Loans and Allowance for Credit Losses | Note 4. Loans and Allowance for Credit 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 the following loan categories for presentation of loan balances and the related allowance for credit losses on loans: • Owner occupied commercial real estate mortgage loans - Owner occupied commercial real estate mortgage loans are secured by commercial office buildings, industrial buildings, warehouses or retail buildings where the owner of the building occupies the property. For such loans, repayment is largely dependent upon the operation of the borrower's business. • Non-owner occupied commercial real estate loans - These loans represent investment real estate loans secured by office buildings, industrial buildings, warehouses, retail buildings, and multifamily residential housing. Repayment is primarily dependent on lease income generated from the underlying collateral. • Consumer real estate mortgage loans - Consumer real estate mortgage consists primarily of loans secured by 1-4 family residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower. • Construction and land development loans - Construction and land development loans include loans where the repayment is dependent on the successful completion and eventual sale, refinance or 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. These loans are generally secured by equipment, inventory, and accounts receivable of the borrower and repayment is primarily dependent on business cash flows. • 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, consumer credit cards and loans to finance education, among others. Many consumer loans are unsecured. Repayment is primarily dependent on the personal cash flow of the borrower. Loans at March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Commercial real estate: Owner occupied $ 2,650,170 $ 2,669,766 Non-owner occupied 5,070,572 5,039,452 Consumer real estate – mortgage 3,106,465 3,068,625 Construction and land development 2,520,937 2,430,483 Commercial and industrial 6,752,317 6,290,296 Consumer and other 296,392 289,254 Subtotal $ 20,396,853 $ 19,787,876 Allowance for credit losses (222,465) (94,777) Loans, net $ 20,174,388 $ 19,693,099 Commercial loans receive risk ratings assigned by a financial advisor 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. Pass rated loans include six distinct ratings categories for loans that represent specific attributes. Pinnacle Financial believes that its categories follow those used by Pinnacle Bank's primary regulators. At March 31, 2020, approximately 80.3% 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. Consumer loans that have been placed on nonaccrual but have not otherwise been assigned a risk rating are believed by management to share risk characteristics with loans rated substandard-nonaccrual and have been presented as such in Pinnacle Financial's risk rating disclosures. 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 every risk rated loan of $1.0 million or more be subject to a formal credit risk review process. 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. Following are the definitions of the risk rating categories used by Pinnacle Financial. Pass rated loans include all credits other than those included within these categories: • Special mention loans have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in Pinnacle Financial's credit position at some future date. • Substandard loans are inadequately protected by the current net worth and financial capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize collection of the debt. Substandard loans are characterized by the distinct possibility that Pinnacle Financial could sustain some loss if the deficiencies are not corrected. • Substandard-nonaccrual loans are substandard loans that have been placed on nonaccrual status. • Doubtful-nonaccrual loans have all the characteristics of substandard-nonaccrual loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The table below presents loan balances classified within each risk rating category by primary loan type and based on year