x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2018
|
|
or
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|
Yes
x
|
No
o
|
Yes
x
|
No
o
|
Large Accelerated Filer
x
|
Accelerated Filer
o
|
Non-accelerated Filer
o
(do not check if you are a smaller reporting company)
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
Yes
o
|
No
x
|
TABLE OF CONTENTS
|
Page No.
|
|
|
PART I – Financial Information:
|
|
Item 1. Consolidated Financial Statements (Unaudited)
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk
|
|
Item 4. Controls and Procedures
|
|
|
|
PART II – Other Information:
|
|
Item 1. Legal Proceedings
|
|
Item 1A. Risk Factors
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3. Defaults Upon Senior Securities
|
|
Item 4. Mine Safety Disclosures
|
|
Item 5. Other Information
|
|
Item 6. Exhibits
|
|
Signatures
|
Item 1.
|
Part I. Financial Information
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Cash and noninterest-bearing due from banks
|
$
|
128,855
|
|
|
$
|
176,553
|
|
Interest-bearing due from banks
|
238,029
|
|
|
496,911
|
|
||
Federal funds sold and other
|
1,879
|
|
|
106,133
|
|
||
Cash and cash equivalents
|
368,763
|
|
|
779,597
|
|
||
|
|
|
|
||||
Securities available-for-sale, at fair value
|
2,960,624
|
|
|
2,515,283
|
|
||
Securities held-to-maturity (fair value of $20,603 and $20,830 at March 31, 2018 and December 31, 2017, respectively)
|
20,677
|
|
|
20,762
|
|
||
Consumer loans held-for-sale
|
100,231
|
|
|
103,729
|
|
||
Commercial loans held-for-sale
|
18,625
|
|
|
25,456
|
|
||
|
|
|
|
||||
Loans
|
16,326,017
|
|
|
15,633,116
|
|
||
Less allowance for loan losses
|
(70,204
|
)
|
|
(67,240
|
)
|
||
Loans, net
|
16,255,813
|
|
|
15,565,876
|
|
||
|
|
|
|
||||
Premises and equipment, net
|
269,439
|
|
|
266,014
|
|
||
Equity method investment
|
226,704
|
|
|
221,667
|
|
||
Accrued interest receivable
|
60,918
|
|
|
57,440
|
|
||
Goodwill
|
1,808,300
|
|
|
1,808,002
|
|
||
Core deposits and other intangible assets
|
54,012
|
|
|
56,710
|
|
||
Other real estate owned
|
23,982
|
|
|
27,831
|
|
||
Other assets
|
767,086
|
|
|
757,333
|
|
||
Total assets
|
$
|
22,935,174
|
|
|
$
|
22,205,700
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Deposits:
|
|
|
|
|
|
||
Noninterest-bearing
|
$
|
4,274,213
|
|
|
$
|
4,381,386
|
|
Interest-bearing
|
3,040,154
|
|
|
2,987,291
|
|
||
Savings and money market accounts
|
6,615,562
|
|
|
6,548,964
|
|
||
Time
|
2,572,980
|
|
|
2,534,061
|
|
||
Total deposits
|
16,502,909
|
|
|
16,451,702
|
|
||
Securities sold under agreements to repurchase
|
131,863
|
|
|
135,262
|
|
||
Federal Home Loan Bank advances
|
1,976,881
|
|
|
1,319,909
|
|
||
Subordinated debt and other borrowings
|
465,550
|
|
|
465,505
|
|
||
Accrued interest payable
|
13,592
|
|
|
10,480
|
|
||
Other liabilities
|
95,076
|
|
|
114,890
|
|
||
Total liabilities
|
19,185,871
|
|
|
18,497,748
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock, no par value; 10,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
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
|
|
|
77,740
|
|
||
Additional paid-in capital
|
3,115,990
|
|
|
3,115,304
|
|
||
Retained earnings
|
591,680
|
|
|
519,144
|
|
||
Accumulated other comprehensive loss, net of taxes
|
(36,220
|
)
|
|
(4,236
|
)
|
||
Total stockholders' equity
|
3,749,303
|
|
|
3,707,952
|
|
||
Total liabilities and stockholders' equity
|
$
|
22,935,174
|
|
|
$
|
22,205,700
|
|
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Interest income:
|
|
|
|
||||
Loans, including fees
|
$
|
191,214
|
|
|
$
|
93,218
|
|
Securities:
|
|
|
|
|
|
||
Taxable
|
11,222
|
|
|
6,433
|
|
||
Tax-exempt
|
7,285
|
|
|
1,678
|
|
||
Federal funds sold and other
|
1,807
|
|
|
814
|
|
||
Total interest income
|
211,528
|
|
|
102,143
|
|
||
|
|
|
|
||||
Interest expense:
|
|
|
|
|
|
||
Deposits
|
23,981
|
|
|
8,119
|
|
||
Securities sold under agreements to repurchase
|
130
|
|
|
50
|
|
||
Federal Home Loan Bank advances and other borrowings
|
12,946
|
|
|
5,207
|
|
||
Total interest expense
|
37,057
|
|
|
13,376
|
|
||
Net interest income
|
174,471
|
|
|
88,767
|
|
||
Provision for loan losses
|
6,931
|
|
|
3,651
|
|
||
Net interest income after provision for loan losses
|
167,540
|
|
|
85,116
|
|
||
|
|
|
|
||||
Noninterest income:
|
|
|
|
|
|
||
Service charges on deposit accounts
|
5,820
|
|
|
3,856
|
|
||
Investment services
|
5,107
|
|
|
2,822
|
|
||
Insurance sales commissions
|
