Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2021

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.

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

The following tables present financial instruments measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020, by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands):


	Total carrying value in the consolidated balance sheet		Quoted market prices in an active market (Level 1)		Models with significant observable market parameters (Level 2)		Models with significant unobservable market parameters (Level 3)
March 31, 2021
Investment securities available-for-sale:
U.S. Treasury securities	$	83,993	$	—	$	83,993	$	—
U.S. government agency securities	157,456		—		157,456		—
Mortgage-backed securities	1,609,778		—		1,609,778		—
State and municipal securities	1,512,360		—		1,498,847		13,513
Agency-backed securities	190,695		—		190,695		—
Corporate notes and other	122,737		—		122,737		—
Total investment securities available-for-sale	3,677,019		—		3,663,506		13,513
Other investments	87,347		—		25,218		62,129
Other assets	190,753		—		190,753		—
Total assets at fair value	$	3,955,119	$	—	$	3,879,477	$	75,642

Other liabilities	$	116,646	$	—	$	116,646	$	—
Total liabilities at fair value	$	116,646	$	—	$	116,646	$	—

December 31, 2020
Investment securities available-for-sale:
U.S. Treasury securities	$	82,209	$	—	$	82,209	$	—
U.S. government agency securities	76,403		—		76,403		—
Mortgage-backed securities	1,689,191		—		1,689,191		—
State and municipal securities	1,443,363		—		1,427,866		15,497
Agency-backed securities	177,936		—		177,936		—
Corporate notes and other	117,579		—		117,579		—
Total investment securities available-for-sale	3,586,681		—		3,571,184		15,497
Other investments	73,395		—		25,636		47,759
Other assets	242,470		—		242,470		—
Total assets at fair value	$	3,902,546	$	—	$	3,839,290	$	63,256

Other liabilities	$	177,025	$	—	$	177,025	$	—
Total liabilities at fair value	$	177,025	$	—	$	177,025	$	—

The following table presents assets measured at fair value on a nonrecurring basis as of March 31, 2021 and December 31, 2020 (in thousands):


March 31, 2021	Total carrying value in the consolidated balance sheet		Quoted market prices in an active market (Level 1)		Models with significant observable market parameters (Level 2)		Models with significant unobservable market parameters (Level 3)
Other real estate owned	$	10,651	$	—	$	—	$	10,651

Collateral dependent loans (1)	40,890		—		—		40,890
Total	$	51,541	$	—	$	—	$	51,541

December 31, 2020
Other real estate owned	$	12,360	$	—	$	—	$	12,360
Collateral dependent loans (1)	43,795		—		—		43,795
Total	$	56,155	$	—	$	—	$	56,155

(1) The carrying values of collateral dependent loans at March 31, 2021 and December 31, 2020 are net of valuation allowances of $2.7 million and $3.5 million, respectively.

In the case of the investment securities portfolio, Pinnacle Financial monitors the portfolio to ascertain when transfers between levels have been affected. The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare. For the three months ended March 31, 2021, there were no transfers between Levels 1, 2 or 3.

The table below includes a rollforward of the balance sheet amounts for the three months ended March 31, 2021 and March 31, 2020 (including the change in fair value) for financial instruments classified by Pinnacle Financial within Level 3 of the valuation hierarchy measured at fair value on a recurring basis including changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands):


	For the Three months ended March 31,
	2021				2020
	Available-for-sale Securities		Other investments			Available-for-sale Securities		Other investments
Fair value, beginning of period	$	15,497	$	47,759		$	15,903	$	38,156
Total realized gains (losses) included in income	42		3,440			28		(174)
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at period-end	(1,875)		—			(21)		—
Purchases	—		12,432			—		2,361
Issuances	—		—			—		—
Settlements	(151)		(1,502)			(1,143)		(587)
Transfers out of Level 3	—		—			—		—
Fair value, end of period	$	13,513	$	62,129		$	14,767	$	39,756
Total realized gains (losses) included in income related to financial assets and liabilities still on the consolidated balance sheet at period-end	$	42	$	3,440		$	28	$	(174)

The following tables present the carrying amounts, estimated fair value and placement in the fair value hierarchy of Pinnacle Financial's financial instruments at March 31, 2021 and December 31, 2020. 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)
March 31, 2021
Financial assets:
Securities purchased with agreement to resell	$	450,000	$	433,935	$	—	$	—	$	433,935
Securities held-to-maturity	1,014,345		1,033,749		—		1,033,749		—
Loans, net	22,805,820		22,808,139		—		—		22,808,139
Consumer loans held-for-sale	85,769		86,403		—		86,403		—
Commercial loans held-for-sale	12,541		12,634		—		12,634		—

Financial liabilities:
Deposits and securities sold under
agreements to repurchase	28,465,057		27,539,943		—		—		27,539,943
Federal Home Loan Bank advances	888,115		928,035		—		—		928,035
Subordinated debt and other borrowings	671,002		661,693		—		—		661,693

Off-balance sheet instruments:
Commitments to extend credit (2)	10,422,083		25,019		—		—		25,019


December 31, 2020
Financial assets:
Securities held-to-maturity	$	1,028,359	$	1,066,531	$	—	$	1,066,531	$	—
Loans, net	22,139,451		22,407,546		—		—		22,407,546
Consumer loans held-for-sale	87,821		89,625		—		89,625		—
Commercial loans held-for-sale	31,200		31,841		—		31,841		—

Financial liabilities:
Deposits and securities sold under
agreements to repurchase	27,833,739		26,929,142		—		—		26,929,142
Federal Home Loan Bank advances	1,087,927		1,189,035		—		—		1,189,035
Subordinated debt and other borrowings	670,575		677,521		—		—		677,521

Off-balance sheet instruments:
Commitments to extend credit (2)	9,692,607		24,887		—		—		24,887

(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 March 31, 2021 and December 31, 2020, Pinnacle Financial included in other liabilities $23.2 million, 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 March 31, 2021 and December 31, 2020 are unamortized fees related to these commitments of $1.8 million and $1.7 million, respectively.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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