Docoh
Loading...

PNFP Pinnacle Financial Partners

Filed: 6 Nov 20, 2:18pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ____ to ____
Commission File Number: 000-31225
Pinnacle Financial Partners Inc.
pnfp-20200930_g1.jpg, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 62-1812853
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
150 Third Avenue South, Suite 900Nashville,TN 37201
(Address of principal executive offices) (Zip Code)
(615) 744-3700
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changes since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes      No     

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit such files).  Yes      No     

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer                            Accelerated Filer     
Non-accelerated Filer                              Smaller reporting company
(do not check if you are a smaller reporting company)                Emerging growth company

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each ClassTrading SymbolName of Exchange on which Registered
Common Stock, par value $1.00PNFPThe Nasdaq Stock Market LLC
Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)PNFPPThe Nasdaq Stock Market LLC

As of November 3, 2020 there were 75,848,853 shares of common stock, $1.00 par value per share, issued and outstanding.


Pinnacle Financial Partners, Inc.
Report on Form 10-Q
September 30, 2020


2

FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, included in this report, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "expect," "anticipate," "intend," "may," "aims," "should," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: (i) further deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or Bankers Healthcare Group, LLC (BHG) resulting in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) the further effects of the emergence of widespread health emergencies or pandemics, including the magnitude and duration of the COVID-19 pandemic and its impact on general economic and financial market conditions and on Pinnacle Financial's and its customers' business, results of operations, asset quality and financial condition; (iii) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the historical growth rate of its, or such entities', loan portfolio; (iv) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (v) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (vi) the impact of competition with other financial institutions, including pricing pressures and the resulting impact on Pinnacle Financial’s results, including as a result of compression to net interest margin; (vii) adverse conditions in the national or local economies including in Pinnacle Financial's markets throughout Tennessee, North Carolina, South Carolina, Georgia and Virginia,  particularly in commercial and residential real estate markets; (viii) fluctuations or differences in interest rates on loans or deposits from those that Pinnacle Financial is modeling or anticipating, including as a result of Pinnacle Bank's inability to better match deposit rates with the changes in the short-term rate environment, or that affect the yield curve; (ix) the results of regulatory examinations; (x) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to lower rates it pays on deposits; (xi) Pinnacle Financial's ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xii) difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xiii) BHG's ability to profitably grow its business and successfully execute on its business plans; (xiv) risks of expansion into new geographic or product markets including the recent expansion into the Atlanta, Georgia metro market; (xv) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xvi) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Bank), to retain financial advisors (including as a result of the competitive environment for associates) or otherwise to attract customers from other financial institutions; (xvii) deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xviii) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies, required capital maintenance levels or regulatory requests or directives, particularly if Pinnacle Bank's level of applicable commercial real estate loans were to exceed percentage levels of total capital in guidelines recommended by its regulators; (xix) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xx) the vulnerability of Pinnacle Bank's network and online banking portals, and the systems of parties with whom Pinnacle Bank contracts, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xxi) the possibility of increased compliance and operational costs as a result of increased regulatory oversight (including by the Consumer Financial Protection Bureau), including oversight of companies in which Pinnacle Financial or Pinnacle Bank have significant investments, like BHG, and the development of additional banking products for Pinnacle Bank's corporate and consumer clients;  (xxii) the risks associated with Pinnacle Financial and Pinnacle Bank being a minority investor in BHG, including the risk that the owners of a majority of the equity interests in BHG decide to sell the company if not prohibited from doing so by Pinnacle Financial or Pinnacle Bank; (xxiii) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxiv) the availability of and access to capital; (xxv) adverse results (including costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of Pinnacle Bank's participation in and execution of government programs related to the COVID-19 pandemic; and (xxvi) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle Financial's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q (including this report), and Current Reports on Form 8-K filed with the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this report, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

3


Item 1.Part I. Financial Information

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in thousands, except per share data)September 30, 2020December 31, 2019
ASSETS  
Cash and noninterest-bearing due from banks$179,231 $157,901 
Restricted cash247,761 137,045 
Interest-bearing due from banks2,604,646 210,784 
Federal funds sold and other11,687 20,977 
Cash and cash equivalents3,043,325 526,707 
Securities available-for-sale, at fair value3,463,422 3,539,995 
Securities held-to-maturity (fair value of $1.1 billion, net of allowance for credit losses of $191,000 at Sept. 30, 2020 and fair value of $201.2 million at Dec. 31, 2019, respectively)1,039,650 188,996 
Consumer loans held-for-sale82,748 81,820 
Commercial loans held-for-sale12,290 17,585 
Loans22,477,409 19,787,876 
Less allowance for credit losses(288,645)(94,777)
Loans, net22,188,764 19,693,099 
Premises and equipment, net287,711 273,932 
Equity method investment289,301 278,037 
Accrued interest receivable101,762 84,462 
Goodwill1,819,811 1,819,811 
Core deposits and other intangible assets44,713 51,130 
Other real estate owned19,445 29,487 
Other assets1,431,989 1,220,435 
Total assets$33,824,931 $27,805,496 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Deposits:  
Noninterest-bearing$7,050,670 $4,795,476 
Interest-bearing4,995,769 3,630,168 
Savings and money market accounts10,513,645 7,813,939 
Time3,983,872 3,941,445 
Total deposits26,543,956 20,181,028 
Securities sold under agreements to repurchase127,059 126,354 
Federal Home Loan Bank advances1,287,738 2,062,534 
Subordinated debt and other borrowings670,273 749,080 
Accrued interest payable26,101 42,183 
Other liabilities382,496 288,569 
Total liabilities29,037,623 23,449,748 
Shareholders' equity:  
Preferred stock, no par value, 10.0 million shares authorized; 225,000 shares non-cumulative perpetual preferred stock, Series B, liquidation preference $225.0 million, issued and outstanding at Sept. 30, 2020 and no shares issued and outstanding at Dec. 31, 2019, respectively.217,126 
Common stock, par value $1.00; 180.0 million shares authorized; 75.8 million and 76.6 million shares issued and outstanding at Sept. 30, 2020 and Dec. 31, 2019, respectively75,835 76,564 
Additional paid-in capital3,023,430 3,064,467 
Retained earnings1,312,929 1,184,183 
Accumulated other comprehensive income, net of taxes157,988 30,534 
Total shareholders' equity4,787,308 4,355,748 
Total liabilities and shareholders' equity$33,824,931 $27,805,496 
See accompanying notes to consolidated financial statements (unaudited).
4

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except per share data)Three months ended
September 30,
Nine months ended
September 30,
 2020201920202019
Interest income:  
Loans, including fees$224,482 $247,147 $687,183 $714,179 
Securities:  
Taxable8,276 10,655 28,133 36,438 
Tax-exempt15,001 13,313 43,421 37,541 
Federal funds sold and other1,429 4,634 5,258 11,325 
Total interest income249,188 275,749 763,995 799,483 
Interest expense:  
Deposits28,401 62,531 112,826 175,736 
Securities sold under agreements to repurchase77 152 286 439 
Federal Home Loan Bank advances and other borrowings14,116 17,260 50,080 51,338 
Total interest expense42,594 79,943 163,192 227,513 
Net interest income206,594 195,806 600,803 571,970 
Provision for credit losses16,333 8,260 184,554 22,639 
Net interest income after provision for credit losses190,261 187,546 416,249 549,331 
Noninterest income:  
Service charges on deposit accounts9,854 10,193 25,796 27,675 
Investment services6,734 6,270 21,944 17,607 
Insurance sales commissions2,284 2,252 7,755 7,327 
Gain on mortgage loans sold, net19,453 7,402 47,655 18,291 
Investment gains (losses) on sales, net651 417 986 (6,009)
Trust fees3,986 3,593 12,114 10,349 
Income from equity method investment26,445 32,248 59,245 77,799 
Other noninterest income21,658 20,244 58,901 51,325 
Total noninterest income91,065 82,619 234,396 204,364 
Noninterest expense:  
Salaries and employee benefits90,103 85,919 244,470 231,915 
Equipment and occupancy21,622 20,348 64,626 63,523 
Other real estate expense, net1,795 655 7,098 3,424 
Marketing and other business development2,321 2,723 7,714 8,953 
Postage and supplies1,761 1,766 5,821 5,737 
Amortization of intangibles2,417 2,430 7,416 7,012 
Other noninterest expense24,258 19,100 76,086 54,114 
Total noninterest expense144,277 132,941 413,231 374,678 
Income before income taxes137,049 137,224 237,414 379,017 
Income tax expense26,404 26,703 35,969 74,215 
Net income110,645 $110,521 $201,445 $304,802 
Preferred stock dividends(3,798)(3,798)
Net income available to common shareholders$106,847 $110,521 $197,647 $304,802 
Per share information:  
Basic net income per common share$1.42 $1.45 $2.62 $3.99 
Diluted net income per common share$1.42 $1.44 $2.62 $3.97 
Weighted average common shares outstanding:  
Basic75,240,664 76,301,010 75,417,663 76,480,757 
Diluted75,360,033 76,556,309 75,544,677 76,761,167 

See accompanying notes to consolidated financial statements (unaudited).
5

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

 Three months ended
September 30,
Nine months ended
September 30,
 2020201920202019
Net income$110,645 $110,521 $201,445 $304,802 
Other comprehensive income (loss), net of tax:  
Change in fair value on available-for-sale securities, net of tax523 25,259 69,402 87,153 
Change in fair value of cash flow hedges, net of tax(5,213)494 60,426 6,584 
Amortization (accretion) of net unrealized losses (gains) on securities transferred from available-for-sale to held-to-maturity, net of tax(1,523)56 (3,504)126 
Net loss on cash flow hedges reclassified from other comprehensive income into net income, net of tax156 1,129 1,858 946 
Net loss (gain) on sale of investment securities reclassified from other comprehensive income into net income, net of tax(481)(308)(728)4,438 
Total other comprehensive income (loss), net of tax(6,538)26,630 127,454 99,247 
Total comprehensive income$104,107 $137,151 $328,899 $404,049 

See accompanying notes to consolidated financial statements (unaudited).
6

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(dollars and shares in thousands)Common Stock  
 Preferred Stock
Amount
SharesAmountsAdditional Paid-in CapitalRetained EarningsAccumulated Other Comp. Income (Loss), netTotal Shareholders' Equity
Balance at December 31, 2018$— 77,484 $77,484 $3,107,431 $833,130 $(52,105)$3,965,940 
Exercise of employee common stock options & related tax benefits— 125 — — 130 
Common stock dividends paid ($0.16 per share)— — — — (12,545)— (12,545)
Repurchase of common stock— (543)(543)(29,506)— — (30,049)
Issuance of restricted common shares, net of forfeitures— 180 180 (180)— — 
Restricted shares withheld for taxes & related tax benefit— (62)(62)(3,425)— — (3,487)
Compensation expense for restricted shares & performance stock units— — — 4,913 — — 4,913 
Net income— — — — 93,960 — 93,960 
Other comprehensive income— — — — — 37,077 37,077 
Balance at March 31, 2019$— 77,064 $77,064 $3,079,358 $914,545 $(15,028)$4,055,939 
Exercise of employee common stock options & related tax benefits— $$— $— $
Common stock dividends paid ($0.16 per share)— — — — (12,432)— (12,432)
Repurchase of common stock— (132)(132)(7,243)— — (7,375)
Issuance of restricted common shares, net of forfeitures— 10 10 (10)— — 
Restricted shares withheld for taxes & related tax benefit— (14)(14)(787)— — (801)
Compensation expense for restricted shares & performance stock units— — — 5,160 — — 5,160 
Net income— — — — 100,321 — 100,321 
Other comprehensive income— — — — — 35,540 35,540 
Balance at June 30, 2019$— 76,929 $76,929 $3,076,486 $1,002,434 $20,512 $4,176,361 
Exercise of employee common stock options & related tax benefits— 104 — — 108 
Common stock dividends paid ($0.16 per share)— — — — (12,438)— (12,438)
Repurchase of common stock— (198)(198)(10,867)— — (11,065)
Issuance of restricted common shares, net of forfeitures— 10 10 (10)— — 
Restricted shares withheld for taxes & related tax benefit— (9)(9)(496)— — (505)
Compensation expense for restricted shares & performance stock units— — — 5,018 — — 5,018 
Net income— — — — 110,521 — 110,521 
Other comprehensive income— — — — — 26,630 26,630 
Balance at September 30, 2019$— 76,736 $76,736 $3,070,235 $1,100,517 $47,142 $4,294,630 


7

 Preferred Stock
Amount
Common Stock Accumulated Other Comp. Income (Loss), netTotal Shareholders' Equity
 SharesAmountsAdditional Paid-in CapitalRetained Earnings
Balance at December 31, 2019$— 76,564 $76,564 $3,064,467 $1,184,183 $30,534 $4,355,748 
Exercise of employee common stock options & related tax benefits— — — 
Common dividends paid ($0.16 per share)— — — — (12,442)— (12,442)
Repurchase of common stock— (1,015)(1,015)(49,775)— — (50,790)
Issuance of restricted common shares, net of forfeitures— 198 198 (198)— — 
Restricted shares withheld for taxes & related tax benefits— (32)(32)(1,925)— — (1,957)
Issuance of common stock pursuant to restricted stock unit agreement, net of shares withheld for taxes & related tax benefits— 84 84 (2,553)— — (2,469)
Compensation expense for restricted shares & performance stock units— — — 5,501 — — 5,501 
Net income— — — — 28,356 — 28,356 
Cumulative effect of change in accounting principle— — — — (31,796)— (31,796)
Other comprehensive income— — — — — 94,972 94,972 
Balance at March 31, 2020$— 75,800 $75,800 $3,015,521 $1,168,301 $125,506 $4,385,128 
Issuance of preferred stock, net of issuance costs$217,632 — $— $— $— $— $217,632 
Exercise of employee common stock options & related tax benefits— 216 — — 225 
Common dividends paid ($0.16 per share)— — — — (12,378)(12,378)
Issuance of restricted common shares, net of forfeitures— 38 38 (38)— — 
Restricted shares withheld for taxes & related tax benefits— (13)(13)(540)— — (553)
Issuance of common stock pursuant to restricted stock unit agreement, net of shares withheld for taxes & related tax benefits— (21)— — (19)
Compensation expense for restricted shares & performance stock units— — — 4,148 — — 4,148 
Net income— — — — 62,444 — 62,444 
Other comprehensive income— — — — — 39,020 39,020 
Balance at June 30, 2020$217,632 75,836 $75,836 $3,019,286 $1,218,367 $164,526 $4,695,647 
Issuance of preferred stock, net of issuance costs$(506)— $— $— $— $— $(506)
Preferred dividends paid ($16.88 per share)— — — — (3,798)— (3,798)
Common dividends paid ($0.16 per share)— — — — (12,285)— (12,285)
Issuance of restricted common shares, net of forfeitures— (6)— — 
Restricted shares withheld for taxes & related tax benefits— (7)(7)(293)— — (300)
Compensation expense for restricted shares & performance stock units— — — 4,443 — — 4,443 
Net income— — — — 110,645 — 110,645 
Other comprehensive income (loss)— — — — — (6,538)(6,538)
Balance at September 30, 2020$217,126 75,835 $75,835 $3,023,430 $1,312,929 $157,988 $4,787,308 
See accompanying notes to consolidated financial statements (unaudited).
8

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)Nine months ended
September 30,
 20202019
Operating activities:  
Net income$201,445 $304,802 
Adjustments to reconcile net income to net cash provided by operating activities:  
Net amortization/accretion of premium/discount on securities26,771 14,365 
Depreciation, amortization and accretion32,127 4,365 
Provision for credit losses184,554 22,639 
Gain on mortgage loans sold, net(47,655)(18,291)
Investment losses (gains) on sales, net(986)6,009 
Stock-based compensation expense14,092 15,091 
Deferred tax expense (benefit)(31,288)5,355 
Losses on dispositions of other real estate and other investments6,600 2,612 
Income from equity method investment(59,245)(77,799)
  Dividends received from equity method investment47,981 49,940 
Excess tax benefit from stock compensation(505)(832)
Gain on commercial loans sold, net(1,856)(2,841)
Commercial loans held for sale originated(271,996)(315,454)
Commercial loans held for sale sold279,147 312,936 
Consumer loans held for sale originated(1,550,290)(1,001,377)
Consumer loans held for sale sold1,597,016 980,822 
Increase in other assets(188,675)(79,462)
Increase in other liabilities64,488 91,624 
Net cash provided by operating activities301,725 314,504 
Investing activities:  
Activities in securities available-for-sale:  
Purchases(1,189,922)(1,039,225)
Sales145,631 626,097 
Maturities, prepayments and calls356,690 253,350 
Activities in securities held-to-maturity:  
Purchases(3,822)
Maturities, prepayments and calls13,345 7,800 
Increase in loans, net(2,705,594)(1,488,436)
Purchases of software, premises and equipment(30,309)(34,190)
Proceeds from sales of software, premises and equipment66 
Proceeds from sale of other real estate7,191 4,947 
Purchase of bank owned life insurance policies(110,000)
Proceeds from bank owned life insurance settlements4,580 308 
Proceeds from (payments for) derivative instruments35,680 (37,982)
Purchase of trade name(1,000)
Increase in other investments(50,335)(43,260)
Net cash used in investing activities(3,414,043)(1,908,941)
Financing activities:  
Net increase in deposits6,363,187 1,152,021 
Net increase (decrease) in securities sold under agreements to repurchase705 (9,339)
Federal Home Loan Bank: Advances, net of restructuring charges762,472 2,572,500 
Federal Home Loan Bank: Repayments/maturities(1,537,520)(1,963,541)
Advances of other borrowings, net of issuance costs56,568 316,200 
Repayments of other borrowings(136,661)(184,175)
Principal payments of finance lease obligation(180)(168)
Issuance of preferred stock, net of issuance costs217,126 
Issuance of common stock pursuant to restricted stock unit agreement, net of shares withheld for taxes(2,488)
Exercise of common stock options, net of repurchase of restricted shares(2,580)(4,546)
Repurchase of common stock(50,790)(48,489)
Common stock dividends paid(37,105)(37,415)
Preferred stock dividends paid(3,798)
Net cash provided by financing activities5,628,936 1,793,048 
Net increase in cash, cash equivalents, and restricted cash2,516,618 198,611 
Cash, cash equivalents, and restricted cash, beginning of period526,707 721,692 
Cash, cash equivalents, and restricted cash, end of period$3,043,325 $920,303 
See accompanying notes to consolidated financial statements (unaudited).
9

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

Note 1. Summary of Significant Accounting Policies

Nature of Business — Pinnacle Financial Partners, Inc. (Pinnacle Financial) is a financial holding company whose primary business is conducted by its wholly-owned subsidiary, Pinnacle Bank. Pinnacle Bank is a commercial bank headquartered in Nashville, Tennessee. Pinnacle Financial completed its acquisitions of CapitalMark Bank & Trust (CapitalMark), Magna Bank (Magna), Avenue Financial Holdings, Inc. (Avenue) and BNC Bancorp (BNC) on July 31, 2015, September 1, 2015, July 1, 2016 and June 16, 2017, respectively. Pinnacle Financial and Pinnacle Bank also collectively hold a 49% interest in Bankers Healthcare Group, LLC (BHG), a company that primarily serves as a full-service commercial loan provider to healthcare and other professional practices. Pinnacle Bank provides a full range of banking services, including investment, mortgage, insurance, and comprehensive wealth management services, in its 12 primarily urban markets within Tennessee, the Carolinas, Virginia and beginning in December 2019, Atlanta, Georgia.

On July 2, 2019, Pinnacle Bank acquired all of the outstanding stock of Advocate Capital, Inc. (Advocate Capital) for a cash price of $59.0 million. Advocate Capital is a finance firm headquartered in Nashville, TN which supports the financial needs of legal firms through both case expense financing and working capital lines of credit. Pinnacle Financial accounted for the acquisition of Advocate Capital under the acquisition method in accordance with ASC Topic 805. Accordingly, the purchase price is allocated to the fair value of the assets acquired and liabilities acquired as of the date of acquisition. Determining the fair value of assets and liabilities, particularly illiquid assets and liabilities, is a complicated process involving significant judgment regarding estimates and assumptions used to calculate estimated fair value. At the acquisition date, Advocate Capital's net assets were recorded at a fair value of approximately $45.6 million, consisting mainly of loans receivable. Advocate Capital's $134.3 million of indebtedness was also paid off in connection with consummation of the acquisition. The purchase price allocations for the acquisition of Advocate Capital were finalized during the second quarter of 2020.

Basis of Presentation — The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (U.S. GAAP).  All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by the report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2019 (2019 10-K).

These consolidated financial statements include the accounts of Pinnacle Financial and its wholly-owned subsidiaries. Certain statutory trust affiliates of Pinnacle Financial, as noted in Note 11. Other Borrowings are included in these consolidated financial statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for credit losses and determination of any impairment of goodwill or intangible assets. It is reasonably possible Pinnacle Financial's estimate of the allowance for credit losses and determination of impairment of goodwill or intangible assets could change as a result of the continued impact of the COVID-19 pandemic on the economy. The resulting change in these estimates could be material to Pinnacle Financial's consolidated financial statements. There have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in the 2019 10-K other than those that relate to the allowance for credit losses upon adoption of ASU 2016-13 as described later within Note 1.

10


Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for the nine months ended September 30, 2020 and 2019 was as follows (in thousands):
 For the nine months ended
September 30,
 20202019
Cash Transactions:  
Interest paid$179,163 $216,261 
Income taxes paid, net89,858 61,238 
Operating lease payments10,077 10,193
Noncash Transactions:  
Loans charged-off to the allowance for credit losses35,724 21,328 
Loans foreclosed upon and transferred to other real estate owned3,435 16,870 
Loans foreclosed upon and transferred to other assets25 93 
Fixed assets transferred to other real estate owned5,126 
Available-for-sale securities transferred to held-to-maturity portfolio873,613 
Right-of-use asset recognized during the period in exchange for lease obligations (1)
5,269 82,856 
(1) Includes $79.9 million recognized upon initial adoption of ASU 2016-02 on January 1, 2019.

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

The following is a summary of the basic and diluted net income per common share calculations for the three and nine months ended September 30, 2020 and 2019 (in thousands, except per share data):
 Three months ended
September 30,
Nine months ended
September 30,
 2020201920202019
Basic net income per common share calculation:  
Numerator - Net income available to common shareholders
$106,847 $110,521 $197,647 $304,802 
Denominator - Weighted average common shares outstanding
75,241 76,301 75,418 76,481 
Basic net income per common share$1.42 $1.45 $2.62 $3.99 
Diluted net income per common share calculation:  
Numerator – Net income available to common shareholders
$106,847 $110,521 $197,647 $304,802 
Denominator - Weighted average common shares outstanding
75,241 76,301 75,418 76,481 
Dilutive common shares contingently issuable119 255 127 280 
Weighted average diluted common shares outstanding75,360 76,556 75,545 76,761 
Diluted net income per common share$1.42 $1.44 $2.62 $3.97 

Allowance for Credit Losses - Loans - As described below under Recently Adopted Accounting Pronouncements, Pinnacle Financial adopted FASB ASC 326 effective January 1, 2020, which requires the estimation of an allowance for credit losses in accordance with the current expected credit loss (CECL) methodology. Pinnacle Financial's management assesses the adequacy of the allowance on a quarterly basis. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management's evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to
11

absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is increased through provision for credit losses and decreased by charge-offs, net of recoveries of amounts previously charged-off.

The allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics. Pinnacle Financial has identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses:

Owner occupied commercial real estate mortgage loans - Owner occupied commercial real estate mortgage loans are secured by commercial office buildings, industrial buildings, warehouses or retail buildings where the owner of the building occupies the property. For such loans, repayment is largely dependent upon the operation of the borrower's business.
Non-owner occupied commercial real estate loans - These loans represent investment real estate loans secured by office buildings, industrial buildings, warehouses, retail buildings, and multifamily residential housing. Repayment is primarily dependent on lease income generated from the underlying collateral.
Consumer real estate mortgage loans - Consumer real estate mortgage consists primarily of loans secured by 1-4 family residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower.
Construction and land development loans - Construction and land development loans include loans where the repayment is dependent on the successful completion and eventual sale, refinance or operation of the related real estate project. Construction and land development loans include 1-4 family construction projects and commercial construction endeavors such as warehouses, apartments, office and retail space and land acquisition and development.
Commercial and industrial loans - Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes. These loans are generally secured by equipment, inventory, and accounts receivable of the borrower and repayment is primarily dependent on business cash flows.
Consumer and other loans - Consumer and other loans include all loans issued to individuals not included in the consumer real estate mortgage classification. Examples of consumer and other loans are automobile loans, consumer credit cards and loans to finance education, among others. Many consumer loans are unsecured. Repayment is primarily dependent on the personal cash flow of the borrower.

For commercial real estate, consumer real estate, construction and land development, and commercial and industrial loans, Pinnacle Financial primarily utilizes a probability of default (PD) and loss given default (LGD) modeling approach. These models utilize historical correlations between default experience and certain macroeconomic factors as determined through a statistical regression analysis. All loan segments modeled using this approach consider changes in the national unemployment rate. In addition to the national unemployment rate, gross domestic product and the three month treasury rate are considered for owner occupied commercial real estate, the commercial real estate price index and the five year treasury rate are considered for construction loans, and the three month treasury rate is considered for commercial and industrial loans. Projections of these macroeconomic factors, obtained from an independent third party, are utilized to predict quarterly rates of default based on the statistical PD models. The predicted quarterly default rates are then applied to the estimated future exposure at default (EAD), as determined based on contractual amortization terms and estimated prepayments. An estimated LGD, determined based on historical loss experience, is applied to the quarterly defaulted balances for each loan segment to estimate future losses of the loan's amortized cost.

Losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages. The reasonable and supportable period and reversion period are re-evaluated each quarter by Pinnacle Financial and are dependent on the current economic environment among other factors. Upon implementation of CECL on January 1, 2020 and at September 30, 2020, a reasonable and supportable period of eighteen months was utilized for all loan segments, followed by a twelve month straight line reversion to long term averages.

For the consumer and other loan segment, a loss rate approach is utilized. For these loans, historical charge off rates are applied to projected future balances, as determined in the same manner as EAD for the statistically modeled loan segments. For credit cards, which have no amortization terms or contractual maturities and are unconditionally cancellable, future balances are estimated based on expected payment volume applied to the current balance.

The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management, but measured by objective measurements period over period. The data for each measurement may be obtained from internal or external sources. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon quarterly trend assessments in portfolio concentrations, policy exceptions, associate retention, independent loan review results, collateral considerations, risk ratings,
12

competition and peer group credit quality trends. The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors.

Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded from the collectively evaluated pools. Individual evaluations are generally performed for loans greater than $1.0 million which have experienced significant credit deterioration. Such loans are evaluated for credit losses based on either discounted cash flows or the fair value of collateral. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral, less selling costs. For loans for which foreclosure is not probable, but for which repayment is expected to be provided substantially through the operation or sale of the collateral, Pinnacle Financial has elected the practical expedient under ASC 326 to estimate expected credit losses based on the fair value of collateral, with selling costs considered in the event sale of the collateral is expected. Loans for which terms have been modified in a troubled debt restructuring (TDR) are evaluated using these same individual evaluation methods. In the event the discounted cash flow method is used for a TDR, the original interest rate is used to discount expected cash flows.

