 — — 610 371 Interest Rate Swap (1) 27,500 2.420 % 1 month LIBOR July 2014 - July 2023 — — 874 531 Interest Rate Swap (1) 30,000 2.500 % 1 month LIBOR July 2014 - July 2024 — — 900 547 Interest Rate Swap (1) 15,000 1.470 % 1 month LIBOR Aug. 2015-Aug. 2020 — — (75 ) (46 ) $ 125,000 $ — $ — $ 2,704 $ 1,643 (1) Each of these swaps were terminated via cash settlement in the second quarter of 2017. As a result of terminating these contracts in the second quarter of 2017, Pinnacle Financial began recognizing a gain of $3.1 million over the original terms of these agreements. The cash flow hedges were determined to be fully effective during the periods presented. Therefore, no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps is recorded in other assets or other liabilities with changes in fair value recorded in accumulated other comprehensive (loss) income, net of tax. 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. Other than the interest rate swaps agreements terminated in the second quarter of 2017, Pinnacle Financial expects the hedges to remain fully effective during the remaining terms of the swaps. Pinnacle Financial does not expect any amounts to be reclassified from accumulated other comprehensive (loss) income related to these swaps over the next twelve months. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures , which 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. 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. Other investments – Included in other assets are other investments recorded at fair value primarily in certain nonpublic private equity funds. The valuation of nonpublic private equity 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 as these funds are not widely traded and the underlying investments of such funds are often privately-held and/or start-up companies for which market values are not readily available. Other assets – Included in other assets are certain assets carried at fair value, including interest rate swap agreements, the cash flow hedge 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 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. Nonaccrual loans – A loan is classified as nonaccrual 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. Nonaccrual 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 nonaccrual 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. Nonaccrual 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. 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. The following tables present financial instruments measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 , by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands: September 30, 2017 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) Investment securities available-for-sale: U.S. treasury securities $ 30,978 $ — $ 30,978 $ — U.S. government agency securities 161,082 — 161,082 — Mortgage-backed securities 1,618,799 — 1,618,799 — State and municipal securities 756,725 — 756,725 — Agency-backed securities 184,760 — 184,760 — Corporate notes and other 115,284 24,616 103,221 — Total investment securities available-for-sale $ 2,867,628 $ 24,616 $ 2,855,565 $ — Other investments 28,477 — — 28,477 Other assets 12,604 — 12,604 — Total assets at fair value $ 2,908,709 $ 24,616 $ 2,868,169 $ 28,477 Other liabilities $ 15,519 $ — $ 15,519 $ — Total liabilities at fair value $ 15,519 $ — $ 15,519 $ — December 31, 2016 Investment securities available-for-sale: U.S. treasury securities $ 250 $ — $ 250 $ — U.S. government agency securities 21,769 — 21,769 — Mortgage-backed securities 976,626 — 976,626 — State and municipal securities 212,720 — 212,720 — Agency-backed securities 78,580 — 78,580 — Corporate notes and other 8,601 — 8,601 — Total investment securities available-for-sale 1,298,546 — 1,298,546 — Other investments 10,478 — — 10,478 Other assets 13,340 — 13,340 — Total assets at fair value $ 1,322,364 $ — $ 1,311,886 $ 10,478 Other liabilities $ 15,758 $ — $ 15,758 $ — Total liabilities at fair value $ 15,758 $ — $ 15,758 $ — The following table presents assets measured at fair value on a nonrecurring basis as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 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 losses for the year-to-date period then ended Other real estate owned $ 24,339 $ — $ — $ 24,339 $ (72 ) Nonaccrual loans, net (1) 52,480 — — 52,480 (4,905 ) Total $ 76,819 $ — $ — $ 76,819 $ (4,977 ) December 31, 2016 Other real estate owned $ 6,090 $ — $ — $ 6,090 $ (135 ) Nonaccrual loans, net (1) 26,506 — — 26,506 (7,173 ) Total $ 32,596 $ — $ — $ 32,596 $ (7,308 ) (1) Amount is net of valuation allowance of $932,000 and $1.1 million at September 30, 2017 and December 31, 2016 , respectively, as required by ASC 310-10, "Receivables." 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 three and nine months ended September 30, 2017 , there were no transfers between Levels 1, 2 or 3. The table below includes a rollforward of the balance sheet amounts for the three and nine months ended 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, 2017 2016 2017 2016 Other Other liabilities Other Other liabilities Other assets Other liabilities Other assets Other liabilities Fair value, beginning of period $ 27,850 $ — $ 10,380 $ — $ 10,478 $ — $ 9,764 $ — Total realized gains included in income 188 — 59 — 625 — 395 — Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at September 30 — — — — — — — — Acquired — — — — 17,062 — — — Purchases 815 — 493 — 1,584 — 1,063 — Issuances — — — — — — — — Settlements (376 ) — (626 ) — (1,272 ) — (916 ) — Transfers out of Level 3 — — — — — — — — Fair value, end of period $ 28,477 — 10,306 $ — $ 28,477 $ — $ 10,306 $ — Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at September 30 $ 188 $ — $ 59 $ — $ 625 $ — $ 395 $ — 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, 2017 and December 31, 2016 . 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, net - The fair value of our loan portfolio includes a credit risk factor in the determination of the fair value of our loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. Our loan portfolio is initially fair valued using a segmented approach. We divide our 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. For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral. For other loans, fair values are estimated using discounted cash flow models, using current market interest rates offered for loans with similar terms to borrowers of similar credit quality. The values derived from the discounted cash flow approach for each of the above portfolios are then further discounted to incorporate credit risk to determine the exit price. Mortgage loans held-for-sale - Mortgage 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, 2017 and December 31, 2016 . 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): (in thousands) 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 $ 20,848 $ 21,022 $ — $ 21,022 $ — Loans, net 15,194,627 14,748,141 — — 14,748,141 Mortgage loans held-for-sale 105,032 106,545 — 106,545 — Loans held-for-sale 20,385 20,675 — 20,675 — Financial liabilities: Deposits and securities sold under agreements to repurchase 15,919,142 15,441,568 — — 15,441,568 Federal Home Loan Bank advances 1,623,947 1,623,238 — — 1,623,238 Subordinated debt and other borrowings 465,461 448,022 — — 448,022 Off-balance sheet instruments: Commitments to extend credit (2) 5,209,747 2,279 — — 2,279 Standby letters of credit (3) 137,277 785 — — 785 December 31, 2016 Financial assets: Securities held-to-maturity $ 25,251 $ 25,233 $ — $ 25,233 $ — Loans, net 8,390,944 8,178,982 — — 8,178,982 Mortgage loans held for sale 70,298 70,480 — 70,480 — Financial liabilities: Deposits and securities sold under agreements to repurchase 8,845,014 8,579,664 — — 8,579,664 Federal Home Loan Bank advances 406,304 406,491 — — 406,491 Subordinated debt and other borrowings 350,768 328,049 — — 328,049 Off-balance sheet instruments: Commitments to extend credit (2) 3,374,269 383 — — 383 Standby letters of credit (3) 131,418 740 — — 740 (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. (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, 2017 and December 31, 2016 , Pinnacle Financial included in other liabilities $2.3 million and $383,000 , respectively, representing the inherent risks associated with these off-balance sheet commitments. (3) At September 30, 2017 and December 31, 2016 , the fair value of Pinnacle Financial's standby letters of credit was $785,000 and $740,000 , respectively. This amount represents the unamortized fee associated with these standby letters of credit and is included in the consolidated balance sheet of Pinnacle Financial and is believed to approximate fair value. This fair value will decrease over time as the existing standby letters of credit approach their expiration dates. |
Regulatory Matters
Regulatory Matters | 9 Months Ended |
Sep. 30, 2017 | |
Regulatory Capital Requirements [Abstract] | |
Regulatory Matters | 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, 2017 , Pinnacle Bank paid $38.1 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. 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 I capital to risk-weighted assets, total risk-based capital to risk-weighted assets and of 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, 2017 , 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 minimum 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 ratios are presented in the following table (in thousands): Actual Minimum Capital Requirement Minimum To Be Well-Capitalized Amount Ratio Amount Ratio Amount Ratio At September 30, 2017 Total capital to risk weighted assets: Pinnacle Financial $ 2,242,099 12.3 % $ 1,453,181 8.0 % NA NA Pinnacle Bank $ 2,129,643 11.8 % $ 1,449,329 8.0 % $ 1,811,661 10.0 % Tier 1 capital to risk weighted assets: Pinnacle Financial $ 1,703,298 9.4 % $ 1,089,886 6.0 % NA NA Pinnacle Bank $ 1,933,754 10.7 % $ 1,086,997 6.0 % $ 1,449,329 8.0 % Common equity Tier 1 capital to risk weighted assets Pinnacle Financial $ 1,703,175 9.4 % $ 817,414 4.5 % NA NA Pinnacle Bank $ 1,933,631 10.7 % $ 815,247 4.5 % $ 1,177,580 6.5 % Tier 1 capital to average assets (*): Pinnacle Financial $ 1,703,298 8.9 % $ 769,125 4.0 % NA NA Pinnacle Bank $ 1,933,754 10.1 % $ 767,531 4.0 % $ 959,414 5.0 % (*) Average assets for the above calculations were based on the most recent quarter. |
Subordinated Debt and Other bor
Subordinated Debt and Other borrowings | 9 Months Ended |
Sep. 30, 2017 | |
Subordinated Debt [Abstract] | |
Subordinated Debt and Other borrowings | 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 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 its Annual Report on Form 10-K (in thousands): Name Date Maturity Total Debt Outstanding Interest Rate at Coupon Structure Trust preferred securities Pinnacle Statutory Trust I December 29, 2003 December 30, 2033 $ 10,310 4.12 % 30-day LIBOR + 2.80% Pinnacle Statutory Trust II September 15, 2005 September 30, 2035 20,619 2.74 % 30-day LIBOR + 1.40% Pinnacle Statutory Trust III September 7, 2006 September 30, 2036 20,619 2.99 % 30-day LIBOR + 1.65% Pinnacle Statutory Trust IV October 31, 2007 September 30, 2037 30,928 4.17 % 30-day LIBOR + 2.85% BNC Capital Trust I April 3, 2003 April 15, 2033 5,155 4.55 % 30-day LIBOR + 3.25% BNC Capital Trust II March 11, 2004 April 7, 2034 6,186 4.15 % 30-day LIBOR + 2.85% BNC Capital Trust III September 23, 2004 September 23, 2034 5,155 3.70 % 30-day LIBOR + 2.40% BNC Capital Trust IV September 27, 2006 December 31, 2036 7,217 3.04 % 30-day LIBOR + 1.70% Valley Financial Trust I August 5, 2005 September 30, 2035 4,124 4.43 % 30-day LIBOR + 3.10% Valley Financial Trust II June 6, 2003 June 26, 2033 7,217 2.74 % 30-day LIBOR + 1.49% Valley Financial Trust III September 26, 2005 December 15, 2035 5,155 3.04 % 30-day LIBOR + 1.73% Southcoast Capital Trust III December 15, 2006 January 30, 2037 10,310 2.84 % 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 BNC Subordinated Note October 15, 2013 October 15, 2023 10,530 6.04 % 30-day LIBOR + 5.00% (4) Other Borrowings Revolving credit facility (5) March 29, 2016 March 27, 2018 — — Debt issuance costs and fair value adjustments (8,064 ) Total subordinated debt and other borrowings $ 465,461 ______________________ (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) Coupon structure includes a floor of 5.0% and a cap of 9.5% (5) Borrowing capacity on the revolving credit facility is $75.0 million . At September 30, 2017 , there was no outstanding balance under this facility. As reflected in the table above, Pinnacle Financial assumed BNC's obligations under its outstanding $60.0 million principal amount of subordinated notes issued in September 2014 that mature in October 2024. These notes bear interest at a rate of 5.5% per annum until September 30, 2019 and may not be repaid prior to that date. Beginning on October 1, 2019, if not redeemed on that date, these notes will bear interest at a floating rate equal to the three -month LIBOR determined on the determination date of the applicable interest period plus 359 basis points. Pinnacle Financial also assumed BNC's obligations under its outstanding subordinated note with a principal balance of $10.6 million as of December 31, 2016 . This note bears interest at a variable rate of 30 -day LIBOR plus 5.00% per annum, with a floor of 5.00% and a cap of 9.50% , and has a maturity date of October 15, 2023. The interest rate for this subordinated note was 5.61% at December 31, 2016 . The $50.5 million in aggregate principal amount of subordinated debentures issued by trust affiliates of BNC in connection with the issuance of trust preferred securities was also assumed in connection with Pinnacle Financial's merger with BNC. Upon consummation of the merger with BNC, Pinnacle Financial's total assets were in excess of $15.0 billion as a result of a merger, which caused the subordinated debentures Pinnacle Financial and BNC have issued in connection with prior trust preferred securities offerings to cease to qualify as Tier 1 capital under applicable banking regulations. Though these securities no longer qualify as Tier 1 capital from and after the closing of the merger, Pinnacle Financial believes these subordinated debentures continue to qualify as Tier 2 capital. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 Pinnacle Financial consolidated financial statements and related notes appearing in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2016 (2016 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 | 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. Certain refinements to the determination of the allowance for loan losses were made during the quarter ended September 30, 2017 and are discussed more fully below. Additionally, the adoption of ASU 2016-09, which became effective January 1, 2017, and is described more fully in Recently Adopted Accounting Pronouncements below is representative of a change in estimate. Other than the items noted herein, there have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in |
Income Per Common Share | 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements — 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. This Accounting Standards Update (ASU) impacted Pinnacle Financial's consolidated financial statements by requiring that all income tax effects related to settlements of share-based payment awards be reported as increases (or decreases) to income tax expense. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital. The ASU also requires that all income tax related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows whereas these cash flows were previously reported as a reduction to operating cash flows and an increase to financing cash flows. The guidance became effective for Pinnacle Financial on January 1, 2017. During the three and nine months ended September 30, 2017 , the newly adopted standard resulted in a reduction in tax expense of $59,000 and $4.6 million , respectively. |
Subsequent Events | 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, 2017 through the date of the issued financial statements. |
Fair Value of Financial Instruments | FASB ASC 820, Fair Value Measurements and Disclosures , which 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. 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. Other investments – Included in other assets are other investments recorded at fair value primarily in certain nonpublic private equity funds. The valuation of nonpublic private equity 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 as these funds are not widely traded and the underlying investments of such funds are often privately-held and/or start-up companies for which market values are not readily available. Other assets – Included in other assets are certain assets carried at fair value, including interest rate swap agreements, the cash flow hedge 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 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. Nonaccrual loans – A loan is classified as nonaccrual 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. Nonaccrual 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 nonaccrual 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. Nonaccrual 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. 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. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Supplemental Cash Flow Information | Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for each of the nine months ended September 30, 2017 and September 30, 2016 was as follows: For the nine months ended 2017 2016 Cash Transactions: Interest paid $ 56,804,275 $ 27,053,796 Income taxes paid, net 53,199,410 37,434,336 Noncash Transactions: Loans charged-off to the allowance for loan losses 16,308,540 25,256,610 Loans foreclosed upon and transferred to other real estate owned 3,573,211 3,166,176 Loans foreclosed upon and transferred to other assets 640,737 1,842,318 Common stock issued in connection with equity-method investment — 39,694,036 Common stock issued in connection with acquisition (1) 1,858,132,809 182,468,604 ___________________ (1) See Note 2 to these consolidated financial statements for more detailed information. |
