Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
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 | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 77,868,340 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and noninterest-bearing due from banks | $ 128,855,000 | $ 176,553,000 |
Interest-bearing due from banks | 238,029,000 | 496,911,000 |
Federal funds sold and other | 1,879,000 | 106,133,000 |
Cash and cash equivalents | 368,763,000 | 779,597,000 |
Securities available-for-sale, at fair value | 2,960,624,000 | 2,515,283,000 |
Securities held-to-maturity (fair value of $20,603 and $20,830 at March 31, 2018 and December 31, 2017, respectively) | 20,677,000 | 20,762,000 |
Consumer loans held-for-sale | 100,231,000 | 103,729,000 |
Commercial loans held-for-sale | 18,625,000 | |
Commercial loans held-for-sale | 18,625,000 | 25,456,000 |
Loans | 16,326,017,000 | 15,633,116,000 |
Less allowance for loan losses | (70,204,000) | (67,240,000) |
Loans, net | 16,255,813,000 | 15,565,876,000 |
Premises and equipment, net | 269,439,000 | 266,014,000 |
Equity method investment | 226,704,000 | 221,667,000 |
Accrued interest receivable | 60,918,000 | 57,440,000 |
Goodwill | 1,808,300,000 | 1,808,002,000 |
Core deposits and other intangible assets | 54,012,000 | 56,710,000 |
Other real estate owned | 23,982,000 | 27,831,000 |
Other assets | 767,086,000 | 757,333,000 |
Total assets | 22,935,174,000 | 22,205,700,000 |
Deposits: | ||
Noninterest-bearing | 4,274,213,000 | 4,381,386,000 |
Interest-bearing | 3,040,154,000 | 2,987,291,000 |
Savings and money market accounts | 6,615,562,000 | 6,548,964,000 |
Time | 2,572,980,000 | 2,534,061,000 |
Total deposits | 16,502,909,000 | 16,451,702,000 |
Securities sold under agreements to repurchase | 131,863,000 | 135,262,000 |
Federal Home Loan Bank advances | 1,976,881,000 | 1,319,909,000 |
Subordinated debt and other borrowings | 465,550,000 | 465,505,000 |
Accrued interest payable | 13,592,000 | 10,480,000 |
Other liabilities | 95,076,000 | 114,890,000 |
Total liabilities | 19,185,871,000 | 18,497,748,000 |
Stockholders' equity: | ||
Preferred stock, no par value; 10,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, par value $1.00; 90,000 shares authorized; 77,853 and 77,740 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 77,853,000 | 77,740,000 |
Additional paid-in capital | 3,115,990,000 | 3,115,304,000 |
Retained earnings | 591,680,000 | 519,144,000 |
Accumulated other comprehensive loss, net of taxes | (36,220,000) | (4,236,000) |
Total stockholders' equity | 3,749,303,000 | 3,707,952,000 |
Total liabilities and stockholders' equity | $ 22,935,174,000 | $ 22,205,700,000 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Securities held-to-maturity, fair value | $ 20,603,000 | $ 20,830,000 |
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) | 77,853,000 | 77,740,000 |
Common stock, shares outstanding (in shares) | 77,853,000 | 77,740,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Interest income: | ||
Loans, including fees | $ 191,214,000 | $ 93,218,000 |
Securities: | ||
Taxable | 11,222,000 | 6,433,000 |
Tax-exempt | 7,285,000 | 1,678,000 |
Federal funds sold and other | 1,807,000 | 814,000 |
Total interest income | 211,528,000 | 102,143,000 |
Interest expense: | ||
Deposits | 23,981,000 | 8,119,000 |
Securities sold under agreements to repurchase | 130,000 | 50,000 |
Federal Home Loan Bank advances and other borrowings | 12,946,000 | 5,207,000 |
Total interest expense | 37,057,000 | 13,376,000 |
Net interest income | 174,471,000 | 88,767,000 |
Provision for loan losses | 6,931,000 | 3,651,000 |
Net interest income after provision for loan losses | 167,540,000 | 85,116,000 |
Noninterest income: | ||
Service charges on deposit accounts | 5,820,000 | 3,856,000 |
Investment services | 5,107,000 | 2,822,000 |
Insurance sales commissions | 3,119,000 | 1,859,000 |
Gain on mortgage loans sold, net | 3,744,000 | 4,155,000 |
Gain on sale of investment securities, net | 30,000 | 0 |
Trust fees | 3,117,000 | 1,705,000 |
Income from equity method investment | 9,360,000 | 7,823,000 |
Other noninterest income | 13,886,000 | 8,162,000 |
Total noninterest income | 44,183,000 | 30,382,000 |
Noninterest expense: | ||
Salaries and employee benefits | 63,719,000 | 38,352,000 |
Equipment and occupancy | 17,743,000 | 9,675,000 |
Other real estate expense (income) | (794,000) | 252,000 |
Marketing and other business development | 2,247,000 | 1,879,000 |
Postage and supplies | 2,039,000 | 1,197,000 |
Amortization of intangibles | 2,698,000 | 1,196,000 |
Merger related expense | 5,353,000 | 672,000 |
Other noninterest expense | 15,575,000 | 8,831,000 |
Total noninterest expense | 108,580,000 | 62,054,000 |
Income before income taxes | 103,143,000 | 53,444,000 |
Income tax expense | 19,633,000 | 13,791,000 |
Net income | $ 83,510,000 | $ 39,653,000 |
Per share information: | ||
Basic net income per common share (in dollars per share) | $ 1.08 | $ 0.83 |
Diluted net income per common share (in dollars per share) | $ 1.08 | $ 0.82 |
Weighted average shares outstanding: | ||
Basic (in shares) | 77,077,957 | 48,022,342 |
Diluted (in shares) | 77,365,664 | 48,517,920 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 83,510,000 | $ 39,653,000 |
Other comprehensive (loss) income, net of tax: | ||
Change in fair value on available-for-sale securities, net of tax | (33,541,000) | (808,000) |
Change in fair value of cash flow hedges, net of tax | 1,579,000 | (143,000) |
Net gain on sale of investment securities reclassified from other comprehensive income into net income, net of tax | (22,000) | 0 |
Total other comprehensive (loss) income, net of tax | (31,984,000) | (951,000) |
Total comprehensive income | $ 51,526,000 | $ 38,702,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comp. Income (Loss), net |
Balance at Dec. 31, 2016 | $ 1,496,696,000 | $ 46,359,000 | $ 1,083,491,000 | $ 381,073,000 | $ (14,227,000) |
Balance (in shares) at Dec. 31, 2016 | 46,359,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of employee common stock options and related tax benefits | 2,961,000 | $ 149,000 | 2,812,000 | ||
Exercise of employee common stock options and related tax benefits (in shares) | 149,000 | ||||
Common dividends paid | (7,025,000) | (7,025,000) | |||
Issuance of restricted common shares, net of forfeitures | 0 | $ 119,000 | (119,000) | ||
Issuance of restricted common shares, net of forfeitures (in shares) | 119,000 | ||||
Issuance of common equity, net of costs | 192,194,000 | $ 3,220,000 | 188,974,000 | ||
Issuance of common equity, net of costs (in shares) | 3,220,000 | ||||
Restricted shares withheld for taxes and related tax benefit | (3,926,000) | $ (57,000) | (3,869,000) | ||
Restricted shares withheld for taxes (in shares) | (57,000) | ||||
Compensation expense for restricted shares | 3,474,000 | 3,474,000 | |||
Net income | 39,653,000 | 39,653,000 | |||
Other comprehensive loss | (951,000) | (951,000) | |||
Balance at Mar. 31, 2017 | 1,723,076,000 | $ 49,790,000 | 1,274,763,000 | 413,701,000 | (15,178,000) |
Balance (in shares) at Mar. 31, 2017 | 49,790,000 | ||||
Balance at Dec. 31, 2017 | 3,707,952,000 | $ 77,740,000 | 3,115,304,000 | 519,144,000 | (4,236,000) |
Balance (in shares) at Dec. 31, 2017 | 77,740,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of employee common stock options and related tax benefits | 1,616,000 | $ 87,000 | 1,529,000 | ||
Exercise of employee common stock options and related tax benefits (in shares) | 87,000 | ||||
Common dividends paid | (10,974,000) | (10,974,000) | |||
Issuance of restricted common shares, net of forfeitures | 0 | $ 106,000 | (106,000) | ||
Issuance of restricted common shares, net of forfeitures (in shares) | 106,000 | ||||
Restricted shares withheld for taxes and related tax benefit | (5,265,000) | $ (80,000) | (5,185,000) | ||
Restricted shares withheld for taxes (in shares) | (80,000) | ||||
Compensation expense for restricted shares | 4,448,000 | 4,448,000 | |||
Net income | 83,510,000 | 83,510,000 | |||
Other comprehensive loss | (31,984,000) | (31,984,000) | |||
Balance at Mar. 31, 2018 | $ 3,749,303,000 | $ 77,853,000 | $ 3,115,990,000 | $ 591,680,000 | $ (36,220,000) |
Balance (in shares) at Mar. 31, 2018 | 77,853,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net income | $ 83,510,000 | $ 39,653,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Net amortization/accretion of premium/discount on securities | 4,775,000 | 1,978,000 |
Depreciation, amortization and accretion | (6,181,000) | (429,000) |
Provision for loan losses | 6,931,000 | 3,651,000 |
Gain on mortgage loans sold, net | (3,744,000) | (4,155,000) |
Gain (Loss) on Sale of Investments | 30,000 | 0 |
Stock-based compensation expense | 4,448,000 | 3,474,000 |
Deferred tax expense | 8,513,000 | 8,699,000 |
Losses (gains) on dispositions of other real estate and other investments | (481,000) | 80,000 |
Income from equity method investment | (9,360,000) | (7,823,000) |
Excess tax benefit from stock compensation | (2,681,000) | (3,760,000) |
Gain on other loans sold, net | (936,000) | (187,000) |
Other loans held for sale: | ||
Loans originated | (80,193,000) | (36,888,000) |
Loans sold | 87,960,000 | 44,308,000 |
Consumer loans held for sale: | ||
Loans originated | (247,025,000) | (179,473,000) |
Loans sold | 254,266,000 | 160,740,000 |
Increase in other assets | (4,639,000) | (136,000) |
Decrease in other liabilities | (13,901,000) | (24,386,000) |
Net cash provided by operating activities | 85,556,000 | 7,796,000 |
Activities in securities available-for-sale: | ||
Purchases | (590,328,000) | (334,875,000) |
Sales | 14,454,000 | 0 |
Maturities, prepayments and calls | 81,737,000 | 50,445,000 |
Activities in securities held-to-maturity: | ||
Maturities, prepayments and calls | 0 | 145,000 |
Increase in loans, net | (683,710,000) | (193,557,000) |
Purchases of software, premises and equipment | (8,806,000) | (11,446,000) |
Proceeds from sales of software, premises and equipment | 164,000 | 0 |
Purchase of bank owned life insurance policies | 0 | (25,000,000) |
Dividends received from equity method investment | 4,324,000 | 2,450,000 |
Increase in other investments | (836,000) | (640,000) |
Net cash used in investing activities | (1,187,325,000) | (514,928,000) |
Financing activities: | ||
Net increase in deposits | 52,039,000 | 521,563,000 |
Net decrease in securities sold under agreements to repurchase | (3,398,000) | (14,549,000) |
Advances from Federal Home Loan Bank: | ||
Issuances | 762,000,000 | 0 |
Payments/maturities | (105,014,000) | (225,020,000) |
Increase (decrease) in other borrowings, net | (30,000) | 50,000,000 |
Principal payments of capital lease obligation | (39,000) | (36,000) |
Proceeds from common stock issuance, net | 0 | 192,194,000 |
Exercise of common stock options and stock appreciation rights, net of repurchase of restricted shares | (3,649,000) | (966,000) |
Common stock dividends paid | (10,974,000) | (7,025,000) |
Net cash provided by financing activities | 690,935,000 | 516,161,000 |
Net increase (decrease) in cash and cash equivalents | (410,834,000) | 9,029,000 |
Cash and cash equivalents, beginning of period | 779,597,000 | 183,645,000 |
Cash and cash equivalents, end of period | $ 368,763,000 | $ 192,674,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies Nature of Business — Pinnacle Financial Partners, Inc. (Pinnacle Financial) is a bank holding company whose primary business is conducted by its wholly-owned subsidiary, Pinnacle Bank. Pinnacle Bank is a commercial bank headquartered in Nashville, Tennessee. Pinnacle Financial completed its acquisitions of CapitalMark Bank & Trust (CapitalMark), Magna Bank (Magna), Avenue Financial Holdings, Inc. (Avenue) and BNC Bancorp (BNC) on July 31, 2015, September 1, 2015, July 1, 2016 and June 16, 2017, respectively. Pinnacle Financial and Pinnacle Bank also collectively hold a 49% interest in Bankers Healthcare Group, LLC (BHG), a full-service commercial loan provider to healthcare and other professional practices. Pinnacle Bank provides a full range of banking services, including investment, mortgage, insurance, and comprehensive wealth management services, in its 11 primarily urban markets within Tennessee, the Carolinas and Virginia. In addition to the offices in those primary markets, Pinnacle Financial has recently opened loan production offices in Indiana and Texas. 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, 2017 (2017 10-K). These consolidated financial statements include the accounts of Pinnacle Financial and its wholly-owned subsidiaries. Certain statutory trust affiliates of Pinnacle Financial, as noted in Note 12. Subordinated Debt and Other Borrowings are included in these consolidated financial statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for loan losses, determination of any impairment of intangible assets and the valuation of deferred tax assets. There have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in the 2017 10-K. Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for each of the three months ended March 31, 2018 and March 31, 2017 was as follows (in thousands): For the three months ended 2018 2017 Cash Transactions: Interest paid $ 34,909 $ 13,667 Income taxes paid, net 425 230 Noncash Transactions: Loans charged-off to the allowance for loan losses 8,669 5,162 Loans foreclosed upon and transferred to other real estate owned 232 1,498 Loans foreclosed upon and transferred to other assets 392 3 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 months ended March 31, 2018 and 2017 (in thousands, except per share data): Three months ended 2018 2017 Basic net income per share calculation: Numerator - Net income $ 83,510 $ 39,653 Denominator - Weighted average common shares outstanding 77,078 48,022 Basic net income per common share $ 1.08 $ 0.83 Diluted net income per share calculation: Numerator – Net income $ 83,510 $ 39,653 Denominator - Weighted average common shares outstanding 77,078 48,022 Dilutive shares contingently issuable 288 496 Weighted average diluted common shares outstanding 77,366 48,518 Diluted net income per common share $ 1.08 $ 0.82 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 August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The amendments in this ASU make more financial and non-financial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. The amendments will be effective for public companies for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. Pinnacle Financial early adopted this standard in early 2018 and subsequently entered into two derivative contracts under this standard, as noted in Note 9. Derivative Instruments . In March 2017, the FASB issued Accounting Standards Update No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities . The amendment in this ASU shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. The amendment does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted with modified retrospective application. Pinnacle Financial elected to early adopt this standard in the first quarter of 2018 with no material impact to its financial statements. In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230) intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. The guidance is effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted with retrospective application. Pinnacle Financial adopted this standard in the first quarter of 2018 with no material impact to its financial statements, with the exception of dividends received from our equity method investments which were reclassified from cash flow from investments to operating cash flow. In January 2016, the FASB issued Accounting Standards Update 2016-01 Financial Instruments – Overall (Subtopic 825-10) which, among other things, (i) requires equity investments, excluding those accounted for under the equity method or that result in consolidation, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU 2016-01 became effective for Pinnacle Financial in the first quarter of 2018 and did not have a material impact on our financial statements. See Note 10. Fair Value of Financial Instruments for disclosure of the fair value of financial instruments based on an exit price notion as required by ASU 2016-01. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606 ) developed as a joint project with the International Accounting Standards Board to remove inconsistencies in revenue requirements and provide a more robust framework for addressing revenue issues. The ASU's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14 , which deferred the effective date by one year (i.e., interim and annual reporting periods beginning after December 15, 2017). Early adoption is permitted, but not before the original effective date (i.e., interim and annual reporting periods beginning after December 15, 2016). The ASU may be adopted using either a modified retrospective method or a full retrospective method. Pinnacle Financial adopted the ASU during the first quarter of 2018, as required, using a modified retrospective approach. The majority of Pinnacle Financial's revenue stream is generated from interest income on loans and deposits, which are outside the scope of Topic 606. Pinnacle Financial’s sources of income that fall within the scope of Topic 606 include service charges on deposits, investment services, insurance sales commissions, trust fees, interchange fees and gains and losses on sales of other real estate, all of which are presented within noninterest income. Pinnacle Financial has evaluated the effect of Topic 606 on these fee-based income streams and concluded that adoption of the standard did not materially impact its financial statements. The following is a summary of the implementation considerations for the revenue streams that fall within the scope of Topic 606: • Service charges on deposits, investment services, trust fees and interchange fees — Fees from these services are either transaction based, for which the performance obligations are satisfied when the individual transaction is processed, or set periodic service charges, for which the performance obligations are satisfied over the period the service is provided. Transaction based fees are recognized at the time the transaction is processed, and periodic service charges are recognized over the service period. The adoption of Topic 606 had no impact on Pinnacle Financial's revenue recognition practice for these services. • Insurance sales commissions — Insurance commissions are received from insurance companies in return for the placement of policies with customers. While additional services, such as claims assistance, may be provided over the term of the policy, the revenues are substantially earned at the time of policy placement. The only contingency in earning the revenue relates to the potential for subsequent cancellation of policies. Accordingly, revenue is recognized at the time of policy placement, net of an allowance for estimated policy cancellations. The adoption of Topic 606 had no impact on Pinnacle Financial's revenue recognition related to insurance sales commissions. • Gains on sales of other real estate — ASU 2014-09 creates Topic 610-20, under which a gain on sale should be recognized when a contract for sale exists and control of the asset has been transferred to the buyer. Topic 606 list several criteria which must exist to conclude that a contract for sale exists, including a determination that the institution will collect substantially all of the consideration to which it is entitled. This presents a key difference between the current and new guidance related to the recognition of the gain when the institution finances the sale of the property. Rather than basing recognition on the amount of the buyer's initial investment, which was the primary consideration under prior guidance, the analysis is now based on various factors including not only the loan to value, but also the credit quality of the borrower, the structure of the loan, and any other factors that may affect collectability. While these differences may affect the decision to recognize or defer gains on sales of other real estate in circumstances where Pinnacle Financial has financed the sale, the effects would not be material to its financial statements. 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 March 31, 2018 through the date of the issued financial statements. Following early adoption of ASU 2017-12 as noted above, Pinnacle Financial entered into a derivative transaction on April 10, 2018 that has been more fully disclosed in Note 9. Derivative Instruments . Other than the above-noted transaction, no other subsequent events were noted. On April 17, 2018, Pinnacle Financial's shareholders approved an amendment to Pinnacle Financial's Charter to increase the number of authorized shares of capital stock from 100,000,000 to 190,000,000 shares, in both instances 10,000,000 of which are reserved for issuance as preferred stock. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2. Acquisitions BNC Bancorp. On June 16, 2017, Pinnacle Financial consummated its merger with BNC. Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 22, 2017, by and between Pinnacle Financial and BNC, BNC merged with and into Pinnacle Financial, with Pinnacle Financial continuing as the surviving corporation (the BNC Merger). On that same day, Pinnacle Bank and Bank of North Carolina, BNC's wholly-owned bank subsidiary, merged, with Pinnacle Bank continuing as the surviving entity. The following summarizes the consideration paid and presents a preliminary allocation of purchase price to net assets acquired (in thousands): Number of Shares Amount Equity consideration: Common stock issued 27,687,100 $ 1,858,133 Total equity consideration $ 1,858,133 Non-equity consideration: Cash paid to redeem common stock $ 129 Total consideration paid $ 1,858,262 Allocation of total consideration paid: Fair value of net assets assumed including estimated identifiable intangible assets $ 601,509 Goodwill 1,256,753 $ 1,858,262 Pinnacle Financial recorded costs incurred in connection with the issuance of Pinnacle Financial common stock resulting from the BNC Merger of $7.2 million , net of related tax benefits, as a reduction to additional paid in capital. Certain merger-related 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 $83.2 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. (in thousands) As of June 16, 2017 BNC Historical Cost Basis Fair Value Adjustments (1) As Recorded by Pinnacle Financial Assets Cash and cash equivalents $ 155,271 $ — $ 155,271 Investment securities 643,875 1,667 645,542 Loans (2) 5,782,720 (181,430 ) 5,601,290 Mortgage loans held for sale 27,026 — 27,026 Other real estate owned (3) 20,143 645 20,788 Core deposit and other intangible (4) — 50,422 50,422 Property, plant and equipment (5) 156,805 (3,341 ) 153,464 Other assets (6) 320,988 53,614 374,602 Total Assets $ 7,106,828 $ (78,423 ) $ 7,028,405 Liabilities Interest-bearing deposits (7) $ 5,003,653 $ 4,355 $ 5,008,008 Non-interest bearing deposits 1,199,342 — 1,199,342 Borrowings (8) 183,389 (6,412 ) 176,977 Other liabilities (9) 35,729 6,840 42,569 Total Liabilities $ 6,422,113 $ 4,783 $ 6,426,896 Net Assets Acquired $ 684,715 $ (83,206 ) $ 601,509 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 assessments. (2) The amount represents the adjustment of the net book value of BNC's loans to their estimated fair value based on interest rates and expected cash flows as of the date of acquisition, which includes estimates of expected credit losses inherent in the portfolio of approximately 2.6% of the 3.1% mark on the acquired loan portfolio. (3) 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) The amount represents the adjustment of the net book value of BNC's property, plant and equipment to estimated fair value based on market values of similar assets. (6) The amount represents the deferred tax asset recognized on the fair value adjustment of BNC's acquired assets and assumed liabilities. (7) The amount represents the adjustment necessary because the weighted average interest rate of BNC's deposits exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio. (8) The amount represents the combined adjustment necessary because the weighted average interest rate of BNC's subordinated debt issuance exceeded the cost of similar funding at the time of acquisition and because the weighted average interest rate of BNC's trust preferred securities issuances was lower than the cost of similar funding at the time of acquisition. The combined fair value adjustments will be amortized to increase future interest expense over the lives of the instruments. (9) The amount represents the adjustment to accrue obligations that existed but had not been recorded as of the acquisition date and the fair value of BNC lease obligations. Supplemental Pro Forma Combined Results of Operations The supplemental proforma information below for the three months ended March 31, 2017 gives effect to the BNC acquisition as if it had occurred on January 1, 2017. These results combine the historical results of BNC into Pinnacle Financial's consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair value adjustments, they are not indicative of what would have occurred had the BNC Merger taken place on the indicated date nor are they intended to represent or be indicative of future results of operations. In particular, no adjustments have been made to eliminate the amount of BNC's provision for credit losses for the first three months of 2017 that may not have been necessary had the acquired loans been recorded at fair value as of the beginning of 2017. Additionally, these financial statements were not adjusted for non-recurring expenses, such as merger-related 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 March 31, (dollars in thousands) 2017 Revenue (1) $ 219,665 Income before income taxes $ 74,999 ______________________ (1) Net interest income plus noninterest income. |