In assessing the adequacy of the allowance for credit losses, Pinnacle Financial considers the results of Pinnacle Financial's ongoing independent loan review process. Pinnacle Financial undertakes this process both to ascertain those loans in the portfolio with elevated credit risk and to assist in its overall evaluation of the risk characteristics of the entire loan portfolio. Its loan review process includes the judgment of management, independent internal loan reviewers and reviews that may have been conducted by third-party reviewers including regulatory examiners. Pinnacle Financial incorporates relevant loan review results in the allowance.

In accordance with CECL, losses are estimated over the remaining contractual terms of loans, adjusted for prepayments. The contractual term excludes expected extensions, renewals and modifications unless management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed or such renewals, extensions or modifications are included in the original loan agreement and are not unconditionally cancellable by Pinnacle Financial.

Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, purchase discounts and premiums, deferred loan fees and costs and accrued interest receivable. Accrued interest receivable is presented separately on the balance sheets and as allowed under ASU 2016-13 is excluded from the tabular loan disclosures in Note 4.

While policies and procedures used to estimate the allowance for credit losses, as well as the resultant provision for credit losses charged to income, are considered adequate by management and are reviewed periodically by regulators, model validators and internal audit, they are necessarily approximate and imprecise. There are factors beyond Pinnacle Financial's control, such as changes in projected economic conditions, real estate markets or particular industry conditions which may materially impact asset quality and the adequacy of the allowance for credit losses and thus the resulting provision for credit losses.

Allowance for Credit Losses on Off Balance Sheet Credit Exposures - Pinnacle Financial estimates expected credit losses over the contractual term of obligations to extend credit, unless the obligation is unconditionally cancellable. The allowance for off balance sheet exposures is adjusted through other noninterest expense. The estimates are determined based on the likelihood of funding during the contractual term and an estimate of credit losses subsequent to funding. Estimated credit losses on subsequently funded balances are based on the same assumptions as used to estimated credit losses on existing funded loans.

Allowance for Credit Losses - Securities Held-to-Maturity - Expected credit losses on debt securities classified as held-to-maturity are measured on a collective basis by major security type. The estimates of expected credit losses are based on historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The models rely on regression analyses to predict PD based on projected macroeconomic factors, including unemployment rates and GDP, among others. At September 30, 2020, Pinnacle Financial's held-to-maturity securities consisted entirely of municipal securities rated A or higher by the ratings agencies. A reasonable and supportable period of 18 months and reversion period of 12 months is utilized to estimate credit losses on held-to-maturity municipal securities. The allowance is increased through provision for credit losses and decreased by charge-offs, net of recoveries of amounts previously charged-off.

Allowance for Credit Losses - Securities Available-for-Sale - For any securities classified as available-for-sale that are in an unrealized loss position at the balance sheet date, Pinnacle Financial assesses whether or not it intends to sell the security, or more likely than not will be required to sell the security, before recovery of its amortized cost basis. If either criteria is met, the security's amortized cost basis is written down to fair value through net income. If neither criteria is met, Pinnacle Financial evaluates whether any portion of the decline in fair value is the result of credit deterioration. Such evaluations consider the extent to which the amortized cost of the security exceeds its fair value, changes in credit ratings and any other known adverse conditions related to the specific security. If the evaluation indicates that a credit loss exists, an allowance for credit losses is recorded through provisions for credit
13

losses for the amount by which the amortized cost basis of the security exceeds the present value of cash flows expected to be collected, limited by the amount by which the amortized cost exceeds fair value. Any impairment not recognized in the allowance for credit losses is recognized in other comprehensive income.

Recently Adopted Accounting Pronouncements  In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment to simplify how entities other than private companies, such as public business entities and not-for-profit entities, are required to test goodwill for impairment by eliminating the comparison of the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The amendments became effective for Pinnacle Financial on January 1, 2020. Pinnacle Financial performed its annual assessment of goodwill as of September 30, 2020. No impairment charge was identified as a result of the assessment.

In June 2016, the FASB issued Accounting Standards Update 2016-13,  Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), and has issued subsequent amendments thereto, which introduces the current expected credit losses (CECL) methodology. Among other things, ASC 326 requires the measurement of all expected credit losses for financial assets, including loans and held-to-maturity debt securities, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The new model requires institutions to calculate all probable and estimable losses that are expected to be incurred through the financial asset's contractual life through a provision for credit losses, including loans obtained as a result of any acquisition not deemed to be purchased credit deteriorated (PCD). ASC 326 also requires the allowance for credit losses for PCD loans to be determined in a manner similar to that of other financial assets measured at amortized cost; however, the initial allowance determined at acquisition is added to the purchase price rather than recorded as provision expense. In accordance with ASC 326, the disclosure of credit quality indicators related to the amortized cost of financing receivables is further disaggregated by year of origination (or vintage). Pinnacle Financial adopted ASU 2016-13 and all subsequent amendments thereto effective January 1, 2020 using the modified retrospective method for all financial assets measured at amortized cost and off balance sheet credit exposures. Amounts for periods beginning on or after January 1, 2020 are presented under ASC 326 and all prior period information is presented in accordance with previously applicable GAAP. At January 1, 2020, Pinnacle Financial recognized a cumulative adjustment to retained earnings of $31.8 million, net of tax, attributable to an increase in the allowance for credit losses of $34.3 million, an increase in the allowance for off balance sheet credit exposures of $8.8 million, and an increase in deferred tax assets of $11.3 million. In addition, an allowance of $3.8 million was recognized on loans purchased with credit deterioration (PCD) previously classified as purchased credit impaired (PCI) with a corresponding adjustment to the gross carrying amount of the loans. Pinnacle Financial adopted ASC 326 using the prospective transition approach for PCD loans, which did not require re-evaluation of whether loans previously classified as PCI loans met the criteria of PCD assets at the date of adoption. The remaining noncredit discount will be accreted into interest income at the effective interest rate as of January 1, 2020.

Newly Issued Not Yet Effective Accounting Standards — In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. Pinnacle Financial is implementing a transition plan to identify and modify its loans and other financial instruments, including certain indebtedness, with attributes that are either directly or indirectly influenced by LIBOR. Pinnacle Financial is assessing ASU 2020-04 and its impact on the transition away from LIBOR for its loans and other financial instruments.

In January 2020, the FASB issued Accounting Standards Update 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. These amendments, among other things, clarify that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments also clarify that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is permitted, including early adoption in an interim period. An entity should apply ASU 2020-01 prospectively at the beginning of the interim period that includes the adoption date. Pinnacle Financial is assessing ASU 2020-01 and its impact on its accounting and disclosures.

14

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes to simplify various aspects of the current guidance to promote consistent application of the standard among reporting entities by moving certain exceptions to the general principles. The amendments are effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Pinnacle Financial does not plan to adopt this standard early. If this standard had been effective as of the date of the financial statements included in this report, there would have been no impact on Pinnacle Financial's consolidated financial statements.

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

Reclassifications — Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or stockholders' equity.

Subsequent Events — ASC Topic 855,  Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. Pinnacle Financial evaluated all events or transactions that occurred after September 30, 2020 through the date of the issued financial statements.

Note 2. Equity method investment

A summary of BHG's financial position as of September 30, 2020 and December 31, 2019 and results of operations as of and for the three and nine months ended September 30, 2020 and 2019, were as follows (in thousands):
 As of
 September 30, 2020December 31, 2019
Assets$1,249,530 $840,398 
Liabilities1,006,462 641,037 
Equity interests243,068 199,361 
Total liabilities and equity$1,249,530 $840,398 

 For the three months ended
September 30,
For the nine months ended
September 30,
 2020201920202019
Revenues$128,510 $108,770 $319,244 $279,569 
Net income$51,459 $61,364 $121,604 $156,064 

At September 30, 2020, technology, trade name and customer relationship intangibles, net of related amortization, totaled $7.9 million compared to $8.8 million as of December 31, 2019. Amortization expense of $293,000 and $880,000, respectively, was included for the three and nine months ended September 30, 2020 compared to $475,000 and $1.4 million, respectively, for the same periods in the prior year. Accretion income of $535,000 and $1.6 million, respectively, was included in the three and nine months ended September 30, 2020 compared to $630,000 and $2.0 million, respectively, for the same periods in the prior year.

During the three months and nine months ended September 30, 2020, Pinnacle Financial and Pinnacle Bank received dividends of $40.0 million and $48.0 million, respectively, from BHG in the aggregate. During the three and nine months ended September 30, 2019, Pinnacle Financial and Pinnacle Bank received dividends of $9.0 million and $49.9 million, respectively, in the aggregate. Earnings from BHG are included in Pinnacle Financial's consolidated tax return. Profits from intercompany transactions are eliminated. On September 21, 2020, Pinnacle Bank purchased $50.2 million of loans from BHG at par pursuant to BHG's joint venture loan program whereby BHG and Pinnacle share proportionately in the credit risk of the acquired loans based on the rate on the loan and the rate of the purchase. The yield on this portfolio to Pinnacle Bank is anticipated to be 5.0% per annum. NaN loans were purchased from BHG by Pinnacle Bank for the three and nine ended September 30, 2019.



15

Note 3.  Securities

The amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2020 and December 31, 2019 are summarized as follows (in thousands):
 Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
September 30, 2020:    
Securities available-for-sale:    
U.S. Treasury securities$84,438 $28 $$84,464 
U.S. government agency securities75,345 1,543 29 76,859 
Mortgage-backed securities1,634,329 69,311 2,428 1,701,212 
State and municipal securities1,324,383 31,081 27,743 1,327,721 
Asset-backed securities169,540 470 1,171 168,839 
Corporate notes and other106,638 1,063 3,374 104,327 
 $3,394,673 $103,496 $34,747 $3,463,422 
Securities held-to-maturity:    
State and municipal securities$1,039,841 $23,814 $2,808 $1,060,847 
 $1,039,841 $23,814 $2,808 $1,060,847 
Allowance for credit losses - securities held-to-maturity(191)
Securities held-to-maturity, net of allowance for credit losses$1,039,650 

December 31, 2019:    
Securities available-for-sale:    
U.S. Treasury securities$72,862 $19 $14 $72,867 
U.S. government agency securities80,096 306 710 79,692 
Mortgage-backed securities1,458,894 12,789 7,776 1,463,907 
State and municipal securities1,669,606 52,096 7,249 1,714,453 
Asset-backed securities153,963 302 1,293 152,972 
Corporate notes and other56,212 635 743 56,104 
 $3,491,633 $66,147 17,785 $3,539,995 
Securities held-to-maturity:    
State and municipal securities$188,996 $12,221 $$201,217 
 $188,996 $12,221 $$201,217 
 
During the first quarter of 2020, Pinnacle Financial transferred, at fair value, $873.6 million of municipal securities from the available-for-sale portfolio to the held-to-maturity portfolio. The related unrealized after tax gains of $69.0 million remained in accumulated other comprehensive income (loss) and will be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities. No gains or losses were recognized at the time of transfer. At September 30, 2020, approximately $1.2 billion of securities within Pinnacle Financial's investment portfolio were pledged to secure either public funds and other deposits or securities sold under agreements to repurchase. At September 30, 2020, repurchase agreements comprised of secured borrowings totaled $127.1 million and were secured by $127.1 million of pledged U.S. government agency securities, municipal securities, asset-backed securities, and corporate debentures. As the fair value of securities pledged to secure repurchase agreements may decline, Pinnacle Financial regularly evaluates its need to pledge additional securities to remain adequately secured.


16

The amortized cost and fair value of debt securities as of September 30, 2020 by contractual maturity are shown below. Actual maturities may differ from contractual maturities of mortgage- and asset-backed securities since the mortgages and assets underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories in the following summary (in thousands):
 Available-for-saleHeld-to-maturity
September 30, 2020:Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Due in one year or less$85,090 $85,120 $$
Due in one year to five years12,059 12,446 1,409 1,482 
Due in five years to ten years175,812 181,102 7,209 7,293 
Due after ten years1,317,843 1,314,703 1,031,223 1,052,072 
Mortgage-backed securities1,634,329 1,701,212 
Asset-backed securities169,540 168,839 
 $3,394,673 $3,463,422 $1,039,841 $1,060,847 

At September 30, 2020 and December 31, 2019, the following investments had unrealized losses. The table below classifies these investments according to the term of the unrealized losses of less than twelve months or twelve months or longer (in thousands):
 Investments with an Unrealized Loss of
less than 12 months
Investments with an Unrealized Loss of
12 months or longer
Total Investments with an
Unrealized Loss
 Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized
Losses
At September 30, 2020      
U.S. Treasury securities$25,973 $$$$25,973 $
U.S. government agency securities10,576 6,360 25 16,936 29 
Mortgage-backed securities138,532 1,746 39,350 682 177,882 2,428 
State and municipal securities199,365 3,608 539,131 24,676 738,496 28,284 
Asset-backed securities74,977 355 67,973 816 142,950 1,171 
Corporate notes26,309 174 22,880 3,200 49,189 3,374 
Total temporarily-impaired securities$475,732 $5,889 $675,694 $29,399 $1,151,426 $35,288 
At December 31, 2019      
U.S. Treasury securities$40,505 $14 $$$40,505 $14 
U.S. government agency securities1,222 30,892 709 32,114 710 
Mortgage-backed securities458,881 5,102 163,767 2,674 622,648 7,776 
State and municipal securities204,958 1,938 244,884 5,311 449,842 7,249 
Asset-backed securities75,488 796 59,816 497 135,304 1,293 
Corporate notes16,908 743 16,908 743 
Total temporarily-impaired securities$781,054 $7,851 $516,267 $9,934 $1,297,321 $17,785 

The applicable dates for determining when securities were in an unrealized loss position were September 30, 2020 and December 31, 2019. As such, it is possible that a security had a market value less than its amortized cost on other days during the past twelve-month periods ended September 30, 2020 and December 31, 2019, but is not in the "Investments with an Unrealized Loss of less than 12 months" category above.

As shown in the tables above, including both available-for-sale and held-to-maturity investment securities, at September 30, 2020, Pinnacle Financial had approximately $35.3 million in unrealized losses on $1.2 billion of securities. The unrealized losses associated with $873.6 million and $179.8 million of municipal securities transferred from the available-for-sale portfolio to the held-to-maturity portfolio during the quarters ended March 31, 2020 and September 30, 2018, respectively, represent unrealized losses since the date of purchase, independent of the impact associated with changes in the cost basis upon transfer between portfolios. As described in Note 1. Summary of Significant Accounting Policies, for any securities classified as available-for-sale that are in an unrealized loss position at the balance sheet date, Pinnacle Financial assesses whether or not it intends to sell the security, or more likely than not will be required to sell the security, before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because Pinnacle Financial currently does not intend to sell those securities that have an unrealized loss at September 30, 2020, and it is not more-likely-than-not that Pinnacle Financial will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, Pinnacle Financial has determined that no write-down is necessary. In addition, Pinnacle Financial evaluates whether any portion of the decline in fair value is the result of credit deterioration, which would require the recognition of an
17

allowance for credit losses. Such evaluations consider the extent to which the amortized cost of the security exceeds its fair value, changes in credit ratings and any other known adverse conditions related to the specific security. The unrealized losses associated with securities at September 30, 2020 are driven by changes in interest rates and are not due to the credit quality of the securities, and accordingly, no allowance for credit losses is considered necessary related to available-for-sale securities at September 30, 2020. These securities will continue to be monitored as a part of Pinnacle Financial's ongoing evaluation of credit quality. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments.

The allowance for credit losses on held-to-maturity securities is measured on a collective basis by major security type as described in Note 1. Summary of Significant Accounting Policies. At September 30, 2020, Pinnacle Financial's held-to-maturity securities consist entirely of municipal securities. A reasonable and supportable period of 18 months and reversion period of 12 months was utilized to estimate credit losses on held-to-maturity municipal securities at September 30, 2020. With the implementation of CECL effective January 1, 2020, estimated credit losses on held-to-maturity municipal securities totaled approximately $10,000. At September 30, 2020, the estimated allowance for credit losses on these securities increased to $191,000, with the increase driven largely by changes in macroeconomic projections.

Pinnacle Financial utilizes bond credit ratings assigned by third party ratings agencies to monitor the credit quality of debt securities held-to-maturity. At September 30, 2020, all debt securities classified as held-to-maturity were rated A or higher by the ratings agencies. Updated credit ratings are obtained as they become available from the ratings agencies.

Periodically, available-for-sale securities may be sold or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes or preparing for anticipated changes in market interest rates. Additionally, if an available-for-sale security loses its investment grade or tax-exempt status, the underlying credit support is terminated or collection otherwise becomes uncertain based on factors known to management, Pinnacle Financial will consider selling the security, but will review each security on a case-by-case basis as these factors become known. Consistent with the investment policy, during the nine months ended September 30, 2020, available-for-sale securities of approximately $145.6 million were sold and net unrealized gains, net of tax, of $728,000 were reclassified from accumulated other comprehensive income into net income.

The carrying values of Pinnacle Financial's investment securities could decline in the future if the financial condition of issuers deteriorates and management determines it is probable that Pinnacle Financial will not recover the entire amortized cost bases of the securities. As a result, there is a risk that other-than-temporary impairment charges may occur in the future. Additionally, there is a risk that other-than-temporary impairment charges may occur in the future if management's intention to hold these securities to maturity and/or recovery changes. Pinnacle Financial has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair values of available for sale securities. See Note 8. Derivative Instruments for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities.

Note 4. Loans and Allowance for Credit Losses

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

Pinnacle Financial uses the following loan categories for presentation of loan balances and the related allowance for credit losses on loans:
Owner occupied commercial real estate mortgage loans - Owner occupied commercial real estate mortgage loans are secured by commercial office buildings, industrial buildings, warehouses or retail buildings where the owner of the building occupies the property. For such loans, repayment is largely dependent upon the operation of the borrower's business.
Non-owner occupied commercial real estate loans - These loans represent investment real estate loans secured by office buildings, industrial buildings, warehouses, retail buildings, and multifamily residential housing. Repayment is primarily dependent on lease income generated from the underlying collateral.
Consumer real estate mortgage loans - Consumer real estate mortgage consists primarily of loans secured by 1-4 family residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower.
Construction and land development loans - Construction and land development loans include loans where the repayment is dependent on the successful completion and eventual sale, refinance or operation of the related real estate project.
18

Construction and land development loans include 1-4 family construction projects and commercial construction endeavors such as warehouses, apartments, office and retail space and land acquisition and development.
Commercial and industrial loans - Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes. These loans are generally secured by equipment, inventory, and accounts receivable of the borrower and repayment is primarily dependent on business cash flows. Loans amounting to $2.3 billion which were granted under the Paycheck Protection Program are included in this category.
Consumer and other loans - Consumer and other loans include all loans issued to individuals not included in the consumer real estate mortgage classification. Examples of consumer and other loans are automobile loans, consumer credit cards and loans to finance education, among others. Many consumer loans are unsecured. Repayment is primarily dependent on the personal cash flow of the borrower.

Loans at September 30, 2020 and December 31, 2019 were as follows:

September 30, 2020December 31, 2019
Commercial real estate:
Owner occupied$2,748,075 $2,669,766 
Non-owner occupied5,220,452 5,039,452 
Consumer real estate – mortgage3,041,019 3,068,625 
Construction and land development2,728,439 2,430,483 
Commercial and industrial8,395,963 6,290,296 
Consumer and other343,461 289,254 
Subtotal$22,477,409 $19,787,876 
Allowance for credit losses(288,645)(94,777)
Loans, net$22,188,764 $19,693,099 

Commercial loans receive risk ratings assigned by a financial advisor subject to validation by Pinnacle Financial's independent loan review department. Risk ratings are categorized as pass, special mention, substandard, substandard-nonaccrual or doubtful-nonaccrual. Pass rated loans include multiple ratings categories representing varying degrees of risk attributes lesser than those of the other defined risk categories further described below. Pinnacle Financial believes its categories follow those used by Pinnacle Bank's primary regulators. At September 30, 2020, approximately 82% of Pinnacle Financial's loan portfolio was analyzed as a commercial loan type with a specifically assigned risk rating. Consumer loans and small business loans are generally not assigned an individual risk rating but are evaluated as either accrual or nonaccrual based on the performance of the individual loans. However, certain consumer real estate-mortgage loans and certain consumer and other loans receive a specific risk rating due to the loan proceeds being used for commercial purposes even though the collateral may be of a consumer loan nature. Consumer loans that have been placed on nonaccrual but have not otherwise been assigned a risk rating are believed by management to share risk characteristics with loans rated substandard-nonaccrual and have been presented as such in Pinnacle Financial's risk rating disclosures.
 
Risk ratings are subject to continual review by a financial advisor and a senior credit officer. At least annually, Pinnacle Financial's credit procedures require every risk rated loan of $1.0 million or more be subject to a formal credit risk review process. Each loan's risk rating is also subject to review by Pinnacle Financial's independent loan review department, which reviews a substantial portion of Pinnacle Financial's risk rated portfolio annually. Included in the coverage are independent reviews of loans in targeted higher-risk portfolio segments such as certain commercial and industrial loans, land loans and/or loan types in certain geographies. Substantial credit risk review procedures have been performed during the nine months ended September 30, 2020 to assess the impacts of the COVID-19 pandemic on the loan portfolio, and the results of these procedures are reflected in Pinnacle Financial's risk rating disclosures as of September 30, 2020.

Following are the definitions of the risk rating categories used by Pinnacle Financial. Pass rated loans include all credits other than those included within these categories:

Special mention loans have potential weaknesses that deserve management's close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in Pinnacle Financial's credit position at some future date.
Substandard loans are inadequately protected by the current net worth and financial capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize collection of the debt. 
19

Substandard loans are characterized by the distinct possibility that Pinnacle Financial could sustain some loss if the deficiencies are not corrected.
Substandard-nonaccrual loans are substandard loans that have been placed on nonaccrual status.
Doubtful-nonaccrual loans have all the characteristics of substandard-nonaccrual loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

The table below presents loan balances classified within each risk rating category by primary loan type and based on year of origination as of September 30, 2020 (in thousands):
September 30, 202020202019201820172016PriorRevolving LoansTotal
Commercial real estate- owner occupied
Pass$514,127 $473,410 $497,269 $347,792 $368,441 $304,692 $79,208 $2,584,939 
Special Mention3,349 11,949 23,805 12,775 3,901 5,698 61,477 
Substandard (1)
21,725 6,251 7,828 15,991 8,986 2,119 28,134 91,034 
Substandard-nonaccrual901 155 989 1,463 1,720 3,592 1,805 10,625 
Doubtful-nonaccrual
Total Commercial real estate - owner occupied$540,102 $491,765 $529,891 $378,021 $383,048 $316,101 $109,147 $2,748,075 
Commercial real estate- Non-owner occupied
Pass$1,011,392 $1,035,694 $765,605 $560,797 $509,620 $403,696 $54,308 $4,341,112 
Special Mention165,690 120,702 121,523 157,652 144,731 128,007 11,028 849,333 
Substandard (1)
6,696 1,495 5,699 6,120 1,015 2,972 23,997 
Substandard-nonaccrual437 745 139 840 3,849 6,010 
Doubtful-nonaccrual
Total Commercial real estate - Non-owner occupied$1,183,778 $1,158,328 $893,572 $724,708 $656,206 $538,524 $65,336 $5,220,452 
Consumer real estate – mortgage
Pass$462,452 $539,068 $372,363 $183,725 $142,646 $341,108 $955,781 $2,997,143 
Special Mention102 2,695 2,929 644 1,040 8,739 16,149 
Substandard (1)
546 895 2,274 2,108 5,832 
Substandard-nonaccrual169 1,677 1,003 1,426 2,627 11,027 3,966 21,895 
Doubtful-nonaccrual
Total Consumer real estate – mortgage$462,723 $543,986 $376,295 $186,690 $145,282 $355,449 $970,594 $3,041,019 
Construction and land development
Pass$849,025 $1,209,363 $471,069 $77,146 $20,229 $10,394 $15,858 $2,653,084 
Special Mention6,924 33,253 26,062 4,244 70,483 
Substandard (1)
619 681 29 240 150 1,719 
Substandard-nonaccrual391 554 77 83 2,048 3,153 
Doubtful-nonaccrual
Total Construction and land development$856,959 $1,243,851 $497,237 $77,229 $24,713 $12,592 $15,858 $2,728,439 
Commercial and industrial
Pass$3,566,925 $1,227,003 $779,760 $349,805 $149,094 $98,086 $1,946,224 $8,116,897 
Special Mention20,986 50,577 8,568 8,385 8,216 2,081 58,186 156,999 
Substandard (1)
27,070 19,268 17,377 3,016 579 2,074 23,735 93,119 
Substandard-nonaccrual14,039 5,459 382 4,676 197 258 3,937 28,948 
Doubtful-nonaccrual
 Total Commercial and industrial$3,629,020 $1,302,307 $806,087 $365,882 $158,086 $102,499 $2,032,082 $8,395,963 
Consumer and other
Pass$113,807 $23,974 $8,182 $8,379 $4,635 $2,142 $181,583 $342,702 
Special Mention
Substandard (1)
Substandard-nonaccrual12 736 759 
Doubtful-nonaccrual
Total Consumer and other$113,807 $23,974 $8,184 $8,386 $4,647 $2,144 $182,319 $343,461 
20

September 30, 202020202019201820172016PriorRevolving LoansTotal
Total loans
Pass$6,517,728 $4,508,512 $2,894,248 $1,527,644 $1,194,665 $1,160,118 $3,232,962 $21,035,877 
Special Mention197,051 219,176 182,887 179,456 161,092 136,826 77,953 1,154,441 
Substandard (1)
56,110 28,241 30,933 26,022 10,829 9,589 53,977 215,701 
Substandard-nonaccrual15,500 8,282 3,198 7,794 5,396 20,776 10,444 71,390 
Doubtful-nonaccrual
Total loans$6,786,389 $4,764,211 $3,111,266 $1,740,916 $1,371,982 $1,327,309 $3,375,336 $22,477,409 

The following table outlines the risk category of loans as of December 31, 2019 (in thousands):
 Commercial real estate - mortgageConsumer real estate - mortgageConstruction and land developmentCommercial and industrialConsumer and otherTotal
December 31, 2019      
Pass$7,499,725 $3,019,203 $2,422,347 $6,069,757 $288,361 $19,299,393 
Special Mention51,147 13,787 2,816 79,819 698 148,267 
Substandard (1)
139,518 10,969 3,042 125,035 47 278,611 
Substandard-nonaccrual18,828 24,666 2,278 15,685 148 61,605 
Doubtful-nonaccrual
Total loans$7,709,218 $3,068,625 $2,430,483 $6,290,296 $289,254 $19,787,876 

(1) Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators for loans classified as substandard, excluding troubled debt restructurings. Potential problem loans, which are not included in nonaccrual loans, amounted to approximately $215.7 million at September 30, 2020, compared to $276.0 million at December 31, 2019.