Basic and Diluted Earnings Per Share Calculations | The following is a summary of the basic and diluted net income per share calculations for the three and nine months ended September 30, 2017 and 2016 : Three months ended Nine months ended 2017 2016 2017 2016 Basic net income per share calculation: Numerator - Net income $ 64,442,145 $ 32,376,195 $ 147,181,713 $ 91,128,231 Denominator - Weighted average common shares outstanding 76,678,584 45,294,051 59,371,202 42,228,280 Basic net income per common share $ 0.84 $ 0.71 $ 2.48 $ 2.16 Diluted net income per share calculation: Numerator – Net income $ 64,442,145 $ 32,376,195 $ 147,181,713 $ 91,128,231 Denominator - Weighted average common shares outstanding 76,678,584 45,294,051 59,371,202 42,228,280 Dilutive shares contingently issuable 553,514 624,317 539,142 700,187 Weighted average diluted common shares outstanding 77,232,098 45,918,368 59,910,344 42,928,467 Diluted net income per common share $ 0.83 $ 0.71 $ 2.46 $ 2.12 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Acquisition [Line Items] | |
Supplemental Pro-Forma Information | The supplemental proforma information below for the three and nine months ended September 30, 2017 and 2016 gives effect to the BNC acquisition as if it had occurred on January 1, 2016. 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 first nine months of 2016 that may not have been necessary had the acquired loans been recorded at fair value as of the beginning of 2016. Additionally, these financials were not adjusted for non-recurring expenses, such as merger-related charges 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. Three months ended Nine months ended September 30, September 30, (dollars in thousands) 2017 2016 2017 2016 Revenue (1) $ 218,919 $ 185,181 $ 619,326 $ 513,565 Income before income taxes $ 98,218 $ 73,446 $ 261,516 $ 203,454 _______________________ (1) Net interest income plus noninterest income. |
BNC Bancorp | |
Business Acquisition [Line Items] | |
Consideration Paid and an Allocation of Purchase Price to Net Assets Acquired | The following summarizes the consideration paid and presents a preliminary allocation of purchase price to net assets acquired (dollars 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 $ 607,275 Goodwill 1,250,987 $ 1,858,262 |
Purchase Price Allocations | 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) 20,143 880 21,023 Core deposit and other intangible (4) — 50,422 50,422 Property, plant and equipment (5) 156,805 — 156,805 Other assets (6) 320,988 50,468 371,456 Total Assets $ 7,106,828 $ (77,993 ) $ 7,028,835 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 35,729 1,504 37,233 Total Liabilities $ 6,422,113 $ (553 ) $ 6,421,560 Net Assets Acquired $ 684,715 $ (77,440 ) $ 607,275 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 are updated subsequent to the merger date based on the results of finalized valuation assessements. (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. The discount recorded was increased by $6.0 million during the third quarter as valuation information related to certain purchase credit impaired loans became available. (3) Although not complete this adjustment reflects the Day 1 value of OREO properties subsequently sold. (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) A fair value adjustment for property and equipment will be recorded, but no estimate is determinable at this time. (6) The amount represents the deferred tax asset recognized on the fair value adjustment of BNC's acquired assets and assumed liabilities. (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 portfolios. |
Equity method investment (Table
Equity method investment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | A summary of BHG's financial position as of September 30, 2017 and December 31, 2016 and results of operations as of and for the three and nine months ended September 30, 2017 and 2016 , were as follows (in thousands): As of September 30, 2017 December 31, 2016 Assets $ 296,267 $ 223,246 Liabilities 202,336 139,531 Membership interests 93,931 83,715 Total liabilities and membership interests $ 296,267 $ 223,246 For the three months ended For the nine months ended 2017 2016 2017 2016 Revenues $ 41,997 $ 37,587 $ 113,244 $ 108,205 Net income $ 20,428 $ 17,440 $ 54,453 $ 51,033 |
Securities (Tables)
Securities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Amortized Cost and Fair Value of Available-for-sale and Held-to-maturity Securities | The amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2017 and December 31, 2016 are summarized as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2017: Securities available-for-sale: U.S. Treasury securities $ 31,004 $ — $ 26 $ 30,978 U.S. government agency securities 162,686 170 1,774 161,082 Mortgage-backed securities 1,629,860 5,004 16,065 1,618,799 State and municipal securities 754,474 5,703 3,452 756,725 Asset-backed securities 184,981 194 415 184,760 Corporate notes and other 128,480 460 1,103 127,837 $ 2,891,485 $ 11,531 $ 22,835 $ 2,880,181 Securities held-to-maturity: State and municipal securities $ 20,848 $ 209 $ 35 $ 21,022 $ 20,848 $ 209 $ 35 $ 21,022 December 31, 2016: Securities available-for-sale: U.S. Treasury securities $ 250 $ — $ — $ 250 U.S. government agency securities 22,306 — 537 21,769 Mortgage-backed securities 988,008 4,304 15,686 976,626 State and municipal securities 211,581 4,103 2,964 212,720 Asset-backed securities 79,318 111 849 78,580 Corporate notes and other 8,608 39 46 8,601 $ 1,310,071 $ 8,557 20,082 $ 1,298,546 Securities held-to-maturity: State and municipal securities $ 25,251 $ 87 $ 105 $ 25,233 $ 25,251 $ 87 $ 105 $ 25,233 |
Amortized Cost and Fair Value of Debt Securities by Contractual Maturity | The amortized cost and fair value of debt securities as of September 30, 2017 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, 2017: Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 63,065 $ 62,852 $ 1,017 $ 1,019 Due in one year to five years 65,300 66,392 6,565 6,593 Due in five years to ten years 186,811 188,734 10,466 10,577 Due after ten years 761,468 758,644 2,800 2,833 Mortgage-backed securities 1,629,860 1,618,799 — — Asset-backed securities 184,981 184,760 — — $ 2,891,485 $ 2,880,181 $ 20,848 $ 21,022 |
Classification of Investments According to Term of Unrealized Losses of Less than Twelve Months or Twelve Months or Longer | At September 30, 2017 and December 31, 2016 , 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, 2017 U.S. Treasury securities $ 30,228 $ 26 $ — $ — $ 30,228 $ 26 U.S. government agency securities 158,315 1,774 — — 158,315 1,774 Mortgage-backed securities 1,001,269 10,985 231,553 5,080 1,232,822 16,065 State and municipal securities 325,168 2,252 45,374 1,235 370,542 3,487 Asset-backed securities 59,102 146 19,098 269 78,200 415 Corporate notes 66,306 975 13,332 128 79,638 1,103 Total temporarily-impaired securities $ 1,640,388 $ 16,158 $ 309,357 $ 6,712 $ 1,949,745 $ 22,870 At December 31, 2016 U.S. Treasury securities $ — $ — $ — $ — $ — $ — U.S. government agency securities — — 20,820 537 20,820 537 Mortgage-backed securities 801,213 15,073 43,148 613 844,361 15,686 State and municipal securities 87,277 3,068 312 1 87,589 3,069 Asset-backed securities 14,510 32 34,097 817 48,607 849 Corporate notes 4,810 46 — — 4,810 46 Total temporarily-impaired securities $ 907,810 $ 18,219 $ 98,377 $ 1,968 $ 1,006,187 $ 20,187 |
Loans and Allowance for Loan 25
Loans and Allowance for Loan Losses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Loan Classification Categorized by Risk Rating Category | The following table outlines the amount of each loan classification categorized into each risk rating category as of September 30, 2017 and December 31, 2016 (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Total September 30, 2017 Pass $ 6,267,036 $ 2,440,653 $ 1,909,631 $ 3,862,830 $ 355,786 $ 14,835,936 Special Mention 107,739 57,482 8,552 33,828 1,375 208,976 Substandard (1) 58,276 22,310 15,234 65,541 101 161,462 Substandard-nonaccrual 16,920 19,981 6,392 9,028 266 52,587 Doubtful-nonaccrual 71 754 — — — 825 Total loans $ 6,450,042 $ 2,541,180 $ 1,939,809 $ 3,971,227 $ 357,528 $ 15,259,786 December 31, 2016 Pass $ 3,137,452 $ 1,160,361 $ 897,556 $ 2,782,713 $ 264,723 $ 8,242,805 Special Mention 21,449 1,856 2,716 25,641 802 52,464 Substandard (1) 29,674 15,627 5,788 75,861 129 127,079 Substandard-nonaccrual 4,921 8,073 6,613 7,492 475 27,574 Doubtful-nonaccrual — — — 3 — 3 Total loans $ 3,193,496 $ 1,185,917 $ 912,673 $ 2,891,710 $ 266,129 $ 8,449,925 (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 $148.7 million at September 30, 2017 , compared to $114.6 million at December 31, 2016 . The table below details the loans acquired from BNC and the fair value adjustment with respect thereto as of September 30, 2017 (dollars in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Fair value adjustment Net total acquired loans September 30, 2017 Pass $ 3,049,607 $ 1,241,566 $ 746,206 $ 496,445 $ 78,137 $ (129,907 ) $ 5,482,054 Special Mention 69,746 57,359 5,868 6,242 632 (4,439 ) 135,408 Substandard 47,027 13,619 10,220 8,724 — (17,227 ) 62,363 Substandard-nonaccrual 7,742 13,786 6,966 2,102 44 (10,934 ) 19,706 Doubtful-nonaccrual 189 854 — — — (217 ) 826 Total loans $ 3,174,311 $ 1,327,184 $ 769,260 $ 513,513 $ 78,813 $ (162,724 ) $ 5,700,357 |
Purchase Credit Impaired Loans | 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, 2016 through September 30, 2017 (in thousands): Gross Carrying Value Accretable Yield Nonaccretable Yield Net Carrying Value December 31, 2016 $ 12,451 $ — $ (3,633 ) $ 8,818 Acquisition 80,229 (300 ) (32,211 ) 47,718 Year-to-date settlements (10,868 ) 4 2,659 (8,205 ) September 30, 2017 $ 81,812 $ (296 ) $ (33,185 ) $ 48,331 |
Summary of Recorded Investment, Unpaid Principal Balance and Related Allowance and Average Recorded Investment of Impaired Loans | The following table details the recorded investment, unpaid principal balance and related allowance of Pinnacle Financial's nonaccrual loans at September 30, 2017 and December 31, 2016 by loan classification (in thousands): At September 30, 2017 At December 31, 2016 Recorded investment Unpaid principal balances (1) Related allowance (2) Recorded investment Unpaid principal balances (1) Related allowance (2) Collateral dependent nonaccrual loans: Commercial real estate – mortgage $ 16,600 $ 18,992 $ — $ 2,308 $ 2,312 $ — Consumer real estate – mortgage 16,406 19,808 — 2,880 2,915 — Construction and land development 4,472 8,587 — 3,128 3,135 — Commercial and industrial 8,077 9,393 — 6,373 6,407 — Consumer and other 15 17 — — — — Total $ 45,570 $ 56,797 $ — $ 14,689 $ 14,769 $ — Cash flow dependent nonaccrual loans: Commercial real estate – mortgage $ 391 $ 616 $ — $ 2,613 $ 3,349 $ 59 Consumer real estate – mortgage 4,329 4,386 723 5,193 5,775 688 Construction and land development 1,920 2,369 13 3,485 4,154 20 Commercial and industrial 951 941 108 1,122 2,714 77 Consumer and other 251 154 88 475 851 227 Total $ 7,842 $ 8,466 $ 932 $ 12,888 $ 16,843 $ 1,071 Total nonaccrual loans $ 53,412 $ 65,263 $ 932 $ 27,577 $ 31,612 $ 1,071 (1) Unpaid principal balance presented net of fair value adjustments recorded in conjunction with purchase accounting. (2) Collateral dependent loans are typically charged-off to their net realizable value and no specific allowance is carried related to those loans. 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, 2017 and 2016 , respectively, on Pinnacle Financial's nonaccrual loans that remain on the balance sheets as of such date (in thousands): For the three months ended For the nine months ended 2017 2016 2017 2016 Average recorded investment Interest income recognized Average recorded investment Interest income recognized Average recorded investment Interest income recognized Average recorded investment Interest income recognized Collateral dependent nonaccrual loans: Commercial real estate – mortgage $ 15,602 $ — $ 3,579 $ — $ 17,854 $ — $ 3,786 $ — Consumer real estate – mortgage 16,895 — 4,457 — 24,557 — 4,638 — Construction and land development 2,741 — 6,575 47 2,716 65 6,808 95 Commercial and industrial 8,768 — 9,900 — 10,437 — 10,308 — Consumer and other 14 — — — 13 — — — Total $ 44,020 $ — $ 24,511 $ 47 $ 55,577 $ 65 $ 25,540 $ 95 Cash flow dependent nonaccrual loans: Commercial real estate – mortgage $ 487 $ — $ 1,563 $ — $ 1,069 $ — $ 1,599 $ — Consumer real estate – mortgage 4,662 — 2,391 — 4,788 — 2,533 — Construction and land development 1,927 — 323 — 2,109 — 346 — Commercial and industrial 508 — 312 — 1,089 — 2,160 — Consumer and other 804 — 2,517 — 2,237 — 2,915 — Total $ 8,388 $ — $ 7,106 $ — $ 11,292 $ — $ 9,553 $ — Total nonaccrual loans $ 52,408 $ — $ 31,617 $ 47 $ 66,869 $ 65 $ 35,093 $ 95 |
Amount of Troubled Debt Restructuring Categorized by Loan Classification | 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, 2017 and 2016 (dollars in thousands): Three months ended Nine months ended 2017 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 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 2016 Commercial real estate – mortgage — $ — $ — — $ — $ — Consumer real estate – mortgage — — — — — — Construction and land development — — — — — — Commercial and industrial 1 20 17 2 1,008 254 Consumer and other — — — — — — 1 $ 20 $ 17 2 $ 1,008 $ 254 |
Summary of Loan Portfolio Credit Risk Exposure | To monitor concentration risk, 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, 2017 with the comparative exposures for December 31, 2016 (in thousands): September 30, 2017 Outstanding Principal Balances Unfunded Commitments Total exposure Total Exposure at December 31, Lessors of nonresidential buildings $ 2,814,079 $ 3,236,499 $ 6,050,578 $ 1,701,853 Lessors of residential buildings 662,014 847,583 1,509,597 874,234 Hotels (except Casino Hotels) and Motels 598,177 763,496 1,361,673 291,865 |
Past Due Balances by Loan Classification | The table below presents past due balances by loan classification and segment at September 30, 2017 and December 31, 2016 , allocated between accruing and nonaccrual status (in thousands): Accruing Nonaccruing September 30, 2017 30-89 days past due and accruing 90 days or more past due and accruing Total past due and accruing Purchased credit impaired Current and accruing Nonaccrual (1) Purchased credit impaired Total loans Commercial real estate: Owner-occupied $ 6,999 $ — $ 6,999 $ 5,065 $ 2,408,065 $ 11,154 $ 1,258 $ 2,432,541 All other 4,919 — 4,919 12,124 3,995,879 929 3,650 4,017,501 Consumer real estate – mortgage 8,980 1,072 10,052 7,880 2,502,513 11,172 9,563 2,541,180 Construction and land development 3,621 240 3,861 3,811 1,925,745 2,058 4,334 1,939,809 Commercial and industrial 4,623 560 5,183 374 3,956,642 8,759 269 3,971,227 Consumer and other 6,676 1,138 7,814 — 349,448 263 3 357,528 $ 35,818 $ 3,010 $ 38,828 $ 29,254 $ 15,138,292 $ 34,335 $ 19,077 $ 15,259,786 December 31, 2016 Commercial real estate: Owner-occupied $ 3,505 $ — $ 3,505 $ — $ 1,347,134 $ 2,297 $ 1,956 $ 1,354,893 All other — — — — 1,837,936 240 428 1,838,603 Consumer real estate – mortgage 3,838 53 3,891 — 1,173,953 5,554 2,520 1,185,917 Construction and land development 2,210 — 2,210 — 903,850 3,205 3,408 912,673 Commercial and industrial 4,475 — 4,475 — 2,879,740 6,971 524 2,891,710 Consumer and other 7,168 1,081 8,249 — 257,405 475 — 266,129 $ 21,196 $ 1,134 $ 22,330 $ — $ 8,400,018 $ 18,742 $ 8,836 $ 8,449,925 (1) Approximately $40.2 million and $16.7 million of nonaccrual loans as of September 30, 2017 and December 31, 2016 , respectively, were performing pursuant to their contractual terms at those dates . |
Details of Changes in the Allowance for Loan Losses | The following table shows the allowance allocation by loan classification and accrual status at September 30, 2017 and December 31, 2016 (in thousands): Impaired Loans Accruing Loans Nonaccrual Loans Troubled Debt Restructurings (1) Total Allowance for Loan Losses September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Commercial real estate –mortgage $ 20,790 $ 13,595 $ — $ 59 $ — $ 1 $ 20,790 $ 13,655 Consumer real estate – mortgage 4,562 5,874 723 688 18 2 5,303 6,564 Construction and land development 7,510 3,604 13 20 — — 7,523 3,624 Commercial and industrial 22,878 24,648 108 77 421 18 23,407 24,743 Consumer and other 6,831 9,293 88 227 — — 6,919 9,520 Unallocated — — — — — — 1,217 874 $ 62,571 $ 57,014 $ 932 $ 1,071 $ 439 $ 21 $ 65,159 $ 58,980 (1) Troubled debt restructurings of $15.2 million and $15.0 million as of both September 30, 2017 and December 31, 2016 , respectively, are classified as impaired loans pursuant to U.S. GAAP; however, these loans continue to accrue interest at contractual rates. The following table details the changes in the allowance for loan losses for the three and nine months ended September 30, 2017 and 2016 , 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, 2017: Balance at July 1, 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 169 565 716 562 269 — 2,281 Provision for loan losses 5,191 (2,702 ) 1,780 235 2,397 20 6,920 Balance at September 30, 2017 $ 20,790 $ 5,303 $ 7,523 $ 23,407 $ 6,919 $ 1,217 $ 65,159 Three months ended September 30, 2016: Balance at July 1, 2016 $ 13,665 $ 6,540 $ 3,923 $ 25,090 $ 11,138 $ 1,056 $ 61,412 Charged-off loans (80 ) (336 ) (231 ) (3,165 ) (5,072 ) — (8,884 ) Recovery of previously charged-off loans 11 67 434 233 868 — 1,613 Provision for loan losses 434 623 (230 ) 1,399 4,150 (268 ) 6,108 Balance at September 30, 2016 $ 14,030 $ 6,894 $ 3,896 $ 23,557 $ 11,084 $ 788 $ 60,249 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 ) — (16,309 ) 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 Nine months ended September 30, 2016: Balance at December 31, 2015 $ 15,513 $ 7,220 $ 2,903 $ 23,643 $ 15,616 $ 537 $ 65,432 Charged-off loans (276 ) (714 ) (231 ) (5,408 ) (18,627 ) — (25,257 ) Recovery of previously charged-off loans 203 223 540 1,848 1,977 — 4,791 Provision for loan losses (1,410 ) 165 684 3,474 12,118 251 15,282 Balance at September 30, 2016 $ 14,030 $ 6,894 $ 3,896 $ 23,557 $ 11,084 $ 788 $ 60,249 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, 2017 and December 31, 2016 , 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, 2017 Allowance for Loan Losses: Collectively evaluated for impairment $ 20,790 $ 4,562 $ 7,510 $ 22,878 $ 6,831 $ 1,217 $ 63,788 Individually evaluated for impairment — 741 13 529 88 — 1,371 Loans acquired with deteriorated credit quality — — — — — — — Total allowance for loan losses $ 20,790 $ 5,303 $ 7,523 $ 23,407 $ 6,919 $ 1,217 $ 65,159 Loans: Collectively evaluated for impairment $ 6,415,862 $ 2,512,565 $ 1,929,606 $ 3,961,825 $ 357,262 $ 15,177,120 Individually evaluated for impairment 12,083 11,172 2,058 8,759 263 34,335 Loans acquired with deteriorated credit quality 22,097 17,443 8,145 643 3 48,331 Total loans $ 6,450,042 $ 2,541,180 $ 1,939,809 $ 3,971,227 $ 357,528 $ 15,259,786 December 31, 2016 Allowance for Loan Losses: Collectively evaluated for impairment $ 13,595 $ 5,874 $ 3,604 $ 24,648 $ 9,293 $ 874 $ 57,888 Individually evaluated for impairment 60 690 20 95 227 — 1,092 Loans acquired with deteriorated credit quality — — — — — — — Total allowance for loan losses $ 13,655 $ 6,564 $ 3,624 $ 24,743 $ 9,520 $ 874 $ 58,980 Loans: Collectively evaluated for impairment $ 3,188,362 $ 1,174,456 $ 906,053 $ 2,872,855 $ 265,613 $ 8,407,339 Individually evaluated for impairment 2,750 8,941 3,212 18,331 516 33,750 Loans acquired with deteriorated credit quality 2,384 2,520 3,408 524 — 8,836 Total loans $ 3,193,496 $ 1,185,917 $ 912,673 $ 2,891,710 $ 266,129 $ 8,449,925 |