3,119
|
|
|
1,859
|
|
||
Gain on mortgage loans sold, net
|
3,744
|
|
|
4,155
|
|
||
Gain on sale of investment securities, net
|
30
|
|
|
—
|
|
||
Trust fees
|
3,117
|
|
|
1,705
|
|
||
Income from equity method investment
|
9,360
|
|
|
7,823
|
|
||
Other noninterest income
|
13,886
|
|
|
8,162
|
|
||
Total noninterest income
|
44,183
|
|
|
30,382
|
|
||
|
|
|
|
||||
Noninterest expense:
|
|
|
|
|
|
||
Salaries and employee benefits
|
63,719
|
|
|
38,352
|
|
||
Equipment and occupancy
|
17,743
|
|
|
9,675
|
|
||
Other real estate expense (income)
|
(794
|
)
|
|
252
|
|
||
Marketing and other business development
|
2,247
|
|
|
1,879
|
|
||
Postage and supplies
|
2,039
|
|
|
1,197
|
|
||
Amortization of intangibles
|
2,698
|
|
|
1,196
|
|
||
Merger related expense
|
5,353
|
|
|
672
|
|
||
Other noninterest expense
|
15,575
|
|
|
8,831
|
|
||
Total noninterest expense
|
108,580
|
|
|
62,054
|
|
||
Income before income taxes
|
103,143
|
|
|
53,444
|
|
||
Income tax expense
|
19,633
|
|
|
13,791
|
|
||
Net income
|
$
|
83,510
|
|
|
$
|
39,653
|
|
Per share information:
|
|
|
|
|
|
||
Basic net income per common share
|
$
|
1.08
|
|
|
$
|
0.83
|
|
Diluted net income per common share
|
$
|
1.08
|
|
|
$
|
0.82
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||
Basic
|
77,077,957
|
|
|
48,022,342
|
|
||
Diluted
|
77,365,664
|
|
|
48,517,920
|
|
|
|
Three months ended
March 31, |
||||||
|
|
2018
|
|
2017
|
||||
Net income
|
|
$
|
83,510
|
|
|
$
|
39,653
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||
Change in fair value on available-for-sale securities, net of tax
|
|
(33,541
|
)
|
|
(808
|
)
|
||
Change in fair value of cash flow hedges, net of tax
|
|
1,579
|
|
|
(143
|
)
|
||
Net gain on sale of investment securities reclassified from other comprehensive income into net income, net of tax
|
|
(22
|
)
|
|
—
|
|
||
Total other comprehensive (loss) income, net of tax
|
|
(31,984
|
)
|
|
(951
|
)
|
||
Total comprehensive income
|
|
$
|
51,526
|
|
|
$
|
38,702
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Shares
|
|
Amounts
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comp. Income (Loss), net
|
|
Total Stockholder's Equity
|
|||||||||||
Balance at December 31, 2016
|
46,359
|
|
|
$
|
46,359
|
|
|
$
|
1,083,491
|
|
|
$
|
381,073
|
|
|
$
|
(14,227
|
)
|
|
$
|
1,496,696
|
|
Exercise of employee common stock options and related tax benefits
|
149
|
|
|
149
|
|
|
2,812
|
|
|
—
|
|
|
—
|
|
|
2,961
|
|
|||||
Common dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,025
|
)
|
|
—
|
|
|
(7,025
|
)
|
|||||
Issuance of restricted common shares, net of forfeitures
|
119
|
|
|
119
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common equity, net of costs
|
3,220
|
|
|
3,220
|
|
|
188,974
|
|
|
—
|
|
|
—
|
|
|
192,194
|
|
|||||
Restricted shares withheld for taxes and related tax benefit
|
(57
|
)
|
|
(57
|
)
|
|
(3,869
|
)
|
|
—
|
|
|
—
|
|
|
(3,926
|
)
|
|||||
Compensation expense for restricted shares
|
—
|
|
|
—
|
|
|
3,474
|
|
|
—
|
|
|
—
|
|
|
3,474
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
39,653
|
|
|
—
|
|
|
39,653
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(951
|
)
|
|
(951
|
)
|
|||||
Balance at March 31, 2017
|
49,790
|
|
|
$
|
49,790
|
|
|
$
|
1,274,763
|
|
|
$
|
413,701
|
|
|
$
|
(15,178
|
)
|
|
$
|
1,723,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2017
|
77,740
|
|
|
$
|
77,740
|
|
|
$
|
3,115,304
|
|
|
$
|
519,144
|
|
|
$
|
(4,236
|
)
|
|
$
|
3,707,952
|
|
Exercise of employee common stock options
|
87
|
|
|
87
|
|
|
1,529
|
|
|
—
|
|
|
—
|
|
|
1,616
|
|
|||||
Common dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,974
|
)
|
|
—
|
|
|
(10,974
|
)
|
|||||
Issuance of restricted common shares, net of forfeitures
|
106
|
|
|
106
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted shares withheld for taxes and related tax benefit
|
(80
|
)
|
|
(80
|
)
|
|
(5,185
|
)
|
|
—
|
|
|
—
|
|
|
(5,265
|
)
|
|||||
Compensation expense for restricted shares
|
—
|
|
|
—
|
|
|
4,448
|
|
|
—
|
|
|
—
|
|
|
4,448
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
83,510
|
|
|
—
|
|
|
83,510
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,984
|
)
|
|
(31,984
|
)
|
|||||
Balance at March 31, 2018
|
77,853
|
|
|
$
|
77,853
|
|
|
$
|
3,115,990
|
|
|
$
|
591,680
|
|
|
$
|
(36,220
|
)
|
|
$
|
3,749,303
|
|
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
83,510
|
|
|
$
|
39,653