Equity method investment
Equity method investment | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investment | Note 3. Equity method investment A summary of BHG's financial position as of March 31, 2018 and December 31, 2017 and results of operations as of and for the three months ended March 31, 2018 and 2017 , were as follows (in thousands): As of March 31, 2018 December 31, 2017 Assets $ 340,760 $ 330,030 Liabilities 232,978 224,837 Membership interests 107,782 105,193 Total liabilities and membership interests $ 340,760 $ 330,030 For the three months ended 2018 2017 Revenues $ 43,750 $ 34,235 Net income $ 19,003 $ 16,012 At March 31, 2018 , technology, trade name and customer relationship intangibles, net of related amortization, totaled $12.7 million compared to $13.4 million as of December 31, 2017 . Amortization expense of $693,000 was included for the three months ended March 31, 2018 compared to $832,000 for the same period in the prior year. Accretion income of $742,000 was included in the three months ended March 31, 2018 compared to $806,000 for the same period in the prior year. During the three months ended March 31, 2018 , Pinnacle Financial and Pinnacle Bank received dividends from BHG of $4.3 million in the aggregate compared to $2.5 million for the same period in the prior year. Earnings from BHG are included in Pinnacle Financial's consolidated tax return. Profits from intercompany transactions are eliminated. No loans were purchased from BHG by Pinnacle Bank for the three month periods ended March 31, 2018 or 2017, respectively. |
Securities
Securities | 3 Months Ended |
Mar. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Securities | Note 4. Securities The amortized cost and fair value of securities available-for-sale and held-to-maturity at March 31, 2018 and December 31, 2017 are summarized as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value March 31, 2018: Securities available-for-sale: U.S. Treasury securities $ 31,002 $ — $ 56 $ 30,946 U.S. government agency securities 176,305 43 2,905 173,443 Mortgage-backed securities 1,302,274 4,393 29,394 1,277,273 State and municipal securities 1,206,777 3,890 18,202 1,192,465 Asset-backed securities 204,800 377 505 204,672 Corporate notes and other 81,860 868 903 81,825 $ 3,003,018 $ 9,571 $ 51,965 $ 2,960,624 Securities held-to-maturity: State and municipal securities $ 20,677 $ 46 $ 120 $ 20,603 $ 20,677 $ 46 $ 120 $ 20,603 December 31, 2017: Securities available-for-sale: U.S. Treasury securities $ 30,505 $ — $ 60 $ 30,445 U.S. government agency securities 182,500 67 1,766 180,801 Mortgage-backed securities 1,270,625 5,318 12,124 1,263,819 State and municipal securities 774,949 12,251 2,588 784,612 Asset-backed securities 173,346 262 316 173,292 Corporate notes and other 81,615 1,346 647 82,314 $ 2,513,540 $ 19,244 17,501 $ 2,515,283 Securities held-to-maturity: State and municipal securities $ 20,762 $ 114 $ 46 $ 20,830 $ 20,762 $ 114 $ 46 $ 20,830 At March 31, 2018 , approximately $1.4 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 March 31, 2018 , repurchase agreements comprised of secured borrowings totaled $131.9 million and were secured by $131.9 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 March 31, 2018 by contractual maturity are shown below. Actual maturities may differ from contractual maturities of mortgage- and asset-backed securities since the mortgages and assets underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories in the following summary (in thousands): Available-for-sale Held-to-maturity March 31, 2018: Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ — $ — $ — $ — Due in one year to five years 96,941 97,087 7,496 7,489 Due in five years to ten years 177,898 177,231 10,385 10,316 Due after ten years 1,221,105 1,204,361 2,796 2,798 Mortgage-backed securities 1,302,274 1,277,273 — — Asset-backed securities 204,800 204,672 — — $ 3,003,018 $ 2,960,624 $ 20,677 $ 20,603 At March 31, 2018 and December 31, 2017 , the following investments had unrealized losses. The table below classifies these investments according to the term of the unrealized losses of less than twelve months or twelve months or longer (in thousands): Investments with an Unrealized Loss of less than 12 months Investments with an Unrealized Loss of 12 months or longer Total Investments with an Unrealized Loss Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses At March 31, 2018 U.S. Treasury securities $ 30,697 $ 56 $ — $ — $ 30,697 $ 56 U.S. government agency securities 145,967 2,904 248 1 146,215 2,905 Mortgage-backed securities 779,194 17,392 297,735 12,002 1,076,929 29,394 State and municipal securities 863,010 15,987 47,894 2,335 910,904 18,322 Asset-backed securities 79,428 449 9,482 56 88,910 505 Corporate notes 31,880 754 11,697 149 43,577 903 Total temporarily-impaired securities $ 1,930,176 $ 37,542 $ 367,056 $ 14,543 $ 2,297,232 $ 52,085 At December 31, 2017 U.S. Treasury securities $ 29,948 $ 60 $ — $ — $ 29,948 $ 60 U.S. government agency securities 173,677 1,766 — — 173,677 1,766 Mortgage-backed securities 607,408 5,042 285,561 7,082 892,969 12,124 State and municipal securities 115,403 1,408 50,083 1,226 165,486 2,634 Asset-backed securities 68,742 198 14,136 118 82,878 316 Corporate notes 22,168 547 11,944 100 34,112 647 Total temporarily-impaired securities $ 1,017,346 $ 9,021 $ 361,724 $ 8,526 $ 1,379,070 $ 17,547 The applicable dates for determining when securities were in an unrealized loss position were March 31, 2018 and December 31, 2017 . As such, it is possible that a security had a market value that exceeded its amortized cost on other days during the past twelve-month pe riods ended March 31, 2018 and December 31, 2017 , but is not 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 March 31, 2018 , Pinnacle Financial had approximately $52.1 million in unrealized losses on $2.30 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 March 31, 2018 , and it is not more-likely-than-not that Pinnacle Financial will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, Pinnacle Financial does not consider these securities to be other-than-temporarily impaired at March 31, 2018 . Periodically, available-for-sale securities may be sold or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes. Additionally, if an available-for-sale security loses its investment grade or tax-exempt status, the underlying credit support is terminated or collection otherwise becomes uncertain based on factors known to management, Pinnacle Financial will consider selling the security, but will review each security on a case-by-case basis as these factors become known. Consistent with the investment policy, during the first quarter of 2018 available-for-sale securities of approximately $14.5 million were sold and net unrealized gains, net of tax, of $22,000 were reclassified from accumulated other comprehensive income into net income. The carrying values of Pinnacle Financial's investment securities could decline in the future if the financial condition of issuers deteriorates and management determines it is probable that Pinnacle Financial will not recover the entire amortized cost bases of the securities. As a result, there is a risk that other-than-temporary impairment charges may occur in the future. Additionally, there is a risk that other-than-temporary impairment charges may occur in the future if management's intention to hold these securities to maturity and/or recovery changes. |
Loans and Allowance for Loan Lo
Loans and Allowance for Loan Losses | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Loans and Allowance for Loan Losses | Note 5. Loans and Allowance for Loan Losses For financial reporting purposes, Pinnacle Financial classifies its loan portfolio based on the underlying collateral utilized to secure each loan. This classification is consistent with those utilized in the Quarterly Report of Condition and Income filed by Pinnacle Bank with the Federal Deposit Insurance Corporation (FDIC). Pinnacle Financial uses five loan categories: commercial real estate mortgage, consumer real estate mortgage, construction and land development, commercial and industrial, and consumer and other. • Commercial real estate mortgage loans . Commercial real estate mortgage loans are categorized as such based on investor exposures where repayment is largely dependent upon the operation, refinance, or sale of the underlying real estate. Commercial real estate mortgage 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 March 31, 2018 , approximately 81.1% 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 March 31, 2018 and December 31, 2017 (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Total March 31, 2018 Pass $ 6,628,989 $ 2,533,268 $ 2,081,071 $ 4,360,699 $ 362,599 $ 15,966,626 Special Mention 76,856 11,661 4,149 33,524 746 126,936 Substandard (1) 63,343 17,307 7,037 74,491 75 162,253 Substandard-nonaccrual 25,100 18,530 3,618 22,172 782 70,202 Doubtful-nonaccrual — — — — — — Total loans $ 6,794,288 $ 2,580,766 $ 2,095,875 $ 4,490,886 $ 364,202 $ 16,326,017 December 31, 2017 Pass $ 6,487,368 $ 2,503,688 $ 1,880,704 $ 4,014,656 $ 351,359 $ 15,237,775 Special Mention 94,134 18,356 8,148 46,898 1,177 168,713 Substandard (1) 72,044 21,053 13,468 62,529 79 169,173 Substandard-nonaccrual 16,064 18,117 5,968 17,258 48 57,455 Doubtful-nonaccrual — — — — — — Total loans $ 6,669,610 $ 2,561,214 $ 1,908,288 $ 4,141,341 $ 352,663 $ 15,633,116 (1) Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators for loans classified as substandard, excluding the impact of nonaccrual loans and troubled debt restructurings. Potential problem loans, which are not included in nonaccrual loans, amounted to approximately $158.1 million at March 31, 2018 , compared to $164.0 million at December 31, 2017 . Loans acquired with deteriorated credit quality are recorded pursuant to the provisions of ASC 310-30, and are referred to as purchase credit impaired loans. The following table provides a rollforward of purchase credit impaired loans from December 31, 2017 through March 31, 2018 (in thousands): Gross Carrying Value Accretable Yield Nonaccretable Yield Net Carrying Value December 31, 2017 $ 74,324 $ (132 ) $ (31,537 ) $ 42,655 Acquisition — — — — Year-to-date settlements (5,298 ) 23 1,491 (3,784 ) March 31, 2018 $ 69,026 $ (109 ) $ (30,046 ) $ 38,871 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 months ended March 31, 2018 , the average balance of impaired loans was $105.0 million compared to $41.1 million for the same period in 2017 . Pinnacle Financial's policy is that the accrual of interest income will be discontinued when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is more than 90 days past due, unless the loan is both well secured and in the process of collection. As such, at the date the above mentioned loans were placed on nonaccrual status, Pinnacle Financial reversed all previously accrued interest income against current year earnings. Pinnacle Financial's policy is that once a loan is placed on nonaccrual status each subsequent payment is reviewed on a case-by-case basis to determine if the payment should be applied to interest or principal pursuant to regulatory guidelines. Pinnacle Financial recognized no interest income from cash payments received on nonaccrual loans during the three months ended March 31, 2018 compared to approximately $49,000 during the three months ended March 31, 2017 . Had these nonaccruing loans been on accruing status, interest income would have been higher by $1.4 million for the three months ended March 31, 2018 compared to $640,000 higher for the three months ended March 31, 2017 . The following table details the recorded investment, unpaid principal balance and related allowance of Pinnacle Financial's impaired loans at March 31, 2018 and December 31, 2017 by loan classification (in thousands): At March 31, 2018 At December 31, 2017 Recorded investment Unpaid principal balances Related allowance Recorded investment Unpaid principal balances Related allowance Collateral dependent impaired loans: Commercial real estate – mortgage $ 36,258 $ 43,809 $ 778 $ 33,073 $ 40,771 $ 38 Consumer real estate – mortgage 5,166 7,233 — 6,314 8,560 115 Construction and land development 5,939 11,537 — 8,513 14,115 6 Commercial and industrial 8,716 14,374 1,262 2,812 8,435 362 Consumer and other — — — — — — Total $ 56,079 $ 76,953 $ 2,040 $ 50,712 $ 71,881 $ 521 Cash flow dependent impaired loans: Commercial real estate – mortgage $ 6,808 $ 9,106 $ 93 $ 5,944 $ 8,237 $ 95 Consumer real estate – mortgage 20,200 23,370 296 19,904 23,387 411 Construction and land development 1,017 1,883 13 3,222 4,184 12 Commercial and industrial 23,451 26,595 152 21,852 26,058 1,278 Consumer and other 782 810 210 — — — Total $ 52,258 $ 61,764 $ 764 $ 50,922 $ 61,866 $ 1,796 Total impaired loans $ 108,337 $ 138,717 $ 2,804 $ 101,634 $ 133,747 $ 2,317 The following table details the average recorded investment and the amount of interest income recognized on a cash basis for the three months ended March 31, 2018 and 2017 , respectively, on Pinnacle Financial's impaired loans that remain on the balance sheets as of such date (in thousands): For the three months ended 2018 2017 Average recorded investment Interest income recognized Average recorded investment Interest income recognized Collateral dependent impaired loans: Commercial real estate – mortgage $ 34,666 $ — $ 2,100 $ — Consumer real estate – mortgage 5,740 — 2,216 — Construction and land development 7,226 — 2,078 49 Commercial and industrial 5,764 — 6,312 — Consumer and other — — — — Total $ 53,396 $ — $ 12,706 $ 49 Cash flow dependent impaired loans: Commercial real estate – mortgage $ 6,376 $ — $ 2,597 $ — Consumer real estate – mortgage 19,941 — 9,393 — Construction and land development 2,120 — 3,288 — Commercial and industrial 22,669 — 12,440 — Consumer and other 487 — 689 — Total $ 51,593 $ — $ 28,407 $ — Total impaired loans $ 104,989 $ — $ 41,113 $ 49 At March 31, 2018 and December 31, 2017 , there were $6.1 million and $6.6 million , respectively, of troubled debt restructurings that were performing as of their restructure date and which were accruing interest. Troubled commercial loans are restructured by specialists within Pinnacle Bank's Special Assets Group, and all restructurings are approved by committees and credit officers separate and apart from the normal loan approval process. These specialists are charged with reducing Pinnacle Financial's overall risk and exposure to loss in the event of a restructuring by obtaining some or all of the following: improved documentation, additional guaranties, increase in curtailments, reduction in collateral release terms, additional collateral or other similar strategies. The following table outlines the amount of each loan category where troubled debt restructurings were made during the three months ended March 31, 2018 and 2017 (dollars in thousands): Three months ended 2018 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 — — — Construction and land development — — — Commercial and industrial — — — Consumer and other — — — — $ — $ — 2017 Commercial real estate – mortgage — $ — $ — Consumer real estate – mortgage — — — Construction and land development — — — Commercial and industrial 1 3,457 3,457 Consumer and other — — — 1 $ 3,457 $ 3,457 During the three months ended March 31, 2018 and 2017 , Pinnacle Financial did not have any troubled debt restructurings that subsequently defaulted within twelve months of the restructuring. At March 31, 2018 and 2017 , the allowance for loan losses included no allowance and $44,000, respectively, specifically related to accruing troubled debt restructurings, which are classified as impaired loans pursuant to U.S. GAAP, but which loans continued to accrue interest at contractual rates at those dates. In addition to the loan metrics above, Pinnacle Financial analyzes its commercial loan portfolio to determine if a concentration of credit risk exists to any industries. Pinnacle Financial utilizes broadly accepted industry classification systems in order to classify borrowers into various industry classifications. Pinnacle Financial has a credit exposure (loans outstanding plus unfunded lines of credit) exceeding 25% of Pinnacle Bank's total risk-based capital to borrowers in the following industries at March 31, 2018 with the comparative exposures for December 31, 2017 (in thousands): March 31, 2018 Outstanding Principal Balances Unfunded Commitments Total exposure Total Exposure at December 31, Lessors of nonresidential buildings $ 2,879,195 $ 691,591 $ 3,570,786 $ 2,810,951 Lessors of residential buildings 929,097 275,564 1,204,661 884,244 Hotels (except Casino Hotels) and Motels 678,619 195,623 874,242 628,991 Additionally, Pinnacle Financial monitors two ratios regarding construction and commercial real estate lending as part of its concentration management processes. Both ratios are calculated by dividing certain types of loan balances for each of the two categories by Pinnacle Bank’s total risk-based capital. At March 31, 2018 and December 31, 2017 , Pinnacle Bank’s construction and land development loans as a percentage of total risk-based capital were 96.1% and 89.4%, respectively. Non-owner occupied commercial real estate and multifamily loans (including construction and land development loans) as a percentage of total risk-based capital were 306.2% and 297.1% as of March 31, 2018 and December 31, 2017 , respectively. Banking regulations have established guidelines for the construction ratio of less than 100% of total risk-based capital and for the non-owner occupied ratio of less than 300% of total risk-based capital. When a bank’s ratios are in excess of one or both of these guidelines, banking regulations generally require an increased level of monitoring in these lending areas by bank management. At March 31, 2018 Pinnacle Bank slightly exceeded the 300% guideline and has established what it believes to be appropriate controls to monitor Pinnacle Bank's lending in this area. The table below presents past due balances by loan classification and segment at March 31, 2018 and December 31, 2017 , allocated between accruing and nonaccrual status (in thousands): Accruing Nonaccruing March 31, 2018 30-89 days past due and accruing 90 days or more past due and accruing Total past due and accruing Current and accruing Purchase credit impaired Nonaccrual (1) Nonaccruing purchase credit impaired Total loans Commercial real estate: Owner-occupied $ 3,805 $ 5 $ 3,810 $ 2,398,599 $ 4,430 $ 19,935 $ 1,172 $ 2,427,946 All other 6,678 132 6,810 4,343,636 11,903 1,206 2,787 4,366,342 Consumer real estate – mortgage 13,367 19 13,386 2,544,825 4,024 11,336 7,195 2,580,766 Construction and land development 606 3 609 2,088,310 3,339 381 3,236 2,095,875 Commercial and industrial 9,262 589 9,851 4,458,161 702 22,090 82 4,490,886 Consumer and other 4,816 383 5,199 358,221 — 781 1 364,202 Total $ 38,534 $ 1,131 $ 39,665 $ 16,191,752 $ 24,398 $ 55,729 $ 14,473 $ 16,326,017 December 31, 2017 Commercial real estate: Owner-occupied $ 6,772 $ 104 $ 6,876 $ 2,435,819 $ 4,820 $ 11,395 $ 1,105 $ 2,460,015 All other 16,559 — 16,559 4,177,454 12,018 704 2,860 4,209,595 Consumer real estate – mortgage 14,835 1,265 16,100 2,521,748 5,249 9,320 8,797 2,561,214 Construction and land development 4,136 146 4,282 1,894,560 3,478 2,878 3,090 1,908,288 Commercial and industrial 7,406 1,348 8,754 4,114,127 1,154 17,222 84 4,141,341 Consumer and other 6,311 1,276 7,587 345,076 — — — 352,663 Total $ 56,019 $ 4,139 $ 60,158 $ 15,488,784 $ 26,719 $ 41,519 $ 15,936 $ 15,633,116 (1) Approximately $56.3 million and $45.8 million of nonaccrual loans as of March 31, 2018 and December 31, 2017 , respectively, were performing pursuant to their contractual terms at those dates . The following table details the changes in the allowance for loan losses for the three months ended March 31, 2018 and 2017 , respectively, by loan classification (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Unallocated Total Three months ended March 31, 2018: Balance at December 31, 2017 $ 21,188 $ 5,031 $ 8,962 $ 24,863 $ 5,874 $ 1,322 $ 67,240 Charged-off loans (728 ) (336 ) (2 ) (2,540 ) (5,063 ) — (8,669 ) Recovery of previously charged-off loans 1,396 666 565 888 1,187 — 4,702 Provision for loan losses 832 (261 ) 591 3,437 3,478 (1,146 ) 6,931 Balance at March 31, 2018 $ 22,688 $ 5,100 $ 10,116 $ 26,648 $ 5,476 $ 176 $ 70,204 Three months ended March 31, 2017: Balance at December 31, 2016 $ 13,655 $ 6,564 $ 3,624 $ 24,743 $ 9,520 $ 874 $ 58,980 Charged-off loans — (61 ) — (1,158 ) (3,943 ) — (5,162 ) Recovery of previously charged-off loans 6 170 33 140 532 — 881 Provision for loan losses 507 546 784 (813 ) 2,368 259 3,651 Balance at March 31, 2017 $ 14,168 $ 7,219 $ 4,441 $ 22,912 $ 8,477 $ 1,133 $ 58,350 The following table details the allowance for loan losses and recorded investment in loans by loan classification and by impairment evaluation method as of March 31, 2018 and December 31, 2017 , respectively (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Unallocated Total March 31, 2018 Allowance for Loan Losses: Collectively evaluated for impairment $ 21,817 $ 4,804 $ 10,103 $ 25,234 $ 5,266 $ 67,224 Individually evaluated for impairment 764 269 11 1,412 210 2,666 Loans acquired with deteriorated credit quality (1) 107 27 2 2 — 138 Total allowance for loan losses $ 22,688 $ 5,100 $ 10,116 $ 26,648 $ 5,476 $ 176 $ 70,204 Loans: Collectively evaluated for impairment $ 6,751,222 $ 2,555,400 $ 2,088,919 $ 4,458,719 $ 363,420 $ 16,217,680 Individually evaluated for impairment 22,773 14,148 381 31,383 781 69,466 Loans acquired with deteriorated credit quality 20,293 11,218 6,575 784 1 38,871 Total loans $ 6,794,288 $ 2,580,766 $ 2,095,875 $ 4,490,886 $ 364,202 $ 16,326,017 December 31, 2017 Allowance for Loan Losses: Collectively evaluated for impairment $ 20,753 $ 4,460 $ 8,879 $ 23,181 $ 5,874 $ 63,147 Individually evaluated for impairment 95 410 66 1,627 — 2,198 Loans acquired with deteriorated credit quality (1) 340 161 17 55 — 573 Total allowance for loan losses $ 21,188 $ 5,031 $ 8,962 $ 24,863 $ 5,874 $ 1,322 $ 67,240 Loans: Collectively evaluated for impairment $ 6,630,593 $ 2,534,996 $ 1,896,553 $ 4,116,677 $ 352,663 $ 15,531,482 Individually evaluated for impairment 18,214 12,172 5,167 23,426 — 58,979 Loans acquired with deteriorated credit quality 20,803 14,046 6,568 1,238 — 42,655 Total loans $ 6,669,610 $ 2,561,214 $ 1,908,288 $ 4,141,341 $ 352,663 $ 15,633,116 (1) Loans acquired with deteriorated credit quality are recorded at fair value at the time of acquisition. An allowance for loan losses is recorded resulting from subsequent credit deterioration. The adequacy of the allowance for loan losses is assessed at the end of each calendar quarter. The level of the allowance is based upon evaluation of the loan portfolio, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, historical loss experience, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The allowance for loan losses for purchased loans is calculated similarly to the method utilized for legacy Pinnacle Bank loans. Pinnacle Financial's accounting policy is to compare the computed allowance for loan losses for purchased loans on a loan-by-loan basis to any remaining fair value adjustment. If the computed allowance is greater than the remaining fair value adjustment, the excess is added to the allowance for loan losses by a charge to the provision for loan losses. At March 31, 2018 , Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $24.6 million to current directors, executive officers, and their related entities, of which $14.4 million had been drawn upon. At December 31, 2017 , Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $26.4 million to directors, executive officers, and their related entities, of which approximately $16.1 million had been drawn upon. None of these loans to directors, executive officers, and their related entities were impaired at March 31, 2018 or December 31, 2017 . At March 31, 2018 , Pinnacle Financial had approximately $18.6 million in commercial loans held for sale compared to $25.5 million at December 31, 2017, 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 March 31, 2018 , Pinnacle Financial had approximately $99.6 million of mortgage loans held-for-sale compared to approximately $102.7 million at December 31, 2017 . Total loan volumes sold during the three months ended March 31, 2018 were approximately $ 147.1 million compared to approximately $160.7 million for the three months ended March 31, 2017 . During the three months ended March 31, 2018 , Pinnacle Financial recognized $3.7 million in gains on the sale of these loans, net of commissions paid, compared to $4.2 million, net of commissions paid, during the three months ended March 31, 2017 . These mortgage loans held-for-sale are originated internally and are primarily to borrowers in Pinnacle Bank's geographic markets. These sales are typically on a mandatory basis to investors that follow conventional government sponsored entities (GSE) and the Department of Housing and Urban Development/U.S. Department of Veterans Affairs (HUD/VA) guidelines. Each purchaser of a mortgage loan held-for-sale has specific guidelines and criteria for sellers of loans and the risk of credit loss with regard to the principal amount of the loans sold is generally transferred to the purchasers upon sale. While the loans are sold without recourse, the purchase agreements require Pinnacle Bank to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that the loans sold were in breach of these representations or warranties, Pinnacle Bank has obligations to either repurchase the loan for the unpaid principal balance and related investor fees or make the purchaser whole for the economic benefits of the loan. To date, Pinnacle Bank's liability pursuant to the terms of these representations and warranties has been insignificant to Pinnacle Bank. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6. Income Taxes ASC 740, Income Taxes , defines the threshold for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. This section also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties, and includes guidance concerning accounting for income tax uncertainties in interim periods. The unrecognized tax benefit related to uncertain tax positions related to state income tax filings was $2.8 million at March 31, 2018 compared to $1.3 million at March 31, 2017 . No change was recorded to the unrecognized tax benefit related to uncertain tax positions in each of the three month periods ended March 31, 2018 and 2017 . 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 March 31, 2018 there were no interest and penalties recorded in the income statement compared to $18,000 in interest and penalties for the three months ended March 31, 2017 . Pinnacle Financial's effective tax rate for the three months ended March 31, 2018 was 19.0% compared to 25.8% for the three months ended March 31, 2017 . The difference between the effective tax rate and the federal and state income tax statutory rate of 26.14% at March 31, 2018 and 39.23% at March 31, 2017 is primarily due to the reduction in the statutory corporate tax rate following the enactment of the Tax Cuts and Jobs Act in December 2017, 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 FDIC premiums. Additionally, in March 2016, the FASB issued updated guidance to Accounting Standards Update, 2016-09 Stock Compensation Improvements to Employee Share-Based Payment Activity (ASU 2016-09) intended to simplify and improve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of such awards as either equity or liabilities and classification of such awards on the statement of cash flows. 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. The impact of the adoption of ASU 2016-09 was included in income tax expense for the three months ended March 31, 2018 and 2017 resulting in the recognition of $2.7 million and $3.8 million, respectively, of tax benefits which reduced income tax expense. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 7. 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 March 31, 2018 , these commitments amounted to $5.77 billion , of which approximately $917.7 million related to home equity lines of credit. 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 March 31, 2018 , these commitments amounted to $150.9 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 both March 31, 2018 and December 31, 2017 , Pinnacle Financial had accrued $3.1 million 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 March 31, 2018 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 | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Restricted Shares | Note 8. Stock Options and Restricted Shares At Pinnacle Financial's annual shareholders' meeting on April 17, 2018, the shareholders of Pinnacle Financial adopted the 2018 Omnibus Equity Incentive Plan (the "2018 Plan"). The 2018 Plan subsumes the existing Pinnacle Financial Partners, Inc. 2014 Equity Incentive Plan (the "2014 Plan") including the approximately 500,000 shares in the aggregate that remained available for issuance thereunder on the date the 2018 Plan was approved by shareholders and increased the maximum number of shares of common stock that may be issued to associates, directors and contractors of Pinnacle Financial and Pinnacle Bank by an additional 1.2 million shares. The 2018 Plan permits Pinnacle Financial to reissue awards currently outstanding that are subsequently forfeited, settled in cash, withheld by Pinnacle Financial to cover withholding taxes or expired unexercised and returned to the 2018 Plan. The BNC Bancorp 2013 Amended and Restated Omnibus Stock Incentive Plan (the "BNC Plan") was assumed by Pinnacle Financial in connection with the BNC Merger. As of March 31, 2018, the BNC Plan had approximately 9,000 shares remaining available for issuance to existing associates that were previously BNC associates in future periods. No new awards may be granted under plans other than the 2018 Plan except for shares remaining available for issuance to the former BNC associates pursuant to the BNC Plan. Upon the acquisition of CapitalMark, Pinnacle Financial assumed approximately 858,000 stock options under the CapitalMark Option Plan. No further shares remain available for issuance under the CapitalMark Option Plan. No options were assumed upon the acquisition of Magna, Avenue or BNC as all preexisting Magna, Avenue and BNC stock options were converted to cash upon acquisition. Common Stock Options A summary of the stock option activity within the equity incentive plans during the three months ended March 31, 2018 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters is as follows: Number Weighted-Average Exercise Price Weighted-Average Contractual Remaining Term (in years) Aggregate Intrinsic Value (000's) Outstanding at December 31, 2017 274,586 $ 21.40 3.06 $ 12,329 (1) Granted — Exercised (86,502 ) Forfeited — Outstanding at March 31, 2018 188,084 $ 22.64 4.01 $ 7,817 (2) Options exercisable at March 31, 2018 188,084 $ 22.64 4.01 $ 7,817 (2) (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $66.30 per common share at December 31, 2017 for the 274,586 options that were in-the-money at December 31, 2017 . (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $64.20 per common share at March 31, 2018 for the 188,084 options that were in-the-money at March 31, 2018 . Compensation costs related to stock options granted under Pinnacle Financial's equity incentive plans have been fully recognized and all outstanding option awards are fully vested. Restricted Share Awards A summary of activity for unvested restricted share awards for the three months ended March 31, 2018 is as follows: Number Grant Date Weighted-Average Cost Unvested at December 31, 2017 936,135 $ 50.08 Shares awarded 115,938 Conversion of previously awarded restricted share units to restricted share awards 6,200 Restrictions lapsed and shares released to associates/directors (264,357 ) Shares forfeited (1) (15,804 ) Unvested at March 31, 2018 778,112 $ 55.15 (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 three months ended March 31, 2018 : Grant Year Group (1) Vesting Period in years Shares awarded Restrictions Lapsed and shares released to participants Shares Forfeited by participants (6) Shares Unvested Time Based Awards 2018 Associates (2) 3 - 5 83,089 68 1,280 81,741 2018 Associates (3) 3 - 5 16,777 — 500 16,277 Performance Based Awards 2018 Leadership team (4) 3 6,200 4,340 1,860 — Outside Director Awards (5) 2018 Outside directors 1 16,072 — — 16,072 (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 vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For performance-based vesting awards and time-based vesting awards to Pinnacle Financial's executive officers, dividends are placed into escrow until the forfeiture restrictions on such shares lapse. (2) The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant. (3) Restricted share awards issued to associates that were former associates of BNC pursuant to legacy BNC incentive plans assumed by Pinnacle Financial. (4) Reflects conversion of restricted share units issued in prior years to restricted share awards. The forfeiture restrictions on these restricted share awards lapse in separate equal installments should Pinnacle Financial achieve certain soundness targets over each year of the subsequent vesting period. See further details of these awards under the caption "Restricted Share Units" below. (5) Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on February 28, 2019 based on each individual board member meeting their attendance goals for the various board and board committee meetings to which each member was scheduled to attend. (6) These shares represent forfeitures resulting from recipients whose employment or board membership is terminated during the year-to-date period ended March 31, 2018 . Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable. Restricted Share Units The following table details the restricted share unit awards outstanding at March 31, 2018 : Units Awarded Grant year Named Executive Officers (NEOs) (1) Leadership Team other than NEOs Applicable Performance Periods associated with each tranche (fiscal year) Service period per tranche (in years) Subsequent holding period per tranche (in years) Shares settled into RSAs as of period end (2) 2018 96,878-145,339 25,990 2018 2 3 N/A 2019 2 2 N/A 2020 2 1 N/A 2017 72,537-109,339 24,916 2017 2 3 N/A 2018 2 2 N/A 2019 2 1 N/A 2016 73,474-110,223 26,683 2016 2 3 N/A 2017 2 2 N/A 2018 2 1 N/A 2015 58,200-101,850 28,378 2015 2 3 N/A 2016 2 2 N/A 2017 2 1 N/A (1) The named executive officers are awarded a range of awards that may be earned based on attainment of goals between a target level of performance and a maximum level of performance. (2) Restricted share unit awards granted in 2018, 2017, 2016 and 2015 will be earned if certain performance targets (and service periods) are achieved. Additional forfeiture restrictions may lapse based on Pinnacle Financial's attainment of certain soundness thresholds in future periods and thereafter the unit awards will be settled in shares of Pinnacle Financial common stock. Stock compensation expense related to restricted share awards and restricted share units for the three months ended March 31, 2018 was $4.4 million compared to $3.5 million for the three months ended March 31, 2017. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 9. Derivative Instruments Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivatives not designated as hedges, the gain or loss is recognized in current period earnings. 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 March 31, 2018 and December 31, 2017 is included in the following table (in thousands): March 31, 2018 December 31, 2017 Balance Sheet Location Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Interest rate swap agreements: Pay fixed / receive variable swaps Other assets $ 836,651 $ 18,269 $ 748,625 $ 13,771 Pay variable / receive fixed swaps Other liabilities 836,651 (18,384 ) 748,625 (13,866 ) Total $ 1,673,302 $ (115 ) $ 1,497,250 $ (95 ) Amount of Gain (Loss) Recognized in Income Location of Gain (Loss) Recognized in Income Three Months Ended March 31, 2018 2017 Interest rate swap agreements Other noninterest income $ (20 ) $ 13 Derivatives designated as cash flow hedges For derivative instruments that are designated and qualify as a cash flow hedge, the aggregate fair value of the derivative instrument is recorded in other assets or other liabilities with any gain or loss related to changes in fair value recorded in accumulated other comprehensive income, net of tax. The gain or loss is reclassified into earnings in the same period during which the hedged asset or liability affects earnings and is presented in the same income statement line item as the earnings effect of the hedged asset or liability. Pinnacle Financial uses forward cash flow hedge relationships in an effort to manage future interest rate exposure. The hedging strategy converts the LIBOR-based variable interest rate on forecasted borrowings to a fixed interest rate and is used in an effort to protect Pinnacle Financial from floating interest rate variability. A summary of Pinnacle Financial's cash flow hedge relationships as of March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, 2018 December 31, 2017 Balance Sheet Location Weighted Average Remaining Maturity Weighted Average Pay Rate Receive Rate Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Liability derivatives Interest rate swaps Other liabilities 3.47 2.78% 3 month LIBOR $ 200,000 $ (1,674 ) $ 200,000 $ (4,583 ) The effects of Pinnacle Financial's cash flow hedge relationships on the statement of comprehensive income (loss) during the three months ended March 31, 2018 and 2017 were as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income Three Months Ended March 31, 2018 2017 Interest rate swap agreements $ 1,579 $ (143 ) The cash flow hedges were determined to be highly effective during the periods presented and as a result qualify for hedge accounting treatment. If a hedge was deemed to be ineffective, the amount included in accumulated other comprehensive (loss) income would be reclassified into a line item within the statement of income that impacts operating results. The hedge would no longer be considered effective if a portion of the hedge becomes ineffective, the item hedged is no longer in existence or Pinnacle Financial discontinues hedge accounting. Pinnacle Financial expects the hedges to continue to be highly effective and qualify for hedge accounting during the remaining terms of the swaps. No amounts were reclassified from accumulated other comprehensive income into net income related to these derivatives during the three months ended March 31, 2018 or 2017 , and no amounts are expected to be reclassified from accumulated other comprehensive income into net income over the next twelve months. Derivatives designated as fair value hedges For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. Pinnacle Financial utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available-for-sale. The hedging strategy converts the fixed interest rates on the securities to LIBOR-based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. Pinnacle Financial has elected early adoption of FASB ASU 2017-12, which allows such partial term hedge designations. A summary of Pinnacle Financial's fair value hedge relationships as of March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, 2018 December 31, 2017 Balance Sheet Location Weighted Average Remaining Maturity Weighted Average Pay Rate Receive Rate Notional Estimated Notional Estimated Liability derivatives Interest rate swap agreements Other liabilities 7.64 2.89% 3 month LIBOR $ 154,145 $ (1,579 ) $ — $ — The effects of Pinnacle Financial's fair value hedge relationships on the income statement during the three months ended March 31, 2018 or 2017 were as follows. Location of Gain (Loss) on Derivative Amount of Gain (Loss) Recognized in Income Hedged Item Location of Gain (Loss) on Hedged Item Amount of Gain (Loss) Recognized in Income Three Months Ended March 31, Three Months Ended March 31, 2018 2017 2018 2017 Interest rate swap agreements Interest income on securities $ 1,579 $ — Securities available-for-sale Interest income on securities $ (1,579 ) $ — The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges at March 31, 2018 and December 31, 2017 : Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 Line item on the balance sheet Securities available-for-sale $ 150,249 $ — $ 1,579 $ — In April 2018, Pinnacle Financial executed additional swap transactions with a notional amount of $525 million designated as fair value hedges. These derivatives are intended to protect against the effects of changing interest rates on the fair values of fixed rate prepayable loans. As allowed under FASB ASU 2017-12, a specified portion of the prepayable loans have been designated as the hedged assets under the "last-of-layer" method. Such hedging designations are allowed on the portion of a closed portfolio of prepayable assets that is not expected to be affected by prepayments, defaults, and other factors affecting the timing and amount of cash flows. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 10. 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. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. Assets Securities available-for-sale – Where quoted prices are available for identical securities in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other financial products. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation and more complex pricing models or discounted cash flows are used, securities are classified within Level 3 of the valuation hierarchy. Other investments – Included in other assets are other investments recorded at fair value primarily in certain nonpublic investments and funds. The valuation of these nonpublic investments requires management judgment due to the absence of observable quoted market prices, inherent lack of liquidity and the long-term nature of such assets. These investments are valued initially based upon transaction price. The carrying values of other investments are adjusted either upwards or downwards from the transaction price to reflect expected exit values as evidenced by financing and sale transactions with third parties, or when determination of a valuation adjustment is confirmed through ongoing reviews by senior investment managers. A variety of factors are reviewed and monitored to assess positive and negative changes in valuation including, but not limited to, current operating performance and future expectations of the particular investment, industry valuations of comparable public companies and changes in market outlook and the third-party financing environment over time. In determining valuation adjustments resulting from the investment review process, emphasis is placed on current company performance and market conditions. These investments are included in Level 3 of the valuation hierarchy as these entities and funds are not widely traded and the underlying investments 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, cash flow hedge agreements and interest rate locks associated with the mortgage loan pipeline. The carrying amount of interest rate swap agreements is based on Pinnacle Financial's pricing models that utilize observable market inputs. The fair value of the cash flow hedge agreements is determined by calculating the difference between the discounted fixed rate cash flows and the discounted variable rate cash flows. The fair value of the mortgage loan pipeline is based upon the projected sales price of the underlying loans, taking into account market interest rates and other market factors at the measurement date, net of the projected fallout rate. Pinnacle Financial reflects these assets within Level 2 of the valuation hierarchy as these assets are valued using similar transactions that occur in the market. Impaired loans – A loan is classified as impaired when it is probable Pinnacle Financial will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected payments using the loan's original effective rate as the discount rate, the loan's observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance may be established as a component of the allowance for loan losses or the difference may be recognized as a charge-off. Impaired loans are classified within Level 3 of the hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower's underlying financial condition. Other real estate owned – Other real estate owned (OREO) represents real estate foreclosed upon by Pinnacle Bank through loan defaults by customers or acquired by deed in lieu of foreclosure. Substantially all of these amounts relate to lots, homes and development projects that are either completed or are in various stages of construction for which Pinnacle Financial believes it has adequate collateral. Upon foreclosure, the property is recorded at the lower of cost or fair value, based on appraised value, less selling costs estimated as of the date acquired with any loss recognized as a charge-off through the allowance for loan losses. Additional OREO losses for subsequent valuation downward adjustments are determined on a specific property basis and are included as a component of noninterest expense along with holding costs. Any gains or losses realized at the time of disposal are also reflected in noninterest expense, as applicable. OREO is included in Level 3 of the valuation hierarchy due to the lack of observable market inputs into the determination of fair value as appraisal values are property-specific and sensitive to the changes in the overall economic environment. Liabilities Other liabilities – Pinnacle Financial has certain liabilities carried at fair value including certain interest rate swap agreements to facilitate customer transactions and the cash flow hedge and interest rate locks associated with the funding for its mortgage loan originations. The fair value of these liabilities is based on Pinnacle Financial's pricing models that utilize observable market inputs and is reflected within Level 2 of the valuation hierarchy. The following tables present financial instruments measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 , by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands): Total carrying value in the consolidated balance sheet Quoted market prices in an active market (Level 1) Models with significant observable market parameters (Level 2) Models with significant unobservable market parameters (Level 3) March 31, 2018 Investment securities available-for-sale: U.S. treasury securities $ 30,946 $ — $ 30,946 $ — U.S. government agency securities 173,443 — 173,443 — Mortgage-backed securities 1,277,273 — 1,277,273 — 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) State and municipal securities 1,192,465 — 1,177,239 15,226 Agency-backed securities 204,672 — 204,672 — Corporate notes and other 81,825 — 81,825 — Total investment securities available-for-sale $ 2,960,624 $ — $ 2,945,398 $ 15,226 Other investments 29,788 — — 29,788 Other assets 18,319 — 18,319 — Total assets at fair value $ 3,008,731 $ — $ 2,963,717 $ 45,014 Other liabilities $ 20,074 $ — $ 20,074 $ — Total liabilities at fair value $ 20,074 $ — $ 20,074 $ — December 31, 2017 Investment securities available-for-sale: U.S. treasury securities $ 30,445 $ — $ 30,445 $ — U.S. government agency securities 180,801 — 180,801 — Mortgage-backed securities 1,263,819 — 1,263,819 — State and municipal securities 784,612 — 767,583 17,029 Agency-backed securities 173,292 — 173,292 — Corporate notes and other 82,314 — 82,314 — Total investment securities available-for-sale 2,515,283 — 2,498,254 17,029 Other investments 28,874 — — 28,874 Other assets 11,812 — 11,812 — Total assets at fair value $ 2,555,969 $ — $ 2,510,066 $ 45,903 Other liabilities $ 13,886 $ — $ 13,886 $ — Total liabilities at fair value $ 13,886 $ — $ 13,886 $ — The following table presents assets measured at fair value on a nonrecurring basis as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 Total carrying value in the consolidated balance sheet Quoted market prices in an active market (Level 1) Models with significant observable market parameters (Level 2) Models with significant unobservable market parameters (Level 3) Total gains (losses) for the year-to-date period then ended Other real estate owned $ 23,982 $ — $ — $ 23,982 $ 481 Impaired loans, net (1) 105,533 — — 105,533 (2,801 ) Total $ 129,515 $ — $ — $ 129,515 $ (2,320 ) December 31, 2017 Other real estate owned $ 27,831 $ — $ — $ 27,831 $ 203 Impaired loans, net (1) 99,317 — — 99,317 (722 ) Total $ 127,148 $ — $ — $ 127,148 $ (519 ) (1) Amount is net of valuation allowance of $2.8 million and $2.3 million at March 31, 2018 and December 31, 2017 , 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 months ended March 31, 2018 , there were no transfers between Levels 1, 2 or 3. The table below includes a rollforward of the balance sheet amounts for the three months ended March 31, 2018 (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 March 31, 2018 2017 Available-for-sale Securities Other assets Other liabilities Available-for-sale Securities Other assets Other liabilities Fair value, beginning of period $ 17,029 $ 28,874 $ — $ — $ 10,478 $ — Total realized gains included in income 31 512 — — 197 — Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at March 31 (666 ) — — — — — Purchases — 870 — — 120 — Issuances — — — — — — Settlements (1,168 ) (468 ) — — (303 ) — Transfers out of Level 3 — — — — — — Fair value, end of period $ 15,226 $ 29,788 $ — $ — $ 10,492 $ — Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at March 31 $ 31 $ 512 $ — $ — $ 197 $ — 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 March 31, 2018 and December 31, 2017 . Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein. Securities held-to-maturity - Estimated fair values for investment securities are based on quoted market prices where available. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics. Loans - The fair value of Pinnacle Financial's loan portfolio includes a credit risk factor in the determination of the fair value of its loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. Pinnacle Financial's loan portfolio is initially fair valued using a segmented approach. Pinnacle Financial divides its loan portfolio into the following categories: variable rate loans, impaired loans and all other loans. The results are then adjusted to account for credit risk. The values derived from the discounted cash flow approach for our performing loan portfolio incorporate credit risk to determine the exit price. Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral. Purchased loans, including loans acquired through a merger, are initially recorded at fair value on the date of purchase. Purchased loans that contain evidence of post-origination credit deterioration as of the purchase date are carried at the net present value of expected future cash flows. All other purchased loans are recorded at their initial fair value, and adjusted for subsequent advances, pay downs, amortization or accretion of any fair value premium or discount on purchase, charge-offs and any other adjustment to carrying value. Loans held-for-sale - Loans held-for-sale are carried at the lower of cost or fair value. The estimate of fair value is based on pricing models and other information. Deposits, securities sold under agreements to repurchase, Federal Home Loan Bank (FHLB) advances, subordinated debt and other borrowings - The fair value of demand deposits, savings deposits and securities sold under agreements to repurchase are derived from a selection of market transactions reflecting our peer group. Fair values for certificates of deposit, FHLB advances and subordinated debt are estimated using discounted cash flow models, using current market interest rates offered on certificates, advances and other borrowings with similar remaining maturities. Off-balance sheet instruments - The fair values of Pinnacle Financial's off-balance-sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value to Pinnacle Financial until such commitments are funded. The following table presents the carrying amounts, estimated fair value and placement in the fair value hierarchy of Pinnacle Financial's financial instruments at March 31, 2018 and December 31, 2017 . This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as non-interest bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity (in thousands): March 31, 2018 Carrying/ Notional Amount Estimated Fair Value (1) Quoted market prices in an active market (Level 1) Models with significant observable market parameters (Level 2) Models with significant unobservable market parameters (Level 3) Financial assets: Securities held-to-maturity $ 20,677 $ 20,603 $ — $ 20,603 $ — Loans, net 16,255,813 16,170,768 — — 16,170,768 Consumer loans held-for-sale 100,231 101,200 — 101,200 — Commercial loans held-for-sale 18,625 18,803 — 18,803 — Financial liabilities: Deposits and securities sold under agreements to repurchase 16,634,772 16,094,142 — — 16,094,142 Federal Home Loan Bank advances 1,976,881 1,964,389 — — 1,964,389 Subordinated debt and other borrowings 465,550 442,970 — — 442,970 Off-balance sheet instruments: Commitments to extend credit (2) 5,769,256 1,984 — — 1,984 Standby letters of credit (3) 150,936 1,080 — — 1,080 December 31, 2017 Financial assets: Securities held-to-maturity $ 20,762 $ 20,830 $ — $ 20,830 $ — Loans, net 15,565,876 15,252,953 — — 15,252,953 Consumer loans held for sale 103,729 104,986 — 104,986 — Commercial loans held-for-sale 25,456 25,761 — 25,761 — Financial liabilities: Deposits and securities sold under agreements to repurchase 16,586,964 16,516,342 — — 16,516,342 Federal Home Loan Bank advances 1,319,909 1,313,311 — — 1,313,311 Subordinated debt and other borrowings 465,505 445,098 — — 445,098 Off-balance sheet instruments: Commitments to extend credit (2) 5,788,425 2,264 — — 2,264 Standby letters of credit (3) 143,684 800 — — 800 (1) Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction. (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 March 31, 2018 and December 31, 2017 , Pinnacle Financial included in other liabilities $1.9 million and $2.3 million, respectively, representing the inherent risks associated with these off-balance sheet commitments. (3) At March 31, 2018 and December 31, 2017 , the aggregate fair value of Pinnacle Financial's standby letters of credit was $1.1 million and $ 800,000 , respectively. These amounts represent the unamortized fee associated with these standby letters of credit and are included in the consolidated balance sheets of Pinnacle Financial and are believed to approximate fair value. These fair values will decrease over time as the existing standby letters of credit approach their expiration dates. |
Regulatory Matters
Regulatory Matters | 3 Months Ended |
Mar. 31, 2018 | |
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 three months ended March 31, 2018 , Pinnacle Bank paid $25.1 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 March 31, 2018 , that Pinnacle Financial and Pinnacle Bank met all capital adequacy requirements to which they are subject. To be categorized as well-capitalized under applicable banking regulations, Pinnacle Financial and Pinnacle Bank must maintain certain total risk-based, Tier 1 risk-based, common equity Tier 1 and Tier 1 leverage ratios as set forth in the following table and not be subject to a written agreement, order or directive to maintain a higher capital level. Pinnacle Financial's and Pinnacle Bank's actual capital amounts and resulting ratios, not including the capital conservation buffer, are presented in the following table (in thousands): Actual Minimum Capital Requirement Minimum To Be Well-Capitalized Amount Ratio Amount Ratio Amount Ratio At March 31, 2018 Total capital to risk weighted assets: Pinnacle Financial $ 2,325,113 12.1 % $ 1,542,891 8.0 % NA NA Pinnacle Bank $ 2,180,680 11.3 % $ 1,538,121 8.0 % $ 1,922,651 10.0 % Tier 1 capital to risk weighted assets: Pinnacle Financial $ 1,781,355 9.2 % $ 1,157,168 6.0 % NA NA Pinnacle Bank $ 1,979,624 10.3 % $ 1,153,591 6.0 % $ 1,538,121 8.0 % Common equity Tier 1 capital to risk weighted assets Pinnacle Financial $ 1,781,233 9.2 % $ 867,876 4.5 % NA NA Pinnacle Bank $ 1,979,502 10.3 % $ 865,193 4.5 % $ 1,249,723 6.5 % Tier 1 capital to average assets (*): Pinnacle Financial $ 1,781,355 8.8 % $ 809,553 4.0 % NA NA Pinnacle Bank $ 1,979,624 9.8 % $ 807,086 4.0 % $ 1,008,857 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 | 3 Months Ended |
Mar. 31, 2018 | |
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 2017 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 4.98 % 30-day LIBOR + 2.80% Pinnacle Statutory Trust II September 15, 2005 September 30, 2035 20,619 3.71 % 30-day LIBOR + 1.40% Pinnacle Statutory Trust III September 7, 2006 September 30, 2036 20,619 3.96 % 30-day LIBOR + 1.65% Pinnacle Statutory Trust IV October 31, 2007 September 30, 2037 30,928 4.97 % 30-day LIBOR + 2.85% BNC Capital Trust I April 3, 2003 April 15, 2033 5,155 4.97 % 30-day LIBOR + 3.25% BNC Capital Trust II March 11, 2004 April 7, 2034 6,186 4.57 % 30-day LIBOR + 2.85% BNC Capital Trust III September 23, 2004 September 23, 2034 5,155 4.12 % 30-day LIBOR + 2.40% BNC Capital Trust IV September 27, 2006 December 31, 2036 7,217 4.01 % 30-day LIBOR + 1.70% Valley Financial Trust I June 26, 2003 June 26, 2033 4,124 5.39 % 30-day LIBOR + 3.10% Valley Financial Trust II September 26, 2005 December 15, 2035 7,217 3.61 % 30-day LIBOR + 1.49% Valley Financial Trust III December 15, 2006 January 30, 2037 5,155 3.50 % 30-day LIBOR + 1.73% Southcoast Capital Trust III August 5, 2005 September 30, 2035 10,310 3.81 % 30-day LIBOR + 1.50% Subordinated Debt Pinnacle Bank Subordinated Notes July 30, 2015 July 30, 2025 60,000 4.88 % Fixed (1) Pinnacle Bank Subordinated Notes March 10, 2016 July 30, 2025 70,000 4.88 % Fixed (1) Avenue Subordinated Notes December 29, 2014 December 29, 2024 20,000 6.75 % Fixed (2) Pinnacle Financial Subordinated Notes November 16, 2016 November 16, 2026 120,000 5.25 % Fixed (3) BNC Subordinated Notes September 25, 2014 October 1, 2024 60,000 5.50 % Fixed (4) BNC Subordinated Note October 15, 2013 October 15, 2023 10,470 6.57 % 30-day LIBOR + 5.00% (5) Other Borrowings Revolving credit facility (6) March 28, 2018 April 25, 2019 — — Debt issuance costs and fair value adjustments (7,915 ) Total subordinated debt and other borrowings $ 465,550 ______________________ (1) Migrates to three month LIBOR + 3.128% beginning July 30, 2020 through the end of the term. (2) Migrates to three month LIBOR + 4.95% beginning January 1, 2020 through the end of the term. (3) Migrates to three month LIBOR + 3.884% beginning November 16, 2021 through the end of the term. (4) Migrates to three month LIBOR + 3.59% beginning October 1, 2019 through the end of the term if not redeemed on that date. (5) Coupon structure includes a floor of 5.0% and a cap of 9.5% (6) Borrowing capacity on the revolving credit facility is $75.0 million . At March 31, 2018 , there was no outstanding balance under this facility. This facility was subsequently amended on April 26, 2018. The rate on the amended facility is 1.75% plus the greater of zero percent and 30-day LIBOR with a maturity date of April 25, 2019 and an unused fee of 0.35% of average daily unused amount of loan. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2017 (2017 10-K). These consolidated financial statements include the accounts of Pinnacle Financial and its wholly-owned subsidiaries. Certain statutory trust affiliates of Pinnacle Financial, as noted in Note 12. Subordinated Debt and Other Borrowings are included in these consolidated financial statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for loan losses, determination of any impairment of intangible assets and the valuation of deferred tax assets. There have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in |
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 August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The amendments in this ASU make more financial and non-financial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. The amendments will be effective for public companies for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. Pinnacle Financial early adopted this standard in early 2018 and subsequently entered into two derivative contracts under this standard, as noted in Note 9. Derivative Instruments . In March 2017, the FASB issued Accounting Standards Update No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities . The amendment in this ASU shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. The amendment does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted with modified retrospective application. Pinnacle Financial elected to early adopt this standard in the first quarter of 2018 with no material impact to its financial statements. In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230) intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. The guidance is effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted with retrospective application. Pinnacle Financial adopted this standard in the first quarter of 2018 with no material impact to its financial statements, with the exception of dividends received from our equity method investments which were reclassified from cash flow from investments to operating cash flow. In January 2016, the FASB issued Accounting Standards Update 2016-01 Financial Instruments – Overall (Subtopic 825-10) which, among other things, (i) requires equity investments, excluding those accounted for under the equity method or that result in consolidation, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU 2016-01 became effective for Pinnacle Financial in the first quarter of 2018 and did not have a material impact on our financial statements. See Note 10. Fair Value of Financial Instruments for disclosure of the fair value of financial instruments based on an exit price notion as required by ASU 2016-01. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606 ) developed as a joint project with the International Accounting Standards Board to remove inconsistencies in revenue requirements and provide a more robust framework for addressing revenue issues. The ASU's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14 , which deferred the effective date by one year (i.e., interim and annual reporting periods beginning after December 15, 2017). Early adoption is permitted, but not before the original effective date (i.e., interim and annual reporting periods beginning after December 15, 2016). The ASU may be adopted using either a modified retrospective method or a full retrospective method. Pinnacle Financial adopted the ASU during the first quarter of 2018, as required, using a modified retrospective approach. The majority of Pinnacle Financial's revenue stream is generated from interest income on loans and deposits, which are outside the scope of Topic 606. Pinnacle Financial’s sources of income that fall within the scope of Topic 606 include service charges on deposits, investment services, insurance sales commissions, trust fees, interchange fees and gains and losses on sales of other real estate, all of which are presented within noninterest income. Pinnacle Financial has evaluated the effect of Topic 606 on these fee-based income streams and concluded that adoption of the standard did not materially impact its financial statements. The following is a summary of the implementation considerations for the revenue streams that fall within the scope of Topic 606: • Service charges on deposits, investment services, trust fees and interchange fees — Fees from these services are either transaction based, for which the performance obligations are satisfied when the individual transaction is processed, or set periodic service charges, for which the performance obligations are satisfied over the period the service is provided. Transaction based fees are recognized at the time the transaction is processed, and periodic service charges are recognized over the service period. The adoption of Topic 606 had no impact on Pinnacle Financial's revenue recognition practice for these services. • Insurance sales commissions — Insurance commissions are received from insurance companies in return for the placement of policies with customers. While additional services, such as claims assistance, may be provided over the term of the policy, the revenues are substantially earned at the time of policy placement. The only contingency in earning the revenue relates to the potential for subsequent cancellation of policies. Accordingly, revenue is recognized at the time of policy placement, net of an allowance for estimated policy cancellations. The adoption of Topic 606 had no impact on Pinnacle Financial's revenue recognition related to insurance sales commissions. • Gains on sales of other real estate — ASU 2014-09 creates Topic 610-20, under which a gain on sale should be recognized when a contract for sale exists and control of the asset has been transferred to the buyer. Topic 606 list several criteria which must exist to conclude that a contract for sale exists, including a determination that the institution will collect substantially all of the consideration to which it is entitled. This presents a key difference between the current and new guidance related to the recognition of the gain when the institution finances the sale of the property. Rather than basing recognition on the amount of the buyer's initial investment, which was the primary consideration under prior guidance, the analysis is now based on various factors including not only the loan to value, but also the credit quality of the borrower, the structure of the loan, and any other factors that may affect collectability. While these differences may affect the decision to recognize or defer gains on sales of other real estate in circumstances where Pinnacle Financial has financed the sale, the effects would not be material to its financial statements. |
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 March 31, 2018 through the date of the issued financial statements. Following early adoption of ASU 2017-12 as noted above, Pinnacle Financial entered into a derivative transaction on April 10, 2018 that has been more fully disclosed in Note 9. Derivative Instruments . Other than the above-noted transaction, no other subsequent events were noted. On April 17, 2018, Pinnacle Financial's shareholders approved an amendment to Pinnacle Financial's Charter to increase the number of authorized shares of capital stock from 100,000,000 to 190,000,000 shares, in both instances 10,000,000 of which are reserved for issuance as preferred stock. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Supplemental Cash Flow Information | Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for each of the three months ended March 31, 2018 and March 31, 2017 was as follows (in thousands): For the three months ended 2018 2017 Cash Transactions: Interest paid $ 34,909 $ 13,667 Income taxes paid, net 425 230 Noncash Transactions: Loans charged-off to the allowance for loan losses 8,669 5,162 Loans foreclosed upon and transferred to other real estate owned 232 1,498 Loans foreclosed upon and transferred to other assets 392 3 |
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 months ended March 31, 2018 and 2017 (in thousands, except per share data): Three months ended 2018 2017 Basic net income per share calculation: Numerator - Net income $ 83,510 $ 39,653 Denominator - Weighted average common shares outstanding 77,078 48,022 Basic net income per common share $ 1.08 $ 0.83 Diluted net income per share calculation: Numerator – Net income $ 83,510 $ 39,653 Denominator - Weighted average common shares outstanding 77,078 48,022 Dilutive shares contingently issuable 288 496 Weighted average diluted common shares outstanding 77,366 48,518 Diluted net income per common share $ 1.08 $ 0.82 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Business Acquisition [Line Items] | ||
Supplemental Pro-Forma Information | Supplemental Pro Forma Combined Results of Operations The supplemental proforma information below for the three months ended March 31, 2017 gives effect to the BNC acquisition as if it had occurred on January 1, 2017. These results combine the historical results of BNC into Pinnacle Financial's consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair value adjustments, they are not indicative of what would have occurred had the BNC Merger taken place on the indicated date nor are they intended to represent or be indicative of future results of operations. In particular, no adjustments have been made to eliminate the amount of BNC's provision for credit losses for the first three months of 2017 that may not have been necessary had the acquired loans been recorded at fair value as of the beginning of 2017. Additionally, these financial statements were not adjusted for non-recurring expenses, such as merger-related 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 March 31, (dollars in thousands) 2017 Revenue (1) $ 219,665 Income before income taxes $ 74,999 ______________________ (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 (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 $ 601,509 Goodwill 1,256,753 $ 1,858,262 | |
Purchase Price Allocations | (in thousands) As of June 16, 2017 BNC Historical Cost Basis Fair Value Adjustments (1) As Recorded by Pinnacle Financial Assets Cash and cash equivalents $ 155,271 $ — $ 155,271 Investment securities 643,875 1,667 645,542 Loans (2) 5,782,720 (181,430 ) 5,601,290 Mortgage loans held for sale 27,026 — 27,026 Other real estate owned (3) 20,143 645 20,788 Core deposit and other intangible (4) — 50,422 50,422 Property, plant and equipment (5) 156,805 (3,341 ) 153,464 Other assets (6) 320,988 53,614 374,602 Total Assets $ 7,106,828 $ (78,423 ) $ 7,028,405 Liabilities Interest-bearing deposits (7) $ 5,003,653 $ 4,355 $ 5,008,008 Non-interest bearing deposits 1,199,342 — 1,199,342 Borrowings (8) 183,389 (6,412 ) 176,977 Other liabilities (9) 35,729 6,840 42,569 Total Liabilities $ 6,422,113 $ 4,783 $ 6,426,896 Net Assets Acquired $ 684,715 $ (83,206 ) $ 601,509 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 assessments. (2) The amount represents the adjustment of the net book value of BNC's loans to their estimated fair value based on interest rates and expected cash flows as of the date of acquisition, which includes estimates of expected credit losses inherent in the portfolio of approximately 2.6% of the 3.1% mark on the acquired loan portfolio. (3) 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) The amount represents the adjustment of the net book value of BNC's property, plant and equipment to estimated fair value based on market values of similar assets. (6) The amount represents the deferred tax asset recognized on the fair value adjustment of BNC's acquired assets and assumed liabilities. (7) The amount represents the adjustment necessary because the weighted average interest rate of BNC's deposits exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio. (8) The amount represents the combined adjustment necessary because the weighted average interest rate of BNC's subordinated debt issuance exceeded the cost of similar funding at the time of acquisition and because the weighted average interest rate of BNC's trust preferred securities issuances was lower than the cost of similar funding at the time of acquisition. The combined fair value adjustments will be amortized to increase future interest expense over the lives of the instruments. (9) The amount represents the adjustment to accrue obligations that existed but had not been recorded as of the acquisition date and the fair value of BNC lease obligations. |
Equity method investment (Table
Equity method investment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | A summary of BHG's financial position as of March 31, 2018 and December 31, 2017 and results of operations as of and for the three months ended March 31, 2018 and 2017 , were as follows (in thousands): As of March 31, 2018 December 31, 2017 Assets $ 340,760 $ 330,030 Liabilities 232,978 224,837 Membership interests 107,782 105,193 Total liabilities and membership interests $ 340,760 $ 330,030 For the three months ended 2018 2017 Revenues $ 43,750 $ 34,235 Net income $ 19,003 $ 16,012 |
Securities (Tables)
Securities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 are summarized as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value March 31, 2018: Securities available-for-sale: U.S. Treasury securities $ 31,002 $ — $ 56 $ 30,946 U.S. government agency securities 176,305 43 2,905 173,443 Mortgage-backed securities 1,302,274 4,393 29,394 1,277,273 State and municipal securities 1,206,777 3,890 18,202 1,192,465 Asset-backed securities 204,800 377 505 204,672 Corporate notes and other 81,860 868 903 81,825 $ 3,003,018 $ 9,571 $ 51,965 $ 2,960,624 Securities held-to-maturity: State and municipal securities $ 20,677 $ 46 $ 120 $ 20,603 $ 20,677 $ 46 $ 120 $ 20,603 December 31, 2017: Securities available-for-sale: U.S. Treasury securities $ 30,505 $ — $ 60 $ 30,445 U.S. government agency securities 182,500 67 1,766 180,801 Mortgage-backed securities 1,270,625 5,318 12,124 1,263,819 State and municipal securities 774,949 12,251 2,588 784,612 Asset-backed securities 173,346 262 316 173,292 Corporate notes and other 81,615 1,346 647 82,314 $ 2,513,540 $ 19,244 17,501 $ 2,515,283 Securities held-to-maturity: State and municipal securities $ 20,762 $ 114 $ 46 $ 20,830 $ 20,762 $ 114 $ 46 $ 20,830 |
Amortized Cost and Fair Value of Debt Securities by Contractual Maturity | The amortized cost and fair value of debt securities as of March 31, 2018 by contractual maturity are shown below. Actual maturities may differ from contractual maturities of mortgage- and asset-backed securities since the mortgages and assets underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories in the following summary (in thousands): Available-for-sale Held-to-maturity March 31, 2018: Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ — $ — $ — $ — Due in one year to five years 96,941 97,087 7,496 7,489 Due in five years to ten years 177,898 177,231 10,385 10,316 Due after ten years 1,221,105 1,204,361 2,796 2,798 Mortgage-backed securities 1,302,274 1,277,273 — — Asset-backed securities 204,800 204,672 — — $ 3,003,018 $ 2,960,624 $ 20,677 $ 20,603 |