Stock Options and Restricted 26
Stock Options and Restricted Shares (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option and Stock Appreciation Rights Activity | A summary of the stock option activity within the equity incentive plans during the nine months ended September 30, 2017 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, 2016 550,490 $ 20.75 2.61 $ 26,728 (1) Granted — Exercised (3) (194,340 ) Forfeited — Outstanding at September 30, 2017 356,150 $ 21.17 2.62 $ 16,305 (2) Options exercisable at September 30, 2017 356,150 $ 21.17 2.62 $ 16,305 (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 $69.30 per common share at December 31, 2016 for the 550,490 options that were in-the-money at December 31, 2016 . (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 $66.95 per common share at September 30, 2017 for the 356,150 options that were in-the-money at September 30, 2017 . (3) Includes 750 stock options which were exercised in a stock swap transaction which settled in 277 shares of Pinnacle Financial common stock. |
Summary of Activity for Unvested Restricted Share Awards | A summary of activity for unvested restricted share awards for the nine months ended September 30, 2017 is as follows: Number Grant Date Weighted-Average Cost Unvested at December 31, 2016 820,539 $ 36.47 Shares awarded 246,157 Conversion of previously awarded restricted share units to restricted share awards 43,680 Shares assumed in connection with acquisition of BNC 136,890 Restrictions lapsed and shares released to associates/directors (246,144 ) Shares forfeited (1) (25,849 ) Unvested at September 30, 2017 975,273 $ 50.53 (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, 2017 : 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 2017 Associates (2) 3 - 5 232,480 358 7,638 224,484 2017 Associates (3) 3 - 5 136,690 — — 136,690 Performance Based Awards 2017 Leadership team (4) 3 43,680 — — 43,680 Outside Director Awards (5) 2017 Outside directors 1 13,677 2,376 796 10,505 (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. For time-based 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 awards and time-based 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 in connection with acquisition of BNC. (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, 2018 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, 2017 . Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. |
Summary of Restricted Share Unit awards | The following table details the restricted share unit awards outstanding at September 30, 2017 : 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) 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 2014 (3) 58,404-102,209 29,087 2014 5 N/A 21,856 2014 4 N/A 21,856 2015 4 N/A 21,847 2015 3 N/A 21,847 2016 3 N/A 21,840 2016 2 N/A 21,840 (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 2017, 2016 and 2015 will be earned if certain performance targets are achieved. Additional forfeiture restrictions may 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. (3) Restrictions on half of the shares previously converted to RSAs will lapse commensurate with the filing of the Form 10-K for the year ended December 31, 2017 and 2018, respectively. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swaps | A summary of Pinnacle Financial's interest rate swaps related to customers as of September 30, 2017 and December 31, 2016 is included in the following table (in thousands): September 30, 2017 December 31, 2016 Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Interest rate swap agreements: Pay fixed / receive variable swaps $ 770,359 $ 15,659 $ 666,572 $ 16,004 Pay variable / receive fixed swaps 770,359 (15,773 ) 666,572 (16,138 ) Total $ 1,540,718 $ (114 ) $ 1,333,144 $ (134 ) |
Schedule of Derivative Instruments | 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, 2017 and December 31, 2016 are as follows (in thousands): September 30, 2017 December 31, 2016 Forecasted Notional Amount Receive Rate Pay Rate Term (1) Asset/ (Liabilities) Unrealized Loss in Accumulated Other Comprehensive Income Asset/ (Liabilities) Unrealized Loss in Accumulated Other Comprehensive Income Interest Rate Swap $ 33,000 3 month LIBOR 2.265 % April 2016-April 2020 $ (494 ) $ (300 ) $ (727 ) $ (442 ) Interest Rate Swap 33,000 3 month LIBOR 2.646 % April 2016-April 2022 (1,164 ) (707 ) (1,304 ) (792 ) Interest Rate Swap 33,000 3 month LIBOR 2.523 % Oct. 2016-Oct. 2020 (823 ) (500 ) (1,081 ) (657 ) Interest Rate Swap 33,000 3 month LIBOR 2.992 % Oct. 2017-Oct. 2021 (1,390 ) (845 ) (1,200 ) (729 ) Interest Rate Swap 34,000 3 month LIBOR 3.118 % April 2018-July 2022 (1,482 ) (901 ) (1,222 ) (743 ) Interest Rate Swap 34,000 3 month LIBOR 3.158 % July 2018- Oct. 2022 (1,454 ) (884 ) (1,198 ) (728 ) $ 200,000 $ (6,807 ) $ (4,137 ) $ (6,732 ) $ (4,091 ) (1) No cash will be exchanged prior to the beginning of the term. Pinnacle Financial has interest rate swap agreements designated as cash flow hedges intended to protect against the variability of cash flows on selected LIBOR-based loans. The swaps hedge the interest rate risk, wherein Pinnacle Financial receives a fixed rate of interest from a counterparty and pays a variable rate, based on one month LIBOR. The swaps were entered into with a counterparty that met Pinnacle Financial's credit standards and the agreements contain collateral provisions protecting the at-risk party. The following outlines the interest rate swap agreements in place at September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Forecasted Notional Amount Receive Rate Pay Rate Term Asset/ (Liabilities) Unrealized Gain in Accumulated Other Comprehensive Income Asset/ (Liabilities) Unrealized Gain (Loss) in Accumulated Other Comprehensive Income Interest Rate Swap (1) $ 27,500 2.090 % 1 month LIBOR July 2014 - July 2021 $ — $ — $ 395 $ 240 Interest Rate Swap (1) 25,000 2.270 % 1 month LIBOR July 2014 - July 2022 — — 610 371 Interest Rate Swap (1) 27,500 2.420 % 1 month LIBOR July 2014 - July 2023 — — 874 531 Interest Rate Swap (1) 30,000 2.500 % 1 month LIBOR July 2014 - July 2024 — — 900 547 Interest Rate Swap (1) 15,000 1.470 % 1 month LIBOR Aug. 2015-Aug. 2020 — — (75 ) (46 ) $ 125,000 $ — $ — $ 2,704 $ 1,643 (1) Each of these swaps were terminated via cash settlement in the second quarter of 2017. As a result of terminating these contracts in the second quarter of 2017, Pinnacle Financial began recognizing a gain of $3.1 million over the original terms of these agreements. |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present financial instruments measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 , by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands: September 30, 2017 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) Investment securities available-for-sale: U.S. treasury securities $ 30,978 $ — $ 30,978 $ — U.S. government agency securities 161,082 — 161,082 — Mortgage-backed securities 1,618,799 — 1,618,799 — State and municipal securities 756,725 — 756,725 — Agency-backed securities 184,760 — 184,760 — Corporate notes and other 115,284 24,616 103,221 — Total investment securities available-for-sale $ 2,867,628 $ 24,616 $ 2,855,565 $ — Other investments 28,477 — — 28,477 Other assets 12,604 — 12,604 — Total assets at fair value $ 2,908,709 $ 24,616 $ 2,868,169 $ 28,477 Other liabilities $ 15,519 $ — $ 15,519 $ — Total liabilities at fair value $ 15,519 $ — $ 15,519 $ — December 31, 2016 Investment securities available-for-sale: U.S. treasury securities $ 250 $ — $ 250 $ — U.S. government agency securities 21,769 — 21,769 — Mortgage-backed securities 976,626 — 976,626 — State and municipal securities 212,720 — 212,720 — Agency-backed securities 78,580 — 78,580 — Corporate notes and other 8,601 — 8,601 — Total investment securities available-for-sale 1,298,546 — 1,298,546 — Other investments 10,478 — — 10,478 Other assets 13,340 — 13,340 — Total assets at fair value $ 1,322,364 $ — $ 1,311,886 $ 10,478 Other liabilities $ 15,758 $ — $ 15,758 $ — Total liabilities at fair value $ 15,758 $ — $ 15,758 $ — |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | The following table presents assets measured at fair value on a nonrecurring basis as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 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 losses for the year-to-date period then ended Other real estate owned $ 24,339 $ — $ — $ 24,339 $ (72 ) Nonaccrual loans, net (1) 52,480 — — 52,480 (4,905 ) Total $ 76,819 $ — $ — $ 76,819 $ (4,977 ) December 31, 2016 Other real estate owned $ 6,090 $ — $ — $ 6,090 $ (135 ) Nonaccrual loans, net (1) 26,506 — — 26,506 (7,173 ) Total $ 32,596 $ — $ — $ 32,596 $ (7,308 ) (1) Amount is net of valuation allowance of $932,000 and $1.1 million at September 30, 2017 and December 31, 2016 , respectively, as required by ASC 310-10, "Receivables." |
Rollforward of the Balance Sheet Amounts, Unobservable Input Reconciliation | The table below includes a rollforward of the balance sheet amounts for the three and nine months ended 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, 2017 2016 2017 2016 Other Other liabilities Other Other liabilities Other assets Other liabilities Other assets Other liabilities Fair value, beginning of period $ 27,850 $ — $ 10,380 $ — $ 10,478 $ — $ 9,764 $ — Total realized gains included in income 188 — 59 — 625 — 395 — Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at September 30 — — — — — — — — Acquired — — — — 17,062 — — — Purchases 815 — 493 — 1,584 — 1,063 — Issuances — — — — — — — — Settlements (376 ) — (626 ) — (1,272 ) — (916 ) — Transfers out of Level 3 — — — — — — — — Fair value, end of period $ 28,477 — 10,306 $ — $ 28,477 $ — $ 10,306 $ — Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at September 30 $ 188 $ — $ 59 $ — $ 625 $ — $ 395 $ — |
Carrying Amounts, Estimated Fair Value and Placement in the Fair Value Hierarchy of Financial Instruments | 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, 2017 and December 31, 2016 . 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): (in thousands) 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 $ 20,848 $ 21,022 $ — $ 21,022 $ — Loans, net 15,194,627 14,748,141 — — 14,748,141 Mortgage loans held-for-sale 105,032 106,545 — 106,545 — Loans held-for-sale 20,385 20,675 — 20,675 — Financial liabilities: Deposits and securities sold under agreements to repurchase 15,919,142 15,441,568 — — 15,441,568 Federal Home Loan Bank advances 1,623,947 1,623,238 — — 1,623,238 Subordinated debt and other borrowings 465,461 448,022 — — 448,022 Off-balance sheet instruments: Commitments to extend credit (2) 5,209,747 2,279 — — 2,279 Standby letters of credit (3) 137,277 785 — — 785 December 31, 2016 Financial assets: Securities held-to-maturity $ 25,251 $ 25,233 $ — $ 25,233 $ — Loans, net 8,390,944 8,178,982 — — 8,178,982 Mortgage loans held for sale 70,298 70,480 — 70,480 — Financial liabilities: Deposits and securities sold under agreements to repurchase 8,845,014 8,579,664 — — 8,579,664 Federal Home Loan Bank advances 406,304 406,491 — — 406,491 Subordinated debt and other borrowings 350,768 328,049 — — 328,049 Off-balance sheet instruments: Commitments to extend credit (2) 3,374,269 383 — — 383 Standby letters of credit (3) 131,418 740 — — 740 (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. (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, 2017 and December 31, 2016 , Pinnacle Financial included in other liabilities $2.3 million and $383,000 , respectively, representing the inherent risks associated with these off-balance sheet commitments. (3) At September 30, 2017 and December 31, 2016 , the fair value of Pinnacle Financial's standby letters of credit was $785,000 and $740,000 , respectively. This amount represents the unamortized fee associated with these standby letters of credit and is included in the consolidated balance sheet of Pinnacle Financial and is believed to approximate fair value. This fair value will decrease over time as the existing standby letters of credit approach their expiration dates. |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Regulatory Capital Requirements [Abstract] | |
Summary of Regulatory Capital Requirement | 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, 2017 , 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 minimum 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 ratios are presented in the following table (in thousands): Actual Minimum Capital Requirement Minimum To Be Well-Capitalized Amount Ratio Amount Ratio Amount Ratio At September 30, 2017 Total capital to risk weighted assets: Pinnacle Financial $ 2,242,099 12.3 % $ 1,453,181 8.0 % NA NA Pinnacle Bank $ 2,129,643 11.8 % $ 1,449,329 8.0 % $ 1,811,661 10.0 % Tier 1 capital to risk weighted assets: Pinnacle Financial $ 1,703,298 9.4 % $ 1,089,886 6.0 % NA NA Pinnacle Bank $ 1,933,754 10.7 % $ 1,086,997 6.0 % $ 1,449,329 8.0 % Common equity Tier 1 capital to risk weighted assets Pinnacle Financial $ 1,703,175 9.4 % $ 817,414 4.5 % NA NA Pinnacle Bank $ 1,933,631 10.7 % $ 815,247 4.5 % $ 1,177,580 6.5 % Tier 1 capital to average assets (*): Pinnacle Financial $ 1,703,298 8.9 % $ 769,125 4.0 % NA NA Pinnacle Bank $ 1,933,754 10.1 % $ 767,531 4.0 % $ 959,414 5.0 % (*) Average assets for the above calculations were based on the most recent quarter. |
Subordinated Debt and Other b30
Subordinated Debt and Other borrowings (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Subordinated Debt [Abstract] | |
Schedule of 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 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 its Annual Report on Form 10-K (in thousands): Name Date Maturity Total Debt Outstanding Interest Rate at Coupon Structure Trust preferred securities Pinnacle Statutory Trust I December 29, 2003 December 30, 2033 $ 10,310 4.12 % 30-day LIBOR + 2.80% Pinnacle Statutory Trust II September 15, 2005 September 30, 2035 20,619 2.74 % 30-day LIBOR + 1.40% Pinnacle Statutory Trust III September 7, 2006 September 30, 2036 20,619 2.99 % 30-day LIBOR + 1.65% Pinnacle Statutory Trust IV October 31, 2007 September 30, 2037 30,928 4.17 % 30-day LIBOR + 2.85% BNC Capital Trust I April 3, 2003 April 15, 2033 5,155 4.55 % 30-day LIBOR + 3.25% BNC Capital Trust II March 11, 2004 April 7, 2034 6,186 4.15 % 30-day LIBOR + 2.85% BNC Capital Trust III September 23, 2004 September 23, 2034 5,155 3.70 % 30-day LIBOR + 2.40% BNC Capital Trust IV September 27, 2006 December 31, 2036 7,217 3.04 % 30-day LIBOR + 1.70% Valley Financial Trust I August 5, 2005 September 30, 2035 4,124 4.43 % 30-day LIBOR + 3.10% Valley Financial Trust II June 6, 2003 June 26, 2033 7,217 2.74 % 30-day LIBOR + 1.49% Valley Financial Trust III September 26, 2005 December 15, 2035 5,155 3.04 % 30-day LIBOR + 1.73% Southcoast Capital Trust III December 15, 2006 January 30, 2037 10,310 2.84 % 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 BNC Subordinated Note October 15, 2013 October 15, 2023 10,530 6.04 % 30-day LIBOR + 5.00% (4) Other Borrowings Revolving credit facility (5) March 29, 2016 March 27, 2018 — — Debt issuance costs and fair value adjustments (8,064 ) Total subordinated debt and other borrowings $ 465,461 ______________________ (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) Coupon structure includes a floor of 5.0% and a cap of 9.5% (5) Borrowing capacity on the revolving credit facility is $75.0 million . At September 30, 2017 , there was no outstanding balance under this facility. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Narrative (Details) | Jun. 16, 2017shares | Jan. 27, 2017USD ($)shares | Sep. 30, 2017USD ($)market | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)marketshares | Sep. 30, 2016USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||||
Number of markets entity operates | market | 11 | 11 | ||||
Reduction in tax expense | $ | $ (35,060,471) | $ (16,316,209) | $ (68,839,305) | $ (45,910,648) | ||
Accounting Standards Update 2016-09 - Stock Compensation Improvements to Employee Share-Based Payment Activity | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Reduction in tax expense | $ | $ 59,000 | $ 4,600,000 | ||||
Common Stock | BNC Bancorp | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock issued in conjunction with acquisition (in shares) | shares | 27,687,100 | 27,687,100 | ||||
Underwritten public offering | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Shares issued (in shares) | shares | 3,220,000 | |||||
Net proceeds of offering | $ | $ 192,200,000 | |||||
Over-allotment option | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Shares issued (in shares) | shares | 420,000 | |||||
Bankers Healthcare Group, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as percent) | 49.00% | 49.00% |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Cash Transactions: | |||||
Interest paid | $ 56,804,275 | $ 27,053,796 | |||
Income taxes paid, net | 53,199,410 | 37,434,336 | |||
Noncash Transactions: | |||||
Loans charged-off to the allowance for loan losses | $ 5,987,000 | $ 8,884,000 | 16,308,540 | 25,256,610 | |
Loans foreclosed upon and transferred to other real estate owned | 3,573,211 | 3,166,176 | |||
Loans foreclosed upon and transferred to other assets | 640,737 | 1,842,318 | |||
Common stock issued in connection with equity-method investment (in shares) | $ 0 | $ 39,694,036 | |||
Common stock issued in connection with acquisitions (in shares) | [1] | 1,858,132,809 | 182,468,604 | ||
[1] | See Note 2 to these consolidated financial statements for more detailed information. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Basic and Diluted Net Income Per Share Calculations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic net income per share calculation: | ||||
Numerator - Net income | $ 64,442,145 | $ 32,376,195 | $ 147,181,713 | $ 91,128,231 |
Denominator - Weighted average common shares outstanding (in shares) | 76,678,584 | 45,294,051 | 59,371,202 | 42,228,280 |
Basic net income per common share (in dollars per share) | $ 0.84 | $ 0.71 | $ 2.48 | $ 2.16 |
Diluted net income per share calculation: | ||||