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Net amortization/accretion of premium/discount on securities
|
4,775
|
|
|
1,978
|
|
||
Depreciation, amortization and accretion
|
(6,181
|
)
|
|
(429
|
)
|
||
Provision for loan losses
|
6,931
|
|
|
3,651
|
|
||
Gain on mortgage loans sold, net
|
(3,744
|
)
|
|
(4,155
|
)
|
||
Investment gains on sales, net
|
(30
|
)
|
|
—
|
|
||
Stock-based compensation expense
|
4,448
|
|
|
3,474
|
|
||
Deferred tax expense
|
8,513
|
|
|
8,699
|
|
||
Losses (gains) on dispositions of other real estate and other investments
|
(481
|
)
|
|
80
|
|
||
Income from equity method investment
|
(9,360
|
)
|
|
(7,823
|
)
|
||
Dividends received from equity method investment
|
4,324
|
|
|
2,450
|
|
||
Excess tax benefit from stock compensation
|
(2,681
|
)
|
|
(3,760
|
)
|
||
Gain on other loans sold, net
|
(936
|
)
|
|
(187
|
)
|
||
Other loans held for sale:
|
|
|
|
|
|
||
Loans originated
|
(80,193
|
)
|
|
(36,888
|
)
|
||
Loans sold
|
87,960
|
|
|
44,308
|
|
||
Consumer loans held for sale:
|
|
|
|
|
|
||
Loans originated
|
(247,025
|
)
|
|
(179,473
|
)
|
||
Loans sold
|
254,266
|
|
|
160,740
|
|
||
Increase in other assets
|
(4,639
|
)
|
|
(136
|
)
|
||
Decrease in other liabilities
|
(13,901
|
)
|
|
(24,386
|
)
|
||
Net cash provided by operating activities
|
85,556
|
|
|
7,796
|
|
||
Investing activities:
|
|
|
|
|
|
||
Activities in securities available-for-sale:
|
|
|
|
|
|
||
Purchases
|
(590,328
|
)
|
|
(334,875
|
)
|
||
Sales
|
14,454
|
|
|
—
|
|
||
Maturities, prepayments and calls
|
81,737
|
|
|
50,445
|
|
||
Activities in securities held-to-maturity:
|
|
|
|
|
|
||
Maturities, prepayments and calls
|
—
|
|
|
145
|
|
||
Increase in loans, net
|
(683,710
|
)
|
|
(193,557
|
)
|
||
Purchases of software, premises and equipment
|
(8,806
|
)
|
|
(11,446
|
)
|
||
Proceeds from sales of software, premises and equipment
|
164
|
|
|
—
|
|
||
Purchase of bank owned life insurance policies
|
—
|
|
|
(25,000
|
)
|
||
Increase in other investments
|
(836
|
)
|
|
(640
|
)
|
||
Net cash used in investing activities
|
(1,187,325
|
)
|
|
(514,928
|
)
|
||
Financing activities:
|
|
|
|
|
|
||
Net increase in deposits
|
52,039
|
|
|
521,563
|
|
||
Net decrease in securities sold under agreements to repurchase
|
(3,398
|
)
|
|
(14,549
|
)
|
||
Advances from Federal Home Loan Bank:
|
|
|
|
|
|
||
Issuances
|
762,000
|
|
|
—
|
|
||
Payments/maturities
|
(105,014
|
)
|
|
(225,020
|
)
|
||
Increase (decrease) in other borrowings, net
|
(30
|
)
|
|
50,000
|
|
||
Principal payments of capital lease obligation
|
(39
|
)
|
|
(36
|
)
|
||
Proceeds from common stock issuance, net
|
—
|
|
|
192,194
|
|
||
Exercise of common stock options and stock appreciation rights, net of repurchase of restricted shares
|
(3,649
|
)
|
|
(966
|
)
|
||
Common stock dividends paid
|
(10,974
|
)
|
|
(7,025
|
)
|
||
Net cash provided by financing activities
|
690,935
|
|
|
516,161
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(410,834
|
)
|
|
9,029
|
|
||
Cash and cash equivalents, beginning of period
|
779,597
|
|
|
183,645
|
|
||
Cash and cash equivalents, end of period
|
$
|
368,763
|
|
|
$
|
192,674
|
|
|
For the three months ended
March 31, |
||||||
|
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
|
|
|
|
Three months ended
March 31, |
||||||
|
|
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
|
|
•
|
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.
|
|
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
|
|
(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
|
|
(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.
|
|
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
•
|
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.
|
•
|
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.
|
|
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
.
|
|
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
|
|
|
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
|
|
|
|
For the three months ended
March 31, |
|||||||||||
|
|
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
|
|
|
|
Three months ended
March 31, |
|||||||||
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
|
|
|
March 31, 2018
|
|
|
||||||||||||
|
Outstanding Principal Balances
|
|
Unfunded Commitments
|
|
Total exposure
|
|
Total Exposure at December 31,
2017 |
||||||||
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
|
|
|
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
.