Classification of Investments According to Term of Unrealized Losses of Less than Twelve Months or Twelve Months or Longer | At March 31, 2018 and December 31, 2017 , the following investments had unrealized losses. The table below classifies these investments according to the term of the unrealized losses of less than twelve months or twelve months or longer (in thousands): Investments with an Unrealized Loss of less than 12 months Investments with an Unrealized Loss of 12 months or longer Total Investments with an Unrealized Loss Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses At March 31, 2018 U.S. Treasury securities $ 30,697 $ 56 $ — $ — $ 30,697 $ 56 U.S. government agency securities 145,967 2,904 248 1 146,215 2,905 Mortgage-backed securities 779,194 17,392 297,735 12,002 1,076,929 29,394 State and municipal securities 863,010 15,987 47,894 2,335 910,904 18,322 Asset-backed securities 79,428 449 9,482 56 88,910 505 Corporate notes 31,880 754 11,697 149 43,577 903 Total temporarily-impaired securities $ 1,930,176 $ 37,542 $ 367,056 $ 14,543 $ 2,297,232 $ 52,085 At December 31, 2017 U.S. Treasury securities $ 29,948 $ 60 $ — $ — $ 29,948 $ 60 U.S. government agency securities 173,677 1,766 — — 173,677 1,766 Mortgage-backed securities 607,408 5,042 285,561 7,082 892,969 12,124 State and municipal securities 115,403 1,408 50,083 1,226 165,486 2,634 Asset-backed securities 68,742 198 14,136 118 82,878 316 Corporate notes 22,168 547 11,944 100 34,112 647 Total temporarily-impaired securities $ 1,017,346 $ 9,021 $ 361,724 $ 8,526 $ 1,379,070 $ 17,547 |
Loans and Allowance for Loan 25
Loans and Allowance for Loan Losses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Total March 31, 2018 Pass $ 6,628,989 $ 2,533,268 $ 2,081,071 $ 4,360,699 $ 362,599 $ 15,966,626 Special Mention 76,856 11,661 4,149 33,524 746 126,936 Substandard (1) 63,343 17,307 7,037 74,491 75 162,253 Substandard-nonaccrual 25,100 18,530 3,618 22,172 782 70,202 Doubtful-nonaccrual — — — — — — Total loans $ 6,794,288 $ 2,580,766 $ 2,095,875 $ 4,490,886 $ 364,202 $ 16,326,017 December 31, 2017 Pass $ 6,487,368 $ 2,503,688 $ 1,880,704 $ 4,014,656 $ 351,359 $ 15,237,775 Special Mention 94,134 18,356 8,148 46,898 1,177 168,713 Substandard (1) 72,044 21,053 13,468 62,529 79 169,173 Substandard-nonaccrual 16,064 18,117 5,968 17,258 48 57,455 Doubtful-nonaccrual — — — — — — Total loans $ 6,669,610 $ 2,561,214 $ 1,908,288 $ 4,141,341 $ 352,663 $ 15,633,116 (1) Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators for loans classified as substandard, excluding the impact of nonaccrual loans and troubled debt restructurings. Potential problem loans, which are not included in nonaccrual loans, amounted to approximately $158.1 million at March 31, 2018 , compared to $164.0 million at December 31, 2017 . |
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, 2017 through March 31, 2018 (in thousands): Gross Carrying Value Accretable Yield Nonaccretable Yield Net Carrying Value December 31, 2017 $ 74,324 $ (132 ) $ (31,537 ) $ 42,655 Acquisition — — — — Year-to-date settlements (5,298 ) 23 1,491 (3,784 ) March 31, 2018 $ 69,026 $ (109 ) $ (30,046 ) $ 38,871 |
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 impaired loans at March 31, 2018 and December 31, 2017 by loan classification (in thousands): At March 31, 2018 At December 31, 2017 Recorded investment Unpaid principal balances Related allowance Recorded investment Unpaid principal balances Related allowance Collateral dependent impaired loans: Commercial real estate – mortgage $ 36,258 $ 43,809 $ 778 $ 33,073 $ 40,771 $ 38 Consumer real estate – mortgage 5,166 7,233 — 6,314 8,560 115 Construction and land development 5,939 11,537 — 8,513 14,115 6 Commercial and industrial 8,716 14,374 1,262 2,812 8,435 362 Consumer and other — — — — — — Total $ 56,079 $ 76,953 $ 2,040 $ 50,712 $ 71,881 $ 521 Cash flow dependent impaired loans: Commercial real estate – mortgage $ 6,808 $ 9,106 $ 93 $ 5,944 $ 8,237 $ 95 Consumer real estate – mortgage 20,200 23,370 296 19,904 23,387 411 Construction and land development 1,017 1,883 13 3,222 4,184 12 Commercial and industrial 23,451 26,595 152 21,852 26,058 1,278 Consumer and other 782 810 210 — — — Total $ 52,258 $ 61,764 $ 764 $ 50,922 $ 61,866 $ 1,796 Total impaired loans $ 108,337 $ 138,717 $ 2,804 $ 101,634 $ 133,747 $ 2,317 The following table details the average recorded investment and the amount of interest income recognized on a cash basis for the three months ended March 31, 2018 and 2017 , respectively, on Pinnacle Financial's impaired loans that remain on the balance sheets as of such date (in thousands): For the three months ended 2018 2017 Average recorded investment Interest income recognized Average recorded investment Interest income recognized Collateral dependent impaired loans: Commercial real estate – mortgage $ 34,666 $ — $ 2,100 $ — Consumer real estate – mortgage 5,740 — 2,216 — Construction and land development 7,226 — 2,078 49 Commercial and industrial 5,764 — 6,312 — Consumer and other — — — — Total $ 53,396 $ — $ 12,706 $ 49 Cash flow dependent impaired loans: Commercial real estate – mortgage $ 6,376 $ — $ 2,597 $ — Consumer real estate – mortgage 19,941 — 9,393 — Construction and land development 2,120 — 3,288 — Commercial and industrial 22,669 — 12,440 — Consumer and other 487 — 689 — Total $ 51,593 $ — $ 28,407 $ — Total impaired loans $ 104,989 $ — $ 41,113 $ 49 |
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 months ended March 31, 2018 and 2017 (dollars in thousands): Three months ended 2018 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 — — — Construction and land development — — — Commercial and industrial — — — Consumer and other — — — — $ — $ — 2017 Commercial real estate – mortgage — $ — $ — Consumer real estate – mortgage — — — Construction and land development — — — Commercial and industrial 1 3,457 3,457 Consumer and other — — — 1 $ 3,457 $ 3,457 |
Summary of Loan Portfolio Credit Risk Exposure | 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 March 31, 2018 with the comparative exposures for December 31, 2017 (in thousands): March 31, 2018 Outstanding Principal Balances Unfunded Commitments Total exposure Total Exposure at December 31, Lessors of nonresidential buildings $ 2,879,195 $ 691,591 $ 3,570,786 $ 2,810,951 Lessors of residential buildings 929,097 275,564 1,204,661 884,244 Hotels (except Casino Hotels) and Motels 678,619 195,623 874,242 628,991 |
Past Due Balances by Loan Classification | The table below presents past due balances by loan classification and segment at March 31, 2018 and December 31, 2017 , allocated between accruing and nonaccrual status (in thousands): Accruing Nonaccruing March 31, 2018 30-89 days past due and accruing 90 days or more past due and accruing Total past due and accruing Current and accruing Purchase credit impaired Nonaccrual (1) Nonaccruing purchase credit impaired Total loans Commercial real estate: Owner-occupied $ 3,805 $ 5 $ 3,810 $ 2,398,599 $ 4,430 $ 19,935 $ 1,172 $ 2,427,946 All other 6,678 132 6,810 4,343,636 11,903 1,206 2,787 4,366,342 Consumer real estate – mortgage 13,367 19 13,386 2,544,825 4,024 11,336 7,195 2,580,766 Construction and land development 606 3 609 2,088,310 3,339 381 3,236 2,095,875 Commercial and industrial 9,262 589 9,851 4,458,161 702 22,090 82 4,490,886 Consumer and other 4,816 383 5,199 358,221 — 781 1 364,202 Total $ 38,534 $ 1,131 $ 39,665 $ 16,191,752 $ 24,398 $ 55,729 $ 14,473 $ 16,326,017 December 31, 2017 Commercial real estate: Owner-occupied $ 6,772 $ 104 $ 6,876 $ 2,435,819 $ 4,820 $ 11,395 $ 1,105 $ 2,460,015 All other 16,559 — 16,559 4,177,454 12,018 704 2,860 4,209,595 Consumer real estate – mortgage 14,835 1,265 16,100 2,521,748 5,249 9,320 8,797 2,561,214 Construction and land development 4,136 146 4,282 1,894,560 3,478 2,878 3,090 1,908,288 Commercial and industrial 7,406 1,348 8,754 4,114,127 1,154 17,222 84 4,141,341 Consumer and other 6,311 1,276 7,587 345,076 — — — 352,663 Total $ 56,019 $ 4,139 $ 60,158 $ 15,488,784 $ 26,719 $ 41,519 $ 15,936 $ 15,633,116 (1) Approximately $56.3 million and $45.8 million of nonaccrual loans as of March 31, 2018 and December 31, 2017 , respectively, were performing pursuant to their contractual terms at those dates . |
Details of Changes in the Allowance for Loan Losses | The following table details the changes in the allowance for loan losses for the three months ended March 31, 2018 and 2017 , respectively, by loan classification (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Unallocated Total Three months ended March 31, 2018: Balance at December 31, 2017 $ 21,188 $ 5,031 $ 8,962 $ 24,863 $ 5,874 $ 1,322 $ 67,240 Charged-off loans (728 ) (336 ) (2 ) (2,540 ) (5,063 ) — (8,669 ) Recovery of previously charged-off loans 1,396 666 565 888 1,187 — 4,702 Provision for loan losses 832 (261 ) 591 3,437 3,478 (1,146 ) 6,931 Balance at March 31, 2018 $ 22,688 $ 5,100 $ 10,116 $ 26,648 $ 5,476 $ 176 $ 70,204 Three months ended March 31, 2017: Balance at December 31, 2016 $ 13,655 $ 6,564 $ 3,624 $ 24,743 $ 9,520 $ 874 $ 58,980 Charged-off loans — (61 ) — (1,158 ) (3,943 ) — (5,162 ) Recovery of previously charged-off loans 6 170 33 140 532 — 881 Provision for loan losses 507 546 784 (813 ) 2,368 259 3,651 Balance at March 31, 2017 $ 14,168 $ 7,219 $ 4,441 $ 22,912 $ 8,477 $ 1,133 $ 58,350 The following table details the allowance for loan losses and recorded investment in loans by loan classification and by impairment evaluation method as of March 31, 2018 and December 31, 2017 , respectively (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Unallocated Total March 31, 2018 Allowance for Loan Losses: Collectively evaluated for impairment $ 21,817 $ 4,804 $ 10,103 $ 25,234 $ 5,266 $ 67,224 Individually evaluated for impairment 764 269 11 1,412 210 2,666 Loans acquired with deteriorated credit quality (1) 107 27 2 2 — 138 Total allowance for loan losses $ 22,688 $ 5,100 $ 10,116 $ 26,648 $ 5,476 $ 176 $ 70,204 Loans: Collectively evaluated for impairment $ 6,751,222 $ 2,555,400 $ 2,088,919 $ 4,458,719 $ 363,420 $ 16,217,680 Individually evaluated for impairment 22,773 14,148 381 31,383 781 69,466 Loans acquired with deteriorated credit quality 20,293 11,218 6,575 784 1 38,871 Total loans $ 6,794,288 $ 2,580,766 $ 2,095,875 $ 4,490,886 $ 364,202 $ 16,326,017 December 31, 2017 Allowance for Loan Losses: Collectively evaluated for impairment $ 20,753 $ 4,460 $ 8,879 $ 23,181 $ 5,874 $ 63,147 Individually evaluated for impairment 95 410 66 1,627 — 2,198 Loans acquired with deteriorated credit quality (1) 340 161 17 55 — 573 Total allowance for loan losses $ 21,188 $ 5,031 $ 8,962 $ 24,863 $ 5,874 $ 1,322 $ 67,240 Loans: Collectively evaluated for impairment $ 6,630,593 $ 2,534,996 $ 1,896,553 $ 4,116,677 $ 352,663 $ 15,531,482 Individually evaluated for impairment 18,214 12,172 5,167 23,426 — 58,979 Loans acquired with deteriorated credit quality 20,803 14,046 6,568 1,238 — 42,655 Total loans $ 6,669,610 $ 2,561,214 $ 1,908,288 $ 4,141,341 $ 352,663 $ 15,633,116 The following table details the changes in the allowance for loan losses for the three months ended March 31, 2018 and 2017 , respectively, by loan classification (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Unallocated Total Three months ended March 31, 2018: Balance at December 31, 2017 $ 21,188 $ 5,031 $ 8,962 $ 24,863 $ 5,874 $ 1,322 $ 67,240 Charged-off loans (728 ) (336 ) (2 ) (2,540 ) (5,063 ) — (8,669 ) Recovery of previously charged-off loans 1,396 666 565 888 1,187 — 4,702 Provision for loan losses 832 (261 ) 591 3,437 3,478 (1,146 ) 6,931 Balance at March 31, 2018 $ 22,688 $ 5,100 $ 10,116 $ 26,648 $ 5,476 $ 176 $ 70,204 Three months ended March 31, 2017: Balance at December 31, 2016 $ 13,655 $ 6,564 $ 3,624 $ 24,743 $ 9,520 $ 874 $ 58,980 Charged-off loans — (61 ) — (1,158 ) (3,943 ) — (5,162 ) Recovery of previously charged-off loans 6 170 33 140 532 — 881 Provision for loan losses 507 546 784 (813 ) 2,368 259 3,651 Balance at March 31, 2017 $ 14,168 $ 7,219 $ 4,441 $ 22,912 $ 8,477 $ 1,133 $ 58,350 |
Stock Options and Restricted 26
Stock Options and Restricted Shares (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 three months ended March 31, 2018 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters is as follows: Number Weighted-Average Exercise Price Weighted-Average Contractual Remaining Term (in years) Aggregate Intrinsic Value (000's) Outstanding at December 31, 2017 274,586 $ 21.40 3.06 $ 12,329 (1) Granted — Exercised (86,502 ) Forfeited — Outstanding at March 31, 2018 188,084 $ 22.64 4.01 $ 7,817 (2) Options exercisable at March 31, 2018 188,084 $ 22.64 4.01 $ 7,817 (2) (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $66.30 per common share at December 31, 2017 for the 274,586 options that were in-the-money at December 31, 2017 . (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $64.20 per common share at March 31, 2018 for the 188,084 options that were in-the-money at March 31, 2018 . |
Summary of Activity for Unvested Restricted Share Awards | A summary of activity for unvested restricted share awards for the three months ended March 31, 2018 is as follows: Number Grant Date Weighted-Average Cost Unvested at December 31, 2017 936,135 $ 50.08 Shares awarded 115,938 Conversion of previously awarded restricted share units to restricted share awards 6,200 Restrictions lapsed and shares released to associates/directors (264,357 ) Shares forfeited (1) (15,804 ) Unvested at March 31, 2018 778,112 $ 55.15 (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 three months ended March 31, 2018 : Grant Year Group (1) Vesting Period in years Shares awarded Restrictions Lapsed and shares released to participants Shares Forfeited by participants (6) Shares Unvested Time Based Awards 2018 Associates (2) 3 - 5 83,089 68 1,280 81,741 2018 Associates (3) 3 - 5 16,777 — 500 16,277 Performance Based Awards 2018 Leadership team (4) 3 6,200 4,340 1,860 — Outside Director Awards (5) 2018 Outside directors 1 16,072 — — 16,072 (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 vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For performance-based vesting awards and time-based vesting awards to Pinnacle Financial's executive officers, dividends are placed into escrow until the forfeiture restrictions on such shares lapse. (2) The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant. (3) Restricted share awards issued to associates that were former associates of BNC pursuant to legacy BNC incentive plans assumed by Pinnacle Financial. (4) Reflects conversion of restricted share units issued in prior years to restricted share awards. The forfeiture restrictions on these restricted share awards lapse in separate equal installments should Pinnacle Financial achieve certain soundness targets over each year of the subsequent vesting period. See further details of these awards under the caption "Restricted Share Units" below. (5) Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on February 28, 2019 based on each individual board member meeting their attendance goals for the various board and board committee meetings to which each member was scheduled to attend. (6) These shares represent forfeitures resulting from recipients whose employment or board membership is terminated during the year-to-date period ended March 31, 2018 . Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable. |
Summary of Restricted Share Unit awards | The following table details the restricted share unit awards outstanding at March 31, 2018 : Units Awarded Grant year Named Executive Officers (NEOs) (1) Leadership Team other than NEOs Applicable Performance Periods associated with each tranche (fiscal year) Service period per tranche (in years) Subsequent holding period per tranche (in years) Shares settled into RSAs as of period end (2) 2018 96,878-145,339 25,990 2018 2 3 N/A 2019 2 2 N/A 2020 2 1 N/A 2017 72,537-109,339 24,916 2017 2 3 N/A 2018 2 2 N/A 2019 2 1 N/A 2016 73,474-110,223 26,683 2016 2 3 N/A 2017 2 2 N/A 2018 2 1 N/A 2015 58,200-101,850 28,378 2015 2 3 N/A 2016 2 2 N/A 2017 2 1 N/A (1) The named executive officers are awarded a range of awards that may be earned based on attainment of goals between a target level of performance and a maximum level of performance. (2) Restricted share unit awards granted in 2018, 2017, 2016 and 2015 will be earned if certain performance targets (and service periods) are achieved. Additional forfeiture restrictions may 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 (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 is included in the following table (in thousands): March 31, 2018 December 31, 2017 Balance Sheet Location Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Interest rate swap agreements: Pay fixed / receive variable swaps Other assets $ 836,651 $ 18,269 $ 748,625 $ 13,771 Pay variable / receive fixed swaps Other liabilities 836,651 (18,384 ) 748,625 (13,866 ) Total $ 1,673,302 $ (115 ) $ 1,497,250 $ (95 ) Amount of Gain (Loss) Recognized in Income Location of Gain (Loss) Recognized in Income Three Months Ended March 31, 2018 2017 Interest rate swap agreements Other noninterest income $ (20 ) $ 13 |
Schedule of Derivative Instruments | Derivatives designated as cash flow hedges For derivative instruments that are designated and qualify as a cash flow hedge, the aggregate fair value of the derivative instrument is recorded in other assets or other liabilities with any gain or loss related to changes in fair value recorded in accumulated other comprehensive income, net of tax. The gain or loss is reclassified into earnings in the same period during which the hedged asset or liability affects earnings and is presented in the same income statement line item as the earnings effect of the hedged asset or liability. Pinnacle Financial uses forward cash flow hedge relationships in an effort to manage future interest rate exposure. The hedging strategy converts the LIBOR-based variable interest rate on forecasted borrowings to a fixed interest rate and is used in an effort to protect Pinnacle Financial from floating interest rate variability. A summary of Pinnacle Financial's cash flow hedge relationships as of March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, 2018 December 31, 2017 Balance Sheet Location Weighted Average Remaining Maturity Weighted Average Pay Rate Receive Rate Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Liability derivatives Interest rate swaps Other liabilities 3.47 2.78% 3 month LIBOR $ 200,000 $ (1,674 ) $ 200,000 $ (4,583 ) The effects of Pinnacle Financial's cash flow hedge relationships on the statement of comprehensive income (loss) during the three months ended March 31, 2018 and 2017 were as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income Three Months Ended March 31, 2018 2017 Interest rate swap agreements $ 1,579 $ (143 ) The cash flow hedges were determined to be highly effective during the periods presented and as a result qualify for hedge accounting treatment. If a hedge was deemed to be ineffective, the amount included in accumulated other comprehensive (loss) income would be reclassified into a line item within the statement of income that impacts operating results. The hedge would no longer be considered effective if a portion of the hedge becomes ineffective, the item hedged is no longer in existence or Pinnacle Financial discontinues hedge accounting. Pinnacle Financial expects the hedges to continue to be highly effective and qualify for hedge accounting during the remaining terms of the swaps. No amounts were reclassified from accumulated other comprehensive income into net income related to these derivatives during the three months ended March 31, 2018 or 2017 , and no amounts are expected to be reclassified from accumulated other comprehensive income into net income over the next twelve months. Derivatives designated as fair value hedges For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. Pinnacle Financial utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available-for-sale. The hedging strategy converts the fixed interest rates on the securities to LIBOR-based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. Pinnacle Financial has elected early adoption of FASB ASU 2017-12, which allows such partial term hedge designations. A summary of Pinnacle Financial's fair value hedge relationships as of March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, 2018 December 31, 2017 Balance Sheet Location Weighted Average Remaining Maturity Weighted Average Pay Rate Receive Rate Notional Estimated Notional Estimated Liability derivatives Interest rate swap agreements Other liabilities 7.64 2.89% 3 month LIBOR $ 154,145 $ (1,579 ) $ — $ — The effects of Pinnacle Financial's fair value hedge relationships on the income statement during the three months ended March 31, 2018 or 2017 were as follows. Location of Gain (Loss) on Derivative Amount of Gain (Loss) Recognized in Income Hedged Item Location of Gain (Loss) on Hedged Item Amount of Gain (Loss) Recognized in Income Three Months Ended March 31, Three Months Ended March 31, 2018 2017 2018 2017 Interest rate swap agreements Interest income on securities $ 1,579 $ — Securities available-for-sale Interest income on securities $ (1,579 ) $ — The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges at March 31, 2018 and December 31, 2017 : Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 Line item on the balance sheet Securities available-for-sale $ 150,249 $ — $ 1,579 $ — In April 2018, Pinnacle Financial executed additional swap transactions with a notional amount of $525 million designated as fair value hedges. These derivatives are intended to protect against the effects of changing interest rates on the fair values of fixed rate prepayable loans. As allowed under FASB ASU 2017-12, a specified portion of the prepayable loans have been designated as the hedged assets under the "last-of-layer" method. Such hedging designations are allowed on the portion of a closed portfolio of prepayable assets that is not expected to be affected by prepayments, defaults, and other factors affecting the timing and amount of cash flows. |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 , by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands): Total carrying value in the consolidated balance sheet Quoted market prices in an active market (Level 1) Models with significant observable market parameters (Level 2) Models with significant unobservable market parameters (Level 3) March 31, 2018 Investment securities available-for-sale: U.S. treasury securities $ 30,946 $ — $ 30,946 $ — U.S. government agency securities 173,443 — 173,443 — Mortgage-backed securities 1,277,273 — 1,277,273 — 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) State and municipal securities 1,192,465 — 1,177,239 15,226 Agency-backed securities 204,672 — 204,672 — Corporate notes and other 81,825 — 81,825 — Total investment securities available-for-sale $ 2,960,624 $ — $ 2,945,398 $ 15,226 Other investments 29,788 — — 29,788 Other assets 18,319 — 18,319 — Total assets at fair value $ 3,008,731 $ — $ 2,963,717 $ 45,014 Other liabilities $ 20,074 $ — $ 20,074 $ — Total liabilities at fair value $ 20,074 $ — $ 20,074 $ — December 31, 2017 Investment securities available-for-sale: U.S. treasury securities $ 30,445 $ — $ 30,445 $ — U.S. government agency securities 180,801 — 180,801 — Mortgage-backed securities 1,263,819 — 1,263,819 — State and municipal securities 784,612 — 767,583 17,029 Agency-backed securities 173,292 — 173,292 — Corporate notes and other 82,314 — 82,314 — Total investment securities available-for-sale 2,515,283 — 2,498,254 17,029 Other investments 28,874 — — 28,874 Other assets 11,812 — 11,812 — Total assets at fair value $ 2,555,969 $ — $ 2,510,066 $ 45,903 Other liabilities $ 13,886 $ — $ 13,886 $ — Total liabilities at fair value $ 13,886 $ — $ 13,886 $ — |
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 March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 Total carrying value in the consolidated balance sheet Quoted market prices in an active market (Level 1) Models with significant observable market parameters (Level 2) Models with significant unobservable market parameters (Level 3) Total gains (losses) for the year-to-date period then ended Other real estate owned $ 23,982 $ — $ — $ 23,982 $ 481 Impaired loans, net (1) 105,533 — — 105,533 (2,801 ) Total $ 129,515 $ — $ — $ 129,515 $ (2,320 ) December 31, 2017 Other real estate owned $ 27,831 $ — $ — $ 27,831 $ 203 Impaired loans, net (1) 99,317 — — 99,317 (722 ) Total $ 127,148 $ — $ — $ 127,148 $ (519 ) (1) Amount is net of valuation allowance of $2.8 million and $2.3 million at March 31, 2018 and December 31, 2017 , 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 months ended March 31, 2018 (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 March 31, 2018 2017 Available-for-sale Securities Other assets Other liabilities Available-for-sale Securities Other assets Other liabilities Fair value, beginning of period $ 17,029 $ 28,874 $ — $ — $ 10,478 $ — Total realized gains included in income 31 512 — — 197 — Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at March 31 (666 ) — — — — — Purchases — 870 — — 120 — Issuances — — — — — — Settlements (1,168 ) (468 ) — — (303 ) — Transfers out of Level 3 — — — — — — Fair value, end of period $ 15,226 $ 29,788 $ — $ — $ 10,492 $ — Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at March 31 $ 31 $ 512 $ — $ — $ 197 $ — |