The table below presents the aging of past due balances by loan segment at September 30, 2020 and December 31, 2019 (in thousands):
September 30, 202030-59 days past due60-89 days past due90 days or more past dueTotal past dueCurrentTotal loans
Commercial real estate:
Owner-occupied$3,365 $415 $4,226 $8,006 $2,740,069 $2,748,075 
Non-owner occupied1,612 1,928 5,353 8,893 5,211,559 5,220,452 
Consumer real estate – mortgage7,852 1,338 5,971 15,161 3,025,858 3,041,019 
Construction and land development2,417 2,031 4,448 2,723,991 2,728,439 
Commercial and industrial6,615 4,743 4,986 16,344 8,379,619 8,395,963 
Consumer and other846 82 1,220 2,148 341,313 343,461 
Total$22,707 $8,506 $23,787 $55,000 $22,422,409 $22,477,409 
December 31, 2019
Commercial real estate:
Owner-occupied$2,307 $2,932 $1,719 $6,958 $2,662,808 $2,669,766 
Non-owner occupied3,156 3,641 3,816 10,613 5,028,839 5,039,452 
Consumer real estate – mortgage11,646 2,157 7,304 21,107 3,047,518 3,068,625 
Construction and land development1,392 711 1,487 3,590 2,426,893 2,430,483 
Commercial and industrial8,474 2,478 6,364 17,316 6,272,980 6,290,296 
Consumer and other1,770 414 570 2,754 286,500 289,254 
Total$28,745 $12,333 $21,260 $21,260 $62,338 $19,725,538 $19,787,876 


21


The following table details the changes in the allowance for credit losses for the three and nine months ended September 30, 2020 and 2019, respectively, by loan classification (in thousands):
 Commercial real estate - Owner occupiedCommercial real estate - Non-owner occupiedConsumer
real estate - mortgage
Construction and land developmentCommercial and industrialConsumer
and other
UnallocatedTotal
Three months ended September 30, 2020:
Balance at June 30, 2020$38,803 $68,426 $29,358 $41,897 $100,610 $6,278 $$285,372 
Charged-off loans(186)(222)(907)(12,984)(730)(15,029)
Recovery of previously charged-off loans47 432 297 799 391 1,973 
Provision for credit losses on loans(2,238)1,223 3,201 (682)13,783 1,042 16,329 
Balance at September 30, 2020$36,426 $69,859 $31,949 $41,222 $102,208 $6,981 $$288,645 
Three months ended September 30, 2019:       
Balance at June 30, 2019$12,174 $18,652 $8,489 $11,206 $37,436 $2,114 $182 $90,253 
Charged-off loans(40)(62)(194)(14)(5,082)(1,388)(6,780)
Recovery of previously charged-off loans135 74 901 97 407 300 1,914 
Provision for credit losses on loans(112)1,796 (1,426)585 1,814 3,278 2,325 8,260 
Balance at September 30, 2019$12,157 $20,460 $7,770 $11,874 $34,575 $4,304 $2,507 $93,647 
Nine months ended September 30, 2020:       
Balance at December 31, 2019$13,406 $19,963 $8,054 $12,662 $36,112 $3,595 $985 $94,777 
Impact of adopting ASC 326264 (4,740)21,029 (3,144)23,040 2,638 (985)38,102 
Charged-off loans(1,247)(485)(3,033)(27,982)(2,977)(35,724)
Recovery of previously charged-off loans272 631 971 100 3,798 1,356 7,128 
Provision for credit losses on loans23,731 54,490 4,928 31,604 67,240 2,369 184,362 
Balance at September 30, 2020$36,426 $69,859 $31,949 $41,222 $102,208 $6,981 $$288,645 
Nine months ended September 30, 2019:       
Balance at December 31, 2018$11,297 $15,649 $7,670 $11,128 $31,731 $5,423 $677 $83,575 
Charged-off loans(1,626)(75)(1,124)(18)(13,842)(4,643)(21,328)
Recovery of previously charged-off loans211 962 1,642 238 4,749 959 8,761 
Provision for credit losses on loans2,275 3,924 (418)526 11,937 2,565 1,830 22,639 
Balance at September 30, 2019$12,157 $20,460 $7,770 $11,874 $34,575 $4,304 $2,507 $93,647 

The following table details the allowance for credit losses on loans and recorded investment in loans by loan classification and by impairment evaluation method as of December 31, 2019, as determined in accordance with ASC 310 prior to the adoption of ASU 2016-13 (in thousands):
 Commercial real estate - mortgageConsumer
real estate - mortgage
Construction and land developmentCommercial and industrialConsumer
and other
UnallocatedTotal
December 31, 2019       
Allowance for Loan Losses:       
Collectively evaluated for impairment$32,134 $6,762 $12,629 $35,401 $3,586 $90,512 
Individually evaluated for impairment1,235 1,292 33 711 3,280 
Loans acquired with deteriorated credit quality(1)
Total allowance for loan losses$33,369 $8,054 $12,662 $36,112 $3,595 $985 $94,777 
Loans:       
Collectively evaluated for impairment$7,681,608 $3,036,922 $2,426,901 $6,274,280 $289,106  $19,708,817 
Individually evaluated for impairment18,122 25,018 561 14,295 148  58,144 
Loans acquired with deteriorated credit quality9,488 6,685 3,021 1,721  20,915 
Total loans$7,709,218 $3,068,625 $2,430,483 $6,290,296 $289,254  $19,787,876 
(1) Prior to the adoption of ASC 326 on January 1, 2020, an allowance for loan losses was recorded on loans acquired with deteriorated credit quality only in the event of additional credit deterioration subsequent to acquisition.


22


The adequacy of the allowance for credit losses is reviewed by Pinnacle Financial's management on a quarterly basis. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management's evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay the loan (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off.

As described in Note 1. Summary of Significant Accounting Policies, Pinnacle Financial adopted ASU 2016-13 on January 1, 2020, which introduced the CECL methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology the allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics, and for loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages. At September 30, 2020, Pinnacle Financial utilized a reasonable and supportable period of eighteen months for all loan segments, followed by a twelve month straight line reversion to long term averages. Upon adoption of ASU 2016-13, the opening balance of the allowance for credit losses was increased by $38.1 million through retained earnings. The additional increase during the nine months ended September 30, 2020 is primarily attributable to the change in projected economic conditions resulting from the COVID-19 pandemic, with elevated levels of the unemployment rate being the most significant driver.

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine
expected credit losses:
September 30, 2020Real EstateBusiness AssetsOtherTotal
Commercial real estate:
Owner-occupied14,955 14,955 
Non-owner occupied11,294 11,294 
Consumer real estate – mortgage27,122 27,122 
Construction and land development4,362 4,362 
Commercial and industrial2,052 28,692 45 30,789 
Consumer and other21 21 
Total$59,785 $28,692 $66 $88,543 

The table below presents the amortized cost basis of loans on nonaccrual status and loans past due 90 or more days and still accruing interest at September 30, 2020 and December 31, 2019. Also presented is the balance of loans on nonaccrual status at September 30, 2020 for which there was no related allowance for credit losses recorded (in thousands):
September 30, 2020December 31, 2019
Total nonaccrual loansNonaccrual loans with no allowance for credit lossesLoans past due 90 or more days and still accruingTotal nonaccrual loansLoans past due 90 or more days and still accruing
Commercial real estate:
Owner-occupied$10,625 $5,704 $$11,654 $
Non-owner occupied6,010 7,173 
Consumer real estate – mortgage21,895 281 24,667 168 
Construction and land development3,152 1,152 2,278 
Commercial and industrial28,948 7,960 563 15,685 946 
Consumer and other760 469 148 501 
Total$71,390 $14,816 $1,313 $61,605 $1,615 

23


Pinnacle Financial's policy is the accrual of interest income will be discontinued when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is more than 90 days past due, unless the loan is both well secured and in the process of collection. As such, at the date loans are placed on nonaccrual status, Pinnacle Financial reverses all previously accrued interest income against current year earnings. Pinnacle Financial's policy is once a loan is placed on nonaccrual status each subsequent payment is reviewed on a case-by-case basis to determine if the payment should be applied to interest or principal pursuant to regulatory guidelines. Pinnacle Financial recognized 0 interest income from cash payments received on nonaccrual loans during the three and nine months ended September 30, 2020 and the three months ended September 30, 2019 compared to $176,000 during the nine months ended September 30, 2019, respectively. Had these nonaccruing loans been on accruing status, interest income would have been higher by $910,000 and $2.1 million for the three and nine months ended September 30, 2020, respectively, compared to $1.3 million and $3.5 million higher for the three and nine months ended September 30, 2019, respectively. Approximately $40.7 million and $35.8 million of nonaccrual loans as of September 30, 2020 and December 31, 2019, respectively, were performing pursuant to their contractual terms at those dates.

The following table presents impaired loans at December 31, 2019 as determined under ASC 310 prior to the adoption of ASU 2016-13. Impaired loans generally include nonaccrual loans, troubled debt restructurings, and other loans deemed to be impaired but that continue to accrue interest. Presented are the recorded investment, unpaid principal balance and related allowance of impaired loans at December 31, 2019 by loan classification (in thousands):
 At December 31, 2019
 Recorded investmentUnpaid principal balancesRelated allowance
Impaired loans with an allowance:   
Commercial real estate – mortgage$9,998 $10,983 $1,235 
Consumer real estate – mortgage20,996 23,105 1,292 
Construction and land development542 654 33 
Commercial and industrial4,074 5,381 711 
Consumer and other148 182 
Total$35,758 $40,305 $3,280 
Impaired loans without an allowance:   
Commercial real estate – mortgage$8,124 $8,891 $
Consumer real estate – mortgage4,022 4,021 
Construction and land development19 17 
Commercial and industrial10,221 11,322 
Consumer and other
Total$22,386 $24,251 $
Total impaired loans$58,144 $64,556 $3,280 


24


The following table details the average recorded investment and the amount of interest income recognized on a cash basis for the three and nine months ended September 30, 2019, respectively, of impaired loans by loan classification as determined under ASC 310 prior to the adoption of ASU 2016-13 (in thousands):
 Three months endedNine months ended
 Average recorded investmentInterest income recognizedAverage recorded investmentInterest income recognized
Impaired loans with an allowance:  
Commercial real estate – mortgage$13,050 $$14,689 $
Consumer real estate – mortgage19,508 20,887 
Construction and land development451 587 
Commercial and industrial11,113 10,070 
Consumer and other143 400 
Total$44,265 $$46,633 $
Impaired loans without an allowance:    
Commercial real estate – mortgage$9,344 $$12,521 $176 
Consumer real estate – mortgage7,922 8,381 
Construction and land development10 452 
Commercial and industrial12,108 13,625 
Consumer and other
Total$29,384 $$34,979 $176 
Total impaired loans$73,649 $$81,612 $176 

Prior to the adoption of ASU 2016-13, loans acquired with deteriorated credit quality, referred to under ASC 310-30 as purchased credit impaired loans and under ASU 2016-13 as purchased credit deteriorated loans, were assigned a credit related purchase discount and non-credit related purchase discount at acquisition. Upon adoption of ASU 2016-13 on January 1, 2020, the remaining credit related discount was re-classified to a component of the allowance for credit losses. The remaining non-credit discount will continue to be accreted into income over the remaining lives of the related loans. The following table provides a rollforward of purchased credit deteriorated loans from December 31, 2019 through September 30, 2020 (in thousands):
 Gross Carrying ValueAccretable
Yield
Nonaccretable
Yield
Net Carrying
Value
December 31, 2019$29,544 $(4,801)$(3,828)$20,915 
Reclassification of discount to allowance for credit losses3,828 3,828 
Year-to-date settlements(5,600)2,240 (3,360)
September 30, 2020$23,944 $(2,561)$$21,383 

The carrying value is adjusted for additional draws, pursuant to contractual arrangements, offset by loan paydowns. Year-to-date settlements include both loans that were charged-off as well as loans that were paid off, typically as a result of refinancings at other institutions.

At September 30, 2020 and December 31, 2019, there were $2.6 million and $4.9 million, respectively, of troubled debt restructurings that were performing as of their restructure date and which were accruing interest. Troubled commercial loans are restructured by specialists within Pinnacle Bank's Special Assets Group, and all restructurings are approved by committees and/or credit officers separate and apart from the normal loan approval process.  These specialists are charged with reducing Pinnacle Financial's overall risk and exposure to loss in the event of a restructuring by obtaining some or all of the following: improved documentation, additional guaranties, increase in curtailments, reduction in collateral release terms, additional collateral or other similar strategies.


25


The following table outlines the amount of each loan category where troubled debt restructurings were made during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
Number
of contracts
Pre Modification Outstanding Recorded InvestmentPost Modification Outstanding Recorded Investment, net of related allowanceNumber
of contracts
Pre Modification Outstanding Recorded InvestmentPost Modification Outstanding Recorded Investment, net of related allowance
2020
Commercial real estate:
Owner-occupied$$$$
Non-owner occupied
Consumer real estate – mortgage807 807 
Construction and land development
Commercial and industrial
Consumer and other
$$$807 $807 
2019
Commercial real estate:
Owner-occupied$314 $297 $314 $297 
Non-owner occupied
Consumer real estate – mortgage712 626 
Construction and land development21 19 
Commercial and industrial1,397 796 
Consumer and other
$314 $297 $2,444 $1,738 

There were no troubled debt restructurings made during the three months ended September 30, 2020. During the nine months ended September 30, 2020 and 2019, there were 0 troubled debt restructurings that subsequently defaulted within twelve months of the restructuring.

In response to the COVID-19 pandemic and its economic impact to its customers, Pinnacle Bank implemented a short-term modification program in accordance with interagency regulatory guidance to provide temporary payment relief to those borrowers directly impacted by COVID-19 who were not more than 30 days past due at the time of the modification. This program allows for a deferral of payments for 90 days, which Pinnacle Bank may extend for an additional 90 days, for a maximum of 180 days on a cumulative and successive basis. Pursuant to interagency guidance, such short-term deferrals are not deemed to meet the criteria for reporting as troubled debt restructurings.

Pinnacle Financial analyzes its commercial loan portfolio to determine if a concentration of credit risk exists to any industries. Pinnacle Financial utilizes broadly accepted industry classification systems in order to classify borrowers into various industry classifications.  Pinnacle Financial has a credit exposure (loans outstanding plus unfunded lines of credit) exceeding 25% of Pinnacle Bank's total risk-based capital to borrowers in the following industries at September 30, 2020 with the comparative exposures for December 31, 2019 (in thousands):
 September 30, 2020 
 Outstanding Principal BalancesUnfunded CommitmentsTotal exposureTotal Exposure at
December 31, 2019
Lessors of nonresidential buildings$3,655,366 $916,186 $4,571,552 $4,578,116 
Lessors of residential buildings1,158,042 795,259 1,953,301 1,599,837 
New Housing For-Sale Builders479,532 613,518 1,093,050 1,090,603 
Hotels (except Casino Hotels) and Motels910,857 127,623 1,038,480 967,771 

Pinnacle Financial monitors two ratios regarding construction and commercial real estate lending as part of its concentration management processes.  Both ratios are calculated by dividing certain types of loan balances for each of the two categories by Pinnacle Bank’s total risk-based capital. At September 30, 2020 and December 31, 2019, Pinnacle Bank’s construction and land development loans as a percentage of total risk-based capital were 86.7% and 83.6%, respectively. Non-owner occupied commercial
26

real estate and multifamily loans (including construction and land development loans) as a percentage of total risk-based capital were 268.8% and 268.3% as of September 30, 2020 and December 31, 2019, respectively. Banking regulations have established guidelines for the construction ratio of less than 100% of total risk-based capital and for the non-owner occupied ratio of less than 300% of total risk-based capital. When a bank’s ratios are in excess of one or both of these guidelines, banking regulations generally require an increased level of monitoring in these lending areas by bank management. At September 30, 2020, Pinnacle Bank was within the 100% and 300% guidelines and has established what it believes to be appropriate controls to monitor its lending in these areas as it aims to keep the level of these loans below the 100% and 300% thresholds.

At September 30, 2020, Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $9.7 million to current directors, executive officers, and their related entities, of which $7.1 million had been drawn upon. At December 31, 2019, Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $10.6 million to directors, executive officers, and their related entities, of which approximately $6.8 million had been drawn upon. All loans to directors, executive officers, and their related entities were performing in accordance with contractual terms at September 30, 2020 and December 31, 2019.

At September 30, 2020, Pinnacle Financial had approximately $12.3 million in commercial loans held for sale compared to $17.6 million at December 31, 2019, which primarily included commercial real estate and apartment loans originated for sale to a third-party as part of a multi-family loan program. Such loans are closed under a pass-through commitment structure wherein Pinnacle Bank's loan commitment to the borrower is the same as the third party's take-out commitment to Pinnacle Bank and the third party purchase typically occurs within thirty days of Pinnacle Bank closing with the borrowers.

Residential Lending

At September 30, 2020, Pinnacle Financial had approximately $62.6 million of mortgage loans held-for-sale compared to approximately $61.6 million at December 31, 2019. Total loan volumes sold during the nine months ended September 30, 2020 were approximately $1.3 billion compared to approximately $788.1 million for the nine months ended September 30, 2019. During the three and nine months ended September 30, 2020, Pinnacle Financial recognized $19.5 million and $47.7 million, respectively, in gains on the sale of these loans, net of commissions paid, compared to $7.4 million and $18.3 million, respectively, net of commissions paid, during the three and nine months ended September 30, 2019.

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


Note 5. Income Taxes

ASC 740, Income Taxes, defines the threshold for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. This section also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties, and includes guidance concerning accounting for income tax uncertainties in interim periods.

The unrecognized tax benefit related to uncertain tax positions related to state income tax filings was $6.9 million at September 30, 2020 and December 31, 2019, respectively. NaN change was recorded to the unrecognized tax benefit related to uncertain tax positions in each of the three and nine month periods ended September 30, 2020 and 2019.

Pinnacle Financial's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. For both the three and nine months ended September 30, 2020 and 2019, respectively, there were 0 interest and penalties recorded in the income statement.
27


Pinnacle Financial's effective tax rate for the three and nine months ended September 30, 2020 was 19.3% and 15.2%, respectively, compared to 19.5% and 19.6%, respectively, for the three and nine months ended September 30, 2019. The difference between the effective tax rate and the federal and state income tax statutory rate of 26.14% at September 30, 2020 and 2019 is primarily due to investments in bank qualified municipal securities, tax benefits of Pinnacle Bank's real estate investment trust subsidiary, participation in the Tennessee Community Investment Tax Credit (CITC) program, and tax benefits associated with share-based compensation, bank-owned life insurance and our captive insurance subsidiary, offset in part by the limitation on deductibility of meals and entertainment expense, non-deductible FDIC premiums and non-deductible executive compensation.

Income tax expense is also impacted by the vesting of equity-based awards and the exercise of employee stock options, which expense or benefit is recorded as a discrete item as a component of total income tax, the amount of which is dependent upon the change in the grant date fair value and the vest date fair value of the underlying award. Accordingly, for the three and nine months ended September 30, 2020 we recognized excess tax expense of $85,000 and tax benefits of $505,000, respectively, compared to tax benefits of $131,000 and $832,000, respectively, for the three and nine months ended September 30, 2019. For the nine months ended September 30, 2020, income tax expense was also impacted by provision for credit losses, including provision for credit losses resulting from the COVID-19 pandemic, which was recorded as a discrete item as a component of total income tax. Accordingly, we recognized a tax benefit of $22.4 million for the nine months ended September 30, 2020.
 
Note 6. Commitments and Contingent Liabilities

In the normal course of business, Pinnacle Bank has entered into off-balance sheet financial instruments which include commitments to extend credit (i.e., including unfunded lines of credit) and standby letters of credit. Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness. Typical borrowers are commercial concerns that use lines of credit to supplement their treasury management functions, and thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing of their cash flows. Other typical lines of credit are related to home equity loans granted to consumers. Commitments to extend credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. At September 30, 2020, these commitments amounted to $9.2 billion, of which approximately $1.1 billion related to home equity lines of credit.

Standby letters of credit are generally issued on behalf of an applicant (Pinnacle Bank's customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary.  Standby letters of credit have fixed expiration dates and are usually for terms of two years or less unless terminated beforehand due to criteria specified in the standby letter of credit. A typical arrangement involves the applicant routinely being indebted to the beneficiary for such items as inventory purchases, insurance, utilities, lease guarantees or other third party commercial transactions. The standby letter of credit would permit the beneficiary to obtain payment from Pinnacle Bank under certain prescribed circumstances. Subsequently, Pinnacle Bank would then seek reimbursement from the applicant pursuant to the terms of the standby letter of credit. At September 30, 2020, these commitments amounted to $191.6 million.

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

The contractual amounts of these commitments are not reflected in the consolidated financial statements and only amounts drawn upon would be reflected in the future. Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements. However, should the commitments be drawn upon and should Pinnacle Bank's customers default on their resulting obligation to Pinnacle Bank, the maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those commitments. At September 30, 2020 and December 31, 2019, Pinnacle Financial had accrued $21.2 million and $2.4 million, respectively, for the inherent risks associated with these off-balance sheet commitments. The adoption of ASU 2016-13 effective January 1, 2020, which introduced the CECL methodology for measuring credit losses, as discussed more fully in Note. 1 Summary of Significant Accounting Policies, increased the opening balance of our accrual for off-balance sheet commitments at adoption by $8.8 million. The remainder of the increase is largely attributable to the anticipated economic impact of the COVID-19 pandemic and its effect on Pinnacle Financial's CECL credit loss modeling for the three and nine months ended September 30, 2020.


28


In June 2020, a purported class action lawsuit was filed against Pinnacle Bank alleging, among other claims, that Pinnacle Bank failed to pay fees to purported agents of PPP borrowers that the plaintiff alleged were owed under the PPP in violation of SBA regulations. During the third quarter of 2020, this suit was voluntarily dismissed by the plaintiff, though the plaintiff could file the suit again. Pinnacle Bank disputed the plaintiff’s initial claims and would vigorously defend itself in connection with any future proceeding relating to the alleged claims.

Various legal claims also arise from time to time in the normal course of business. In the opinion of management, the resolutions of these claims outstanding at September 30, 2020 are not expected to have a material adverse impact on Pinnacle Financial's consolidated financial condition, operating results or cash flows.

Note 7.  Stock Options and Restricted Shares

The 2018 Omnibus Equity Incentive Plan (the "2018 Plan") permits Pinnacle Financial to reissue outstanding awards that are subsequently forfeited, settled in cash, withheld by Pinnacle Financial to cover withholding taxes or expire unexercised and returned to the 2018 Plan. At September 30, 2020, there were approximately 808,000 shares available for issuance under the 2018 Plan.

The BNC Bancorp 2013 Amended and Restated Omnibus Stock Incentive Plan (the "BNC Plan") was assumed by Pinnacle Financial in connection with its merger with BNC. As of September 30, 2020, there were 0 shares remaining available for issuance from the BNC Plan. NaN new awards may be granted under equity incentive plans of Pinnacle Financial other than the 2018 Plan.

Upon the acquisition of CapitalMark, Pinnacle Financial assumed approximately 858,000 stock options under the CapitalMark Option Plan. NaN further awards remain available for issuance under the CapitalMark Option Plan. At September 30, 2020, all of the remaining options outstanding were granted under the CapitalMark Option Plan.

Common Stock Options

A summary of the stock option activity within the equity incentive plans during the nine months ended September 30, 2020 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters is as follows:
 NumberWeighted-Average
Exercise
Price
Weighted-Average
Contractual
Remaining Term
(in years)
Aggregate
Intrinsic
Value
(000's)
 
Outstanding at December 31, 2019119,274 $23.45 2.85$4,837 (1)
Granted    
Exercised(9,787)    
Forfeited    
Outstanding at September 30, 2020109,487 $23.44 2.10$1,331 (2)
Options exercisable at September 30, 2020109,487 $23.44 2.10$1,331 (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 $64.00 per common share at December 31, 2019 for the 119,274 options that were in-the-money at December 31, 2019.
(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 $35.59 per common share at September 30, 2020 for the 109,487 options that were in-the-money at September 30, 2020.

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

Restricted Share Awards

A summary of activity for unvested restricted share awards for the nine months ended September 30, 2020 is as follows:
29

 NumberGrant Date
Weighted-Average Cost
Unvested at December 31, 2019555,296 $57.04 
Shares awarded265,049 
Restrictions lapsed and shares released to associates/directors(198,599)
Shares forfeited (1)
(22,293)
Unvested at September 30, 2020599,453 $57.60 
(1)Represents shares forfeited due to employee termination and/or retirement. NaN shares were forfeited due to failure to meet performance targets.


30

Pinnacle Financial has granted restricted share awards to associates and outside directors with a time-based vesting criteria. Compensation expense associated with time-based vesting restricted share awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock grants that were made, grouped by similar vesting criteria, during the nine months ended September 30, 2020. The table reflects the life-to-date activity for these awards:
Grant
Year
Group (1)
Vesting
Period in years
Shares
awarded
Restrictions Lapsed and shares released to participants
Shares Forfeited by participants (4)
Shares Unvested
Time Based Awards      
2020
Associates (2)
3 -5246,524 116 5,076 241,332 
Outside Director Awards (3)
      
2020Outside directors118,525 18,525 

(1)Groups include employees (referred to as associates above) and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For performance-based vesting awards to Pinnacle Financial's directors, dividends are placed into escrow until the forfeiture restrictions on such shares lapse.
(2)The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant.
(3)Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on February 28, 2021 based on each individual board member meeting their attendance goals for the various board and board committee meetings to which each member was scheduled to attend.
(4)These shares represent forfeitures resulting from recipients whose employment or board membership was terminated during the year-to-date period ended September 30, 2020. 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.

Performance-based Vesting Restricted Stock Units

The following table details the performance-based vesting restricted stock unit awards outstanding at September 30, 2020:
 Units Awarded    
Grant year
Named Executive Officers
(NEOs) (1)
Leadership Team other than NEOsApplicable Performance Periods associated with each tranche
(fiscal year)
Service period per tranche
(in years)
Subsequent holding period per tranche
(in years)
Period in which units to be settled into shares of common stock(2)
2020136,137204,220 59,648 2020232025
2021222025
2022212025
2019166,211249,343 52,244 2019232024
2020222024
2021212024
201896,878145,339 25,990 2018232023
2019222023
2020212023
201772,537109,339 24,916 2017232022
   2018222022
   2019212022
201673,474110,223 26,683 2016232021
   2017222021
   2018212021
(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, if earned, will be settled in shares of Pinnacle Financial Common Stock in the periods noted in the table, if Pinnacle Bank's ratio of non-performing assets to its loans plus ORE is less than amounts established in the applicable award agreement.


31


During the nine months ended September 30, 2020, the restrictions associated with 129,723 performance-based vesting restricted stock unit awards granted in prior years lapsed, based on the terms of the agreement and approval by Pinnacle Financial's Human Resources and Compensation Committee, and were settled into shares of Pinnacle Financial common stock with 43,996 shares being withheld to pay the taxes associated with the settlement of those shares.

Stock compensation expense related to both restricted share awards and restricted share units for the three and nine months ended September 30, 2020 was $4.4 million and $14.1 million, respectively, compared to $5.0 million and $15.1 million, respectively, for the three and nine months ended September 30, 2019. As of the September 30, 2020, the total compensation cost related to unvested restricted share awards and performance-based vesting restricted stock units not yet recognized was $40.7 million. This expense, if the underlying units are earned, is expected to be recognized over a weighted-average period of 1.86 years.


Note 8. Derivative Instruments

Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship.