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
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
.
|
|
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.
|
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
|
(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.
|
|
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.
|
|
|
|
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
|
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Interest rate swap agreements
|
$
|
1,579
|
|
|
$
|
(143
|
)
|
|
|
|
|
|
|
|
|
|
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 swap agreements
|
Other liabilities
|
|
7.64
|
|
2.89%
|
|
3 month LIBOR
|
|
$
|
154,145
|
|
|
$
|
(1,579
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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
|
)
|
$
|
—
|
|
|
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
|
|
$
|
—
|
|
•
|
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.
|
|
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
|
|
|
$
|
—
|
|
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
|
)
|
|
|
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
|
|
|
$
|
—
|
|
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.
|
|
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
|
%
|
|
|
Three Months Ended
March 31, 2018 |
|
2018 - 2017
Percent |
|||||||
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||
Interest income
|
|
$
|
211,528
|
|
|
$
|
102,143
|
|
|
107.1
|
%
|
Interest expense
|
|
37,057
|
|
|
13,376
|
|
|
177.0
|
%
|
||
Net interest income
|
|
174,471
|
|
|
88,767
|
|
|
96.5
|
%
|
||
Provision for loan losses
|
|
6,931
|
|
|
3,651
|
|
|
89.8
|
%
|
||
Net interest income after provision for loan losses
|
|
167,540
|
|
|
85,116
|
|
|
96.8
|
%
|
||
Noninterest income
|
|
44,183
|
|
|
30,382
|
|
|
45.4
|
%
|
||
Noninterest expense
|
|
108,580
|
|
|
62,054
|
|
|
75.0
|
%
|
||
Net income before income taxes
|
|
103,143
|
|
|
53,444
|
|
|
93.0
|
%
|
||
Income tax expense
|
|
19,633
|
|
|
13,791
|
|
|
42.4
|
%
|
||
Net income
|
|
$
|
83,510
|
|
|
$
|
39,653
|
|
|
110.6
|
%
|
|
|
|
|
|
|
|
|
||||
Basic net income per common share
|
|
$
|
1.08
|
|
|
$
|
0.83
|
|
|
30.1
|
%
|
|
|
|
|
|
|
|
|||||
Diluted net income per common share
|
|
$
|
1.08
|
|
|
$
|
0.82
|
|
|
31.7
|
%
|
|
Three months ended
March 31, 2018 |
Three months ended
March 31, 2017 |
||||||||||||||
|
Average Balances
|
Interest
|
Rates/ Yields
|
Average Balances
|
Interest
|
Rates/ Yields
|
||||||||||
Interest-earning assets
:
|
|
|
|
|
|
|
||||||||||
Loans
(1)
|
$
|
15,957,466
|
|
$
|
191,214
|
|
4.91
|
%
|
$
|
8,558,267
|
|
$
|
93,218
|
|
4.49
|
%
|
Securities:
|
|
|
|
|
|
|
||||||||||
Taxable
|
1,794,402
|
|
11,222
|
|
2.54
|
%
|
1,202,806
|
|
6,433
|
|
2.17
|
%
|
||||
Tax-exempt
(2)
|
1,035,202
|
|
7,285
|
|
3.44
|
%
|
238,111
|
|
1,678
|
|
3.83
|
%
|
||||
Federal funds sold and other
|
335,093
|
|
1,807
|
|
2.19
|
%
|
262,790
|
|
814
|
|
1.26
|
%
|
||||
Total interest-earning assets
|
19,122,163
|
|
$
|
211,528
|
|
4.56
|
%
|
10,261,974
|
|
$
|
102,143
|
|
4.06
|
%
|
||
Nonearning assets
|
|
|
|
|
|
|
||||||||||
Intangible assets
|
1,863,736
|
|
|
|
566,221
|
|
|
|
||||||||
Other nonearning assets
|
1,218,700
|
|
|
|
593,459
|
|
|
|
||||||||
Total assets
|
$
|
22,204,599
|
|
|
|
$
|
11,421,654
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
||||||||||
Interest bearing DDAs
|
$
|
774,883
|
|
$
|
1,782
|
|
0.93
|
%
|
$
|
449,701
|
|
$
|
654
|
|
0.59
|
%
|
Interest checking
|
2,198,707
|
|
3,332
|
|
0.61
|
%
|
1,468,626
|
|
1,070
|
|
0.30
|
%
|
||||
Savings and money market
|
6,454,463
|
|
11,988
|
|
0.75
|
%
|
3,900,321
|
|
4,609
|
|
0.48
|
%
|
||||
Time
|
2,548,342
|
|
6,879
|
|
1.09
|
%
|
845,949
|
|
1,786
|
|
0.86
|
%
|
||||
Total interest-bearing deposits
|
11,976,395
|
|
23,981
|
|
0.81
|
%
|
6,664,597
|
|
8,119
|
|
0.49
|
%
|
||||
Securities sold under agreements to repurchase
|
129,969
|
|
130
|
|
0.40
|
%
|
79,681
|
|
50
|
|
0.25
|
%
|
||||
Federal Home Loan Bank advances
|
1,584,281
|
|
7,007
|
|
1.79
|
%
|
212,951
|
|
904
|
|
1.72
|
%
|
||||
Subordinated debt and other borrowings
|
471,029
|
|
5,939
|
|
5.11
|
%
|
355,082
|
|
4,303
|
|
4.92
|
%
|
||||
Total interest-bearing liabilities
|
14,161,674
|
|
37,057
|
|
1.06
|
%
|
7,312,311
|
|
13,376
|
|
0.74
|
%
|
||||
Noninterest-bearing deposits
|
4,304,186