Numerator – Net income | $ 64,442,145 | $ 32,376,195 | $ 147,181,713 | $ 91,128,231 |
Denominator - Weighted average common shares outstanding (in shares) | 76,678,584 | 45,294,051 | 59,371,202 | 42,228,280 |
Dilutive shares contingently issuable (in shares) | 553,514 | 624,317 | 539,142 | 700,187 |
Weighted average diluted common shares outstanding (in shares) | 77,232,098 | 45,918,368 | 59,910,344 | 42,928,467 |
Diluted net income per common share (in dollars per share) | $ 0.83 | $ 0.71 | $ 2.46 | $ 2.12 |
Acquisitions - Consideration Pa
Acquisitions - Consideration Paid and Allocation of Purchase Price to Net Assets Acquired (Details) - USD ($) | Jun. 16, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Allocation of total consideration paid: | |||
Goodwill | $ 1,802,534,059 | $ 551,593,796 | |
BNC Bancorp | |||
Equity consideration: | |||
Total equity consideration | $ 1,858,133,000 | ||
Non-equity consideration: | |||
Cash paid to redeem common stock | 129,000 | ||
Allocation of total consideration paid: | |||
Fair value of net assets assumed including identifiable intangible assets | 607,275,000 | ||
Goodwill | 1,250,987,000 | ||
Total consideration paid | $ 1,858,262,000 | ||
BNC Bancorp | Common Stock | |||
Equity consideration: | |||
Common stock issued (in shares) | 27,687,100 | ||
Total equity consideration | $ 1,858,133,000 |
Acquisitions - Net Assets Acqui
Acquisitions - Net Assets Acquired (Details) - BNC Bancorp $ in Thousands | Jun. 16, 2017USD ($) | |
Assets | ||
Cash and cash equivalents | $ 155,271 | |
Investment securities | 645,542 | [1] |
Loans | 5,601,290 | [2] |
Mortgage loans held for sale | 27,026 | |
Other real estate owned (3) | 21,023 | |
Core deposit intangible | 50,422 | [3] |
Property, plant and equipment | 156,805 | [4] |
Other assets | 371,456 | [5] |
Total Assets | 7,028,835 | |
Liabilities | ||
Interest-bearing deposits | 5,008,008 | [6] |
Non-interest bearing deposits | 1,199,342 | |
Borrowings | 176,977 | [7] |
Other liabilities | 37,233 | |
Total Liabilities | 6,421,560 | |
Fair value of net assets assumed including estimated identifiable intangible assets | $ 607,275 | |
Estimated uncollectible loans (as percent) | 2.60% | |
Percentage of expected uncollectible loans acquired | 3.00% | |
Historical Cost Basis | ||
Assets | ||
Cash and cash equivalents | $ 155,271 | |
Investment securities | 643,875 | [1] |
Loans | 5,782,720 | [2] |
Mortgage loans held for sale | 27,026 | |
Other real estate owned (3) | 20,143 | |
Core deposit intangible | 0 | [3] |
Property, plant and equipment | 156,805 | [4] |
Other assets | 320,988 | [5] |
Total Assets | 7,106,828 | |
Liabilities | ||
Interest-bearing deposits | 5,003,653 | [6] |
Non-interest bearing deposits | 1,199,342 | |
Borrowings | 183,389 | [7] |
Other liabilities | 35,729 | |
Total Liabilities | 6,422,113 | |
Fair value of net assets assumed including estimated identifiable intangible assets | 684,715 | |
Fair Value Adjustments | ||
Assets | ||
Cash and cash equivalents | 0 | |
Investment securities | 1,667 | [1] |
Loans | (181,430) | [2] |
Mortgage loans held for sale | 0 | |
Other real estate owned (3) | 880 | |
Core deposit intangible | 50,422 | [3] |
Property, plant and equipment | 0 | [4] |
Other assets | 50,468 | [5] |
Total Assets | (77,993) | |
Liabilities | ||
Interest-bearing deposits | 4,355 | [6] |
Non-interest bearing deposits | 0 | |
Borrowings | (6,412) | [7] |
Other liabilities | 1,504 | |
Total Liabilities | (553) | |
Fair value of net assets assumed including estimated identifiable intangible assets | $ (77,440) | |
[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. | |
[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] | 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. | |
[4] | A fair value adjustment for property and equipment will be recorded, but no estimate is determinable at this time. | |
[5] | The amount represents the deferred tax asset recognized on the fair value adjustment of BNC's acquired assets and assumed liabilities. | |
[6] | 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. | |
[7] | 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 portfolios. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | Jun. 16, 2017USD ($) |
BNC Bancorp | |
Business Acquisition [Line Items] | |
Transaction costs | $ 10.3 |
Acquisitions - Supplemental Pro
Acquisitions - Supplemental Pro-forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Business Combinations [Abstract] | |||||
Revenue | [1] | $ 218,919 | $ 185,181 | $ 619,326 | $ 513,565 |
Income before income taxes | [1] | $ 98,218 | $ 73,446 | $ 261,516 | $ 203,454 |
[1] | Net interest income plus noninterest income. |
Equity method investment - Fina
Equity method investment - Financial Position and Results of Operations (Details) - Bankers Healthcare Group, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||
Assets | $ 296,267 | $ 296,267 | $ 223,246 | ||
Liabilities | 202,336 | 202,336 | 139,531 | ||
Membership interests | 93,931 | 93,931 | 83,715 | ||
Total liabilities and membership interests | 296,267 | 296,267 | $ 223,246 | ||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||||
Revenues | 41,997 | $ 37,587 | 113,244 | $ 108,205 | |
Net income | $ 20,428 | $ 17,440 | $ 54,453 | $ 51,033 |
Equity method investment - Narr
Equity method investment - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||
Technology, trade name and customer relationship intangibles | $ 59,780,903 | $ 59,780,903 | $ 15,104,038 | ||
Amortization of Intangible Assets | 3,077,277 | $ 1,424,956 | 5,744,974 | $ 3,144,786 | |
Dividends received from equity method investment | 19,372,024 | 26,776,629 | |||
Bankers Healthcare Group, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Technology, trade name and customer relationship intangibles | 14,300,000 | 14,300,000 | $ 16,800,000 | ||
Amortization of Intangible Assets | 832,000 | 1,500,000 | 2,500,000 | 2,400,000 | |
Accretion income | 758,000 | 599,000 | 2,300,000 | 1,800,000 | |
Dividends received from equity method investment | 4,500,000 | 5,000,000 | 19,400,000 | 26,800,000 | |
Loan face amount | $ 0 | $ 0 | $ 0 | $ 0 |
Securities - Amortized Cost and
Securities - Amortized Cost and Fair Value of Securities (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Securities available-for-sale [Abstract] | ||
Amortized Cost | $ 2,891,485,000 | $ 1,310,071,000 |
Gross Unrealized Gains | 11,531,000 | 8,557,000 |
Gross Unrealized Losses | 22,835,000 | 20,082,000 |
Securities available-for-sale, at fair value | 2,880,180,805 | 1,298,546,056 |
Available-for-sale, Amortized Cost [Abstract] | ||
Due in one year or less | 63,065,000 | |
Due in one year to five years | 65,300,000 | |
Due in five years to ten years | 186,811,000 | |
Due after ten years | 761,468,000 | |
Mortgage-backed securities | 1,629,860,000 | |
Asset-backed securities | 184,981,000 | |
Amortized Cost | 2,891,485,000 | |
Available-for-sale, Fair Value [Abstract] | ||
Due in one year or less | 62,852,000 | |
Due in one year to five years | 66,392,000 | |
Due in five years to ten years | 188,734,000 | |
Due after ten years | 758,644,000 | |
Mortgage-backed securities | 1,618,799,000 | |
Asset-backed securities | 184,760,000 | |
Securities available-for-sale, at fair value | 2,880,180,805 | 1,298,546,056 |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 20,847,849 | 25,251,316 |
Gross Unrealized Gains | 209,000 | 87,000 |
Gross Unrealized Losses | 35,000 | 105,000 |
Securities held-to-maturity, fair value | 21,021,555 | 25,233,254 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Due in one year or less | 1,017,000 | |
Due in one year to five years | 6,565,000 | |
Due in five years to ten years | 10,466,000 | |
Due after ten years | 2,800,000 | |
Mortgage-backed securities | 0 | |
Asset-backed securities | 0 | |
Amortized Cost | 20,847,849 | 25,251,316 |
Held-to-maturity, Fair Value [Abstract] | ||
Due in one year or less | 1,019,000 | |
Due in one year to five years | 6,593,000 | |
Due in five years to ten years | 10,577,000 | |
Due after ten years | 2,833,000 | |
Mortgage-backed securities | 0 | |
Asset-backed securities | 0 | |
Fair Value | 21,021,555 | 25,233,254 |
U.S. Treasury securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 31,004,000 | 250,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 26,000 | 0 |
Securities available-for-sale, at fair value | 30,978,000 | 250,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 30,978,000 | 250,000 |
U.S. government agency securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 162,686,000 | 22,306,000 |
Gross Unrealized Gains | 170,000 | 0 |
Gross Unrealized Losses | 1,774,000 | 537,000 |
Securities available-for-sale, at fair value | 161,082,000 | 21,769,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 161,082,000 | 21,769,000 |
Mortgage-backed securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 1,629,860,000 | 988,008,000 |
Gross Unrealized Gains | 5,004,000 | 4,304,000 |
Gross Unrealized Losses | 16,065,000 | 15,686,000 |
Securities available-for-sale, at fair value | 1,618,799,000 | 976,626,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 1,618,799,000 | 976,626,000 |
State and municipal securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 754,474,000 | 211,581,000 |
Gross Unrealized Gains | 5,703,000 | 4,103,000 |
Gross Unrealized Losses | 3,452,000 | 2,964,000 |
Securities available-for-sale, at fair value | 756,725,000 | 212,720,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 756,725,000 | 212,720,000 |
Asset-backed securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 184,981,000 | 79,318,000 |
Gross Unrealized Gains | 194,000 | 111,000 |
Gross Unrealized Losses | 415,000 | 849,000 |
Securities available-for-sale, at fair value | 184,760,000 | 78,580,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 184,760,000 | 78,580,000 |
Corporate notes and other | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 128,480,000 | 8,608,000 |
Gross Unrealized Gains | 460,000 | 39,000 |
Gross Unrealized Losses | 1,103,000 | 46,000 |
Securities available-for-sale, at fair value | 127,837,000 | 8,601,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 127,837,000 | 8,601,000 |
State and municipal securities | ||
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 20,848,000 | 25,251,000 |
Gross Unrealized Gains | 209,000 | 87,000 |
Gross Unrealized Losses | 35,000 | 105,000 |
Securities held-to-maturity, fair value | 21,022,000 | 25,233,000 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Amortized Cost | 20,848,000 | 25,251,000 |
Held-to-maturity, Fair Value [Abstract] | ||
Fair Value | $ 21,022,000 | $ 25,233,000 |
Securities- Unrealized Losses (
Securities- Unrealized Losses (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | $ 1,640,388 | $ 907,810 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 16,158 | 18,219 |
Investments with an unrealized loss of 12 months or longer, fair value | 309,357 | 98,377 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 6,712 | 1,968 |
Total investments with an unrealized loss, fair value | 1,949,745 | 1,006,187 |
Total investments with an unrealized loss, unrealized losses | 22,870 | 20,187 |
U.S. Treasury securities | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 30,228 | 0 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 26 | 0 |
Investments with an unrealized loss of 12 months or longer, fair value | 0 | 0 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 0 | 0 |
Total investments with an unrealized loss, fair value | 30,228 | 0 |
Total investments with an unrealized loss, unrealized losses | 26 | 0 |
U.S. government agency securities | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 158,315 | 0 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 1,774 | 0 |
Investments with an unrealized loss of 12 months or longer, fair value | 0 | 20,820 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 0 | 537 |
Total investments with an unrealized loss, fair value | 158,315 | 20,820 |
Total investments with an unrealized loss, unrealized losses | 1,774 | 537 |
Mortgage-backed securities | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 1,001,269 | 801,213 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 10,985 | 15,073 |
Investments with an unrealized loss of 12 months or longer, fair value | 231,553 | 43,148 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 5,080 | 613 |
Total investments with an unrealized loss, fair value | 1,232,822 | 844,361 |
Total investments with an unrealized loss, unrealized losses | 16,065 | 15,686 |
State and municipal securities | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 325,168 | 87,277 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 2,252 | 3,068 |
Investments with an unrealized loss of 12 months or longer, fair value | 45,374 | 312 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 1,235 | 1 |
Total investments with an unrealized loss, fair value | 370,542 | 87,589 |
Total investments with an unrealized loss, unrealized losses | 3,487 | 3,069 |
Asset-backed securities | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 59,102 | 14,510 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 146 | 32 |
Investments with an unrealized loss of 12 months or longer, fair value | 19,098 | 34,097 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 269 | 817 |
Total investments with an unrealized loss, fair value | 78,200 | 48,607 |
Total investments with an unrealized loss, unrealized losses | 415 | 849 |
Corporate notes | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 66,306 | 4,810 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 975 | 46 |
Investments with an unrealized loss of 12 months or longer, fair value | 13,332 | 0 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 128 | 0 |
Total investments with an unrealized loss, fair value | 79,638 | 4,810 |
Total investments with an unrealized loss, unrealized losses | $ 1,103 | $ 46 |
Securities Securities - Narrati
Securities Securities - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Securities pledged as collateral to secure public funds and other deposits or securities sold under agreements to repurchase | $ 1,190,000 | |
Secured borrowing under agreement to repurchase | 129,600 | |
Accumulated unrealized losses | 22,870 | $ 20,187 |
Fair value of securities | 1,949,745 | $ 1,006,187 |
Securities pledged as collateral | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Secured borrowing under agreement to repurchase | $ 129,600 |
Loans and Allowance for Loan 43
Loans and Allowance for Loan Losses Loans and Allowance for Loan Losses - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Percentage of loan portfolio as commercial loan | 81.00% | 81.00% | |||
Risk rated loans | $ 1,000,000 | $ 1,000,000 | |||
Impaired receivable increase | 52,408,000 | $ 31,617,000 | 66,869,000 | $ 35,093,000 | |
Cash payments received on nonaccrual loans | 0 | 47,000 | 65,000 | 95,000 | |
Nonaccrual loans | 800,000 | 478,000 | 2,100,000 | 999,000 | |
Troubled debt restructurings performing as of restructure date | $ 15,200,000 | $ 15,200,000 | $ 15,000,000 | ||
Percentage of credit exposure to risk based capital | 25.00% | 25.00% | |||
Loans and other extensions of credit granted to directors, executive officers, and their related entities | $ 26,300,000 | $ 26,300,000 | 22,600,000 | ||
Amount drawn from loans and other extensions of credit granted | 16,700,000 | 16,700,000 | 14,800,000 | ||
Commercial loans held-for-sale | 20,400,000 | 20,400,000 | |||
Mortgage loans held-for-sale | 105,031,578 | 105,031,578 | $ 47,710,120 | ||
Loans sold | 756,729,398 | 549,421,861 | |||
Gain on mortgage loans sold, net | $ 5,962,916 | $ 5,096,838 | $ 14,785,405 | $ 12,885,690 |
Loans and Allowance for Loan 44
Loans and Allowance for Loan Losses - Loan Classification by Risk Rating Category (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | |
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | $ 15,259,785,972 | $ 8,449,924,736 | |
Potential problem loans not included in nonperforming assets | 148,700,000 | 114,600,000 | |
BNC Bancorp | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 5,700,357,000 | ||
BNC Bancorp | Fair value adjustment | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | (162,724,000) | ||
Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 14,835,936,000 | 8,242,805,000 | |
Pass | BNC Bancorp | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 5,482,054,000 | ||
Pass | BNC Bancorp | Fair value adjustment | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | (129,907,000) | ||
Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 208,976,000 | 52,464,000 | |
Special Mention | BNC Bancorp | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 135,408,000 | ||
Special Mention | BNC Bancorp | Fair value adjustment | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | (4,439,000) | ||
Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 161,462,000 | 127,079,000 |
Substandard-accrual | BNC Bancorp | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 62,363,000 | |
Substandard-accrual | BNC Bancorp | Fair value adjustment | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | (17,227,000) | |
Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 52,587,000 | 27,574,000 | |
Substandard-nonaccrual | BNC Bancorp | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 19,706,000 | ||
Substandard-nonaccrual | BNC Bancorp | Fair value adjustment | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | (10,934,000) | ||
Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 825,000 | 3,000 | |
Doubtful-nonaccrual | BNC Bancorp | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 826,000 | ||
Doubtful-nonaccrual | BNC Bancorp | Fair value adjustment | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | (217,000) | ||
Commercial real estate - mortgage | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 6,450,042,000 | 3,193,496,000 | |
Commercial real estate - mortgage | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 3,174,311,000 | ||
Commercial real estate - mortgage | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 6,267,036,000 | 3,137,452,000 | |
Commercial real estate - mortgage | Pass | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 3,049,607,000 | ||
Commercial real estate - mortgage | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 107,739,000 | 21,449,000 | |
Commercial real estate - mortgage | Special Mention | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 69,746,000 | ||
Commercial real estate - mortgage | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 58,276,000 | 29,674,000 |
Commercial real estate - mortgage | Substandard-accrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 47,027,000 | |