Non-hedge derivatives

For derivatives not designated as hedges, the gain or loss is recognized in current period earnings. Pinnacle Financial enters into interest rate swaps (swaps) to facilitate customer transactions and meet their financing needs. Upon entering into these instruments to meet customer needs, Pinnacle Financial enters into offsetting positions in order to minimize the risk to Pinnacle Financial. These swaps qualify as derivatives, but are not designated as hedging instruments. The income statement impact of the offsetting positions is limited to changes in the reserve for counterparty credit risk. A summary of Pinnacle Financial's interest rate swaps to facilitate customers' transactions as of September 30, 2020 and December 31, 2019 is included in the following table (in thousands):
 September 30, 2020December 31, 2019
 Balance Sheet LocationNotional
Amount
Estimated
Fair Value
Notional
Amount
Estimated
Fair Value
Interest rate swap agreements:    
AssetsOther assets$1,535,297 $115,078 $1,296,389 $43,507 
LiabilitiesOther liabilities1,535,297 (116,558)1,296,389 (43,715)
Total$3,070,594 $(1,480)$2,592,778 $(208)

The effects of Pinnacle Financial's interest rate swaps to facilitate customers' transactions on the income statement during the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands):
Amount of Loss Recognized in Income
Location of Loss Recognized in IncomeThree Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Interest rate swap agreementsOther noninterest income$(135)$(44)$(1,272)$(146)

Derivatives designated as cash flow hedges

For derivative instruments that are designated and qualify as a cash flow hedge, the aggregate fair value of the derivative instrument is recorded in other assets or other liabilities with any gain or loss related to changes in fair value recorded in accumulated other comprehensive income, net of tax. The gain or loss is reclassified into earnings in the same period during which the hedged asset or liability affects earnings and is presented in the same income statement line item as the earnings effect of the hedged asset or liability. Pinnacle Financial uses interest rate floors in an effort to mitigate the impact of declining interest rates on LIBOR-based variable rate loans. Pinnacle Financial uses forward cash flow hedges in an effort to manage future interest rate exposure on borrowings. The hedging strategy converts the LIBOR-based variable interest rate on forecasted borrowings to a fixed interest rate and is used in an effort to protect Pinnacle Financial from floating interest rate variability. A summary of Pinnacle Financial's cash flow hedge relationships as of September 30, 2020 and December 31, 2019 is as follows (in thousands):

32

September 30, 2020December 31, 2019
Balance Sheet LocationWeighted Average Remaining Maturity (In Years)Weighted Average Pay RateReceive RateNotional
Amount
Estimated
Fair Value
Notional
Amount
Estimated
Fair Value
Asset derivatives
Interest rate floorOther assets4.190%2.25% minus 1 month LIBOR$1,500,000 $134,853 $2,800,000 $87,422 
Liability derivatives
Interest rate swapsOther liabilities1.593.09%3 month LIBOR$99,000 $(4,610)$99,000 $(3,312)

The effects of Pinnacle Financial's cash flow hedge relationships on the statement of comprehensive income (loss) during the three and nine months ended September 30, 2020 and 2019 were as follows, net of tax (in thousands):

Amount of Gain (Loss) Recognized
in Other Comprehensive Income (Loss)
Three Months Ended September 30,Nine Months Ended September 30,
Asset derivatives2020201920202019
Interest rate floor - loans$(3,506)$1,951 $68,161 $9,875 
Liability derivatives
Interest rate swaps - borrowings$480 $(69)$(959)$(1,572)
$(3,026)$1,882 $67,202 $8,303 

The cash flow hedges were determined to be highly effective during the periods presented and as a result qualify for hedge accounting treatment. The hedge would no longer be considered effective if a portion of the hedge becomes ineffective, the item hedged is no longer in existence or Pinnacle Financial discontinues hedge accounting. Pinnacle Financial expects the hedges at September 30, 2020 to continue to be highly effective and qualify for hedge accounting during the remaining terms of the original hedging transactions. Losses totaling $156,000 net of tax and $1.9 million net of tax were reclassified from accumulated other comprehensive income (loss) into net income during the three and nine months ended September 30, 2020, respectively, compared to losses totaling 1.1 million net of tax and $946,000 net of tax during the three and nine months ended September 30, 2019, respectively. During the first quarter of 2020, loan interest rate floors entered into in the second quarter of 2019 with a notional amount totaling $1.3 billion and unrealized gains totaling $16.5 million were terminated. These unrealized gains are being amortized into income on a straight line basis through October 2021. Approximately $8.0 million in unrealized gains, net of tax, are expected to be reclassified from accumulated other comprehensive income (loss) into net income over the next twelve months related to terminated cash flow hedges.

Derivatives designated as fair value hedges

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. Pinnacle Financial utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable available-for-sale securities. The hedging strategy converts the fixed interest rates to LIBOR-based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities.

A summary of Pinnacle Financial's fair value hedge relationships as of September 30, 2020 and December 31, 2019 is as follows (in thousands):
September 30, 2020December 31, 2019
Balance Sheet LocationWeighted Average Remaining Maturity (In Years)Weighted Average Pay RateReceive RateNotional AmountEstimated Fair ValueNotional AmountEstimated Fair Value
Liability derivatives
Interest rate swap agreements - securitiesOther liabilities7.122.26%3 month LIBOR/Fed Funds$708,931 $(77,214)$477,905 $(40,778)
33


Notional amounts of $477.5 million included in the table receive a variable rate of interest based on three month LIBOR and notional amounts totaling $231.4 million receive a variable rate of interest based on the daily compounded federal funds rate.

The effects of Pinnacle Financial's fair value hedge relationships on the income statement during the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands):
Location of Loss on DerivativeAmount of Loss Recognized in Income
Three Months Ended September 30,Nine Months Ended September 30,
Liability derivatives2020201920202019
Interest rate swaps - securitiesInterest income on securities$4,996 $(10,888)$(36,436)$(37,131)
Interest rate swaps - loansInterest income on loans$$$$(6,915)

Location of Gain on Hedged ItemAmount of Gain Recognized in Income
Three Months Ended September 30,Nine Months Ended September 30,
Liability derivatives - hedged items2020201920202019
Interest rate swaps - securitiesInterest income on securities$(4,996)$10,888 $36,436 $37,131 
Interest rate swaps - loansInterest income on loans$$$$6,915 
The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges at September 30, 2020 and December 31, 2019 (in thousands):
Carrying Amount of the Hedged AssetsCumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
September 30, 2020December 31, 2019September 30, 2020December 31, 2019
Line item on the balance sheet
Securities available-for-sale$853,350 $551,789 $77,214 $40,778 

During the three and nine months ended September 30, 2020, amortization expense totaling $1.2 million and $3.3 million, respectively, related to previously terminated fair value hedges was recognized as a reduction to interest income on loans.

Note 9. Fair Value of Financial Instruments

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

Valuation Hierarchy

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

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

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.
34


Assets

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

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

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

Collateral dependent loans – Collateral dependent loans are measured at the fair value of the collateral securing the loan less estimated selling costs. The fair value of real estate collateral is determined based on real estate appraisals which are generally based on recent sales of comparable properties which are then adjusted for property specific factors. Non real estate collateral is valued based on various sources, including third party asset valuations and internally determined values based on cost adjusted for depreciation and other judgmentally determined discount factors. Collateral dependent loans are classified within Level 3 of the hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower's underlying financial condition.

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

Liabilities

Other liabilities – Pinnacle Financial has certain liabilities carried at fair value including certain interest rate swap agreements to facilitate customer transactions, interest rate swaps designated as fair value and cash flow hedges, and interest rate locks associated
35

with the funding for its mortgage loan originations. The fair value of these liabilities is based on Pinnacle Financial's pricing models that utilize observable market inputs and is reflected within Level 2 of the valuation hierarchy.

The following tables present financial instruments measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands):
Total carrying value in the consolidated balance sheetQuoted market prices in an active market
(Level 1)
Models with significant observable market parameters
(Level 2)
Models with significant unobservable market parameters
(Level 3)
September 30, 2020
Investment securities available-for-sale:    
U.S. Treasury securities$84,464 $$84,464 $
U.S. government agency securities76,859 76,859 
Mortgage-backed securities1,701,212 1,701,212 
State and municipal securities1,327,721 1,312,248 15,473 
Agency-backed securities168,839 168,839 
Corporate notes and other104,327 104,327 
Total investment securities available-for-sale$3,463,422 $$3,447,949 $15,473 
Other investments66,872 25,666 41,206 
Other assets265,835 265,835 
Total assets at fair value$3,796,129 $$3,739,450 $56,679 
Other liabilities$198,724 $$198,724 $
Total liabilities at fair value$198,724 $$198,724 $
December 31, 2019
Investment securities available-for-sale:    
U.S. Treasury securities$72,867 $$72,867 $
U.S. government agency securities79,692 79,692 
Mortgage-backed securities1,463,907 1,463,907 
State and municipal securities1,714,453 1,698,550 15,903 
Agency-backed securities152,972 152,972 
Corporate notes and other56,104 56,104 
Total investment securities available-for-sale3,539,995 3,524,092 15,903 
Other investments63,291 25,135 38,156 
Other assets134,040 134,040 
Total assets at fair value$3,737,326 $$3,683,267 $54,059 
Other liabilities$87,613 $$87,613 $
Total liabilities at fair value$87,613 $$87,613 $

The following table presents assets measured at fair value on a nonrecurring basis as of September 30, 2020 and December 31, 2019 (in thousands):
September 30, 2020Total carrying value in the consolidated balance sheetQuoted market prices in an active market
(Level 1)
Models with significant observable market parameters
(Level 2)
Models with significant unobservable market
parameters
(Level 3)
Other real estate owned$19,445 $$$19,445 
Collateral dependent loans (1)
77,798 77,798 
Total$97,243 $$$97,243 
December 31, 2019    
Other real estate owned$29,487 $$$29,487 
Impaired loans, net (1)
32,478 32,478 
Total$61,965 $$$61,965 

(1) The carrying value of collateral dependent loans at September 30, 2020 is net of a valuation allowance of $10.7 million, and the carrying value of impaired loans at December 31, 2019 is net of a valuation allowance of $3.3 million.
36


In the case of the investment securities portfolio, Pinnacle Financial monitors the portfolio to ascertain when transfers between levels have been affected.  The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare.  For the nine months ended September 30, 2020, there were 0 transfers between Levels 1, 2 or 3.

The table below includes a rollforward of the balance sheet amounts for the three and nine months ended September 30, 2020 and September 30, 2019 (including the change in fair value) for financial instruments classified by Pinnacle Financial within Level 3 of the valuation hierarchy measured at fair value on a recurring basis including changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands):
 For the Three months ended September 30,For the Nine months ended September 30,
 2020201920202019
 Available-for-sale SecuritiesOther
investments
Available-for-sale SecuritiesOther
investments
Available-for-sale SecuritiesOther
investments
Available-for-sale SecuritiesOther
investments
Fair value, beginning of period$15,295 $40,612 $15,263 $31,522 $15,903 $38,156 $14,595 $26,422 
Total realized gains included in income27 456 29 1,264 82 87 2,193 
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at period-end151 574 631 1,583 
Purchases1,095 1,777 4,822 6,965 
Issuances
Settlements(957)(615)(1,143)(1,776)(399)(1,632)
Transfers out of Level 3
Fair value, end of period$15,473 $41,206 $15,866 $33,948 $15,473 $41,206 $15,866 $33,948 
Total realized gains (losses) included in income related to financial assets and liabilities still on the consolidated balance sheet at period-end$27 $456 $29 $1,264 $82 $$87 $2,193 

The following tables present the carrying amounts, estimated fair value and placement in the fair value hierarchy of Pinnacle Financial's financial instruments at September 30, 2020 and December 31, 2019.  This table excludes financial instruments for which the carrying amount approximates fair value.  For short-term financial assets such as cash, cash equivalents, and restricted cash, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization.  For financial liabilities such as non-interest bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity (in thousands):
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)
September 30, 2020
Financial assets:     
Securities held-to-maturity$1,039,650 $1,060,847 $$1,060,847 $
Loans, net22,188,764 22,483,708 22,483,708 
Consumer loans held-for-sale82,748 84,877 84,877 
Commercial loans held-for-sale12,290 12,606 12,606 
Financial liabilities:     
Deposits and securities sold under     
agreements to repurchase26,671,015 25,804,207 25,804,207 
Federal Home Loan Bank advances1,287,738 1,428,059 1,428,059 
Subordinated debt and other borrowings670,273 681,964 681,964 
Off-balance sheet instruments:     
Commitments to extend credit (2)
9,374,780 22,784 22,784 
37

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)
December 31, 2019
Financial assets:     
Securities held-to-maturity$188,996 $201,217 $$201,217 $
Loans, net19,693,099 19,717,845 19,717,845 
Consumer loans held-for-sale81,820 82,986 82,986 
Commercial loans held-for-sale17,585 17,836 17,836 
Financial liabilities:     
Deposits and securities sold under     
agreements to repurchase20,307,382 19,647,392 19,647,392 
Federal Home Loan Bank advances2,062,534 2,078,514 2,078,514 
Subordinated debt and other borrowings749,080 712,220 712,220 
Off-balance sheet instruments:     
Commitments to extend credit (2)
8,141,920 3,786 3,786 
(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, including both commitments for unfunded loans and standby letters of credit. In making this evaluation, Pinnacle Financial utilizes credit loss expectations on funded loans from our allowance for credit losses methodology and evaluates the probability that the outstanding commitment will eventually become a funded loan. As a result, at September 30, 2020 and December 31, 2019, Pinnacle Financial included in other liabilities $21.2 million and $2.4 million, respectively, representing expected credit losses on off-balance sheet commitments, which are reflected in the estimated fair values of the related commitments. Also included in the fair values at September 30, 2020 and December 31, 2019 are unamortized fees related to these commitments of $1.6 million and $1.4 million, respectively.


Note 10. Regulatory Matters

Pursuant to Tennessee banking law, Pinnacle Bank may not, without the prior consent of the Commissioner of the Tennessee Department of Financial Institutions (TDFI), pay any dividends to Pinnacle Financial in a calendar year in excess of the total of Pinnacle Bank's retained net income for that year plus the retained net income for the preceding two years. Under Tennessee corporate law, Pinnacle Financial is not permitted to pay dividends if, after giving effect to such payment, it would not be able to pay its debts as they become due in the usual course of business or its total assets would be less than the sum of its total liabilities plus any amounts needed to satisfy any preferential rights if it were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, Pinnacle Financial's board of directors must consider its and Pinnacle Bank's current and prospective capital, liquidity, and other needs. In addition to state law limitations on Pinnacle Financial's ability to pay dividends, the Federal Reserve imposes limitations on Pinnacle Financial's ability to pay dividends. Federal Reserve regulations limit dividends, stock repurchases and discretionary bonuses to executive officers if Pinnacle Financial's regulatory capital is below the level of regulatory minimums plus the applicable capital conservation buffer.

In addition, the Federal Reserve has issued supervisory guidance advising bank holding companies to eliminate, defer or reduce dividends paid on common stock and other forms of Tier 1 capital where the company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, the company’s prospective rate of earnings retention is not consistent with the company’s capital needs and overall current and prospective financial condition or the company will not meet, or is in danger of not meeting, minimum regulatory capital adequacy ratios. Recent supplements to this guidance reiterate the need for bank holding companies to inform their applicable reserve bank sufficiently in advance of the proposed payment of a dividend in certain circumstances.

During the nine months ended September 30, 2020, Pinnacle Bank paid $119.1 million in dividends to Pinnacle Financial. As of September 30, 2020, Pinnacle Bank could pay approximately $675.7 million of additional dividends to Pinnacle Financial without prior approval of the Commissioner of the TDFI. Since the fourth quarter of 2018, Pinnacle Financial has paid a quarterly common stock dividend of $0.16 per share. The amount and timing of all future dividend payments by Pinnacle Financial, if any, is subject to discretion of Pinnacle Financial's board of directors and will depend on Pinnacle Financial's receipt of dividends, including dividends on Pinnacle Financial's 6.75% fixed rate non-cumulative perpetual preferred stock, Series B (the Series B Preferred Stock) from Pinnacle Bank, earnings, capital position, financial condition and other factors, including regulatory capital requirements, as they
38

become known to Pinnacle Financial and receipt of any regulatory approvals that may become required as a result of each of Pinnacle Financial's or Pinnacle Bank's financial results.

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

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

As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, each of Pinnacle Bank and Pinnacle Financial has elected the option to delay the estimated impact on regulatory capital of Pinnacle Financial's and Pinnacle Bank's adoption of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 (collectively the “transition adjustments”), will be delayed for two years. After two years, the cumulative amount of the transition adjustments will become fixed and will be phased out of the regulatory capital calculations evenly over a three year period, with 75% recognized in year three, 50% recognized in year four, and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed.

Management believes, as of September 30, 2020, that Pinnacle Financial and Pinnacle Bank met all capital adequacy requirements to which they are subject. To be categorized as well-capitalized under applicable banking regulations, Pinnacle Bank must maintain certain total risk-based, Tier 1 risk-based, common equity Tier 1 and Tier 1 leverage ratios as set forth in the following table and not be subject to a written agreement, order or directive to maintain a higher capital level. The capital conservation buffer is not included in the required ratios of the table presented below. Pinnacle Financial's and Pinnacle Bank's actual capital amounts and resulting ratios, not including the capital conservation buffer, are presented in the following table (in thousands):
 ActualMinimum Capital
Requirement
Minimum
To Be Well-Capitalized Under Prompt Corrective Action Regulations
 AmountRatioAmountRatioAmountRatio
At September 30, 2020      
Total capital to risk weighted assets:      
Pinnacle Financial$3,578,436 14.2 %$2,015,196 8.0 %$2,518,994 10.0 %
Pinnacle Bank$3,146,468 12.6 %$2,005,334 8.0 %$2,506,667 10.0 %
Tier 1 capital to risk weighted assets:      
Pinnacle Financial$2,702,540 10.7 %$1,511,397 6.0 %$2,015,196 8.0 %
Pinnacle Bank$2,819,572 11.3 %$1,504,000 6.0 %$2,005,334 8.0 %
Common equity Tier 1 capital to risk weighted assets      
Pinnacle Financial$2,485,291 9.9 %$1,133,547 4.5 %NANA
Pinnacle Bank$2,819,450 11.3 %$1,128,000 4.5 %$1,629,333 6.5 %
Tier 1 capital to average assets (*):      
Pinnacle Financial$2,702,540 8.5 %$1,273,124 4.0 %NANA
Pinnacle Bank$2,819,572 8.9 %$1,269,171 4.0 %$1,586,464 5.0 %
At December 31, 2019
Total capital to risk weighted assets:
Pinnacle Financial$3,159,375 13.2 %$1,912,885 8.0 %$2,391,106 10.0 %
Pinnacle Bank$2,906,853 12.2 %$1,906,839 8.0 %$2,383,549 10.0 %
Tier 1 capital to risk weighted assets:
Pinnacle Financial$2,319,234 9.7 %$1,434,664 6.0 %$1,912,885 8.0 %
Pinnacle Bank$2,679,713 11.2 %$1,430,129 6.0 %$1,906,839 8.0 %
39

 ActualMinimum Capital
Requirement
Minimum
To Be Well-Capitalized Under Prompt Corrective Action Regulations
Common equity Tier 1 capital to risk weighted assets
Pinnacle Financial$2,319,112 9.7 %$1,075,998 4.5 %NANA
Pinnacle Bank$2,679,590 11.2 %$1,072,597 4.5 %$1,549,307 6.5 %
Tier 1 capital to average assets (*):
Pinnacle Financial$2,319,234 9.1 %$1,021,836 4.0 %NANA
Pinnacle Bank$2,679,713 10.5 %$1,019,210 4.0 %$1,274,012 5.0 %
(*) Average assets for the above calculations were based on the most recent quarter.

During the second quarter of 2020, Pinnacle Financial issued 9.0 million depositary shares, each representing a 1/40th interest in a share of Series B preferred stock in a registered public offering to both retail and institutional investors. Net proceeds from the transaction were approximately $217.1 million after deducting the underwriting discounts and offering expenses payable by Pinnacle Financial. The net proceeds were retained by Pinnacle Financial and are available to support the capital needs of Pinnacle Financial and Pinnacle Bank, to support Pinnacle Financial's obligations, including interest payments on its outstanding indebtedness, and for other general corporate purposes.


Note 11.  Other Borrowings

Pinnacle Financial has 12 wholly-owned subsidiaries that are statutory business trusts created for the exclusive purpose of issuing 30-year capital trust preferred securities, and Pinnacle Financial and Pinnacle Bank have entered into certain other subordinated debt agreements. On April 22, 2020, Pinnacle Financial established a credit facility with the Federal Reserve Bank in conjunction with the SBA Paycheck Protection Program, with available borrowing capacity equal to the outstanding balance of Paycheck Protection Program loans, which totaled approximately $2.3 billion at September 30, 2020. There are no amounts outstanding on this facility at September 30, 2020. These instruments are outlined below as of September 30, 2020 (in thousands):
NameDate
Established
MaturityTotal Debt OutstandingInterest Rate at September 30, 2020Coupon Structure
Trust preferred securities   
Pinnacle Statutory Trust IDecember 29, 2003December 30, 2033$10,310 3.05 %30-day LIBOR + 2.80%
Pinnacle Statutory Trust IISeptember 15, 2005September 30, 203520,619 1.62 %30-day LIBOR + 1.40%
Pinnacle Statutory Trust IIISeptember 7, 2006September 30, 203620,619 1.87 %30-day LIBOR + 1.65%
Pinnacle Statutory Trust IVOctober 31, 2007September 30, 203730,928 3.10 %30-day LIBOR + 2.85%
BNC Capital Trust IApril 3, 2003April 15, 20335,155 3.53 %30-day LIBOR + 3.25%
BNC Capital Trust IIMarch 11, 2004April 7, 20346,186 3.13 %30-day LIBOR + 2.85%
BNC Capital Trust IIISeptember 23, 2004September 23, 20345,155 2.68 %30-day LIBOR + 2.40%
BNC Capital Trust IVSeptember 27, 2006December 31, 20367,217 1.92 %30-day LIBOR + 1.70%
Valley Financial Trust IJune 26, 2003June 26, 20334,124 3.33 %30-day LIBOR + 3.10%
Valley Financial Trust IISeptember 26, 2005December 15, 20357,217 1.74 %30-day LIBOR + 1.49%
Valley Financial Trust IIIDecember 15, 2006January 30, 20375,155 2.00 %30-day LIBOR + 1.73%
Southcoast Capital Trust IIIAugust 5, 2005September 30, 203510,310 1.72 %30-day LIBOR + 1.50%
Subordinated Debt   
Pinnacle Bank Subordinated NotesJuly 30, 2015July 30, 202560,000 3.38 %3-month LIBOR + 3.128%
Pinnacle Bank Subordinated NotesMarch 10, 2016July 30, 202570,000 3.38 %3-month LIBOR + 3.128%
Pinnacle Financial Subordinated NotesNovember 16, 2016November 16, 2026120,000 5.25 %
Fixed (1)
Pinnacle Financial Subordinated NotesSeptember 11, 2019September 15, 2029300,000 4.13 %
Fixed (2)
Debt issuance costs and fair value adjustments(12,722) 
Total subordinated debt and other borrowings$670,273  
(1) Migrates to three month LIBOR + 3.884% beginning November 16, 2021 through the end of the term.
(2) Migrates to three month LIBOR + 2.775% beginning September 15, 2024 through the end of the term.


40


On September 11, 2019, Pinnacle Financial issued $300.0 million aggregate principal amount of 4.125% Fixed-to-Floating Rate Subordinated Notes due 2029 (the 2029 Notes) in a public offering. The offering and sale of the 2029 Notes yielded net proceeds of approximately $296.5 million after deducting the underwriting discount and offering expenses payable by Pinnacle Financial. Pinnacle Financial used approximately $8.8 million of such proceeds to redeem the previously outstanding Subordinated Note due October 15, 2023, which Pinnacle Financial assumed in the BNC merger and which carried an interest rate of 7.23% at the time of such redemption, which occurred on September 30, 2019. Pinnacle Financial also used a portion of the net proceeds of this offering to redeem, effective January 1, 2020, the outstanding balance and accrued interest of the $20.0 million aggregate principal amount of Avenue subordinated notes and $60.0 million aggregate principal amount of BNC subordinated notes. Pinnacle Financial intends to use the remainder of the net proceeds from the offering of the 2029 Notes for general corporate purposes, including providing capital to support the growth of Pinnacle Bank's business.
41


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

The following is a discussion of our financial condition at September 30, 2020 and December 31, 2019 and our results of operations for the three and nine months ended September 30, 2020 and 2019. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements. The following discussion and analysis should be read along with our consolidated financial statements and the related notes included elsewhere herein and the risk factors discussed in Part II, Item 1A - Risk Factors, herein as well as our Annual Report on Form 10-K for the year ended December 31, 2019 (Form 10-K) and the other reports we have filed with the Securities and Exchange Commission since we filed that Form 10-K.

Impact of COVID-19 Pandemic

On January 30, 2020, the World Health Organization declared a global health emergency related to a novel strain of the coronavirus, COVID-19. With that declaration, we activated our pandemic response team and began work to prepare both our associates and clients for the impact of COVID-19. The spread of COVID-19 has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally, including the markets that we serve. These actions included the decision by the Federal Reserve Open Markets Committee to lower the target for the federal funds rate to a range of between zero to 0.25% on March 15, 2020. This action followed a prior reduction of the targeted federal funds rate to a range of 1.0% to 1.25% on March 3, 2020.

We have been intentional in our response to the COVID-19 pandemic to ensure strength in our balance sheet, including increases in liquidity and reserves. As a part of this intentional response, during the second quarter of 2020, we performed an in-depth review of all risk-graded loans greater than $1.0 million for which we had granted the borrower the ability to defer the payment of principal and/or interest for a period of up to 90 days following the COVID-19 outbreak. We also performed an in-depth review of all of our hotel and retail commercial real estate loans greater than $1.0 million regardless of their receipt of deferral. During the third quarter, our focus broadened to include the other segments of the portfolio that are risk rated that we did not re-risk grade during the second quarter. This extensive re-underwriting effort included our pass grade loans with exposures greater than $2.0 million and watch list, criticized or classified loans with exposures greater than $500,000. Overall during the third quarter we reviewed approximately 2,500 loans totaling approximately $10 billion in exposure.

Additionally during the third quarter, we have continued to adjust our business practices, including restricting employee travel, encouraging employees to work from home where possible, continuing drive-thru only service with specific needs facilitated by appointment, implementing social distancing guidelines within our offices and by the launch of our pandemic response team, which continues to meet on a regular basis.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act includes the Paycheck Protection Program ("PPP"), a program designed to aid small- and medium-sized businesses, sole proprietors and other self-employed persons through federally guaranteed loans distributed through banks. These loans are intended to guarantee eight to 24 weeks of payroll and other costs to provide support to participating businesses and increase the ability of these businesses to retain workers. As of September 30, 2020, we had obtained approvals for approximately 15,000 clients totaling approximately $2.3 billion in approved loans. These loans are fully guaranteed by the SBA, carry a term of two or five years, dependent on the date originated, and a 1.0% annualized interest rate. Inclusive of fees from the SBA, our yield on PPP loans in the third quarter was 2.77%. Forgiveness of these loans by the SBA began late in the third quarter. As of October 16, 2020, approximately 524 applications from Pinnacle borrowers had been submitted to the SBA for forgiveness and 51 of those applications had been approved for forgiveness with the remainder pending a response from the SBA.

We also implemented a short-term loan modification program to provide temporary payment relief to certain of our borrowers. This program allows for a deferral of principal and/or interest payments for 90 days, which we may extend for an additional 90 days, for a maximum of 180 days on a cumulative and successive basis. As of June 30, 2020, we had granted deferrals on approximately $4.2 billion in aggregate principal amount of loans. As of September 30, 2020, approximately $724.3 million in aggregate principal amount of loans remained on deferral. This balance further decreased to $414.0 million as of October 16, 2020.


42


We believe our response has allowed and continues to allow us to appropriately support our associates, clients and their communities. The COVID-19 pandemic along with the implementation of CECL have contributed to an increased provision for credit losses for the first nine months of 2020 and an extended duration of economic disruption resulting from the virus could lead to increased net charge-offs and continued elevated levels of provisioning expense. We continue to monitor both the impact of COVID-19 and the effects of the CARES Act and the prospects for additional fiscal stimulus programs closely; however, the extent to which each will impact our operations and financial results during the remainder of 2020 and into 2021 remains uncertain.