|
|
—
|
|
0.00
|
%
|
2,434,875
|
|
—
|
|
0.00
|
%
|
||||
Total deposits and interest-bearing liabilities
|
18,465,860
|
|
$
|
37,057
|
|
0.81
|
%
|
9,747,186
|
|
$
|
13,376
|
|
0.56
|
%
|
||
Other liabilities
|
6,106
|
|
|
|
17,396
|
|
|
|
||||||||
Stockholders' equity
|
3,732,633
|
|
|
|
1,657,072
|
|
|
|
||||||||
Total liabilities and shareholders' equity
|
$
|
22,204,599
|
|
|
|
$
|
11,421,654
|
|
|
|
||||||
Net
interest
income
|
|
$
|
174,471
|
|
|
|
$
|
88,767
|
|
|
||||||
Net interest spread
(3)
|
|
|
3.50
|
%
|
|
|
3.32
|
%
|
||||||||
Net interest margin
(4)
|
|
|
3.77
|
%
|
|
|
3.60
|
%
|
|
|
Three Months Ended
March 31, |
|
2018 - 2017
Percent |
||||||
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
||||
Noninterest income:
|
|
|
|
|
|
|
||||
Service charges on deposit accounts
|
|
$
|
5,820
|
|
|
$
|
3,856
|
|
|
50.9%
|
Investment services
|
|
5,107
|
|
|
2,822
|
|
|
81.0%
|
||
Insurance sales commissions
|
|
3,119
|
|
|
1,859
|
|
|
67.8%
|
||
Gains on mortgage loans sold, net
|
|
3,744
|
|
|
4,155
|
|
|
(9.9)%
|
||
Gain on sale of investment securities, net
|
|
30
|
|
|
—
|
|
|
NA
|
||
Income from equity method investment
|
|
9,360
|
|
|
7,823
|
|
|
19.6%
|
||
Trust fees
|
|
3,117
|
|
|
1,705
|
|
|
82.8%
|
||
Other noninterest income:
|
|
|
|
|
|
|
||||
Interchange and other consumer fees
|
|
8,556
|
|
|
6,151
|
|
|
39.1%
|
||
Bank-owned life insurance
|
|
2,752
|
|
|
1,099
|
|
|
150.4%
|
||
Loan swap fees
|
|
504
|
|
|
261
|
|
|
93.1%
|
||
Other noninterest income
|
|
2,074
|
|
|
651
|
|
|
218.6%
|
||
Total other noninterest income
|
|
13,886
|
|
|
8,162
|
|
|
70.1%
|
||
Total noninterest income
|
|
$
|
44,183
|
|
|
$
|
30,382
|
|
|
45.4%
|
•
|
Approximately $35.1 million of BHG's revenues for the
three
months ended
March 31, 2018
related to gains on the sale of commercial loans BHG had previously issued to doctor, dentist and other medical and professional practices compared to $26.8 million for the
three
months ended March 31, 2017. BHG refers to this activity as its core product. BHG typically funds these loans from cash reserves on its balance sheet. Subsequent to origination, these core product loans are sold by BHG with no recourse to a network of community banks and other financial institutions at a premium to the par value of the loan. The purchaser may access a BHG cash reserve account of up to 3% of the loan balance to support loan payments. BHG retains no servicing or other responsibilities related to the core product loan once sold. As a result, this gain on sale premium represents BHG's compensation for absorbing the costs to originate the loan as well as marketing expenses associated with maintaining its business model. At
March 31, 2018
, there were $1.6 billion in core product loans previously sold by BHG that were being actively serviced by BHG's bank network of purchasers.
|
•
|
BHG will maintain loans on its balance sheet for a period of time prior to sale or transfer to a purchaser. BHG also has an investment portfolio on which it earns interest and dividend income. Net interest income and fees associated with this activity amounted to $6.5 million and $4.2 million, respectively, for the
three
months ended
March 31, 2018
and March 31, 2017.
|
•
|
Additionally, BHG will also refer loans to other financial institutions and, based on an agreement with the institution, earn a fee for doing so. Typically, these are loans that BHG believes would either be classified as consumer-type loans rather than commercial loans, the loans fail to meet the credit underwriting standards of BHG but another institution will accept the loans or are loans to borrowers in certain geographic locations where BHG has elected not to do business. For the
three
months ended
March 31, 2018
, BHG recognized fee income of $190,000 as compared to $2.1 million for the same period in the prior year related to these activities.
|
|
|
Three Months Ended
March 31, |
|
2018 - 2017
Percent |
||||||
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
||||
Noninterest expense:
|
|
|
|
|
|
|
||||
Salaries and employee benefits:
|
|
|
|
|
|
|
||||
Salaries
|
|
$
|
39,104
|
|
|
$
|
23,414
|
|
|
67.0%
|
Commissions
|
|
3,029
|
|
|
1,631
|
|
|
85.7%
|
||
Cash and equity incentives
|
|
10,180
|
|
|
5,921
|
|
|
71.9%
|
||
Employee benefits and other
|
|
11,406
|
|
|