Commercial real estate - mortgage | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 16,920,000 | 4,921,000 | |
Commercial real estate - mortgage | Substandard-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 7,742,000 | ||
Commercial real estate - mortgage | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 71,000 | 0 | |
Commercial real estate - mortgage | Doubtful-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 189,000 | ||
Consumer real estate - mortgage | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 2,541,180,000 | 1,185,917,000 | |
Consumer real estate - mortgage | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 1,327,184,000 | ||
Consumer real estate - mortgage | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 2,440,653,000 | 1,160,361,000 | |
Consumer real estate - mortgage | Pass | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 1,241,566,000 | ||
Consumer real estate - mortgage | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 57,482,000 | 1,856,000 | |
Consumer real estate - mortgage | Special Mention | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 57,359,000 | ||
Consumer real estate - mortgage | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 22,310,000 | 15,627,000 |
Consumer real estate - mortgage | Substandard-accrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 13,619,000 | |
Consumer real estate - mortgage | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 19,981,000 | 8,073,000 | |
Consumer real estate - mortgage | Substandard-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 13,786,000 | ||
Consumer real estate - mortgage | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 754,000 | 0 | |
Consumer real estate - mortgage | Doubtful-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 854,000 | ||
Construction and land development | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 1,939,809,000 | 912,673,000 | |
Construction and land development | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 769,260,000 | ||
Construction and land development | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 1,909,631,000 | 897,556,000 | |
Construction and land development | Pass | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 746,206,000 | ||
Construction and land development | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 8,552,000 | 2,716,000 | |
Construction and land development | Special Mention | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 5,868,000 | ||
Construction and land development | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 15,234,000 | 5,788,000 |
Construction and land development | Substandard-accrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 10,220,000 | |
Construction and land development | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 6,392,000 | 6,613,000 | |
Construction and land development | Substandard-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 6,966,000 | ||
Construction and land development | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | 0 | |
Construction and land development | Doubtful-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | ||
Commercial and industrial | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 3,971,227,000 | 2,891,710,000 | |
Commercial and industrial | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 513,513,000 | ||
Commercial and industrial | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 3,862,830,000 | 2,782,713,000 | |
Commercial and industrial | Pass | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 496,445,000 | ||
Commercial and industrial | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 33,828,000 | 25,641,000 | |
Commercial and industrial | Special Mention | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 6,242,000 | ||
Commercial and industrial | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 65,541,000 | 75,861,000 |
Commercial and industrial | Substandard-accrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 8,724,000 | |
Commercial and industrial | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 9,028,000 | 7,492,000 | |
Commercial and industrial | Substandard-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 2,102,000 | ||
Commercial and industrial | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | 3,000 | |
Commercial and industrial | Doubtful-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | ||
Consumer and other | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 357,528,000 | 266,129,000 | |
Consumer and other | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 78,813,000 | ||
Consumer and other | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 355,786,000 | 264,723,000 | |
Consumer and other | Pass | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 78,137,000 | ||
Consumer and other | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 1,375,000 | 802,000 | |
Consumer and other | Special Mention | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 632,000 | ||
Consumer and other | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 101,000 | 129,000 |
Consumer and other | Substandard-accrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 0 | |
Consumer and other | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 266,000 | 475,000 | |
Consumer and other | Substandard-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 44,000 | ||
Consumer and other | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | $ 0 | |
Consumer and other | Doubtful-nonaccrual | BNC Bancorp | Historical Cost Basis | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | $ 0 | ||
[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 $148.7 million at September 30, 2017, compared to $114.6 million at December 31, 2016. |
Loans and Allowance for Loan 45
Loans and Allowance for Loan Losses - Rollforward of Purchase Credit Impaired Loans (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Gross Carrying Value | |
Gross carrying value, beginning balance | $ 12,451 |
Acquisitions | 80,229 |
Year-to-date settlements | (10,868) |
Gross carrying value, ending balance | 81,812 |
Accretable Yield | |
Accretable yield, beginning balance | 0 |
Acquisitions | (300) |
Year-to-date settlements | 4 |
Accretable yield, ending balance | (296) |
Nonaccretable Yield | |
Nonaccretable yield, beginning balance | (3,633) |
Acquisitions | (32,211) |
Year-to-date settlements | 2,659 |
Nonaccretable yield, ending balance | (33,185) |
Net Carrying Value | |
Net carrying value, beginning balance | 8,818 |
Acquisitions | 47,718 |
Year-to-date settlements | (8,205) |
Net carrying value, ending balance | $ 48,331 |
Loans and Allowance for Loan 46
Loans and Allowance for Loan Losses - Recorded Investment, Principal Balance and Related Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | $ 53,412 | $ 53,412 | $ 27,577 | |||
Unpaid principal balances | [1] | 65,263 | 65,263 | 31,612 | ||
Valuation allowance | [2] | 932 | 932 | 1,071 | ||
Average recorded investment | 52,408 | $ 31,617 | 66,869 | $ 35,093 | ||
Interest income recognized | 0 | 47 | 65 | 95 | ||
Collateral dependent nonaccrual loans: | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 45,570 | 45,570 | 14,689 | |||
Unpaid principal balances | [1] | 56,797 | 56,797 | 14,769 | ||
Valuation allowance | [2] | 0 | 0 | 0 | ||
Average recorded investment | 44,020 | 24,511 | 55,577 | 25,540 | ||
Interest income recognized | 0 | 47 | 65 | 95 | ||
Collateral dependent nonaccrual loans: | Commercial real estate - mortgage | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 16,600 | 16,600 | 2,308 | |||
Unpaid principal balances | [1] | 18,992 | 18,992 | 2,312 | ||
Valuation allowance | [2] | 0 | 0 | 0 | ||
Average recorded investment | 15,602 | 3,579 | 17,854 | 3,786 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Collateral dependent nonaccrual loans: | Consumer real estate - mortgage | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 16,406 | 16,406 | 2,880 | |||
Unpaid principal balances | [1] | 19,808 | 19,808 | 2,915 | ||
Valuation allowance | [2] | 0 | 0 | 0 | ||
Average recorded investment | 16,895 | 4,457 | 24,557 | 4,638 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Collateral dependent nonaccrual loans: | Construction and land development | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 4,472 | 4,472 | 3,128 | |||
Unpaid principal balances | [1] | 8,587 | 8,587 | 3,135 | ||
Valuation allowance | [2] | 0 | 0 | 0 | ||
Average recorded investment | 2,741 | 6,575 | 2,716 | 6,808 | ||
Interest income recognized | 0 | 47 | 65 | 95 | ||
Collateral dependent nonaccrual loans: | Commercial and industrial | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 8,077 | 8,077 | 6,373 | |||
Unpaid principal balances | [1] | 9,393 | 9,393 | 6,407 | ||
Valuation allowance | [2] | 0 | 0 | 0 | ||
Average recorded investment | 8,768 | 9,900 | 10,437 | 10,308 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Collateral dependent nonaccrual loans: | Consumer and other | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 15 | 15 | 0 | |||
Unpaid principal balances | [1] | 17 | 17 | 0 | ||
Valuation allowance | [2] | 0 | 0 | 0 | ||
Average recorded investment | 14 | 0 | 13 | 0 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Cash flow dependent nonaccrual loans: | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 7,842 | 7,842 | 12,888 | |||
Unpaid principal balances | [1] | 8,466 | 8,466 | 16,843 | ||
Valuation allowance | [2] | 932 | 932 | 1,071 | ||
Average recorded investment | 8,388 | 7,106 | 11,292 | 9,553 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Cash flow dependent nonaccrual loans: | Commercial real estate - mortgage | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 391 | 391 | 2,613 | |||
Unpaid principal balances | [1] | 616 | 616 | 3,349 | ||
Valuation allowance | [2] | 0 | 0 | 59 | ||
Average recorded investment | 487 | 1,563 | 1,069 | 1,599 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Cash flow dependent nonaccrual loans: | Consumer real estate - mortgage | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 4,329 | 4,329 | 5,193 | |||
Unpaid principal balances | [1] | 4,386 | 4,386 | 5,775 | ||
Valuation allowance | [2] | 723 | 723 | 688 | ||
Average recorded investment | 4,662 | 2,391 | 4,788 | 2,533 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Cash flow dependent nonaccrual loans: | Construction and land development | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 1,920 | 1,920 | 3,485 | |||
Unpaid principal balances | [1] | 2,369 | 2,369 | 4,154 | ||
Valuation allowance | [2] | 13 | 13 | 20 | ||
Average recorded investment | 1,927 | 323 | 2,109 | 346 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Cash flow dependent nonaccrual loans: | Commercial and industrial | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 951 | 951 | 1,122 | |||
Unpaid principal balances | [1] | 941 | 941 | 2,714 | ||
Valuation allowance | [2] | 108 | 108 | 77 | ||
Average recorded investment | 508 | 312 | 1,089 | 2,160 | ||
Interest income recognized | 0 | 0 | 0 | 0 | ||
Cash flow dependent nonaccrual loans: | Consumer and other | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Recorded investment | 251 | 251 | 475 | |||
Unpaid principal balances | [1] | 154 | 154 | 851 | ||
Valuation allowance | [2] | 88 | 88 | $ 227 | ||
Average recorded investment | 804 | 2,517 | 2,237 | 2,915 | ||
Interest income recognized | $ 0 | $ 0 | $ 0 | $ 0 | ||
[1] | Unpaid principal balance presented net of fair value adjustments recorded in conjunction with purchase accounting. | |||||
[2] | Collateral dependent loans are typically charged-off to their net realizable value and no specific allowance is carried related to those loans. |
Loans and Allowance for Loan 47
Loans and Allowance for Loan Losses - Troubled Debt Restructurings (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)contract | Sep. 30, 2016USD ($)contract | Sep. 30, 2017USD ($)contract | Sep. 30, 2016USD ($)contract | |
Troubled debt restructuring categorized by loan classification [Abstract] | ||||
Number of contracts | contract | 1 | 1 | 4 | 2 |
Pre Modification Outstanding Recorded Investment | $ 501 | $ 20 | $ 2,479 | $ 1,008 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 145 | $ 17 | $ 1,778 | $ 254 |
Commercial real estate - mortgage | ||||
Troubled debt restructuring categorized by loan classification [Abstract] | ||||
Number of contracts | contract | 0 | 0 | 0 | 0 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 0 | $ 0 | $ 0 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 0 | $ 0 | $ 0 |
Consumer real estate - mortgage | ||||
Troubled debt restructuring categorized by loan classification [Abstract] | ||||
Number of contracts | contract | 0 | 0 | 1 | 0 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 0 | $ 7 | $ 0 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 0 | $ 5 | $ 0 |
Construction and land development | ||||
Troubled debt restructuring categorized by loan classification [Abstract] | ||||
Number of contracts | contract | 0 | 0 | 0 | 0 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 0 | $ 0 | $ 0 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 0 | $ 0 | $ 0 |
Commercial and industrial | ||||
Troubled debt restructuring categorized by loan classification [Abstract] | ||||
Number of contracts | contract | 1 | 1 | 3 | 2 |
Pre Modification Outstanding Recorded Investment | $ 501 | $ 20 | $ 2,472 | $ 1,008 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 145 | $ 17 | $ 1,773 | $ 254 |
Consumer and other | ||||
Troubled debt restructuring categorized by loan classification [Abstract] | ||||
Number of contracts | contract | 0 | 0 | 0 | 0 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 0 | $ 0 | $ 0 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 0 | $ 0 | $ 0 |
Loans and Allowance for Loan 48
Loans and Allowance for Loan Losses - Industry Classification System (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Lessors of nonresidential buildings | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | $ 2,814,079 | |
Unfunded Commitments | 3,236,499 | |
Total exposure | 6,050,578 | $ 1,701,853 |
Lessors of residential buildings | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | 662,014 | |
Unfunded Commitments | 847,583 | |
Total exposure | 1,509,597 | 874,234 |
Hotels (except for Casino Hotels) and Motels | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | 598,177 | |
Unfunded Commitments | 763,496 | |
Total exposure | $ 1,361,673 | $ 291,865 |
Loans and Allowance for Loan 49
Loans and Allowance for Loan Losses - Financing Receivables Past Due (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | |
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | $ 15,259,785,972 | $ 8,449,924,736 | |
Purchased credit impaired | [1] | 65,263,000 | 31,612,000 |
Nonaccrual | 34,335,000 | 18,742,000 | |
Currently performing impaired loans | 40,200,000 | 16,700,000 | |
Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 29,254,000 | 0 | |
Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 19,077,000 | 8,836,000 | |
Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 38,828,000 | 22,330,000 | |
30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 35,818,000 | 21,196,000 | |
90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,010,000 | 1,134,000 | |
Current and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 15,138,292,000 | 8,400,018,000 | |
Commercial real estate - mortgage | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 6,450,042,000 | 3,193,496,000 | |
Commercial real estate - mortgage | Owner-occupied | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,432,541,000 | 1,354,893,000 | |
Nonaccrual | 11,154,000 | 2,297,000 | |
Commercial real estate - mortgage | Owner-occupied | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 5,065,000 | 0 | |
Commercial real estate - mortgage | Owner-occupied | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 1,258,000 | 1,956,000 | |
Commercial real estate - mortgage | Owner-occupied | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 6,999,000 | 3,505,000 | |
Commercial real estate - mortgage | Owner-occupied | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 6,999,000 | 3,505,000 | |
Commercial real estate - mortgage | Owner-occupied | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 0 | 0 | |
Commercial real estate - mortgage | Owner-occupied | Current and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,408,065,000 | 1,347,134,000 | |
Commercial real estate - mortgage | All other | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,017,501,000 | 1,838,603,000 | |
Nonaccrual | 929,000 | 240,000 | |
Commercial real estate - mortgage | All other | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 12,124,000 | 0 | |
Commercial real estate - mortgage | All other | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 3,650,000 | 428,000 | |
Commercial real estate - mortgage | All other | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,919,000 | 0 | |
Commercial real estate - mortgage | All other | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,919,000 | 0 | |
Commercial real estate - mortgage | All other | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 0 | 0 | |
Commercial real estate - mortgage | All other | Current and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,995,879,000 | 1,837,936,000 | |
Consumer real estate - mortgage | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,541,180,000 | 1,185,917,000 | |
Nonaccrual | 11,172,000 | 5,554,000 | |
Consumer real estate - mortgage | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 7,880,000 | 0 | |
Consumer real estate - mortgage | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 9,563,000 | 2,520,000 | |
Consumer real estate - mortgage | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 10,052,000 | 3,891,000 | |
Consumer real estate - mortgage | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 8,980,000 | 3,838,000 | |
Consumer real estate - mortgage | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 1,072,000 | 53,000 | |
Consumer real estate - mortgage | Current and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,502,513,000 | 1,173,953,000 | |
Construction and land development | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 1,939,809,000 | 912,673,000 | |
Nonaccrual | 2,058,000 | 3,205,000 | |
Construction and land development | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 3,811,000 | 0 | |
Construction and land development | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 4,334,000 | 3,408,000 | |
Construction and land development | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,861,000 | 2,210,000 | |