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 March 31, 2018 and December 31, 2017 . This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as non-interest bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity (in thousands): March 31, 2018 Carrying/ Notional Amount Estimated Fair Value (1) Quoted market prices in an active market (Level 1) Models with significant observable market parameters (Level 2) Models with significant unobservable market parameters (Level 3) Financial assets: Securities held-to-maturity $ 20,677 $ 20,603 $ — $ 20,603 $ — Loans, net 16,255,813 16,170,768 — — 16,170,768 Consumer loans held-for-sale 100,231 101,200 — 101,200 — Commercial loans held-for-sale 18,625 18,803 — 18,803 — Financial liabilities: Deposits and securities sold under agreements to repurchase 16,634,772 16,094,142 — — 16,094,142 Federal Home Loan Bank advances 1,976,881 1,964,389 — — 1,964,389 Subordinated debt and other borrowings 465,550 442,970 — — 442,970 Off-balance sheet instruments: Commitments to extend credit (2) 5,769,256 1,984 — — 1,984 Standby letters of credit (3) 150,936 1,080 — — 1,080 December 31, 2017 Financial assets: Securities held-to-maturity $ 20,762 $ 20,830 $ — $ 20,830 $ — Loans, net 15,565,876 15,252,953 — — 15,252,953 Consumer loans held for sale 103,729 104,986 — 104,986 — Commercial loans held-for-sale 25,456 25,761 — 25,761 — Financial liabilities: Deposits and securities sold under agreements to repurchase 16,586,964 16,516,342 — — 16,516,342 Federal Home Loan Bank advances 1,319,909 1,313,311 — — 1,313,311 Subordinated debt and other borrowings 465,505 445,098 — — 445,098 Off-balance sheet instruments: Commitments to extend credit (2) 5,788,425 2,264 — — 2,264 Standby letters of credit (3) 143,684 800 — — 800 (1) Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction. (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 March 31, 2018 and December 31, 2017 , Pinnacle Financial included in other liabilities $1.9 million and $2.3 million, respectively, representing the inherent risks associated with these off-balance sheet commitments. (3) At March 31, 2018 and December 31, 2017 , the aggregate fair value of Pinnacle Financial's standby letters of credit was $1.1 million and $ 800,000 , respectively. These amounts represent the unamortized fee associated with these standby letters of credit and are included in the consolidated balance sheets of Pinnacle Financial and are believed to approximate fair value. These fair values will decrease over time as the existing standby letters of credit approach their expiration dates. |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 , that Pinnacle Financial and Pinnacle Bank met all capital adequacy requirements to which they are subject. To be categorized as well-capitalized under applicable banking regulations, Pinnacle Financial and Pinnacle Bank must maintain certain total risk-based, Tier 1 risk-based, common equity Tier 1 and Tier 1 leverage ratios as set forth in the following table and not be subject to a written agreement, order or directive to maintain a higher capital level. Pinnacle Financial's and Pinnacle Bank's actual capital amounts and resulting ratios, not including the capital conservation buffer, are presented in the following table (in thousands): Actual Minimum Capital Requirement Minimum To Be Well-Capitalized Amount Ratio Amount Ratio Amount Ratio At March 31, 2018 Total capital to risk weighted assets: Pinnacle Financial $ 2,325,113 12.1 % $ 1,542,891 8.0 % NA NA Pinnacle Bank $ 2,180,680 11.3 % $ 1,538,121 8.0 % $ 1,922,651 10.0 % Tier 1 capital to risk weighted assets: Pinnacle Financial $ 1,781,355 9.2 % $ 1,157,168 6.0 % NA NA Pinnacle Bank $ 1,979,624 10.3 % $ 1,153,591 6.0 % $ 1,538,121 8.0 % Common equity Tier 1 capital to risk weighted assets Pinnacle Financial $ 1,781,233 9.2 % $ 867,876 4.5 % NA NA Pinnacle Bank $ 1,979,502 10.3 % $ 865,193 4.5 % $ 1,249,723 6.5 % Tier 1 capital to average assets (*): Pinnacle Financial $ 1,781,355 8.8 % $ 809,553 4.0 % NA NA Pinnacle Bank $ 1,979,624 9.8 % $ 807,086 4.0 % $ 1,008,857 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) | 3 Months Ended |
Mar. 31, 2018 | |
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 2017 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 4.98 % 30-day LIBOR + 2.80% Pinnacle Statutory Trust II September 15, 2005 September 30, 2035 20,619 3.71 % 30-day LIBOR + 1.40% Pinnacle Statutory Trust III September 7, 2006 September 30, 2036 20,619 3.96 % 30-day LIBOR + 1.65% Pinnacle Statutory Trust IV October 31, 2007 September 30, 2037 30,928 4.97 % 30-day LIBOR + 2.85% BNC Capital Trust I April 3, 2003 April 15, 2033 5,155 4.97 % 30-day LIBOR + 3.25% BNC Capital Trust II March 11, 2004 April 7, 2034 6,186 4.57 % 30-day LIBOR + 2.85% BNC Capital Trust III September 23, 2004 September 23, 2034 5,155 4.12 % 30-day LIBOR + 2.40% BNC Capital Trust IV September 27, 2006 December 31, 2036 7,217 4.01 % 30-day LIBOR + 1.70% Valley Financial Trust I June 26, 2003 June 26, 2033 4,124 5.39 % 30-day LIBOR + 3.10% Valley Financial Trust II September 26, 2005 December 15, 2035 7,217 3.61 % 30-day LIBOR + 1.49% Valley Financial Trust III December 15, 2006 January 30, 2037 5,155 3.50 % 30-day LIBOR + 1.73% Southcoast Capital Trust III August 5, 2005 September 30, 2035 10,310 3.81 % 30-day LIBOR + 1.50% Subordinated Debt Pinnacle Bank Subordinated Notes July 30, 2015 July 30, 2025 60,000 4.88 % Fixed (1) Pinnacle Bank Subordinated Notes March 10, 2016 July 30, 2025 70,000 4.88 % Fixed (1) Avenue Subordinated Notes December 29, 2014 December 29, 2024 20,000 6.75 % Fixed (2) Pinnacle Financial Subordinated Notes November 16, 2016 November 16, 2026 120,000 5.25 % Fixed (3) BNC Subordinated Notes September 25, 2014 October 1, 2024 60,000 5.50 % Fixed (4) BNC Subordinated Note October 15, 2013 October 15, 2023 10,470 6.57 % 30-day LIBOR + 5.00% (5) Other Borrowings Revolving credit facility (6) March 28, 2018 April 25, 2019 — — Debt issuance costs and fair value adjustments (7,915 ) Total subordinated debt and other borrowings $ 465,550 ______________________ (1) Migrates to three month LIBOR + 3.128% beginning July 30, 2020 through the end of the term. (2) Migrates to three month LIBOR + 4.95% beginning January 1, 2020 through the end of the term. (3) Migrates to three month LIBOR + 3.884% beginning November 16, 2021 through the end of the term. (4) Migrates to three month LIBOR + 3.59% beginning October 1, 2019 through the end of the term if not redeemed on that date. (5) Coupon structure includes a floor of 5.0% and a cap of 9.5% (6) Borrowing capacity on the revolving credit facility is $75.0 million . At March 31, 2018 , there was no outstanding balance under this facility. This facility was subsequently amended on April 26, 2018. The rate on the amended facility is 1.75% plus the greater of zero percent and 30-day LIBOR with a maturity date of April 25, 2019 and an unused fee of 0.35% of average daily unused amount of loan. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Narrative (Details) | Jun. 16, 2017shares | Jan. 27, 2017USD ($)shares | Mar. 31, 2018USD ($)market | Mar. 31, 2017USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||
Number of markets entity operates | market | 11 | |||
Reduction in tax expense | $ | $ (19,633,000) | $ (13,791,000) | ||
Underwritten public offering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Net proceeds of offering | $ | $ 192,200,000 | |||
Shares issued (in shares) | 3,220,000 | |||
Over-allotment option | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Shares issued (in shares) | 420,000 | |||
Bankers Healthcare Group, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest (as percent) | 49.00% | |||
Common Stock | BNC Bancorp | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Common stock issued in conjunction with acquisition (in shares) | 27,687,100 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Transactions: | ||
Interest paid | $ 34,909,000 | $ 13,667,000 |
Income taxes paid, net | 425,000 | 230,000 |
Noncash Transactions: | ||
Loans charged-off to the allowance for loan losses | 8,669,000 | 5,162,000 |
Loans foreclosed upon and transferred to other real estate owned | 232,000 | 1,498,000 |
Loans foreclosed upon and transferred to other assets | $ 392,000 | $ 3,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Basic and Diluted Net Income Per Share Calculations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Basic net income per share calculation: | ||
Numerator - Net income | $ 83,510,000 | $ 39,653,000 |
Denominator - Weighted average common shares outstanding (in shares) | 77,077,957 | 48,022,342 |
Basic net income per common share (in dollars per share) | $ 1.08 | $ 0.83 |
Diluted net income per share calculation: | ||
Numerator – Net income | $ 83,510,000 | $ 39,653,000 |
Denominator - Weighted average common shares outstanding (in shares) | 77,077,957 | 48,022,342 |
Dilutive shares contingently issuable (in shares) | 287,707 | 495,578 |
Weighted average diluted common shares outstanding (in shares) | 77,365,664 | 48,517,920 |
Diluted net income per common share (in dollars per share) | $ 1.08 | $ 0.82 |
Acquisitions - Consideration Pa
Acquisitions - Consideration Paid and Allocation of Purchase Price to Net Assets Acquired (Details) - USD ($) | Jun. 16, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Allocation of total consideration paid: | |||
Goodwill | $ 1,808,300,000 | $ 1,808,002,000 | |
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 | 601,509,000 | ||
Goodwill | 1,256,753,000 | ||
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 | |
Loans | 5,601,290 | [1] |
Mortgage loans held for sale | 27,026 | |
Other real estate owned | 20,788 | [2] |
Core deposit intangible | 50,422 | [3] |
Property, plant and equipment | 153,464 | [4] |
Other assets | 374,602 | [5] |
Total Assets | 7,028,405 | |
Liabilities | ||
Interest-bearing deposits | 5,008,008 | [6] |
Non-interest bearing deposits | 1,199,342 | |
Borrowings | 176,977 | [7] |
Other liabilities | 42,569 | [8] |
Total Liabilities | 6,426,896 | |
Fair value of net assets assumed including estimated identifiable intangible assets | $ 601,509 | |
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 | |
Loans | 5,782,720 | [1] |
Mortgage loans held for sale | 27,026 | |
Other real estate owned | 20,143 | [2] |
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 | [8] |
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 | [9] |
Investment securities | 1,667 | [9] |
Loans | (181,430) | [1],[9] |
Mortgage loans held for sale | 0 | [9] |
Other real estate owned | 645 | [2],[9] |
Core deposit intangible | 50,422 | [3],[9] |
Property, plant and equipment | (3,341) | [4],[9] |
Other assets | 53,614 | [5],[9] |
Total Assets | (78,423) | [9] |
Liabilities | ||
Interest-bearing deposits | 4,355 | [6],[9] |
Non-interest bearing deposits | 0 | [9] |
Borrowings | (6,412) | [7],[9] |
Other liabilities | 6,840 | [8],[9] |
Total Liabilities | 4,783 | [9] |
Fair value of net assets assumed including estimated identifiable intangible assets | $ (83,206) | [9] |
[1] | 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. | |
[2] | Although not complete, this adjustment reflects the Day 1 value of OREO properties subsequently sold. | |
[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] | (5)The amount represents the adjustment of the net book value of BNC's property, plant and equipment to estimated fair value based on market values of similar assets. | |
[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 instruments. | |
[8] | The amount represents the adjustment to accrue obligations that existed but had not been recorded as of the acquisition date and the fair value of BNC lease obligations. | |
[9] | 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 assessments. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | Jun. 16, 2017USD ($) |
BNC Bancorp | |
Business Acquisition [Line Items] | |
Transaction costs | $ 7.2 |
Acquisitions - Supplemental Pro
Acquisitions - Supplemental Pro-forma Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 219,665 |
Income before income taxes | $ 74,999 |
Equity method investment - Fina
Equity method investment - Financial Position and Results of Operations (Details) - Bankers Healthcare Group, LLC - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Assets | $ 340,760 | $ 330,030 | |
Liabilities | 232,978 | 224,837 | |
Membership interests | 107,782 | 105,193 | |
Total liabilities and membership interests | 340,760 | $ 330,030 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Revenues | 43,750 | $ 34,235 | |
Net income | $ 19,003 | $ 16,012 |
Equity method investment - Narr
Equity method investment - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Technology, trade name and customer relationship intangibles | $ 54,012,000 | $ 56,710,000 | ||
Amortization of Intangible Assets | 2,698,000 | $ 1,196,000 | ||
Dividends received from equity method investment | 4,324,000 | 2,450,000 | ||
Bankers Healthcare Group, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Technology, trade name and customer relationship intangibles | 12,700,000 | $ 13,400,000 | ||
Amortization of Intangible Assets | 693,000 | 832,000 | ||
Accretion income | 742,000 | 806,000 | ||
Dividends received from equity method investment | 4,324,000 | $ 2,540,000 | ||
Loan face amount | $ 0 | $ 0 |
Securities - Amortized Cost and
Securities - Amortized Cost and Fair Value of Securities (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Securities available-for-sale [Abstract] | ||
Amortized Cost | $ 3,003,018,000 | $ 2,513,540,000 |
Gross Unrealized Gains | 9,571,000 | 19,244,000 |
Gross Unrealized Losses | 51,965,000 | 17,501,000 |
Securities available-for-sale, at fair value | 2,960,624,000 | 2,515,283,000 |
Available-for-sale, Amortized Cost [Abstract] | ||
Due in one year or less | 0 | |
Due in one year to five years | 96,941,000 | |
Due in five years to ten years | 177,898,000 | |
Due after ten years | 1,221,105,000 | |
Mortgage-backed securities | 1,302,274,000 | |
Asset-backed securities | 204,800,000 | |
Amortized Cost | 3,003,018,000 | |
Available-for-sale, Fair Value [Abstract] | ||
Due in one year or less | 0 | |
Due in one year to five years | 97,087,000 | |
Due in five years to ten years | 177,231,000 | |
Due after ten years | 1,204,361,000 | |
Mortgage-backed securities | 1,277,273,000 | |
Asset-backed securities | 204,672,000 | |
Securities available-for-sale, at fair value | 2,960,624,000 | 2,515,283,000 |
Held-to-maturity Securities, Debt Maturities, within One Year, Net Carrying Amount | 0 | |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 20,677,000 | 20,762,000 |
Gross Unrealized Gains | 46,000 | 114,000 |
Gross Unrealized Losses | 120,000 | 46,000 |
Securities held-to-maturity, fair value | 20,603,000 | 20,830,000 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Due in one year to five years | 7,496,000 | |
Due in five years to ten years | 10,385,000 | |
Due after ten years | 2,796,000 | |
Mortgage-backed securities | 0 | |
Asset-backed securities | 0 | |
Amortized Cost | 20,677,000 | 20,762,000 |
Held-to-maturity, Fair Value [Abstract] | ||
Due in one year or less | 0 | |
Due in one year to five years | 7,489,000 | |
Due in five years to ten years | 10,316,000 | |
Due after ten years | 2,798,000 | |
Mortgage-backed securities | 0 | |
Asset-backed securities | 0 | |
Fair Value | 20,603,000 | 20,830,000 |
U.S. Treasury securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 31,002,000 | 30,505,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 56,000 | 60,000 |
Securities available-for-sale, at fair value | 30,946,000 | 30,445,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 30,946,000 | 30,445,000 |
U.S. government agency securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 176,305,000 | 182,500,000 |
Gross Unrealized Gains | 43,000 | 67,000 |
Gross Unrealized Losses | 2,905,000 | 1,766,000 |
Securities available-for-sale, at fair value | 173,443,000 | 180,801,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 173,443,000 | 180,801,000 |
Mortgage-backed securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 1,302,274,000 | 1,270,625,000 |
Gross Unrealized Gains | 4,393,000 | 5,318,000 |
Gross Unrealized Losses | 29,394,000 | 12,124,000 |
Securities available-for-sale, at fair value | 1,277,273,000 | 1,263,819,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 1,277,273,000 | 1,263,819,000 |
State and municipal securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 1,206,777,000 | 774,949,000 |
Gross Unrealized Gains | 3,890,000 | 12,251,000 |
Gross Unrealized Losses | 18,202,000 | 2,588,000 |
Securities available-for-sale, at fair value | 1,192,465,000 | 784,612,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 1,192,465,000 | 784,612,000 |
Asset-backed securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 204,800,000 | 173,346,000 |
Gross Unrealized Gains | 377,000 | 262,000 |
Gross Unrealized Losses | 505,000 | 316,000 |
Securities available-for-sale, at fair value | 204,672,000 | 173,292,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 204,672,000 | 173,292,000 |
Corporate notes and other | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 81,860,000 | 81,615,000 |
Gross Unrealized Gains | 868,000 | 1,346,000 |
Gross Unrealized Losses | 903,000 | 647,000 |
Securities available-for-sale, at fair value | 81,825,000 | 82,314,000 |
Available-for-sale, Fair Value [Abstract] | ||
Securities available-for-sale, at fair value | 81,825,000 | 82,314,000 |
State and municipal securities | ||
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 20,677,000 | 20,762,000 |
Gross Unrealized Gains | 46,000 | 114,000 |
Gross Unrealized Losses | 120,000 | 46,000 |
Securities held-to-maturity, fair value | 20,603,000 | 20,830,000 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Amortized Cost | 20,677,000 | 20,762,000 |
Held-to-maturity, Fair Value [Abstract] | ||
Fair Value | $ 20,603,000 | $ 20,830,000 |
Securities- Unrealized Losses (
Securities- Unrealized Losses (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | $ 1,930,176 | $ 1,017,346 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 37,542 | 9,021 |
Investments with an unrealized loss of 12 months or longer, fair value | 367,056 | 361,724 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 14,543 | 8,526 |
Total investments with an unrealized loss, fair value | 2,297,232 | 1,379,070 |
Total investments with an unrealized loss, unrealized losses | 52,085 | 17,547 |
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 | 30,697 | 29,948 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 56 | 60 |
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 | 30,697 | 29,948 |
Total investments with an unrealized loss, unrealized losses | 56 | 60 |
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 | 145,967 | 173,677 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 2,904 | 1,766 |
Investments with an unrealized loss of 12 months or longer, fair value | 248 | 0 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 1 | 0 |
Total investments with an unrealized loss, fair value | 146,215 | 173,677 |
Total investments with an unrealized loss, unrealized losses | 2,905 | 1,766 |
Mortgage-backed securities | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 779,194 | 607,408 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 17,392 | 5,042 |
Investments with an unrealized loss of 12 months or longer, fair value | 297,735 | 285,561 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 12,002 | 7,082 |
Total investments with an unrealized loss, fair value | 1,076,929 | 892,969 |
Total investments with an unrealized loss, unrealized losses | 29,394 | 12,124 |
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 | 863,010 | 115,403 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 15,987 | 1,408 |
Investments with an unrealized loss of 12 months or longer, fair value | 47,894 | 50,083 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 2,335 | 1,226 |
Total investments with an unrealized loss, fair value | 910,904 | 165,486 |
Total investments with an unrealized loss, unrealized losses | 18,322 | 2,634 |
Asset-backed securities | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 79,428 | 68,742 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 449 | 198 |
Investments with an unrealized loss of 12 months or longer, fair value | 9,482 | 14,136 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 56 | 118 |
Total investments with an unrealized loss, fair value | 88,910 | 82,878 |
Total investments with an unrealized loss, unrealized losses | 505 | 316 |
Corporate notes | ||
Available-for-sale securities, continuous unrealized loss position [Abstract] | ||
Investments with an unrealized loss of less than 12 months, fair value | 31,880 | 22,168 |
Investments with an unrealized loss of less than 12 months, unrealized losses | 754 | 547 |
Investments with an unrealized loss of 12 months or longer, fair value | 11,697 | 11,944 |
Investments with an unrealized loss of 12 months or longer, unrealized losses | 149 | 100 |
Total investments with an unrealized loss, fair value | 43,577 | 34,112 |
Total investments with an unrealized loss, unrealized losses | $ 903 | $ 647 |
Securities Securities - Narrati
Securities Securities - Narrative (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
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 | $ 1,361,050 | |
Secured borrowing under agreement to repurchase | 131,863,000 | |
Accumulated unrealized losses | 52,085,000 | $ 17,547,000 |
Fair value of securities | 2,297,232,000 | $ 1,379,070,000 |
Securities pledged as collateral | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Secured borrowing under agreement to repurchase | $ 131,900,000 |
Loans and Allowance for Loan 43
Loans and Allowance for Loan Losses Loans and Allowance for Loan Losses - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of loan portfolio as commercial loan | 81.10% | ||
Risk rated loans | $ 1,000,000 | ||
Impaired receivable increase | 104,989,000 | $ 41,113,000 | |
Cash payments received on nonaccrual loans | 0 | 49,000 | |
Nonaccrual loans | 1,400,000 | 640,000 | |
Troubled debt restructurings performing as of restructure date | $ 6,100,000 | $ 6,600,000 | |
Percentage of credit exposure to risk based capital | 25.00% | ||
Loans and other extensions of credit granted to directors, executive officers, and their related entities | $ 24,600,000 | 26,400,000 | |
Amount drawn from loans and other extensions of credit granted | 14,400,000 | 16,100,000 | |
Commercial loans held-for-sale | 18,625,000 | 25,456,000 | |
Mortgage loans held-for-sale | 99,600,000 | $ 102,700,000 | |
Loans sold | 147,100,000 | ||
Gain on mortgage loans sold, net | $ 3,744,000 | $ 4,155,000 |
Loans and Allowance for Loan 44
Loans and Allowance for Loan Losses - Loan Classification by Risk Rating Category (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | |
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | $ 16,326,017,000 | $ 15,633,116,000 | |
Potential problem loans not included in nonperforming assets | 158,100,000 | 164,000,000 | |
Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 15,966,626,000 | 15,237,775,000 | |
Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 126,936,000 | 168,713,000 | |
Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 162,253,000 | 169,173,000 |
Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 70,202,000 | 57,455,000 | |
Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | 0 | |
Commercial real estate - mortgage | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 6,794,288,000 | 6,669,610,000 | |
Commercial real estate - mortgage | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 6,628,989,000 | 6,487,368,000 | |
Commercial real estate - mortgage | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 76,856,000 | 94,134,000 | |
Commercial real estate - mortgage | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 63,343,000 | 72,044,000 |
Commercial real estate - mortgage | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 25,100,000 | 16,064,000 | |
Commercial real estate - mortgage | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | 0 | |
Consumer real estate - mortgage | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 2,580,766,000 | 2,561,214,000 | |
Consumer real estate - mortgage | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 2,533,268,000 | 2,503,688,000 | |
Consumer real estate - mortgage | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 11,661,000 | 18,356,000 | |