Overview

Our diluted net income per common share for the three and nine months ended September 30, 2020 was $1.42 and $2.62, respectively, compared to $1.44 and $3.97, respectively, for the same periods in 2019. At September 30, 2020, reflecting the significant number of loans we had originated under the PPP, loans had increased to $22.5 billion, as compared to $19.8 billion at December 31, 2019, and total deposits increased to $26.5 billion at September 30, 2020 from $20.2 billion at December 31, 2019.

Results of Operations. Our net interest income increased to $206.6 million and $600.8 million, respectively, for the three and nine months ended September 30, 2020 compared to $195.8 million and $572.0 million, respectively, for the same periods in the prior year, representing increases of $10.8 million and $28.8 million, respectively. For the three and nine months ended September 30, 2020 when compared to the comparable periods in 2019, this increase was largely the result of lower cost of funds, the impact of both interest and fees related to the PPP and our acquisition of additional liquidity in response to the economic uncertainty resulting from the COVID-19 pandemic as well as organic loan growth during the comparable periods. The net interest margin (the ratio of net interest income to average earning assets) for the three and nine months ended September 30, 2020 was 2.82% and 2.97%, respectively, compared to 3.43% and 3.51%, respectively, for the same periods in 2019 and reflects the impact of loans made pursuant to the PPP and our acquisition of additional on-balance sheet liquidity as noted above, the decline in short-term interest rates, declining levels of positive impact from purchase accounting and the competitive rate environments for loans and deposits in our markets.

Our provision for credit losses was $16.3 million and $184.6 million, respectively, for the three and nine months ended September 30, 2020 compared to $8.3 million and $22.6 million, respectively, for the same periods in 2019. The primary drivers of the increase in provision were the anticipated economic impact of the COVID-19 pandemic and our adoption of FASB ASU 2016-13 on January 1, 2020. ASU 2016-13, which introduces the current expected credit losses (CECL) methodology, requires us to estimate all expected credit losses over the remaining life of our loan portfolio. Also contributing to the provision expense was an increase in net charge-offs, which totaled $13.1 million and $28.6 million, respectively, for the three and nine months ended September 30, 2020 compared to $4.9 million and $12.6 million, respectively, for the same periods in 2019. The increase in net charge-offs in the first nine months of 2020 was in large part the result of charge-offs related to three credits in the commercial and industrial loan category all of which are loans to borrowers whose businesses related to sectors which have been highly impacted by the COVID-19 pandemic.
At September 30, 2020, our allowance for credit losses as a percentage of total loans, inclusive of PPP loans, was 1.28% compared to 0.48% at December 31, 2019. The increase in the allowance for credit losses is largely the result of the implementation of CECL on January 1, 2020, which resulted in an adjustment to the opening balance of the allowance for credit losses of $38.1 million, and increased provisioning during the first nine months of 2020 due to the economic impact of the COVID-19 pandemic. The increase in the opening balance upon the implementation of CECL is partially attributable to a change in the treatment of acquired loans. Prior to the adoption of CECL, acquired loans required an allowance only if estimated credit losses exceeded the remaining purchase accounting fair value discounts. Under CECL, an allowance for credit losses is recognized for all loans without regard to fair value discounts. Also contributing to the increase in the opening balance upon adoption was an overall increase in reserve rates under CECL due to the estimation of all expected credit losses over the remaining contractual life of the portfolio rather than only probable incurred losses as was required under the prior accounting standard.


43


Noninterest income increased by $8.4 million, or 10.2%, and $30.0 million, or 14.7%, respectively, during the three and nine months ended September 30, 2020 compared to the same periods in 2019. The growth in noninterest income was in large part attributable to gains on mortgage loans sold, net, which increased by $12.1 million and $29.4 million, respectively, for the three and nine months ended September 30, 2020 as compared to the same periods in the prior year primarily due to the favorable interest rate environment and housing markets in our markets as well as our increased number of mortgage originators in the respective periods. These gains on mortgage loans sold, net, were offset in part by a decrease in income from our equity method investment in BHG of $5.8 million, or 18.0%, and $18.6 million, or 23.8%, respectively, during the three and nine months ended September 30, 2020 compared to the same periods in the prior year. Additionally positively impacting noninterest income were wealth management revenues of $13.0 million and $41.8 million, respectively, for the three and nine months ended September 30, 2020 compared to $12.1 million and $35.3 million, respectively, in the same periods in the prior year as well as $651,000 and $986,000 in net gains on sales of securities, respectively, during the three and nine months ended September 30, 2020 compared to $417,000 in net gains on sales of securities and $6.0 million in net losses on sales of securities, respectively, during the same periods in the prior year. Other noninterest income, which is the result of fee revenue lines of business other than those noted above, increased during the three and nine months ended September 30, 2020 by $1.4 million and $7.6 million, respectively, when compared to the same periods in the prior year.
Noninterest expense increased by $11.3 million, or 8.5%, and $38.6 million, or 10.3%, during the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019. Impacting noninterest expense for the three and nine months ended September 30, 2020 as compared to the same prior year periods was the $4.2 million and $12.6 million increase, respectively, in salaries and employee benefits. The change in salaries and employee benefits was the result of an increase in our associate base in the first nine months of 2020 versus the first nine months of 2019 offset in part, by the reduction of our annual cash incentive plan accrual due to the adverse impact on diluted EPS, one of the performance metrics in our annual cash incentive plan, during the first nine months of 2020. We have also incurred reduced incentive expense associated with our performance-based equity awards we have previously awarded, as the negative impact of COVID-19 on our results has negatively impacted our return on average tangible assets, the performance metric applicable to these equity awards. For the three months ended September 30, 2020 we recorded higher levels of incentive accrual expenses under the annual cash incentive plan as a result of our decision to add a pre-tax, pre-provision net revenue performance target under the plan in the third quarter. Also impacting noninterest expense in the first nine months of 2020 was $10.1 million in lending related costs related to an increase in our off balance sheet reserves. The increase in the expense related to off balance sheet reserves during the nine months ended September 30, 2020 was largely due to the impact of the COVID-19 pandemic on expected credit losses under CECL.
Our efficiency ratio (the ratio of noninterest expense to the sum of net interest income and noninterest income) was 48.5% and 49.5%, respectively, for the three and nine months ended September 30, 2020 compared to 47.7% and 48.3%, respectively, for the same periods in 2019. The efficiency ratio measures the amount of expense that is incurred to generate a dollar of revenue.
During the three and nine months ended September 30, 2020, we recorded income tax expense of $26.4 million and $36.0 million, respectively, compared to income tax expense of $26.7 million and $74.2 million, respectively, for the three and nine months ended September 30, 2019. Our effective tax rate for the three and nine months ended September 30, 2020 was 19.3% and 15.2%, respectively, compared to 19.5% and 19.6%, respectively, for the three and nine months ended September 30, 2019. Our tax expense in the first nine months of 2020 was impacted by the provision for credit losses recorded in response to the COVID-19 pandemic, a portion of which was recorded as a discrete item of total income tax in the first quarter of 2020 and contributed a tax benefit of $22.4 million. Our tax rate in each period was also impacted by the vesting and exercise of equity-based awards previously granted under our equity-based compensation program, resulting in the recognition of tax expense of $85,000 and a tax benefit of $505,000, respectively, for the three and nine months ended September 30, 2020 compared to tax benefits of $131,000 and $832,000, respectively, for the three and nine months ended September 30, 2019.
Financial Condition.  Net loans increased $2.7 billion, or 13.6%, during the nine months ended September 30, 2020, when compared to December 31, 2019. Contributing to increased loan volumes during the nine months ended September 30, 2020, were $2.3 billion of loans, as of September 30, 2020, issued through the SBA's PPP. The remainder of the increase is primarily the result of loans made to borrowers that principally operate or are located in our core markets that were made prior to the COVID-19 pandemic, increases in the number of relationship advisors we employ and continued focus on attracting new customers to our company. Total deposits were $26.5 billion at September 30, 2020, compared to $20.2 billion at December 31, 2019, an increase of $6.3 billion, or 31.5%. Deposit growth during the period was likely aided by our clients' need to build liquidity going into the COVID-19 pandemic and current stock market conditions, but was also due in part to our intentional emphasis on gathering low-cost core deposits during 2020. Although it is difficult to measure precisely the level of increased deposits that came to us from the PPP, we estimate that our PPP borrowers increased their deposit balances with us by approximately $1.5 billion between March 31, 2020 and September 30, 2020.

44


Capital and Liquidity. At September 30, 2020 and December 31, 2019, our capital ratios, including our bank's capital ratios, exceeded regulatory minimum capital requirements and those necessary to be considered well-capitalized under applicable federal regulations. See Note 10. Regulatory Matters in the Notes to our Consolidated Financial Statements elsewhere in this Form 10-Q for additional information regarding our capital ratios. From time to time we may be required to support the capital needs of our bank (Pinnacle Bank). At September 30, 2020, we had approximately $284.4 million of cash at the parent company to be used to support our bank.
During the second quarter of 2020, we issued 9.0 million depositary shares, each representing a 1/40th interest in a share of our 6.75% fixed rate non-cumulative, perpetual preferred stock, Series B (Series B Preferred Stock) in a registered public offering to both retail and institutional investors. Net proceeds from the transaction after underwriting discounts and offering expenses payable by us were approximately $217.1 million. The net proceeds were retained at Pinnacle Financial and are available to support our capital needs and other obligations, including payments related to our outstanding indebtedness, to support the capital needs and other obligations of our bank and for other general corporate purposes. Additionally, we believe we have various capital raising techniques available to us to provide for the capital needs of our company and bank, such as the $300 million subordinated debt offering issued during the third quarter of 2019 or entering into a new revolving credit facility with another financial institution. We also periodically evaluate capital markets conditions to identify opportunities to access those markets if necessary or prudent to support our capital levels.
On November 13, 2018, Pinnacle Financial announced that its board of directors authorized a share repurchase program for up to $100.0 million of Pinnacle Financial’s outstanding common stock and on October 15, 2019, the board approved an additional $100.0 million of repurchase authorization. The initial repurchase program expired on March 31, 2020, with the additional $100.0 million authorization expiring on December 31, 2020. Between November 13, 2018 and December 31, 2019, we repurchased approximately 1.5 million shares of our common stock at an aggregate cost of $82.1 million pursuant to these authorizations. During the quarter ended March 31, 2020, we repurchased approximately 1.0 million shares of our common stock at an aggregate cost of $50.8 million. Our last purchase of shares of our common stock occurred on March 19, 2020. We suspended our repurchase program at the end of the first quarter of 2020 and it remains suspended until we gain more clarity on the length and depth of the COVID-19 pandemic.
Critical Accounting Estimates

The accounting principles we follow and our methods of applying these principles conform with U.S. GAAP and with general practices within the banking industry. On January 1, 2020, we adopted FASB ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) which significantly changes our methodology for determining our allowance for credit losses, and ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment which simplifies our process for performing goodwill impairment testing. See Note 1. Summary of Significant Accounting Policies in the Notes to our Consolidated Financial Statements elsewhere in this Form 10-Q for further information related to these changes. There have been no other significant changes to our Critical Accounting Estimates as described in our Form 10-K.

Selected Financial Information

45


The following is a summary of certain financial information as of or for the three and nine month periods ended September 30, 2020 and as of December 31, 2019 and for the three and nine month periods ended September 30, 2019 (dollars in thousands, except per share data):
Three Months Ended
September 30,
2020 - 2019 PercentNine Months Ended
September 30,
2020 - 2019 Percent
 20202019Increase (Decrease)20202019Increase (Decrease)
Income Statement:
Interest income$249,188 $275,749 (9.6)%$763,995 $799,483 (4.4)%
Interest expense42,594 79,943 (46.7)%163,192 227,513 (28.3)%
Net interest income206,594 195,806 5.5 %600,803 571,970 5.0 %
Provision for credit losses16,333 8,260 97.7 %184,554 22,639 715.2 %
Net interest income after provision for credit losses190,261 187,546 1.4 %416,249 549,331 (24.2)%
Noninterest income91,065 82,619 10.2 %234,396 204,364 14.7 %
Noninterest expense144,277 132,941 8.5 %413,231 374,678 10.3 %
Net income before income taxes137,049 137,224 (0.1)%237,414 379,017 (37.4)%
Income tax expense26,404 26,703 (1.1)%35,969 74,215 (51.5)%
Net income110,645 110,521 0.1 %201,445 304,802 (33.9)%
Preferred stock dividends(3,798)— 100.0 %(3,798)— 100.0 %
Net income available to common shareholders$106,847 $110,521 (3.3)%$197,647 $304,802 (35.2)%
Per Share Data:
Basic net income per common share$1.42 $1.45 (2.1)%$2.62 $3.99 (34.3)%
Diluted net income per common share$1.42 $1.44 (1.4)%$2.62 $3.97 (34.0)%
Performance Ratios:
Return on average assets (1)
1.26 %1.62 %(22.2)%0.83 %1.56 %(46.8)%
Return on average shareholders' equity (2)
8.92 %10.28 %(13.2)%5.79 %9.86 %(41.3)%
Return on average common shareholders' equity (3)
9.35 %10.28 %(9.0)%5.91 %9.86 %(40.1)%
September 30, 2020December 31, 2019
Balance Sheet:
Loans, net of allowance for credit losses$22,188,764$19,693,09912.7%
Deposits$26,543,956$20,181,02831.5%
(1) Return on average assets is the result of net income available to common shareholders for the reported period on an annualized basis, divided by average assets for the period.
(2) Return on average shareholders' equity is the result of net income available to common shareholders for the reported period on an annualized basis, divided by average stockholders' equity for the period.
(3) Return on average common shareholders' equity is the result of net income available to common shareholders for the reported period on an annualized basis, divided by average common shareholders' equity for the period.

Results of Operations

Net Interest Income. Net interest income represents the amount by which interest earned on various earning assets exceeds interest paid on deposits and other interest-bearing liabilities and is the most significant component of our revenues. Net interest income totaled $206.6 million and $600.8 million, respectively, for the three and nine months ended September 30, 2020 compared to $195.8 million and $572.0 million, respectively, for the same periods in the prior year, representing increases of $10.8 million and $28.8 million, respectively. For the three and nine months ended September 30, 2020 when compared to the comparable periods in 2019, this increase was largely the result of lower funding costs, the impact of both interest and fees from the PPP and our acquisition of additional on-balance sheet liquidity in response to the economic uncertainty resulting from the COVID-19 pandemic as well as organic loan growth during the comparable periods.


46


The following tables set forth the amount of our average balances, interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for interest-earning assets and interest-bearing liabilities, net interest spread and net interest margin for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):

 Three Months Ended
September 30, 2020
Three Months Ended
September 30, 2019
 Average BalancesInterestRates/ YieldsAverage BalancesInterestRates/ Yields
Interest-earning assets:
Loans (1)(2)
$22,493,192 $224,482 4.04 %$19,216,835 $247,147 5.21 %
Securities:
Taxable2,226,008 8,276 1.48 %1,712,265 10,655 2.47 %
Tax-exempt (2)
2,194,272 15,001 3.29 %1,795,098 13,313 3.51 %
Federal funds sold and other3,279,248 1,429 0.17 %802,326 4,634 2.29 %
Total interest-earning assets30,192,720 $249,188 3.38 %23,526,524 $275,749 4.78 %
Nonearning assets
Intangible assets1,866,082 1,866,223 
Other nonearning assets1,779,914 1,741,416 
Total assets$33,838,716 $27,134,163 
Interest-bearing liabilities:
Interest-bearing deposits:
Interest checking4,784,627 3,733 0.31 %3,237,155 9,517 1.17 %
Savings and money market10,312,876 8,374 0.32 %7,614,558 27,303 1.42 %
Time4,265,881 16,294 1.52 %4,351,473 25,711 2.34 %
Total interest-bearing deposits19,363,384 28,401 0.58 %15,203,186 62,531 1.63 %
Securities sold under agreements to repurchase147,211 77 0.21 %134,197 152 0.45 %
Federal Home Loan Bank advances1,515,879 6,945 1.82 %2,136,928 11,591 2.15 %
Subordinated debt and other borrowings715,138 7,171 3.99 %533,194 5,669 4.22 %
Total interest-bearing liabilities21,741,612 42,594 0.78 %18,007,505 79,943 1.76 %
Noninterest-bearing deposits6,989,439 — 0.00 %4,574,821 — 0.00 %
Total deposits and interest-bearing liabilities28,731,051 $42,594 0.59 %22,582,326 $79,943 1.40 %
Other liabilities341,801 286,831 
Stockholders' equity 4,765,864 4,265,006 
Total liabilities and stockholders' equity$33,838,716 $27,134,163 
Net  interest  income 
$206,594 $195,806 
Net interest spread (3)
2.60 %3.02 %
Net interest margin (4)
2.82 %3.43 %

(1) Average balances of nonaccrual loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and include $7.3 million of taxable equivalent income for the three months ended September 30, 2020 compared to $7.5 million for the three months ended September 30, 2019. The tax-exempt benefit has been reduced by the projected impact of tax-exempt income that will be disallowed pursuant to IRS Regulations as of and for the period presented.
(3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities.  The net interest spread calculation excludes the impact of demand deposits.  Had the impact of demand deposits been included, the net interest spread for the three months ended September 30, 2020 would have been 2.79% compared to a net interest spread of 3.37% for the three months ended September 30, 2019.
(4) Net interest margin is the result of annualized net interest income calculated on a tax-equivalent basis divided by average interest-earning assets for the period.

47

(dollars in thousands)Nine months endedNine months ended
September 30, 2020September 30, 2019
 Average BalancesInterestRates/ YieldsAverage BalancesInterestRates/ Yields
Interest-earning assets
Loans (1) (2)
$21,589,858 $687,183 4.33 %$18,593,509 $714,179 5.23 %
Securities
Taxable2,103,023 28,133 1.79 %1,779,512 36,438 2.74 %
Tax-exempt (2)
2,041,199 43,421 3.41 %1,628,742 37,541 3.67 %
Federal funds sold and other2,239,102 5,258 0.31 %602,148 11,325 2.51 %
Total interest-earning assets27,973,182 $763,995 3.75 %22,603,911 $799,483 4.85 %
Nonearning assets
Intangible assets1,868,118 1,856,324 
Other nonearning assets1,787,377 1,580,762 
Total assets$31,628,677 $26,040,997 
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking4,391,319 16,456 0.50 %3,173,228 28,145 1.19 %
Savings and money market9,201,302 37,713 0.55 %7,503,407 80,587 1.44 %
Time4,298,814 58,657 1.82 %3,937,486 67,004 2.28 %
Total interest-bearing deposits17,891,435 112,826 0.84 %14,614,121 175,736 1.61 %
Securities sold under agreements to repurchase159,783 286 0.24 %120,346 439 0.49 %
Federal Home Loan Bank advances1,918,371 26,854 1.87 %2,076,647 33,107 2.13 %
Subordinated debt and other borrowings698,464 23,226 4.44 %491,384 18,231 4.96 %
Total interest-bearing liabilities20,668,053 163,192 1.05 %17,302,498 227,513 1.76 %
Noninterest-bearing deposits6,063,783 — — 4,391,400 — — 
Total deposits and interest-bearing liabilities26,731,836 $163,192 0.82 %21,693,898 $227,513 1.40 %
Other liabilities335,274 212,813 
Stockholders' equity 4,561,567 4,134,286 
Total liabilities and stockholders' equity$31,628,677 $26,040,997 
Net  interest  income 
$600,803 $571,970 
Net interest spread (3)
2.70 %3.09 %
Net interest margin (4)
2.97 %3.51 %

(1) Average balances of nonaccrual loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and include $21.3 million of taxable equivalent income for the nine months ended September 30, 2020 compared to $20.9 million for the nine months ended September 30, 2019. The tax-exempt benefit has been reduced by the projected impact of tax-exempt income that will be disallowed pursuant to IRS Regulations as of and for the period presented.
(3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. The net interest spread calculation excludes the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the nine months ended September 30, 2020 would have been 2.93% compared to a net interest spread of 3.45% for the nine months ended September 30, 2019.
(4) Net interest margin is the result of annualized net interest income calculated on a tax-equivalent basis divided by average interest-earning assets for the period.

For the three and nine months ended September 30, 2020, our net interest margin was 2.82% and 2.97%, respectively, compared to 3.43% and 3.51%, respectively, for the same periods in 2019. Our net interest margin for the three and nine months ended September 30, 2020 reflects the impact of PPP loans and the firm's acquisition of additional on-balance sheet liquidity as noted above, the decline in short-term interest rates, declining levels of positive impact from purchase accounting and the competitive rate environments for loans and deposits in our markets. More specifically, our net interest margin was negatively impacted by yield compression in our earning asset portfolio due to a declining macroeconomic interest rate environment, which included a 150 basis points reduction in the federal funds rate in March 2020. This decrease was offset somewhat by a decrease in funding costs. During the three and nine months ended September 30, 2020, our earning asset yield decreased by 140 basis points and 110 basis points, respectively, from the same periods in the prior year. Our total funding rates decreased by 81 basis points and 58 basis points, respectively, compared to the same periods in the prior year.


48


We continue to deploy various asset liability management strategies to manage our risk to interest rate fluctuations. Pricing for creditworthy borrowers and meaningful depositors is very competitive in our markets and this competition has adversely impacted, and may continue to adversely impact, our margins. This challenging competitive environment may continue during 2020 and 2021 even during a time of economic uncertainty due to COVID-19. We also expect the positive impact of purchase accounting on our net interest income will lessen in future periods, which will negatively affect our net interest margin in 2020 and 2021. We have sought to mitigate much of the negative impact that reductions in short-term interest rates would have on our net interest margin through restructuring a portion of our investment securities portfolio, purchasing loan interest rate floors, and unwinding fixed-to-floating loan interest rate swaps. Those tactics have benefited us during this recent period of falling short-term interest rates. However, our net interest margin could be additionally impacted if we are not able to continue to lower deposit rates at a pace necessary to offset declines in our earning asset yields. We determined that holding elevated levels of on-balance sheet liquidity is a prudent response to the COVID-19 pandemic. This strategy will negatively impact the net interest margin until on-balance sheet liquidity returns to more normalized levels. We seek to fund increased loan volumes by growing our core deposits, but will utilize non-core funding to fund shortfalls, if any. To the extent that our dependence on non-core funding sources increases during 2020 and 2021, our net interest margin would likely be negatively impacted as we may not be able to reduce the rates we pay on these deposits as quickly as we can on core deposits.

Provision for Credit Losses. On January 1, 2020, we adopted FASB ASU 2016-13, which introduces the current expected credit losses (CECL) methodology and requires us to estimate all expected credit losses over the remaining life of our loan and held-to-maturity securities portfolios. Accordingly, the provision for credit losses represents a charge to earnings necessary to establish an allowance for credit losses that, in management's evaluation, is adequate to provide coverage for all expected credit losses. The provision for credit losses amounted to $16.3 million and $184.6 million, respectively, for the three and nine months ended September 30, 2020 compared to $8.3 million and $22.6 million, respectively, for the three and nine months ended September 30, 2019. Provision expense is impacted by organic loan growth in our loan portfolio, our internal assessment of the credit quality of the loan portfolio, our expectations about future economic conditions and net charge-offs. The primary driver of the increase in provision for credit losses for the three and nine months ended September 30, 2020 was the economic impact of the COVID-19 pandemic. Our CECL model relies on recent historical and projected future macroeconomic conditions, including unemployment and GDP, as key inputs to estimate future credit losses. As a result, the deterioration in economic conditions resulting from COVID-19 has resulted in a significant increase in expected credit losses. Also contributing to the increase in provision expense in the current year when compared to 2019 comparable periods was an increase in net charge-offs, which totaled $13.1 million and $28.6 million, respectively, for the three and nine months ended September 30, 2020 compared to $4.9 million and $12.6 million, respectively, for the same periods in 2019. The increase in net charge-offs in the first nine months of 2020 was in large part the result of charge-offs related to three credits in the commercial and industrial loan category all of which are loans to borrowers whose businesses related to sectors which have been highly impacted by the COVID-19 pandemic.

Our allowance for credit losses reflects an amount deemed appropriate to adequately cover all expected future losses as of the date the allowance is determined based on our allowance for credit losses assessment methodology. At September 30, 2020, our allowance for credit losses as a percentage of total loans, inclusive of PPP loans, was 1.28%, up from 0.48% at December 31, 2019. The increase in the allowance for credit losses is largely the result of the implementation of CECL on January 1, 2020, which resulted in an adjustment to the opening balance of the allowance for credit losses of $38.1 million, and increased provisioning during the three and nine months ended September 30, 2020 due to the estimated economic impact of the COVID-19 pandemic.

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


49

The following is a summary of our noninterest income for the three and nine months ended September 30, 2020 and 2019 (in thousands):
Three Months Ended
September 30,
2020 - 2019
Percent
Nine Months Ended
September 30,
2020 - 2019
Percent
 20202019Increase (Decrease)20202019Increase (Decrease)
Noninterest income:      
Service charges on deposit accounts$9,854 $10,193 (3.3)%$25,796 $27,675 (6.8)%
Investment services6,734 6,270 7.4%21,944 17,607 24.6%
Insurance sales commissions2,284 2,252 1.4%7,755 7,327 5.8%
Gains on mortgage loans sold, net19,453 7,402 162.8%47,655 18,291 160.5%
Investment gains (losses) on sales of securities, net651 417 56.1%986 (6,009)116.4%
Trust fees3,986 3,593 10.9%12,114 10,349 17.1%
Income from equity method investment26,445 32,248 (18.0)%59,245 77,799 (23.8)%
Other noninterest income:
Interchange and other consumer fees10,932 9,597 13.9%29,224 26,199 11.5%
Bank-owned life insurance4,557 4,558 —%13,935 12,853 8.4%
Loan swap fees365 2,250 (83.8)%3,166 3,811 (16.9)%
SBA loan sales1,469 1,168 25.8%3,752 2,913 28.8%
Gain on other equity investments460 584 (21.2)%2,198 (99.6)%
Other noninterest income3,875 2,087 85.7%8,816 3,351 163.1%
Total other noninterest income21,658 20,244 7.0%58,901 51,325 14.8%
Total noninterest income$91,065 $82,619 10.2%$234,396 $204,364 14.7%

The decrease in service charges on deposit accounts in the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019 is primarily related to a reduction in analysis fees due to a decrease in the transaction volume of commercial checking accounts which we believe is the result of the COVID-19 pandemic.
 
Income from our wealth management groups (investments, insurance and trust) is also included in noninterest income. For the three and nine months ended September 30, 2020, commissions and fees from investment services at our financial advisory unit, Pinnacle Asset Management, a division of Pinnacle Bank, increased by $464,000 and $4.3 million when compared to the three and nine months ended September 30, 2019. At September 30, 2020 and 2019, Pinnacle Asset Management was receiving commissions and fees in connection with approximately $4.9 billion and $4.4 billion, respectively, in brokerage assets. Revenues from the sale of insurance products by our insurance subsidiaries for the three and nine months ended September 30, 2020 increased by $32,000 and $428,000, respectively, compared to the same periods in the prior year. Included in insurance revenues for the nine months ended September 30, 2020 was $1.1 million of contingent income received in the first quarter of 2020 that was based on 2019 sales production and claims experience compared to $884,000 recorded in the same period in the prior year. Additionally, at September 30, 2020, our trust department was receiving fees on approximately $3.0 billion of managed assets compared to $2.5 billion at September 30, 2019, reflecting organic growth and increased market valuations. The growth in our wealth management businesses is attributable to the addition of associates in these areas, market volatility and the attractive markets in which we operate.