of origination as of March 31, 2020 (in thousands): March 31, 2020 2020 2019 2018 2017 2016 Prior Revolving Loans Total Commercial real estate- owner occupied Pass $ 178,512 $ 505,153 $ 529,837 $ 414,639 $ 425,788 $ 416,602 $ 43,273 $ 2,513,804 Special Mention — 1,706 3,383 12,769 678 353 919 19,808 Substandard (1) 1,263 11,357 8,296 12,981 20,660 4,183 46,494 105,234 Substandard-nonaccrual 735 460 1,694 2,319 1,623 4,403 90 11,324 Doubtful-nonaccrual — — — — — — — — Total Commercial real estate - owner occupied $ 180,510 $ 518,676 $ 543,210 $ 442,708 $ 448,749 $ 425,541 $ 90,776 $ 2,650,170 Commercial real estate- Non-owner occupied Pass $ 421,156 $ 1,321,669 $ 922,005 $ 817,345 $ 787,630 $ 663,636 $ 78,264 $ 5,011,705 Special Mention 6,828 1,305 1,162 17,027 1,222 1,472 249 29,265 Substandard (1) — 5,056 2,714 7,502 1,952 3,002 — 20,226 Substandard-nonaccrual — 2,407 785 149 1,066 4,969 — 9,376 Doubtful-nonaccrual — — — — — — — — Total Commercial real estate - Non-owner occupied $ 427,984 $ 1,330,437 $ 926,666 $ 842,023 $ 791,870 $ 673,079 $ 78,513 $ 5,070,572 Consumer real estate – mortgage Pass $ 134,885 $ 643,354 $ 455,461 $ 216,073 $ 172,577 $ 431,480 $ 1,008,141 $ 3,061,970 Special Mention 204 1,173 1,370 70 — 108 8,739 11,664 Substandard (1) 1,382 1,210 — 924 385 2,167 657 6,725 Substandard-nonaccrual 1,117 1,508 1,184 1,595 2,885 12,928 4,889 26,106 Doubtful-nonaccrual — — — — — — — — Total Consumer real estate – mortgage $ 137,588 $ 647,245 $ 458,015 $ 218,662 $ 175,847 $ 446,683 $ 1,022,426 $ 3,106,465 March 31, 2020 2020 2019 2018 2017 2016 Prior Revolving Loans Total Construction and land development Pass $ 286,814 $ 1,337,729 $ 662,700 $ 156,448 $ 25,691 $ 12,131 $ 18,134 $ 2,499,647 Special Mention 968 243 10,098 — — 738 — 12,047 Substandard (1) 1,502 829 31 4,083 240 168 — 6,853 Substandard-nonaccrual 88 830 84 92 — 1,296 — 2,390 Doubtful-nonaccrual — — — — — — — — Total Construction and land development $ 289,372 $ 1,339,631 $ 672,913 $ 160,623 $ 25,931 $ 14,333 $ 18,134 $ 2,520,937 Commercial and industrial Pass $ 817,119 $ 1,636,441 $ 940,772 $ 503,490 $ 186,801 $ 133,277 $ 2,347,145 $ 6,565,045 Special Mention 701 15,023 8,410 5,108 6,786 986 17,713 54,727 Substandard (1) 4,715 38,853 17,651 5,106 4,077 609 39,819 110,830 Substandard-nonaccrual 1,054 10,606 499 889 267 279 7,828 21,422 Doubtful-nonaccrual — 294 — — — — — 294 Total Commercial and industrial $ 823,589 $ 1,701,217 $ 967,332 $ 514,593 $ 197,931 $ 135,151 $ 2,412,504 $ 6,752,317 Consumer and other Pass $ 35,729 $ 36,345 $ 11,948 $ 13,012 $ 7,363 $ 3,886 $ 187,318 $ 295,601 Special Mention — — — — — 677 9 686 Substandard (1) — — — — — — 47 47 Substandard-nonaccrual — — 6 42 6 4 — 58 Doubtful-nonaccrual — — — — — — — — Total Consumer and other $ 35,729 $ 36,345 $ 11,954 $ 13,054 $ 7,369 $ 4,567 $ 187,374 $ 296,392 Total Loans Pass $ 1,874,215 $ 5,480,691 $ 3,522,723 $ 2,121,007 $ 1,605,850 $ 1,661,012 $ 3,682,274 $ 19,947,772 Special Mention 8,701 19,450 24,423 34,974 8,686 4,334 27,629 128,197 Substandard (1) 8,862 57,305 28,692 30,596 27,314 10,129 87,017 249,915 Substandard-nonaccrual 2,994 15,811 4,252 5,086 5,847 23,879 12,807 70,676 Doubtful-nonaccrual — 294 — — — — — 294 Total Loans $ 1,894,772 $ 5,573,551 $ 3,580,090 $ 2,191,663 $ 1,647,697 $ 1,699,354 $ 3,809,727 $ 20,396,853 The following table outlines the risk category of loans as of December 31, 2019 (in thousands): Commercial real estate - mortgage Consumer real estate - mortgage Construction and land development Commercial and industrial Consumer and other Total December 31, 2019 Pass $ 7,499,725 $ 3,019,203 $ 2,422,347 $ 6,069,757 $ 288,361 $ 19,299,393 Special Mention 51,147 13,787 2,816 79,819 698 148,267 Substandard (1) 139,518 10,969 3,042 125,035 47 278,611 Substandard-nonaccrual 18,828 24,666 2,278 15,685 148 61,605 Doubtful-nonaccrual — — — — — — Total loans $ 7,709,218 $ 3,068,625 $ 2,430,483 $ 6,290,296 $ 289,254 $ 19,787,876 (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 troubled debt restructurings. Potential problem loans, which are not included in nonaccrual loans, amounted to approximately $249.2 million at March 31, 2020, compared to $276.0 million at December 31, 2019. The table below presents the aging of past due balances by loan segment at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 30-59 days past due 60-89 days past due 90 days or more past due Total past due Current Total loans Commercial real estate: Owner-occupied $ 5,892 $ 2,157 $ 2,463 $ 10,512 $ 2,639,658 $ 2,650,170 Non-owner occupied 1,846 5,917 4,705 12,468 5,058,104 5,070,572 Consumer real estate – mortgage 10,673 3,104 8,034 21,811 3,084,654 3,106,465 Construction and land development 1,975 137 1,527 3,639 2,517,298 2,520,937 Commercial and industrial 6,873 3,968 4,565 15,406 6,736,911 6,752,317 Consumer and other 1,059 118 427 1,604 294,788 296,392 Total $ 28,318 $ 15,401 $ 21,721 $ 21,721 $ 65,440 $ 20,331,413 $ 20,396,853 December 31, 2019 Commercial real estate: Owner-occupied $ 2,307 $ 2,932 $ 1,719 $ 6,958 $ 2,662,808 $ 2,669,766 Non-owner occupied 3,156 3,641 3,816 10,613 5,028,839 5,039,452 Consumer real estate – mortgage 11,646 2,157 7,304 21,107 3,047,518 3,068,625 Construction and land development 1,392 711 1,487 3,590 2,426,893 2,430,483 Commercial and industrial 8,474 2,478 6,364 17,316 6,272,980 6,290,296 Consumer and other 1,770 414 570 2,754 286,500 289,254 Total $ 28,745 $ 12,333 $ 21,260 $ 21,260 $ 62,338 $ 19,725,538 $ 19,787,876 The following table details the changes in the allowance for credit losses for the three months ended March 31, 2020 and 2019, respectively, by loan classification (in thousands): Commercial real estate - Owner occupied Commercial real estate - Non-owner occupied Consumer Construction and land development Commercial and industrial Consumer Unallocated Total Three months ended March 31, 2020: Balance at December 31, 2019 $ 13,406 $ 19,963 $ 8,054 $ 12,662 $ 36,112 $ 3,595 $ 985 $ 94,777 Impact of adopting ASC 326 264 (4,740) 21,029 (3,144) 23,040 2,638 (985) 38,102 Charged-off loans (1,561) (261) (930) — (7,734) (1,207) — (11,693) Recovery of previously charged-off loans 145 93 190 43 748 319 — 1,538 Provision for credit losses on loans 11,380 17,059 4,655 29,350 35,894 1,403 — 99,741 Balance at March 31, 2020 $ 23,634 $ 32,114 $ 32,998 $ 38,911 $ 88,060 $ 6,748 $ — $ 222,465 Three months ended March 31, 2019: Balance at December 31, 2018 $ 11,297 $ 15,649 $ 7,670 $ 11,128 $ 31,731 $ 5,423 $ 677 $ 83,575 Charged-off loans (521) (13) (350) — (3,352) (1,832) — (6,068) Recovery of previously charged-off loans 60 12 369 122 1,598 342 — 2,503 Provision for credit losses on loans 1,782 1,901 680 (335) 2,722 870 (436) 7,184 Balance at March 31, 2019 $ 12,618 $ 17,549 $ 8,369 $ 10,915 $ 32,699 $ 4,803 $ 241 $ 87,194 The following table details the allowance for credit losses and recorded investment in loans by loan classification and by impairment evaluation method as of December 31, 2019, as determined in accordance with ASC 310 prior to the adoption of ASU 2016-13 (in thousands): Commercial real estate - mortgage Consumer Construction and land development Commercial and industrial Consumer Unallocated Total December 31, 2019 Allowance for Loan Losses: Collectively evaluated for impairment $ 32,134 $ 6,762 $ 12,629 $ 35,401 $ 3,586 $ 90,512 Individually evaluated for impairment 1,235 1,292 33 711 9 3,280 Loans acquired with deteriorated credit quality (1) — — — — — — Total allowance for loan losses $ 33,369 $ 8,054 $ 12,662 $ 36,112 $ 3,595 $ 985 $ 94,777 Loans: Collectively evaluated for impairment $ 7,681,608 $ 3,036,922 $ 2,426,901 $ 6,274,280 $ 289,106 $ 19,708,817 Individually evaluated for impairment 18,122 25,018 561 14,295 148 58,144 Loans acquired with deteriorated credit quality 9,488 6,685 3,021 1,721 — 20,915 Total loans $ 7,709,218 $ 3,068,625 $ 2,430,483 $ 6,290,296 $ 289,254 $ 19,787,876 (1) Prior to the adoption of ASC 326 on January 1, 2020, an allowance for loan losses was recorded on loans acquired with deteriorated credit quality only in the event of additional credit deterioration subsequent to acquisition. The adequacy of the allowance for credit losses is reviewed by Pinnacle Financial's management on a quarterly basis. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management's evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay the loan (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. As described in Note 1. Summary of Significant Accounting Policies , Pinnacle Financial adopted ASU 2016-13 on January 1, 2020, which introduced the CECL methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology the allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics, and for loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages. Upon implementation of ASU 2016-13 on January 1, 2020, Pinnacle Financial utilized a reasonable and supportable period of eighteen months for all loan segments, followed by a twelve month straight line reversion to long term averages. At March 31, 2020, a reasonable and supportable period of nine months was utilized for owner occupied commercial real estate, construction and land development, and commercial and industrial in response to the relatively high level of economic uncertainly related to the ongoing COVID-19 pandemic. For all other loan segments, the reasonable and supportable period of eighteen months was maintained as longer variable lag structures are used within their statistical models, which inherently mitigates the uncertainty in the economic projections by placing less reliance on sudden changes in the projections. The twelve month straight line reversion period was maintained for all loan segments at March 31, 2020. Upon adoption of ASU 2016-13, the opening balance of the allowance for credit losses was increased by $38.1 million through retained earnings. The additional increase during the three months ended March 31, 2020 is primarily attributable to the change in projected economic conditions resulting from the COVID-19 pandemic, with the projected increase in the unemployment rate being the most significant driver. The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses: March 31, 2020 Real Estate Business Assets Other Total Commercial real estate: Owner-occupied 14,951 135 — 15,086 Non-owner occupied 11,259 — — 11,259 Consumer real estate – mortgage 31,247 — — 31,247 Construction and land development 2,488 — — 2,488 Commercial and industrial 294 7,768 5,659 13,721 Consumer and other — — 49 49 Total $ 60,239 $ 7,903 $ 5,708 $ 73,850 The table below presents the amortized cost basis of loans on nonaccrual status and loans past due 90 or more days and still accruing interest at March 31, 2020 and December 31, 2019. Also presented is the balance of loans on nonaccrual status at March 31, 2020 for which there was no related allowance for credit losses recorded (in thousands): March 31, 2020 December 31, 2019 Total nonaccrual loans Nonaccrual loans with no allowance for credit losses Loans past due 90 or more days and still accruing Total nonaccrual loans Loans past due 90 or more days and still accruing Commercial real estate: Owner-occupied $ 11,324 $ 4,465 $ — $ 11,654 $ — Non-owner occupied 9,376 6,425 — 7,173 — Consumer real estate – mortgage 26,106 379 517 24,667 168 Construction and land development 2,390 1,287 — 2,278 — Commercial and industrial 21,716 15,430 1,089 15,685 946 Consumer and other 58 — 384 148 501 Total $ 70,970 $ 27,986 $ 1,990 $ 61,605 $ 1,615 Pinnacle Financial's policy is 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 loans are placed on nonaccrual status, Pinnacle Financial reverses all previously accrued interest income against current year earnings. Pinnacle Financial's policy is 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, 2020, compared to $87,000 during the three months ended March 31, 2019. Had these nonaccruing loans been on accruing status, interest income would have been higher by $713,000 for the three months ended March 31, 2020 compared to $1.6 million higher for the three months ended March 31, 2019. Approximately $39.7 million and $35.8 million of nonaccrual loans as of March 31, 2020 and December 31, 2019, respectively, were performing pursuant to their contractual terms at those dates. The following table presents impaired