Consumer real estate - mortgage | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 17,307,000 | 21,053,000 |
Consumer real estate - mortgage | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 18,530,000 | 18,117,000 | |
Consumer real estate - mortgage | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | 0 | |
Construction and land development | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 2,095,875,000 | 1,908,288,000 | |
Construction and land development | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 2,081,071,000 | 1,880,704,000 | |
Construction and land development | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 4,149,000 | 8,148,000 | |
Construction and land development | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 7,037,000 | 13,468,000 |
Construction and land development | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 3,618,000 | 5,968,000 | |
Construction and land development | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | 0 | |
Commercial and industrial | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 4,490,886,000 | 4,141,341,000 | |
Commercial and industrial | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 4,360,699,000 | 4,014,656,000 | |
Commercial and industrial | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 33,524,000 | 46,898,000 | |
Commercial and industrial | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 74,491,000 | 62,529,000 |
Commercial and industrial | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 22,172,000 | 17,258,000 | |
Commercial and industrial | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 0 | 0 | |
Consumer and other | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 364,202,000 | 352,663,000 | |
Consumer and other | Pass | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 362,599,000 | 351,359,000 | |
Consumer and other | Special Mention | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 746,000 | 1,177,000 | |
Consumer and other | Substandard-accrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | [1] | 75,000 | 79,000 |
Consumer and other | Substandard-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | 782,000 | 48,000 | |
Consumer and other | Doubtful-nonaccrual | |||
Financing Receivable, Recorded Investment [Line Items] | |||
Loans | $ 0 | $ 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 $158.1 million at March 31, 2018, compared to $164.0 million at December 31, 2017. |
Loans and Allowance for Loan 45
Loans and Allowance for Loan Losses - Rollforward of Purchase Credit Impaired Loans (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Gross Carrying Value | |
Gross carrying value, beginning balance | $ 74,324 |
Acquisition | 0 |
Year-to-date settlements | (5,298) |
Gross carrying value, ending balance | 69,026 |
Accretable Yield | |
Accretable yield, beginning balance | (132) |
Acquisition | 0 |
Year-to-date settlements | 23 |
Accretable yield, ending balance | (109) |
Nonaccretable Yield | |
Nonaccretable yield, beginning balance | (31,537) |
Acquisition | 0 |
Year-to-date settlements | 1,491 |
Nonaccretable yield, ending balance | (30,046) |
Net Carrying Value | |
Net carrying value, beginning balance | 42,655 |
Acquisition | 0 |
Year-to-date settlements | (3,784) |
Net carrying value, ending balance | $ 38,871 |
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 | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | $ 108,337 | $ 101,634 | |
Unpaid principal balances | 138,717 | 133,747 | |
Valuation allowance | 2,804 | 2,317 | |
Average recorded investment | 104,989 | $ 41,113 | |
Interest income recognized | 0 | 49 | |
Collateral dependent impaired loans: | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 56,079 | 50,712 | |
Unpaid principal balances | 76,953 | 71,881 | |
Valuation allowance | 2,040 | 521 | |
Average recorded investment | 53,396 | 12,706 | |
Interest income recognized | 0 | 49 | |
Collateral dependent impaired loans: | Commercial real estate - mortgage | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 36,258 | 33,073 | |
Unpaid principal balances | 43,809 | 40,771 | |
Valuation allowance | 778 | 38 | |
Average recorded investment | 34,666 | 2,100 | |
Interest income recognized | 0 | 0 | |
Collateral dependent impaired loans: | Consumer real estate - mortgage | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 5,166 | 6,314 | |
Unpaid principal balances | 7,233 | 8,560 | |
Valuation allowance | 0 | 115 | |
Average recorded investment | 5,740 | 2,216 | |
Interest income recognized | 0 | 0 | |
Collateral dependent impaired loans: | Construction and land development | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 5,939 | 8,513 | |
Unpaid principal balances | 11,537 | 14,115 | |
Valuation allowance | 0 | 6 | |
Average recorded investment | 7,226 | 2,078 | |
Interest income recognized | 0 | 49 | |
Collateral dependent impaired loans: | Commercial and industrial | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 8,716 | 2,812 | |
Unpaid principal balances | 14,374 | 8,435 | |
Valuation allowance | 1,262 | 362 | |
Average recorded investment | 5,764 | 6,312 | |
Interest income recognized | 0 | 0 | |
Collateral dependent impaired loans: | Consumer and other | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 0 | 0 | |
Unpaid principal balances | 0 | 0 | |
Valuation allowance | 0 | 0 | |
Average recorded investment | 0 | 0 | |
Interest income recognized | 0 | 0 | |
Cash flow dependent impaired loans: | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 52,258 | 50,922 | |
Unpaid principal balances | 61,764 | 61,866 | |
Valuation allowance | 764 | 1,796 | |
Average recorded investment | 51,593 | 28,407 | |
Interest income recognized | 0 | 0 | |
Cash flow dependent impaired loans: | Commercial real estate - mortgage | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 6,808 | 5,944 | |
Unpaid principal balances | 9,106 | 8,237 | |
Valuation allowance | 93 | 95 | |
Average recorded investment | 6,376 | 2,597 | |
Interest income recognized | 0 | 0 | |
Cash flow dependent impaired loans: | Consumer real estate - mortgage | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 20,200 | 19,904 | |
Unpaid principal balances | 23,370 | 23,387 | |
Valuation allowance | 296 | 411 | |
Average recorded investment | 19,941 | 9,393 | |
Interest income recognized | 0 | 0 | |
Cash flow dependent impaired loans: | Construction and land development | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 1,017 | 3,222 | |
Unpaid principal balances | 1,883 | 4,184 | |
Valuation allowance | 13 | 12 | |
Average recorded investment | 2,120 | 3,288 | |
Interest income recognized | 0 | 0 | |
Cash flow dependent impaired loans: | Commercial and industrial | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 23,451 | 21,852 | |
Unpaid principal balances | 26,595 | 26,058 | |
Valuation allowance | 152 | 1,278 | |
Average recorded investment | 22,669 | 12,440 | |
Interest income recognized | 0 | 0 | |
Cash flow dependent impaired loans: | Consumer and other | |||
Financing Receivable, Impaired [Line Items] | |||
Recorded investment | 782 | 0 | |
Unpaid principal balances | 810 | 0 | |
Valuation allowance | 210 | $ 0 | |
Average recorded investment | 487 | 689 | |
Interest income recognized | $ 0 | $ 0 |
Loans and Allowance for Loan 47
Loans and Allowance for Loan Losses - Troubled Debt Restructurings (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)contract | Mar. 31, 2017USD ($)contract | |
Troubled debt restructuring categorized by loan classification [Abstract] | ||
Number of contracts | contract | 0 | 1 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 3,457 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 3,457 |
Commercial real estate - mortgage | ||
Troubled debt restructuring categorized by loan classification [Abstract] | ||
Number of contracts | contract | 0 | 0 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 0 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 0 |
Consumer real estate - mortgage | ||
Troubled debt restructuring categorized by loan classification [Abstract] | ||
Number of contracts | contract | 0 | 0 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 0 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 0 |
Construction and land development | ||
Troubled debt restructuring categorized by loan classification [Abstract] | ||
Number of contracts | contract | 0 | 0 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 0 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 0 |
Commercial and industrial | ||
Troubled debt restructuring categorized by loan classification [Abstract] | ||
Number of contracts | contract | 0 | 1 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 3,457 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 3,457 |
Consumer and other | ||
Troubled debt restructuring categorized by loan classification [Abstract] | ||
Number of contracts | contract | 0 | 0 |
Pre Modification Outstanding Recorded Investment | $ 0 | $ 0 |
Post Modification Outstanding Recorded Investment, net of related allowance | $ 0 | $ 0 |
Loans and Allowance for Loan 48
Loans and Allowance for Loan Losses - Industry Classification System (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Lessors of nonresidential buildings | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | $ 2,879,195 | |
Unfunded Commitments | 691,591 | |
Total exposure | 3,570,786 | $ 2,810,951 |
Lessors of residential buildings | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | 929,097 | |
Unfunded Commitments | 275,564 | |
Total exposure | 1,204,661 | 884,244 |
Hotels (except for Casino Hotels) and Motels | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | 678,619 | |
Unfunded Commitments | 195,623 | |
Total exposure | $ 874,242 | $ 628,991 |
Loans and Allowance for Loan 49
Loans and Allowance for Loan Losses - Financing Receivables Past Due (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | |
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | $ 16,326,017,000 | $ 15,633,116,000 | |
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | [1] | 55,729,000 | 41,519,000 |
Currently performing impaired loans | 56,300,000 | 45,800,000 | |
Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 24,398,000 | 26,719,000 | |
Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 14,473,000 | 15,936,000 | |
Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 39,665,000 | 60,158,000 | |
30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 38,534,000 | 56,019,000 | |
90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 1,131,000 | 4,139,000 | |
Purchase credit impaired | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 16,191,752,000 | 15,488,784,000 | |
Commercial real estate - mortgage | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 6,794,288,000 | 6,669,610,000 | |
Commercial real estate - mortgage | Owner-occupied | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,427,946,000 | 2,460,015,000 | |
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | [1] | 19,935,000 | 11,395,000 |
Commercial real estate - mortgage | Owner-occupied | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,430,000 | 4,820,000 | |
Commercial real estate - mortgage | Owner-occupied | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 1,172,000 | 1,105,000 | |
Commercial real estate - mortgage | Owner-occupied | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,810,000 | 6,876,000 | |
Commercial real estate - mortgage | Owner-occupied | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,805,000 | 6,772,000 | |
Commercial real estate - mortgage | Owner-occupied | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 5,000 | 104,000 | |
Commercial real estate - mortgage | Owner-occupied | Purchase credit impaired | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,398,599,000 | 2,435,819,000 | |
Commercial real estate - mortgage | All other | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,366,342,000 | 4,209,595,000 | |
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | [1] | 1,206,000 | 704,000 |
Commercial real estate - mortgage | All other | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 11,903,000 | 12,018,000 | |
Commercial real estate - mortgage | All other | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 2,787,000 | 2,860,000 | |
Commercial real estate - mortgage | All other | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 6,810,000 | 16,559,000 | |
Commercial real estate - mortgage | All other | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 6,678,000 | 16,559,000 | |
Commercial real estate - mortgage | All other | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 132,000 | 0 | |
Commercial real estate - mortgage | All other | Purchase credit impaired | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,343,636,000 | 4,177,454,000 | |
Consumer real estate - mortgage | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,580,766,000 | 2,561,214,000 | |
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | [1] | 11,336,000 | 9,320,000 |
Consumer real estate - mortgage | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,024,000 | 5,249,000 | |
Consumer real estate - mortgage | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 7,195,000 | 8,797,000 | |
Consumer real estate - mortgage | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 13,386,000 | 16,100,000 | |
Consumer real estate - mortgage | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 13,367,000 | 14,835,000 | |
Consumer real estate - mortgage | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 19,000 | 1,265,000 | |
Consumer real estate - mortgage | Purchase credit impaired | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,544,825,000 | 2,521,748,000 | |
Construction and land development | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,095,875,000 | 1,908,288,000 | |
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | [1] | 381,000 | 2,878,000 |
Construction and land development | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,339,000 | 3,478,000 | |
Construction and land development | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 3,236,000 | 3,090,000 | |
Construction and land development | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 609,000 | 4,282,000 | |
Construction and land development | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 606,000 | 4,136,000 | |
Construction and land development | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 3,000 | 146,000 | |
Construction and land development | Purchase credit impaired | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 2,088,310,000 | 1,894,560,000 | |
Commercial and industrial | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,490,886,000 | 4,141,341,000 | |
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | [1] | 22,090,000 | 17,222,000 |
Commercial and industrial | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 702,000 | 1,154,000 | |
Commercial and industrial | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 82,000 | 84,000 | |
Commercial and industrial | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 9,851,000 | 8,754,000 | |
Commercial and industrial | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 9,262,000 | 7,406,000 | |
Commercial and industrial | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 589,000 | 1,348,000 | |
Commercial and industrial | Purchase credit impaired | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,458,161,000 | 4,114,127,000 | |
Consumer and other | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 364,202,000 | 352,663,000 | |
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | [1] | 781,000 | 0 |
Consumer and other | Purchased credit impaired, accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 0 | 0 | |
Consumer and other | Purchased credit impaired, nonaccruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans and Leases Receivable, Nonperforming, Nonaccrual of Interest | 1,000 | 0 | |
Consumer and other | Past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 5,199,000 | 7,587,000 | |
Consumer and other | 30-89 days past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 4,816,000 | 6,311,000 | |
Consumer and other | 90 days or more past due and accruing | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | 383,000 | 1,276,000 | |
Consumer and other | Purchase credit impaired | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Loans | $ 358,221,000 | $ 345,076,000 | |
[1] | Approximately $56.3 million and $45.8 million of nonaccrual loans as of March 31, 2018 and December 31, 2017, respectively, were performing pursuant to their contractual terms at those dates. |
Loans and Allowance for Loan 50
Loans and Allowance for Loan Losses - Allowance Allocation (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total Allowance for Loan Losses | $ 70,204,000 | $ 67,240,000 |
Troubled debt restructurings performing as of restructure date | $ 6,100,000 | $ 6,600,000 |
Loans and Allowance for Loan 51
Loans and Allowance for Loan Losses - Allowance for Credit Losses (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | $ 67,240,000 | $ 58,980,000 | |
Charged-off loans | (8,669,000) | (5,162,000) | |
Recovery of previously charged-off loans | 4,702,000 | 881,000 | |
Provision for loan losses | 6,931,000 | 3,651,000 | |
Ending Balance | 70,204,000 | 58,350,000 | |
Loans acquired with deteriorated credit quality (1) | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | [1] | 573,000 | |
Ending Balance | [1] | 138,000 | |
Commercial real estate - mortgage | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | 21,188,000 | 13,655,000 | |
Charged-off loans | (728,000) | 0 | |
Recovery of previously charged-off loans | 1,396,000 | 6,000 | |
Provision for loan losses | 832,000 | 507,000 | |
Ending Balance | 22,688,000 | 14,168,000 | |
Commercial real estate - mortgage | Loans acquired with deteriorated credit quality (1) | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | [1] | 340,000 | |
Ending Balance | [1] | 107,000 | |
Consumer real estate - mortgage | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | 5,031,000 | 6,564,000 | |
Charged-off loans | (336,000) | (61,000) | |
Recovery of previously charged-off loans | 666,000 | 170,000 | |
Provision for loan losses | (261,000) | 546,000 | |
Ending Balance | 5,100,000 | 7,219,000 | |
Consumer real estate - mortgage | Loans acquired with deteriorated credit quality (1) | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | [1] | 161,000 | |
Ending Balance | [1] | 27,000 | |
Construction and land development | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | 8,962,000 | 3,624,000 | |
Charged-off loans | (2,000) | 0 | |
Recovery of previously charged-off loans | 565,000 | 33,000 | |
Provision for loan losses | 591,000 | 784,000 | |
Ending Balance | 10,116,000 | 4,441,000 | |
Construction and land development | Loans acquired with deteriorated credit quality (1) | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | [1] | 17,000 | |
Ending Balance | [1] | 2,000 | |
Commercial and industrial | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | 24,863,000 | 24,743,000 | |
Charged-off loans | (2,540,000) | (1,158,000) | |
Recovery of previously charged-off loans | 888,000 | 140,000 | |
Provision for loan losses | 3,437,000 | (813,000) | |
Ending Balance | 26,648,000 | 22,912,000 | |
Commercial and industrial | Loans acquired with deteriorated credit quality (1) | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | [1] | 55,000 | |
Ending Balance | [1] | 2,000 | |
Consumer and other | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | 5,874,000 | 9,520,000 | |
Charged-off loans | (5,063,000) | (3,943,000) | |
Recovery of previously charged-off loans | 1,187,000 | 532,000 | |
Provision for loan losses | 3,478,000 | 2,368,000 | |
Ending Balance | 5,476,000 | 8,477,000 | |
Consumer and other | Loans acquired with deteriorated credit quality (1) | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | [1] | 0 | |
Ending Balance | [1] | 0 | |
Unallocated | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | 1,322,000 | 874,000 | |
Charged-off loans | 0 | 0 | |
Recovery of previously charged-off loans | 0 | 0 | |
Provision for loan losses | (1,146,000) | 259,000 | |
Ending Balance | 176,000 | $ 1,133,000 | |
Unallocated | Loans acquired with deteriorated credit quality (1) | |||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||
Beginning Balance | [1] | ||
Ending Balance | [1] | ||
[1] | (1) Loans acquired with deteriorated credit quality are recorded at fair value at the time of acquisition. An allowance for loan losses is recorded resulting from subsequent credit deterioration. |
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 ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Collectively evaluated for impairment | $ 67,224,000 | $ 63,147,000 | |||
Individually evaluated for impairment | 2,666,000 | 2,198,000 | |||
Total allowance for loan losses | 70,204,000 | 67,240,000 | $ 58,350,000 | $ 58,980,000 | |
Collectively evaluated for impairment | 16,217,680,000 | 15,531,482,000 | |||
Individually evaluated for impairment | 69,466,000 | 58,979,000 | |||
Loans | 16,326,017,000 | 15,633,116,000 | |||
Loans acquired with deteriorated credit quality (1) | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total allowance for loan losses | [1] | 138,000 | 573,000 | ||
Loans acquired with deteriorated credit quality | 38,871,000 | 42,655,000 | |||
Commercial real estate - mortgage | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Collectively evaluated for impairment | 21,817,000 | 20,753,000 | |||
Individually evaluated for impairment | 764,000 | 95,000 | |||
Total allowance for loan losses | 22,688,000 | 21,188,000 | 14,168,000 | 13,655,000 | |
Collectively evaluated for impairment | 6,751,222,000 | 6,630,593,000 | |||
Individually evaluated for impairment | 22,773,000 | 18,214,000 | |||
Loans | 6,794,288,000 | 6,669,610,000 | |||
Commercial real estate - mortgage | Loans acquired with deteriorated credit quality (1) | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total allowance for loan losses | [1] | 107,000 | 340,000 | ||
Loans acquired with deteriorated credit quality | 20,293,000 | 20,803,000 | |||
Consumer real estate - mortgage | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Collectively evaluated for impairment | 4,804,000 | 4,460,000 | |||
Individually evaluated for impairment | 269,000 | 410,000 | |||
Total allowance for loan losses | 5,100,000 | 5,031,000 | 7,219,000 | 6,564,000 | |
Collectively evaluated for impairment | 2,555,400,000 | 2,534,996,000 | |||
Individually evaluated for impairment | 14,148,000 | 12,172,000 | |||
Loans | 2,580,766,000 | 2,561,214,000 | |||
Consumer real estate - mortgage | Loans acquired with deteriorated credit quality (1) | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total allowance for loan losses | [1] | 27,000 | 161,000 | ||
Loans acquired with deteriorated credit quality | 11,218,000 | 14,046,000 | |||
Construction and land development | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Collectively evaluated for impairment | 10,103,000 | 8,879,000 | |||
Individually evaluated for impairment | 11,000 | 66,000 | |||
Total allowance for loan losses | 10,116,000 | 8,962,000 | 4,441,000 | 3,624,000 | |
Collectively evaluated for impairment | 2,088,919,000 | 1,896,553,000 | |||
Individually evaluated for impairment | 381,000 | 5,167,000 | |||
Loans | 2,095,875,000 | 1,908,288,000 | |||
Construction and land development | Loans acquired with deteriorated credit quality (1) | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total allowance for loan losses | [1] | 2,000 | 17,000 | ||
Loans acquired with deteriorated credit quality | 6,575,000 | 6,568,000 | |||
Commercial and industrial | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Collectively evaluated for impairment | 25,234,000 | 23,181,000 | |||
Individually evaluated for impairment | 1,412,000 | 1,627,000 | |||
Total allowance for loan losses | 26,648,000 | 24,863,000 | 22,912,000 | 24,743,000 | |
Collectively evaluated for impairment | 4,458,719,000 | 4,116,677,000 | |||
Individually evaluated for impairment | 31,383,000 | 23,426,000 | |||
Loans | 4,490,886,000 | 4,141,341,000 | |||
Commercial and industrial | Loans acquired with deteriorated credit quality (1) | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total allowance for loan losses | [1] | 2,000 | 55,000 | ||
Loans acquired with deteriorated credit quality | 784,000 | 1,238,000 | |||
Consumer and other | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Collectively evaluated for impairment | 5,266,000 | 5,874,000 | |||
Individually evaluated for impairment | 210,000 | 0 | |||
Total allowance for loan losses | 5,476,000 | 5,874,000 | 8,477,000 | 9,520,000 | |
Collectively evaluated for impairment | 363,420,000 | 352,663,000 | |||
Individually evaluated for impairment | 781,000 | 0 | |||
Loans | 364,202,000 | 352,663,000 | |||
Consumer and other | Loans acquired with deteriorated credit quality (1) | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total allowance for loan losses | [1] | 0 | 0 | ||