Gains on mortgage loans sold, net, consists of fees from the origination and sale of mortgage loans. These mortgage fees are for loans primarily originated in our current markets that are subsequently sold to third-party investors. Substantially all of these loan sales transfer servicing rights to the buyer. Generally, mortgage origination fees increase in lower interest rate environments and more robust housing markets and decrease in rising interest rate environments and more challenging housing markets. Mortgage origination fees will fluctuate from quarter to quarter as the rate environment changes. Gains on mortgage loans sold, net, were $19.5 million and $47.7 million, respectively, for the three and nine months ended September 30, 2020 compared to $7.4 million and $18.3 million, respectively, for the same periods in the prior year. This sizeable increase is the direct result of the current interest rate environment and the strong markets in which we operate. We hedge a portion of our mortgage pipeline as part of a mandatory delivery program. The hedge is not designated as a hedge for GAAP purposes and, as such, changes in its fair value are recorded directly through the income statement. There is a positive correlation between the dollar amount of the mortgage pipeline and the value of this hedge. Therefore, the change in the outstanding mortgage pipeline at the end of any reporting period will directly impact the amount of gain recorded for mortgage loans held for sale during that reporting period. At September 30, 2020, the mortgage pipeline included $316.5 million in loans expected to close in 2020 compared to $168.9 million in loans at September 30, 2019 expected to close in 2019.

50

Investment gains and losses on sales, net represent the net gains and losses on sales of investment securities in our available-for-sale securities portfolio during the periods noted. During the nine months ended September 30, 2020, we sold approximately $145.6 million of securities for a net gain of $986,000 compared to the nine months ended September 30, 2019, when we sold approximately $626.1 million of securities for a net loss of $6.0 million.

Income from equity-method investment. Income from equity-method investment is comprised solely of income from our 49% equity-method investment in BHG. BHG is engaged in the origination of commercial and consumer loans primarily to healthcare providers and other professionals throughout the United States. The loans originated by BHG are either financed by secured borrowings or sold without recourse to independent financial institutions and investors. BHG has expanded its operations to include commercial lending to other professional service firms such as attorneys, accountants and others.

Income from this equity-method investment was $26.4 million and $59.2 million, respectively, for the three and nine months ended September 30, 2020 compared to $32.2 million and $77.8 million, respectively, for the same periods last year. Historically, BHG has sold the majority of the loans its originates to a network of bank purchasers through a combination of online auctions, direct sales and its direct purchase option. In the second half of 2019, BHG began retaining more loans on its balance sheet than historically had been the case in recent years. As a result of the economic disruption resulting from the COVID-19 pandemic, BHG, in the first nine months of 2020, sold more loans through its auction platform than we had anticipated would be the case earlier in the year and will likely slow its transition to holding more loans on its balance sheet as the effects of COVID-19 are monitored. As is the case for our business, the impact of the COVID-19 pandemic on BHG's business is not fully known at this point though we believe its business, including demand for its loans and losses it may incur as a result of borrowers experiencing financial difficulty, will continue to be negatively impacted. In the third quarter of 2020, BHG completed its first securitization of approximately $160 million in notes backed by commercial and consumer loans on its balance sheet to provide additional funding.

Income from equity-method investment is recorded net of amortization expense associated with customer lists and other intangible assets of $293,000 and $880,000, respectively, for the three and nine months ended September 30, 2020 compared to $475,000 and $1.4 million, respectively, for the three and nine months ended September 30, 2019. At September 30, 2020, there were $7.9 million of these intangible assets that are expected to be amortized in lesser amounts over the next 15 years. Also included in income from equity-method investment, is accretion income associated with the fair valuation of certain of BHG's liabilities of $535,000 and $1.6 million, respectively, for the three and nine months ended September 30, 2020, compared to $630,000 and $2.0 million, respectively, for the three and nine months ended September 30, 2019. At September 30, 2020, there were $3.2 million of these liabilities that are expected to accrete into income in lesser amounts over the next six years.

During the three and nine months ended September 30, 2020, Pinnacle Financial and Pinnacle Bank received $40.0 million and $48.0 million, respectively, in dividends from BHG in the aggregate. During the three and nine months ended September 30, 2019, Pinnacle Financial and Pinnacle Bank received dividends of $9.0 million and $49.9 million, respectively, in the aggregate. Dividends from BHG during such periods reduced the carrying amount of our investment in BHG, while earnings from BHG during such periods increased the carrying amount of our investment in BHG. Profits from intercompany transactions are eliminated. Our proportionate share of earnings from BHG is included in our consolidated tax return. On September 21, 2020, Pinnacle Bank purchased $50.2 million in loans from BHG at par pursuant to BHG's joint venture loan program whereby BHG and Pinnacle share proportionately in the credit risk of the acquired loans based on the rate on the loan and the rate of the purchase. The yield on this portfolio to Pinnacle Bank is anticipated to be 5.0% per annum. No loans were purchased from BHG by Pinnacle Bank for the three and nine months ended September 30, 2019. Earnings from BHG are likely to fluctuate from period-to-period.

As our ownership interest in BHG is 49% and our representatives do not occupy a majority of the seats on BHG's board of managers, we do not consolidate BHG's results of operations or financial position into our financial statements but record the net result of BHG's activities at our percentage ownership in income from equity method investment in noninterest income. For the three and nine months ended September 30, 2020, BHG reported $128.5 million and $319.2 million, respectively, in revenues, net of substitution losses of $19.3 million and $63.7 million, respectively, compared to revenues of $108.8 million and $279.6 million, respectively, for the three and nine months ended September 30, 2019, net of substitution losses of $13.6 million and $38.7 million, respectively.

Approximately $105.4 million and $242.4 million, respectively, of BHG's revenues for the three and nine months ended September 30, 2020 related to gains on the sale of commercial loans BHG had previously issued primarily to doctor, dentist and other medical practices compared to $89.4 million and $228.7 million, respectively, for the three and nine months ended September 30, 2019. 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 have typically been 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.
51


At September 30, 2020 and 2019, there were $3.4 billion and $2.4 billion, respectively, in core product loans previously sold by BHG that were being actively serviced by BHG's network of bank purchasers. BHG, at its sole option, may also provide purchasers of these core product loans the ability to substitute the acquired loan with another more recently-issued BHG loan should the previously-acquired loan become at least 90-days past due as to its monthly payments. This substitution is subject to the purchaser having adhered to the standards of its purchase agreement with BHG. Additionally, all substitutions are subject to approval by BHG's board of managers. As a result, the reacquired loans are deemed purchased credit impaired and recorded on BHG's balance sheet at the net present value of the loan's anticipated cash flows. BHG will then initiate collection efforts and attempt to restore the reacquired loan to performing status. As a result, BHG maintained a liability as of September 30, 2020 and 2019 of $256.3 million and $117.9 million, respectively, that represents an estimate of the future inherent losses for the outstanding core portfolio that may be subject to future substitution. This liability represents 7.5% and 4.9%, respectively, of core product loans previously sold by BHG that remain outstanding as of September 30, 2020 and 2019, respectively. The increase in this liability in the nine months ended September 30, 2020 was principally the result of the economic disruption associated with the COVID-19 pandemic which adversely impacted physician and dental practices in a material manner.

BHG will maintain loans on its balance sheet for a period of time prior to sale or transfer to a purchaser. Alternatively, BHG may elect to keep certain loans on its balance sheet through maturity. From time to time, BHG may hold a higher volume of these loans depending upon the timing of loan originations, its loan pipeline and market demand as well as the deployment of its business strategy. As previously discussed, BHG realigned its business model to retain more of its originated loans on the balance sheet beginning in the second half of 2019. At September 30, 2020, BHG reported loans totaling $915.5 million compared to $467.2 million as of September 30, 2019. A portion of these loans do not qualify for sale accounting and accordingly an offsetting secured borrowing liability has been recorded. At September 30, 2020 and 2019, BHG had $624.0 million and $255.3 million, respectively, of secured borrowings associated with loans held for investment which did not qualify for sale accounting. At September 30, 2020 and 2019, BHG reported allowance for loan losses totaling $19.4 million and $3.6 million, respectively. Interest income and fees amounted to $18.0 million and $64.2 million, respectively, for the three and nine months ended September 30, 2020 compared to $16.0 million and $40.2 million, respectively, for the three and nine months ended September 30, 2019. 

BHG also sometimes refers loans to other financial institutions and, based on an agreement with the institution, earns a fee for doing so. Typically, these are loans that BHG believes would either be classified as consumer-type loans rather than commercial loans, fail to meet the credit underwriting standards of BHG but another institution will accept the loans or are loans issued to borrowers in certain geographic locations where BHG has elected not to do business. For the three and nine months ended September 30, 2020, BHG recognized fee income of $309,000 and $1.1 million, respectively, compared to $579,000 and $1.7 million, respectively, for the same periods in the prior year related to these activities.

Included in other noninterest income are interchange and other consumer fees, gains from bank-owned life insurance, swap fees earned for the facilitation of derivative transactions for our clients, SBA loan sales, gains or losses on other equity investments and other noninterest income items. Interchange revenues increased during the three and nine months ended September 30, 2020 as compared to the same periods in 2019 due to increased debit and credit card transactions period-over-period and loan fees primarily as a result of loan prepayments during the first nine months of 2020. Other noninterest income included changes in the cash surrender value of bank-owned life insurance which was $4.6 million and $13.9 million, respectively, for the three and nine months ended September 30, 2020 compared to $4.6 million and $12.9 million, respectively, for the three and nine months ended September 30, 2019. During the first nine months of 2019, we purchased $110.0 million of new bank-owned life insurance policies. The assets that support these policies are administered by the life insurance carriers and the income we recognize (i.e., increases or decreases in the cash surrender value of the policies) on these policies is dependent upon the crediting rates applied by the insurance carriers, which are subject to change at the discretion of the carriers, subject to any applicable floors. Earnings on these policies generally are not taxable. Loan swap fees decreased by $645,000 during the nine months ended September 30, 2020 as compared to the same period in 2019 due primarily to a decrease in the volume of activity resulting from the current interest rate environment. SBA loan sales are also included in other noninterest income and fluctuate based on the current market environment. Additionally, the carrying values of other equity investments are adjusted either upwards or downwards from the transaction price to reflect expected exit values as evidenced by financing and sale transactions with third parties, or when determination of a valuation adjustment is confirmed through ongoing reviews by senior investment managers. Other other noninterest income fluctuated during the three and nine months ended September 30, 2020 as compared to the same periods in 2019 due primarily to a $2.9 million policy benefit received during the nine months ended September 30, 2020 from our bank-owned life insurance policies as well as to the $1.5 million loss on the sale of the high-yield automobile portfolio in the second quarter of 2019.





52


Noninterest Expense.  Noninterest expense consists of salaries and employee benefits, equipment and occupancy expenses, other real estate expenses, and other operating expenses. The following is a summary of our noninterest expense for the three and nine months ended September 30, 2020 and 2019 (in thousands):
 Three Months Ended
September 30,
2020 - 2019
Percent
Nine Months Ended
September 30,
2020 - 2019
Percent
 20202019Increase (Decrease)20202019Increase (Decrease)
Noninterest expense:      
Salaries and employee benefits:      
Salaries$54,331 $47,369 14.7%$161,152 $137,050 17.6%
Commissions3,892 3,637 7.0%11,485 10,001 14.8%
Cash and equity incentives19,677 23,631 (16.7%)34,782 50,954 (31.7%)
Employee benefits and other12,203 11,282 8.2%37,051 33,910 9.3%
Total salaries and employee benefits90,103 85,919 4.9%244,470 231,915 5.4%
Equipment and occupancy21,622 20,348 6.3%64,626 63,523 1.7%
Other real estate expense, net1,795 655 174.0%7,098 3,424 107.3%
Marketing and other business development2,321 2,723 (14.8%)7,714 8,953 (13.8%)
Postage and supplies1,761 1,766 (0.3%)5,821 5,737 1.5%
Amortization of intangibles2,417 2,430 (0.5%)7,416 7,012 5.8%
Other noninterest expense:
Deposit related expense6,035 4,773 26.4%16,949 14,189 19.5%
Lending related expense7,514 7,075 6.2%30,058 17,770 69.2%
Wealth management related expense513 426 20.4%1,571 1,566 0.3%
Other noninterest expense10,196 6,826 49.4%27,508 20,589 33.6%
Total other noninterest expense24,258 19,100 27.0%76,086 54,114 40.6%
Total noninterest expense$144,277 $132,941 8.5%$413,231 $374,678 10.3%

Total salaries and employee benefits expenses increased $4.2 million and $12.6 million, respectively, for the three and nine months ended September 30, 2020 compared to the same periods in 2019. The change in salaries and employee benefits was the result of an increase in our associate base in 2020 versus 2019 offset in part by the reduction of our cash incentive plan accrual as well as the reduction in stock-based compensation expense due to our performance through the first nine months of 2020 compared to 2019, each due to the effects of COVID-19 on our anticipated earnings and performance for the year ended December 31, 2020. At September 30, 2020, our associate base was 2,596.5 full-time equivalent associates as compared to 2,456.0 at September 30, 2019. We expect salary and benefit expenses will rise in 2021 compared to 2020 as we aim to return our focus to hiring experienced bankers in many of our markets, including the Atlanta market.

We believe that cash and equity incentives are a valuable tool in motivating an associate base that is focused on providing our clients effective financial advice and increasing shareholder value. As a result, and unlike many other financial institutions, all of our bank's non-commissioned associates participate in our annual cash incentive plan with a minimum targeted bonus equal to 10% of each associate's annual salary, and all of our bank's associates participate in our equity compensation plans. Under the annual cash incentive plan as originally designed, the targeted level of incentive payments requires achievement of a certain soundness threshold and a targeted level of, and average rate paid on, core deposits and earnings per share (subject to certain adjustments). To the extent that the soundness threshold is met and core deposit volumes and rates and earnings per share are above or below the targeted amount, the aggregate incentive payments are increased or decreased. Historically, we have paid between 0% and 125% of our targeted incentives. Through the third quarter of 2020, we have accrued incentive costs for the cash incentive plan in 2020 at approximately 50% of our targeted awards. In the second quarter of 2020, as a result of the impact of the COVID-19 pandemic on our anticipated earnings for the year ended 2020, we reduced our accrual for payouts to approximately 25 percent of associate annual target awards under our broad-based cash incentive plan for 2020. Early in the third quarter, we modified our annual cash incentive plan to take into account new pre-tax, pre-provision net revenue goals and initiatives for 2020 and, as a result, increased our incentive costs from approximately 25 percent of associate annual target awards to approximately 50 percent of associate annual target awards in order to account for the modification to the plan.


53

Also included in employee benefits and other expense for the three and nine months ended September 30, 2020 were approximately $4.4 million and $14.1 million, respectively, of compensation expenses related to equity-based awards for restricted shares or restricted share units, including those with performance-based vesting criteria, compared to $5.0 million and $15.1 million, respectively, for the three and nine months ended September 30, 2019. Under our equity incentive plans, we provide a broad-based equity incentive program for all of our bank's associates. We believe that equity incentives provide a vehicle for all associates to become meaningful shareholders of Pinnacle Financial over an extended period of time and create a shareholder-centric culture throughout our organization. Our compensation expense associated with equity awards for the three and nine months ended September 30, 2020 decreased when compared to the three and nine months ended September 30, 2019 primarily as a result of the fact that our performance through the first nine months of 2020 made it unlikely that the portion of our performance-based awards with performance periods linked to 2020 return on average tangible asset levels would be earned as a result of the pandemic. Our compensation expense associated with equity awards with time-based vesting criteria is likely to continue to increase during the remainder of 2020 when compared to 2019 as a result of the increased number of associates and our intention to hire additional experienced financial advisors. Compensation expense associated with our performance-based vesting awards will continue to be impacted by our performance in 2020 and will likely continue to be less than prior year comparable periods during the remainder of 2020.

Employee benefits and other expenses were $12.2 million and $37.1 million, respectively, for the three and nine months ended September 30, 2020 compared to $11.3 million and $33.9 million, respectively, for the three and nine months ended September 30, 2019 and include costs associated with our 401k plan, health insurance and payroll taxes.

Equipment and occupancy expenses for the three and nine months ended September 30, 2020 were $21.6 million and $64.6 million, respectively, compared to $20.3 million and $63.5 million, respectively, for the three and nine months ended September 30, 2019. These costs were generally consistent between periods though we expect to incur additional costs in future periods as we continue to enhance our technology infrastructure.

Other real estate income and expenses for the three and nine months ended September 30, 2020 were $1.8 million and $7.1 million, respectively, as compared to $655,000 and $3.4 million, respectively, for the same periods in the prior year. Included in the nine months ended September 30, 2020 were writedowns of previously foreclosed upon properties to market value based on updated appraisals obtained in the current year.

Marketing and business development expense for the three and nine months ended September 30, 2020 was $2.3 million and $7.7 million, respectively, compared to $2.7 million and $9.0 million, respectively, for the three and nine months ended September 30, 2019. The primary source of the decrease for the three and nine months ended September 30, 2020 as compared to the same periods 2019 is the result of limited in-person client meetings and business development expenses as a result of the restrictions resulting from the COVID-19 pandemic.

Intangible amortization expense was $2.4 million and $7.4 million, respectively, for the three and nine months ended September 30, 2020 compared to $2.4 million and $7.0 million, respectively, for the same periods in 2019. The following table outlines our amortizing intangible assets, their initial valuation and amortizable lives at September 30, 2020:
  Year
acquired
Initial
Valuation
(in millions)
Amortizable
Life
(in years)
Remaining Value
(in millions)
Core Deposit Intangible:   
CapitalMark2015$6.2 $0.4 
Magna Bank20153.2 0.1 
Avenue20168.8 2.5 
BNC201748.1 10 26.6 
Book of Business Intangible:   
Miller Loughry Beach Insurance2008$1.3 20 $0.2 
CapitalMark20150.3 16 0.1 
BNC Insurance20170.4 20 0.3 
BNC Trust20171.9 10 1.3 
Advocate Capital201913.6 13 11.0 

These assets are being amortized on an accelerated basis which reflects the anticipated life of the underlying assets. Amortization expense of these intangibles is estimated to decrease from $8.8 million to $5.0 million per year over the next five years with lesser amounts for the remaining amortization period.
54


Other noninterest expenses, which consists primarily of deposit, lending, wealth management and administrative expenses increased by $5.2 million and $22.0 million, respectively, for the three and nine months ended September 30, 2020 when compared to the three and nine months ended September 30, 2019. Deposit related expense increased by $1.3 million and $2.8 million, respectively, during the three and nine months ended September 30, 2020 when compared to the same periods in 2019. Lending related expenses increased $439,000 and $12.3 million, respectively, during the three and nine months ended September 30, 2020 when compared to the same periods in 2019. This increase is primarily the result of building our off-balance sheet reserves following the implementation of CECL effective January 1, 2020 and the effect that macroeconomic factors impacted by the COVID-19 pandemic had on our CECL models. Wealth management related expenses remained relatively flat for the three and nine months ended September 30, 2020 when compared to the same periods in 2019. Total other noninterest expenses increased by $3.4 million and $6.9 million, respectively, during the three and nine months ended September 30, 2020 when compared to the same periods in 2019. This increase is primarily the result of $4.9 million in FHLB prepayment penalties as a result of our prepayment of $892.5 million in FHLB borrowings during the first nine months of 2020.

Our efficiency ratio (the ratio of noninterest expense to the sum of net interest income and noninterest income) was 48.5% and 49.5%, respectively, for the three and nine months ended September 30, 2020 compared to 47.7% and 48.3%, respectively, for the same periods in 2019. The efficiency ratio measures the amount of expense that is incurred to generate a dollar of revenue. The efficiency ratio for the three and nine months ended September 30, 2020 compared to the same periods in 2019 was impacted in part by increased noninterest expense during the period as a result of our building of off-balance sheet reserves upon the adoption of CECL during the quarter as well as net gains and losses on sales of securities, gains on mortgage loans sold and income from our equity method investment in BHG in both periods.

Income Taxes. During the three and nine months ended September 30, 2020, we recorded income tax expense of $26.4 million and $36.0 million, respectively, compared to income tax expense of $26.7 million and $74.2 million, respectively, for the three and nine months ended September 30, 2019. Our effective tax rate for the three and nine months ended September 30, 2020 was 19.3% and 15.2%, respectively, compared to 19.5% and 19.6%, respectively, for the three and nine months ended September 30, 2019. Our effective tax rate differs from the combined federal and state income tax statutory rate in effect of 26.14% primarily due to our investments in bank-qualified municipal securities, tax benefits from our real estate investment trust subsidiary, participation in Tennessee's Community Investment Tax Credit (CITC) program, tax benefits associated with share-based compensation, bank-owned life insurance and our captive insurance subsidiary, offset in part by the limitation on deductibility of meals and entertainment expense, non-deductible FDIC insurance premiums and non-deductible executive compensation. Our tax expense in the nine months ended September 30, 2020 was impacted by the provision expense recorded in response to the COVID-19 pandemic, which was recorded in the first quarter of 2020 as a discrete item of total income tax and contributed a tax benefit of $22.4 million. Our tax rate in each period was also impacted by the vesting and exercise of equity-based awards previously granted under our equity-based compensation program, resulting in the recognition of tax expense of $85,000 and a tax benefit of $505,000, respectively, for the three and nine months ended September 30, 2020 compared to tax benefits of $131,000 and $832,000, respectively, for the three and nine months ended September 30, 2019.

Financial Condition

Our consolidated balance sheet at September 30, 2020 reflects an increase in total loans outstanding to $22.5 billion compared to $19.8 billion at December 31, 2019. Total deposits increased by $6.4 billion between December 31, 2019 and September 30, 2020. Total assets were $33.8 billion at September 30, 2020 compared to $27.8 billion at December 31, 2019.

Loans. The composition of loans at September 30, 2020 and at December 31, 2019 and the percentage (%) of each classification to total loans are summarized as follows (in thousands):
 September 30, 2020December 31, 2019
 AmountPercentAmountPercent
Commercial real estate:
Owner-occupied$2,748,075 12.2 %$2,669,766 13.5 %
Non-owner occupied5,220,452 23.2 %5,039,452 25.5 %
Consumer real estate – mortgage3,041,019 13.5 %3,068,625 15.5 %
Construction and land development2,728,439 12.2 %2,430,483 12.3 %
Commercial and industrial8,395,963 37.4%6,290,296 31.8 %
Consumer and other343,461 1.5 %289,254 1.4 %
Total loans$22,477,409 100.0 %$19,787,876 100.0 %

55

At September 30, 2020, our loan portfolio composition had changed modestly from the composition at December 31, 2019 principally as a result of the PPP loans, which are classified as commercial and industrial loans, though commercial real estate and commercial and industrial lending generally continue to make up the largest segments of our portfolio. At September 30, 2020, approximately 34.5% of the outstanding principal balance of our commercial real estate loans was secured by owner-occupied commercial real estate properties, compared to 34.6% at December 31, 2019. Owner-occupied commercial real estate is similar in many ways to our commercial and industrial lending in that these loans are generally made to businesses on the basis of the cash flows of the business rather than on the valuation of the real estate. Additionally, the construction and land development loan segment continues to be a meaningful portion of our portfolio and reflects the development and growth of the local communities in which we operate and is diversified between commercial, residential and land.

Banking regulations have established guidelines for the construction ratio of less than 100% of total risk-based capital and for the non-owner occupied ratio of less than 300% of total risk-based capital. Should a bank’s ratios be in excess of these guidelines, banking regulations generally require an increased level of monitoring in these lending areas by bank management. Both ratios are calculated by dividing certain types of loan balances for each of the two categories by Pinnacle Bank’s total risk-based capital. At September 30, 2020, Pinnacle Bank’s construction and land development loans as a percentage of total risk-based capital was 86.7% compared to 83.6% at December 31, 2019. Construction and land development, non-owner occupied commercial real estate and multifamily loans as a percentage of total risk-based capital were 268.8% and 268.3% as of September 30, 2020 and December 31, 2019, respectively. At September 30, 2020, Pinnacle Bank was within the 100% and 300% guidelines and has established what it believes to be appropriate controls to monitor its lending in these areas as it aims to keep the level of these loans to below the 100% and 300% thresholds.

The following table classifies our fixed and variable rate loans at September 30, 2020 according to contractual maturities of (1) one year or less, (2) after one year through five years, and (3) after five years.  The table also classifies our variable rate loans pursuant to the contractual repricing dates of the underlying loans (in thousands):

 Amounts at September 30, 2020PercentagePercentage
Fixed
Rates
Variable
Rates
TotalsAt September 30, 2020At December 31, 2019
Based on contractual maturity:    
Due within one year$2,582,068 $1,569,958 $4,152,026 18.5%20.6%
Due in one year to five years8,115,527 4,267,447 12,382,974 55.1%50.2%
Due after five years4,008,882 1,933,527 5,942,409 26.4%29.2%
Totals$14,706,477 $7,770,932 $22,477,409 100.0%100.0%
Based on contractual repricing dates:   
Daily floating rate$— $1,066,911 $1,066,911 4.8%13.4%
Due within one year2,582,068 6,123,852 8,705,920 38.7%42.7%
Due in one year to five years8,115,527 292,761 8,408,288 37.4%27.7%
Due after five years4,008,882 287,408 4,296,290 19.1%16.2%
Totals$14,706,477 $7,770,932 $22,477,409 100.0%100.0%
    
The above information does not consider the impact of scheduled principal payments.


56


Loans in Past Due Status.  The following table is a summary of our loans that were past due at least 30 days but less than 89 days and 90 days or more past due as of September 30, 2020 and December 31, 2019 (in thousands):

 September 30,December 31,
Loans past due 30 to 89 days:20202019
Commercial real estate:
Owner occupied$3,780 $5,239 
Non-owner occupied3,540 6,797 
Consumer real estate – mortgage9,190 13,803 
Construction and land development2,417 2,103 
Commercial and industrial11,358 10,952 
Consumer and other928 2,184 
Total loans past due 30 to 89 days$31,213 $41,078 
Loans past due 90 days or more: 
Commercial real estate:
Owner occupied$4,226 $1,719 
Non-owner occupied5,353 3,816 
Consumer real estate – mortgage5,971 7,304 
Construction and land development2,031 1,487 
Commercial and industrial4,986 6,364 
Consumer and other1,220 570 
Total loans past due 90 days or more$23,787 $21,260 
Ratios: 
Loans past due 30 to 89 days as a percentage of total loans0.14 %0.21 %
Loans past due 90 days or more as a percentage of total loans0.11 %0.11 %
Total loans in past due status as a percentage of total loans0.24 %0.32 %

Potential Problem Loans. Potential problem loans, which are not included in nonperforming assets, amounted to approximately $215.7 million, or 1.0% of total loans at September 30, 2020, compared to $276.0 million, or 1.4% of total loans at December 31, 2019. Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators, for loans classified as substandard, excluding the impact of substandard nonaccrual loans and substandard troubled debt restructurings. Troubled debt restructurings are not included in potential problem loans. Approximately $4.9 million of potential problem loans were past due at least 30 days but less than 90 days as of September 30, 2020.