7,386
|
|
|
54.4%
|
||
Total salaries and employee benefits
|
|
63,719
|
|
|
38,352
|
|
|
66.1%
|
||
Equipment and occupancy
|
|
17,743
|
|
|
9,675
|
|
|
83.4%
|
||
Other real estate expense (income)
|
|
(794
|
)
|
|
252
|
|
|
(415.1%)
|
||
Marketing and business development
|
|
2,247
|
|
|
1,879
|
|
|
19.6%
|
||
Postage and supplies
|
|
2,039
|
|
|
1,197
|
|
|
70.3%
|
||
Amortization of intangibles
|
|
2,698
|
|
|
1,196
|
|
|
125.6%
|
||
Merger related expense
|
|
5,353
|
|
|
672
|
|
|
696.6%
|
||
Other noninterest expense
|
|
15,575
|
|
|
8,831
|
|
|
76.4%
|
||
Total noninterest expense
|
|
$
|
108,580
|
|
|
$
|
62,054
|
|
|
75.0%
|
|
Year
acquired
|
|
Initial
Valuation
(in millions)
|
|
Amortizable
Life
(in years)
|
|
Remaining Value
(in millions)
|
|||
Core Deposit Intangible:
|
|
|
|
|
|
|
|
|||
CapitalMark
|
2015
|
|
6.2
|
|
|
7
|
|
|
2.4
|
|
Magna Bank
|
2015
|
|
3.2
|
|
|
6
|
|
|
1.0
|
|
Avenue
|
2016
|
|
8.8
|
|
|
9
|
|
|
5.8
|
|
BNC
|
2017
|
|
48.1
|
|
|
10
|
|
|
42.1
|
|
Book of Business Intangible:
|
|
|
|
|
|
|
|
|
|
|
Miller Loughry Beach Insurance
|
2008
|
|
1.3
|
|
|
20
|
|
|
0.3
|
|
CapitalMark
|
2015
|
|
0.3
|
|
|
16
|
|
|
0.2
|
|
BNC Insurance
|
2017
|
|
0.4
|
|
|
20
|
|
|
0.4
|
|
BNC Trust
|
2017
|
|
1.9
|
|
|
10
|
|
|
1.8
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Commercial real estate – mortgage
|
$
|
6,794,288
|
|
|
41.6
|
%
|
|
$
|
6,669,610
|
|
|
42.7
|
%
|
Consumer real estate – mortgage
|
2,580,766
|
|
|
15.8
|
%
|
|
2,561,214
|
|
|
16.4
|
%
|
||
Construction and land development
|
2,095,875
|
|
|
12.8
|
%
|
|
1,908,288
|
|
|
12.2
|
%
|
||
Commercial and industrial
|
4,490,886
|
|
|
27.5
|
%
|
|
4,141,341
|
|
|
26.5
|
%
|
||
Consumer and other
|
364,202
|
|
|
2.3
|
%
|
|
352,663
|
|
|
2.2
|
%
|
||
Total loans
|
$
|
16,326,017
|
|
|
100.0
|
%
|
|
$
|
15,633,116
|
|
|
100.0
|
%
|
|
Amounts at March 31, 2018
|
|
Percentage
|
Percentage
|
||||||||||
|
Fixed
Rates
|
|
Variable
Rates
|
|
Totals
|
|
At March 31, 2018
|
At December 31, 2017
|
||||||
Based on contractual maturity:
|
|
|
|
|
|
|
|
|
||||||
Due within one year
|
$
|
838,178
|
|
|
$
|
2,149,135
|
|
|
$
|
2,987,313
|
|
|
18.3%
|
18.2%
|
Due in one year to five years
|
4,368,795
|
|
|
3,616,695
|
|
|
$
|
7,985,490
|
|
|
48.9%
|
48.2%
|
||
Due after five years
|
2,562,633
|
|
|
2,790,581
|
|
|
$
|
5,353,214
|
|
|
32.8%
|
33.6%
|
||
Totals
|
$
|
7,769,606
|
|
|
$
|
8,556,411
|
|
|
$
|
16,326,017
|
|
|
100.0%
|
100.0%
|
|
|
|
|
|
|
|
|
|
||||||
Based on contractual repricing dates:
|
|
|
|
|
|
|
|
|
||||||
Daily floating rate (*)
|
$
|
—
|
|
|
$
|
2,727,348
|
|
|
$
|
2,727,348
|
|
|
16.7%
|
16.4%
|
Due within one year
|
788,056
|
|
|
5,603,428
|
|
|
6,391,484
|
|
|
39.1%
|
37.8%
|
|||
Due in one year to five years
|
4,283,760
|
|
|
499,151
|
|
|
4,782,911
|
|
|
29.3%
|
28.4%
|
|||
Due after five years
|
2,274,506
|
|
|
149,768
|
|
|
2,424,274
|
|
|
14.8%
|
17.4%
|
|||
Totals
|
$
|
7,346,322
|
|
|
$
|
8,979,695
|
|
|
$
|
16,326,017
|
|
|
100.0%
|
100.0%
|
|
March 31,
|
|
December 31,
|
||||
Accruing loans past due 30 to 89 days:
|
2018
|
|
2017
|
||||
Commercial real estate – mortgage
|
$
|
10,483
|
|
|
$
|
23,331
|
|
Consumer real estate – mortgage
|
13,367
|
|
|
14,835
|
|
||
Construction and land development
|
606
|
|
|
4,136
|
|
||
Commercial and industrial
|
9,262
|
|
|
7,406
|
|
||
Consumer and other
|
4,816
|
|
|
6,311
|
|
||
Total accruing loans past due 30 to 89 days
|
$
|
38,534
|
|
|
$
|
56,019
|
|
|
|
|
|
||||
Accruing loans past due 90 days or more:
|
|
|
|
|
|||
Commercial real estate – mortgage
|
$
|
137
|
|
|
$
|
104
|
|
Consumer real estate – mortgage
|
19
|
|
|
1,265
|
|
||
Construction and land development
|
3
|
|
|
146
|
|
||
Commercial and industrial
|
589
|
|
|
1,348
|
|
||
Consumer and other
|
383
|
|
|
1,276
|
|
||
Total accruing loans past due 90 days or more
|
$
|
1,131
|
|
|
$
|
4,139
|
|
|
|
|
|
||||
Ratios:
|
|
|
|
|
|||
Accruing loans past due 30 to 89 days as a percentage of total loans
|
0.23
|
%
|
|
0.36
|
%
|
||
Accruing loans past due 90 days or more as a percentage of total loans
|
0.01
|
%
|
|
0.02
|
%
|
||
Total accruing loans in past due status as a percentage of total loans
|
0.24
|
%
|
|
0.38
|
%
|
|
Accretable
Yield
|
|
Nonaccretable
Yield
|
|
Total
|
||||||
December 31, 2017
|
$
|
132,002
|
|
|
$
|
31,537
|
|
|
163,539
|