loans at December 31, 2019 as determined under ASC 310 prior to the adoption of ASU 2016-13. Impaired loans generally include nonaccrual loans, troubled debt restructurings, and other loans deemed to be impaired but that continue to accrue interest. Presented are the recorded investment, unpaid principal balance and related allowance of impaired loans at December 31, 2019 by loan classification (in thousands): At December 31, 2019 Recorded investment Unpaid principal balances Related allowance Impaired loans with an allowance: Commercial real estate – mortgage $ 9,998 $ 10,983 $ 1,235 Consumer real estate – mortgage 20,996 23,105 1,293 Construction and land development 542 654 33 Commercial and industrial 4,074 5,381 711 Consumer and other 148 182 9 Total $ 35,758 $ 40,305 $ 3,281 Impaired loans without an allowance: Commercial real estate – mortgage $ 8,124 $ 8,891 $ — Consumer real estate – mortgage 4,022 4,021 — Construction and land development 19 17 — Commercial and industrial 10,221 11,322 — Consumer and other — — — Total $ 22,386 $ 24,251 $ — Total impaired loans $ 58,144 $ 64,556 $ 3,281 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, 2019, respectively, of impaired loans by loan classification as determined under ASC 310 prior to the adoption of ASU 2016-13 (in thousands): Three months ended Average recorded investment Interest income recognized Impaired loans with an allowance: Commercial real estate – mortgage $ 16,327 $ — Consumer real estate – mortgage 22,266 — Construction and land development 724 — Commercial and industrial 9,027 — Consumer and other 657 — Total $ 49,001 $ — Impaired loans without an allowance: Commercial real estate – mortgage $ 15,699 $ 87 Consumer real estate – mortgage 8,839 — Construction and land development 893 — Commercial and industrial 15,143 — Consumer and other — — Total $ 40,574 $ 87 Total impaired loans $ 89,575 $ 87 Prior to the adoption of ASU 2016-13, loans acquired with deteriorated credit quality, referred to under ASC 310-30 as purchased credit impaired loans and under ASU 2016-13 as purchased credit deteriorated loans, were assigned a credit related purchase discount and non-credit related purchase discount at acquisition. Upon adoption of ASU 2016-13 on January 1, 2020, the remaining credit related discount was re-classified to a component of the allowance for credit losses. The remaining non-credit discount will continue to be accreted into income over the remaining lives of the related loans. The following table provides a rollforward of purchased credit deteriorated loans from December 31, 2019 through March 31, 2020 (in thousands): Gross Carrying Value Accretable Nonaccretable Net Carrying December 31, 2019 $ 29,544 $ (4,801) $ (3,828) $ 20,915 Reclassification of discount to allowance for credit losses — — 3,828 3,828 Year-to-date settlements (1,691) 1,141 — (550) March 31, 2020 $ 27,853 $ (3,660) $ — $ 24,193 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. At March 31, 2020 and December 31, 2019, there were $3.9 million and $4.9 million, respectively, of troubled debt restructurings that were performing as of their restructure date and which were accruing interest. Troubled commercial loans are restructured by specialists within Pinnacle Bank's Special Assets Group, and all restructurings are approved by committees and/or credit officers separate and apart from the normal loan approval process. These specialists are charged with reducing Pinnacle Financial's overall risk and exposure to loss in the event of a restructuring by obtaining some or all of the following: improved documentation, additional guaranties, increase in curtailments, reduction in collateral release terms, additional collateral or other similar strategies. The following table outlines the amount of each loan category where troubled debt restructurings were made during the three months ended March 31, 2020 (dollars in thousands): Three Months Ended Number Pre Modification Outstanding Recorded Investment Post Modification Outstanding Recorded Investment, net of related allowance Commercial real estate: Owner-occupied $ — $ — $ — Non-owner occupied — — — Consumer real estate – mortgage 1 807 807 Construction and land development — — — Commercial and industrial — — — Consumer and other — — — 1 $ 807 $ 807 There were no troubled debt restructurings made during the three months ended March 31, 2019. During the three months ended March 31, 2020 and 2019, there were no troubled debt restructurings that subsequently defaulted within twelve months of the restructuring. In response to the COVID-19 pandemic and its economic impact to its customers, Pinnacle Bank implemented a short-term modification program in accordance with interagency regulatory guidance to provide temporary payment relief to those borrowers directly impacted by COVID-19 who were not more than 30 days past due as of December 31, 2019. This program allows for a deferral of payments for 90 days, which Pinnacle Bank may extend for an additional 90 days, for a maximum of 180 days on a cumulative and successive basis. Pursuant to the interagency regulatory guidance, Pinnacle Financial may elect to not classify loans for which these deferrals are granted as troubled debt restructurings. 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, 2020 with the comparative exposures for December 31, 2019 (in thousands): March 31, 2020 Outstanding Principal Balances Unfunded Commitments Total exposure Total Exposure at Lessors of nonresidential buildings $ 3,737,224 $ 895,221 $ 4,632,445 $ 4,578,116 Lessors of residential buildings 939,201 690,788 1,629,989 1,599,837 New Housing For-Sale Builders 534,896 599,323 1,134,219 1,090,603 Hotels (except Casino Hotels) and Motels 825,202 139,190 964,392 967,771 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, 2020 and December 31, 2019, Pinnacle Bank’s construction and land development loans as a percentage of total risk-based capital were 84.2% and 83.6%, 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 264.1% and 268.3% as of March 31, 2020 and December 31, 2019, 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, 2020, Pinnacle Bank was within the 100% and 300% guidelines and has established what it believes to be appropriate controls to monitor its lending in these areas as it aims to keep the level of these loans below the 100% and 300% thresholds. At March 31, 2020, Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $10.7 million to current directors, executive officers, and their related entities, of which $6.7 million had been drawn upon. At December 31, 2019, Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $10.6 million to directors, executive officers, and their related entities, of which approximately $6.8 million had been drawn upon. All loans to directors, executive officers, and their related entities were performing in accordance with contractual terms at March 31, 2020 and December 31, 2019. At March 31, 2020, Pinnacle Financial had approximately $6.9 million in commercial loans held for sale compared to $17.6 million at December 31, 2019, which primarily included commercial real estate and apartment loans originated for sale to a third-party as part of a multi-family loan program. Such loans are closed under a pass-through commitment structure wherein Pinnacle Bank's loan commitment to the borrower is the same as the third party's take-out commitment to Pinnacle Bank and the third party purchase typically occurs within thirty days of Pinnacle Bank closing with the borrowers. Residential Lending At March 31, 2020, Pinnacle Financial had approximately $70.3 million of mortgage loans held-for-sale compared to approximately $61.6 million at December 31, 2019. Total loan volumes sold during the three months ended March 31, 2020 were approximately $286.7 million compared to approximately $193.8 million for the three months ended March 31, 2019. During the three months ended March 31, 2020, Pinnacle Financial recognized $8.6 million in gains on the sale of these loans, net of commissions paid, compared to $4.9 million net of commissions paid, during the three months ended March 31, 2019. 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. |