Construction and land development | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,621,000 | 2,210,000 | |
Construction and land development | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 240,000 | 0 | |
Construction and land development | Current and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 1,925,745,000 | 903,850,000 | |
Commercial and industrial | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,971,227,000 | 2,891,710,000 | |
Nonaccrual | 8,759,000 | 6,971,000 | |
Commercial and industrial | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 374,000 | 0 | |
Commercial and industrial | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 269,000 | 524,000 | |
Commercial and industrial | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 5,183,000 | 4,475,000 | |
Commercial and industrial | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,623,000 | 4,475,000 | |
Commercial and industrial | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 560,000 | 0 | |
Commercial and industrial | Current and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,956,642,000 | 2,879,740,000 | |
Consumer and other | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 357,528,000 | 266,129,000 | |
Nonaccrual | 263,000 | 475,000 | |
Consumer and other | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 0 | 0 | |
Consumer and other | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Purchased credit impaired | 3,000 | 0 | |
Consumer and other | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 7,814,000 | 8,249,000 | |
Consumer and other | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 6,676,000 | 7,168,000 | |
Consumer and other | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 1,138,000 | 1,081,000 | |
Consumer and other | Current and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | $ 349,448,000 | $ 257,405,000 | |
[1] | Unpaid principal balance presented net of fair value adjustments recorded in conjunction with purchase accounting. |
Loans and Allowance for Loan 50
Loans and Allowance for Loan Losses - Allowance Allocation (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | $ 65,159,286 | $ 58,980,475 | |
Troubled debt restructurings performing as of restructure date | 15,200,000 | 15,000,000 | |
Commercial real estate - mortgage | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 20,790,000 | 13,655,000 | |
Consumer real estate - mortgage | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 5,303,000 | 6,564,000 | |
Construction and land development | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 7,523,000 | 3,624,000 | |
Commercial and industrial | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 23,407,000 | 24,743,000 | |
Consumer and other | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 6,919,000 | 9,520,000 | |
Unallocated | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 1,217,000 | 874,000 | |
Troubled Debt Restructurings | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | [1] | 439,000 | 21,000 |
Troubled Debt Restructurings | Commercial real estate - mortgage | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | [1] | 0 | 1,000 |
Troubled Debt Restructurings | Consumer real estate - mortgage | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | [1] | 18,000 | 2,000 |
Troubled Debt Restructurings | Construction and land development | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | [1] | 0 | 0 |
Troubled Debt Restructurings | Commercial and industrial | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | [1] | 421,000 | 18,000 |
Troubled Debt Restructurings | Consumer and other | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | [1] | 0 | 0 |
Troubled Debt Restructurings | Unallocated | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | [1] | 0 | 0 |
Accruing | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 62,571,000 | 57,014,000 | |
Accruing | Commercial real estate - mortgage | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 20,790,000 | 13,595,000 | |
Accruing | Consumer real estate - mortgage | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 4,562,000 | 5,874,000 | |
Accruing | Construction and land development | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 7,510,000 | 3,604,000 | |
Accruing | Commercial and industrial | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 22,878,000 | 24,648,000 | |
Accruing | Consumer and other | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 6,831,000 | 9,293,000 | |
Accruing | Unallocated | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 0 | 0 | |
Nonaccruing | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 932,000 | 1,071,000 | |
Nonaccruing | Commercial real estate - mortgage | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 0 | 59,000 | |
Nonaccruing | Consumer real estate - mortgage | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 723,000 | 688,000 | |
Nonaccruing | Construction and land development | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 13,000 | 20,000 | |
Nonaccruing | Commercial and industrial | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 108,000 | 77,000 | |
Nonaccruing | Consumer and other | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | 88,000 | 227,000 | |
Nonaccruing | Unallocated | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Allowance for Loan Losses | $ 0 | $ 0 | |
[1] | Troubled debt restructurings of $15.2 million and $15.0 million as of both September 30, 2017 and December 31, 2016, respectively, are classified as impaired loans pursuant to U.S. GAAP; however, these loans continue to accrue interest at contractual rates. |
Loans and Allowance for Loan 51
Loans and Allowance for Loan Losses - Allowance for Credit Losses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | $ 58,980,000 | $ 65,432,000 | ||
Charged-off loans | $ (5,987,000) | $ (8,884,000) | (16,308,540) | (25,256,610) |
Recovery of previously charged-off loans | 2,281,000 | 1,613,000 | 5,103,000 | 4,791,000 |
Provision for loan losses | 6,920,184 | 6,108,183 | 17,383,595 | 15,281,854 |
Ending Balance | 65,159,000 | 60,249,000 | 65,159,000 | 60,249,000 |
Loans acquired with deteriorated credit quality | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 0 | |||
Ending Balance | 0 | 0 | ||
Commercial real estate - mortgage | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 13,655,000 | 15,513,000 | ||
Charged-off loans | (572,000) | (80,000) | (581,000) | (276,000) |
Recovery of previously charged-off loans | 169,000 | 11,000 | 184,000 | 203,000 |
Provision for loan losses | 5,191,000 | 434,000 | 7,532,000 | (1,410,000) |
Ending Balance | 20,790,000 | 14,030,000 | 20,790,000 | 14,030,000 |
Commercial real estate - mortgage | Loans acquired with deteriorated credit quality | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 0 | |||
Ending Balance | 0 | 0 | ||
Consumer real estate - mortgage | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 6,564,000 | 7,220,000 | ||
Charged-off loans | (395,000) | (336,000) | (663,000) | (714,000) |
Recovery of previously charged-off loans | 565,000 | 67,000 | 1,147,000 | 223,000 |
Provision for loan losses | (2,702,000) | 623,000 | (1,745,000) | 165,000 |
Ending Balance | 5,303,000 | 6,894,000 | 5,303,000 | 6,894,000 |
Consumer real estate - mortgage | Loans acquired with deteriorated credit quality | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 0 | |||
Ending Balance | 0 | 0 | ||
Construction and land development | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 3,624,000 | 2,903,000 | ||
Charged-off loans | (99,000) | (231,000) | (99,000) | (231,000) |
Recovery of previously charged-off loans | 716,000 | 434,000 | 845,000 | 540,000 |
Provision for loan losses | 1,780,000 | (230,000) | 3,153,000 | 684,000 |
Ending Balance | 7,523,000 | 3,896,000 | 7,523,000 | 3,896,000 |
Construction and land development | Loans acquired with deteriorated credit quality | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 0 | |||
Ending Balance | 0 | 0 | ||
Commercial and industrial | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 24,743,000 | 23,643,000 | ||
Charged-off loans | (1,625,000) | (3,165,000) | (3,278,000) | (5,408,000) |
Recovery of previously charged-off loans | 562,000 | 233,000 | 1,264,000 | 1,848,000 |
Provision for loan losses | 235,000 | 1,399,000 | 678,000 | 3,474,000 |
Ending Balance | 23,407,000 | 23,557,000 | 23,407,000 | 23,557,000 |
Commercial and industrial | Loans acquired with deteriorated credit quality | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 0 | |||
Ending Balance | 0 | 0 | ||
Consumer and other | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 9,520,000 | 15,616,000 | ||
Charged-off loans | (3,296,000) | (5,072,000) | (11,687,000) | (18,627,000) |
Recovery of previously charged-off loans | 269,000 | 868,000 | 1,663,000 | 1,977,000 |
Provision for loan losses | 2,397,000 | 4,150,000 | 7,423,000 | 12,118,000 |
Ending Balance | 6,919,000 | 11,084,000 | 6,919,000 | 11,084,000 |
Consumer and other | Loans acquired with deteriorated credit quality | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 0 | |||
Ending Balance | 0 | 0 | ||
Unallocated | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 874,000 | 537,000 | ||
Charged-off loans | 0 | 0 | 0 | 0 |
Recovery of previously charged-off loans | 0 | 0 | 0 | 0 |
Provision for loan losses | 20,000 | (268,000) | 343,000 | 251,000 |
Ending Balance | 1,217,000 | $ 788,000 | 1,217,000 | $ 788,000 |
Unallocated | Loans acquired with deteriorated credit quality | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning Balance | 0 | |||
Ending Balance | $ 0 | $ 0 |
Loans and Allowance for Loan 52
Loans and Allowance for Loan Losses - Details on Allowance for Loan Losses and Recorded Investment by Loan Classification and Impairment Evaluation Method (Details) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Collectively evaluated for impairment | $ 63,788,000 | $ 57,888,000 | ||||
Individually evaluated for impairment | 1,371,000 | 1,092,000 | ||||
Total allowance for loan losses | 65,159,000 | $ 61,944,000 | 58,980,000 | $ 60,249,000 | $ 61,412,000 | $ 65,432,000 |
Collectively evaluated for impairment | 15,177,120,000 | 8,407,339,000 | ||||
Individually evaluated for impairment | 34,335,000 | 33,750,000 | ||||
Loans | 15,259,785,972 | 8,449,924,736 | ||||
Loans acquired with deteriorated credit quality | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total allowance for loan losses | 0 | 0 | ||||
Loans acquired with deteriorated credit quality | 48,331,000 | 8,836,000 | ||||
Commercial real estate - mortgage | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Collectively evaluated for impairment | 20,790,000 | 13,595,000 | ||||
Individually evaluated for impairment | 0 | 60,000 | ||||
Total allowance for loan losses | 20,790,000 | 16,002,000 | 13,655,000 | 14,030,000 | 13,665,000 | 15,513,000 |
Collectively evaluated for impairment | 6,415,862,000 | 3,188,362,000 | ||||
Individually evaluated for impairment | 12,083,000 | 2,750,000 | ||||
Loans | 6,450,042,000 | 3,193,496,000 | ||||
Commercial real estate - mortgage | Loans acquired with deteriorated credit quality | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total allowance for loan losses | 0 | 0 | ||||
Loans acquired with deteriorated credit quality | 22,097,000 | 2,384,000 | ||||
Consumer real estate - mortgage | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Collectively evaluated for impairment | 4,562,000 | 5,874,000 | ||||
Individually evaluated for impairment | 741,000 | 690,000 | ||||
Total allowance for loan losses | 5,303,000 | 7,835,000 | 6,564,000 | 6,894,000 | 6,540,000 | 7,220,000 |
Collectively evaluated for impairment | 2,512,565,000 | 1,174,456,000 | ||||
Individually evaluated for impairment | 11,172,000 | 8,941,000 | ||||
Loans | 2,541,180,000 | 1,185,917,000 | ||||
Consumer real estate - mortgage | Loans acquired with deteriorated credit quality | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total allowance for loan losses | 0 | 0 | ||||
Loans acquired with deteriorated credit quality | 17,443,000 | 2,520,000 | ||||
Construction and land development | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Collectively evaluated for impairment | 7,510,000 | 3,604,000 | ||||
Individually evaluated for impairment | 13,000 | 20,000 | ||||
Total allowance for loan losses | 7,523,000 | 5,126,000 | 3,624,000 | 3,896,000 | 3,923,000 | 2,903,000 |
Collectively evaluated for impairment | 1,929,606,000 | 906,053,000 | ||||
Individually evaluated for impairment | 2,058,000 | 3,212,000 | ||||
Loans | 1,939,809,000 | 912,673,000 | ||||
Construction and land development | Loans acquired with deteriorated credit quality | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total allowance for loan losses | 0 | 0 | ||||
Loans acquired with deteriorated credit quality | 8,145,000 | 3,408,000 | ||||
Commercial and industrial | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Collectively evaluated for impairment | 22,878,000 | 24,648,000 | ||||
Individually evaluated for impairment | 529,000 | 95,000 | ||||
Total allowance for loan losses | 23,407,000 | 24,235,000 | 24,743,000 | 23,557,000 | 25,090,000 | 23,643,000 |
Collectively evaluated for impairment | 3,961,825,000 | 2,872,855,000 | ||||
Individually evaluated for impairment | 8,759,000 | 18,331,000 | ||||
Loans | 3,971,227,000 | 2,891,710,000 | ||||
Commercial and industrial | Loans acquired with deteriorated credit quality | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total allowance for loan losses | 0 | 0 | ||||
Loans acquired with deteriorated credit quality | 643,000 | 524,000 | ||||
Consumer and other | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Collectively evaluated for impairment | 6,831,000 | 9,293,000 | ||||
Individually evaluated for impairment | 88,000 | 227,000 | ||||
Total allowance for loan losses | 6,919,000 | 7,549,000 | 9,520,000 | 11,084,000 | 11,138,000 | 15,616,000 |
Collectively evaluated for impairment | 357,262,000 | 265,613,000 | ||||
Individually evaluated for impairment | 263,000 | 516,000 | ||||
Loans | 357,528,000 | 266,129,000 | ||||
Consumer and other | Loans acquired with deteriorated credit quality | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total allowance for loan losses | 0 | 0 | ||||
Loans acquired with deteriorated credit quality | 3,000 | 0 | ||||
Unallocated | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Collectively evaluated for impairment | 1,217,000 | 874,000 | ||||
Individually evaluated for impairment | 0 | 0 | ||||
Total allowance for loan losses | 1,217,000 | $ 1,197,000 | 874,000 | $ 788,000 | $ 1,056,000 | $ 537,000 |
Unallocated | Loans acquired with deteriorated credit quality | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total allowance for loan losses | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized tax benefits | $ 1,300,000 | $ 196,000 | $ 1,300,000 | $ 196,000 |
Interest and penalties | $ 0 | $ 0 | $ 22,000 | $ 0 |
Effective income tax rate (as percent) | 35.20% | 33.50% | 31.90% | 33.50% |
Federal and State income tax statutory rate (as percent) | 39.23% | |||
Excess tax benefit | $ 59,000 | $ 4,600,000 |
Commitments and Contingent Li54
Commitments and Contingent Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||
Expiry period of standby letter of credit, maximum | 2 years | |
Accrual for inherent risks associated with commitments | $ 3.1 | $ 1.1 |
Commitments | ||
Loss Contingencies [Line Items] | ||
Amount of commitment | 5,200 | |
Standby letter of credit | ||
Loss Contingencies [Line Items] | ||
Amount of commitment | $ 137.3 |
Stock Options and Restricted 55
Stock Options and Restricted Shares - Narrative (Details) | Jul. 31, 2015shares | Sep. 30, 2017USD ($)planshares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)planshares | Sep. 30, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity incentive plan | plan | 1 | 1 | |||
Stock-based compensation expense | $ | $ 5,800,000 | $ 2,600,000 | $ 14,412,692 | $ 8,101,176 | |
BNC Bancorp | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | $ 1,400,000 | $ 2,900,000 | |||
2014 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuances (in shares) | 703,396 | 703,396 | |||
CapitalMark Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuances (in shares) | 0 | 0 | |||
Shares acquired in period (in shares) | 858,000 | ||||
BNC Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuances (in shares) | 33,000 | 33,000 | |||
Magna, Avenue or BNC | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuances (in shares) | 0 | 0 |
Stock Options and Restricted 56
Stock Options and Restricted Shares - Common Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2016 | ||||
Common stock options and stock appreciation rights | |||||
Number | |||||
Outstanding, beginning balance (in shares) | 550,490 | ||||
Granted (in shares) | 0 | ||||
Exercised (in shares) | [1] | (194,340) | |||
Forfeited (in shares) | 0 | ||||
Outstanding, ending balance (in shares) | 356,150 | 550,490 | |||
Weighted-Average Exercise Price | |||||
Outstanding, beginning balance (in dollars per share) | $ 20.75 | ||||
Outstanding, ending balance (in dollars per share) | $ 21.17 | $ 20.75 | |||
Additional disclosures | |||||
Options exercisable (in shares) | 356,150 | ||||
Weighted- average exercise price of options exercisable (in dollars per share) | $ 21.17 | ||||
Weighted-average contractual remaining term for options outstanding | 2 years 7 months 13 days | 2 years 7 months 10 days | |||
Weighted-average contractual remaining term for options exercisable | 2 years 7 months 13 days | ||||
Aggregate intrinsic value | $ 16,305 | [2] | $ 26,728 | [3] | |
Aggregate intrinsic value of options exercisable | [2] | $ 16,305 | |||
Quoted closing price of common stock (in dollars per share) | $ 66.95 | $ 69.30 | |||
Number of awards used in aggregate intrinsic value (in shares) | 356,150 | 550,490 | |||
Stock swap transaction | |||||
Number | |||||
Exercised (in shares) | [4] | (750) | |||
Stock swap transaction | Common Stock | |||||
Number | |||||
Exercised (in shares) | (277) | ||||
[1] | Includes 750 stock options which were exercised in a stock swap transaction which settled in 277 shares of Pinnacle Financial common stock | ||||
[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 $66.95 per common share at September 30, 2017 for the 356,150 options that were in-the-money at September 30, 2017. | ||||
[3] | 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 $69.30 per common share at December 31, 2016 for the 550,490 options that were in-the-money at December 31, 2016. | ||||