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Year-to-date accretion and settlements
|
(13,163
|
)
|
|
(1,491
|
)
|
|
(14,654
|
)
|
|||
March 31, 2018
|
$
|
118,839
|
|
|
$
|
30,046
|
|
|
$
|
148,885
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Commercial real estate - mortgage
|
$
|
22,688
|
|
|
41.6
|
%
|
|
$
|
21,188
|
|
|
42.7
|
%
|
Consumer real estate - mortgage
|
5,100
|
|
|
15.8
|
%
|
|
5,031
|
|
|
16.4
|
%
|
||
Construction and land development
|
10,116
|
|
|
12.8
|
%
|
|
8,962
|
|
|
12.2
|
%
|
||
Commercial and industrial
|
26,648
|
|
|
27.5
|
%
|
|
24,863
|
|
|
26.5
|
%
|
||
Consumer and other
|
5,476
|
|
|
2.3
|
%
|
|
5,874
|
|
|
2.2
|
%
|
||
Unallocated
|
176
|
|
|
NA
|
|
|
1,322
|
|
|
NA
|
|
||
Total allowance for loan losses
|
$
|
70,204
|
|
|
100.0
|
%
|
|
$
|
67,240
|
|
|
100.0
|
%
|
|
Three months ended
March 31, 2018 |
|
Year ended
December 31, 2017 |
||||
Balance at beginning of period
|
$
|
67,240
|
|
|
$
|
58,980
|
|
Provision for loan losses
|
6,931
|
|
|
23,664
|
|
||
Charged-off loans:
|
|
|
|
||||
Commercial real estate – mortgage
|
(728
|
)
|
|
(633
|
)
|
||
Consumer real estate – mortgage
|
(336
|
)
|
|
(1,461
|
)
|
||
Construction and land development
|
(2
|
)
|
|
(137
|
)
|
||
Commercial and industrial
|
(2,540
|
)
|
|
(4,297
|
)
|
||
Consumer and other loans
|
(5,063
|
)
|
|
(15,518
|
)
|
||
Total charged-off loans
|
(8,669
|
)
|
|
(22,046
|
)
|
||
Recoveries of previously charged-off loans:
|
|
|
|
||||
Commercial real estate – mortgage
|
1,396
|
|
|
671
|
|
||
Consumer real estate – mortgage
|
666
|
|
|
1,516
|
|
||
Construction and land development
|
565
|
|
|
1,136
|
|
||
Commercial and industrial
|
888
|
|
|
1,317
|
|
||
Consumer and other loans
|
1,187
|
|
|
2,002
|
|
||
Total recoveries of previously charged-off loans
|
4,702
|
|
|
6,642
|
|
||
Net charge-offs
|
(3,967
|
)
|
|
(15,404
|
)
|
||
Balance at end of period
|
$
|
70,204
|
|
|
$
|
67,240
|
|
Ratio of allowance for loan losses to total loans outstanding at end of period
|
0.43
|
%
|
|
0.43
|
%
|
||
Ratio of net charge-offs to average total loans outstanding for the period
(1)
|
0.10
|
%
|
|
0.13
|
%
|
|
March 31, 2018
|
|
December 31, 2017
|
Weighted average life
|
6.91 years
|
|
6.29 years
|
Effective duration
|
3.50%
|
|
3.49%
|
Tax equivalent yield
|
2.87%
|
|
2.68%
|
|
March 31, 2018
|
|
Percent
|
|
December 31, 2017
|
|
Percent
|
||||
Core funding:
|
|
|
|
|
|
|
|
||||
Noninterest-bearing deposit accounts
|
$
|
4,274,213
|
|
|
22.4%
|
|
$
|
4,381,386
|
|
|
23.9%
|
Interest-bearing demand accounts
|
2,803,718
|
|
|
14.7%
|
|
2,790,490
|
|
|
15.2%
|
||
Savings and money market accounts
|
5,852,950
|
|
|
30.7%
|
|
5,813,666
|
|
|
31.6%
|
||
Time deposit accounts less than $250,000
|
1,292,785
|
|
|
6.8%
|
|
1,260,162
|
|
|
6.9%
|
||
Total core funding
|
14,223,666
|
|
|
74.6%
|
|
14,245,704
|
|
|
77.6%
|
||
Non-core funding:
|
|
|
|
|
|
|
|
||||
Relationship based non-core funding:
|
|
|
|
|
|
|
|
||||
Reciprocating NOW deposits
(1)
|
64,074
|
|
|
0.3%
|
|
77,472
|
|
|
0.4%
|
||
Reciprocating money market accounts
(1)
|
365,292
|
|
|
1.9%
|
|
408,806
|
|
|
2.2%
|
||
Reciprocating time deposits
|
98,185
|
|
|
0.5%
|
|
106,227
|
|
|
0.6%
|
||
Other time deposits
|
472,353
|
|
|
2.5%
|
|
444,951
|
|
|
2.4%
|
||
Securities sold under agreements to repurchase
|
131,863
|
|
|
0.7%
|
|
135,262
|
|
|
0.8%
|
||
Total relationship based non-core funding
|
1,131,767
|
|
|
5.9%
|
|
1,172,718
|
|
|
6.4%
|
||
Wholesale funding:
|
|
|
|
|
|
|
|
||||
Brokered deposits
|
570,688
|
|
|
3.0%
|
|
445,822
|
|
|
2.4%
|
||
Brokered time deposits
|
709,658
|
|
|
3.7%
|
|
722,721
|
|
|
3.9%
|
||
Federal Home Loan Bank advances
|
1,976,881
|
|
|
10.4%
|
|
1,319,909
|
|
|
7.2%
|
||
Subordinated debt- Pinnacle Bank
|
127,788
|
|
|
0.6%
|
|
127,727
|
|
|
0.7%
|
||
Subordinated debt- Pinnacle Financial
|
337,761
|
|
|
1.8%
|
|
337,778
|
|
|
1.8%
|
||
Total wholesale funding
|
3,722,776
|
|
|
19.5%
|
|
2,953,957
|
|
|
16.0%
|
||
Total non-core funding
|
4,854,543
|
|
|
25.4%
|
|
4,126,675
|
|
|
22.4%
|
||
Totals
|
$
|
19,078,209
|
|
|
100.0%
|
|
$
|
18,372,379
|
|
|
100.0%
|
(1)
|
The reciprocating categories consists of deposits we receive from a bank network (the CDARS network) in connection with deposits of our customers in excess of our FDIC coverage limit that we place with the CDARS network.