Nonperforming Assets and Troubled Debt Restructurings. At September 30, 2020, we had $90.8 million in nonperforming assets compared to $91.1 million at December 31, 2019. Included in nonperforming assets were $71.4 million in nonaccrual loans and $19.4 million in OREO and other nonperforming assets at September 30, 2020 and $61.6 million in nonaccrual loans and $29.5 million in OREO and other nonperforming assets at December 31, 2019. At September 30, 2020 and December 31, 2019, there were $2.6 million and $4.9 million, respectively, of troubled debt restructurings, all of which were accruing as of the restructured date and remain on accrual status.

In response to the COVID-19 pandemic and its economic impact to its customers, Pinnacle Bank implemented a short-term modification program in accordance with interagency regulatory guidance to provide temporary payment relief to those borrowers directly impacted by COVID-19 who were not more than 30 days past due at the time of modification. This program allows for a deferral of payments of principal and/or interest for 90 days, which Pinnacle Bank may extend for an additional 90 days, for a maximum of 180 days on a cumulative and successive basis. As of June 30, 2020, we had granted deferrals on approximately $4.2 billion in aggregate principal amount of loans. As of September 30, 2020, approximately $724.3 million in aggregate principal loan balances remained on deferral. As of October 16, 2020, this balance had decreased to approximately $414.0 million.


57


In addition to the short-term modification program implemented by Pinnacle Bank, as discussed above, Section 4013 of the CARES Act and bank regulatory interagency guidance gave entities temporary relief from the accounting and disclosure requirements for TDRs indicating that a lender could conclude that the modifications are not a troubled debt restructuring if the borrower was less than 30 days past due as of December 31, 2019. We have followed the guidance under the CARES Act and the interagency guidance related to these loan modifications. At September 30, 2020, outside of the short-term deferral program noted above, we had modified approximately $52.2 million in loans under Section 4013 of the CARES Act.

Allowance for Credit Losses on Loans (allowance). On January 1, 2020, we adopted FASB ASU 2016-13, which introduces the current expected credit losses (CECL) methodology and requires us to estimate all expected credit losses over the remaining life of our loan portfolio. Accordingly, beginning in 2020, the allowance for credit losses represents an amount that, in management's evaluation, is adequate to provide coverage for all expected future credit losses on outstanding loans. As of September 30, 2020 and December 31, 2019, our allowance for credit losses was approximately $288.6 million and $94.8 million, respectively, which our management believes to be adequate at each of the respective dates. Our allowance for credit losses as a percentage of total loans, inclusive of PPP loans, was 1.28% at September 30, 2020, up from 0.48% at December 31, 2019. No allowance for credit losses has been recorded for PPP loans as they are fully guaranteed by the SBA.

The increase in the allowance for credit losses is largely the result of the implementation of ASU 2016-13 on January 1, 2020, which resulted in an adjustment to the opening balance of the allowance for credit losses of $38.1 million, and increased provisioning during the nine months ended September 30, 2020 due primarily to the economic impact of the COVID-19 pandemic. Our CECL models rely largely on recent historical and projected future macroeconomic conditions to estimate future credit losses. Macroeconomic factors used in the model include the national unemployment rate, gross domestic product, the commercial real estate price index and certain U.S. Treasury interest rates. Projections of these macroeconomic factors, obtained from an independent third party, are utilized to predict quarterly rates of default. These macroeconomic factors experienced significant deterioration during the first six months of 2020, resulting in a significant increase in our allowance for credit losses during the same period, and began to stabilize during the third quarter of 2020. Should these conditions deteriorate further in future periods, including as a result of increased COVID-19 case volume, and governmental or community reactions thereto, our modeling may require increased levels of provision expense over those recorded in the third quarter.

Under the CECL methodology the allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics, and for loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. Losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages. At September 30, 2020, reasonable and supportable periods of 18 months were utilized for all loan segments followed by a 12 month straight line reversion period to long term averages.

The overall balance of our allowance at December 31, 2019 was impacted by fair value accounting on our acquired loan portfolios, for which an allowance for credit losses was only necessary if it exceeded the remaining fair value discount. Subsequent to the adoption of ASU 2016-13 on January 1, 2020, an allowance for credit losses is recognized for all acquired loans, regardless of the amount of remaining fair value discounts. In addition, the remaining nonaccretable discount at December 31, 2019 was reclassified into the allowance for credit losses upon adoption of ASU 2016-13 on January 1, 2020. At September 30, 2020, the remaining fair value discount for all acquired portfolios was $32.3 million, all of which is expected to be accreted into income over the remaining contractual lives of the related loans.

For the nine months ended September 30, 2020, the net fair value discount changed as follows (in thousands):
 Accretable
Yield
Nonaccretable
Yield
Total
December 31, 2019$(51,322)$(3,828)$(55,150)
Reclassification of discount to allowance for credit losses— 3,828 3,828 
Year-to-date accretion and settlements19,021 — 19,021 
September 30, 2020$(32,301)$— $(32,301)


58

The following table sets forth, based on management's estimate, the allocation of the allowance for credit losses to categories of loans as well as the unallocated portion as of September 30, 2020 and December 31, 2019 and the percentage of loans in each category to total loans (in thousands):
 September 30, 2020December 31, 2019
 AmountPercentAmountPercent
Commercial real estate:
Owner occupied$36,426 12.2 %$13,406 13.5 %
Non-owner occupied69,859 23.2 %19,963 25.5 %
Consumer real estate - mortgage31,949 13.5 %8,054 15.5 %
Construction and land development41,222 12.2 %12,662 12.3 %
Commercial and industrial102,208 37.4 %36,112 31.8 %
Consumer and other6,981 1.5 %3,595 1.4 %
Unallocated— NA985 NA
Total allowance for credit losses on loans$288,645 100.0 %$94,777 100.0 %

The following is a summary of changes in the allowance for credit losses on loans for the nine months ended September 30, 2020 and for the year ended December 31, 2019 and the ratio of the allowance for credit losses on loans to total loans as of the end of each period (in thousands):
 Nine Months Ended
September 30, 2020
Year ended
December 31, 2019
Balance at beginning of period$94,777 $83,575 
Impact of adopting ASC 32638,102 — 
Provision for credit losses on loans184,362 27,283 
Charged-off loans:
Commercial real estate:
Owner occupied(1,247)(1,625)
Non-owner occupied(485)(75)
Consumer real estate – mortgage(3,033)(1,335)
Construction and land development— (18)
Commercial and industrial(27,982)(19,208)
Consumer and other loans(2,977)(6,206)
Total charged-off loans(35,724)(28,467)
Recoveries of previously charged-off loans:
Commercial real estate:
Owner occupied272 1,252 
Non-owner occupied631 980 
Consumer real estate – mortgage971 1,827 
Construction and land development100 682 
Commercial and industrial3,798 6,473 
Consumer and other loans1,356 1,172 
Total recoveries of previously charged-off loans7,128 12,386 
Net charge-offs(28,596)(16,081)
Balance at end of period$288,645 $94,777 
Ratio of allowance for credit losses on loans to total loans outstanding at end of period1.28 %0.48 %
Ratio of net charge-offs to average total loans outstanding for the period (1)
0.18 %0.08 %
(1) Net charge-offs for the year-to-date period ended September 30, 2020 have been annualized.


59


Pinnacle Financial's management assesses the adequacy of the allowance on a quarterly basis. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management's evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay the loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. For further discussion regarding our allowance for credit losses, refer to Critical Accounting Estimates in Part I Item 2 - Critical Accounting Estimates herein. We expect that the economic disruption caused by the COVID-19 pandemic will cause our net charge-offs to increase during the remainder of 2020 when compared to 2019.
Based upon our evaluation of the loan portfolio, we believe the allowance for credit losses to be adequate to absorb our estimate of expected future credit losses on loans outstanding at September 30, 2020. While our policies and procedures used to estimate the allowance for credit losses as well as the resultant provision for credit losses charged to operations are considered adequate by management, they are necessarily approximate and imprecise. There are factors beyond our control, such as conditions in the local and national economy, local real estate market or a particular industry or borrower which may negatively impact, materially, our asset quality and the adequacy of our allowance for credit losses and, thus, the resulting provision for credit losses. In particular, the length and severity of the economic disruption of the COVID-19 pandemic is difficult to predict and each may be worse than we have estimated, which could cause our provision for credit losses to be negatively impacted for the duration of the pandemic and its aftermath. We believe borrowers that operate in the restaurant, entertainment, hospitality and retail sectors, including owners of commercial real estate properties and hotels, continue to be the most likely to be negatively impacted by the economic disruptions related to the COVID-19 pandemic, though other borrowers have been, and are likely to continue to be, negatively impacted as well. If the strict social distancing practices or safer-at-home directives that were initially implemented in response to the spread of COVID-19 were to return, these impacts could be more severe than currently anticipated.

Investments.  Our investment portfolio, consisting primarily of Federal agency bonds, mortgage-backed securities, and state and municipal securities amounted to $4.5 billion and $3.7 billion at September 30, 2020 and December 31, 2019, respectively. Our investment portfolio serves many purposes including serving as a stable source of income, as collateral for public funds deposits and as a potential liquidity source. A summary of our investment portfolio at September 30, 2020 and December 31, 2019 follows:

 September 30, 2020December 31, 2019
Weighted average life6.79 years6.55 years
Effective duration*4.62%4.75%
Tax equivalent yield2.39%2.85%
(*) The metric is presented net of fair value hedges tied to certain investment portfolio holdings. The effective duration of the investment portfolio without the fair value hedges as of September 30, 2020 and December 31, 2019 was 5.57% and 5.89%, respectively.

Restricted Cash. Our restricted cash balances totaled approximately $247.8 million at September 30, 2020, compared to $137.0 million at December 31, 2019. This restricted cash is maintained at other financial institutions as collateral primarily for our derivative portfolio. The increase in restricted cash is attributable primarily to an increase in collateral requirements on certain derivative instruments for which the fair value has declined. See Note 8. Derivative Instruments in the Notes to our Consolidated Financial Statements elsewhere in this Form 10-Q.

Deposits and Other Borrowings. We had approximately $26.5 billion of deposits at September 30, 2020 compared to $20.2 billion at December 31, 2019. Our deposits consist of noninterest and interest-bearing demand accounts, savings accounts, money market accounts and time deposits. Additionally, we routinely enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements (which are typically associated with comprehensive treasury management programs for our clients and provide them with short-term returns for their excess funds) amounted to $127.1 million at September 30, 2020 and $126.4 million at December 31, 2019. Additionally, at September 30, 2020 and December 31, 2019, Pinnacle Bank had borrowed $1.3 billion and $2.1 billion, respectively, in advances from the Federal Home Loan Bank of Cincinnati (FHLB). During the three and nine months ended September 30, 2020, $500.0 million and $892.5 million, respectively, in FHLB advances were restructured and related prepayment penalties of $2.0 million and $4.9 million, respectively, were recognized in expense for the three and nine months ended September 30, 2020. At September 30, 2020, Pinnacle Bank had approximately $3.2 billion in additional availability with the FHLB; however, incremental borrowings are subject to applicable collateral requirements and are made in a formal request by Pinnacle Bank and the subsequent approval by the FHLB. Our efforts to increase our on-balance sheet liquidity in the second half of the first quarter resulted in increased borrowings from the FHLB Cincinnati.


60


Generally, we have classified our funding base as either core funding or noncore funding as shown in the table below. The following table represents the balances of our deposits and other funding and the percentage of each type to the total at September 30, 2020 and December 31, 2019:
September 30, 2020PercentDecember 31, 2019Percent
Core funding:    
Noninterest-bearing deposit accounts$7,050,670 24.6%$4,795,476 20.7%
Interest-bearing demand accounts3,630,835 12.7%3,135,581 13.6%
Savings and money market accounts7,857,367 27.5%6,807,825 29.5%
Time deposit accounts less than $250,0001,382,978 4.8%1,674,970 7.2%
Reciprocating demand deposit accounts (1)
615,205 2.2%302,610 1.3%
Reciprocating savings accounts (1)
1,236,283 4.3%717,149 3.1%
Reciprocating CD accounts (1)
230,651 0.8%183,868 0.8%
Total core funding22,003,989 76.9%17,617,479 76.2%
Noncore funding:  
Relationship based noncore funding:  
Other time deposits785,309 2.7%850,189 3.7%
Securities sold under agreements to repurchase127,059 0.5%126,354 0.5%
Total relationship based noncore funding912,368 3.2%976,543 4.2%
   Wholesale funding:
  
Brokered deposits2,169,724 7.6%480,942 2.1%
Brokered time deposits1,584,934 5.5%1,232,418 5.3%
Federal Home Loan Bank advances1,287,738 4.5%2,062,534 8.9%
Paycheck Protection Program liquidity facility— —%— —%
Subordinated debt and other funding670,273 2.3%749,080 3.3%
Total wholesale funding5,712,669 19.9%4,524,974 19.6%
Total noncore funding6,625,037 23.1%5,501,517 23.8%
Totals$28,629,026 100.0%$23,118,996 100.0%

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

As noted in the table above, our core funding as a percentage of total funding increased from 76.2% at December 31, 2019 to 76.9% at September 30, 2020, primarily as a result of the significant increase in deposits estimated to have been funded, in part, by PPP loans, offset in part by our intentional increase in wholesale funding to build on-balance sheet liquidity as we prepared for the initial impact of the COVID-19 pandemic. Competition for core deposits in our markets remains very competitive and we anticipate that our percentage of non-core funding is likely to increase as PPP loan funds are utilized.

When wholesale funding is necessary to complement the company's core deposit base, management determines which source is best suited to address both liquidity risk management and interest rate risk management objectives. Our Asset Liability Management Policy imposes limitations on overall wholesale funding reliance and on brokered deposit exposure specifically. Both our overall reliance on wholesale funding and exposure to brokered deposits and brokered time deposits were within those policy limitations as of September 30, 2020.

Our funding policies impose limits on the amount of non-core funding we can utilize based on the non-core funding dependency ratio which is calculated pursuant to regulatory guidelines. Periodically, we may exceed our policy limitations, at which time management will develop plans to bring our funding sources back into compliance with our core funding ratios. At September 30, 2020 and December 31, 2019, we were in compliance with our core funding policies. Though growing our core deposit base is a key strategic objective of our firm and we experienced meaningful growth in core deposits in the first nine months of 2020, we may increase our non-core funding amounts from current levels if we need to do so to fund growth or increase levels of on-balance sheet liquidity, but we do not currently anticipate that such increases will exceed the limits we have established in our internal policies for total levels of non-core funding.


61


The amount of time deposits as of September 30, 2020 amounted to $4.0 billion.  The following table shows our time deposits in denominations of $250,000 and less and in denominations greater than $250,000 by category based on time remaining until maturity and the weighted average rate for each category as of September 30, 2020 (in thousands):
 BalancesWeighted Avg. Rate
Denominations less than $250,000 
Three months or less$757,157 1.62 %
Over three but less than six months800,048 1.27 %
Over six but less than twelve months830,898 1.24 %
Over twelve months811,679 1.02 %
 $3,199,782 1.28 %
Denominations $250,000 and greater
Three months or less$212,619 1.70 %
Over three but less than six months185,351 1.58 %
Over six but less than twelve months257,630 1.31 %
Over twelve months128,490 1.49 %
 $784,090 1.51 %
Totals$3,983,872 1.33 %

Subordinated debt and other borrowings. We have established, or through acquisition acquired, twelve statutory business trusts which were established to issue 30-year trust preferred securities and certain other subordinated debt agreements. These securities qualify as Tier 2 capital subject to annual phase outs beginning five years from maturity. On April 22, 2020, we established a credit facility with the Federal Reserve Bank in conjunction with the PPP, with available borrowing capacity equal to the outstanding balance of PPP loans, which totaled approximately $2.3 billion at September 30, 2020. There are no amounts outstanding on this facility at September 30, 2020. These instruments are outlined below (in thousands):
NameDate
Established
MaturityTotal Debt OutstandingInterest Rate at September 30, 2020Coupon Structure
Trust preferred securities   
Pinnacle Statutory Trust IDecember 29, 2003December 30, 2033$10,310 3.05 %30-day LIBOR + 2.80%
Pinnacle Statutory Trust IISeptember 15, 2005September 30, 203520,619 1.62 %30-day LIBOR + 1.40%
Pinnacle Statutory Trust IIISeptember 7, 2006September 30, 203620,619 1.87 %30-day LIBOR + 1.65%
Pinnacle Statutory Trust IVOctober 31, 2007September 30, 203730,928 3.10 %30-day LIBOR + 2.85%
BNC Capital Trust IApril 3, 2003April 15, 20335,155 3.53 %30-day LIBOR + 3.25%
BNC Capital Trust IIMarch 11, 2004April 7, 20346,186 3.13 %30-day LIBOR + 2.85%
BNC Capital Trust IIISeptember 23, 2004September 23, 20345,155 2.68 %30-day LIBOR + 2.40%
BNC Capital Trust IVSeptember 27, 2006December 31, 20367,217 1.92 %30-day LIBOR + 1.70%
Valley Financial Trust IJune 26, 2003June 26, 20334,124 3.33 %30-day LIBOR + 3.10%
Valley Financial Trust IISeptember 26, 2005December 15, 20357,217 1.74 %30-day LIBOR + 1.49%
Valley Financial Trust IIIDecember 15, 2006January 30, 20375,155 2.00 %30-day LIBOR + 1.73%
Southcoast Capital Trust IIIAugust 5, 2005September 30, 203510,310 1.72 %30-day LIBOR + 1.50%
Subordinated Debt   
Pinnacle Bank Subordinated NotesJuly 30, 2015July 30, 202560,000 3.38 %3-month LIBOR + 3.128%
Pinnacle Bank Subordinated NotesMarch 10, 2016July 30, 202570,000 3.38 %3-month LIBOR + 3.128%
Pinnacle Financial Subordinated NotesNovember 16, 2016November 16, 2026120,000 5.25 %
Fixed (1)
Pinnacle Financial Subordinated NotesSeptember 11, 2019September 15, 2029300,000 4.13 %
Fixed (2)
Debt issuance costs and fair value adjustments(12,722) 
Total subordinated debt and other borrowings$670,273  

(1) Migrates to three month LIBOR + 3.884% beginning November 16, 2021 through the end of the term.
(2) Migrates to three month LIBOR + 2.775% beginning September 15, 2024 through the end of the term.
 

62


Effective January 1, 2020, we used $80.0 million of the net proceeds from our 2019 subordinated debt offering to redeem certain other of our subordinated notes, including the $20.0 million aggregate principal amount of Avenue subordinated notes and $60.0 million aggregate principal amount of BNC subordinated notes. We had previously anticipated using $130 million of the net proceeds from our 2019 subordinated debt offering to redeem two tranches of subordinated notes issued by Pinnacle Bank with a maturity date of July 30, 2025 but elected not to redeem those notes at this time in light of the uncertainty resulting from the ongoing COVID-19 pandemic. Pursuant to regulatory guidelines, once the maturity date on these subordinated notes is within five years, a portion of the notes will no longer be eligible to be included in regulatory capital, with an additional portion being excluded each year over the five year period approaching maturity.

Capital Resources. At September 30, 2020, our shareholders' equity amounted to $4.8 billion compared to $4.4 billion at December 31, 2019. During the second quarter of 2020, we issued 9.0 million depositary shares, each representing a 1/40th interest in a share of Series B Preferred Stock with a liquidation preference of $1,000 per share of Series B Preferred Stock in a registered public offering to both retail and institutional investors. Net proceeds from the transaction after underwriting discounts and offering costs were approximately $217.1 million. The net proceeds were retained by Pinnacle Financial and are available to support our obligations including payments related to our outstanding indebtedness, to support the capital needs of our company and our bank, and for other general corporate purposes. Additionally, shareholders' equity during the nine months ended September 30, 2020 was impacted by increases in our net income and other comprehensive income offset in part by $50.8 million related to shares repurchased pursuant to the share repurchase programs authorized by our board of directors in November 2018 and October 2019 and dividends of $37.1 million paid on shares of our common stock and $3.8 million paid on shares of our Series B preferred stock. We currently have approximately $67.2 million remaining of our authorized repurchase program which is set to expire December 31, 2020. In March 2020, we suspended our share repurchase program in light of uncertainty regarding the length and severity of the COVID-19 pandemic. Our share repurchase program remains suspended as of the date of this filing. For additional information regarding our capital and shareholders’ equity, see Note 10. Regulatory Matters in the Notes to our Consolidated Financial Statements elsewhere in this Form 10-Q.

Dividends. Pursuant to Tennessee banking law, our bank may not, without the prior consent of the TDFI, pay any dividends to us in a calendar year in excess of the total of our bank's retained net profits for that year plus the retained net profits for the preceding two years, which was $675.7 million at September 30, 2020. During the nine months ended September 30, 2020, our bank paid dividends of $119.1 million to us which is within the limits allowed by the TDFI.

During the three and nine months ended September 30, 2020, we paid $12.3 million and $37.1 million, respectively, in dividends to our common shareholders and $3.8 million in dividends on our Series B preferred stock. On October 20, 2020, our board of directors declared a $0.16 per share quarterly cash dividend to common shareholders which should approximate $12.4 million in aggregate dividend payments that are expected to be paid on November 27, 2020 to common shareholders of record as of the close of business on November 6, 2020. Additionally, on that same day, our board of directors approved a quarterly dividend of approximately $3.8 million, or $16.88 per share (or $0.422 per depositary share), on the Series B preferred stock payable on December 1, 2020 to shareholders of record at the close of business on November 16, 2020. The amount and timing of all future dividend payments, if any, is subject to board discretion and will depend on our earnings, capital position, financial condition and other factors, including, if necessary, our receipt of dividends from Pinnacle Bank, regulatory capital requirements, as they become known to us and receipt of any regulatory approvals that may become required as a result of our and our bank subsidiary's financial results.

Market and Liquidity Risk Management

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

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


63


Our interest rate sensitivity modeling incorporates a number of assumptions for both earnings simulation and EVE, including loan and deposit re-pricing characteristics, the rate of loan prepayments, etc. ALCO periodically reviews these assumptions for accuracy based on historical data and future expectations. Our ALCO policy requires that the base scenario assumes rates remain flat and is the scenario to which all others are compared in order to measure the change in net interest income and EVE. Policy limits are applied to the results of certain modeling scenarios. While the primary policy scenarios focus is on a twelve month time frame for the earnings simulations model, longer time horizons are also modeled. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled. 

During the first nine months of 2020, several unique events occurred that are noteworthy when comparing the results of both the earnings simulation and the economic value of equity modeling results as of September 30, 2020 to the modeling results at December 31, 2019:
In response to the COVID-19 pandemic, the Federal Reserve reduced the target federal funds rate by 150 basis points.
We built over $2.5 billion in additional on-balance-sheet liquidity.
We unwound a $1.3 billion in-the-money interest rate floor.

Earnings simulation model. We believe interest rate risk is best measured by our earnings simulation modeling. Earning assets, interest-bearing liabilities and off-balance sheet financial instruments are combined with forecasts of interest rates for the next 12 months and are combined with other factors in order to produce various earnings simulations over that same 12-month period. To limit interest rate risk, we have policy guidelines for our earnings at risk which seek to limit the variance of net interest income in both gradual and instantaneous changes to interest rates. For instantaneous upward and downward changes in rates from management's flat interest rate forecast over the next twelve months, assuming a static balance sheet, the following estimated changes are calculated:
Estimated % Change in Net Interest Income Over 12 Months
September 30, 2020*
Instantaneous Rate Change
100 bps increase(0.4 %)
200 bps increase0.9 %
100 bps decrease0.4 %
*: Negative interest rates are not contemplated in these scenarios. The Treasury curve and all short-term rate indices, such as Fed Funds, LIBOR, etc., are assumed to be zero bound.

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

The behavior of our deposit portfolio in the baseline forecast and in alternate interest rate scenarios set out in the table above is a key assumption in our projected estimates of net interest income. The projected impact on net interest income in the table above assumes no change in deposit portfolio size or mix from the baseline forecast in alternative rate environments. In higher rate scenarios, any customer activity resulting in the replacement of low-cost or noninterest-bearing deposits with higher-yielding deposits or market-based funding would reduce the assumed benefit of those deposits. The projected impact on net interest income in the table above also assumes a "through-the-cycle" non-maturity deposit beta which may not be an accurate predictor of actual deposit rate changes realized in scenarios of smaller and/or non-parallel interest rate movements.

At September 30, 2020, our earnings simulation model indicated we were in compliance with our policies for interest rate scenarios for which we model as required by our board approved Asset Liability Policy.  

Economic value of equity model. While earnings simulation modeling attempts to determine the impact of a changing rate environment to our net interest income, our EVE model measures estimated changes to the economic values of our assets, liabilities and off-balance sheet items as a result of interest rate changes. Economic values are determined by discounting expected cash flows from assets, liabilities and off-balance sheet items, which establishes a base case EVE. We then shock rates as prescribed by our Asset Liability Policy and measure the sensitivity in EVE values for each of those shocked rate scenarios versus the base case. The Asset Liability Policy sets limits for those sensitivities. At September 30, 2020, our EVE modeling calculated the following estimated changes in EVE due to instantaneous upward and downward changes in rates:
64

September 30, 2020*
Instantaneous Rate Change
100 bps increase0.1 %
200 bps increase(5.2 %)
100 bps decrease(1.4 %)
*: Negative interest rates are not contemplated in these scenarios. The Treasury curve and all short-term rate indices, such as Fed Funds, LIBOR, etc., are assumed to be zero bound.

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

At September 30, 2020, our EVE model indicated we were in compliance with our policies for all interest rate scenarios for which we model as required by our board approved Asset Liability Policy.

Most likely earnings simulation models. We also analyze a most-likely earnings simulation scenario that projects the expected change in rates based on a forward yield curve adopted by management using expected balance sheet volumes forecasted by management.  Separate growth assumptions are developed for loans, investments, deposits, etc.  Other interest rate scenarios analyzed by management may include delayed rate shocks, yield curve steepening or flattening, or other variations in rate movements to further analyze or stress our balance sheet under various interest rate scenarios. Each scenario is evaluated by management. These processes assist management to better anticipate our financial results and, as a result, management may determine the need to invest in other operating strategies and tactics which might enhance results or better position the firm's balance sheet to reduce interest rate risk going forward.

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

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

ALCO may determine that Pinnacle Financial should over time become more or less asset or liability sensitive depending on the underlying balance sheet circumstances and our conclusions as to anticipated interest rate fluctuations in future periods.  At present, ALCO has determined that its "most likely" rate scenario considers no change in short-term interest rates throughout the remainder of 2020. Our "most likely" rate forecast is based primarily on information we acquire from a service which includes a consensus forecast of numerous interest rate benchmarks. We may implement additional actions designed to achieve our desired sensitivity position which could change from time to time.


65


We have in the past used, and may in the future continue to use, derivative financial instruments as one tool to manage our interest rate sensitivity, including in our mortgage lending program, while continuing to meet the credit and deposit needs of our customers. For further details on the derivatives we currently use, see Note 8. Derivative Instruments in the Notes to our Consolidated Financial Statements elsewhere in this Form 10-Q.

We may also enter into interest rate swaps to facilitate customer transactions and meet their financing needs.  These swaps qualify as derivatives, even though they are not designated as hedging instruments.

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

To assist in determining the adequacy of our liquidity, we perform a variety of liquidity stress tests including idiosyncratic, systemic and combined scenarios for both moderate and severe events. Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining our ability to meet the daily cash flow requirements of our customers, both depositors and borrowers. We seek to maintain a sufficiently liquid asset balance to ensure our ability to meet our obligations. The amount of the appropriate minimum liquid asset balance is determined through severe liquidity stress testing as measured by our liquidity coverage ratio calculation. At September 30, 2020, we were in compliance with our internal policies related to liquidity coverage ratio.