[4] | Restrictions on half of the shares previously converted to RSAs will lapse commensurate with the filing of the Form 10-K for the year ended December 31, 2017 and 2018, respectively. |
Stock Options and Restricted 57
Stock Options and Restricted Shares - Unvested Restricted Awards (Details) - Restricted stock | 9 Months Ended | |
Sep. 30, 2017$ / sharesshares | ||
Number | ||
Unvested, beginning of period (in shares) | 820,539 | |
Shares awarded (in shares) | 246,157 | |
Conversion of previously awarded restricted share units to restricted share awards (in shares) | 43,680 | |
Shares assumed in connection with acquisition of BNC (in shares) | 136,890 | |
Restrictions lapsed and shares released to associates/directors (in shares) | (246,144) | |
Shares forfeited (in shares) | (25,849) | [1] |
Unvested, end of period (in shares) | 975,273 | |
Grant Date Weighted-Average Cost | ||
Unvested, beginning of period (in dollars per share) | $ / shares | $ 36.47 | |
Unvested, end of period (in dollars per share) | $ / shares | $ 50.53 | |
Shares forfeited due to failure to meet performance targets (in shares) | 0 | |
[1] | Represents shares forfeited due to employee termination and/or retirement. No shares were forfeited due to failure to meet performance targets. |
Stock Options and Restricted 58
Stock Options and Restricted Shares - Restricted Shares Awarded (Details) | 9 Months Ended | |
Sep. 30, 2017shares | [1] | |
Time Based Awards | Associates | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 232,480 | [2] |
Restrictions Lapsed and shares released to participants | 358 | [2] |
Shares Forfeited by participants | 7,638 | [3] |
Shares Unvested | 224,484 | |
Time Based Awards | Associates | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 3 years | [2] |
Time Based Awards | Associates | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 5 years | [2] |
Time Based Awards | BNC Bancorp | Associates | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 136,690 | [4] |
Restrictions Lapsed and shares released to participants | 0 | [4] |
Shares Forfeited by participants | 0 | [3],[4] |
Shares Unvested | 136,690 | [4] |
Time Based Awards | BNC Bancorp | Associates | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 3 years | [4] |
Time Based Awards | BNC Bancorp | Associates | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 5 years | [4] |
Performance Based Awards | Leadership team | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 3 years | [4] |
Shares awarded | 43,680 | [4] |
Restrictions Lapsed and shares released to participants | 0 | [4] |
Shares Forfeited by participants | 0 | [3],[4] |
Shares Unvested | 43,680 | [4] |
Outside Director Awards | Outside directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 1 year | [5] |
Shares awarded | 13,677 | [5] |
Restrictions Lapsed and shares released to participants | 2,376 | [5] |
Shares Forfeited by participants | 796 | [3],[5] |
Shares Unvested | 10,505 | [5] |
[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. For time-based 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 awards and time-based 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 are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on February 28, 2018 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. | |
[4] | Restricted share awards issued to associates that were former associates of BNC in connection with acquisition of BNC. | |
[5] | 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. |
Stock Options and Restricted 59
Stock Options and Restricted Shares - Restricted Share Unit Awards Outstanding (Details) | 9 Months Ended | |
Sep. 30, 2017shares | ||
2017 Restricted granted shares | Tranche 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 3 years | |
2017 Restricted granted shares | Tranche 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 2 years | |
2017 Restricted granted shares | Tranche 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 1 year | |
2017 Restricted granted shares | Named Executive Officers (NEOs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 72,537 | [1] |
2017 Restricted granted shares | Named Executive Officers (NEOs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 109,339 | [1] |
2017 Restricted granted shares | Leadership Team other than NEOs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 24,916 | |
2016 Restricted granted shares | Tranche 2016 (1) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 3 years | |
2016 Restricted granted shares | Tranche 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 2 years | |
2016 Restricted granted shares | Tranche 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 1 year | |
2016 Restricted granted shares | Named Executive Officers (NEOs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 73,474 | [1] |
2016 Restricted granted shares | Named Executive Officers (NEOs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 110,223 | [1] |
2016 Restricted granted shares | Leadership Team other than NEOs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 26,683 | |
2015 Restricted granted shares | Tranche 2015 (1) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 3 years | |
2015 Restricted granted shares | Tranche 2016 (1) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 2 years | |
2015 Restricted granted shares | Tranche 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | |
Subsequent holding period per tranche (in years) | 1 year | |
2015 Restricted granted shares | Named Executive Officers (NEOs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 58,200 | [1] |
2015 Restricted granted shares | Named Executive Officers (NEOs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 101,850 | [1] |
2015 Restricted granted shares | Leadership Team other than NEOs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 28,378 | |
2014 Restricted granted shares | Tranche 2014 (1) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 5 years | [2] |
Shares settled into RSAs as of period end (in shares) | 21,856 | [2],[3] |
2014 Restricted granted shares | Tranche 2014 (2) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 4 years | [2] |
Shares settled into RSAs as of period end (in shares) | 21,856 | [2],[3] |
2014 Restricted granted shares | Tranche 2015 (1) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 4 years | [2] |
Shares settled into RSAs as of period end (in shares) | 21,847 | [2],[3] |
2014 Restricted granted shares | Tranche 2015 (2) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 3 years | [2] |
Shares settled into RSAs as of period end (in shares) | 21,847 | [2],[3] |
2014 Restricted granted shares | Tranche 2016 (1) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 3 years | [2] |
Shares settled into RSAs as of period end (in shares) | 21,840 | [2],[3] |
2014 Restricted granted shares | Tranche 2016 (2) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period per tranche (in years) | 2 years | [2] |
Shares settled into RSAs as of period end (in shares) | 21,840 | [2],[3] |
2014 Restricted granted shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 102,209 | [1],[2] |
2014 Restricted granted shares | Leadership Team other than NEOs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 29,087 | [2] |
2014 Restricted granted shares | Leadership Team other than NEOs | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 58,404 | [1],[2] |
[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] | Restrictions on half of the shares previously converted to RSAs will lapse commensurate with the filing of the Form 10-K for the year ended December 31, 2017 and 2018, respectively. | |
[3] | Restricted share unit awards granted in 2017, 2016 and 2015 will be earned if certain performance targets are achieved. Additional forfeiture restrictions may 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. |
Derivative Instruments - Non-he
Derivative Instruments - Non-hedge Derivatives (Details) - Non-hedge derivatives - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | ||
Notional Amount | $ 1,540,718 | $ 1,333,144 |
Estimated Fair Value | (114) | (134) |
Pay fixed / receive variable swaps | ||
Derivative [Line Items] | ||
Notional Amount | 770,359 | 666,572 |
Estimated Fair Value | 15,659 | 16,004 |
Pay variable / receive fixed swaps | ||
Derivative [Line Items] | ||
Notional Amount | 770,359 | 666,572 |
Estimated Fair Value | $ (15,773) | $ (16,138) |
Derivative Instruments - Hedge
Derivative Instruments - Hedge Derivatives (Details) - Hedging derivative - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | ||
Interest Rate Swap July 2014 - August 2020 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | $ 125,000 | $ 125,000 | ||
Asset | 0 | 0 | $ 2,704 | |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | 0 | 1,643 | ||
Interest Rate Swap July 2014 - July 2021 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | [1] | $ 27,500 | $ 27,500 | |
Receive Rate | [1] | 1 month LIBOR | ||
Pay Rate (as percent) | [1] | 2.09% | 2.09% | |
Lower maturity range date term | Jul. 1, 2014 | |||
Higher maturity range date term | Jul. 31, 2021 | |||
Asset | [1] | $ 0 | $ 0 | 395 |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | [1] | 0 | 240 | |
Interest Rate Swap July 2014 - July 2022 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | [1] | $ 25,000 | $ 25,000 | |
Receive Rate | [1] | 1 month LIBOR | ||
Pay Rate (as percent) | [1] | 2.27% | 2.27% | |
Lower maturity range date term | Jul. 1, 2014 | |||
Higher maturity range date term | Jul. 31, 2022 | |||
Asset | [1] | $ 0 | $ 0 | 610 |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | [1] | 0 | 371 | |
Interest Rate Swap July 2014 - July 2023 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | [1] | $ 27,500 | $ 27,500 | |
Receive Rate | [1] | 1 month LIBOR | ||
Pay Rate (as percent) | [1] | 2.42% | 2.42% | |
Lower maturity range date term | Jul. 1, 2014 | |||
Higher maturity range date term | Jul. 31, 2023 | |||
Asset | [1] | $ 0 | $ 0 | 874 |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | [1] | 0 | 531 | |
Interest Rate Swap July 2014 - July 2024 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | [1] | $ 30,000 | $ 30,000 | |
Receive Rate | [1] | 1 month LIBOR | ||
Pay Rate (as percent) | [1] | 2.50% | 2.50% | |
Lower maturity range date term | Jul. 1, 2014 | |||
Higher maturity range date term | Jul. 31, 2024 | |||
Asset | [1] | $ 0 | $ 0 | 900 |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | [1] | 0 | 547 | |
Interest Rate Swap August 2015 - August 2020 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | [1] | $ 15,000 | $ 15,000 | |
Receive Rate | [1] | 1 month LIBOR | ||
Pay Rate (as percent) | [1] | 1.47% | 1.47% | |
Lower maturity range date term | Aug. 1, 2015 | |||
Higher maturity range date term | Aug. 31, 2020 | |||
Liabilities | [1] | $ 0 | $ 0 | (75) |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | [1] | 0 | (46) | |
Gain contract termination | 3,100 | |||
Cash flow hedge | Interest Rate Swap April 2016 - October 2022 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | 200,000 | 200,000 | ||
Liabilities | (6,807) | (6,807) | (6,732) | |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | (4,137) | (4,091) | ||
Cash flow hedge | Interest Rate Swap April 2016 - April 2020 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | $ 33,000 | $ 33,000 | ||
Receive Rate | 3 month LIBOR | |||
Pay Rate (as percent) | 2.265% | 2.265% | ||
Lower maturity range date term | [2] | Apr. 1, 2016 | ||
Higher maturity range date term | [2] | Apr. 30, 2020 | ||
Liabilities | $ (494) | $ (494) | (727) | |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | (300) | (442) | ||
Cash flow hedge | Interest Rate Swap April 2016 - April 2022 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | $ 33,000 | $ 33,000 | ||
Receive Rate | 3 month LIBOR | |||
Pay Rate (as percent) | 2.646% | 2.646% | ||
Lower maturity range date term | [2] | Apr. 1, 2016 | ||
Higher maturity range date term | [2] | Apr. 30, 2022 | ||
Liabilities | $ (1,164) | $ (1,164) | (1,304) | |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | (707) | (792) | ||
Cash flow hedge | Interest Rate Swap October 2016 - October 2020 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | $ 33,000 | $ 33,000 | ||
Receive Rate | 3 month LIBOR | |||
Pay Rate (as percent) | 2.523% | 2.523% | ||
Lower maturity range date term | [2] | Oct. 1, 2016 | ||
Higher maturity range date term | [2] | Oct. 31, 2020 | ||
Liabilities | $ (823) | $ (823) | (1,081) | |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | (500) | (657) | ||
Cash flow hedge | Interest Rate Swap October 2017 - October 2021 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | $ 33,000 | $ 33,000 | ||
Receive Rate | 3 month LIBOR | |||
Pay Rate (as percent) | 2.992% | 2.992% | ||
Lower maturity range date term | [2] | Oct. 1, 2017 | ||
Higher maturity range date term | [2] | Oct. 31, 2021 | ||
Liabilities | $ (1,390) | $ (1,390) | (1,200) | |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | (845) | (729) | ||
Cash flow hedge | Interest Rate Swap April 2018 - July 2022 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | $ 34,000 | $ 34,000 | ||
Receive Rate | 3 month LIBOR | |||
Pay Rate (as percent) | 3.118% | 3.118% | ||
Lower maturity range date term | [2] | Apr. 1, 2018 | ||
Higher maturity range date term | [2] | Jul. 31, 2022 | ||
Liabilities | $ (1,482) | $ (1,482) | (1,222) | |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | (901) | (743) | ||
Cash flow hedge | Interest Rate Swap July 2018 - October 2022 | ||||
Forward Cash Flow Hedge Relationship [Abstract] | ||||
Forecasted Notional Amount | $ 34,000 | $ 34,000 | ||
Receive Rate | 3 month LIBOR | |||
Pay Rate (as percent) | 3.158% | 3.158% | ||
Lower maturity range date term | [2] | Jul. 1, 2018 | ||
Higher maturity range date term | [2] | Oct. 31, 2022 | ||
Liabilities | $ (1,454) | $ (1,454) | (1,198) | |
Unrealized Gain (Loss) in Accumulated Other Comprehensive Income | $ (884) | $ (728) | ||
[1] | Each of these swaps were terminated via cash settlement in the second quarter of 2017. As a result of terminating these contracts in the second quarter of 2017, Pinnacle Financial began recognizing a gain of $3.1 million over the original terms of these agreements. | |||
[2] | No cash will be exchanged prior to the beginning of the term. |
Fair Value of Financial Instr62
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | ||
Assets and liabilities measured at fair value on a nonrecurring basis [Abstract] | |||
Valuation allowance | [1] | $ 932 | $ 1,071 |
Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
U.S. treasury securities | 30,978 | 250 | |
U.S. government agency securities | 161,082 | 21,769 | |
Mortgage-backed securities | 1,618,799 | 976,626 | |
State and municipal securities | 756,725 | 212,720 | |
Agency-backed securities | 184,760 | 78,580 | |
Corporate notes and other | 115,284 | 8,601 | |
Total investment securities available-for-sale | 2,867,628 | 1,298,546 | |
Other investments | 28,477 | 10,478 | |
Other assets | 12,604 | 13,340 | |
Total assets at fair value | 2,908,709 | 1,322,364 | |
Liabilities at fair value: [Abstract] | |||
Other liabilities | 15,519 | 15,758 | |
Total liabilities at fair value | 15,519 | 15,758 | |
Recurring | Quoted market prices in an active market (Level 1) | |||
Assets, Fair Value Disclosure [Abstract] | |||
U.S. treasury securities | 0 | 0 | |
U.S. government agency securities | 0 | 0 | |
Mortgage-backed securities | 0 | 0 | |
State and municipal securities | 0 | 0 | |
Agency-backed securities | 0 | 0 | |
Corporate notes and other | 24,616 | 0 | |
Total investment securities available-for-sale | 24,616 | 0 | |
Other investments | 0 | 0 | |
Other assets | 0 | 0 | |
Total assets at fair value | 24,616 | 0 | |
Liabilities at fair value: [Abstract] | |||
Other liabilities | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Recurring | Models with significant observable market parameters (Level 2) | |||
Assets, Fair Value Disclosure [Abstract] | |||
U.S. treasury securities | 30,978 | 250 | |
U.S. government agency securities | 161,082 | 21,769 | |
Mortgage-backed securities | 1,618,799 | 976,626 | |
State and municipal securities | 756,725 | 212,720 | |
Agency-backed securities | 184,760 | 78,580 | |
Corporate notes and other | 103,221 | 8,601 | |
Total investment securities available-for-sale | 2,855,565 | 1,298,546 | |
Other investments | 0 | 0 | |
Other assets | 12,604 | 13,340 | |
Total assets at fair value | 2,868,169 | 1,311,886 | |
Liabilities at fair value: [Abstract] | |||
Other liabilities | 15,519 | 15,758 | |
Total liabilities at fair value | 15,519 | 15,758 | |
Recurring | Models with significant unobservable market parameters (Level 3) | |||
Assets, Fair Value Disclosure [Abstract] | |||
U.S. treasury securities | 0 | 0 | |
U.S. government agency securities | 0 | 0 | |
Mortgage-backed securities | 0 | 0 | |
State and municipal securities | 0 | 0 | |
Agency-backed securities | 0 | 0 | |
Corporate notes and other | 0 | 0 | |
Total investment securities available-for-sale | 0 | 0 | |
Other investments | 28,477 | 10,478 | |
Other assets | 0 | 0 | |
Total assets at fair value | 28,477 | 10,478 | |
Liabilities at fair value: [Abstract] | |||
Other liabilities | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Nonrecurring | |||
Assets and liabilities measured at fair value on a nonrecurring basis [Abstract] | |||
Other real estate owned | 24,339 | 6,090 | |
Nonaccrual loans, net | [2] | 52,480 | 26,506 |
Total | 76,819 | 32,596 | |
Total losses on other real estate owned | (72) | (135) | |
Total losses on collateral dependent nonaccrual loans, net | [2] | (4,905) | (7,173) |
Total losses for the year-to-date period then ended | (4,977) | (7,308) | |
Nonrecurring | Quoted market prices in an active market (Level 1) | |||
Assets and liabilities measured at fair value on a nonrecurring basis [Abstract] | |||
Other real estate owned | 0 | 0 | |
Nonaccrual loans, net | [2] | 0 | 0 |
Total | 0 | 0 | |
Nonrecurring | Models with significant observable market parameters (Level 2) | |||
Assets and liabilities measured at fair value on a nonrecurring basis [Abstract] | |||
Other real estate owned | 0 | 0 | |
Nonaccrual loans, net | [2] | 0 | 0 |
Total | 0 | 0 | |
Nonrecurring | Models with significant unobservable market parameters (Level 3) | |||
Assets and liabilities measured at fair value on a nonrecurring basis [Abstract] | |||
Other real estate owned | 24,339 | 6,090 | |
Nonaccrual loans, net | [2] | 52,480 | 26,506 |
Total | $ 76,819 | $ 32,596 | |
[1] | Collateral dependent loans are typically charged-off to their net realizable value and no specific allowance is carried related to those loans. | ||