Loans acquired with deteriorated credit quality | 1,000 | 0 | |||
Unallocated | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Collectively evaluated for impairment | |||||
Individually evaluated for impairment | |||||
Total allowance for loan losses | 176,000 | 1,322,000 | $ 1,133,000 | $ 874,000 | |
Unallocated | Loans acquired with deteriorated credit quality (1) | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Total allowance for loan losses | [1] | ||||
[1] | (1) Loans acquired with deteriorated credit quality are recorded at fair value at the time of acquisition. An allowance for loan losses is recorded resulting from subsequent credit deterioration. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 2,800,000 | $ 1,300,000 |
Interest and penalties | $ 0 | $ 18,000 |
Effective income tax rate (as percent) | 19.00% | 25.80% |
Federal and State income tax statutory rate (as percent) | 26.14% | 39.23% |
Excess tax benefit | $ 2,700,000 | $ 3,800,000 |
Commitments and Contingent Li54
Commitments and Contingent Liabilities (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | |
Expiry period of standby letter of credit, maximum | 2 years |
Accrual for inherent risks associated with commitments | $ 3,100,000 |
Commitments | |
Loss Contingencies [Line Items] | |
Amount of commitment | 5,770,000,000 |
Home Equity Line of Credit [Member] | |
Loss Contingencies [Line Items] | |
Amount of commitment | 917,688,000 |
Standby letter of credit | |
Loss Contingencies [Line Items] | |
Amount of commitment | $ 150,900,000 |
Stock Options and Restricted 55
Stock Options and Restricted Shares - Narrative (Details) - USD ($) | Jul. 31, 2015 | Mar. 31, 2018 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 4,448,000 | $ 3,474,000 | |
Stock-based compensation expense | $ 4,448,000 | $ 3,474,000 | |
2014 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuances (in shares) | 500,000 | ||
2018 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuances (in shares) | 1,200,000 | ||
BNC Bancorp 2013 Omnibus Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuances (in shares) | 9,000 | ||
CapitalMark Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuances (in shares) | 0 | ||
Shares acquired in period (in shares) | 858,000 | ||
Magna, Avenue or BNC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuances (in shares) | 0 |
Stock Options and Restricted 56
Stock Options and Restricted Shares - Common Stock Options (Details) - Common stock options and stock appreciation rights - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | ||||
Number | |||||
Outstanding, beginning balance (in shares) | 274,586 | ||||
Granted (in shares) | 0 | ||||
Exercised (in shares) | (86,502) | ||||
Forfeited (in shares) | 0 | ||||
Outstanding, ending balance (in shares) | 188,084 | 274,586 | |||
Weighted-Average Exercise Price | |||||
Outstanding, beginning balance (in dollars per share) | $ 21.40 | ||||
Outstanding, ending balance (in dollars per share) | $ 22.64 | $ 21.40 | |||
Additional disclosures | |||||
Options exercisable (in shares) | 188,084 | ||||
Weighted- average exercise price of options exercisable (in dollars per share) | $ 22.64 | ||||
Weighted-average contractual remaining term for options outstanding | 4 years 4 days | 3 years 22 days | |||
Weighted-average contractual remaining term for options exercisable | 4 years 4 days | ||||
Aggregate intrinsic value | $ 7,817 | [1] | $ 12,329 | [2] | |
Aggregate intrinsic value of options exercisable | [1] | $ 7,817 | |||
Quoted closing price of common stock (in dollars per share) | $ 64.20 | $ 66.30 | |||
Number of awards used in aggregate intrinsic value (in shares) | 188,084 | 274,586 | |||
[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 $64.20 per common share at March 31, 2018 for the 188,084 options that were in-the-money at March 31, 2018. | ||||
[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 $66.30 per common share at December 31, 2017 for the 274,586 options that were in-the-money at December 31, 2017. |
Stock Options and Restricted 57
Stock Options and Restricted Shares - Unvested Restricted Awards (Details) - Restricted stock | 3 Months Ended | |
Mar. 31, 2018$ / sharesshares | ||
Number | ||
Unvested, beginning of period (in shares) | 936,135 | |
Shares awarded (in shares) | 115,938 | |
Conversion of previously awarded restricted share units to restricted share awards (in shares) | 6,200 | |
Restrictions lapsed and shares released to associates/directors (in shares) | (264,357) | |
Shares forfeited (in shares) | (15,804) | [1] |
Unvested, end of period (in shares) | 778,112 | |
Grant Date Weighted-Average Cost | ||
Unvested, beginning of period (in dollars per share) | $ / shares | $ 50.08 | |
Unvested, end of period (in dollars per share) | $ / shares | $ 55.15 | |
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) | 3 Months Ended | |
Mar. 31, 2018shares | ||
2018 Restricted granted shares | Named Executive Officers (NEOs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 96,878 | [1] |
2018 Restricted granted shares | Named Executive Officers (NEOs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 145,339 | [1] |
2018 Restricted granted shares | Leadership team | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 25,990 | |
2017 Restricted granted shares | Named Executive Officers (NEOs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 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 | 109,339 | [1] |
2017 Restricted granted shares | Leadership team | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 24,916 | |
Time Based Awards | Associates | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 83,089 | [2],[3] |
Restrictions Lapsed and shares released to participants | 68 | [2],[3] |
Shares Forfeited by participants | 1,280 | [2],[4] |
Shares Unvested | 81,741 | [2] |
Time Based Awards | Associates | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 3 years | [2],[3] |
Time Based Awards | Associates | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 5 years | [2],[3] |
Time Based Awards | BNC Bancorp | Associates | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded | 16,777 | [2],[5] |
Restrictions Lapsed and shares released to participants | 0 | [2],[5] |
Shares Forfeited by participants | 500 | [2],[4],[5] |
Shares Unvested | 16,277 | [2],[5] |
Time Based Awards | BNC Bancorp | Associates | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 3 years | [2],[5] |
Time Based Awards | BNC Bancorp | Associates | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 5 years | [2],[5] |
Performance Based Awards | Leadership team | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 3 years | [2],[5] |
Shares awarded | 6,200 | [2],[5] |
Restrictions Lapsed and shares released to participants | 4,340 | [2],[5] |
Shares Forfeited by participants | 1,860 | [2],[4],[5] |
Shares Unvested | 0 | [2],[5] |
Outside Director Awards | Outside directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period in years | 1 year | [2],[6] |
Shares awarded | 16,072 | [2],[6] |
Restrictions Lapsed and shares released to participants | 0 | [2],[6] |
Shares Forfeited by participants | 0 | [2],[4],[6] |
Shares Unvested | 16,072 | [2],[6] |
[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] | 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 vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For performance-based vesting awards and time-based vesting awards to Pinnacle Financial's executive officers, dividends are placed into escrow until the forfeiture restrictions on such shares lapse. | |
[3] | The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant. | |
[4] | Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on February 28, 2019 based on each individual board member meeting their attendance goals for the various board and board committee meetings to which each member was scheduled to attend. | |
[5] | Restricted share awards issued to associates that were former associates of BNC | |
[6] | 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) | 3 Months Ended | |
Mar. 31, 2018shares | ||
2018 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 | |
2018 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 | |
2018 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 | |
2018 Restricted granted shares | Named Executive Officers (NEOs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 96,878 | [1] |
2018 Restricted granted shares | Named Executive Officers (NEOs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 145,339 | [1] |
2018 Restricted granted shares | Leadership Team other than NEOs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares awarded (in shares) | 25,990 | |
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 | |
[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. |
Derivative Instruments - Non-he
Derivative Instruments - Non-hedge Derivatives (Details) - Non-hedge derivatives - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Derivative [Line Items] | |||
Description of Location of Gain (Loss) on Interest Rate Derivative on Income Statement | Other noninterest income | ||
Derivative, Gain (Loss) on Derivative, Net | $ (20,000) | $ 13,000 | |
Notional Amount | 1,673,302,000 | $ 1,497,250,000 | |
Estimated Fair Value | (115,000) | (95,000) | |
Pay fixed / receive variable swaps | |||
Derivative [Line Items] | |||
Notional Amount | 836,651,000 | 748,625,000 | |
Estimated Fair Value | 18,269,000 | 13,771,000 | |
Pay variable / receive fixed swaps | |||
Derivative [Line Items] | |||
Notional Amount | 836,651,000 | 748,625,000 | |
Estimated Fair Value | $ (18,384,000) | $ (13,866,000) |
Derivative Instruments - Hedge
Derivative Instruments - Hedge Derivatives (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Derivative [Line Items] | |||
Derivative Instruments and Hedges, Assets | $ 150,249,000 | $ 0 | |
Fair Value Hedging Adjustment | 1,579,000 | 0 | |
Cash flow hedge | |||
Derivative [Line Items] | |||
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) | $ 1,579,000 | $ (143,000) | |
Hedging derivative | Cash flow hedge | |||
Derivative [Line Items] | |||
Description of Location of Interest Rate Derivatives on Balance Sheet | Other liabilities | ||
Weighted Average Remaining Maturity | 3 years 5 months 19 days | ||
Pay Rate (as percent) | 2.78% | ||
Receive Rate | 3 month LIBOR | ||
Forecasted Notional Amount | $ 200,000,000 | 200,000,000 | |
Cash Flow Hedges Derivative Instruments at Fair Value, Net | $ (1,674,000) | (4,583,000) | |
Hedging derivative | Fair value hedge | |||
Derivative [Line Items] | |||
Description of Location of Interest Rate Derivatives on Balance Sheet | Other liabilities | ||
Weighted Average Remaining Maturity | 7 years 7 months 21 days | ||
Pay Rate (as percent) | 2.89% | ||
Receive Rate | 3 month LIBOR | ||
Forecasted Notional Amount | $ 154,145,000 | 0 | |
Fair Value Hedge Assets | $ (1,579,000) | ||
Fair Value Hedge Liabilities | $ 0 | ||
Derivative, Description of Hedged Item | Securities available-for-sale | ||
Description of Location of Gain (Loss) on Interest Rate Derivative on Income Statement | Interest income on securities | ||
Description of Location of Interest Rate Fair Value Hedge Derivative on Balance Sheet | Interest income on securities | ||
Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge | $ (1,579,000) | 0 | |
Gain (Loss) on Fair Value Hedges Recognized in Earnings | $ 1,579,000 | $ 0 |
Fair Value of Financial Instr62
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Assets and liabilities measured at fair value on a nonrecurring basis [Abstract] | ||||
Valuation allowance | $ 2,804 | $ 2,317 | ||
Recurring | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
U.S. treasury securities | 30,946 | 30,445 | ||
U.S. government agency securities | 173,443 | 180,801 | ||
Mortgage-backed securities | 1,277,273 | 1,263,819 | ||
State and municipal securities | 1,192,465 | 784,612 | ||
Agency-backed securities | 204,672 | 173,292 | ||
Corporate notes and other | 81,825 | 82,314 | ||
Total investment securities available-for-sale | 2,960,624 | 2,515,283 | ||
Other investments | 29,788 | 28,874 | ||
Other assets | 18,319 | 11,812 | ||
Total assets at fair value | 3,008,731 | 2,555,969 | ||
Liabilities at fair value: [Abstract] | ||||
Other liabilities | 20,074 | 13,886 | ||
Total liabilities at fair value | 20,074 | 13,886 | ||
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 | 0 | 0 | ||
Total investment securities available-for-sale | 0 | 0 | ||
Other investments | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets at fair value | 0 | 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 | 30,946 | 30,445 | ||
U.S. government agency securities | 173,443 | 180,801 | ||
Mortgage-backed securities | 1,277,273 | 1,263,819 | ||
State and municipal securities | 1,177,239 | 767,583 | ||
Agency-backed securities | 204,672 | 173,292 | ||
Corporate notes and other | 81,825 | 82,314 | ||
Total investment securities available-for-sale | 2,945,398 | 2,498,254 | ||
Other investments | 0 | 0 | ||
Other assets | 18,319 | 11,812 | ||
Total assets at fair value | 2,963,717 | 2,510,066 | ||
Liabilities at fair value: [Abstract] | ||||
Other liabilities | 20,074 | 13,886 | ||
Total liabilities at fair value | 20,074 | 13,886 | ||
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 | 15,226 | 17,029 | ||
Agency-backed securities | 0 | 0 | ||
Corporate notes and other | 0 | 0 | ||
Total investment securities available-for-sale | 15,226 | 17,029 | ||
Other investments | 29,788 | 28,874 | ||
Other assets | 0 | 0 | ||
Total assets at fair value | 45,014 | 45,903 | ||
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 | 23,982 | 27,831 | ||
Nonaccrual loans, net | [1] | 105,533 | 99,317 | |
Total | 129,515 | 127,148 | ||
Total losses on other real estate owned | 481 | $ 203 | ||
Total losses on collateral dependent nonaccrual loans, net | [1] | (2,801) | (722) | |
Total gains (losses) for the year-to-date period then ended | (2,320) | $ (519) | ||
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 | [1] | 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 | [1] | 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 | 23,982 | 27,831 | ||
Nonaccrual loans, net | [1] | 105,533 | 99,317 | |
Total | $ 129,515 | $ 127,148 | ||
[1] | Amount is net of valuation allowance of $2.8 million and $2.3 million at March 31, 2018 and December 31, 2017, respectively, as required by ASC 310-10, "Receivables." |
Fair Value of Financial Instr63
Fair Value of Financial Instruments - Rollforward of Balance Sheet Amounts Within Level 3 Valuation Hierarchy (Details) - Recurring - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other liabilities | ||
Assets measured on recurring basis, unobservable input reconciliation, calculation [Roll Forward] | ||
Fair value, beginning of period | $ 0 | $ 0 |
Total realized gains included in income | 0 | 0 |
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at March 31 | 0 | 0 |
Purchases | 0 | 0 |
Issuances | 0 | 0 |
Settlements | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Fair value, end of period | 0 | 0 |
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at March 31 | 0 | 0 |
Other assets | ||
Assets measured on recurring basis, unobservable input reconciliation, calculation [Roll Forward] | ||
Fair value, beginning of period | 28,874 | 10,478 |
Total realized gains included in income | 512 | 197 |
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at March 31 | 0 | 0 |
Purchases | 870 | 120 |
Issuances | 0 | 0 |
Settlements | (468) | (303) |
Transfers out of Level 3 | 0 | 0 |
Fair value, end of period | 29,788 | 10,492 |
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at March 31 | 512 | 197 |
Available-for-sale Securities [Member] | ||
Assets measured on recurring basis, unobservable input reconciliation, calculation [Roll Forward] | ||
Fair value, beginning of period | 17,029 | 0 |
Total realized gains included in income | 31 | 0 |
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at March 31 | (666) | 0 |
Purchases | 0 | 0 |
Issuances | 0 | 0 |
Settlements | (1,168) | 0 |
Transfers out of Level 3 | 0 | 0 |
Fair value, end of period | 15,226 | 0 |
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at March 31 | $ 31 | $ 0 |
Fair Value of Financial Instr64
Fair Value of Financial Instruments - Carrying Amount and Estimated Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | |
Financial assets: | |||
Securities held-to-maturity | $ 20,603,000 | $ 20,830,000 | |
Quoted market prices in an active market (Level 1) | |||
Financial assets: | |||
Securities held-to-maturity | 0 | 0 | |
Loans, net | 0 | 0 | |
Consumer loans held-for-sale | 0 | 0 | |
Commercial loans held-for-sale | 0 | 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 | 20,603,000 | 20,830,000 | |
Loans, net | 0 | 0 | |
Consumer loans held-for-sale | 101,200,000 | 104,986,000 | |
Commercial loans held-for-sale | 18,803,000 | 25,761,000 | |
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 | 16,170,768,000 | 15,252,953,000 | |
Consumer loans held-for-sale | 0 | 0 | |
Commercial loans held-for-sale | 0 | 0 | |
Financial liabilities: | |||
Deposits and securities sold under agreements to repurchase | 16,094,142,000 | 16,516,342,000 | |
Federal Home Loan Bank advances | 1,964,389,000 | 1,313,311,000 | |
Subordinated debt and other borrowings | 442,970,000 | 445,098,000 | |
Off-balance sheet instruments: | |||
Commitments to extend credit | [1] | 1,984,000 | 2,264,000 |
Standby letters of credit | [2] | 1,080,000 | 800,000 |
Carrying/ Notional Amount | |||
Financial assets: | |||
Securities held-to-maturity | 20,677,000 | 20,762,000 | |
Loans, net | 16,255,813,000 | 15,565,876,000 | |
Consumer loans held-for-sale | 100,231,000 | 103,729,000 | |
Commercial loans held-for-sale | 18,625,000 | 25,456,000 | |
Financial liabilities: | |||
Deposits and securities sold under agreements to repurchase | 16,634,772,000 | 16,586,964,000 | |
Federal Home Loan Bank advances | 1,976,881,000 | 1,319,909,000 | |
Subordinated debt and other borrowings | 465,550,000 | 465,505,000 | |
Off-balance sheet instruments: | |||
Commitments to extend credit | [1] | 5,769,256,000 | 5,788,425,000 |
Standby letters of credit | [2] | 150,936,000 | 143,684,000 |
Estimated Fair Value | |||
Financial assets: | |||
Securities held-to-maturity | [3] | 20,603,000 | 20,830,000 |
Loans, net | [3] | 16,170,768,000 | 15,252,953,000 |
Consumer loans held-for-sale | [3] | 101,200,000 | 104,986,000 |
Commercial loans held-for-sale | [3] | 18,803,000 | 25,761,000 |
Financial liabilities: | |||
Deposits and securities sold under agreements to repurchase | [3] | 16,094,142,000 | 16,516,342,000 |
Federal Home Loan Bank advances | [3] | 1,964,389,000 | 1,313,311,000 |
Subordinated debt and other borrowings | [3] | 442,970,000 | 445,098,000 |
Off-balance sheet instruments: | |||
Commitments to extend credit | [1],[3] | 1,984,000 | 2,264,000 |
Standby letters of credit | [2],[3] | $ 1,080,000 | $ 800,000 |
[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 March 31, 2018 and December 31, 2017, Pinnacle Financial included in other liabilities $1.9 million and $2.3 million, respectively, representing the inherent risks associated with these off-balance sheet commitments. | ||
[2] | At March 31, 2018 and December 31, 2017, the aggregate fair value of Pinnacle Financial's standby letters of credit was $1.1 million and $800,000, respectively. These amounts represent the unamortized fee associated with these standby letters of credit and are included in the consolidated balance sheets of Pinnacle Financial and are believed to approximate fair value. These fair values will decrease over time as the existing standby letters of credit approach their expiration dates. | ||
[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 | 3 Months Ended | |
Mar. 31, 2018USD ($)$ / 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 | $ 25,100 | |
Actual | ||
Total capital to risk weighted assets | 2,325,113 | |
Tier I capital to risk weighted assets | 1,781,355 | |
Common Equity Tier I capital to risk weighted assets | 1,781,233 | |
Tier I capital to average assets | $ 1,781,355 | [1] |
Actual | ||
Total capital to risk weighted assets (as percent) | 12.10% | |
Tier I capital to risk weighted assets (as percent) | 9.20% | |
Common Equity Tier I capital to risk weighted assets (as percent) | 9.20% | |
Tier I capital to average assets (as percent) | 8.80% | [1] |
Minimum Capital Requirement | ||
Total capital to risk weighted assets | $ 1,542,891 | |
Tier I capital to risk weighted assets | 1,157,168 | |
Common Equity Tier I capital | 867,876 | |
Tier I capital to average assets | $ 809,553 | [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 | $ 2,180,680 | |
Tier I capital to risk weighted assets | 1,979,624 | |
Common Equity Tier I capital to risk weighted assets | 1,979,502 | |
Tier I capital to average assets | $ 1,979,624 | [1] |
Actual | ||
Total capital to risk weighted assets (as percent) | 11.30% | |
Tier I capital to risk weighted assets (as percent) | 10.30% | |
Common Equity Tier I capital to risk weighted assets (as percent) | 10.30% | |
Tier I capital to average assets (as percent) | 9.80% | [1] |
Minimum Capital Requirement | ||
Total capital to risk weighted assets | $ 1,538,121 | |
Tier I capital to risk weighted assets | 1,153,591 | |
Common Equity Tier I capital | 865,193 | |
Tier I capital to average assets | $ 807,086 | [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 | $ 1,922,651 | |
Tier I capital to risk weighted assets | 1,538,121 | |
Common Equity Tier I capital to risk weighted assets | 1,249,723 | |
Tier I capital to average assets | $ 1,008,857 | [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) | 3 Months Ended | |
Mar. 31, 2018USD ($)subsidiary | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||
Number of wholly owned subsidiaries | subsidiary | 12 | |
Term | 30 years | |
Subordinated debt and other borrowings | $ | $ 465,550,000 | $ 465,505,000 |
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% |
Subordinated Debt and Other b67
Subordinated Debt and Other borrowings (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($)subsidiary | Dec. 31, 2017USD ($) | ||
Debt Instrument [Line Items] | |||
Total Debt Outstanding | $ 465,550,000 | $ 465,505,000 | |
Debt issuance costs and fair value adjustments | $ (7,915,000) | ||
Number of wholly owned subsidiaries | subsidiary | 12 | ||
Term | 30 years | ||
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Date Established | [1] | Mar. 28, 2018 | |
Maturity | [1] | Apr. 25, 2019 | |
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) | 4.98% | ||
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) | 3.71% | ||
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) | 3.96% | ||
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) | 4.97% | ||
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) | 4.97% | ||
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) | 4.57% | ||
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) | 4.12% | ||
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) | 4.01% | ||
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 | Jun. 26, 2003 | ||
Maturity | Jun. 26, 2033 | ||
Total Debt Outstanding | $ 4,124,000 | ||
Interest Rate (as percent) | 5.39% | ||
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 | Sep. 26, 2005 | ||
Maturity | Dec. 15, 2035 | ||
Total Debt Outstanding | $ 7,217,000 | ||
Interest Rate (as percent) | 3.61% | ||
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 | Dec. 15, 2006 | ||
Maturity | Jan. 30, 2037 | ||
Total Debt Outstanding | $ 5,155,000 | ||
Interest Rate (as percent) | 3.50% | ||
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 | Aug. 5, 2005 | ||
Maturity | Sep. 30, 2035 | ||
Total Debt Outstanding | $ 10,310,000 | ||
Interest Rate (as percent) | 3.81% | ||
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% | ||
BNC Subordinated Notes | |||
Debt Instrument [Line Items] | |||
Date Established | [5] | Sep. 25, 2014 | |
Maturity | [5] | Oct. 1, 2024 | |
Total Debt Outstanding | [5] | $ 60,000,000 | |
Interest Rate (as percent) | [5] | 5.50% | |
Debt instrument, term of variable rate | 3 months | ||
BNC Subordinated Note | |||
Debt Instrument [Line Items] | |||
Date Established | [6] | Oct. 15, 2013 | |
Maturity | [6] | Oct. 15, 2023 | |
Total Debt Outstanding | [6] | $ 10,470,000 | |
Interest Rate (as percent) | [6] | 6.57% | |
Coupon Structure | [6] | 30-day LIBOR + 5.00% | |
Debt instrument, basis spread on variable rate (as percent) | [6] | 5.00% | |
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 March 31, 2018, there was no outstanding balance under this facility. This facility was subsequently amended on April 26, 2018. The rate on the amended facility is 1.75% plus the greater of zero percent and 30-day LIBOR with a maturity date of April 25, 2019 and an unused fee of 0.35% of average daily unused amount of loan. | ||
[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] | Migrates to three month LIBOR + 3.59% beginning October 1, 2019 through the end of the term if not redeemed on that date. | ||
[6] | Coupon structure includes a floor of 5.0% and a cap of |