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

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

In addition, our bank is a member of the FHLB Cincinnati.  As a result, our bank receives advances from the FHLB Cincinnati, pursuant to the terms of various borrowing agreements, which support our funding needs. Under the borrowing agreements with the FHLB Cincinnati, our bank has pledged certain qualifying residential mortgage loans and, pursuant to a blanket lien, all qualifying commercial mortgage loans as collateral. As such, Pinnacle Bank may use the FHLB Cincinnati as a source of liquidity depending on its ALCO strategies. Additionally, we may pledge additional qualifying assets, reduce the amount of pledged assets or experience changes in the value of pledged assets with the FHLB Cincinnati to increase or decrease our borrowing capacity with the FHLB Cincinnati. At September 30, 2020, we estimate we had $3.2 billion in additional borrowing capacity with the FHLB Cincinnati. However, incremental borrowings are made via a formal request by Pinnacle Bank and the subsequent approval by the FHLB Cincinnati. During the three and nine months ended September 30, 2020, $500.0 million and $892.5 million, respectively, in FHLB advances were restructured and related prepayment penalties of $2.0 million and $4.9 million, respectively, were recognized in expense for the three and nine months ended September 30, 2020. At September 30, 2020, our bank had received advances from the FHLB Cincinnati totaling $1.3 billion. At September 30, 2020, the scheduled maturities of Pinnacle Bank's FHLB Cincinnati advances and interest rates are as follows (in thousands):
Scheduled MaturitiesAmount
Interest Rates (1)
2020$— —%
2021200,000 0.32%
2022— —%
2023— —%
2024200,000 2.09%
Thereafter891,264 1.95%
Total$1,291,264 
Weighted average interest rate1.72%

(1)Some FHLB Cincinnati advances include variable interest rates and could increase in the future.  The table reflects rates in effect as of September 30, 2020.
66


Pinnacle Bank also has accommodations with upstream correspondent banks available for unsecured short-term advances which aggregate $195 million. These accommodations have various covenants related to their term and availability, and in most cases must be repaid within a month of borrowing. We had no outstanding borrowings at September 30, 2020 under these agreements. Our bank also had approximately $3.1 billion in available Federal Reserve discount window lines of credit at September 30, 2020.

At September 30, 2020, excluding reciprocating time and money market deposits issued through the Promontory Network, we had $3.8 billion of brokered deposits. Historically, we have issued brokered certificates of deposit through several different brokerage houses based on competitive bid. During the first nine months of 2020, and in response to the uncertainty resulting from the COVID-19 pandemic, we intentionally increased our levels of on-balance sheet liquidity. During the first quarter of 2020, this increase was funded by a combination of increased core deposits, increased borrowings from the FHLB Cincinnati and increases in brokered time deposits. Core deposit growth during the second and third quarters of 2020 increased such that we were able to prepay certain wholesale maturities while maintaining an elevated level of on-balance sheet liquidity. We intend to prepay and/or let mature wholesale funding as core deposit growth allows over the next several quarters.

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

At September 30, 2020, we had no individually significant commitments for capital expenditures. But, we believe the number of our locations, including non-branch locations, will increase over an extended period of time across our footprint and that certain of our locations will be in need of required renovations. In future periods, these expansions and renovation projects may lead to additional equipment and occupancy expenses as well as related increases in salaries and benefits expense. Additionally, we expect we will continue to incur costs associated with technology improvements to enhance the infrastructure of our firm.

Off-Balance Sheet Arrangements.  At September 30, 2020, we had outstanding standby letters of credit of $191.6 million and unfunded loan commitments outstanding of $9.2 billion. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, Pinnacle Bank has the ability to liquidate Federal funds sold or, on a short-term basis, to borrow and purchase Federal funds from other financial institutions.

Impact of Inflation

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

See "Part I - Item 1. Consolidated Financial Statements - Note. 1 Summary of Significant Accounting Policies" of this Report for further information.
67

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this Item 3 is included on pages 42 through 67 of Part I - Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations."


ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls

No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-(f)) occurred during fiscal quarter ended September 30, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

68

PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A.  RISK FACTORS

Investing in Pinnacle Financial involves various risks which are particular to our company, our industry and our market area. We believe all significant risks to investors in Pinnacle Financial have been outlined in Part II, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019. However, other risks may prove to be important in the future, and new risks may emerge at any time. We cannot predict with certainty all potential developments which could materially affect our financial performance or condition. There has been no material change to our risk factors as previously disclosed in the above described Annual Report on Form 10-K except as set forth below:

The COVID-19 pandemic is adversely affecting our business and the businesses of a significant percentage of our customers as well as certain of our third-party vendors and service providers, and the adverse impacts on our business, financial position, capital, liquidity, results of operations and prospects could be significant.

The spread of COVID-19 has created a global public health crisis that has resulted in uncertainty, volatility and deterioration in financial markets and in governmental, commercial and consumer activity including in the United States, where we conduct substantially all of our activity.

To combat the spread of COVID-19, federal, state and local governments have taken a variety of actions that have materially and adversely affected the businesses and lives of our customers. These actions have included orders closing non-essential businesses and restricting movement of individuals through the issuance of safer-at-home orders and other guidance encouraging individuals to observe strict social distancing measures. At times, the actions being taken by governmental authorities are not always coordinated or consistent across states or even within states and the impact of those actions across our markets may be uneven. These actions, together with the independent actions of individuals and businesses aimed at slowing the spread of the virus, have resulted in extensive economic disruption and rapid declines in consumer and commercial activity. Many businesses are experiencing significant declines in revenue and there has been a rapid rise in unemployment rates throughout our markets with corresponding negative effects on consumer spending and behavior. Global supply chains have also been negatively impacted as have equity and debt markets. Whether the efforts to stop the spread of COVID-19 will be successful is unknown at this time as in recent weeks the number of cases, hospitalizations and deaths in some of our markets has trended upward, and continued spread of the disease or continuation of higher levels of cases, hospitalizations and deaths over the remainder of 2020 or into 2021 will further negatively impact the businesses and lives of our customers and our results of operations.

In March 2020, the Federal Open Market Committee reduced the target Federal funds rate by 150 basis points and for a portion of March 2020 the 10-year treasury bond rate fell to below 1.00% for the first time in history. These actions, and other actions being taken by governmental and regulatory agencies affecting monetary policy in response to the unprecedented challenges resulting from the spread of COVID-19, have negatively impacted our net interest margin and our results and are likely to continue to negatively impact our net interest margin and our results throughout the remainder of 2020 and into 2021. The fair values of certain of our investments are also likely to remain depressed or further decline as a result of COVID-19.

As a result of COVID-19, many of our borrowers, particularly those that operate in the restaurant, entertainment, hospitality and retail sectors, but also other businesses as well, including owners of commercial real estate properties and hotels, are experiencing varying degrees of financial distress, which is expected to continue, and may possibly increase, over the coming months. As a result, these borrowers may have difficulty paying, on a timely basis, interest and principal payments on their loans and the value of collateral securing these obligations may be adversely impacted as well. Though we have offered these borrowers, and others, the ability to defer interest and/or principal payments for 90 days which we may extend for an additional 90 days, these borrowers may still be experiencing distress. As a result, these borrowers may have difficulty satisfying their obligations to us. Disruptions to our customers’ businesses, together with volatility in the stock market, could also result in declines to our wealth management revenues.


69


The economic pressures and uncertainties arising from the COVID-19 pandemic may result in specific changes in consumer and business spending and borrowing and saving habits, affecting the demand for loans and other products and services we offer. These economic pressures may be more severe, and changes in behavior more pronounced, if additional government stimulus programs are not timely approved, or approved at all, or if they do not provide sufficient relief when approved. Consumers affected by COVID-19 may continue to demonstrate changed behavior even after the crisis is over. For example, consumers may decrease discretionary spending on a permanent or long-term basis and, certain industries may take longer to recover (particularly those that rely on travel or large gatherings) as consumers may be hesitant to return to full social interaction. We lend to customers operating in such industries including restaurants, hotels/lodging, entertainment, retail and commercial real estate, among others, that have been significantly impacted by COVID-19 and we are continuing to monitor these customers closely. The potential changes in behaviors driven by COVID-19 also present heightened liquidity risks, for example, arising from increased demand for our products and services (such as elevated levels of draws on credit facilities) or decreased demand for our products and services (such as idiosyncratic, or broad-based, market or other developments that lead to deposit outflows).

Like our borrowers, BHG’s borrowers have been similarly affected by COVID-19. Many of BHG’s borrowers are medical or dental practices that were particularly impacted by safer-at-home orders that effectively caused those practices’ revenues to decline materially as a result of elective procedures being prohibited, cancelled or delayed or individuals’ decisions to postpone non-emergency procedures, even as restrictions on elective procedures are relaxed. Though these borrowers' businesses have improved over the last three months, increased levels of cases and renewed government mandated closures and restrictions could again negatively impact these borrowers' businesses. For those loans that BHG has sold through its auction platform, BHG may at its sole discretion, in response to a request from a purchaser of a loan, agree to substitute a performing loan for one that has become past due. If requests for substitutions increase, and BHG opts to provide the substitution. BHG’s credit losses may likewise increase and its results of operations would be adversely impacted.

COVID-19’s economic disruption has also impacted many states and municipalities. As a result, many states and municipalities are facing a strain on resources and a reduction in tax collections and some of these have sought assistance from the Federal government to cover the cost of resource depletion and tax shortfalls. The ability of states and municipalities to fund shortfalls could have an adverse effect on their ability to sustain debt maintenance obligations which would negatively impact the value of our municipal bond portfolio if we hold bonds issued by those states or municipalities.

Banks and bank holding companies have been particularly impacted by the COVID-19 pandemic as a result of disruption and volatility in the global capital markets. This disruption has impacted our cost of capital and may adversely affect our ability to access the capital markets if we need or desire to do so and, although the ultimate impact cannot be reliably estimated at this time in light of the uncertainties and ongoing developments noted herein, such impacts could be material. Furthermore, bank regulatory agencies have been (and are expected to continue to be) very proactive in responding to both market and supervisory concerns arising from the COVID-19 pandemic as well as the potential impact on customers, especially borrowers. As shown during and following the financial crisis, periods of economic and financial disruption and stress have, in the past, resulted in increased scrutiny of banking organizations. We are closely monitoring the potential for new laws and regulations impacting lending and funding practices as well as capital and liquidity standards. Such changes could require us to maintain significantly more capital, with common equity as a more predominant component, or manage the composition of our assets and liabilities to comply with formulaic liquidity requirements. Furthermore, provisions of the CARES Act allow, but do not require, the FDIC to guarantee deposit obligations of banks in non-interest-bearing transaction accounts through December 31, 2020. Participation in any such guarantee program may result in fees and other assessments as the FDIC determines and may include special assessments. Other provisions of the CARES Act as well as actions taken by bank regulators, such as potential relief for working with borrowers who are distressed as a result of the effects of COVID-19, could similarly impact aggregate deposit insurance expense.

As we have sought to protect the health and safety of our employees and customers during the pandemic, we have taken numerous actions to modify our business operations, including restricting employee travel, directing a significant percentage of our employees that were able to do so to work from home, closing the lobbies of many of our branches, and in some cases the branch itself, and implementing our business continuity plans and protocols. We may take further actions in the future either of our own volition or as a result of government orders or directives. Though we believe we have been able to adequately service our clients under these restrictions, we cannot provide any assurances that our ability to do so wouldn’t be negatively impacted if additional restrictions are necessary or imposed on us in the future, including if key employees of ours or a significant number of our associates become ill as a result of contracting the virus. Given our preference for hiring experienced lenders the average age of an associate of ours may be higher than many of our peers and those of our associates who are of an age that puts them in a higher risk category may be more susceptible to contracting the virus. We rely on the services of various key vendors and business partners to service our clients and if those companies’ businesses or workforces are impacted in ways similar to those that may impact our business, our ability to service our customers could be impacted.

70


The economic uncertainty caused by COVID-19’s spread and the efforts of government and non-governmental authorities and the behavior of individuals seeking to slow its spread, have caused our provision expense for credit losses to increase materially in the
first nine months of 2020 and may contribute to further elevated levels of provision expense through the duration of the pandemic and any recovery period following its end. Increased provision levels would negatively impact our capital levels which may impact our ability to pay dividends or cause us to need to access the capital markets to support our capital needs. We have also taken efforts to increase our on-balance sheet liquidity and those efforts have caused, and may continue to cause, our net interest margin to be adversely impacted.

COVID-19 has not yet been contained, and given the ongoing and fluid nature of the country’s response to the pandemic, it is difficult for us to accurately estimate the length and severity of the economic disruption being caused by COVID-19. As a result, the extent to which our results of operations, provision expense, capital levels, liquidity ratios and published credit ratings will be impacted is difficult to predict.

Our participation in the PPP may expose us to financial liability, credit losses, compliance costs or reputational damage.

Under the CARES Act, Congress created the PPP and authorized the Treasury to implement rules regarding the program. Banks, like us, and non-bank lenders, including BHG, facilitated funding under the program on behalf of the SBA for borrowers that were eligible participants. Since the roll out of the PPP, Treasury has issued rules and other interpretive guidance seeking to address uncertainty surrounding the program and its eligibility and other criteria. This constantly changing guidance caused challenges for us and other lenders under the program, like BHG, in finalizing and submitting applications. We are beginning to receive and process requests from our customers for forgiveness of their obligations under their PPP loans and again comprehensive guidance is lacking from the Treasury and SBA on how to process these requests. As a result, we, and other lenders under the PPP, may face criticism from customers or others that are seeking forgiveness. This criticism could cause reputational damage to us and there is a possibility that customers or others may threaten and pursue legal action against banks and other lenders like us and BHG under the program.

Among other regulatory requirements, PPP loans are subject to forbearance of loan payments for a ten-month period to the extent that loans are not eligible for forgiveness. If PPP borrowers fail to qualify for loan forgiveness, including by failing to use the funds appropriately in order to qualify for forgiveness under the program, we and BHG have a greater risk of holding these loans at unfavorable interest rates. In addition, because of the short time period between the passing of the CARES Act and the implementation of the PPP, there is ambiguity in the laws, rules, and guidance regarding the operation of the PPP, which exposes us and BHG to risks relating to noncompliance with the PPP. There is risk that the SBA or another governmental entity could conclude there is a deficiency in the manner in which we or BHG originated, funded, or serviced PPP loans, which may or may not be related to the ambiguity in the CARES Act or the rules and guidance promulgated by the SBA and the Treasury regarding the operation of the PPP. In the event of such deficiency, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already made payment under the guaranty, seek recovery of any loss related to the deficiency from us or BHG.

Since the commencement of the PPP, several banks have been subject to litigation regarding the process and procedures that such banks followed in accepting and processing applications for the PPP. We and BHG may be exposed to the risk of similar litigation, from both customers and non-customers that contacted us or BHG regarding obtaining PPP loans with respect to the processes and procedures we or BHG used in processing applications for the PPP. Legal proceedings related to our or BHG’s participation in the PPP, like the purported class action lawsuit filed against our bank subsidiary in June 2020 that has subsequently been voluntarily dismissed, though the plaintiff could file the suit again, alleges, among other claims, that our bank subsidiary failed to pay fees to purported agents of PPP borrowers that the plaintiff alleges were owed under the PPP in violation of SBA regulations, if not resolved in a manner that is favorable to us, or BHG, may result in significant financial liability to us or BHG, or adversely affect our, or BHG’s results of operations, financial condition or reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs, or reputational damage caused by PPP-related litigation could have a material adverse impact on our or BHG's reputation, business, financial condition, and results of operations.

In addition, we may be subject to regulatory scrutiny regarding our processing of PPP applications or forgiveness requests or our origination or servicing of PPP loans. While the SBA has said that in many instances, banks may rely on the certifications of borrowers regarding their eligibility for PPP loans, we do have several obligations under the PPP, and if the SBA found that we did not meet those obligations, the remedies the SBA may seek against us are unknown but may include not guarantying the PPP loans resulting in credit exposure to borrowers who may be unable to repay their loans. The PPP may also attract significant interest from federal and state enforcement authorities, oversight agencies, regulators, and Congressional committees. State Attorneys General and other federal and state agencies may assert that they are not subject to the provisions of the CARES Act and the PPP regulations entitling us to rely on borrower certifications, and take more aggressive action against us for alleged violations of the provisions governing our participation in the PPP.

71


Additional issuances of preferred stock or securities convertible into preferred stock may further dilute existing holders of the depositary shares.

We may determine that it is advisable, or we may encounter circumstances where we determine it is necessary, to issue additional shares of preferred stock, securities convertible into, exchangeable for, or that represent an interest in preferred stock, or preferred stock-equivalent securities to fund strategic initiatives or other business needs or to build additional capital. Our board of directors is authorized to cause us to issue one or more classes or series of preferred stock from time to time without any action on the part of our shareholders, including issuing additional shares of our 6.75% fixed rate non-cumulative perpetual preferred stock, Series B (Series B preferred stock) or additional depositary shares. Our board of directors also has the power, without shareholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over the Series B preferred stock with respect to dividends or upon our dissolution, liquidation or winding-up and other terms.

Although the affirmative vote or consent of the holders of at least two-thirds of all outstanding shares of the Series B preferred stock, voting together as a single class with any parity stock having similar voting rights, is required to authorize or issue any shares of capital stock senior in rights and preferences to the Series B preferred stock, if we issue preferred stock or depositary shares in the future with voting rights that dilute the voting power of the Series B preferred stock or depositary shares, the rights of holders of the depositary shares or the market price of the depositary shares could be adversely affected. The market price of the depositary shares could decline as a result of these other offerings, as well as other sales of a large block of depositary shares, Series B preferred stock, or similar securities in the market thereafter, or the perception that such sales could occur. Holders of the Series B preferred stock are not entitled to preemptive rights or other protections against dilution.

Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of the depositary shares bear the risk of our future offerings reducing the market price of the depositary shares and diluting their holdings in the depositary shares.

Our ability to declare and pay dividends is limited.

While our board of directors has approved the payment of a quarterly cash dividend on our common stock since the fourth quarter of 2013 and approved the payment of the quarterly dividends on the Series B Preferred Stock (and underlying depositary shares) since issuance, there can be no assurance of whether or when we may pay dividends on our capital stock in the future. Future dividends, if any, will be declared and paid at the discretion of our board of directors and will depend on a number of factors, including our and Pinnacle Bank’s capital levels. Moreover, our ability to pay dividends on our common stock is limited by the terms of our Series B preferred stock which provides that if we have not paid dividends on the Series B preferred stock for the most recently completed dividend period, then no dividend or distribution shall be declared, paid, or set aside for payment on shares of our common stock.

Our principal source of funds used to pay cash dividends on our common stock will be cash we may hold from time to time as well as dividends that we receive from Pinnacle Bank. Although Pinnacle Bank’s asset quality, earnings performance, liquidity and capital requirements will be taken into account before we declare or pay any future dividends on our common stock, our board of directors will also consider our liquidity and capital requirements and our board of directors could determine to declare and pay dividends without relying on dividend payments from Pinnacle Bank.

Federal and state banking laws and regulations and state corporate laws restrict the amount of dividends we may declare and pay and that Pinnacle Bank may declare and pay to us. For example, Federal Reserve regulations implementing the capital rules required under Basel III do not permit dividends unless capital levels exceed certain higher levels applying capital conservation buffers. In addition, the Federal Reserve has issued supervisory guidance advising bank holding companies to eliminate, defer or reduce dividends paid on common stock and other forms of Tier 1 capital, like the Series B preferred stock, where the company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, the company’s prospective rate of earnings retention is not consistent with the company’s capital needs and overall current and prospective financial condition or the company will not meet, or is in danger of not meeting, minimum regulatory capital adequacy ratios. Recent supplements to this guidance reiterate the need for bank holding companies to inform their applicable reserve bank sufficiently in advance of the proposed payment of a dividend in certain circumstances.

In addition, subject to certain exceptions, the terms of our subordinated debentures, including the subordinated debentures we assumed upon the consummation of the BNC merger, prohibit us from paying dividends on shares of our capital stock at times when we are deferring the payment of interest on such subordinated debentures.


72


The Series B preferred stock constitutes an equity security and ranks junior to all of our and our subsidiaries’ existing indebtedness and will rank junior to our and our subsidiaries’ future indebtedness.

Shares of the Series B preferred stock are equity interests in Pinnacle Financial and do not constitute indebtedness. Accordingly, shares of the Series B preferred stock and the related depositary shares are and will be junior in right of payment to any existing and all future indebtedness and other non-equity claims of Pinnacle Financial with respect to assets available to satisfy claims on us, including in a liquidation of Pinnacle Financial. In the event of our bankruptcy, liquidation, dissolution or winding-up, our assets will be available to pay obligations on the Series B preferred stock and any parity stock only after all of our liabilities have been paid and any obligations we owe on any securities that rank senior to the Series B preferred stock then outstanding, if any, have been satisfied. In case of such bankruptcy, liquidation, dissolution or winding-up, the Series B preferred stock will rank equally with any parity stock in the distribution of our assets. Holders of the depositary shares may be fully subordinated to interests held by the U.S. government in the event of a receivership, insolvency, liquidation or similar proceeding. In addition, our existing and future indebtedness may restrict payment of dividends on the Series B preferred stock.

The Series B preferred stock and the depositary shares representing the Series B preferred stock effectively rank junior to any existing and all future liabilities of our subsidiaries.

We are a financial holding company and conduct substantially all of our operations through our subsidiaries. Our right to participate in any distribution of the assets of our subsidiaries upon any liquidation, reorganization, receivership or conservatorship of any subsidiary (and thus the ability of the holder of the Series B preferred stock and the holders of the depositary shares to benefit indirectly from such distribution) will rank junior to the prior claims of that subsidiary’s creditors. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining, after paying our and our subsidiaries’ liabilities, to pay amounts due on any or all of the Series B preferred stock and the depositary shares representing the Series B preferred stock then outstanding.

We, together with Pinnacle Bank, own 49% of the outstanding equity interests of BHG. Our right to participate in any distribution of the assets of BHG upon its liquidation, reorganization, receivership or conservatorship (and thus the ability of the holders of the Series B preferred stock and the holders of the depositary shares to benefit indirectly from such distribution) will rank junior to the prior claims of BHG’s creditors. Moreover, our 49% ownership interest in BHG and minority board representation on BHG’s board means that we, and Pinnacle Bank, cannot on our own cause BHG to make distributions to us and Pinnacle Bank that could be used to pay dividends on the Series B preferred stock. In addition, BHG is a party to various loan agreements pursuant to which BHG’s ability to make distributions to us may be limited.

The Series B preferred stock and the depositary shares representing the Series B preferred stock places no restrictions on our business or operations or on our ability to incur indebtedness or engage in any transactions, subject only to the limited voting rights of the shares of Series B preferred stock. The holders of the Series B preferred stock, and therefore the holders of the depositary shares representing the Series B preferred stock, have limited voting rights.

Dividends on the Series B preferred stock are non-cumulative and discretionary. If we do not declare dividends on the Series B preferred stock, holders of the depositary shares will not be entitled to receive related distributions on their depositary shares.

Dividends on the Series B preferred stock are non-cumulative and discretionary, not mandatory. Consequently, if our board of directors does not authorize and declare a dividend for any dividend period, the holder of the Series B preferred stock, and therefore the holders of the depositary shares, will not be entitled to receive a dividend for such period, and such undeclared dividend will not accrue and be payable. We will have no obligation to pay dividends for such dividend period, whether or not dividends are authorized and declared for any subsequent dividend period with respect to the Series B preferred stock. Our board of directors may determine that it would be in our best interests to pay less than the full amount of the stated dividends on the Series B preferred stock or no dividend for any dividend period even if funds are available. Factors that would be considered by our board of directors in making this determination include our financial condition, liquidity and capital needs, the impact of current and pending legislation and regulations, economic conditions, including worsening economic conditions resulting from the COVID-19 pandemic, our ability to service any equity or debt obligations senior to the Series B preferred stock, any credit agreements to which we are a party, tax considerations and such other factors as our board of directors may deem relevant.

Unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of preferred stock like the Series B preferred stock dividends are payable only when, as and if authorized and declared by our board of directors or a duly authorized committee of the board and as a Tennessee corporation, we are subject to restrictions on payments of dividends out of lawfully available funds as described elsewhere in this report and in our Annual Report on Form 10-K.
73


The holders of the Series B preferred stock, and therefore the holders of the depositary shares representing the Series B preferred stock, have limited voting rights.

Until and unless we are in arrears on our dividend payments on the Series B preferred stock for six quarterly dividend periods, whether consecutive or not, the holders of the Series B preferred stock, and therefore the holders of the depositary shares, have no voting rights with respect to matters that generally require the approval of voting shareholders, except with respect to certain fundamental changes in the terms of the Series B preferred stock, and except as may be required by the rules of any securities exchange or quotation system on which the Series B preferred stock is listed, traded or quoted or by Tennessee law. If dividends on the Series B preferred stock are not paid in full for six dividend periods, whether consecutive or not, the holders of Series B preferred stock, voting together as a class with any other equally ranked series of preferred stock that have similar voting rights then outstanding, if any, will have the right, at the first annual meeting or special meeting held thereafter and at subsequent annual meetings, to elect two directors to our board. The terms of the additional directors so elected will end upon the payment or setting aside for payment by us of continuous noncumulative dividends for at least four dividend periods on the Series B preferred stock and any other equally ranked series of preferred stock then outstanding, if any.

Holders of the depositary shares must act through the depositary to exercise any voting rights of the Series B preferred stock. Although each depositary share is entitled to 1/40th of a vote, the depositary can only vote whole shares of Series B preferred stock. While the depositary will vote the maximum number of whole shares of Preferred Stock in accordance with the instructions it receives, any remaining fractional votes of holders of the depositary shares will not be voted.

The price of our capital stock may be volatile or may decline.

The trading price of our capital stock may fluctuate as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations could adversely affect the market price of our capital stock. Among the factors that could affect the trading prices of our capital stock are:

•actual or anticipated quarterly fluctuations in our results of operations and financial condition;
•changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts;
•failure to meet analysts’ revenue or earnings estimates;
•speculation in the press or investment community;
•strategic actions by us or our competitors;
•actions by institutional shareholders;
•fluctuations in the stock price and operating results of our competitors;
•general market conditions and, in particular, developments related to market conditions for the financial services industry;
•market perceptions about the innovation economy, including levels of funding or "exit" activities of companies in the industries we serve;
•proposed or adopted regulatory changes or developments;
•changes in the political climate;
•market reactions to social media messages or posts;
•anticipated or pending investigations, proceedings or litigation that involve or affect us; and
•domestic and international economic and social factors unrelated to our performance.

The trading price of the shares of our common stock and depositary shares representing fractional interests in our Series B preferred stock and the value of our other securities will further depend on many factors, which may change from time to time, including, without limitation, our financial condition, performance, creditworthiness and prospects, our ability to pay dividends and future sales of our equity or equity-related securities. In some cases, the markets have produced downward pressure on trading prices of capital stock and credit availability for certain issuers without regard to those issuers’ underlying financial strength. A significant decline in the trading price of our capital stock could result in substantial losses for individual shareholders and could lead to costly and disruptive securities litigation, as well as the loss of key employees.

An investment in our capital stock is not an insured deposit and is not guaranteed by the FDIC.

An investment in our capital stock is not a bank deposit and, therefore, is not insured against loss or guaranteed by the FDIC, any other deposit insurance fund or by any other public or private entity. An investment in our capital stock is inherently risky for the reasons described herein and our shareholders will bear the risk of loss if the value or market price of our capital stock is adversely a