[2] | Amount is net of valuation allowance of $932,000 and $1.1 million at September 30, 2017 and December 31, 2016, respectively, as required by ASC 310-10, "Receivables." |
Fair Value of Financial Instr63
Fair Value of Financial Instruments - Rollforward of Balance Sheet Amounts Within Level 3 Valuation Hierarchy (Details) - Recurring - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other liabilities | ||||
Assets measured on recurring basis, unobservable input reconciliation, calculation [Roll Forward] | ||||
Fair value, beginning of period | $ 0 | $ 0 | $ 0 | $ 0 |
Total realized gains included in income | 0 | 0 | 0 | 0 |
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at September 30 | 0 | 0 | 0 | 0 |
Acquired | 0 | 0 | 0 | 0 |
Purchases | 0 | 0 | 0 | 0 |
Issuances | 0 | 0 | 0 | 0 |
Settlements | 0 | 0 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 | 0 | 0 |
Fair value, end of period | 0 | 0 | 0 | 0 |
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at September 30 | 0 | 0 | 0 | 0 |
Other assets | ||||
Assets measured on recurring basis, unobservable input reconciliation, calculation [Roll Forward] | ||||
Fair value, beginning of period | 27,850 | 10,380 | 10,478 | 9,764 |
Total realized gains included in income | 188 | 59 | 625 | 395 |
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at September 30 | 0 | 0 | 0 | 0 |
Acquired | 0 | 0 | 17,062 | 0 |
Purchases | 815 | 493 | 1,584 | 1,063 |
Issuances | 0 | 0 | 0 | 0 |
Settlements | (376) | (626) | (1,272) | (916) |
Transfers out of Level 3 | 0 | 0 | 0 | 0 |
Fair value, end of period | 28,477 | 10,306 | 28,477 | 10,306 |
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at September 30 | $ 188 | $ 59 | $ 625 | $ 395 |
Fair Value of Financial Instr64
Fair Value of Financial Instruments - Carrying Amount and Estimated Fair Value of Financial Instruments (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | |
Financial assets: | |||
Securities held-to-maturity | $ 21,021,555 | $ 25,233,254 | |
Quoted market prices in an active market (Level 1) | |||
Financial assets: | |||
Securities held-to-maturity | 0 | 0 | |
Loans, net | 0 | 0 | |
Mortgage loans held-for-sale | 0 | 0 | |
Loans held-for-sale | 0 | ||
Financial liabilities: | |||
Deposits and securities sold under agreements to repurchase | 0 | 0 | |
Federal Home Loan Bank advances | 0 | 0 | |
Subordinated debt and other borrowings | 0 | 0 | |
Off-balance sheet instruments: | |||
Commitments to extend credit | [1] | 0 | 0 |
Standby letters of credit | [2] | 0 | 0 |
Models with significant observable market parameters (Level 2) | |||
Financial assets: | |||
Securities held-to-maturity | 21,022,000 | 25,233,000 | |
Loans, net | 0 | 0 | |
Mortgage loans held-for-sale | 106,545,000 | 70,480,000 | |
Loans held-for-sale | 20,675,000 | ||
Financial liabilities: | |||
Deposits and securities sold under agreements to repurchase | 0 | 0 | |
Federal Home Loan Bank advances | 0 | 0 | |
Subordinated debt and other borrowings | 0 | 0 | |
Off-balance sheet instruments: | |||
Commitments to extend credit | [1] | 0 | 0 |
Standby letters of credit | [2] | 0 | 0 |
Models with significant unobservable market parameters (Level 3) | |||
Financial assets: | |||
Securities held-to-maturity | 0 | 0 | |
Loans, net | 14,748,141,000 | 8,178,982,000 | |
Mortgage loans held-for-sale | 0 | 0 | |
Loans held-for-sale | 0 | ||
Financial liabilities: | |||
Deposits and securities sold under agreements to repurchase | 15,441,568,000 | 8,579,664,000 | |
Federal Home Loan Bank advances | 1,623,238,000 | 406,491,000 | |
Subordinated debt and other borrowings | 448,022,000 | 328,049,000 | |
Off-balance sheet instruments: | |||
Commitments to extend credit | [1] | 2,279,000 | 383,000 |
Standby letters of credit | [2] | 785,000 | 740,000 |
Carrying/ Notional Amount | |||
Financial assets: | |||
Securities held-to-maturity | 20,848,000 | 25,251,000 | |
Loans, net | 15,194,627,000 | 8,390,944,000 | |
Mortgage loans held-for-sale | 105,032,000 | 70,298,000 | |
Loans held-for-sale | 20,385,000 | ||
Financial liabilities: | |||
Deposits and securities sold under agreements to repurchase | 15,919,142,000 | 8,845,014,000 | |
Federal Home Loan Bank advances | 1,623,947,000 | 406,304,000 | |
Subordinated debt and other borrowings | 465,461,000 | 350,768,000 | |
Off-balance sheet instruments: | |||
Commitments to extend credit | [1] | 5,209,747,000 | 3,374,269,000 |
Standby letters of credit | [2] | 137,277,000 | 131,418,000 |
Estimated Fair Value | |||
Financial assets: | |||
Securities held-to-maturity | [3] | 21,022,000 | 25,233,000 |
Loans, net | [3] | 14,748,141,000 | 8,178,982,000 |
Mortgage loans held-for-sale | [3] | 106,545,000 | 70,480,000 |
Loans held-for-sale | [3] | 20,675,000 | |
Financial liabilities: | |||
Deposits and securities sold under agreements to repurchase | [3] | 15,441,568,000 | 8,579,664,000 |
Federal Home Loan Bank advances | [3] | 1,623,238,000 | 406,491,000 |
Subordinated debt and other borrowings | [3] | 448,022,000 | 328,049,000 |
Off-balance sheet instruments: | |||
Commitments to extend credit | [1],[3] | 2,279,000 | 383,000 |
Standby letters of credit | [2],[3] | $ 785,000 | $ 740,000 |
[1] | 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, 2017 and December 31, 2016, Pinnacle Financial included in other liabilities $2.3 million and $383,000, respectively, representing the inherent risks associated with these off-balance sheet commitments. | ||
[2] | At September 30, 2017 and December 31, 2016, the fair value of Pinnacle Financial's standby letters of credit was $785,000 and $740,000, respectively. This amount represents the unamortized fee associated with these standby letters of credit and is included in the consolidated balance sheet of Pinnacle Financial and is believed to approximate fair value. This fair value will decrease over time as the existing standby letters of credit approach their expiration dates. | ||
[3] | 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. |
Regulatory Matters (Details)
Regulatory Matters (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)$ / shares | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Preceding period of retained earnings used in calculation of dividend payable | 2 years | |
Quarterly common stock dividend (in dollar per share) | $ / shares | $ 0.14 | |
Pinnacle Financial | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Cash dividends paid to Pinnacle Financial by Pinnacle Bank | $ 38,100 | |
Actual | ||
Total capital to risk weighted assets | 2,242,099 | |
Tier I capital to risk weighted assets | 1,703,298 | |
Common Equity Tier I capital to risk weighted assets | 1,703,175 | |
Tier I capital to average assets | $ 1,703,298 | [1] |
Actual | ||
Total capital to risk weighted assets (as percent) | 12.30% | |
Tier I capital to risk weighted assets (as percent) | 9.40% | |
Common Equity Tier I capital to risk weighted assets (as percent) | 9.40% | |
Tier I capital to average assets (as percent) | 8.90% | [1] |
Minimum Capital Requirement | ||
Total capital to risk weighted assets | $ 1,453,181 | |
Tier I capital to risk weighted assets | 1,089,886 | |
Common Equity Tier I capital | 817,414 | |
Tier I capital to average assets | $ 769,125 | [1] |
Minimum Capital Requirement | ||
Total capital to risk weighted assets (as percent) | 8.00% | |
Tier I capital to risk weighted assets (as percent) | 6.00% | |
Common Equity Tier I capital to risk weighted assets (as percent) | 4.50% | |
Tier I capital to average assets (as percent) | 4.00% | [1] |
Pinnacle Bank | ||
Actual | ||
Total capital to risk weighted assets | $ 2,129,643 | |
Tier I capital to risk weighted assets | 1,933,754 | |
Common Equity Tier I capital to risk weighted assets | 1,933,631 | |
Tier I capital to average assets | $ 1,933,754 | [1] |
Actual | ||
Total capital to risk weighted assets (as percent) | 11.80% | |
Tier I capital to risk weighted assets (as percent) | 10.70% | |
Common Equity Tier I capital to risk weighted assets (as percent) | 10.70% | |
Tier I capital to average assets (as percent) | 10.10% | [1] |
Minimum Capital Requirement | ||
Total capital to risk weighted assets | $ 1,449,329 | |
Tier I capital to risk weighted assets | 1,086,997 | |
Common Equity Tier I capital | 815,247 | |
Tier I capital to average assets | $ 767,531 | [1] |
Minimum Capital Requirement | ||
Total capital to risk weighted assets (as percent) | 8.00% | |
Tier I capital to risk weighted assets (as percent) | 6.00% | |
Common Equity Tier I capital to risk weighted assets (as percent) | 4.50% | |
Tier I capital to average assets (as percent) | 4.00% | [1] |
Minimum To Be Well-Capitalized | ||
Total capital to risk weighted assets | $ 1,811,661 | |
Tier I capital to risk weighted assets | 1,449,329 | |
Common Equity Tier I capital to risk weighted assets | 1,177,580 | |
Tier I capital to average assets | $ 959,414 | [1] |
Minimum To Be Well-Capitalized | ||
Total capital to risk weighted assets (as percent) | 10.00% | |
Tier I capital to risk weighted assets (as percent) | 8.00% | |
Common Equity Tier I capital to risk weighted assets (as percent) | 6.50% | |
Tier I capital to average assets (as percent) | 5.00% | [1] |
[1] | Average assets for the above calculations were based on the most recent quarter. |
Subordinated Debt and Other b66
Subordinated Debt and Other borrowings - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($)subsidiary | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Number of wholly owned subsidiaries | subsidiary | 12 | |
Term | 30 years | |
Subordinated debt and other borrowings | $ 465,460,556 | $ 350,768,050 |
BNC Bancorp | BNC Subordinated Notes Assumed Due October 2024 | ||
Debt Instrument [Line Items] | ||
Subordinated debt and other borrowings | $ 60,000,000 | |
Issuance date | Sep. 1, 2014 | |
Maturity date | Oct. 31, 2024 | |
Interest rate (as percent) | 5.50% | |
BNC Bancorp | BNC Subordinated Notes Assumed Due October 2024 | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, term of variable rate | 3 months | |
Variable rate basis description | Libor + 3.59 | |
Debt instrument, basis spread on variable rate (as percent) | 3.59% | |
BNC Bancorp | BNC Subordinated Notes Assumed Due October 2023 | ||
Debt Instrument [Line Items] | ||
Subordinated debt and other borrowings | $ 10,600,000 | |
Maturity date | Oct. 15, 2023 | |
Interest rate (as percent) | 5.61% | |
Loan face amount | $ 50,500,000 | |
BNC Bancorp | BNC Subordinated Notes Assumed Due October 2023 | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate (as percent) | 5.00% | |
BNC Bancorp | BNC Subordinated Notes Assumed Due October 2023 | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate (as percent) | 9.50% | |
BNC Bancorp | BNC Subordinated Notes Assumed Due October 2023 | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, term of variable rate | 30 days | |
Variable rate basis description | Libor + 5.00% | |
Debt instrument, basis spread on variable rate (as percent) | 5.00% |
Subordinated Debt and Other b67
Subordinated Debt and Other borrowings (Details) | 9 Months Ended | ||
Sep. 30, 2017USD ($)subsidiary | Dec. 31, 2016USD ($) | ||
Debt Instrument [Line Items] | |||
Total Debt Outstanding | $ 465,460,556 | $ 350,768,050 | |
Debt issuance costs and fair value adjustments | $ (8,064,000) | ||
Number of wholly owned subsidiaries | subsidiary | 12 | ||
Term | 30 years | ||
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Date Established | [1] | Mar. 29, 2016 | |
Maturity | [1] | Mar. 27, 2018 | |
Total Debt Outstanding | [1] | $ 0 | |
Interest Rate (as percent) | [1] | 0.00% | |
Maximum borrowing capacity | $ 75,000,000 | ||
Pinnacle Statutory Trust I | |||
Debt Instrument [Line Items] | |||
Date Established | Dec. 29, 2003 | ||
Maturity | Dec. 30, 2033 | ||
Total Debt Outstanding | $ 10,310,000 | ||
Interest Rate (as percent) | 4.12% | ||
Coupon Structure | 30-day LIBOR + 2.80% | ||
Debt instrument, basis spread on variable rate (as percent) | 2.80% | ||
Pinnacle Statutory Trust II | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 15, 2005 | ||
Maturity | Sep. 30, 2035 | ||
Total Debt Outstanding | $ 20,619,000 | ||
Interest Rate (as percent) | 2.74% | ||
Coupon Structure | 30-day LIBOR + 1.40% | ||
Debt instrument, basis spread on variable rate (as percent) | 1.40% | ||
Pinnacle Statutory Trust III | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 7, 2006 | ||
Maturity | Sep. 30, 2036 | ||
Total Debt Outstanding | $ 20,619,000 | ||
Interest Rate (as percent) | 2.99% | ||
Coupon Structure | 30-day LIBOR + 1.65% | ||
Debt instrument, basis spread on variable rate (as percent) | 1.65% | ||
Pinnacle Statutory Trust IV | |||
Debt Instrument [Line Items] | |||
Date Established | Oct. 31, 2007 | ||
Maturity | Sep. 30, 2037 | ||
Total Debt Outstanding | $ 30,928,000 | ||
Interest Rate (as percent) | 4.17% | ||
Coupon Structure | 30-day LIBOR + 2.85% | ||
Debt instrument, basis spread on variable rate (as percent) | 2.85% | ||
BNC Capital Trust I | |||
Debt Instrument [Line Items] | |||
Date Established | Apr. 3, 2003 | ||
Maturity | Apr. 15, 2033 | ||
Total Debt Outstanding | $ 5,155,000 | ||
Interest Rate (as percent) | 4.55% | ||
Coupon Structure | 30-day LIBOR + 3.25% | ||
Debt instrument, basis spread on variable rate (as percent) | 3.25% | ||
BNC Capital Trust II | |||
Debt Instrument [Line Items] | |||
Date Established | Mar. 11, 2004 | ||
Maturity | Apr. 7, 2034 | ||
Total Debt Outstanding | $ 6,186,000 | ||
Interest Rate (as percent) | 4.15% | ||
Coupon Structure | 30-day LIBOR + 2.85% | ||
Debt instrument, basis spread on variable rate (as percent) | 2.85% | ||
BNC Capital Trust III | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 23, 2004 | ||
Maturity | Sep. 23, 2034 | ||
Total Debt Outstanding | $ 5,155,000 | ||
Interest Rate (as percent) | 3.70% | ||
Coupon Structure | 30-day LIBOR + 2.40% | ||
Debt instrument, basis spread on variable rate (as percent) | 2.40% | ||
BNC Capital Trust IV | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 27, 2006 | ||
Maturity | Dec. 31, 2036 | ||
Total Debt Outstanding | $ 7,217,000 | ||
Interest Rate (as percent) | 3.04% | ||
Coupon Structure | 30-day LIBOR + 1.70% | ||
Debt instrument, basis spread on variable rate (as percent) | 1.70% | ||
Valley Financial Trust I | |||
Debt Instrument [Line Items] | |||
Date Established | Aug. 5, 2005 | ||
Maturity | Sep. 30, 2035 | ||
Total Debt Outstanding | $ 4,124,000 | ||
Interest Rate (as percent) | 4.43% | ||
Coupon Structure | 30-day LIBOR + 3.10% | ||
Debt instrument, basis spread on variable rate (as percent) | 3.10% | ||
Valley Financial Trust II | |||
Debt Instrument [Line Items] | |||
Date Established | Jun. 6, 2003 | ||
Maturity | Jun. 26, 2033 | ||
Total Debt Outstanding | $ 7,217,000 | ||
Interest Rate (as percent) | 2.74% | ||
Coupon Structure | 30-day LIBOR + 1.49% | ||
Debt instrument, basis spread on variable rate (as percent) | 1.49% | ||
Valley Financial Trust III | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 26, 2005 | ||
Maturity | Dec. 15, 2035 | ||
Total Debt Outstanding | $ 5,155,000 | ||
Interest Rate (as percent) | 3.04% | ||
Coupon Structure | 30-day LIBOR + 1.73% | ||
Debt instrument, basis spread on variable rate (as percent) | 1.73% | ||
Southcoast Capital Trust III | |||
Debt Instrument [Line Items] | |||
Date Established | Dec. 15, 2006 | ||
Maturity | Jan. 30, 2037 | ||
Total Debt Outstanding | $ 10,310,000 | ||
Interest Rate (as percent) | 2.84% | ||
Coupon Structure | 30-day LIBOR + 1.50% | ||
Debt instrument, basis spread on variable rate (as percent) | 1.50% | ||
Pinnacle Bank Subordinated Notes | |||
Debt Instrument [Line Items] | |||
Date Established | [2] | Jul. 30, 2015 | |
Maturity | [2] | Jul. 30, 2025 | |
Total Debt Outstanding | [2] | $ 60,000,000 | |
Interest Rate (as percent) | [2] | 4.88% | |
Coupon Structure | LIBOR + 3.128% | ||
Debt instrument, basis spread on variable rate (as percent) | 3.128% | ||
Debt instrument, term of variable rate | 3 months | ||
Pinnacle Bank Subordinated Notes | |||
Debt Instrument [Line Items] | |||
Date Established | [2] | Mar. 10, 2016 | |
Maturity | [2] | Jul. 30, 2025 | |
Total Debt Outstanding | [2] | $ 70,000,000 | |
Interest Rate (as percent) | [2] | 4.88% | |
Debt instrument, basis spread on variable rate (as percent) | 3.128% | ||
Avenue Subordinated Notes | |||
Debt Instrument [Line Items] | |||
Date Established | [3] | Dec. 29, 2014 | |
Maturity | [3] | Dec. 29, 2024 | |
Total Debt Outstanding | [3] | $ 20,000,000 | |
Interest Rate (as percent) | [3] | 6.75% | |
Coupon Structure | LIBOR + 4.95% | ||
Debt instrument, basis spread on variable rate (as percent) | 4.95% | ||
Debt instrument, term of variable rate | 3 months | ||
Pinnacle Financial Subordinated Notes | |||
Debt Instrument [Line Items] | |||
Date Established | [4] | Nov. 16, 2016 | |
Maturity | [4] | Nov. 16, 2026 | |
Total Debt Outstanding | [4] | $ 120,000,000 | |
Interest Rate (as percent) | [4] | 5.25% | |
Coupon Structure | LIBOR + 3.884% | ||
Debt instrument, basis spread on variable rate (as percent) | 3.884% | ||
Debt instrument, term of variable rate | 3 months | ||
BNC Subordinated Notes | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 25, 2014 | ||
Maturity | Oct. 1, 2024 | ||
Total Debt Outstanding | $ 60,000,000 | ||
Interest Rate (as percent) | 5.50% | ||
BNC Subordinated Note | |||
Debt Instrument [Line Items] | |||
Date Established | Oct. 15, 2013 | ||
Maturity | Oct. 15, 2023 | ||
Total Debt Outstanding | $ 10,530,000 | ||
Interest Rate (as percent) | 6.04% | ||
Coupon Structure | [5] | 30-day LIBOR + 5.00% | |
Debt instrument, basis spread on variable rate (as percent) | [5] | 5.00% | |
BNC Bancorp | BNC Subordinated Notes Assumed Due October 2023 | |||
Debt Instrument [Line Items] | |||
Maturity | Oct. 15, 2023 | ||
Total Debt Outstanding | $ 10,600,000 | ||
Interest Rate (as percent) | 5.61% | ||
Minimum | BNC Bancorp | BNC Subordinated Notes Assumed Due October 2023 | |||
Debt Instrument [Line Items] | |||
Interest Rate (as percent) | 5.00% | ||
Maximum | BNC Bancorp | BNC Subordinated Notes Assumed Due October 2023 | |||
Debt Instrument [Line Items] | |||
Interest Rate (as percent) | 9.50% | ||
[1] | Borrowing capacity on the revolving credit facility is $75.0 million. At September 30, 2017, there was no outstanding balance under this facility. | ||
[2] | Migrates to three month LIBOR + 3.128% beginning July 30, 2020 through the end of the term. | ||
[3] | Migrates to three month LIBOR + 4.95% beginning January 1, 2020 through the end of the term. | ||
[4] | Migrates to three month LIBOR + 3.884% beginning November 16, 2021 through the end of the term. | ||
[5] | Coupon structure includes a floor of 5.0% and a cap of |