|
|
Balances
|
|
Weighted Avg. Rate
|
|||
Denominations less than $100,000
|
|
|
|
|||
Three months or less
|
$
|
278,017
|
|
|
1.04
|
%
|
Over three but less than six months
|
283,761
|
|
|
1.19
|
%
|
|
Over six but less than twelve months
|
317,773
|
|
|
1.38
|
%
|
|
Over twelve months
|
334,183
|
|
|
1.63
|
%
|
|
|
$
|
1,213,734
|
|
|
1.33
|
%
|
Denominations $100,000 and greater
|
|
|
|
|||
Three months or less
|
$
|
332,469
|
|
|
0.98
|
%
|
Over three but less than six months
|
229,878
|
|
|
1.06
|
%
|
|
Over six but less than twelve months
|
435,611
|
|
|
1.17
|
%
|
|
Over twelve months
|
361,288
|
|
|
1.61
|
%
|
|
|
$
|
1,359,246
|
|
|
1.22
|
%
|
Totals
|
$
|
2,572,980
|
|
|
1.27
|
%
|
Name
|
|
Date
Established |
|
Maturity
|
|
Total Debt Outstanding
|
|
Interest Rate at
March 31, 2018 |
|
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
|
|
|
|
|
|
|
|
Estimated % Change in Net Interest Income Over 12 Months
|
|
|
March 31, 2018
|
|
Instantaneous Rate Change
|
|
|
100 bps increase
|
5.3
|
%
|
200 bps increase
|
9.7
|
%
|
|
March 31, 2018
|
|
Instantaneous Rate Change
|
|
|
100 bps increase
|
(1.7
|
%)
|
200 bps increase
|
(4.9
|
%)
|
•
|
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.
|
Period
|
|
Total Number of Shares Repurchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
|
|||||
January 1, 2018 to January 31, 2018
|
|
30,084
|
|
|
$
|
67.47
|
|
|
—
|
|
|
—
|
|
February 1, 2018 to February 28, 2018
|
|
48,708
|
|
|
65.09
|
|
|
—
|
|
|
—
|
|
|
March 1, 2018 to March 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
78,792
|
|
|
$
|
65.99
|
|
|
—
|
|
|
—
|
|
(1)
|
During the quarter ended
March 31, 2018
, 253,052 shares of restricted stock previously awarded to certain of the participants in our equity incentive plans vested. We withheld
78,792
shares to satisfy tax withholding requirements associated with the vesting of these restricted shares.
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
4.1.2
|
|
See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock.
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
4.9
|
|
Pinnacle Financial is a party to certain agreements entered into in connection with the offering or assumption of its subordinated debentures and certain of its subordinated indebtedness, in each case as more fully described in this Annual Report on Form 10-K. In accordance with Item 601(b)(4)(iii) of Regulation S-K and because no issuance of any such indebtedness is in excess of 10% of Pinnacle Financial’s total assets, Pinnacle Financial has not filed the various documents and agreements associated with such indebtedness herewith. Pinnacle Financial has, however, agreed to furnish copies of the various documents and agreements associated with such indebtedness to the Securities and Exchange Commission upon request.
|
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
PINNACLE FINANCIAL PARTNERS, INC.
|
|
|
|
May 7, 2018
|
|
/s/ M. Terry Turner
|
|
|
M. Terry Turner
|
|
|
President and Chief Executive Officer
|
|
|
|
May 7, 2018
|
|
/s/ Harold R. Carpenter
|
|
|
Harold R. Carpenter
|
|
|
Chief Financial Officer
|
(a)
|
Settlement of Performance Units
. The Performance Units earned pursuant to
Section 1(a)
shall not be settled in shares of the Company’s Common Stock pursuant to
Section 1(a)
unless the ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned as described on
Exhibit A
(the “NPA Ratio”) is equal to or less than
____
% as of December 31, 20__. Subject to the
|
Cumulative
Percentage Vested
|
Date of Vesting
|
Cumulative
Shares Vested
|
20%
|
___________
|
___________
|
20%
|
___________
|
___________
|
20%
|
___________
|
___________
|
20%
|
___________
|
___________
|
20%
|
___________
|
___________
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 7, 2018
|
Signature:
|
/s/ M. Terry Turner
|
|
|
M. Terry Turner
|
|
|
President and Chief Executive Officer
|
|
|
Pinnacle Financial Partners, Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pinnacle Financial Partners, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 7, 2018
|
Signature:
|
/s/ Harold R. Carpenter
|
|
|
Harold R. Carpenter
|
|
|
Chief Financial Officer
|
|
|
Pinnacle Financial Partners, Inc.
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 7, 2018
|
|
/s/ M. Terry Turner
|
|
|
M. Terry Turner
|
|
|
President and Chief Executive Officer
|
|
|
Pinnacle Financial Partners, Inc.
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 7, 2018
|
|
/s/ Harold R. Carpenter
|
|
|
Harold R. Carpenter
|
|
|
Chief Financial Officer
|
|
|
Pinnacle Financial Partners, Inc.
|